Exhibit 10(g)
1990 RESTRICTED STOCK PLAN
Section 1. Establishment.
Pursuant to the Sprint Long-Term Stock Incentive Program (the "Program"),
Sprint Corporation, a Kansas corporation (the "Company"), hereby establishes a
restricted stock plan to be named the 1990 Restricted Stock Plan (the "Plan").
Section 2. Purpose.
The purpose of the Plan is to aid the Company and its subsidiaries in
competing with other enterprises for the services of new key personnel needed to
help ensure their continued development. The Plan will also help the Company and
its subsidiaries retain key personnel.
Section 3. Administration.
The Plan shall be administered by the Organization and Compensation
Committee (the "Compensation Committee") of the Board of Directors of the
Company. Members of the Compensation Committee shall be Disinterested Persons as
defined in the Program. The Compensation Committee shall hold its meetings at
such times and places as it may determine. A majority of the Compensation
Committee shall constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by a majority of the Compensation Committee, shall be deemed the acts of the
Compensation Committee. The Compensation Committee may delegate to the Chief
Executive Officer of the Company (the "CEO") the right to grant awards of
restricted stock to employees of the Company and its subsidiaries who are not
officers or directors of the Company and to cancel or suspend such awards. The
CEO may not make awards of restricted stock to any one individual in excess of
30,000 shares of FON Stock nor 15,000 shares of PCS Stock and may not make
awards of restricted stock aggregating in excess of 100,000 shares of FON Stock
nor 50,000 shares of PCS Stock between meetings of the Compensation Committee.
The awards made by the CEO shall be reported to the Compensation Committee at
each of its meetings.
The Company shall issue shares of restricted stock under the Plan in
accordance with determinations made by the Compensation Committee or the CEO
pursuant to the provisions of the Plan and the Program. The Compensation
Committee from time to time may adopt (and thereafter amend and rescind) such
rules and regulations for carrying out the Plan and take such action in the
administration of the Plan, not inconsistent with the provisions of the Plan and
the Program, as it shall deem proper. Except as set forth in Section 6(a)
hereof, the Compensation Committee may accelerate the time or times at which
restrictions lapse and may waive any forfeiture of restricted stock. The
interpretation and construction of any provisions of the Plan by the
Compensation Committee shall, unless otherwise determined by the Board of
Directors of the Company, be final and conclusive. No member of the Board of
Directors or the Compensation
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any grant under it.
Section 4. Total Number of Shares Subject to Grant.
The maximum number of shares of FON Stock that may be issued under the
Plan shall not exceed 4,613,276, and the maximum number of shares of PCS Stock
that may be issued under the Plan shall not exceed 4,596,638, in both cases
subject to adjustment as provided in Section 7 hereof. The shares issued under
the Plan may be either treasury shares or authorized but unissued shares, as the
Board of Directors from time to time may determine. The maximum number of shares
of common stock which may be issued in any calendar year, together with shares
of common stock subject to other awards under the Program, shall not exceed the
limits set forth in Section 4(a) of the Program.
In the event that any outstanding shares of restricted stock under the
Plan are forfeited for any reason, such shares of common stock may again be
subject to grant under the Plan.
Section 5. Eligibility.
Restricted stock shall be granted only to key employees of the Company or
its subsidiaries, including new hires. No grants shall be made by the CEO to any
individual who is an officer or director of the Company or who will be proposed
to be elected as an officer or director at the next meeting of the Board of
Directors or Stockholders of the Company. The Compensation Committee or the CEO
will, in its discretion, determine the key employees to be granted restricted
stock, the time or times at which restricted stock shall be granted, the number
of shares to be granted and the duration of restrictions on the shares granted.
In making such determination, the Compensation Committee and the CEO may take
into consideration the value of the services rendered or to be rendered by the
respective individuals, their present and potential contributions to the success
of the Company and its affiliates and such other factors which the Compensation
Committee or the CEO may deem relevant in accomplishing the purposes of the
Plan.
No restricted stock may be granted to any individual who immediately after
the grant owns directly or indirectly stock possessing more than five percent
(5%) of the total combined voting power or value of all classes of stock of the
Company or any subsidiary. No person shall be eligible to receive a larger
number of shares of restricted stock than is recommended for such individual by
the Compensation Committee or the CEO.
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Section 6. Terms and Conditions of Grants.
Each grant under the Plan shall be evidenced by an Agreement in such form
not inconsistent with the Plan as the Compensation Committee or the CEO shall
determine; provided that the substance of the following terms and conditions be
included therein:
(a) Duration of Restrictions. The restrictions on restricted stock shall
lapse at such time or times as determined by the Compensation
Committee or the CEO; provided, however, that no restricted stock
shall become free of restrictions prior to the first anniversary date
of the granting of the restricted stock. At any time on or before the
13th calendar month preceding the date on which restrictions on shares
of restricted stock would otherwise lapse, the grantee may elect to
extend the period of restriction on all but not a portion of such
shares by six months or any multiple of six months. Unless the
Compensation Committee specifies otherwise with respect to a
particular grant of restricted stock, restrictions on restricted stock
outstanding at least one year shall lapse upon a Change in Control (as
defined in the 1990 Stock Option Plan or any successor plan).
(b) Nontransferable. The employee who receives restricted stock (the
"Grantee") may not sell, transfer, assign, pledge or otherwise
encumber or dispose of shares of restricted stock until such time as
all restrictions on such stock have lapsed except to a trust of which
the Grantee, the Grantee's spouse, or descendants of the Grantee are
the primary beneficiaries and which is a grantor trust treated as
owned by the Grantee under Subchapter J of the Internal Revenue Code,
upon the following terms:
(A) the Company receives, prior to such transfer, a true copy of the
trust agreement and an opinion from Grantee's counsel (1) that the
trust will be treated as a grantor trust owned by the Grantee under
Subchapter J of the Internal Revenue Code at all times until the
restrictions on such stock lapse or the stock is forfeited under the
terms of its grant, (2) that the terms of the trust provide that upon
the forfeiture of the restricted stock under the terms of its grant or
the earlier termination of the trust for whatever reason, ownership of
the restricted stock shall revert to the Grantee or to the Company,
(3) that 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 shares of restricted stock except to
the Company or to the Grantee, subject to the restrictions provided
for in this Plan, and (4) that, until the restrictions lapse, the
trustee is not authorized to incur liabilities on behalf of the trust,
other than to the beneficiaries of the trust; and
(B) the Grantee and the trustee of the trust shall execute stock
powers in blank to be held in the custody of the Company; and
(C) the Corporate Secretary of the Company may, in his discretion,
enforce the foregoing transfer restrictions by maintaining physical
custody of the certificate or certificates representing such shares of
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restricted stock, by placing a restrictive legend on such
certificates, by requiring the Grantee and the trustee to execute
other documents as a pre-condition to such transfer, or otherwise.
(c) Termination of Employment. If, before the restrictions on shares of
restricted stock lapse, the Grantee ceases to be employed by the
Company or a subsidiary of the Company for any reason (other than
death, disability, or involuntary termination without cause), the
shares of restricted stock that continue to be restricted shall be
forfeited and the Grantee or his representative shall sign any
document and take any other action required to assign said restricted
shares back to the Company. If the Grantee ceases to be employed by
reason of the grantee's death, total disability, or involuntary
termination without cause, restrictions on the restricted stock shall
lapse as of the grantee's termination date and the Company shall
release restrictions on the restricted shares as soon as practicable
thereafter. For purposes of this Plan, unless the Committee determines
otherwise at the time of grant, an employee who becomes employed by
Global One. (together with its subsidiaries, an "Affiliated Entity"),
shall not, except with respect to incentive stock options, be
considered to have terminated employment with the Company or a
subsidiary of the Company until his employment is terminated with all
Affiliated Entities without becoming employed by the Company or its
subsidiaries.
(d) Consideration. Each Grantee shall, as consideration for the grant of
restricted stock, agree in writing to remain in the employ of the
Company or of one of its subsidiaries, at the pleasure of the Company
or of such subsidiary, for the period of time until the restrictions
on the restricted stock lapse. Nothing contained in the Plan or in any
Agreement shall confer upon any Grantee any right with respect to
continuance of employment by the Company or its subsidiaries, nor
interfere in any way with the right of the Company or its subsidiaries
to terminate the Grantee's employment or change the Grantee's
compensation at any time.
(e) Interest in Competitor. In the event that any Grantee, without the
consent of the Compensation Committee, renders services to, or owns
any interest in (other than any nonsubstantial interest, as determined
by the Compensation 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 Compensation Committee, any
restricted stock shall automatically be forfeited. The decision of the
Compensation Committee on any such matters shall be final and binding
upon all concerned.
(f) Rights as Stockholder. Except as set forth in the Plan, a Grantee will
have all rights of a stockholder with respect to shares of restricted
stock, including the right to vote the shares of stock and the right
to dividends on the stock. The shares of restricted stock will be
registered in the name of the Grantee and the certificates evidencing
such shares shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to the award and shall be held
in escrow by the
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Company. The Grantee shall execute a stock power or powers assigning
the shares of restricted stock back to the Company, which stock powers
shall be held in escrow by the Company and used only in the event of
the forfeiture of any of the shares of restricted stock. A certificate
evidencing unrestricted shares of common stock shall be issued to the
Grantee promptly after the restrictions lapse on any restricted
shares.
(g) Stock Withholding Election. When taxes are withheld upon the lapse of
restrictions on restricted stock (the date on which such restrictions
lapse hereinafter referred to as the "Tax Date"), the Grantee may
elect to make payment for the withholding of federal, state and local
taxes, including Social Security and Medicare ("FICA") taxes, up to
the Grantee's marginal tax rate, by one or both of the following
methods:
(i) delivering part or all of the payment in previously-owned
shares of the same class as the restricted shares (which shall be
valued at fair market, as defined herein, on the Tax Date) which
shares, if acquired from the Company, must have been held for at least
six months; or
(ii) requesting the Company to withhold from those shares that
would otherwise be received upon the lapse of restrictions, a number
of shares having a fair market value (as defined herein) on the Tax
Date equal to the amount to be withheld. The amount of tax withholding
to be satisfied by withholding shares is limited to the minimum amount
of taxes, including FICA taxes, required to be withheld under federal,
state and local law.
Any fractional share amount and any additional withholding not paid
by the withholding or surrender of shares must be paid in cash. If no
timely election is made, cash must be delivered to satisfy all tax
withholding requirements.
Section 7. Change in Stock, Adjustments, Etc.
In the event that the outstanding shares of common stock of the Company
are hereafter increased or decreased or changed into or exchanged for a
different number of shares or kind of shares or other securities of the Company
or of another corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares, or a
dividend payable in capital stock, outstanding shares of restricted stock shall
be treated the same as other outstanding shares of common stock and appropriate
adjustment shall be made by the Compensation Committee in the number and kind of
shares that may be granted under the Plan and that may be granted by the CEO
under the Plan.
The grant of restricted stock pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate, or sell or transfer all or any part of
its business or assets.
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Section 8. Duration, Amendment and Termination.
The Board of Directors of the Company may at any time terminate the Plan
or make such amendments thereof as it shall deem advisable and in the best
interests of the Company; provided, however, that no such termination or
amendment shall, without the consent of the individual to whom any restricted
stock shall theretofore have been granted, affect or impair the rights of such
individual with respect to such restricted stock; and provided further, that any
such amendment shall be consistent with the provisions of the Program, as it may
be amended from time to time.
No restricted stock shall be granted under the Plan after April 15, 2007.
Section 9. Effectiveness of Plan.
This Plan shall be effective as of February 17, 1990.
Section 10. Date of Granting of Restricted Stock.
The granting of restricted stock pursuant to the Plan shall take place on
the date the Compensation Committee or the CEO decides to grant the restricted
stock. As soon as practicable but no later than twenty (20) days after the
granting of the restricted stock, the Company shall notify the employee of the
grant and, within sixty (60) days of the granting of the restricted stock, the
Company shall submit to the employee an Agreement duly executed by and on behalf
of the Company, and a stock power or powers with respect to the restricted
stock, with the request that the employee execute the Agreement and stock powers
within sixty (60) days after the mailing by the Company of the notice to the
employee. The employee shall execute the written Agreement and stock powers
within said 60-day period.
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