Sprint - Nextel 2011 Annual Report Download - page 307

10. TRANSFERABILITY.
(a) Except as provided in Section 10(b) and 10(c) below, no Option Right, Appreciation Right or other derivative security granted
under the Plan shall be transferable by the Participant except by will or the laws of descent and distribution. Except as otherwise determined
by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the
event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a
fiduciary capacity under state law and/or court supervision.
(b) Notwithstanding Section 10(a) above, an Option Right, Appreciation Right or other derivative security granted under the Plan
may be transferable upon the death of the Participant, without payment of consideration therefor, to any one or more family members (as
defined in the General Instructions to Form S-8 under the Securities Act of 1933) of the Participant, as may have been designated in writing
by the Participant by means of a form of beneficiary designation approved by the Corporation. Such beneficiary designation may be made at
any time by the Participant and shall be effective when it is filed, prior to the death of the Participant, with the Corporation. Any beneficiary
designation may be changed by the filing of a new beneficiary designation, which will cancel any beneficiary designation previously filed
with the Corporation.
(c) Notwithstanding Section 10(a) above, an Option Right (except with respect to an Incentive Stock Option), Appreciation Right or
other derivative security granted under the Plan may be transferable by the Participant without payment of consideration therefor, to any one
or more family members (as defined in the General Instructions to Form S-8 under the Securities Act of 1933) of the Participant; provided,
however, that such transfer will not be effective until notice of such transfer is delivered to the Corporation; and provided, further, however,
that any such transferee is subject to the same terms and conditions hereunder as the Participant.
(d) The Committee may specify at the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by
the Corporation upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred
Shares or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial risk of
forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer.
11. ADJUSTMENTS.
(a) The Board (or as delegated by the Board, the Committee) may make or provide for such adjustments in the number of Common
Shares covered by outstanding Option Rights, Appreciation Rights, Deferred Shares and Performance Shares granted hereunder, the Option
Price per Common Share or Base Price per Common Share applicable to any such Option Rights and Appreciation Rights, and the kind of
shares (including shares of another issuer) covered thereby, as the Board (or as delegated by the Board, the Committee) may in good faith
determine to be equitably required in order to prevent dilution or expansion of the rights of Participants 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, (ii) any
merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets,
issuance of warrants or other rights to purchase securities or (iii)
-14-