Exhibit 4.1
EMPLOYEES STOCK PURCHASE PLAN
AMENDED AND RESTATED
EFFECTIVE APRIL 1, 2009
1. Purpose
The purpose of
this Employees Stock Purchase Plan is to encourage and
enable eligible employees of Sprint Nextel and its Subsidiaries to
acquire
proprietary interests in Sprint Nextel through the ownership of
Common Stock in
order to establish a closer identification of their interests with
those of
Sprint Nextel by providing them with another and more direct means
of
participating in its growth and earnings which, in turn, will
provide motivation
for participating employees to remain in the employ of and to give
greater
effort on behalf of Sprint Nextel. It is the intention of Sprint
Nextel to have
the Plan qualify as an "employee stock purchase plan" under Section
423 of the
Code. The provisions of the Plan shall, accordingly, be construed
so as to
extend and limit participation in a manner consistent with the
requirements of
that Section of the Code.
2. Definitions
The following
words or terms, when used herein, shall have the
following respective meanings:
(a) "Account"
shall mean the funds accumulated with respect to an
individual Employee as a result of deductions from his paycheck for
the purpose
of purchasing Common Stock under this Plan. The funds allocated to
an Employee's
Account shall remain the property of the respective Employee at all
times but
may be commingled with the general funds of Sprint Nextel.
(b) "Average
Market Price" shall mean the average of the high and low
prices of the applicable Common Stock for composite transactions
for the date in
question or, if no trade of such Common Stock shall have been made
on that date,
the next preceding date on which there was a trade of such Common
Stock.
(c) "Board" shall
mean the Board of Directors of Sprint Nextel.
(d) "Code" shall
mean the Internal Revenue Code of 1986, as amended.
(e) "Committee"
shall mean the Compensation Committee of the Board
unless the Board designates another committee consisting of three
or more
members of the Board who are not eligible to participate in this
Plan.
(f) "Compensation"
shall mean base pay and, if applicable, sales
commissions and shall exclude all other forms of compensation.
(g) "Date of
Grant" shall mean, with respect to each offering under the
Plan, the first day of the calendar quarter during which the
offering occurs. A
different date may be set by resolution of the Board.
(h) "Date of
Exercise" shall mean the date on which Options shall be
deemed exercised, which shall be the last day of the Purchase
Period. Different
dates may be set by resolution of the Board.
(i) "Eligible
Employee" or "Employee" shall mean all persons
continuously employed by Sprint Nextel or a participating
Subsidiary from the
14th day before the end of the month immediately preceding the
Purchase Period
through the Date of Grant for that offering; provided, however,
persons whose
customary employment is for less than twenty hours per week shall
not be an
"Employee" or an "Eligible Employee" as those terms are used
herein; and
provided further that the Committee may determine, as to any
offering under this
Plan, that the offer will not be extended to highly compensated
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employees (within the meaning of Section 414(q) of the Code or any
successor
Code section). An individual who is on sick leave or other company
approved
leave on the Date of Grant and who otherwise is an Eligible
Employee may enroll
in an offering under the Plan; provided, however, if on the Date of
Grant such
leave has exceeded a period of 90 days and the individual's right
to
reemployment is not guaranteed either by statute or by contract,
the individual
shall not be permitted to enroll.
(j) "ESPP Broker"
shall have the meaning assigned in Section 14(a).
(k) "Option" or
"Options" shall mean the right or rights granted to
Eligible Employees to purchase Common Stock under an offering made
under this
Plan.
(l) "Plan" shall
mean this Employees Stock Purchase Plan, as amended.
(m) "Plan
Administrator" shall mean the individual or individuals
appointed under Section 4 to carry out certain administrative
duties with
respect to the Plan.
(n) "Purchase
Period" shall mean, with respect to each offering under
the Plan, the period from and including the first business day of
each calendar
quarter commencing on or after October 1, 2005, through the last
business day of
each such calendar quarter. A different Purchase Period may be set
by resolution
of the Board. The Purchase Period relates to the period during
which payroll
deductions for payment for stock purchased under an offering under
this Plan are
made.
(o) "Shares," "Stock" or "Common
Stock" shall mean shares of $.01
par value Sprint Nextel Series 1 Common Stock.
(p) "Subscription
Period" shall mean, with respect to the offering
commencing on October 1, 2005, the period from September 6, 2005 to
September
23, 2005. Subscription Period for any subsequent offering shall
mean the period
from the first day of the calendar quarter preceding such offering
to the 14th
day before the end of the calendar quarter preceding such offering.
A different
Subscription Period may be set by resolution of the Board.
(q) "Sprint
Nextel" shall mean Sprint Nextel Corporation, a Kansas
corporation, or its successor.
(r) "Subsidiary"
shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting securities are held by Sprint
Nextel or by
Sprint Nextel together with one or more of its Subsidiaries whether
or not such
corporation now exists or is hereafter organized or acquired by
Sprint Nextel or
a Subsidiary.
3. Number of Shares Under the
Plan
A total of 170
million shares of Stock may be sold to Eligible
Employees under this Plan less shares of Stock previously sold
under the Plan,
as adjusted to reflect the effects of prior mergers,
recapitalizations and stock
splits. The Shares used under the Plan may be newly issued Shares
or may be
Shares purchased for the Plan on the open market or from private
sources, at the
option of Sprint Nextel. The number of shares of Stock that may be
sold pursuant
to each Subscription Period under the Plan is limited to 16 million
shares of
Stock, which number shall be appropriately adjusted by the Board
for a Purchase
Period on other than a quarterly basis. With respect to each
offering, the Board
of Directors will specify the Subsidiaries participating in the
offering and
such other terms and conditions not inconsistent with this Plan as
may be
necessary or appropriate.
In the event of
reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, offerings
of rights, or
any other change in the structure of Common Stock, the Board may
make such
adjustment, if any, as it may deem appropriate in the number, kind,
and the
Option price of Shares available for purchase under the Plan, and
in the number
of Shares which an Employee is entitled to purchase.
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4. Administration of the
Plan
This Plan shall be
administered by the Committee. The Committee is
vested with full authority to make, administer and interpret such
equitable
rules and regulations regarding this Plan as it may deem advisable.
Its
determinations as to the interpretation and operation of this Plan
shall be
final and conclusive.
To aid in
administering the Plan, the Board or the Committee shall
appoint a Plan Administrator and the Committee shall allocate to
the Plan
Administrator certain limited responsibilities to carry out the
directives of
the Committe
