Exhibit 10.1
Restricted Stock Unit Evidence of Award
Non-Employee Director Awards
Throughout this Evidence of Award we sometimes refer to Sprint
Nextel Corporation as “we” or “us” and to
participants as “you.”
1.
Award of Restricted Stock Units
The Human Capital and Compensation
Committee of the Board of Directors of Sprint Nextel has granted
you an Award of 3,637 Restricted Stock Units (RSUs) under the terms
of the Sprint Nextel Corporation 2007 Omnibus Incentive Plan (the
“Plan”) as of August 7, 2007 (the “Date of
Grant”). Each RSU represents the right for you to receive
from us one share of Series 1 common stock, par value $2.00
per share, of Sprint Nextel (the “Common Stock”) on the
vesting date. In addition, each RSU gives you the right to dividend
equivalents as described in paragraph 5 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 are subject to the
restrictions and conditions in this Evidence of Award. Your RSUs
vest 100 percent on the date of the first Annual Meeting of
Shareholders after the Date of Grant, conditioned upon you
continuously serving on our Board of Directors to that vesting
date. However, vesting of your RSUs may accelerate as described in
paragraph 4 below. RSUs that are subject to forfeiture on your
termination of service as a Director are called “unvested
RSUs,” and RSUs no longer subject to forfeiture or
restrictions on transfer are called “vested RSUs.” The
date on which the RSU becomes vested is its “vesting
date.”
3.
Forfeiture of RSUs
You will forfeit unvested RSUs if you
terminate your Board service with Sprint Nextel for any reason
(unless vesting of your RSUs accelerates under paragraph 4).
4.
Acceleration of Vesting
Unvested RSUs may become vested RSUs
before the time at which they would normally become vested by the
passage of time — that is, the vesting of RSUs may
accelerate. Accelerated vesting occurs upon (1) your
termination of Board service because of your death or Disability,
or (2) under the conditions described in Section 13 of
the Plan in connection with a Change in Control of Sprint
Nextel.
5.
Dividend Equivalents
If cash dividends are paid on the
Common Stock
