Subject: [NEXTEL-1] Nextel, James F. Mooney and the $3,000,000.00 Loan

From: Marcel <[email-masked]>
Date: Sat, 09 Nov 2002 15:31:50 -0500

According to the document below James F. Mooney may owe Nextel a few buck$$$$$ for a
$3,000,000.00 Loan he obtained in 2001, since he left Nextel abruptly prior to the final
Loan Forgiveness Date of June 30, 2004.

Mooney was forgiven $250k for each Quarterly Forgiveness Date that occurred while he
remained at Nextel. Mooney was only their approx. 6 Quarters (Nextel may count
differently), he may owe Nextel up to $1,500,000.00 if you take this document on its face,
however since we are talking about Nextel who knows.

I like this little disclaimer:

No Waivers. No failure or delay by the Company in exercising any right, power or privilege
hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or exercise of
any other right, power or privilege.

http://www.edgar-online.com/bin/edgardoc/finSys_main.asp?dcn=0000950133-02-003401&nad=
-------------------------------------------------------------------------------------------------------------------------

LOAN AGREEMENT

     THIS LOAN AGREEMENT (as amended, supplemented or modified from time to time, the
“Loan Agreement”), is
dated as of April 27, 2001 and is between James F. Mooney (“Executive”), and Unrestricted
Subsidiary Funding
Company, a Delaware corporation (the “Company”).

     This Loan Agreement is made to induce Executive to accept and continue employment
with the Company.
Accordingly, the parties hereto agree as follows:

                                     ARTICLE I
                                   LOAN TERMS

     Section 1.1 Loan. The Company agrees, on the terms and conditions set forth in this
Loan Agreement, to provide an
interest-free loan (the “Loan”) to Executive in the principal amount of Three Million
Dollars ($3,000,000) (the “Original
Loan Amount”), and to provide Tax Withholding Loan(s) as provided in Section 3 hereof.
Executive’s indebtedness for
the Original Loan Amount and the principal amount(s) of any Tax Withholding Loan(s), and
any interest thereon as
provided in Section 2.3(b) hereof, shall be evidenced by a promissory note made by
Executive in favor of the Company
(the “Note”), in the form of Exhibit A attached hereto.

     Section 1.2 Advancement of Original Loan Amount. The Company shall advance the
Original Loan Amount to
Executive within three (3) days after the date hereof against delivery of the fully
executed Note, properly completed to
the Company’s satisfaction.

     Section 1.3 Recourse Liability. The Company shall have full recourse against
Executive on account of the Original
Loan Amount, the amount(s) of any Tax Withholding Loan(s) payable hereunder or under the
Note, and any interest
thereon as provided in Section
2.3(b) hereof. Executive shall have personal liability with respect to his obligations
hereunder.

     Section 1.4 Repayments From Termination Payments. Any amount otherwise payable to
Executive at or in
connection with the termination of Executive’s employment with the Company, including but
not limited to any
severance compensation, shall be applied first to pay accrued but unpaid interest pursuant
to Section 2.3(b) hereof, next
to repay outstanding principal under any Tax Withholding Loan(s) provided to Executive
pursuant to Section 3 hereof,
and then to repay outstanding principal under the Loan, including but not necessarily
limited to the Original Loan
Amount. This Section 1.4 shall not apply to amounts payable to Executive under any
tax-qualified retirement plan of the
Company.

                                    ARTICLE II
                FORGIVENESS OF ORIGINAL LOAN AMOUNT; PAYMENT OF NOTE

     Section 2.1 Quarterly Forgiveness During Continuation of Employment.

         (a) If Executive is an employee of the Company as of a Quarterly Forgiveness Date
(as defined herein), the
Company shall forgive Two Hundred and Fifty Thousand Dollars
($250,000) of the Original Loan Amount as of each such Quarterly Forgiveness Date, until
the Original Loan Amount has
been completely forgiven at June 30, 2004 (the “Final Forgiveness Date”).

         (b) For the purposes of this Agreement, “Quarterly Forgiveness Date” means the
last calendar day of each calendar
quarter ending after the date of this Agreement.

     Section 2.2 Immediate Forgiveness Upon Certain Events.

         (a) Upon the death, Permanent Disability (as defined below) or termination by the
Company of Executive’s
employment without Cause (as defined below), or upon a Change of Control (as defined
below), the Company shall
immediately forgive the entire outstanding Original Loan Amount.

         (b) For purposes hereof, the term “Cause” means (1) Executive’s failure to
substantially perform his duties and
functions, if such failure constitutes gross neglect or willful malfeasance, without
taking all reasonable steps to cease or
remedy such failure within thirty (30) days after Executive’s receipt of written notice
from the Company specifically
identifying the nature of and circumstances relevant to any such claimed failure; (2)
Executive’s committing fraud
against the Company or embezzlement or engaging in conduct that results in Executive being
convicted of a felony or
being found by a government agency to have violated securities or anti-harassment laws;
(3) Executive’s acting in an
intentional manner which is reasonably likely to be materially detrimental or damaging to
the Company’s reputation,
business, operations or relations with its employees, suppliers or customers; or (4)
Executive’s habitual abuse of alcohol
or prescription drugs or abuse of controlled substances.

         (c) For purposes hereof, the term “Permanent Disability” means (1) Executive’s
failure to devote full normal working
time to his employment with the Company for a period of at least thirty (30) consecutive
normal business days or for at
least a majority of the normal business days in any consecutive ninety (90)-day period;
and (2) the existence of an
illness or incapacity (either physical or mental) affecting Executive which, in the
reasonable opinion of a Qualified
Physician, is likely to be of such character or severity that Executive would be unable to
resume devoting his full normal
working time as required herein to his employment hereunder for a period of at least six
(6) consecutive months. The
term “Qualified Physician” means an impartial physician competent to diagnose and treat
the illness or condition that
Executive is believed to be suffering, selected by the Company and reasonably acceptable
to Executive (or if Executive is
then incapable of acting for himself, Executive’s personal representative), who shall have
personally examined Executive
and shall have personally reviewed Executive’s relevant medical records; provided the
Company shall bear the costs of
such Qualified Physician’s services and Executive agrees to submit to an examination by
such Qualified Physician, to
the disclosure of Executive’s relevant medical records to such Qualified Physician, and to
permit the Qualified Physician
to make a full report of findings and conclusions to the Company. The date of any
Permanent Disability hereunder shall
be the date on which such Qualified Physician presents his or her full report of findings
and conclusions to the
Company indicating that Executive has a Permanent Disability.

                                        2

         (d) For purposes hereof, the term “Change of Control” shall have the meaning
attributed to such term in the Nextel
Change of Control Plan adopted by Company’s Board of Directors and its Compensation
Committee at meetings held on
July 14, 1999, as reflected in the minutes of such meetings.

     Section 2.3 Repayment on Occurrence of Repayment Event.

         (a) Anything to the contrary herein notwithstanding, if Executive’s employment is
terminated by the Company with
Cause (within the meaning of Section 2.2(b) hereof), or if Executive resigns or terminates
his employment with the
Company for any reason other than Permanent Disability prior to the Final Forgiveness Date
then, in such event (each a
“Repayment Event”), the Company shall not forgive any further amounts under the Loan, and
so much of the Original
Loan Amount as has not been forgiven as of the date of such Repayment Event, together with
all amounts outstanding
under any Tax Withholding Loan(s) shall become due and payable as provided in the Note.

         (b) Interest shall begin to accrue and become payable with respect to (i) the
Original Loan Amount, or so much
thereof as has not been forgiven as of the date of any Repayment Event, and (ii) on
amount(s) outstanding under any
Tax Withholding Loan(s), in each case from and after any Repayment Event, at the current
prime rate of interest (as
stated by the Wall Street Journal), based on a 360-day year, until such Original Loan
Amount and amount(s)
outstanding under any Tax Withholding Loan(s), and any interest thereon, have been paid in
full.

     Section 2.4 Method of Determination. Except as expressly provided herein, all
determinations made or to be made
under this Agreement, including but not limited to any determination as to whether
Executive is entitled to forgiveness
of any amount pursuant to Section 2.1 or Section 2.2 hereof, as to the occurrence or
non-occurrence of any Repayment
Event, or as to the determination of the amount of any Forgiven Amount(s) or Foregone
Interest Compensation
pursuant to Section 3 hereof, and all related matters, shall be made in good faith, in the
case of the determination of any
Forgiven Amount(s) or Foregone Interest Compensation pursuant to Section 3 hereof, by the
Chief Executive Officer,
and in all other cases, by the Chief Executive Officer or, if so requested by the
Executive, by the Board of Directors of
the Company, in each case with the advance of legal or such other professional advice as
the Board or Chief Executive
Officer may deem appropriate, in its sole discretion.

                                    ARTICLE III
                APPLICABLE TAX WITHHOLDINGS; TAX WITHHOLDING LOAN(S)

     Section 3.1 Applicable Tax Withholdings.

         (a) Executive understands and acknowledges that the Company is required to
withhold Applicable Withholding
Taxes from (i) any amounts forgiven pursuant to Section 2.1 and 2.2 hereof (the “Forgiven
Amount(s)”); and (ii) any
foregone interest on the Loan and any Tax Withholding Loan(s) provided pursuant to this
Section 3 hereof, deemed to
be compensation to Executive (the “Foregone Interest Compensation”).

                                        3

         (b) “Applicable Withholding Taxes” means, with respect to any Forgiven Amount(s)
or Foregone Interest
Compensation, the aggregate amount of federal, state and local income and payroll taxes
(including without limitation
any applicable FICA, Social Security or similar required withholdings) that the Company is
required to withhold in
connection with such Forgiven Amount(s) or Foregone Interest Compensation, as the case may
be.

         (c) The amount of any Forgiven Amount(s) and Foregone Interest Compensation shall
be determined in
accordance with Section 2.4 hereof.

     Section 3.2 Tax Withholding Loan(s). On the date on which the Company is required to
withhold Applicable
Withholding Taxes with respect to any Forgiven Amount(s) or any Foregone Interest
Compensation, the Company shall
pay such Applicable Withholding Taxes with respect to such Forgiven Amount(s) or Foregone
Interest Compensation,
as the case may be, on Executive’s behalf as an interest-free loan that shall become due
and be repaid by Executive on
Company’s last business day in February of the year immediately following the year in
which the Company was required
to withhold Applicable Withholding Taxes with respect to such Forgiven Amount(s) or
Foregone Interest
Compensation or, if earlier, on the date of any Repayment Event, as further provided in
the Note (each a “Tax
Withholding Loan”). Executive explicitly authorizes such repayment(s) to be made as a
deduction from his annual
performance bonus payment(s). Executive’s obligation to repay any Tax Withholding Loan(s)
shall not be subject to
forgiveness under Section 2.1 or Section 2.2 hereof.

                                    ARTICLE IV
                                  MISCELLANEOUS

     Section 4.1 Miscellaneous.

         (a) No failure or delay by the Company in exercising any right, power or
privilege under this Loan Agreement shall
operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof
or the exercise of any other right, power or privilege.

         (b) This Loan Agreement may be amended only in a writing signed by Executive and
the Company. Any waiver
must be in a writing signed by the waiving party.

         (c) The provisions of this Loan Agreement shall be binding upon and inure to the
benefit of the parties hereto and
their respective successors and assigns. This Loan Agreement is for the benefit of the
Company and its successors and
assigns and Executive and his
heir(s). This Loan Agreement shall not be transferable by Executive except by will or by
the laws of descent and
distribution.

         (d) If any provision hereof is invalid and unenforceable in any jurisdiction,
then, to the fullest extent permitted by
law, (i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally
construed in favor of the Company in order to carry out the intentions of the parties
hereto as nearly as may be possible,
and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or
enforceability of such provision in any other jurisdiction.

                                        4

     Section 4.2 Governing Law. This Loan Agreement shall be governed by and construed in
accordance with the laws
of the Commonwealth of Virginia, without application of Virginia conflict of law rules.

     IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be duly
executed as of the day and
year first above written.

                                        5

                                                                        EXHIBIT A

                                 PROMISSORY NOTE

$3,000,000 plus the amount of

                                                                       April 27, 2001
any Tax Repayment Loan(s)

                                                                      Reston, Virginia

FOR VALUE RECEIVED, the maker, James F. Mooney (“Executive”), promises to promptly pay to
Unrestricted
Subsidiary Funding Company, a Delaware corporation (the “Company”), when and as due in
accordance with the Loan
Agreement dated April ______, 2001 by and between the Company and Executive, the terms of
which are hereby
incorporated by reference (the “Loan Agreement”) (i) the principal sum of Three Million
Dollars ($3,000,000) (the
“Original Loan Amount”), or so much thereof as remains outstanding on the date of any
Repayment Event (as defined in
the Loan Agreement), and (ii) all principal amount(s) outstanding with respect to any Tax
Withholding Loan(s) provided
to Executive pursuant to the Loan Agreement, together with any interest thereon as
provided in Section 2.3(b) of the
Loan Agreement.

This Note is payable at the corporate offices of the Company at 2001 Edmund Halley Drive,
Reston, Virginia 20191, or at
such other place as the Company may designate in writing from time to time. This Note is
issued pursuant to the Loan
Agreement, and all terms not otherwise defined herein shall have the meaning given such
terms in the Loan Agreement.

Original Loan Amount Forgiveness. The Original Loan Amount may be subject to forgiveness
in accordance with the
terms of the Loan Agreement.

Optional Prepayments. The right of prepayment is reserved, in whole or in part, at any
time without penalty.

Default. If any payment due hereunder is not made within ten (10) calendar days following
the date on which such
payment was due, or if Executive is declared or adjudicated to be bankrupt by a United
States Bankruptcy Court,
Executive shall be in default hereunder. Upon the occurrence of a default under this Note
or the Loan Agreement, the
entire unpaid principal balance of this Note, shall, at the option of the holder,
immediately become due and payable. The
rights and remedies provided herein shall be cumulative and not exclusive of any rights or
remedies provided by law.

Severability. If any provision hereof is invalid and unenforceable in any jurisdiction,
then, to the fullest extent permitted
by law (i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally
construed in favor of the Company in order to carry out the intentions of the parties
hereto as nearly as may be possible,
and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or
enforceability of such provision in any other jurisdiction.

No Waivers. No failure or delay by the Company in exercising any right, power or privilege
hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or exercise of
any other right, power or privilege.

                                        6

Miscellaneous. Presentment, demand, protest, and notice of dishonor and of protest are
hereby waived by Executive to
the extent permitted by law. Executive agrees to pay, to the extent permitted by law, all
expenses incurred in collecting
this obligation, including reasonable attorneys’ fees, should this obligation or any part
thereof not be paid as and when
due.

Governing Law. This Note shall be governed by, and construed in accordance with, the
substantive laws of the
Commonwealth of Virginia, without application of Virginia conflict of law rules.

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From: Marcel <[email-masked]>
Date: Fri, 15 Nov 2002 18:53:35 -0500

Well as normal Nextel has has found a way to "Flip the Scrip".

Since when do you get severance pay when you quit? Unless you are forced to.
I calculated Mooney owed Nextel $1.5M , Nextel says $2M (They are probably paying the taxes for him too).

I like this part......

"He will also receive almost $1.3 million in three payments in exchange for signing a non compete agreement."

Since when do you sign non compete after you leave a company?  Oh, I forgot the ..."How Business Gets Done' motto. The only
one getting "Done" are the stock holders.  In a CC a month ago Timmy said Mooney already had a non compete in place.
Hmmmmm?????

Marcel wrote:

<SNIP>

> Mooney was only their approx. 6 Quarters (Nextel may count

Reuters
Nextel's ex-COO to get $2.5 million in severance
Friday November 15, 1:13 pm ET

CHICAGO, Nov 15 (Reuters) - Nextel Communications Inc.(NasdaqNM:NXTL - News) said on Friday James Mooney, who left the
company in September after 18 months as chief operating officer, will get more than $2.5 million as part of his severance
package.

Mooney became COO of the fifth largest wireless telephone company in April 2001. The company, citing corporate policy, did
not give a reason for his departure.

According to a U.S. Securities and Exchange Commission filing, Nextel will pay Mooney $550,000 under Nextel's severance
benefits plan and $780,750 instead of any annual bonus that he would have been eligible for in 2002.

He will also receive almost $1.3 million in three payments in exchange for signing a non compete agreement.

Nextel said it will forgive the remaining $2 million balance of a loan it granted him earlier.

http://biz.yahoo.com/rc/021115/telecoms_nextel_mooney_1.html

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