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EXHIBIT 10.4




NEXTEL COMMUNICATIONS, INC.

Nonqualified Stock Option Agreement

(Nonaffiliate Director)




     WHEREAS, pursuant to the Nextel Communications, Inc. (the “Company”)
Amended and Restated Incentive Equity Plan, as in effect on the Date of Grant
(as defined below) (the “Plan”), the Company’s Board (as defined below) is
authorized to grant options to purchase shares of the Company’s Class A Common
Stock, par value $.001 per share (the “Common Stock”), to certain eligible
individuals;



     WHEREAS, each such grant is governed by and made subject to the terms and
conditions of the Plan, this Nonqualified Stock Option Agreement (this
“Agreement”) and one or more annexes in the form of Annex A attached hereto, as
executed from time to time to evidence the specific terms and conditions of
each such grant (“Annex A”);



     WHEREAS, the individual identified on Annex A (the “Optionee”) is a
“Nonaffiliate Director” (as defined below) of Nextel Communications, Inc. (the
“Company”) on the Date of Grant;



     WHEREAS, the execution of Annex A has been authorized by the appropriate
officers of the Company on the date of grant specified on Annex A (the “Date of
Grant”), to establish and evidence the principal terms and conditions
applicable to an option grant made to Optionee in accordance with authorization
of the Board; and



     WHEREAS, the option granted to Optionee, on the terms set forth herein, is
intended to be a nonqualified stock option and shall not be treated as an
“incentive stock option” within the meaning of that term under Section 422 of
the Internal Revenue Code of 1986, as amended.



     NOW, THEREFORE, pursuant to the Plan and subject to the terms and
conditions thereof, the terms and conditions hereinafter set forth, and the
terms and conditions specified on Annex A, the Company hereby grants to the
Optionee a nonqualified stock option (the “Option”) to purchase the number of
shares of the Common Stock set forth on Annex A, at an exercise price per share
of Common Stock established by reference to the price of a share of Common
Stock, as reported by the NASDAQ — National Market on the Date of Grant (the
“Exercise Price”), which Exercise Price is set forth on Annex A.



     1. Vesting of Option. (a) Unless terminated as hereinafter provided, the
Option shall become exercisable (or “vest”) as specified on Annex A.



     (b) Notwithstanding the provisions of Section 1(a) hereof, the Option
shall become immediately and fully exercisable if the Optionee (i) dies or
becomes permanently disabled, or (ii) ceases to be a Nonaffiliate Director of
the Company.



     (c) Notwithstanding the provisions of Section 1(a), the Board, in its sole
discretion, may cause the Option to become immediately and fully exercisable
under certain circumstances it deems appropriate. In the case of any grant
subsequent to July 14, 1999, unless expressly determined in a resolution duly
adopted by the Board on the Date of Grant or such later date on



 









 





which the Board may ratify such grant, the Option shall immediately become
fully exercisable upon the occurrence of a Change of Control of the Company;
provided, however, that the second sentence of this Section 1(c) shall be void
ab initio, and shall be of no force or effect, if it should be determined that
such provision would prevent a proposed merger or other business combination
that is intended by the parties thereto to be accounted for as a pooling of
interests from being so accounted for.




     As used in this Agreement,




     “Board” means the Board of Directors of the Company and, to the
extent of any delegation by the Board of Directors to a committee or
subcommittee thereof pursuant to Section 16(a) of the Plan, such
committee or subcommittee.




     “Change of Control” means the occurrence of any of the following events:



(A) the Company is merged or consolidated or reorganized
into or with another company or other legal entity, and as a
result of such merger, consolidation or reorganization less
than a majority of the combined voting power of the
then-outstanding securities of such resulting company or
entity immediately after such transaction is held directly
or indirectly in the aggregate by the holders of voting
securities of the Company immediately prior to such
transaction, including voting securities issuable upon the
exercise or conversion of options, warrants or other
securities or rights;



(B) the Company sells or otherwise transfers all or
substantially all of its assets to another company or other
legal entity, and as a result of such sale or other transfer
of assets, less than a majority of the combined voting power
or the then outstanding securities of such company or other
entity immediately after such sale or transfer is held
directly or indirectly in the aggregate by the holders of
voting securities of the Company immediately prior to such
sale or transfer, including voting securities issuable upon
exercise or conversion of options, warrants or other
securities or rights;



(C) a report is filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report), each as promulgated
pursuant to the Securities Exchange Act of 1934, as amended
( the “Exchange Act”), disclosing that any “person” (as that
term is used in Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act) has become the “beneficial owner” (as that
term is used in Rule 13d-3 promulgated under the Exchange
Act) of securities representing 50% or more of the voting
securities of the Company (or any successor thereto by
operation of law or by reason of the acquisition of all or
substantially all of the assets of the Company), including
voting securities issuable upon the exercise of options,
warrants or other securities or rights; or



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(D) the Company (or any successor thereto by operation of
law or by acquisition of all or substantially all of the
assets of the Company) files a report or proxy statement
pursuant to the Exchange Act disclosing in response to Form
8-K or Schedule 14A (or any successor schedule, form, report
or item therein) that a change in control of the Company (or
such successor) has occurred;



provided, however, notwithstanding the provisions of (C) and (D) above, a
“Change of Control” shall not be deemed to have occurred solely because
(1) the Company, (2) an entity in which the Company directly or
indirectly beneficially owns 50% or more of the voting securities or (3)
any Company-sponsored employee stock ownership plan or other employee
benefit plan of the Company, either files or becomes obligated to file a
report or proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor form, report, schedule
or item therein) under the Exchange Act, disclosing beneficial ownership
by it of voting securities, whether in excess of 50% or otherwise, or
because the Company reports that a change of control of the Company has
or may have occurred or will or may occur in the future by reason of such
beneficial ownership.




     “Nonaffiliate Director” means a person who (i) is serving (or who
has been elected or appointed and has agreed to serve) as a member of the
Board, (ii) is not an officer or employee of the Company or any
Subsidiary or a beneficial owner of 10 percent or more of the outstanding
shares of Common Stock, and (iii) was not elected or appointed as a
member of the Board pursuant to or in connection with any contractual or
other commitment on the part of the Company to cause such person to be
elected or appointed, or to nominate or otherwise advance such person for
election or appointment, as a member of the Board.



     (d) To the extent that the Option shall have become exercisable in
accordance with the terms of this Section 1, it may be exercised in whole or in
part from time to time thereafter.



     2. Termination of Option. Except as otherwise provided in the Plan, the
Option shall terminate automatically and without further notice on the earliest
of the following dates:



(a) thirty days after the date on which the Optionee ceases to be a
Nonaffiliate Director for any reason other than death or permanent;



(b) one year after the date on which the Optionee ceases to be a
Nonaffiliate Director by reason of death or permanent disability; or



(c) ten years after the Date of Grant;



provided, however, if the Optionee commits an act that the Board determines to
have been intentionally committed and detrimental to the interests of the
Company, the Option shall terminate on the date of that determination
notwithstanding any of the foregoing provisions of this Section 2.




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     3. Payment of Exercise Price and Tax Withholding. The Exercise Price and
any required Tax Withholding (see Section 7) shall be payable (a) in cash in
the form of currency or check or other cash equivalent acceptable to the
Company, (b) for only the Exercise Price, by actual or constructive transfer to
the Company of nonforfeitable, nonrestricted shares of Common Stock that have
been owned by the Optionee for at least six months prior to the date of
exercise or (c) by any combination of the methods of payment described in
Sections 3(a) and 3(b) hereof. Nonforfeitable, nonrestricted shares of Common
Stock that are transferred by the Optionee in payment of all or any part of the
Exercise Price shall be valued on the basis of their fair market value as
determined by the Board from time to time. The requirement of payment in cash
shall be deemed satisfied if the Optionee makes arrangements that are
satisfactory to the Company with a broker that is a member of the National
Association of Securities Dealers, Inc. to sell a sufficient number of the
shares of Common Stock, which are being purchased pursuant to the exercise, so
that the net proceeds of the sale transaction will at least equal the amount of
the aggregate Exercise Price and Tax Withholding and pursuant to which the
broker undertakes to deliver to the Company the amount of the aggregate
Exercise Price and Tax Withholding not later than the date on which the sale
transaction will settle in the ordinary course of business.



     4. Compliance with Law. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws; provided,
however, notwithstanding any other provision of this Agreement, the Option
shall not be exercisable if the exercise thereof would result in a violation of
any such law.



     5. Transferability and Exercisability. Neither the Option nor any
interest therein may be transferred by the Optionee except by will or the laws
of descent and distribution or as otherwise permitted by the Plan, and except
as otherwise permitted by the Plan, the Option may not be exercised during the
lifetime of the Optionee except by the Optionee or, in the event of his legal
incapacity, by his guardian or legal representative acting on behalf of the
Optionee in a fiduciary capacity under state law and court supervision.



     6. Adjustments. The Board shall make any adjustments in the Exercise
Price and the number or kind of shares of stock or other securities covered by
the Option that the Board may determine to be equitably required in order to
prevent any dilution or expansion of the Optionee’s rights under this Agreement
that otherwise would result from any (a) stock dividend, stock split,
combination of shares, recapitalization or other change in the capital
structure of the Company, (b) merger, consolidation, separation, reorganization
or partial or complete liquidation involving the Company or (c) other
transaction or event having an effect similar to any of those referred to in
Sections 6(a) and 6(b) hereof. Furthermore, in the event that any transaction
or event described or referred to in the immediately preceding sentence shall
occur, the Board may provide in substitution of any or all of the Optionee’s
rights under this Agreement such alternative consideration as the Board may in
good faith determine to be equitable under the circumstances.



     7. Withholding Taxes. If the Company shall be required to withhold any
federal, state, local or foreign tax (“Tax Withholding”) in connection with any
exercise of the Option, the Optionee shall pay the tax or make provisions that
are satisfactory to the Company for the payment thereof concurrent with the
payment of the Exercise Price.



     8. Right to Remove from Board. No provision of this Agreement shall limit
in any way whatsoever any right that the holders of shares of Common Stock of
the Company have under



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Delaware General Corporation Law to remove the Nonaffiliate Director in
accordance with the provisions thereof.




     9. Intentionally Omitted.



     10. Amendments. Any amendment to the Plan effected after February 15,
2001 shall be deemed to be an amendment to this Agreement to the extent that
the amendment is applicable hereto; provided, however, that no such amendment
shall adversely affect the rights of the Optionee with respect to each Option
having a Date of Grant that is prior to the date of such amendment without the
Optionee’s consent.



     11. Severability. In the event that one or more of the provisions of this
Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof shall continue
to be valid and fully enforceable.



     12. Governing Law. This Agreement is made under, and shall be construed
in accordance with, the laws of the State of Delaware.



     13. Capitalized Terms. Capitalized terms that are used but not defined
herein are used herein as defined in the Plan.



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ANNEX A

To

Nonqualified Stock Option Agreement

(Nonaffiliate Director)




This Annex A and the Option granted hereunder are governed by, executed
pursuant to, and made a part of, the Nonqualified Stock Option Agreement (the
“Agreement”) in effect on the Date of Grant (as set forth below). All of the
terms and conditions of the Agreement are incorporated herein by reference.
Capitalized terms that are used but not defined herein are used herein as
defined in the Agreement.




	 	 	 
	Optionee’s Name:

	

	 
	 	 
	Optionee’s SSN:

	

	 
	 	 
	Date of Grant:

	

	 
	 	 
	Number of Shares:

	

	 
	 	 
	Exercise Price:

	$	 
	 
	 	

	 
	 	 
	Vesting Schedule:

	

	 
	 	 
	Other Special Provisions:

	








	 	 	 	 	 
	 	 	NEXTEL COMMUNICATIONS, INC.
	 
	 	 	 	 
	

	 	By:
	 	

	

	 	 	 	Christie A. Hill
	

	 	 	 	Corporate Secretary







     The undersigned Optionee hereby acknowledges receipt of an executed
original of this Annex A and accepts the Option granted hereunder, subject to
the terms and conditions of the Plan (as defined in the Agreement), the
Agreement, and this Annex A.



	 	 	 	 	 
	 	 	

	 	 	[Optionee Name]
	

	 	Date:
	 	









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