Sprint - Nextel 2011 Annual Report Download - page 285

(d) To the extent permitted by applicable law, the Compensation Committee may, by resolution, authorize one or more
Executive Officers of the Corporation (each, an “Authorized Officer”), including the Chief Executive Officer of the Corporation, to do one or
b
oth of the following on the same basis as the Compensation Committee: (i) designate Participants to be recipients of Awards under this Plan,
(ii) determine the size of any such Awards; provided, however, that (A) the Compensation Committee shall not delegate such responsibilities
to any Executive Officer for Awards granted to a Participant who is an Executive Officer, a Director, or a more than 10% beneficial owner of
any class of the Corporation’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in
accordance with Section 16 of the Exchange Act, and (B) the resolution providing for such authorization sets forth the total number of shares
of Common Stock the Authorized Officer(s) may grant, and (iii) the Authorized Officer(s) shall report periodically to the Compensation
Committee, as the case may be, regarding the nature and scope of the Awards granted pursuant to the authority delegated. In no event shall
any such delegation of authority be permitted with respect to Awards to any Executive Officer or any person subject to Section 162(m) of the
Code.
12. Adjustments. The Board shall make or provide for such adjustments in the numbers of shares of Common Stock covered by
outstanding Option Rights, Appreciation Rights, Restricted Stock Units, Performance Shares, Performance Units and, if applicable, in the
number of shares of Common Stock covered by other awards granted pursuant to Section 10 hereof, in the Option Price and Base Price
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rovided in outstanding Option Rights and Appreciation Rights, and in the kind of shares covered thereby, as is equitably required to prevent
dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (i) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure of the Corporation, or (ii) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to
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urchase securities, or (iii) any other corporate transaction or event having an effect similar to any of the foregoing; however, in the event of
any such transaction or event, any adjustments shall be in compliance with or maintain exemption from Section 409A of the Code. Such
adjustments shall be made automatically, without the necessity of Board action, on the customary arithmetical basis in the case of any stock
split, including a stock split effected by means of a stock dividend, and in the case of any other dividend paid in shares of Common Stock;
however, any adjustment shall be in compliance with or maintain exemption from Section 409A of the Code. Moreover, in the event of any
such transaction or event specified in this Section 12, the Board, in its discretion, and subject to ensuring compliance with or exemption from
Section 409A of the Code, may provide in substitution for any or all outstanding Awards under this Plan such alternative consideration
(including cash), if any, as it may determine, in good faith, to be equitable in the circumstances and may require in connection therewith the
surrender of all Awards so replaced. The Board also shall make or provide for such adjustments in the numbers of shares specified in Section
3 of this Plan as is appropriate to reflect any transaction or event described in this Section 12; provided, however, that any such adjustment to
the number specified in Section 3(b) will be made only if and to the extent that such adjustment would not cause any Option Right intended to
qualify as an Incentive Stock Option to fail so to qualify.
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