Exhibit 10.6
Stock Option Award
Agreement
2008 Award
Throughout this Award Agreement we
sometimes refer to Sprint Nextel Corporation and its subsidiaries
as “we” or “us.”
1. Award of Option
Right
On May 4, 2008 (the “Date
of Grant”), the Human Capital and Compensation Committee (the
“Compensation Committee”) of the Board of Directors of
Sprint Nextel granted you an Option Right to purchase from us
154,004 shares of Series 1 common stock, par value $2.00 per share
of Sprint Nextel (the “Common Stock”) at an Option
Price of $7.89 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 Award Agreement. 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 February 11,
2009, February 11, 2010, and February 11, 2011,
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.
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 can apply in the four
circumstances described below.
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Event
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Condition for
acceleration
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Effective date of
acceleration
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Death
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If you die before your Termination Date
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Death
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Disability
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If you have a
termination of employment under circumstances that would make you
eligible for benefits under the company’s long-term
disability plan
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Your
Termination Date
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Change in
Control
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If you have a
termination of employment during the CIC Severance Protection
Period under circumstances that you receive severance benefits
under the Sprint Nextel Separation Plan, the CIC Severance Plan, or
your employment agreement (if applicable).
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The date of
your involuntary termination without Cause (i.e., last day worked)
during the CIC Severance Protection Period
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1
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Normal
Retirement
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If your Termination Date is on or
after
• The first
anniversary of the Date of Grant,
and
• Your
65 th
birthday.
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Your
Termination Date
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CIC Severance Plan means the Sprint
Nextel Corporation Change in Control Plan, as it may be amended
from time to time or any successor plan.
CIC Severance Protection Period is
defined in the Plan. It means the time period commencing on the
date of the first occurrence of a Change in Control and continuing
until the earlier of (i) the 18-month anniversary of such date
or (ii) the Participant’s death.
Sprint Nextel Separation Plan means
the Sprint Nextel Separation Plan as it may be amended from time to
time or any successor plan.
Termination Date means your
termination of employment, or if, after your involuntary
termination you receive severance from us paid according to our
payroll cycle (i.e., not in a lump sum), Termination Date means the
last day of your severance pay period.
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. To exercise
you must:
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deliver a written election under
procedures established by the Treasurer of Sprint Nextel (including
by approved electronic medium) and
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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 market value on the Exercise Date equal to the total
Option Price, or
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by any combination of cash,
shares of Common Stock and other consideration as the Compensation
Committee may permit.
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If you pay the Option Price by
delivery of funds or shares of Common Stock, the value per share
for purposes of determining your taxable income from such an
exercise will be the Market Value Per Share of the Common Stock on
the immediately preceding day before the exercise except that we
will use the average of the high and low prices on that date in
lieu of the closing price.
2
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. The Market
Val
