NEXTEL COMMUNICATIONS, INC. Deferred Shares Agreement ? Recognition Award

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 s