8-K

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) August 5, 2010

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.)

6200 Sprint Parkway, Overland Park, Kansas	66251
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (800) 829-0965

(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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On August 5, 2010, Sprint Nextel Corporation (the “Company”) and Keith O. Cowan, President Strategic Planning and Corporate Initiatives of the Company, entered into an amendment (the “Amendment”) to Mr. Cowan’s employment agreement (the “Agreement”). The Amendment is designed to provide certain benefits to Mr. Cowan in exchange for continuing his employment with the Company beyond the initial employment term provided in his Agreement.  Contingent on Mr. Cowan’s continued employment through the earliest of (a) June 30, 2011, (b) his resignation mutually agreeable to him and the Chief Executive Officer, or (c) termination by the Company not for “Cause” or by Mr. Cowan for “Good Reason” (each as defined in the Agreement), the Amendmen t provides for:

·   as necessary to avoid forfeiture of unvested stock options and restricted stock outstanding as of the effective date of the Amendment and as of Mr. Cowan’s termination not for Cause,

o   continued vesting of such awards through the original scheduled applicable vesting dates, and

o   an exercise period following any such vesting of 90 days,

subject to Mr. Cowan’s compliance with the restrictive covenants in the Agreement through the earlier of the end of the “Restricted Period” (as defined in the Agreement) and such vesting date and to any applicable performance adjustments;

·   a payout to Mr. Cowan of performance units granted under the 2009 and 2010 Long-term Incentive Plan based on actual performance, and pro-rated for the period of time he was employed by the Company, over the entire three-year performance period; and

·   a payout under the 2011 Short-term Incentive Plan based on actual performance, and pro-rated for the period of time he was employed by the Company, in 2011.

The Amendment is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits

The following exhibits are filed with this report:

Exhibit No.                                Description

10.1 First Amendment to Amended and Restated Employment Agreement, effective August 5, 2010, between Keith O. Cowan and Sprint Nextel Corporation.

.

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: August 5, 2010			/s/ Timothy O’ Grady
	By:		Timothy O’Grady
			Assistant Secretary

EXHIBIT INDEX

Exhibit No.                                Description

10.1 First Amendment to Amended and Restated Employment Agreement, effective August 5, 2010, between Keith O. Cowan and Sprint Nextel Corporation.

EX-10.1

FIRST AMENDMENT

TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This First Amendment (the “Amendment”) to that certain Amended and Restated Employment Agreement made and entered into as of December 31, 2008 by and between Sprint Nextel Corporation and Keith O. Cowan (the “Agreement”) is made and entered into August 5, 2010 (the “Amendment Effective Date”).  Certain capitalized term shall have the meaning ascribed to them in the Agreement.

WHEREAS, the Company and the Executive desire that Executive continue his employment beyond the Initial Employment Term and to amend the Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the Executive hereby amend the Agreement as follows:

Conditioned upon Executive’s continued employment through the earliest of (a) June 30, 2011, (b) Executive’s resignation mutually agreeable to Executive and the Chief Executive Officer, or (c) employment termination by the Company not for Cause or by the Executive for Good Reason (“Retention Date”):

1.   Solely for the purposes of any Award Agreement for any of Executive’s unvested stock options and restricted stock units outstanding as of the Amendment Effective Date and as of his termination of employment not for Cause on or after the Retention Date (“Outstanding Equity”), to the extent necessary to avoid a forfeiture of such Outstanding Equity,

a.   the term “Termination Date” in such Award Agreement shall be read as though Executive were receiving severance pay from us through the originally scheduled applicable vesting date,

b.   Executive shall be permitted to exercise a stock option vested by application of the foregoing subparagraph up through the 90th day following such vesting date,

subject to the continued applicability of the performance adjustments of any performance-based restricted stock units and to Executive’s compliance with the restrictive covenants in the Agreement through the earlier of the applicable vesting date and the end of the Restricted Period;

2.   Notwithstanding the terms of an applicable plan, Executive shall be entitled to receive a payout of the performance units granted under the 2009 and 2010 Long-term Incentive Plan (the “LTIP”) based on actual performance, and pro-rated for the period of time he was an employee, over the entire three-year performance period of the applicable LTIP, to be paid following certification of performance results after the applicable third annual performance period; and

Cowan Employment Agreement First Amendment

3.   Notwithstanding the terms of any 2011 Short-term Incentive Plan (the “STIP”), Executive shall be entitled to receive a payout under the 2011 STIP based on actual performance, and prorated for the period of time he is an employee, in 2011, to be paid following certification of performance results after 2011.

In all other respects, the terms, conditions and provisions of the Agreement shall remain the same.

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by an officer pursuant to the authority of its Board, and the Executive has executed this Amendment, effective as of the day and year first written above.

SPRINT NEXTEL CORPORATION

/s/ Sandra J. Price                                           

By: Sandra J. Price

EXECUTIVE

/s/ Keith O. Cowan

Keith O. Cowan

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