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EXHIBIT 10.1




NEXTEL COMMUNICATIONS, INC.




Deferred Shares Agreement

(Employee)




     WHEREAS,
           (the “Grantee”) is an employee of Nextel
Communications, Inc. (the “Company”) or one of its Subsidiaries; and



     WHEREAS, the execution of a deferred shares agreement in the favor of the
Grantee in the form hereof has been authorized by a resolution of the
Compensation Committee (the “Committee”) of the Board of Directors of the
Company that was duly adopted effective as of           (the “Date of
Grant”);



     NOW, THEREFORE, pursuant to the Company’s Amended and Restated Incentive
Equity Plan (the “Plan”) and subject to the terms and conditions thereof and
the terms and conditions hereinafter set forth, the Company hereby grants to
the Grantee the right to receive           shares (the “Deferred Shares”) of
the Company’s Class A Common Stock, par value $.001 per share.



     1. Vesting of Deferred Shares. (a) Subject to the terms and conditions of
Sections 1(b) and 2 hereof, the Grantee’s right to receive the Deferred Shares
shall vest and become non-forfeitable in equal one-half installments
on           and           , respectively (each such date being referred to
hereinafter as a “Deferred Vesting Date” and the period from the Date of Grant
to           being hereinafter referred to as the “Deferral Period”)



          Notwithstanding the foregoing, if Grantee is subject to the policies of
the Company permitting transactions in equity securities of the Company to be
effected only during designated “window periods”, or if Grantee is otherwise
subject to a “trading ban” or similar restrictions that would prevent resales
of the Deferred Shares on the relevant Deferred Vesting Date, then unless the
Grantee otherwise advises the Company in writing, the “Deferred Vesting Date”
for the relevant installment(s) of Deferred Shares shall be (in lieu of the
date(s) specified above) the first date following the relevant date(s)
specified above on which such Grantee would be permitted to effect resales of
Deferred Shares in compliance with applicable Company policies and/or law (as
appropriate).



     (b) Notwithstanding the provisions of Section 1(a) hereof, if the Grantee
ceases to be employed by the Company or a Subsidiary (and otherwise ceases to
continue to qualify as a Participant under and for purposes of the Plan) prior
to the end of the Deferral Period (other than as a result of his or her death
or disability) the Committee may in its sole discretion under such
circumstances determine that the Grantee’s right to receive all or any portion
of the Deferred Shares shall become vested and non-forfeitable as of such
termination date.



          Notwithstanding the provisions of Section 1(a) hereof, if the Grantee dies
or becomes permanently disabled prior to the end of the Deferral Period, the
Committee in its sole discretion may under such circumstances determine that
all of the Deferred Shares shall become vested and non-forfeitable as of the
day immediately preceding the date on which the Grantee’s employment by the
Company or any of its Subsidiaries terminated by reason of his or her death or
permanent disability.



     (c) Forfeiture of Deferred Shares. Except as provided in Section 1(b)
hereof, the Grantee’s Right to receive any Deferred Shares that have not
previously become vested and non-forfeitable shall be forfeited automatically
and without further notice on the date that the Grantee ceases to be an
employee of the Company or any of its Subsidiaries (and otherwise ceases to
continue to qualify as a Participant under and for purposes of the Plan) prior
to the end of the Deferral



 









 




Period for any reason; provided, however, that the Committee may in its sole
discretion under such circumstances determine that the Grantee’s right to
receive all or any portion of the Deferred Shares shall become vested and
non-forfeitable as of such termination date.




     (d) Notwithstanding any other provision of this agreement, in the event
that the Grantee commits an act that the Committee determines to have been
intentionally committed and to be materially adverse to the interests of the
Company or a Subsidiary, the Grantee’s right to receive those of the Deferred
Shares that have not previously become vested and non-forfeitable shall be
forfeited automatically and without further notice at the time of that
determination.



     2. Issuance of Deferred Shares. Subject to the terms and conditions of
Section 4 hereof, the Deferred Shares shall be issuable to the Grantee at the
time and to the extent that they become vested and non-forfeitable in
accordance with Section 1 hereof.



     3. Compliance with Law. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws in connection with
the issuance of the Deferred Shares to Grantee as contemplated herein;
provided, however, that notwithstanding any other provision of this agreement,
the Company shall not be obligated to issue any Deferred Shares hereunder if
the issuance thereof would result in a violation of any such law.



     4. Transferability. The Grantee’s right to receive the Deferred Shares
shall not be transferable by the Grantee except by will or the laws of descent
and distribution, or as otherwise contemplated by, and in compliance with the
applicable provisions of, the Plan.



     5. Anti-Dilution/Anti-Expansion Adjustments. In the event of any change
in the capital structure of the Company as a result of any stock dividend,
stock split, recapitalization, reclassification, merger, consolidation,
combination or exchange of shares or other similar corporate transaction or
event, the Committee may in its sole discretion make such adjustments in the
number of Deferred Shares granted hereunder as it may in good faith deem
necessary in order to prevent the dilution or expansion of the rights of the
Grantee hereunder, and any and all such adjustments that may be made by the
Committee shall be final and binding.



     6. Withholding Taxes. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any issuance
or transfer hereunder of Deferred Shares to the Grantee or his or her estate,
as the case may be, it shall be a condition to such issuance or transfer that
the Grantee or his or her estate pay, or make arrangements satisfactory to the
Company for the payment of, the balance of any such taxes. The Grantee may
elect to satisfy all or any part of the balance of any withholding taxes by
surrendering to the Company a portion of the vested and non-forfeitable
Deferred Shares issued or transferred to the Grantee hereunder. Any Deferred
Shares so surrendered by the Grantee shall be credited against the balance of
any withholding taxes at the Market Value per Share (as defined in the Plan) of
such Deferred Shares on the date of such surrender. If Grantee has not
surrendered to the Company cash in an amount sufficient to pay any applicable
withholding taxes by the applicable Deferred Vesting Date, the Company shall
retain a portion of the vested and non-forfeitable Deferred Shares otherwise
deliverable to the Grantee on the Deferred Vesting Date for payment of such
withholding taxes.



     7. Continuation of Employment. Neither this agreement nor any action
taken hereunder shall be construed as giving the Grantee any right to continued
employment with the Company or any Subsidiary, nor shall this agreement or any
action taken hereunder be construed as entitling the Company or any Subsidiary
to



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the services of the Grantee for any period of time. For the purposes of this
agreement, the continuous employment of the Grantee with the Company or a
Subsidiary shall not be deemed interrupted, and the Grantee shall not be deemed
to have ceased to be employed by the Company or a Subsidiary, by reason of the
transfer of his employment among the Company and its Subsidiaries.




     8. Amendments. Any amendment to the Plan shall be deemed to be an
amendment to this agreement to the extent that the amendment is applicable
hereto; provided, however; that no amendment shall adversely affect the rights
of the Grantee hereunder without the Grantee’s consent.



     9. 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.



     10. Governing Law. This agreement is made in, and shall be construed in
accordance with, the laws of the State of Delaware.



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



     This agreement is executed by the Company on this       day of           ,          .



	 	 	 
	 

	 	NEXTEL COMMUNICATIONS, INC.
	 
	 	 
	

	 	

	

	 	Christie Hill
	

	 	Corporate Secretary







     The undersigned Grantee hereby acknowledges receipt of an executed
original of this agreement and accepts the right to receive the Deferred
Shares, subject to the terms and conditions of the Plan and the terms and
conditions hereinabove set forth.



                                                                            

Grantee



Date:                                                          




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