SPRINT SPECTRUM L.P.
1997 LONG-TERM INCENTIVE COMPENSATION PLAN
REVISED AMENDMENT No. 1
On or about February 20, 1998, pursuant to the authority vested in the
Compensation Committee, the Compensation Committee agreed to amend the
Termination and Normal Exercise provisions of the 1997 Long-Term Incentive
Compensation Plan. No other provisions or terms of that Plan have been modified
or terminated.
TERMINATION (as amended)
Vesting provisions upon termination are as follows:
Death or
Long Term Disability: Immediate vesting and payment of all unvested
units, will be valued based upon the July 1st
valuation immediately preceding the date of death
or disability. If death or company approved long
term disability occur on or after 7/1 but before
the results of the valuation for that Plan year
are available, payment will not be made until the
current Plan year valuation result is available.
Change of Control: Immediate vesting of all unvested units, based
upon a valuation performed as of the time of
change of control.
Involuntary Separation Vested units will be exercised immediately or as
Without Cause, Transfer soon as possible following termination date.
to a Partner, Reassign- Participants who assume a non-participating
ment to a Non- position or transfer to a partner may exercise
participating Position, vested units upon transfer or reassignment,OR hold
Constructive Discharge and exercise as soon as practicable after the next
(not involving Change of valuation. Management discretion will govern with
Control): respect to vested and unvested units in such cases
If termination, transfer to partner or non-
participating position occur on or after 7/1 but
before the results of the valuation for that Plan
year are available, payment will not be made until
the current Plan year valuation result is
available.
Voluntary Termination: Vested units will be exercised at termination and
will be valued based upon the July 1st valuation
immediately preceding the date of termination. If
termination occurs on or after 7/1 but before the
results of the valuation for that Plan year are
available, payment will not be made until the
current Plan year valuation result is available.
Discharge for Cause: All units, vested and unvested, are terminated and
cannot be exercised upon separation.
Retirement: Vested units may be exercised in the five year
period following retirement, but not later than
the units' expiration date. For purposes of this
Plan, the minimum retirement age is 55 and 10
years of credited service.
NORMAL EXERCISE (as amended)
Vested units may be exercised within 45 days following the most recent
valuation. The normal exercise period is then closed until the 45-day period
after the next available valuation, which is to be concluded as soon as
practicable after June 30th of each year.
All units, vested or non-vested, granted in 1997 (including pro- rata grants)
will expire in the 45 day period following the availability of the valuation for
June 30, 2007.