**Exhibit 10.2**
**SEPARATION AND NON-COMPETITION AGREEMENT**
     THIS SEPARATION AND NON-COMPETITION AGREEMENT (the “Agreement”) is madeand entered on the 19th day of September 2002, by and between NextelCommunications, Inc. a Delaware corporation (the “Company,” a term which inthis Agreement includes its predecessors, parents, subsidiaries, divisions,related or affiliated companies, officers, directors, stockholders, members,employees, heirs, successors, assigns, representatives, agents and counsel,unless the context requires otherwise), and JAMES F. MOONEY (“Executive”).This Agreement is effective on the date hereof for purposes of Section 1, andfor all other purposes as of the Effective Date, as defined in Section 7(b) ofthe Release, attached hereto as Exhibit F.
WITNESSETH:
     WHEREAS, Executive is an employee of the Company and serves the Company asits Executive Vice President and Chief Operating Officer; and
     WHEREAS, pursuant to the Company’s Amended and Restated Incentive EquityPlan (the “Incentive Equity Plan”), the Company has granted options toExecutive as set forth on and attached hereto as Exhibit A and each such grantis governed and made subject to the terms and conditions of the IncentiveEquity Plan and the form of Nonqualified Stock Option Agreement; and
     WHEREAS, the Company and Executive are parties to a ConfidentialityAgreement, dated April 16, 2001 (the “Confidentiality Agreement”, attachedhereto as Exhibit B), a Deferred Shares Agreement, dated as of April 16, 2001(the “First Deferred Shares Agreement”, attached hereto as Exhibit C), and aDeferred Shares Agreement, dated February 13, 2002 (the “Second Deferred SharesAgreement”, attached hereto as Exhibit D, and together with the First DeferredShares Agreement, the “Deferred Shares Agreements”); and
     WHEREAS, the Company and Executive are parties to a Loan Agreement, datedas of April 27, 2001 (the “Loan Agreement”, attached hereto as Exhibit E); and
     WHEREAS, the Company and Executive agree that his employment willterminate effective on the Separation Date (as defined in Section 1 below); and
     WHEREAS, the Company and Executive desire to make provision for thepayments and benefits that Executive will be entitled to receive from theCompany in consideration for Executive’s obligations and actions under thisAgreement and in connection with such termination; and
     WHEREAS, the Company and Executive wish to resolve certain matters, claimsand issues between them arising from or relating to Executive’s service andemployment with the Company, including termination thereof; and
     WHEREAS, the Company wants to ensure that Executive will protectConfidential Information (as defined in the Confidentiality Agreement) and willnot use Executive’s knowledge and experience during the Non-Compete Period (asdefined below) to
 

 

compete with the Company or solicit or employ any current employee,officer or agent of the Company (as set forth herein); and
     NOW, THEREFORE, in consideration of the premises and the promises andagreements contained herein and other good and valuable consideration, thesufficiency and receipt of which are hereby acknowledged, and intending to belegally bound, the Company and Executive agree as follows:
     1.     Termination. The Company and Executive hereby agree that effective onSeptember 30, 2002 (the “Separation Date”), Executive’s employment with theCompany as its Executive Vice President and Chief Operating Officer willterminate. Effective on the date hereof, Executive resigns from all officesand directorships of the Company and each of its subsidiaries and affiliates,and resigns from each fiduciary position that Executive holds at the request ofthe Company. Subject to Section 601 of the Employee Retirement Income SecurityAct of 1974, as amended (“ERISA”) et seq. (“COBRA”), 29 U.S.C. §1161 et seq.,and the terms of any employee benefit plan of the Company, Executive’s activeparticipation in employee benefit plans shall cease effective on the SeparationDate.
     2.     Compensation and Certain Benefits Matters. In consideration of thepromises of Executive in this Agreement, including without limitation Section 3and Section 4 hereof, subject to the condition that Executive provides acomplete release (as set forth in the Release, attached hereto as Exhibit F)from all claims against the Company, including all claims for age and otherdiscrimination and subject to the provisions of Section 12:
          (a)  Cash Severance Payments and Benefits. The Company shall pay Executivein full satisfaction of his rights and any benefits he might be entitled tounder the Company’s Severance Benefits Plan (i) the sum of Five Hundred FiftyThousand Dollars ($550,000) payable in a lump sum on the Effective Date; and(ii) in lieu of any annual bonus that Executive would have been eligible forunder the 2002 Bonus Plan, the sum of Seven Hundred Eight Thousand SevenHundred Fifty Dollars ($708,750) payable in a lump sum on the Effective Date;provided, however, that pursuant to Sections 1.4 and 3.2 of the Loan Agreement,such amounts shall be applied to repay outstanding principal under any TaxWithholding Loans (as defined in Section 1.4 of the Loan Agreement) and theamount provided in (ii) shall be further reduced as provided in Section 3.2 ofthe Loan Agreement ((i) and (ii) are collectively, the “Cash SeverancePayment”).
          (b)  Stock Options. To the extent not already vested on the SeparationDate, all currently unvested stock options granted to Executive under theOption Agreements shall terminate automatically and without further notice.All currently vested stock options shall, in accordance with their terms,remain outstanding and exercisable for 30 days following the Separation Date(the “Exercise Period”) and shall terminate automatically and without furthernotice following such Exercise Period.
          (c)  Deferred Shares. To the extent not already vested and non-forfeitableon the Separation Date, all currently unvested deferred shares granted toExecutive under the Deferred Shares Agreements shall, in accordance with theirterms, be forfeited automatically and without further notice.
 

 

          (d)  Loan Agreement. Effective on the Separation Date, the Company shallimmediately forgive the entire remaining Two Million Dollars ($2,000,000)balance of the Original Loan Amount (as defined in Section 1.1 of the LoanAgreement) pursuant to the terms of Section 2.2 of the Loan Agreement. Underthe terms of the Loan Agreement, Executive agrees to pay any tax imposed onExecutive under federal, state, or local or other laws in connection with theforgiveness of the Original Loan Amount and any Forgiven Amount(s) or ForegoneInterest Compensation (as defined in Section 3.1(a) of the Loan Agreement). Tothe extent that the Company is required to withhold federal, state, local orother taxes in connection with the forgiveness of such Original Loan Amount,and the amounts available to the Company for such withholding are insufficient,it shall be a condition to the receipt of the Cash Severance Payment and theNon-Compete Payment to Executive that Executive make arrangements satisfactoryto the Company for payment of the balance of such taxes required to bewithheld.
          (e)  Reimbursement of Business and Relocation Expenses. The Company shallreimburse Executive for all reasonable (i) business expenses incurred prior tothe Separation Date and (ii) expenses incurred in relocating from Virginia,which shall include moving and travel expenses in an amount not to exceed TenThousand Dollars ($10,000) and the final month’s rent at Executive’s place ofresidence in Virginia, all in accordance with the Company’s policies.
     3.     Non-Competition; Non-Solicitation and Certain Actions. Inconsideration of the promises of Executive in this Section 3, the Company shallpay Executive the sum of One Million Two Hundred Eighty-Six Thousand TwoHundred Fifty Dollars ($1,286,250) (the “Non-Compete Payment”) of which (i)one-half of the Non-Compete Payment (Six Hundred Forty-Three Thousand OneHundred Twenty-Five Dollars ($643,125)) shall be paid on the Effective Date;(ii) one-quarter of the Non-Compete Payment (Three Hundred Twenty-One ThousandFive Hundred Sixty-Two Dollars and Fifty Cents ($321,562.50)) shall be paid onMarch 31, 2003; and (iii) the remaining one-quarter of the Non-Compete Payment(Three Hundred Twenty-One Thousand Five Hundred Sixty-Two Dollars and FiftyCents ($321,562.50)) shall be paid on March 31, 2004.
          (a)  Executive agrees that during his employment with the Company he wasprivy to and assisted in creating trade secrets and confidential informationregarding the business of the Company, which provides the Company with acompetitive advantage. Executive agrees that due to his senior executivestatus at the Company and his valuable and unique talents, he had access to andthe right to control a broad range of Confidential Information that wouldrender it inevitable that his involvement in a Competing Business (as definedin Section 3(c) below) would require that he use or disclose such ConfidentialInformation in the performance of his duties and would provide an unfairadvantage to the Competing Business.
          (b)  Executive agrees that for a period commencing on the Separation Datethrough the second anniversary of the Separation Date (the “Non-CompetePeriod”), within the United States, he shall not directly or indirectly, do orsuffer any of the following:
      (i) Own, manage, control or participate in the ownership,management, or control of, or be employed or engaged by or otherwiseaffiliated or
 

 

 associated as a consultant, independent contractor, director orotherwise with, any other corporation, partnership, proprietorship, firm,association, or other business entity (collectively, an “Enterprise”), orotherwise engage in any Competing Business (as described in Section3(c)), which is in competition with the Company’s business; provided,however, that the ownership of not more than one percent (1%) of anyclass of publicly traded securities of any Enterprise shall not be deemeda violation of this Agreement.
      (ii) employ, assist in employing, or otherwise associate in businesswith any person who presently or at the Separation Date is an employee,officer or agent of the Company, or any of its affiliated, related orsubsidiary entities; or       (iii) directly or indirectly induce any person who is an employee,officer or agent of the Company, or any of its affiliated, related orsubsidiary entities to terminate such relationship.
          (c)  For purposes of this Agreement, Competing Business shall mean anyEnterprise in the United States that is (i) in the business of providingwireless local area network (e.g., “802.11” or “Wi-Fi” wireless services) or(ii) 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). Competing Business shall not include information technology companieswhose principal business is data processing products and services.
          (d)  In the event Executive violates any provision of this Section 3 to theextent that there is a specific time period during which Executive isprohibited from taking certain actions or from engaging in certain activities,as set forth in such provision, then, in such event, such violation will tollthe running of such time period from the date of such violation until suchviolation ceases.
          (e)  Executive has carefully considered the nature and extent of therestrictions upon him and the rights and remedies conferred upon the Companyunder this Section 3 and this Agreement, and hereby acknowledges and agreesthat the same are reasonably required to protect the legitimate interests ofthe Company and do not confer a benefit upon the Company disproportionate tothe detriment to Executive.
     4.     Confidential Information; Statements to Third Parties.
          (a)  Executive acknowledges that he remains subject to the ConfidentialityAgreement. Executive agrees that notwithstanding anything in theConfidentiality Agreement to the contrary, Section 1.2 (“Nondisclosure”) of theConfidentiality Agreement shall be in effect on a permanent basis. Executivefurther acknowledges and agrees that the Confidential Information of theCompany gained by Executive during Executive’s association with the Company wasor will be developed by and/or for the Company through substantial expenditureof time, effort and money and constitutes valuable and unique property of theCompany.
          (b)  Executive agrees that commencing on the Separation Date he willcontinue to keep in strict confidence, and will not, directly or indirectly, atany time, disclose, furnish, disseminate, make available, use or suffer to beused in any manner any Confidential
 

 

Information of the Company without limitation as to when or how Executivemay have acquired such Confidential Information. Executive specificallyacknowledges that Confidential Information includes any and all technical andresearch data, confidential business data and other information, whetherreduced to writing (or in a form from which information can be obtained,translated, or derived into reasonably usable form), or maintained in the mindor memory of Executive and whether compiled or created by the Company, whichderives independent economic value from not being readily known to orascertainable by proper means by others who can obtain economic value from thedisclosure or use of such information, that reasonable efforts have been putforth by the Company to maintain the secrecy of Confidential Information, thatsuch Confidential Information is and will remain the sole property of theCompany, and that any retention or use by Executive of Confidential Informationafter the termination of Executive’s services for the Company will constitute amisappropriation of the Company’s Confidential Information.
          (c)  Executive expressly covenants and agrees that he shall not at anytime, whether prior to or after the Separation Date, directly or indirectly, onany basis for any reason, use or permit third parties within his control orauthority or under his supervision the use of any trade secrets, ConfidentialInformation or proprietary information of, or relating to, the Company, or anyaffiliate of the Company, including, without limitation, data and otherinformation relating to any of the Company’s processes, apparatus, products,software, packages, programs, trends in research, product developmenttechniques or plans, research and development programs and plans or any worksand all secrets, customer lists, lists of employees, sales representatives andtheir territories, mailing lists, details of consultant contracts, pricingpolicies, operational methods, marketing plans or strategies, businessacquisition plans, new personnel acquisition plans, designs and design projectsand other confidential business affairs concerning the Company, in connectionwith any activity or business, whether for his own account or otherwise, andwill not divulge such trade secrets, Confidential Information or proprietaryinformation to any person, firm, corporation or other entity whatsoever.
          (d)  Executive shall not be prohibited from divulging information deemed tobe trade secret or confidential or proprietary information of the Company if:(i) the specific item of information becomes generally available to the publicwithout violation of this Agreement, the Confidentiality Agreement or any otherconfidentiality agreement to which Executive is a party, or (ii) if suchdisclosure is compelled by law, in which event Executive agrees to give theCompany prior written notice of any disclosure to be made pursuant to thissubsection (ii), and Executive, at the Company’s expense, shall cooperate fullywith the Company to obtain protective orders, confidential treatment or othersuch protective action as may be available to preserve the confidentiality ofthe information required to be disclosed.
          (e)  Executive further agrees that Executive will return (to the extentExecutive has not already returned), on or before the Separation Date, in goodcondition, all tangible things and other property of the Company, including,without limitation, (i) confidential memoranda, notes, notebooks, drawings,lists (including, without limitation, mailing and customer lists), records andother confidential documents, property, documents and/or all other materials(including copies, reproductions, summaries and/or analyses) which constitute,refer or relate to Confidential Information of the Company, (ii) keys to theCompany property, (iii) files, (iv) computer programs and files, and (v)blueprints or other drawings.
 

 

          (f)  Executive further acknowledges and agrees that Executive’s obligationof confidentiality will survive, regardless of any other breach of thisAgreement or any other agreement, by any party hereto, until and unless suchConfidential Information of the Company has become, through no fault ofExecutive, generally known to the public or Executive is required by law (afterproviding the Company with notice and opportunity to contest such requirement)to make disclosure. Executive’s obligations under this Section 4 are inaddition to, and not in limitation or preemption of, all other obligations ofconfidentiality which Executive may have to the Company under theConfidentiality Agreement, the Company’s policies, general legal or equitableprinciples or statutes and which will remain in full force and effect followingthe Separation Date.
          (g)  (1) Executive shall not, directly or indirectly, make or cause to bemade any statements to any third parties criticizing or disparaging the Companyor commenting on the character or business reputation of the Company.Executive further hereby agrees that, without the prior written consent of theBoard of Directors of the Company, unless otherwise required by law, Executiveshall not (x) publicly comment in a manner adverse to the Company concerningthe status, plans or prospects of the business of the Company or (y) publiclycomment in a manner adverse to the Company concerning the status, plans orprospects of any existing, threatened or potential claims or litigationinvolving the Company; and (2) the Company shall comply with its policiesregarding public statements with respect to Executive and shall use its bestefforts to cause its directors, officers and employees to not directly make orcause to be made any statements to any third parties that disparage Executive.
     5.     Disclosure. Executive, for a period commencing on the date of thisAgreement through the end of the Non-Compete Period, agrees to communicate thecontents of Executive’s obligations under Sections 3, 4, 5 and 7 of thisAgreement to any business entity which Executive intends to be employed by,associated in business with, or represent.
     6.     Breach.
          (a)  If Executive is in breach of this Agreement, then the Company may, atits sole option, bring an action for any expenses, fees and damages incurred asa result of the breach, with the remainder of this Agreement, and all promisesand covenants herein, remaining in full force and effect.
          (b)  Executive acknowledges and agrees that the remedy at law available tothe Company for breach by Executive of any of Executive’s obligations underSections 3 and 4 of this Agreement would be inadequate and that damages flowingfrom such a breach would not readily be susceptible to being measured inmonetary terms. Accordingly, Executive acknowledges, consents and agrees that,in addition to any other rights or remedies which the Company may have at law,in equity or under this Agreement, upon adequate proof of Executive’s violationof any provision of Section 3 or 4 of this Agreement, the Company will beentitled to seek immediate injunctive relief and may seek to obtain a temporaryorder restraining any threatened or further breach, without the necessity ofproof of actual damage.
          (c)  Without limiting the applicability of Section 6(b) or in any wayaffecting the right of the Company to seek equitable remedies thereunder, inthe event that
 

 

Executive breaches any of the provisions of Sections 3 or engages in anyactivity that would constitute a breach save for Executive’s action being in astate where Section 3 is not enforceable as a matter of law, then the Company’sobligation to pay any remaining Non-Compete Payment that has not already beenpaid to Executive pursuant to Section 3 shall be terminated and within ten (10)days of notice of such termination of payment, Executive shall return allNon-Compete Payments.
          (d)  Any decision by the Company not to exercise any of its rights underthis Section 6 shall not be construed as a waiver of any rights the Company mayhave under this Agreement, any other agreement or any statute with respect tofuture breaches.
     7.     Continued Availability and Cooperation.
          (a)  Following the Separation Date and in consideration of the paymentsmade under Section 3 herein, Executive shall cooperate fully with the Companyand with the Company’s counsel in connection with any present and future actualor threatened litigation or administrative proceeding involving the Companythat relates to events, occurrences or conduct occurring (or claimed to haveoccurred) during the period of Executive’s employment by the Company. Thiscooperation by Executive will include, but not be limited to:
      (i) making himself reasonably available for interviews anddiscussions with the Company’s counsel as well as for depositions andtrial testimony;       (ii) if depositions or trial testimony are to occur, making himselfreasonably available and cooperating in the preparation therefor as andto the extent that the Company or the Company’s counsel reasonablyrequests;       (iii) refraining from impeding in any way the Company’s prosecutionor defense of such litigation or administrative proceeding; and       (iv) cooperating fully in the development and presentation of theCompany’s prosecution or defense of such litigation or administrativeproceeding.
          (b)  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 anycooperation, consultation and advice rendered under this Agreement after theSeparation Date. Executive shall not unreasonably withhold Executive’savailability for such cooperation, consultation and advice.
 

 

     8.     Full Settlement. The Company’s obligation to make payments providedfor in this Agreement and otherwise to perform its obligations hereunder shallnot be affected by any set-off, counterclaim, recoupment, defense or otherclaim, right or action which the Company may have against Executive or others.In no event shall Executive be obligated to seek other employment or take anyother action by way of mitigation of the amounts payable to Executive under anyof the provisions of this Agreement and such amounts shall not be reducedwhether or not Executive obtains other employment.
     9.     Successors and Binding Agreement.
          (a)  This Agreement will be binding upon and inure to the benefit of theCompany and any successor of or to the Company, including, without limitation,any persons acquiring directly or indirectly all or substantially all of thebusiness and/or assets of the Company whether by purchase, merger,consolidation, reorganization or otherwise (and such successor will thereafterbe deemed included in the definition of “the Company” for purposes of thisAgreement), but will not otherwise be assignable or delegable by the Company.
          (b)  This Agreement will inure to the benefit of and be enforceable byExecutive’s personal or legal representatives, executors, administrators,successors, heirs, distributees and/or legatees. The death or disability ofExecutive following the execution and delivery of this Agreement will notaffect or revoke this Agreement or excuse any of the obligations of the partieshereto.
          (c)  This Agreement is personal in nature and none of the parties heretoshall, without the consent of the other parties, assign, transfer or delegatethis Agreement or any rights or obligations hereunder except as expresslyprovided in this Section 9.
          (d)  This Agreement is intended to be for the exclusive benefit of theparties hereto, and except as provided in Subsections (a) and (b) of thisSection 9, no third party will have any rights hereunder.
          (e)  The Company will require any successor (whether direct or indirect, bypurchase, merger, consolidation, operation of law or otherwise) to all orsubstantially all of the business and/or assets of the Company to assumeexpressly and agree to perform this Agreement in the same manner and to thesame extent that the Company would be required to perform this Agreement.
     10.     Non-Disclosure. Except to the extent that this Agreement or the termshereof become publicly known or available because of legally mandateddisclosure and filing requirements of the Securities and Exchange Commission,or because of any other legal requirement that this Agreement or the termshereof be disclosed:
          (a)  Executive will maintain the confidentiality of all provisions of thisAgreement and the circumstances giving rise hereto and will not disclose to anyperson not a party hereto (other than (i) Executive’s spouse, (ii) Executive’sattorney, financial advisor and/or tax advisor to the extent necessary for suchadvisor to render appropriate legal, financial and tax advice, and (iii)persons or entities referred to in Section 5 of this Agreement, but only to theextent required thereby or the circumstances giving rise hereto; provided,however, each such
 

 

person or entities shall be bound to the terms of Sections 3 and 4 of thisAgreement and any breach by such persons or entities will have the same effectunder Section 6 of this Agreement as a breach by Executive); and
          (b)  The Company will maintain the confidentiality of all provisions ofthis Agreement and the circumstances giving rise hereto and will not discloseto any person not a party hereto (other than the Company’s directors andofficers and other employees with the Company whose duties require them to befamiliar with all or a portion of this Agreement, outside legal, accounting,financial and/or tax counselors and advisors to the extent necessary for suchcounselors and advisors to render appropriate legal, accounting, financial andtax advice); provided, however, each such person or entities shall be bound tothe terms of this Section 10(b)).
     11.     Notices. For all purposes of this Agreement, all communicationsprovided for herein will be in writing and will be deemed to have been dulygiven when delivered, addressed to the Company (to the attention of the SeniorVice President and General Counsel) at its principal executive offices at 2001Edmund Halley Drive, Reston, Virginia 20191 and to Executive at Executive’sprincipal residence at 552 Anderson Hill Road, Purchase New York 10577 with acopy to Bleakley Platt & Schmidt LLP, One North Lexington Avenue, White Plains,New York 10601, Attention: Richard N. Pitassy, Esq. or to such other address asany party may have furnished to the other in writing and in accordanceherewith. Notices of change of address will be effective only upon receipt.
     12.     Taxes; Payments.
          (a)  Executive shall be responsible for Executive’s share of any and allfederal, state and/or local taxes applicable to the payments made, and benefitsprovided or made available, to Executive pursuant to this Agreement.
          (b)  The payments to Executive pursuant to Section 2 and Section 3 of thisAgreement will be made by check or direct deposit to an account designated byExecutive, and will be reduced by any applicable federal, state and local taxor other required withholding on such payments or pursuant to the LoanAgreement.
     13.     Modification, Amendment and Waiver. No provision of this Agreementmay be amended, modified, waived or discharged unless such waiver, modificationor discharge is agreed to in writing signed by Executive and the Company. Nowaiver by either party hereto at any time of any breach by the other partyhereto or compliance with any condition or provision of this Agreement to beperformed by such other party will be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time.
     14.     Entire Agreement; Continuing Indemnification and Other Rights andRepresentations
          (a)  Except as expressly provided in this Agreement, this Agreement willconstitute the entire agreement among the parties hereto with respect to thesubject matters covered by this Agreement and will supersede all prior verbalor written agreements, covenants,
 

 

communications, understandings, commitments, policies, representations orwarranties, whether oral or written, by any party hereto or any of itsrepresentatives pertaining to such subject matter.
          (b)  Executive represents that he does not know of any matters notpreviously presented to the Board of Directors of the Company or to theCompany’s compliance officers that would require disclosure pursuant to theCompany’s Code of Corporate Conduct.
          (c)  The Company represents that as of the date hereof, there is nothingthat has come to the attention of the Board of Directors of the Company or thesenior executive officers of the Company of any acts or conduct of Executivethat would rise to the level of a claim that the Company would assert againstExecutive.
          (d)  This Agreement will not affect any indemnification or other rightsunder any indemnification agreement between Executive and the Company or theCompany’s by-laws. The Company shall continue Executive’s coverage under thedirectors’ and officers’ liability coverage maintained by Company, as in effectfrom time to time, to the same extent as other current and former seniorexecutive officers of the Company.
          (e)  The parties hereto acknowledge and agree that each party has reviewedand negotiated the terms and provisions of this Agreement and has had theopportunity to contribute to its revision. Accordingly, the rule ofconstruction to the effect that ambiguities are resolved against the draftingparty will not be employed in the interpretation of this Agreement. Rather,the terms of this Agreement will be construed fairly as to both parties heretoand not in favor or against either party.
 

 

     15.     Governing Law; Jurisdiction; Venue. The validity, interpretation,construction and performance of this Agreement will be governed by andconstrued in accordance with the substantive laws of the State of New York,without giving effect to the principles of conflict of laws of such State. Theparties agree that the state and federal courts located in the Commonwealth ofVirginia will have exclusive jurisdiction in any action, suit or proceedingagainst Executive based on or arising out of this Agreement and the partieshereby: (a) submit to the personal jurisdiction of such courts; (b) consent toservice of process in connection with any action, suit or proceeding againstExecutive; and (c) waive any other requirement (whether imposed by statute,rule of court or otherwise) with respect to personal jurisdiction, venue orservice of process.
     16.     Severability. The invalidity or unenforceability of any provision ofthis Agreement will not affect the validity or enforceability of any otherprovision of this Agreement which will nevertheless remain in full force andeffect.
     17.     Counterparts. This Agreement may be executed in one or morecounterparts, each of which will be deemed to be an original, but all of whichtogether will constitute one and the same Agreement. The exchange of executedcounterparts by facsimile shall be sufficient to bind the parties. Each partyshall deliver to the other executed originals by overnight mail service.
     18.     Captions and Section Headings. Captions and section headings usedherein are for convenience and are not part of this Agreement and will not beused in construing it.
     19.     Authorization by the Company. The Company represents and warrants toExecutive that the execution, delivery and performance of this Agreement andthe consummation of the transactions contemplated hereby have been duly andvalidly authorized and that all corporate action required to be taken by theCompany for the execution, delivery and performance of this Agreement has beenduly and effectively taken.
     20.     Further Assurances. Each party hereto shall execute such additionaldocuments, and do such additional things, as may reasonably be requested by theother party to effectuate the purposes and provisions of this Agreement.
 

 

     IN WITNESS WHEREOF, the parties have executed and delivered this Agreementon the date set forth above.           Nextel Communications, Inc.       Witness:  /s/ Linda Hoisington By: /s/ Leonard J. Kennedy           Leonard J. Kennedy