Award Agreement
Exhibit 10.25
This Award
Agreement (the “Agreement”) is entered into as of , 2007 (the
“Grant Date”), by and between Sprint Nextel Corporation, a Kansas corporation (together
with its direct and indirect subsidiaries, “Sprint”) and (the “Executive”), an employee of
Sprint for the grant of options and restricted stock units with respect to Sprint’s common stock,
Series 1, par value $2.00 per share (“Common Stock”).
In consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following.
In consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following.
| 1. | Defined Terms Incorporated from 1997 Long-Term Stock Incentive Program |
Capitalized terms used in this Award Agreement and not defined herein shall have the meanings set
forth in Sprint’s 1997 Long-Term Stock Incentive Program (the “Program”).
| 2. | Grant of Stock Options |
Sprint hereby grants to the Executive under the Program options to buy shares of Common
Stock at an exercise price of $ per share (the “Option”). The Option becomes exercisable at
a rate of 1/3rd of the total number of shares of Common Stock subject to purchase on
each of the first three anniversaries of the Grant Date and expires on the 10th
anniversary of the Grant Date (the “Expiration Date”). The Option is governed by the Program, and
this Agreement hereby incorporates the Standard Terms of Options set forth in Section 6(g) of the
Program except as provided in Section 4 below.
| 3. | Grant of Restricted Stock Units |
Sprint hereby grants to the Executive under the Program restricted stock units (the
“RSUs”). Each RSU represents the unsecured right to require Sprint to deliver to the Executive one
share of Common Stock. With respect to 100% of the RSUs, the “vesting date” and “delivery date” is
on the third anniversary of the Grant Date, subject to paragraph 4.02 below. The RSUs are governed
by the Program, and this Agreement hereby incorporates the Standard Terms of Other Stock Unit
Awards set forth in Section 9(c) of the Program except as provided in Section 4 below.
| 4. | Terms different from Standard Terms |
4.01 Option vesting. The Option will vest as described in Section 2 above rather than the standard
term set forth in Section 6(g)(v) of the Program.
4.02 Performance adjustment. Subject to discretion of the Human Capital and Compensation Committee
of Sprint’s Board of Directors, the number of RSUs in Section 3 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”). The Performance Adjustment
will be made as of the vesting date after year end 2009. Cash dividends on the Common Stock, if
any, underlying the Executive’s vested RSUs will be paid to the Executive as soon as practicable
after completion of the Performance Adjustment. 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 the Executive held the RSUs, as adjusted, on each dividend record
date.
4.03 Deferral of delivery not permitted. Executive will not have the ability to defer delivery of
the RSUs under the provisions of Section 9(c)(ii) of the Program.
4.04 Acceleration and post-termination exercise period for the Option upon involuntary termination
without Cause or resignation with Good Reason. In the event the employment of the Executive is
terminated by Sprint without Cause, or the executive terminates employment for Good Reason (in each
case as defined in the Employment Agreement dated as of between the Executive and
Sprint, as may be amended from time to time (the “Employment Agreement”)), vesting on the Option
will accelerate and the Option will remain exercisable for 12 months following the Executive’s
termination of employment as provided under Section 9(b)(v) of such Employment Agreement rather
than the standard term set forth in Section 6(g)(vi), but in no event beyond the Expiration Date.
4.05 Vesting for the RSUs in the event of involuntary termination without Cause or voluntary
resignation with Good Reason. In the event the employment of the Executive is terminated by the
Corporation without Cause, or the executive terminates employment for Good Reason (in each case as
defined in the Employment Agreement), the vesting of the RSUs will accelerate and the RSUs will
remain outstanding, subject to Section 4.02 above, and after applying the Performance Adjustment,
the resulting shares underlying the RSUs will be delivered to the Executive in accordance with
Section 4.02 above.
| 5. | Plan Information |
Executive hereby acknowledges having read the 1997 Long-Term Stock Incentive Program Plan
Information Statement dated March 2007. To the extent not inconsistent with the provisions of this
Agreement, the terms of such information statement and the Program are hereby incorporated by this
reference.
In Witness Whereof, Sprint has caused this Agreement to be executed by its duly authorized
officer and the Executive has executed the same as of the Grant Date.
| Sprint Nextel Corporation | ||||||
| By: | ||||||
| “Executive” |
