exv10w1



 





Exhibit 10.1




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 3,637 Restricted Stock Units (RSUs) under the terms of the Sprint Nextel
Corporation 2007 Omnibus Incentive Plan (the “Plan”) as of August 7, 2007 (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 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.”



3. Forfeiture of RSUs




     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.



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, the RSU will accrue additional whole or



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fractional RSUs equal to the
number of shares of the underlying Common Stock the dividend would buy at the fair market value of
the stock on the dividend payment date. These additional shares of Common Stock are subject to
delivery at the later of the dividend payment date or at the same time as the shares of Common
Stock that underlie this Award originally are payable under the RSU.




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 and the Plan Information Statement have
the same meaning as those terms have in the Plan. You hereby acknowledge having read the Plan
Information Statement associated with this Award. The terms of that information statement and 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



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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:  	/s/ Christie A. Hill	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	  	
 	 
	 	 	Board Member 	 
	 	 	 	 
	 



Please fax a signed copy of the Evidence of Award to (703) 433-4113




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