exv10w3



 





Exhibit 10.3




2007 Awards — Exhibit A

Evidence of Award

Keith Cowan



Throughout this Evidence of Award we sometimes refer to Sprint Nextel Corporation and its
subsidiaries as “we” or “us.”




Option Right




1. Award of Option Right




     The Human Capital and Compensation Committee of the Board of Directors of Sprint Nextel has
granted you an Option Right to purchase from us 157,828 shares of Series 1 common stock, par value
$2.00 per share of Sprint Nextel (the “Common Stock”) at an Option Price of $21.48 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 Evidence of Award. 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 at a rate of 1/3rd of the total number of
shares subject to purchase on each of the first three anniversaries of the Date of Grant,
conditioned upon you continuously serving as our employee through those vesting dates. You will
forfeit the unvested shares under your Option Right if your service with us ends for any reason,
unless vesting accelerates as described in paragraph 3 below. These rules, and the
post-termination exercise periods are described in Section 6 of this Evidence of Award below.



3. Acceleration of Vesting




     Unvested shares under your Option Right may become vested before the time at which they would
normally become vested by the passage of time — that is, the vesting 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 your termination
without Cause following a Change in Control of Sprint Nextel.



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. You exercise by delivering a written election under procedures
established by the Treasurer of Sprint Nextel (including by approved electronic medium) and paying
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 Fair Market Value on the Exercise Date equal to the total Option
Price,




or by any combination of cash, shares of Common Stock and other consideration as the Committee may
permit. To the extent permitted by law, you may pay the Option Price from the proceeds of a sale
through a broker designated by the Treasurer of Sprint Nextel.




5. Expiration of Option Right



Unless terminated earlier in accordance with the terms of this Evidence of Award 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 Expiration Date 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 Option Right granted herein will expire, unless earlier terminated in accordance with the
terms of this Evidence of Award or the Plan, at 4:00 P.M., U.S. Eastern Time, on the first business
day before the Expiration Date.




6. Effect of your Termination of Employment



If you cease to be an employee of Sprint Nextel for any reason, the effect on your Option Right is
described below. In no event may your Option Right be exercised after the Expiration Date. If,
after your involuntary termination, you receive salary continuation paid according to the payroll
cycle (i.e., not in a lump sum), Termination Date for purpose of this table means the last day of
your severance pay period.




	 	 	 	 	 
	Termination Event	 	Exercisable Options	 	Unexercisable Options
	Resignation or involuntary termination (not for Cause)

	 	May exercise up to 3
months after
Termination Date
	 	Expire on Termination
Date
	 
	 	 	 	 
	For Cause

	 	Forfeited
	 	Forfeited
	 
	 	 	 	 
	Disability

	 	May exercise up to 12
months after
Termination Date
	 	Vest on Termination
Date;

May exercise up to 12
months after
Termination Date
	 
	 	 	 	 
	Death

	 	May exercise up to 12
months after
Termination Date
	 	Vest on Termination
Date;

May exercise up to 12
months after
Termination Date






 









 







Restricted Stock Units




7. 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 56,844 Restricted Stock Units (RSUs) under the terms of the Plan as of the
Date of Grant. Each RSU represents the right for you to receive from us one share of Common Stock
on the vesting date. In addition, each RSU gives you the right to dividend equivalents as
described in paragraph 8 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.



8. Performance Adjustment




     Subject to the discretion of the Human Capital and Compensation Committee, the number of RSUs
in Section 7 above will be adjusted by multiplying that number by a payout percentage (from 0% to
200%) based on achievement of financial objectives relating to consolidated adjusted operating
income before depreciation and amortization (OIBDA) margin during 2009 (excluding certain business
segments) and cumulative free cash flow from operations during 2007 through 2009 (the “Performance
Adjustment”). Cash dividends on the Common Stock, if any, underlying your vested RSUs will be paid
to you as soon as practicable after the vesting date. These cash dividends will be calculated by
first adjusting the RSUs by the Performance Adjustment and then applying the dividend rate for each
quarterly dividend for which you held the RSUs, as adjusted, on each dividend record date.



9. 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 11 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.”



10. 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 11).



11. 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.



 









 






Provisions Applicable to Option Right and RSUs




12. Transfer of your Option Right and RSUs and Designation of Beneficiaries




     Your Option Right and 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,
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. Also upon your
death, shares of Common Stock underlying your RSUs 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.



13. Plan Terms




     All capitalized terms used in this Evidence of Award that are not defined 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.



14. 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.



15. 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.



16. 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 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.



17. Governing Law




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



 









 






18. 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.



19. 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:  	/s/ Sandra J. Price
 	 
	 	 	     Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	  	     /s/ Keith Cowan
 	 
	 	 	      Executive 	 
	 	 	 	 
	 



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

the Securities Act of 1933