SEC Info - Sprint Corp - ‘10-Q’ for 9/30/16

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Sprint Corp – ‘10-Q’ for 9/30/16 – ‘EX-10.1’

On: Tuesday, 11/1/16, at 3:06pm ET · For: 9/30/16 · Accession #: 101830-16-88 · File #: 1-04721

  As Of               Filer                 Filing    For·On·As Docs:Size

11/01/16  Sprint Corp                       10-Q        9/30/16   79:13M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.03M 
 2: EX-10.1     Evidence of Turnaround Incentive Award Rest. Stock  HTML     41K 
                Units                                                            
 3: EX-10.2     First Amendment to the Credit Agreement Dated June  HTML     46K 
                29, 2016                                                         
 4: EX-10.3     Incremental Agreement No. 1 Dated June 29, 2016     HTML     61K 
 5: EX-12       Ratio of Earnings to Combined Fixed Charges         HTML     62K 
 6: EX-31.1     Certification of Chief Executive Officer Pursuant   HTML     30K 
                to Rule 13A-14(A)                                                
 7: EX-31.2     Certification of Chief Financial Officer Pursuant   HTML     30K 
                to Rule 13A-14(A)                                                
 8: EX-32.1     Certification of Chief Executive Officer Pursuant   HTML     24K 
                to Section 1350                                                  
 9: EX-32.2     Certification of Chief Financial Officer Pursuant   HTML     24K 
                to Section 1350                                                  
16: R1          Document and Entity Information                     HTML     43K 
17: R2          Consolidated Balance Sheets                         HTML    106K 
18: R3          Consolidated Balance Sheets (Parentheticals)        HTML     32K 
19: R4          Consolidated Statements of Comprehensive (Loss)     HTML    100K 
                Income                                                           
20: R5          Consolidated Statements of Cash Flows               HTML    112K 
21: R6          Consolidated Statements of Shareholders' Equity     HTML     63K 
22: R7          Basis of Presentation                               HTML     26K 
23: R8          New Accounting Pronouncements                       HTML     42K 
24: R9          Funding Sources                                     HTML     51K 
25: R10         Financial Instruments                               HTML     52K 
26: R11         Property, Plant and Equipment                       HTML     53K 
27: R12         Intangible Assets                                   HTML     87K 
28: R13         Accounts Payable                                    HTML     25K 
29: R14         Long-Term Debt, Financing and Capital Lease         HTML    125K 
                Obligations                                                      
30: R15         Severance and Exit Costs                            HTML     49K 
31: R16         Income Taxes                                        HTML     49K 
32: R17         Commitments and Contingencies                       HTML     43K 
33: R18         Per Share Data                                      HTML     28K 
34: R19         Segments                                            HTML    295K 
35: R20         Related Party Transactions                          HTML     49K 
36: R21         Guarantor Financial Information                     HTML    740K 
37: R22         Subsequent Events                                   HTML     27K 
38: R23         Financial Instruments (Tables)                      HTML     44K 
39: R24         Property, Plant and Equipment (Tables)              HTML     47K 
40: R25         Intangible Assets (Tables)                          HTML     81K 
41: R26         Long-Term Debt, Financing and Capital Lease         HTML     93K 
                Obligations (Tables)                                             
42: R27         Severance and Exit Costs (Tables)                   HTML     48K 
43: R28         Income Taxes (Tables)                               HTML     40K 
44: R29         Segments (Tables)                                   HTML    291K 
45: R30         Related Party Transactions (Tables)                 HTML     42K 
46: R31         Guarantor Financial Information (Tables)            HTML    736K 
47: R32         Funding Sources (Details)                           HTML     54K 
48: R33         Accounts Receivable Facility (Details)              HTML     48K 
49: R34         Funding Sources Handset Sale-Leaseback (Details)    HTML     54K 
50: R35         Funding Sources Network LeaseCo (Details)           HTML     34K 
51: R36         Financial Instruments (Narrative) (Details)         HTML     41K 
52: R37         Property, Plant and Equipment (Narrative)           HTML     48K 
                (Details)                                                        
53: R38         Financial Instruments (Estimated Fair Value of      HTML     35K 
                Debt, Financing and Capital Lease Obligations)                   
                (Details)                                                        
54: R39         Property, Plant and Equipment (Components of        HTML     46K 
                Property Plant and Equipment) (Details)                          
55: R40         Property, Plant and Equipment (Components of        HTML     36K 
                Property Plant and Equipment, Specifically Leased                
                Devices) (Details)                                               
56: R41         Intangible Assets (Indefinite-Lived Intangible      HTML     47K 
                Assets) (Details)                                                
57: R42         Intangible Assets (Intangible Assets Subject to     HTML     61K 
                Amortization) (Details)                                          
58: R43         Intangible Assets (Narrative) (Details)             HTML     29K 
59: R44         Accounts Payable (Details)                          HTML     24K 
60: R45         Long-Term Debt, Financing and Capital Lease         HTML    112K 
                Obligations (Schedule of Long-term Debt                          
                Instruments) (Details)                                           
61: R46         Long-Term Debt, Financing and Capital Lease         HTML    214K 
                Obligations (Narrative) (Details)                                
62: R47         Severance and Exit Costs (Details)                  HTML     53K 
63: R48         Severance and Exit Costs (Schedule of Severance     HTML     73K 
                and Exit Costs) (Details)                                        
64: R49         Income Taxes (Narrative) (Details)                  HTML     39K 
65: R50         Income Taxes (Effective Income Tax Rate) (Details)  HTML     49K 
66: R51         Commitments and Contingencies (Narrative)           HTML     68K 
                (Details)                                                        
67: R52         Per Share Data (Narrative) (Details)                HTML     35K 
68: R53         Segments (Segment Financial Information) (Details)  HTML    128K 
69: R54         Segments (Operating Revenues by Service and         HTML     87K 
                Products) (Details)                                              
70: R55         Related Party Transactions (Details)                HTML     35K 
71: R56         Related Party Transactions (Brightstar) (Details)   HTML     64K 
72: R57         Guarantor Financial Information (Details)           HTML     50K 
73: R58         Guarantor Financial Information (Condensed          HTML    178K 
                Consolidating Balance Sheet) (Details)                           
74: R59         Guarantor Financial Information (Condensed          HTML    123K 
                Consolidated Statement of Comprehensive Income                   
                (Loss)) (Details)                                                
75: R60         Guarantor Financial Information (Condensed          HTML    138K 
                Consolidating Statement of Cash Flows) (Details)                 
76: R61         Subsequent Events (Details)                         HTML     43K 
78: XML         IDEA XML File -- Filing Summary                      XML    136K 
77: EXCEL       IDEA Workbook of Financial Reports                  XLSX    100K 
10: EX-101.INS  XBRL Instance -- s-20160930                          XML   4.69M 
12: EX-101.CAL  XBRL Calculations -- s-20160930_cal                  XML    211K 
13: EX-101.DEF  XBRL Definitions -- s-20160930_def                   XML    967K 
14: EX-101.LAB  XBRL Labels -- s-20160930_lab                        XML   1.49M 
15: EX-101.PRE  XBRL Presentations -- s-20160930_pre                 XML   1.18M 
11: EX-101.SCH  XBRL Schema -- s-20160930                            XSD    176K 
79: ZIP         XBRL Zipped Folder -- 0000101830-16-000088-xbrl      Zip    308K

‘EX-10.1’ — Evidence of Turnaround Incentive Award Rest. Stock Units

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10.1

Evidence of Award

Turnaround Incentive Award

Restricted Stock Units

Throughout this Evidence of Award, we sometimes refer to Sprint Corporation (“Sprint” or the “Company”) and its subsidiaries as “we” or “us,” and we refer to the Award recipient as “you.”

1. Award of Restricted Stock Units

Effective September 21, 2016 (the “Date of Grant”), the Section 16 Sub-Committee of the Compensation Committee of the Company granted you <number> restricted stock units (the “RSUs”) under the terms of the Sprint Corporation 2015 Omnibus Incentive Plan (the “Plan”). Subject to the terms and conditions of the Plan and this Evidence of Award, an RSU represents the right for you to receive from us one share of Common Stock of the Company. If you do not satisfy the Form S-8 definition of “employee,” we will not deliver shares of Common Stock underlying your RSUs that are earned under this award, but we will settle the shares in cash by paying you the value (using the closing price of the Common Stock) as of the vesting date. This award is intended to be a Qualified Performance-Based Award as defined in the Plan. This award is contingent upon stockholder approval of the amended and restated Plan at the 2016 annual meeting of stockholders.

2. Determination of Earned Shares

Your RSUs will be earned (the “Earned Shares”) upon the achievement of specified volume-weighted average prices of Common Stock during regular trading on the NYSE over any 150-calendar day period during a period from September 21, 2016 through May 31, 2019 (the “Performance Period”). The volume-weighted average prices associated with the Earned Shares are as set forth below:


•	<$7.00: Earned Shares = 0% of target


•	$7.00: Earned Shares = 25% of target


•	$7.50: Earned Shares = 50% of target


•	$8.00: Earned Shares = 100% of target


•	=>$10.00: Earned Shares = 120% of target

In determining Earned Shares, there is no interpolation between the above price targets. For example, if the highest volume-weighted average price over any 150-calendar day period during the Performance Period is $7.75, then the Earned Shares would be 50% of target.

3. Vesting and Forfeiture

If the price targets specified in paragraph 2 are not achieved by the conclusion of the Performance Period, the opportunity is forfeited. Once shares are earned - that is, the price target has been attained during the Performance Period - they are subject to forfeiture if you are not continuously serving as our employee through the Vesting Date (subject to the exceptions in Paragraphs 4 and 5 below), but they are not subject to forfeiture based on subsequent share price performance. The Earned Shares vest 50 percent on the fourth anniversary of the Date of Grant and 50 percent on the fifth anniversary of the Date of Grant (each date is referred to as a “Vesting Date”). In addition, you will forfeit undelivered RSUs if (a) you have an employment agreement and you breach a restrictive covenant in your employment agreement during the Restricted Period (or “Non-compete Period”, as applicable) as defined in your employment agreement, or (b) if you do not have an employment agreement and you breach your obligation to refrain from Detrimental Activity as described in Exhibit A.

4. Treatment of Certain Terminations before a Vesting Date

If, (1) before a Vesting Date and after two years following the Date of Grant, your employment is terminated by the Company without Cause, or (2) before a Vesting Date you have a termination by death, or termination by Disability, you will receive on the Vesting Date a pro-rata number of the Earned Shares you would have otherwise received without such termination, based on the number of days you were employed during the Performance Period over the entire Performance Period. Cause and Disability are defined in the Plan.

5. Treatment of Change in Control during the Performance Period

If a Change in Control, as defined in this Evidence of Award, occurs during the Performance Period, Earned Shares (if any) will be the greater of the achievement based on (1) volume-weighted average prices of Common Stock over any 150-calendar day period as specified in Paragraph 2 as of the date of the Change in Control, or (2) the consideration per share of Common Stock in connection with the Change in Control using the

prices specified in Paragraph 2. Any Earned Shares under the previous sentence will vest on the Vesting Date as specified in Paragraph 3, unless the continuing entity fails to assume the RSUs, in which case vesting will accelerate without proration as of the date of the Change in Control. In addition, if during the CIC Severance Protection Period, your employment is terminated by the Company under circumstances that you receive severance benefits under the Sprint Separation Plan (or its successor), the CIC Severance Protection Plan (if you are a participant in that plan), or your employment agreement (if applicable), any Earned Shares will immediately vest and become payable without proration. Change in Control for this award is as defined in the Plan, except that acquisition by SoftBank Group Corp. or its subsidiaries of 100% of the Company’s shares (such that the Company ceases to have any class of equity securities listed on a national securities exchange) will not constitute a Change in Control. CIC Severance Protection Period is also defined in the Plan. It means the time period commencing on the date of the first occurrence of a Change in Control and continuing until the earlier of (i) the 18-month anniversary of such date or (ii) the Participant’s death.

6. Agreement to Refrain from Detrimental Activity

You shall indicate your agreement to obligations to refrain from Detrimental Activity as described in Exhibit A to this Evidence of Award in accordance with the instructions provided herein, and your acceptance of this Award shall include your acceptance of these obligations. You and the Corporation hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if you and the Corporation executed agreement to these obligations in paper form.

7. Dividends

Your RSUs are not eligible for dividends.

8. Delivery Date; Market Value Per Share

The Delivery Date (the date as of which we distribute to you the Common Stock underlying your Vested RSUs or cash if you do not satisfy the Form S-8 definition of “employee”) is the Vesting Date, or the day after the Six-Month Payment Delay if that delay applies to your RSUs. We calculate your taxable income on the Delivery Date using the Market Value Per Share on the immediately preceding trading day, but we use the average of the high and low reported prices of our Common Stock instead of the closing price. We will distribute the Common Stock underlying your Vested RSUs as soon as practicable after the Delivery Date, but in no event later than 45 days after the Delivery Date. Six-Month Payment Delay is defined in the Plan to mean the required delay in payment to a Participant who is a “specified employee” of amounts subject to Section 409A of the Internal Revenue Code (the “Code”) that are paid upon Separation from Service.

9. Transfer of your RSUs and Designation of Beneficiaries

Your RSUs represent a contract between the Company and you, and your rights under the contract are not assignable to any other party during your lifetime nor do they give you a preferred claim to any particular assets or shares of the Company. Upon the Vesting Date following your death, any Earned Shares prorated as described in Paragraph 4 will be delivered in accordance with the terms of the Award to any beneficiaries you name in a beneficiary designation or, if you make no designation, to your estate.

10. Plan Terms

All capitalized terms used in this Evidence of Award that are not defined in this Evidence of Award have the same meaning as those terms have in the Plan. The terms of the Plan are hereby incorporated by this reference. The Plan is available online on Sprint’s intranet.

11. Adjustment

In the event of any change in the number or kind of outstanding shares of our Common Stock by reason of a recapitalization, merger, consolidation, spin-off, reorganization, separation, liquidation, stock split, stock dividend, extraordinary cash dividend, combination of shares or any other change in our corporate structure or shares of our Common Stock, an appropriate adjustment will be made consistent with applicable provisions of the Code and applicable Treasury Department rulings and regulations in the number and kind of shares subject to outstanding Awards and any other adjustments as the Board deems appropriate.

12. Amendment; Discretionary Nature of Plan

This Evidence of Award is subject to the terms of the Plan, as may be amended from time to time, except that the Award which is the subject of this Evidence of Award may not be materially impaired by any amendment or termination of the Plan approved either before or after the Date of Grant, without your written consent. Subject to the above restriction, you acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by us, in our sole discretion, at any time. The grant of RSUs under the Plan is a one-time benefit and does not create any contractual or other right to receive any other grant of RSUs, other types of grants under the Plan, or benefits in lieu of such grants in the future. Future grants (other than as contained herein), if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of RSUs granted, the payment of dividend equivalents, and vesting provisions.

13. Data Privacy

By accepting this Award, you (i) authorize us, and any agent of ours administering the Plan or providing Plan recordkeeping services, to disclose to us such information and data as we request in order to facilitate the grant of the RSUs and the administration of the Plan; (ii) waive any data privacy rights you may have with respect to such information; and (iii) authorize us to store and transmit such information in electronic form.

14. Governing Law

This Evidence of Award will be governed by the laws of the State of Delaware. No shares of Common Stock will be delivered to you upon the vesting of the RSUs unless our counsel is satisfied that such delivery will be in compliance with all applicable laws.

15. Severability

The various provisions of this Evidence of Award are severable, and any determination of invalidity or unenforceability of any one provision shall have no effect on the remaining provisions.

16. Taxes

You are liable for any and all taxes, including withholding taxes, arising out of this grant or the issuance of the Common Stock (or cash payment if you do not satisfy the Form S-8 definition of “employee”) on vesting of RSUs. We are authorized to deduct the amount of the tax withholding from the amount payable to you upon settlement of the RSUs. We will withhold from the total number of shares of Common Stock you are to receive a number of shares the value of which is sufficient to satisfy any such withholding obligation at the minimum applicable withholding rate. In addition, if you become subject to FICA or Medicare tax, but you are not yet entitled to delivery of the shares of Common Stock underlying the RSUs, you hereby authorize us to withhold the resulting FICA or Medicare tax from other income payable to you.

17. Clawback

We may recover any compensation related to this award to the extent the Board of Directors of the Company determines that the value of that compensation is based on financial results or operating objectives impacted by your knowing or intentional fraudulent or illegal conduct and that such forfeiture or recovery is appropriate, or as may be required under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

18. Entire Understanding

You hereby acknowledge that you have read the 2015 Omnibus Incentive Plan Information Statement (the “Information Statement”) available on Sprint’s intranet. To the extent not inconsistent with the provisions of this Evidence of Award, the terms of the Information Statement and the Plan are hereby incorporated by reference. This Evidence of Award, along with the Information Statement and the Plan, contain the entire understanding of the parties.

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	5/31/19
Filed on:	11/1/16	8-K, DEF 14A, IRANNOTICE
For Period end:	9/30/16
	9/21/16	4
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/10/20  T-Mobile US, Inc.                 10-Q/A      6/30/20   33:5.7M                                   Donnelley … Solutions/FA

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Filing Submission 0000101830-16-000088 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)