Exhibit 10.2
Sign-On Awards — Exhibit B
Evidence of Award
Keith Cowan
Throughout this Evidence of Award we sometimes refer to Sprint
Nextel Corporation and its subsidiaries as “we” or
“us.”
Option Right
1.
Award of Option Right
The Human Capital and Compensation
Committee of the Board of Directors of Sprint Nextel has granted
you an Option Right to purchase from us 315,657 shares of
Series 1 common stock, par value $2.00 per share of Sprint
Nextel (the “Common Stock”) at an Option Price of
$21.48 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 Evidence of Award. 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
at a rate of 1/3 rd of the total
number of shares subject to purchase on each of the first three
anniversaries of the Date of Grant, conditioned upon you
continuously serving as our employee through those vesting dates.
You will forfeit the unvested shares under your Option Right if
your service with us ends for any reason, unless vesting
accelerates as described in paragraph 3 below. These rules, and the
post-termination exercise periods are described in Section 6
of this Evidence of Award below.
3.
Acceleration of Vesting
Unvested shares under your Option
Right may become vested before the time at which they would
normally become vested by the passage of time — that is, the
vesting may accelerate. Accelerated vesting occurs upon
(1) your termination of service because of your death or
Disability, or (2) under the conditions described in
Section 13 of the Plan in connection with your termination
without Cause following a Change in Control of Sprint Nextel.
4.
Exercise of Option Right
To the
extent it has vested, you may exercise your Option Right under this
Award in whole or in part at the time or times as permitted by the
Plan if the Option Right has not otherwise expired, been forfeited
or terminated. You exercise by delivering a written election under
procedures established by the Treasurer of Sprint Nextel (including
by approved electronic medium) and paying the Option Price. You may
pay the Option Price by
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check or by wire transfer of immediately available funds, |
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actual or constructive transfer of shares of Common Stock you
have owned for at least six months having a Fair Market Value on
the Exercise Date equal to the total Option Price, |
or by
any combination of cash, shares of Common Stock and other
consideration as the Committee may permit. To the extent permitted
by law, you may pay the Option Price from the proceeds of a sale
through a broker designated by the Treasurer of Sprint
Nextel.
5.
Expiration of Option Right
Unless
terminated earlier in accordance with the terms of this Evidence of
Award or the Plan, the Option Right granted herein will expire at
4:00 P.M., U.S. Eastern Time, on the tenth Anniversary of the Grant
Date (the “Expiration Date”). If the Expiration Date is
a Saturday, Sunday or any other day on which the market on which
our Common Stock trades is closed (a “Non-Business
Day”), then the Option Right granted herein will expire,
unless earlier terminated in accordance with the terms of this
Evidence of Award or the Plan, at 4:00 P.M., U.S. Eastern Time, on
the first business day before the Expiration Date.
6.
Effect of your Termination of Employment
If you
cease to be an employee of Sprint Nextel for any reason, the effect
on your Option Right is described below. In no event may your
Option Right be exercised after the Expiration Date. If, after your
involuntary termination, you receive salary continuation paid
according to the payroll cycle (i.e., not in a lump sum),
Termination Date for purpose of this table means the last day of
your severance pay period.
