exv10w1



 






Exhibit 10.1




NEXTEL COMMUNICATIONS, INC.




[FORM OF] Deferred Shares Agreement — Recognition Award




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



     WHEREAS, the Grantee is a key employee of the Company and has made and is expected to continue
to make major contributions to the short- and long-term profitability, growth and financial
strength of the Company including, among other things, through significant and ongoing
contributions in connection with the Company’s efforts in the proceedings before the Federal
Communications Commission (the “FCC”) relating to the elimination of interference in the 800 MHz
spectrum band and the Company’s performance of its significant obligations under the Report and
Order issued by the FCC in those proceedings and in connection with the proposed combination of the
Company and Sprint Corporation as described below;



     WHEREAS, the Company and the Grantee are parties to an employment agreement dated April 1,
2004 (the “Employment Agreement”);



     WHEREAS, on December 15, 2004, the Company, Sprint Corporation (“Sprint”) and S-N Merger
Corp., a wholly owned subsidiary of Sprint, entered into an Agreement and Plan of Merger (the
“Merger Agreement”) pursuant to which the Company will merge with and into S-N Merger Corp. (the
“Merger”); and



     WHEREAS, the execution of a deferred shares agreement in the favor of the Grantee in the form
hereof (the “Agreement”) 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
February 24, 2005 (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
and 2 hereof, (i) the Grantee’s right to receive the Deferred Shares shall vest and become
non-forfeitable on the second anniversary of the Effective Time (as defined in the Merger
Agreement) of the Merger (a “Deferred Vesting Date”), or (ii) if the Merger is abandoned or is not
consummated prior to the first anniversary of the Date of Grant, the Grantee’s right to receive the
Deferred Shares shall vest and become non-forfeitable in equal one-third installments on each of
the second, third and fourth anniversaries of the Date of Grant (each such anniversary date being
referred to hereinafter as a “Deferred Vesting Date” and the vesting period specified in Section
1(a)(i) or (ii) is hereinafter referred to as the “Deferral Period”).



 









 





     (b) 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).



     (c) Notwithstanding the provisions of Section 1(a) hereof, if prior to the end of the Deferral
Period: (i) the Grantee’s employment is terminated by the Company or a Subsidiary without Cause (as
defined in the Employment Agreement) or (ii) the Grantee dies or becomes Disabled (as defined in
the Employment Agreement), 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 or Change of Control, as the
case may be. Anything in this Agreement or the Plan to the contrary notwithstanding, for purposes
of this Agreement, the Merger shall not constitute a Change of Control.



     (d) Notwithstanding the provisions of Section 1(a) hereof, 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, in the event the Merger is abandoned or not consummated and there is a
subsequent Change of Control, if the Grantee is recognized by the Company as a regular full time
employee who is subject to U. S. income tax withholding, upon termination of the Grantee’s
employment by the Grantee for Good Reason during the Accelerated Vesting Period, 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. For purposes of this Agreement, “Accelerated Vesting Period” means
the period beginning on the effective date of a Change of Control (other than the Merger) and
ending on the second anniversary of such effective date.



     (e) Forfeiture of Deferred Shares. Except as provided in Section 1(c) and 1(d)
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 prior to the end of
the Deferral Period for any reason not otherwise set forth in Section 1(c) or 1(d) hereof;
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.



     (f) 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-









 





     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.



     (a) 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.



     (b) This Agreement is intended to comply with Section 409A of the Code and shall be construed
and interpreted in accordance with such intent. To the extent that the Deferred Shares are subject
to Section 409A of the Code, they shall be granted and issued in a manner that will comply with
Section 409A of the Code, including proposed, temporary or final regulations or any other guidance
issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto (the
“Guidance”). Any provision of this Agreement that would cause the grant and/or issuance of the
Deferred Shares to fail to satisfy Section 409A of the Code shall have no force and effect until
amended to comply with Code Section 409A (which amendment may be retroactive to the extent
permitted by the Guidance).



     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



-3-









 




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 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.



-4-









 





     This agreement is executed by the Company on this ___day of ___, 2005.



NEXTEL COMMUNICATIONS, INC.



___________________________



Its: ___________________________



     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: ______________________________




-5-