Sprint - Nextel 2011 Annual Report Download - page 303

(i) Each grant shall specify in respect of each Free-Standing Appreciation Right a Base Price per Common Share, which shall
be equal to or greater than the Market Value Per Share on the Date of Grant;
(ii) Successive grants may be made to the same Participant regardless of whether any Free-Standing Appreciation Rights
previously granted to the Participant remain unexercised; and
(iii) No Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of
Grant.
6. RESTRICTED SHARES. The Committee may authorize grants or sales to Participants of Restricted Shares upon such terms and
conditions as the Committee may determine in accordance with the following provisions:
(a) Each grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration
of the performance of services, entitling such Participant to dividend, voting and other ownership rights, subject to the substantial risk of
forfeiture and restrictions on transfer hereinafter referred to.
(b) Each grant or sale 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.
(c) Each grant or sale (i) shall provide that the Restricted Shares covered thereby shall be subject to a “substantial risk of forfeiture”
within the meaning of Section 83 of the Code for a period of not less than three (3) years (which may include pro-rata or graded vesting over
such period) to be determined by the Committee on the Date of Grant and (ii) unless otherwise expressly determined in a resolution duly
adopted by the Committee on the Date of Grant or such later date on which the Committee may ratify such grant, shall provide that the
Restricted Shares shall provide for the earlier lapse of such substantial risk of forfeiture in the event of a Change of Control, in accordance
with Section 15 of this Plan.
(d) Notwithstanding anything to the contrary in Section 6(c), the three-year substantial risk of forfeiture period may be reduced in
the case of grants to New Hires to replace forfeited awards from a prior employer or for grants that are a form of payment for earned
Performance Shares or Performance Units.
(e) Each grant or sale shall provide that, during the period for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee on the
Date of Grant. Such restrictions may include without limitation rights of repurchase or first refusal in the Corporation or provisions subjecting
the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee.
(f) Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early
termination of the restrictions applicable to such Restricted Shares. Each grant may specify in respect of such Management Objectives a
minimum level of achievement and may set forth a formula for determining the number of shares of Restricted Shares on which restrictions
will terminate if performance is at or above the minimum
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