Filed by Bowne Pure Compliance





Exhibit 10.6




July 21, 2008




Matthew D. Hall

510 Ponte Vedra Boulevard

Ponte Vedra, FL 32082




Dear Matt:



This letter will confirm our discussion and mutual agreement regarding your separation from
permanent full time employment with Nelnet, Inc. (“Nelnet”) as of July 15, 2008 (the
“Termination Date”). As we have discussed, the terms of our agreement are as follows, and any
prior agreements or arrangements related to your employment are void.




	 	1.	 	Compensation and Benefits. You will receive the following compensation
and benefits, which exceed amounts Nelnet would otherwise be required to pay you
under our normal policies and procedures or any other law, rule or agreement:







	 	a.	 	In lieu of notice, in lieu of any other monies you may be entitled
to, and the provisions of this Agreement, the amount of four hundred fifty
three thousand eight hundred forty six dollars ($453,846), less applicable
taxes and other deductions (“Payment”). The Payment includes any amount you
may have been entitled to pursuant to the company’s incentive program for
2008. The Payment does not include your regular salary through July 15, 2008
and does not include accrued Earned Time Off, both of which have been paid to
you separately on or before July 18, 2008. The Payment will be paid to you
upon your execution of this Agreement.

	 
	 	b.	 	Effective July 31, 2008, your participation in Nelnet’s benefits,
including life insurance, disability insurance and ETO will cease in accordance with
plan provisions, but you will have access to COBRA benefits as required by law.
Effective July 15, 2008, your participation in the Nelnet 401(k) plan and the
Employee Stock Purchase Plan will cease in accordance with the provisions of those
plans. All shares of Nelnet Class A Common Stock in your name which have not vested
as of July 15, 2008 will be cancelled.

	 
	 	c.	 	You will receive Nelnet’s standard outplacement and career
assistance services package via Lee Hecht Harrison, at Nelnet’s expense.

	 
	 	d.	 	You may keep, without charge, your laptop computer, following Nelnet’s
Corporate Technology team’s removal of all Nelnet-owned data, programs and
applications.

	 
	 	e.	 	You will receive reimbursement for pre-approved business expenses
(written approval of Nelnet’s President or Chief Financial Officer is required)
which are incurred on behalf of Nelnet through July 15, 2008, upon submission of the
same and subject to Nelnet’s standard policies for payment of such expenses.





 


 









 











	 	2.	 	Waiver of Claims. In consideration of the amounts to be paid to you, you waive and
release Nelnet, Inc. and its employees, agents, officers, directors, and shareholders,
partners and affiliated companies; of and from any claims, demands, actions, charges, and
causes of action, known and unknown, which you may otherwise have against Nelnet relating to
or arising out of your employment with and separation from Nelnet and your compensation. The
foregoing waiver does not, however, apply to claims arising out of your actions as a corporate
officer which are eligible for indemnification as contemplated by Section 11 of this Agreement.
The foregoing waiver does apply to claims under Title VII of the Civil Rights Act of 1964, as
amended; the Employee Retirement Income Security Act of 1974, as amended; the Rehabilitation
Act of 1973, as amended; the Age Discrimination in Employment Act of 1967, as amended; Section
1981 of the Civil Rights Act of 1866; Executive Orders 11246 and 11478; the National Labor
Relations Act, as amended; the Fair Labor Standards Act of 1938, as amended; the Family and
Medical Leave Act of 1993; the Equal Pay Act of 1963, as amended, the Older Workers Benefit
Protection Act; the Americans with Disabilities Act; the Civil Rights Act of 1991; and any
other law or ordinance, or any other basis of action, up to and including the date you execute
this agreement. You further waive any rights and release Nelnet from any obligation to pay for
any leave benefits of any kind upon ending of employment, whether accrued or not, including
ETO and amounts pursuant to any incentive program.

	 
	 	3.	 	Other Items.







	 	a.	 	Confidentiality and Trade Secrets. This letter is confidential and may not be
disclosed to any other person except as required by law or to your spouse, accountants
or attorneys for legitimate purposes. You possess many trade secrets of Nelnet, such as
customer lists, marketing strategies and financial information, all of which you must
keep confidential at all times unless disclosure is authorized in writing by Nelnet.

	 
	 	b.	 	Agreement Not to Compete. For a period of twelve (12) months following the
Termination Date, you agree not to engage, either directly or indirectly, in owning,
managing, operating, joining, controlling, being employed by or participating in any
manner in the ownership, management, operation or control of, or to be connected in any
manner with any person, firm, corporation, company (other than Nelnet), partnership,
joint venture or the like which in any way, either directly or indirectly, is engaged in
any activity which is directly or indirectly competitive with Nelnet, without the prior
express written consent and permission of Nelnet, provided, however, the foregoing does
not prevent your ownership of shareholdings of 1% or less of publicly traded companies.
Notwithstanding the foregoing, the provisions of this paragraph shall only apply to
activities in which Nelnet was engaged as of the Termination Date and with which you
were involved during your employment. This Agreement shall supersede and terminate any
existing employment agreement, oral or written, between you and Nelnet. The period of
your agreement not to compete shall be extended to include any period of time in which
you are or were engaged in activities constituting a breach of this paragraph and any
period of time required to litigate with respect to such activities, provided such
litigation results in a finding that you were engaged in activities constituting a
breach hereof. You and Nelnet agree that a breach hereof will cause irreparable injury
to Nelnet, and that monetary damage would not provide an adequate remedy for such breach
and that therefore Nelnet may elect to have this paragraph specifically enforced by any
court having equity jurisdiction, without the requirement of posting bond or other
security.





 


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	 	c.	 	Nonsolicitation. You will not at any time for a period of twelve (12) months from and after
the Termination Date directly or indirectly solicit any employee of Nelnet to leave the employ
of their employer.

	 
	 	d.	 	Employment Inquiries. In keeping with our standard policies, Nelnet will answer external
employment-related inquiries by indicating only the position(s) held by you, your dates of
employment, your responsibilities, and a confirmation of your last salary. Please direct all
such inquiries to Nelnet’s People Services department. Notwithstanding the foregoing, in
consideration of the provisions of this agreement, as an exception to our usual approach, and
upon your specific request to Evan Roth or his successor as Executive Director of People
Services, Nelnet will provide a favorable employment reference on your behalf.

	 
	 	e.	 	Statements. You and Nelnet (on behalf of its officers, directors and employees authorized to
speak on behalf of Nelnet) each agree not to make written or oral statements or take any
action directly or indirectly, which you know or reasonably should know to be disparaging or
negative concerning the other party, and each party further agrees not to suggest to anyone
that any such statements be made or to urge or influence any person to make any such
statement. The parties will refrain from expressing any disparaging or negative opinions
concerning your resignation from Nelnet, and you will refrain from expressing any disparaging
or negative opinions concerning any of Nelnet’s officers, directors, or employees, or any
other matters relative to Nelnet’s reputation as an employer.

	 
	 	f.	 	Indemnification. As a former corporate officer of Nelnet, Nelnet will continue to provide you
with indemnification relating to events which occurred while you were a corporate officer, to
the fullest extent permitted under applicable law and Nelnet’s by-laws (including but not
limited to any director and officer liability insurance to the extent provided under Nelnet’s
policy).

	 
	 	g.	 	REVIEW AND REVOCATION PERIODS. YOU HAVE TWENTY ONE (21) DAYS FROM JULY 15, 2008 TO REVIEW AND
CONSIDER THIS AGREEMENT BEFORE SIGNING IT. YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY BEFORE
SIGNING THIS AGREEMENT. ALSO, YOU MAY REVOKE THIS AGREEMENT WITHIN SEVEN (7) DAYS OF SIGNING
IT, BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO: EVAN ROTH, 3015 S. PARKER RD. SUITE
400, AURORA, CO 80014. THE AGREEMENT WILL NOT BECOME EFFECTIVE OR ENFORCEABLE AND THE PAYMENTS
AND BENEFITS WILL NOT BE MADE OR BECOME EFFECTIVE UNTIL THE END OF THIS REVOCATION PERIOD. IF
YOU REVOKE THIS AGREEMENT, IT WILL NOT BE EFFECTIVE OR ENFORCED, AND YOU WILL NOT RECEIVE ANY
PAYMENTS HEREUNDER.

	 
	 	h.	 	The terms of this Agreement have been changed from that initially provided to you on
July 15, 2008. The changes were made as a result of negotiations between you and Nelnet.
It is agreed that the changes, whether material or immaterial, do not restart the running
of the 21 day period to review and consider the Agreement and that the running of the 21
day period shall be deemed to have started on July 15, 2008.





 


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	 	i.	 	In the event you sign this Agreement prior to the 21 day time period, you hereby state and
affirm that: (1) your decision to accept such shortening of time is knowing and
voluntary; (2) your decision to accept such shortening of time was not induced
by Nelnet through fraud or misrepresentation, and (3) your decision to accept
such shortening of time was not induced by Nelnet through a threat to withdraw
or alter the offer prior to the expiration of the 21 day time period, or by
providing different terms to employees who sign the release prior to the
expiration of such time period.

	 
	 	j.	 	This agreement shall be interpreted, construed and enforced in accordance with the laws
of the State of Nebraska.






Please return all company property to Russ Fitzhugh in Nelnet Corporate Technology, at 3015 S.
Parker Road, Suite 400, Aurora, CO 80014 (or to another appropriate Nelnet employee and
location designated by Nelnet), including but not limited to all files and customer
information and any other company property in your possession. Thank you for your service to
Nelnet Matt. We wish you all the best in the future. Please sign below to acknowledge your
agreement to the terms of this letter.



	 	 	 
	Sincerely,
	 
	 	 
	/s/ Mike Dunlap
	 	 
	 	 	 
	Mike Dunlap,
	 	 
	Chief Executive Officer
	 	 
	Nelnet, Inc.
	 	 






I have read and understand the terms of my mutual separation agreement from Nelnet as
described above. I am entering into this agreement voluntarily and have had an
opportunity to consult with an attorney before signing this agreement.



	 	 	 
	/s/ Matthew D. Hall
	 	 	 
	Matthew D. Hall
	 	 
	 
	Date: 7/21/08
	 	 







 


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