Exhibit 10.7
Restricted Stock Unit 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 Restricted Stock
Units
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 Award of 96,774 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. Subject to the restrictions and conditions of the Plan and
this Award Agreement, each RSU represents the right for you to
receive from us one share of Common Stock on the Vesting Date and
gives you the right to dividend equivalents as described in
paragraph 3 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.
2. Restriction
Period
Your RSUs vest 100 percent on
February 11, 2011, or on the date vesting is accelerated as
described in paragraph 5 below (the “Vesting Date”),
conditioned upon you continuously serving as our employee through
that Vesting Date. RSUs that are subject to forfeiture on your
termination of service as an employee are called “unvested
RSUs,” and RSUs no longer subject to forfeiture or
restrictions on transfer are called “vested
RSUs.”
3. Dividends
If cash dividends are paid on the
Common Stock underlying your RSUs, and you hold the RSUs on the
dividend record date, each year you will receive a cash payment
equal to the amount of the dividend that would be paid on the
Common Stock underlying your RSUs.
If non-cash dividends are paid on
the Common Stock underlying your RSUs, the Compensation Committee,
in its sole discretion, may (1) adjust the RSUs as described
in Section 9 of this Award Agreement or, (2) provide for
distribution of the property distributed in the non-cash dividend.
If the Compensation Committee provides for distribution of the
non-cash dividend, and you hold the RSUs on the dividend record
date, your vesting and delivery dates for the property distributed
on the Common Stock underlying your RSUs will be the same as those
dates for the RSUs.
4. Forfeiture of
RSUs
You will forfeit unvested RSUs if
you terminate your service with us for any reason (unless vesting
of your RSUs accelerates under paragraph 5).
5. Acceleration of Vesting;
Continued Vesting during Separation Pay Period
Unvested RSUs may become vested RSUs
before the time at which they would normally become vested —
that is, the vesting of RSUs may accelerate. Accelerated vesting
occurs under the four circumstances described below:
1
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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
Separation from Service under circumstances that make you eligible
for benefits under the company’s long-term disability
plan.
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Your Separation
from Service (or after the Six-Month Payment Delay if you are a
“specified employee” subject to this delay).
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Change in
Control
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If you have a
Separation from Service 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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Your Separation
from Service (or after the Six-Month Payment Delay if you are a
“specified employee” subject to this delay).
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Normal
Retirement Age
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If (1) you
attain age 65, but only if your RSUs have been outstanding for at
least one year, or (2) the first anniversary of the Date of Grant,
but only if you are age 65 or older on that anniversary
date.
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The later of
your (1) 65 th birthday, or (2) the first anniversary of the
Date of Grant.
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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.
Separation from Service is defined
in the Plan. Generally, it means the date of your termination of
employment with us. To contrast the dat
