________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________
FORM 8-K
________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 24, 2006
________________________________________________________________________________
SPRINT NEXTEL CORPORATION
(Exact name of Registrant as specified in its charter)
________________________________________________________________________________
Kansas 1-04721 48-0457967
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
2001 Edmund Halley Drive, Reston, Virginia 20191
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 433-4000
(Former name or former address, if changed since last report)
________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
___ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
________________________________________________________________________________
________________________________________________________________________________
Item 1.01 Entry Into A Material Definitive Agreement.
Entry into a Material Definitive Agreement
Director Communications Benefit
On July 25, 2006, the board of directors of Sprint Nextel Corporation ("Sprint
Nextel") approved a Director Communications Benefit for active non-employee
members of the board of directors of Sprint Nextel. Under the program, each
eligible director may have up to two wireless units and one connection card
activated on the wireless network and will receive long distance and
international calling cards and wireline long distance services. Specialized
equipment and accessories will also be provided. Participating directors will
pay any personal federal, state or local income taxes on the value of the
communications benefit provided to them. If a current participating director
resigns from the board with less than five years of service, including service
on the board of directors of Nextel Communications, Inc. before the
Sprint-Nextel merger, the communications benefit terminates on the last day of
board service. If a current participating director resigns from the board with
five or more years of service, the communications benefit will continue for the
number of months on the board up to 120 months. Communications benefits provided
to directors joining the board after July 25, 2006 will terminate on the last
day of board service. A summary of the Director Communications Benefit is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Award of Restricted Stock Units
On July 24, 2006, the Human Capital and Compensation Committee of the board of
directors of Sprint Nextel awarded a grant of restricted stock units to Richard
T.C. LeFave, Sprint Nextel's Chief Information Officer, under Sprint Nextel's
1997 Long-Term Incentive Program. The restricted stock units vest on the second
anniversary of the grant date. A copy of the form of award agreement is attached
hereto as Exhibit 10.2 and incorporated herein by reference.
Amendment of Employment Agreement
On July 24, 2006, the Human Capital and Compensation Committee of the board of
directors of Sprint Nextel approved an amendment to the employment agreement of
Barry J. West, the Chief Technology Officer of Sprint Nextel. In order to retain
Mr. West's services, the amendment (i) extends the period during which he can
resign with good reason under the Nextel Communications, Inc. Change of Control
Retention Bonus and Severance Pay Plan and the Nextel Communications, Inc.
Amended and Restated Incentive Equity Plan until February 28, 2007, (ii) reduces
Mr. West's non-compete period following his departure from Sprint Nextel from 24
months to a period ending on February 28, 2008, and (iii) accelerates vesting of
certain equity awards granted in 2005 and 2006 to February 28, 2007.
The foregoing description of Mr. West's employment agreement does not purport to
be complete and is qualified in its entirety by reference to the amendment,
which is filed as Exhibit 10.3 hereto, and by the Employment Agreement dated
April 1, 2004, between Mr. West and Nextel Communications, Inc. ("Nextel"),
which was filed as Exhibit 10.2.3 to Nextel's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2004, both of which are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are filed with this report:
Exhibit No. Description
10.1 Summary of Director Communications Benefit.
10.2 Form of Award Agreement for Restricted Stock Units Award under
the 1997 Long-Term Stock Incentive Program for Richard T.C.
LeFave.
10.3 First Amendment to the Employment Agreement of Barry J. West,
dated July 25, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPRINT NEXTEL CORPORATION
Date: July 27, 2006 By: /s/ Michael T. Hyde
Michael T. Hyde
Assistant Secretary
________________________________________________________________________________
EXHIBIT INDEX
Number Exhibit
10.1 Summary of Director Communications Benefit.
10.2 Form of Award Agreement for Restricted Stock Units Award under the
1997 Long-Term Stock Incentive Program for Richard T.C. LeFave.
10.3 First Amendment to the Employment Agreement of Barry J. West,
dated July 25, 2006.