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
