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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
Restricted Stock Units (RSUs) under the terms of the Sprint Nextel
Corporation 2007 Omnibus Incentive Plan (the “Plan”) as
of
(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.
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.”
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.
If cash dividends
are paid on the Common Stock underlying your RSUs, and you hold the
RSUs
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