<PAGE>
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 jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
Post Office Box 11315, Kansas City, Missouri 64112
(Address of principal executive offices)
________________________
OUTSIDE DIRECTORS SHARES UNDER THE
SPRINT CORPORATION 1997 LONG-TERM STOCK
INCENTIVE PROGRAM
(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
Title of securities to be offering aggregate of regis-
to be registered registered price per offering tration
share<FN1> price<FN1> fee
<S> <C> <C> <C> <C>
Shares of Common
Stock
($2.50 par value) 100,000 $44.0625 $4,406,250 $1,336.00
<FN>
<FN1> 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 April 16, 1997, as
reported in the consolidated reporting system, was $44.0625.
</TABLE>
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, 1996.
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
COMMON STOCK
The authorized capital stock of Sprint consists of
1,000,000,000 shares of Common Stock, 500,000,000 shares of
Class A Common Stock, 500,000,000 shares of Class A Preference
Stock and 20,000,000 shares of Preferred Stock. The authorized
but unissued shares of 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"). All previously outstanding
shares of Class A Preference Stock have been converted into Class A
Common Stock and the shares of Class A Preference Stock have
been retired; such shares may not be reissued.
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"), 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.
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, the agreement requires
Sprint to maintain specified levels of consolidated net
worth, as defined. As a result of this requirement, $2.5 billion of
Sprint's $3.2 billion consolidated retained earnings were
effectively restricted from payment of dividends as of
December 31, 1996. Before any dividends on Sprint Common
Stock may be paid or declared and set apart for payment, full
cumulative dividends on the 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.
The holders of the Class A Common Stock are entitled to
receive dividends in an amount per share equal to the per share
amount of any dividend paid on Sprint Common Stock, payable on
the same date of payment as the corresponding dividend on the
Sprint Common Stock.
Voting Rights
Except as hereinafter noted, holders of Sprint Common Stock,
Class A 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, 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
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 (other than the directors elected by the
holders of the Class A Common Stock, as described below). 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 holders of Class A Common Stock have certain class
voting rights, including the right to elect their own directors
to the Sprint Board and to disapprove certain transactions.
As a general rule, the holders of Class A Common Stock will
be entitled to representation on the Sprint Board equal to the
percent of Sprint voting power owned by them, rounded up or down
to the nearer whole number of directors. In addition, for as
long as it is necessary in order to allow France Telecom ("FT")
and Deutsche Telekom AG ("DT") to receive certain benefits under
relevant tax treaties between the United States and France and
between the United States and Germany, respectively, the holders
of Class A Common Stock are entitled to elect not less than 20%
of the members of the Sprint Board at any time when their actual
percentage of Sprint voting power is at least 20%.
Until January 31, 1998, Sprint may not undertake certain
transactions, including certain divestitures, acquisitions and
mergers and the declaration of certain extraordinary cash
dividends or distributions to stockholders, if disapproved by the
holders of Class A Common Stock.
As long as any shares of Class A Common Stock are
outstanding, the holders of Class A Common Stock are
entitled to disapprove any amendment to the Articles or Bylaws
of Sprint that would adversely affect their rights, any issuance
by Sprint of capital stock or debt with more than one vote per
share or otherwise having supervoting powers, or any business
combination or merger involving Sprint unless certain of their
rights are preserved. In addition, for a period of time holders of
Class A Common Stock have certain disapproval rights relating
to the sale by Sprint of long distance assets and transactions that
would result in certain competitors of FT, DT and Global One
owning 10% or more of the outstanding Sprint voting power.
The Sprint Board (other than the directors elected by the
holders of the Class A Common Stock) is divided into three
classes, with each class consisting, as nearly as possible, of
one-third of the total number of directors (other than the
directors elected by the holders of the Class A Common
Stock) and serving a staggered three-year term. Only one class
is elected each year, and it is elected for a three-year term. The
holders of the Class A Common Stock are not entitled to vote in
the election of these directors. Sprint stockholders are not
entitled to cumulative voting rights in the election of
directors.
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. However, the approval of stockholders other than DT,
FT and their affiliates is not required in connection with
purchases, redemptions or other acquisitions by Sprint of Sprint
capital stock held by DT, FT, certain of their designated
subsidiaries or certain other qualified holders of the Class A
Common Stock pursuant to the investment agreements entered into
with FT and DT and the Articles of Incorporation.
Redemption
The Articles of Incorporation permit the redemption of
shares of Sprint Common Stock and, in certain circumstances,
Class A Common Stock held by Aliens if necessary to comply with
the foreign ownership limitations set forth in Section 310 of the
U.S. Communications Act of 1934, as amended. The provisions
permit Sprint Common Stock to be redeemed at a price equal to the
fair market value of the shares, except that the redemption price
in respect of shares purchased by any Alien after November 21,
1995 and within one year of the redemption date would not (unless
otherwise determined by the Sprint Board) exceed the purchase
price paid for such shares by such person.
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.
In connection with the investment in Class A Common Stock by
FT and DT, the Shareholder Rights Plan was amended to provide for
Rights to attach to the Class A Common Stock and to assure that
the investment will not cause the Rights to detach and become
exercisable. The amendment to the Shareholder Rights Plan
provides generally that actions of FT, DT and their respective
affiliates which would otherwise cause the Rights to detach and
become exercisable will not do so unless such actions also
violate the Standstill Agreement dated as of July 31, 1995
entered into among Sprint, FT and DT.
Liquidation Rights
In the event of liquidation, holders of Sprint Common Stock
will be entitled to share ratably, together with the holders of
any Class A Common Stock then outstanding, 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 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. DT and FT have the
contractual right to purchase additional shares of Class A
Common Stock from Sprint to enable them to maintain their
ownership level at 20% of Sprint's voting securities.
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 ChaseMellon Shareholder
Services, L.L.C. (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 to Outside Directors under the
1997 Long-Term Stock Incentive Program 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 10 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 10, 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 have the power 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 10 and indemnify directors and officers of Sprint
against additional liabilities not indemnified under Section 10.
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.
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 3(a) to Sprint Corporation's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1996 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).
4D. Second Amendment to Rights Agreement dated as of July
31, 1995 between Sprint Corporation and UMB Bank, n.a.
(filed as Exhibit 2(d) to Form 8-A/A-2 dated October
20, 1995 amending Sprint Corporation's Registration
Statement on Form 8-A dated August 11, 1989 (File No. 1-
4721) and incorporated herein by reference).
4E. Standstill Agreement dated as of July 31, 1995, by and
among Sprint Corporation, France Telecom and Deutsche
Telekom AG (filed as Exhibit (10)(c) to Sprint
Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 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 Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney is contained on page II-9 of this
Registration Statement.
99. 1997 Long-Term Stock Incentive Program.
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 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.
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 18th day of April
1997.
SPRINT CORPORATION
By /s/ William 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 ) April 18, 1997
President and Chief )
Financial Officer )
/s/ A. B. Krause (Principal Financial )
(A. B. Krause) Officer) )
)
Senior Vice President )
and Controller )
/s/ J. P. Meyer (Principal Accounting )
(J. P. Meyer) Officer) )
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ DuBose Ausley Director )
(DuBose Ausley) )
)
/s/ W. L. Batts Director )
(W. L. Batts) )
)
/s/ Michel Bon Director )
(Michel Bon) )
)
/s/ Ruth M. Davis Director )
(R. M. Davis) )
)
/s/ Donald J. Hall Director )
(D. J. Hall) )
)
/s/ Harold S. Hook Director ) April 18, 1997
(H. S. Hook) )
)
/s/ Ronald T. LeMay Director )
(R. T. LeMay) )
)
/s/ Linda Koch Lorimer Director )
(L. K. Lorimer) )
)
/s/ C. E. Rice Director )
(C. E. Rice) )
)
/s/ Ron Sommer Director )
(Ron Sommer) )
)
/s/ Stewart Turley Director )
(Stewart Turley) )
)
</TABLE>
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
3(a) to Sprint Corporation's Quarterly Report
on Form 10-Q for the quarter ended March
31, 1996 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).
4D. Second Amendment to Rights Agreement
dated as of July 31, 1995 between Sprint
Corporation and UMB Bank, n.a. (filed as
Exhibit 2(d) to Form 8-A/A-2 dated October 20,
1995 amending Sprint Corporation's Registration
Statement on Form 8-A dated August 11, 1989
(File No. 1-4721) and incorporated herein by
reference).
4E. Standstill Agreement dated as of July 31, 1995,
by and among Sprint Corporation, France Telecom
and Deutsche Telekom AG (filed as Exhibit (10)(c)
to Sprint Corporation's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995 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 Don A. Jensen, Esq. is contained in his
opinion filed as Exhibit 5.
24. Power of Attorney is contained on page II-9 of
this
Registration Statement.
99. 1997 Long-Term Stock Incentive Program.
<PAGE>
Exhibit 5
April 18, 1997
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 1997 Long-Term Stock Incentive Program
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, $2.50 par value ("Additional
Shares"), 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 stockholders and your Board of
Directors and officers in connection with the authorization 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 and sold in the manner and upon the terms
set forth in the 1997 Long-Term Stock Incentive Program,
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 1997
Long-Term Stock Incentive Program of our report dated February 4,
1997, 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, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
April 18, 1997
<PAGE>
Exhibit 99
1997 LONG-TERM STOCK INCENTIVE PROGRAM
Section 1. Purpose. The purposes of the
Sprint 1997 Long-Term Stock Incentive Program (the
"Plan") are to encourage Directors of Sprint
Corporation (the "Company") and officers and
selected key employees of the Company and its
Affiliates to acquire a proprietary and vested
interest in the growth and performance of the
Company, to generate an increased incentive to
contribute to the Company's future success and
prosperity, thus enhancing the value of the
Company for the benefit of stockholders, and to
enhance the ability of the Company and its
Affiliates to attract and retain individuals of
exceptional talent upon whom, in large measure,
the sustained progress, growth and profitability
of the Company depends.
Section 2. Definitions. As used in the Plan,
the following terms shall have the meanings set
forth below:
(a) "Affiliate" shall mean (i) any Person
that directly, or through one or more
intermediaries, controls, or is controlled by, or
is under common control with, the Company or (ii)
any entity in which the Company has a significant
equity interest, as determined by the Committee.
(b) "Award" shall mean any Option,
Restricted Stock Award, Performance Share,
Performance Unit, Dividend Equivalent, Other Stock
Unit Award, or any other right, interest, or
option relating to Shares granted pursuant to the
provisions of the Plan.
(c) "Award Agreement" shall mean any written
agreement, contract, or other instrument or
document evidencing any Award granted hereunder
and signed by both the Company and the Participant
or by both the Company and an Outside Director.
(d) "Board" shall mean the Board of
Directors of the Company.
(e) "Code" shall mean the Internal Revenue
Code of 1986, as amended from time to time.
(f) "Committee" means the Organization,
Compensation, and Nominating Committee of the
Board, composed of not less than two directors
each of whom is a Non-Employee Director.
(g) "Company" shall mean Sprint Corporation.
(h) "Non-Employee Director" shall have the
meaning provided for in Rule 16b-3(b)(3) under the
Securities Exchange Act of 1934, 17 CFR 240.16b-
3(b)(3), as amended.
(i) "Dividend Equivalent" shall mean any
right granted pursuant to Section 14(h) hereof.
(j) "Employee" shall mean any employee of
the Company or of any Affiliate.
(k) "Fair Market Value" shall mean, with
respect to any property, the market value of such
property determined by such methods or procedures
as shall be established from time to time by the
Committee; except that the "Fair Market Value" of
a share of common stock of the Company for
purposes of Section 10 and Section 11 shall mean
the average of the high and low prices of the
common stock for composite transactions, as
published by major newspapers, for the date in
question or, if no trade of the common stock shall
have been made on that date, the next preceding
date on which there was a trade of common stock.
(l) "Incentive Stock Option" shall mean an
Option granted under Section 6 hereof that is
intended to meet the requirements of Section 422
of the Code or any successor provision thereto.
(m) "Nonstatutory Stock Option" shall mean
an Option granted to a Participant under Section 6
hereof, and an Option granted to an Outside
Director pursuant to Section 10 hereof, that is
not intended to be an Incentive Stock Option.
(n) "Option" shall mean any right granted to
a Participant under the Plan allowing such
Participant to purchase Shares at such price or
prices and during such period or periods as the
Committee shall determine. "Option" shall also
mean the right granted to an Outside Director
under Section 10 hereof allowing such Outside
Director to purchase shares of the common stock of
the Company on the terms set forth in Section 10.
(o) "Other Stock Unit Award" shall mean any
right granted to a Participant by the Committee
pursuant to Section 9 hereof.
(p) "Outside Director" shall mean a member
of the Board who is not an Employee of the Company
or of any Affiliate.
(q) "Participant" shall mean an Employee who
is selected to receive an Award under the Plan.
(r) "Performance Award" shall mean any Award
of Performance Shares or Performance Units
pursuant to Section 8 hereof.
(s) "Performance Period" shall mean that
period established by the Committee at the time
any Performance Award is granted or at any time
thereafter during which any performance goals
specified by the Committee with respect to such
Award are to be measured.
(t) "Performance Share" shall mean any grant
pursuant to Section 8 hereof of a unit valued by
reference to a designated number of Shares, which
value may be paid to the Participant by delivery
of such property as the Committee shall determine,
including, without limitation, cash, Shares, or
any combination thereof, upon achievement of such
performance goals during the Performance Period as
the Committee shall establish at the time of such
grant or thereafter.
(u) "Performance Unit" shall mean any grant
pursuant to Section 8 hereof of a unit valued by
reference to a designated amount of property other
than Shares, which value may be paid to the
Participant by delivery of such property as the
Committee shall determine, including, without
limitation, cash, Shares, or any combination
thereof, upon achievement of such performance
goals during the Performance Period as the
Committee shall establish at the time of such
grant or thereafter.
(v) "Person" shall mean any individual,
corporation, partnership, association, joint-stock
company, trust, unincorporated organization, or
government or political subdivision thereof.
(w) "Restricted Stock" shall mean any Share
issued with restrictions on the holder's right to
sell, transfer, pledge, or assign such Share and
with such other restrictions as the Committee, in
its sole discretion, may impose (including,
without limitation, any restriction on the right
to vote such Share, and the right to receive any
cash dividends), which restrictions may lapse
separately or in combination at such time or
times, in installments or otherwise, as the
Committee may deem appropriate.
(x) "Restricted Stock Award" shall mean an
award of Restricted Stock under Section 7 hereof.
(y) "Senior Officer" shall mean any employee
of the Company holding the office of Vice
President or higher.
(z) "Shares" shall mean shares of the common
stock of the Company, $2.50 par value, and such
other securities of the Company as the Committee
may from time to time determine.
(aa) "Stockholders Meeting" shall mean the
annual meeting of stockholders of the Company in
each year.
(bb) "1989 Plan" shall mean the Long-Term
Stock Incentive Program adopted by the Company's
stockholders in 1989, as amended.
Section 3. Administration. The Plan shall be
administered by the Committee. The Committee
shall have full power and authority, subject to
such orders or resolutions not inconsistent with
the provisions of the Plan as may from time to
time be adopted by the Board, to: (i) select the
Employees of the Company and its Affiliates to
whom Awards may from time to time be granted
hereunder; (ii) determine the type or types of
Awards to be granted to each Participant
hereunder; (iii) determine the number of Shares to
be covered by each Award granted hereunder;
provided, however, that Shares subject to Options
granted to any individual employee during any
calendar year shall not exceed a total of
3,000,000 Shares; (iv) determine the terms and
conditions, not inconsistent with the provisions
of the Plan, of any Award granted hereunder; (v)
determine whether, to what extent and under what
circumstances Awards may be settled in cash,
Shares or other property, or canceled or
suspended; (vi) determine whether, to what extent
and under what circumstances cash, Shares and
other property and other amounts payable with
respect to an Award under this Plan shall be
deferred either automatically or at the election
of the Participant; (vii) interpret and administer
the Plan and any instrument or agreement entered
into under the Plan; (viii) establish such rules
and regulations and appoint such agents as it
shall deem appropriate for the proper
administration of the Plan; and (ix) make any
other determination and take any other action that
the Committee deems necessary or desirable for
administration of the Plan. Decisions of the
Committee shall be final, conclusive and binding
upon all persons, including the Company, any
Participant, any stockholder, and any employee of
the Company or of any Affiliate. Notwithstanding
the above, the Committee shall not have any
discretion with respect to the Options granted to
Outside Directors pursuant to Section 10 or stock
purchased by Outside Directors pursuant to Section
11. The Committee shall appoint an administrator
of the Plan for purposes of interpreting and
administering the provisions of Section 10 and
Section 11 of the Plan.
Section 4. Shares Subject to the Plan.
(a) Subject to adjustment as provided in
Section 4(b), the total number of Shares available
for grant under the Plan in a calendar year shall
be nine tenths of one percent (0.9%) of the total
outstanding Shares as of the first day of calendar
year 1997, plus a number of Shares equal to the
number of Shares available for grant under the
1989 Plan as of the close of business on the date
of the 1997 Stockholders Meeting, for calendar
year 1997, and one and one-half percent (1.5%) of
the total outstanding Shares as of the first day
of each such year for which the Plan is in effect
beginning with calendar year 1998; provided that
such number shall be increased in any year by the
number of Shares available for grant hereunder in
previous years but not covered by Awards granted
hereunder in such years; and provided further,
that no more than four million (4,000,000) Shares
shall be cumulatively available for the grant of
Incentive Stock Options under the Plan. In
addition, any Shares issued by the Company through
the assumption or substitution of outstanding
grants from an acquired company shall not reduce
the shares available for grants under the Plan.
Any Shares issued hereunder may consist, in whole
or in part, of authorized and unissued shares or
treasury shares. If any Shares subject to any
Award granted hereunder are forfeited or such
Award otherwise terminates without the issuance of
such Shares or of other consideration in lieu of
such Shares, the Shares subject to such Award, to
the extent of any such forfeiture or termination,
shall again be available for grant under the Plan.
(b) In the event of any merger,
reorganization, consolidation, recapitalization,
stock dividend, spin-off, or other change in the
corporate structure affecting the Shares, such
adjustment shall be made in the aggregate number
and class of Shares which may be delivered under
the Plan, in the number, class and option price of
Shares subject to outstanding Options granted
under the Plan, and in the value of, or number or
class of Shares subject to, Awards granted under
the Plan as may be determined to be appropriate by
the Committee, in its sole discretion, provided
that the number of Shares subject to any Award
shall always be a whole number, and provided
further, that the number and price of shares
subject to outstanding Options granted to Outside
Directors pursuant to Section 10 hereof and the
number of shares subject to future Options to be
granted pursuant to Section 10 shall be subject to
adjustment only as set forth in Section 10.
Section 5. Eligibility. Any Employee shall
be eligible to be selected as a Participant.
Section 6. Stock Options. Options may be
granted hereunder to Participants either alone or
in addition to other Awards granted under the
Plan. Any Option granted to a Participant under
the Plan shall be evidenced by an Award Agreement
in such form as the Committee may from time to
time approve. Any such Option shall be subject to
the following terms and conditions and to such
additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee
shall deem desirable:
(a) Exercise Price. The exercise price per
Share purchasable under an Option shall be
determined by the Committee in its sole
discretion; provided that such exercise price
shall not be less than the Fair Market Value of
the Share on the date of the grant of the Option.
(b) Option Period. The term of each Option
shall be fixed by the Committee in its sole
discretion; provided that no Incentive Stock
Option shall be exercisable after the expiration
of ten years from the date the Option is granted.
(c) Exercisability. Options shall be
exercisable at such time or times as determined by
the Committee at or subsequent to grant. Unless
otherwise determined by the Committee at or
subsequent to grant, no Incentive Stock Option
shall be exercisable until the first anniversary
date of the granting of the Incentive Stock
Option.
(d) Method of Exercise. Subject to the
other provisions of the Plan and any applicable
Award Agreement, any Option may be exercised by
the Participant in whole or in part at such time
or times, and the Participant may pay the exercise
price in such form or forms, including, without
limitation, payment by delivery of cash, Shares or
other consideration (including, where permitted by
law and the Committee, Awards) having a Fair
Market Value on the exercise date equal to the
total exercise price, or by any combination of
cash, Shares and other consideration, as the
Committee may permit.
(e) Incentive Stock Options. In accordance
with rules and procedures established by the
Committee, the aggregate Fair Market Value
(determined as of the time of grant) of the Shares
with respect to which Incentive Stock Options held
by any Participant that are exercisable for the
first time by such Participant during any calendar
year under the Plan (and under any other benefit
plans of the Company or of any parent or
subsidiary corporation of the Company) shall not
exceed $100,000 or, if different, the maximum
limitation in effect at the time of grant under
Section 422 of the Code, or any successor
provision, and any regulations promulgated
thereunder. The terms of any Incentive Stock
Option granted hereunder shall comply in all
respects with the provisions of Section 422 of the
Code, or any successor provision, and any
regulations promulgated thereunder.
(f) Form of Settlement. In its sole
discretion, the Committee may provide, at the time
of grant, that the shares to be issued upon an
Option's exercise shall be in the form of
Restricted Stock or other similar securities, or
may reserve the right so to provide after the time
of grant, or the Committee may provide that the
Participant may elect to receive Restricted Stock
upon an Option's exercise.
Section 7. Restricted Stock.
(a) Issuance. Restricted Stock Awards may
be issued hereunder to Participants, for such
consideration as the Committee may determine, not
less than the minimum consideration required by
applicable law, either alone or in addition to
other Awards granted under the Plan. The
provisions of Restricted Stock Awards need not be
the same with respect to each recipient.
(b) Registration. Any Restricted Stock
issued hereunder may be evidenced in such manner
as the Committee in its sole discretion shall deem
appropriate, including, without limitation, book-
entry registration or issuance of a stock
certificate or certificates. In the event any
stock certificate is issued in respect of shares
of Restricted Stock awarded under the Plan, such
certificate shall be registered in the name of the
Participant, and shall bear an appropriate legend
referring to the terms, conditions, and
restrictions applicable to such Award or shall be
held in escrow by the Company until all
restrictions on the Restricted Stock have lapsed.
(c) Forfeiture. Except as otherwise
determined by the Committee at the time of grant,
upon termination of employment for any reason
during the restriction period, all shares of
Restricted Stock still subject to restriction
shall be forfeited by the Participant and
reacquired by the Company; provided that in the
event of a Participant's retirement, permanent
disability, other termination of employment or
death, or in cases of special circumstances, the
Committee may, in its sole discretion, when it
finds that a waiver would be in the best interests
of the Company, waive in whole or in part any or
all remaining restrictions with respect to such
Participant's shares of Restricted Stock.
Section 8. Performance Awards.
Performance Awards may be issued hereunder to
Participants, for such consideration as the
Committee may determine, not less than the minimum
consideration required by applicable law, either
alone or in addition to other Awards granted under
the Plan. The performance criteria to be achieved
during any Performance Period and the length of
the Performance Period shall be determined by the
Committee upon the grant of each Performance
Award. Except as provided in Section 12,
Performance Awards will be paid only after the end
of the relevant Performance Period. Performance
Awards may be paid in cash, Shares, other property
or any combination thereof, in the sole discretion
of the Committee at the time of payment. The
performance levels to be achieved for each
Performance Period and the amount of the Award to
be distributed shall be conclusively determined by
the Committee. Performance Awards may be paid in
a lump sum or in installments following the close
of the Performance Period or, in accordance with
procedures established by the Committee, on a
deferred basis.
Section 9. Other Stock Unit Awards.
(a) Stock and Administration. Other Awards
of Shares and other Awards that are valued in
whole or in part by reference to, or are otherwise
based on, Shares or other property ("Other Stock
Unit Awards") may be granted hereunder to
Participants, either alone or in addition to other
Awards granted under the Plan. Other Stock Unit
Awards may be paid in Shares, cash or any other
form of property as the Committee shall determine.
Subject to the provisions of the Plan, the
Committee shall have sole and complete authority
to determine the Employees of the Company and its
Affiliates to whom and the time or times at which
such Awards shall be made, the number of Shares to
be granted pursuant to such Awards, and all other
conditions of the Awards. The provisions of Other
Stock Unit Awards need not be the same with
respect to each recipient.
(b) Terms and Conditions. Subject to the
provisions of this Plan and any applicable Award
Agreement, Shares subject to Awards made under
this Section 9 may not be sold, assigned,
transferred, pledged or otherwise encumbered prior
to the date on which the Shares are issued, or, if
later, the date on which any applicable
restriction, performance or deferral period
lapses. Shares granted under this Section 9 may
be issued for such consideration as the Committee
may determine, not less than the minimum
consideration required by applicable law. Shares
purchased pursuant to a purchase right awarded
under this Section 9 shall be purchased for such
consideration as the Committee shall in its sole
discretion determine, which shall not be less than
the Fair Market Value of such Shares as of the
date such purchase right is awarded.
Section 10. Outside Directors' Options.
(a) Grant of Options. On the date of the
1998 Stockholders Meeting, each Outside Director
shall automatically be granted an Option to
purchase 2,000 shares of the common stock of the
Company, $2.50 par value; and on the date of each
Stockholders Meeting after the 1998 Stockholders
Meeting, each Outside Director shall automatically
be granted an Option to purchase 2,000 shares of
the common stock of the Company. All such options
shall be Nonstatutory Stock Options. The price at
which each share of common stock covered by such
Options may be purchased shall be one hundred
percent (100%) of the Fair Market Value of the
stock on the date the Option is granted.
(b) Exercise of Options. Except as set forth
in this Section 10, 25% of the total number of the
shares subject to an Option granted to an Outside
Director shall become exercisable on December 31
of the year in which the option is granted and 25%
on December 31 of each of the three succeeding
years. The right to purchase shares with respect
to shares which have become exercisable shall be
cumulative during the term of the Option. Any
Option that has been outstanding for more than one
(1) year shall immediately become exercisable in
the event of a Change in Control, as hereinafter
defined. The Option may be exercised by the
Outside Director during the period that the
Outside Director remains a member of the Board and
for a period of five (5) years following
retirement, provided that only those Options
exercisable at the date of the Outside Director's
retirement may be exercised during the period
following retirement and, provided further, that
in no event shall the Option be exercisable more
than ten (10) years after the date of grant.
In the event of the death of an Outside
Director, the Option shall be exercisable only
within the twelve (12) months next succeeding the
date of death, and then only (i) by the executor
or administrator of the Outside Director's estate,
by the person or persons to whom the Outside
Director's rights under the Option shall pass by
the Outside Director's will or the laws of descent
and distribution or by the Outside Director's
designated beneficiary, and (ii) if and to the
extent that the Outside Director was entitled to
exercise the Option at the date of the Outside
Director's death, provided that in no event shall
the Option be exercisable more than ten (10) years
after the date of grant.
(c) Payment. An Option granted to an Outside
Director shall be exercisable only upon payment to
the Company of the full exercise price of the
shares with respect to which the Option is being
exercised. Payment for the shares shall be in
United States dollars, payable in cash or by
check.
(d) Adjustment of Options. In case there
shall be a merger, reorganization, consolidation,
recapitalization, stock dividend, spin-off, or
other change in corporate structure such that the
shares of common stock of the Company are changed
into or become exchangeable for a larger or
smaller number of shares, thereafter the number of
shares subject to outstanding Options and the
number of shares subject to Options to be granted
to Outside Directors pursuant to the provisions of
this Section 10 shall be increased or decreased,
as the case may be, in direct proportion to the
increase or decrease in the number of shares, or
the decrease or increase in the value of shares,
of common stock of the Company by reason of such
change in corporate structure, provided that the
number of shares shall always be a whole number,
and the exercise price per share of any
outstanding Options shall be increased or
decreased, as the case may be, in direct
proportion to the decrease or increase in the
number of shares, or increase or decrease in value
of shares, of common stock of the Company by
reason of such change in corporate structure.
Section 11. Outside Directors' Shares
Outside Directors may elect, on an annual
basis, to purchase shares of common stock of the
Company from the Company in lieu of receiving all
or part (in 10% increments) of their annual
retainer, meeting fees and committee meeting fees
in cash. The purchase price of such shares shall
be the Fair Market Value of the stock for the last
trading day of the month in which the retainer,
meeting fees, and committee meeting fees are
earned.
Commencing May 1, 1997, the annual retainer,
meeting fees and committee meeting fees payable to
each Outside Director for service on the Board
may, at the election of the Outside Director (the
"Annual Election"), be payable to a trust in
shares of common stock of the Company. The Annual
Election: (i) shall be irrevocable in respect of
the one-year period to which it pertains (the
"Plan Year") and shall specify the applicable
percentage (in increments of 10%) of such annual
retainer and meeting fees that such Outside
Director wishes to direct to the trust; (ii) must
be received in writing by the administrator of the
Plan by the established enrollment deadline of any
year in which this Plan is in effect in order to
cause the next succeeding Plan Year's annual
retainer and fees to be subject to the provisions
of this Plan; and (iii) must specify whether the
ultimate distribution of the shares of common
stock to the Outside Directors will be paid,
following the Outside Director's death or
termination of Board service, in a lump sum or in
equal annual payments over a period of two to
twenty years.
The shares shall be purchased from the
Company at the Fair Market Value of the stock for
the last trading day of the month in which the
fees are earned and shall be credited by the
trustee to the account of the Outside Director.
The certificates for common stock shall be issued
in the name of the trustee of the trust and shall
be held by such trustee in trust for the benefit
of the Outside Directors; provided, however, that
each Outside Director shall be entitled to vote
the shares. The trustee shall retain all
dividends (which shall be reinvested in shares of
common stock) and other distributions paid or made
with respect thereto in the trust. The shares
credited to the account of an Outside Director
shall remain subject to the claims of the
Company's creditors, and the interests of the
Outside Director in the trust may not be sold,
hypothecated or transferred (including, without
limitation, transferred by gift or donation) while
such shares are held in the trust.
If the Outside Director elects to receive a
lump sum distribution, the trustee of the trust
shall distribute such shares of common stock free
of restrictions within 60 days after the Outside
Director's termination date or a later date
elected by the Outside Director (no later than the
mandatory retirement age of the Outside Director).
If the Outside Director elects to receive a lump
sum distribution, the Outside Director may, by
delivering notice in writing to the administrator
of the Plan no later than December 31 of the year
prior to the year in which the Outside Director
terminates service as a Director, elect to receive
any portion or all of the common stock in the form
of cash determined by reference to the Fair Market
Value of the common stock as of the termination
date. Any such notice to the administrator must
specify whether the distribution will be entirely
in cash or whether the distribution will be in a
combination of common stock and cash (in which
case the applicable percentage must be specified).
In the case of termination of the Outside
Director's service as a result of his death,
payment of the Outside Director's account shall be
in shares of common stock and not in cash. If an
Outside Director elects to receive payments in
installments, the distribution will commence
within 60 days after the Outside Director's
termination date and will be made in shares of
common stock and not in cash. Notwithstanding
anything to the contrary contained herein, any
fractional shares of common stock shall be
distributed in cash to the Outside Director.
Section 12. Change in Control.
(a) In order to maintain the Participants'
rights in the event of any Change in Control of
the Company, as hereinafter defined, the Committee
may, in its sole discretion, as to any Award
(except Options granted pursuant to Section 10 and
stock purchased pursuant to Section 11), either at
the time an Award is made hereunder or any time
thereafter, take any one or more of the following
actions: (i) provide for the acceleration of any
time periods relating to the exercise or
realization of any such Award so that such Award
may be exercised or realized in full on or before
a date fixed by the Committee; (ii) provide for
the purchase of any such Award, upon the
Participant's request, for an amount of cash equal
to the excess of the Fair Market Value of the
property that could have been received upon the
exercise of such Award or realization of the
Participant's rights had such Award been currently
exercisable or payable over the amount which would
have been paid, if any, by the Participant for
such property; (iii) make such adjustment to any
such Award then outstanding as the Committee deems
appropriate to reflect such Change in Control; or
(iv) cause any such Award then outstanding to be
assumed, or new rights substituted therefor, by
the acquiring or surviving corporation after such
Change in Control. The Committee may, in its
discretion, include such further provisions and
limitations in any agreement documenting such
Awards as it deems equitable and in the best
interests of the Company.
(b) Unless the Committee determines
otherwise with respect to any Award (except any
Option granted pursuant to Section 10), a "Change
in Control" shall be deemed to have occurred if
(i) any person (as defined in Section 13(d) of the
Securities Exchange Act of 1934 and the rules
thereunder) other than a trustee or other
fiduciary holding securities under an employee
benefit plan of the Company, and other than the
Company or a corporation owned, directly or
indirectly, by the stockholders of the Company in
substantially the same proportions as their
ownership of stock of the Company, is or becomes
the "beneficial owner" (as defined in Rule 13d-3
under the Securities Exchange Act of 1934),
directly or indirectly, of securities of the
Company representing 20% or more of the combined
voting power of the Company's then outstanding
securities; or (ii) during any period of two
consecutive years, individuals who at the
beginning of such period constitute the Board and
any new Director (other than a Director designated
by a person who has entered into an agreement with
the Company to effect a transaction described in
(i) above) whose election by the Board or
nomination for election by the Company's
stockholders was approved by a vote of at least
two-thirds (2/3) of the Directors then still in
office who either were Directors at the beginning
of the period or whose election or nomination for
election was previously so approved, cease for any
reason to constitute a majority thereof. A Change
of Control shall not be deemed to have occurred
for purposes of Section 10(b) if a majority of the
Directors described in clause (ii) above has
approved the transaction or transactions that
would otherwise result in a Change of Control.
Section 13. Amendments and Termination. The
Board may amend, alter or discontinue the Plan,
but no amendment, alteration, or discontinuation
shall be made that would impair the rights of an
optionee or Participant under an Award theretofore
granted, without the optionee's or Participant's
consent, or that without the approval of the
Stockholders would:
(a) except as is provided in Section 4(b) of
the Plan, increase the total number of Shares
reserved for the purposes of the Plan; or
(b) change in any way the terms of the
Options provided for in Section 10 of the Plan or
the terms of stock purchases provided for in
Section 11 of the Plan.
The Committee may amend the terms of any
Award theretofore granted (except Options granted
pursuant to Section 10 hereof and stock purchased
pursuant to Section 11 hereof), prospectively or
retroactively, but no such amendment shall impair
the rights of any Participant without his consent.
The Committee may also substitute new Awards for
Awards previously granted to Participants,
including without limitation previously granted
Options having higher option prices.
Section 14. General Provisions.
(a) No Award shall be assignable or
transferable by a Participant or an Outside
Director otherwise than by will or by the laws of
descent and distribution, except that Restricted
Stock may be used in payment of the exercise price
of a stock option issued by the Company and may be
otherwise transferred in a manner that protects
the interests of the Company as the Committee may
determine; provided that, if so determined by the
Committee, each Participant or Outside Director
may, in the manner established by the Committee,
designate a beneficiary to exercise the rights of
the Participant or Outside Director with respect
to any Award upon the death of the Participant or
Outside Director and to receive the Shares or
other property issued upon such exercise.
(b) The term of each Award shall be for such
period from the date of its grant as may be
determined by the Committee; provided that in no
event shall the term of any Incentive Stock Option
exceed a period of ten (10) years from the date of
its grant.
(c) No Employee or Participant shall have
any claim to be granted any Award under the Plan
and there is no obligation for uniformity of
treatment of Employees or Participants under the
Plan.
(d) The prospective recipient of any Award
under the Plan shall not, with respect to such
Award, be deemed to have become a Participant, or
to have any rights with respect to such Award,
until and unless such recipient shall have
executed an agreement or other instrument
evidencing the Award and delivered a fully
executed copy thereof to the Company, and
otherwise complied with the then applicable terms
and conditions.
(e) The Committee shall be authorized to
make adjustments in performance award criteria or
in the terms and conditions of other Awards in
recognition of unusual or nonrecurring events
affecting the Company or its financial statements
or changes in applicable laws, regulations or
accounting principles. The Committee may correct
any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the
manner and to the extent it shall deem desirable
to carry it into effect. In the event the Company
shall assume outstanding employee benefit awards
or the right or obligation to make future such
awards in connection with the acquisition of
another corporation or business entity, the
Committee may, in its discretion, make such
adjustments in the terms of Awards under the Plan
as it shall deem appropriate. Notwithstanding the
above, the Committee shall not have the right to
make any adjustments in the terms or conditions of
Options granted or to be granted pursuant to
Section 10 or the terms or conditions of stock
purchases pursuant to Section 11.
(f) The Committee shall have full power and
authority to determine whether, to what extent and
under what circumstances any Award (other than an
Option granted pursuant to Section 10) shall be
canceled or suspended. In particular, but without
limitation, all outstanding Awards to any
Participant shall be canceled if the Participant,
without the consent of the Committee, while
employed by 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 or any one
or more Senior Officers or committee of Senior
Officers to whom the authority to make such
determination is delegated by the Committee.
(g) All certificates for Shares delivered
under the Plan pursuant to any Award shall be
subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable
under the rules, regulations, and other
requirements of the Securities and Exchange
Commission, any stock exchange upon which the
Shares are then listed, and any applicable Federal
or state securities law, and the Committee may
cause a legend or legends to be put on any such
certificates to make appropriate reference to such
restrictions.
(h) Subject to the provisions of this Plan
and any Award Agreement, the recipient of an Award
(including, without limitation, any deferred
Award, but excluding Options granted pursuant to
Section 10) may, if so determined by the
Committee, be entitled to receive, currently or on
a deferred basis, interest or dividends, or
interest or dividend equivalents, with respect to
the number of shares covered by the Award, as
determined by the Committee, in its sole
discretion, and the Committee may provide that
such amounts (if any) shall be deemed to have been
reinvested in additional Shares or otherwise
reinvested.
(i) Except as otherwise required in any
applicable Award Agreement or by the terms of the
Plan, recipients of Awards under the Plan shall
not be required to make any payment or provide
consideration other than the rendering of
services.
(j) The Committee may delegate to one or
more Senior Officers or a committee of Senior
Officers the right to grant Awards to Employees
who are not officers or Directors of the Company
and to cancel or suspend Awards to Employees who
are not officers or Directors of the Company.
(k) The Company shall be authorized to
withhold from any Award granted or payment due
under the Plan the amount of withholding taxes due
with respect to an Award or payment hereunder and
to take such other action as may be necessary in
the opinion of the Company to satisfy all
obligations for the payment of such taxes. The
Company shall also be authorized to accept the
delivery of Shares by a Participant in payment for
the withholding of taxes.
(l) Nothing contained in this Plan shall
prevent the Board of Directors from adopting other
or additional compensation arrangements, subject
to stockholder approval if such approval is
required; and such arrangements may be either
generally applicable or applicable only in
specific cases.
(m) The validity, construction, and effect
of the Plan and any rules and regulations relating
to the Plan shall be determined in accordance with
the laws of the State of Kansas and applicable
Federal law.
(n) If any provision of this Plan is or
becomes or is deemed invalid, illegal or
unenforceable in any jurisdiction, or would
disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or
deemed amended without, in the determination of
the Committee, materially altering the intent of
the Plan, it shall be stricken and the remainder
of the Plan shall remain in full force and effect.
Section 15. Effective Date of Plan. The
Plan shall be effective as of April 15, 1997.
Section 16. Term of Plan. No Award shall be
granted pursuant to the Plan after April 15, 2007,
but any Award granted on or before such date may
extend beyond that date.
