-----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, Ld39KZLA+0aSkPEfKP66zCrh/zUlr8omxhQERn9oBWLTzac59Tmcy4lSaO61okH/ n1afpFxYM2Rq3xOkY43d6Q== 0000101830-98-000006.txt : 19980219 0000101830-98-000006.hdr.sgml : 19980219 ACCESSION NUMBER: 0000101830-98-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980218 EFFECTIVENESS DATE: 19980218 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT 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: S-8 SEC ACT: SEC FILE NUMBER: 333-46491 FILM NUMBER: 98544430 BUSINESS ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: P O BOX 11315 CITY: WESTWOOD STATE: KS ZIP: 66205 BUSINESS PHONE: 9136243000 MAIL ADDRESS: STREET 1: 2330 SHAWNEE MISSION PKWY STREET 2: NULL CITY: WESTWOOD STATE: KS ZIP: 66205 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 S-8 1 REGISTRATION STATEMENT 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 ________________________
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* Shares of Common Stock ($2.50 par value) 6,558,436 $58.96875 $386,742,772.80 Amount Title of securities of registration to be registered fee 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.
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.
Name Title Date 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) )
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. EX-5 2 OPINION LETTER 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 EX-23 3 AUDITOR'S CONSENT 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 EX-99 4 1990 STOCK OPTION PLAN Exhibit 99 _____________________________________________________________________ Sprint Corporation 1990 Stock Option Plan Adopted as a Stock Option Plan under the 1997 Sprint Corporation Long-Term Stock Incentive Program _____________________________________________________________________ Table of Contents 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 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 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
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. 1 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. 2 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. 3 (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 4 (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 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 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 (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 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 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 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. 11 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 12 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 13 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 14 (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 15 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. 16 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. [FN] Currently, "Sprint Spectrum L.P., Global One, and Alcatel, N.V., together with their Subsidiaries." 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; 17 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. 19 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; 20 (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. 21 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 -----END PRIVACY-ENHANCED MESSAGE-----