exv10w39






EXHIBIT 10.39




January 19, 2009




Mr. David Sach

The Willows

Heath Rise

Virginia Water, Surrey GU25 4AX

United Kingdom




Dear David,



I am pleased to confirm my offer to you for the position of Chief Financial Officer for Clearwire.
Outlined below are the specific details regarding your new role.




	 	 	 
	Start Date:

	 	February 2, 2009
	 
	 	 
	Reports to:

	 	Ben Wolff – Chief Executive Officer
	 
	 	 
	Location:

	 	Kirkland, WA
	 
	 	 
	Base salary:

	 	$500,000 annually (paid bi-weekly)
	 
	 	 
	Bonus Target:

	 	$500,000 paid annually based on company and individual performance.
	 
	 	 
	Stock Awards:

	 	150,000 Restricted Stock Units (RSUs) and 350,000 stock options with an expected date of grant within
30 days of starting with Clearwire. Both the options and RSUs vest over 4 years, 25% per year.
Details regarding these awards will be provided to you separately. You will also be targeted to
receive a grant of 150,000 stock options in September, 2009 based on your performance and the
performance of Clearwire. In addition, you are expected to participate in the normal course
performance based stock awards historically issued semi-annually. Please remember that all stock
awards are subject to approval by the Compensation Committee of the Board.
	 
	 	 
	Relocation:

	 	The company will reimburse you for all reasonable and customary expenses related to your relocation
to Kirkland. These benefits will include
	 
	 	 
	 

	 	•    Exploratory trip for you and your family.


	 
	 

	 	•    1-2 house hunting trips for you and your family.


	 
	 

	 	•    Reimbursement of lease expenses in the Seattle area for up to a 6 month period.


	 
	 

	 	•    Reimbursement of reasonable and customary closing costs on the sale of your current home.


	 
	 

	 	•    Reimbursement of R&C closing costs on the purchase of a new home in the Seattle area


	 
	 

	 	•    Shipment and storage of household goods


	 
	 

	 	•    Tax gross up on non-deductible relocation reimbursements


	 
	 	 
	 

	 	More information regarding relocation benefits will be forwarded to you separately.
	 
	 	 
	Benefits:

	 	In this role, you will participate in Clearwire’s benefit programs including medical, dental,
disability, life insurance and 401(K) plans.
	 
	 	 
	Time Off:

	 	You will be eligible for a total of 4 weeks of paid time off in accordance with the company’s
vacation and time off policies. In addition, Clearwire will grant you 5 floating holidays upon your
starting with the company.
	 
	 	 
	Severance 

Benefits:

	 	In the event, your employment is terminated involuntarily during your first 18 months with Clearwire
for a reason other than cause, or documented unsatisfactory job performance you will be eligible for
a severance benefit equal to 100% of your annual base salary and targeted annual bonus. “Cause” shall
have the correlative meaning set forth in Clearwire’s Change in Control Severance Plan dated March
25, 2008. Documented unsatisfactory job performance will be deemed to have occurred following a 90
day period during which you have been requested in writing by the Board to cure specific and material
job performance deficiencies and you have failed to do so as determined by the majority of the Board
members.






 









 





David, as we discussed, the terms and conditions of employment for our current officers relating to
a change in control, severance benefits, accelerated vesting of stock awards and health insurance
continuation are outlined in Clearwire’s Change in Control Plan Severance Plan. Benefits payable
under this plan are expected to continue in effect until November 28, 2010.



During 2009, we expect to evaluate on-going plans related to the terms and conditions of our
officers’ employment with the company. To the extent such plans are put on place they will be
extended to you in the same manner as other officers who report directly to the Chief Executive
Officer of the company. In the event such plans are not implemented it is our intention that your
severance benefit will remain in effect on an on-going basis subject to approval of the
Compensation Committee of the Board.



This offer is conditioned upon your executing the company’s Confidentiality and Intellectual
Property Agreement which will be modified to permit your subsequent employment at companies other
than those deploying WiMAX, LTE, EVDO or similar next generation technology or service in the
United Sates.



Subsequent to receipt of a signed offer letter and as a further condition for employment, Clearwire
conducts a reference/background check on prospective employees.  Clearwire reserves the right to
rescind the offer set forth in this letter based on the results of such screenings and may do so in
its sole discretion. 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 Mark Fanning,
4400 Carillon Point, Kirkland WA 98033 no later than January 23, 2009.



David, I am excited at the prospect of your joining the team and look forward to working with you
in building a great company.




Sincerely,




Mark Fanning

Vice-President –People Development



Accepted By:  /s/ DAVID SACH                                             Date Accepted: 
January 21, 2009