EXHIBIT 10.1
**Description of the Nextel Communications, Inc. Long-Term Incentive Plan**
     The compensation committee of Nextel’s board of directors has authorized along-term incentive plan pursuant to which selected key members of managementresponsible for the design and execution of Nextel’s business strategy mayreceive certain payouts based on Nextel’s performance relative to designatedperformance goals for the two fiscal years ending December 31, 2003. Theperformance goals are based on operating cash flow and net subscriberadditions. Operating cash flow targets are defined as earnings beforeinterest, taxes, depreciation and amortization, without an offset for capitalexpenditures. Net subscriber additions are defined as gross handset sales lessdeactivations for the period, with adjustments for transfers among our marketsor between our markets and those of Nextel Partners, Inc. Each participant isassigned a target award opportunity expressed as a dollar value. The actualpayment amount may be higher or lower than the target award opportunity, asdescribed below.
     *Administration.*Nextel’s compensation committee administers the plan,including determining participants and the target award opportunities that theymay receive under the plan.
     *Payouts.*If Nextel’s operating cash flow target for 2002 is achieved andnet subscriber additions for 2002 meet a specified minimum, participants willreceive in February 2003 a cash payment of 25% of their target awardopportunities. In addition, a second payout will be made inFebruary 2004 if Nextel’s operating cash flow target for 2002 and 2003 isachieved and the 2-year average of net subscriber additions meets a specifiedminimum.
     The second payout will be calculated by determining the payout base, whichis based on the operating cash flow target, and applying a modifier, which isbased on the net subscriber additions target. First, the payout base iscalculated as a percentage of the participant’s target award opportunity basedon Nextel’s operating cash flow. If Nextel meets its operating cash flowtarget for the performance period, the payout base will be 100% of theparticipant’s target award opportunity. The payout base may be increased up to200% of the target award opportunity if Nextel exceeds its operating cash flowtarget. The payout base will be modified based on the net subscriber additionsfor the period, such that the award payable to the participant will be 80% to100% of the payout base as determined above if the net subscriber additions forthe period meet or exceed the target. If Nextel’s operating cash flow targetfor 2002 and 2003 is not achieved or the 2-year average of net subscriberadditions does not meet a specified minimum, no payouts will be made in 2004.In addition, if the first payout is made, the second payout, as calculatedabove, will be offset by the amount of the first payout.
     *Form and Timing of Payouts.*The first payout in February 2003 must be incash. Half of the second payout will be paid in cash, and the remainder willbe paid, at the election of the plan administrator, in cash or through adeferred stock award under the Nextel Communications, Inc. Amended and RestatedEquity Incentive Plan. To be eligible to receive a payout, generally aparticipant must be actively employed by Nextel as of the date of the payout orvesting. Unless otherwise determined by the plan administrator, in the eventof a participant’s death or disability prior to receipt of unpaid amounts, suchamounts will be subject to specified forfeiture provisions.

 

     *Change in Control.*In the event of a change in control, a pro-rata cashpayment will be made to each participant based on the number of monthscompleted in the performance period and Nextel’s performance relative to itsperformance goals at that time.
     *Other Provisions.*The plan may be amended or terminated by Nextel’s boardof directors or compensation committee at any time, but no such action mayadversely affect a participant’s rights under the plan absent his or herwritten consent. Any dispute must be settled by binding arbitration. The planis unfunded, and any obligations under the plan will be general unsecuredliabilities of Nextel.