Form of Award Agreement



 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. 
  


			
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 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. 

 


			
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 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. 

 


			
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 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 
  



			
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