Exhibit 10.2
Stock Option Award
Agreement
2009 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
[ ],
2009 (the “Date of Grant”), the Compensation Committee
of the Board of Directors of Sprint Nextel (the “Compensation
Committee”) granted you an Option Right to purchase from us
[<<
>>
shares] 1 [the number shares shown
above] 2 of Series 1 common stock, par
value $2.00 per share of Sprint Nextel (the “Common
Stock”) at an Option Price of
$<< . >>
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 (or “vested”) at a rate of
1
/
4
th of the total number of shares
subject to purchase on each of
[ ],
2010, [ ],
2011, [ ],
2012 and
[ ],
2013, conditioned upon you continuously serving as our employee
through each applicable vesting date. The portion of your Option
Right that has not vested as of your Termination Date will be
forfeited as of such date, except to the extent vesting accelerates
as described in paragraph 3 below.
3. Acceleration of
Vesting
The unvested portion of your Option
Right may become vested before the time at which it 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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Condition for
acceleration
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Effective date of
acceleration
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Death
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If you
die
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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 our long-term disability
plan
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Your
Termination Date
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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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Involuntary
Termination without Cause or Resignation with Good
Reason
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If you have an
Involuntary Termination without Cause, or you resign with Good
Reason, subject to your execution of a release as described under
Section 9(b) of your employment agreement.
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Your
Termination Date, without regard to clause (b)
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1
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For paper award
agreements.
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2
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For on-line grant
acceptance.
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Stock Option Award Agreement
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 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 and (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 (a) the
last day of your relationship with us as a common-law employee, or
(b) 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 we establish (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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•
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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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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.
To the extent permitted by law, you
may pay the Option Price from the proceeds of a sale through a
broker we designate. The Market Value Per Share
