exv10w3



 




Exhibit 10.3



Release Agreement


     WHEREAS, Nextel Communications, Inc. a Delaware corporation (the
“Company,” a term which includes its predecessors, parents, subsidiaries,
divisions, successors-in-interest, related or affiliated companies, successors,
all of its and their current and former officers, directors, stockholders,
members, employees, heirs, assigns, representatives, insurers, agents and
counsel and all persons acting by, through, under or in concert with any of
them, unless the context otherwise clearly requires), and JAMES F. MOONEY
(“Executive”) are parties to a Separation and Non-Competition Agreement, dated
September 19, 2002 (the “Agreement”); and


     WHEREAS, Executive’s employment with the Company terminated on the
Separation Date (as defined in Section 1 of the Agreement); and


     WHEREAS, Executive is required to sign this Release in order to receive
the payments to be made and the benefits to be received by Executive pursuant
to Section 2 of the Agreement.


     NOW THEREFORE, in consideration of the promises and agreements contained
herein and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, and intending to be legally bound, Executive
agrees as follows:


          1.     This Release is effective on the date hereof and will continue in
effect as provided herein.


          2.     As a material inducement to the Company to enter into the Agreement and
in consideration of the payments to be made and the benefits to be received by
Executive pursuant to Section 2 of the Agreement, Executive, for himself and
Executive’s dependents, successors, assigns, heirs, executors and
administrators (and Executive’s and their legal representatives of every kind),
hereby irrevocably and unconditionally releases, dismisses, remises, acquits
and forever discharges the Company from any and all arbitrations, claims,
liabilities, obligations, promises, agreements, controversies, damages,
actions, causes of action, suits, rights, demands, costs, losses, debts and
expenses including claims for attorney’s fees, demands, damages, suits,
proceedings, actions and/or causes of action of any kind and every description,
whether known or unknown, which Executive now has or may have had for, upon, or
by reason of any cause whatsoever, known or unknown, suspected or unsuspected
(collectively “Claims”) that Executive now has, may have, owns, or holds, or
claims to have, own, or hold, or any time had, owned, or held, or claimed to
have had, owned, or held against the Company. This complete release of Claims
includes, without express or implied limitation, the release of all Claims of
breach of express or implied contract; all Claims related to Executive’s
employment and the termination of his employment; all Claims of wrongful
termination of employment whether in contract or tort; all Claims of
intentional, reckless, or negligent infliction of emotional distress; all
Claims of breach of any express or implied covenant of employment, including
the covenant of good faith and fair dealing; all Claims of interference with
contractual or advantageous relations, whether prospective or existing; all
Claims of deceit or misrepresentation; all Claims of discrimination under state
or federal law; and any legal restrictions on the Company’s right to terminate
employees, or any federal, state, local statutory or common law or other
governmental statute, regulation or ordinance, including, without


 






 




 limitation, Section 1981 of Title 42 of the United States Code and/or
Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000 et seq., 42 U.S.C.
§1981, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the
Americans with Disabilities Act, 42 U.S.C. §12101 et seq., the Virginia Human
Rights Act, Virginia Code 43 and Chapter 11 of the 1976 Code of Fairfax County,
Virginia, the Equal Pay Act, the Family and Medical Leave Act; the Employee
Retirement Income Security Act of 1974, as amended, the Rehabilitation Act of
1973, the Racketeer Influenced and Corrupt Organizations Act, all Claims of
defamation or damage to reputation; all Claims for reinstatement; all Claims
for punitive or emotional distress damages; all Claims for wages, bonuses,
severance, back or front pay or other forms of compensation which are based
upon or arise from the acts, practices, transactions, events, and/or facts
underlying any wage claim that was or could have been asserted; and all Claims
for attorney’s fees and costs. This complete release of claims does not
include a release of any Claims that arise from the Company’s obligations under
the Agreement, to any benefits under the Company’s employee benefit plans to
which he is or will be entitled pursuant to the terms of such plans in the
ordinary course, except as otherwise provided in Section 2 of the Agreement, or
to any indemnity against claims, costs or expenses to which he may be entitled
as a result of having served as an officer of the Company or any its affiliates
pursuant to their respective articles or by-laws or any policies of insurance
they may maintain.


          3.     Executive understands and acknowledges that the Company does not admit
any violation of law, liability or invasion of any of his rights and that any
such violation, liability or invasion is expressly denied. The consideration
provided for this Release is made for the purpose of settling and extinguishing
all claims and rights (and every other similar or dissimilar matter) that
Executive ever had or now may have against the Company to the extent provided
in this Release. Executive further agrees and acknowledges that no
representations, promises or inducements have been made by the Company other
than as appear in the Agreement.


          4.     Executive agrees to release and discharge Company, not only from any
and all claims which he could make on his own behalf, but also those which may
or could be brought by any person or organization, on his behalf, and he
specifically waives any right to become, and promises not to become, a member
of any class or a party in any proceeding or case in which a claim or claims
against Company may arise, in whole or in part, from any event which occurred
up through and including the date of the Agreement.


          5.     Executive acknowledges that his waiver and release of rights and claims
as set forth in the Agreement is in exchange for valuable consideration which
he would not otherwise be entitled to receive.


          6.     The parties understand, agree and intend that, upon receipt of payments
by the Company referred to in Section 2 of the Agreement, Executive will have
received complete satisfaction of any and all claims, whether known, suspected,
or unknown, that he may have or had against Company, and he thereby waives any
and all relief not explicitly provided for herein.


     (e)  Executive agrees to pay any reasonable legal fees or costs incurred by
the Company as a result of any breach of his promises in this Release,
including his promise to fully release Company from all claims and to
compensate his attorneys for their legal fees.


 






 


          7.     Executive further agrees and acknowledges that:


                    (a) Executive represents and agrees that he has been advised by the
Company to consult and discuss all aspects of the Agreement and this Release
with legal counsel prior to executing and delivering Release, has had an
opportunity to consult with and to be advised by legal counsel of Executive’s
choice, fully understands the terms of this Release, and enters into this
Release freely, voluntarily, without coercion or duress of any kind and
intending to be bound;


                    (b) Executive acknowledges that he has been given the opportunity to
consider the Agreement and this Release for a period of at least twenty-one
(21) days. In the event that Executive has executed the Agreement and this
Release within less than twenty-one (21) days of the date of its delivery to
him, Executive acknowledges that such decision was entirely voluntary and that
he had the opportunity to consider the Agreement and this Release for the
entire twenty-one (21) day period. Executive and the Company acknowledge that
for a period of seven (7) days from the date that Executive executes this
Release (the “Revocation Period”), he shall retain the right to revoke this
Release by written notice that is received by Leonard J. Kennedy, Senior Vice
President and General Counsel before the end of such Revocation Period.
Provided that this Release is not revoked pursuant to the preceding sentence,
the Agreement and this Release shall become effective, binding, irrevocable and
enforceable on the date immediately following the last day of the Revocation
Period (the “Effective Date”). If Executive exercises his right to revoke this
Release, Executive will forfeit his right to receive any of the benefits
provided for herein or therein, without affecting the effectiveness of the
termination of Executive’s employment with the Company under Section 1 of the
Agreement.


          8.     Executive represents that he has not filed any complaints or lawsuits
against the Company with any government agency or any court, and that he will
not seek to recover any monetary damages in the future with respect to claims
that arose prior to the Effective Date of the Agreement;
provided, however,
that this shall not limit Executive from filing a lawsuit for the sole purpose
of enforcing Executive’s rights under this Release.


          9.     Executive waives and releases any claim that Executive has or may have
to reemployment. Executive agrees that Executive will not seek employment with
the Company at any time in the future.


[The remainder of this page is intentionally blank.]



     IN WITNESS WHEREOF, Executive has executed and delivered this Release on
the date set forth below.


 






 



	 	 	 
	Dated:       10/1/02             
	 	
/s/ James F. Mooney



James F. Mooney
	 
	Dated:       10/8/02             
	 	
/s/ Leonard J. Kennedy



Leonard J. Kennedy

Senior Vice President and General Counsel