Exhibit 10.3
  
 NII HOLDINGS, INC. SEVERANCE PLAN
 Plan Document and Summary Plan Description
 As Amended and Restated Effective July 22, 2008




---



##### 



TABLE OF CONTENTS
 ARTICLE
    
    
    
    PAGEARTICLE I
    
    ADOPTION
    
    
    1ARTICLE II
    
    ELIGIBILITY
    
    
    2ARTICLE III
    
    INVOLUNTARY TERMINATION
    
    
    3ARTICLE IV
    
    CONDITIONS OF AWARD
    
    
    5ARTICLE V
    
    CALCULATION OF SEVERANCE PAY
    
    
    6ARTICLE VI
    
    PAYMENT OF SEVERANCE BENEFITS
    
    
    8ARTICLE VII
    
    OTHER BENEFITS
    
    
    9ARTICLE VIII
    
    DECISION FINAL AND BINDING
    
    
    10ARTICLE IX
    
    ADMINISTRATION
    
    
    11ARTICLE X
    
    CLAIMS PROCEDURE
    
    
    12ARTICLE XI
    
    FUNDING
    
    
    14ARTICLE XII
    
    AMENDMENT AND TERMINATION
    
    
    15ARTICLE XIII
    
    GENERAL PLAN INFORMATION AND ERISA RIGHTS
    
    
    16ARTICLE XIV
    
    MISCELLANEOUS
    
    
    19SCHEDULE I
    
    PARTICIPATING AFFILIATED COMPANIES
    
    
    S-I
 i




---



##### 



NII HOLDINGS, INC. SEVERANCE PLAN
 ARTICLE I
ADOPTION
   1




---



##### 



ARTICLE II
ELIGIBILITY
 Eligibility Employees
 (i)
    
    the employee is employed by the Company in the United States;
or(ii)
    
    the employee receives U.S. source earned income (within the
meaning of Internal Revenue Code Sections 911(d)(2) and 861(a)(3)); or(iii)
    
    the employee is a foreign division president of the Company;
or(iv)
    
    the employee reports directly to a foreign division president
of the Company and is classified as a Vice President Level I.
 Ineligible Individuals:
 (i)
    
    part time employees (employees who are regularly scheduled to
work less than 30 hours per week)(ii)
    
    temporary employees(iii)
    
    casual employees(iv)
    
    independent contractors(v)
    
    consultants(vi)
    
    contract personnel assigned to work at the Company by an
outside employment agency(vii)
    
    employees employed by the Company pursuant to a collective
bargaining agreement(viii)
    
    employees covered by an employment or separation agreement with the Company,
unless such agreement expressly provides that such employee may be considered
for an award of severance pay under the Plan.
 2




---



##### 



ARTICLE III
INVOLUNTARY TERMINATION
 Involuntary Termination
 Exclusions:
 (i)
    
    is terminated for cause, including but not limited to, failure to meet the
performance requirements of the position, policy violation, theft, gross
misconduct, etc.; or(ii)
    
    fails or refuses to return all Company property in the employees
possession, and/or fails to clear all expenses and other financial accounts,
as of the Separation Date, as defined in Section 5.01(iii). (Examples of
Company property include, without limitation: Company security badge, office
keys, and all Company documents, files and computer disks. Examples of
accounts to be cleared include, without limitation: the completion and
reconciliation of expense accounts and the pay-off of loans and other
financial obligations owing by the employee to the Company); or(iii)
    
    resigns or otherwise voluntarily terminates his or her employment; or(iv)
    
    is terminated by temporary layoff or furlough, except that if
the Company elects to convert the temporary layoff or furlough into a permanent
layoff, severance benefits may then be payable as of the effective date of
permanent layoff if the employee is otherwise eligible for benefits under the
Plan; or(v)
    
    is classified by the Company as a senior manager or below and
is offered a position within the Company (not involving relocation to an office
or location that is more than 50 miles away from the employees current place
of employment) and providing the same or greater Annual Earnings, as defined in
Section 5.01(i)) in lieu of termination, but fails or refuses to
 3




---



##### 



accept it; or is classified as a director or above and is offered a position
within the Company (not involving relocation to an office or location that
is more than 50 miles away from the employees current place of employment
and providing the same or greater Annual Earnings, as defined in Section
5.01(i), and that is classified at an equivalent or greater position level)
in lieu of termination, but fails or refuses to accept it; or
 (vi)
    
    is terminated because of the Companys sale or transfer of all or part of its
assets and he or she is offered employment with the buyer or transferee
company at the same or greater Annual Earnings, as defined in Section
5.01(i), which does not require relocation to an office or location that is
more than 50 miles away from the employees current place of employment; or(vii)
    
    is terminated in connection with the outsourcing of operational
functions, and he or she is offered employment by the outsourcing vendor at
the same or greater Annual Earnings, as defined in Section 5.01(i), which
does not require relocation to an office or location that is more than 50
miles away from the employees current place of employment; or(viii)
    
    is terminated for failure to return to work following a leave of absence; or(ix)
    
    retires; or(x)
    
    dies, at which time eligibility for severance benefits will end and all such
benefit payments will cease; or(xi)
    
    is separated from the Company because he or she is no longer able to
perform the essential functions of his or her job (with or without
reasonable accommodation) because of a disability; or(xii)
    
    accepts a position which requires relocation to an office or
location that is more than 50 miles away from the employees current place of
employment, but later declines to relocate when such relocation
becomes mandatory; or(xiii)
    
    is terminated for any reason (including those referred to in Section 3.01),
but thereafter (and prior to receipt of any severance pay hereunder) receives
an offer of reemployment or other position with the Company or, any such
purchaser or affiliate, whether or not he or she accepts such offer.
  4




---



##### 



ARTICLE IV
CONDITIONS OF AWARD
 Conditions of Award
 (i)
    
    acknowledging that the severance pay he or she is receiving
under the Plan represents the full amount payable to him or her under the Plan;(ii)
    
    releasing all known and unknown claims the employee has or may
have against the Company (not to include claims for benefits payable under the
terms of any other employee benefit plans of the Company); and(iii)
    
    in an appropriate case as determined by the Company, agreeing
that he or she will not provide services to a competitor during a specified
period.
   5




---



##### 



ARTICLE V
CALCULATION OF SEVERANCE PAY
 Calculation of Severance Pay
 (i)
    
    Annual Earnings means the annualized base salary of the
employee at the time of separation, without regard to overtime, bonus,
incentive payments or commission payments.(ii)
    
    Service means all periods of employment with the Company. It also
may include periods of employment with a company that was acquired by the
Company, if the employee was an active employee or on disability, military,
or other leave of absence at the time of the acquisition. Service does not
include any period of employment for which the employee has received
severance pay under the Plan or under any similar plan of the Company, or
any other predecessor company, or service before retirement from a
predecessor company.(iii)
    
    Separation Date means the last date of employment with the Company.
 Senior Managers and Below:
 (i)
    
    four (4) weeks of Annual Earnings, plus(ii)
    
    one (1) week of Annual Earnings for each full or partial year
of Service, plus(iii)
    
    additional weeks of Annual Earnings for each $10,000 of Annual Earnings
at or above $50,000 in accordance with the following schedule:
 Annual Earnings
    
    Additional Weeks Pay$50,000 to $69,999
    
    
    2$70,000 to $79,999
    
    
    4$80,000 to $89,999
    
    
    6$90,000 to $99,999
    
    
    8$100,000 and over
    
    Continue schedule at 2 weeks per $10,000.
  Directors and Senior Directors:
 6




---



##### 



Vice Presidents and Above:
 Other Severance Agreements
 7




---



##### 



ARTICLE VI
PAYMENT OF SEVERANCE BENEFITS
 Method of Payment
  Termination of Severance Payments:
 Employees Who Return to Work:
 8




---



##### 



9




---



##### 



ARTICLE VII
OTHER BENEFITS
 Other Benefits:
 10




---



##### 



ARTICLE VIII
DECISIONS FINAL AND BINDING
 Decisions Final and Binding
 11




---



##### 



ARTICLE IX
ADMINISTRATION
 Administration
 12




---



##### 



ARTICLE X
CLAIMS PROCEDURE
 Claims Procedure
   (i)
    
    the specific reasons for the denial (including references to
any pertinent Plan provisions on which the denial is based);(ii)
    
    if applicable, a description of any additional material or
information necessary for the claimant to perfect the claim, and an explanation
of why such material or information is necessary; and(iii)
    
    the claims review procedure, (including a statement of the
employees right to bring a civil action following a denial on review).
  13




---



##### 



14




---



##### 



ARTICLE XI
FUNDING
 Funding
 15




---



##### 



ARTICLE XII
AMENDMENT AND TERMINATION
 Amendment and Termination
 16




---



##### 



ARTICLE XIII
GENERAL PLAN INFORMATION
 General Plan Information:
    st st
 Plan Sponsor:
  Plan Administrator Information:
   
  Identification Numbers:
 17




---



##### 



Employer Identification Number:
    
    EIN
    
    
    91-1671412Plan Identification Number:
    
    PIN
    
    
    502
 Service of Legal Process
  
  Rights Under ERISA:
       18




---



##### 



19




---



##### 



ARTICLE XIV
MISCELLANEOUS
 Miscellaneous
       20




---



##### 



SCHEDULE I
 List of Participating Affiliated Companies of NII Holdings, Inc.
  S-1