<PAGE>
As filed with the Securities and Exchange Commission on
May 16, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________
SPRINT CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-0457967
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
Post Office Box 11315, Kansas City, Missouri 64112
(Address of principal executive offices)
________________________
SPRINT CORPORATION
1990 STOCK OPTION PLAN
(Full title of the Plan)
________________________
DON A. JENSEN
Vice President and Secretary
P.O. Box 11315
Kansas City, Missouri 64112
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(913) 624-3326
________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering aggregate registration
to be registered registered price offering fee
per share price<FN-1>
<FN-1>
<S> <C> <C> <C> <C>
Shares of Common Stock
($2.50 par value) . . 8,500,000 $32.6875 $277,843,750 $95,809
<FN>
<FN-1>Estimated solely for purposes of determining the registration
fee in accordance with Rule 457(c) and (h). The average of the high
and low prices of the Common Stock on May 11, 1995, as reported
in the consolidated reporting system, was $32.6875.
</TABLE>
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus relating to this Registration Statement meets the
requirements for use in connection with the shares of common
stock registered under the following Registration Statements on
Form S-8: No. 33-59328 pertaining to the 1990 Stock Option Plan;
No. 33-35173 pertaining to the 1990 Stock Option Plan; No. 33-
28544 pertaining to the Sprint Communications Company Stock
Option Plan; No. 2-97322 pertaining to the 1985 Stock Option
Plan; No. 2-71704 pertaining to the 1981 Stock Option Plan; and
No. 2-62061 pertaining to the 1978 Stock Option Plan..
<PAGE> II-1
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Sprint Corporation
("Sprint") with the Securities and Exchange Commission (File No.
1-4721) are incorporated in this Registration Statement by
reference:
Sprint's Annual Report on Form 10-K for the year ended
December 31, 1994, its Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, and its Current Report on Form 8-K
dated March 27, 1995.
All documents subsequently filed by Sprint pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be part of this Registration Statement from the date of
the filing of such documents. Sprint expressly excludes from
such incorporation the Report of the Compensation Committee, the
Performance Graph and any Report on Repricing of Options/SARs
contained in any proxy statement filed by Sprint pursuant to
Section 14 of the Securities Exchange Act of 1934 subsequent to
the date of filing of this Registration Statement and prior to
the termination of the offering of the securities covered by this
Registration Statement.
Item 4. Description of Securities
The authorized capital stock of Sprint consists of
500,000,000 shares of Sprint Common Stock and 20,000,000 shares
of Sprint Preferred Stock. The authorized but unissued shares of
Sprint Preferred Stock are issuable in one or more series, with
such designations, preferences and relative, participating,
optional or special rights, if any, and the qualifications,
limitations or restrictions thereof as may be fixed and
determined by resolution of the Board of Directors of Sprint (the
"Sprint Board").
The following are brief summaries of certain provisions with
respect to Sprint Common Stock, par value $2.50 per share,
contained in Sprint's Articles of Incorporation, as amended. Such
statements are qualified in their entirety by reference to such
Articles. The term Preferred Stock, as hereinafter used,
includes the Preferred Stock-First Series, Convertible (the
"First Series"), Preferred Stock-Second Series, Convertible (the
"Second Series"), Preferred Stock-Third Series, 7-3/4% Cumulative
(the "Third Series"), and Preferred Stock-Fifth Series (the
"Fifth Series") and any other series hereinafter established by
the Sprint Board and issued by Sprint (including, if issued, the
Preferred Stock-Fourth Series, Junior Participating referred to
below under "Shareholder Rights"). Sprint Common Stock is listed
and traded on the New York, Chicago and Pacific Stock Exchanges.
<PAGE> II-2
Dividend Rights and Restrictions
Subject to certain dividend restrictions of indentures and
other borrowing agreements and to the preferential rights of the
Preferred Stock, holders of Sprint Common Stock are entitled to
dividends as declared thereon by the Sprint Board only out of net
income or earned surplus. The most restrictive covenants
applicable to dividends are contained in a revolving credit
agreement. Among other restrictions, this agreement requires
Sprint to maintain specified levels of consolidated net worth, as
defined. As a result of this requirement, $1.7 billion of
Sprint's $2.87 billion consolidated retained earnings was
effectively restricted from payment of dividends as of March 31,
1995. Before any dividends on Sprint Common Stock may be paid or
declared and set apart for payment, full cumulative dividends on
the Sprint Preferred Stock must be paid or declared and set apart
for payment. If Sprint fails to purchase the Fifth Series shares
upon tender by the holders, it is precluded from declaring or
paying dividends on its Common Stock until it has deposited the
funds necessary for the purchase of such shares. Upon the
issuance of other series of Preferred Stock, the Sprint Board may
provide for dividend restrictions on Sprint Common Stock as to
such series.
Voting Rights
Except as hereinafter noted, holders of Sprint Common Stock
and the First Series, the Second Series and the Fifth Series are
entitled at each stockholders' meeting of Sprint, as to each
matter to be voted upon, to cast one vote for each share held of
record on the books of Sprint.
The Preferred Stock is entitled to vote as a class with
respect to certain matters affecting preferences of the Preferred
Stock or creating prior ranking or parity stock. If six
quarterly dividends on any series of the Preferred Stock are in
arrears, or if any sinking fund payment on any series of the
Sprint Preferred Stock has been in arrears for more than one
year, the number of Sprint's directors will be increased by two
and the holders of Preferred Stock voting as a class will be
entitled to elect two directors until all arrears in dividends
and sinking fund payments have been paid, and in such event
Sprint Common Stock and all voting series of the Preferred Stock
would be entitled to elect the remaining directors. If no
dividends or less than full cumulative dividends on the Fifth
Series shall have been paid for each of four consecutive dividend
periods, or if arrearages in the payment of dividends on the
Fifth Series shall have cumulated in an amount equal to full
cumulative dividends on the Fifth Series for six quarterly
dividend periods, the holders of the Fifth Series, acting alone,
will be entitled to elect the smallest number constituting a
majority of Sprint's Directors then to be elected until all
arrears in such dividends are paid or set aside for payment.
The Sprint Board is divided into three classes, with each
class consisting, as nearly as possible, of one-third of the
total number of directors and serving a staggered three-year
term. Only one class is elected each year, and it is elected for
a three-year term. Sprint stockholders are not entitled to
cumulative voting rights in the election of directors.
<PAGE> II-3
Sprint's Articles of Incorporation require that certain
business combinations initiated by a holder of at least 10
percent of Sprint's voting stock must be approved by the holders
of 80 percent of the outstanding voting stock.
Restriction on Purchase of Equity Securities by Sprint
Sprint's Articles of Incorporation prohibit Sprint from
purchasing its own equity securities from an owner of 5 percent
or more of such equity securities (if any of the securities have
been held for less than two years) at a premium over market price
unless Sprint either (1) obtains the approval of the holders of a
majority of the shares of Sprint's outstanding voting stock
(excluding the shares held by the 5 percent security holder) or
(2) makes a tender or exchange offer to purchase securities of
the same class on the same terms to all holders of such equity
securities.
Shareholder Rights
Each share of Sprint Common Stock issued prior to the
occurrence of certain takeover events has one-half of a Right
attached in accordance with the terms of a Shareholder Rights
Plan adopted by Sprint on August 8, 1989. The Rights do not
become exercisable and do not separate from the shares of Common
Stock until the occurrence of such takeover events. Each Right,
when it becomes exercisable, entitles the holder to purchase a
unit consisting of one one-hundredth of a share of Preferred
Stock-Fourth Series, Junior Participating at a price of $235 per
unit, or to purchase Sprint Common Stock or common stock of the
acquiring company having a value equal to two times the exercise
price of the Right, depending upon the circumstances. Under
certain circumstances, Rights beneficially owned by a person or
group of affiliated or associated persons who have acquired, or
obtained the right to acquire, beneficial ownership of 20 percent
or more of the outstanding shares of Sprint Common Stock become
null and void. The Rights may be redeemed by Sprint at a price
of one cent per Right and expire on September 8, 1999.
Liquidation Rights
In the event of liquidation, holders of Sprint Common Stock
will be entitled to share ratably in any assets remaining after
the satisfaction in full of the prior rights of creditors,
including holders of Sprint indebtedness, and the aggregate
liquidation preference of any Sprint Preferred Stock then
outstanding.
Preemptive Rights
No holder of shares of Sprint Common Stock or any other
capital stock of Sprint is entitled to preemptive rights or
subscription rights, other than pursuant to the Rights referred
to under "Shareholder Rights" above.
<PAGE> II-4
Fully Paid
The outstanding shares of Sprint Common Stock are, and the
shares of Sprint Common Stock offered hereby when issued will be,
fully paid and nonassessable.
Transfer Agents and Registrars
The Transfer Agents and Registrars for Sprint Common Stock
are UMB Bank, n.a. (Missouri), and Chemical Bank (New York).
Item 5. Interests of Named Experts and Counsel.
The validity of the authorized and unissued shares of Sprint
Common Stock to be issued under the 1990 Stock Option Plan upon
the exercise of stock options or stock appreciation rights was
passed upon by Don A. Jensen, Esq., Vice President and Secretary
of Sprint.
Item 6. Indemnification of Directors and Officers.
Consistent with Section 17-6305 of the Kansas Statutes
Annotated, Article IV, Section 11 of the Bylaws of Sprint
provides that Sprint will indemnify directors and officers of the
corporation against expenses, judgments, fines and amounts paid
in settlement in connection with any action, suit or proceeding
if the director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests
of Sprint. With respect to a criminal action or proceeding, the
director or officer must also have had no reasonable cause to
believe his conduct was unlawful.
Under Section 11, Sprint may purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee or agent of Sprint, or who is or was serving at the
request of Sprint as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against any liability arising out of his status as
such, whether or not Sprint would be required to indemnify such
persons against such liability. Sprint carries standard
directors and officers liability coverage for its directors and
officers. Subject to certain limitations and exclusions, the
policies reimburse Sprint for liabilities indemnified under
Section 11 and indemnify directors and officers of Sprint against
additional liabilities not indemnified under Section 11.
Sprint has entered into indemnification agreements with its
directors and officers. These agreements provide for the
indemnification, to the full extent permitted by law, of
expenses, judgments, fines, penalties and amounts paid in
settlement incurred by the director or officer in connection with
any threatened, pending or completed action, suit or proceeding
on account of service as a director, officer or agent of Sprint.
<PAGE> II-5
Item 8. Exhibits.
Exhibit
Number Exhibit
4A. Article Fifth, Article Sixth, Article Seventh and
Article Eighth of the Articles of Incorporation of
Sprint Corporation (the Articles of Incorporation are
filed as Exhibit 4 to Sprint Corporation's Current
Report on Form 8-K dated March 9, 1993 and incorporated
herein by reference).
4B. Rights Agreement dated as of August 8, 1989, between
Sprint Corporation (formerly United Telecommunications,
Inc.) and UMB Bank, n.a. (formerly United Missouri Bank
of Kansas City, N.A.) as Rights Agent (filed as Exhibit
2(b) to Sprint Corporation's Registration Statement on
Form 8-A dated August 11, 1989 (File No. 1-4721) and
incorporated herein by reference).
4C. Amendment and supplement dated June 4, 1992 to Rights
Agreement dated as of August 8, 1989 (filed as Exhibit
2(c) to Amendment No. 1 on Form 8 dated June 8, 1992 to
Sprint Corporation's Registration Statement on Form 8-A
dated August 11, 1989 (File No. 1-4721), and
incorporated herein by reference).
5. Opinion and consent of Don A. Jensen, Esq.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Arthur Andersen LLP.
23-C. Consent of Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney is contained on page II-7 of this
Registration Statement.
99. 1990 Stock Option Plan, as amended.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of
the securities being registered are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, unless such
information is contained in a periodic report filed by
the registrant pursuant to Section 13 or Section
<PAGE> II-6
15(d) of the Securities Exchange Act of 1934 and incorporated
herein by reference;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement,
unless such information is contained in a periodic
report filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
and incorporated herein by reference; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions described under Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act, and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Westwood, State of Kansas, on the 16th day of May,
1995.
SPRINT CORPORATION
By /s/ W. T. Esrey
(W. T. Esrey, Chairman of the Board)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sprint
Corporation, hereby severally constitute W. T. Esrey, A. B.
Krause and J.R. Devlin and each of them singly, our true and
lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities
indicated below the Registration Statement filed herewith and any
and all amendments to said Registration Statement, and generally
to do all such things in our name and behalf in our capacities as
officers and directors to enable Sprint Corporation to comply
with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be
signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and Power of Attorney have been
signed by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
Chairman of the Board and )
Chief Executive Officer )
/s/ W. T. Esrey (Principal Executive )
(W. T. Esrey) Officer) )
)
Executive Vice President )
and Chief Financial Officer )
/s/ A. B. Krause (Principal Financial ) May 16, 1995
(A. B. Krause) Officer) )
)
Senior Vice President and )
Controller )
/s/ J. P. Meyer (Principal Accounting )
(J. P. Meyer) Officer) )
<PAGE> II-8
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ DuBose Ausley Director )
(DuBose Ausley) )
)
/s/ W. L. Batts Director )
(W. L. Batts) )
)
/s/ R. M. Davis Director )
(R. M. Davis) )
)
/s/ Donald J. Hall Director )
(D. J. Hall) )
)
/s/ Harold S. Hook Director )
(H. S. Hook) )
)
/s/ R. E. R. Huntley Director ) May 16, 1995
(R. E. R. Huntley) )
)
/s/ Ronald T. LeMay Director )
(R. T. LeMay) )
)
/s/ Linda K. Lorimer Director )
(L. K. Lorimer) )
)
/s/ C. H. Price Director )
(C. H. Price II) )
)
/s/ F. E. Reed Director )
(F. E. Reed) )
)
/s/ C. E. Rice Director )
(C. E. Rice) )
)
/s/ Stewart Turley Director )
(Stewart Turley) )
</TABLE>
<PAGE>
Exhibit Index
Exhibit
Number Page
4A. Article Fifth, Article Sixth, Article Seventh and
Article Eighth of the Articles of Incorporation of
Sprint Corporation (the Articles of Incorporation
are filed as Exhibit 4 to Sprint Corporation's
Current Report on Form 8-K dated March 9, 1993 and
incorporated herein by reference).
4B. Rights Agreement dated as of August 8, 1989,
between Sprint Corporation (formerly United
Telecommunications, Inc.) and UMB Bank, n.a.
(formerly United Missouri Bank of Kansas City,
N.A.) as Rights Agent (filed as Exhibit 2(b) to
Sprint Corporation's Registration Statement on
Form 8-A dated August 11, 1989 (File No. 1-4721)
and incorporated herein by reference).
4C. Amendment and supplement dated June 4, 1992 to
Rights Agreement dated as of August 8, 1989 (filed
as Exhibit 2(c) to Amendment No. 1 on Form 8 dated
June 8, 1992 to Sprint Corporation's Registration
Statement on Form 8-A dated August 11, 1989 (File
No. 1-4721), and incorporated herein by
reference).
5. Opinion and consent of Don A. Jensen, Esq.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Arthur Andersen LLP.
23-C. Consent of Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
26. Power of Attorney is contained on page II-7 of
this Registration Statement.
99. 1990 Stock Option Plan, as amended.
<PAGE>
Exhibit 5
May 16, 1995
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 8,500,000 Shares of Common Stock (par value $2.50 per
share) of Sprint Corporation, issuable in connection with
the 1990 Stock Option Plan
Gentlemen:
I have acted as your counsel in connection with the proposed
offering, issuance and sale of an aggregate of 8,500,000
additional shares of your Common Stock ("Additional Shares"),
$2.50 par value, referred to in the Registration Statement on
Form S-8 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act"). In such connection, I have
examined the Registration Statement and I am familiar with the
corporate proceedings taken by your Board of Directors and
officers in connection with the authorization, issuance and sale
of the Additional Shares and related matters, and I have reviewed
such documents, records and matters of law as I have considered
necessary for rendering my opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that:
1. Sprint Corporation is a corporation duly organized and
validly existing under the laws of the State of Kansas.
2. The 1990 Stock Option Plan and the Additional Shares
have been duly and validly authorized and, when (i) the
Registration Statement has become effective under the Act
and (ii) the Additional Shares are issued and sold in the
manner and upon the terms set forth in the 1990 Stock Option
Plan, such Additional Shares will be legally issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent
is required under Section 7 of the Act.
Very truly yours,
/s/ Don A. Jensen
Don A. Jensen
DAJ/lb
<PAGE>
Exhibit 23-A
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sprint Corporation 1990
Stock Option Plan of our report dated January 31, 1995, with
respect to the consolidated financial statements and schedule of
Sprint Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1994, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
May 16, 1995
<PAGE>
Exhibit 23-B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report on the financial statements of
Centel Corporation (a Kansas corporation) dated February 3,
1993, included in Sprint Corporation's Annual Report on Form
10-K for the year ended December 31, 1994, which document is
incorporated by reference in Sprint Corporation's Form S-8
registering 8,500,000 shares of common stock for the Sprint
Corporation 1990 Stock Option Plan.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
May 15, 1995
<PAGE>
1990 STOCK OPTION PLAN
(As Amended February 16, 1991, April 16, 1991,
August 13, 1991, December 8, 1992, February 18, 1995
and April 18, 1995)
Section 1. Establishment.
Pursuant to the Sprint Corporation Long-Term Stock
Incentive Program (the "Program"), Sprint Corporation, a
Kansas corporation (the "Company"), hereby establishes a
stock option plan to be named the 1990 Stock Option Plan
(the "Plan"), for officers and key employees of the Company
and its subsidiaries.
Section 2. Purpose.
The purpose of the Plan is to induce officers and key
employees of the Company and its subsidiaries, who are in a
position to contribute materially to the prosperity thereof,
to remain with the Company or its subsidiaries, to offer
them incentives and reward in recognition of their share in
the Company's progress, and to encourage them to continue to
promote the best interests of the Company and its
affiliates. The Plan will also aid the Company and its
subsidiaries in competing with other enterprises for the
services of new key personnel needed to help insure their
continued development.
Options granted to an optionee shall be either
Incentive Stock Options within the meaning of Section 422A
of the Internal Revenue Code of 1986, as amended, or
Nonstatutory Stock Options, provided that no Incentive Stock
Options shall be granted which would permit options first
exercisable in any calendar year to exceed the limitations
set forth in Section 6(a) hereof. Options which become
first exercisable in any calendar year in excess of said
limitations shall be Nonstatutory Stock Options. Options
designated "Nonstatutory Stock Options" shall not be
restricted by the limitations of said Section 6(a) and shall
not be treated as Incentive Stock Options.
Section 3. Administration.
The Plan shall be administered by the Organization and
Compensation Committee (the "Committee") of the Board of
Directors of the Company. Members of the Committee shall be
Disinterested Persons as defined in the Program. The
Committee shall hold its meetings at such times and places
as it may determine. A majority of the Committee shall
constitute a quorum and the acts of a majority of the
members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee,
shall be deemed the acts of the Committee. The Company
shall grant options and related Stock Appreciation Rights
("SARs") under the Plan in accordance with determinations
made by the Committee pursuant to the provisions
of the Plan and the Program. The Committee from time to
time may adopt (and thereafter amend and rescind) such rules
and regulations for carrying out the Plan and take such
action in the administration of the Plan, not inconsistent
with the provisions of the Plan and the Program, as it shall
deem proper. The interpretation and construction of any
provisions of the Plan by the Committee shall, unless
otherwise determined by the Board of Directors of the
Company, be final and conclusive. No member of the Board of
Directors or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or
any option granted under it.
Section 4. Total Number of Shares to be Optioned.
The maximum number of shares of common stock ($2.50 par
value) of the Company which may be issued upon exercise of
options under the Plan shall not exceed 17,000,000 (subject
to adjustment as provided in Section 11 hereof). The shares
sold under the Plan may be either treasury shares or
authorized but unissued shares, as the Board of Directors
from time to time may determine. The maximum number of
shares of common stock which may be issued upon exercise of
options granted in any calendar year, together with shares
of common stock subject to other awards under the Program,
shall not exceed the limits set forth in Section 4(a) of the
Program.
In the event that any outstanding options under the
Plan for any reason expire or are terminated, the shares of
common stock of the Company allocable to the unexercised
portion of all of such options may again be subject to an
option under the Plan.
Section 5. Eligibility.
Options shall be granted only to officers and key
employees of the Company or its subsidiaries. The Committee
will, in its discretion, determine the officers and key
employees to be granted options, the time or times at which
options shall be granted, the number of shares subject to
each option, whether the options are Incentive Stock Options
or Nonstatutory Stock Options, any conditions on the
exercise of the options, and the manner in which options may
be exercised. In making such determination, the Committee
may take into consideration the value of the services
rendered by the respective individuals, their present and
potential contributions to the success of the Company and
its affiliates and such other factors which the Committee
may deem relevant in accomplishing the purpose of the Plan.
No option may be granted to any individual who
immediately after the option grant owns directly or
indirectly stock possessing more than five percent (5%) of
the total combined voting power or value of all classes of
stock of the Company or any subsidiary.
An individual may be granted more than one option but
only on the terms and subject to the restrictions
hereinafter set forth. No person shall be eligible to
receive an option for a larger number of shares than is
recommended for such individual by the Committee.
Section 6. Limitation on Incentive Stock Options.
(a) General Rule. The aggregate fair market value
(determined at the time the option is granted) of the stock
with respect to which Incentive Stock Options are
exercisable for the first time during any calendar year by
the optionee under all plans of the Company and its
subsidiaries shall not exceed $100,000 or, if different, the
maximum limitation in effect at the time of grant under
Section 422A of the Internal Revenue Code of 1986, as
amended, or any successor provision, and any regulations
promulgated thereunder.
(b) Fair Market Value. Fair market value shall be
deemed to be the average of the high and low prices of the
common stock of the Company for composite transactions as
published by major newspapers for the date the Incentive
Stock Option is granted or, if no sale of the Company's
stock shall have been made on that day, the next preceding
day on which there was a sale of such stock.
Section 7. Terms and Conditions of Options.
Each option granted under the Plan shall be evidenced
by a Stock Option Agreement in such form not inconsistent
with the Plan as the Committee shall determine, provided
that such Stock Option Agreement clearly and separately
identifies Nonstatutory Stock Options and Incentive Stock
Options and that the substance of the following terms and
conditions be included therein:
(a) Option Price. The price at which each share of
common stock covered by such option may be purchased shall
be determined by the Committee and shall be no less than one
hundred percent (100%) of the fair market value of the stock
on the date the option is granted. Fair market value shall
be deemed to be the average of the high and low prices of
the common stock of the Company for composite transactions
as published by major newspapers for the date the option is
granted or, if no sale of the Company's stock shall have
been made on that day, the next preceding day on which there
was a sale of such stock.
(b) Nontransferable. The option and any related SAR
shall not be transferable by the optionee otherwise than by
will or by the laws of descent and distribution; provided
that, if so determined by the Committee, an optionee may, in
the manner established by the Committee, designate a
beneficiary to exercise the option and any related SAR upon
the death of the optionee. During the optionee's lifetime,
the option and any related SAR may be exercised only by the
optionee or, if permissible under applicable law, by the
guardian or representative of the optionee.
(c) Exercise of Option. The option and any related
SAR, if exercised by the optionee, may be exercised
(subject, however, to the provisions of Section 9, and if
applicable, Section 10) only if the optionee has been an
employee of the Company or of any subsidiary thereof at all
times during the period beginning with the date of the
granting of the option and ending on the day three (3)
months before the date of such exercise; provided, however,
that in the case of an optionee who is a retiree of the
Company or of any subsidiary thereof or who becomes
permanently and totally disabled, the three (3) months shall
be extended to twelve (12) months for options designated
"Incentive Stock Options" and to five (5) years for options
designated "Non-statutory" Stock Options" (for this purpose,
a retiree is a person who is entitled to receive pension
benefits in accordance with the Sprint Retirement Pension
Plan immediately upon termination of employment). Options
granted under the Plan shall not be affected by any change
of duties or position so long as the optionee continues to
be an employee of the Company or of a subsidiary. Only
those options exercisable at the date the optionee's
employment is terminated may be exercised during the period
following such termination, whether such termination is by
retirement or otherwise.
(d) Term of Option. The option and any related SAR
shall not be exercisable after the expiration of ten (10)
years from the date the option was granted.
(e) Death of Optionee. In the event of the death of
an optionee during the period in which an option is
exercisable (as set forth in Section 7(c) above), the option
theretofore granted to such person and any related SAR shall
be exercisable only within the twelve (12) months next
succeeding such death, and then only (i) by the executor or
administrator of the optionee's estate, by the person or
persons to whom the optionee's rights under the option shall
pass by the optionee's will or the laws of descent and
distribution, or, if a beneficiary has been designated in
accordance with Section 7(b) above, by the beneficiary, and
(ii) if and to the extent that the optionee was entitled (or
deemed to be entitled by the Committee) to exercise the
option at the date of the optionee's death, provided that in
no event shall the option be exercisable more than ten (10)
years after the date it was granted.
Section 7A. Reload Options.
In connection with non-qualified options (including
newly-granted options or outstanding options granted under
the Plan or any other stock option plan of the Company or of
US Sprint Communications Company Limited Partnership), the
Committee may provide that an optionee has the right to a
reload option, which shall be subject to the following terms
and conditions:
(a) Grant of the Reload Option; Number of Shares,
Price. Subject to subsections (b) and (c) of this Section
7A and to the availability of shares to be optioned under
the Plan, if an optionee has an option (the "original
option") with reload rights and pays for the exercise of the
original option by surrendering common stock of the Company,
the optionee shall receive a new option ("reload option")
for the number of shares so surrendered at an option price
equal to the fair market value of the stock on the date of
the exercise of the original option.
(b) Minimum Purchase Required. A reload option will
be granted only if the exercise of the original option is an
exercise of at least 25% of the total number of shares
granted under the original option (or an exercise of all the
shares remaining under the original option if less than 25%
of the shares remain to be exercised).
(c) Other Requirements. A reload option will not be
granted: (1) if the market value of the common stock of the
Company on the date of exercise of the original option is
less than the exercise price of the original option; (2) if
the optionee is no longer an employee of Sprint or a Sprint
subsidiary; or (3) if the original option is exercised less
than one year prior to the expiration of the original
option.
(d) Term of Option. The reload option shall expire on
the same date as the original option.
(e) Type of Option. The reload option shall be a non-
qualified option.
(f) No Additional Reload Options. The reload options
shall not include any right to a second reload option.
(g) Date of Grant, Vesting. The date of grant of the
reload option shall be the date of the exercise of the
original option. The reload options shall be exercisable in
full beginning one year from date of grant; provided,
however, that all shares purchased upon the exercise of the
original option (except for any shares withheld for tax
withholding obligations) shall not be sold, transferred or
pledged within six months from the date of exercise of the
original option. In no event shall a reload option be
exercised after the original option expires as provided in
subsection (d) of this Section 7A.
(h) Stock Withholding; Grants of Reload Options. If
the other requirements of this Section 7A are satisfied, and
if shares are withheld or shares surrendered for tax
withholding pursuant to Section 17, a reload option will be
granted for the number of shares surrendered as payment for
the exercise of the original option plus the number of
shares surrendered or withheld to satisfy tax withholding.
In connection with reload options for officers who are
subject to Section 16 of the Securities Exchange Act of 1934
("Insiders"), the Committee may at any time impose any
limitations which, in the Committee's sole discretion, are
necessary or desirable in order to comply with Section 16(b)
of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, or in order to obtain any exemption
therefrom.
(i) Other Terms and Conditions. Except as otherwise
provided in this Section 7A, all the provisions of the 1990
Stock Option Plan shall apply to reload options granted
pursuant to this Section 7A.
Section 8. Consideration for Options.
Each optionee shall, as consideration for the grant of
the option, agree in writing to remain in the employ of the
Company or of one of its subsidiaries, at the pleasure of
the Company or of such subsidiary, for at least (1) year
from the date of the granting of such option or until
earlier termination of the optionee's employment effected or
approved by the Company or by such subsidiary. In the event
of a violation by the optionee of such agreement, any
options still held by such person at the time of such
violation shall automatically terminate. The Committee may
waive this requirement in the case of any optionee. Nothing
contained in the Plan, or in any option granted pursuant to
the Plan, nor in any agreement made pursuant to the
provisions of this Section 8, shall confer upon any optionee
any right with respect to continuance of employment by the
Company or its subsidiaries, nor interfere in any way with
the right of the Company or its subsidiaries to terminate
the optionee's employment or change the optionee's
compensation at any time.
Section 9. Exercise of Options - Purchase of Shares.
Options and related SARs shall be exercisable at such
time or times, and upon the satisfaction of such conditions,
as determined by the Committee; provided, however, that
unless otherwise determined by the Committee, no Incentive
Stock Option shall be exercisable during the year ending on
the day before the first anniversary date of the granting of
the Incentive Stock Option. An optionee's right to purchase
shares with respect to shares which become exercisable shall
be cumulative during the term of the option. An option
shall be exercisable by purchase of shares only upon payment
to the Company of the full purchase price of the shares with
respect to which the option is exercised; provided, however,
that the Company shall not be required to issue or deliver
any certificates for shares of common stock purchased upon
the exercise of an option prior to (i) if requested by the
Company, the filing with the Company by the optionee or
purchaser acting under Section 7(e) hereof of a
representation in writing that at the time of such exercise
it is the optionee's or purchaser's then present intention
to acquire the shares being purchased for investment and not
for resale, or (ii) the completion of any registration or
other qualification of such shares under any state or
federal laws or rulings or regulations of any government
regulatory body, which the Company shall determine to be
necessary or advisable.
Payment for the shares shall be either in United States
dollars, payable in cash or by check, or by surrender of
stock certificates representing like common stock of the
Company having an aggregate fair market value, determined as
of the date of exercise, equal to the number of shares with
respect to which such option is exercised multiplied by the
option price per share; provided that the Committee may
impose whatever restrictions it deems necessary or desirable
with respect to the payment for shares by the surrender of
stock certificates representing like common stock of the
Company. The fair market value of common stock on the date
of exercise of an option shall be determined in the same
manner as the fair market value of common stock on the date
of grant of an option is determined pursuant to Section
7(a). Such payment shall be accompanied by a written
request for the shares purchased. An option shall be deemed
exercised on the date such payment and written request are
received by the Secretary of the Company.
In addition, for all nonqualified options outstanding on
February 17, 1995, or issued thereafter, certain optionees, as
determined by the Committee, may elect to deliver restricted
shares of the Company's common stock in payment of the
exercise price notwithstanding restrictions on
transferability to which such shares are subject, and the
Company shall be authorized to issue restricted shares of
common stock upon the exercise of such stock options,
subject to the following conditions:
(a) The optionee shall elect a vesting period for the
restricted common stock to be received upon exercise of the
option of between six (6) months and ten (10) years, but in
no event may an optionee elect a vesting period shorter than
the period provided in paragraph (c) hereof.
(b) Restricted common stock issued upon an exercise
shall include the right to have stock withheld for taxes on
the lapse of the restrictions. Notwithstanding any other
provisions to the contrary in the Plan, no reload option
shall be granted for shares withheld or delivered in payment
of taxes upon the lapse of restrictions.
(c) Restricted common stock received in such an
exercise or from an election to receive a Long-Term
Incentive Plan payout in restricted stock, or any Restricted
Stock Award granted pursuant to the Long-Term Stock
Incentive Program, shall be eligible for use in payment of
the exercise price of a stock option, so long as all the
shares received as a result of such an exercise are
restricted for a period at least as long as, and with terms
at least as restrictive as the terms of, the restricted
common stock used in payment. Any such restricted common
stock so delivered in payment of the exercise price shall
have an aggregate fair market value (determined as of the
date of exercise and in the same manner as the fair market
value of unrestricted common stock of the Company on the
date of exercise of an option is determined pursuant to
Section 7(a)) equal to the number of shares with respect to
which such option is exercised, multiplied by the exercise
price per share.
(d) Restricted common stock received in an exercise of
a stock option shall be forfeited in the event that vesting
conditions are not satisfied, subject to the discretion of
the Committee, except in the case of death, disability,
normal retirement, or involuntary termination for reasons
other than cause, in which case all restrictions lapse;
provided, however, that in no event shall restrictions lapse
if the restrictions on shares used to pay for the exercise
would not have lapsed under the same conditions.
(e) The optionee who receives restricted stock 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: (i) to the
Company in payment of the exercise price of a stock option
issued by the Company under any employee stock option plan
adopted by the Company that provides for payment of the
exercise price in the form of restricted stock, provided
that such payment is made in accordance with the terms of
such plan; or (ii) to a trust of which the optionee, the
optionee's spouse, or descendants of the optionee are the
primary beneficiaries and which is a grantor trust treated
as owned by the optionee under Subchapter J of the Internal
Revenue Code, upon the following terms:
(A) the Company receives, prior to such transfer, an
opinion from optionee's counsel (1) that the trust will
be treated as a grantor trust and will be treated as
being owned by the optionee at all times until the
restrictions on such stock lapse or the stock is
forfeited under the terms of its grant, (2) with
respect to any trust structured as a grantor retained
annuity trust, that the annuity period ends after the
last date on which restrictions on such stock can
lapse, (3) 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 optionee or to the Company,
(4) 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 optionee, subject to the restrictions
provided for in this Plan, and (5) that the trustee is
not authorized to incur liabilities on behalf of the
trust, other than to the beneficiaries of the trust;
and
(B) the optionee 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 restricted
stock, by placing a restrictive legend on such
certificates, by requiring the optionee and the trustee
to execute other documents as a pre-condition to such
transfer, or otherwise.
(f) In the case of early retirement, the lapse of
restrictions may be accelerated at the discretion of the
Committee, provided, however, that in no event shall
restrictions lapse if the restrictions on shares used to pay
for the exercise would not have lapsed under the same
conditions.
(g) The Corporate Secretary shall have the discretion
and authority to establish any and all procedures, including
the requirement of election forms, which he deems necessary
or desirable for the orderly administration of such
exercises.
No optionee or optionee's beneficiary, executor or
administrator, legatees or distributees, as the case may be,
will be, or will be deemed to be, a holder of any shares
subject to an option unless and until a stock certificate or
certificates for such shares are issued to such person or
them under the terms of the Plan. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or
other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in
Section 11 hereof.
In the event that any optionee shall be dismissed from
the employ of the Company or any of its subsidiaries for any
reason which in the opinion of the Committee shall
constitute good cause for dismissal, any option still held
by such person at such time shall automatically terminate.
The decision of the Committee as to what shall constitute
good cause for dismissal shall be final and binding upon all
concerned.
In the event that any optionee, without the consent
of the Committee, while employed by the Company or any
affiliate of the Company or after termination of such
employment, becomes associated with, employed by, renders
services to, or owns any interest in (other than any
nonsubstantial interest, as determined by the Committee),
any business that is in competition with the Company or
with any business in which the Company has a substantial
interest, as determined by the Committee, any option still
held by such person at such time shall automatically
terminate. The decision of the Committee on any such
matters shall be final and binding upon all concerned.
Section 10. Exercise of Options - Stock Appreciation
Rights.
In addition to providing for the exercise of an option
as set forth in Section 9, at the time of grant of such
option the Committee may by separate agreement, in
conjunction with all or part of any option granted under the
Plan, permit an optionee to exercise the option in an
alternative manner based on the appreciated value of the
common stock subject to option; provided, however, that no
SAR granted to an optionee who is subject to Section 16(b)
of the Exchange Act (an "Insider") shall be exercisable
during the six-month period following the date of grant,
except that such limitation shall not apply in the event of
death or physical disability of such optionee occurring
prior to the expiration of such six-month period. SARs may
be exercised by an optionee by surrendering the related
option or applicable portion thereof. Upon such exercise
and surrender, the optionee shall be entitled to receive
the value of such SARs determined in the manner prescribed
in this Section 10. Options which have been so surrendered,
in whole or in part, shall no longer be exercisable.
Each agreement evidencing SARs shall clearly and
separately identify the Nonstatutory Stock Options and
Incentive Stock Options to which it relates and shall
contain such terms and conditions not inconsistent with
other provisions of the Plan and the Program as shall be
determined from time to time by the Committee, which shall
include the following:
(a) SARs shall expire no later than the expiration of
the related option.
(b) SARs shall be transferable only when and to the
extent that the related option is transferable.
(c) SARs shall be exercisable at such time or times
and only to the extent that the related option is
exercisable. The SAR shall terminate and no longer be
exercisable upon the termination or exercise of the related
option, except that SARs granted with respect to less than
the full number of shares covered by a related option shall
not be reduced until the exercise or termination of the
related option exceeds the number of shares not covered by
the SARs.
(d) SARs shall be exercisable only when there is a
positive spread, that is, when the market price of the stock
subject to the related option exceeds the exercise price of
such option.
(e) Upon the exercise of SARs, an optionee shall be
entitled to receive the value thereof, which value shall be
equal to the excess of the fair market value on the date of
exercise of one share of common stock over the option price
per share specified in the related option multiplied by the
number of shares in respect of which the SARs shall have
been exercised. The fair market value of common stock on
the date of exercise of SARs shall be determined in the same
manner as the fair market value of common stock on the date
of grant of an option is determined pursuant to Section
7(a).
(f) Upon an exercise of SARs, the optionee shall
notify the Company of the form in which payment of the value
thereof will be made (i.e., cash, common stock, or any
combination thereof); provided, however, in the case of
Insiders, (i) payment of the value of SARs related to
Incentive Stock Options may be elected in common stock only
insofar as the issuance of such common stock to the optionee
would be subject to the Internal Revenue Code of 1986,
Section 83 Income Inclusion Rule, as in effect on the date
of exercise of the SARs, and (ii) the Committee may at any
time impose any other limitations upon the exercise of SARs
which, in the Committee's sole discretion, are necessary or
desirable in order to comply with Section 16(b) of the
Exchange Act and the rules and regulations thereunder, or in
order to obtain any exemption therefrom.
Upon the exercise of SARs, the option or part thereof
to which such SARs are related shall be deemed to have been
exercised for the purpose of the limitation of the number of
shares of common stock to be issued under the Plan as set
forth in Section 4 and the limitation of the number of
shares of common stock to be issued under the Program as set
forth in Section 4(a) of the Program. SARs shall be deemed
exercised on the date written notice of exercise is received
by the Secretary of the Company.
Section 11. Change in Stock, Adjustments, Etc.
In the event that the outstanding shares of common
stock of the Company are hereafter increased or decreased or
changed into or exchanged for a different number of shares
or kind of shares or other securities of the Company or of
another corporation, by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock
split-up, combination of shares, or a dividend payable in
capital stock, appropriate adjustment shall be made by the
Committee in the number and kind of shares for the purchase
of which options may be granted under the Plan including the
maximum number that may be granted to any one person. In
addition, the Committee shall make appropriate adjustment in
the number and kind of shares as to which outstanding
options, or portions thereof then unexercised, shall be
exercisable, to the end that the optionee's proportionate
interest shall be maintained as before the occurrence of
such event, and such adjustment of outstanding options shall
be made without change of the total price applicable to the
unexercised portion of the option and with a corresponding
adjustment in the option price per share; provided, however,
that each such adjustment in the number and kind of shares
subject to outstanding options, including any adjustment in
the option price, shall be made in such manner as not to
constitute a modification as defined in Section 425 of the
Internal Revenue Code of 1986, as amended. If any
outstanding options are subject to any conditions, the
Committee shall also make appropriate adjustments to such
conditions. Any such adjustment made by the Committee shall
be conclusive.
The grant of an option pursuant to the Plan shall not
affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes
of its capital or business structure or to merge or to
consolidate or to dissolve, liquidate or sell, or transfer
all or any part of its business or assets.
Section 12. Duration, Amendment and Termination.
The Board of Directors of the Company may at any time
terminate the Plan or make such amendments thereof as it
shall deem advisable and in the best interests of the
Company; provided, however, that no such termination or
amendment shall, without the consent of the individual to
whom any option shall theretofore have been granted, affect
or impair the rights of such individual under such option;
and provided further, that any such amendment shall be
consistent with the provisions of the Program, as it may be
amended from time to time.
No stock option shall be granted under the Plan after
April 18, 1999, but stock options granted prior to or as of
such date may extend beyond such date in accordance with the
provisions hereof.
Section 13. Effectiveness of Plan.
This Plan shall be effective as of February 17, 1990.
Section 14. Date of Granting of Options.
The date of grant of a reload option shall be
determined in accordance with Section 7A(g). The date of
grant of all other options shall be the date designated by
the Committee as the date of grant, provided that in no
event shall the date of grant be earlier than the date on
which the Committee approved the grant. Within sixty (60)
days of the granting of the option, the Company shall notify
the optionee of the grant of the option, and submit to the
optionee a Stock Option Agreement and, if applicable, an
agreement respecting SARs, duly executed by and on behalf of
the Company, with the request that the optionee execute the
agreement or agreements within sixty (60) days after the
mailing by the Company of the notice to the optionee. The
optionee shall execute the written option agreement and, if
applicable, the agreement respecting SARs, within said 60-
day period.
Section 15. Application of Funds.
The proceeds received by the Company from the sale of
stock subject to option are to be added to the general funds
of the Company and used for its corporate purposes.
Section 16. No Obligation to Exercise Option.
Granting of an option shall impose no obligation on the
optionee to exercise such option.
Section 17. Stock Withholding Election.
When taxes are withheld in connection with the exercise
of a stock option by delivering shares of stock in payment
of the exercise price, or an SAR for stock, or upon the
lapse of restrictions on restricted stock received upon the
exercise of an option (the date on which such exercise
occurs or such restrictions lapse hereinafter referred to as
the "Tax Date"), the optionee may elect to make payment for
the withholding of federal, state and local taxes, excluding
Social Security and Medicare taxes, up to the optionee's
marginal tax rates, by one or both of the following methods:
(i) delivering part or all of the payment in
previously-owned shares (which shall be valued at
fair market, as defined herein, on the Tax Date)
held for at least six months, whether or not
received through the prior exercise of a stock
option or SAR for stock; or
(ii) requesting the Company to withhold from those
shares that would otherwise be received upon
exercise of the option, upon exercise of an SAR
for stock, or 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
from the option exercise is limited to the
minimum amount of taxes, excluding Social
Security and Medicare taxes, required to be
withheld under federal, state and local law.
Such election is irrevocable. Any Social Security and
Medicare taxes, any fractional share amount and any
additional withholding not paid by the withholding or
surrender of shares must be paid in cash. If no timely
election is made, cash must be delivered to satisfy all tax
withholding requirements.
Optionees who are subject to Section 16 of the
Securities Exchange Act of 1934 ("Insiders") making an
election pursuant to (i) or (ii) of the immediately
preceding paragraph must do so: (a) at least six months
after the date of grant of the option or SAR; and (b) within
a "window period" as defined in Rule 16b-3(e)(3) under the
Securities Exchange Act of 1934 or at least six months in
advance of the Tax Date. An election by an Insider to
deliver stock or have stock retained to satisfy tax
obligations is subject to the approval of the Committee and
to such rules as the Committee may from time to time adopt.
