<PAGE>
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 jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Post Office Box 11315, Kansas City, Missouri 64112
(Address of principal executive offices)
________________________
SPRINT CORPORATION
1990 STOCK OPTION PLAN
(Full title of the Plan)
________________________
DON A. JENSEN
Vice President and Secretary
P.O. Box 11315
Kansas City, Missouri 64112
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(913) 624-3326
________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
Title of securities to be offering aggregate
to be registered registered price per offering
share* price*
<S> <C> <C> <C>
Shares of Common
Stock ($2.50 par value) 6,558,436 $58.96875 $386,742,772.80
<CAPTION>
Amount
Title of securities of registration
to be registered fee
<S> <C>
Shares of Common
Stock ($2.50 par value) $114,089.12
*Estimated solely for purposes of determining the registration fee
in accordance with Rule 457(c) and (h). The average of the high
and low prices of the Common Stock on February 11, 1998, as
reported in the consolidated reporting system, was $58.96875.
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus relating to this Registration Statement meets the
requirements for use in connection with the shares of common stock
registered under the following Registration Statements on Form S-8:
No. 33-59349 pertaining to the 1990 Stock Option Plan; No. 33-59328
pertaining to the 1990 Stock Option Plan; No. 33-35173 pertaining to
the 1990 Stock Option Plan; No. 33-28544 pertaining to the Sprint
Communications Company Stock Option Plan; No. 2-97322 pertaining to
the 1985 Stock Option Plan; No. 2-71704 pertaining to the 1981 Stock
Option Plan; and No. 2-62061 pertaining to the 1978 Stock Option Plan.
</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; its Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997; and its Current Report on
Form 8-K dated June 9, 1997.
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 1,000,000,000
shares of Common Stock, 500,000,000 shares of Class A Common 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").
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-Sixth Series, Junior Participating referred to below
under "Shareholder Rights"). Sprint Common Stock is listed and traded
on the New York Stock Exchange, the Chicago Stock Exchange and the
Pacific Exchange.
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, $2.7 billion of Sprint's $3.6 billion
consolidated retained earnings was effectively restricted from payment
of dividends as of September 30, 1997. 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 of Directors 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%.
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 and Class A Common Stock
issued prior to the occurrence of certain takeover events has a Right
attached in accordance with the terms of a Shareholder Rights Plan
adopted by Sprint on June 9, 1997. The Rights do not become
exercisable and do not separate from the shares of Common Stock and
Class A 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-thousandth of a share of Preferred
Stock-Sixth Series, Junior Participating at a price of $225 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 15 percent or more of the outstanding shares
of Sprint Common Stock and Class A Common Stock become null and void.
The Rights may be redeemed by Sprint at a price of one cent per Right
and expire on June 25, 2007.
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
(New York).
Item 5. Interests of Named Experts and Counsel
The validity of the authorized and unissued shares of Sprint
Common Stock to be issued under the 1990 Stock Option Plan upon the
exercise of stock options 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 June 30, 1997 and incorporated herein by reference).
4B. Rights Agreement dated as of June 9, 1997, between Sprint
Corporation and UMB Bank, n.a. as Rights Agent (filed as
Exhibit 1 to Sprint Corporation's Registration Statement on
Form 8-A dated June 12, 1997 (File No. 1-4721), and
incorporated herein by reference).
4C. 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).
4D. Amendments to Certain Agreements and Interpretation, dated
June 24, 1997, by and among Sprint Corporation, France
Telecom and Deutsche Telekom AG (filed as Exhibit 4(d) to
Sprint Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 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. 1990 Stock Option Plan, as amended.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of
the securities being registered are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, unless such
information is contained in a periodic report filed by the
registrant pursuant to Section 13 or Section 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 February, 1998.
SPRINT CORPORATION
By /s/ A.B. Krause
(A. B. Krause, Executive Vice
President)
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 18, 1998
(A. B. Krause) Officer) )
)
Senior Vice President and )
Controller )
/s/ J. P. MEYER (Principal Accounting )
(J. P. Meyer) Officer) )
)
/s/ DUBOSE AUSLEY Director )
(DuBose Ausley) )
)
/s/ WARREN L. BATTS Director )
(W. L. Batts) )
)
/s/ MICHEL BON Director )
(Michel Bon) )
)
/s/ RUTH M. DAVIS Director ) February 18, 1998
(Ruth M. Davis) )
)
/s/ I. O. HOCKADAY, JR. Director )
(I. O. Hockaday, Jr.) )
)
Director )
(H. S. Hook) )
)
/s/ RONALD T. LEMAY Director )
(Ronald T. LeMay) )
)
/s/ LINDA K. 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 June 30, 1997 and incorporated herein by reference).
4B. Rights Agreement dated as of June 9, 1997, between Sprint
Corporation and UMB Bank, n.a. as Rights Agent (filed as Exhibit
1 to Sprint Corporation's Registration Statement on Form 8-A
dated June 12, 1997 (File No. 1-4721), and incorporated herein
by reference).
4C. 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).
4D. Amendments to Certain Agreements and Interpretation, dated June
24, 1997, by and among Sprint Corporation, France Telecom and
Deutsche Telekom AG (filed as Exhibit 4(d) to Sprint Corporation's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997
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. 1990 Stock Option Plan, as amended.
Exhibit 5
February 18, 1998
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
Re: 6,558,436 Shares of Common Stock (par value $2.50 per share)
of Sprint Corporation, issuable in connection with the 1990
Stock Option Plan
Gentlemen:
I have acted as your counsel in connection with the proposed
offering, issuance and sale of an aggregate of 6,558,436 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 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 1990 Stock
Option Plan, such Additional Shares will be legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ Don A. Jensen
Don A. Jensen
DAJ/lb
Exhibit 23-A
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sprint Corporation 1990
Stock Option Plan of our report dated 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
February 18, 1998
<PAGE>
Exhibit 99
_____________________________________________________________________
Sprint Corporation
1990 Stock Option Plan
Adopted as a Stock Option Plan under the
1997 Sprint Corporation Long-Term Stock Incentive Program
_____________________________________________________________________
<PAGE>
<TABLE>
Table of Contents
<S> <C> <C>
1 Establishment 1
2 Defined Terms 1
3 Purpose 1
4 Administration 1
4.01 Interpretation of the Plan . . . . . . . . . . . . . . 1
4.02 Abstention in Certain Cases by Committee Members . . 2
5 Number of Shares Authorized to be Issued 2
6 Grant of Options 2
6.01 Eligibility for Grants . . . . . . . . . . . . . . . 2
6.02 Committee Grants . . . . . . . . . . . . . . . . . . . 2
6.03 Limitation on Discretion of Committee . . . . . . . . 3
7 Terms of Options 3
7.01 Standard Terms of Options . . . . . . . . . . . . . . 3
7.02 Mandatory Terms of Incentive Stock Options . . . . . . 6
7.03 Standard Terms of Incentive Stock Options . . . . . . . 6
7.04 Stock Option Agreement . . . . . . . . . . . . . . . . 7
8 Exercise of Options 7
8.01 Notice of Exercise . . . . . . . . . . . . . . . . . . 7
8.02 Form of Payment of Exercise Price . . . . . . . . . . 8
9 Withholding of Payroll Taxes on Exercise 9
9.01 Obligation to Pay Payroll Taxes . . . . . . . . . . . 9
9.02 Amount to Be Withheld . . . . . . . . . . . . . . . 9
9.03 Eligibility to Elect Stock Withholding . . . . . . . 10
9.04 Manner of Withholding . . . . . . . . . . . . . . . . 10
10 Issuance of Shares on Exercise 10
10.01 Generally . . . . . . . . . . . . . . . . . . . . . . . 10
10.02 Elective Issuance of Restricted Shares . . . . . . . . 11
10.03 Mandatory Issuance of Restricted Shares . . . . . . . . 11
i
<PAGE>
10.04 Issuance of Restricted Shares Not Available to
Transferred Options . . . . . . . . . . . . . . . . . 12
10.05 Terms of Restricted Shares Issued on Exercise . . . . 12
11 Reload Rights 14
11.01 Grant of Reload Rights on Outstanding Non-Qualified
Options 14
11.02 Terms of Reload Options . . . . . . . . . . . . . . . 14
11.03 Variant Reload Rights . . . . . . . . . . . . . . . . . 15
12 Change in Stock, Adjustments, Etc 15
13 Amendment and Termination 16
14 Effective Date and Duration of the Plan 16
15 Definitions 17
15.01 1989 Program . . . . . . . . . . . . . . . . . . . . . 17
15.02 1997 Program . . . . . . . . . . . . . . . . . . . . . 17
15.03 Affiliate . . . . . . . . . . . . . . . . . . . . . . . 17
15.04 Board . . . . . . . . . . . . . . . . . . . . . . . . . 17
15.05 Change in Control . . . . . . . . . . . . . . . . . . 17
15.06 Code . . . . . . . . . . . . . . . . . . . . . . . . . 18
15.07 Code Section . . . . . . . . . . . . . . . . . . . . . 18
15.08 Committee . . . . . . . . . . . . . . . . . . . . . . 18
15.09 Common Stock . . . . . . . . . . . . . . . . . . . . 18
15.10 Company . . . . . . . . . . . . . . . . . . . . . . . 18
15.11 Corporate Secretary . . . . . . . . . . . . . . . . . 18
15.12 Employee . . . . . . . . . . . . . . . . . . . . . . . 18
15.13 Equity Security . . . . . . . . . . . . . . . . . . . 18
15.14 Exchange Act . . . . . . . . . . . . . . . . . . . . . 18
15.15 Exchange Act Section 16 . . . . . . . . . . . . . . . 18
15.16 Executive Officer . . . . . . . . . . . . . . . . . . 19
15.17 Exercise Date . . . . . . . . . . . . . . . . . . . . 19
15.18 Exercise Price . . . . . . . . . . . . . . . . . . . . 19
15.19 Expiration Date . . . . . . . . . . . . . . . . . . . 19
15.20 Fair Market Value . . . . . . . . . . . . . . . . . . 19
15.21 Grant Date . . . . . . . . . . . . . . . . . . . . . . 19
15.22 Grantee . . . . . . . . . . . . . . . . . . . . . . . . 19
ii
<PAGE>
15.23 Incentive Stock Option . . . . . . . . . . . . . . . . 19
15.24 Minimum Withholding Amount . . . . . . . . . . . . . . 19
15.25 Non-Qualified Option . . . . . . . . . . . . . . . . . 20
15.26 Notice of Exercise . . . . . . . . . . . . . . . . . . 20
15.27 Option . . . . . . . . . . . . . . . . . . . . . . . . 20
15.28 Optionee . . . . . . . . . . . . . . . . . . . . . . . 20
15.29 Payroll Tax . . . . . . . . . . . . . . . . . . . . . . 20
15.30 Payroll Taxpayer . . . . . . . . . . . . . . . . . . 20
15.31 Person . . . . . . . . . . . . . . . . . . . . . . . . 20
15.32 Program Adoption Date . . . . . . . . . . . . . . . . 20
15.33 Plan . . . . . . . . . . . . . . . . . . . . . . . . 20
15.34 Qualified Transferee . . . . . . . . . . . . . . . . . 20
15.35 Qualified Trust . . . . . . . . . . . . . . . . . . . . 20
15.36 Reload Option . . . . . . . . . . . . . . . . . . . . 21
15.37 Restricted Shares . . . . . . . . . . . . . . . . . . 21
15.38 Retirement . . . . . . . . . . . . . . . . . . . . . 21
15.39 Seasoned Shares . . . . . . . . . . . . . . . . . . . 21
15.40 Securities Act . . . . . . . . . . . . . . . . . . . . 21
15.41 Strike Price . . . . . . . . . . . . . . . . . . . . 21
15.42 Subsidiary . . . . . . . . . . . . . . . . . . . . . . 21
15.43 Tax Date . . . . . . . . . . . . . . . . . . . . . . . 21
15.44 Termination Date . . . . . . . . . . . . . . . . . . . 22
15.45 Termination for Cause . . . . . . . . . . . . . . . . 22
15.46 Total Disability . . . . . . . . . . . . . . . . . . . 22
15.47 Underlying Option . . . . . . . . . . . . . . . . . . 22
15.48 Vesting Period . . . . . . . . . . . . . . . . . . . . 22
15.49 Withholding Amount . . . . . . . . . . . . . . . . . . 22
iii
</TABLE>
<PAGE>
Article 1
Establishment
Pursuant to the 1989 Program the Company established a stock option plan
named the 1990 Stock Option Plan (the "Plan") for officers and key
employees of the Company and its subsidiaries. The 1989 Program has
been replaced by the 1997 Program, and this Plan is now established
pursuant to the 1997 Program.
Article 2
Defined Terms
Capitalized words used throughout this Plan have the meanings assigned
to them parenthetically throughout the Plan or in Article 15.
Article 3
Purpose
The purposes of the Plan are to induce officers and key employees of the
Company or its Subsidiaries who are in a position to contribute
materially to the Company's prosperity to remain with the Company or its
Subsidiaries, to of- fer them incentives and rewards in recognition of
their share in the Company's progress, to encourage them to continue to
promote the best interests of the Company and its stockholders, and to
allow the Company and its Subsidiaries to successfully compete with
other enterprises in the recruitment of new officers and key employees.
Article 4
Administration
The Committee shall administer the Plan as set forth in this Section.
4.01. Interpretation of the Plan.
The Committee may from time to time adopt, and thereafter amend or
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 1997 Program, as it considers proper. The
interpretation and construction of any provisions of the Plan by the
Committee shall be final. No member of the Board or the Committee shall
be liable for any action or determination made in good faith with
respect to the Plan or any Option granted under it.
The Corporate Secretary shall have the discretion and authority to
establish any and all procedures, forms, and rules of a ministerial
nature that he considers necessary or desirable for the orderly
administration of the Plan and shall have other administrative
responsibilities as set forth elsewhere in this Plan.
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The Committee may designate one or more Employees to hear and resolve
disputes arising under the Plan.
4.02. Abstention in Certain Cases by Committee Members.
If any Committee member's participation in an action to approve the
acquisition or disposition of an Equity Security by an Executive Officer
would prevent the Executive Officer's acquisition or disposition of the
Equity Security from being exempt from the liability provisions of
Exchange Act Section 16, the member shall abstain from voting on the
transaction if doing so would cause the acquisition or disposition to be
exempt.
Article 5
Number of Shares Authorized to be Issued
The number of shares of Common Stock that may be issued upon exercise of
Options granted under the Plan may not exceed 27,000,000 shares, subject
to adjustment as provided in Article 12 hereof. The shares issued under
the Plan may be either treasury shares or authorized but unissued
shares.
The number of shares of Common Stock that may be issued upon exercise of
Options granted pursuant to this Plan after April 15, 1997, together
with shares of Common Stock subject to other awards under the 1997
Program, may not exceed the limits set forth in Section 4(a) of the 1997
Program.
The number of shares of Common Stock that may be issued upon exercise of
Incentive Stock Options granted pursuant to this Plan after April 15,
1997, may not exceed 4,000,000 shares.
The shares of Common Stock allocable to the unexercised portion of any
Option that for any reason expires or is forfeited may again be subject
to an Option under the Plan.
Article 6
Grant of Options
6.01. Eligibility for Grants.
The Committee may grant Options under this Plan to any Grantee who is an
Employee of the Company or a Subsidiary of the Company on the Grant Date
of the Option and to whom the granting of Options and the exercise
thereof would not be in violation of the laws of the jurisdiction,
foreign or domestic, having legal authority over the issuance of Options
to, or the exercise thereof by, Employees working or residing in such
jurisdiction.
No Incentive Stock Option may be granted to any Grantee who owns
directly or indirectly shares of Common Stock or options to purchase
shares of Common Stock, together possessing more than 10% of the total
combined voting power or value of all classes of stock of the Company or
any of its Subsidiaries.
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<PAGE>
6.02. Committee Grants.
The Committee shall determine which Employees among those eligible shall
be granted Options and, with respect to each Option, shall specify the
number of shares of Common Stock subject to the Option. The Committee
may designate Grantees and the number of shares subject to each Option
by any objectively determinable description. The Committee may also
specify the Grant Date of the Option, the Strike Price, the Expiration
Date of the Option, the rate at which the Option may be exercised, and
such other terms of the Option as the Committee may consider
appropriate. In making its determinations, the Committee shall take into
consideration the value of the services rendered by the Grantees, their
present and potential contribution to the success of the Company and its
Subsidiaries, and such other factors the Committee may consider relevant
in accomplishing the purposes of the Plan.
6.03. Limitation on Discretion of Committee.
The Committee may not
(i) set the Grant Date of any Option to any date earlier than the date
of the Committee action granting the Option;
(ii)establish the Strike Price of any Option at a price lower than the
greater of (a) the Fair Market Value of one share of Common Stock
on the Grant Date of the Option or (b) the par value on the Grant
Date of the Common Stock; or
(iii)subject more than 3,000,000 shares to Options granted to any
single Employee in any calendar year.
Article 7
Terms of Options
7.01. Standard Terms of Options.
Unless the Committee specifies otherwise, the terms set forth in this
Section 7.01 shall apply to all Options granted under this Plan. Any
Stock Option Agreement that incorporates the terms of the Plan by
reference shall be deemed to have incorporated the terms set forth in
this Section 7.01 to the extent that these terms are not in conflict
with those explicitly set forth in the Stock Option Agreement.
(a) Non-Qualified Options. Each Option shall be a Non-Qualified Option.
(b) Grant Date. The Grant Date of each Option shall be the date of the
Committee action granting the Option.
(c) Strike Price. The Strike Price of each Option shall be the Fair
Market Value of one share of Common Stock on the Grant Date.
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<PAGE>
(d) Expiration Date. The Expiration Date of each Option shall be the
close of business on the tenth anniversary of the Option's Grant
Date. The Option shall not be exercisable after its Expiration
Date.
(e) Rate of Exercisability. Each Option shall become exercisable with
respect to 25% of the number of shares of Common Stock subject to
the Option on each of the first four anniversaries of the Grant
Date if, on such anniversary date, the Grantee shall have been
continuously employed by the Company, a Subsidiary of the Company,
or an Affiliate from the Grant Date.
(f) Reload Rights. Each Non-Qualified Option, other than Options
granted pursuant to Reload Rights, shall be granted with Reload
Rights.
(g) Limitations on Transfer. No Option may, during the lifetime of the
Grantee, be transferred, levied, garnished, executed upon, subjected
to a security interest, or assigned to any person other than the
Grantee, except that a Grantee may transfer an Option to a
Qualified Transferee if the transfer is made without payment of
consideration being paid to the Grantee. Documents evidencing the
transfer of any Option and the identity of the Qualified Transferee
shall be in such form as may be required by the Corporate
Secretary. No such Qualified Transferee may dispose of shares issued
upon exercise of an Option, other than to the Company, until such
shares are validly registered or, in the opinion of the Corporate
Secretary, exempt from registration under the Securities Act.
(h) Post-Employment Exercise of Options. Each Option may be exercised
after the Grantee's Termination Date only with respect to the number
of shares of Common Stock that were exercisable on the Grantee's
Termination Date. An Optionee may exercise an Option before its
Expiration Date with respect to those shares during a limited period
beginning on the Grantee's Termination Date and ending
(i) on the fifth anniversary of the Grantee's Termination Date, if
the Grantee's employment terminated by reason of his Retirement
or Total Disability;
(ii)on the first anniversary of the Grantee's Termination Date if
the Grantee's employment terminated by reason of his death;
(iii)on the day three months following the Grantee's Termination
Date if the Grantee terminated his employment voluntarily, for
a reason other than Retirement, or involuntarily for a reason
not constituting Termination for Cause.
If a Grantee's employment has been Terminated for Cause, the
Optionee shall forfeit all outstanding Options immediately on the
Grantee's Termination Date.
(i) Acceleration on Change in Control.
(1) Acceleration. Each Option shall become immediately exercisable
in full upon a Change in Control if
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<PAGE>
(i) the Change in Control occurs at least one year after the
Option's Grant Date and
(ii)the Grantee of the Option has been an Employee or an
employee of an Affiliate continuously from the Option's
Grant Date to the date of the Change in Control.
(2) Limitation on Acceleration. If the acceleration of
exercisability under Section 7.01(i)(1), together with all other
payments or benefits contingent on the Change in Control with
the meaning of Code Section 280G, results in any portion of such
payments or benefits not being deductible by the Company as a
result of the application of Code Section 280G, the benefits
shall be reduced until the entire amount of the benefits is
deductible. The reduction shall be effected by the exclusion of
grants of options or portions thereof in reverse chronological
order of their respective Grant Dates from the application of
Section 7.01(i)(1) until no portion of such benefits is rendered
non-deductible by application of Code Section 280G.
(j) Exercise After Death of Optionee. Upon the death of an Optionee,
all Options held by the Optionee on the Optionee's date of death, to
the extent exercisable under their terms, may be exercised by
(i) the executor or administrator of the Optionee's estate,
(ii)the Person or Persons to whom the Optionee's rights under the
Options pass by the Optionee's will or the laws of descent and
distribution, or
(iii)the beneficiary or beneficiaries designated by the Optionee in
accordance with Section 7.01(k).
(k) Designation of Beneficiaries. An Optionee may designate a
beneficiary or beneficiaries to exercise unexpired Options and to
own shares issued upon any such exercise after the Optionee's death
without order of any probate court or otherwise. A beneficiary so
designated may exercise an Option upon presentation to the Company
of evidence satisfactory to the Corpo- rate Secretary of the
beneficiary's identity and the death of the Optionee. An Optionee
may change any beneficiary designation at any time before his death
but may not do so by testamentary designation in his will or
otherwise. Beneficiary designations must be made in writing on a
form provided by the Corporate Secretary. Beneficiary designations
shall become effective on the date that the form, properly
completed, signed, and notarized, is received by the Corporate
Secretary. Any designation of a beneficiary by an Optionee with
respect to any Option shall be canceled upon the transfer of such
Option by the Optionee in accordance with the terms of the Plan.
(l) Agreement to Remain Employed. Each Grantee shall, as consideration
for the grant of each Option, agree in the Stock Option Agreement to
remain in the employ of the Company, its Subsidiaries, or an
Affiliate at the pleasure
5
<PAGE>
of the Company, such Subsidiary, or Affiliate for at least one year
from the Option's Grant Date or the earlier termination of the
Grantee's employment effected or approved by the Company, the
Subsidiary, or Affiliate. If the Grantee violates the agreement,
the Optionee shall forfeit the Option.
Nothing contained in the Plan or in any Option granted pursuant to
the Plan shall confer upon any Grantee any right to continue
employment with the Company, its Subsidiaries, or Affiliates nor
interfere in any way with the right of the Company, its
Subsidiaries, or Affiliates to terminate the Grantee's employment
or change the Grantee's compensation at any time.
(m) Forfeiture Upon Conflict of Interest. If any Grantee, without the
consent of the Committee, becomes associated with, employed by,
renders services to, or owns any significant interest in any
business that is in competition with the Company, its Subsidiaries,
or Affiliates, any outstanding Option granted to such Grantee shall
be forfeited.
7.02. Mandatory Terms of Incentive Stock Options.
If the Committee specifies that an Option is an Incentive Stock Option,
the terms set forth in this Section 7.02 shall be incorporated into the
terms of the Option in preference to any conflicting terms set forth in
Section 7.01. If the Stock Option Agreement setting forth the terms of
any Option contradict the terms set forth in this Section 7.02, such
Option shall be treated as a Non- Qualified Stock Option,
notwithstanding its designation as an Incentive Stock Option by the
Committee.
(a) Grant Date within 10 Years of Program Adoption. No Incentive Stock
Option may be granted under the Plan after the tenth anniversary of
the Program Adoption Date.
(b) Limitation on Option Term. No Incentive Stock Option may be
exercised after the tenth anniversary of its Grant Date.
(c) Strike Price. No Incentive Stock Option may have a Strike Price
less than the Fair Market Value of one share of Common Stock on the
Grant Date of the Incentive Stock Option.
(d) Non-Transferability. No Incentive Stock Option may be transferred
by the Grantee except by the Grantee's will or the laws of descent
and distribution. An Incentive Stock Option may be exercised during
the Grantee's lifetime only by the Grantee, and after the Grantee's
death only by a beneficiary designated by the Grantee pursuant to
the terms of the Plan, or otherwise by the executor or administrator
of the Grantee's estate or the Person succeeding to the Grantee's
interest in the Incentive Stock Option under the Grantee's will or
the applicable laws of intestacy.
7.03. Standard Terms of Incentive Stock Options.
Unless the Committee specifies otherwise in the Committee action, the
following terms shall apply to all Incentive Stock Options granted under
the Plan. To
6
<PAGE>
the extent the terms set forth in this Section 7.03 conflict with the
standard terms applicable to Options generally set forth in Section
7.01, the terms of this section shall control the terms of any Options
designated as Incentive Stock Options at the time of grant.
(a) Maximum Rate of Exercisability. The Fair Market Value on the Grant
Date of the shares of Common Stock subject to any Incentive Stock
Option with respect to which the Incentive Stock Option becomes
exercisable for the first time during any calendar year, together
with the Fair Market Value of shares of Common Stock subject to
other Incentive Stock Options on their respective Grant Dates owned
by the Optionee under all plans of the Company and its Subsidiaries
and first becoming exercisable in the same calendar year, shall not
exceed $100,000 or, if different, the maximum limitation in effect
under Code Section 422 for Incentive Stock Options on the Grant Date
of such Incentive Stock Option. To the extent the terms of the
Option permit the exercise of an Option for more shares than
permitted by this Section 7.03(a), each Option or portion of an
Option, in reverse chronological order of their Grant Dates, shall
be treated as Non- Qualified Options until the remaining Options or
portions of Options meet the limitations set forth in this Section
7.03(a).
(b) Post-Employment Exercise. Any Incentive Stock Option exercised
after the end of the 12-month period beginning on the Grantee's
Termination Date shall, to that extent, be treated as a
Non-Qualified Option.
7.04. Stock Option Agreement.
The terms of each Option shall be set forth in a Stock Option Agreement
executed by the Company and the Grantee. The Stock Option Agreement
must set forth those terms that are not made standard terms of the
Option pursuant to this Plan.
Article 8
Exercise of Options
8.01. Notice of Exercise.
An Optionee may exercise his Option to purchase shares of Common Stock
by written notice to the Corporate Secretary
(i) unambiguously identifying the Option that he is exercising;
(ii)stating the number of shares with respect to which he is exercising
the Option;
(iii)accompanied by payment of the Exercise Price in cash or any other
form permitted by Section 8.02;
(iv)if the Optionee wants to have the shares issued to be registered
jointly with the Optionee's spouse, a statement to that effect;
7
<PAGE>
(v) if the Optionee is electing to have any Payroll Tax withholding
obligation discharged by delivery of Seasoned Shares or withholding
of shares from shares issuable upon the exercise pursuant to
Section 9.04, a statement to that effect, and, if the Optionee
elects to have more than the required minimum percentage of Payroll
Taxes withheld, a statement of the percentage to be withheld, not
exceeding, if the Grantee is an Executive Officer, the applicable
marginal tax rate;
(vi)if the Optionee is electing to receive Restricted Shares pursuant
to Section 10.02, a statement of the Vesting Period the Optionee is
electing;
(vii)if the Optionee is delivering or attesting to ownership of
Restricted Shares in payment of the Exercise Price and desires to
elect a more extended Vesting Period pursuant to Section 10.03,
a statement of the extended Vesting Period the Optionee is
electing.
The Corporate Secretary may dispense with a written Notice of Exercise
in the case of certain exercises in which he considers a written Notice
of Exercise unnecessary.
The Exercise Date shall be the date on which the Notice of Exercise,
together with the payment of the Exercise Price, is received by the
Corporate Secretary or his designee. The Optionee may not, after the
Exercise Date, change the form of payment of the Exercise Price, the
election regarding stock withholding, or other aspects of the exercise
dependent on the Fair Market Value of the Common Stock.
The Corporate Secretary may condition the exercise of an Option on the
Optionee's filing with the Company a representation in writing that at
the time of such exercise it is the Optionee's then present intent to
hold the shares being purchased for investment and not for resale, or on
the completion of any registration or other qualification of shares
under any state or federal laws or rulings or regulations of any
government regulatory body that the Corporate Secretary may determine to
be necessary or advisable.
8.02. Form of Payment of Exercise Price.
(a) Payment in Cash. Unless the Optionee elects in the Notice of
Exercise to make payment in another form authorized by the Plan,
payment of the Exercise Price shall be in United States dollars,
payable in cash or by check. The Corporate Secretary may establish
procedures to delay the processing of any Option exercise until any
check delivered in payment of the Exercise Price has cleared, and,
if a check fails to clear, cancel the exercise.
(b) Payment in Shares of Common Stock. On exercise of any Option, the
Optionee may elect in the Notice of Exercise to pay the Exercise
Price by surrender of stock certificates in transferable form
representing Seasoned Shares having an aggregate Fair Market Value,
determined as of the Exercise Date, at least equal to the Exercise
Price.
(c) Payment by Attestation. In lieu of the delivery of physical
certificates, an
8
<PAGE>
Optionee may deliver shares in payment of the Exercise Price
by attesting, on a form established by the Corporate Secretary,
to the ownership, either outright or through ownership of a broker
account, of a sufficient number of Seasoned Shares to pay the
Exercise Price. The attestation must be notarized and signed by
the Optionee and any co-owners with the Optionee of the shares
with respect to which the attestation is being made. The form of
attestation must be accompanied by any other documentation the
Corporate Secretary considers necessary to evidence actual
ownership of such shares or otherwise preserve the integrity of
the Plan. Shares, the ownership of which is so attested to by
the Optionee, shall be deemed to have been re-issued to the
Optionee on the Exercise Date in partial satisfaction of the
Company's obligation to issue shares of Common Stock pursuant to
the Option exercise to which it relates.
(d) Fractional Shares. If an Optionee pays the Exercise Price of an
Option by delivery or attestation of Seasoned Shares, the Company
shall apply to payment of the Exercise Price from the shares
delivered or attested the highest number of whole shares having a
Fair Market Value on the Exercise Date less than or equal to the
Exercise Price, and the Optionee shall be required to pay in cash
the Fair Market Value of the fractional share resulting from
truncating the number of shares to a whole number of shares.
Article 9
Withholding of Payroll Taxes on Exercise
9.01. Obligation to Pay Payroll Taxes.
Any Optionee, Grantee, or other Person (the "Payroll Taxpayer") with
respect to whom the Company or a Subsidiary of the Company has an
obligation under any Payroll Tax law to withhold amounts with respect to
income arising from the exercise of any Option must pay to the Company
or Subsidiary of the Company the Minnimum Withholding Amount.
9.02. Amount to Be Withheld.
The Payroll Taxpayer may elect in the Notice of Exercise or on another
form specified by the Corporate Secretary for such purpose an amount to
be withheld (the "Withholding Amount") with respect to the exercise of
any Option. The Withholding Amount must be greater than or equal to the
Minimum With-holding Amount and, if the Payroll Taxpayer is an
Executive Officer, less than or equal to the Payroll Taxpayer's combined
marginal tax rate for all Payroll Taxes. In the absence of such an
election, the Withholding Amount shall be the Minimum Withholding
Amount.
If all amounts withheld in payment of Payroll taxes are reported to the
appropriate taxing jurisdiction as amounts withheld from the Payroll
Taxpayer, the Company or Subsidiary may, in cases where the Corporate
Secretary considers
9
<PAGE>
it necessary, set the Withholding Amount to an amount in excess of the
Minimum Withholding Amount based on assumptions about the amount
required by law to be withheld.
9.03. Eligibility to Elect Stock Withholding.
A Payroll Taxpayer may elect to pay all or part of the Withholding
Amount in shares of Common Stock if the Optionee pays the Exercise Price
by delivering or attesting to ownership of shares of Common Stock
pursuant to Sections 8.02(b) or 8.02(c).
9.04. Manner of Withholding.
If the Payroll Taxpayer is eligible to satisfy his obligation to pay the
Withholding Amount by payment of shares of Common Stock pursuant to
Section 9.03, he may pay the Withholding Amount by one or more of the
following methods:
(i) delivering Seasoned Shares; or
(ii)directing the Company to withhold from those shares that would
otherwise be received upon exercise of the Option or upon the
vesting of Restricted Shares, shares of Common Stock having a Fair
Market Value on the Tax Date of no more than the Minimum
Withholding Amount; or
(iii)paying cash to the Company.
If the Payroll Taxpayer is not eligible to elect stock withholding, the
Withholding Amount must be paid entirely in cash. Any portion of the
Withholding Amount that would require withholding or delivery of a
fractional share and any portion of the Withholding Amount not paid by
the withholding or surrender of Common Stock must be paid in cash.
(a) Limit on Use of Unvested Restricted Shares. If the Option exercise
resulted in the issuance of Restricted Shares and the Vesting Period
with respect to the Restricted Shares has not ended on or before the
Tax Date, method (ii) described in Section 9.04 shall not be
available as a means of stock withholding.
(b) Limit with Respect to Transferred Options. If an Option was
transferred by the Grantee or the tax liability resulting from the
exercise of the Option is otherwise not imposed on the Optionee,
method (ii) described in Section 9.04 shall not be available as a
means of stock withholding.
Article 10
Issuance of Shares on Exercise
10.01. Generally.
No Optionee will be considered a holder of any shares of Common Stock
subject to an Option until a stock certificate or certificates for such
shares are issued to the Optionee after an exercise of the Option under
the terms of the Plan. No
10
<PAGE>
Optionee shall be entitled to dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions, or
other rights with respect to the shares subject to purchase under the
Option unless the record date for any such dividend, distribution, or
other right falls on or after the date the Optionee becomes a record
holder of such shares.
All shares of Common Stock issued pursuant to an exercise of an Option
shall be issued in the name of the Optionee, or in the name of the
Optionee and the Optionee's spouse, and shall, except as otherwise
provided in Article 8, be freely transferable by the registered owners
upon issuance.
10.02. Elective Issuance of Restricted Shares.
Certain Optionees, as determined by the Committee, may elect to receive
Restricted Shares upon the exercise of an Option if the Optionee so
states in the Notice of Exercise and has paid the Exercise Price of the
Option by attesting to or by delivering shares of unrestricted Common
Stock pursuant to Sections 8.02(b) or 8.02(c).
If an Optionee elects on exercise of any Option to receive Restricted
Shares, the Company shall issue to the Optionee
(i) a number of unrestricted shares of Common Stock equal to the number
of unrestricted shares the Optionee used to pay the Exercise Price
plus
(ii)all other shares issuable pursuant to the exercise of the Option as
Restricted Shares, having the Vesting Period specified by the
Optionee in the Notice of Exercise and otherwise subject to the
restrictions on transfer and other terms set forth in Section
10.05.
10.03. Mandatory Issuance of Restricted Shares.
Certain Optionees, as determined by the Committee, may in the exercise
of an Option deliver or attest to ownership of Restricted Shares in
payment of the Exercise Price, notwithstanding restrictions on
transferability to which such shares are subject. If an Optionee elects
to so pay the Exercise Price of an Option, the Company shall issue to
the Optionee
(i) a number of shares equal to the number of Restricted Shares used to
pay the Exercise Price as Restricted Shares having a Vesting Period
identical to the Vesting Period of the shares so used in payment of
the Exercise Price and
(ii)all other shares issuable pursuant to the exercise of the Options
as Restricted Shares having a Vesting Period identical to the
Vesting Period of the shares so used to pay the Exercise Price, or
if the Optionee elects in the Notice of Exercise, a Vesting Period
extending beyond the end of the Vesting Period of the shares so
used.
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10.04. Issuance of Restricted Shares Not Available to Transferred
Options.
Neither the Optionee, nor the Grantee, of an Option transferred by the
Grantee pursuant to the provisions of this Plan may use Restricted
Shares in payment of the Exercise Price nor elect to receive Restricted
Shares on exercise of the Option.
10.05. Terms of Restricted Shares Issued on Exercise.
Subject to the right of the Optionee to elect the length of the Vesting
Period applicable to Restricted Shares issued pursuant to an Option
exercise under the Plan, all Restricted Shares issued pursuant to the
Plan shall be subject to the terms and conditions set forth in this
Section 10.05.
(a) Restriction on Transfer. An Optionee who receives Restricted Shares
may not sell, transfer, assign, pledge or otherwise encumber or
dispose of the Restricted Shares until the end of the Vesting Period
for such shares, except:
(i) to the Company in payment of the exercise price of a stock
option issued by the Company under any employee stock option
plan adopted by the Company that provides for payment of the
exercise price in the form of restricted stock or
(ii)to a trust that is a Qualified Trust upon the following terms:
(A) the Company receives, before the transfer, a true copy of
the trust agreement of the Qualified Trust and an opinion
from Optionee's counsel that (1) the trust will be treated
as a grantor trust owned by the Optionee under Subchapter
J of the Code at all times until the restrictions on such
stock lapse or the stock is forfeited under the terms of
their grant, (2) the terms of the trust provide that upon
the forfeiture of the Restricted Shares under the terms of
its grant or the earlier termination of the trust for
whatever reason, ownership of the Restricted Shares shall
revert to the Optionee or to the Company, (3) the trustee
of such trust may not, prior to the lapsing of
restrictions on such stock, sell, transfer, assign,
pledge, or otherwise encumber or dispose of the Restricted
Shares except to the Company or to the Optionee, subject
to the restrictions provided for in this Plan, and (4) un-
til the restrictions lapse, the trustee is not authorized
to incur liabilities on behalf of the trust, other than to
the beneficiaries of the trust; and
(B) the Corporate Secretary, in his discretion, may require
the Optionee and the trustee to execute other documents as
a pre-condition to such transfer to insure enforcement of
the terms of the Restricted Shares or otherwise.
(b) Enforcement of Transfer Restrictions. Unless the Corporate
Secretary establishes alternative procedures, certificates
representing Restricted Shares
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shall be registered in the name of the Optionee (or the
Qualified Transferee trust in the case of shares transferred
to such a trust pursuant to Section 10.05(a)) and shall be held
by the Company in escrow, together with a stock power assigning
the Restricted Shares back to the Company, to be used only in
the event of the forfeiture of any of the Restricted Shares.
(c) Vesting Period. When an Optionee elects a Vesting Period to apply
to Restricted Shares issued under the Plan, the Optionee shall elect
a Vesting Period ending at least six months and no more than ten
years after the Exercise Date of the Option with respect to which
the Restricted Shares were issued, but in no event may the Optionee
elect a Vesting Period ending before the end of the Vesting Period
of any Restricted Shares used to pay the Exercise Price of the
Option pursuant to Section 10.03.
The Corporate Secretary may establish restrictions on the dates
during the year on which Vesting Periods electable pursuant to this
Article 10 may end for the convenient administration of Restricted
Shares issued under the Plan.
At any time on or before the last day of the 13th calendar month
that ends on or before the last day of the Vesting Period for any
Restricted Shares, the Optionee may elect to extend the Vesting
Period on all but not a portion of the Restricted Shares by any
multiple of six months.
(d) Forfeiture and Vesting of Restricted Shares.
(1) Vesting at End of Vesting Period. Any Restricted Shares not
forfeited by the end of the Vesting Period shall vest, and the
Company shall issue a certificate evidencing the shares to the
registered owner thereof promptly after the end of the Vesting
Period.
(2) Restricted Shares Issued Mandatorily. Unless the Committee
determines otherwise, Restricted Shares issued mandatorily
pursuant to the exercise of an Option under Section 10.03 shall
inherit the vesting conditions of the Restricted Shares used to
pay the Exercise Price. If the Restricted Shares used to pay
the Exercise Price would be for feited upon the Grantee's
termination of employment before the end of the Vesting Period,
the Restricted Shares issued pursuant to such exercise shall be
forfeited; if the Restricted Shares used to pay the Exercise
Price would be vested upon the Grantee's termination of em-
ployment before the end of the Vesting Period, the Restricted
Shares issued pursuant to such exercise shall vest and the
Company shall issue a certificate representing the shares to
the registered owner thereof. Likewise, Restricted Shares
issued under the Plan shall be forfeited or shall vest upon the
occurrence of any other event that would cause the forfeiture or
vesting of the Restricted Shares used to pay the Exercise Price
under Section 10.03.
(3) Restricted Shares Issued Electively. Unless the Committee
determines otherwise, Restricted Shares issued at the election
of the Optionee
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under Section 10.02 shall be forfeited if the Grantee
terminates his employment at any time before the end of the
Vesting Period for the Restricted Shares unless
(i) the Grantee terminated employment for Retirement or
(ii)the Grantee's employment was terminated involuntarily
other than as a Termination for Cause,
in which cases, the restrictions on the Restricted Shares
shall lapse, and the Company shall issue a certificate
representing the shares to the registered owner thereof.
(e) Rights of Grantee in Restricted Stock. The registered owner of
Restricted Shares shall have the right to vote the shares of stock
and to receive dividends or other distributions with respect to
the shares.
Article 11
Reload Rights
11.01. Grant of Reload Rights on Outstanding Non-Qualified Options.
The Committee may grant Reload Rights with respect to any outstanding
Non-Qualified Options issued under any stock option plan of the
Company, whether originally granted with Reload Rights or not.
11.02. Terms of Reload Options.
Any Underlying Option granted Reload Rights shall, unless the Committee
specifies other terms at the time the Reload Rights are granted, entitle
the Grantee to receive a new Option (a "Reload Option") on the
Optionee's exercise of the Underlying Option by delivery or attestation
of shares of Common Stock in payment of the Exercise Price on the terms
set forth in this Article 11.
(a) Conditions to the Grant of Reload Options. No Reload Option shall
be granted on the exercise of the Underlying Option unless
(i) a sufficient number of shares remain authorized and not issued
or subject to purchase under outstanding Options granted under
the Plan;
(ii)the Grantee of the Option is an Employee on the Exercise Date
of the Underlying Option;
(iii)the exercise of the Underlying Option is for the purchase of a
number of shares of Common Stock at least equal to the lesser
of (a) 25% of the total number of shares subject to purchase
under the Underlying Option or (b) 100% of the shares with
respect to which the Underlying Option is then exercisable;
(iv)the Grant Date of the Reload Option would be at least one year
before the Expiration Date of the Underlying Option; and
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<PAGE>
(v) the Fair Market Value of the Common Stock on the Exercise Date
is greater than or equal to the Strike Price of the Underlying
Option.
(b) Number of Shares Subject to Purchase; Grant Date. Each Reload
Option shall entitle the Optionee to purchase a number of shares
equal to the sum of
(i) the number of shares used to pay the Exercise Price of the
Underlying Option pursuant to Sections 8.02(b) or 8.02(c) on
the Exercise Date and
(ii)the number of shares delivered or withheld in payment of the
With-holding Amount pursuant to Section 9.04.
If the Exercise Date and the Tax Date do not coincide, the Reload
Option shall be issued as two separate Options to purchase the
number of shares set forth in (i) and (ii) above and having Grant
Dates on the Exercise Date and the Tax Date, respectively.
(c) Strike Price. Each Reload Option shall have a Strike Price equal to
the Fair Market Value of one share of Common Stock on the Grant Date
of the Reload Option.
(d) Expiration Date. Each Reload Option shall have the same Expiration
Date as the Underlying Option.
(e) No Reload Rights. No Reload Option shall have Reload Rights.
(f) Rate of Exercisability. Each Reload Option shall become exercisable
in full on the first anniversary of the Grant Date of the Reload
Option.
(g) Forfeiture on Disposition of Shares Acquired in Exercise of
Underlying Option. Each Reload Option shall be forfeited if the
Optionee disposes of any of the shares issued on exercise of the
Underlying Option before the date six months after the Exercise Date
to any Person other than the Company in the payment of Payroll Taxes
on exercise of the Underlying Option.
(h) Other Terms and Conditions. Except to the extent in conflict with
the terms set forth in this Article 11, the terms for Options
granted under the Plan as set forth in Section 7.01 shall apply to
each Reload Option.
11.03. Variant Reload Rights.
Any terms of Reload Rights or Reload Options different from those set
forth in this Article 11 must be set forth in the Stock Option Agreement
for the Underlying Option.
Article 12
Change in Stock, Adjustments, Etc
If the outstanding Common Stock of the Company is increased or decreased
or changed into or exchanged for a different number of shares or kind of
shares
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<PAGE>
or other securities of the Company or of another Person by reason
of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, or a dividend
payable in capital stock (including a spin-off), or otherwise, the
Committee shall make an appropriate adjustment to the number and kind of
shares for the purchase of which Options may be granted under the Plan
including the maximum number that may be granted to any one person.
In addition, the Committee shall make appropriate adjustment to the
number and kind of shares as to which outstanding Options, or portions
thereof then unexercised, shall be exercisable and to the Strike Price
of the Options. Each such adjustment to outstanding Incentive Stock
Options shall be made in such a manner as not to constitute a
modification as defined in Code Section 424. If any outstanding Options
are subject to any conditions affected by the event, the Committee shall
also make appropriate adjustments to such conditions. Any such
adjustments made by the Committee shall be conclusive.
The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate, or to
sell or transfer all or any part of its business orassets.
Article 13
Amendment and Termination
The Board may at any time amend or terminate the Plan as it considers
advisable and in the best interests of the Company, but no such
termination or amendment may
(i) without the consent of the Optionee, adversely affect or impair the
rights of the Optionee under any outstanding Option; or
(ii)be inconsistent with the provisions of the 1997 Program.
Article 14
Effective Date and Duration of the Plan
This Plan was initially effective as of February 17, 1990, and was
continued as a plan under the 1997 Program on the Program Adoption Date.
No Option shall be granted under the Plan after the last permissible
date for the granting of Options under the 1997 Program, but Options
granted before that date may have Expiration Dates that extend beyond
such date.
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Article 15
Definitions
15.01. 1989 Program.
"1989 Program" means the Company's Long-Term Stock Incentive Program,
approved by the Company's shareholders on April 18, 1989.
15.02. 1997 Program.
"1997 Program" means the Company's 1997 Long-Term Stock Incentive Pro-
gram, approved by the Company's shareholders on April 15, 1997, as
amended from time to time.
15.03. Affiliate.
"Affiliate" means those Persons, other than Subsidiaries of the Company,
designated from time to time by the Committee as such. <FN1>
[FN]
<FN1> Currently, "Sprint Spectrum L.P., Global One, and Alcatel, N.V.,
together with their Subsidiaries."
</FN>
15.04. Board.
"Board" means the board of directors of the Company.
15.05. Change in Control.
"Change in Control" means the occurrence of any of the following events
(i) the acquisition of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding
securities by any "person" or "group" as such terms are defined in
Sections 13(d) and 14(d) of the Exchange Act, other than
(A) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company;
(B) the Company or a Person (or one of its Subsidiaries) owned by
the stockholders of the Company in substantially the same
proportions as their ownership of the stock of the Company; or
(C) Deutsche Telekom AG or France Telecom, individually or
collectively;
(ii)at the end of any two-year period, less than a majority of the
directors of the Company are directors
(A) who were directors of the Company at the beginning of the
two-year period or
(B) whose election as director was approved by a vote of
two-thirds of the then directors described in the preceding
clause (A) or this clause (B) by prior election;
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<PAGE.
(iii)the Company's shareholders approve a merger or consolidation in
which the Company is not the surviving entity, or a liquidation or
dissolution of the Company, or a sale of all or substantially all
of the Company's assets; or
(iv)the acquisition by Deutsche Telekom AG or France Telecom,
individually or collectively, of additional securities of the
Company that would result in them possessing in the aggregate 35%
or more of the combined voting power of the Company's then
outstanding securities.
15.06. Code.
"Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.
15.07. Code Section.
"Code Section" is a reference to a particular section of the Code, and
includes any successor provision or the same or a successor provision as
renumbered at any time.
15.08. Committee.
"Committee" means the the Organization, Compensation, and Nominating
Committee of the Board.
15.09. Common Stock.
"Common Stock" means the Company's common stock, par value $2.50 per
share, as further described in the Company's article of incorporation,
as amended.
15.10. Company.
"Company" means Sprint Corporation, a Kansas corporation, or its
successor.
15.11. Corporate Secretary.
"Corporate Secretary" means the secretary of the Company.
15.12. Employee.
"Employee" means an employee of the Company or a Subsidiary of the Com-
pany.
15.13. Equity Security.
"Equity Security" means an equity security as defined by the Exchange
Act for purposes of Exchange Act Section 16.
15.14. Exchange Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time and as interpreted and implemented by the rules and
regulations issued thereunder.
15.15. Exchange Act Section 16.
"Exchange Act Section 16" means section 16 of the Exchange Act.
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<PAGE>
15.16. Executive Officer.
"Executive Officer" means an officer of the Company that is subject to
the liability provisions of Exchange Act Section 16.
15.17. Exercise Date.
"Exercise Date" has the meaning indicated in Section 8.01.
15.18. Exercise Price.
"Exercise Price" means, with respect to the exercise of an Option, the
Strike Price of the Option multiplied by the number of shares with
respect to which the Option is being exercised.
15.19. Expiration Date.
"Expiration Date" means, with respect to any Option, the last date on
which the Option may be exercised in the absence of an earlier
forfeiture of the Option.
15.20. Fair Market Value.
"Fair Market Value" means, with respect to the Common Stock on any date,
the average of the high and low prices per share of the Common Stock for
composite transactions on that date, unless there was no trading in the
Common Stock on that date, in which case, on the most recent day before
that date on which the Common Stock was traded. The Fair Market Value of
shares of Restricted Stock shall be determined without taking into
account any restrictions.
"Fair Market Value" means, with respect to other property, the value of
the property as determined by the Committee.
15.21. Grant Date.
"Grant Date" means, with respect to any Option, the date on which the
term of the Option begins, as determined in Article 7 and Article 11.
15.22. Grantee.
"Grantee" means, with respect to any Option, the Employee to whom the
Option was originally granted, notwithstanding any subsequent transfer
of the Option under the terms of the Plan.
15.23. Incentive Stock Option.
"Incentive Stock Option" means an Option designated as such in the
Committee action granting the Option. This Plan's intent is that
Incentive Stock Options meet the requirements of Code Section 422.
15.24. Minimum Withholding Amount.
"Minimum Withholding Amount" means, with respect to any Option exercise,
the amount the employer is required to withhold from the income of the
Payroll Taxpayer under the Payroll Tax laws.
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15.25. Non-Qualified Option.
"Non-Qualified Option" means any Option that is not an Incentive Stock
Option.
15.26. Notice of Exercise.
"Notice of Exercise" means the notice by an Optionee of the exercise of
an Option as set forth in Section 8.01.
15.27. Option.
"Option" means the right, set forth in a written agreement between the
Company and an Optionee, authorized by this Plan to acquire a
determinable number of shares of Common Stock at a determinable price
for a determinable period of time and having such other terms as may be
determined by the Committee or as set forth in this Plan.
15.28. Optionee.
"Optionee" means, with respect to any Option at any particular time, the
holder of the Option at that time.
15.29. Payroll Tax.
"Payroll Tax" means any tax required by an employer to be withheld from
wages paid to its employees, including but not limited to federal income
tax withholding, Social Security and Medicare withholding taxes, and
state and local income tax withholding.
15.30. Payroll Taxpayer.
"Payroll Taxpayer" has the meaning specified in Section 9.01.
15.31. Person.
"Person" means any individual, corporation, partnership, limited
liability company, business trust, or other entity.
15.32. Program Adoption Date.
"Program Adoption Date" means April 15, 1997.
15.33. Plan.
"Plan" means the 1990 Stock Option Plan, the terms of which are set
forth in this document.
15.34. Qualified Transferee.
"Qualified Transferee" means a Qualified Trust.
15.35. Qualified Trust.
"Qualified Trust" means a trust
(i) that is a grantor trust treated as owned by the Grantee under
Subchapter J of the Code;
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<PAGE>
(ii)of which the Grantee, the Grantee's spouse, or the Grantee's
descendants by blood, adoption, or marriage, are the sole
beneficiaries; and
(iii)that, by its terms, may not be amended to violate the foregoing
restrictions so long as the trust is an Optionee under this Plan.
15.36. Reload Option.
"Reload Option" means an Option granted upon exercise of an Option
having Reload Rights under the terms and conditions set forth in Article
11.
15.37. Restricted Shares.
"Restricted Shares" means shares of Common Stock subject to restrictions
on transfer and the possibility of forfeiture for any period of time.
15.38. Retirement.
"Retirement" means termination of employment by an employee who is
entitled to receive payment of pension benefits in accordance with the
Sprint Retirement Pension Plan immediately after the employee's
Termination Date.
15.39. Seasoned Shares.
"Seasoned Shares" means, with respect to any Person, shares of Common
Stock
(i) acquired from the Company and owned by such Person for a period of
at least six months; or
(ii)acquired by such Person other than from the Company.
15.40. Securities Act.
"Securities Act" means the Securities Act of 1933, as amended from time
to time and as interpreted and implemented by the rules and regulations
issued thereunder.
15.41. Strike Price.
"Strike Price" means, with respect to any Option, the price per share at
which the Optionee is entitled to purchase shares of Common Stock.
15.42. Subsidiary.
"Subsidiary" means, with respect to any Person (the "Controlling
Person"),
(i) all Persons (the "Controlled Persons") in whom the Controlling
Person, together with its Subsidiaries, directly owns more than 50%
of the voting rights, and
(ii)all Subsidiaries of the Controlled Persons.
15.43. Tax Date.
"Tax Date" means, with respect to any Option exercise, the date on which
the shares issued pursuant to the Option exercise become subject to
federal income taxation.
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<PAGE>
15.44. Termination Date.
"Termination Date" means, with respect to any Employee, the date on
which the Employee ceases to be employed by the Company, any of its
Subsidiaries, or any Affiliate, and ceases to receive severance benefits
under any applicable plans for the payment of severance benefits by the
employing entity.
15.45. Termination for Cause.
"Termination for Cause" means an involuntary termination of employment
because
(i) the employee has materially breached the Company's Code of Ethics,
or the code of ethics of the employer;
(ii)the employee has materially breached the Sprint Employee Agreement
Regarding Property Rights and Business Practices;
(iii)the employee has engaged in acts or omissions constituting
dishonesty, intentional breach of a fiduciary obligation, or
intentional acts of wrongdoing or misfeasance; or
(iv)the employee has acted intentionally and in bad faith in a manner
that results in a material detriment to the assets, business, or
prospects of the employer.
In determinaing whether any particular employee was Terminated for
Cause, the characterization of the reason for termination used for
purposes of other employee benefit plans of the Company or other
employer shall apply to this Plan.
15.46. Total Disability.
"Total Disability" means termination of employment under circumstances
that would make the employee eligible to receive benefits under the
employer's long-term disability plan.
15.47. Underlying Option.
"Underlying Option" means, with respect to any Reload Option, the Option
to which the Reload Rights were attached and the exercise of which
resulted in the grant of the Reload Option.
15.48. Vesting Period.
"Vesting Period" means, with respect to any Restricted Shares, the
period of time during which the Restricted Shares (i) are subject to
limitations on transfer and (ii) may be divested from the owner upon
failure to meet any applicable conditions to vesting.
15.49. Withholding Amount.
"Withholding Amount" has the meaning specified in Section 9.02.
22
