Exhibit 10(d)
Executive
Deferred Compensation Plan
ARTICLE
I
PURPOSE
The purpose of the Sprint
Corporation Executive Deferred Compensation Plan (hereinafter
referred to as the “Plan”) is to provide funds for
retirement or death for executive employees (and their
Beneficiaries) of Sprint Corporation and its subsidiaries. It is
intended that the Plan will aid in retaining and attracting
employees of exceptional ability by providing such employees with a
means to supplement their standard of living at
retirement.
ARTICLE
II
DEFINITIONS
For the purposes of this
Plan, the following words and phrases shall have the meanings
indicated, unless the context clearly indicates
otherwise:
2.1 Account Transfer
Request . “Account Transfer Request” means a
written notice, in a form prescribed by the Company, by a
Participant to transfer all or any portion of one Deferred Benefit
Account to another Deferred Benefit Account as provided for in
paragraph 6.7.
2.2 Amendment of Payment
Election Form. “Amendment of Payment Election Form”
means a written notice, in a form prescribed by the Company, filed
with the Company by a Participant to change the manner in which
such Participant’s Deferral Benefits are to be
paid.
2.3 Beneficiary .
“Beneficiary” means the person, persons or entity
designated by the Participant, or as provided in Article VIII, to
receive any benefits payable under the Plan. Any Participant
Beneficiary Designation shall be made in a written instrument filed
with the Company and shall become effective only when received,
accepted and acknowledged in writing by the Company.
2.4 Board .
“Board” means the Board of Directors of the
Company.
2.5 Committee .
“Committee” means the Deferred Compensation Committee
appointed to review the Plan decisions pursuant to Article
III.
2.6 Company .
“Company” means Sprint Corporation, or any successor
thereto.
2.7 Compensation .
“Compensation” means the Base Salary, Annual Incentive
Compensation and Long-Term Incentive Compensation payable to a
Participant during a Plan Year other than a distribution under this
Plan.
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(a)
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Base Salary
. “Base
Salary” means all regular cash remuneration for services,
other than such items as Annual Incentive Compensation, payable by
the Employer to a Participant in cash during a Plan Year, but
before reduction for amounts deferred pursuant to this Plan or any
other Plan of the Employer.
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(b)
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Annual Incentive
Compensation . “Annual Incentive
Compensation” means any annual cash incentive compensation
payable by the Employer to a Participant in a Plan Year.
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(c)
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Long-Term Incentive
Compensation . “Long-Term Incentive
Compensation” means cash incentive compensation, if any,
earned over a period of at least two years and paid to a
Participant in a Plan Year.
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2.8 Deferral Benefit .
“Deferral Benefit” means the benefit payable to a
Participant or the Participant’s Beneficiary on the
Participant’s retirement, death, disability, or termination
of employment as calculated in Article VII hereof.
2.9 Deferred Benefit
Account . “Deferred Benefit Account” means the
accounts maintained on the books of account of the Employer for
each Participant pursuant to Article VI. Separate Deferred Benefit
Accounts shall be maintained for each Participant. More than one
Deferred Benefit Account shall be maintained for each Participant
to reflect (a) Termination and Retirement Interest Yields, (b)
separate deferral elections, and (c) Account A, Account B, Account
D, Account AA, Account BB, and Account DD elections.
For Account AA two
sub-accounts (a Retirement Deferred Benefit Account and a
Termination Deferred Benefit Account) shall be maintained to
reflect the difference in Interest Yields as provided in Article
VI, paragraph 6.4.
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For Account BB two
sub-accounts (a Retirement Deferred Benefit Account and a
Termination Deferred Benefit Account) shall be maintained to
reflect, in the event of a transfer from Account AA or Account DD
to Account BB pursuant to paragraph 6.7, the difference in values
of the two sub-accounts of Account AA or Account DD transferred to
Account BB.
For Account DD two
sub-accounts (a Retirement Deferred Benefit Account and a
Termination Deferred Benefit Account) shall be maintained to
reflect the crediting of PCS Share Units corresponding to the
respective sub-accounts of Account BB pursuant to Section 6.3(b)
and to reflect, in the event of a transfer from Account AA or
Account BB to Account DD pursuant to paragraph 6.7, the difference
in values of the two sub-accounts of Account AA or Account BB
transferred to Account DD.
A Participant’s
Deferred Benefit Accounts shall be used solely as a device for the
measurement and determination of the amounts to be paid to the
Participant pursuant to this Plan. A Participant’s Deferred
Benefit Account shall not constitute or be treated as a trust fund
of any kind. Unless the context requires otherwise, “Deferred
Benefit Account” shall mean the aggregate balance of all
accounts of a Participant.
2.10 Determination
Date . “Determination Date” means the date on which
the amount of a Participant’s Deferred Benefit Account is
determined as provided in Article VI hereof. The last day of each
calendar month shall be a Determination Date.
2.11 Disability .
“Disability” or “Disabled Participant”
means a physical or mental condition of a Participant resulting in
a determination of disability for purposes of receiving benefits
under the Employer Long-Term Disability Insurance Plan.
2.12 Early Retirement
Date . “Early Retirement Date” means the date on
which the Participant actually terminates employment following the
first day of the month coincidental with or next following a
Participant’s attainment of age fifty-five (55), but before
his Normal Retirement Date.
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2.13 Employer .
“Employer” means Sprint Corporation, any successor to
the business thereof or any affiliate or subsidiary designated by
the Board.
2.14 FON Share Unit .
“ FON Share Unit” means a measure of participation
under the Plan having a value based on the market value of one
share of FON Common Stock, Series 1, of the Company.
2.15 Internal Revenue
Code . “Internal Revenue Code” means the Internal
Revenue Code of 1986, as amended or supplemented from time to time.
References to any section of the Internal Revenue Code shall be to
that section as it is renumbered, amended, supplemented or
re-enacted.
2.16 Interest Yield .
“Interest Yield” means with respect to any calendar
month the Termination Interest Yield or the Retirement Interest
Yield as defined below:
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(a)
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Termination Interest
Yield .
The “Termination Interest Yield” means (1) in the case
of balances in Account AA, the composite yield on Moody’s
Seasoned Corporate Bond Yield Index for the preceding calendar
month as determined from Moody’s Bond Record published by
Moody’s Investors Services, Inc. (or any successor thereto)
or, if such monthly yield is no longer published, a substantially
similar average selected by the Company, and (2) in the case of
balances in Account A, the greater of (i) the prime rate in effect
at Citibank, N.A. at the opening of business on the first business
day of the month, or if said bank, for any reason, no longer
publishes its prime rate, the prime rate similarly determined of
another major bank selected by the Company and (ii) six percent per
annum.
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(b)
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Retirement Interest
Yield .
The “Retirement Interest Yield” means (1) in the case
of balances in Account AA, three percentage points over the
Termination Interest Yield, and (2) in the case of balances in
Account A, the Termination Interest Yield.
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2.17 Normal Retirement
Age . “Normal Retirement Age” means the time at
which a Participant attains age sixty-five (65).
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2.18 Normal Retirement
Date . “Normal Retirement Date” means the first day
of the month coincidental with or next following a
Participant’s Normal Retirement Age.
2.19 Participant .
“Participant” means any individual who is designated by
the Company in accordance with paragraph 4.1 to participate in this
Plan and who elects to participate by filing a Participation
Agreement as provided in Article IV.
2.20 Participation
Agreement . “Participation Agreement” means the
agreement, in a form prescribed by the Company, filed with the
Company by a Participant before the beginning of the period in
which the Participant’s Compensation is to be deferred
pursuant to the Plan and the Participation Agreement. A new
Participation Agreement shall be filed by the Participant for each
separate Base Salary deferral election and for each Annual
Incentive Compensation deferral election and, if applicable, each
Long-Term Incentive Compensation deferral election not accompanying
a Base Salary deferral election.
2.21 PCS Share Unit .
“PCS Share Unit” means a measure of participation under
the Plan having a value based on the market value of a share of PCS
Common Stock, Series 1, of the Company.
2.22 Plan .
“Plan” means the Sprint Corporation Executive Deferred
Compensation Plan as set forth in this document. This Plan is the
successor to, and comprises an amendment and revision of, the
United Telecommunications, Inc. 1985 Executive Deferred
Compensation Plan adopted February 12, 1985.
2.23 Plan
Administrator . “Plan Administrator” means the
person appointed by the Company to represent the Company in the
administration of this Plan.
2.24 Plan Year .
“Plan Year” means a twelve month period commencing May
1st and ending the following April 30th. The first Plan Year
commenced May 1, 1985.
2.25 Recapitalization
Date . “Recapitalization Date” means November 23,
1998.
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2.26 Retirement Plan .
“Retirement Plan” means the Sprint Retirement Pension
Plan, as amended from time to time.
2.27 Share Units.
“Share Units” means the Share Units credited to
Accounts B and BB prior to the recapitalization of the
Company’s Common Stock on the Recapitalization
Date.
2.28 Spouse .
“Spouse” means a Participant’s wife or husband
who was lawfully married to the Participant upon the
Participant’s retirement, death or severance from
service.
2.29 Sprint Insider .
“Sprint Insider” means, as of any time when the
determination thereof is relevant, any Participant subject to
liability under Section 16 of the Securities Exchange Act of 1934
with respect to trading in the equity securities of the
Company.
2.30 Transition Date .
“Transition Date” means May 1, 1990.
ARTICLE
III
ADMINISTRATION
3.1 Plan Administrator;
Company and Committee; Duties . This Plan shall be administered
by the Committee. The Committee shall consist of not more than five
persons appointed by the Board. The Committee may be a consolidated
Committee administering other benefit plans of the Company in
addition to this Plan. The Committee shall have the authority to
make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or
resolve any and all questions, including interpretations of this
Plan, as may arise in connection with the Plan. The Committee may
appoint a Benefit Administrative Committee and a Plan
Administrator. The Committee may delegate its duties for the
day-to-day operations of the Plan to the Plan Administrator and
other duties to the Benefit Administrative Committee. Members of
the Committee, the Benefit Administrative Committee and the Plan
Administrator may be Participants under this Plan.
3.2 Claim for Benefits
. Any claim for benefits under this Plan shall be made in writing
to the Plan Administrator. If a claim for benefits is wholly or
partially denied, the Plan Administrator shall so notify the
Participant or Beneficiary within 90 days after receipt of the
claim. The notice of denial shall be written in a manner calculated
to be understood by the Participant or Beneficiary and shall
contain (a) the specific reason or reasons for
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denial of the claim, (b)
specific references to the pertinent Plan provisions upon which the
denial is based, (c) a description of any additional material or
information necessary to perfect the claim together with an
explanation of why such material or information is necessary and
(d) an explanation of the claims review procedure. The decision or
action of the Plan Administrator shall be final, conclusive and
binding on all persons having any interest in the Plan, unless a
written appeal is filed as provided in Section 3.3.
3.3 Review of Claim .
Within 60 days after the receipt by the Participant or Beneficiary
of notice of denial of a claim, the Participant or Beneficiary may
(a) file a request with the Benefit Administrative Committee that
it conduct a full and fair review of the denial of the claim, (b)
review pertinent documents and (c) submit questions and comments to
the Committee in writing.
3.4 Decision After
Review . Within 60 days after the receipt of a request for
review under Section 3.3, the Committee shall deliver to the
Participant or Beneficiary a written decision with respect to the
claim, except that if there are special circumstances (such as the
need to hold a hearing) which require more time for processing, the
60-day period shall be extended to 120 days upon notice to the
Participant or Beneficiary to that effect. The decision shall be
written in a manner calculated to be understood by the Participant
or Beneficiary and shall (a) include the specific reason or reasons
for the decision and (b) contain a specific reference to the
pertinent Plan provisions upon which the decision is
based.
ARTICLE
IV
PARTICIPATION
4.1 Participation .
Participation in the Plan shall be limited to executives having a
job grade level of E14 or above, or any other employees designated
by the Committee, who elect to participate in the Plan by filing a
Participation Agreement with the Company. Participation Agreements
must be filed no later than the March 31 st
immediately
preceding the Plan Year in which the Participant Agreement is to
take effect, and the election to participate shall be effective on
the first day of the Plan Year following receipt by the Company of
a properly completed and executed Participation Agreement;
provided, however, that if March 31 st
falls
on a Saturday, Sunday or holiday, the filing date for the
Participation Agreement shall be no later than the next business
day after March 31 st
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4.2 Minimum and Maximum
Deferral and Length of Participation . A Participant may elect
in any Participation Agreement to defer a portion of the
Participant’s Compensation. The minimum and maximum amounts
that may be deferred under any single Participation Agreement shall
be in $100 units and shall be as follows:
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Minimum
Deferral
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Maximum
Deferral
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With respect to Base Salary
Deferrals
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$300 per month
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50% of Base Salary
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With respect to Annual
Incentive Compensation
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25% of Annual Incentive
Compensation
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100% of Annual Incentive
Compensation
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With respect to Long-Term
Incentive
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25% of Long-Term Incentive
Compensation
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100% of Long-Term Incentive
Compensation
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(a)
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With respect to Base Salary
deferrals, the dollar amount of deferral elected in each
Participation Agreement shall be the amount of Base Salary that
will be deferred in each month subject to the Participation
Agreement. Each Participation Agreement shall apply to the
Participant’s Base Salary payable in the Plan Year
immediately following the Plan Year in which the Participation
Agreement is filed (or until the Participant’s retirement,
whichever occurs first). The fixed dollar amount of Base Salary
deferral applicable over a deferral period shall not be changed by
virtue of a change in Base Salary alone.
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(b)
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With respect to Annual
Incentive Compensation or Long-Term Incentive Compensation
deferrals, the deferral percentage selected in each Participation
Agreement shall apply only to the Participant’s Annual
Incentive Compensation or Long-Term Incentive Compensation paid in
the Plan Year immediately following receipt of the Participation
Agreement.
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(c)
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From time to time, the Company
may increase or decrease the minimum and maximum deferrals set
forth above as well as the period for which the deferrals are
effective by giving reasonable written notice to the affected
Participants. Such changes shall be effective for all Participation
Agreements filed thereafter.
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(d)
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A Participant’s election
to defer Compensation shall be irrevocable upon the filing of the
respective Participation Agreement; provided, however, that the
deferral of Compensation under any Participation Agreement may be
suspended or amended as provided in paragraphs 7.5 or
9.1.
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ARTICLE
V
DEFERRED
COMPENSATION
5.1 Elective Deferred
Compensation . The amount of Compensation that a Participant
elects to defer in the Participation Agreement executed by the
Participant, with respect to each Plan Year of participation in the
Plan, shall be credited by the Company to the Participant’s
Deferred Benefit Account throughout each Plan Year as the
Participant is paid the non-deferred portion of Compensation for
such Plan Year. The amount credited to a Participant’s
Deferred Benefit Account shall equal the amount deferred. To the
extent that the Employer is required to withhold any taxes or other
amounts relating to the employees’ deferred wages pursuant to
any state, federal or local law, such amounts shall be taken out of
the portion of the Participant’s Compensation which is not
deferred under this Plan.
5.2 Additional Amounts
Under Savings Plan and Retirement Plan.
(a) Savings
Plan. Except for Participants who are Sprint Insiders, to the
extent a Participant’s deferral of Compensation under this
Plan causes a reduction in the Company’s contribution for the
Participant under the Sprint Retirement Savings Plan, the Company
shall credit the amount of any such reduction to the
Participant’s Deferred Benefit Accounts B and D in the ratio
determined pursuant to guidelines adopted by the Committee or the
Board. For Sprint Insiders, such reduction shall be credited to
Account A.
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(b) Retirement
Plan. A Participant shall receive a Pension Make-Up Benefit
from the Supplemental Executive Retirement Plan if the deferral of
compensation under this Plan causes a reduction in the
Participant’s benefit under the Retirement Plan.
(c) Elimination
of Savings Plan Credit . No additional amounts provided under
5.2(a) will be credited after the Plan Year ending April 30,
2004.
5.3 Additional
Payments . The Company also intends that supplemental payments
shall be made at death, disability or termination of employment, as
the case may be, for any reduction in benefits due to deferrals of
Compensation under this Plan in respect of any of the
Employer’s life insurance or disability plans or Employees
Stock Purchase Plan now in existence or adopted after the effective
date of this Plan.
5.4 Vesting of Deferred
Benefit Account . A Participant shall be 100% vested in the
Participant’s Deferred Benefit Account.
ARTICLE
VI
DEFERRED
BENEFIT ACCOUNT
6.1 Determination of
Account . Each Participant’s Deferred Benefit Account, as
of each Determination Date, shall consist of the balance of the
Participant’s Deferred Benefit Account as of the immediately
preceding Determination Date, plus the Participant’s elective
deferred compensation withheld since the immediately preceding
Determination Date pursuant to paragraph 5.1 and plus amounts
credited to the Participant’s Deferred Benefit Account
pursuant to paragraphs 6.4 and 6.5. The Deferred Benefit Account of
each Partici
