Exhibit 10(c)
MANAGEMENT INCENTIVE STOCK OPTION PLAN
1. Establishment and Purpose. Sprint
Corporation, a Kansas corporation (the
"Company"), hereby establishes a stock option
plan to be named the Management Incentive
Stock Option Plan (the "Plan") The purpose of
the Plan is to permit employees of the
Company and its subsidiaries who are eligible
to receive annual incentive compensation to
receive nonqualified stock options in lieu of
a portion of the target incentive under the
Company's management incentive plans
("MIPs"), thereby encouraging the employees
to focus on the growth and profitability of
the Company and the performance of its common
stock. Subject to approval of the Company's
stockholders, the Plan provides for options
to be granted beginning March 15, 1995, and
ending April 18, 2005. Stock options granted
prior to or as of April 18, 2005, may extend
beyond that date.
2. Administration. The Plan shall be
administered by the Organization and
Compensation Committee of the Board of
Directors (the "Committee"). The Company
shall grant options under the Plan in
accordance with determinations made by the
Committee pursuant to the provisions of the
Plan. The Committee from time to time may
adopt (and thereafter amend and rescind) such
rules and regulations for carrying out the
Plan and take such action in the
administration of the Plan, not inconsistent
with the provisions of the Plan, as it shall
deem proper. The Committee may correct any
defect, supply any omission or reconcile any
inconsistency in the Plan, or in any option
or restricted shares of common stock granted
or issued pursuant to the Plan, in the manner
and to the extent it shall deem desirable to
effect the terms of the Plan. With respect to
any option or restricted stock issued under
the Plan, the Committee may determine when
the option may become exercisable or the
restrictions on restricted stock shall lapse,
as the case may be, whenever, in the
judgement of the committee, doing so would be
in the best interest of the Corporation. The
interpretation and construction of any
provisions of the Plan by the Committee
shall, unless otherwise determined by the
Board of Directors of the Company, be final
and conclusive. No member of the Board of
Directors or the Committee shall be liable
for any action or determination made in good
faith with respect to the Plan or any option
granted under it. The Corporate Secretary
shall act as Plan Administrator carrying out
the day-to-day administration of the Plan
unless the Committee appoints another officer
or employee of the Company as Plan
Administrator.
3. Eligibility. The Committee will determine
each year whether options will be granted in
such year, whether participation will be
elective or automatic, which class or classes
of common stock will be subject to purchase
by participants (which may different for
different groups of employees) and the amount
of incentive compensation to be given up for
each stock option. Any salaried employee of
the Company and its subsidiaries shall be
eligible to be selected for participation in
the MIPs. The Committee will, in its
discretion, determine the employees who
participate in the MIPs and, therefore, who
will be eligible for
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options, the dates on which options shall be
granted, and any conditions on the exercise of
the options.
No option may be granted to any individual who
immediately after the option grant owns directly
or indirectly stock possessing more than five
percent (5%) of the total combined voting power
or value of all classes of stock of the Company
or any subsidiary.
4. Common Stock Subject to the Plan. The shares
of any class of publicly traded common stock
of the Company to be issued upon the exercise
of a nonqualified option to purchase such
common stock granted in lieu of MIP payout
may be made available from the authorized but
unissued common stock of the Company, shares
of common stock held in the treasury, or
common stock purchased on the open market or
otherwise.
Approval of the Plan by the Stockholders of
the Company shall constitute authorization to
use such shares for the Plan subject to the
discretion of the Board or as such discretion may
be delegated to the Committee.
Subject to the provisions of the following paragraph,
the total number of shares for which options may be
granted under the Plan each year shall be 0.9% of the
total outstanding shares of each class of common stock
of the Company (including, with respect to the PCS
Stock, both Series 1 and Series 2 PCS Stock) as of the
first day of such year; provided, however, that such
number shall be increased in any year by the number of
shares available in previous years for which options
have not been granted. If and when an option granted
under the Plan is forfeited, cancelled, expired,
or otherwise terminated without having been exercised
in full, the remaining shares shall again become
available for grant under the Plan.
The number and kind of shares subject to the
Plan may be appropriately adjusted by the Committee
in the circumstances outlined in Section 5(k).
5. Stock Options; Terms and Conditions. Each
option will represent the right to purchase a
specific class and number of shares of common
stock of the Company and shall be subject to
the following terms and conditions and to
such additional terms and conditions, not
inconsistent with the terms of the Plan, as
the Committee shall deem desirable:
a. Consideration for and Class and Number of
Options. Each option shall be granted in lieu of
a portion of the optionee's payout under the MIPs
or in lieu of other incentive compensation as
determined by the Committee. The Committee shall
determine the class and the number of shares or
the manner of determining the class and number of
shares available for each option, subject to the
total number of shares available under the Plan
for such year, and the amount or the method of
determining the consideration to be given up by
each participant in return for an option, taking
into consideration appropriate factors in making
such determinations, such as interest rates,
volatility of the market price of the class of
common stock of the Company and the term of the
option; provided, however that shares
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subject to options granted to any individual
employee during any calendar year shall not
exceed a total of 1,000,000 shares of FON Stock
(as defined in the Company's articles of
incorporation) or 500,000 shares of Series 1
PCS Stock (as defined in the Company's articles
of incorporation).Consideration for and Class
and Number of Options.
b. Participation in the Plan. Participation in the
Plan may be voluntary or automatic, as determined
by the Committee. The rules and procedures for
voluntary participation, when applicable, shall
be established and implemented by the Plan
Administrator.
c. Exercise Price. The price at which each
share covered by an option may be purchased shall
be one hundred percent (100%) of the fair market
value of the Company's common stock on the date
the option is granted. Fair market value shall be
deemed to be the average of the high and low
prices of the Company's common stock for composite
transactions as published by major newspapers for
the date the option is granted or, if no sale of
the Company's common stock shall have been made on
that day, the next preceding day on which there
was a sale of such stock.
d. Vesting. Unless the Committee
determines otherwise, stock option
grants shall provide: (i) with respect
to options issued in lieu of annual
management incentive compensation, that
the total number of shares subject to an
option shall become exercisable December
31 in the year of the date of grant and
(ii) with respect to options issued in
lieu of or as part of long-term
incentive compensation ("LTIP Options")
that the total number of shares subject
to the option shall become exercisable
in full on the third December 31
following the grant date. Unless the
Committee provides otherwise, if the
grantee of an LTIP Option terminates
employment by reason of the grantee's
death, total disability, or normal
retirement (with respect to options
outstanding at least 1 year on
retirement), the LTIP Option shall
become exercisable in full on the
grantee's termination date. Unless the
Committee provides otherwise, if the
grantee of any other option terminates
employment before the option becomes
exercisable for any reason other than
termination for good cause, the option
shall be forfeited and any incentive
compensation foregone to acquire the
options shall be restored to the grantee
as if an election to acquire options
were not made.
e. Term of Option. Options shall not be
exercisable after the expiration of ten
(10) years from the date of grant.
f. Payment of Exercise Price. Options
shall be exercisable only upon payment
to the Company of the full purchase
price of the shares with respect to
which options are exercised. Payment
for the shares shall be either in United
States dollars, payable in cash or by
check, or by surrender of stock
certificates representing the same class
of common stock of the Company having an
aggregate fair market value, determined
as of the date of exercise, equal to the
number of shares
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with respect to which such options are
exercised multiplied by the exercise price
per share. The fair market value of
common stock on the date of exercise of
options shall be determined in the same
manner as the fair market value of
common stock on the date of grant of
options is determined. Certain optionees
may use restricted stock as payment for
the exercise price in accordance with
Section 6 hereof. In that event, fair
market value of the shares of restricted
stock will be determined as if the shares
were not restricted. In lieu of the
delivery of physical certificates, the
optionee may deliver shares in payment
of the exercise price by attesting, on a
form established for such purpose by the
Secretary, to the ownership, either
outright or through ownership of a
broker account, of a sufficient number
of shares held for a period of at least
six months to pay the exercise price.
The attestation must be notarized and
signed by the optionee's spouse if the
spouse is a joint owner of the shares
with respect to which such attestation
is made and must be accompanied by such
documentation as the Corporate Secretary
may consider necessary to evidence
actual ownership of such shares.
g. Manner of Exercise. A completed
exercise form and the exercise price,
whether in the form of cash or stock,
must be delivered to the Plan
Administrator in order to exercise an
option. An option shall be deemed
exercised on the date such exercise form
and payment are received by the Plan
Administrator.
h. Time for Exercise. Each option expires
if it has not been exercised within its
term. Once an option has expired for
any reason, it can no longer be
exercised. If the grantee's employment
with the Company or a subsidiary of the
Company is terminated, the optionee may
exercise options that are exercisable on
the date of termination of employment
until the earlier of (1) the date on
which the option expires and (2) the end
of the applicable period below,
beginning on the grantee's:
(i) retirement: five years after the
grantee's retirement date.
(ii) disability (qualifying for long-term
disability benefits under the Company's
Basic Long-Term Disability Plan):
five years after the grantee's
qualification date.
(iii)death: one year after the grantee's
death for the estate or designated
beneficiary to exercise the decedent's
options.
(iv) involuntary termination other than
for cause: the date on which the option
expires.
(v) voluntary termination: three months
from the grantee's date of termination
of employment.
If a grantee's employment is terminated for
a reason constituting good cause, any
outstanding options granted under the
Plan shall automatically terminate.
"Good cause" means conduct by the grantee
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that reflects adversely on the grantee's
honesty, trustworthiness or fitness as an
employee, or the grantee's willful engagement
in conduct which is demonstrably and
materially injurious to the Company.
If a grantee becomes associated with,
becomes employed by, renders services to,
or owns any interest in (other than an
insubstantial interest, as determined by the
Committee) any business in competition with the
Company, all outstanding options granted
to the grantee whether vested or unvested shall
automatically terminate and shares of restricted
stock received upon the exercise of an option
pursuant to Section 6 hereof that continue to
be restricted shall be forfeited. For purposes
of this Plan, an employee who becomes employed
by certain non- subsidiary affiliates designated
by the Committee (each, together with their
subsidiaries, an "Affiliated Entity"), shall
not, except with respect to incentive stock
options, be considered to have terminated
employment with the Company or a subsidiary of
the Company until his employment is
terminated with all Affiliated Entities
without becoming re-employed by the Company
or its subsidiaries.
i. Restricted Stock. Certain grantees may elect
to deliver restricted shares or receive
restricted shares in connection with an exercise
of an option by the grantee, as provided in
Section 6 hereof.
j. Beneficiary Designations. The grantee
of an option may designate a beneficiary
or beneficiaries to exercise unexpired
options held by the grantee and to own
shares issued upon any such exercise
after the grantee'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
Corporate Secretary of (1) the
beneficiary's identity and (2) the death
of the grantee. A grantee may change
any beneficiary designation of options
held by the grantee at anytime 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 Secretary.
Any designation of a beneficiary with
respect to any option shall be deemed
canceled upon the transfer of such
option to a trust in accordance with the
terms of the Plan.
k. Change in Stock, Adjustments. 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
that may be delivered under the Plan, in
the number and class of shares that may
be subject to an option granted to any
individual in any year under the Plan,
and in the number, class, and option
price of shares subject to outstanding
options 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 option shall always be a
whole number.
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l. Limitations on Transfer. Options may
not be transferred, levied, garnished,
executed upon, subjected to a security
interest, or assigned to any person
other than the grantee, except that the
grantee may transfer an option to a
trust of the kind described in Section
6(b). Any such trust as transferee of an
option may not (1) dispose of shares
received in an exercise of such options
until such shares are validly registered
or exempt from registration under any
applicable exemption from registration
under the Securities Act of 1933, as
amended, in the opinion of the Corporate
Secretary or (2) while continuing to
hold options issued under this plan, be
amended to change beneficiaries to
persons other than those permissible
under Section 6(b). Documents evidencing
the transfer of any option and the
identity of the transferee shall be in
such form as may be required by the
Corporate Secretary.
6. Restricted Stock. Certain grantees, as
determined by the Committee, may elect to
receive restricted shares upon payment for
the exercise of an option in the form of
unrestricted common stock. The grantee will
receive the same number of unrestricted
shares as the number of shares surrendered to
pay the exercise price, while the shares
received in excess of the number surrendered
to pay the exercise price may be restricted.
Such grantees may also elect to deliver
restricted shares of the Company's common
stock in payment of the exercise price
notwithstanding restrictions on
transferability to which such shares are
subject. The Company shall be authorized to
issue restricted shares of common stock upon
such exercises of stock options, subject to
the following conditions:
a. The grantee shall elect a vesting period
for the restricted common stock to be
received upon exercise of the option of
between 6 months and 10 years, subject
to rules and procedures established by
the Plan Administrator, but in no event
may a grantee elect a vesting period
shorter than the period provided in
paragraph (d) of this Section 6. At any
time on or before the 13th calendar
month preceding the date on which
restrictions on shares of restricted
stock would otherwise lapse, the grantee
may elect to extend the vesting period
on all but not a portion of such shares
by six months or any multiple of six
months.
b. The grantee who receives restricted
stock may not sell, transfer, assign,
pledge or otherwise encumber or dispose
of shares of restricted stock until such
time as all restrictions on such stock
have lapsed except: (i) to the Company
in payment of the exercise price of a
stock option issued by the Company under
any employee stock option plan adopted
by the Company that provides for payment
of the exercise price in the form of
restricted stock, provided that such
payment is made in accordance with the
terms of such plan; or (ii) to a trust
of which the grantee, the grantee's
spouse, or descendants (by blood,
adoption, or marriage) of the grantee
are the primary beneficiaries and which
is a grantor trust treated as owned by
the grantee under Subchapter J of the
Internal Revenue Code, upon the
following terms:
(A) the Company receives, prior to such
transfer, a true copy of the trust
agreement and an opinion from
grantee's counsel (1)
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that the trust will be treated as a
grantor trust owned by the grantee
under Subchapter J of the Internal
Revenue Code at all times until the
restrictions on such stock lapse or
the stock is forfeited under the
terms of its grant, (2) that the
terms of the trust provide that
upon the forfeiture of the
restricted stock under the terms of
its grant or the earlier
termination of the trust for
whatever reason, ownership of the
restricted stock shall revert to
the grantee or to the Company, (3)
that the trustee of such trust may
not, prior to the lapsing of
restrictions on such stock, sell,
transfer, assign, pledge, or
otherwise encumber or dispose of
shares of restricted stock except
to the Company or to the grantee,
subject to the restrictions
provided for in this Plan, and (4)
that, until 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 grantee and the trustee of
the trust shall execute stock
powers in blank to be held in the
custody of the Company; and
(C) the Corporate Secretary of the
Company may, in his discretion,
enforce the foregoing transfer
restrictions by maintaining
physical custody of the certificate
or certificates representing such
shares of restricted stock, by
placing a restrictive legend on
such certificates, by requiring the
grantee and the trustee to execute
other documents as a pre-condition
to such transfer, or otherwise.
c. A grantee who elects to receive
restricted common stock upon an
exercise shall have the right to satisfy
tax withholding obligations in the
manner provided in Section 8 hereof.
d. Restricted common stock received in such
an exercise or from other plans of the
Company may be used for payment of the
exercise price of a stock option to
purchase shares of the same class, so
long as all the shares received as a
result of such an exercise are
restricted for a period at least as long
as, and shall have other terms
consistent with the terms of, the
restricted common stock used in payment.
e. The shares of restricted common stock
received in an exercise of a stock
option that continue to be restricted
shall be forfeited in the event that
vesting conditions are not satisfied,
subject to the discretion of the
Committee, except in the case of death,
disability, normal retirement, or
involuntary termination for reasons
other than for good cause, in which case
all restrictions lapse; provided,
however, that in no event shall
restrictions lapse if the restrictions
on shares used to pay for the exercise
price pursuant to Section 6(d) would not
have lapsed under the same conditions.
If restricted shares are forfeited, the
grantee or his representative shall sign
any document and take any other action
required to assign said restricted
shares back to the Company.
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f. The grantee will have all the rights of
a stockholder with respect to shares of
restricted stock received upon the
exercise of an option, including the
right to vote the shares of stock and
the right to dividends on the stock.
Unless the Plan Administrator
establishes alternative procedures, the
shares of restricted stock will be
registered in the name of the grantee
and the certificates evidencing such
shares shall bear an appropriate legend
referring to the terms, conditions and
restrictions applicable to the award and
shall be held in escrow by the Company.
The grantee shall execute a stock power
or powers assigning the shares of
restricted stock back to the Company,
which stock powers shall be held in
escrow by the Company and used only in
the event of the forfeiture of any of
the shares of restricted stock. A
certificate evidencing unrestricted
shares of common stock shall be issued
to the grantee promptly after the
restrictions lapse on any restricted
shares.
g. The Plan Administrator shall have the
discretion and authority to establish
any rules in connection with the use of
restricted stock, including but not
limited to regulating the timing of the
lapse of restrictions within the six-
month to ten-year period and prescribing
election forms as the Plan Administrator
deems necessary or desirable for the
orderly administration of such
exercises.
7. Reload Options. The Committee may provide
that optionees have the right to a reload
option, which shall be subject to the
following terms and conditions:
a. Grant of the Reload Option; Number of Shares;
Price. Subject to subsections (b) and (c) of this
Section 7 and to the availability of shares to be
optioned under the Plan, if an optionee has an
option to purchase shares of any class of common
stock (the "original option") with reload rights
and pays for the exercise of the original option
by surrendering common stock of the same class,
the optionee shall receive a new option ("reload
option") to purchase the number and class of
shares so surrendered (or, if applicable, the
number of shares provided for in paragraph (h) of
this Section 7) at an exercise price equal to the
fair market value of the class of stock on the
date of the exercise of the original option. If,
in the judgment of the Company's Corporate
Secretary, the number of shares available on the
exercise of the original options falls below a
number sufficient to provide for the grant of
reload options and for other purposes under the
Plan, the Company's Corporate Secretary may
authorize the issuance of reload options from any
other plan of the Company's under which sufficient
shares are authorized but not issued.
b. Minimum Purchase Required. A reload
option will be granted only if the
exercise of the original option is an
exercise of at least 25% of the total
number of shares granted under the
original option (or an exercise of all
the shares remaining under the original
option if less than 25% of the shares
remain to be exercised).
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c. Other Requirements. A reload option:
(1) will not be granted if the market
value of the common stock of the Company
on the date of exercise of the original
option is less than the exercise price
of the original option; (2) will not be
granted if the grantee is not, on the
exercise date, an employee of Sprint or
a Sprint subsidiary; (3) will not be
granted if the original option is
exercised less than one year before the
expiration of the original option; and
(4) with respect to options transferred
by the grantee to another person in
accordance with this Plan, reload
options shall be granted to the grantee
upon a stock-for-stock exercise by the
optionee to the same extent as if the
grantee had exercised the option in a
similar manner.
d. Term of Option. The reload option shall
expire on the same date as the original
option.
e. Type of Option. The reload option shall
be a nonqualified option to purchase
shares of the same class of shares as the
original option.
f. No Additional Reload Options. The reload
options shall not include any right to a
second reload option.
g. Date of Grant, Vesting. The date of
grant of the reload option shall be the
date of the exercise of the original
option. The reload options shall be
exercisable in full beginning one year
from date of grant; provided, however,
that all shares purchased upon the
exercise of the original option (except
for any shares withheld for tax
withholding obligations) shall not be
sold, transferred or pledged within six
months from the date of exercise of the
original option. The reload option shall
become exercisable in full if the
optionee terminates employment by reason
of the grantee's death, disability, or
normal retirement. In no event shall a
reload option be exercised after the
original option expires as provided in
subsection (d) of this Section 7.
h. Stock Withholding; Grants of Reload
Options. If the other requirements of
this Section 7 are satisfied, and if
shares are withheld or shares
surrendered for tax withholding, a
reload option will be granted for the
number of shares surrendered as payment
for the exercise of the original option
plus the number of shares surrendered or
withheld to satisfy tax withholding. In
connection with reload options for
officers who are subject to Section 16
of the Securities Exchange Act of 1934,
the Committee may at any time impose any
limitations which, in the Committee's
sole discretion, are necessary or
desirable in order to comply with
Section 16(b) of the Securities Exchange
Act of 1934 and the rules and
regulations thereunder, or in order to
obtain any exemption therefrom.
i. Other Terms and Conditions. Except
as otherwise provided in this Section
7, all the provisions of the Plan
shall apply to reload options.
8. Stock Withholding Election. When taxes are
withheld in connection with the exercise of a
stock option by delivering shares of stock in
payment of the
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exercise price, or upon the lapse of
restrictions on restricted stock received
upon the exercise of an option (the date on
which such exercise occurs or such
restrictions lapse hereinafter referred to as
the "Tax Date"), the optionee may elect to
make payment for the withholding of federal,
state and local taxes, including Social
Security and Medicare ("FICA") taxes, up to
the optionee's marginal tax rate, by one or
both of the following methods:
(i) delivering part or all of the payment
in previously-owned shares of the same
class (which shall be valued at fair
market, as defined herein, on the Tax
Date) which shares, if acquired from the
Company, must have been held for at least
six months;
(ii) requesting the Company to withhold
from those shares that would otherwise
be received upon exercise of the option
or upon the lapse of restrictions, a
number of shares having a fair market
value (as defined herein) on the Tax Date
equal to the amount to be withheld. The
amount of tax withholding to be satisfied
by withholding shares from the option
exercise is limited to the minimum amount
of taxes, including FICA taxes, required to
be withheld under federal, state and local
law.
Such election is irrevocable after the Tax
Date. Any fractional share amount and any
additional withholding not paid by the
withholding or surrender of shares must be
paid in cash. If no timely election is made,
cash must be delivered to satisfy all tax
withholding requirements.
If the exercise of an option by an optionee
other than the grantee after transfer of the
option pursuant to this plan from the grantee
to the optionee results in a withholding
obligation on the part of the grantee, the
grantee may elect to satisfy his withholding
obligation by delivery of shares to the Company
as permitted in clause (i) above.
9. Acceleration on a Change in Control
a. With respect to any LTIP Option
outstanding for at least one year or any
restricted shares issued under the Plan
other than pursuant to Section 6(d), the
options shall (subject to the 280G
limitations applicable under the 1990
Stock Option Plan) become exercisable in
full and the restrictions shall lapse,
as the case may be, upon a change in
control of the Company.
b. For purposes of this Plan, a "change in
control of the Company" shall be deemed
to have occurred whenever a "Change in
Control" occurs for purposes of the
Company's 1990 Stock Option Plan, as
amended from time to time.
10. Miscellaneous.
a. Amendment. The Company reserves the
right to amend the Plan at any time by
action of the Board of Directors
provided that no such amendment may
materially and adversely affect any
outstanding stock
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options without the consent of the
optionee, and provided that, without
the approval of the stockholders, no
such amendment may increase the total
number of shares reserved for the
purposes of the Plan.
b. Effectiveness of Plan. This Plan shall
be effective as of February 18, 1995,
subject to approval of Stockholders
of the Company prior to February 18,
1996.
c. Rights in Securities. All certificates
for shares delivered under the Plan
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. No optionee or optionee's
beneficiary, executor or administrator,
legatees or distributees, as the case
may be, will be, or will be deemed to
be, a holder of any shares subject to an
option unless and until a stock
certificate or certificates for such
shares are issued to such person or
persons under the terms of the Plan. No
adjustment shall be made for dividends
(ordinary or extraordinary, whether in
cash, securities or other property) or
distributions or other rights for which
the record date is prior to the date
such stock certificate is issued, except
as provided in Section 5(k) hereof.
d. Date of Grant. The grant of an option
shall be effective no earlier than the
date the Committee decides to grant the
option, except that grants of reload
options shall be effective as provided
in Section 7(g) hereof.
e. Application of Funds. The proceeds
received by the Company from the sale of
stock subject to option are to be added
to the general funds of the Company and
used for its corporate purposes.
f. No Obligation to Exercise Option.
Granting of an option shall impose no
obligation on the optionee to exercise
such option.
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