Sprint - Nextel 2011 Annual Report Download - page 306

(g) Each grant of Performance Shares or Performance Units will be evidenced by an Evidence of Award, which Evidence of Award
will contain such other terms and provisions, consistent with this Plan, as the Committee may approve.
(h) Notwithstanding any other provision of the Plan or any Evidence of Award to the contrary, Performance Shares or Performance
Units shall be settled no later than two and one-half months after the end of the calendar year in which such Performance Shares or
Performance Units are no longer subject to a substantial risk of forfeiture (as such term is defined in Code Section 409A).
9. OTHER AWARDS.
(a) The Committee may, subject to limitations under applicable law, grant to any Participant such other awards that may be
denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that
may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or
exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the
Corporation or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards
valued by reference to the book value of Common Shares or the value of securities of, or the performance of specified Subsidiaries or
affiliates or other business units of the Corporation. The Committee shall determine the terms and conditions of such awards, which may
include the achievement of Management Objectives. Common Shares delivered pursuant to an award in the nature of a purchase right granted
under this Section 9 shall be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without
limitation, cash, Common Shares, other awards, notes or other property, as the Committee shall determine.
(b) The vesting period with respect to any award made pursuant to this Section 9 that is subject only to the period or periods of
continuous employment of the Participant by the Corporation or any Subsidiary that are necessary before such awards or installments thereof
shall become fully transferable shall not be less than three (3) years (which may include pro-rata or graded vesting over such period), which
shall be determined by the Committee on the Date of Grant, and 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 for the earlier termination of
the period or periods of continuous employment, and the immediate vesting of the Participant’s rights to all of the award subject to the grant,
in the event of a Change of Control, in accordance with Section 15 of this Plan.
(c) Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this
Section 9 of this Plan.
(d) The Committee may grant Common Shares 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 Committee.
-13-