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Exhibit 10.6.9




NEXTEL COMMUNICATIONS, INC.

2004/2005 LONG-TERM PERFORMANCE PLAN




This document sets forth the terms of the Long-Term Performance Plan (the
“Plan”) of Nextel Communications, Inc. (the “Company).



1. Overview and Effective Date



The Plan is intended to reward key members of the Company’s management for
achieving specific performance goals over a two-year period commencing January
1, 2004. The Plan offers Participants (as defined below) the opportunity to
receive a cash-based payment, or a combination of cash and stock-based payments
at the discretion of the Compensation Committee (the “Committee”) of the Board
of Directors (the “Board”), if the Company achieves certain objectives that are
deemed critical to the long-term success of the Company.



The Plan is effective as of January 1, 2004 (the “Effective Date”) and was
authorized by the Committee on October 3, 2003 (the “Approval Date”).



2. Plan Administration



The Plan, as it pertains to members of senior management as so determined by
the Committee and/or Board, shall be administered by the Committee and/or the
Board. The Committee’s and/or the Board’s powers and authority include, but
are not limited to (1) selecting individuals who are eligible to participate
(“Participants”), (2) determining target award opportunities for Participants,
(3) interpreting the Plan’s provisions, (4) approving final payments under the
Plan, and (5) administering the Plan in a manner that is consistent with its
purpose.



The Chief Executive Officer of the Company shall have the powers and authority
described in clause (1) and (2) above with respect to Participants below the
senior management level, as designated by the Committee and/or Board and in
accordance with the parameters established by the Committee and/or the Board.



The Committee and/or the Board may delegate certain administrative functions to
management, such as maintenance of Participant lists, periodic communication
with regard to performance against targets over time, and other functions as
determined by the Committee and/or the Board.



3. Performance Period



Performance will be measured over the two-year period from January 1, 2004 to
December 31, 2005 (the “Performance Period”). A special “Interim Payout” (see
Section 7 below) may occur based on performance with respect to the one-year
period from January 1, 2004 to December 31, 2004 (“Interim Performance
Period”).



There is no formal obligation or intent on the part of the Company or Committee
and/or the Board to commence a new performance period prior to, subsequent to,
or upon completion of the






 









 








Performance Period. Additional performance periods, if any, are to be
determined solely by the Committee and/or the Board.



4. Eligibility and Participation



Key members of the Company’s management team responsible for the design and
execution of the Company’s business strategy are eligible to participate in the
Plan. Participants who are members of senior management are recommended by the
Chief Executive Officer and approved by the Committee and/or Board.
Participants below the senior management level are recommended by members of
senior management and approved by the Chief Executive Officer in accordance
with the parameters established by the Committee and/or the Board.



Participants may be added after the Approval Date of the Plan as recommended by
the Chief Executive Officer and approved by the Committee and/or Board with
respect to members of senior management, and as recommended by senior
management and approved by the Chief Executive Officer with respect to
Participants below the senior management level in accordance with the
parameters established by the Committee and/or the Board.



Participants will receive a personalized letter from the Company indicating
their participation in the Plan and the Target Award Opportunity as set forth
in Section 5.



5. Target Award Opportunity



Each Participant will be assigned a “Target Award Opportunity” expressed as a
dollar amount at the beginning of the Performance Period. The Target Award
Opportunity will not be subject to adjustment during the Performance Period,
except in such circumstances determined by the Committee and/or the Board that
warrant such adjustment.



Both the Target Award Opportunity and any adjustment to the Target Award
Opportunity during the Performance Period will be determined by the Chief
Executive Officer and approved by the Committee and/or Board with respect to
members of senior management, and determined by members of senior management
and approved by the Chief Executive Officer for Participants below the senior
management level in accordance with the parameters established by the Committee
and/or the Board.



The amount of actual payment may be higher or lower than the Target Award
Opportunity based on actual performance versus the goals set forth for the
Performance Period.



6. Performance Goals and Award Determination



The percentage of the Target Award Opportunity earned by Participants will be
determined based on actual performance versus approved targets set at the
beginning of the Performance Period for the following two metrics:




	1.	 	Operating Cash Flow (“OCF”), which functions as the primary metric, and
	 
	2.	 	Net Adds (as defined below), which functions as a modifier to the primary
metric.




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Operating Cash Flow



OCF is defined as earnings before interest, taxes, depreciation, amortization
and any charges or income determined to be non-recurring or non-operational or
extraordinary in nature, such as restructuring and impairment charges, as
determined by the Committee and/or the Board. The OCF target, which excludes
such items that are deemed non-recurring or non-operational in nature, will be
determined by the Committee and/or Board for the Performance Period and the
Interim Performance Period. Based on this goal and actual OCF achievement
during the Performance Period, the following payout schedule will apply.
Linear interpolation will be used to calculate the payout for performance
between the points shown below.



	 	 	 	 	 
	 	 	Payout as a Percent of
	OCF as Percent	 	Target Award
	of Target
	 	Opportunity

	120%
	 	 	200	%
	110%
	 	 	150	%
	100%
	 	 	100	%
	Less than 100%
	 	 	0	%







Net Adds Multiplier



Net Adds will be a modifier to the primary metric. Net Adds for the Interim
Performance Period will be based on Net Adds for fiscal 2004, and Net Adds for
the Performance Period will be based on average Net Adds for each year in the
Performance Period (i.e., average of Net Adds for fiscal 2004 and fiscal 2005).



Net Adds is defined as gross subscriber unit sales minus deactivations, plus or
minus market transfers, as reported in the National Activity Report as Net
Adds. The Committee and/or the Board will determine the level of Net Adds
performance (i.e., Threshold, Above Threshold, and Target) that corresponds to
the following multiplier percentages:



	 	 	 	 	 
	2-year Average	 	 
	Net Adds
	 	Multiplier

	Target or Better
	 	 	100	%
	Above Threshold
	 	 	90	%
	Threshold
	 	 	80	%
	Less than Threshold
	 	 	0	%







Award Determination



At the end of the Performance Period, the amount of each Participant’s award
for performance during the two-year period will be calculated as follows:




	 	1.	 	Determine payout based on actual two-year OCF results as
indicated above,
	 
	 	2.	 	Apply “Net Adds” multiplier to the amount determined in Step
1 as indicated above, and




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	 	3.	 	Apply the results from Step 2 to the Target Award Opportunity
for each Participant to determine actual payouts.





The amount calculated using the above procedure determines the total amount to
be paid for the Performance Period. The Interim Payout, representing a portion
of the total amount calculated in this section, may be paid upon completion of
the Interim Performance Period if certain OCF and Net Adds goals are achieved
for this one-year period as set forth in Section 7.



If the Interim Payout is made, the total amount of the payout for performance
over the two-year Performance Period will be offset by the amount of the
Interim Payout. Thus, the total amount of the award determined for an
individual under the Plan may not exceed the amount calculated in Step 1
through Step 3 of this section. Any payout after the completion of the
Performance Period (net of the Interim Payout) shall be referred to herein as
the “True-Up Payout”.



7. Interim Payout



Each Participant is eligible to earn an Interim Payout equal to 25% of that
individual’s Target Award Opportunity after the Interim Performance Period if
certain OCF and Net Adds goals for that period as determined by the Committee
and/or the Board are achieved.



The Interim Payout, to the extent earned, may only be equal to 25% of the
Target Award Opportunity and is not subject to adjustment for OCF or Net Adds
results above the goals established by the Committee and/or Board for the
Interim Performance Period. Assuming that each of the required goals is
achieved, the Interim Payout will be made in accordance with the provisions as
outlined in the Plan.



8. Form of Payout and Timing



To be eligible to receive a payout under the Plan, a Participant must be in
active full-time employment on the date of payment as set forth in Section 9
below.



Interim Payout



If an Interim Payout is payable based on OCF and Net Adds results for the
Interim Performance Period, the Interim Payment will be paid in cash in
February 2005.



True-Up Payout



If a True-Up Payout is payable based on OCF and Net Adds results for the
Performance Period, the True-Up Payout will be paid as follows:




	•	 	50% of the True-Up Payout will be paid in cash in February 2006, and






	•	 	50% of the True-Up Payout will be delivered in the form of cash or
Deferred Shares, at the election of the Committee and/or the Board (the
“Restricted Payout”)




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Deferred Shares represent the right to receive Class A Common Stock at the end
of a specified deferral period, as defined in the Nextel Communications, Inc.
Amended and Restated Incentive Equity Plan (the “Incentive Equity Plan).
Deferred Shares shall be issued under and in accordance with the terms and
conditions of the Incentive Equity Plan.



If the Committee and/or Board elects to pay all or a portion of the Restricted
Payout in Deferred Shares, the number of Deferred Shares to be granted to each
Participant will be determined using the greater of the average daily closing
market price of a share of the Company’s common stock as quoted on the NASDAQ
National Market over the period beginning on and including February 28, 2006
and ending on and including March 20, 2006, or $20.00 per share.



The Deferred Shares will vest in equal installments on June 30, 2006 and
December 31, 2006. Pursuant to an election made by each Participant, receipt
of the Deferred Shares may be deferred past the vesting date. Any election
made by a Participant to defer for a period greater than the vesting date must
be made at least 6 months prior to the completion of the Performance Period.



If the Committee and/or Board elects to pay all or a portion of the Restricted
Payout in cash, such cash payment would be subject to an award value and
vesting period commensurate with that described above for the Deferred Shares.
If such cash payment is made, no interest shall be credited or appreciation in
value of the cash awards shall occur on such amounts during the vesting period.



Payouts will be subject to all applicable tax withholding requirements (e.g.,
federal, state, local, etc.).



9. Termination Provisions



Unless determined otherwise by the Committee and/or the Board, a Participant
will forfeit all unpaid amounts if not in active full-time employment with the
Company on the date of a cash payment or on a vesting date associated with any
payouts in Deferred Shares (or the cash equivalent as so determined by the
Committee and/or Board).



An exception to the above applies in the event of Death or Disability (both of
which as defined in the Nextel Communications, Inc. Change in Control Retention
Bonus and Severance Pay Plan) or Involuntary Termination without cause that
occurs after December 31, 2004. In such cases, accrued but unpaid amounts
shall be paid in accordance with the terms of payment applicable to other
Participants in the Plan in active full-time employment with the Company,
adjusted to reflect the portion of the Performance Period actually completed as
of the date of the Involuntary Termination without cause, Death or Disability.
The adjusted amount shall be determined by multiplying the True-Up Payout
applicable to such Participant (assuming continuous service through the end of
the Performance Period) by a fraction, the numerator of which shall equal the
actual whole and partial months worked during the Performance Period and the
denominator of which shall equal 24. The adjusted amount will be paid at the
times set forth in Section 8 unless determined otherwise by the Committee
and/or the Board.





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In the event of termination, for any reason, including involuntary termination
without cause, Death or Disability that occurs prior to December 31, 2004, all
rights to future payouts will be forfeited.



10. Pro-Rata Payments



Employees that become Participants in the Plan after the Approval Date (e.g.,
as a result of promotion, new hire, etc.) will be assigned a Target Award
Opportunity that reflects the portion of the Performance Period they are
anticipated to complete based on the date that individual becomes a
Participant. The Target Award Opportunity assigned to such a Participant shall
not be subject to additional pro-ration, except to the extent the Involuntary
Termination without cause, Death or Disability adjustment (as described above)
applies.



11. Change in Control



In the event of a Change in Control of the Company, an immediate pro-rata cash
payment will occur based on the number of full months completed in the
Performance Period, including credit for a full month for the month in which
the Change in Control occurs, and performance versus the goals for the portion
of the Performance Period completed at that date.



Change in Control shall be defined as in the Nextel Communications, Inc. Change
in Control Retention Bonus and Severance Pay Plan.



12. Amendments and Termination



The Committee and/or the Board reserve the right to amend or terminate the Plan
as it deems necessary and appropriate. However, no amendment or termination
may, in the absence of written consent by a Participant, adversely affect the
rights of such Participant as outlined in the Plan.



13. Other




	(a)	 	No individual rights—Neither the Plan nor any action taken hereunder
shall be construed as giving any Participant any right to continue to be
employed or to continue to provide services to the Company, any
subsidiary, or related entity. The right to terminate the employment of
or performance of services by any Participant at any time and for any
reason is specifically reserved to the Company.






	(b)	 	Binding arbitration—any dispute or disagreement regarding participation
and/or a Participant’s rights to payment of awards under the Plan shall be
settled solely by binding arbitration in accordance with the applicable
rules of the American Arbitration Association.






	(c)	 	Unfunded plan—the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. To the extent
any Participant holds any obligation of the Company hereunder by virtue of
an award granted under the Plan, such obligation shall constitute a
general unsecured liability of the Company and accordingly




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	 	 	shall not confer upon such person any right, title, or interest in any
assets of the Company.






	(d)	 	Non-benefit bearing—compensation received under the Plan and/or the
Target Award Opportunity shall not be considered for purposes of
determining benefits under any other plan or arrangement maintained by the
Company as of the Effective Date of the Plan or adopted subsequently,
unless such plan or arrangement specifically provides for inclusion of
amounts earned under the Plan.






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