-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RqgxjVXmSzea8UbTE8Y6rdqsjop0sPpwu8Rgd35v6BON21VA4+yO7zfHs8yLo9Dq YkPgMinwttSPibGvhWrffQ== 0000101830-06-000013.txt : 20060616 0000101830-06-000013.hdr.sgml : 20060616 20060616142247 ACCESSION NUMBER: 0000101830-06-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20060612 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060616 DATE AS OF CHANGE: 20060616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT NEXTEL CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04721 FILM NUMBER: 06909780 BUSINESS ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-433-4000 MAIL ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT CORP DATE OF NAME CHANGE: 19921222 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 8-K 1 k20060616.txt ANNUAL AWARD AGREEMENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________________________ FORM 8-K ________________________________________________________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 12, 2006 ________________________________________________________________________________ SPRINT NEXTEL CORPORATION (Exact name of Registrant as specified in its charter) ________________________________________________________________________________ Kansas 1-04721 48-0457967 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 2001 Edmund Halley Drive, Reston, Virginia 20191 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (703) 433-4000 (Former name or former address, if changed since last report) ________________________________________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ________________________________________________________________________________ ________________________________________________________________________________ Item 1.01 Entry Into A Material Definitive Agreement. Annual Award of Restricted Stock Units On June 12, 2006, the Human Capital and Compensation Committee of the board of directors of Sprint Nextel Corporation ("Sprint Nextel") awarded grants of restricted stock units to non-employee directors of Sprint Nextel and to officers and other eligible employees of Sprint Nextel. The restricted stock units were awarded under Sprint Nextel's 1997 Long-Term Stock Incentive Program. The awards to non-employee directors constitute the annual grant of $100,000 in restricted stock units. The restricted stock units are normally granted each year at the time of the annual meeting of the board of directors, which coincides with the annual meeting of stockholders. The 2006 awards were not made on April 18, 2006, the date of the 2006 annual meeting of stockholders, but were delayed until after the spin-off of Sprint Nextel's local communications business, Embarq Corporation, on May 17, 2006. These restricted stock units vest on the date of the 2007 annual meeting of stockholders. If Sprint Nextel declares a dividend with respect to its common stock, these restricted stock units will accrue additional restricted stock units equal to the number of shares of common stock the dividend would buy at the fair market value of the common stock on the dividend payment date. The awards to officers and other eligible employees, which would normally be granted in February, similarly were delayed until after the spin-off of Embarq. As previously reported in Sprint Nextel's Current Report on Form 8-K filed February 10, 2006, the awards constitute 50 percent of the value of the equity grants by Sprint Nextel under its 2006 Long-Term Incentive Plan. These restricted stock units include a performance component, which could result in the number of restricted stock units being forfeited or increased, ranging from 0% to 200% of the number of restricted stock units originally awarded, based on the achievement of specified results with respect to the following performance objectives during 2006: wireless subscriber additions, adjusted OIBDA (operating income plus depreciation, amortization and special items) and post-paid wireless subscriber retention. The restricted stock unit awards vest on February 7, 2009 and are eligible to receive dividend payments as and to the extent declared with respect to Sprint Nextel's common stock. The form of award agreement for non-employee directors is attached as Exhibit 10.1 hereto, the form of award agreement for Timothy M. Donahue, Chairman of the board of directors, is attached as Exhibit 10.2 hereto, the form of award agreement for Gary Forsee, Chief Executive Officer, and Len J. Lauer, Chief Operating Officer, is attached as Exhibit 10.3 hereto, the form of award agreement for other executive officers with Nextel employment agreements is attached as Exhibit 10.4 hereto, and the form of award agreement for all other executive officers is attached as Exhibit 10.5 hereto, all of which are incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits The following exhibits are filed with this report: Exhibit No. Description 10.1 Form of Award Agreement for Restricted Stock Unit Awards under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for non-employee directors of Sprint Nextel. 10.2 Form of Award Agreement for Restricted Stock Unit Awards under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for Timothy M. Donahue. 10.3 Form of Award Agreement for Restricted Stock Unit Awards under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for Gary D. Forsee and Len J. Lauer. 10.4 Form of Award Agreement for Restricted Stock Unit Awards under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for other executive officers with Nextel employment agreements. 10.5 Form of Award Agreement for Restricted Stock Unit Awards under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for other executive officers. 1 ________________________________________________________________________________ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPRINT NEXTEL CORPORATION Date: June 16, 2006 By: /s/ Michael T. Hyde Michael T. Hyde Assistant Secretary 2 ________________________________________________________________________________ EXHIBIT INDEX Number Exhibit 10.1 Form of Award Agreement for Restricted Stock Unit Awards under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for non-employee directors of Sprint Nextel. 10.2 Form of Award Agreement for Restricted Stock Unit Awards under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for Timothy M. Donahue. 10.3 Form of Award Agreement for Restricted Stock Unit Awards under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for Gary D. Forsee and Len J. Lauer. 10.4 Form of Award Agreement for Restricted Stock Unit Awards under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for other executive officers with Nextel employment agreements. 10.5 Form of Award Agreement for Restricted Stock Unit Awards under the 1997 Long-Term Stock Incentive Program for fiscal year 2006 for other executive officers. 3 EX-10 2 kex1.txt AWARD AGREEMENT Exhibit 10.1 Award Agreement This Award Agreement (the "Agreement") is entered into as of June 12, 2006 (the "Grant Date"), by and between Sprint Nextel Corporation, a Kansas corporation (together with its direct and indirect subsidiaries, "Sprint") and _____________________ (the "Director"), a director of Sprint for the grant of restricted stock units with respect to Sprint's common stock, par value $2.00 per share ("Common Stock"). In consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following. 1. Defined Terms Incorporated from 1997 Long-Term Stock Incentive Program Capitalized terms used in this Award Agreement and not defined herein shall have the meanings set forth in Sprint's 1997 Long-Term Stock Incentive Program (the "Program"). 2. Grant of Restricted Stock Units Sprint hereby grants to Director under the Program 4,419 restricted stock units (the "RSUs"). Each RSU represents the unsecured right to require Sprint to deliver to Director one share of Common Stock. With respect to 100% of the RSUs, the "vesting date" and "delivery date" is the date of Sprint's 2007 Annual Meeting of Shareholders. The RSUs are governed by, and this Agreement hereby incorporates, the Standard Terms of Other Stock Unit Awards set forth in Section 9(c) of the Program except as provided in Section 3 below. 3. Terms different from Standard Terms 3.01 Reinvestment of Dividends. On each date on which Sprint pays a dividend on the Common Stock, the RSUs will accrue additional whole or fractional RSUs equal to the number of shares of Common Stock the dividend would buy at the fair market value of Common Stock on the dividend payment date. These additional shares vest and are subject to delivery at the same time as the shares originally payable under the RSU. 3.02 Deferral of delivery not permitted. Director will not have the ability to defer delivery of the RSUs under the provisions of Section 9(c)(ii). 4. Plan Information Director hereby acknowledges having read the 1997 Long-Term Stock Incentive Program Plan Information Statement dated June 2006. To the extent not inconsistent with the provisions of this Agreement, the terms of such information statement and the Program are hereby incorporated by this reference. In Witness Whereof, Sprint has caused this Agreement to be executed by its duly authorized officer and the Director has executed the same as of the Grant Date. Sprint Nextel Corporation By:___________________________ Authorized Officer ___________________________ "Director" EX-10 3 kex2.txt AWARD AGREEMENT Exhibit 10.2 Award Agreement This Award Agreement (the "Agreement") is entered into as of June 12, 2006 (the "Grant Date"), by and between Sprint Nextel Corporation, a Kansas corporation (together with its direct and indirect subsidiaries, "Sprint") and Timothy M. Donahue (the "Executive"), an employee of Sprint for the grant of restricted stock units with respect to Sprint's common stock, par value $2.00 per share ("Common Stock"). In consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following. 1. Defined Terms Incorporated from 1997 Long-Term Stock Incentive Program Capitalized terms used in this Award Agreement and not defined herein shall have the meanings set forth in Sprint's 1997 Long-Term Stock Incentive Program (the "Program"). 2. Grant of Restricted Stock Units Sprint hereby grants to Executive under the Program ______ restricted stock units (the "RSUs"). Each RSU represents the unsecured right to require Sprint to deliver to Executive one share of Common Stock. With respect to 100% of the RSUs, the "vesting date" and "delivery date" is on February 7, 2009, subject to paragraph 3.02 below. The RSUs are governed by, and this Agreement hereby incorporates, the Standard Terms of Other Stock Unit Awards set forth in Section 9(c) of the Program except as provided in Section 3 below. 3. Terms different from Standard Terms 3.01 Section 280G of the Internal Revenue Code. The limitation on acceleration of vesting under Section 9(c)(iv) of the Program, relating to payments or benefits contingent on a change in control within the meaning of Code Section 280G, does not apply to the RSU. 3.02 Performance adjustment. Subject to discretion of the Human Capital and Compensation Committee of Sprint's Board of Directors, the number of RSUs in Section 2 will be adjusted by multiplying that number by a payout percentage (from 0% to 200%) based on achievement of financial objectives relating to wireless net adds, adjusted operating income before depreciation and amortization (OIBDA), and wireless post-paid churn during 2006 (the "Performance Adjustment"). The Performance Adjustment will be made as soon as practicable after year end 2006. If Executive remains an employee of Sprint throughout 2006, cash dividends on the Common Stock underlying these RSUs during 2006 will be paid to Executive as soon as practicable after the Performance Adjustment. These cash dividends will be calculated by first adjusting the RSUs by the Performance Adjustment and then applying the dividend rate for each quarterly dividend for which Executive held the RSUs, as adjusted, on each dividend record date. After the Performance Adjustment is made, if cash dividends are paid on the underlying Common Stock, Executive will receive cash dividends for RSUs held on the dividend record date as provided in Section 9(c) of the Program. 3.03 Terms for Post-Effective Time LTI Awards. To the extent inconsistent with the standard terms and conditions under the Program, the RSUs will have the terms and conditions of the Post-Effective Time LTI Awards as described in Amendment No. 1 to Employment Agreement and Letter Agreement dated as of March 15, 2005. 3.04 Deferral of delivery not permitted. Executive will not have the ability to defer delivery of the RSUs under the provisions of Section 9(c)(ii). 4. Plan Information Executive hereby acknowledges having read the 1997 Long-Term Stock Incentive Program Plan Information Statement dated June 2006. To the extent not inconsistent with the provisions of this Agreement, the terms of such information statement and the Program are hereby incorporated by this reference. In Witness Whereof, Sprint has caused this Agreement to be executed by its duly authorized officer and the Executive has executed the same as of the Grant Date. Sprint Nextel Corporation By:____________________________ Authorized Officer ____________________________ "Executive" EX-10 4 kex3.txt AWARD AGREEMENT Exhibit 10.3 Award Agreement This Award Agreement (the "Agreement") is entered into as of June 12, 2006 (the "Grant Date"), by and between Sprint Nextel Corporation, a Kansas corporation (together with its direct and indirect subsidiaries, "Sprint") and _____________________ (the "Executive"), an employee of Sprint for the grant of restricted stock units with respect to Sprint's common stock, par value $2.00 per share ("Common Stock"). In consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following. 1. Defined Terms Incorporated from 1997 Long-Term Stock Incentive Program Capitalized terms used in this Award Agreement and not defined herein shall have the meanings set forth in Sprint's 1997 Long-Term Stock Incentive Program (the "Program"). 2. Grant of Restricted Stock Units Sprint hereby grants to Executive under the Program ______ restricted stock units (the "RSUs"). Each RSU represents the unsecured right to require Sprint to deliver to Executive one share of Common Stock. With respect to 100% of the RSUs, the "vesting date" and "delivery date" is on February 7, 2009, subject to paragraph 3.02 below. The RSUs are governed by, and this Agreement hereby incorporates, the Standard Terms of Other Stock Unit Awards set forth in Section 9(c) of the Program except as provided in Section 3 below. 3. Terms different from Standard Terms 3.01 Section 280G of the Internal Revenue Code. The limitation on acceleration of vesting under Section 9(c)(iv) of the Program, relating to payments or benefits contingent on a change in control within the meaning of Code Section 280G, does not apply to the RSU. 3.02 Performance adjustment. Subject to discretion of the Human Capital and Compensation Committee of Sprint's Board of Directors, the number of RSUs in Section 2 will be adjusted by multiplying that number by a payout percentage (from 0% to 200%) based on achievement of financial objectives relating to wireless net adds, adjusted operating income before depreciation and amortization (OIBDA), and wireless post-paid churn during 2006 (the "Performance Adjustment"). The Performance Adjustment will be made as soon as practicable after year end 2006. If Executive remains an employee of Sprint throughout 2006, cash dividends on the Common Stock underlying these RSUs during 2006 will be paid to Executive as soon as practicable after the Performance Adjustment. These cash dividends will be calculated by first adjusting the RSUs by the Performance Adjustment and then applying the dividend rate for each quarterly dividend for which Executive held the RSUs, as adjusted, on each dividend record date. After the Performance Adjustment is made, if cash dividends are paid on the underlying Common Stock, Executive will receive cash dividends for RSUs held on the dividend record date as provided in Section 9(c) of the Program. 3.03 Deferral of delivery not permitted. Executive will not have the ability to defer delivery of the RSUs under the provisions of Section 9(c)(ii). 4. Plan Information Executive hereby acknowledges having read the 1997 Long-Term Stock Incentive Program Plan Information Statement dated June 2006. To the extent not inconsistent with the provisions of this Agreement, the terms of such information statement and the Program are hereby incorporated by this reference. In Witness Whereof, Sprint has caused this Agreement to be executed by its duly authorized officer and the Executive has executed the same as of the Grant Date. Sprint Nextel Corporation By:_____________________________ Authorized Officer _____________________________ "Executive" EX-10 5 kex4.txt AWARD AGREEMENT Exhibit 10.4 Award Agreement This Award Agreement (the "Agreement") is entered into as of June 12, 2006 (the "Grant Date"), by and between Sprint Nextel Corporation, a Kansas corporation (together with its direct and indirect subsidiaries, "Sprint") and _____________________ (the "Executive"), an employee of Sprint for the grant of restricted stock units with respect to Sprint's common stock, par value $2.00 per share ("Common Stock"). In consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following. 1. Defined Terms Incorporated from 1997 Long-Term Stock Incentive Program Capitalized terms used in this Award Agreement and not defined herein shall have the meanings set forth in Sprint's 1997 Long-Term Stock Incentive Program (the "Program"). 2. Grant of Restricted Stock Units Sprint hereby grants to Executive under the Program ______ restricted stock units (the "RSUs"). Each RSU represents the unsecured right to require Sprint to deliver to Executive one share of Common Stock. With respect to 100% of the RSUs, the "vesting date" and "delivery date" is on February 7, 2009, subject to paragraph 3.02 below. The RSUs are governed by, and this Agreement hereby incorporates, the Standard Terms of Other Stock Unit Awards set forth in Section 9(c) of the Program except as provided in Section 3 below. 3. Terms different from Standard Terms 3.01 Acceleration for involuntary termination without cause or voluntary for good reason. In the event the employment of Executive is terminated by Sprint without cause, or the executive terminates employment for good reason (in each case as defined in the Employment Agreement dated as of _______________), vesting on the RSUs will accelerate upon the executive's termination of employment as provided under Section 9(b)(v) of such employment agreement. 3.02 Performance adjustment. Subject to discretion of the Human Capital and Compensation Committee of Sprint's Board of Directors, the number of RSUs in Section 2 will be adjusted by multiplying that number by a payout percentage (from 0% to 200%) based on achievement of financial objectives relating to wireless net adds, adjusted operating income before depreciation and amortization (OIBDA), and wireless post-paid churn during 2006 (the "Performance Adjustment"). The Performance Adjustment will be made as soon as practicable after year end 2006. If Executive remains an employee of Sprint throughout 2006, cash dividends on the Common Stock underlying these RSUs during 2006 will be paid to Executive as soon as practicable after the Performance Adjustment. These cash dividends will be calculated by first adjusting the RSUs by the Performance Adjustment and then applying the dividend rate for each quarterly dividend for which Executive held the RSUs, as adjusted, on each dividend record date. After the Performance Adjustment is made, if cash dividends are paid on the underlying Common Stock, Executive will receive cash dividends for RSUs held on the dividend record date as provided in Section 9(c) of the Program. 3.03 Deferral of delivery not permitted. Executive will not have the ability to defer delivery of the RSUs under the provisions of Section 9(c)(ii). 4. Plan Information Executive hereby acknowledges having read the 1997 Long-Term Stock Incentive Program Plan Information Statement dated June 2006. To the extent not inconsistent with the provisions of this Agreement, the terms of such information statement and the Program are hereby incorporated by this reference. In Witness Whereof, Sprint has caused this Agreement to be executed by its duly authorized officer and the Executive has executed the same as of the Grant Date. Sprint Nextel Corporation By:_________________________ Authorized Officer _________________________ "Executive" EX-10 6 kex5.txt AWARD AGREEMENT Exhibit 10.5 Award Agreement This Award Agreement (the "Agreement") is entered into as of June 12, 2006 (the "Grant Date"), by and between Sprint Nextel Corporation, a Kansas corporation (together with its direct and indirect subsidiaries, "Sprint") and _____________________ (the "Executive"), an employee of Sprint for the grant of restricted stock units with respect to Sprint's common stock, par value $2.00 per share ("Common Stock"). In consideration of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following. 1. Defined Terms Incorporated from 1997 Long-Term Stock Incentive Program Capitalized terms used in this Award Agreement and not defined herein shall have the meanings set forth in Sprint's 1997 Long-Term Stock Incentive Program (the "Program"). 2. Grant of Restricted Stock Units Sprint hereby grants to Executive under the Program ______ restricted stock units (the "RSUs"). Each RSU represents the unsecured right to require Sprint to deliver to Executive one share of Common Stock. With respect to 100% of the RSUs, the "vesting date" and "delivery date" is on February 7, 2009, subject to paragraph 3.01 below. The RSUs are governed by, and this Agreement hereby incorporates, the Standard Terms of Other Stock Unit Awards set forth in Section 9(c) of the Program except as provided in Section 3 below. 3. Terms different from Standard Terms 3.01 Performance adjustment. Subject to discretion of the Human Capital and Compensation Committee of Sprint's Board of Directors, the number of RSUs in Section 2 will be adjusted by multiplying that number by a payout percentage (from 0% to 200%) based on achievement of financial objectives relating to wireless net adds, adjusted operating income before depreciation and amortization (OIBDA), and wireless post-paid churn during 2006 (the "Performance Adjustment"). The Performance Adjustment will be made as soon as practicable after year end 2006. If Executive remains an employee of Sprint throughout 2006, cash dividends on the Common Stock underlying these RSUs during 2006 will be paid to Executive as soon as practicable after the Performance Adjustment. These cash dividends will be calculated by first adjusting the RSUs by the Performance Adjustment and then applying the dividend rate for each quarterly dividend for which Executive held the RSUs, as adjusted, on each dividend record date. After the Performance Adjustment is made, if cash dividends are paid on the underlying Common Stock, Executive will receive cash dividends for RSUs held on the dividend record date as provided in Section 9(c) of the Program. 3.02 Deferral of delivery not permitted. Executive will not have the ability to defer delivery of the RSUs under the provisions of Section 9(c)(ii). 4. Plan Information Executive hereby acknowledges having read the 1997 Long-Term Stock Incentive Program Plan Information Statement dated June 2006. To the extent not inconsistent with the provisions of this Agreement, the terms of such information statement and the Program are hereby incorporated by this reference. In Witness Whereof, Sprint has caused this Agreement to be executed by its duly authorized officer and the Executive has executed the same as of the Grant Date. Sprint Nextel Corporation By:____________________________ Authorized Officer ____________________________ "Executive" -----END PRIVACY-ENHANCED MESSAGE-----