Sprint - Nextel 2012 Annual Report Download - page 220

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Exhibit 10.32
Stock Option Award Agreement
2012 Long - term Incentive Plan Award
Throughout this Award Agreement (the “ Agreement ” ) we sometimes refer to Sprint Nextel Corporation and its subsidiaries as “ we ”
or “ us. ”
1.
Award of Option Right
On February 22, 2012 (the “ Date of Grant ” ), the Compensation Committee of the Board of Directors of Sprint Nextel (the
“ Compensation Committee ” ) granted you an Option Right to purchase from us the number shares shown above of Series 1 common
stock, par value $2.00 per share of Sprint Nextel (the “ Common Stock ” ) at an Option Price of $ <<__.__ >> per share. The Option
Right is governed by the terms of the Sprint Nextel Corporation 2007 Omnibus Incentive Plan (the “ Plan ” ) and is subject to the terms
and conditions described in this Agreement. The Option Right is not intended to qualify as an “ incentive stock option ” within the
meaning of Section 422 of the Internal Revenue Code of 1986 (the “ Code ” ).
2.
When the Option Right Becomes Exercisable
Your Option Right becomes exercisable (or “ vested") at a rate of 1/3
rd
of the total number of shares subject to purchase on
each of February 22, 2013, February 22, 2014, and February 22, 2015, conditioned upon you continuously serving as our employee
through each applicable vesting date. The portion of your Option Right that has not vested as of your Termination Date (see
paragraph 3) will be forfeited immediately after such date, except to the extent vesting accelerates as described in paragraph 3.
3.
Acceleration of Vesting
The unvested portion of your Option Right may become vested before the time at which it would normally become vested by
the passage of time - that is, the vesting may accelerate. Accelerated vesting can apply in the four circumstances described below.
Section 4: EX-10.32 (FORM OF AWARD AGREEMENT (AWARDING
STOCK OPTIONS))
Event
Condition for acceleration
Effective date of acceleration
Death
If you die
Death
Disability
If you have a termination of employment
under circumstances that would make you
eligible for benefits under our long - term
disability plan
Your Termination Date
Change in
Control
If you have a termination of employment
during the CIC Severance Protection Period
under circumstances that you receive
severance benefits under the Sprint Nextel
Your Termination Date (without regard
to clause (b))