Attached files

file filename
10-Q - FORM 10-Q - SPRINT Corpd10q.htm
EX-12 - COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES - SPRINT Corpdex12.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 1350 - SPRINT Corpdex322.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 1350 - SPRINT Corpdex321.htm
EX-10.3 - FORM OF AWARD AGREEMENT - SPRINT Corpdex103.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A - 14(A) - SPRINT Corpdex312.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A - 14(A) - SPRINT Corpdex311.htm
EX-10.6 - FORM OF AWARD AGREEMENT - SPRINT Corpdex106.htm
EX-10.2 - FORM OF AWARD AGREEMENT - SPRINT Corpdex102.htm
EX-10.4 - FORM OF AWARD AGREEMENT - SPRINT Corpdex104.htm
EX-10.1 - FORM OF AWARD AGREEMENT - SPRINT Corpdex101.htm
EXCEL - IDEA: XBRL DOCUMENT - SPRINT CorpFinancial_Report.xls

Exhibit 10.5

Stock Option Award Agreement

2010 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 February 25, 2010 (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 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”) on May 1, 2012, or on the date vesting is accelerated as described in paragraph 3 below if earlier (the “Vesting Date”), conditioned upon, as applicable, (a) you continuously serving as our employee through the Vesting Date or (b) in the event of your involuntary termination (not for Cause) or resignation for Good Reason as defined in your December 31, 2008 Amended and Restated Employment Agreement with us as amended on December 22, 2009 (the “Employment Agreement”), your compliance with your restrictive covenants through the Restricted Period as described in your Employment Agreement. Except as provided in clause (b) above or unless vesting of your Option Right accelerates as described in paragraph 3 below, the portion of your Option Right that has not vested as of the date of your termination of employment with us for any reason will be forfeited as of such date.

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 two circumstances described below.

 

Event

  

Condition for acceleration

  

Effective date of acceleration

Death

   If you die    Death

Disability

   If you have a termination of employment under circumstances that would make you eligible for benefits under our long-term disability plan    Your Termination Date

Termination Date means the later of (a) the last day of your relationship with us as a common-law employee, and (b) if, after your involuntary termination you receive severance from us paid according to our payroll cycle (i.e., not in a lump sum), the last day of your severance pay period.


Brust Stock Option Award Agreement

 

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:

 

   

deliver a written election under procedures we establish (including by approved electronic medium) and

 

   

pay the Option Price.

You may pay the Option Price by

 

   

check or by wire transfer of immediately available funds,

 

   

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

 

   

any combination of cash, shares of Common Stock and other consideration as the Compensation Committee may permit.

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 for purposes of determining your taxable income from such an exercise will be the actual price at which the broker sold the shares.

5. Expiration of Option Right

Unless terminated earlier in accordance with the terms of this Award Agreement or the Plan, the Option Right granted herein will expire at 4:00 P.M., U.S. Eastern Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). If the tenth anniversary of the Grant Date, however, is a Saturday, Sunday or any other day on which the market on which our Common Stock trades is closed (a “Non-Business Day”), then the Expiration Date will occur at 4:00 P.M., U.S. Eastern Time, on the first business day before the tenth anniversary of the Grant Date.

6. Effect of your Termination of Employment

The length of time you have to exercise your vested Option Right after your termination of employment with us depends on the reason for your termination. The table below describes the post-termination exercise period for the various termination reasons. The Option Right will expire as of the end of the applicable period. In no event, however, may you exercise your Option Right after the Expiration Date.

 

  Page 2 of 5


Brust Stock Option Award Agreement

 

Termination Event

  

Time to Exercise Vested Options

Resignation

   May exercise up through the 90th day after your Termination Date

Death *

   May exercise up through the 12th month after your Termination Date

Disability – if you have a termination of employment under circumstances that would make you eligible for benefits under the company’s long-term disability plan *

   May exercise up through 60 months after your Termination Date

Involuntary termination (not for Cause) or resignation for Good Reason

   May exercise up through the third anniversary of your Termination Date**

For Cause

   Forfeited as of Termination Date

 

* See paragraph 3 for rules regarding acceleration of vesting.
** Conditioned upon your compliance with your restrictive covenants through the Restricted Period as described in your Employment Agreement.

If the last day to exercise under the schedule described in the table above is a Non-Business Day, then you must exercise no later than the previous business day.

You are solely responsible for managing the exercise of your Option Award in order to avoid inadvertent expiration.

7. Transfer of your Option Right and Designation of Beneficiaries

Your Option Right represents a contract between Sprint Nextel and you, and your rights under the contract are not assignable to any other party during your lifetime. Upon your death, your Option Right may be exercised in accordance with the terms of the Award by any beneficiary you name in a beneficiary designation or, if you make no designation, by your estate.

8. Plan Terms

All capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the same meaning as those terms have in the Plan. The terms of the Plan are hereby incorporated by this reference. The Plan is available on line at http://iconnect.nextel.com/portal/iland/?dochome=iw&docpath=IntranetDirectory/LandingPage/20050315_11555#LTI.

9. Adjustment

In the event of any change in the number or kind of outstanding shares of our Common Stock by reason of a recapitalization, merger, consolidation, reorganization, separation, liquidation, stock split, stock dividend, combination of shares or any other change in our corporate structure or shares of our Common Stock, an appropriate adjustment will be made consistent with applicable provisions of the Code and applicable Treasury Department rulings and regulations in the number and kind of shares subject to outstanding Awards and any other adjustments as the Board deems appropriate.

 

  Page 3 of 5


Brust Stock Option Award Agreement

 

10. Amendment; Discretionary Nature of Plan

This Award Agreement is subject to the terms of the Plan, as may be amended from time to time, except that the Award which is the subject of this Award Agreement may not be materially impaired by any amendment or termination of the Plan approved after the Date of Grant without your written consent. You acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Option Award under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of Option Awards, other types of grants under the Plan, or benefits in lieu of such grants in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of shares underlying the Option Award granted, and vesting provisions.

11. Data Privacy

By entering into this agreement, you (i) authorize us, and any agent of ours administering the Plan or providing Plan recordkeeping services, to disclose to us or our subsidiaries such information and data as we or our subsidiaries request in order to facilitate the grant of the Option Right and the administration of the Plan; (ii) waive any data privacy rights you may have with respect to such information; and (iii) authorize us to store and transmit such information in electronic form.

12. Governing Law

This Award Agreement will be governed by the laws of the State of Kansas. No shares of Common Stock will be delivered upon the exercise of the Option Right unless counsel for the Company is satisfied that such delivery will be in compliance with all applicable laws.

13. Severability

The various provisions of this Award Agreement are severable, and any determination of invalidity or unenforceability of any one provision shall have no effect on the remaining provisions.

14. Entire Agreement

You hereby acknowledge that you have read the 2007 Omnibus Incentive Plan Information Statement dated             (the “Information Statement”) available on line at
http://iconnect.nextel.com/portal/iland/?dochome=iw&docpath=IntranetDirectory/LandingPage/20050315_11555#LTI
. To the extent not inconsistent with the provisions of this Award Agreement, the terms of the Information Statement and the Plan are hereby incorporated by reference. This Award Agreement, along with the Information Statement and the Plan, contain the entire understanding of the parties.

 

  Page 4 of 5


Brust Stock Option Award Agreement

 

Sprint Nextel Corporation
By:    
 
 

Employee

This document constitutes part of a prospectus covering securities that have been

registered under the Securities Act of 1933

 

  Page 5 of 5