Exhibit 10(h)
Award Agreement
THIS AWARD AGREEMENT (the "Agreement") is entered into as of (date) (the
"Grant Date"), by and between SPRINT CORPORATION, a Kansas corporation (together
with its direct and indirect subsidiaries, "Sprint") and (First Name)
(Last Name) (the "Executive"), an employee of Sprint for the grant of options
and restricted stock units with respect to Sprint's FON Common Stock, par value
$2.00 per share ("FON Stock"), and Sprint's PCS Common Stock, par value $1.00
per share ("PCS 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 1990 Stock Option Plan
Capitalized terms used in this Award Agreement and not defined herein shall have
the meanings set forth in Sprint's 1990 Stock Option Plan.
2. Grant of Stock Options
Sprint hereby grants to Executive under the 1990 Stock Option Plan options to
buy (FONOptionSh) shares of FON Stock at a strike price of $_______ per share
and (PCSOptionSh) shares of PCS Stock at a strike price of $_______ per share
(together, the "Options"). The Options become exercisable at a rate of 25% of
the total number of shares subject to purchase on each of the first four
anniversaries of the Grant Date and expire on the 10th anniversary of the Grant
Date. The Options are governed by, and this Agreement hereby incorporates, the
Standard Terms of Options set forth in Section 7.01 of the 1990 Stock Option
Plan.
3. Grant of and Terms of Restricted Stock Units
Sprint hereby grants to Executive under the 1997 Long-Term Stock Incentive
Program (FONRSAwarded) FON restricted stock units and (PCSRSAwarded) PCS
restricted stock units, subject to the restrictions, terms, and conditions set
forth in this Agreement.
(a) Rights under Restricted Stock Units
Each restricted stock unit (an "RSU") represents the unsecured right to require
Sprint to deliver to Executive one share of FON Stock for each FON RSU and one
share of PCS Stock for each PCS RSU. The number of shares of stock deliverable
with respect to each RSU is subject to increase on payment of dividends on the
underlying class of stock as set forth in Section 3(f) of this Agreement and is
subject to adjustment as determined by the Compensation Committee of Sprint's
board of directors (the "Committee") to the number and kind of shares of stock
deliverable upon any merger, reorganization, consolidation, recapitalization,
stock dividend, spin-off, or other change in the corporate structure affecting
the FON Stock or PCS Stock generally.
(b) Vesting and Delivery Dates of RSUs
Each RSUs is assigned a "vesting date" and an "initial delivery date" in
accordance with the following schedule:
Vesting Date and Initial Number of FON RSUs Number of PCS RSUs
Delivery Date
Vesting of shares may occur during your term of employment with Sprint or during
any period during which you are receiving severance benefits pursuant to a
Sprint severance plan or other severance arrangement with Sprint.
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(c) Acceleration before Vesting Date
(1) Acceleration on Death or Total Disability
If Executive ceases employment with Sprint by reason of the Executive's death or
total disability within the meaning of Sprint's Long-Term Disability Plan, all
RSUs that are not vested at that time shall become immediately vested. If
Executive's delivery date for an RSU is the same as the initial delivery date,
the delivery date will also accelerate.
(2) Acceleration at Age 65
If on or after the first anniversary of the Grant Date, Executive is age 65 or
older, all outstanding but unvested RSUs shall become immediately vested. If
Executive's delivery date for an RSU is the same as the initial delivery date,
the delivery date will also accelerate.
(3) Acceleration on Change in Control
If on or after the first anniversary of the Grant Date, there is a Change in
Control of Sprint Corporation, all outstanding but unvested RSUs shall become
immediately vested. If Executive's delivery date for an RSU is the same as the
initial delivery date, the delivery date will also accelerate.
(4) Limitation on Change in Control Acceleration
If acceleration pursuant to this Section 3(c)(3), together with all
other payments or benefits contingent on a Change in Control within the meaning
of Section 280G of the Internal Revenue Code of 1986, results in any portion of
the payments or benefits not being deductible by Sprint as a result of the
application of Section 280G, the acceleration of vesting or other payments or
benefits shall be reduced until the entire amount thereof is deductible by
Sprint. The order in which such acceleration of vesting or other payments or
benefits are reduced shall be at the election of the Executive.
(d) Forfeiture of RSUs
(1) On Termination of Employment
If Executive terminates employment with Sprint for any reason that does not
result in acceleration of vesting pursuant to Section 3(c)(1), Executive shall
immediately forfeit all unvested RSUs granted on the Grant Date. For this
purpose, your termination date will be the end of any period during which you
are entitled to receive payments under Sprint's separation program or other
separation arrangement with Sprint.
(2) On Acquiring an Interest in a Competitor
If Executive, without the consent of the Committee, becomes associated with
(including but not limited to accepting an offer of employment or other contract
with), renders services to, or owns any interest (other than an insignificant
interest, as determined by the Committee) in any business that is in competition
with Sprint or other business in which Sprint has a substantial interest, as
determined by the Committee, the Executive shall immediately forfeit all
unvested RSUs granted on the Grant Date. The decision of the Committee on any
such matters shall be final and binding upon all concerned.
(e) Restrictions on Transfer and Delivery on Death
Executive may not sell, transfer, assign, pledge, or otherwise encumber or
dispose of the RSUs. Executive may designate beneficiaries to receive stock if
Executive dies before the delivery date by so indicating on Exhibit A, which is
hereby incorporated into and made a part of this agreement. If Executive fails
to designate beneficiaries on Exhibit A, the shares will be delivered to
Executive's estate.
(f) Accrual of Dividend Equivalents
On each date on which Sprint pays an ordinary cash dividend on shares of the
stock underlying an RSU, the number of shares represented by each RSU will be
increased by a number of whole or fractional shares equal to (a) the cash
dividend per share paid on the underlying stock (b) divided by the Fair Market
Value of one share of the underlying stock on the dividend payment date.
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(g) Delivery on Delivery Date
As soon as practicable following the delivery date for each RSU, Sprint will
deliver a certificate for the number of shares represented by all RSUs having a
delivery date on the same date, and Sprint will pay Executive the value of any
remaining fractional share in cash in an amount equal to the Fair Market Value
of one share of the underlying stock on the delivery date multiplied by the
fractional share.
(h) Deferral of Delivery Date
Executive may elect to defer the delivery date of any RSU by so electing on the
attached Exhibit B. If, after execution of this Agreement, Executive elects to
further defer the delivery date or to defer the initial delivery date, Executive
may do so by delivering an election form to Sprint following the execution of
this agreement at least 13 months before the then scheduled delivery date for
the RSUs to which the election applies.
4. Agreement to Remain Employed
As consideration for the grant of Options and RSUs, Executive agrees to remain
employed by Sprint for a period of one year from the Grant Date. Nothing
contained in this Agreement confers upon Executive any right to continued
employment with Sprint, nor interferes in any way with the right of Sprint to
terminate Executive's employment or change the Executive's compensation at any
time.
5. Other Terms and Conditions
(a) Executive's Rights as Stockholder
Executive shall have no rights as a stockholder with respect to the RSUs or the
shares underlying them until Sprint delivers the shares to Executive on the
delivery date.
(b) Tax Withholding
Sprint is entitled to withhold the amount of any tax attributable to the RSUs
(including dividends, if any) or to the vesting or delivery of the RSUs.
(c) Election to Have Sprint Withhold Shares
(1) In general
Executive may elect by so indicating in the space provided near the signature
block to this Agreement if you want to have Sprint withhold shares on the
delivery date from those otherwise deliverable to you at the then applicable
required withholding rate for any federal, state, local, FICA, and Medicare
taxes. If you do not elect stock withholding, you must pay your withholding
obligation in cash after which Sprint will issue to you the full number of
shares upon which restrictions have lapsed.
(2) Excess withholding
At any time before the delivery date, Executive may elect on forms provided by
the Corporate Secretary of Sprint Corporation, to deliver additional shares for
withholding above the minimum required withholding rate up to the Executive's
marginal withholding rate.
(3) FICA and Medicare withholding on vesting date
If Executive elects to defer delivery beyond the vesting date for any RSU,
Executive must pay any required FICA, Medicare and any other required
withholding to Sprint in cash on the vesting date.
(d) Non-Uniformity
Executive acknowledges and agrees that Sprint has the right to make grants with
varying restrictions, terms, and conditions and is under no obligation to treat
employees uniformly under Sprint's stock option or other equity compensation
plans.
(e) Incorporation of Plans
To the extent not inconsistent with the provisions of this Agreement, the terms
of the 1990 Stock Option Plan are hereby incorporated by this reference.
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6. Plan Information
Executive hereby acknowledges having read the attached 1990 Stock Option and the
1997 Long-Term Stock Incentive Program Plan Information Statements for
Restricted Stock Units.
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 CORPORATION
By:
Authorized Officer
_____ By checking this box,
I hereby elect to have Sprint
withhold shares from those
otherwise deliverable to me
under this Agreement at the
then applicable required
withholding rate for any federal,
state, local, FICA, and Medicare
taxes applicable to me on the
delivery date for each RSU
awarded in this Award Agreement.
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(First Name) (Last Name), "Executive"
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