Sprint - Nextel 2011 Annual Report Download - page 288

(B) the Market Value Per Share of the shares of Common Stock on the date acquired; and
(iv) pay to the Corporation or the Subsidiary in cash the Spread, with respect to any Option Rights or Appreciation
Rights exercised where no shares of Common Stock were retained by the Participant upon such exercise.
(b) To the extent that such amounts are not paid to the Corporation or the Subsidiary, the Corporation may seek other
remedies, including a set off of the amounts so payable to it against any amounts that may be owing from time to time by the Corporation or a
Subsidiary to the Participant for any reason, including, without limitation, wages, deferred compensation or vacation pay. To the extent that
any set off under this section of the Plan causes the Participant to become subject to taxes under Section 409A of the Code, the responsibility
for payment of such taxes lies solely with the Participant.
15. Non-U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Board or the
Compensation Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by
the Corporation or any Subsidiary outside of the United States of America or who provide services to the Corporation or any Subsidiary under
an agreement with a foreign nation or agency, as the Board or the Compensation Committee may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom. Moreover, the Compensation Committee may approve such supplements to or
amendments, restatements or alternative versions of this Plan (including, without limitation, sub-plans) as it may consider necessary or
appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary of the
Board or other appropriate officer of the Corporation may certify any such document as having been approved and adopted in the same
manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are
inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without
further approval by the stockholders of the Corporation.
16. Transferability.
(a) Except as otherwise determined by the Board or the Compensation Committee pursuant to the provisions of Section 16
(c), no Award or dividend equivalents paid with respect to Awards made under this Plan shall be transferable by the Participant except by will
or the laws of descent and distribution, and may be otherwise transferred in a manner that protects the interest of the Corporation as the Board
or the Compensation Committee may determine; provided, that if so determined by the Compensation Committee, each Participant may, in a
manner established by the Board or the Compensation Committee, designate a beneficiary to exercise the rights of the Participant with respect
to any Award upon the death of the Participant and to receive shares of Common Stock or other property issued upon such exercise.
(b) The Compensation Committee or an Authorized Officer may specify at the Date of Grant that part or all of the shares of
Common Stock that are (i) to be issued or
-29-