Sprint - Nextel 2012 Annual Report Download - page 235

Six - Month Payment Delay is defined in the Plan to mean the required delay in payment to a Participant who is a “ specified
employee ” of amounts subject to paragraph 409A of the Internal Revenue Code (the “ Code ” ) that are paid upon Separation from
Service.
6.
Dividends
If cash dividends are paid on the Common Stock underlying Adjusted RSUs, which you hold on the dividend record date as
determined retrospectively, you will receive a cash payment equal to the amount of the dividend that would be paid on such Common
Stock as soon as practicable after the Delivery Date but in no event later than 45 days after such date.
If non - cash dividends are paid on the Common Stock underlying such RSUs, the Compensation Committee, in its sole
discretion, may (1) adjust the RSUs as described in paragraph 10 of this Agreement; or (2) provide for distribution of the property
distributed in the non - cash dividend, in which case your vesting and delivery date for the property distributed on the Common Stock
underlying your RSUs will be Delivery Date (see below).
7.
Delivery Date; Market Value Per Share
The Delivery Date (the date as of which we distribute to you the Common Stock underlying your vested RSUs) is the Vesting
Date, or the day after the Six - Month Payment Delay if that delay applies to your RSUs. We calculate your taxable income on the
Delivery Date using the Market Value Per Share on the immediately preceding trading day, but we use the average of the high and
low reported prices of our Common Stock instead of the closing price. We will distribute the Common Stock underlying your vested
RSUs as soon as practicable after the Delivery Date, but in no event later than 45 days after the Delivery Date.
8.
Transfer of your RSUs and Designation of Beneficiaries
Your RSUs represent a contract between Sprint Nextel and you, and your rights under the contract are not assignable to any
other party during your lifetime nor do they give you a preferred claim to any particular assets or shares of Sprint Nextel. Upon your
death, shares of Common Stock underlying your RSUs will be delivered in accordance with the terms of the Award to any
beneficiaries you name in a beneficiary designation or, if you make no designation, to your estate.
9.
Plan Terms
All capitalized terms used in this Agreement that are not defined in this Agreement have the same meaning as those terms have
in the Plan. The terms of the Plan are hereby incorporated by this reference. The Plan is available online at
http://iconnect.corp.sprint.com/portal/iland/?
dochome=iw&docpath=IntranetDirectory/LandingPage/20080605_1650_10367056#LTI .
Event
Condition for acceleration
Effective date of acceleration
Death
If you die.
Date of your death.
Disability
If you have a Separation from Service under
circumstances that make you eligible for
benefits under the company's long - term
disability plan.
Your Separation from Service (or
immediately after the Six - Month
Payment Delay if you are a “ specified
employee ” subject to this delay).
Involuntary
Termination
without Cause
or Resignation
with Good
Reason
If you have a Separation from Service under
circumstances that you are entitled to receive
severance benefits under Section 9(b) of
your employment agreement.
Your Separation from Service (or after
the Six - Month Payment Delay if you are
a “ specified employee ” subject to this
delay).