Exhibit 10.3


 


NII HOLDINGS, INC.


 


Restricted Stock Award Agreement


 


(Employees)


 


THIS AGREEMENT, dated
as of the «Day» day of «Month», «Year», between NII Holdings, Inc., a Delaware corporation
(the “Company”), and «First_Name» «Last_Name» (the “Participant”), is made pursuant
to and subject to the provisions of the NII Holdings, Inc. 2015 Incentive Compensation Plan and any successor plan (the
“Plan”).  All terms that are used herein that are defined in the Plan shall have the same meaning given them
in the Plan.


 


1.          Award
of Stock.  Pursuant to the Plan, the Company, on «Month» «Day», «Year» (the “Award
Date”), awarded the Participant «Actual Grant» shares of Common Stock (“Restricted Stock”), subject
to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein.


 


2.          Restrictions.  Except
as provided in this Agreement, the Restricted Stock is nontransferable and is subject to a substantial risk of forfeiture.


 


3.          Vesting.  Subject
to Sections 4, 5 and 6 below, the shares of Restricted Stock shall be transferable and nonforfeitable (“Vested”) with
respect to thirty three and one third percent (33 1/3%) of the shares of Restricted Stock covered hereby on each of the first,
second and third anniversaries of the Award Date, in each case for so long as the Participant remains in the continuous employ
of the Company or any Subsidiary.


 


4.          Death,
Disability, Retirement or Termination Without Cause.  Section 3 to the contrary notwithstanding, if the
Participant dies, becomes permanently and totally disabled within the meaning of Code Section 22(e)(3) (“Disabled”) or retires from employment with the Company or any Affiliate at or after age 65 or at
an earlier age with the consent of the Committee, in each case prior to the forfeiture of the shares of Restricted Stock
under Section 6, all shares of Restricted Stock that are not then Vested shall become Vested as of the date of the
Participant’s death, becoming Disabled or retirement.  Additionally, notwithstanding Section 3 to the
contrary, the Restricted Stock shall become Vested with respect to a pro rata portion of the shares of Restricted Stock
covered hereby if the Participant’s employment with the Company or an Affiliate is terminated by the Company or such
Affiliate without Cause and neither the preceding sentence of this Section 4 nor Section 5 applies.  Such pro-rata
portion shall be equal to the product of (i) the number of shares of Restricted Stock covered hereby that are not Vested as
of the date of termination, multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed
from (A) the Award Date, if the Participant’s employment with the Company or an Affiliate is


 




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terminated by the Company or such Affiliate
without Cause prior to the first anniversary of the Award Date, or (B) the anniversary of the Award Date immediately preceding
the date of termination, if the Participant’s employment with the Company or an Affiliate is terminated by the Company or
such Affiliate without Cause on or after the first anniversary of the Award Date, and the denominator of which is (x) 1,095, if
the date of termination occurs prior to the first anniversary of the Award Date, (y) 730, if the date of termination occurs on
or after the first anniversary of the Award Date, but prior to the second anniversary of the Award Date, or (z) 365, if the date
of termination occurs on or after the second anniversary of the Award Date, but prior to the third anniversary of the Award Date.


 


5.          Change
in Control. Upon a Change in Control, the shares of Restricted Stock that are not then Vested shall become Vested if the shares
of Restricted Stock are not assumed, replaced or converted to an equivalent award by the entity that survives or otherwise results
from the Change in Control (the “surviving entity”) (or affiliate thereof) for securities tradable on an established
securities market. If the shares of Restricted Stock are amended, replaced or converted to an equivalent award by the surviving
entity (or an affiliate thereof) for securities tradable on an established securities market (a “Replacement Award”),
any such Replacement Award shall be fully Vested in the circumstances described in the
first sentence of Section 4 or if, within twelve (12) months after a Change in Control, (a) the Participant’s employment
with the surviving entity or any affiliate thereof is terminated by the surviving entity or such affiliate without Cause and not
in the circumstances described in the following sentence, or (b) the Participant voluntarily terminates his or her employment with
the surviving entity or any affiliate thereof for Good Reason. Such Replacement Award shall not become Vested if the Participant’s
employment with the surviving entity or any affiliate thereof is terminated within twelve (12) months after a Change in Control
for Cause or because of the Participant’s voluntary withdrawal from employment for any reason other than (a) Good Reason
or (b) the circumstances described in the first sentence of Section
4.  For the avoidance of doubt, neither any change in the national securities exchange on which the Common Stock is listed,
nor the Common Stock ceasing to be listed on a national securities exchange, shall constitute in and of itself a Change in Control.


 


For purposes of this Agreement, Good Reason
shall be defined as one or more of the following conditions arising without the Participant’s consent:


 


(a)          A
material reduction in the Participant’s authority, duties or responsibilities in effect on the date of the Change in Control;


 


(b)          A
material reduction in the Participant’s base salary in effect on the date of the Change in Control;


 


(c)          A
material reduction in the Participant’s target bonus opportunity as compared to the Participant’s target bonus opportunity
in effect on the date of the Change in Control;


 


(d)          A
material reduction in the Participant’s target long-term incentive compensation opportunity as compared to the Participant’s
target long-term


 




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incentive compensation opportunity
in effect on the date of the Change in Control;


 


(e)          A
relocation of the Participant’s principal office more than forty (40) miles away from the location of the Participant’s
principal office on the date of the Change in Control; or


 


(f)          Any
other action or inaction that constitutes a material breach by the surviving entity or affiliate thereof of any written agreement
under which the Participant provides services.


 


Notwithstanding the foregoing, a condition
will not constitute “Good Reason,” unless, prior to the Participant’s termination of his or her employment: (1)
the Participant provides written notice to the Company, Affiliate, surviving entity or affiliate thereof by which he or she is
employed of the condition that he or she believes constitutes “Good Reason” within ninety (90) days of the occurrence
of the condition, (2) the Participant thereafter provides at least thirty (30) days for the Company, Affiliate, such surviving
entity or affiliate thereof to cure the condition that he or she believes constitutes “Good Reason,” and (3) if such
condition is not cured within such thirty (30) day period, the Participant terminates his or her employment not later than ten
(10) days after the end of such thirty (30) day period.


 


6.          Forfeiture.  All
shares of Restricted Stock that are not then Vested shall be forfeited if the Participant’s employment with the Company or
an Affiliate terminates prior to the date such shares become Vested in accordance with Sections 3, 4 and 5 above or in the event
the Administrator makes a final determination that the Participant has breached the provisions of Section 12.


 


7.          Stockholder
Rights and Stock Certificates.  The Participant will have the right to receive dividends on and to vote the Restricted
Stock.  The Restricted Stock may be evidenced in such manner as the Committee shall determine.  If certificates
representing Restricted Stock are registered in the name of the Participant, the Company may retain possession of the certificates
until the Restricted Stock becomes Vested.


 


8.          Fractional
Shares.  Fractional shares shall not be issuable hereunder, and when any provision hereof or the Plan may entitle
the Participant to a fractional share, such fraction shall be disregarded.


 


9.          Withholding
Taxes.  If the Company or a Subsidiary shall be required to withhold any federal, state, local or foreign income,
employment or other tax in connection with the Vesting of the Award, the Participant shall pay the tax or make provisions that
are satisfactory to the Company for the payment thereof. The Participant may elect to have the Company retain from payment on settlement
of the Award the number of shares of Common Stock (based on the closing price of the Company’s


 




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Common Stock on the Nasdaq Stock Market
on the vesting date) equal to the amount of any required withholding.


 


10.         Right
to Terminate Employment and Change Employment Terms.  No provision of this Agreement shall confer on the Participant
any right to continue in the employ or service of the Company or any Subsidiary or in any way affect any right or power that the
Company or any Subsidiary may otherwise have to terminate the employment or service of the Participant or to change any terms of
the Participant’s employment at any time with or without assigning a reason therefore.


 


11.         Change
in Capital Structure.  In accordance with the terms of the Plan, the terms of this Award shall be adjusted as the
Committee determines is equitably required in the event (a) the Company effects one or more stock dividends, stock split-ups, subdivisions
or consolidations of shares or (b) there occurs any other event which, in the judgment of the Committee necessitates such action.  Any
such adjustment shall be made in compliance with Code Section 409A.


 


12.         Confidentiality.  The
Participant agrees that, as a condition of receiving the Restricted Stock, the Participant shall not, unless otherwise required
by law, discuss or otherwise disclose to any person or entity any information contained in this Award, including but not limited
to the fact that the Participant received the Award and the number of shares of Restricted Stock granted herein.


 


13.         Governing
Law, Personal Jurisdiction and Service.  This Agreement shall be governed by, and interpreted in accordance with
the internal substantive laws of the State of Delaware, without giving effect to the principles of conflicts of law.  Each
party hereto irrevocably submits itself to the exclusive personal jurisdiction of the Federal and State courts sitting in
the State of Delaware, and hereby waives any claims it may have as to inconvenient forum.  Each party hereto also agrees
that service of process may be achieved by any form of mail addressed to the party to be served and requiring a signed receipt,
at the address provided in Section 14 of this Agreement or to the address provided to the Company or its Subsidiary.  


 


14.         Notice.  Any
notice or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed
by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:


 





	 	If to the Company:	NII Holdings, Inc.
	 	 	1875 Explorer Street, Suite 800
	 	 	Reston, VA 20190
	 	 	Attn: Shana C. Smith, Corporate Secretary




 




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	 	If to the Participant:	The personal address on file with the
	 	 	Human Resources department of the Company 
	 	 	or its Subsidiary.




  


Any such notice shall be deemed to have
been given (a) on the date of postmark, in the case of notice by mail, or (b) on the date of delivery, if delivered in person.


 


15.         Conflicts.  In
the event of any conflict between the provisions of the Plan as in effect on the date of grant and the provisions of this Agreement,
the provisions of the Plan shall govern.  


 


16.         Amendments.  Any
amendment to the Plan effected after the date hereof shall be deemed to be an amendment to this Agreement to the extent that the
amendment is applicable hereto; provided, however, that no such amendment shall adversely affect the right of the
Participant with respect to the Restricted Stock without the Participant’s consent.


 


17.         Participant
Bound by Plan.  The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof.


 


18.         Binding
Effect.  Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure
to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.


 


19.         Data
Privacy Consent.  As a condition of the grant of the Restricted Stock, the Participant hereby explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described
in this Section 19 by and among, as applicable, the Participant’s employer, the Company and its Subsidiaries and Affiliates,
for the exclusive purposes of implementing, administering and managing the Participant’s participation in the Plan.  The
Participant understands that the Company and its Subsidiaries hold certain personal information about him or her, including his
or her name, home address and telephone number, date of birth, social security or identity number, salary, nationality, job title,
any shares of stock or directorships held in the Company, details of all Restricted Stock or any other entitlement to shares of
stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the purpose of managing and administering
the Plan (“Data”).  The Participant further understands that the Company and/or its Subsidiaries will transfer
Data amongst themselves as necessary for the purpose of implementation, administration and management of his or her participation
in the Plan, and that the Company and/or any of its Subsidiaries may each further transfer Data to any third parties assisting
the Company in the implementation, administration and management of the Plan.  The Participant understands that these
recipients may be located in the U.S., South America, or elsewhere.  He or she authorizes them to receive, possess, use,
retain and transfer, in electronic or other form, for the purposes of implementing, administering and managing his or her participation
in the Plan, including any requisite transfer to a broker or other third party with whom he or she may elect to deposit any


 




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shares of stock acquired under the Plan,
such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on his or her
behalf.  The Participant understands that Data will be held only as long as is necessary to implement, administer and
manage the Participant’s participation in the Plan.  The Participant understands that the Participant may, at any
time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data
or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Corporate Secretary.  The
Participant understands, however, that refusing or withdrawing the Participant’s consent may affect his or her ability to
participate in the Plan.  For more information on the consequences of the Participant’s refusal to consent or withdrawal
of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.


 


IN WITNESS WHEREOF,
the Company has caused this Agreement to be signed on its behalf as of the «Day» day of «Month», «Year»,
and the Participant has affixed his signature hereto.


 


	 	NII HOLDINGS, INC.	 
	 	 	 	 
	 	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 


 


	 	PARTICIPANT
	 	 
	 	 
	 	«First_Name» «Last_Name»
	 	 
	 	Dated: 	 


  








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