exv4w1



 




Exhibit 4.1





2004 INCENTIVE COMPENSATION PLAN


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NII HOLDINGS, INC.



2004 Incentive Compensation Plan




Table of Contents



	 	 	 	 	 	 	 	 
	
    ARTICLE I DEFINITIONS
    	 	 	5	 
	 	
    
    1.01.
    

    	 	
    Accounting Firm
    	 	 	5	 
	 	
    
    1.02.
    

    	 	
    Administrator
    	 	 	5	 
	 	
    
    1.03.
    

    	 	
    Agreement
    	 	 	5	 
	 	
    
    1.04.
    

    	 	
    Award
    	 	 	5	 
	 	
    
    1.05.
    

    	 	
    Board
    	 	 	5	 
	 	
    
    1.06.
    

    	 	
    Change in Control
    	 	 	5	 
	 	
    
    1.07.
    

    	 	
    Code
    	 	 	6	 
	 	
    
    1.08.
    

    	 	
    Committee
    	 	 	6	 
	 	
    
    1.09.
    

    	 	
    Common Stock
    	 	 	6	 
	 	
    
    1.10.
    

    	 	
    Company
    	 	 	6	 
	 	
    
    1.11.
    

    	 	
    Control Change Date
    	 	 	6	 
	 	
    
    1.12.
    

    	 	
    Corresponding SAR
    	 	 	6	 
	 	
    
    1.13.
    

    	 	
    Dividend Equivalent Right
    	 	 	7	 
	 	
    
    1.14.
    

    	 	
    Exchange Act
    	 	 	7	 
	 	
    
    1.15.
    

    	 	
    Fair Market Value
    	 	 	7	 
	 	
    
    1.16.
    

    	 	
    Incentive Award
    	 	 	7	 
	 	
    
    1.17.
    

    	 	
    Initial Value
    	 	 	7	 
	 	
    
    1.18.
    

    	 	
    Option
    	 	 	7	 
	 	
    
    1.19.
    

    	 	
    Participant
    	 	 	7	 
	 	
    
    1.20.
    

    	 	
    Performance Criteria
    	 	 	7	 
	 	
    
    1.21.
    

    	 	
    Performance Shares
    	 	 	8	 
	 	
    
    1.22.
    

    	 	
    Plan
    	 	 	8	 
	 	
    
    1.23.
    

    	 	
    SAR
    	 	 	8	 
	 	
    
    1.24.
    

    	 	
    Stock Award
    	 	 	8	 
	 	
    
    1.25.
    

    	 	
    Stock Unit
    	 	 	8	 
	 	
    
    1.26.
    

    	 	
    Subsidiary
    	 	 	8	 
	
    ARTICLE II PURPOSES
    	 	 	8	 
	
    ARTICLE III ADMINISTRATION
    	 	 	9	 
	
    ARTICLE IV ELIGIBILITY
    	 	 	9	 
	
    ARTICLE V STOCK SUBJECT TO PLAN
    	 	 	10	 
	 	
    
    5.01.
    

    	 	
    Shares Issued
    	 	 	10	 
	 	
    
    5.02.
    

    	 	
    Aggregate Limit
    	 	 	10	 
	 	
    
    5.03.
    

    	 	
    Reallocation of Shares
    	 	 	10	 




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    ARTICLE VI OPTIONS
    	 	 	11	 
	 	
    
    6.01.
    

    	 	
    Award
    	 	 	11	 
	 	
    
    6.02.
    

    	 	
    Option Price
    	 	 	11	 
	 	
    
    6.03.
    

    	 	
    Maximum Option Period
    	 	 	11	 
	 	
    
    6.04.
    

    	 	
    Nontransferability
    	 	 	11	 
	 	
    
    6.05.
    

    	 	
    Transferable Options
    	 	 	11	 
	 	
    
    6.06.
    

    	 	
    Employee Status
    	 	 	12	 
	 	
    
    6.07.
    

    	 	
    Exercise
    	 	 	12	 
	 	
    
    6.08.
    

    	 	
    Payment
    	 	 	12	 
	 	
    
    6.09.
    

    	 	
    Change in Control
    	 	 	12	 
	 	
    
    6.10.
    

    	 	
    Shareholder Rights
    	 	 	12	 
	
    ARTICLE VII SARS
    	 	 	13	 
	 	
    
    7.01.
    

    	 	
    Award
    	 	 	13	 
	 	
    
    7.02.
    

    	 	
    Maximum SAR Period
    	 	 	13	 
	 	
    
    7.03.
    

    	 	
    Nontransferability
    	 	 	13	 
	 	
    
    7.04.
    

    	 	
    Transferable SARs
    	 	 	13	 
	 	
    
    7.05.
    

    	 	
    Exercise
    	 	 	13	 
	 	
    
    7.06.
    

    	 	
    Change in Control
    	 	 	13	 
	 	
    
    7.07.
    

    	 	
    Employee Status
    	 	 	14	 
	 	
    
    7.08.
    

    	 	
    Settlement
    	 	 	14	 
	 	
    
    7.09.
    

    	 	
    Shareholder Rights
    	 	 	14	 
	
    ARTICLE VIII STOCK AWARDS
    	 	 	14	 
	 	
    
    8.01.
    

    	 	
    Award
    	 	 	14	 
	 	
    
    8.02.
    

    	 	
    Vesting
    	 	 	14	 
	 	
    
    8.03.
    

    	 	
    Employee Status
    	 	 	14	 
	 	
    
    8.04.
    

    	 	
    Change in Control
    	 	 	15	 
	 	
    
    8.05.
    

    	 	
    Shareholder Rights
    	 	 	15	 
	
    ARTICLE IX PERFORMANCE SHARE AWARDS
    	 	 	15	 
	 	
    
    9.01.
    

    	 	
    Award
    	 	 	15	 
	 	
    
    9.02.
    

    	 	
    Earning the Award
    	 	 	15	 
	 	
    
    9.03.
    

    	 	
    Payment
    	 	 	15	 
	 	
    
    9.04.
    

    	 	
    Shareholder Rights
    	 	 	16	 
	 	
    
    9.05.
    

    	 	
    Nontransferability
    	 	 	16	 
	 	
    
    9.06.
    

    	 	
    Transferable Performance Shares
    	 	 	16	 
	 	
    
    9.07.
    

    	 	
    Employee Status
    	 	 	16	 
	 	
    
    9.08.
    

    	 	
    Change in Control
    	 	 	16	 




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    ARTICLE X INCENTIVE AWARDS
    	 	 	16	 
	 	
    
    10.01.
    

    	 	
    Award
    	 	 	16	 
	 	
    
    10.02.
    

    	 	
    Terms and Conditions
    	 	 	17	 
	 	
    
    10.03.
    

    	 	
    Payment
    	 	 	17	 
	 	
    
    10.04.
    

    	 	
    Nontransferability
    	 	 	17	 
	 	
    
    10.05.
    

    	 	
    Transferable Incentive Awards
    	 	 	17	 
	 	
    
    10.06.
    

    	 	
    Employee Status
    	 	 	17	 
	 	
    
    10.07.
    

    	 	
    Change in Control
    	 	 	17	 
	 	
    
    10.08.
    

    	 	
    Shareholder Rights
    	 	 	18	 
	
    ARTICLE XI STOCK UNITS
    	 	 	18	 
	 	
    
    11.01.
    

    	 	
    Award
    	 	 	18	 
	 	
    
    11.02.
    

    	 	
    Earning the Award
    	 	 	18	 
	 	
    
    11.03.
    

    	 	
    Payment
    	 	 	18	 
	 	
    
    11.04.
    

    	 	
    Nontransferability
    	 	 	18	 
	 	
    
    11.05.
    

    	 	
    Shareholder Rights
    	 	 	18	 
	 	
    
    11.06.
    

    	 	
    Change in Control
    	 	 	19	 
	
    ARTICLE XII DIVIDEND EQUIVALENT RIGHTS
    	 	 	19	 
	 	
    
    12.01.
    

    	 	
    Award
    	 	 	19	 
	 	
    
    12.02.
    

    	 	
    Payment
    	 	 	19	 
	 	
    
    12.03.
    

    	 	
    Nontransferability
    	 	 	19	 
	 	
    
    12.04.
    

    	 	
    Shareholder Rights
    	 	 	19	 
	
    ARTICLE XIII ADJUSTMENT UPON CHANGE IN COMMON
    STOCK
    	 	 	20	 
	
    ARTICLE XIV COMPLIANCE WITH LAW AND APPROVAL OF
    REGULATORY BODIES
    	 	 	20	 
	
    ARTICLE XV GENERAL PROVISIONS
    	 	 	20	 
	 	
    
    15.01.
    

    	 	
    Effect on Employment and Service
    	 	 	20	 
	 	
    
    15.02.
    

    	 	
    Unfunded Plan
    	 	 	21	 
	 	
    
    15.03.
    

    	 	
    Rules of Construction
    	 	 	21	 
	 	
    
    15.04.
    

    	 	
    Tax Withholding
    	 	 	21	 
	
    ARTICLE XVI AMENDMENT
    	 	 	21	 
	
    ARTICLE XVII DURATION OF PLAN
    	 	 	21	 
	
    ARTICLE XVIII EFFECTIVE DATE OF PLAN
    	 	 	21	 





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ARTICLE I



DEFINITIONS




1.01.     Accounting
Firm


     
Accounting Firm means the independent accounting
firm engaged to audit the Company’s financial statements.




1.02.     Administrator


     
Administrator means the Committee and any
delegate of the Committee that is appointed in accordance with
Article III. Notwithstanding the preceding sentence,
“Administrator” means the Board on any date on which
there is not a Committee.




1.03.     Agreement


     
Agreement means a written agreement (including
any amendment or supplement thereto) between the Company and a
Participant specifying the terms and conditions of an Award
granted to such Participant.




1.04.     Award


     
Award means an award of Performance Shares, or a
Stock Award, Stock Unit, Incentive Award, Option or SAR granted
to a Participant.




1.05.     Board


     
Board means the Board of Directors of the Company.




1.06.     Change
in Control


     
Change in Control means the occurrence of any of
the events set forth in any one of the following paragraphs:




		
	 	     
    (a) The Company is merged or consolidated or
    reorganized into or with another company or other legal entity,
    and as a result of such merger, consolidation or reorganization
    less than a majority of the combined voting power of the then
    outstanding securities of such resulting company or entity
    immediately after such transaction is held directly or
    indirectly in the aggregate by the holders of voting securities
    of the Company immediately prior to such transaction, including
    voting securities issuable upon the exercise or conversion of
    options, warrants or other securities or rights; or
    
	 
	 	     
    (b) The Company sells or otherwise transfers
    all or substantially all of its assets to another company or
    other legal entity, and as a result of such sale or other
    transfer of assets, less than a majority of the combined voting
    power of the then outstanding securities of such company or
    other entity immediately after such sale or transfer is held
    directly or indirectly in the aggregate by the holders of voting
    securities of the Company immediately prior to such sale or
    transfer, including voting securities issuable upon exercise or
    conversion of options, warrants or other securities or rights; or
    
	 
	 	     
    (c) Individuals who, as of the effective
    date of the Plan, constitute the Board (the “Incumbent
    Board”) cease for any reason to constitute at least a
    majority of the Board; provided, however, that any individual
    becoming a director subsequent to the Effective Date whose
    election, or nomination for election by the Company’s
    shareholders, was approved by a vote of at least two thirds of
    the directors then comprising the Incumbent Board shall be
    considered as though such individual were a member of the
    Incumbent Board, but excluding, for this purpose, any such
    individual whose initial assumption of office occurs as a result
    of an actual or threatened election contest with respect to the
    election or removal of directors or other actual or threatened
    solicitation of proxies or consents by or on behalf of a person
    or entity other than the Board; or
    




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(d) Approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company;
or



     
(e) An acquisition by an individual, entity
or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”)) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%
or more of either the then outstanding shares (“Outstanding
Company Stock”), or the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (“Outstanding
Company Voting Securities”), excluding, however, the
following: (i) any acquisition directly from the Company
other than the acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was
itself acquired directly from the Company, (ii) any
acquisition by the Company or any of its subsidiaries, or
(iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any of
its subsidiaries; or



     
(f) Approval by the Board of Directors of
the Company of a resolution that a Change in Control has
occurred.



     
Notwithstanding the foregoing, a “Change in
Control” shall not be deemed to have occurred by virtue of
the consummation of any transaction or series of integrated
transactions immediately following which the recordholders of
the common stock of the Company immediately prior to such
transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.




1.07.     Code


     
Code means the Internal Revenue Code of 1986, and
any amendments thereto.




1.08.     Committee


     
Committee means the Compensation Committee of the
Board.




1.09.     Common
Stock


     
Common Stock means the common stock of the
Company.




1.10.     Company


     
Company means NII Holdings, Inc.




1.11.     Control
Change Date


     
Control Change Date means the date on which a
Change in Control occurs. If a Change in Control occurs on
account of a series of transactions, the Control Change Date is
the date of the last of such transactions.




1.12.     Corresponding
SAR


     
Corresponding SAR means an SAR that is granted in
relation to a particular Option and that can be exercised only
upon the surrender to the Company, unexercised, of that portion
of the Option to which the SAR relates.



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1.13.     Dividend
Equivalent Right


     
Dividend Equivalent Right means the rights
granted under Section 12.01 of the Plan.




1.14.     Exchange
Act


     
Exchange Act means the Securities Exchange Act of
1934, as amended from time to time.




1.15.     Fair
Market Value


     
Fair Market Value means, on any given date, the
reported “closing” price of a share of Common Stock on
the NASDAQ National Market System or the Principal Stock
Exchange on which the Common Stock is traded, or if the Common
Stock was not so traded on such day, then on the next preceding
day that the Common Stock was so traded.




1.16.     Incentive
Award


     
Incentive Award means a cash-denominated Award
which, subject to the terms and conditions as may be prescribed
by the Administrator, entitles the Participant to receive a
payment, in cash or Common Stock, Stock Units or a combination
of cash, Common Stock and Stock Units from the Company or a
Subsidiary.




1.17.     Initial
Value



     
Initial Value means, with respect to a
Corresponding SAR, the option price per share of the related
Option and, with respect to an SAR granted independently of an
Option, the price per share of Common Stock as determined by the
Administrator on the date of the grant; provided, however, that
the price per share of Common Stock encompassed by the grant if
an SAR shall not be less than Fair Market Value on the date of
grant. Except for an adjustment authorized under
Article XIII, the Initial Value may not be reduced (by
amendment or cancellation of the sale or otherwise) after the
date of grant.





1.18.     Option


     
Option means a stock option that entitles the
holder to purchase from the Company a stated number of shares of
Common Stock at the price set forth in an Agreement, which is
not intended to comply with Code Section 422.




1.19.     Participant


     
Participant means an employee of the Company or a
Subsidiary, a member of the Board or the board of directors of a
Subsidiary or any consultant or advisor to the Company or a
Subsidiary who satisfies the requirements of Article IV and
is selected by the Administrator to receive an Award.




1.20.     Performance
Criteria


     
Performance Criteria means one or more of
(a) cash flow and/or free cash flow (before or after
dividends), (b) earnings per share as defined by the
Company, (c) EBITDA (as defined by the Company),
(d) the price of Common Stock, (e) return on equity,
(f) total shareholder return, (g) return on capital
(including return on total capital or return on invested
capital), (h) return on assets or net assets,
(i) market capitalization, (j) total enterprise value
(market capitalization plus debt), (k) economic value added
(or equivalent metric), (l) debt leverage (debt to
capital), (m) revenue, (n) income (including net
income, operating income, pre or after-tax income or income from
continuing operations), (o) operating profit or net
operating profit, (p) operating margin or profit margin,
(q) return on operating revenue, (r) cash from
operations, (s) operating ratio, (t) cash flow per
share, (u) market share (v) subscriber growth (on a
gross or net basis), (w) churn, (x) capital
expenditures, and (y) expense levels. Measurement of
Performance Criteria against goals excludes the impact of
charges for restructurings, discontinued operations,
extraordinary items, and other unusual or non-recurring items,
and the cumulative effects of accounting changes, each as
defined by Generally Accepted Accounting Principles and as
identified in the financial statements or Management’s



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Discussion and Analysis in the Annual Report.
Performance Criteria may be established on a Company-wide basis,
with respect to one or more business units, divisions or
subsidiaries; and in either absolute terms or relative to the
performance of one or more comparable companies or an index
covering multiple companies.





1.21.     Performance
Shares


     
Performance Shares means an Award, in the amount
determined by the Administrator and specified in an Agreement,
stated with reference to a specified number of shares of Common
Stock or Stock Units, that entitles the holder to receive a
payment for each specified share equal to the Fair Market Value
of Common Stock on the date of payment.




1.22.     Plan


     
Plan means the NII Holdings, Inc. 2004 Incentive
Compensation Plan.




1.23.     SAR


     
SAR means a stock appreciation right that
entitles the holder to receive, with respect to each share of
Common Stock encompassed by the exercise of such SAR, the
excess, if any, of the Fair Market Value at the time of exercise
over the Initial Value. References to “SARs” include
both Corresponding SARs and SARs granted independently of
Options, unless the context requires otherwise.




1.24.     Stock
Award


     
Stock Award means Common Stock or Stock Units
awarded to a Participant under Article VIII, including
shares issued in settlement of benefit obligations under the
Company’s incentive compensation or deferral plan or any
successor thereto.




1.25.     Stock
Unit


     
Stock Unit means an Award, in the amount
determined by the Administrator and specified in an Agreement,
stated with reference to a specified number of shares of Common
Stock, that entitles the holder to receive a payment for each
Stock Unit equal to the Fair Market Value of a share of Common
Stock on the date of payment. Each Stock Unit Award shall be
adjusted (from the date of grant to the date of payment), to
reflect the payment of dividends on the comparable number of
shares of Common Stock and the adjustment shall be in the form
of additional Stock Units as if such dividends had been invested
in Common Stock on the dividend payment date.




1.26.     Subsidiary


     
Subsidiary means a corporation, partnership,
joint venture, unincorporated association or other entity in
which the Corporation has a direct or indirect ownership or
other equity interest that represents, directly or indirectly,
more than 50 percent of the total combined voting power
represented by all classes of stock or other ownership or equity
interest units issued by such corporation, partnership, joint
venture, unincorporated association or other entity.




ARTICLE II



PURPOSES


     
The Plan is intended to assist the Company and
its Subsidiaries in recruiting and retaining individuals with
ability and initiative by enabling such persons to participate
in the future success of the Company and its Subsidiaries and to
associate their interests with those of the Company and its
shareholders. The Plan is intended to permit the grant of
Options, SARs, Stock Awards, Stock Units, Incentive Awards and
Performance Shares. The proceeds received by the Company from
the sale of Common Stock pursuant to this Plan shall be used for
general corporate purposes.



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ARTICLE III



ADMINISTRATION



     
The Plan shall be administered by the
Administrator. The Administrator shall have authority to grant
Awards, upon such terms (not inconsistent with the provisions of
this Plan), as the Administrator may consider appropriate;
provided, however, that for 2004 no Awards may be made covering
an aggregate number of shares of Common Stock in excess of
4,000,000. Such terms may include conditions (in addition to
those contained in this Plan) on the exercisability of all or
any part of an Option or SAR or on the transferability or
forfeitability of a Stock Award, Stock Unit, Incentive Award or
an award of Performance Shares, including by way of example and
not of limitation, requirements that the Participant complete a
specified period of employment or service with the Company or a
Subsidiary, requirements that the Company achieve a specified
level of financial performance or that the Company achieve a
specified level of financial return. Notwithstanding any such
conditions, the Administrator may, in its discretion, accelerate
the time at which any Option or SAR may be exercised, or the
time at which a Stock Award may become transferable or
nonforfeitable or both, or the time at which an award of
Performance Shares, Stock Unit or Incentive Award may be
settled. In addition, the Administrator shall have complete
authority to interpret all provisions of this Plan; to prescribe
the form of Agreements; to adopt, amend, and rescind rules and
regulations pertaining to the administration of the Plan; and to
make all other determinations necessary or advisable for the
administration of this Plan. The express grant in the Plan of
any specific power to the Administrator shall not be construed
as limiting any power or authority of the Administrator. Any
decision made, or action taken, by the Administrator in
connection with the administration of this Plan shall be final
and conclusive. Neither the Administrator nor any member of the
Committee shall be liable for any act done in good faith with
respect to this Plan or any Agreement or Award. All expenses of
administering this Plan shall be borne by the Company, a
Subsidiary or a combination thereof.




     
The Committee, in its discretion, may delegate to
one or more officers of the Company all or part of the
Committee’s authority and duties with respect to grants and
awards to individuals who are not subject to the reporting and
other provisions of Section 16 of the Exchange Act. The
Committee may revoke or amend the terms of a delegation at any
time but such action shall not invalidate any prior actions of
the Committee’s delegate or delegates that were consistent
with the terms of the Plan.




     
Any other provision of this Plan to the contrary
notwithstanding, the Committee may, in its discretion, specify
that grants and Awards to any United States national who is
employed by the Company or provides services to the Company or a
Subsidiary outside of the United States, or to any foreign
national who is employed by the Company or provides services to
the Company or a Subsidiary, can be made on such terms and
conditions that are different from those specified in the Plan
and which, in the judgment of the Committee, are necessary and
desirable to further the purposes of the Plan; other than with
respect to (i) the applicable individual limitation on
grants and awards set forth in Plan sections 6.01, 7.01, 8.01,
9.01, 10.01 and 11.01; and (ii) the criteria for
establishing the Option price described in Plan section 6.02 or
SAR Initial Value.





ARTICLE IV



ELIGIBILITY


     
Any employee of the Company, any member of the
Board, any employee or director of a Subsidiary (including a
corporation that becomes a Subsidiary after the adoption of this
Plan) or any consultant or advisor to the Company or a
Subsidiary is eligible to participate in this Plan if the
Administrator, in its sole discretion, determines that such
person has contributed or can be expected to contribute to the
profits or growth of the Company or a Subsidiary.



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ARTICLE V



STOCK SUBJECT TO PLAN



5.01.     Shares
Issued


     
Upon the Award of shares of Common Stock pursuant
to a Stock Award or in settlement of an Award of Performance
Shares, Stock Units or Incentive Award, the Company may issue
shares of Common Stock from its authorized but unissued Common
Stock. Upon the exercise of any Option or SAR the Company may
deliver to the Participant (or the Participant’s broker if
the Participant so directs), shares of Common Stock from its
authorized but unissued Common Stock.




5.02.     Aggregate
Limit



     
(a) The maximum aggregate number of shares
of Common Stock that may be issued under this Plan, pursuant to
the exercise of SARs and Options, the grant of Stock Awards and
the settlement of Performance Shares, Stock Units and Incentive
Awards is 19,800,000 shares plus any shares of Common Stock
remaining available for grant under the NII Holdings, Inc. 2002
Management Incentive Plan (the Prior Plan) on the effective date
of the Plan. The maximum aggregate number of shares that may be
issued under this Plan shall be subject to adjustment as
provided in Article XIII.




     
(b) With respect to grants of SARs and
Options, the maximum aggregate number of shares shall be reduced
by one share of Common Stock for each share of Common Stock
issued pursuant to such grants. With respect to all other Awards
made under the Plan, the maximum aggregate number of shares
shall be reduced by one and one-half shares of Common Stock for
each share of Common Stock issued under such Awards.



     
(c) Any Awards that are substituted pursuant
to Article XIII shall not reduce the shares of Common Stock
authorized for issuance under the Plan or authorized for grant
to a Participant in any calendar year. In the event that a
company acquired by the Company or any Subsidiary or with which
the Company or any Subsidiary combines has shares available
under a pre-existing plan approved by shareholders and not
adopted in contemplation of such acquisition or combination, the
shares available for grant pursuant to the terms of such
pre-existing plan (as adjusted, to the extent appropriate, using
the exchange ratio or other adjustment or valuation ratio or
formula used in such acquisition or combination to determine the
consideration payable to the holders of common stock of the
entities party to such acquisition or combination) may be used
for Awards under the Plan and shall not reduce the maximum
aggregate number of shares of Common Stock authorized for
issuance under the Plan; provided that Awards using such
available shares shall not be made after the date awards or
grants could have been made under the terms of the pre-existing
plan absent the acquisition or combination, and shall only be
made to individuals who were not employees or directors of the
Company or any Subsidiary prior to such acquisition or
combination.



     
(d) Awards made as a material inducement to
a person becoming an employee of the Company or any Subsidiary,
including new employees in connection with a merger or
acquisition, or a former employee being rehired as an employee
following a bona fide period of interruption of employment,
shall not reduce the maximum aggregate number of shares of
Common Stock authorized for issuance under the Plan if the
Committee determines to not grant such Awards under the Plan.



     
(e) Shares of Common Stock issued pursuant
to elective deferred compensation accounts that are credited as
deferred Stock Units shall not reduce the maximum aggregate
number of shares of Common Stock authorized for issuance under
the Plan.




5.03.     Reallocation
of Shares


     
(a) If any shares of Common Stock subject to
an Award or to an award under the Prior Plan are forfeited,
expire or otherwise terminate without the issuance of shares of
Common Stock or any Award under the Prior Plan is settled for
cash or otherwise does not result in the issuance of all or a
portion of the shares of Common Stock subject to such Award or
award under the Prior Plan, the shares of Common Stock shall, to



A-10








 




the extent of such forfeiture, expiration,
termination, cash settlement or non-issuance, again be available
for Awards under the Plan, subject to paragraph (d) below.




     
(b) If shares of Common Stock are
surrendered either actually or by attestation or withheld
(i) pursuant to the exercise of an Option or other Award
under the Plan or award under the Prior Plan or (ii) in
satisfaction of tax withholding requirements with respect to
Awards under the Plan or awards under the Prior Plan, the number
of shares surrendered or withheld may be reallocated to other
Awards to be granted under this Plan.



     
(c) Shares of Common Stock reacquired by the
Company on the open market using cash acquired pursuant to the
exercise of an Option shall be available for Awards under the
Plan. Cash proceeds include payment of the Option price and the
value of the Company’s tax deduction on the Option gain.
The increase in shares of Common Stock available pursuant to the
repurchase of shares of Common Stock with such proceeds shall
not be greater than the amount of such proceeds divided by the
Fair Market Value of a share of Common Stock on the date of
exercise of the Option giving rise to such Option proceeds.




     
(d) Any shares of Common Stock that are
reallocated pursuant to this Section 5.03 shall increase
the maximum aggregate number of shares available for issuance
under the Plan by one share of Common Stock if such shares were
subject to Options or SARs granted under the Plan and as one and
on-half shares of Common Stock if such shares were subject to
Awards other than Options or SARs granted under the Plan.





ARTICLE VI



OPTIONS



6.01.     Award


     
In accordance with the provisions of
Article IV, the Administrator will designate each
individual to whom an Option is to be granted and will specify
the number of shares of Common Stock covered by each such Award;
provided, however that no Participant may be granted Options in
any calendar year covering more than 1,000,000 shares of Common
Stock.




6.02.     Option
Price



     
The price per share for Common Stock purchased on
the exercise of an Option shall be determined by the
Administrator on the date of grant, but shall not be less than
the Fair Market Value on the date the Option is granted. Except
for an adjustment authorized under Article XIII, the Option
price may not be reduced (by amendment or cancellation of the
Option or otherwise) after the date of grant.





6.03.     Maximum
Option Period


     
The maximum period in which an Option may be
exercised shall be ten years from the date such Option was
granted. The terms of any Option may provide that it has a term
that is less than such maximum period.




6.04.     Nontransferability


     
Except as provided in Section 6.05, each
Option granted under this Plan shall be nontransferable except
by will or by the laws of descent and distribution. In the event
of any transfer of an Option (by the Participant or his
transferee), the Option and any Corresponding SAR that relates
to such Option must be transferred to the same person or persons
or entity or entities. Except as provided in Section 6.05,
during the lifetime of the Participant to whom the Option is
granted, the Option may be exercised only by the Participant. No
right or interest of a Participant in any Option shall be liable
for, or subject to, any lien, obligation, or liability of such
Participant.




6.05.     Transferable
Options


     
Section 6.04 to the contrary
notwithstanding, if the Agreement provides, an Option may be
transferred by a Participant to the Participant’s children,
grandchildren, spouse, one or more trusts for the benefit of such



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family members or a partnership in which such
family members are the only partners, on such terms and
conditions as may be permitted under Securities Exchange
Commission Rule 16b-3 as in effect from time to time. The
holder of an Option transferred pursuant to this Section shall
be bound by the same terms and conditions that governed the
Option during the period that it was held by the Participant;
provided, however, that such transferee may not transfer the
Option except by will or the laws of descent and distribution.
In the event of any transfer of an Option (by the Participant or
his transferee), the Option and any Corresponding SAR that
relates to such Option must be transferred to the same person or
persons or entity or entities.





6.06.     Employee
Status


     
In the event that the terms of any Option provide
that it may be exercised only during employment or continued
service or within a specified period of time after termination
of employment or service, the Administrator may decide to what
extent leaves of absence for governmental or military service,
illness, temporary disability, or other reasons shall not be
deemed interruptions of continuous employment or service.




6.07.     Exercise


     
Subject to the provisions of this Plan and the
applicable Agreement, an Option may be exercised in whole at any
time or in part from time to time at such times and in
compliance with such requirements as the Administrator shall
determine. An Option granted under this Plan may be exercised
with respect to any number of whole shares less than the full
number for which the Option could be exercised. A partial
exercise of an Option shall not affect the right to exercise the
Option from time to time in accordance with this Plan and the
applicable Agreement with respect to the remaining shares
subject to the Option. The exercise of an Option shall result in
the termination of any Corresponding SAR to the extent of the
number of shares with respect to which the Option is exercised.




6.08.     Payment


     
Unless otherwise provided by the Agreement,
payment of the Option price shall be made in cash or a cash
equivalent acceptable to the Administrator or to the extent
permitted under the Agreement, by a cashless exercise through a
securities broker. Subject to rules established by the
Administrator, payment of all or part of the Option price may be
made with shares of Common Stock which have been owned by the
Participant for at least six months and which have not been used
for another Option exercise during the prior six months. If
Common Stock is used to pay all or part of the Option price, the
sum of the cash and cash equivalent and the Fair Market Value
(determined as of the day preceding the date of exercise) of the
shares surrendered must not be less than the Option price of the
shares for which the Option is being exercised.




6.09.     Change
in Control


     
Section 6.07 to the contrary
notwithstanding, unless an outstanding Option is assumed,
replaced or converted to an equivalent award by the continuing
entity, each outstanding Option shall be fully exercisable (in
whole or in part at the discretion of the holder) upon a Change
in Control. Any such replacement Awards shall be fully
exercisable, vested or earned if the Participant is terminated
within twenty-four months of a Change in Control in a
circumstance that requires the payment of severance under the
NII Holdings, Inc. Change of Control Protection Plan or the NII
Holdings, Inc. Severance Policy or any successors or substitutes
for such plans. An Option that becomes exercisable pursuant to
this Section 6.09 shall remain exercisable thereafter in
accordance with the terms of the Agreement.




6.10.     Shareholder
Rights


     
No Participant shall have any rights as a
shareholder with respect to shares subject to his Option until
the date of exercise of such Option.



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ARTICLE VII



SARS



7.01.     Award


     
In accordance with the provisions of
Article IV, the Administrator will designate each
individual to whom SARs are to be granted and will specify the
number of shares covered by each such Award; provided, however,
no Participant may be granted SARs in any calendar year covering
more than 1,000,000 shares of Common Stock. For purposes of the
foregoing limit, an Option and Corresponding SAR shall be
treated as a single Award.




7.02.     Maximum
SAR Period


     
The maximum period in which an SAR may be
exercised shall be ten years from the date such SAR was granted.
The terms of any SAR may provide that it has a term that is less
than such maximum period.




7.03.     Nontransferability


     
Except as provided in Section 7.04, each SAR
granted under this Plan shall be nontransferable except by will
or by the laws of descent and distribution. In the event of any
such transfer, a Corresponding SAR and the related Option must
be transferred to the same person or persons or entity or
entities. Except as provided in Section 7.04, during the
lifetime of the Participant to whom the SAR is granted, the SAR
may be exercised only by the Participant. No right or interest
of a Participant in any SAR shall be liable for, or subject to,
any lien, obligation, or liability of such Participant.




7.04.     Transferable
SARs


     
Section 7.03 to the contrary
notwithstanding, if the Agreement provides, an SAR, may be
transferred by a Participant to the Participant’s children,
grandchildren, spouse, one or more trusts for the benefit of
such family members or a partnership in which such family
members are the only partners, on such terms and conditions as
may be permitted under Securities Exchange Commission
Rule 16b-3 as in effect from time to time. The holder of an
SAR transferred pursuant to this Section shall be bound by the
same terms and conditions that governed the SAR during the
period that it was held by the Participant; provided, however,
that such transferee may not transfer the SAR except by will or
the laws of descent and distribution. In the event of any
transfer of a Corresponding SAR (by the Participant or his
transferee), the Corresponding SAR and the related Option must
be transferred to the same person or person or entity or
entities.




7.05.     Exercise


     
Subject to the provisions of this Plan and the
applicable Agreement, an SAR may be exercised in whole at any
time or in part from time to time at such times and in
compliance with such requirements as the Administrator shall
determine. An SAR granted under this Plan may be exercised with
respect to any number of whole shares less than the full number
for which the SAR could be exercised. A partial exercise of an
SAR shall not affect the right to exercise the SAR from time to
time in accordance with this Plan and the applicable Agreement
with respect to the remaining shares subject to the SAR. The
exercise of a Corresponding SAR shall result in the termination
of the related Option to the extent of the number of shares with
respect to which the SAR is exercised.




7.06.     Change
in Control


     
Section 7.05 to the contrary
notwithstanding, unless the outstanding SAR is assumed,
converted or replaced with an equivalent award by the continuing
entity, each outstanding SAR shall be fully exercisable (in
whole or in part at the discretion of the holder) upon a Change
in Control. Any such replacement Awards shall be fully
exercisable, vested or earned if the Participant is terminated
within twenty-four months of a Change in Control in a
circumstance that requires the payment of severance under the
NII Holdings, Inc.



A-13








 




Change of Control Protection Plan or the NII
Holdings, Inc. Severance Policy or any successors or substitutes
for such plans. An SAR that becomes exercisable pursuant to this
Section 7.06 shall remain exercisable thereafter in
accordance with the terms of the Agreement.





7.07.     Employee
Status


     
If the terms of any SAR provide that it may be
exercised only during employment or continued service or within
a specified period of time after termination of employment or
service, the Administrator may decide to what extent leaves of
absence for governmental or military service, illness, temporary
disability or other reasons shall not be deemed interruptions of
continuous employment or service.




7.08.     Settlement


     
At the Administrator’s discretion, the
amount payable as a result of the exercise of an SAR may be
settled in cash, Common Stock, or a combination of cash and
Common Stock. No fractional share will be deliverable upon the
exercise of an SAR but a cash payment will be made in lieu
thereof.




7.09.     Shareholder
Rights


     
No Participant shall, as a result of receiving an
SAR, have any rights as a shareholder of the Company until the
date that the SAR is exercised and then only to the extent that
the SAR is settled by the issuance of Common Stock.




ARTICLE VIII



STOCK AWARDS



8.01.     Award


     
In accordance with the provisions of
Article IV, the Administrator will designate each
individual to whom a Stock Award is to be made and will specify
the number of shares of Common Stock covered by each such Award;
provided, however, that no Participant may receive Stock Awards
in any calendar year for more than 500,000 shares of Common
Stock.




8.02.     Vesting


     
The Administrator, on the date of the Award, may
prescribe that a Participant’s rights in a Stock Award
shall be forfeitable or otherwise restricted for a period of
time or subject to such conditions as may be set forth in the
Agreement. The restrictions set forth in the Agreement must
include a period of restriction for at least three years;
provided, however, that such restrictions shall not apply in the
case of a Stock Award granted in connection with the settlement
of Performance Shares, Stock Awards or an Incentive Award or in
the case of a substitute Award pursuant to Article XIII or
in settlement of benefit obligations under the Company’s
incentive compensation or deferral plans. By way of example and
not of limitation, the restrictions may postpone transferability
of the shares or may provide that the shares will be forfeited
if the Participant separates from the service of the Company and
its Subsidiaries before the expiration of a stated period. The
Administrator, in its discretion, may waive the requirements for
vesting or transferability for all or part of the shares subject
to a Stock Award in connection with a Participant’s
termination of employment or service.




8.03.     Employee
Status


     
In the event that the terms of any Stock Award
provide that shares may become transferable and nonforfeitable
thereunder only after completion of a specified period of
employment or service, the Administrator may decide in each case
to what extent leaves of absence for governmental or military
service, illness, temporary disability, or other reasons shall
not be deemed interruptions of continuous employment or service.



A-14








 




8.04.     Change
in Control



     
Sections 8.02 and 8.03 to the contrary
notwithstanding, unless an outstanding Stock Award is assumed,
replaced or converted to an equivalent award by the continuing
entity, each outstanding Stock Award shall be transferable and
nonforfeitable upon a Change in Control. Any such replacement
Awards shall be fully exercisable, vested or earned if the
Participant is terminated within twenty-four months of a Change
in Control in a circumstance that requires the payment of
severance under the NII Holdings, Inc. Change of Control
Protection Plan or the NII Holdings, Inc. Severance Policy or
any successors or substitutes for such plan.





8.05.     Shareholder
Rights


     
Prior to their forfeiture (in accordance with the
applicable Agreement and while the shares of Common Stock
granted pursuant to the Stock Award may be forfeited or are
nontransferable), a Participant will have all the rights of a
shareholder with respect to a Stock Award, including the right
to receive dividends and vote the shares; provided, however,
that during such period (i) a Participant may not sell,
transfer, pledge, exchange, hypothecate, or otherwise dispose of
shares of Common Stock granted pursuant to a Stock Award,
(ii) the Company shall retain custody of the certificates
evidencing shares of Common Stock granted pursuant to a Stock
Award, and (iii) the Participant will deliver to the
Company a stock power, endorsed in blank, with respect to each
Stock Award. The limitations set forth in the preceding sentence
shall not apply after the shares of Common Stock granted under
the Stock Award are transferable and are no longer forfeitable.




ARTICLE IX



PERFORMANCE SHARE AWARDS



9.01.     Award


     
In accordance with the provisions of
Article IV, the Administrator will designate each
individual to whom an Award of Performance Shares is to be made
and will specify the number of shares of Common Stock covered by
each such Award; provided, however, that no Participant may
receive an Award of Performance Shares in any calendar year for
more than 500,000 shares of Common Stock.




9.02.     Earning
the Award


     
The Administrator, on the date of the grant of an
Award, shall prescribe that the Performance Shares, or a portion
thereof, will be earned, and the Participant will be entitled to
receive payment pursuant to the Award of Performance Shares,
only upon the satisfaction of performance objectives or such
other criteria as may be prescribed by the Administrator and set
forth in the Agreement. The restrictions set forth in the
Agreement must include the attainment of performance objectives,
including performance objectives stated with reference to
Performance Criteria; provided, however, that such restrictions
shall not apply in the case of a Stock Award granted in
connection with the settlement of Performance Shares, Stock
Awards or an Incentive Award or in the case of a substitute
Award pursuant to Article XIII. By way of example and not
of limitation, the performance objectives or other criteria may
provide that the Performance Shares will be earned only if the
Participant remains in the employ or service of the Company or a
Subsidiary for a stated period and that the Company, a
Subsidiary, the Company and its Subsidiaries or the Participant
achieve stated objectives. Notwithstanding the preceding
sentences of this Section 9.02, the Administrator, in its
discretion, may reduce the duration of the performance period
and may adjust the performance objectives for outstanding
Performance Shares in connection with a Participant’s
termination of employment or service.




9.03.     Payment


     
In the discretion of the Administrator, the
amount payable when an Award of Performance Shares is earned may
be settled in cash, by the issuance of Common Stock, grant of
Stock Units or a combination of



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cash, Common Stock and/or Stock Units. A
fractional share shall not be deliverable when an Award of
Performance Shares is earned, but a cash payment will be made in
lieu thereof.





9.04.     Shareholder
Rights


     
No Participant shall, as a result of receiving an
Award of Performance Shares, have any rights as a shareholder
until and to the extent that the Award of Performance Shares is
earned and settled by the issuance of Common Stock. After an
Award of Performance Shares is earned, if settled completely or
partially in Common Stock, a Participant will have all the
rights of a shareholder with respect to such Common Stock.




9.05.     Nontransferability


     
Except as provided in Section 9.06,
Performance Shares granted under this Plan shall be
nontransferable except by will or by the laws of descent and
distribution. No right or interest of a Participant in any
Performance Shares shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.




9.06.     Transferable
Performance Shares



     
Section 9.05 to the contrary
notwithstanding, if the Agreement provides, an Award of
Performance Shares may be transferred by a Participant to the
Participant’s children, grandchildren, spouse, one or more
trusts for the benefit of such family members or a partnership
in which such family members are the only partners, on such
terms and conditions as may be permitted under Securities
Exchange Commission Rule 16b-3 as in effect from time to
time. The holder of Performance Shares transferred pursuant to
this Section shall be bound by the same terms and conditions
that governed the Performance Shares during the period that they
were held by the Participant; provided, however, that such
transferee may not transfer Performance Shares except by will or
the laws of descent and distribution.





9.07.     Employee
Status


     
In the event that the terms of any Performance
Share Award provide that no payment will be made unless the
Participant completes a stated period of employment or service,
the Administrator may decide to what extent leaves of absence
for government or military service, illness, temporary
disability, or other reasons shall not be deemed interruptions
of continuous employment or service.




9.08.     Change
in Control


     
Section 9.02 to the contrary
notwithstanding, upon a Change in Control, unless an outstanding
Performance Share Award is assumed, replaced or converted to an
equivalent award by the continuing entity, each outstanding
Performance Share Award shall be earned pro-rata based on the
fraction (using nearest whole months) of the performance period
that has elapsed from the beginning of the performance period
until the Control Change Date. Any such replacement Awards shall
be fully exercisable, vested or earned if the Participant is
terminated within twenty-four months of a Change in Control in a
circumstance that requires the payment of severance under the
NII Holdings, Inc. Change of Control Protection Plan or the NII
Holdings, Inc. Severance Policy or any successors or substitutes
for such plans.. The amount payable for Performance Shares that
are earned pursuant to this Section 9.08 shall be settled
in cash or Common Stock or a combination of cash and Common
Stock as determined by the Administrator in its discretion on
the first day following the Control Change Date.




ARTICLE X



INCENTIVE AWARDS



10.01.     Award


     
The Administrator shall designate Participants to
whom Incentive Awards are made. All Incentive Awards shall be
finally determined exclusively by the Administrator under the
procedures established by the



A-16








 




Administrator. With respect to an Incentive Award
based on a performance period of one year, no Participant may
receive an Incentive Award payment in any calendar year that
exceeds $2,000,000. With respect to an Incentive Award based on
a performance period of more than one year, no Participant may
receive an Incentive Award payment in any calendar year that
exceeds the product of (i) $200,000 and (ii) the number of
months in the performance period.





10.02.     Terms
and Conditions


     
The Administrator, at the time an Incentive Award
is made, shall specify the terms and conditions which govern the
Award. Such terms and conditions shall prescribe that the
Incentive Award shall be earned only upon, and to the extent
that, performance objectives are satisfied during a performance
period of at least one year but no more than five years after
the grant of the Incentive Award. The restrictions set forth in
the Agreement must include the attainment of performance
objectives, including performance objectives stated with
reference to Performance Criteria. By way of example and not of
limitation, the performance objectives may provide that the
Incentive Award will be earned only if the Company, a Subsidiary
or the Company and its Subsidiaries or the Participant achieve
stated objectives, including objectives stated with reference to
Performance Criteria. The Administrator, at the time an
Incentive Award is made, shall also specify when amounts shall
be payable under the Incentive Award and whether amounts shall
be payable in the event of the Participant’s death,
disability, or retirement.




10.03.     Payment


     
In the discretion of the Administrator, the Award
payable when an Incentive Award is earned, may be settled in
cash, by the issuance of Common Stock, grant of Stock Units, or
a combination of cash, Common Stock and/or Stock Units.




10.04.     Nontransferability


     
Except as provided in Section 10.05,
Incentive Awards granted under this Plan shall be
nontransferable except by will or by the laws of descent and
distribution. No right or interest of a Participant in an
Incentive Award shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.




10.05.     Transferable
Incentive Awards


     
Section 10.04 to the contrary
notwithstanding, if provided in an Agreement, an Incentive Award
may be transferred by a Participant to the Participant’s
children, grandchildren, spouse, one or more trusts for the
benefit of such family members or to a partnership in which such
family members are the only partners, on such terms and
conditions as may be permitted by Rule 16b-3 under the
Exchange Act as in effect from time to time. The holder of an
Incentive Award transferred pursuant to this Section shall be
bound by the same terms and conditions that governed the
Incentive Award during the period that it was held by the
Participant; provided, however, that such transferee may not
transfer the Incentive Award except by will or the laws of
descent and distribution.




10.06.     Employee
Status


     
If the terms of an Incentive Award provide that a
payment will be made thereunder only if the Participant
completes a stated period of employment or service, the
Administrator may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability
or other reasons shall not be deemed interruptions of continuous
employment or service.




10.07.     Change
in Control


     
Section 10.02 to the contrary
notwithstanding, unless an outstanding Incentive Award is
assumed, replaced or converted to an equivalent award by the
continuing entity, upon a Change in Control, each outstanding
Incentive Award shall be earned pro-rata based on the fraction
(using nearest whole months) of the performance period that has
elapsed from the beginning of the performance period until the
Control



A-17








 




Change Date. Any such replacement Awards shall be
fully exercisable, vested or earned if the Participant is
terminated within twenty-four months of a Change in Control in a
circumstance that requires the payment of severance under the
NII Holdings, Inc. Change of Control Protection Plan or the NII
Holdings, Inc. Severance Policy or any successors or substitutes
for such plans.





10.08.     Shareholder
Rights


     
No Participant shall, as a result of receiving an
Incentive Award, have any rights as to shareholder of the
Company or any Subsidiary on account of such Award until, and
except to the extent that, the Incentive Award is earned and
settled in shares of Common Stock.




ARTICLE XI



STOCK UNITS



11.01.     Award


     
In accordance with the provisions of
Article IV, the Administrator will designate each
individual to whom an Award of Stock Units is to be made and
will specify the number of Stock Units covered by such Awards;
provided, however, that no Participant may be awarded Stock
Units for more than 500,000 shares of Common Stock in any
calendar year.




11.02.     Earning
the Award



     
The Administrator, on the date of grant of the
Award, may prescribe that the Stock Units or a portion thereof,
will be earned only upon, and the Participant will be entitled
to receive a payment pursuant to the Award of Stock Units, only
upon the satisfaction of performance objectives or such other
criteria as may be prescribed by the Administrator and set forth
in the Agreement. The restrictions set forth in the Agreement
must include a period of restriction of at least three years or
the attainment of performance objectives, including performance
objectives stated with reference to Performance Criteria;
provided, however, that such restrictions shall not apply in the
case of a Stock Unit granted in connection with the Settlement
of Performance Shares, Stock Awards or an Incentive Award or in
the case of a substitute Award pursuant to Article XIII. By
way of example and not of limitation, the Performance Criteria
or other criteria may provide that the Stock Units will be
earned only if the Participant remains in the employ or service
of the Company or a Subsidiary for a stated period or that the
Company, a Subsidiary, the Company and its Subsidiaries or the
Participant achieve stated objectives including performance
objectives stated with reference to Performance Criteria.
Notwithstanding the preceding sentences of this Section 11.02,
the Administrator, in its discretion, may reduce the duration of
the performance period and may adjust the performance objectives
for outstanding Stock Units in connection with a
Participant’s termination of employment or service.





11.03.     Payment


     
In accordance with the Agreement, the amount
payable when an award of Stock Units is earned may be settled in
cash, Common Stock or a combination of cash and Common Stock. A
fractional share shall not be deliverable when an Award of Stock
Units is earned, but a cash payment will be made in lieu thereof.




11.04.     Nontransferability


     
A Participant may not sell, transfer, pledge,
exchange, hypothecate, or otherwise dispose of a Stock Unit
Award other than by will or the laws of descent and
distribution. The limitations set forth in the preceding
sentence shall not apply to Common Stock issued as payment
pursuant to a Stock Unit Award.




11.05.     Shareholder
Rights


     
No Participant shall, as a result of receiving a
Stock Unit Award, have any rights as a shareholder of the
Company or Subsidiary until and to the extent that the Stock
Units are earned and settled in shares of



A-18








 




Common Stock. After Stock Units are earned and
settled in shares of Common Stock, a Participant will have all
the rights of a shareholder with respect to such shares.





11.06.     Change
in Control


     
Section 11.02 to the contrary
notwithstanding, unless an outstanding Stock Unit is assumed,
replaced or converted to an equivalent award by the continuing
entity, each Stock Unit shall be earned in its entirety as of a
Control Change Date without regard to whether any Performance
Criteria or other condition to which the award is subject have
been met. Any such replacement Awards shall be fully
exercisable, vested or earned if the Participant is terminated
within twenty-four months of a Change in Control in a
circumstance that requires the payment of severance under the
NII Holdings, Inc. Change of Control Protection Plan or the NII
Holdings, Inc. Severance Policy or any successors or substitutes
for such plans.




ARTICLE XII



DIVIDEND EQUIVALENT RIGHTS



12.01.     Award


     
If provided in an Agreement, any Option, SAR or
Stock Award granted hereunder will accrue Dividend Equivalent
Rights on such dates as dividends are declared and actually paid
to shareholders of the Company following the grant of such
Option, SAR or Stock Award. The amount of the Dividend
Equivalent Right shall be based on the number of shares of
Common Stock subject to the Option, SAR or Stock Award granted
to the Participant.




12.02.     Payment



     
Upon exercise of the Option or SAR, or the
vesting of a Stock Award, the amount of accrued Dividend
Equivalent Rights may be settled in cash, Common Stock or a
combination of cash and Common Stock. A fractional share shall
not be deliverable when accrued Dividend Equivalent Rights are
settled, but a cash payment will be made in lieu thereof.






12.03.     Nontransferability



     
A Participant may not sell, transfer, pledge,
exchange, hypothecate, or otherwise dispose of earned Dividend
Equivalent Rights other than by will or the laws of descent and
distribution. The limitations set forth in the preceding
sentence shall not apply to Common Stock issued as payment
pursuant to a Dividend Equivalent Rights.





12.04.     Shareholder
Rights



     
No Participant shall, as a result of receiving
Dividend Equivalent Rights, have any rights as a shareholder of
the Company or Subsidiary until and to the extent that the
Dividend Equivalent Rights are earned and settled in shares of
Common Stock. After Dividend Equivalent Rights are earned and
settled in shares of Common Stock, a Participant will have all
the rights of a shareholder with respect to such shares.




ARTICLE XIII



ADJUSTMENT UPON CHANGE IN COMMON
STOCK



     
The maximum number of shares as to which Awards
may be granted under this Plan; and the terms of outstanding
Awards; and the per individual limitations on the number of
shares of Common Stock for which Awards may be granted shall be
adjusted as the Committee shall determine to be equitably
required in the event that (a) the Company (i) effects
one or more stock dividends, stock split-ups, subdivisions or
consolidations of shares or (ii) engages in a transaction
to which Section 424 of the Code applies, or (b) there




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occurs any other event which, in the judgment of
the Committee necessitates such action. Any determination made
under this Article XIII by the Committee shall be final and
conclusive.




     
The issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any
class, for cash or property, or for labor or services, either
upon direct sale or upon the exercise of rights or warrants to
subscribe therefore, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be
made with respect to, the maximum number of shares as to which
Awards may be granted, the per individual limitations on the
number of shares of Common Stock for which Awards may be granted
or the terms of outstanding Awards.



     
The Committee may make Awards in substitution for
performance shares, phantom shares, stock awards, stock options,
stock appreciation rights, or similar awards held by an
individual who becomes an employee of the Company or a
Subsidiary in connection with a transaction or event described
in the first paragraph of this Article XIII.
Notwithstanding any provision of the Plan (other than the
limitation of Section 5.02), the terms of such substituted
Awards shall be as the Committee, in its discretion, determines
is appropriate.




ARTICLE XIV



COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY
BODIES


     
No Option or SAR shall be exercisable, no Common
Stock shall be issued, no certificates for shares of Common
Stock shall be delivered, and no payment shall be made under
this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which
the Company is a party, and the rules of all domestic stock
exchanges on which the Company’s shares may be listed. The
Company shall have the right to rely on an opinion of its
counsel as to such compliance. Any share certificate issued to
evidence Common Stock when a Stock Award is granted, a
Performance Share, Incentive Award or Stock Unit is settled or
for which an Option or SAR is exercised may bear such legends
and statements as the Administrator may deem advisable to assure
compliance with federal and state laws and regulations. No
Option or SAR shall be exercisable, no Stock Award, Stock Unit
or Performance Share shall be granted, no Common Stock shall be
issued, no certificate for shares shall be delivered, and no
payment shall be made under this Plan until the Company has
obtained such consent or approval as the Administrator may deem
advisable from regulatory bodies having jurisdiction over such
matters.




ARTICLE XV



GENERAL PROVISIONS



15.01.     Effect
on Employment and Service


     
Neither the adoption of this Plan, its operation,
nor any documents describing or referring to this Plan (or any
part thereof), shall confer upon any individual any right to
continue in the employ or service of the Company or a Subsidiary
or in any way affect any right or power of the Company or a
Subsidiary to terminate the employment or service of any
individual at any time with or without assigning a reason
therefore.




15.02.     Unfunded
Plan


     
The Plan, insofar as it provides for grants,
shall be unfunded, and the Company shall not be required to
segregate any assets that may at any time be represented by
grants under this Plan. Any liability of the Company to any
person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created
pursuant to this Plan. No such obligation of the Company shall
be deemed to be secured by any pledge of, or other encumbrance
on, any property of the Company.



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15.03.     Rules
of Construction


     
Headings are given to the articles and sections
of this Plan solely as a convenience to facilitate reference.
The reference to any statute, regulation, or other provision of
law shall be construed to refer to any amendment to or successor
of such provision of law.




15.04.     Tax
Withholding


     
Each Participant shall be responsible for
satisfying any income and employment tax withholding obligation
attributable to participation in this Plan. In accordance with
procedures established by the Administrator, a Participant may
surrender shares of Common Stock, or receive fewer shares of
Common Stock than otherwise would be issuable, in satisfaction
of all or part of that obligation.




ARTICLE XVI



AMENDMENT


     
The Board may amend or terminate this Plan from
time to time; provided, however, that no amendment may become
effective until shareholder approval is obtained if (i) the
amendment increases the aggregate number of shares of Common
Stock that may be issued under the Plan (other than an
adjustment pursuant to Article XIII) or (ii) the
amendment changes the class of individuals eligible to become
Participants. No amendment shall, without a Participant’s
consent, adversely affect any rights of such Participant under
any Award outstanding at the time such amendment is made.




ARTICLE XVII



DURATION OF PLAN


     
No Award may be granted under this Plan more than
ten years after the earlier of the date the Plan is adopted by
the Board or the date that the Plan is approved in accordance
with Article XVIII. Awards granted before that date shall
remain valid in accordance with their terms.




ARTICLE XVIII



EFFECTIVE DATE OF PLAN



     
Options, SARs, Incentive Awards, Stock Units and
Performance Shares may be granted under this Plan upon its
adoption by the Board, provided that no Option, SAR, Incentive
Award, Stock Units or Performance Shares shall be effective or
exercisable unless this Plan is approved by a majority of the
votes by the Company’s shareholders entitled to vote and
present, either in person or by proxy, at a duly held
shareholders’ meeting at which a quorum is present or by
unanimous consent. Stock Awards may be granted under this Plan,
upon the later of its adoption by the Board or its approval by
shareholders in accordance with the preceding sentence.




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