Exhibit 10 (l)
SPRINT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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SECTION 1
ESTABLISHMENT AND PURPOSE
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1.1 Establishment. The Company hereby establishes the Plan for certain
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eligible Employees, effective as of January 1, 1994.
1.2 Purpose. The Plan is established to supplement the benefits of any
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Participant whose retirement income under a Qualified Pension Plan is limited in
accordance with Section 415 or 401(a)(17) of the Code or whose benefit under
such a plan is reduced by his or her Deferred Compensation Plan Deferrals. The
Plan is intended to restore such a Participant's overall retirement income to
the level which would have been payable under the Qualified Pension Plan absent
either such limitation under the Code or absent such deferrals. The Plan is
further intended to facilitate the attraction and retention of senior level
executives who have significant experience with a former employer prior to
becoming employed by an Employer.
It is intended that the Plan qualify as an unfunded plan which is
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees and, to the extent
applicable, an unfunded excess benefit plan, so as to qualify for the various
applicable exceptions and exemptions to the requirements otherwise imposed by
ERISA on employee pension benefit plans.
SECTION 2
DEFINITIONS AND CONSTRUCTION
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2.1 Definitions. The following terms, when capitalized as shown below,
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shall have the following respective meanings, unless the context clearly
indicates otherwise.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time. References to any provision of the Code herein shall include any successor
provisions thereto.
"Committee" means the committee established pursuant to Section 8.
"Company" means Sprint Corporation, a Kansas corporation ("Sprint") and its
successor or successors.
"Deferred Compensation Plan Deferrals" means the amount of compensation
deferred by a Participant in the Sprint Executive Deferred Compensation Plan to
the extent such compensation would have been compensation for purposes of
determining a Participant's benefit under the Qualified Pension Plan had the
amount not been deferred; provided, however, that a Deferred Compensation Plan
Deferral shall not include any amount deferred for which the Participant
receives a pension make-up benefit as such term is defined in the Sprint
Executive Deferred Compensation Plan.
"Employee" means any person employed by an Employer who receives regular
stated compensation other than a pension, retainer or fee under contract.
"Employer" means the Company or any subsidiary of the Company which
participates in a Qualified Pension Plan.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time. References to any provision of ERISA herein shall
include any successor provisions thereto.
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"Gross Misconduct" occurs if the Committee determines that the Participant
has engaged in a willful, deliberate, or gross act of commission or omission
which is injurious to the finances or reputation of the Company or any
Subsidiary or other affiliate.
"Involuntary Termination without Cause" means a Participant's termination
of employment from the Company and all Subsidiaries, if involuntary and not for
reasons of Gross Misconduct, including but not limited to, termination due to a
job elimination pursuant to a reduction-in-force.
"Normal Retirement Date" means the first day of the calendar month
coincident with or next following the 65th birthday of the Participant.
"Participant" means an Employee who has satisfied the requirements of
Section 3.1 for participation in the Plan or a former Employee entitled to
benefits hereunder.
"Plan" means the Sprint Supplemental Executive Retirement Plan, as set
forth herein and as amended from time to time.
"Plan Administrator" means the plan administrator appointed by the
Committee under Section 8.1.
"Qualified Pension Plan" means the Sprint Retirement Pension Plan.
"Subsidiary" means (a) a member of a controlled group of corporations of
which an Employer is a member, (b) an unincorporated trade or business which is
under common control with an Employer as determined in accordance with Section
414(c) of the Code or (c) a member of an affiliated service group of which an
Employer is a member as determined in accordance with Section 414(m) of the
Code. For purposes hereof, a "controlled group of corporations" means a
controlled group of corporations as defined in Section 1563(a) of the Code,
determined without regard to Sections 1563(a)(4) and 1563(e)(3)(C).
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2.2 Construction. Unless the context clearly indicates otherwise, terms not
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defined in Section 2.1 shall have the meaning specified in the Qualified Pension
Plan under which the Participant is entitled to a benefit (if defined therein).
In addition, except when otherwise clearly indicated by the context, the plural
shall include the singular and the singular shall include the plural.
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SECTION 3
PARTICIPATION
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3.1 Covered employees. Any Employee who is not a member of a collective
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bargaining unit and whose benefits under a Qualified Pension Plan maintained by
the Company are limited in accordance with section 415 or 401(a)(17) of the Code
shall become a Participant in this Plan as of the date such benefits are first
so limited. Also, any Employee whose Deferred Compensation Plan Deferrals cause
a reduction in his or her benefit under the Qualified Pension Plan shall be a
Participant in this Plan. An Employee whose employment with the Company and all
of its Subsidiaries terminated before January 1, 1994, however, shall not be
eligible to be a Participant herein.
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SECTION 4
BENEFIT RESTORATION AMOUNTS
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4.1 Computation of Benefit. The monthly amount of benefit restoration
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payable to a Participant under this Plan, when expressed in the form of a single
life annuity beginning on the Participant's Normal Retirement Date, shall be
equal to the excess of (a) over (b) where:
(a) equals the Participant's monthly retirement income benefit under
the Qualified Pension Plan, payable in the form of a single life annuity
beginning on such Participant's Normal Retirement Date, as determined under
the terms and conditions of such plan, except that (i) such determination
shall disregard the restrictions on retirement income benefits under such
plan which are imposed in accordance with Sections 415 and 401(a)(17) of
the Code and (ii) compensation for purposes of such determination shall
include any Deferred Compensation Plan Deferrals; and
(b) equals such Participant's actual monthly retirement income benefit
under such Qualified Pension Plan, payable in the form of a single life
annuity beginning on such Participant's Normal Retirement Date, as
determined under the terms and conditions of such plan, including the
restrictions on retirement income benefits under such plan which are
imposed in accordance with sections 415 and 401(a)(17) of the Code and
excluding any Deferred Compensation Plan Deferrals from compensation for
purposes of such determination.
4.2 Vesting and Forfeiture for Cause. A Participant shall be vested in the
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benefit restoration payable under the Plan to the same degree that the
Participant is vested in his or her retirement income benefits under the
Qualified Pension Plan. Notwithstanding the foregoing, however, any vested
supplemental retirement income benefits or survivor benefits payable under this
Plan shall be forfeited, and a Participant, together with any of his or her
beneficiaries, shall have no right to such benefits if: (a) such Participant has
engaged in Gross Misconduct, or (b) the Participant, without the consent of the
Committee, while employed by the Company or a
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Subsidiary 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. The restriction from
competition after termination of employment described in the preceding sentence
shall not apply to a Participant in the event he or she has an Involuntary
Termination without Cause.
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SECTION 5
MID-CAREER PENSION ENHANCEMENT
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5.1 Recommendation of Participants for Mid-Career Pension Enhancement.
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Subject to the approval of the Organization and Compensation Committee of the
Board, the Company's Chief Executive Officer may recommend Participants who are
Senior Vice President and above to receive a mid-career pension enhancement.
Such recommendation shall be delivered, in writing, to the Committee and shall
specify the following: (a) the identity of the Participant selected, (b) the
number of additional years of service (based on the relevant business experience
of the Participant with another employer prior to his or her employment with the
Company or a Subsidiary) with which such Participant will be credited for the
purpose of calculating benefits in accordance with the benefit formula under the
Qualified Pension Plan, (c) the service requirements which a Participant must
satisfy to be eligible for such benefits (if different than as described in
Section 5.3) and (d) the conditions under which such benefits will be forfeited
(if different than as described in Section 5.4).
5.2 Computation of Benefit. The monthly amount of any mid-career pension
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enhancement benefit payable to a Participant under this Plan, when expressed in
the form of a single life annuity beginning on the Participant's Normal
Retirement Date, shall be equal to the excess of (a) over (b) where:
(a) equals the Participant's monthly retirement income benefit under
Section 4.1 of this Plan and the Qualified Pension Plan, payable in the
form of a single life annuity beginning on such Participant's Normal
Retirement Date, as determined under the terms and conditions of such
plans, except that such determination under this Section 5.2(a) shall be
made assuming that the Participant had additional years of credited service
as specified in the recommendation under Section 5.1; and
(b) equals the sum of (i) such Participant's actual monthly retirement
income benefit under Section 4.1 of this Plan and the Qualified Pension
Plan,
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payable in the form of a single life annuity beginning on such
Participant's Normal Retirement Date, as determined under the terms and
conditions of such plans, but without assuming the additional years of
credited service as specified in the recommendation under Section 5.1 and
(ii) the actuarial equivalent amount, expressed as a single life annuity
beginning on such Participant's Normal Retirement Date, received by such
Participant from any pension plans of his or her previous employers, if
any, whether qualified under Section 401 of the Code or not.
5.3 Service Requirements. Unless provided otherwise in the recommendation,
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the number of additional years of service specified in the recommendation shall
be credited to a Participant at the rate of one additional year of service for
each completed year of service with the Company or one of its Subsidiaries.
5.4 Forfeiture. Unless provided otherwise in the recommendation, mid-career
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pension enhancement benefits shall be forfeited, and a Participant, together
with any of his or her beneficiaries, shall have no right to such benefits if:
(a) the Participant has engaged in Gross Misconduct;
(b) the Participant, without the consent of the Committee, while
employed by the Company or a Subsidiary 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 (such restriction from competition after
termination of employment shall not apply to a Participant in the event he
or she has an Involuntary Termination without Cause); or
(c) the Participant terminates employment with the Company and all of
its Subsidiaries prior to age 60, unless the Participant terminates such
employment for reasons of (i) death, (ii) total and permanent disability,
or (iii) Involuntary Termination without Cause.
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SECTION 6
BENEFIT COMMENCEMENT DATE AND
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FORM OF PAYMENT
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6.1 Benefit Commencement Date. Subject to Section 9.6 and the following
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sentence, benefits payable to a Participant under the Plan shall commence as of
the same annuity starting date as the benefits under the Qualified Pension Plan
to which such benefits relate. In addition, mid-career pension enhancement
benefits payable under the Plan will not commence until the Participant has
cooperated, to the satisfaction of the Committee, in disclosing the benefits he
or she will receive from any pension plans of a previous employer as described
in Section 5.2(b)(ii).
6.2 Form of Payment. Subject to Section 9.6, benefits payable to a
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Participant under the Plan shall be distributed as follows:
(a) if the Participant does not make a timely election (as described under
(b) below), then
(i) if the Participant is not married as of his or her annuity
starting date, in the form of an annuity for the Participant's life,
or
(ii) if the Participant is married as of his or her annuity starting
date, and such date is before February 1, 2002, in the form of an
annuity for the Participant's life with a survivor annuity for the
life of the Participant's spouse where the survivor annuity is 50% of
the amount of the annuity payable during the joint lives of the
Participant and the Participant's spouse, or
(iii) if the Participant is married as of his or her annuity starting
date, and such date is on or after February 1, 2002, in the form of
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an annuity for the Participant's life, or
(b) in any form provided under the Qualified Pension Plan which the
Participant elects. Such election must be made by the Participant in
writing and will only be effective if it is received by the Committee no
later than one year prior to the Participant's annuity starting date for
benefits under the Qualified Pension Plan. Notwithstanding the previous
sentence, a married participant who has not made an election under this
paragraph (b) may elect, before his or her annuity starting date and during
the period between the dates of January 1, 2002 through January 31, 2002,
to elect to receive his benefit in the form of an annuity for the
Participant's life with a survivor annuity for the life of the
Participant's spouse where the survivor annuity is 50% of the amount of the
annuity payable during the joint lives of the Participant and the
Participant's spouse.
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SECTION 7
DEATH BENEFITS
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7.1 Death On or After Annuity Starting Date. If a Participant dies on or
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after his or her annuity starting date, the survivor benefits payable under the
Plan, if any, shall be payable in accordance with the form of distribution in
effect for such Participant under the Plan as of the date of his or her death.
7.2 Death Prior to Annuity Starting Date. If a Participant dies before his
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or her annuity starting date and such Participant is survived by a spouse to
whom he or she was married for at least one year immediately prior to the date
of such Participant's death, such surviving spouse shall be entitled to a
survivor benefit hereunder. Subject to Section 9.6, such survivor benefit shall
commence as of the same date that the survivor benefit to such spouse under the
Qualified Pension Plan begins and shall be payable in the form of a single life
annuity. The monthly amount of such survivor benefit shall be equal to the
excess of (a) over (b) where:
(a) equals the monthly amount of the survivor benefit payable to the
Participant's surviving spouse under the Qualified Pension Plan, as
determined under the terms and conditions of such plan, except that (i)
such determination, computed as described in Section 4.1, shall disregard
the restrictions under such plan which are imposed in accordance with
Sections 415 and 401(a)(17) of the Code and shall include as compensation
any Deferred Compensation Plan Deferrals, and (ii) such determination shall
include any additional years of credited service specified in Section 5.1
for such Participant computed as described in Section 5.2; and
(b) equals the sum of (i) the monthly amount of the survivor benefit
which is actually paid to such surviving spouse from such Qualified Pension
Plan, as determined under the terms and conditions of such plan, including
the restrictions under such plan which are imposed in accordance with
sections 415 and 401(a)(17) of the Code and excluding any Deferred
Compensation Plan Deferrals and any additional years of credited service
specified in Section 5.1 for such Participant and (ii) for Participants
entitled to a mid-career pension
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enhancement under Section 5, the monthly amount of the survivor benefit
which is actually paid to such surviving spouse from any pension plan of
the Participant's previous employers, if any, whether qualified under
Section 401 of the Code or not.
In the event a surviving spouse eligible to receive a survivor benefit
under this Section 7.2 dies before his or her actual benefit commences as set
forth above, no benefit shall be payable hereunder.
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SECTION 8
ADMINISTRATION OF THE PLAN
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8.1 The Committee and the Plan Administrator. The Plan will be administered
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by a Committee consisting of not less than three persons designated from time to
time by the Board. The Committee shall appoint a Plan Administrator to assist
the Committee in the Plan's administration. The Plan Administrator shall be
responsible for the day-to-day administration of the Plan and shall have other
powers and responsibilities delegated to him or her by the Committee. The
Committee may authorize the Plan Administrator to designate agents to carry out
certain of his or her responsibilities.
8.2 Power of the Committee. The Committee shall have full power and
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authority:
(a) to, in its sole discretion, make decisions and take any action
with respect to questions arising in connection with the Plan, including
but not limited to, the construction and interpretation of the Plan and to
make equitable adjustments for any mistakes or errors made in the
administration of the Plan;
(b) to, in its sole discretion, determine all questions arising in the
administration of the 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 the Plan
consistent with its purposes;
(d) to enforce the Plan in accordance with its terms and the rules and
regulations adopted by the Committee; and
(e) to delegate its powers to any officer of the Company or other
specified persons or committees.
(f) to do all other acts which in its judgment are necessary or
desirable for the proper and advantageous administration of the Plan.
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8.3 Coordination of Benefit payments. The Committee shall take such action
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as it deems necessary or appropriate to establish procedures to coordinate the
payment of benefits under the Plan with the payment of the corresponding
benefits under the Qualified Pension Plan to which the benefits payable
hereunder relate.
8.4 Committee Actions. The Committee shall act by the vote or concurrence
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of the majority of its members and shall maintain a written record of its
decisions and actions. Resolutions may be adopted or other action may be taken
without a meeting upon the unanimous written consent of the Committee. 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 the Plan.
8.5 Indemnification. The Employers will indemnify and hold harmless the
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directors and officers of the Employers, and of all Subsidiaries, the members of
the Committee and all other Employees of the Employers, or of any Subsidiary,
from any liability, loss, cost or damage that such individuals may incur in the
exercise and performance of their duties and powers hereunder, except as may
result from their own gross negligence or willful default. The Employers also
will assume the defense of any and all actions, suits or proceedings brought or
advanced by any person (other than an Employer) against any such individual
arising under the Plan.
8.6 Claim for Benefits. Any claim for benefits under this Plan shall be
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made in writing to the Plan Administrator. If a claim for benefits is wholly or
partially denied, the Plan Administrator shall so notify the Participant or
beneficiary within 90 days after receipt of the claim. The notice of denial
shall be written in a manner calculated to be
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understood by the Participant or beneficiary and shall contain (a) the specific
reason or reasons for denial of the claim, (b) specific references to the
pertinent Plan provisions upon which the denial is based, (c) a description of
any additional material or information necessary to perfect the claim together
with an explanation of why such material or information is necessary and (d) an
explanation of the claims review procedure. The decision or action of the Plan
Administrator shall be final, conclusive and binding on all persons having any
interest in the Plan, unless a written appeal is filed as provided in Section
8.7 hereof.
8.7 Review of Claim. Within 60 days after the receipt by the Participant or
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beneficiary of notice of denial of a claim, the Participant or beneficiary may
(a) file a request with the Committee that it conduct a full and fair review of
the denial of the claim, (b) review pertinent documents and (c) submit questions
and comments to the Committee in writing.
8.8 Decision After Review. Within 60 days after the receipt of a request
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for review under Section 8.7, the Committee, or its delegate, shall deliver to
the Participant or beneficiary a written decision with respect to the claim,
except that if there are special circumstances (such as the need to hold a
hearing) which require more time for processing, the 60-day period shall be
extended to 120 days upon notice to the Participant or beneficiary to that
effect. The decision shall be written in a manner calculated to be understood by
the Participant or beneficiary and shall (a) include the specific reason or
reasons for the decision and (b) contain a specific reference to the pertinent
Plan provisions upon which the decision is based.
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SECTION 9
MISCELLANEOUS PROVISIONS
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9.1 Expenses. Expenses of administering the Plan, including the fees and
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expenses of any trustee, will be borne by the Employers.
9.2 Employment Rights. Establishment of this Plan shall not be construed to
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give any Participant or beneficiary the right to be retained by the Employer or
to any benefits not specifically provided by the Plan.
9.3 Severability. In the event that any provision of the Plan shall be held
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illegal or invalid for any reason, any illegality or invalidity shall not affect
the remaining parts of the Plan. The Plan shall be construed and enforced,
however, as if the illegal or invalid provision had never been inserted, and the
Company shall have the privilege to correct and remedy such questions of
illegality or invalidity by amendment as provided in the Plan.
9.4 Trust. The Employers shall make all distributions under this Plan.
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Alternatively, the Company may, on behalf of itself and the other Employers,
transfer assets to a trust established with an independent trustee to make
distributions under the Plan. The assets so held in such trust shall remain the
general assets of the Company which at all times shall be subject to the rights
and claims of the Company's general creditors in accordance with the terms of
the trust. The rights of Participants and their beneficiaries under this Plan
and any such trust shall be exclusively unsecured contractual rights. No
Participant or beneficiary shall have any right, title or interest whatsoever in
the trust.
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9.5 Applicable Law.
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(a) This Plan, to the extent considered an unfunded deferred compensation
plan for a select group of management or highly compensated employees which is
not an excess benefit plan, is fully exempt from Titles II, III and IV of ERISA.
However, this Plan, to the extent so considered, shall be governed and construed
in accordance with the applicable sections of Title I of ERISA.
(b) To the extent not governed by ERISA, this Plan shall be governed by and
construed according to the laws of the State of Kansas.
9.6 Lump Sum Cash Outs. Notwithstanding any other provision of the Plan to
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the contrary, the Committee may, in its sole discretion, direct that the
actuarial equivalent of an individual's benefits payable hereunder be paid to
such individual in a lump sum payment on such date as the Committee may
determine. Such actuarial equivalent amount shall be determined in the same
manner that the amount of an involuntary cash out distribution is computed under
the Qualified Pension Plan to which the benefits payable hereunder relate. In no
event, however, shall lump sum payments under this Section 9.6 be limited by the
$3,500 ceiling (adjusted for inflation) on involuntary cash out distributions
set forth in such Qualified Pension Plan. The payment of an immediate lump sum
amount under this Section 9.6 shall be a complete discharge of any obligations
to such individual and his or her beneficiaries hereunder.
9.7 Incapacity of Benefit recipient. In the event any benefits (including
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survivor benefits) hereunder are payable to an individual who is physically or
mentally incompetent to receive such payment, such benefits shall be paid on
such individual's behalf to the same party to whom the corresponding benefits
from the Qualified Pension Plan are paid.
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9.8 Effect on Qualified Retirement Plans. Amounts credited or paid under
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this Plan shall not be considered to be compensation for purposes of the
Qualified Pension Plans or any other qualified retirement plan maintained by an
Employer.
9.9 Withholding of Taxes. An Employer, or a person designated by the
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Employer, will withhold any required taxes related to the vesting of accrued
benefits or the payment of supplemental retirement income or survivor benefits
hereunder. In addition, an Employer may withhold such sum as the Employer or
such person may reasonably estimate to be necessary to cover taxes for which the
Employer or such person may be liable and which may be assessed with regard to
such payment of supplemental retirement income or survivor benefits.
9.10 Amendments. The Board may amend this Plan in its sole discretion. Any
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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 9.4, 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.
9.11 Plan Termination. The Board may at any time terminate this Plan in
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whole or in part in which case no further benefits shall accrue hereunder with
respect to any affected Participant. If an Employer ceases to be a Subsidiary of
the Company, the participation in this Plan of all Participants employed by that
Employer will terminate and no further benefits for such Participants shall
accrue hereunder.
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9.12 Non Alienation. Subject to Section 9.13, no right or benefit under the
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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 the
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 other Employer.
9.13 Qualified Domestic Relations Orders. Section 9.12 shall not apply to
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the creation, assignment or recognition of a right to the benefit under the Plan
pursuant to a "domestic relations order" (as defined in Section 206(d)(3)(B)(ii)
of ERISA) which meets the requirements of a "qualified domestic relations order"
(as defined in Section 206(d)(3)(B)(i) of ERISA) and which is consistent with
the nature of benefits provided under the Plan.
9.14 Notices. Notices, reports and statements to be given, made or
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delivered to a Participant shall be deemed duly given, made or delivered, when
addressed to the Participant, and delivered by ordinary mail, or by Employer
mail, to such Participant's business address or resident address on the employee
information system of the Employer. All notices required to be given by a
Participant or beneficiary shall be given on a form provided for the purpose and
shall be deemed received when delivered to the Committee or such Participant's
local human resources department.
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