Exhibit 10.1
XXXXXXX X. XXXXXXX
00000 XXXX XXXX XXXXX
XXXXX XXXXX, XXXXXXXX 00000
December 15, 2004
Board of Directors
Nextel Communications, Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
LIMITED WAIVER OF GOOD REASON
-----------------------------
Dear Board of Directors:
Reference is made to (i) the Employment Agreement, dated as of
July 1, 2003, between me and Nextel Communications, Inc. (the "Company") and
(ii) the Agreement and Plan of Merger, dated as of December 15, 2004, by and
among Sprint Corporation, a Kansas corporation ("Sprint"), the Company and a
Delaware corporation wholly owned by Sprint (the "Merger Agreement").
This will confirm that, during the period commencing at the
"Effective Time" (as defined in the Merger Agreement) and ending six months
following the Effective Time (the "Waiver Period"), I shall not claim that my
having the titles and duties assigned to the "Chairman" in Exhibit D to the
Merger Agreement (the "Chairman Duties and Responsibilities") is a basis to
claim that a "Good Reason" (as defined in the Employment Agreement) has
occurred. This does not constitute a waiver of my right, if any, to claim that
any other action of or inaction by the "Company" (for this purpose meaning as
such term is used in the Agreement) constitutes Good Reason, whether occurring
before, during or after the Waiver Period, nor to claim that my assuming the
Chairman Duties and Responsibilities constitutes Good Reason following the
Waiver Period (and I specifically do not consent to my assumption of the
Chairman Duties and Responsibilities for purposes of Section 9(f)(ii) of the
Agreement).
Very truly yours,
/s/ XXXXXXX X. XXXXXXX
