Sprint - Nextel 2012 Annual Report Download - page 234

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 [number] Restricted Stock Units ( “ RSUs ” ) 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 Separation from Service (unless your Separation from Service 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 Separation from Service date as compared to the entire performance period. Separation from Service is defined in the Plan.
Generally, it means the date of your termination of employment with us.
5.
Acceleration of Vesting
Unvested RSUs may vest before the time at which they would normally become vested - that is, the vesting of RSUs may
accelerate. Accelerated vesting occurs under the following circumstances:
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1 For Section 16 Officers only.