Sprint - Nextel 2011 Annual Report Download - page 283

each Non-Employee Director shall be entitled to vote the shares of Common Stock. The trustee shall retain all dividends (which shall be
reinvested in shares of Common Stock) and other distributions paid or made with respect thereto in the trust, and all dividends and other
distributions will be paid in accordance with the election applicable to the underlying annual retainer and fees. The shares of Common Stock
credited to the account of an Non-Employee Director shall remain subject to the claims of the Corporation’s creditors, and the interests of the
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on-Employee Director in the trust may not be sold, hypothecated or transferred (including, without limitation, transferred by gift or
donation) while such shares of Common Stock are held in the trust.
(i) Notwithstanding anything in Section 5, 6 or 7 to the contrary, each grant pursuant to this Section 9 may specify the period
or periods of continuous service, if any, by the Non-Employee Director with the Corporation that are necessary before such awards or
installments thereof shall become fully exercisable or restrictions thereon will lapse, which shall be determined on the Date of Grant.
10. Other Awards.
(a) The Compensation Committee or an Authorized Officer may, subject to limitations under applicable law, authorize grants
or sales to any Participant other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based
on, or related to, (i) shares of Common Stock or factors that may influence the value of such shares, including, without limitation, convertible
or exchangeable debt securities, other rights convertible or exchangeable into shares of Common Stock, purchase rights for shares of
Common Stock, awards with value and payment contingent upon performance of the Corporation or specified Subsidiaries, affiliates or other
business units thereof or any other factors designated by the Compensation Committee, and awards valued by reference to the book value of
shares of Common Stock or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of, the
Corporation, (ii) cash, or (iii) any combination of the foregoing. The Compensation Committee or an Authorized Officer shall determine the
terms and conditions of such awards, which may include the achievement of Management Objectives, which may specify in respect of such
Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the portion or all
of the award on which restrictions will terminate if performance is at or above the minimum level(s), but falls short of full achievement of the
specified Management Objectives. The grant or sale of such award will specify that, before the termination or early termination of the
restrictions applicable to such award, the Compensation Committee must certify that the Management Objectives have been satisfied. Shares
of Common Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 10 shall be purchased for such
consideration, paid for at such time, by such methods, and in such forms, including, without limitation, cash, shares of Common Stock, other
awards, notes or other property, as the Compensation Committee shall determine.
(b) Each grant may specify the period or periods of continuous service, if any, by the Participant with the Corporation or any
Subsidiary that are necessary before such awards or installments thereof shall become fully transferable, which shall be determined by the
Compensation Committee or an Authorized Officer on the Date of Grant.
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