Exhibit (10)(f)
1990 STOCK OPTION PLAN
Section 1. Establishment.
Pursuant to the Sprint Corporation Long-Term Stock
Incentive Program (the "Program"), Sprint Corporation, a Kansas
corporation (the "Company"), hereby establishes a stock option plan to
be named the 1990 Stock Option Plan (the "Plan"), for officers and key
employees of the Company and its subsidiaries.
Section 2. Purpose.
The purpose of the Plan is to induce officers and key
employees of the Company and its subsidiaries, who are in a
position to contribute materially to the prosperity thereof, to
remain with the Company or its subsidiaries, to offer them
incentives and reward in recognition of their share in the
Company's progress, and to encourage them to continue to promote
the best interests of the Company and its affiliates. The Plan
will also aid the Company and its subsidiaries in competing with
other enterprises for the services of new key personnel needed
to help insure their continued development.
Options granted to an optionee shall be either Incentive
Stock Options within the meaning of Section 422A of the Internal
Revenue Code of 1986, as amended, or Nonstatutory Stock Options,
provided that no Incentive Stock Options shall be granted which
would permit options first exercisable in any calendar year to
exceed the limitations set forth in Section 6(a) hereof.
Options which become first exercisable in any calendar year in
excess of said limitations shall be Nonstatutory Stock Options.
Options designated "Nonstatutory Stock Options" shall not be
restricted by the limitations of said Section 6(a) and shall not
be treated as Incentive Stock Options.
Section 3. Administration.
The Plan shall be administered by the Organization and
Compensation Committee (the "Committee") of the Board of
Directors of the Company. Members of the Committee shall be
Disinterested Persons as defined in the Program. The Committee
shall hold its meetings at such times and places as it may
determine. A majority of the Committee shall constitute a
quorum and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in
writing by a majority of the Committee, shall be deemed the acts
of the Committee. The Company shall grant options and related
Stock Appreciation Rights ("SARs") under the Plan in accordance
with determinations made by the Committee pursuant to the
provisions of the Plan and the Program. The Committee from time
to time may adopt (and thereafter amend and rescind) such rules
and regulations for carrying out the Plan and take such action
in the administration of the Plan, not inconsistent with the
provisions of the Plan and the Program, as it shall deem proper.
The interpretation and construction of any provisions of the
Plan by the Committee shall, unless otherwise determined by the
Board of Directors of the Company, be final and conclusive. No
member of
the Board of Directors or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan
or any option granted under it.
Section 4. Total Number of Shares to be Optioned.
The maximum number of shares of common stock ($2.50 par
value) of the Company which may be issued upon exercise of options
under the Plan shall not exceed 8,500,000 (subject to adjustment as
provided in Section 11 hereof). The shares sold under the Plan may
be either treasury shares or authorized but unissued shares, as the
Board of Directors from time to time may determine. The maximum
number of shares of common stock which may be issued upon exercise
of options granted in any calendar year, together with shares of
common stock subject to other awards under the Program, shall not
exceed the limits set forth in Section 4(a) of the Program.
In the event that any outstanding options under the Plan
for any reason expire or are terminated, the shares of common stock
of the Company allocable to the unexercised portion of all of such
options may again be subject to an option under the Plan.
Section 5. Eligibility.
Options shall be granted only to officers and key employees
of the Company or its subsidiaries. The Committee will, in its
discretion, determine the officers and key employees to be granted
options, the time or times at which options shall be granted, the
number of shares subject to each option, whether the options are
Incentive Stock Options or Nonstatutory Stock Options, any
conditions on the exercise of the options, and the manner in which
options may be exercised. In making such determination, the
Committee may take into consideration the value of the services
rendered by the respective individuals, their present and potential
contributions to the success of the Company and its affiliates and
such other factors which the Committee may deem relevant in
accomplishing the purpose of the Plan.
No option may be granted to any individual who immediately
after the option grant owns directly or indirectly stock possessing
more than five percent (5%) of the total combined voting power or
value of all classes of stock of the Company or any subsidiary.
An individual may be granted more than one option but only on
the terms and subject to the restrictions hereinafter set forth.
No person shall be eligible to receive an option for a larger
number of shares than is recommended for such individual by the
Committee.
Section 6. Limitation on Incentive Stock Options.
(a) General Rule. The aggregate fair market value
(determined at the time the option is granted) of the stock with
respect to which Incentive Stock Options are exercisable for the
first time during any calendar year by the optionee under all plans
of the Company and its subsidiaries shall not exceed $100,000 or,
if different, the maximum limitation in effect at the time of grant
under Section 422A of the Internal Revenue Code of 1986, as
amended, or any successor provision, and any regulations
promulgated thereunder.
(b) Fair Market Value. Fair market value shall be deemed
to be the average of the high and low prices of the common
stock of the Company for composite transactions as published by
major newspapers for the date the Incentive Stock Option is granted
or, if no sale of the Company's stock shall have been made on that
day, the next preceding day on which there was a sale of such
stock.
Section 7. Terms and Conditions of Options.
Each option granted under the Plan shall be evidenced by a
Stock Option Agreement in such form not inconsistent with the Plan
as the Committee shall determine, provided that such Stock Option
Agreement clearly and separately identifies Nonstatutory Stock
Options and Incentive Stock Options and that the substance of the
following terms and conditions be included therein:
(a) Option Price. The price at which each share of
common stock covered by such option may be purchased shall be
determined by the Committee and shall be no less than one hundred
percent (100%) of the fair market value of the stock on the date
the option is granted. Fair market value shall be deemed to be the
average of the high and low prices of the common stock of the
Company for composite transactions as published by major newspapers
for the date the option is granted or, if no sale of the Company's
stock shall have been made on that day, the next preceding day on
which there was a sale of such stock.
(b) Nontransferable. The option and any related SAR shall
not be transferable by the optionee otherwise than by will or by
the laws of descent and distribution; provided that, if so
determined by the Committee, an optionee may, in the manner
established by the Committee, designate a beneficiary to exercise
the option and any related SAR upon the death of the optionee.
During the optionee's lifetime, the option and any related SAR may
be exercised only by the optionee or, if permissible under
applicable law, by the guardian or representative of the optionee.
(c) Exercise of Option. The option and any related SAR,
if exercised by the optionee, may be exercised (subject, however,
to the provisions of Section 9, and if applicable, Section 10) only
if the optionee has been an employee of the Company or of any
subsidiary thereof at all times during the period beginning with
the date of the granting of the option and ending on the day three
(3) months before the date of such exercise; provided, however,
that in the case of an optionee who is a retiree of the Company or
of any subsidiary thereof or who becomes permanently and totally
disabled, the three (3) months shall be extended to twelve (12)
months for options designated "Incentive Stock Options" and to five
(5) years for options designated "Nonstatutory" Stock Options" (for
this purpose, a retiree is a person who is entitled to receive
pension benefits in accordance with the Sprint Retirement Pension
Plan immediately upon termination of employment). Options granted
under the Plan shall not be affected by any change of duties or
position so long as the optionee continues to be an employee of the
Company or of a subsidiary. Only those options exercisable at the
date the optionee's employment is terminated may be exercised
during the period following such termination, whether such
termination is by retirement or otherwise.
(d) Term of Option. The option and any related SAR shall
not be exercisable after the expiration of ten (10) years from the
date the option was granted.
(e) Death of Optionee. In the event of the death of an
optionee during the period in which an option is exercisable (as
set forth in Section 7(c) above), the option theretofore granted to
such person and any related SAR shall be exercisable only within
the twelve (12) months next succeeding such death, and then only
(i) by the executor or administrator of the optionee's estate, by
the person or persons to whom the optionee's rights under the
option shall pass by the optionee's will or the laws of descent and
distribution, or, if a beneficiary has been designated in
accordance with Section 7(b) above, by the beneficiary, and (ii) if
and to the extent that the optionee was entitled (or deemed to be
entitled by the Committee) to exercise the option at the date of
the optionee's death, provided that in no event shall the option be
exercisable more than ten (10) years after the date it was granted.
Section 7A. Reload Options.
In connection with non-qualified options (including newly-
granted options or outstanding options granted under the Plan or
any other stock option plan of the Company or of US Sprint
Communications Company Limited Partnership), the Committee may
provide that an optionee has the right to a reload option, which
shall be subject to the following terms and conditions:
(a) Grant of the Reload Option; Number of Shares, Price.
Subject to subsections (b) and (c) of this Section 7A and to the
availability of shares to be optioned under the Plan, if an optionee has
an option (the "original option") with reload rights and pays for the
exercise of the original option by surrendering common stock of the
Company, the optionee shall receive a new option ("reload option") for
the number of shares so surrendered at an option price equal to the fair
market value of the stock on the date of the exercise of the original
option.
(b) Minimum Purchase Required. A reload option will be
granted only if the exercise of the original option is an exercise of at
least 25% of the total number of shares granted under the original option
(or an exercise of all the shares remaining under the original option if
less than 25% of the shares remain to be exercised).
(c) Other Requirements. A reload option will not be
granted: (1) if the market value of the common stock of the Company on
the date of exercise of the original option is less than the exercise
price of the original option; (2) if the optionee is no longer an
employee of Sprint or a Sprint subsidiary; or (3) if the original option
is exercised less than one year prior to the expiration of the original
option.
(d) Term of Option. The reload option shall expire on
the same date as the original option.
(e) Type of Option. The reload option shall be a
non-qualified option.
(f) No Additional Reload Options. The reload options
shall not include any right to a second reload option.
(g) Date of Grant, Vesting. The date of grant of the
reload option shall be the date of the exercise of the original option.
The reload options shall be exercisable in full beginning one year from
date of grant; provided, however, that all shares purchased upon the
exercise of the original option (except for any shares withheld for tax
withholding obligations) shall not be sold, transferred or pledged within
six months from the date of exercise of the original option. In no event
shall a reload option be exercised after the original option expires as
provided in subsection (d) of this Section 7A.
(h) Stock Withholding; Grants of Reload Options. If the other
requirements of this Section 7A are satisfied, and if shares are
withheld or shares surrendered for tax withholding pursuant to Section
17, a reload option will be granted for the number of shares surrendered
as payment for the exercise of the original option plus the number of
shares surrendered or withheld to satisfy tax withholding. In
connection with reload options for officers who are subject to Section
16 of the Securities Exchange Act of 1934 ("Insiders"), the Committee
may at any time impose any limitations which, in the Committee's sole
discretion, are necessary or desirable in order to comply with Section
16(b) of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, or in order to obtain any exemption therefrom.
(i) Other Terms and Conditions. Except as otherwise provided
in this Section 7A, all the provisions of the 1990 Stock Option Plan
shall apply to reload options granted pursuant to this Section 7A.
Section 8. Consideration for Options.
Each optionee shall, as consideration for the grant of the option,
agree in writing to remain in the employ of the Company or of one of its
subsidiaries, at the pleasure of the Company or of such subsidiary, for
at least (1) year from the date of the granting of such option or until
earlier termination of the optionee's employment effected or approved by
the Company or by such subsidiary. In the event of a violation by the
optionee of such agreement, any options still held by such person at the
time of such violation shall automatically terminate. The Committee may
waive this requirement in the case of any optionee. Nothing contained
in the Plan, or in any option granted pursuant to the Plan, nor in any
agreement made pursuant to the provisions of this Section 8, shall
confer upon any optionee any right with respect to continuance of
employment by the Company or its subsidiaries, nor interfere in any way
with the right of the Company or its subsidiaries to terminate the
optionee's employment or change the optionee's compensation at any time.
Section 9. Exercise of Options - Purchase of Shares.
Options and related SARs shall be exercisable at such time or
times, and upon the satisfaction of such conditions, as determined by
the Committee; provided, however, that unless otherwise determined by
the Committee, no Incentive Stock Option shall be exercisable during the
year ending on the day before the first anniversary date of the granting
of the Incentive Stock Option. An optionee's right to purchase shares
with respect to shares which become exercisable shall be cumulative
during the term of the option. An option shall be exercisable by
purchase of shares only upon payment to the Company of the full purchase
price of the shares with respect to which the option is exercised;
provided, however, that the Company shall not be required to issue or
deliver any certificates for shares of common stock purchased upon the
exercise of an option prior to (i) if requested by the Company, the
filing with the Company by the optionee or purchaser acting under
Section 7(e) hereof of a representation in writing that at the time of
such exercise it is the optionee's or purchaser's then present intention
to acquire the shares being purchased for investment and not for resale,
or (ii) the completion of any registration or other qualification of
such shares under any state or federal laws or rulings or regulations of
any government regulatory body, which the Company
shall determine to be necessary or advisable.
Payment for the shares shall be either in United States dollars,
payable in cash or by check, or by surrender of stock certificates
representing like common stock of the Company having an aggregate fair
market value, determined as of the date of exercise, equal to the number
of shares with respect to which such option is exercised multiplied by
the option price per share; provided that the Committee may impose
whatever restrictions it deems necessary or desirable with respect to
the payment for shares by the surrender of stock certificates
representing like common stock of the Company. The fair market value of
common stock on the date of exercise of an option shall be determined in
the same manner as the fair market value of common stock on the date of
grant of an option is determined pursuant to Section 7(a). Such payment
shall be accompanied by a written request for the shares purchased. An
option shall be deemed exercised on the date such payment and written
request are received by the Secretary of the Company.
No optionee or optionee's beneficiary, executor or administrator,
legatees or distributees, as the case may be, will be, or will be deemed
to be, a holder of any shares subject to an option unless and until a
stock certificate or certificates for such shares are issued to such
person or them under the terms of the Plan. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record
date is prior to the date such stock certificate is issued, except as
provided in Section 11 hereof.
In the event that any optionee shall be dismissed from the employ
of the Company or any of its subsidiaries for any reason which in the
opinion of the Committee shall constitute good cause for dismissal, any
option still held by such person at such time shall automatically
terminate. The decision of the Committee as to what shall constitute
good cause for dismissal shall be final and binding upon all concerned.
In the event that any optionee, without the consent of
the Committee, while employed by the Company or any affiliate of the
Company or after termination of such employment, becomes associated
with, employed by, renders services to, or owns any interest in (other
than any nonsubstantial interest, as determined by the Committee), any
business that is in competition with the Company or with any business in
which the Company has a substantial interest, as determined by the
Committee, any option still held by such person at such time shall
automatically terminate. The decision of the Committee on any such
matters shall be final and binding upon all concerned.
Section 10. Exercise of Options - Stock Appreciation Rights.
In addition to providing for the exercise of an option as set
forth in Section 9, at the time of grant of such option the Committee
may by separate agreement, in conjunction with all or part of any option
granted under the Plan, permit an optionee to exercise the option in an
alternative manner based on the appreciated value of the common stock
subject to option; provided, however, that no SAR granted to an optionee
who is subject to Section 16(b) of the Exchange Act (an "Insider") shall
be exercisable during the six-month period following the date of grant,
except that such limitation shall not apply in the event of death or
physical disability of such optionee occurring prior to the expiration
of such six-month period. SARs may be exercised by an optionee by
surrendering the related option or
applicable portion thereof. Upon such exercise and surrender, the
optionee shall be entitled to receive the value of such SARs
determined in the manner prescribed in this Section 10. Options which
have been so surrendered, in whole or in part, shall no longer be
exercisable.
Each agreement evidencing SARs shall clearly and separately
identify the Nonstatutory Stock Options and Incentive Stock Options to
which it relates and shall contain such terms and conditions not
inconsistent with other provisions of the Plan and the Program as shall
be determined from time to time by the Committee, which shall include
the following:
(a) SARs shall expire no later than the expiration of
the related option.
(b) SARs shall be transferable only when and to the
extent that the related option is transferable.
(c) SARs shall be exercisable at such time or times and only to
the extent that the related option is exercisable. The SAR shall
terminate and no longer be exercisable upon the termination or exercise
of the related option, except that SARs granted with respect to less
than the full number of shares covered by a related option shall not be
reduced until the exercise or termination of the related option exceeds
the number of shares not covered by the SARs.
(d) SARs shall be exercisable only when there is a
positive spread, that is, when the market price of the stock subject to
the related option exceeds the exercise price of such option.
(e) Upon the exercise of SARs, an optionee shall be entitled to
receive the value thereof, which value shall be equal to the excess of
the fair market value on the date of exercise of one share of common
stock over the option price per share specified in the related option
multiplied by the number of shares in respect of which the SARs shall
have been exercised.
The fair market value of common stock on the date of exercise of SARs
shall be determined in the same manner as the fair market value of
common stock on the date of grant of an option is determined pursuant to
Section 7(a).
(f) Upon an exercise of SARs, the optionee shall notify the
Company of the form in which payment of the value thereof will be made
(i.e., cash, common stock, or any combination thereof); provided,
however, in the case of Insiders, (i) payment of the value of SARs
related to Incentive Stock Options may be elected in common stock only
insofar as the issuance of such common stock to the optionee would be
subject to the Internal Revenue Code of 1986, Section 83 Income
Inclusion Rule, as in effect on the date of exercise of the SARs, and
(ii) the Committee may at any time impose any other limitations upon the
exercise of SARs which, in the Committee's sole discretion, are
necessary or desirable in order to comply with Section 16(b) of the
Exchange Act and the rules and regulations thereunder, or in order to
obtain any exemption therefrom.
Upon the exercise of SARs, the option or part thereof to
which such SARs are related shall be deemed to have been exercised for
the purpose of the limitation of the number of shares of common stock to
be issued under the Plan as set forth in Section 4 and the limitation of
the number of shares of common stock to be issued under the Program as
set forth in Section 4(a)
of the Program. SARs shall be deemed exercised on the date written
notice of exercise is received by the Secretary of the Company.
Section 11. Change in Stock, Adjustments, Etc.
In the event that the outstanding shares of common stock of the
Company are hereafter increased or decreased or changed into or
exchanged for a different number of shares or kind of shares or other
securities of the Company or of another corporation, by reason of
reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, or a dividend
payable in capital stock, appropriate adjustment shall be made by the
Committee in the number and kind of shares for the purchase of which
options may be granted under the Plan including the maximum number that
may be granted to any one person. In addition, the Committee shall make
appropriate adjustment in the number and kind of shares as to which
outstanding options, or portions thereof then unexercised, shall be
exercisable, to the end that the optionee's proportionate interest shall
be maintained as before the occurrence of such event, and such
adjustment of outstanding options shall be made without change of the
total price applicable to the unexercised portion of the option and with
a corresponding adjustment in the option price per share; provided,
however, that each such adjustment in the number and kind of shares
subject to outstanding options, including any adjustment in the option
price, shall be made in such manner as not to constitute a modification
as defined in Section 425 of the Internal Revenue Code of 1986, as
amended. If any outstanding options are subject to any conditions, the
Committee shall also make appropriate adjustments to such conditions.
Any such adjustment made by the Committee shall be conclusive.
The grant of an option pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.
Section 12. Duration, Amendment and Termination.
The Board of Directors of the Company may at any time terminate
the Plan or make such amendments thereof as it shall deem advisable and
in the best interests of the Company; provided, however, that no such
termination or amendment shall, without the consent of the individual to
whom any option shall theretofore have been granted, affect or impair
the rights of such individual under such option; and provided further,
that any such amendment shall be consistent with the provisions of the
Program, as it may be amended from time to time.
No stock option shall be granted under the Plan after April 18,
1999, but stock options granted prior to or as of such date may extend
beyond such date in accordance with the provisions hereof.
Section 13. Effectiveness of Plan.
This Plan shall be effective as of February 17, 1990.
Section 14. Date of Granting of Options.
The date of grant of a reload option shall be determined in
accordance with Section 7A(g). The date of grant of all other
options shall be the date designated by the Committee as the date of
grant, provided that in no event shall the date of grant be earlier than
the date on which the Committee approved the grant. Within sixty (60)
days of the granting of the option, the Company shall notify the
optionee of the grant of the option, and submit to the optionee a Stock
Option Agreement and, if applicable, an agreement respecting SARs, duly
executed by and on behalf of the Company, with the request that the
optionee execute the agreement or agreements within sixty (60) days
after the mailing by the Company of the notice to the optionee. The
optionee shall execute the written option agreement and, if applicable,
the agreement respecting SARs, within said 60-day period.
Section 15. Application of Funds.
The proceeds received by the Company from the sale of stock
subject to option are to be added to the general funds of the Company
and used for its corporate purposes.
Section 16. No Obligation to Exercise Option.
Granting of an option shall impose no obligation on the
optionee to exercise such option.
Section 17. Stock Withholding Election.
When taxes are withheld in connection with the exercise of a
Nonstatutory Stock Option or SAR for stock, the optionee may elect to
make payment for the withholding of federal, state and local taxes,
excluding social security and medicare taxes, up to the optionee's
marginal tax rates, by one or both of the following methods:
(i) delivering part or all of the payment in previously-owned
shares (which shall be valued at fair market, as defined
herein, on the date of exercise) held for at least six
months, whether or not received through the prior exercise
of a stock option or SAR for stock; or
(ii) requesting the Company to withhold from those shares that
would otherwise be received upon exercise of the option, or
upon exercise of an SAR for stock, a number of shares having
a fair market value (as defined herein) on the date of
exercise equal to the amount to be withheld. The amount of
tax withholding to be satisfied by withholding shares from
the option exercise is limited to the minimum amount of
taxes, excluding social security and medicare taxes,
required to be withheld under federal, state and local law.
Such election is irrevocable. Any social security and medicare taxes,
any fractional share amount and any additional withholding not paid by
the withholding or surrender of shares must be paid in cash. If no
timely election is made, cash must be delivered to satisfy all tax
withholding requirements.
Optionees who are subject to Section 16 of the Securities Exchange
Act of 1934 ("Insiders") making an election pursuant to (i) or (ii) of
the immediately preceding paragraph must do so: (a) at least six months
after the date of grant of the option or SAR; and (b) within a "window
period" as defined in
Rule 16b-3(e)(3) under the Securities Exchange Act of 1934. An election
by an Insider to deliver stock or have stock retained to satisfy tax
obligations is subject to the approval of the
Committee and to such rules as the Committee may from time to
Exhibit (10)(j)
EXECUTIVE LONG-TERM INCENTIVE PLAN
1.0 Establishment
1.01 The Executive Long-Term Incentive Plan is effective
January 1, 1994. Thereafter, it will continue from
year to year, until the Board amends or terminates it.
2.0 Definitions
2.01 "Board" is the Board of Directors of Sprint
Corporation.
2.02 "Committee" is the Organization and Compensation
Committee of the Board.
2.03 "Company" is Sprint Corporation.
2.04 "Participant" is a Senior Officer designated by the
Committee to participate in the Plan.
2.05 "Senior Officer" is an officer of the Company holding
the office of Senior Vice President or higher.
3.0 Purpose
3.01 The Plan is intended to further the Company's long-term
objectives by offering competitive incentive
compensation to Senior Officers who make substantive
contributions to those objectives.
4.0 Administration
4.01 The Committee will be responsible for the
administration of the Plan. The Committee is
authorized to interpret the Plan, to prescribe, amend,
and rescind rules and regulations deemed advisable to
protect the interests of the Company, and to make all
other administrative determinations necessary. Any
determination, interpretation or other action made or
taken by the Committee pursuant to the Plan's
provisions will be final for all purposes and upon all
persons.
5.0 Performance Cycle
5.01 A performance cycle, established by the Committee,
consists of at least two (2) consecutive calendar
years, over which period the Company's performance is
to be measured.
6.0 Performance Criteria
6.01 Prior to the beginning of each Performance Cycle, the
Committee will determine the factors to be used for
measuring performance. Such Committee determinations
may vary for different Performance Cycles.
7.0 Adjustments
7.01 In the event of a restructuring charge, a change in a
method of accounting, or a charge or writedown related
to asset impairments, the Committee shall make
adjustments to reflect the impact of the change on the
Plan features or measurement areas.
7.02 In the event of a Corporate transaction, such as any
merger, consolidation, distribution of stock or
property, reorganization or partial or complete
liquidation of the Company, the Committee shall make
adjustments to reflect the impact of the Corporate
transaction on the Plan features or measurement areas.
7.03 At the Committee's discretion, the payout for a
participant may be decreased or eliminated. In
determining whether to exercise its discretion pursuant
to this paragraph, the Committee shall consider, among
the other factors it deems appropriate, the level of
incentive awards payable under plans offered by the
Company which are similar to the Plan established
hereunder.
8.0 Participation
8.01 For each Performance Cycle, the Committee will
determine which Senior Officers will participate in the
Plan.
8.02 Participation is limited to those positions (or
individuals) approved by the Committee at the beginning
of each performance period unless specified elsewhere
in this Plan.
Individuals may join or leave the Plan through transfer
to a participating or non participating position
throughout the Performance Cycle. In such cases,
incentive opportunity and payouts will be prorated
based on time served under the Plan. No employee will
be eligible to receive a Plan payout without having
served at least 24 months of the Performance Cycle.
With Committee approval, individuals who have not
served 24 months under this Plan but who have a total
of 24 months under this Plan and/or any other Company
or subsidiary long-term Plan during the cycle, may
receive a prorated payout under this Plan.
9.0 Payment
9.01 The Committee will determine the incentive opportunity
earned by each participant for any Performance Cycle.
9.02 The incentive opportunity earned based upon the
achievement of the performance criteria will be
adjusted by the percent increase or decrease in the
market price of Sprint Corporation common stock as
occurs over the Performance Cycle.
9.03 The Committee will certify that the performance
criteria were met and approve the payment of each award
made under the Plan. Payments will be made following
the end of each Performance Cycle.
9.04 Award payments will be made to the participants as soon
as practicable following the end of each Performance
Cycle after the Committee certifies that the
performance criteria were met and gives approval for
payment. Unless otherwise determined by the Committee,
payment shall be in the form of Sprint common stock,
less the cash amount necessary to pay any taxes due
based on the then current tax law.
10.0 Termination of Employment
10.01 If termination of employment occurs during a
Performance Cycle by reason of death, disability (as
determined under the company's long-term disability
program), or normal retirement (as determined under the
Company's retirement plan), the participant shall be
entitled to prorated award based on Company performance
as of the most recently completed fiscal year for any
plan in which the participant has completed at least
two thirds of the performance period. The Committee
will determine the prorated award under the rules and
regulations it establishes. The award will be paid
when all other payments are made at the end of the
cycle. If termination of employment occurs for reasons
other than death, disability or normal retirement, all
the participant's rights and interests under this Plan
will be canceled and forfeited, unless determined
otherwise by the Committee.
11.0 Non-Transferability
11.01 A participant's rights and interests under the
Plan may not be sold, pledged, assigned or transferred
in any manner other than by will or by the laws of
descent and distribution except as provided by the Plan
or specified by the Committee.
12.0 Tax Withholding
12.01 The Company shall have the right to deduct from
all awards any taxes required by law to be withheld
with respect to such awards.
13.0 Continuance of Employment
13.01 Nothing under this Plan nor any action taken
because of the Plan will be construed as giving any
employee any right to be retained in the Company's
employ.
14.0 Amendment and Termination
14.01 The Board, at any time, may terminate, and at any
time, and in any respect, may amend or modify, the
Plan.
15.0 Legal Requirements
15.01 The designation of participation and any
opportunity in the Plan, together with the award of the
Plan payout will be subject to all applicable federal,
state and local laws, rules and regulations.
15.02 The Plan, and all related provisions, shall be
construed in accordance with and governed by the laws
of the State of Kansas.
Exhibit (10)(k)
EXECUTIVE MANAGEMENT INCENTIVE PLAN
1.0 Establishment
1.01 The Executive Management Incentive Plan is effective
January 1, 1994. Thereafter, it will continue from
year to year, until the Board amends or terminates it.
2.0 Definitions
2.01 "Board" is the Board of Directors of Sprint
Corporation.
2.02 "Committee" is the Organization and Compensation
Committee of the Board.
2.03 "Company" is Sprint Corporation.
2.04 "Participant" is a Senior Officer designated by the
Committee to participate in the Plan.
2.05 "Senior Officer" is an officer of the Company holding
the office of Senior Vice President or higher.
3.0 Purpose
3.01 The plan is intended to further the Company's
objectives by offering competitive incentive
compensation to Senior Officers who make substantive
contributions to those objectives.
4.0 Administration
4.01 The Committee will be responsible for the
administration of the Plan. This Committee is
authorized to interpret the Plan, to prescribe, amend,
and rescind rules and regulations deemed advisable to
protect the interests of the Company, and to make all
other administrative determinations necessary. Any
determination, interpretation or other action made or
taken by the Committee pursuant to the Plan's
provisions will be final for all purposes and upon all
persons.
5.0 Performance Cycle
5.01 A Performance Cycle consists of a calendar year. Cash
may be awarded to participants for each year the
Committee approves a plan.
6.0 Performance Criteria
6.01 Prior to the beginning of each Performance Cycle, the
Committee will determine the factors to be used for
measuring performance. Such Committee determinations
may vary from year to year.
7.0 Adjustments
7.01 In the event of a restructuring charge, a change in a
method of accounting, or a charge or writedown related
to asset impairments, the Committee shall make
adjustments to reflect the impact of such items on the
Plan features or measurement areas.
7.02 In the event of a Corporate transaction, such as any
merger, consolidation, distribution of stock or
property, reorganization or partial or complete
liquidation of the Company, the Committee shall make
adjustments to reflect the impact of the Corporate
transaction on the Plan features or measurement areas.
7.03 At the Committee's discretion, the payout for a
participant may be decreased or eliminated. In
determining whether to exercise its discretion pursuant
to this paragraph, the Committee shall consider, among
the other factors it deems appropriate, the level of
incentive awards payable under plans offered by the
Company which are similar to the Plan established
hereunder.
8.0 Participation
8.01 For each Performance Cycle, the Committee will
determine which Senior Officers will participate in the
Plan.
8.02 Senior Officers hired or promoted during a Performance
Cycle into a position appropriate for participation in
this Plan may either participate in the already
existing Cycle on a prorated basis, or be held out
until the beginning of the next Cycle. This
determination will be made by the Committee.
9.0 Payment
9.01 The Committee will determine the incentive opportunity
(or possible cash payment) earned by each participant
for any Performance Cycle.
9.02 The Committee will certify that the performance
criteria were met and approve the payment of each award
made under the Plan. Payments will be made following
the end of each Performance Cycle. This normally
follows the Committee's February meeting.
10.0 Deferral
10.01 For each Performance Cycle, an eligible
participant may elect, in writing, to voluntarily defer
all or a portion of a potential payment. This will be
consistent with the federal income tax code
requirements to effectively defer income. The
Committee and the Executive Deferred Compensation Plan
will determine the terms of all deferrals.
11.0 Termination of Employment
11.01 If termination of employment occurs during a
Performance Cycle by reason of death, disability (as
determined under the Company's long-term disability
program), or normal retirement (as determined under the
Company's retirement plan), the Participant will be
entitled to a prorated award based upon appropriate
Performance Criteria. The Committee will determine the
prorated award under the rules and regulations it
establishes. The award will be paid when all other
payments are made at the end of the cycle. Should a
Senior Officer terminate to immediately become employed
by an affiliated organization, a prorata payment may
also be extended. If termination of employment occurs
for reasons other than death, disability, normal
retirement or transfer, all the Participant's interests
and rights in this Plan will be forfeited, unless
otherwise determined by the Committee.
12.0 Non-Transferability
12.01 A participant's rights and interests under the
Plan may not be sold, pledged, assigned or transferred
in any manner other than by will or by the laws of
descent and distribution except as provided by the Plan
or specified by the Committee.
13.0 Tax Withholding
13.01 The Company retains the right to deduct from all
awards paid in cash any taxes required by law to be
withheld with respect to cash awards.
14.0 Continuance of Employment
14.01 Nothing under the Plan nor any action taken
because of Plan will be construed as giving any
employee any right to be retained in the Company's
employ.
15.0 Amendment and Termination
15.01 The Board, at any time may terminate, and at any
time and in any respect may amend or modify the Plan.
16.0 Legal Requirements
16.01 The designation of participation and any
opportunity in the Plan, together with the payment of
cash, will be subject to all applicable federal, state
and local laws, rules and regulations.
16.02 The Plan and all related provisions will be
construed in accordance with and governed by the laws
of the State of Kansas.
Attachment B
EXECUTIVE LONG-TERM INCENTIVE PLAN
1.0 Establishment
1.01 The Executive Long-Term Incentive Plan is effective
January 1, 1994. Thereafter, it will continue from
year to year, until the Board amends or terminates it.
2.0 Definitions
2.01 "Board" is the Board of Directors of Sprint
Corporation.
2.02 "Committee" is the Organization and Compensation
Committee of the Board.
2.03 "Company" is Sprint Corporation.
2.04 "Participant" is a Senior Officer designated by the
Committee to participate in the Plan.
2.05 "Senior Officer" is an officer of the Company holding
the office of Senior Vice President or higher.
3.0 Purpose
3.01 The Plan is intended to further the Company's long-term
objectives by offering competitive incentive
compensation to Senior Officers who make substantive
contributions to those objectives.
4.0 Administration
4.01 The Committee will be responsible for the
administration of the Plan. The Committee is
authorized to interpret the Plan, to prescribe, amend,
and rescind rules and regulations deemed advisable to
protect the interests of the Company, and to make all
other administrative determinations necessary. Any
determination, interpretation or other action made or
taken by the Committee pursuant to the Plan's
provisions will be final for all purposes and upon all
persons.
5.0 Performance Cycle
5.01 A performance cycle, established by the Committee,
consists of at least two (2) consecutive calendar
years, over which period the Company's performance is
to be measured.
6.0 Performance Criteria
6.01 Prior to the beginning of each Performance Cycle, the
Committee will determine the factors to be used for
measuring performance. Such Committee determinations
may vary for different Performance Cycles.
7.0 Adjustments
7.01 In the event of a restructuring charge, a change in a
method of accounting, or a charge or writedown related
to asset impairments, the Committee shall make
adjustments to reflect the impact of the change on the
Plan features or measurement areas.
7.02 In the event of a Corporate transaction, such as any
merger, consolidation, distribution of stock or
property, reorganization or partial or complete
liquidation of the Company, the Committee shall make
adjustments to reflect the impact of the Corporate
transaction on the Plan features or measurement areas.
7.03 At the Committee's discretion, the payout for a
participant may be decreased or eliminated. In
determining whether to exercise its discretion pursuant
to this paragraph, the Committee shall consider, among
the other factors it deems appropriate, the level of
incentive awards payable under plans offered by the
Company which are similar to the Plan established
hereunder.
8.0 Participation
8.01 For each Performance Cycle, the Committee will
determine which Senior Officers will participate in the
Plan.
8.02 Participation is limited to those positions (or
individuals) approved by the Committee at the beginning
of each performance period unless specified elsewhere
in this Plan.
Individuals may join or leave the Plan through transfer
to a participating or non participating position
throughout the Performance Cycle. In such cases,
incentive opportunity and payouts will be prorated
based on time served under the Plan. No employee will
be eligible to receive a Plan payout without having
served at least 24 months of the Performance Cycle.
With Committee approval, individuals who have not
served 24 months under this Plan but who have a total
of 24 months under this Plan and/or any other Company
or subsidiary long-term Plan during the cycle, may
receive a prorated payout under this Plan.
9.0 Payment
9.01 The Committee will determine the incentive opportunity
earned by each participant for any Performance Cycle.
9.02 The incentive opportunity earned based upon the
achievement of the performance criteria will be
adjusted by the percent increase or decrease in the
market price of Sprint Corporation common stock as
occurs over the Performance Cycle.
9.03 The Committee will certify that the performance
criteria were met and approve the payment of each award
made under the Plan. Payments will be made following
the end of each Performance Cycle.
9.04 Award payments will be made to the participants as soon
as practicable following the end of each Performance
Cycle after the Committee certifies that the
performance criteria were met and gives approval for
payment. Unless otherwise determined by the Committee,
payment shall be in the form of Sprint common stock,
less the cash amount necessary to pay any taxes due
based on the then current tax law.
10.0 Termination of Employment
10.01 If termination of employment occurs during a
Performance Cycle by reason of death, disability (as
determined under the company's long-term disability
program), or normal retirement (as determined under the
Company's retirement plan), the participant shall be
entitled to prorated award based on Company performance
as of the most recently completed fiscal year for any
plan in which the participant has completed at least
two thirds of the performance period. The Committee
will determine the prorated award under the rules and
regulations it establishes. The award will be paid
when all other payments are made at the end of the
cycle. If termination of employment occurs for reasons
other than death, disability or normal retirement, all
the participant's rights and interests under this Plan
will be canceled and forfeited, unless determined
otherwise by the Committee.
11.0 Non-Transferability
11.01 A participant's rights and interests under the
Plan may not be sold, pledged, assigned or transferred
in any manner other than by will or by the laws of
descent and distribution except as provided by the Plan
or specified by the Committee.
12.0 Tax Withholding
12.01 The Company shall have the right to deduct from
all awards any taxes required by law to be withheld
with respect to such awards.
13.0 Continuance of Employment
13.01 Nothing under this Plan nor any action taken
because of the Plan will be construed as giving any
employee any right to be retained in the Company's
employ.
14.0 Amendment and Termination
14.01 The Board, at any time, may terminate, and at any
time, and in any respect, may amend or modify, the
Plan.
15.0 Legal Requirements
15.01 The designation of participation and any
opportunity in the Plan, together with the award of the
Plan payout will be subject to all applicable federal,
state and local laws, rules and regulations.
15.02 The Plan, and all related provisions, shall be
construed in accordance with and governed by the laws
of the State of Kansas.
Exhibit (10)(o)
SPRINT CORPORATION
KEY MANAGEMENT BENEFIT PLAN
This Plan has been established for the benefit of certain
key executives of Sprint Corporation and its subsidiaries, in
order to retain their services and encourage them to continue the
increasing profitability of the Company.
Section 1. Definitions
The following terms shall have the meaning set forth below:
(a) "Base Salary" means the highest annual salary of a
Participant during the last five years immediately preceding the
participant's death or retirement, as applicable. "Base Salary"
shall include amounts deferred under the Sprint Retirement
Savings Plan and the Sprint Executive Deferred Compensation Plan,
but shall not include incentive payments, bonuses, supplemental
unemployment benefits, contributions to any profit sharing or
other qualified plan, reimbursements of moving expenses or other
expenses, or disability payments. The Compensation Committee
shall determine whether a particular item of income constitutes
Base Salary if a question arises.
(b) "Beneficiary" means the person or persons entitled
under Section 5 to receive a Survivor Benefit after a
Participant's death.
(c) "Company" means Sprint Corporation.
(d) "Compensation Committee" means the Organization and
Compensation Committee of the Company's Board of Directors.
(e) "Key Executive" means a key employee of Company or its
subsidiaries so designated by the Chief Executive Officer of the
Company.
(f) "Participant" means a present or former Key Executive
on whose account a Survivor Benefit will be payable under Section
3.
(g) "Participation Agreement" means a written agreement,
together with a form of Benefit Election, in form and substance
satisfactory to the Company, by which a Participant in the Plan
agrees to retire from employment with the Company or subsidiary
no later than the month following the date on which the
Participant attains age 65.
(h) "Plan" means this Key Management Benefit Plan as
amended from time to time.
(i) "Survivor Benefit" means a benefit payable under
Section 3 of this Plan.
Section 2. Participation
The Chief Executive Officer of the Company, with the approval of
the Compensation Committee, shall designate from time to time the
Key Executives who may become Participants in this Plan. A Key
Executive shall become a Participant in the Plan only after
signing a Participation Agreement. A Beneficiary shall be
eligible for benefits only as hereinafter provided.
Section 3. Survivor Benefit
(a) If a Participant's employment with Company or
subsidiary end because of his death while he is a Key Executive,
his Beneficiary shall receive an annual Survivor Benefit equal to
25% of the Participant's Base Salary. This annual benefit shall
be payable for a period of 10 years.
(b) If a Participant (i) remains a Key Executive until age
60, and retires or terminates employment no later than the month
after the date on which the Participant attains age 65, or (ii)
becomes disabled and qualifies for long-term disability benefits
under the Company's Long-Term Disability Insurance Plan, or (iii)
elects to retire before age 65 and qualifies to receive early
retirement benefits under the Company's pension plan, then his
Beneficiary shall receive upon his death a Survivor Benefit equal
to 300% of the Participant's Base Salary; provided, the Survivor
Benefit for a Participant electing early retirement under (iii)
above shall be reduced 10% per year of attained age prior to age
60, e.g., to 270% of Base Salary for retirement at age 59, and to
150% of Base Salary for retirement at age 55. This Survivor
Benefit shall be paid in the manner provided in Section 4(b)
and/or Section 4(c).
(c) If a Participant does not satisfy the conditions of
Section 3(a) or 3(b), no Survivor Benefit shall be payable on his
account.
Section 4. Payment of Survivor Benefit
(a) The Survivor Benefit under Section 3(a) shall be
payable in equal annual installments, commencing on the first day
of the second month following the Participant's death.
(b) The Survivor Benefit described in Section 3(b) shall
normally be paid in a lump sum. However, a Participant may elect
in the Participation Agreement an installment method of payment
and the period of such payments, provided that in all events the
Survivor Benefit shall be payable over a period of not less than
2 years but not more than 20 years. If a Participant elects to
have the Survivor Benefit pay in installments, the actuaries then
servicing the Company shall determine the present value using an
assumed interest rate of 6 1/2% of the payment method so elected,
and the amount of the Survivor Benefit shall be revised
accordingly, so that the value of the Survivor Benefit,
determined at the time of the Participant's death, is the same as
if the
Beneficiary received a lump sum.
(c) A Participant, with the consent of the Company, may
elect, prior to attaining age 60 and at least 13 months prior to
retirement, to receive the Survivor Benefit described in Section
3(b) in the form of a supplemental retirement benefit. A
Participant may elect in the Participation Agreement to receive,
upon satisfying the requirement of clause (i) or (iii) of Section
3(b), the Survivor Benefit in the form of a supplemental
retirement benefit. The Company may determine to pay a disabled
Participant's Survivor Benefit in the form of a supplemental
retirement benefit within 60 days of the commencement of the
Participant's disability. Such determination shall be final and
conclusive on all parties. The Participant may elect in the
Participation Agreement to receive the supplemental retirement
benefit either (i) in a lump sum, (ii) in annual installments
over a period not to exceed 30 years, or (iii) in the form of a
single life annuity, or (iv) in any combination of the forms set
forth in Section 4(c)(i)-(iii) (to be elected as a percentage of
the total benefit). The actuaries then servicing the Company
shall determine the present value using an assumed interest rate
of 6 1/2% of the payment method elected by the Participant, and
the amount of the Survivor Benefit shall be revised accordingly,
so that the value of the supplemental retirement benefit
determined at the time of the Participant's retirement, is the
same as if the Participant received the Survivor Benefit in a
lump sum.
(d) If a Participant fails to make the election described
in Section 4(c) in the Participation Agreement, the Survivor
Benefit shall be paid as provided in Section 4(b).
Section 5. Beneficiaries
(a) A Participant may designate one or more Beneficiaries
to receive a Survivor Benefit payable under this Plan.
Beneficiaries shall be designated only upon forms made available
by or satisfactory to the Company, and filed by the Participant
with the Company, as the Company may require.
(b) At any time prior to his death, a Participant may
change his Designation of Beneficiary by filing a substitute
Designation of Beneficiary with the Company in accordance with
Section 5(a) above.
(c) In the absence of an effective Designation of
Beneficiary, or if all persons so designated shall have
predeceased the Participant or shall have died before the
Survivor Benefit shall have been fully distributed, the balance
of the Survivor Benefit shall be paid to the Participant's
surviving spouse or, if none, to the Participant's issue per
stirpes or, if no issue to the executor or administrator of the
Participant's estate.
(d) If a Survivor Benefit is payable to a minor or person
declared incompetent or to a person incapable of handling the
disposition of his property, the Company may pay such Survivor
Benefit to the guardian, legal representative or person having
the care and custody of such minor, incompetent or person. The
Company may require proof of incompetency, minority, incapacity
or guardianship as it may deem appropriate prior to distribution
of the Survivor Benefit. Such distribution shall completely
discharge the Company from all liability with respect to such
benefit.
Section 6. Unfunded Plan
(a) Benefits to be provided under this Plan are unfunded
obligations of the Company. Nothing contained in this Plan shall
require the Company to segregate any monies from its general
funds, to create any trust, to make any special deposits, or to
purchase any policies of insurance with respect to such
obligations. If the Company elects to purchase individual
policies of insurance on one or more of the Participants to help
finance its obligations under this Plan, such individual policies
and the proceeds therefrom shall at all times remain the sole
property of the Company and neither the Participants whose lives
are insured nor their Beneficiaries shall have any ownership
rights in such policies of insurance.
(b) No Participant shall be required or permitted to make
contributions to this Plan.
Section 7. Plan Administration
(a) The Company through its Compensation Committee, shall
be the Plan Administrator of this Plan and shall be solely
responsible for its general administration and interpretation and
for carrying out the respective provisions hereof, and shall have
all such powers as may be necessary to do so. The Company may
from time to time establish rules for the administration of this
Plan and the transaction of its business. Any action by the
Company shall be final, conclusive and binding on each
Participant and all persons claiming by, through or under any
Participant, unless a written appeal is received by the Company
within 60 days of the disputed action. The appeal will be
reviewed by the Compensation Committee and the decision of the
Compensation Committee shall be final, conclusive and binding on
the Participant and on all persons claiming by, through or under
the Participant.
(b) The Company may employ or engage such agents,
accountants, actuaries, counsel, other experts and other persons
as it shall deem necessary or desirable in connection with the
interpretation and administration of this Plan. The Company
shall be entitled to rely upon all certificates made by an
accountant or actuary selected by Company. The Company and its
committees, officers, directors and employees shall not be liable
for any action taken, suffered or omitted by them in good faith
in reliance upon the advice or opinion of any counsel,
accountant, actuary or other expert and all action so taken,
suffered or omitted shall be conclusive upon each of them and
upon all other persons interested in this Plan.
(c) The Company may require proof of the death of any
Participant and evidence of the right of any person to receive
any Survivor Benefit.
(d) Claims under this Plan shall be filed with the Company
on its prescribed forms.
(e) The Company shall withhold from benefits paid under
this Plan any taxes or other amounts required to be withheld by
law.
Section 8. Miscellaneous
(a) No Survivor Benefit shall be subject in any manner to
alienation, sale, transfer, assignment, pledge or encumbrance of
any kind. Any attempt to alienate, sell, transfer, assign,
pledge, or otherwise encumber any Survivor Benefit, whether
presently or hereafter payable, shall be void. Except as
required by law, no Survivor Benefit payable under this Plan
shall in any manner be subject to garnishment, attachment,
execution, or other legal process, or be liable for or subject to
the debts or liability of any Participant or Beneficiary.
(b) Notwithstanding any Plan provision to the contrary, the
Board of Directors of the Company shall have the right to amend,
modify, suspend, or terminate this Plan at any time. No
amendment, suspension or termination shall adversely affect the
right of a Participant or Beneficiary to receive a benefit
payable as the result of the death, termination of employment,
retirement or disability of a Participant which occurred prior to
the effective date of such amendment, suspension or termination.
(c) Nothing contained in this Plan shall be construed as a
contract of employment between any Participant and the Company or
to suggest or create a right in any Participant to be continued
in employment as a Key Executive or other employee of the
Company.
(d) The Company may impose such other lawful terms and
conditions on participation in this Plan as deemed desirable.
(e) The Plan, and any Participation Agreement related
thereto, shall be governed by the laws of the State of Kansas,
without regard to the principles of conflicts of law.
(f) This Plan shall become effective as of March 1, 1985.
Exhibit (10)(v)
CENTEL CORPORATION
CENTEL MANAGEMENT INCENTIVE PLAN
1. Purpose of Plan. The purpose of the Centel Management
Incentive Plan is to:
(a) reward outstanding performance by individuals who
make significant contributions to Company and
profit center results;
(b) reinforce effective teamwork and individual
efforts toward the Company's stated goals;
(c) provide an incentive opportunity incorporating an
appropriate level of risk that will enable the
Company to attract and retain outstanding
executives and managers; and
(d) provide management with the opportunity to acquire
a greater stake in the future of the Company
through stock ownership.
2. Definitions. The following words and phrases have the
respective meanings indicated below unless a different
meaning is plainly implied by the context.
(a) "Administrative Committee" means the Employee
Benefits Committee of Sprint.
(b) "award" or "incentive award" or "original
incentive award" means the amount approved by the
Board Committee to be paid in the form of cash to
an eligible employee pursuant to this Plan.
(c) "Board Committee" means the Organization and
Compensation Committee of the Board of Directors
of Sprint.
(d) "business group" means each of the major lines of
business in which the Company operates (i.e.
telephone, cellular, etc.). A business group is
also considered a profit center relative to the
business group staff.
(e) "business group staff" means the group of
individuals with discrete functional
responsibilities who are not associated with any
specific profit center but who service an entire
business group.
(f) "Common Stock" or "stock" or "shares" means shares
of common stock of Sprint. Notwithstanding any
other provision of this Plan, the aggregate number
of shares of Common Stock which may be distributed
pursuant to this Plan shall not exceed 120,000
shares, as may be adjusted from time to time in
accordance with Section 13.
(g) "Company" means Centel Corporation, a Kansas
corporation, and its successors.
(h) "corporate staff" means the groups of individuals
with discrete functional responsibilities who are
not associated with any specific business group or
profit center but who service the entire Company.
(i) "date of award" means the date on which incentive
awards are approved by the Board Committee.
(j) "eligible employee" means any full time management
employee of the Company or of a subsidiary of
Centel who is in a position designated as eligible
to receive an incentive award under this Plan.
(k) "Exchange Act" means the Securities Exchange Act
of 1934, as amended. References to a particular
section of, or rule under, the Exchange Act shall
include references to successor provisions.
(l) "Insider" means any eligible employee who is
subject to Section 16 of the Securities Exchange
Act of 1934 with respect to the equity securities
of Sprint.
(m) "market value" of Common Stock on any date means
the closing price of the Common Stock on that date
on the New York Stock Exchange Composite
Transactions List, as subsequently reported in The
Wall Street Journal, or if no sale of the Common
Stock shall have been made on that date, such
closing price on the next preceding date on which
there was a sale.
(n) "participant" means any person who has received an
incentive award pursuant to this Plan.
(o) "Plan" means the plan set forth in this Centel
Management Incentive Plan, as it may be amended
from time to time, and known as the "Centel
Management Incentive Plan".
(p) "profit center" means an organization or group of
organizations with a discrete profit and loss
responsibility.
(q) "SEC" means the Securities and Exchange
Commission.
(r) "Sprint" means Sprint Corporation, a Kansas
corporation, and its successors.
(s) "subsidiary" means any corporation of which fifty
percent or more of the voting stock is owned,
directly or indirectly, by the Company or Sprint.
(t) "target incentive award" means the amount that may
be paid to a participant if financial and
individual goals are met in a given plan year.
3. Administration of Plan.
(a) This Plan shall be administered by the Board
Committee.
(b) The Board Committee shall have sole authority and
discretion, consistent with the provisions of this
Plan, to:
(1) approve management positions eligible to
participate in the Plan;
(2) approve at the beginning of each year the
performance measures and target amounts for
each business group and the Company as a
whole as well as the weighting of each of the
measures, the payout range, and leveraging,
if any, to be used in calculating the
incentive awards;
(3) determine and approve the original incentive
awards; and
(4) make all decisions concerning which Insiders
are to become participants, and the timing,
pricing, and amount of awards to Insiders
under the Plan.
(c) The Board Committee shall have full authority and
discretion to adopt rules and regulations to carry
out the purposes and provisions of this Plan. The
Board Committee's interpretation and construction
of any provision of this Plan shall be binding and
conclusive, unless otherwise determined by the
Board of Directors.
4. Administrative Committee.
(a) The Administrative Committee shall:
(1) construe this Plan (subject to Board
Committee interpretations) and make equitable
adjustments for any mistakes, omissions, or
errors made in the administration of this
Plan;
(2) adopt such rules and regulations and
prescribe or approve the forms as may be
deemed reasonably necessary for the proper
and efficient administration of this Plan
consistent with its purposes;
(3) enforce this Plan in accordance with its
terms and with the rules and regulations
adopted for the Plan; and
(4) do all other acts which in the Administrative
Committee's reasonable judgment are necessary
or desirable for the proper and advantageous
administration of this Plan consistent with
its purposes.
(b) The Administrative Committee shall have authority
to delegate any or all of its duties to the
Benefit Administrative Committee of Sprint.
(c) The Administrative Committee will make decisions
according to a majority vote and maintain a written
record of its decisions and actions, but no member of
the Administrative Committee shall act on any matter
that has particular reference to such member's own
interest under this Plan.
(d) All decisions and actions of the Administrative
Committee shall be binding and conclusive, unless
otherwise determined by the Board Committee.
5. Overview of Plan Operation.
(a) Based on the achievement of performance measures
which are approved at the beginning of each plan
year, the percentage achievement of target will be
calculated.
(b) The head of each profit center, business group
staff or corporate staff group will recommend
individual incentive awards for each eligible
employee based on the achievement of individual
objectives and management performance.
(c) All incentive awards are subject to the approval
of the Board Committee.
(d) No original incentive awards will be awarded for
calendar years after 1993.
6. Establishment of Target Incentive Awards.
(a) The Board Committee shall, in its sole discretion,
determine and approve all target incentive awards
for Insiders. The CEO will determine the target
incentive award for the other members of the
Administrative Committee and other eligible
employees in executive positions (other than
Insiders) with the approval of the Board
Committee.
(b) Target incentive awards for all other eligible
employees will be established according to current
salary planning practice and will be approved by
the CEO.
(c) Target incentive awards will be adjusted as
eligible employees move in and out of individual
profit centers, business group staffs or corporate
staff groups or as individuals are assigned to
positions with different target incentive awards
within those groups. Generally, the following
conventions will apply as these changes occur
(when an individual becomes an eligible employee
on or through the fifteenth day of the month, the
months will be calculated as of the first of that
month; when an individual becomes an eligible
employee after the fifteenth day of the month, the
months will be calculated as of the first of the
following month):
(1) individuals who are eligible employees will
have their target incentive award prorated
proportionately by the number of full
calendar months they were an eligible
employee (i.e. a promotion effective 4/16/XX
would qualify that individual to be
considered for 8/12 of his or her target
incentive award for that year; a promotion
effective 9/15/XX would qualify that
individual to be considered for 4/12 of his
or her target incentive award for that year).
(2) individuals who are assigned to a different
award eligible position will have target
incentive awards in each position prorated
based on the number of months in each
position consistent with the conventions
outlined in this Section.
7. Establishment of Goals.
(a) Individual goals will be determined by the
eligible employee and his or her immediate
supervisor.
(b) Performance measures will be established annually
at both the consolidated and business group
levels. These measures will be approved by the
Board Committee. Specific target amounts for each
business unit and the Company as a whole will also
be approved by the Board Committee.
(c) The Board Committee may, at any time prior to the
approval of the incentive awards, approve a change
to the target amounts for the performance measures
if, in its judgment, such a change is desirable in
the interests of equitable treatment of the
participants and the Company as a result of
extraordinary or non-recurring events, changes in
applicable accounting rules or principles, changes
in the Company's method of accounting, changes in
applicable law, changes due to consolidation,
acquisitions, divestitures, reorganization, stock
split or stock dividends, combination of shares or
other changes in the Company structure or shares,
major changes in business strategy, or any other
change of a similar nature to any of the
foregoing.
8. Determining Incentive Awards.
(a) The achievement of each performance measure will
stand independently and the weighting, payout
range and leveraging, if any, will be established
for each business group and the Company as a whole
and will be approved by the Board Committee.
(b) The Board Committee will review business group
operational summary reports along with the
performance of the profit centers, business groups
and the Company as a whole and determine the
percentage of the target incentive awards to be
awarded to participants in each business group and
corporate staff group. This determination will be
based on consolidated financial results and the
extent to which profit centers and business groups
met their financial goals.
(c) The Board Committee reserves the right to give
special consideration to individual profit centers
or business groups if appropriate.
(d) The Board Committee is authorized to make
adjustments for unusual or extraordinary
circumstances which in its sole judgment are
appropriate to the purposes of the Plan.
9. Determining Individual Incentive Awards.
(a) Each eligible employee's immediate supervisor
will, through lines of organization, recommend the
level of award to be paid to such eligible
employee. This recommendation will be based on
financial performance and the supervisor's
judgment of the eligible employee's achievement of
his or her individual goals and contribution to
the profit center or business group performance.
An eligible employee's recommended award may
exceed his or her individual target incentive
award.
(b) The Board Committee will determine and approve all
incentive awards. The Board Committee may, at its
sole discretion, raise or lower the recommended
incentive award of any eligible employee on the
basis of the difficulty of the eligible employee's
incentive goals, changes in circumstances or
priorities during the year, or any other factors
it deems relevant.
10. Payment of Incentive Awards.
(a) Incentive awards will be paid before the close of
the first quarter, if practical, following the
year to which the award relates.
(b) The original incentive awards for calendar year
1993 will be paid exclusively in cash.
(c) Certain participants received all or a portion of
their award for 1992 in shares of Common Stock
(the "original incentive shares") and received a
matching incentive award of shares of Common
Stock. To encourage retaining the original
incentive shares as an investment, Sprint will,
twelve (12) months after issuance of such shares,
provide as "retention shares" a number of shares
of Common Stock equal to twenty-five percent (25%)
of the number of original incentive shares (the
award of such retention shares to be known as a
"retention incentive award") if the following
conditions are met:
(1) the participant is still an
employee of Sprint or one of its
subsidiaries at the end of the
twelve month period; and,
(2) the participant has not disposed of
the original incentive shares
through the end of the twelve month
period. The original shares must
be registered exactly the same way
they were registered at the time of
issuance unless a new registration
is called for by circumstances
beyond the control of the
participant.
In the event that twenty-five percent of the
number of original incentive shares is not a
whole number, the participant will receive
cash in lieu of a fractional share of Common
Stock based on the market value of the
fractional share of Common Stock on the date
that is twelve months after the date of
issuance of the original incentive shares.
(d) (i) "Six Month Advance Election" means an
election made by an Insider to receive an
award in the form of stock which (A) becomes
effective six months after the date on which
such Six Month Advance Election was made, and
(B) may be revoked only by making a new Six
Month Advance Election. The new Six Month
Advance Election may, in turn, be revoked in
accordance with this clause (i).
(ii) Once a Six Month Advance Election has
become effective with respect to an original
incentive award or matching incentive award
or a Tax Withholding Election (as defined in
paragraph (f) of this Section 10), such Six
Month Advance Election shall remain effective
with respect to all subsequent original
incentive awards, matching incentive awards
or Tax Withholding Elections, as the case may
be, until such Election is revoked in
accordance with clause (i) of this paragraph
(d).
(e) Except where a Tax Withholding Election has been
made by an Insider, the federal, state and local
income tax withholding and other tax obligations
associated with receipt of any retention incentive
award will be deducted from the original incentive
award of such participant for calendar year 1993,
provided that the original incentive award is
sufficient to cover all such taxes as well as
taxes associated with receipt of the original
incentive award; otherwise, Sprint shall retain
from the retention shares a sufficient number of
shares of Common Stock, valued at the market value
of the Common Stock on the date that is twelve
months after the date of issuance of the original
incentive shares, to satisfy the taxes associated
with receipt of the retention shares.
(f) A participant who is an Insider may elect to
authorize Sprint to retain from the retention
shares otherwise to be distributed whole shares of
Common Stock to satisfy federal, state and local
income tax withholding and FICA obligations
associated with receipt of any retention incentive
award of such Insider (such election, a "Tax
Withholding Election") provided that:
(i) such election becomes effective
during the period beginning on the
third business day following the
date of release of quarterly or
annual financial data specified in
SEC Rule 16b-3(e)(1)(ii) and ending
on the twelfth business day
following such date (such period, a
"Quarterly Window Period" and such
election, a "Quarterly Window
Period Election") and is subject to
the approval of the Board Committee
in its sole discretion (a
"Quarterly Window Period
Election"); or
(ii) such election is a Six Month
Advance Election.
(g) A Quarterly Window Period Election made pursuant
to paragraph (f) of this Section 10:
(i) becomes effective when made, if
made during a Quarterly Window
Period, or as of the first day of
the next Quarterly Window Period,
if not made during a Quarterly
Window Period.
(ii) may be revoked by making a new
Quarterly Window Period Election
which (A) changes the previous
Quarterly Window Period Election,
and (B) becomes effective (in
accordance with clause (i) of this
paragraph (g) before the date on
which the retention shares are to
be distributed.
(iii) once it has become effective,
it shall remain in effect with
respect to all subsequent tax
withholding until revoked in
accordance with clause (ii) of this
paragraph (g).
11. Limitation on Vested Interest. The earning of
incentive awards by eligible employees under this Plan
is within the sole discretion of the Company in
accordance with the terms of this Plan, and no eligible
employee, participant or other person has any legal
right to or vested interest in an incentive award under
this Plan prior to the actual payment to the eligible
employee of an incentive award.
12. Indemnification of Committee Members. In addition to
such other rights of indemnification as any person may
have as a director, officer or member of the Board
Committee, Administrative Committee or the Benefit
Administrative Committee, each member of the Committees
shall be indemnified by the Company against the
reasonable expenses, including attorney's fees,
actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which such
person may be a party by reason of any action taken or
failure to act under or in connection with this Plan,
and against all amounts paid by such person in
settlement thereof (provided such settlement is
approved by legal counsel selected or approved by the
Company), or paid by such person in satisfaction of a
judgment in any such action, suit or proceeding, except
in relation to matters as to which it shall be adjudged
in such action, suit or proceeding, that such Committee
member is liable for gross misconduct; provided that
within sixty (60) days after the institution of such
action, suit or proceeding, such Committee member shall
in writing offer the Company the opportunity, at its
own expense, to handle and defend the same.
13. Adjustment in Number of Shares. In the event of any
subdivision or combination of the outstanding shares of
Sprint by reclassification or otherwise, or in the
event of the payment of a stock dividend, a capital
reorganization, a reclassification of shares, a
consolidation or merger, or the sale, lease or
conveyance of substantially all the assets of Sprint,
the Board Committee shall make appropriate and
equitable adjustments in the number and kind of shares
with respect to all undistributed retention shares.
Any such adjustment made by the Board Committee shall
be final and binding upon all participants, the
Company, Sprint, and all other interested persons.
14. Compliance with Rule 16b-3. The intent of this Plan is
to qualify for the exemption provided by Rule 16b-3 of
the Exchange Act. To the extent any provision of the
Plan does not comply with the requirements of Rule 16b-
3, it shall be deemed inoperative and shall not affect
the validity of the Plan. In the event Rule 16b-3 is
revised or replaced, the Board Committee may exercise
discretion to modify this Plan in any respect necessary
to satisfy the requirements of the revised exemption or
its replacement.
15. Non-transferability. No right awarded hereunder is
assignable or transferable other than by will or the
laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended.
16. Amendment and Discontinuance. The Board of Directors
of the Company may alter, suspend or terminate this
Plan. Any such alteration or amendment of this Plan
shall be subject to the approval of the Company's
shareholders to the extent required by SEC Rule 16b-3
under the Exchange Act or by the listing requirements
of any national securities exchange upon which the
Common Stock is listed.
Exhibit (10)(w)
CENTEL CORPORATION
CENTEL STOCK OPTION PLAN
1. Purpose of Plan. The purpose of the Centel Stock Option
Plan (the Plan) is to promote the long-term financial
interests of the Company and its subsidiaries by:
(a) providing an incentive for key management employees to
maximize the long-term value of Centel Common Stock and
otherwise act in the best interest of Centel
shareowners;
(b) providing management with the opportunity to acquire a
greater stake in the future of the Company and its
subsidiaries through stock ownership;
(c) attracting, retaining and rewarding highly qualified
executives and managers who will contribute in
exceptional ways to the long-term financial success of
the Company and its subsidiaries; and
(d) tying compensation of key management employees more
closely with the performance of Common Stock.
2. Definitions. The following words and phrases have the
respective meanings indicated below unless a different
meaning is plainly implied by the context.
(a) "Administrative Committee" means a committee of
management employees which, pursuant to Section 4, has
been appointed by the Board Committee and authorized to
assume designated responsibilities and perform
designated functions.
(b) "award" means the grant of stock options or stock
appreciation rights (SARs) to an eligible employee
pursuant to this Plan.
(c) "Board Committee" means the Organization and
Compensation Committee of the Board of Directors of
Sprint.
(d) "Common Stock" or "stock," or "shares" means shares of
common stock of Sprint.
(e) "Company" means Centel Corporation, a Kansas
corporation and its successors.
(f) "date of award" means the date designated by the Board
Committee for the award of stock options or SARs which
have been approved by the Board Committee to be awarded
pursuant to this Plan.
(g) "eligible employee" means any management employee of
the Company or of a subsidiary of Sprint who is
designated by the Board Committee as a key employee
eligible to receive an award of options or SARs under
this Plan.
(h) "Exchange Act" means the Securities Exchange Act of
1934. References to a particular section or, or rule
under, the Exchange Act shall include references to
successor provisions.
(i) "Insider" means any participant who is subject to
Section 16 of the Exchange Act with respect to the
equity securities of Sprint.
(j) "letter of agreement" means a letter from the Board
Committee, or from the Administrative Committee or
Administrative Committee member acting on behalf of the
Board Committee, to an employee, indicating that the
employee is a participant in the Centel Stock Option
Plan, the number of shares subject to option or SAR to
be granted to the participant, the option price, the
date or dates when such option or SAR may be exercised,
and other provisions consistent with the Plan.
(k) "market value" of Common Stock on any date means the
closing price of the Common Stock on that date on the
New York Stock Exchange Composite Transactions list, as
subsequently reported in The Wall Street Journal, or,
if no sale of the Common Stock shall have been made on
that date, such closing price on the next preceding
date on which there was a sale.
(l) "Non-Insider" means any participant who is not an
Insider.
(m) "participant" means any person who has been awarded
options or SARs pursuant to this Plan.
(n) "Plan" means the plan set forth in this Centel Stock
Option Plan, as it may be amended from time to time,
and known as the "Centel Stock Option Plan."
(o) "retirement" means cessation of employment with the
Company, Sprint and all subsidiaries after a
participant has attained age fifty-five under
circumstances that would result in the participant
having a vested interest under the Centel Retirement
Benefit Plan or successor Sprint plan if the
participant were a participant in that plan.
"normal retirement" means retirement after a
participant has attained age sixty-five; "early
retirement" means retirement before a participant has
attained age sixty-five.
(p) "SEC" means the Securities and Exchange Commission.
(q) "Sprint" means Sprint Corporation, a Kansas
corporation, and its successors.
(r) "stock appreciation right" or "SAR" is a right granted
to a participant to receive a payment in cash or in
shares of Common Stock or in a combination of cash and
shares equal in value to the increase in the market
value of the Common Stock from the date of grant of
such SAR to the date of exercise with respect to the
shares represented by such SAR. The election to
receive either cash or shares, or a combination of cash
and shares, is made by the participant.
(s) "stock option" or "option" is a right granted to a
participant to purchase a designated number of shares
of Common Stock at a stated price for a stated period
of time. The participant may exercise that right
according to Section 8 of the Plan as to all or a
portion of the shares at a specified time or times.
Stock options granted under this Plan are not intended
to qualify as incentive stock options under Internal
Revenue Code Section 422A.
(t) "subsidiary" means any corporation fifty percent or
more of the voting stock of which is owned, directly or
indirectly, by the Company or Sprint.
(u) "tandem grant" means an option and an SAR granted in
combination such that both cover the same shares.
Either the option or the SAR may be exercised for all
or any portion of the shares. By exercising the option
for a given number of shares, the right to exercise the
tandem SAR for that number of shares is canceled and
vice-versa.
(v) "total disability" of a participant means the
participant would be eligible to receive disability
benefits under the Centel Corporation Group Welfare
Plan or similar Sprint plan if the participant were a
participant in that plan.
3. Administration of Plan.
(a) This Plan shall be administered by the Board Committee.
(b) The Board Committee shall have full authority and
discretion to adopt rules and regulations and prescribe
or approve the forms to carry out the purposes and
provisions of this Plan. The Board Committee's
interpretation and construction of any provision of
this Plan or any option or SAR granted hereunder shall
be binding and conclusive, unless otherwise determined
by the Board.
4. Appointment of Administrative Committee.
(a) The Board Committee may appoint an Administrative
Committee to:
(1) construe this Plan and make equitable adjustments
for any mistakes, omissions, or errors made in the
administration of this Plan;
(2) adopt such rules and regulations as may be deemed
reasonably necessary for the proper and efficient
administration of this Plan consistent with its
purposes;
(3) enforce this Plan in accordance with its terms and
with the rules and regulations adopted for the
Plan; and
(4) do all other acts which in the Administrative
Committee's reasonable judgment are necessary or
desirable for the proper and advantageous
administration of this Plan consistent with the
Plan's purposes.
(b) No member of the Administrative Committee who is a
participant in the Plan shall act on any matter that
has particular reference to such member's own interest
under this Plan.
5. Eligibility. The Board Committee shall from time to time
determine the key management employees of the Company
(including officers and directors of the Company who are
also employees) and subsidiaries who shall be participants
in this Plan.
6. Shares Subject to Plan. Subject to adjustment as provided
in Section 21, the aggregate number of shares subject to
options or SARs granted by the Board Committee under this
Plan shall be less than 2,534,450 shares of Common Stock of
Sprint, par value $2.50 per share (the shares), which may be
treasury shares reacquired by Sprint or authorized and
unissued shares, or a combination of both.
7. Option Price. The option price per share under each option
granted by the Board Committee shall be not less than 100%
of the market value per share on the date an option is
granted, but in no event shall the option price be less than
the par value per share.
8. Exercise of Options.
(a) Terms. Each option granted under this Plan shall be
exercisable on the dates and for the number of shares
as shall be provided in a letter of agreement between
the Company and the participant evidencing the option
granted by the Board Committee and the terms thereof.
However, subject to Sections 13, 14, 15, 16, and 17, no
option shall become exercisable until six months after
its date of award.
(b) Exercise and Payment of Exercise Price. Shares shall
be issued to the participant pursuant to the exercise
of an option only upon receipt by Sprint from the
participant of written notice of exercise, specifying
the number of shares with respect to which the option
is being exercised, accompanied by payment in full
either in cash or by a single exchange of shares of
Common Stock of Sprint previously owned by the
optionee, or a combination of both, in an amount or
having a combined value equal to the aggregate purchase
price for the shares subject to the option or portion
thereof being exercised. The value of the previously
owned shares of Common Stock exchanged in full or
partial payment for the shares purchased upon the
exercise of an option shall be equal to the aggregate
market value, as defined in Section 2, of such shares
on the date of the exercise of such option. Previously
owned shares acquired via prior exercise of a stock
option granted under this Plan shall not be accepted in
full or partial payment for shares purchased upon the
exercise of an option unless such previously owned
shares have been held by the participant for at least
six months subsequent to such prior exercise.
(c) Effect on Tandem Grants. If the option was granted in
a tandem grant (as defined in Section 2) with an SAR,
then exercise of such option with respect to a stated
number of shares shall cancel the right to exercise the
tandem SAR with respect to the same number of shares.
(d) Tax Withholding. Participants may elect to deliver to
Sprint (or authorize Sprint to retain from the shares
purchased by such exercise) whole shares of Common
Stock (or cash) to satisfy Sprint's obligation, if any,
to withhold federal, state and local income tax
required to be withheld in respect of such exercise
("Tax Withholding Obligations"), provided that Insiders
may not elect to deliver shares to Sprint, or authorize
Sprint to retain shares purchased by the option
exercise, to satisfy Tax Withholding Obligations unless
(i) such election becomes effective during the period
beginning on the third business day following the date
of release of the quarterly or annual financial data
specified in SEC Rule 16b-3(e)(1)(ii) and ending on the
twelfth business day following such date (such period,
a "Quarterly Window Period" and such an election, a
"Quarterly Window Period Election"), and (ii) the
option is exercised during a Quarterly Window Period.
Any such election by an Insider shall be subject to the
approval of the Board Committee in its sole discretion
at any time after such election.
(e) Quarterly Window Period Elections.
(i) A Quarterly Window Period Election made
pursuant to paragraph (d) of this Section 8 or
paragraphs (c) or (e) of Section 9 becomes
effective when made, if made during a Quarterly
Window Period, or as of the first day of the next
Quarterly Window Period, if not made during a
Quarterly Window Period.
(ii) A Quarterly Window Period Election may be
revoked by making a new Quarterly Window Period
Election which (A) changes the previous Quarterly
Window Period Election and (B) becomes effective
(in accordance with Section 8(e)(i)) before the
exercise of the option or SAR, as applicable, to
which the new election relates. The new Quarterly
Window Period Election may, in turn, be revoked in
accordance with this clause (ii).
(iii) A Quarterly Window Period Election may be
either a specific election or a standing election.
A specific election is effective only with respect
to the first exercise of options or SARs, as
applicable, after the election becomes effective.
A standing election that has become effective
remains effective with respect to all subsequent
exercises of options or SARs, as applicable, until
the election is revoked in accordance with Section
8(e)(ii).
9. Exercise of SARs.
(a) Terms. Each SAR granted under this Plan shall be
exercisable on the dates and for the number of shares
as shall be provided in a letter of agreement between
the Company and the participant evidencing the SAR
granted by the Board Committee and the terms thereof.
However, subject to Sections 13, 14, 15, 16, and 17, no
SAR shall become exercisable until six months after its
date of award.
(b) Exercise by Non-Insider Participants. Cash or shares
(at the election of the Non-Insider) shall be issued to
the Non-Insider pursuant to the exercise of an SAR upon
the receipt by Sprint from the Non-Insider of written
notice that an SAR is being exercised.
(c) Exercise by Insider Participants. An Insider may
exercise an SAR by delivery to Sprint of written notice
of exercise, which notice includes, or is preceded by,
the Insider's election to receive cash or stock. If
the Insider elects to receive Common Stock, the SAR may
be exercised only pursuant to a Quarterly Window Period
Election; provided, however, that an Insider's election
to receive stock may be made at any time if the Board
Committee determines, with the advice of counsel, that
the implementation of this proviso does not require
shareholder approval pursuant to SEC Rule 16b-3(b). If
the Insider elects to receive cash, (i) such election
must be a Quarterly Window Period Election and (ii) the
SAR may be exercised only during a Quarterly Window
Period. Any such election by an Insider to receive
cash shall be subject to the approval of the Board
Committee in its sole discretion at any time after such
election.
(d) Effect on Tandem Grants. If an SAR was granted in a
tandem grant (as defined in Section 2) with an option,
then exercise of such SAR with respect to a stated
number of shares shall cancel the right to exercise the
tandem option with respect to the same number of
shares.
(e) Withholding. Participants may elect to have all or a
portion of the cash or shares to be received from
exercising an SAR retained by Sprint in order to
exercise a stock option, or to satisfy Tax Withholding
Obligations in respect of an exercise of an option or
SAR; provided, however, that an Insider may elect to
have all or a portion of the shares to be received from
exercising an SAR retained by Sprint to satisfy Tax
Withholding Obligations only if (i) such election is a
Quarterly Window Period Election, and (ii) the SAR is
exercised during a Quarterly Window Period. Any such
election by an Insider that relates to the satisfaction
of Tax Withholding Obligations shall be subject to the
approval of the Board Committee in its sole discretion
at any time after such election.
10. Term of Option or SAR. Each option or SAR granted hereunder
shall be exercisable for not more than ten years from the
date it is granted, after which the unexercised portion
thereof shall expire.
11. Nontransferability of Option. No option or SAR granted
under this Plan shall be transferable except by will or the
laws of descent or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of
1986. Each such option and SAR shall be exercisable during
the participant's lifetime only by the participant.
12. Termination of Employment. Upon termination of employment
of a participant for any reason other than retirement, total
disability, death, sale or disposition of a business unit,
or change in control (as defined in Section 17), all options
and SARs previously granted to the participant, whether
exercisable or unexercisable, shall be forfeited and
canceled.
13. Retirement of Participant.
(a) Upon the normal retirement of a participant (after
attaining age sixty-five), all options and SARs
previously granted to the participant shall become
fully exercisable, and may be exercised within a three-
year period following the date of retirement, but in no
event later than ten years from the date of grant of
such options and SARs; provided, however, that an
Insider may not exercise an option or SAR until at
least six months after the date of award of such option
or SAR, as applicable.
(b) Upon the early retirement of a participant (prior to
attaining age sixty-five), the portion of all options
and SARs that the participant is then entitled to
exercise may be exercised within a three-year period
following the date of retirement, but in no event later
than ten years from the date of grant of such options
and SARs.
14. Total Disability of Participant. Upon the total disability
of a participant (as defined in Section 2) all options and
SARs previously granted to the participant shall become
fully exercisable and may be exercised within a one-year
period following the date the participant becomes totally
disabled, but in no event later than ten years from the date
of grant of such options and SARs; provided, however, than
an Insider may not exercise an option or SAR until at least
six months after the date of award of such option or SAR, as
applicable.
15. Death of Participant. Upon the death of a participant, all
options and SARs previously granted to the participant shall
become fully exercisable by the legal representative of the
deceased participant's estate and may be exercised within a
one-year period following the date of the participant's
death, but in no event later than ten years from the date of
grant of such options or SARs.
16. Sale or Disposition of a Business Unit. Upon the
termination of employment of a participant occurring as a
result of the disposition by Sprint of a subsidiary,
division or business unit, the Board Committee, or, except
with respect to Insiders, the Administrative Committee,
acting on behalf of the Board Committee, may determine the
extent to which unexercisable options and SARs shall become
exercisable, and the period of time, if any, following the
date of disposition during which the participant may
exercise such options and SARs; provided, however, than an
Insider may not exercise an option or SAR until at least six
months after the date of award of such option or SAR, as
applicable.
17. Change in Control. Deleted.
18. Committee Discretion in the Event of Termination.
Notwithstanding the provisions of Sections 12, 13, 14, and
15, if, upon termination of employment of the participant
for any reason, the Board Committee, or, except with respect
to Insiders, the Administrative Committee acting on behalf
of the Board Committee, determines that it is in the best
interest of Sprint, it may determine that all or a portion
of the participant's unexercisable options and SARs may
become exercisable, and that all or a portion of the
participant's exercisable options and SARs may be exercised
for a period of time following the date of the participant's
termination of employment, but in no event later than ten
years from the date of grant of such options or SARs.
19. Nonalienation of Benefits. No right or benefit under this
Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or
charge the same shall be void. No right or benefit under
this Plan shall in any manner be liable for or subject to
the debts, contracts, liabilities or torts of the person
entitled to such benefits except such claims as may be made
by the Company, Sprint or any subsidiary. If any
participant or beneficiary hereunder should become bankrupt
or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right or benefit under this Plan,
such right or benefit shall, in the sole discretion of the
Board Committee (or, except with respect to Insiders, the
Administrative Committee acting on behalf of the Board
Committee), cease, and in such event, the Company or Sprint
shall hold or apply the same or any part thereof for the
benefit of such participant or beneficiary, such person's
spouse, children or other dependents, or any of them, in
such manner and in such proportions as the Committee in its
sole discretion shall determine.
20. Indemnification of Committee Members. In addition to such
other rights of indemnification as any person may have as a
director, officer or member of the Board Committee or
Administrative Committee, each member of the Committees
shall be indemnified by the Company against the reasonable
expenses, including attorney's fees, actually and
necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal
therein, to which such person may be a party by reason of
any action taken or failure to act under or in connection
with this Plan, and against all amounts paid by such person
in settlement thereof (provided such settlement is approved
by legal counsel selected or approved by the Company), or
paid by such person in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action,
suit or proceeding, that such Committee member is liable for
gross misconduct; provided that within 60 days after the
institution of such action, suit or proceeding, such
Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the
same.
21. Adjustment in Number of Shares and Option Price. In the
event of any subdivision or combination of the outstanding
shares of Sprint by reclassification or otherwise, or in the
event of the payment of a stock dividend, a capital
reorganization, a reclassification of shares, a
consolidation or merger, or the sale, lease or conveyance of
substantially all the assets of Sprint, the Board Committee
shall make appropriate and equitable adjustments in the
number and kind of shares with respect to which all
outstanding options and SARs, or portions thereof then
unexercised, shall be exercisable. Any such adjustment made
by the Board Committee shall be final and binding upon all
participants, Sprint, the Company and all other interested
persons.
22. Compliance with Rule 16b-3. the intent of this Plan is to
qualify for the exemption provided by Rule 16b-3 of the
Exchange Act. To the extent any provision of the Plan does
not comply with the requirements of Rule 16b-3, it shall be
deemed inoperative and shall not affect the validity of the
Plan. In the event Rule 16b-3 is revised or replaced, the
Board Committee, or the Administrative Committee acting on
behalf of the Board Committee, may exercise discretion to
modify this Plan in any respect necessary to satisfy the
requirements of the revised exemption or its replacement.
23. Amendments and Discontinuance. The Board of Directors of
the Company may alter, suspend or terminate this Plan;
provided, however, that no such action shall increase the
term of any option or SAR previously granted, or increase
the number of shares available under the Plan (other than as
provided in Section 21), or reduce the minimum option price
per share as provided in Section 7, and provided further
that no such action shall materially and adversely affect
any outstanding options or SARs without the consent of the
respective participants.
Exhibit (10)(x)
AGREEMENT REGARDING SPECIAL COMPENSATION
AND POST EMPLOYMENT RESTRICTIVE COVENANTS
THIS AGREEMENT made this 20th day of October, 1993, by and
between SPRINT/UNITED MANAGEMENT COMPANY, a Kansas corporation
and subsidiary of Sprint Corporation ("Employer"), and D. WAYNE
PETERSON ("Executive").
W I T N E S S E T H:
WHEREAS, Employer and its parent and affiliates are engaged
in the telecommunications business;
WHEREAS, Executive has expertise, experience and capability
in the business of Employer and the telecommunications business
in general;
WHEREAS, Executive has been, and/or now is serving Employer
as President and Chief Operating Officer, Local Telco Division;
WHEREAS, Employer desires to enter into this Agreement to
provide severance and other benefits for Executive and obtain
Executive's agreements regarding confidentiality and post-
employment restrictive covenants for Employer; and
WHEREAS, Executive is willing to provide such agreements to
Employer.
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which consideration
is mutually acknowledged by the parties, it is hereby agreed as
follows:
1. Recitals.
The recitals hereinbefore set forth constitute an integral
part of this Agreement, evidencing the intent of the parties in
executing this Agreement, and describing the circumstances
surrounding its execution. Said recitals are by express
reference made a part of the covenants hereof, and this Agreement
shall be construed in light thereof.
2. Duties and Responsibilities.
The duties and responsibilities of Executive are and shall
continue to be of an executive nature as shall be required by
Employer in the conduct of its business. Executive's powers and
authority shall include all those presently delegated to him or
such other duties and responsibilities as from time to time may
be assigned to him. Executive recognizes, that during his
employment hereunder, he owes an undivided duty of loyalty to
Employer, and agrees to devote his entire business time and
attention to the performance of said duties and responsibilities
and to use his best efforts to promote and develop the business
of Employer.
3. Employment Term.
Executive's employment may be terminated by either party in
accordance with Sections 5, 6, 7, or 8 herein.
4. Compensation and Benefits.
During employment, Executive shall be entitled to receive a
base annual salary, shall be reimbursed for reasonable expenses
incurred and accounted for in accordance with the policies and
procedures of Employer, and shall be entitled to vacation pay and
other benefits applicable to employees generally, each as may
from time to time be established, amended or terminated. In
addition, upon execution of this Agreement, Executive shall be
awarded ten thousand (10,000) shares of restricted stock as set
forth in a restricted stock agreement of even date herewith,
attached hereto and incorporated herein (the "Restricted Stock
Agreement") and shall be entitled to the Special Compensation set
forth in Section 6 hereof in accordance with the terms of this
Agreement.
5. Termination by Employer: Special Compensation.
At any time, Employer may terminate Executive's employment
for any reason. If Executive's termination is other than
pursuant to Section 6, Executive shall, subject to the other
provisions of this Section 5, be entitled to the following
Special Compensation (as that term is defined in this Section 5)
in lieu of any benefits available under any and all Employer
separation plans or policies. If Executive's termination is
pursuant to Sections 5, 6 or 7, Executive's obligations under
Sections 11, 12, 13, and 14 hereof shall continue.
For purposes of this Agreement, "Special Compensation" shall
consist of:
(a) to continue to receive for a period of eighteen
(18) months from the date of termination (the "Severance
Period") bi-weekly compensation at the rate equal to the bi-
weekly amount of his base annual salary in effect at the
date of termination of employment;
(b) to receive a bonus, based on actual performance
results, up to the target amount, under the Management
Incentive Plan ("MIP") throughout the Severance Period
provided that the amount, if any, payable under such Plan
for the award period including the last day of the Severance
Period shall be pro rated based upon the number of months of
the Severance Period that fall within the award period and
the total number of months in such award period;
(c) to receive an award under the Long Term Incentive
Plan, pro rated based on the Executive's last day worked,
exclusive of any Severance Period, determined in accordance
with the terms of said Plan;
(d) acceleration of vesting of restricted stock in
accordance with the relevant provisions of the Restricted
Stock Agreement;
(e) to continue to receive throughout the Severance
Period any executive medical, dental, life, and qualified or
non-qualified retirement benefits which the Executive was
receiving or was entitled to receive at the time of
termination, except that long term disability and short term
disability benefits cease on the last day worked;
(f) outplacement counseling by a firm selected by
Employer to continue until Executive becomes employed; and
(g) to continue to receive throughout the Severance
Period all applicable executive perquisites (including
automobile allowance, long distance services and all
miscellaneous services) except country club membership dues
and accrual of vacation.
Employer shall pay or cause to be paid the amounts payable
under paragraph (a) above in equal installments, bi-weekly in
arrears, and the amount payable under paragraphs (b) and (c) in
accordance with the terms of the Plans. All payments pursuant to
this Section shall be subject to applicable federal and state
income and other withholding taxes.
In addition to the Special Compensation described above,
Executive shall also be entitled to any vacation pay for vacation
accrued by Executive in the calendar year of termination but not
taken at the time of termination.
In the event Executive becomes employed full time during the
Severance Period, Executive's entitlement to continuation of the
benefits described in paragraph (e) shall immediately cease,
however, Executive shall retain any rights to continue medical
insurance coverage under the COBRA continuation provisions of the
group medical insurance plan by paying the applicable premium
therefor.
The payments and benefits provided for in this Section shall
be in addition to all other sums then payable and owing to
Executive hereunder and, except as expressly provided herein,
shall not be subject to reduction for any amounts received by
Executive for employment or services provided after termination
of employment hereunder, and shall be in full settlement and
satisfaction of all of Executive's claims and demands.
In all events, Executive's right to receive severance and/or
other benefits pursuant to this Section shall cease immediately
in the event Executive is re-employed by Employer or an affiliate
or Executive breaches his Confidential Information Covenant (as
defined in Section 11 hereof), or breaches Sections 12, 13 or 14
hereof. In all cases, Employer's rights under Section 15 shall
continue.
6. Voluntary Resignation by Executive; Termination
for Cause; Total Disability.
Upon termination of Executive's employment by either
Voluntary Resignation, Termination for Cause (as those terms are
defined in this Section 6), or Total Disability, as that term is
defined in the Long Term Disability Plan, Executive shall have no
right to compensation, severance pay or other benefits described
herein but Executive's obligations under Sections 11, 12, 13 and
14 hereof shall continue.
(a) Voluntary Resignation by Executive. At any time,
Executive has the right, by written notice to Employer, to
terminate his services hereunder ("Voluntary Resignation"),
effective as of thirty (30) days after such notice.
(b) Termination for Cause by Employer. At any time,
Employer has the right to terminate Executive's employment.
Termination upon the occurrence of any of the following
shall be deemed termination for cause ("Termination for
Cause"):
(i) Conduct by the Executive which reflects
adversely on the Executive's honesty, trustworthiness
or fitness as an Executive, or
(ii) Executive's willful engagement in conduct
which is demonstrably and materially injurious to the
Employer.
For Termination for Cause, written notice of the
termination of Executive's employment by Employer shall be
served upon Executive and shall be effective as of the date
of such service. Such notice given by Employer shall
specify the act or acts of Executive underlying such
termination.
(c) Total Disability. Upon the total disability of
the Executive, as that term is defined in the Long Term
Disability Plan, Executive shall have no right to
compensation or severance pay described herein but shall be
entitled to long term disability and other such benefits
afforded under the applicable policies and plans.
7. Resignation Following Constructive Discharge.
If at any time, except in connection with a termination
pursuant to Section 5, 6, or 8 Executive is Constructively
Discharged (as that term is defined in this Section 7) then
Executive shall have the right, by written notice to Employer
within sixty (60) days of such Constructive Discharge, to
terminate his services hereunder, effective as of thirty (30)
days after such notice. Executive shall in such event be
entitled to the compensation and benefits as if such employment
were terminated pursuant to Section 5 of this Agreement.
For purposes of this Agreement, the Executive shall be
"Constructively Discharged" upon the occurrence of any one of the
following events:
(a) Executive is removed from his position with
Employer other than as a result of Executive's appointment
to positions of equal or superior scope and responsibility;
or
(b) Executive's targeted total compensation is reduced
by more than 10% (other than across-the-board reductions
similarly affecting all executive officers of Sprint
Corporation).
8. Effect of Change in Control.
In the event that within one year of a Change in Control (as
that term is defined in this Section 8) Executive's employment is
terminated:
(a) by the Employer other than pursuant to Section 6
hereof, or
(b) by Executive pursuant to Section 7 hereof,
then Executive shall be entitled to the Special Compensation
described in Section 5 and shall be bound by Section 11, but
shall not have any continuing obligations under Sections 12, 13,
and 14, except as otherwise required by common law or statute.
For purposes of this Agreement, a "Change in Control" shall
be deemed to have occurred if:
(i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act")) other than a trustee or other fiduciary
holding securities under an employee benefit plan of Sprint
Corporation ("Sprint") or any of its affiliates, and other
than Sprint or a corporation owned, directly or indirectly,
by the stockholders of Sprint in substantially the same
proportions as their ownership of stock of Sprint, is or
becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of
securities of Sprint representing 20% or more of the
combined voting power of Sprint's then outstanding
securities, or
(ii) during any period of two consecutive years (not
including any period prior to the date of this Agreement),
incumbent members cease for any reason to constitute a
majority of the members of the Board of Directors of Sprint.
A member of the Board of Directors of Sprint shall be an
"incumbent member" if such individual is as of the date of this
Agreement or at the beginning of the applicable two consecutive
year period a member of the Board of Directors of Sprint, and any
new director after the date of this Agreement (other than a
director designated by person who has entered into an agreement
to effect a transaction described in subparagraph (i) above)
whose election to the Board or nomination for election by the
stockholders of Sprint was approved by a vote of at least two-
thirds (2/3) of the directors still in office who either were
directors as of the date hereof or as of the first day of the
applicable two consecutive year period or whose election or
nomination for election was previously so approved.
9. Dispute Resolution.
All disputes arising under this Agreement, other than those
disputes relating to Executive's alleged violations of Sections
11 through 14 herein, shall be submitted to arbitration by the
American Arbitration Association of Kansas City, Missouri. Costs
of arbitration shall be borne equally by the parties. The
decision of the arbitrators shall be final and there shall be no
appeal from any award rendered. Any award rendered may be
entered as a judgment in any court of competent jurisdiction. In
any judicial enforcement proceeding, the losing party shall
reimburse the prevailing party for its reasonable costs and
attorneys' fees for enforcing its rights under this Agreement, in
addition to any damages or other relief granted. This Section 9
does not apply to any action by Employer to enforce Sections 11
through 14 of this Agreement and does not in any way restrict
Employer's rights under Section 15 herein.
10. Enforcement.
In the event Employer shall fail to pay any amounts due to
Executive under this Agreement as they come due, Employer agrees
to pay interest on such amounts at a rate of prime plus two
percent (2%) per annum. Employer agrees that Executive and any
successor shall be entitled to recover all costs of successfully
enforcing any provision of this Agreement, including reasonable
attorney fees and costs of litigation.
11. Confidential Information.
Executive acknowledges that during the course of his
employment he has learned or will learn or develop Confidential
Information (as that term is defined in this Section 11).
Executive further acknowledges that unauthorized disclosure or
use of such Confidential Information, other than in discharge of
Executive's duties, will cause Employer irreparable harm.
For purposes of this Section, Confidential Information means
trade secrets (such as technical and non-technical data, a
formula, pattern, compilation, program, device, method,
technique, drawing, process) and other proprietary information
concerning the products, processes or services of Employer or its
parent, and/or affiliates, including but not limited to: computer
programs; unpatented inventions, discoveries or improvements;
marketing, manufacturing, or organizational research and
development; business plans; sales forecasts; personnel
information, including the identity of other employees of
Employer, their responsibilities, competence, abilities, and
compensation; pricing and financial information; current and
prospective customer lists and information on customers or their
employees; information concerning planned or pending acquisitions
or divestitures; and information concerning purchases of major
equipment or property, which information: (a) has not been made
generally available to the public; and (b) is useful or of value
to the current or anticipated business, or research or
development activities of Employer or of any customer or supplier
of Employer, or (c) has been identified to Employee as
confidential by Employer, either orally or in writing.
Except in the course of his employment and in the pursuit of
the business of Employer or any of its subsidiaries or
affiliates, Executive shall not, during the course of his
employment, or for a period of eighteen (18) months following
termination of his employment for any reason, directly or
indirectly, disclose, publish, communicate or use on his behalf
or another's behalf, any proprietary information or data of
Employer or any of its subsidiaries or affiliates.
Executive acknowledges that Employer operates and competes
nationally, and that Employer will be harmed by unauthorized
disclosure or use of Confidential Information regardless of where
such disclosure or use occurs, and that therefore this
confidentiality agreement is not limited to any single state or
other jurisdiction.
12. Non-Competition.
Executive acknowledges that use or disclosure of
Confidential Information described in Section 11 is likely if
Executive were to perform services related to the local
telecommunications business on behalf of a competitor of
Employer. Therefore, Executive shall not, for eighteen (18)
months following termination of employment for any reason (the
"Non-Compete Period"), accept any position, including, but not
limited to a position with any Regional Bell Operating Company
where the performance of duties in that position will involve
managing, controlling, participating in, investing in, acting as
consultant or advisor to, rendering services for, or otherwise
assisting any person or entity that engages in or owns any
business that is in the local telecommunications business. For
purposes of this Agreement, "local telecommunications business"
includes all forms of local exchanges, together with related
activities such as directory publication, information services
and material supply distribution.
Executive acknowledges that Employer operates and competes
nationally, and that therefore this non-competition agreement is
not limited to any single state or other jurisdiction.
This section shall not prevent Executive from using general
skills and experience developed during employment with Employer
or other employers; or from accepting a position of employment
with another company, firm, or other organization which competes
with Employer, if its business is diversified and Executive is
employed in a part of the business that is not related to local
telecommunications and provided that such position does not
require or permit the disclosure or use of Confidential
Information.
13. Inducement of Other Employees.
For an eighteen (18) month period following termination of
employment, Executive will not directly or indirectly solicit,
induce or encourage any employee or agent of Employer to
terminate his relationship with Employer.
14. Return of Employer's Property.
All notes, reports, sketches, plans, published memoranda or
other documents created, developed, generated or held by
Executive during employment, concerning or related to Employer's
business, and whether containing or relating to Confidential
Information or not, are the property of Employer and will be
promptly delivered to Employer upon termination of Executive's
employment for any reason whatsoever. During the course of
employment, Executive shall not remove any of the above property
containing Confidential Information, or reproductions or copies
thereof, or any apparatus from Employer's premises without
authorization.
15. Remedies.
Executive acknowledges that the restraints and agreements
herein provided are fair and reasonable, that enforcement of the
provisions of Sections 11, 12, 13 and 14 will not cause him undue
hardship and that said provisions are reasonably necessary and
commensurate with the need to protect Employer and its legitimate
and proprietary business interests and property from irreparable
harm.
Executive acknowledges that failure to comply with the terms
of this Agreement will cause irreparable damage to Employer.
Therefore, Executive agrees that, in addition to any other
remedies at law or in equity available to Employer for
Executive's breach or threatened breach of this Agreement,
Employer is entitled to specific performance or injunctive
relief, without bond, against Executive to prevent such damage or
breach, and the existence of any claim or cause of action
Executive may have against Employer will not constitute a defense
thereto. Executive further agrees to pay reasonable attorney
fees and costs of litigation incurred by Employer in any
proceeding relating to the enforcement of the Agreement or to any
alleged breach thereof in which Employer shall prevail in whole
or in part.
In the event of a breach or a violation by Executive of any
of the covenants and provisions of this Agreement, the running of
the Non-Compete Period (but not of Executive's obligation
thereunder), shall be tolled during the period of the continuance
of any actual breach or violation.
16. Confidentiality of Agreement.
As a specific condition to Executive's right to Special
Compensation or other benefits described herein, Executive agrees
that he will not disclose or discuss: the existence of this
Agreement; the Special Compensation provided hereunder; or any
other terms of the Agreement except: (1) to members of his
immediate family; (2) to his financial advisor or attorney but
then only to the extent necessary for them to assist him; or (3)
as required by law or to enforce legal rights.
17. Entire Understanding.
This Agreement constitutes the entire understanding between
the parties relating to Executive's employment hereunder and
supersedes and cancels all prior written and oral understandings
and agreements with respect to such matters, except for the terms
and provisions of any employee benefit or other compensation
plans (or any agreements or awards thereunder) referred to in or
contemplated by this Agreement and except for the SPRINT UNITED
EMPLOYEE AGREEMENT REGARDING PROPERTY RIGHTS AND BUSINESS
PRACTICES which the Executive has signed and by which Executive
continues to be bound.
18. Binding Effect.
This Agreement shall be binding upon and inure to the
benefit of Executive's executors, administrators, legal
representatives, heirs and legatees and the successors and
assigns of Employer.
19. Partial Invalidity.
The various provisions of this Agreement are intended to be
severable and to constitute independent and distinct binding
obligations. Should any provision of this Agreement be
determined to be void and unenforceable, in whole or in part, it
shall not be deemed to affect or impair the validity of any other
provision or part thereof, and such provision or part thereof
shall be deemed modified to the extent required to permit
enforcement. Without limiting the generality of the foregoing,
if the scope of any provision contained in this Agreement is too
broad to permit enforcement to its full extent, but may be made
enforceable by limitations thereon, such provision shall be
enforced to the maximum extent permitted by law, and Executive
hereby agrees that such scope may be judicially modified
accordingly.
20. Strict Construction.
The language used in this Agreement will be deemed to be the
language chosen by Employer and Executive to express their mutual
intent and no rule of strict construction shall be applied
against any person.
21. Waiver.
The waiver of any party hereto of a breach of any provision
of this Agreement by any other party shall not operate or be
construed as a waiver of any subsequent breach.
22. Notices.
Any notice or other communication required or permitted to
be given hereunder shall be determined to have been duly given to
any party (a) upon delivery to the address of such party
specified below if delivered personally or by courier; (b) upon
dispatch if transmitted by telecopy or other means of facsimile,
provided a copy thereof is also sent by regular mail or courier;
or (c) within forty-eight (48) hours after deposit thereof in the
U.S. mail, postage prepaid, for delivery as certified mail,
return receipt requested, addressed, in any case to the party at
the following address(es) or telecopy numbers:
If to Executive:
D. Wayne Peterson
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, KS 66205
If to Employer and/or Company:
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, KS 66205
Attn: Corporate Secretary
or to such other address(es) or telecopy number(s) as any party
may designate by Written Notice in the aforesaid manner.
23. Governing Law.
This Agreement shall be governed by, and interpreted,
construed and enforced in accordance with, the laws of the State
of Kansas.
24. Gender and Number.
Wherever from the context it appears appropriate, each term
stated in either the singular of plural shall include the
singular and the plural, and the pronouns stated in either the
masculine, the feminine or the neuter gender shall include the
masculine, feminine or neuter.
25. Headings.
The headings of the Sections of this Agreement are for
reference purposes only and do not define or limit, and shall not
be used to interpret or construe the contents of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed at Westwood, Kansas, on the date above set
forth.
D. WAYNE PETERSON SPRINT/UNITED MANAGEMENT
COMPANY
/s/ D. WAYNE PETERSON By: /s/ B. WATSON
Authorized Officer
Exhibit (10)(x)
AGREEMENT REGARDING SPECIAL COMPENSATION
AND POST EMPLOYMENT RESTRICTIVE COVENANTS
THIS AGREEMENT made this 20th day of October, 1993, by and
between SPRINT/UNITED MANAGEMENT COMPANY, a Kansas corporation
and subsidiary of Sprint Corporation ("Employer"), and DENNIS E.
FOSTER ("Executive").
W I T N E S S E T H:
WHEREAS, Employer and its parent and affiliates are engaged
in the telecommunications business;
WHEREAS, Executive has expertise, experience and capability
in the business of Employer and the telecommunications business
in general;
WHEREAS, Executive has been, and/or now is serving Employer
as President and Chief Operating Officer, Sprint Cellular
Division;
WHEREAS, Employer desires to enter into this Agreement to
provide severance and other benefits for Executive and obtain
Executive's agreements regarding confidentiality and post-
employment restrictive covenants for Employer; and
WHEREAS, Executive is willing to provide such agreements to
Employer.
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which consideration
is mutually acknowledged by the parties, it is hereby agreed as
follows:
1. Recitals.
The recitals hereinbefore set forth constitute an integral
part of this Agreement, evidencing the intent of the parties in
executing this Agreement, and describing the circumstances
surrounding its execution. Said recitals are by express
reference made a part of the covenants hereof, and this Agreement
shall be construed in light thereof.
2. Duties and Responsibilities.
The duties and responsibilities of Executive are and shall
continue to be of an executive nature as shall be required by
Employer in the conduct of its business. Executive's powers and
authority shall include all those presently delegated to him or
such other duties and responsibilities as from time to time may
be assigned to him. Executive recognizes, that during his
employment hereunder, he owes an undivided duty of loyalty to
Employer, and agrees to devote his entire business time and
attention to the performance of said duties and responsibilities
and to use his best efforts to promote and develop the business
of Employer.
3. Employment Term.
Executive's employment may be terminated by either party in
accordance with Sections 5, 6, 7, or 8 herein.
4. Compensation and Benefits.
During employment, Executive shall be entitled to receive a
base annual salary, shall be reimbursed for reasonable expenses
incurred and accounted for in accordance with the policies and
procedures of Employer, and shall be entitled to vacation pay and
other benefits applicable to employees generally, each as may
from time to time be established, amended or terminated. In
addition, upon execution of this Agreement, Executive shall be
awarded ten thousand (10,000) shares of restricted stock as set
forth in a restricted stock agreement of even date herewith,
attached hereto and incorporated herein (the "Restricted Stock
Agreement") and shall be entitled to the Special Compensation set
forth in Section 6 hereof in accordance with the terms of this
Agreement.
5. Termination by Employer: Special Compensation.
At any time, Employer may terminate Executive's employment
for any reason. If Executive's termination is other than
pursuant to Section 6, Executive shall, subject to the other
provisions of this Section 5, be entitled to the following
Special Compensation (as that term is defined in this Section 5)
in lieu of any benefits available under any and all Employer
separation plans or policies. If Executive's termination is
pursuant to Sections 5, 6 or 7, Executive's obligations under
Sections 11, 12, 13, and 14 hereof shall continue.
For purposes of this Agreement, "Special Compensation" shall
consist of:
(a) to continue to receive for a period of eighteen
(18) months from the date of termination (the "Severance
Period") bi-weekly compensation at the rate equal to the bi-
weekly amount of his base annual salary in effect at the
date of termination of employment;
(b) to receive a bonus, based on actual performance
results, up to the target amount, under the Management
Incentive Plan ("MIP") throughout the Severance Period
provided that the amount, if any, payable under such Plan
for the award period including the last day of the Severance
Period shall be pro rated based upon the number of months of
the Severance Period that fall within the award period and
the total number of months in such award period;
(c) to receive an award under the Long Term Incentive
Plan, pro rated based on the Executive's last day worked,
exclusive of any Severance Period, determined in accordance
with the terms of said Plan;
(d) acceleration of vesting of restricted stock in
accordance with the relevant provisions of the Restricted
Stock Agreement;
(e) to continue to receive throughout the Severance
Period any executive medical, dental, life, and qualified or
non-qualified retirement benefits which the Executive was
receiving or was entitled to receive at the time of
termination, except that long term disability and short term
disability benefits cease on the last day worked;
(f) outplacement counseling by a firm selected by
Employer to continue until Executive becomes employed; and
(g) to continue to receive throughout the Severance
Period all applicable executive perquisites (including
automobile allowance, long distance services and all
miscellaneous services) except country club membership dues
and accrual of vacation.
Employer shall pay or cause to be paid the amounts payable
under paragraph (a) above in equal installments, bi-weekly in
arrears, and the amount payable under paragraphs (b) and (c) in
accordance with the terms of the Plans. All payments pursuant to
this Section shall be subject to applicable federal and state
income and other withholding taxes.
In addition to the Special Compensation described above,
Executive shall also be entitled to any vacation pay for vacation
accrued by Executive in the calendar year of termination but not
taken at the time of termination.
In the event Executive becomes employed full time during the
Severance Period, Executive's entitlement to continuation of the
benefits described in paragraph (e) shall immediately cease,
however, Executive shall retain any rights to continue medical
insurance coverage under the COBRA continuation provisions of the
group medical insurance plan by paying the applicable premium
therefor.
The payments and benefits provided for in this Section shall
be in addition to all other sums then payable and owing to
Executive hereunder and, except as expressly provided herein,
shall not be subject to reduction for any amounts received by
Executive for employment or services provided after termination
of employment hereunder, and shall be in full settlement and
satisfaction of all of Executive's claims and demands.
In all events, Executive's right to receive severance and/or
other benefits pursuant to this Section shall cease immediately
in the event Executive is re-employed by Employer or an affiliate
or Executive breaches his Confidential Information Covenant (as
defined in Section 11 hereof), or breaches Sections 12, 13 or 14
hereof. In all cases, Employer's rights under Section 15 shall
continue.
6. Voluntary Resignation by Executive; Termination
for Cause; Total Disability.
Upon termination of Executive's employment by either
Voluntary Resignation, Termination for Cause (as those terms are
defined in this Section 6), or Total Disability, as that term is
defined in the Long Term Disability Plan, Executive shall have no
right to compensation, severance pay or other benefits described
herein but Executive's obligations under Sections 11, 12, 13 and
14 hereof shall continue.
(a) Voluntary Resignation by Executive. At any time,
Executive has the right, by written notice to Employer, to
terminate his services hereunder ("Voluntary Resignation"),
effective as of thirty (30) days after such notice.
(b) Termination for Cause by Employer. At any time,
Employer has the right to terminate Executive's employment.
Termination upon the occurrence of any of the following
shall be deemed termination for cause ("Termination for
Cause"):
(i) Conduct by the Executive which reflects
adversely on the Executive's honesty, trustworthiness
or fitness as an Executive, or
(ii) Executive's willful engagement in conduct
which is demonstrably and materially injurious to the
Employer.
For Termination for Cause, written notice of the
termination of Executive's employment by Employer shall be
served upon Executive and shall be effective as of the date
of such service. Such notice given by Employer shall
specify the act or acts of Executive underlying such
termination.
(c) Total Disability. Upon the total disability of
the Executive, as that term is defined in the Long Term
Disability Plan, Executive shall have no right to
compensation or severance pay described herein but shall be
entitled to long term disability and other such benefits
afforded under the applicable policies and plans.
7. Resignation Following Constructive Discharge.
If at any time, except in connection with a termination
pursuant to Section 5, 6, or 8 Executive is Constructively
Discharged (as that term is defined in this Section 7) then
Executive shall have the right, by written notice to Employer
within sixty (60) days of such Constructive Discharge, to
terminate his services hereunder, effective as of thirty (30)
days after such notice. Executive shall in such event be
entitled to the compensation and benefits as if such employment
were terminated pursuant to Section 5 of this Agreement.
For purposes of this Agreement, the Executive shall be
"Constructively Discharged" upon the occurrence of any one of the
following events:
(a) Executive is removed from his position with
Employer other than as a result of Executive's appointment
to positions of equal or superior scope and responsibility;
or
(b) Executive's targeted total compensation is reduced
by more than 10% (other than across-the-board reductions
similarly affecting all executive officers of Sprint
Corporation).
8. Effect of Change in Control.
In the event that within one year of a Change in Control (as
that term is defined in this Section 8) Executive's employment is
terminated:
(a) by the Employer other than pursuant to Section 6
hereof, or
(b) by Executive pursuant to Section 7 hereof,
then Executive shall be entitled to the Special Compensation
described in Section 5 and shall be bound by Section 11, but
shall not have any continuing obligations under Sections 12, 13,
and 14, except as otherwise required by common law or statute.
For purposes of this Agreement, a "Change in Control" shall
be deemed to have occurred if:
(i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act")) other than a trustee or other fiduciary
holding securities under an employee benefit plan of Sprint
Corporation ("Sprint") or any of its affiliates, and other
than Sprint or a corporation owned, directly or indirectly,
by the stockholders of Sprint in substantially the same
proportions as their ownership of stock of Sprint, is or
becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of
securities of Sprint representing 20% or more of the
combined voting power of Sprint's then outstanding
securities, or
(ii) during any period of two consecutive years (not
including any period prior to the date of this Agreement),
incumbent members cease for any reason to constitute a
majority of the members of the Board of Directors of Sprint.
A member of the Board of Directors of Sprint shall be an
"incumbent member" if such individual is as of the date of this
Agreement or at the beginning of the applicable two consecutive
year period a member of the Board of Directors of Sprint, and any
new director after the date of this Agreement (other than a
director designated by person who has entered into an agreement
to effect a transaction described in subparagraph (i) above)
whose election to the Board or nomination for election by the
stockholders of Sprint was approved by a vote of at least two-
thirds (2/3) of the directors still in office who either were
directors as of the date hereof or as of the first day of the
applicable two consecutive year period or whose election or
nomination for election was previously so approved.
9. Dispute Resolution.
All disputes arising under this Agreement, other than those
disputes relating to Executive's alleged violations of Sections
11 through 14 herein, shall be submitted to arbitration by the
American Arbitration Association of Kansas City, Missouri. Costs
of arbitration shall be borne equally by the parties. The
decision of the arbitrators shall be final and there shall be no
appeal from any award rendered. Any award rendered may be
entered as a judgment in any court of competent jurisdiction. In
any judicial enforcement proceeding, the losing party shall
reimburse the prevailing party for its reasonable costs and
attorneys' fees for enforcing its rights under this Agreement, in
addition to any damages or other relief granted. This Section 9
does not apply to any action by Employer to enforce Sections 11
through 14 of this Agreement and does not in any way restrict
Employer's rights under Section 15 herein.
10. Enforcement.
In the event Employer shall fail to pay any amounts due to
Executive under this Agreement as they come due, Employer agrees
to pay interest on such amounts at a rate of prime plus two
percent (2%) per annum. Employer agrees that Executive and any
successor shall be entitled to recover all costs of successfully
enforcing any provision of this Agreement, including reasonable
attorney fees and costs of litigation.
11. Confidential Information.
Executive acknowledges that during the course of his
employment he has learned or will learn or develop Confidential
Information (as that term is defined in this Section 11).
Executive further acknowledges that unauthorized disclosure or
use of such Confidential Information, other than in discharge of
Executive's duties, will cause Employer irreparable harm.
For purposes of this Section, Confidential Information means
trade secrets (such as technical and non-technical data, a
formula, pattern, compilation, program, device, method,
technique, drawing, process) and other proprietary information
concerning the products, processes or services of Employer or its
parent, and/or affiliates, including but not limited to: computer
programs; unpatented inventions, discoveries or improvements;
marketing, manufacturing, or organizational research and
development; business plans; sales forecasts; personnel
information, including the identity of other employees of
Employer, their responsibilities, competence, abilities, and
compensation; pricing and financial information; current and
prospective customer lists and information on customers or their
employees; information concerning planned or pending acquisitions
or divestitures; and information concerning purchases of major
equipment or property, which information: (a) has not been made
generally available to the public; and (b) is useful or of value
to the current or anticipated business, or research or
development activities of Employer or of any customer or supplier
of Employer, or (c) has been identified to Employee as
confidential by Employer, either orally or in writing.
Except in the course of his employment and in the pursuit of
the business of Employer or any of its subsidiaries or
affiliates, Executive shall not, during the course of his
employment, or for a period of eighteen (18) months following
termination of his employment for any reason, directly or
indirectly, disclose, publish, communicate or use on his behalf
or another's behalf, any proprietary information or data of
Employer or any of its subsidiaries or affiliates.
Executive acknowledges that Employer operates and competes
nationally, and that Employer will be harmed by unauthorized
disclosure or use of Confidential Information regardless of where
such disclosure or use occurs, and that therefore this
confidentiality agreement is not limited to any single state or
other jurisdiction.
12. Non-Competition.
Executive acknowledges that use or disclosure of
Confidential Information described in Section 11 is likely if
Executive were to perform services related to the cellular and
wireless telecommunications business on behalf of a competitor of
Employer. Therefore, Executive shall not, for eighteen (18)
months following termination of employment for any reason (the
"Non-Compete Period"), accept any position, where the performance
of duties in that position will involve managing, controlling,
participating in, investing in, acting as consultant or advisor
to, rendering services for, or otherwise assisting any person or
entity that engages in or owns any business that is in the
cellular or wireless telecommunications business. For purposes
of this Agreement, "cellular and wireless telecommunications
business" includes all forms of wireless and cellular
communications, together with related activities such as
information services.
Executive acknowledges that Employer operates and competes
nationally, and that therefore this non-competition agreement is
not limited to any single state or other jurisdiction.
This section shall not prevent Executive from using general
skills and experience developed during employment with Employer
or other employers; or from accepting a position of employment
with another company, firm, or other organization which competes
with Employer, if its business is diversified and Executive is
employed in a part of the business that is not related to
cellular or wireless communications and provided that such
position does not require or permit the disclosure or use of
Confidential Information.
13. Inducement of Other Employees.
For an eighteen (18) month period following termination of
employment, Executive will not directly or indirectly solicit,
induce or encourage any employee or agent of Employer to
terminate his relationship with Employer.
14. Return of Employer's Property.
All notes, reports, sketches, plans, published memoranda or
other documents created, developed, generated or held by
Executive during employment, concerning or related to Employer's
business, and whether containing or relating to Confidential
Information or not, are the property of Employer and will be
promptly delivered to Employer upon termination of Executive's
employment for any reason whatsoever. During the course of
employment, Executive shall not remove any of the above property
containing Confidential Information, or reproductions or copies
thereof, or any apparatus from Employer's premises without
authorization.
15. Remedies.
Executive acknowledges that the restraints and agreements
herein provided are fair and reasonable, that enforcement of the
provisions of Sections 11, 12, 13 and 14 will not cause him undue
hardship and that said provisions are reasonably necessary and
commensurate with the need to protect Employer and its legitimate
and proprietary business interests and property from irreparable
harm.
Executive acknowledges that failure to comply with the terms
of this Agreement will cause irreparable damage to Employer.
Therefore, Executive agrees that, in addition to any other
remedies at law or in equity available to Employer for
Executive's breach or threatened breach of this Agreement,
Employer is entitled to specific performance or injunctive
relief, without bond, against Executive to prevent such damage or
breach, and the existence of any claim or cause of action
Executive may have against Employer will not constitute a defense
thereto. Executive further agrees to pay reasonable attorney
fees and costs of litigation incurred by Employer in any
proceeding relating to the enforcement of the Agreement or to any
alleged breach thereof in which Employer shall prevail in whole
or in part.
In the event of a breach or a violation by Executive of any
of the covenants and provisions of this Agreement, the running of
the Non-Compete Period (but not of Executive's obligation
thereunder), shall be tolled during the period of the continuance
of any actual breach or violation.
16. Confidentiality of Agreement.
As a specific condition to Executive's right to Special
Compensation or other benefits described herein, Executive agrees
that he will not disclose or discuss: the existence of this
Agreement; the Special Compensation provided hereunder; or any
other terms of the Agreement except: (1) to members of his
immediate family; (2) to his financial advisor or attorney but
then only to the extent necessary for them to assist him; or (3)
as required by law or to enforce legal rights.
17. Entire Understanding.
This Agreement constitutes the entire understanding between
the parties relating to Executive's employment hereunder and
supersedes and cancels all prior written and oral understandings
and agreements with respect to such matters, except for the terms
and provisions of any employee benefit or other compensation
plans (or any agreements or awards thereunder) referred to in or
contemplated by this Agreement and except for the SPRINT UNITED
EMPLOYEE AGREEMENT REGARDING PROPERTY RIGHTS AND BUSINESS
PRACTICES which the Executive has signed and by which Executive
continues to be bound.
18. Binding Effect.
This Agreement shall be binding upon and inure to the
benefit of Executive's executors, administrators, legal
representatives, heirs and legatees and the successors and
assigns of Employer.
19. Partial Invalidity.
The various provisions of this Agreement are intended to be
severable and to constitute independent and distinct binding
obligations. Should any provision of this Agreement be
determined to be void and unenforceable, in whole or in part, it
shall not be deemed to affect or impair the validity of any other
provision or part thereof, and such provision or part thereof
shall be deemed modified to the extent required to permit
enforcement. Without limiting the generality of the foregoing,
if the scope of any provision contained in this Agreement is too
broad to permit enforcement to its full extent, but may be made
enforceable by limitations thereon, such provision shall be
enforced to the maximum extent permitted by law, and Executive
hereby agrees that such scope may be judicially modified
accordingly.
20. Strict Construction.
The language used in this Agreement will be deemed to be the
language chosen by Employer and Executive to express their mutual
intent and no rule of strict construction shall be applied
against any person.
21. Waiver.
The waiver of any party hereto of a breach of any provision
of this Agreement by any other party shall not operate or be
construed as a waiver of any subsequent breach.
22. Notices.
Any notice or other communication required or permitted to
be given hereunder shall be determined to have been duly given to
any party (a) upon delivery to the address of such party
specified below if delivered personally or by courier; (b) upon
dispatch if transmitted by telecopy or other means of facsimile,
provided a copy thereof is also sent by regular mail or courier;
or (c) within forty-eight (48) hours after deposit thereof in the
U.S. mail, postage prepaid, for delivery as certified mail,
return receipt requested, addressed, in any case to the party at
the following address(es) or telecopy numbers:
If to Executive:
Dennis E. Foster
Sprint Corporation
8725 Higgins Road
Chicago, IL 60631
If to Employer and/or Company:
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, KS 66205
Attn: Corporate Secretary
or to such other address(es) or telecopy number(s) as any party
may designate by Written Notice in the aforesaid manner.
23. Governing Law.
This Agreement shall be governed by, and interpreted,
construed and enforced in accordance with, the laws of the State
of Kansas.
24. Gender and Number.
Wherever from the context it appears appropriate, each term
stated in either the singular of plural shall include the
singular and the plural, and the pronouns stated in either the
masculine, the feminine or the neuter gender shall include the
masculine, feminine or neuter.
25. Headings.
The headings of the Sections of this Agreement are for
reference purposes only and do not define or limit, and shall not
be used to interpret or construe the contents of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed at Westwood, Kansas, on the date above set
forth.
DENNIS E. FOSTER SPRINT/UNITED MANAGEMENT
COMPANY
/s/ DENNIS E. FOSTER By: /s/ B. WATSON
Authorized Officer
Exhibit (10)(x)
AGREEMENT REGARDING SPECIAL COMPENSATION
AND POST EMPLOYMENT RESTRICTIVE COVENANTS
THIS AGREEMENT made this 20th day of October, 1993, by and
between SPRINT/UNITED MANAGEMENT COMPANY, a Kansas corporation
and subsidiary of Sprint Corporation ("Employer"), and RONALD T.
LEMAY ("Executive").
W I T N E S S E T H:
WHEREAS, Employer and its parent and affiliates are engaged
in the telecommunications business;
WHEREAS, Executive has expertise, experience and capability
in the business of Employer and the telecommunications business
in general;
WHEREAS, Executive has been, and/or now is serving Employer
as President and Chief Operating Officer, Long Distance Division;
WHEREAS, Employer desires to enter into this Agreement to
provide severance and other benefits for Executive and obtain
Executive's agreements regarding confidentiality and post-
employment restrictive covenants for Employer; and
WHEREAS, Executive is willing to provide such agreements to
Employer.
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which consideration
is mutually acknowledged by the parties, it is hereby agreed as
follows:
1. Recitals.
The recitals hereinbefore set forth constitute an integral
part of this Agreement, evidencing the intent of the parties in
executing this Agreement, and describing the circumstances
surrounding its execution. Said recitals are by express
reference made a part of the covenants hereof, and this Agreement
shall be construed in light thereof.
2. Duties and Responsibilities.
The duties and responsibilities of Executive are and shall
continue to be of an executive nature as shall be required by
Employer in the conduct of its business. Executive's powers and
authority shall include all those presently delegated to him or
such other duties and responsibilities as from time to time may
be assigned to him. Executive recognizes, that during his
employment hereunder, he owes an undivided duty of loyalty to
Employer, and agrees to devote his entire business time and
attention to the performance of said duties and responsibilities
and to use his best efforts to promote and develop the business
of Employer.
3. Employment Term.
Executive's employment may be terminated by either party in
accordance with Sections 5, 6, 7, or 8 herein.
4. Compensation and Benefits.
During employment, Executive shall be entitled to receive a
base annual salary, shall be reimbursed for reasonable expenses
incurred and accounted for in accordance with the policies and
procedures of Employer, and shall be entitled to vacation pay and
other benefits applicable to employees generally, each as may
from time to time be established, amended or terminated. In
addition, upon execution of this Agreement, Executive shall be
awarded twenty thousand (20,000) shares of restricted stock as
set forth in a restricted stock agreement of even date herewith,
attached hereto and incorporated herein (the "Restricted Stock
Agreement") and shall be entitled to the Special Compensation set
forth in Section 6 hereof in accordance with the terms of this
Agreement.
5. Termination by Employer: Special Compensation.
At any time, Employer may terminate Executive's employment
for any reason. If Executive's termination is other than
pursuant to Section 6, Executive shall, subject to the other
provisions of this Section 5, be entitled to the following
Special Compensation (as that term is defined in this Section 5)
in lieu of any benefits available under any and all Employer
separation plans or policies. If Executive's termination is
pursuant to Sections 5, 6 or 7, Executive's obligations under
Sections 11, 12, 13, and 14 hereof shall continue.
For purposes of this Agreement, "Special Compensation" shall
consist of:
(a) to continue to receive for a period of eighteen
(18) months from the date of termination (the "Severance
Period") monthly compensation at the rate equal to the
monthly amount of his base annual salary in effect at the
date of termination of employment;
(b) to receive a bonus, based on actual performance
results, up to the target amount, under the Management
Incentive Plan ("MIP") throughout the Severance Period
provided that the amount, if any, payable under such Plan
for the award period including the last day of the Severance
Period shall be pro rated based upon the number of months of
the Severance Period that fall within the award period and
the total number of months in such award period;
(c) to receive an award under the Long Term Incentive
Plan, pro rated based on the Executive's last day worked,
exclusive of any Severance Period, determined in accordance
with the terms of said Plan;
(d) acceleration of vesting of restricted stock in
accordance with the relevant provisions of the Restricted
Stock Agreement;
(e) to continue to receive throughout the Severance
Period any executive medical, dental, life, and qualified or
non-qualified retirement benefits which the Executive was
receiving or was entitled to receive at the time of
termination, except that long term disability and short term
disability benefits cease on the last day worked;
(f) outplacement counseling by a firm selected by
Employer to continue until Executive becomes employed; and
(g) to continue to receive throughout the Severance
Period all applicable executive perquisites (including
automobile allowance, long distance services and all
miscellaneous services) except country club membership dues
and accrual of vacation.
Employer shall pay or cause to be paid the amounts payable
under paragraph (a) above in equal installments, monthly in
arrears, and the amount payable under paragraphs (b) and (c) in
accordance with the terms of the Plans. All payments pursuant to
this Section shall be subject to applicable federal and state
income and other withholding taxes.
In addition to the Special Compensation described above,
Executive shall also be entitled to any vacation pay for vacation
accrued by Executive in the calendar year of termination but not
taken at the time of termination.
In the event Executive becomes employed full time during the
Severance Period, Executive's entitlement to continuation of the
benefits described in paragraph (e) shall immediately cease,
however, Executive shall retain any rights to continue medical
insurance coverage under the COBRA continuation provisions of the
group medical insurance plan by paying the applicable premium
therefor.
The payments and benefits provided for in this Section shall
be in addition to all other sums then payable and owing to
Executive hereunder and, except as expressly provided herein,
shall not be subject to reduction for any amounts received by
Executive for employment or services provided after termination
of employment hereunder, and shall be in full settlement and
satisfaction of all of Executive's claims and demands.
In all events, Executive's right to receive severance and/or
other benefits pursuant to this Section shall cease immediately
in the event Executive is re-employed by Employer or an affiliate
or Executive breaches his Confidential Information Covenant (as
defined in Section 11 hereof), or breaches Sections 12, 13 or 14
hereof. In all cases, Employer's rights under Section 15 shall
continue.
6. Voluntary Resignation by Executive; Termination
for Cause; Total Disability.
Upon termination of Executive's employment by either
Voluntary Resignation, Termination for Cause (as those terms are
defined in this Section 6), or Total Disability, as that term is
defined in the Long Term Disability Plan, Executive shall have no
right to compensation, severance pay or other benefits described
herein but Executive's obligations under Sections 11, 12, 13 and
14 hereof shall continue.
(a) Voluntary Resignation by Executive. At any time,
Executive has the right, by written notice to Employer, to
terminate his services hereunder ("Voluntary Resignation"),
effective as of thirty (30) days after such notice.
(b) Termination for Cause by Employer. At any time,
Employer has the right to terminate Executive's employment.
Termination upon the occurrence of any of the following
shall be deemed termination for cause ("Termination for
Cause"):
(i) Conduct by the Executive which reflects
adversely on the Executive's honesty, trustworthiness
or fitness as an Executive, or
(ii) Executive's willful engagement in conduct
which is demonstrably and materially injurious to the
Employer.
For Termination for Cause, written notice of the
termination of Executive's employment by Employer shall be
served upon Executive and shall be effective as of the date
of such service. Such notice given by Employer shall
specify the act or acts of Executive underlying such
termination.
(c) Total Disability. Upon the total disability of
the Executive, as that term is defined in the Long Term
Disability Plan, Executive shall have no right to
compensation or severance pay described herein but shall be
entitled to long term disability and other such benefits
afforded under the applicable policies and plans.
7. Resignation Following Constructive Discharge.
If at any time, except in connection with a termination
pursuant to Section 5, 6, or 8 Executive is Constructively
Discharged (as that term is defined in this Section 7) then
Executive shall have the right, by written notice to Employer
within sixty (60) days of such Constructive Discharge, to
terminate his services hereunder, effective as of thirty (30)
days after such notice. Executive shall in such event be
entitled to the compensation and benefits as if such employment
were terminated pursuant to Section 5 of this Agreement.
For purposes of this Agreement, the Executive shall be
"Constructively Discharged" upon the occurrence of any one of the
following events:
(a) Executive is removed from his position with
Employer other than as a result of Executive's appointment
to positions of equal or superior scope and responsibility;
or
(b) Executive's targeted total compensation is reduced
by more than 10% (other than across-the-board reductions
similarly affecting all executive officers of Sprint
Corporation).
8. Effect of Change in Control.
In the event that within one year of a Change in Control (as
that term is defined in this Section 8) Executive's employment is
terminated:
(a) by the Employer other than pursuant to Section 6
hereof, or
(b) by Executive pursuant to Section 7 hereof,
then Executive shall be entitled to the Special Compensation
described in Section 5 and shall be bound by Section 11, but
shall not have any continuing obligations under Sections 12, 13,
and 14, except as otherwise required by common law or statute.
For purposes of this Agreement, a "Change in Control" shall
be deemed to have occurred if:
(i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act")) other than a trustee or other fiduciary
holding securities under an employee benefit plan of Sprint
Corporation ("Sprint") or any of its affiliates, and other
than Sprint or a corporation owned, directly or indirectly,
by the stockholders of Sprint in substantially the same
proportions as their ownership of stock of Sprint, is or
becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of
securities of Sprint representing 20% or more of the
combined voting power of Sprint's then outstanding
securities, or
(ii) during any period of two consecutive years (not
including any period prior to the date of this Agreement),
incumbent members cease for any reason to constitute a
majority of the members of the Board of Directors of Sprint.
A member of the Board of Directors of Sprint shall be an
"incumbent member" if such individual is as of the date of this
Agreement or at the beginning of the applicable two consecutive
year period a member of the Board of Directors of Sprint, and any
new director after the date of this Agreement (other than a
director designated by person who has entered into an agreement
to effect a transaction described in subparagraph (i) above)
whose election to the Board or nomination for election by the
stockholders of Sprint was approved by a vote of at least two-
thirds (2/3) of the directors still in office who either were
directors as of the date hereof or as of the first day of the
applicable two consecutive year period or whose election or
nomination for election was previously so approved.
9. Dispute Resolution.
All disputes arising under this Agreement, other than those
disputes relating to Executive's alleged violations of Sections
11 through 14 herein, shall be submitted to arbitration by the
American Arbitration Association of Kansas City, Missouri. Costs
of arbitration shall be borne equally by the parties. The
decision of the arbitrators shall be final and there shall be no
appeal from any award rendered. Any award rendered may be
entered as a judgment in any court of competent jurisdiction. In
any judicial enforcement proceeding, the losing party shall
reimburse the prevailing party for its reasonable costs and
attorneys' fees for enforcing its rights under this Agreement, in
addition to any damages or other relief granted. This Section 9
does not apply to any action by Employer to enforce Sections 11
through 14 of this Agreement and does not in any way restrict
Employer's rights under Section 15 herein.
10. Enforcement.
In the event Employer shall fail to pay any amounts due to
Executive under this Agreement as they come due, Employer agrees
to pay interest on such amounts at a rate of prime plus two
percent (2%) per annum. Employer agrees that Executive and any
successor shall be entitled to recover all costs of successfully
enforcing any provision of this Agreement, including reasonable
attorney fees and costs of litigation.
11. Confidential Information.
Executive acknowledges that during the course of his
employment he has learned or will learn or develop Confidential
Information (as that term is defined in this Section 11).
Executive further acknowledges that unauthorized disclosure or
use of such Confidential Information, other than in discharge of
Executive's duties, will cause Employer irreparable harm.
For purposes of this Section, Confidential Information means
trade secrets (such as technical and non-technical data, a
formula, pattern, compilation, program, device, method,
technique, drawing, process) and other proprietary information
concerning the products, processes or services of Employer or its
parent, and/or affiliates, including but not limited to: computer
programs; unpatented inventions, discoveries or improvements;
marketing, manufacturing, or organizational research and
development; business plans; sales forecasts; personnel
information, including the identity of other employees of
Employer, their responsibilities, competence, abilities, and
compensation; pricing and financial information; current and
prospective customer lists and information on customers or their
employees; information concerning planned or pending acquisitions
or divestitures; and information concerning purchases of major
equipment or property, which information: (a) has not been made
generally available to the public; and (b) is useful or of value
to the current or anticipated business, or research or
development activities of Employer or of any customer or supplier
of Employer, or (c) has been identified to Employee as
confidential by Employer, either orally or in writing.
Except in the course of his employment and in the pursuit of
the business of Employer or any of its subsidiaries or
affiliates, Executive shall not, during the course of his
employment, or for a period of eighteen (18) months following
termination of his employment for any reason, directly or
indirectly, disclose, publish, communicate or use on his behalf
or another's behalf, any proprietary information or data of
Employer or any of its subsidiaries or affiliates.
Executive acknowledges that Employer operates and competes
nationally, and that Employer will be harmed by unauthorized
disclosure or use of Confidential Information regardless of where
such disclosure or use occurs, and that therefore this
confidentiality agreement is not limited to any single state or
other jurisdiction.
12. Non-Competition.
Executive acknowledges that use or disclosure of
Confidential Information described in Section 11 is likely if
Executive were to perform services related to the long distance
business on behalf of a competitor of Employer. Therefore,
Executive shall not, for eighteen (18) months following
termination of employment for any reason (the "Non-Compete
Period"), accept any position, [including but not limited to a
position in the long distance operations of AT&T or MCI,] where
the performance of duties in that position will involve managing,
controlling, participating in, investing in, acting as consultant
or advisor to, rendering services for, or otherwise assisting any
person or entity that engages in or owns any business that is in
the long distance business. For purposes of this Agreement,
"long distance business" includes all forms of interexchange,
interstate, intrastate, interlata and international
communications, together with related activities such as
information services.
Executive acknowledges that Employer operates and competes
nationally, and that therefore this non-competition agreement is
not limited to any single state or other jurisdiction.
This section shall not prevent Executive from using general
skills and experience developed during employment with Employer
or other employers; or from accepting a position of employment
with another company, firm, or other organization which competes
with Employer, if its business is diversified and Executive is
employed in a part of the business that is not related to the
long distance business and provided that such position does not
require or permit the disclosure or use of Confidential
Information.
13. Inducement of Other Employees.
For an eighteen (18) month period following termination of
employment, Executive will not directly or indirectly solicit,
induce or encourage any employee or agent of Employer to
terminate his relationship with Employer.
14. Return of Employer's Property.
All notes, reports, sketches, plans, published memoranda or
other documents created, developed, generated or held by
Executive during employment, concerning or related to Employer's
business, and whether containing or relating to Confidential
Information or not, are the property of Employer and will be
promptly delivered to Employer upon termination of Executive's
employment for any reason whatsoever. During the course of
employment, Executive shall not remove any of the above property
containing Confidential Information, or reproductions or copies
thereof, or any apparatus from Employer's premises without
authorization.
15. Remedies.
Executive acknowledges that the restraints and agreements
herein provided are fair and reasonable, that enforcement of the
provisions of Sections 11, 12, 13 and 14 will not cause him undue
hardship and that said provisions are reasonably necessary and
commensurate with the need to protect Employer and its legitimate
and proprietary business interests and property from irreparable
harm.
Executive acknowledges that failure to comply with the terms
of this Agreement will cause irreparable damage to Employer.
Therefore, Executive agrees that, in addition to any other
remedies at law or in equity available to Employer for
Executive's breach or threatened breach of this Agreement,
Employer is entitled to specific performance or injunctive
relief, without bond, against Executive to prevent such damage or
breach, and the existence of any claim or cause of action
Executive may have against Employer will not constitute a defense
thereto. Executive further agrees to pay reasonable attorney
fees and costs of litigation incurred by Employer in any
proceeding relating to the enforcement of the Agreement or to any
alleged breach thereof in which Employer shall prevail in whole
or in part.
In the event of a breach or a violation by Executive of any
of the covenants and provisions of this Agreement, the running of
the Non-Compete Period (but not of Executive's obligation
thereunder), shall be tolled during the period of the continuance
of any actual breach or violation.
16. Confidentiality of Agreement.
As a specific condition to Executive's right to Special
Compensation or other benefits described herein, Executive agrees
that he will not disclose or discuss: the existence of this
Agreement; the Special Compensation provided hereunder; or any
other terms of the Agreement except: (1) to members of his
immediate family; (2) to his financial advisor or attorney but
then only to the extent necessary for them to assist him; or (3)
as required by law or to enforce legal rights.
17. Entire Understanding.
This Agreement constitutes the entire understanding between
the parties relating to Executive's employment hereunder and
supersedes and cancels all prior written and oral understandings
and agreements with respect to such matters, except for the terms
and provisions of any employee benefit or other compensation
plans (or any agreements or awards thereunder) referred to in or
contemplated by this Agreement, Executive's Contingency
Employment Agreement, and the SPRINT UNITED EMPLOYEE AGREEMENT
REGARDING PROPERTY RIGHTS AND BUSINESS PRACTICES which the
Executive has signed and by which Executive continues to be
bound.
18. Binding Effect.
This Agreement shall be binding upon and inure to the
benefit of Executive's executors, administrators, legal
representatives, heirs and legatees and the successors and
assigns of Employer.
19. Partial Invalidity.
The various provisions of this Agreement are intended to be
severable and to constitute independent and distinct binding
obligations. Should any provision of this Agreement be
determined to be void and unenforceable, in whole or in part, it
shall not be deemed to affect or impair the validity of any other
provision or part thereof, and such provision or part thereof
shall be deemed modified to the extent required to permit
enforcement. Without limiting the generality of the foregoing,
if the scope of any provision contained in this Agreement is too
broad to permit enforcement to its full extent, but may be made
enforceable by limitations thereon, such provision shall be
enforced to the maximum extent permitted by law, and Executive
hereby agrees that such scope may be judicially modified
accordingly.
20. Strict Construction.
The language used in this Agreement will be deemed to be the
language chosen by Employer and Executive to express their mutual
intent and no rule of strict construction shall be applied
against any person.
21. Waiver.
The waiver of any party hereto of a breach of any provision
of this Agreement by any other party shall not operate or be
construed as a waiver of any subsequent breach.
22. Notices.
Any notice or other communication required or permitted to
be given hereunder shall be determined to have been duly given to
any party (a) upon delivery to the address of such party
specified below if delivered personally or by courier; (b) upon
dispatch if transmitted by telecopy or other means of facsimile,
provided a copy thereof is also sent by regular mail or courier;
or (c) within forty-eight (48) hours after deposit thereof in the
U.S. mail, postage prepaid, for delivery as certified mail,
return receipt requested, addressed, in any case to the party at
the following address(es) or telecopy numbers:
If to Executive:
Ronald T. LeMay
Sprint Corporation
8140 Ward Parkway
Kansas City, MO 64114
If to Employer:
Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, KS 66205
Attention: Corporate Secretary
or to such other address(es) or telecopy number(s) as any party
may designate by Written Notice in the aforesaid manner.
23. Governing Law.
This Agreement shall be governed by, and interpreted,
construed and enforced in accordance with, the laws of the State
of Kansas.
24. Gender and Number.
Wherever from the context it appears appropriate, each term
stated in either the singular of plural shall include the
singular and the plural, and the pronouns stated in either the
masculine, the feminine or the neuter gender shall include the
masculine, feminine or neuter.
25. Headings.
The headings of the Sections of this Agreement are for
reference purposes only and do not define or limit, and shall not
be used to interpret or construe the contents of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed at Westwood, Kansas, on the date above set
forth.
RONALD T. LEMAY SPRINT/UNITED MANAGEMENT COMPANY
/s/ RONALD T. LEMAY By: /s/ B. WATSON
Authorized Officer
Exhibit (10)(y)
CENTEL MATCHED DEFERRED SALARY PLAN
SECTION 1 - PLAN
1.1 Plan. Centel Corporation, a Kansas corporation,
hereby establishes this Centel Matched Deferred Salary Plan
effective with respect to Salary paid on and after July 1,
1987. All amounts deferred and accrued under this plan will
be unsecured liabilities of the Company or a Subsidiary and
will not be funded with specific assets of the Company or
any Subsidiary. This Plan supersedes the Centel Executive
Deferred Salary Plan. Any account balances in the Centel
Executive Deferred Salary Plan will be transferred to this
Plan.
1.2 Purpose. The purpose of this Plan is to provide a
means for certain management employees of the Company and
its Subsidiaries to build savings through salary deferrals.
The Plan also provides for Company credits to the same
extent as under a 401(k) plan or any similar plan sponsored
by the Company or a Subsidiary were there no limitations
imposed by the Internal Revenue Code (IRC).
SECTION 2 - DEFINITIONS
The following words and phrases have the respective
meanings stated below unless a different meaning is plainly
required by the context:
"Beneficiary" means any person who is entitled to
receive distributions under this Plan pursuant to Section 9.
"Board" means the board of directors of the Company,
the executive committee of that board and any other
committee of that board authorized to act on its behalf.
"Committee" means the committee established pursuant to
Section 10.
"Company" means Centel Corporation, a Kansas
corporation (Centel), and its successor or successors.
"Deferral Period" means a period of time containing all
pay dates occurring within a calendar month.
"Employee" means a salaried employee designated third
level or above who is employed by an Employer, and who is
(a) exempt from the provisions of Section 6 and 7 of the
Fair Labor Standards Act, by reason of the provisions of
Section 13(a)(1) of such act, and (b) not in a bargaining
unit represented by a labor organization.
"Employer" means the Company or any Subsidiary which
participates in the Plan.
"Enrollment Date" means the date when Salary Deferrals
begin, pursuant to Section 3, and may be either (a) the
first day of the payroll period of the Employee which
includes the first pay date of a calendar month or (b) the
first day of a pay period following the Employee's election
to enroll in this Plan after the cessation of contributions
to any 401(k) plan or similar plan sponsored by the Company
or a Subsidiary due to application of IRC contribution
limitations.
"Long-Term Disability Benefits" means the payments made
under the Long-Term Disability provisions of the Centel
Group Welfare Plan or any other plan maintained by the
Company or a Subsidiary which the Plan Administrator
determines to be comparable to Long-Term Disability Benefits
provided under the Centel Group Welfare Plan.
"Matching Credits" means the credits made by an
Employer pursuant to Section 5.1.
"Nonvested Amounts" means, as of the date of
determination, that portion of Matching Credits not yet
attributable to the Participant's account according to the
schedule set forth in Section 7.
"Participant" means an Employee who has met the
requirements of Section 3 for participating in the Plan or a
former Employee who is entitled to receive benefits under
the Plan.
"Plan" means this Centel Matched Deferred Salary Plan.
"Plan Administrator" means the Assistant Vice President-
Benefits and Human Resource Development of the Company or
such other person designated by the Board.
"Plan Year" means July 1 to December 31, 1987 and
thereafter each calendar year beginning January 1 and ending
December 31.
"Profit Sharing Credits" means the credits made by an
Employer pursuant to Section 5.2.
"Retirement" means termination of employment with the
Company and all Subsidiaries after age 55 under
circumstances that would result in the Participant having a
vested interest under the Centel Retirement Benefit Plan if
the Participant were a participant in that plan.
"Salary" means base pay during the Plan Year, prior to
any salary reduction elections entered into by the
Participant pursuant to this Plan and any 401(k) plan or
similar plans sponsored by the Company or a Subsidiary for
such Plan Year. Salary does not include overtime pay,
bonuses, commissions or any other extra compensation.
"Salary Deferrals" means the deferrals made by an
Employee pursuant to Section 4.1.
"Separation from Service" means the first day of an
absence from active service due to an unpaid leave of
absence.
"Severance from Service" means with respect to an
employee of the Company or any Subsidiary, the date on which
the employee resigns, retires, is discharged, dies, or
severs employment due to divestiture of his Employer, or the
first anniversary of the employee's Separation from Service
if the employee has not returned to active service by such
date.
"Subsidiary" means any corporation of which fifty
percent or more of the voting stock is owned directly or
indirectly by the Company.
SECTION 3 - PLAN PARTICIPATION
3.1 Participants. Each Employee shall become a
Participant as of the Enrollment Date next following the
date on which such Employee elects, in such manner and at
such time as specified by the Committee, to participate in
the Plan.
3.2 Timing of Elections. A Participant may elect to
participate in this Plan by giving prior written notice
authorizing a reduction in Salary in accordance with Section
4 by (a) November 30 prior to the January 1 Enrollment Date
or (b) at least 30 days prior to any other Enrollment Date
during the Plan Year.
3.3 Method of Election. A separate notice will be
required for Salary which would be paid in any year. Each
such notice shall specify either (a) the year to which
payment of the Salary Deferrals shall be deferred, which may
not be less than one year or more than ten years from the
year in which the Salary would have been paid if it had not
been deferred, but not beyond retirement, or (b) that
payment shall be deferred to the earlier of retirement or
other Severance from service.
3.4 Transferred Participants. Transfer of a
Participant between Employers will not affect the
Participant's participation in the Plan, provided that the
Participant continues to be an Employee.
3.5 Cessation of Participation. An Employee who has
become a Participant shall continue as a Participant until
such time as the full value of a Participant's accounts in
this Plan have been distributed or forfeited pursuant to
Section 8.
SECTION 4 - EMPLOYEE SALARY DEFERRALS
4.1 Employee Salary Deferrals. Each Participant may
elect to have his or her Employer reduce such Participant's
Salary in whole percentage increments up to 50% of Salary.
4.2 Effect of Deferral. To the extent possible, this
Plan will be administered in such a manner as to not affect
employee benefits and payroll deductions which are based
upon Salary except that (a) income tax withholding will be
based upon the amount of Salary paid or as directed by the
Participant; (b) payroll deductions for Social Security tax
(FICA) will be based upon Salary without giving effect to
any deferral. To the extent the Company is required to
withhold taxes or any other amounts from the Participant's
deferred Salary pursuant to any federal, state or local law,
such amounts will be withheld from the portion of the
Participant's Salary which is not deferred under this Plan.
4.3 Change in Deferrals. A Participant may request a
change, as of any pay date, in such Participant's Salary
Deferrals to another permissible deferral rate by giving
prior written notice, except that no Participant shall be
entitled to make more than four such changes in any Plan
Year other than on January 1 or a date set forth in
paragraph (b) of the definition of "Enrollment Date"
contained in Section 2 above. Changes in deferrals shall be
made as soon as practicable after receipt of notice and
shall apply solely to the Salary of the Participant
requesting the change which is attributable to periods after
the request is made and given effect. For purposes of this
Section 4.3, changes in deferral rates shall include
elections to suspend or recommence Salary Deferrals.
In the event of a change in the Salary of a
Participant, the Salary Deferral rate then in effect will be
applied as soon as practicable with respect to such changed
Salary, without action by the Participant.
SECTION 5 - EMPLOYER CREDITS
5.1 Matching Credits. Each Employer will credit to a
Participant's account an Employer Matching Credit on behalf
of each of its Employees who is a Participant in an amount
equal to seventy percent of the first 6% of Salary Deferrals
being credited under this Plan.
5.2 Profit Sharing Credits. Each Employer will credit
to a Participant's account a Profit Sharing Credit of the
same percentage of Salary as determined by the Board for
Employer Profit Sharing Contributions each year to the
Centel Retirement Savings Plan. Credits for the portion of
the Plan Year following a Participant's enrollment in this
Plan will be made in this Plan.
5.3 Deferral Suspension. Salary Deferrals and
Employer Credits in this Plan with respect to a Participant
will be suspended if the Participant continues to be
employed by the Company or a Subsidiary but ceases to be an
Employee. Whenever Employee Salary Deferrals are suspended
by a Participant, Matching Credits with respect to that
Participant will also be suspended, but Profit Sharing
Credits will continue during such period of suspension at
the rate provided under Section 5.2.
SECTION 6 - MAINTENANCE AND VALUATION OF ACCOUNTS
6.1 Maintenance of Separate Accounts. There shall be
established separate accounts on the books of the Company,
held as reserves according to generally accepted accounting
principles, for each Participant, which shall reflect all
credits made on the Participant's behalf and earnings
thereon. Subaccounts shall be established to reflect Salary
Deferrals, Matching Credits and Profit Sharing Credits.
Each Participant will be furnished a statement of his or her
accounts not less often than annually and following any
distribution or withdrawal.
6.2 Valuation of Accounts. The interest of a
Participant in his or her account(s), will be represented in
cash and will be valued and credited as follows:
(a) Salary Deferrals, Matching Credits and Profit
Sharing Credits will be added to the balance of the
Participant's accounts;
(b) account balances will be credited with interest
equal to the prime rate in effect at Harris Trust and
Savings Bank, Chicago, Illinois on the last business day of
each month; and
(c) account balances will be debited with
distributions or forfeitures.
Notwithstanding the foregoing, Participants receiving a
distribution will receive interest credit for the period
between valuation and final distribution based on the prime
rate at Harris Trust and Savings Bank, Chicago, Illinois on
the last business day of the preceding month.
SECTION 7 - VESTING
7.1 Vesting. Salary Deferrals and Profit Sharing
Credits together with the earnings thereon will be fully
vested in the Participant at all times. Matching Credits
will vest after five years of service. Years of service
means the Participant's term of service which begins on the
date last hired by the Company or any of its Subsidiaries or
predecessor companies (as well as any prior service that may
be credited under the Company's bridging of service rules
applicable to the Company's 401(k) plan) and ends with
Severance from Service.
7.2 Time Deferrals. Notwithstanding the provisions of
Section 7.1, Matching Credits, together with the earnings
thereon, relating to a Salary Deferral for a specified
number of years less than five will vest and be distributed
when such account is distributed.
7.3 Committee Discretion. The Committee may elect, in
its sole discretion, to partially or fully vest any
Nonvested Amounts for a Participant.
7.4 Special Vesting Rules for Certain Terminations.
Notwithstanding Section 7.1, Section 8.4(a) or any other
provision of the Plan to the contrary, in the case of a
termination of employment (a) on account of a divestiture or
(b) with benefits payable under the Centel Corporation
Change in Control Plan or with benefits payable under any
other plan or arrangement which provides for such benefits
by reason of a change in control, each affected Participant
will become vested (if he or she is not already) in such
Participant's subaccount established under Section 6.1 to
reflect Matching Credits (and any income thereon) consistent
with the principles, and to the same degree, prescribed for
the determination of the distributable portion of employer
matching contribution accounts under identical circumstances
under the Centel Retirement Savings Plan.
SECTION 8 - DISTRIBUTION
8.1 Method of Distribution. Upon any distribution
from a Participant's accounts, unless otherwise expressly
provided, payment will be made in cash on the basis of the
accounts' values as set forth in Section 6.2.
8.2 Hardship Distribution. The Committee may, in its
sole discretion, upon the request of a Participant, at any
time prior to termination of employment, authorize the
distribution to the Participant of a specified amount of
cash from such Participant's vested accounts for the
purposes set forth below and subject to the following rules:
(a) Each request for a distribution shall be made by
written application to the Plan Administrator supported by
such evidence as the Committee may require to establish
hardship.
(b) Amounts will be distributed to a Participant only
on account of a hardship. A distribution will be deemed to
be on account of hardship if it is necessary in the light of
immediate and heavy financial needs of the Participant. A
distribution based upon financial hardship will not exceed
the amount required to meet the immediate financial need
created by the hardship and not reasonably available from
other resources of the Participant. The determination of
the existence of financial hardship and the amount required
to be distributed to meet the need created by the hardship
will be made by the Committee in accordance with uniform and
nondiscriminatory standards.
(c) The Committee will authorize distribution of
amounts to a Participant to enable the Participant to (i)
meet any extraordinary expenses incurred on account of
accident, sickness, disability or other emergency affecting
the Participant or any of the Participant's dependents; (ii)
provide for the education of the Participant or the
Participant's dependents; (iii) purchase a residence for the
Participant and the Participant's family; or (iv) make a
major improvement on the Participant's residence.
(d) Within sixty days after the written request is
received by the Plan Administrator, the Participant shall be
advised in writing whether the request for distribution has
been approved or denied. If the request is approved,
distribution will be made as soon as practicable thereafter.
8.3 Other Distribution While Employed. A Participant
who has deferred Salary for a specified number of years, as
set forth in Section 3.3(a) will receive a distribution of
the Participant's account(s) attributable to Salary
Deferrals and corresponding Matching Credits and Profit
Sharing Credits as soon as practicable in January, April,
July or October, whichever is designated by the Participant,
of the year specified by the Participant but not beyond
retirement.
8.4 Distribution Upon Severance from Service or
Commencement of Long-Term Disability Benefits.
(a) Termination Due to Retirement, Resignation,
Discharge, Commencement of Long-Term Disability Benefits,
Death and Employer Divestiture. If a Participant terminates
employment with the Company and all Subsidiaries for any
reason during a Plan Year and is not reemployed by the
Company or a Subsidiary prior to the time distribution is
made, distribution of the Participant's accounts will begin
as soon as practicable following Severance from Service or
commencement of Long-Term Disability Benefits.
In the case of Retirement, termination of employment
pursuant to the Centel Exempt Employee Severance Pay Plan
(or any other plan maintained by an Employer which the
Committee determines to be a comparable severance pay plan),
commencement of Long-Term Disability Benefits, death or
Employer divestiture, distribution will be made of the
entire balance in the Participant's accounts. In the case of
any other termination of employment, distribution will be
made of the entire balance in the Participant's accounts
except the balance representing Nonvested Amounts, which
will be forfeited. All forfeitures will be applied as
credits against the book reserves of the Company and will be
valued for such purposes as of the end of the same month
that the balance distributed as a result of the event
causing the forfeitures are valued.
(b) Separation from Service. There will be no
Employee Salary Deferrals, Employer Matching Credits or
Profit Sharing Credits following a Separation from Service.
If a Separation from Service is followed by a Severance from
Service, the Participant's participation in the Plan will be
deemed to have terminated at such time for the purpose of
distribution under the Plan and Nonvested Amounts will be
forfeited.
SECTION 9 - BENEFICIARIES
9.1 Beneficiary Designation. A Participant may
designate, by written notice delivered prior to the
Participant's death, a beneficiary or beneficiaries to
receive all or part of the amount of the Participant's
accounts in case of the Participant's death. A designation
of beneficiary may be replaced by a new designation or may
be revoked by the Participant at any time by written notice
delivered prior to the Participant's death.
9.2 Absence of Designation. If there is no designated
Beneficiary living upon the death of a Participant or if all
such designated Beneficiaries die prior to distribution of
the Participant's balances under this Plan, the Beneficiary
shall be such one or more of the surviving spouse or
surviving descendants of such Participant and in such
proportions among them, as the Committee in its sole
discretion may determine; but if there are none then
surviving to the knowledge of the Committee the balances
will be distributed to the estate of the last survivor of
the participant and designated Beneficiaries. If the
Company, after reasonable inquiry, is unable within one year
to determine whether any designated Beneficiary did in fact
survive the event that entitled such Beneficiary to receive
distribution under this Plan, it will be conclusively
presumed that such Beneficiary did in fact die prior to such
event.
SECTION 10 - COMMITTEE
10.1 Committee. This Plan will be administered by a
committee consisting of not less than three persons
designated by the Board.
10.2 Power of Committee. Except as otherwise expressly
provided in this Plan, the Committee shall have full power
and authority, within the limits provided by this Plan:
(a) to construe this Plan and make equitable
adjustments for any mistakes or errors made in the
administration of this Plan;
(b) to determine all questions arising in the
administration of this Plan, including the power to
determine the rights of Participants and their Beneficiaries
and the amount of their respective interests;
(c) to adopt such rules and regulations as it may deem
reasonably necessary for the proper and efficient
administration of this Plan consistent with its purposes;
(d) to enforce this Plan in accordance with its terms
and with the rules and regulations adopted by the Committee;
and
(e) to do all other acts which in its judgment are
necessary or desirable for the proper advantageous
administration of this Plan.
The Committee shall act by the vote or concurrence of a
majority of its members and shall maintain a written record
of its decisions and actions. All decisions and actions of
the Committee pursuant to the provisions of the Plan shall
be final and binding upon all persons affected thereby. No
member of the Committee shall have any personal liability to
anyone, either as such member or as an individual, for
anything done or omitted to be done in good faith in
carrying out the provisions of this Plan.
SECTION 11 - ADMINISTRATION AND INTERPRETATION OF PLAN
11.1 Administration. The general administration of the
Plan and the responsibility for carrying out its provisions
on behalf of the Company and each Employer will be vested in
a Committee as set forth in Section 10.
11.2 Expenses. Expenses of administering the Plan,
including the fees and expenses of the Trustee, will be
borne by the Employer.
11.3 Trustee. The Company may make all distributions
under this Plan or it may transfer assets to a trust
established with an independent trustee to make
distributions under this Plan.
11.4 Amendments. The Board may amend this Plan in its
sole discretion. Any such amendment shall be effective at
such date as the Board may determine, except that no such
amendment, other than an amendment of a minor nature or
permitted in accordance with the terms of the trust, if any,
described in Section 11.3, may apply to any period prior to
the announcement of the amendment. The Committee may also
amend the Plan, both retroactively and prospectively, but
only to make minor changes which are technical or
administrative in nature.
11.5 Plan Termination. The Board may at any time
terminate the making of Employee Salary Deferrals, Employer
Matching Credits and Employer Profit Sharing Credits. If an
Employer ceases to be a Subsidiary, Employee Salary
Deferrals with respect to Participants of such Employer and
Employer Matching Credits and Employer Profit Sharing
Credits by such Employer will be terminated.
11.6 Non-Alienation. No right or benefit under this
Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt
to anticipate, alienate, sell, assign, pledge, encumber or
charge the same shall be void. No right or benefit under
this Plan shall in any manner be liable for or subject to
the debts, contracts, liabilities or torts of the person
entitled to such benefits except such claims as may be made
by the Company or any Subsidiary.
11.7 Notices. Notices, reports and statements to be
given, made or delivered to an Employee or a Participant
will be deemed duly given, made or delivered, when addressed
to the Employee or Participant, and delivered by ordinary
mail, or by Employer mail, to such Employee's or
Participant's business address or residence address on the
Employee Information System of the Company. All notices
required to be given by an Employee or a Participant will be
given on a form provided for the purpose and will be deemed
received when delivered to such Employee's or Participant's
personnel department.
11.8 Applicable Law. This Plan shall be governed by
the law of the State of Kansas.
SECTION 12 - EFFECTS OF THE MERGER
On March 9, 1993 (the "Merger Date"), the Company
became a wholly-owned subsidiary of Sprint Corporation
("Sprint"). Notwithstanding anything herein to the
contrary, effective as of the Merger Date:
(a) No employee of the Company, other than individuals
who are Participants in the Plan as of the Merger Date
("Continuing Participants"), shall become a Participant in
the Plan;
(b) Current Participants shall not be deemed to
terminate service for purposes of maintaining account
balances or other rights outstanding as of March 8, 1993,
under the Plan until they cease to be employees of Sprint
and its subsidiaries; and
(d) Account balances will be maintained for all
Continuing Participants and will be credited with interest
thereon pursuant to Section 6.2(b) of the Plan, but all
Salary Deferrals, Employer Matching Credits and Profit
Sharing Credits shall cease as of the Merger Date.
Exhibit (10)(z)
CENTEL DIRECTORS DEFERRED COMPENSATION PLAN
SECTION 1. Plan. Centel Corporation, a Kansas
corporation, hereby establishes this "Centel Directors
Deferred Compensation Plan".
SECTION 2. Definitions. The following words have
the respective meanings stated below unless a different
meaning is plainly required by the context:
(a) "Beneficiary" means any person other than a
Director who is entitled to receive distributions under
this Plan pursuant to Section 6.
(b) "Board" means the Board of Directors of the
Company or of a Subsidiary.
(c) "Committee" means the committee which
administers this Plan as provided in Section 7.
(d) "Common Stock" means shares of common stock
of the Company.
(e) "Company" means Centel Corporation, a Kansas
corporation, and its successors.
(f) "Director" means an individual who is (1)
serving as a member of a Board or who has been
nominated to serve as a member of a Board and (2)
receives compensation for such service other than as
employee of the Company or a Subsidiary.
(g) "Market Value" of Common Stock on any date
means the closing price of the Common Stock on that day
on the Composite Transactions Tape, as subsequently
reported in The Wall Street Journal, or, if no sale of
the Common Stock shall have been made on that date,
such closing price on the next preceding date on which
there was a sale.
(h) "Plan" means the plan set forth in this
instrument, and known as the "Centel Directors Deferred
Compensation Plan".
(i) "Subsidiary" means any corporation fifty
percent or more of the voting stock of which is owned,
directly or indirectly, by the Company.
(j) "Unit" means the equivalent under this Plan
of one share of Common Stock.
(k) "Value" of a Unit on any date means the
Market Value on such date of one share of Common Stock.
SECTION 3. Participation. A Director may elect to
defer the payment of:
(a) annual or quarterly compensation for service
as a Director;
(b) compensation paid for attendance at meetings
of the Board and of committees of the Board; or
(c) annual or quarterly compensation for service
as a Director plus all additional compensation paid for
attendance at meetings of the Board and of committees
of the Board;
by giving notice: (1) if the Director is a Director on
November 30 of any year, at least thirty days prior to
January 1 of the year for which the election is to be
effective, (2) if the Director is not a Director on November
30 of any year, within 20 days after the date on which the
Director is first elected a Director, or (3) within 20 days
after any amendment of this Plan. Each notice shall continue
in force unless and until revoked or modified by notice at
least thirty days before the January 1 on which such
revocation or modification is to become effective. All
amounts deferred and accrued under this Plan will be
unsecured liabilities of the Company or a Subsidiary and
will not be funded with any specific assets of the Company
or any Subsidiary.
SECTION 4. Method of Deferment.
(a) A Director who elects to defer compensation
under this Plan may elect to have such compensation
credited to a prime rate account, to a Common Stock
account, or in increments of 25%, to both forms of
account. Amounts accrued in accounts may not be
transferred from one form to the other. A different
election may be made with respect to compensation
earned in each calendar year.
(b) An amount equal to the compensation which a
Director has elected to have deferred will be credited
by the Company in a deferred compensation account in
the name of the Director on the date such compensation
would otherwise become payable to the director.
(c) Prime rate account. Interest equivalents
will be credited on the balance in a Director's prime
rate account at the end of each calendar quarter. After
installment payments to the Director or a Beneficiary
have commenced under this Plan interest will be paid
quarterly in cash to the Director or Beneficiary, as
the case may be. For the purpose of crediting interest,
(1) interest will be computed at the prime rate of
interest in effect at Harris Trust and Savings Bank,
Chicago, Illinois during such quarter, and (2) the
balance accrued in a Director's deferred compensation
account during any quarter will be the average of the
balances in the Director's account at the beginning of
the quarter and at the end of each month during the
quarter.
(d) Common Stock account. When compensation is
credited to a Common Stock account, the amount of
compensation will be divided by the Market Value on the
date such compensation is credited to the account to
determine the number of Units (to the nearest one-
hundredth) to be credited to such account. On each
record date for determination of shareowners entitled
to receive a dividend on the outstanding shares of
Common Stock, there will be credited to each Common
Stock account that number of additional Units equal to
the number of shares (and fraction of a share to the
nearest one-hundredth) of Common Stock which could have
been purchased at Market Value on that date with the
amount, if paid in cash, or the value, if paid in
property, of the dividend to be paid on a number (to
the nearest one-hundredth) of shares of Common Stock
equal to the number of Units (to the nearest one-
hundredth) in that account on such record date. No
account of a Director who has terminated service as a
Director on or prior to a record date shall be credited
with additional Units, however, if the Director would
have been entitled to receive the dividend as a
shareowner of record on such record date had the Units
in such account been distributed in the form of shares
of Common Stock on or prior to such record date.
SECTION 5. Distributions.
(a) Except as provided in Section 5(b), the
timing and manner of each distribution to a Director
under the Plan shall be made pursuant to such
Director's Valid Election, as defined in the following
sentence. A "Valid Election" means an election by the
Director which (i) is irrevocable except as provided in
Section 5(g), (ii) is made by the Director prior to the
first day of the calendar year in which such Director's
termination of service occurs, (iii) is made in writing
pursuant to such rules as the Committee may determine,
and (iv) provides for a distribution pursuant to
paragraphs (b) or (c).
(b) If the Director so elects pursuant to a
Valid Election, or if the Director makes no Valid
Election, upon a termination of service as a Director,
the amounts accrued in the Director's accounts will be
distributed to the Director in a lump sum as soon as
practicable after January 31 of the calendar year
following the calendar year in which the Director's
termination of service occurs (Distribution Date);
provided, however, that no payment of amounts
attributable to deferrals credited to a Director's
Common Stock account on or before October 10, 1991 will
be made less than six months after the Director's last
acquisition, prior to termination of service as a
Director, of a Centel equity security (as defined in
Securities and Exchange Commission Rule 16a-l(d)),
which acquisition is not exempt from Section 16(b) of
the Securities Exchange Act of 1934.
(c) Pursuant to the terms of a Valid Election,
distributions shall be paid under the Plan commencing
on or after termination of service as a director as
follows:
(i) in a lump sum as soon as practicable after
the Director's termination of service; or
(ii) in installment payments of principal and
interest which (A) shall be paid for a period
not exceeding the Director's life expectancy
determined at the time of a termination of
service (Life Expectancy) and (B) shall
commence as of the Distribution Date; or
(iii) in installment payments of the interest
accrued on amounts in the Director's deferred
compensation accounts; such interest shall be
paid for the Life Expectancy and shall
commence as of the Distribution Date, with
the principal and any other amounts credited
to the Director's deferred compensation
accounts being paid as soon as practicable
after the Director's death; or
(iv) pursuant to any method determined by the
Director, provided that such method provides
for full payment of all amounts credited to
the Director's deferred compensation accounts
no later than a date which is as soon as
practicable after the Director's death.
(d) All distributions of amounts accrued in a
Director's deferred compensation account, whether
accrued in a prime rate account or in a Common Stock
account, will be paid exclusively in cash. If
distribution cannot be made on the day prescribed, it
will be made as soon thereafter as practicable as of
that day. The Value of Units for purposes of
distribution shall be their Value on the date as of
which distribution is deemed made.
(e) Notwithstanding the foregoing, a Director who
has an interest in a prime rate account under this Plan
may elect, by giving notice a least 60 but not more
than 120 days prior to January 1 of the fifth year
following the year in which deferred compensation was
accrued in a Director's prime rate account to have the
amount accrued in such fifth preceding year, together
with interest credited with respect thereto, paid in
cash to the Director on the January 31 following
receipt of the notice.
(f) In the event of a Director's death, any
amounts to which the Director is entitled hereunder
will be distributed to the Beneficiary entitled thereto
in such manner as is determined by the Committee in its
sole discretion. The Company may consult with the
beneficiary prior to such determination.
(g) Notwithstanding any provision to the contrary
hereunder, at any time, the Director may change a Valid
Election by election to accelerate the date(s) of
payment specified in such prior election, subject to
the following circumstances:
(i) the Committee in its sole discretion consents
to the change in Valid Election, and
(ii) the amounts which are subject to such
accelerated payment date(s) shall be reduced
by 6%. Subject to the preceding sentence, the
calculation of such reduction shall be made
in the sole discretion of the Committee.
SECTION 6. Anti-Dilution. In the event of any change
in capitalization which affects the Common Stock, such as a
stock dividend, a stock distribution, a stock split-up or a
subdivision or combination of shares, such adjustments, if
any, as the Board in its discretion deems appropriate to
reflect such change shall be made with respect to the number
of Units in each Common Stock account.
SECTION 7. Beneficiaries.
(a) A Director may, by giving notice during the
Director's lifetime, designate (1) a Beneficiary or
Beneficiaries to whom distribution of the Director's
deferred compensation accounts will be made in the
event of the Director's death prior to the full receipt
of the Director's interests under this Plan, and (2)
the proportions to be distributed to each such
designated Beneficiary if there be more than one. Any
such designation may be revoked or changed by the
Director at any time and from time to time by similar
notice. If there if no such designated Beneficiary
living upon the death of the Director or if all such
designated Beneficiaries die prior to distribution of
all of a Director's interests under this Plan, the
Beneficiary shall be such one or more of the surviving
spouse, or surviving descendants, of such Director and
in such proportions among them, as the Committee in its
sole discretion may determine; but if there are none
then surviving to the knowledge of the Committee the
then remaining balance of such interest will be
distributed to the estate of the last survivor of the
Director and designated Beneficiaries.
(b) If the Company, after reasonable inquiry, is
unable within one year to determine whether any
designated Beneficiary did in fact survive the event
that entitled such Beneficiary to receive distribution
under this Plan, it will be conclusively presumed that
such Beneficiary did in fact die prior to such event.
SECTION 8. Committee. This Plan will be administered
by a Committee consisting of the members of the Board of the
Company who are employees of the Company or its Subsidiaries
and do not receive compensation for serving as Directors.
Except as otherwise expressly provided in this Plan,
the Committee shall have full power and authority, within
the limits provided by this Plan:
(a) to construe this Plan and make equitable
adjustments for any mistakes or errors made in the
administration of this Plan;
(b) to determine all questions arising in the
administration of this Plan, including the power to
determine the rights of Directors participating in this
Plan and their Beneficiaries and the amount of their
respective interests;
(c) to adopt such rules and regulations as it may
deem reasonably necessary for the proper and efficient
administration of this Plan consistent with its
purposes;
(d) to enforce this Plan in accordance with its
terms and with the rules and regulations adopted by the
Committee; and
(e) to do all other acts which in its judgment
are necessary or desirable for the proper and
advantageous administration of this Plan.
The Committee shall act by the vote or concurrence of a
majority of its members and shall maintain a written record
of its decisions and actions. All decisions and actions of
the Committee pursuant to the provisions of this Plan shall
be final and binding upon all persons affected thereby. No
member of the Committee shall have any personal liability to
anyone, either as such member or as an individual, for
anything done or omitted to be done in good faith in
carrying out the provisions of this Plan.
SECTION 9. Non-Alienation. No right or benefit
under this plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge,
and any attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge the same shall be void. No right
or benefit under this Plan shall in any manner be liable for
or subject to the debts, contracts, liabilities or torts of
the person entitled to such benefits except such claims as
may be made by the Company or any Subsidiary.
SECTION 10. Notice. Any notice authorized or
required to be given to the Company under this Plan shall be
deemed given upon delivery in writing, signed by the person
giving the notice, to the Secretary of the Company or such
other officer as may be designated by the Chairman of the
Board.
SECTION 11. Plan Modifications. The Board of the
Company may, at any time terminate this Plan or may, from
time to time, amend any provision of this Plan in such
manner and to such extent as it may, in its discretion, deem
to be advisable. In the event this Plan is terminated, any
amount remaining in any Director's account will be
distributed in such manner as is determined by the Committee
in its sole discretion.
SECTION 12. Applicable Law. This Plan shall be
governed by the law of the State of Illinois.
Exhibit (10)(aa)
CENTEL CORPORATION
DIRECTOR STOCK OPTION PLAN
1. Purpose of Plan. The purpose of the Director Stock Option
Plan (the Plan) is to promote the long-term financial
interests of the company and its subsidiaries by:
(a) providing an incentive for all non-employee members of
the Centel Board of Directors (the Directors) to
maximize the long-term value of the Common Stock and
otherwise act in the best interest of shareowners;
(b) providing Directors with the opportunity to acquire a
greater stake in the future of the Company and its
subsidiaries through stock ownership; and
(c) attracting and retaining highly qualified Directors who
will contribute in exceptional ways to the long-term
financial success of the Company and its subsidiaries.
2. Definitions. The following words and phrases have the
respective meanings indicated below unless a different
meaning is plainly implied by the context.
(a) "Administrative Committee" means a committee of
management employees which, pursuant to Section 4, has
been appointed by the Board Committee and authorized to
assume designated responsibilities and perform
designated functions.
(b) "award" means the grant of stock options on a date
specified in Section 7 to an Eligible Director pursuant
to this Plan.
(c) "Board Committee" means the Organization and
Compensation Committee of the Board of Directors of
Sprint.
(d) "Common Stock" or "stock," or "shares" means shares of
common stock of Sprint.
(e) "Company" means Centel Corporation, a Kansas
corporation, and its successors.
(f) "date of award" means the date designated by this Plan
for the award of stock options.
(g) "Eligible Director" means any present or future member
of the Board of Directors of the company (the Board or
Board of Directors) who is (1) a member of the Board of
Directors on the date an award is made, and (2) not an
employee of the Company or any subsidiary.
(h) "letter of agreement" means a letter from the Board
Committee, or from the Administrative Committee or
Administrative Committee member acting on behalf of the
Board Committee, to a Director, indicating that the
Director is a participant in the Director Stock Option
Plan, the number of shares subject to option to be
granted to the participant, the option price, the date
or dates when such option may be exercised, and other
provisions consistent with the Plan.
(i) "market value" of Common Stock on any date means the
closing price of Common Stock on that date on the New
York Stock Exchange Composite Transactions list, as
subsequently reported in The Wall Street Journal, or,
if no sale of the Common Stock shall have been made on
that date, such closing price on the next preceding
date on which there was a sale.
(j) "participant" means an Eligible Director who has been
awarded options pursuant to this Plan.
(k) "Plan" means the plan set forth in this Director Stock
Option Plan, as it may be amended from time to time,
and known as the "Director Stock Option Plan."
(l) "Sprint" shall mean Sprint Corporation, a Kansas
corporation, and its successors.
(m) "stock option" or "option" is a right granted to a
participant to purchase a designated number of shares
of Common Stock at a stated price for a stated period
of time. The participant may exercise that right
according to Section 9 of the Plan as to all or a
portion of the shares at a specified time or times.
Stock options granted under this Plan are not intended
to qualify as incentive stock options under Internal
Revenue Code Section 422A.
(n) "subsidiary" means any corporation fifty percent or
more of the voting stock of which is owned, directly or
indirectly, by the Company or Sprint.
3. Administration of Plan.
(a) The Plan shall be administered by the Board Committee.
(b) The Board Committee shall not have authority or
discretion to determine (1) the Directors to be granted
options, (2) the times at which options shall be
granted, (3) the number of shares subject to each
option, (4) the period during which each option shall
become exercisable, or (5) the terms contained in each
letter of agreement between the company and
participant. All such matters are fixed and
determinable according to the provisions of the Plan
applicable thereto.
(c) The Board Committee shall have full authority and
discretion to adopt rules and regulations and prescribe
or approve the forms to carry out the purposes and
provisions of this Plan. The Board Committee's
interpretation and construction of any provision of
this Plan or any option granted hereunder shall be
binding and conclusive, unless otherwise determined by
the Board.
4. Appointment of Administrative Committee.
(a) The Board Committee may appoint an Administrative
Committee to:
(1) construe this Plan and make equitable adjustment
for any mistakes, omissions, or errors made in the
administration of this Plan;
(2) adopt such rules and regulations as may be deemed
reasonably necessary for the proper and efficient
administration of this Plan consistent with its
purposes;
(3) enforce this Plan in accordance with its terms and
with the rules and regulations adopted for the
Plan; and
(4) do all other acts which in the Administrative
Committee's reasonable judgment are necessary or
desirable for the proper and advantageous
administration of this Plan consistent with the
Plan's purposes.
(b) The Administrative Committee shall not have authority
or discretion over matters delineated in Section 3(b)
of the Plan.
5. Eligibility. All present or future members of the Board of
Directors who are members of the Board of Directors on the
date an award is made, and are not employees of the company
or any subsidiary, shall be Eligible Directors under the
Plan, and participants in this Plan.
6. Shares Subject to Plan. Subject to adjustment as provided
in Section 15, the aggregate number of shares subject to
options granted under this Plan shall not exceed 288,396
shares of Common Stock, par value $2.50 per share (the
shares), which may be treasury shares reacquired by Sprint
or authorized and unissued shares, or a combination of both.
7. Size and Frequency of Option Grants.
(a) Each Eligible director shall be granted options on the
following dates to purchase the following number of
shares:
Date of Award Number of Shares
November 11, 1988 11,250
November 1, 1989 6,750
November 1, 1990 6,750
November 1, 1991 3,000
November 1, 1992 3,000
November 1, 1993 3,000
(b) Each new Eligible Director shall be granted 5,000
options upon election to the Board of Directors of the
Company.
(c) No Eligible Director shall receive more than one award
in any calendar year.
8. Option Price. The option price per share under each option
granted under this Plan shall be 100% of the market value
per share on the date an option is granted, but in no event
shall the option price be less than the par value per share.
9. Exercise of Options. Each option granted under this Plan
shall be fully exercisable as of the date it is awarded to
the participant. Shares shall be issued to the participant
pursuant to the exercise of an option only upon receipt by
Sprint from the participant of written notice of exercise,
specifying the number of shares with respect to which the
option is being exercised, accompanied by payment in full
either in cash or by a single exchange of shares of Common
Stock previously owned by the optionee, or a combination of
both, in an amount or having a combined value equal to the
aggregate purchase price for the shares subject to the
option or portion thereof being exercised. The value of the
previously owned shares of Common Stock exchanged in full or
partial payment for the shares purchased upon the exercise
of an option shall be equal to the aggregate market value,
as defined in Section 2, of such shares on the date of the
exercise of such option. Previously owned shares acquired
via prior exercise of a stock option granted under this Plan
shall not be accepted in full or partial payment for shares
purchased upon the exercise of an option unless such
previously owned shares have been held by the participant
for at least six months subsequent to such prior exercise.
10. Term of Option. The unexercised portion of any option
granted hereunder shall expire ten years after the date the
option is granted.
11. Nontransferability of Option. No option granted under this
Plan shall be transferable except by will or the laws of
descent or pursuant to a qualified domestic relations order
as defined by the Internal Revenue Code of 1986. Each such
option shall be exercisable during the participant's
lifetime only by the participant.
12. Termination of Service. Upon termination of service of a
participant for any reason including expiration of term with
no subsequent reelection, resignation, retirement, total
disability, or death, all options previously granted to the
participant may be exercised within a one-year period
following the date of termination, but in no event earlier
than six months, nor later than ten years, after the date of
grant of such options. On or before March 8, 1993,
termination of service shall mean termination of service as
a Director of the Company. Directors who become Directors
of Sprint Corporation on March 9, 1993, shall not be deemed
to have terminated service for purposes of determining when
an option lapses under this Section 12. On or after March
9, 1993, termination of service shall mean termination of
service as a Director of Sprint. Upon the death of a
participant, options may be exercised by the legal
representative of the deceased participant's estate.
13. Nonalienation of Benefits. No right or benefit under this
Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or
charge the same shall be void. No right or benefit under
this Plan shall in any manner be liable for or subject to
the debts, contracts, liabilities or torts of the person
entitled to such benefits except such claims as may be made
by the Company, Sprint or any subsidiary. If any
participant or beneficiary hereunder should become bankrupt
or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right or benefit under this Plan,
such right or benefit shall, in the sole discretion of the
Board Committee (or of the Administrative Committee acting
on behalf of the Board Committee), cease, and in such event,
the Company or Sprint shall hold or apply the same or any
part thereof for the benefit of such participant or
beneficiary, such person's spouse, children or other
dependents, or any of them, in such manner and in such
proportions as the Committee in its sole discretion shall
determine.
14. Indemnification of Committee Members. In addition to such
other rights of indemnification as any person may have as a
director, officer or member of the Board Committee or
Administrative Committee, each member of the Committees
shall be indemnified by the Company against the reasonable
expenses, including attorney's fees, actually and
necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal
therein, to which such person may be a party by reason of
any action taken or failure to act under or in connection
with this Plan, and against all amounts paid by such person
in settlement thereof (provided such settlement is approved
by legal counsel selected or approved by the company), or
paid by such person in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action,
suit or proceeding, that such Committee member is liable for
gross misconduct, provided that within 60 days after the
institution of such action, suit or proceeding, such
Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the
same.
15. Adjustment in Number of Shares and Option Price. In the
event of any subdivision or combination of the outstanding
shares of Sprint by reclassification or otherwise, or in the
event of the payment of a stock dividend, a capital
reorganization, a reclassification of shares, a
consolidation or merger, or the sale, lease or conveyance of
substantially all the assets of Sprint, the Board Committee
shall make appropriate and equitable adjustments in the
number and kind of shares with respect to which all
outstanding options or portions thereof then unexercised,
shall be exercisable. Any such adjustment made by the Board
Committee shall be final and binding upon all participants,
the Company, Sprint and all other interested persons.
16. Compliance with Rule 16b-3. The intent of this Plan is to
qualify for the exemption provided by Rule 16b-3 of the
Securities Exchange Act of 1934, as amended. To the extent
any provision of the Plan does not comply with the
requirements of Rule 16b-3, it shall be deemed inoperative
and shall not affect the validity of the Plan. In the event
Rule 16b-3 is revised or replaced, the Board Committee, or
the Administrative Committee acting on behalf of the Board
Committee, may exercise discretion to modify this Plan in
any respect necessary to satisfy the requirements of the
revised exemption or its replacement.
17. Amendment and Discontinuance. The Board of Directors of the
Company may alter, suspend or terminate this Plan; provided,
however, that (1) no such action shall increase the term for
which any option may be granted, or change in any way the
grants made in accordance with Section 7, or increase the
number of shares available under the Plan (other than as
provided in Section 15), or reduce the minimum option price
per share as provided in Section 8, (2) if required to
qualify the Plan under Rule 16b-3 of the Securities Exchange
Act of 1934, no amendment which alters the amount, price or
timing of awards granted under the Plan shall be made more
than once every six months, other than to comport with
changes in the Internal Revenue Code of 1986, or the rules
thereunder, and (3) no action pursuant to this Section 17
shall materially and adversely affect any outstanding
options without the consent of the respective participants.