Sprint - Nextel 2012 Annual Report Download - page 225

This Agreement, along with the Information Statement and the Plan, contain the entire understanding of the parties.
Sprint Nextel Corporation
By: ________________________
This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933
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Exhibit 10.33
Performance - Based Restricted Stock Unit Award Agreement
2012 Long - term Incentive Plan Award
Throughout this Award Agreement ( “ Agreement ” ) we sometimes refer to Sprint Nextel Corporation and its subsidiaries as “ we ” or
“ us. ”
1.
Award of Restricted Stock Units
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 Award of the number of Restricted Stock Units ( “ RSUs ” ) shown above under the terms
of the Sprint Nextel Corporation 2007 Omnibus Incentive Plan (the “ Plan ” ). Subject to the terms and conditions of the Plan and this
Agreement, an RSU represents the right for you to receive from us one share of Common Stock and dividends.
2.
Performance Adjustment
Your RSUs are subject to the Corporation's achievement against financial objectives, as established by the Compensation
Committee, during the three - year performance period (2012 through 2014). Subject to the discretion of the Compensation
Committee, your RSUs will be adjusted (either 0% or 100%) as soon as reasonably practicable following the performance period
based on achievement on each objective as weighted [and the 162(m) objective] For Section 16 Officers only. (your “ Adjusted RSUs). ”
3.
Restriction Period
Subject to the terms and conditions of this Award, and conditioned on you continuously serving as our Employee to the
earlier of the following dates except as provided in paragraph 4 below, you will become vested in your Adjusted RSUs on the third
anniversary of the Date of Grant (or the date of the performance adjustment under paragraph 2 if later) or, if earlier, in your
unadjusted RSUs on the date vesting is accelerated as described in paragraph 5 below (in either case, the “ Vesting Date ” ).
4.
Forfeiture of RSUs; Continued Vesting
You will forfeit unvested RSUs immediately after your Termination Date, unless your Termination Date is on or after the later
of your 65
th
birthday and the second anniversary of the Date of Grant, in which case you will not forfeit your unvested RSUs, the
continuati o n of employment requirement in paragraph 3 shall not apply and your Adjusted RSUs shall be prorated based on your
Termination Date as compared to the entire performance period. Termination Date means the later of (a) the last day of your
relationship with us as a common - law employee as reflected on our payroll records, and (b) if after your involuntary termination you
Section 5: EX-10.33 (FORM OF AWARD AGREEMENT (AWARDING
RESTRICTED STOCK UNITS) OFFICERS)