Exhibit 10(f)
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Sprint Corporation
1990 Stock Option Plan
Adopted as a Stock Option Plan under the
1997 Sprint Corporation Long-Term Stock Incentive Program
As Amended
by the Board Effective
February 11, 2003
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Table of Contents
1 Establishment ................................................. 1
2 Defined Terms ................................................. 1
3 Purpose ....................................................... 1
4 Administration ................................................ 1
4.01 Interpretation of the Plan ........................ 1
4.02 Abstention in Certain Cases by Committee Members .. 2
5 Number of Shares Authorized to be Issued ...................... 2
6 Grant of Options .............................................. 3
6.01 Eligibility for Grants ............................ 3
6.02 Committee Grants .................................. 3
6.03 Interim Grants .................................... 3
6.04 Limitation on Discretion of Committee and
Authorized Officers ............................. 4
7 Terms of Options .............................................. 4
7.01 Standard Terms of Options ......................... 4
7.02 Mandatory Terms of Incentive Stock Options ........ 8
7.03 Standard Terms of Incentive Stock Options ......... 8
7.04 Stock Option Agreement ............................ 9
8 Exercise of Options ........................................... 9
8.01 Notice of Exercise ................................ 9
8.02 Form of Payment of Exercise Price ................. 10
9 Withholding of Payroll Taxes on Exercise ...................... 11
9.01 Obligation to Pay Payroll Taxes .................. 11
9.02 Amount to Be Withheld ............................ 11
9.03 Eligibility to Elect Stock Withholding ........... 11
9.04 Manner of Withholding ............................ 11
10 Issuance of Shares on Exercise ............................... 12
10.01 Generally ........................................ 12
10.02 Elective Issuance of Restricted Shares ........... 12
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10.03 Issuance of Restricted Shares Not Available to
Transferred Options .............................. 13
10.04 Terms of Restricted Shares Issued on Exercise ...... 13
11 Reload Rights .................................................. 16
11.01 Grant of Reload Rights on Outstanding Non-Qualified
Options .......................................... 16
11.02 Terms of Reload Options ............................ 16
11.03 Variant Reload Rights .............................. 17
12 Change in Stock, Adjustments, Etc .............................. 17
13 Amendment and Termination ...................................... 18
14 Effective Date and Duration of the Plan ........................ 18
15 Definitions .................................................... 18
15.01 1989 Program ....................................... 18
15.02 1997 Program ....................................... 18
15.03 Affiliate .......................................... 18
15.04 Authorized Officer ................................. 19
15.05 Board .............................................. 19
15.06 Change in Control .................................. 19
15.07 Code ............................................... 21
15.08 Code Section ....................................... 21
15.09 Committee .......................................... 21
15.10 Common Stock ....................................... 21
15.11 Company ............................................ 21
15.12 Corporate Secretary ................................ 21
15.13 Director ........................................... 21
15.14 Employee ........................................... 21
15.15 Equity Security .................................... 21
15.16 Exchange Act ....................................... 22
15.17 Exchange Act Section 16 ............................ 22
15.18 Executive Officer .................................. 22
15.19 Exercise Date ...................................... 22
15.20 Exercise Price ..................................... 22
15.21 Expiration Date .................................... 22
15.22 Fair Market Value .................................. 22
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15.23 FON Stock .......................................... 22
15.24 Foreign Reload Option .............................. 22
15.25 Grant Date ......................................... 22
15.26 Grantee ............................................ 23
15.27 Incentive Stock Option ............................. 23
15.28 Minimum Withholding Amount ......................... 23
15.29 Non-Qualified Option ............................... 23
15.30 Normal Retirement .................................. 23
15.31 Notice of Exercise ................................. 23
15.32 Option ............................................. 23
15.33 Option Class ....................................... 23
15.34 Optionee ........................................... 23
15.35 Payroll Tax ........................................ 24
15.36 Payroll Taxpayer ................................... 24
15.37 PCS Stock .......................................... 24
15.38 Permitted Disposition .............................. 24
15.39 Person ............................................. 24
15.40 Program Adoption Date .............................. 24
15.41 Plan ............................................... 24
15.42 Qualified Transferee ............................... 24
15.43 Qualified Trust .................................... 24
15.44 Reload Option ...................................... 24
15.45 Restricted Shares .................................. 25
15.46 Retirement ......................................... 25
15.47 Seasoned Shares .................................... 25
15.48 Securities Act ..................................... 25
15.49 Strike Price ....................................... 25
15.50 Subsidiary ......................................... 25
15.51 Tax Date ........................................... 25
15.52 Termination Date ................................... 25
15.53 Termination for Cause .............................. 26
15.54 Total Disability ................................... 26
15.55 Underlying Option .................................. 26
15.56 Vesting Period ..................................... 26
15.57 Withholding Amount ................................. 26
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Article 1
Establishment
Pursuant to the 1989 Program the Company established a stock option plan named
the 1990 Stock Option Plan (the "Plan") for officers and key employees of the
Company and its subsidiaries. The 1989 Program has been replaced by the 1997
Program, and this Plan is now established pursuant to the 1997 Program.
Article 2
Defined Terms
Capitalized words used throughout this Plan have the meanings assigned to them
parenthetically throughout the Plan or in Article 15.
Article 3
Purpose
The purposes of the Plan are to induce officers and key employees of the Company
or its Subsidiaries who are in a position to contribute materially to the
Company's prosperity to remain with the Company or its Subsidiaries, to offer
them incentives and rewards in recognition of their share in the Company's
progress, to encourage them to continue to promote the best interests of the
Company and its stockholders, and to allow the Company and its Subsidiaries to
successfully compete with other enterprises in the recruitment of new officers
and key employees.
Article 4
Administration
The Committee shall administer the Plan as set forth in this Section.
4.01. Interpretation of the Plan
The Committee may from time to time adopt, and thereafter amend or 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 1997 Program, as it considers proper. The interpretation and construction of
any provisions of the Plan by the Committee shall be final. No member of the
Board 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.
The Corporate Secretary shall have the discretion and authority to establish any
and all procedures, forms, and rules of a ministerial nature that the Corporate
Secretary considers necessary or desirable for the orderly administration
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of the Plan and shall have other administrative responsibilities as set forth
elsewhere in this Plan.
The Committee may designate one or more Employees to hear and resolve disputes
arising under the Plan.
4.02. Abstention in Certain Cases by Committee Members
If any Committee member's participation in an action to approve the acquisition
or disposition of an Equity Security by an Executive Officer would prevent the
Executive Officer's acquisition or disposition of the Equity Security from being
exempt from the liability provisions of Exchange Act Section 16, the member
shall abstain from voting on the transaction if doing so would cause the
acquisition or disposition to be exempt.
Article 5
Number of Shares Authorized to be Issued
The number of shares of Common Stock that may be issued upon exercise of Options
granted under the Plan may not exceed 103,500,000 shares of FON Stock or
86,000,000 shares of PCS Stock, subject to adjustment as provided in Article
12 hereof. The shares issued under the Plan may be either treasury shares or
authorized but unissued shares.
The number of shares of Common Stock that may be issued upon exercise of Options
granted pursuant to this Plan after April 15, 1997, together with shares of
Common Stock subject to other awards under the 1997 Program, may not exceed the
limits set forth in Section 4(a) of the 1997 Program.
The number of shares of Common Stock that may be issued upon exercise of
Incentive Stock Options granted pursuant to this Plan after April 15, 1997, may
not exceed 8,000,000 shares of FON Stock or 4,000,000 shares of PCS Stock.
The shares of Common Stock allocable to the unexercised portion of any Option
that for any reason is forfeited, canceled, expired or is otherwise terminated
may again be subject to an Option under the Plan.
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Article 6
Grant of Options
6.01. Eligibility for Grants
The Committee or an Authorized Officer may grant Options under this Plan to any
Grantee who is a Director or Employee of the Company or a Subsidiary of the
Company on the Grant Date of the Option and to whom the granting of Options and
the exercise thereof would not be in violation of the laws of the jurisdiction,
foreign or domestic, having legal authority over the issuance of Options to, or
the exercise thereof by, Directors or Employees working or residing in such
jurisdiction.
No Incentive Stock Option may be granted to any Grantee who owns directly or
indirectly shares of Common Stock or options to purchase shares of Common Stock,
together possessing more than 10% of the total combined voting power or value of
all classes of stock of the Company or any of its Subsidiaries.
6.02. Committee Grants
The Committee shall determine which Directors or Employees among those eligible
shall be granted Options and, with respect to each Option, shall specify the
Option Class and number of shares of Common Stock subject to the Option. The
Committee may designate Grantees, the Option Class, and the number of shares
subject to each Option by any objectively determinable description. The
Committee may also specify the Grant Date of the Option, the Strike Price, the
Expiration Date of the Option, the rate at which the Option may be exercised,
and such other terms of the Option as the Committee may consider appropri- ate.
In making its determinations, the Committee shall take into consideration the
value of the services rendered by the Grantees, their present and potential
contribution to the success of the Company and its Subsidiaries, and such other
factors the Committee may consider relevant in accomplishing the purposes of the
Plan.
6.03. Interim Grants
Between meetings of the Committee, any of the Authorized Officers may grant an
Option to any eligible Employee other than a Director or an Executive Officer.
The number of shares subject to Options granted pursuant to this Section 6.03
may not exceed a total of 20,000 shares of all Classes of Common Stock for any
single Grantee between any two meetings of the Committee. An Authorized Officer
may make interim grants of Options in excess of 20,000 shares with the written
concurrence of the chairman of the Committee on or before the Grant Date.
In making such grants, the Authorized Officer shall specify in a writing,
executed by the Authorized Officer (and the chairman of the Committee, if the
number of shares subject to the Option are in excess of 20,000) and setting
forth the actual date of execution, which Employees among those eligible shall
be granted Options and, with respect to each Option, shall specify the Option
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Class and number of shares of Common Stock subject to the Option. The Authorized
Officer may designate Grantees, the Option Class, and the number of shares
subject to each Option by any objectively determinable description. The
Authorized Officer may also specify the Grant Date of the Option, the Strike
Price, the Expiration Date of the Option, the rate at which the Option may be
exercised, and such other terms of the Option as the Authorized Officer may
consider appropriate. In making its determinations, the Authorized Officer shall
take into consideration the value of the services rendered by the Grantees,
their present and potential contribution to the success of the Company and its
Subsidiaries, and such other factors the Authorized Officer may consider
relevant in accomplishing the purposes of the Plan.
The Authorized Officer shall report to the Committee the Grantees and terms of
all Options granted pursuant to this Section 6.03 at the next meeting of the
Committee following such grants.
6.04. Limitation on Discretion of Committee and Authorized Officers
Neither the Committee nor the Authorized Officer may
(i) set the Grant Date of any Option to any date earlier than the date of
the action granting the Option;
(ii) establish the Strike Price of any Option at a price lower than the
greater of (a) the Fair Market Value of one share of the Option Class of
Common Stock on the Grant Date of the Option or (b) the par value on the
Grant Date of the Option Class of the Common Stock; or
(iii) subject more than 6,000,000 shares to Options in the FON Stock Option
Class nor more than 3,000,000 shares to Options in the PCS Stock Option
Class granted to any single Director or Employee in any calendar year.
For purposes of clause (iii), shares subject to Options granted pursuant to the
last sentence of Section 4(a) of the 1997 Program shall be counted in the year
the Option is granted, rather than the year in which shares become first
available for issuance.
Article 7
Terms of Options
7.01. Standard Terms of Options
Unless the Committee or Authorized Officer specifies otherwise, the terms set
forth in this Section 7.01 shall apply to all Options granted under this Plan.
Any Stock Option Agreement that incorporates the terms of the Plan by reference
shall be deemed to have incorporated the terms set forth in this Section 7.01 to
the extent that these terms are not in conflict with those explicitly set forth
in the Stock Option Agreement.
(a) Non-Qualified Options Each Option shall be a Non-Qualified Option.
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(b) Grant Date The Grant Date of each Option shall be the date of the
Committee's or Authorized Officer's action granting the Option.
(c) Strike Price The Strike Price of each Option shall be the Fair Market Value
of one share of the Option Class of Common Stock on the Grant Date.
(d) Expiration Date The Expiration Date of each Option shall be the close of
business on the tenth anniversary of the Option's Grant Date. The Option
shall not be exercisable after its Expiration Date.
(e) Rate of Exercisability Each Option shall become exercisable with respect to
25% of the number of shares of the Option Class of Common Stock subject to
the Option on each of the first four anniversaries of the Grant Date if, on
such anniversary date, the Grantee shall have been continuously employed by
or served as a Director of the Company, a Subsidiary of the Company, or an
Affiliate from the Grant Date.
(f) Reload Rights Each Non-Qualified Option, other than Options granted pursuant
to Reload Rights, shall be granted with Reload Rights.
(g) Limitations on Transfer No Option may, during the lifetime of the Grantee,
be transferred, levied, garnished, executed upon, subjected to a security
interest, or assigned to any person other than the Grantee, except that a
Grantee may transfer an Option to a Qualified Transferee if the transfer is
made without payment of consideration being paid to the Grantee. Documents
evidencing the transfer of any Option and the identity of the Qualified
Transferee shall be in such form as may be required by the Corporate
Secretary. No such Qualified Transferee may dispose of shares issued upon
exercise of an Option, other than to the Company, until such shares are
validly registered or, in the opinion of the Corporate Secretary, exempt
from registration under the Securities Act.
(h) Post-Employment Exercise of Options Each Option may be exercised after the
Grantee's Termination Date only with respect to the number of shares of
Common Stock that were exercisable on the Grantee's Termination Date. An
Optionee may exercise an Option before its Expiration Date with respect to
those shares during a limited period beginning on the Grantee's Termination
Date and ending
(i) on the fifth anniversary of the Grantee's Termination Date, if the
Grantee's service as Director or employment terminated by reason
of his Retirement or Total Disability;
(ii) on the first anniversary of the Grantee's Termination Date if the
Grantee's employment or service as Director terminated by reason
of his death;
(iii) on the day three months following the Grantee's Termination Date
if the Grantee terminated his employment or service as Director
voluntarily, for a reason other than Retirement, or involuntarily
for a reason not constituting Termination for Cause.
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If a Grantee's employment has been Terminated for Cause, the Optionee
shall forfeit all outstanding Options immediately on the Grantee's
Termination Date.
An Option granted pursuant to the last sentence of Section 4(a) of the
1997 Program that was not exercisable on the Grantee's Termination Date
solely because the number of shares covered by the Option exceeded the
number of shares available for issuance may be exercised during the
period described above to the extent that shares become available for
issuance during such period.
(i) Acceleration on Termination of Employment for Certain Reasons
(1) Death or Total Disability Each Option shall become exercisable
immediately on the Grantee's Termination Date if the reason for
termination was the Grantee's death or Total Disability.
(2) Normal Retirement Each Option shall become exercisable immediately on
the Grantee's Termination Date if (i) the reason for termination was
the Grantee's Normal Retirement and (ii) the Option's Grant Date was,
except in the case of Normal Retirement for non-Employee Directors,
at least one year before the Grantee's Termination Date.
(j) Acceleration on Change in Control
(1) Acceleration Each Option shall become immediately exercisable in full
upon a Change in Control if
(i) the Change in Control occurs at least one year after the
Option's Grant Date and
(ii) the Grantee of the Option has been a Director, Employee, or
an employee of an Affiliate continuously from the Option's
Grant Date to the date of the Change in Control.
(2) Limitation on Acceleration If the acceleration of exercisability
under Section 7.01(j)(1), together with all other payments or
benefits contingent on the Change in Control with the meaning of Code
Section 280G, results in any portion of such payments or benefits not
being deductible by the Company as a result of the application of
Code Section 280G, the benefits shall be reduced until the entire
amount of the benefits is deductible. The reduction shall be effected
by the exclusion of grants of options or portions thereof in reverse
chronological order of their respective Grant Dates from the
application of Section 7.01(j)(1) until no portion of such benefits
is rendered nondeductible by application of Code Section 280G.
(k) Exercise After Death of Optionee Upon the death of an Optionee, all Options
held by the Optionee on the Optionee's date of death, to the extent
exercisable under their terms, may be exercised by
(i) the executor or administrator of the Optionee's estate,
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(ii) the Person or Persons to whom the Optionee's rights under the
Options pass by the Optionee's will or the laws of descent and
distribution, or
(iii) the beneficiary or beneficiaries designated by the Optionee in
accordance with Section 7.01(l).
(l) Designation of Beneficiaries An Optionee may designate a beneficiary or
beneficiaries to exercise unexpired Options and to own shares issued upon
any such exercise after the Optionee's death without order of any probate
court or otherwise. A beneficiary so designated may exercise an Option upon
presentation to the Company of evidence satisfactory to the Corporate
Secretary of the beneficiary's identity and the death of the Optionee. An
Optionee may change any beneficiary designation at any time before his death
but may not do so by testamentary designation in his will or otherwise.
Beneficiary designations must be made in writing on a form provided by the
Corporate Secretary. Beneficiary designations shall become effective on the
date that the form, properly completed, signed, and notarized, is received
by the Corporate Secretary. Any designation of a beneficiary by an Optionee
with respect to any Option shall be canceled upon the transfer of such
Option by the Optionee in accordance with the terms of the Plan.
(m) Agreement to Remain Employed Each Grantee other than Directors shall, as
consideration for the grant of each Option, agree in the Stock Option
Agreement to remain in the employ of the Company, its Subsidiaries, or an
Affiliate at the pleasure of the Company, such Subsidiary, or Affiliate for
at least one year from the Option's Grant Date or the earlier termination of
the Grantee's employment effected or approved by the Company, the
Subsidiary, or Affiliate. If the Grantee violates the agreement, the
Optionee shall forfeit the Option.
Nothing contained in the Plan or in any Option granted pursuant to the Plan
shall confer upon any Grantee any right to continue employment with the
Company, its Subsidiaries, or Affiliates nor interfere in any way with the
right of the Company, its Subsidiaries, or Affiliates to terminate the
Grantee's employment or change the Grantee's compensation at any time.
(n) Forfeiture Upon Conflict of Interest If any Grantee, without the consent of
the Committee, becomes associated with, employed by, renders services to, or
owns any significant interest in any business that is in competition with
the Company, its Subsidiaries, or Affiliates, any outstanding Option granted
to such Grantee shall be forfeited.
(o) Exercise Subject to Available Shares No Option shall be exercisable unless,
on the Exercise Date, there are sufficient shares available under the Plan
and the 1997 Program to allow for the issuance of shares pursuant to the
Exercise. At any time when sufficient shares are not available, all
Exercises
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of Options granted under the authority of the last sentence of Section 4(a)
of the 1997 Program shall be suspended, and the term of any Options that
would otherwise expire during the term of any such suspension shall be
extended by the amount of time during which the suspension was in effect.
7.02. Mandatory Terms of Incentive Stock Options
If the Committee or Authorized Officer specifies that an Option is an Incentive
Stock Option, the terms set forth in this Section 7.02 shall be incorporated
into the terms of the Option in preference to any conflicting terms set forth in
Section 7.01. If the Stock Option Agreement setting forth the terms of any
Option contradict the terms set forth in this Section 7.02, such Option shall be
treated as a Non-Qualified Stock Option, notwithstanding its designation as an
Incentive Stock Option.
(a) Grant Date within 10 Years of Program Adoption No Incentive Stock Option may
be granted under the Plan after the tenth anniversary of the Program
Adoption Date.
(b) Limitation on Option Term No Incentive Stock Option may be exercised after
the tenth anniversary of its Grant Date.
(c) Strike Price No Incentive Stock Option may have a Strike Price less than the
Fair Market Value of one share of the Option Class of Common Stock on the
Grant Date of the Incentive Stock Option.
(d) Non-Transferability No Incentive Stock Option may be transferred by the
Grantee except by the Grantee's will or the laws of descent and
distribution. An Incentive Stock Option may be exercised during the
Grantee's lifetime only by the Grantee, and after the Grantee's death only
by a beneficiary designated by the Grantee pursuant to the terms of the
Plan, or otherwise by the executor or administrator of the Grantee's estate
or the Person succeeding to the Grantee's interest in the Incentive Stock
Option under the Grantee's will or the applicable laws of intestacy.
7.03. Standard Terms of Incentive Stock Options
Unless the Committee or Authorized Officer specifies otherwise in the action
granting the Option, the following terms shall apply to all Incentive Stock
Options granted under the Plan. To the extent the terms set forth in this
Section 7.03 conflict with the standard terms applicable to Options generally
set forth in Section 7.01, the terms of this section shall control the terms of
any Options designated as Incentive Stock Options at the time of grant.
(a) Maximum Rate of Exercisability The Fair Market Value on the Grant Date of
the shares of Common Stock subject to any Incentive Stock Option with
respect to which the Incentive Stock Option becomes exercisable for the
first time during any calendar year, together with the Fair Market Value of
shares of Common Stock subject to other Incentive Stock Options on their
respective Grant Dates owned by the Optionee under all plans of the
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Company and its Subsidiaries and first becoming exercisable in the same calendar
year, shall not exceed $100,000 or, if different, the maximum limitation in
effect under Code Section 422 for Incentive Stock Options on the Grant Date of
such Incentive Stock Option. To the extent the terms of the Option permit the
exercise of an Option for more shares than permitted by this Section 7.03(a),
each Option or portion of an Option, in reverse chronological order of their
Grant Dates, shall be treated as Non-Qualified Options until the remaining
Options or portions of Options meet the limitations set forth in this Section
7.03(a).
(b) Post-Termination Exercise Any Incentive Stock Option exercised after the end
of the 12-month period beginning on the Grantee's Termination Date shall, to
that extent, be treated as a Non-Qualified Option.
7.04. Stock Option Agreement
The terms of each Option shall be set forth in a Stock Option Agreement executed
by the Company and the Grantee. The Stock Option Agreement must set forth those
terms that are not made standard terms of the Option pursuant to this Plan.
Article 8
Exercise of Options
8.01. Notice of Exercise
An Optionee may exercise his Option to purchase shares of Common Stock by
written notice to the Corporate Secretary
(i) unambiguously identifying the Option that he is exercising;
(ii) stating the number of shares with respect to which he is exercising the
Option;
(iii) accompanied by payment of the Exercise Price in cash or any other form
permitted by Section 8.02;
(iv) if the Optionee wants to have the shares issued to be registered
jointly with the Optionee's spouse, a statement to that effect;
(v) if the Optionee is electing to have any Payroll Tax withholding
obligation discharged by delivery of Seasoned Shares or withholding of
shares from shares issuable upon the exercise pursuant to Section 9.04,
a statement to that effect, and, if the Optionee elects to have more
than the required minimum percentage of Payroll Taxes withheld, a
statement of the percentage to be withheld, not exceeding, if the
Grantee is an Executive Officer, the applicable marginal tax rate; and
(vi) if the Optionee is electing to receive Restricted Shares pursuant to
Section 10.02, a statement of the Vesting Period the Optionee is
electing.
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The Corporate Secretary may dispense with a written Notice of Exercise in the
case of certain exercises in which he considers a written Notice of Exercise
unnecessary.
The Exercise Date shall be the date on which the Notice of Exercise, together
with the payment of the Exercise Price, is received by the Corporate Secretary
or his designee. The Optionee may not, after the Exercise Date, change the form
of payment of the Exercise Price, the election regarding stock withholding, or
other aspects of the exercise dependent on the Fair Market Value of the Common
Stock.
The Corporate Secretary may condition the exercise of any Option on the
Optionee's filing with the Company a representation in such form as the
Corporate Secretary considers appropriate at the time of the exercise to insure
the Grantee's, the Optionee's, or the Company's compliance with (1) the terms of
the Option, (2) the terms of any policies of the Company, or (3) any laws or
regulations, in each case as they may be potentially affected by the exercise of
the Option or the disposition of the shares of Common Stock acquired in its
exercise.
8.02. Form of Payment of Exercise Price
(a) Payment in Cash. Unless the Optionee elects in the Notice of Exercise to
make payment in another form authorized by the Plan, payment of the Exercise
Price shall be in United States dollars, payable in cash or by check. The
Corporate Secretary may establish procedures to delay the processing of any
Option exercise until any check delivered in payment of the Exercise Price
has cleared, and, if a check fails to clear, cancel the exercise.
(b) Payment in Shares of Common Stock. On exercise of any Option, the Optionee
may elect in the Notice of Exercise to pay the Exercise Price by surrender
of stock certificates in transferable form representing Seasoned Shares of
the Option Class having an aggregate Fair Market Value, determined as of the
Exercise Date, at least equal to the Exercise Price.
(c) Payment by Attestation. In lieu of the delivery of physical certificates, an
Optionee may deliver shares in payment of the Exercise Price by attesting,
on a form established by the Corporate Secretary, to the ownership, either
outright or through ownership of a broker account, of a sufficient number of
Seasoned Shares of the Option Class to pay the Exercise Price. The
attestation must be notarized and signed by the Optionee and any co-owners
with the Optionee of the shares with respect to which the attestation is
being made. The form of attestation must be accompanied by any other
documentation the Corporate Secretary considers necessary to evidence actual
ownership of such shares or otherwise preserve the integrity of the Plan.
Shares, the ownership of which is so attested to by the Optionee, shall be
deemed to have been re-issued to the Optionee on the Exercise Date in
partial satisfaction of the Company's obligation to issue shares of the
Option Class of Common Stock pursuant to the Option exercise to
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which it relates.
(d) Fractional Shares. If an Optionee pays the Exercise Price of an Option by
delivery or attestation of Seasoned Shares, the Company shall apply to
payment of the Exercise Price from the shares delivered or attested the
highest number of whole shares having a Fair Market Value on the Exercise
Date less than or equal to the Exercise Price, and the Optionee shall be
required to pay in cash the Fair Market Value of the fractional share
resulting from truncating the number of shares to a whole number of shares.
Article 9
Withholding of Payroll Taxes on Exercise
9.01. Obligation to Pay Payroll Taxes
Any Optionee, Grantee, or other Person (the "Payroll Taxpayer") with respect to
whom the Company or a Subsidiary of the Company has an obligation under any
Payroll Tax law to withhold amounts with respect to income arising from the
exercise of any Option must pay to the Company or Subsidiary of the Company the
Minimum Withholding Amount.
9.02. Amount to Be Withheld
The Payroll Taxpayer may elect in the Notice of Exercise or on another form
specified by the Corporate Secretary for such purpose an amount to be withheld
(the "Withholding Amount") with respect to the exercise of any Option. The
Withholding Amount must be greater than or equal to the Minimum Withholding
Amount and, if the Payroll Taxpayer is an Executive Officer, less than or equal
to the Payroll Taxpayer's combined marginal tax rate for all Payroll Taxes. In
the absence of such an election, the Withholding Amount shall be the Minimum
Withholding Amount.
If all amounts withheld in payment of Payroll taxes are reported to the
appropriate taxing jurisdiction as amounts withheld from the Payroll Taxpayer,
the Company or Subsidiary may, in cases where the Corporate Secretary considers
it necessary, set the Withholding Amount to an amount in excess of the Minimum
Withholding Amount based on assumptions about the amount required by law to be
withheld.
9.03. Eligibility to Elect Stock Withholding
A Payroll Taxpayer may elect to pay all or part of the Withholding Amount in
shares of the Option Class of Common Stock if the Optionee pays the Exercise
Price by delivering or attesting to ownership of shares of the Option Class of
Common Stock pursuant to Sections 8.02(b) or 8.02(c).
9.04. Manner of Withholding
If the Payroll Taxpayer is eligible to satisfy his obligation to pay the
Withholding Amount by payment of shares of the Option Class of the Common Stock
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pursuant to Section 9.03, he may pay the Withholding Amount by one or more of
the following methods:
(i) delivering Seasoned Shares of the Option Class; or
(ii) directing the Company to withhold from those shares that would otherwise
be received upon exercise of the Option or upon the vesting of
Restricted Shares, shares of the Option Class of the Common Stock
having a Fair Market Value on the Tax Date of no more than the Minimum
Withholding Amount; or
(iii) paying cash to the Company.
If the Payroll Taxpayer is not eligible to elect stock withholding, the
Withholding Amount must be paid entirely in cash. Any portion of the Withholding
Amount that would require withholding or delivery of a fractional share and any
portion of the Withholding Amount not paid by the withholding or surrender of
Common Stock must be paid in cash.
(a) Limit on Use of Unvested Restricted Shares. If the Option exercise resulted
in the issuance of Restricted Shares and the Vesting Period with respect to
the Restricted Shares has not ended on or before the Tax Date, method (ii)
described in Section 9.04 shall not be available as a means of stock
withholding.
(b) Limit with Respect to Transferred Options. If an Option was transferred by
the Grantee or the tax liability resulting from the exercise of the Option
is otherwise not imposed on the Optionee, method (ii) described in Section
9.04 shall not be available as a means of stock withholding.
Article 10
Issuance of Shares on Exercise
10.01. Generally
No Optionee will be considered a holder of any shares of Common Stock subject to
an Option until a stock certificate or certificates for such shares are issued
to the Optionee after an exercise of the Option under the terms of the Plan. No
Optionee shall be entitled to dividends (ordinary or extraordinary, whether in
cash, securities or other property), distributions, or other rights with respect
to the shares subject to purchase under the Option unless the record date for
any such dividend, distribution, or other right falls on or after the date the
Optionee becomes a record holder of such shares.
All shares of Common Stock issued pursuant to an exercise of an Option shall be
issued in the name of the Optionee, or in the name of the Optionee and the
Optionee's spouse, and shall, except as otherwise provided in Article 8, be
freely transferable by the registered owners upon issuance.
10.02. Elective Issuance of Restricted Shares
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Certain Optionees, as determined by the Committee, may elect to receive
Restricted Shares upon the exercise of an Option if the Optionee so states in
the Notice of Exercise and has paid the Exercise Price of the Option by
attesting to or by delivering shares of unrestricted Common Stock pursuant to
Sections 8.02(b) or 8.02(c).
If an Optionee elects on exercise of any Option to receive Restricted Shares,
the Company shall issue to the Optionee
(i) a number of unrestricted shares of the Option Class of Common Stock equal
to the number of unrestricted shares the Optionee used to pay the
Exercise Price plus
(ii) all other shares issuable pursuant to the exercise of the Option as
Restricted Shares, having the Vesting Period specified by the Optionee in
the Notice of Exercise and otherwise subject to the restrictions on
transfer and other terms set forth in Section 10.04.
10.03. Issuance of Restricted Shares Not Available to Transferred Options
Neither the Optionee nor the Grantee of an Option transferred by the Grantee
pursuant to the provisions of this Plan may elect to receive Restricted Shares
on exercise of the Option.
10.04. Terms of Restricted Shares Issued on Exercise
Subject to the right of the Optionee to elect the length of the Vesting Period
applicable to Restricted Shares issued pursuant to an Option exercise under the
Plan, all Restricted Shares issued pursuant to the Plan shall be subject to the
terms and conditions set forth in this Section 10.04.
(a) Restriction on Transfer An Optionee who receives Restricted Shares may not
sell, transfer, assign, pledge or otherwise encumber or dispose of the
Restricted Shares until the end of the Vesting Period for such shares,
except to a trust that is a Qualified Trust upon the following terms:
(i) the Company receives, before the transfer, a true copy of the trust
agreement of the Qualified Trust and an opinion from Optionee's
counsel that (1) the trust will be treated as a grantor trust owned
by the Optionee under Subchapter J of the Code at all times until
the restrictions on such stock lapse or the stock is forfeited
under the terms of their grant, (2) the terms of the trust provide
that upon the forfeiture of the Restricted Shares under the terms
of its grant or the earlier termination of the trust for whatever
reason, ownership of the Restricted Shares shall revert to the
Optionee or to the Company, (3) the trustee of such trust may not,
prior to the lapsing of restrictions on such stock, sell, transfer,
assign, pledge, or otherwise encumber or dispose of the Restricted
Shares except to the Company or to the Optionee, subject to the
restrictions provided for in this Plan, and (4) until the
restrictions lapse, the trustee is not authorized to incur
liabilities on behalf of the trust, other than to the
13
beneficiaries of the trust; and
(ii) the Corporate Secretary, in his discretion, may require the
Optionee and the trustee to execute other documents as a
pre-condition to such transfer to insure enforcement of the terms
of the Restricted Shares or otherwise.
(b) Enforcement of Transfer Restrictions Unless the Corporate Secretary
establishes alternative procedures, certificates representing Restricted
Shares shall be registered in the name of the Optionee (or the Qualified
Transferee trust in the case of shares transferred to such a trust pursuant
to Section 10.04(a)) and shall be held by the Company in escrow, together
with a stock power assigning the Restricted Shares back to the Company, to
be used only in the event of the forfeiture of any of the Restricted Shares.
(c) Vesting Period When an Optionee elects a Vesting Period to apply to
Restricted Shares issued under the Plan, the Optionee shall elect a Vesting
Period ending at least six months and no more than ten years after the
Exercise Date of the Option with respect to which the Restricted Shares were
issued.
The Corporate Secretary may establish restrictions on the dates during the
year which Vesting Periods electable pursuant to this Article 10 may end for
the convenient administration of Restricted Shares issued under the Plan.
At any time on or before the last day of the 13th calendar month that ends
on or before the last day of the Vesting Period for any Restricted Shares,
the Optionee may elect to extend the Vesting Period on all but not a portion
of the Restricted Shares by any multiple of six months.
(d) Forfeiture and Vesting of Restricted Shares
(1) Vesting at End of Vesting Period. Any Restricted Shares not forfeited
by the end of the Vesting Period shall vest, and the Company shall
issue a certificate evidencing the shares to the registered owner
thereof promptly after the end of the Vesting Period.
(2) Restricted Shares Issued Electively. Unless the Committee determines
otherwise, restrictions on Restricted Shares issued at the election
of the Optionee under Section 10.02 shall lapse if the Grantee
terminates his service or employment at any time before the end of
the Vesting Period for the Restricted Shares if
(i) the Grantee terminated service or employment by reason of
the Grantee's Death or Total Disability,
(ii) the Grantee terminated service or employment by reason of
the Grantee's Normal Retirement, or
(iii) the Grantee's employment was terminated involuntarily other
than as a Termination for Cause,
14
in which cases, the Company shall issue a certificate representing the
shares to the registered owner thereof; otherwise the Restricted Shares
shall be forfeited.
(e) Acceleration on Change in Control Unless the Committee determines otherwise,
Restricted Shares issued at the election of the Optionee under Section 10.02
shall vest on a Change in Control if the Change in Control occurs at least
one year after the Exercise Date on which the Restricted Shares were issued.
(f) Rights of Grantee in Restricted Stock The registered owner of Restricted
Shares shall have the right to vote the shares of stock and to receive
dividends or other distributions with respect to the shares.
15
Article 11
Reload Rights
11.01. Grant of Reload Rights on Outstanding Non-Qualified Options
The Committee may grant Reload Rights with respect to any outstanding Non-
Qualified Options issued under any stock option plan of the Company, whether
originally granted with Reload Rights or not.
11.02. Terms of Reload Options
Any Underlying Option granted Reload Rights shall, unless the Committee
specifies other terms at the time the Reload Rights are granted, entitle the
Grantee to receive a new Option (a "Reload Option") to purchase shares of the
same Option Class as the Underlying Option upon the Optionee's exercise of the
Underlying Option by delivery or attestation of shares of Common Stock in
payment of the Exercise Price on the terms set forth in this Article 11.
(a) Conditions to the Grant of Reload Options. No Reload Option shall be
granted on the exercise of the Underlying Option unless
(i) a sufficient number of shares remain authorized and not issued or
subject to purchase under outstanding Options granted under the
Plan;
(ii) the Grantee of the Option is a Director or Employee on the
Exercise Date of the Underlying Option;
(iii) the exercise of the Underlying Option is for the purchase of a
number of shares of Common Stock at least equal to the lesser of
(a) 25% of the total number of shares subject to purchase under
the Underlying Option or (b) 100% of the shares with respect to
which the Underlying Option is then exercisable;
(iv) the Grant Date of the Reload Option would be at least one year
before the Expiration Date of the Underlying Option; and
(v) the Fair Market Value of one share of the Underlying Option's
Option Class on the Exercise Date is greater than or equal to the
Strike Price of the Underlying Option.
(b) Number of Shares Subject to Purchase; Grant Date Each Reload Option shall
entitle the Optionee to purchase a number of shares equal to the sum of
(i) the number of shares of the Option Class used to pay the Exercise
Price of the Underlying Option pursuant to Sections 8.02(b) or
8.02(c) on the Exercise Date and
(ii) the number of shares of the Option Class delivered or withheld in
payment of the Withholding Amount pursuant to Section 9.04.
If the Exercise Date and the Tax Date do not coincide, the Reload Option
shall be issued as two separate Options to purchase the number of shares
16
set forth in (i) and (ii) above and having Grant Dates on the Exercise
Date and the Tax Date, respectively.
(c) Strike Price Each. Reload Option shall have a Strike Price equal to the Fair
Market Value of one share of the Option Class of the Common Stock on the
Grant Date of the Reload Option.
(d) Expiration Date. Each Reload Option shall have the same Expiration Date as
the Underlying Option.
(e) No Reload Rights. No Reload Option shall have Reload Rights.
(f) Rate of Exercisability. Each Reload Option shall become exercisable in full
on the first anniversary of the Grant Date of the Reload Option.
(g) Forfeiture on Disposition of Shares Acquired in Exercise of Underlying
Option. Each Reload Option shall be forfeited if the Optionee disposes of
any of the shares issued on exercise of the Underlying Option, except in a
Permitted Disposition, before the date six months after the Exercise Date to
any Person other than the Company in the payment of Payroll Taxes on
exercise of the Underlying Option.
(h) Other Terms and Conditions. Except to the extent in conflict with the terms
set forth in this Article 11, the terms for Options granted under the Plan
as set forth in Section 7.01 shall apply to each Reload Option.
(i) Terms of Foreign Reload Options. A Foreign Reload Option shall be subject
to the terms and conditions set forth in the plan in which the underlying
reload right was granted.
11.03. Variant Reload Rights
Any terms of Reload Rights or Reload Options different from those set forth in
this Article 11 must be set forth in the Stock Option Agreement for the
Underlying Option.
Article 12
Change in Stock, Adjustments, Etc
If the outstanding Common Stock of the Company is 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 Person by reason of a
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, combination of shares, or a dividend payable in capital stock
(including a spin- off), or otherwise, the Committee shall make an appropriate
adjustment to 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 to the number and
kind of shares as to which outstanding Options, or portions thereof then
17
unexercised, shall be exercisable and to the Strike Price of the Options. Each
such adjustment to outstanding Incentive Stock Options shall be made in such a
manner as not to constitute a modification as defined in Code Section 424. If
any outstanding Options are subject to any conditions affected by the event, the
Committee shall also make appropriate adjustments to such conditions. Any such
adjustments 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 to sell or transfer all or any part
of its business or assets.
Article 13
Amendment and Termination
The Board may at any time amend or terminate the Plan as it considers advisable
and in the best interests of the Company, but no such termination or amendment
may
(i) without the consent of the Optionee, adversely affect or impair the
rights of the Optionee under any outstanding Option; or
(ii) be inconsistent with the provisions of the 1997 Program.
Article 14
Effective Date and Duration of the Plan
This Plan was initially effective as of February 17, 1990, and was continued as
a plan under the 1997 Program on the Program Adoption Date. No Option shall be
granted under the Plan after the last permissible date for the granting of
Options under the 1997 Program, but Options granted before that date may have
Expiration Dates that extend beyond such date.
Article 15
Definitions
15.01. 1989 Program
"1989 Program" means the Company's Long-Term Stock Incentive Program, approved
by the Company's shareholders on April 18, 1989.
15.02. 1997 Program
"1997 Program" means the Company's 1997 Long-Term Stock Incentive Pro- gram,
approved by the Company's shareholders on April 15, 1997, as amended from time
to time.
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15.03. Affiliate
"Affiliate" means those Persons, other than Subsidiaries of the Company,
designated from time to time by the Committee as such.
15.04. Authorized Officer
"Authorized Officer" means the Chief Executive Officer of the Company.
15.05. Board
"Board" means the board of directors of the Company.
15.06. Change in Control
"Change in Control" means the occurrence of any of the following events:
(i) the acquisition, directly or indirectly, by any "person" or "group" (as
those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the
Exchange Act, including, without limitation, Rule 13d-5(b)) of "beneficial
ownership" (as determined pursuant to Rule 13d-3 under the Exchange Act)
of securities entitled to vote generally in the election of directors
("voting securities") of the Company that represent 30% or more of the
combined voting power of the Company's then outstanding voting securities,
other than
(A) an acquisition by a trustee or other fiduciary holding securities
under any employee benefit plan (or related trust) sponsored or
maintained by the Company or any person controlled by the Company
or by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any person controlled by the Company,
or
(B) an acquisition of voting securities by the Company or a corporation
owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of the
stock of the Company, or
(C) an acquisition of voting securities pursuant to a transaction
described in clause (iii) below that would not be a Change in
Control under clause (iii);
(ii) a change in the composition of the Board that causes less than a majority
of the directors of the Company to be directors that meet one or more of
the following descriptions:
(A) a director who has been a director of the Company for a continuous
period of at least 24 months, or
(B) a director whose election or nomination as director was approved by
a vote of at least two-thirds of the then directors described in
clauses (ii)(A), (B), or (C) by prior nomination or election, but
excluding, for the purpose of this subclause (B), any director
whose
19
initial assumption of office occurred as a result of an actual or
threatened (y) election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a person or group other than the Board or
(z) tender offer, merger, sale of substantially all of the Company's
assets, consolidation, reorganization, or business combination that
would be a Change in Control under clause (iii) on consummation
thereof, or
(C) a director who is serving on the Board as a result of the consummation
of a transaction described in clause (iii) that would not be a Change
in Control under clause (iii);
(iii) the consummation by the Company (whether directly involving the Company
or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination
or (y) a sale or other disposition of all or substantially all of the
Company's assets or (z) the acquisition of assets or stock of another
entity, in each case, other than in a transaction
(A) that results in the Company's voting securities outstanding
immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting
securities of the Company or the person that, as a result of the
transaction, controls, directly or indirectly, the Company or owns,
directly or indirectly, all or substantially all of the Company's
assets or otherwise succeeds to the business of the Company (the
Company or such person, the "Successor Entity")) directly or
indirectly, at least 50% of the combined voting power of the
Successor Entity's outstanding voting securities immediately after
the transaction, and
(B) after which more than 50% of the members of the board of directors
of the Successor Entity were members of the Board at the time of
the Board's approval of the agreement providing for the transaction
or other action of the Board approving the transaction (or whose
election or nomination was approved by a vote of at least
two-thirds of the members who were members of the Board at that
time), and
(C) after which no person or group beneficially owns voting securities
representing 30% or more of the combined voting power of the
Successor Entity; provided, however, no person or group shall be
treated for purposes of this clause (C) as beneficially owning 30%
or more of the combined voting power of the Successor Entity solely
as a result of the voting power held in the Company before the
consummation of the transaction; or
(iv) a liquidation or dissolution of the Company.
For purposes of clarification, (x) a change in the voting power of the Company's
voting securities based on the relative trading values of the Company's
20
then outstanding securities as determined pursuant to the Company's Articles of
Incorporation or (y) an acquisition of the Company's securities by the Company
that, in either case, by itself (or in combination only with the other event
listed in this sentence) causes the Company's voting securities beneficially
owned by a person or group to represent 30% or more of the combined voting power
of the Company's then outstanding voting securities is not to be treated as an
"acquisition" by any person or group for purposes of clause (i) above. For
purposes of clause (i) above, the Company makes the calculation of voting power
as if the date of the acquisition were a record date for a vote of the Company's
shareholders, and for purposes of clause (iii) above, the Company makes the
calculation of voting power as if the date of the consummation of the
transaction were a record date for a vote of the Company's shareholders.
15.07. Code
"Code" means the Internal Revenue Code of 1986, as amended, or any successor
statute.
15.08. Code Section
"Code Section" is a reference to a particular section of the Code, and includes
any successor provision or the same or a successor provision as renumbered at
any time.
15.09. Committee
"Committee" means the the Organization, Compensation, and Nominating Committee
of the Board.
15.10. Common Stock
"Common Stock" means any class of the Company's publicly-traded common stock as
the Committee may determine to issue under the Plan, including the FON Stock and
the PCS Stock.
15.11. Company
"Company" means Sprint Corporation, a Kansas corporation, or its successor.
15.12. Corporate Secretary
"Corporate Secretary" means the secretary of the Company.
15.13. Director
"Director" means a member of the Board or a member of the board of directors of
a Subsidiary of the Company.
15.14. Employee
"Employee" means an employee of the Company or a Subsidiary of the Company.
15.15. Equity Security
21
"Equity Security" means an equity security as defined by the Exchange Act for
purposes of Exchange Act Section 16.
15.16. Exchange Act
"Exchange Act" means the Securities Exchange Act of 1934, as amended from time
to time and as interpreted and implemented by the rules and regulations issued
thereunder.
15.17. Exchange Act Section 16
"Exchange Act Section 16" means section 16 of the Exchange Act.
15.18. Executive Officer
"Executive Officer" means an officer of the Company that is subject to the
liability provisions of Exchange Act Section 16.
15.19. Exercise Date
"Exercise Date" has the meaning indicated in Section 8.01.
15.20. Exercise Price
"Exercise Price" means, with respect to the exercise of an Option, the Strike
Price of the Option multiplied by the number of shares with respect to which the
Option is being exercised.
15.21. Expiration Date
"Expiration Date" means, with respect to any Option, the last date on which the
Option may be exercised in the absence of an earlier forfeiture of the Option.
15.22. Fair Market Value
"Fair Market Value" means, with respect to any class of the Common Stock on any
date, the average of the high and low prices per share of that class of Common
Stock for composite transactions on that date, unless there was no trading in
that class of Common Stock on that date, in which case, on the most recent day
before that date on which that class of Common Stock was traded. The Fair Market
Value of shares of Restricted Stock shall be determined without taking into
account any restrictions.
"Fair Market Value" means, with respect to other property, the value of the
property as determined by the Committee.
15.23. FON Stock
"FON Stock" means the Series 1 FON Stock as described in the Company's articles
of incorporation.
15.24. Foreign Reload Option
"Foreign Reload Option" means a reload option issued with respect to an option
issued under a plan of Sprint's other than this Plan.
15.25. Grant Date
22
"Grant Date" means, with respect to any Option, the date on which the term of
the Option begins, as determined in Article 7 and Article 11.
15.26. Grantee
"Grantee" means, with respect to any Option, the Director or Employee to whom
the Option was originally granted, notwithstanding any subsequent transfer of
the Option under the terms of the Plan.
15.27. Incentive Stock Option
"Incentive Stock Option" means an Option designated as such in the action
granting the Option. This Plan's intent is that Incentive Stock Options meet the
requirements of Code Section 422.
15.28. Minimum Withholding Amount
"Minimum Withholding Amount" means, with respect to any Option exercise, the
amount the employer is required to withhold from the income of the Payroll
Taxpayer under the Payroll Tax laws.
15.29. Non-Qualified Option
"Non-Qualified Option" means any Option that is not an Incentive Stock Option.
15.30. Normal Retirement
"Normal Retirement" means, with respect to any Employee, Retirement at or later
than an age qualifying as "normal retirement" under the Company's defined
benefit pension plan, whether or not the person is a participant in the plan
and, with respect to any Director, termination of service as a Director at the
mandatory retirement age for members of the Board under its policies, as amended
from time to time, even if the Director serves on the board of a Subsidiary or
Affiliate.
15.31. Notice of Exercise
"Notice of Exercise" means the notice by an Optionee of the exercise of an
Option as set forth in Section 8.01.
15.32. Option
"Option" means the right, set forth in a written agreement between the Company
and an Optionee, authorized by this Plan to acquire a determinable number of
shares of the Option Class of Common Stock at a determinable price for a
determinable period of time and having such other terms as may be determined by
the Committee or Authorized Officer or as set forth in this Plan.
15.33. Option Class
"Option Class" means, with respect to any Option, the class of Common Stock
subject to purchase pursuant to the terms of the Option.
15.34. Optionee
23
"Optionee" means, with respect to any Option at any particular time, the holder
of the Option at that time.
15.35. Payroll Tax
"Payroll Tax" means any tax required by an employer to be withheld from wages
paid to its employees, including but not limited to federal income tax
withholding, Social Security and Medicare withholding taxes, and state and local
income tax withholding.
15.36. Payroll Taxpayer
"Payroll Taxpayer" has the meaning specified in Section 9.01.
15.37. PCS Stock
"PCS Stock" means the Series 1 PCS Stock as defined in the Company's articles of
incorporation.
15.38. Permitted Disposition
"Permitted Disposition" means, with respect to any Optionee, (i) a disposition
of shares by the Optionee in which the Optionee remains the sole beneficial
owner or (ii) a disposition upon death of the Optionee.
15.39. Person
"Person" means any individual, corporation, partnership, limited liability
company, business trust, or other entity.
15.40. Program Adoption Date
"Program Adoption Date" means April 15, 1997.
15.41. Plan
"Plan" means the 1990 Stock Option Plan, the terms of which are set forth in
this document.
15.42. Qualified Transferee
"Qualified Transferee" means a Qualified Trust.
15.43. Qualified Trust
"Qualified Trust" means a trust
(i) that is a grantor trust treated as owned by the Grantee under Subchapter
J of the Code;
(ii) of which the Grantee, the Grantee's spouse, or the Grantee's descendants
by blood, adoption, or marriage, are the sole beneficiaries; and
(iii) that, by its terms, may not be amended to violate the foregoing
restrictions so long as the trust is an Optionee under this Plan.
15.44. Reload Option
24
"Reload Option" means an Option granted upon exercise of an Option having Reload
Rights under the terms and conditions set forth in Article 11
15.45. Restricted Shares
"Restricted Shares" means shares of Common Stock that are substantially
nonvested within the meaning of Treasury regulations under Code Section 83.
15.46. Retirement
"Retirement" means, in the case of an Employee, termination of employment by an
employee who is entitled to receive payment of pension benefits in accordance
with the Sprint Retirement Pension Plan or his employer's defined benefit
pension plan, if any, immediately after the employee's Termination Date and, in
the case of a Director, termination of service as a Director after five years of
service as a Director.
15.47. Seasoned Shares
"Seasoned Shares" means, with respect to any Person on any date,
shares of Common Stock that
(i) are not Restricted Shares, were acquired by the Person from the Company,
and have been owned by the Person on that date for a period of at least
six months; or
(ii) were acquired by such Person other than from the Company.
15.48. Securities Act
"Securities Act" means the Securities Act of 1933, as amended from time to time
and as interpreted and implemented by the rules and regulations issued
thereunder.
15.49. Strike Price
"Strike Price" means, with respect to any Option, the price per share at which
the Optionee is entitled to purchase shares of Common Stock.
15.50. Subsidiary
"Subsidiary" means, with respect to any Person (the "Controlling
Person"),
(i) all Persons (the "Controlled Persons") in whom the Controlling Person,
together with its Subsidiaries, directly owns more than 50% of the voting
rights, and
(ii) all Subsidiaries of the Controlled Persons.
15.51. Tax Date
"Tax Date" means, with respect to any Option exercise, the date on which the
shares issued pursuant to the Option exercise become subject to federal income
taxation.
15.52. Termination Date
25
"Termination Date" means,
(i) with respect to any Employee, the date on which the Employee ceases to be
employed by the Company, any of its Subsidiaries, or any Affiliate, and
ceases to receive severance benefits under any applicable plans for the
payment of severance benefits by the employing entity, or
(ii) with respect to any Director, the date on which the Director's service as
a director ends.
15.53. Termination for Cause
In the case of an Employee, "Termination for Cause" means an involuntary
termination of employment because
(i) the employee has materially breached the Company's Code of Ethics, or the
code of ethics of the employer;
(ii) the employee has materially breached the Sprint Employee Agreement
Regarding Property Rights and Business Practices;
(iii) the employee has engaged in acts or omissions constituting dishonesty,
intentional breach of a fiduciary obligation, or intentional acts of
wrongdoing or misfeasance; or
(iv) the employee has acted intentionally and in bad faith in a manner that
results in a material detriment to the assets, business, or prospects of
the employer.
In determining whether any particular employee was Terminated for Cause, the
characterization of the reason for termination used for purposes of other
employee benefit plans of the Company or other employer shall apply to this
Plan.
In the case of a Director, "Termination for Cause" means removal for cause from
service as a director.
15.54. Total Disability
"Total Disability" means, in the case of employees, termination of employment
under circumstances that would make the employee eligible to receive benefits
under the employer's long-term disability plan and, in the case of Directors,
termination of service as a Director under circumstances that would make the
Director eligible to receive Social Security disability benefits.
15.55. Underlying Option
"Underlying Option" means, with respect to any Reload Option, the Option to
which the Reload Rights were attached and the exercise of which resulted in the
grant of the Reload Option.
15.56. Vesting Period
"Vesting Period" means, with respect to any Restricted Shares, the period during
which the shares continue to meet the definition of Restricted Shares.
26
15.57. Withholding Amount
"Withholding Amount" has the meaning specified in Section 9.02.
27