exv10w2



 






Exhibit 10.2




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 15, 2005
(the “Effective Date”), by and between Nextel Communications, Inc., a Delaware corporation (the
“Company”), and William G. Arendt (the “Executive”).



WITNESSETH:




     WHEREAS, the Executive serves the Company as its Senior Vice President and Controller;



     WHEREAS, the Executive and the Company are parties to a Nextel Confidentiality Agreement dated
May 10, 1997 (the “Confidentiality Agreement”);



     WHEREAS, the Executive and the Company desire to enter into this employment agreement; and



     NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth
herein and for other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the Company and the Executive agree as follows:



     1.     Employment.



            (a)     The Company will continue to employ the Executive and the Executive will continue to be
employed by the Company upon the terms and conditions set forth herein.



            (b)     The employment relationship between the Company and the Executive shall be governed by the
general employment policies and practices of the Company, including without limitation, those
relating to the Company’s Code of Corporate Conduct, confidential information and avoidance of
conflicts, except that when the terms of this Agreement differ from or are in conflict with the
Company’s general employment policies or practices, this Agreement shall control.



     2.     Term. Subject to termination under Section 9, the Executive’s employment shall be
for an initial term of thirty-six (36) months commencing on the Effective Date and shall continue
through the third anniversary of the Effective Date (the “Employment Term”); provided,
however, that at the end of the initial Employment Term and on each succeeding anniversary
of the Effective Date, the Employment Term will be automatically extended by an additional twelve
(12) months, unless not less than twelve (12) months prior to the end of the initial Employment
Term or any such succeeding anniversary date either the Executive or the Company has given the
other written notice of nonrenewal.



     3.     Position and Duties of the Executive.



            (a)      The Executive shall serve as the Senior Vice President and Controller of the Company or in
a comparable financial management position, and agrees to serve as an officer and/or agrees to be
an employee of any Subsidiary as may be requested from time to time by the Board of Directors of
the Company (the “Board”), any committee or person delegated by the



 









 




Board or the Chief Executive
Officer of the Company (the “Chief Executive Officer”). The Executive shall perform such duties as
may be delineated in the By-laws of the Company, and such other duties commensurate with the
Executive’s title and position, as may be assigned to the Executive from time to time by the Chief
Executive Officer or such other officer of the Company as may be designated by the Chief Executive
Officer. For purposes of this Agreement, “Subsidiary” shall mean any entity, corporation,
partnership (general or limited), limited liability company, entity, firm, business organization,
enterprise, association or joint venture in which the Company directly or indirectly controls ten
percent (10%) or more of the voting interest.




            (b)     Throughout the Employment Term, the Executive shall, except as may from time to time be
otherwise agreed in writing by the Company and during reasonable vacations as set forth in Section
7 hereof and authorized leave, devote his best efforts, full attention and energies during his
normal working time to the business of the Company, any duties as may be delineated in the
Company’s By-laws for the Executive’s position and title and such other related duties and
responsibilities as may from time to time be reasonably prescribed by the Board, any committee or
person delegated by the Board, or the Chief Executive Officer, in each case, within the framework
of the Company’s policies and objectives.



            (c)     Throughout the Employment Term and provided that such activities do not contravene the
provisions of Section 3(a) or Sections 10, 11, 12 and 13 hereof and provided further the Executive
does not engage in any other substantial business activity for gain, profit or other pecuniary
advantage which materially interferes with the performance of his duties hereunder, the Executive
may participate in any governmental, educational, charitable or other community affairs and serve
as a member of the governing board of any such organization or of up to three (3) private or public
for profit companies, subject in each case to the prior approval of the Chief Executive Officer.
The Executive may retain all fees and other compensation from any such service, and the Company
shall not reduce his compensation by the amount of such fees.



     4.     Compensation.



            (a)     Base Salary. During the Employment Term the Company shall pay to the Executive a
base salary of not less than his base salary as of the Effective Date (the “Base Salary”), payable
at the times and in the manner consistent with the Company’s general policies regarding
compensation of senior executive employees. The Base Salary will be reviewed not less than
annually by the Chief Executive Officer and may be increased (but not decreased) in the Chief
Executive Officer’s sole discretion. The Executive’s position shall be classified as pay grade EX3
or better (as adjusted for any changes to the Company’s system of classifying employees by salary
grade level implemented subsequent to the Effective Date).



            (b)     Incentive Compensation.




         (i)     The Executive will continue to be eligible to participate in any short-term
and long-term incentive compensation plans, annual bonus plans and such other
management incentive programs or arrangements of the Company approved by the Board
that are generally available to the Company’s senior executives, including, but not
limited to, (i) the Nextel Communications, Inc. Long-Term Performance Plan effective
January 1, 2004, or any successor plan,



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program, agreement or arrangement (the
“LTPP”) and (ii) the Nextel Communications, Inc. Cash Compensation Deferral Plan,
each as may be amended from time to time.




         (ii)      Annual Performance Bonus. During the Employment Term, the
Executive shall be entitled to participate in an annual bonus plan (the “Bonus
Plan”), with such opportunities as may be determined by the Chief Executive Officer
(“Target Bonuses”); provided, however, that effective for the bonus year ending
December 31, 2004, the Executive will participate in the Bonus Plan at a Target
Bonus opportunity of 50% of his Base Salary and shall be entitled to receive full
payment of any award under the Bonus Plan determined pursuant to such Bonus Plan (a
“Bonus Award”).




         (iii) Long-Term Performance Bonus. During the Employment Term, the
Executive shall be entitled to participate in the LTPP with such opportunities, if
any, as may be determined by the Chief Executive Officer (“LTPP Target Award
Opportunities”).




         (iv) Incentive bonuses, if earned, shall be paid when incentive compensation is
customarily paid to the Company’s senior executives in accordance with the terms of
the applicable plans, programs or arrangements.




         (v) Pursuant to the Company’s applicable incentive or bonus plans as in effect
from time to time, the Executive’s incentive compensation during the term of this
Agreement may be determined according to criteria intended to qualify under Section
162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).



            (c)     Equity Compensation. The Executive shall continue to be eligible to participate
in such equity incentive compensation plans and programs as the Company generally provides to its
senior executives, including, but not limited to, the Nextel Communications, Inc. Amended and
Restated Incentive Equity Plan (as amended and restated as of November 16, 2000), as may be further
amended from time to time, (the “Incentive Equity Plan”).




         (i)     Options. During the Employment Term, the Compensation Committee of
the Board (the “Compensation Committee”) may, in its sole discretion, grant stock
options to the Executive, which would be subject to the terms of the respective
option agreements evidencing such grants.




         (ii)     Deferred Shares. The Compensation Committee will award to the
Executive 60,000 Deferred Shares (as such term is defined in the Incentive Equity
Plan) of common stock of the Company, par value $.001 per share (“Common Stock”),
(the “Deferred Shares Award”) in three (3) tranches as follows: 20,000 Deferred
Shares as of the Effective Date (the “Tranche 1 Shares”), 20,000 Deferred Shares as
of the date of a Compensation Committee meeting in February 2006 (the “Tranche 2
Shares”) and 20,000 Deferred Shares as of the date of a Compensation Committee
meeting in February 2007 (the “Tranche 3



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Shares”).Subject to the terms and
conditions of the Deferred Shares Award agreement evidencing each such Tranche, the
Deferred Shares Award shall vest and become nonforfeitable pursuant to the following
schedule: one-third (1/3) of the Tranche 1 Shares shall vest and become
nonforfeitable on each of the first three (3) anniversaries of the Effective Date,
one-half (1/2) of the Tranche 2 Shares shall vest and become nonforfeitable on each
of the second and third anniversaries of the Effective Date, and all of the Tranche
3 Shares shall vest and become nonforfeitable on the third anniversary of the
Effective Date; provided, however, that in the event of a Change of
Control (as defined in the Incentive Equity Plan) of the Company, to the extent not
awarded, the remaining tranches of the Deferred Shares Award shall be awarded
effective immediately prior to the Change of Control and any unvested portions of
each tranche of the Deferred Shares Award shall immediately vest and become
nonforfeitable upon the Change of Control.



     5.     Benefits.



            (a)     During the Employment Term, the Company shall make available to the Executive, subject to
the terms and conditions of the applicable plans, participation for the Executive and his eligible
dependents in (i) Company-sponsored group health, major medical, pension and profit sharing, 401(k)
and employee welfare benefit plans, programs and arrangements (the “Employee Plans”) and such other
usual and customary benefits in which senior executives of the Company participate from time to
time, and (ii) such fringe benefits and perquisites as may be made available to senior executives
of the Company as a group, including, but not limited to, long-term disability insurance, life
insurance coverage and the Nextel Communications, Inc. Change of Control Retention Bonus and
Severance Pay Plan, or any successor plan, program, agreement or arrangement (the “Change of
Control Plan”).



            (b)     The Executive acknowledges that the Company may change its benefit programs from time to
time which may result in certain benefit programs being amended or terminated for its senior
executives generally.



     6.     Expenses. The Company shall pay or reimburse the Executive for reasonable and
necessary business expenses incurred by the Executive in connection with his duties on behalf of
the Company in accordance with the Company’s Travel and Expense Policy and any other of its expense
policies applicable to senior executives of the Company, following submission by the Executive of
reimbursement expense forms in a form consistent with such expense policies.



     7.     Vacation. In addition to such holidays, sick leave, personal leave and other paid
leave as is allowed under the Company’s policies applicable to senior executives generally, the
Executive shall be entitled to twenty (20) days of vacation per 12-month period and subject to the
terms and conditions of the Company’s vacation policy applicable to senior executives. The
duration of such vacations and the time or times when they shall be taken will be determined by the
Executive in consultation with the Company.



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     8.     Place of Performance. In connection with his employment by the Company, the
Executive shall be based at the principal executive offices of the Company in the greater
Washington, D.C. area, except for travel reasonably required for Company business. If the Company
relocates his place of work more than 30 miles, the Executive shall relocate to a residence within
30 miles of such relocated executive offices, subject, however, to reimbursement of the Executive’s
relocation expenses in accordance with the Company’s relocation policy applicable to senior
executives.



     9.     Termination.



            (a)     Termination by the Company for Cause or Resignation by the Executive Without Good
Reason. If, prior to the expiration of the Employment Term, the Executive’s employment is
terminated by the Company for Cause, as defined in Section 9(d), or if the Executive resigns from
his employment hereunder without Good Reason, as defined in Section 9(f), the Executive shall not
be eligible to receive Base Salary or to participate in any Employee Plans with respect to future
periods after the date of such termination or resignation except for the right to receive vested
benefits under any Employee Plan in accordance with the terms of such Employee Plan.



            (b)     Termination by the Company Without Cause or Resignation by the Executive for Good
Reason. If, prior to the expiration of the Employment Term, the Executive’s employment is
terminated by the Company without Cause or the Executive terminates his employment hereunder for
Good Reason, conditioned upon the Executive delivering to the Company a release in a form
reasonably satisfactory to the Company with all periods for revocation expired, notwithstanding any
provision in the terms of any incentive compensation plan or agreement to the contrary, in full
satisfaction of the Executive’s rights and any benefits the Executive might be entitled to under
The Nextel Severance Benefits Plan, or any successor plan, program, agreement or arrangement, the
Executive shall be entitled to:




         (i)     receive from the Company his Base Salary then in effect for the greater of
the remainder of the Employment Term or twenty-four (24) months (the “Severance
Period”), payable through periodic payments with the same frequency as the Company’s
payroll schedule following the termination of the Executive’s employment;




         (ii)     continue participation in the Company’s health care, life and long-term
disability plans, substantially on the same basis that the Executive participated in
such health care, life and long-term disability plans prior to the termination of
his employment for the Severance Period; provided, however, that benefits otherwise
receivable by the Executive pursuant to this Section 9(b)(ii) shall be applied
against the maximum period of continuation coverage provided under Section 4980B of
the Code;




         (iii)     (A) receive full payment of the Bonus Award for the Company’s fiscal year
during which his termination of employment occurs, (B) receive full payment of the
Bonus Award for the next fiscal year following the fiscal year during which his
termination of employment occurs and (C) receive payment of a



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pro rata portion of
the Bonus Award for the second year following the fiscal year during which the
Executive’s employment terminates (such pro rata formula shall be determined based
on the number of months of service provided by the Executive during the fiscal year
during which his termination of employment occurs), which shall not be payable until
the Compensation Committee has determined that any incentive targets have been
achieved and the subsequent designated payout date has arrived;




         (iv)     receive either (A) a pro rata portion of any LTPP Target Award Opportunity
to which he would otherwise be entitled for the LTPP performance period during which
his termination of employment occurs (but not for any later years) if such
termination occurs during the first year of the two-year LTPP performance period or
(B) full payment of any LTPP Target Award Opportunity to which he would otherwise be
entitled for the LTPP performance period during which his termination of employment
occurs (but not for any later years) if such termination occurs during the second
year of the two-year LTPP performance period, in each case, in accordance with the
then existing terms of the LTPP, which shall not be payable until the Compensation
Committee has determined that any incentive targets have been achieved and the
subsequent designated payout date has arrived;




         (v)     accelerated vesting of any unvested deferred shares, restricted shares and
stock options granted to the Executive which have not otherwise vested and any
vested stock options shall remain outstanding and exercisable for twelve (12) months
following the Executive’s termination of employment, and to the extent not awarded,
the remaining tranches of the Deferred Shares Award shall be awarded effective
immediately prior to the termination of the Executive’s employment and any unvested
portions of each tranche of the Deferred Shares Award shall immediately vest and
become nonforfeitable; and




         (vi)     receive outplacement services by a firm selected by the Company at its
expense in an amount not to exceed the lesser of $50,000 or 10% of the Executive’s
Base Salary.



     Notwithstanding the foregoing, if the Executive terminates his employment for Good Reason due
to the relocation of the Executive’s principal place of work, as set forth in Section 9(f)(iii), in
lieu of payments and benefits set forth under Section 9(b)(i), (ii), (iii), (iv), (v) and (vi), the
Executive shall be entitled to receive (A) the compensation and benefits provided under Sections
9(b)(i), (ii) and (iii) for a maximum period of twelve (12) months and under Section 9(b)(v), as
provided in such provision and (B) a pro rata portion of the Executive’s LTPP Target Award
Opportunity, if any, for the Company’s fiscal year during which the Executive’s termination occurs
(but not for any later years) payable in accordance with the then existing terms of such cash
incentive compensation, which shall not be payable until the Compensation Committee has determined
that any incentive targets have been achieved and the subsequent designated payout has arrived.



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            (c)     Termination by Death or Disability. If the Executive dies or becomes Disabled, as
defined in Section 9(e), prior to the expiration of the Employment Term, the Executive’s employment
will terminate and the Executive, or in the case of death, the Executive’s beneficiary, or if none,
the Executive’s estate, shall be entitled to:




         (i)     in the case of Disability, receive an amount equal to twelve (12) months
Base Salary payable through periodic payments with the same frequency as the
Company’s payroll schedule or in the event of the Executive’s death, receive an
amount equal to twelve (12) months Base Salary following termination due to the
Executive’s death;




         (ii)     in the case of Disability, continue participation in any health care and
life plans for a period of twelve (12) months or in the event of the Executive’s
death, receive any health care benefits under the terms of the Employee Plans; and




         (iii)     receive a pro rata portion of the Executive’s Bonus Award and LTPP Target
Award Opportunity, if any, for the Company’s fiscal year during which the
Executive’s death or Disability occurs (but not for any later years) payable in
accordance with the then existing terms of such cash incentive compensation, which
shall not be payable until the Compensation Committee has determined that any
incentive targets have been achieved and the subsequent designated payout has
arrived; and




         (iv)     accelerated vesting of any unvested deferred shares, restricted shares and
stock options and exercise of any unexercised vested stock options for a period of
twelve (12) months following termination due to the Executive’s death or Disability,
and to the extent not awarded, the remaining tranches of the Deferred Shares Award
shall be awarded effective immediately prior to the termination of the Executive’s
employment and any unvested portions of each tranche of the Deferred Shares Award
shall immediately vest and become nonforfeitable;


provided, however, if the Executive also becomes entitled to receive benefits under
a long-term disability plan (“LTD Plan”) now or hereafter paid for by the Company, then the
Executive’s disability benefits under Section 9(c)(i) (calculated on a monthly basis) shall be
reduced by the amount of the benefits paid under such LTD Plan.




            (d)     Cause. For purposes of this Agreement, “Cause” shall mean:




         (i)     any act or omission constituting a material breach by the Executive of any
provisions of this Agreement or the willful failure by the Executive to perform his
duties hereunder (other than any such failure resulting from the Executive’s
Disability), after demand for performance is delivered by the Company that
identifies the manner in which the Company believes the Executive has not performed
his duties, if, within thirty (30) days of such demand, the Executive fails to cure
any such failure capable of being cured;



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         (ii)     any intentional act or misconduct materially injurious to the Company or
any Subsidiary, financial or otherwise, or the misappropriation, fraud, embezzlement
or conversion by the Executive of the Company’s or any of its Subsidiary’s property
in connection with the Executive’s duties or in the course of the Executive’s
employment with the Company;




         (iii)     the conviction or plea of no contest of the Executive for any felony or
the indictment of the Executive for any felony involving fraud, moral turpitude,
embezzlement or theft in connection with the Executive’s duties or in the course of
the Executive’s employment with the Company;




         (iv)     the commission of any intentional or knowing violation of any antifraud
provision of the federal or state securities laws or the Board reasonably believes
that the Executive has committed any of the acts referred to in this Section
9(d)(iv);




         (v)     there is a final, non-appealable order in a proceeding before a court of
competent jurisdiction or a final order in an administrative proceeding finding that
the Executive committed any willful misconduct or criminal activity (excluding
traffic violations or other minor offenses) which commission is materially inimical
to the interests of the Company or any Subsidiary, whether for his personal benefit
or in connection with his duties for the Company or any Subsidiary;




         (vi)     current alcohol or prescription drug abuse affecting work performance;




         (vii)     current illegal use of drugs; or




         (viii)     violation of the Company’s Code of Corporate Conduct.



     For purposes of this Agreement, no act or failure to act on the part of the Executive shall be
deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be
deemed “intentional” only if done or omitted to be done by the Executive not in good faith and
without reasonable belief that the Executive’s action or omission was in the best interest of the
Company.



            (e)      Disability. For purposes of this Agreement, “Disability” or “Disabled” shall
mean:




         (i)     the Executive’s incapacity due to physical or mental illness to
substantially perform his duties and the essential functions of his position, with
or without reasonable accommodation, on a full-time basis for at least six (6)
months in any 12-month period as determined by the Board in its reasonable
discretion, and within thirty (30) days after a notice of termination is thereafter
given by the Company, the Executive shall not have returned to the full-time
performance of the Executive’s duties; or



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         (ii)      the Executive becomes eligible to receive benefits under the Company’s LTD
Plan;


provided, however, if the Executive shall not agree with a determination to
terminate his employment because of Disability, the question of the Executive’s disability shall be
subject to the certification of a qualified medical doctor agreed to by the Company and the
Executive. The costs of such qualified medical doctor shall be paid for by the Company.




            (f)     Good Reason. For purposes of this Agreement, “Good Reason” shall mean:




         (i)     the Company’s material breach of this Agreement (after failure to cure in
thirty (30) days);




         (ii)     a reduction in the Executive’s Base Salary or Target Bonus opportunity, as
set forth in Section 4(b)(ii) (that is not in either case agreed to by the
Executive) as compared to the corresponding circumstances in place on the Effective
Date; or




         (iii)      relocation of the Executive’s principal place of work more than thirty
(30) miles without the Executive’s consent.



            (g)     No Mitigation Obligation. The Executive will not be required to mitigate the
amount of any payment made pursuant to Section 9 of this Agreement by seeking other employment or
otherwise. Except as otherwise provided by applicable law, the Executive’s coverage under the
Company’s welfare benefit plans will terminate when the Executive becomes eligible for coverage
under any employee benefit plan made available by another employer and covering the same type of
benefits. The Executive shall notify the Company within thirty (30) days after becoming eligible
for coverage of any such benefits.



            (h)     Forfeiture. Notwithstanding the foregoing, any right of the Executive to receive
termination payments and benefits hereunder shall be forfeited to the extent of any amounts payable
after any breach of Section 10, 11, 12, 13 or 15 by the Executive.



     10.     Confidential Information; Statements to Third Parties.



            (a)     During the Employment Term and on a permanent basis upon and following termination of the
Executive’s employment, the Executive acknowledges that:




         (i)     all information, whether reduced to writing (or in a form from which
information can be obtained, translated, or derived into reasonably usable form) or
maintained in the mind or memory of the Executive and whether compiled or created by
the Company, any of its Subsidiaries or any affiliates of the Company or its
Subsidiaries (collectively, the “Company Group”), which derives independent economic
value from not being readily known to or ascertainable by proper means by others who
can obtain economic value from the disclosure or use of such information, of a
proprietary, private, secret or confidential nature concerning the Company Group’s
business, business



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relationships or financial affairs (collectively, “Proprietary
Information”) shall be the exclusive property of the Company Group, and by way of
illustration, but not limitation, shall include inventions, products, processes,
methods, techniques, formulas, compositions, compounds, projects, developments,
sales strategies, plans, research data, clinical data, financial data, personnel
data, computer programs, customer and supplier lists, trade marks, service marks,
copyrights (whether registered or unregistered), artwork, and contacts at or
knowledge of customers or prospective customers of the Company Group; and




         (ii)     the Proprietary Information of the Company Group gained by the Executive
during the Executive’s association with the Company Group was or will be developed
by and/or for the Company Group through substantial expenditure of time, effort and
money and constitutes valuable and unique property of the Company Group and that
reasonable efforts have been put forth by the Company Group to maintain the secrecy
of its Proprietary Information, that such Proprietary Information is and will remain
the sole property of the Company Group, and that any retention or use by the
Executive of Proprietary Information after the termination of the Executive’s
services for the Company Group will constitute a misappropriation of the Company
Group’s Proprietary Information.



            (b)     The Executive further acknowledges and agrees that he will take all affirmative steps
reasonably necessary or required by the Company to protect the Proprietary Information from
inappropriate disclosure during and after his employment with the Company.



            (c)     The Executive further agrees that all files, letters, memoranda, reports, records, data,
sketches, drawings, laboratory notebooks, program listings, or other written, photographic,
electronic, or other tangible material containing or constituting Proprietary Information, whether
created by the Executive or others, which shall come into his custody or possession, regardless of
medium, shall be and are the exclusive property of the Company to be used by him only in the
performance of his duties for the Company. All such materials or copies thereof and all tangible
things and other property of the Company Group in the Executive’s custody or possession shall be
delivered to the Company (to the extent the Executive has not already returned) in good condition,
on or before five (5) business days subsequent to the earlier of: (i) a request by the Company or
(ii) the Executive’s termination of employment for any reason or Cause, including for nonrenewal of
this Agreement, Disability, termination by the Company or termination by the Executive. After such
delivery, the Executive shall not retain any such materials or portions or copies thereof or any
such tangible things and other property and shall execute any statements or affirmations of
compliance under oath that the Company may require.



            (d)     The Executive further agrees that his obligation not to disclose or to use information and
materials of the types set forth in Sections 10(a), 10(b) and 10(c) above, and his obligation to
return materials and tangible property, set forth in Section 10(c) above, also extends to such
types of information, materials and tangible property of customers of the Company Group,
consultants for the Company Group, suppliers to the Company Group, or other third parties who may
have disclosed or entrusted the same to the Company Group or to the Executive.



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            (e)     The Executive further acknowledges and agrees that he will continue to keep in strict
confidence, and will not, directly or indirectly, at any time, disclose, furnish, disseminate, make
available, use or suffer to be used in any manner any Proprietary Information of the Company Group
without limitation as to when or how the Executive may have acquired such Proprietary Information
and that he will not disclose any Proprietary Information to any person or entity other than
appropriate employees of the Company or use the same for any purposes (other than in the
performance of his duties as an employee of the Company) without written approval of the Board,
either during or after his employment with the Company.



            (f)     Further the Executive acknowledges that his obligation of confidentiality will survive,
regardless of any other breach of this Agreement or any other agreement, by any party hereto, until
and unless such Proprietary Information of the Company Group has become, through no fault of the
Executive, generally known to the public. In the event that the Executive is required by law,
regulation, or court order to disclose any of the Company Group’s Proprietary Information, the
Executive will promptly notify the Company prior to making any such disclosure to facilitate the
Company seeking a protective order or other appropriate remedy from the proper authority. The
Executive further agrees to cooperate with the Company in seeking such order or other remedy and
that, if the Company is not successful in precluding the requesting legal body from requiring the
disclosure of the Proprietary Information, the Executive will furnish only that portion of the
Proprietary Information that is legally required, and the Executive will exercise all legal efforts
to obtain reliable assurances that confidential treatment will be accorded the Proprietary
Information.



            (g)     The Executive’s obligations under this Section 10 are in addition to, and not in
limitation or preemption of, all other obligations of confidentiality which the Executive may have
to the Company under the Company’s policies, general legal or equitable principles or statutes and
which will remain in full force and effect following the termination of the Executive’s employment.



            (h)     During the Employment Term and following his termination of employment:




         (i)     the Executive shall not, directly or indirectly, make or cause to be made
any statements to any third parties criticizing or disparaging the Company Group or
commenting on the character or business reputation of the Company Group. The
Executive further hereby agrees that, without the prior written consent of the
Board, unless otherwise required by law, the Executive shall not (A) publicly
comment in a manner adverse to the Company Group concerning the status, plans or
prospects of the business of the Company Group or (B) publicly comment in a manner
adverse to the Company Group concerning the status, plans or prospects of any
existing, threatened or potential claims or litigation involving the Company Group;
and




         (ii)     the Company shall comply with its policies regarding public statements
with respect to the Executive;



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provided, however, that nothing herein shall be interpreted to preclude honest and
good faith reporting by the Executive to appropriate Company or legal enforcement authorities.





         (i)     The Executive acknowledges and agrees that a violation of the foregoing provisions of this
Section 10 that results in material detriment to the Company Group would cause irreparable harm to
the Company Group, and that the Company’s remedy at law for any such violation would be inadequate.
In recognition of the foregoing, the Executive agrees that, in addition to any other relief
afforded by law or this Agreement, including damages sustained by a breach of this Agreement and
any forfeitures under Section 9(h), and without the necessity or proof of actual damages, the
Company shall have the right to enforce this Agreement by specific remedies, which shall include,
among other things, temporary and permanent injunctions, it being the understanding of the
undersigned parties hereto that damages, the forfeitures described above and injunctions shall all
be proper modes of relief and are not to be considered as alternative remedies.



     11.     Non-Competition. In consideration of the Company entering into this Agreement,
and in particular, the awards of Deferred Shares under Section 4(c)(ii), for a period commencing on
the Effective Date and for a period ending twenty-four (24) months after the Executive’s
termination of employment for any reason or Cause, including for nonrenewal of this Agreement,
Disability, termination by the Company or termination by the Executive:



            (a)     the Executive hereby covenants and agrees that he shall not, directly or indirectly,
individually or on behalf of any other person or entity do or suffer any of the following, engage
or be interested in (whether as owner, stockholder, investor, partner, lender, consultant,
employee, agent, director or otherwise) in any business, activity or enterprise which is then
competing with or planning to compete with the business of any division or operation of the Company
Group within any United States territory or state in which the Company Group is conducting the
business of providing wireless local area network (e.g., “802.11” or “Wi-Fi” wireless services) or
any other business authorized by the Federal Communications Commission (“FCC”) to provide
“commercial mobile radio service” as that term is defined by the FCC (47 C.F.R. § 20.3), (the
“Territory”), provided, however, that the Executive’s ownership of less than one
percent (1%) of any class of stock in a publicly traded corporation shall not be deemed a breach of
this Section 11; and;



            (b)     the Executive acknowledges that due to his unique and special contributions to the Company
Group in his position as specified in Section 3, he will be privy to and/or responsible for
Proprietary Information generated by the Company Group, so that his employment in any capacity for
a competing business will create an unreasonable and real risk of disclosure, inevitable or
otherwise, of Proprietary Information. The Executive further acknowledges that due to his talents,
skills and experience, the restrictions contained herein are reasonable and will not deprive him of
his ability to obtain commensurate employment or work in a non-competing business activity or
enterprise, and will not impose an undue hardship on him.



     12.     Non-Solicitation. In consideration of the Company entering into this Agreement,
for a period commencing on the Effective Date and for a period ending twenty-four (24) months after
the Executive’s termination of employment for any reason or Cause, including for



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nonrenewal of this
Agreement, Disability, termination by the Company or termination by the Executive, the Executive
hereby covenants and agrees that he shall not, directly or indirectly, individually or on behalf of
any other person or entity do or suffer any of the following:




            (a)     hire or employ or assist in hiring or employing any person who has been an employee,
representative or agent of any member of the Company Group at any time during the Executive’s
employment or solicit, aid, induce or attempt to solicit, aid, induce or persuade, directly or
indirectly, such person to leave his or his employment with any member of the Company Group to
accept employment with any other person or entity;



            (b)     directly or indirectly induce any person who is an employee, officer or agent of the
Company Group, or any of its affiliated, related or subsidiary entities to terminate such
relationship; or



            (c)     solicit any customer of the Company Group, or any person or entity whose business the
Company Group had solicited during the one hundred and eighty (180) day period prior to termination
of the Executive’s employment, within the Territory for purposes of business which is competitive
to the Company Group.



            (d)     For purposes of this Section 12, the term “solicit or persuade” includes, but is not
limited to, (i) initiating communications with an employee of the Company Group relating to
possible employment, (ii) offering bonuses or additional compensation to encourage an employee of
the Company Group to terminate his or her employment, and (iii) referring employees of the Company
Group to personnel or agents employed by competitors, suppliers or customers of the Company Group.



     13.     Developments.



            (a)     The Executive acknowledges and agrees that he will make full and prompt disclosure to the
Company of all inventions, improvements, discoveries, methods, developments, software, mask works,
and works of authorship, whether patentable or copyrightable or not, (i) which relate to the
Company’s business and have heretofore been created, made, conceived or reduced to practice by the
Executive or under his direction or jointly with others, and not assigned to prior employers, or
(ii) which have utility in or relate to the Company’s business and are created, made, conceived or
reduced to practice by the Executive or under his direction or jointly with others during his
employment with the Company, whether or not during normal working hours or on the premises of the
Company (all of the foregoing of which are collectively referred to in this Agreement as
“Developments”).



            (b)     The Executive further agrees to assign and does hereby assign to the Company (or any
person or entity designated by the Company) all of the Executive’s rights, title and interest
worldwide in and to all Developments and all related patents, patent applications, copyrights and
copyright applications, and any other applications for registration of a proprietary right.
However, this Section 13(b) shall not apply to Developments that the Executive developed entirely
on his own time without using the Company’s equipment, supplies, facilities, or trade secret
information and that does not, at the time of conception or reduction to practice, have utility in
or relate to the Company’s business, or actual or demonstrably anticipated research or



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development.
The Executive understands that, to the extent this Agreement shall be construed in accordance with
the laws of any state or country which precludes a requirement in an employee agreement to assign
certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to
apply to any invention which a court rules or the Company agrees falls within such classes.




            (c)     The Executive further agrees to cooperate fully with the Company, both during and after
his employment with the Company, with respect to the procurement, maintenance and enforcement of
copyrights, patents and other intellectual property rights (both in the United States and other
countries) relating to Developments; provided, however, that the Executive shall
not be required to incur or pay any costs or expenses in connection with the rendering of such
cooperation. The Executive will sign all papers, including, without limitation, copyright
applications, patent applications, declarations, oaths, formal assignments, assignments of priority
rights, and powers of attorney, and do all things that the Company may reasonably deem necessary or
desirable in order to protect its rights and interests in any Development.



            (d)     The Executive further acknowledges and agrees that if the Company is unable, after
reasonable effort, to secure the Executive’s signature on any such papers, any executive officer of
the Company shall be entitled to execute any such papers as the Executive’s agent and
attorney-in-fact, and the Executive hereby irrevocably designates and appoints each executive
officer of the Company as his agent and attorney-in-fact to execute any such papers on the
Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable
in order to protect its rights and interests in any Development, under the conditions described in
this sentence.



     14.     Remedies. The Executive and the Company agree that the covenants contained in
Sections 10, 11, 12 and 13 are reasonable under the circumstances, and further agree that if in the
opinion of any court of competent jurisdiction any such covenant is not reasonable in any respect,
such court will have the right, power and authority to sever or modify any provision or provisions
of such covenants as to the court will appear not reasonable and to enforce the remainder of the
covenants as so amended. The Executive acknowledges and agrees that the remedy at law available to
the Company for breach of any of the Executive’s obligations under Sections 10, 11, 12 and 13 would
be inadequate and that damages flowing from such a breach may not readily be susceptible to being
measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in
addition to any other rights or remedies that the Company may have at law, in equity or under this
Agreement, upon adequate proof of the Executive’s violation of any such provision of this
Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary
order restraining any threatened or further breach, without the necessity of proof of actual
damage. Without limiting the applicability of this Section 14 or in any way affecting the right of
the Company to seek equitable remedies hereunder, in the event that the Executive breaches any of
the provisions of Sections 10, 11, 12 or 13 or engages in any activity that would constitute a
breach save for the Executive’s action being in a state where any of the provisions of Sections 10,
11, 12, 13 or this Section 14 is not enforceable as a matter of law, then the Company’s obligation
to pay any remaining severance compensation and benefits that has not already been paid to
Executive pursuant to Section 9 shall be terminated and within ten (10) days of notice of such
termination of payment, the Executive shall return all severance compensation and the value of such
benefits,



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including the value of the Deferred Shares Award, or profits derived or received from
such benefits.




     15.     Continued Availability and Cooperation.



            (a)     In the event of termination of the Executive’s employment, the Executive shall cooperate
fully with the Company and with the Company’s counsel in connection with any present and future
actual or threatened litigation or administrative proceeding involving the Company that relates to
events, occurrences or conduct occurring (or claimed to have occurred) during the period of the
Executive’s employment by the Company. This cooperation by the Executive will include, but not be
limited to:




         (i)     making himself reasonably available for interviews and discussions with the Company’s
counsel as well as for depositions and trial testimony;




         (ii)     if depositions or trial testimony are to occur, making himself reasonably available and
cooperating in the preparation therefor as and to the extent that the Company or the Company’s
counsel reasonably requests;




         (iii)     refraining from impeding in any way the Company’s prosecution or defense of such
litigation or administrative proceeding; and




         (iv)     cooperating fully in the development and presentation of the Company’s prosecution or
defense of such litigation or administrative proceeding.



            (b)     The Executive will be reimbursed by the Company for reasonable travel, lodging, telephone
and similar expenses, as well as reasonable attorneys’ fees (if independent legal counsel is
necessary), incurred in connection with any cooperation, consultation and advice rendered under
this Agreement after the Executive’s termination of employment. The Executive shall not
unreasonably withhold the Executive’s availability for such cooperation, consultation and advice.



     16.     Dispute Resolution.



            (a)     Any dispute between the parties under this Agreement will be resolved (except as provided
below) through informal arbitration by a single arbitrator selected under the rules of the American
Arbitration Association for arbitration of employment disputes conducted in Fairfax County,
Virginia. Each party will be entitled to present evidence and argument to the arbitrator. The
arbitrator will have the right only to interpret and apply the provisions of this Agreement and may
not change any of its provisions, except as expressly provided in Section 23 and only in the event
the Company has not brought an action in a court of competent jurisdiction to enforce the covenants
in Sections 10, 11, 12 or 13. The arbitrator will permit reasonable pre-hearing discovery of
facts, to the extent necessary to establish a claim or a defense to a claim, subject to supervision
by the arbitrator. The determination of the arbitrator will be conclusive and binding upon the
parties and judgment upon the same may be entered in any court having jurisdiction thereof. The
arbitrator will give written notice to the parties stating the arbitrator’s determination, and will
furnish to each party a signed copy of such determination. The expenses of arbitration will be
borne equally by the Company and the Executive or as the arbitrator



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equitably determines consistent
with the application of state or federal law; provided, however, that the
Executive’s share of such expenses will not exceed the maximum permitted by law. Any arbitration
or action pursuant to this Section 16 will be governed by and construed in accordance with the
substantive laws of the Commonwealth of Virginia and, where applicable, federal law, without giving
effect to the principles of conflict of laws of such Commonwealth.




            (b)     Notwithstanding Section 16(a), the Company will not be required to seek or participate in
arbitration regarding any actual or threatened breach of the Executive’s covenants in Sections 10,
11, 12 or 13, but may pursue its remedies, including injunctive relief, for such breach in a court
of competent jurisdiction in Fairfax County, Virginia, or in the sole discretion of the Company, in
a court of competent jurisdiction where the Executive has committed or is threatening to commit a
breach of the Executive’s covenants, and no arbitrator may make any ruling inconsistent with the
findings or rulings of such court.



     17.     Other Agreements. The provisions of this Agreement supersede the provisions of
the Confidentiality Agreement. No agreements other than the agreements evidencing any grants of
stock options, deferred shares and restricted shares or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either party which are not
expressly set forth in this Agreement. To the extent there is a Change of Control (as defined in
the Change of Control Plan) of the Company, severance compensation and benefits payable under this
Agreement upon a termination of the Executive’s employment will be reduced dollar for dollar (but
not below zero) by any severance compensation and benefits payable under the Change of Control
Plan, it being the intent that the Executive receive the greatest of the compensation and benefits
provided under the Change of Control Plan or this Agreement. Notwithstanding the foregoing, to the
extent there is a Change of Control (as defined in the Change of Control Plan), for the purpose of
reducing the severance compensation and benefits payable under this Agreement, severance
compensation and benefits payable under the Plan shall not include any Retention Bonus (as defined
in the Change of Control Plan) paid or payable to the Executive pursuant to the terms of the Change
of Control Plan.



     18.     Indemnification. The Company shall, to the fullest extent to which it is
empowered to do so by the General Corporation Law of Delaware, or any other applicable laws, as
from time to time in effect, and in the manner therein provided, indemnify and hold harmless the
Executive, through the duration of the Employment Term and all statutory periods during which any
such claim may be brought or asserted, from and against any actual, threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative, investigative or
otherwise, to which the Executive is or is threatened to be made a party by reason of the fact that
he is or was a director, officer, employee or agent of the Company. The Executive will be further
covered by the indemnification and limitations on liability of officers and directors provided
under the Company’s Certificate of Incorporation and By-laws and any separate agreement between the
Company and the Executive and/or any officers and directors indemnification insurance policy now or
hereafter paid for by the Company.



     19.      Withholding of Taxes. The Company may withhold from any amounts payable under
this Agreement all federal, state, city or other taxes as the Company is required to withhold
pursuant to any law or government regulation or ruling.



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     20.     Successors and Binding Agreement.



            (a)     The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the business or assets
of the Company, by agreement in form and substance satisfactory to the Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent the Company
would be required to perform if no such succession had taken place. This Agreement will be binding
upon and inure to the benefit of the Company and any successor to the Company, including without
limitation any persons acquiring directly or indirectly all or substantially all of the business or
assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and
such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but
will not otherwise be assignable, transferable or delegable by the Company, except that the Company
may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned
Subsidiary.



            (b)     This Agreement will inure to the benefit of and be enforceable by the Executive’s personal
or legal representatives, executors, administrators, successors, heirs, distributees and legatees.



            (c)     This Agreement is personal in nature and neither of the parties hereto shall, without the
consent of the other, assign, transfer or delegate this Agreement or any rights or obligations
hereunder except as expressly provided in Sections 20(a) and 20(b). Without limiting the
generality or effect of the foregoing, the Executive’s right to receive payments hereunder will not
be assignable, transferable or delegable, whether by pledge, creation of a security interest, or
otherwise, other than by a transfer by the Executive’s will or by the laws of descent and
distribution and, in the event of any attempted assignment or transfer contrary to this Section
20(c), the Company shall have no liability to pay any amount so attempted to be assigned,
transferred or delegated.



     21.     Notices. For all purposes of this Agreement, all communications, including
without limitation notices, consents, requests or approvals, required or permitted to be given
hereunder will be in writing and will be deemed to have been duly given when hand delivered or
dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five (5)
business days after having been mailed by United States registered or certified mail, return
receipt requested, postage prepaid, or three (3) business days after having been sent by a
nationally recognized overnight courier service such as Federal Express or UPS, addressed to the
Company (to the attention of the Senior Vice President and General Counsel of the Company) at its
principal executive offices and to the Executive at his principal residence, or to such other
address as any party may have furnished to the other in writing and in accordance herewith, except
that notices of changes of address shall be effective only upon receipt.



     22.     Governing Law. The validity, interpretation, construction and performance of this
Agreement will be governed by and construed in accordance with the substantive laws of the
Commonwealth of Virginia, without giving effect to the principles of conflict of laws of such
Commonwealth.



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     23.     Validity/Severability. If any provision of this Agreement or the application of
any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise
illegal, the remainder of this Agreement and the application of such provision to any other person
or circumstances will not be affected, and the provision so held to be invalid, unenforceable or
otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it
enforceable, valid or legal. To the extent any provisions held to be invalid, unenforceable or
otherwise illegal cannot be reformed, such provisions are to be stricken herefrom and the remainder
of this Agreement will be binding on the parties and their successors and assigns as if such
invalid or illegal provisions were never included in this Agreement from the first instance.



     24.     Survival of Provisions. Notwithstanding any other provision of this Agreement,
the parties’ respective rights and obligations under Sections 10, 11, 12, 13, 14, 15, 16 and 18
will survive any termination or expiration of this Agreement or the termination of the Executive’s
employment for any reason whatsoever.



     25.     Representations.



            (a)     The Executive hereby represents that he is not subject to any restriction of any nature
whatsoever on his ability to enter into this Agreement or to perform his duties and
responsibilities hereunder, including, but not limited to, any covenant not to compete with any
former employer, any covenant not to disclose or use any non-public information acquired during the
course of any former employment or any covenant not to solicit any customer of any former employer.



            (b)     The Executive hereby represents that, except as he has disclosed in writing to the
Company, he is not bound by the terms of any agreement with any previous employer or other party to
refrain from using or disclosing any trade secret or confidential or proprietary information in the
course of the Executive’s employment with the Company or to refrain from competing, directly or
indirectly, with the business of such previous employer or any other party.



            (c)     The Executive further represents that, to the best of his knowledge, his performance of
all the terms of this Agreement and as an employee of the Company does not and will not breach any
agreement with another party, including without limitation any agreement to keep in confidence
proprietary information, knowledge or data the Executive acquired in confidence or in trust prior
to his employment with the Company, and that he will not knowingly disclose to the Company or
induce the Company to use any confidential or proprietary information or material belonging to any
previous employer or others.



     26.     Amendment; Waiver. This Agreement may not be modified, amended or waived in any
manner except by an instrument in writing signed by both parties hereto. No waiver by either party
hereto at any time of any breach by the other party hereto or compliance with any condition or
provision of this Agreement to be performed by such other party will be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent time.



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     27.     Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
agreement.



     28.     Headings. Unless otherwise noted, the headings of sections herein are included
solely for convenience of reference and shall not control the meaning or interpretation of any of
the provisions of this Agreement.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by an officer pursuant
to the authority of its Board, and the Executive has executed this Agreement, as of the day and
year first written above.


	 	 	 	 	 
	 	NEXTEL COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Timothy M. Donahue                                  
 	 
	 	Title: President and Chief Executive Officer 	 
	 	 	 	 
	 
	 	 	 
	 	                                                  /s/ William G. Arendt                                                  
 	 
	 	William G. Arendt 	 
	 	 	 
	 





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