exv10w40










EXHIBIT 10.40




March 6, 2009




Benjamin G. Wolff

2300 Carillon Point

Kirkland, WA 98033




Dear Ben,



On behalf of the Board of Directors of Clearwire Corporation, I am pleased to confirm our offer to
you for the position of Co-Chairman for Clearwire Corporation. This offer has been approved by the
Compensation Committee of the Board. Outlined below are the specific details regarding your new
position with Clearwire.




	 	 	 
	Start Date:

	 	March 10, 2009
	 
	 	 
	Reports to:

	 	Board of Directors
	 
	 	 
	Location:

	 	Kirkland, WA
	 
	 	 
	Base salary:

	 	$750,000 annually (paid bi-weekly)
	 
	 	 
	Bonus Target:

	 	100% of base salary paid annually based on company and individual
performance. You will be eligible for a full year bonus for 2009 to be
paid in March, 2010. Your bonus for 2008 will be paid in March 2009 as
scheduled.
	 
	 	 
	Stock Awards:

	 	2,000,000 Restricted Stock Units (RSUs) and 1,000,000 stock options
with an expected date of grant of the start date. Both the options and
RSUs vest over 4 years, 25% per year. Upon any termination of
employment, whether voluntary or involuntary, the exercise period for
all vested Clearwire stock options that you hold shall be extended
until the end of their term. Details regarding your new awards will be
provided to you separately.
	 
	 	 
	Benefits:

	 	You will be eligible for the same benefits offered to the company’s CEO.
	 
	 	 
	Time Off:

	 	You will be eligible for a total paid time off consistent with that
offered to the company’s CEO, and you will be credited with all accrued
vacation time to date. You will continue to be eligible for the three
month paid sabbatical referenced in your prior offer letter.
	 
	Non-compete:

	 	The term of your existing non-compete shall continue until the first
anniversary of your voluntary separation from the company, or, in the
case of involuntary termination other than for cause or constructive
termination, the date of such termination, at which time your
non-compete agreement shall expire and be of no further force or
effect.











	 	 	 
	Severance 

Benefits:

	 	You have agreed to waive your severance benefits under
Clearwire’s Change in Control Severance Plan dated
March 25, 2008 (the “Plan”), and you acknowledge that
you are not entitled to any compensation under the
Plan either now or in the future.
	 
	 	 
	 

	 	In the event, your employment as Co-Chairman is
terminated involuntarily for a reason other than
cause, or in the event of constructive termination,
the vesting on all of your stock compensation awards
will be accelerated by two years.

	 
	Other Compensation:

	 	The company will pay you $1,500,000 on the Start Date,
and an additional $3,000,000 on January 4, 2010 which
shall be paid without condition or exception.





While we expect that your tenure at Clearwire will be successful, please understand that your
employment, like that of all of our employees, is terminable at will, meaning that either you or
the Company can end the employment relationship at any time for any reason.



Please indicate your acceptance of this offer by signing below and returning it to Craig McCaw,
2300 Carillon Point, Kirkland, WA 98033 no later than March 12, 2009.




Sincerely,




Craig McCaw

Chairman of the Board







	 	 	 	 
	/s/ BENJAMIN G. WOLFF

	 	MARCH 7, 2009	 
	   	 
	Accepted

	 	Date