exv10w3






Exhibit 10.3




NII HOLDINGS, INC.




Restricted Stock Award Agreement




(Directors)




     THIS AGREEMENT, dated as of the [DATE] day of [MONTH], [YEAR], between NII Holdings, Inc., a
Virginia corporation (the “Company”), and [DIRECTOR NAME] (“Participant”), is made pursuant to and
subject to the provision of the NII Holdings, Inc. 2004 Incentive Compensation 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 [AWARD DATE] (the “Award
Date”), awarded Participant [NUMBER OF SHARES SUBJECT TO 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 paragraph 5 below, Participant’s interest in the shares of
Restricted Stock shall be transferable and nonforfeitable (“Vested”) as follows: Thirty three and
one third percent (33 1/3%) of the shares of Restricted Stock shall become Vested as of the first
anniversary of the Award Date, an additional thirty three and one third percent (33 1/3%) of the
shares of Restricted Stock shall become Vested as of the second anniversary of the Award Date, and
the remaining thirty three and one third percent (33 1/3%) of the shares of Restricted Stock shall
become Vested as of the third anniversary of the Award Date. Any shares that have not previously
become Vested or forfeited, shall become Vested as of the date of a Change in Control.



     4. Death or Disability. Paragraph 3 to the contrary notwithstanding, if Participant
dies or becomes permanently and totally disabled within the meaning of section 22(e)(3) of the
Internal Revenue Code (“Disabled”), prior to the forfeiture of the shares of Restricted Stock under
Paragraph 5, all shares of Restricted Stock that are not then Vested shall become Vested as of the
date of Participant’s death or his becoming Disabled.



     5. Forfeiture. All shares of Restricted Stock that are not then Vested shall be
forfeited if Participant’s service on the Board terminates prior to the date such shares become
Vested in accordance with paragraphs 3 and 4 above.



 









 





     6. Custody of Certificates. Custody of stock certificates evidencing the Restricted
Stock shall be retained by the Company so long as the Restricted Stock is not Vested. The Company
shall deliver to Participant the stock certificates evidencing the Common Stock as soon as
practicable after the Restricted Stock becomes Vested.



     7. Stock Power. Participant shall deliver to the Company a stock power, endorsed in
blank, with respect to the Restricted Stock. The Company shall use the stock power to cancel any
shares of Restricted Stock that do not become Vested. The Company shall return the stock power to
Participant with respect to any shares of Restricted Stock that become Vested.



     8. Shareholder Rights. Participant will have the right to receive dividends on and to
vote the Restricted Stock.



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



     10. Withholding Taxes. If the Company shall be required to withhold any United States
federal, state, local or foreign income, social or other tax in connection with the Vesting of the
Award, Participant shall pay the tax or make provisions that are satisfactory to the Company for
the payment thereof.



     11. No Right to Continued Service. This Agreement does not confer upon Participant
any right with respect to continued service on the Board.



     12. 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.



     13. Governing Law. This Agreement shall be governed by the laws of the State of
Delaware.



     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 1000
	 

	 	 	 	Reston, VA 20190
	 

	 	 	 	Attn: Gary D. Begeman, Vice President,
	 

	 	 	 	General Counsel and Secretary






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	 	If to Participant:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 




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. All reference herein to the Plan shall mean the Plan as in effect on the Award Date.



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



     17. 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.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf as of the
[DATE] day of [MONTH], [YEAR], and the Participant has affixed his signature hereto.



NII HOLDINGS, INC.




By                                                             

Gary D. Begeman

Vice President and General Counsel




PARTICIPANT




                                                                 

[DIRECTOR NAME]




DATED:                                                  




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STOCK POWER




     The undersigned hereby sells, assigns and sets over to NII Holdings, Inc. (the “Company”)
                    shares of Common Stock pursuant to the provisions of Section 7 of the Restricted Stock
Award Agreement between the Company and the undersigned.



                                                            

[DIRECTOR NAME]




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