**Exhibit 10.3**
**Release Agreement**
     WHEREAS, Nextel Communications, Inc. a Delaware corporation (the“Company,” a term which includes its predecessors, parents, subsidiaries,divisions, successors-in-interest, related or affiliated companies, successors,all of its and their current and former officers, directors, stockholders,members, employees, heirs, assigns, representatives, insurers, agents andcounsel and all persons acting by, through, under or in concert with any ofthem, unless the context otherwise clearly requires), and JAMES F. MOONEY(“Executive”) are parties to a Separation and Non-Competition Agreement, datedSeptember 19**,**2002 (the “Agreement”); and
     WHEREAS, Executive’s employment with the Company terminated on theSeparation Date (as defined in Section 1 of the Agreement); and
     WHEREAS, Executive is required to sign this Release in order to receivethe payments to be made and the benefits to be received by Executive pursuantto Section 2 of the Agreement.
     NOW THEREFORE, in consideration of the promises and agreements containedherein and other good and valuable consideration, the sufficiency and receiptof which are hereby acknowledged, and intending to be legally bound, Executiveagrees as follows:
          1.     This Release is effective on the date hereof and will continue ineffect as provided herein.
          2.     As a material inducement to the Company to enter into the Agreement andin consideration of the payments to be made and the benefits to be received byExecutive pursuant to Section 2 of the Agreement, Executive, for himself andExecutive’s dependents, successors, assigns, heirs, executors andadministrators (and Executive’s and their legal representatives of every kind),hereby irrevocably and unconditionally releases, dismisses, remises, acquitsand forever discharges the Company from any and all arbitrations, claims,liabilities, obligations, promises, agreements, controversies, damages,actions, causes of action, suits, rights, demands, costs, losses, debts andexpenses including claims for attorney’s fees, demands, damages, suits,proceedings, actions and/or causes of action of any kind and every description,whether known or unknown, which Executive now has or may have had for, upon, orby reason of any cause whatsoever, known or unknown, suspected or unsuspected(collectively “Claims”) that Executive now has, may have, owns, or holds, orclaims to have, own, or hold, or any time had, owned, or held, or claimed tohave had, owned, or held against the Company. This complete release of Claimsincludes, without express or implied limitation, the release of all Claims ofbreach of express or implied contract; all Claims related to Executive’semployment and the termination of his employment; all Claims of wrongfultermination of employment whether in contract or tort; all Claims ofintentional, reckless, or negligent infliction of emotional distress; allClaims of breach of any express or implied covenant of employment, includingthe covenant of good faith and fair dealing; all Claims of interference withcontractual or advantageous relations, whether prospective or existing; allClaims of deceit or misrepresentation; all Claims of discrimination under stateor federal law; and any legal restrictions on the Company’s right to terminateemployees, or any federal, state, local statutory or common law or othergovernmental statute, regulation or ordinance, including, without
 

 

 limitation, Section 1981 of Title 42 of the United States Code and/orTitle VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000 et seq., 42 U.S.C.§1981, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., theAmericans with Disabilities Act, 42 U.S.C. §12101 et seq., the Virginia HumanRights Act, Virginia Code 43 and Chapter 11 of the 1976 Code of Fairfax County,Virginia, the Equal Pay Act, the Family and Medical Leave Act; the EmployeeRetirement Income Security Act of 1974, as amended, the Rehabilitation Act of1973, the Racketeer Influenced and Corrupt Organizations Act, all Claims ofdefamation or damage to reputation; all Claims for reinstatement; all Claimsfor punitive or emotional distress damages; all Claims for wages, bonuses,severance, back or front pay or other forms of compensation which are basedupon or arise from the acts, practices, transactions, events, and/or factsunderlying any wage claim that was or could have been asserted; and all Claimsfor attorney’s fees and costs. This complete release of claims does notinclude a release of any Claims that arise from the Company’s obligations underthe Agreement, to any benefits under the Company’s employee benefit plans towhich he is or will be entitled pursuant to the terms of such plans in theordinary course, except as otherwise provided in Section 2 of the Agreement, orto any indemnity against claims, costs or expenses to which he may be entitledas a result of having served as an officer of the Company or any its affiliatespursuant to their respective articles or by-laws or any policies of insurancethey may maintain.
          3.     Executive understands and acknowledges that the Company does not admitany violation of law, liability or invasion of any of his rights and that anysuch violation, liability or invasion is expressly denied. The considerationprovided for this Release is made for the purpose of settling and extinguishingall claims and rights (and every other similar or dissimilar matter) thatExecutive ever had or now may have against the Company to the extent providedin this Release. Executive further agrees and acknowledges that norepresentations, promises or inducements have been made by the Company otherthan as appear in the Agreement.
          4.     Executive agrees to release and discharge Company, not only from anyand all claims which he could make on his own behalf, but also those which mayor could be brought by any person or organization, on his behalf, and hespecifically waives any right to become, and promises not to become, a memberof any class or a party in any proceeding or case in which a claim or claimsagainst Company may arise, in whole or in part, from any event which occurredup through and including the date of the Agreement.
          5.     Executive acknowledges that his waiver and release of rights and claimsas set forth in the Agreement is in exchange for valuable consideration whichhe would not otherwise be entitled to receive.
          6.     The parties understand, agree and intend that, upon receipt of paymentsby the Company referred to in Section 2 of the Agreement, Executive will havereceived complete satisfaction of any and all claims, whether known, suspected,or unknown, that he may have or had against Company, and he thereby waives anyand all relief not explicitly provided for herein.
     (e)  Executive agrees to pay any reasonable legal fees or costs incurred bythe Company as a result of any breach of his promises in this Release,including his promise to fully release Company from all claims and tocompensate his attorneys for their legal fees.
 

 

          7.     Executive further agrees and acknowledges that:
                    (a) Executive represents and agrees that he has been advised by theCompany to consult and discuss all aspects of the Agreement and this Releasewith legal counsel prior to executing and delivering Release, has had anopportunity to consult with and to be advised by legal counsel of Executive’schoice, fully understands the terms of this Release, and enters into thisRelease freely, voluntarily, without coercion or duress of any kind andintending to be bound;
                    (b) Executive acknowledges that he has been given the opportunity toconsider the Agreement and this Release for a period of at least twenty-one(21) days. In the event that Executive has executed the Agreement and thisRelease within less than twenty-one (21) days of the date of its delivery tohim, Executive acknowledges that such decision was entirely voluntary and thathe had the opportunity to consider the Agreement and this Release for theentire twenty-one (21) day period. Executive and the Company acknowledge thatfor a period of seven (7) days from the date that Executive executes thisRelease (the “Revocation Period”), he shall retain the right to revoke thisRelease by written notice that is received by Leonard J. Kennedy, Senior VicePresident and General Counsel before the end of such Revocation Period.Provided that this Release is not revoked pursuant to the preceding sentence,the Agreement and this Release shall become effective, binding, irrevocable andenforceable on the date immediately following the last day of the RevocationPeriod (the “Effective Date”). If Executive exercises his right to revoke thisRelease, Executive will forfeit his right to receive any of the benefitsprovided for herein or therein, without affecting the effectiveness of thetermination of Executive’s employment with the Company under Section 1 of theAgreement.
          8.     Executive represents that he has not filed any complaints or lawsuitsagainst the Company with any government agency or any court, and that he willnot seek to recover any monetary damages in the future with respect to claimsthat arose prior to the Effective Date of the Agreement;provided, however,that this shall not limit Executive from filing a lawsuit for the sole purposeof enforcing Executive’s rights under this Release.
          9.     Executive waives and releases any claim that Executive has or may haveto reemployment. Executive agrees that Executive will not seek employment withthe Company at any time in the future.
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     IN WITNESS WHEREOF, Executive has executed and delivered this Release onthe date set forth below.
 

 
   Dated:       10/1/02              /s/ James F. Mooney