Sprint - Nextel 2011 Annual Report Download - page 292

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rior to any exchange offer), the per share exercise price of such Option is greater than the higher of (a) the then-current 52-week high pe
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share trading price of our Common Stock and (b) 150% of the then-current per share trading price of our Common Stock. Subject to the
foregoing, the Compensation Committee shall be permitted to determine additional terms, restrictions or requirements relating to the Option
Exchange Program.
(d) If permitted by Section 409A of the Code, in case of termination of service by reason of death, Disability or Normal
Retirement, or in the case of unforeseeable emergency or other special circumstances, of a Participant who holds an Option Right or
Appreciation Right not immediately exercisable in full, or any shares of Restricted Stock as to which the substantial risk of forfeiture or the
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rohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed,
or any Performance Shares or Performance Units which have not been fully earned, or any other awards made pursuant to Section 10 subject
to any vesting schedule or transfer restriction, or who holds shares of Common Stock subject to any transfer restriction imposed pursuant to
Section 16 of this Plan, the Compensation Committee may, in its sole discretion, accelerate the time at which such Option Right, Appreciation
Right or other award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will
lapse or the time when such Restriction Period will end or the time at which such Performance Shares or Performance Units will be deemed to
have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any
such award, except in the case of a Qualified Performance-Based Award where such action would result in the loss of the otherwise available
exemption of the Award under Section 162(m) of the Code.
(e) Subject to Section 20(c) hereof, the Compensation Committee may amend the terms of any Award theretofore granted
under this Plan prospectively or retroactively, except in the case of a Qualified Performance-Based Award where such action would result in
the loss of the otherwise available exemption of such Award under Section 162(m) of the Code. In such case, the Compensation Committee
will not make any modification of the Management Objectives or the level or levels of achievement with respect to such Qualified
Performance-Based Award. Subject to Section 12 above, no amendment shall materially impair the rights of any Participant without his or her
consent.
21. Substitute Awards for Awards Granted by Other Entities. Substitute Awards may be granted under this Plan for grants or
awards held by Employees of a company or entity who become Employees of the Corporation or a Subsidiary as a result of the acquisition,
merger or consolidation of the employer company by or with the Corporation or a Subsidiary. Except as otherwise provided by applicable law
and notwithstanding anything in the Plan to the contrary, the terms, provisions and benefits of the Substitute Awards so granted may vary
from those set forth in or required or authorized by this Plan to such extent as the Compensation Committee at the time of the grant may deem
appropriate to conform, in whole or part, to the terms, provisions and benefits of grants or awards in substitution for which they are granted.
22. Governing Law. This Plan and all grants and Awards and actions taken thereunder shall be governed by and construed in
accordance with the internal substantive laws of the State of Kansas.
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