Exhibit 10.22
MANAGEMENT INCENTIVE STOCK OPTION
PLAN
(As Amended April 18,
1995, August 8, 1995,
August 12, 1996, February 11,
1997 and April 15, 1997, October 13,
1998, November 23,
1998, April 20,
1999, May 13, 1999, January 14,
2000, October 10, 2000,
February 13, 2001, December 11,
2001, December 9, 2003, February 28, 2004,
and
November 5, 2008)
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1.
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Purpose. Sprint
Nextel Corporation (the “Company”) maintains this
Management Incentive Stock Option Plan (the “Plan”) to
permit employees of the Company and its subsidiaries who are
eligible to receive annual incentive compensation to receive
nonqualified stock options in lieu of a portion of the target
incentive under the Company’s management incentive plans
(“MIPs”), thereby encouraging the employees to focus on
the growth and profitability of the Company and the performance of
its common stock. As approved by the Company’s stockholders,
the Plan provides for options to be granted beginning
March 15, 1995, and ending April 18, 2005. Stock options
granted prior to or as of April 18, 2005, may extend beyond
that date.
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2.
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Administration.
The Plan shall be administered by the Organization and Compensation
Committee of the Board of Directors (the “Committee”).
The Company shall grant options under the Plan in accordance with
determinations made by the Committee pursuant to the provisions of
the Plan. The Committee from time to time may adopt (and thereafter
amend and rescind) such rules and regulations for carrying out the
Plan and take such action in the administration of the Plan, not
inconsistent with the provisions of the Plan, as it shall deem
proper. The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan, or in any option
granted pursuant to the Plan, in the manner and to the extent it
shall deem desirable to effect the terms of the Plan. With respect
to any option granted under the Plan, the Committee may determine
when the option may become exercisable whenever, in the judgment of
the Committee, doing so would be in the best interest of the
Company. The interpretation and construction of any provisions of
the Plan by the Committee shall, unless otherwise determined by the
Board of Directors of the Company, be final and conclusive. No
member of the Board of Directors or the Committee shall be liable
for any action or determination made in good faith with respect to
the Plan or any option granted under it. The Corporate Secretary
shall act as Plan Administrator carrying out the day-to-day
administration of the Plan unless the Committee appoints another
officer or employee of the Company as Plan Administrator. The
Corporate Secretary may condition the exercise of any option on the
optionee’s filing with the Company a representation in such
form as the Corporate Secretary considers appropriate at the time
of the exercise to insure the optionee’s, the
grantee’s, or the Company’s compliance with
(1) the terms of the option, (2) the terms of any
policies of the Company, or (3) any laws or regulations, in
each case as they may be potentially affected by the exercise of
the option or the disposition of the shares of common stock
acquired in its exercise.
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3.
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Eligibility. The Committee will
determine each year whether options will be granted in such year,
whether participation will be elective or automatic, which class or
classes of common stock will be subject to purchase by participants
(which may be different for different groups of employees) and the
amount of incentive compensation to be given up for each stock
option. Any salaried employee of the Company and its subsidiaries
shall be eligible to be selected for
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participation in the MIPs. The
Committee will, in its discretion, determine the employees who
participate in the MIPs and, therefore, who will be eligible for
options, the dates on which options shall be granted, and any
conditions on the exercise of the options.
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No option may be granted to any
individual who immediately after the option grant owns directly or
indirectly stock possessing more than five percent (5%) of the
total combined voting power or value of all classes of stock of the
Company or any subsidiary.
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4.
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Common Stock
Subject to the Plan. The shares of any class of publicly traded
common stock of the Company to be issued upon the exercise of a
nonqualified option to purchase such common stock granted in lieu
of MIP payout may be made available from the authorized but
unissued common stock of the Company, shares of common stock held
in the treasury, or common stock purchased on the open market or
otherwise.
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Approval of the Plan by the
stockholders of the Company shall constitute authorization to use
such shares for the Plan subject to the discretion of the Board or
as such discretion may be delegated to the Committee.
Subject to the provisions of the
following paragraph, the total number of shares for which options
may be granted under the Plan each year shall be 0.9% of the total
outstanding shares of each class of common stock of the Company
(including, with respect to the PCS Stock, both Series 1 and Series
2 PCS Stock) as of the first day of such year, provided, however,
that such number shall be increased in any year by the number of
shares available in previous years for which options have not been
granted, and provided further that the total number of shares for
which options may be granted will not be increased by 0.9% of the
total outstanding shares of any class of common stock as of the
first day of 2004 or the first day of 2005. If and when an option
granted under the Plan is forfeited, cancelled, expired, or
otherwise terminated without having been exercised in full, the
remaining shares shall again become available for grant under the
Plan.
The number and kind of shares
subject to the Plan may be appropriately adjusted by the Committee
in the circumstances outlined in Section 5(j).
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5.
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Stock Options;
Terms and Conditions. Each option will represent the right to
purchase a specific class and number of shares of common stock of
the Company and shall be subject to the following terms and
conditions and to such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall
deem desirable:
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a.
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Consideration for and Class and
Number of Options. Each option shall be granted in lieu of a
portion of the optionee’s payout under the MIPs or in lieu of
other incentive compensation as determined by the Committee. The
Committee shall determine the class and the number of shares or the
manner of determining the class and number of shares available for
each option, subject to the total number of shares available under
the Plan for such year, and the amount or the method of determining
the consideration to be given up by each participant in return for
an option, taking into consideration appropriate factors
in
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MISOP 11.04.08
2
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making such determinations, such
as interest rates, volatility of the market price of the class of
common stock of the Company and the term of the option; provided,
however that shares subject to options granted to any individual
employee during any calendar year shall not exceed a total of
1,250,000 shares of FON Stock (as defined in the Company’s
articles of incorporation).
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b.
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Participation
in the Plan. Participation in the Plan may be voluntary or
automatic, as determined by the Committee. The rules and procedures
for voluntary participation, when applicable, shall be established
and implemented by the Plan Administrator.
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c.
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Exercise Price.
Unless the Committee determines otherwise, the price at which each
share covered by an option may be purchased shall be one hundred
percent (100%) of the fair market value of the Company’s
common stock subject to purchase under the option on the date the
option is granted, but in no event at a price lower than the fair
market value of one share of such stock. Fair market value shall be
deemed to be the average of the high and low prices of the
Company’s common stock for composite transactions as
published by major newspapers for the date the option is granted
or, if no sale of the Company’s common stock shall have been
made on that day, the next preceding day on which there was a sale
of such stock.
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d.
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Vesting. Unless
the Committee determines otherwise, stock option grants shall
provide: (i) with respect to options issued in lieu of annual
management incentive compensation, that the total number of shares
subject to an option shall become exercisable December 31 in
the year of the date of grant and (ii) with respect to options
issued in lieu of or as part of long-term incentive compensation
(“LTIP Options”) that the total number of shares
subject to the option shall become exercisable in full on the third
December 31 following the grant date. Unless the Committee
provides otherwise, if the grantee of an LTIP Option terminates
employment by reason of the grantee’s death, total
disability, or normal retirement (except in the case of mandatory
retirement of any outside director, with respect to options
outstanding at least 1 year on retirement), the LTIP Option shall
become exercisable in full on the grantee’s termination date.
Unless the Committee provides otherwise, if the grantee of any
other option terminates employment before the option becomes
exercisable for any reason other than termination for good cause,
the option shall be forfeited and any incentive compensation
foregone to acquire the options shall be restored to the grantee as
if an election to acquire options were not made.
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e.
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Term of Option.
Options shall not be exercisable after the expiration of ten
(10) years from the date of grant.
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f.
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Payment of Exercise Price.
Options shall be exercisable only upon payment to the Company of
the full purchase price of the shares with respect to which options
are exercised. Payment for the shares shall be either in United
States dollars, payable in cash or by check, or by surrender of
stock certificates representing the same class of common stock of
the Company having an aggregate fair market value,
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MISOP 11.04.08
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determined as of the date of
exercise, equal to the number of shares with respect to which such
options are exercised multiplied by the exercise price per share.
The fair market value of common stock on the date of exercise of
options shall be determined in the same manner as the fair market
value of common stock on the date of grant of options is
determined. In lieu of the delivery of physical certificates, the
optionee may deliver shares in payment of the exercise price by
attesting, on a form established for such purpose by the Secretary,
to the ownership, either outright or through ownership of a broker
account, of a sufficient number of Seasoned Shares (as defined in
the Company’s 1997 Long-Term Stock Incentive Program). The
attestation must be notarized and signed by the optionee’s
spouse if the spouse is a joint owner of the shares with respect to
which such attestation is made and must be accompanied by such
documentation as the Corporate Secretary may consider necessary to
evidence actual ownership of such shares.
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g.
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Manner of
Exercise. A completed exercise form and the exercise price, whether
in the form of cash or stock, must be delivered to the Plan
Administrator in order to exercise an option. An option shall be
deemed exercised on the date such exercise form and
paymen
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