Sprint - Nextel 2011 Annual Report Download - page 314

(c) No Participant shall have any rights as a stockholder with respect to any shares subject to awards granted to him or her under this
Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of the Corporation.
(d) If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or
any award under any law deemed applicable by the Board, such provision shall be construed or deemed amended or limited in scope to
conform to applicable laws or, in the discretion of the Board, it shall be stricken and the remainder of the Plan shall remain in full force and
effect.
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EXHIBIT 10.58
Restricted Stock Unit Award Agreement
Retention Award
Throughout this Award Agreement we sometimes refer to Sprint Nextel Corporation and its subsidiaries as “we” or “us.”
1. Award of Restricted Stock Units
On November 5, 2009 (the “Date of Grant”), the Compensation Committee of the Board of Directors of Sprint Nextel (the
“Compensation Committee”) granted you an Award of 84,635 Restricted Stock Units (RSUs) under the terms of the Sprint Nextel
Corporation 2007 Omnibus Incentive Plan (the “Plan”). Subject to the restrictions and conditions of the Plan and this Award Agreement, each
RSU represents the right for you to receive from us one share of Common Stock on the Vesting Date and gives you the right to dividend
equivalents as described in paragraph 3 below. Your right to receive shares of Common Stock under the RSUs is a contractual right between
you and us and does not give you a preferred claim to any particular assets or shares of Sprint Nextel.
2. Restriction Period
Your RSUs vest 100 percent on the third anniversary of the closing of the acquisition of Virgin Mobile USA, Inc., or on the date
vesting is accelerated as described in paragraph 5 below (the “Vesting Date”), conditioned upon you continuously serving as our employee
through that Vesting Date. RSUs that are subject to forfeiture on your termination of service as an employee are called “unvested RSUs,” and
RSUs no longer subject to forfeiture or restrictions on transfer are called “vested RSUs.”
3. Dividends
If cash dividends are paid on the Common Stock underlying your RSUs, and you hold the RSUs on the dividend record date, each
year you will receive a cash payment equal to the amount of the dividend that would be paid on the Common Stock underlying your RSUs.
If non-cash dividends are paid on the Common Stock underlying your RSUs, the Compensation Committee, in its sole discretion, may
(1) adjust the RSUs as described in Section 9 of this Award Agreement or, (2) provide for distribution of the property distributed in the non-
cash dividend. If the Compensation Committee provides for distribution of the non-cash dividend, and you hold the RSUs on the dividend
record date, your vesting and delivery dates for the property distributed on the Common Stock underlying your RSUs will be the same as
those dates for the RSUs.
4. Forfeiture of RSUs
You will forfeit unvested RSUs if you terminate your service with us for any reason (unless vesting of your RSUs accelerates under
p
aragraph 5).
5. Acceleration of Vesting; Continued Vesting during Separation Pay Period
Unvested RSUs may become vested RSUs before the time at which they would
Section 10: EX-10.58 (RETENTION AWARD)