exv10w2



 





EXHIBIT 10.2




Restricted Stock Unit Evidence of Award

Paul Saleh



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.



2. Restriction Period




     Your RSUs are subject to the restrictions and conditions in this Evidence of Award. Your RSUs
vest 100 percent on the third anniversary of the Date of Grant, conditioned upon you continuously
serving as our employee through 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 an employee 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.”



3. Forfeiture of RSUs




     You will forfeit unvested RSUs if you terminate your 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 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.



5. Dividend Equivalents




     If cash dividends are paid on the Common Stock underlying your RSUs, and you hold the RSUs on
the dividend record date, you will receive on the dividend payment date a cash payment equal to the
amount of the dividend paid on the underlying stock.



6. Transfer of RSUs and Designation of Beneficiaries




     RSUs represent 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, shares will be
delivered in accordance with the terms of the Award to any beneficiaries you name in a beneficiary
designation or, if you make no designation, to your estate.



     7. Plan Terms



 









 





     All capitalized terms used in this Evidence of Award have the same meaning as those terms have
in the Plan. The terms of the Plan are hereby incorporated by this reference. A copy of the Plan
will be furnished upon request.



8. 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 Internal Revenue 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.



9. Amendment




     This Evidence of Award 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 Evidence of Award may not be materially
impaired by any amendment or termination of the Plan approved after the Date of Grant without your
written consent.



10. 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 RSUs 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.



11. Governing Law




     This Evidence of Award will be governed by the laws of the State of Kansas.



12. Severability




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



13. Entire Agreement




     This Evidence of Award contains the entire understanding of the parties. This Evidence of
Award may not be modified or amended except in writing duly signed by the parties, except that we
may adopt a modification or amendment to the Evidence of Award that is not materially adverse to
you. Any waiver or any right or failure to perform under this Evidence of Award must be in writing
signed by the party granting the waiver and will not be deemed a waiver of any subsequent failure
to perform.



	 	 	 	 	 
	 	Sprint Nextel Corporation

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



This document constitutes part of a prospectus covering securities that have been 
registered under the Securities Act of 1933