<PAGE>
As filed with the Securities and Exchange Commission on
February 22, 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 RESTRICTED STOCK 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) . . 100,000 $29.625 $2,962,500 $1022
<FN>
<FN-1>Estimated solely for purposes of determining the registration
fee in accordance with Rule 457(h)(1). The average of the high
and low prices of the Common Stock on February 17, 1995, as reported
in the consolidated reporting system, was $29.625.
</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 Statement on Form S-8: No. 33-50421
pertaining to the 1990 Restricted Stock 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, 1993; its Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1994; and its
Current Reports on Form 8-K dated May 16, June 6, June 7, June 14
and October 25, 1994.
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, $1.67 billion of
Sprint's $2.73 billion consolidated retained earnings was
effectively restricted from payment of dividends as of December
31, 1994. 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 Restricted Stock Plan
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 Restricted Stock 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 22nd day of February,
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 ) February 22,
(A. B. Krause) Officer) ) 1995
)
)
Senior Vice President and )
Controller )
(Principal Accounting )
/s/ John P. Meyer Officer) )
(J. P. Meyer) )
<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/ Ruth M. Davis Director )
(R. M. Davis) )
)
/s/ Donald J. Hall Director )
(D. J. Hall) )
)
/s/ P. H. Henson Director )
(P. H. Henson) )
)
/s/ H. S. Hook Director )
(H. S. Hook) )
)
/s/ R. E. R. Huntley Director ) February 22,
(R. E. R. Huntley) ) 1995
)
/s/ Ronald T. LeMay Director )
(R. T. LeMay) )
)
/s/ Linda K. Lorimer Director )
(L. K. Lorimer) )
)
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 Restricted Stock Plan, as amended.
<PAGE>
Exhibit 5
February 22, 1995
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 100,000 Shares of Common Stock (par value $2.50 per
share) of Sprint Corporation, issuable in connection with
the 1990 Restricted Stock Plan
Gentlemen:
I have acted as your counsel in connection with the proposed
offering and issuance of an aggregate of 100,000 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 and issuance 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 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 in the manner and upon the terms set forth
in the 1990 Restricted Stock 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
Restricted Stock Plan of our report dated February 2, 1994, with
respect to the consolidated financial statements and schedules of
Sprint Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
February 22, 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, 1993, which document is
incorporated by reference in Sprint Corporation's Form S-8
registering 100,000 common shares for the Sprint Corporation
1990 Restricted Stock Plan.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
February 22, 1995
<PAGE>
1990 RESTRICTED STOCK PLAN
(as amended June 9, 1992, August 10, 1993, December 13, 1994 and
February 18, 1995)
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 15,000 shares and may not make awards of restricted
stock aggregating in excess of 50,000 shares 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.
<PAGE> 2
Section 4. Total Number of Shares Subject to Grant.
The maximum number of shares of common stock ($2.50 par
value) of the Company which may be issued under the Plan shall
not exceed 300,000 (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.
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.
<PAGE> 3
(b) Nontransferable. The employee who receives the
restricted stock (the "Grantee") may not sell,
transfer, assign, pledge, or otherwise encumber or
dispose of shares of restricted stock, except in
payment of the exercise price of a stock option issued
by the Company, until such time as all restrictions on
such stock have lapsed.
(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 (including death or disability),
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.
(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 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) A Grantee subject to Section 16 of the Securities
Exchange Act of 1934 (the "Exchange Act") who
recognizes income under the federal income tax by
<PAGE> 4
reason of the lapsing of restrictions on shares of
restricted stock without having filed an election under
Section 83(b) of the Internal Revenue Code with respect
to such shares may elect (i) to have withheld from such
shares on the date such income is recognized (the "Tax
Date") in payment of withholding for federal, state,
and local income taxes a number of shares equal to the
greatest whole number of shares having a fair market
value for federal income tax purposes on the Tax Date
less than or equal to the Minimum Withholding Amount,
as defined herein, and (ii) to deliver to the Company
shares of the Company's Common Stock (which, if
acquired from the Company shall have been held for a
period of at least six months on the Tax Date) on or
before the Tax Date in payment of such withholding
taxes a number of shares equal to the greatest whole
number of shares having a fair market value for federal
income tax purposes on the Tax Date less than or equal
to the Withholding Amount, as defined herein, minus the
amount, if any, withheld pursuant to clause (i)
preceding. The Grantee must pay to the Company in cash
the excess, if any, of (1) the amount the Company is
required by law to withhold over (2) the fair market
value on the Tax Date for federal income tax purposes
of the shares withheld or delivered pursuant to this
subsection.
For purposes of this subsection 6(g):
"Minimum Withholding Amount" means the
product of (1) the amount includible in the
Grantee's income for federal income tax
purposes by reason of the lapsing of such
restrictions and (2) the sum of the minimum
required withholding tax rates for federal,
state, and local income taxes.
"Withholding Amount" means the product of (1)
the amount includible in the Grantee's income
for federal income tax purposes by reason of
the lapsing of such restrictions and (2) a
rate, specified by the Grantee, not exceeding
the sum of the Grantee's marginal tax rates
for federal, state, and local income taxes.
An election pursuant to this subsection must be
irrevocable and made in writing (1) at least six months
before the Tax Date or (2) on or before the Tax Date
and within a "window period" as described in Rule 16b-
3(e)(iii) under the Exchange Act.
An election pursuant to this subsection is subject to
the approval of the Compensation Committee in
accordance with such rules as the Compensation
Committee may from time to time adopt. An election
pursuant to this subsection shall not be effective
unless the Tax Date occurs on or after the later of (1)
the date six months after the date the shares were
granted, (2) the date six months after the effective
date of this provision, and (3) the date six months
after the Grantee became subject to section 16 of the
Exchange Act.
<PAGE> 5
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.
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 18, 1999.
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.
