UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 17, 2005
SPRINT CORPORATION
(Exact name of Registrant as specified in its charter)
Kansas 1-04721 48-0457967
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
6200 Sprint Parkway, Overland Park, Kansas 66251
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 624-3000
(Former name or former address, if changed since last report)
P. O. Box 7997, Shawnee Mission, Kansas 66207-0997
(Mailing address of principal executive offices)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On January 17, 2005, the Compensation Committee of the Board of Directors of
Sprint Corporation ("Sprint") adopted a Sprint Retention Program in connection
with the proposed merger with Nextel Communications, Inc. ("Nextel"). The
objective of the Sprint Retention Program is to retain officers and other
critical employees during the period leading up to the merger and the spin-off
of the local telecommunications operations and for a one-year transition period
after those events and to provide an incentive to complete a successful merger
and spin-off and an effective transition.
Gary Forsee, the Chairman and Chief Executive Officer of Sprint, and Len Lauer,
the President and Chief Operating Officer of Sprint, will not be participants in
the program. All other executive officers of Sprint will be eligible to receive
a cash incentive of 100% of base salary and short term incentive target.
For participating executive officers other than the President-Local
Telecommunications Division, 50% of the base salary retention payment is payable
at the time of the closing of the Nextel merger or the closing of an intervening
business combination. The balance of the base salary payment and the short term
incentive target portion is payable on the one year anniversary of the closing
date. If the executive officer is involuntarily terminated not for cause, the
cash incentive payment will be made on the executive officer's last day worked
or the closing date, whichever is later. If an executive officer voluntarily
terminates employment or is terminated for cause before a payment is made, the
executive officer would not receive that payment. The cash retention incentive
will be cancelled in the event that no transaction is consummated.
In addition to the cash retention payment, the Sprint Retention Program provides
that, if one of these executive officers is involuntarily terminated not for
cause before the one year anniversary of the business combination, all unvested
stock options, restricted stock, restricted stock units and other equity based
awards held by that executive officer for at least one year at the end of the
officer's severance period would fully vest on the last day of the severance
period as long as the business combination is consummated and the last day of
the severance period occurs on or after the closing date. An executive officer
who takes a position with the company resulting from the spin-off of the local
division operations is not considered involuntarily terminated and would not
receive accelerated vesting of equity based awards.
The President-Local Telecommunications Division will be eligible to receive his
retention incentive payments at the time of the spin-off and the one year
anniversary of the spin-off. If either the business combination or the spin-off
does not occur, he will not receive the payments. His equity based awards
accelerate on the same terms and conditions as the other executive officers if
he is involuntary terminated not for cause before the one year anniversary of
the spin-off. If the spin-off does not occur, he will be entitled to
acceleration of his equity based awards only if the involuntary termination
occurs before the one year anniversary of the business combination.
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The Sprint Retention Program also provides other officers, director-level
employees and select non-local division employees with cash retention
incentives. In addition, other officers and director-level employees who are
involuntarily terminated not for cause before the applicable one year
anniversary will be entitled to acceleration of their equity based awards on the
same terms and conditions as executive officers.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SPRINT CORPORATION
Date: January 21, 2005 By: /s/ Michael T. Hyde
Michael T. Hyde, Assistant Secretary