Sprint - Nextel 2011 Annual Report Download - page 284

(c) Each grant may provide for the earlier termination of the period or periods of continuous service or other modifications in
the event of termination without Cause, resignation for Good Reason, Normal Retirement, termination due to death or Disability of the
Participant, a Change in Control, or the grant of a Substitute Award and, to the extent that any grant or Substitute Award is subject to, or
determined to be subject to, Section 409A of the Code, the time and form of payment shall be indicated in the Evidence of Award as upon one
or more of the permissible payment events under Section 409A of the Code and, as subject to the Six-Month Payment Delay, if required.
(d) The Compensation Committee may authorize grants or sales of shares of Common Stock as a bonus, or may grant other
awards in lieu of obligations of the Corporation or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or
compensatory arrangements, subject to such terms as shall be determined by the Compensation Committee.
(e) Each grant or sale pursuant to this Section 10 may be made without additional consideration from the Participant or in
consideration of a payment by the Participant that is less than the Market Value Per Share on the Date of Grant; provided, however, that with
respect to a payment of an award that is substantially similar to an Option Right, no such payment shall be less than Market Value Per Share
on the Date of Grant.
11. Administration of this Plan.
(a) This Plan will be administered by the Compensation Committee. The Board or the Compensation Committee, as
applicable, may from time to time delegate all or any part of its authority under this Plan to any other committee of the Board or
subcommittee thereof consisting exclusively of not less than two or more members of the Board, each of whom shall be a “non-employee
director” within the meaning of Rule 16b-3 of the Securities and Exchange Commission promulgated under the Exchange Act, an “outside
director” within the meaning of Section 162(m) of the Code and an “independent director” within the meaning of the rules of the New York
Stock Exchange, as constituted from time to time. To the extent of any such delegation, references in this Plan to the Board or the
Compensation Committee, as applicable, will be deemed to be references to such committee or subcommittee.
(b) The interpretation and construction by the Compensation Committee of any provision of this Plan or of any agreement,
notification or document evidencing the grant of an Award, and any determination by the Compensation Committee pursuant to any provision
of this Plan or of any such agreement, notification or document will be final and conclusive.
(c) To the extent permitted by applicable law, the Board or the Compensation Committee, as applicable, may, from time to
time, delegate to one or more of its members or to one or more officers of the Corporation, or to one or more agents or advisors, such
administrative duties or powers as it may deem advisable, and the Board, the Compensation Committee, the committee, or any person to
whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility
the Board or the Compensation Committee, the committee or such person may have under this Plan.
-25-