exv10w26



 





Exhibit 10.26



[FORM OF NII HOLDINGS, INC. CHANGE OF CONTROL SEVERANCE PLAN]


NII HOLDINGS, INC.




CHANGE OF CONTROL SEVERANCE PLAN




     1. General Statement of Purpose. The Board of Directors (the “Board”) of
NII Holdings, Inc. (the “Company”) has considered the effect a change of
control of the Company may have on key management employees of the Company and
its subsidiaries. Given the level of acquisition and change of control
activity in today’s business environment, the Board recognizes and understands
the concerns such employees have for their careers. The possible occurrence of
a change of control transaction may cause key management employees to consider
major career changes in an effort to assure financial security for themselves
and their families. The Board believes it is imperative to diminish the
inevitable distraction of key management employees by virtue of the personal
uncertainties and risks created by pending or threatened change of control and
to encourage the full attention and dedication of those employees to the
Company currently and in the event of any threatened or pending change of
control, and to provide the Company’s key management employees with
compensation and benefit arrangements upon a change of control which ensure
that the compensation and benefit expectations of those employees will be
satisfied and which are competitive with those of comparable companies.



     The Board recognizes that the possibility of a change of control exists
and desires to assure itself of both the present and future continuity of
management, desires to establish certain severance benefits for certain of its
employees applicable in a change of control, and wishes to ensure that such
employees are not practically disabled from discharging their duties in respect
of a proposed or actual transaction involving a change of control.



     2. Effective and Termination Dates. The Plan shall be effective as of
July 23, 2003 (the “Effective Date”). The Plan will automatically terminate
when all benefits payable hereunder have been paid.



     3. Definitions. Where the following words and phrases appear in the Plan,
they shall have the respective meanings set forth below:



          (a) “Accrued Benefits” means Base Salary, Equity Compensation and other
cash or non-cash benefits earned, vested, or accrued prior to a Covered
Employee’s termination under Section 4(b), as well as reimbursement for
reasonable and necessary business expenses incurred by a Covered Employee prior
to termination under Section 4(b) and in accordance with the Company’s
applicable expense reimbursement policies.



          (b) “Base Salary” means, with respect to each Covered Employee, the annual
base salary, exclusive of any bonus, special pay (including any retention pay)
or other benefits he or she may receive, but without giving effect to any
salary reductions authorized by the Covered Employee under any qualified or
non-qualified deferred compensation plan of an Employer, in effect (i) on the
date immediately preceding the date of the relevant Change of Control or (ii)
on the
date of the Covered Employee’s termination of employment with his or her
Employer, whichever is the highest.



 









 





          (c) “Cause” shall mean with respect to any Covered Employee:




          (i) conviction of a felony involving an intentional act of
fraud, embezzlement or theft in connection with his employment with
an Employer;




          (ii) intentional wrongful damage to property, contractual
interests or business relationships of an Employer; or




          (iii) intentional wrongful disclosure of secret processes or
confidential information of an Employer in violation of any
agreement with or policy of the Employer.


For purposes of the Plan, no act or failure to act on the part of the Covered
Employee shall be deemed “intentional” if it was due primarily to an error in
judgment or negligence, but shall be deemed “intentional” only if done or
omitted to be done by the Covered Employee not in good faith and without
reasonable belief that his action or omission was in the best interest of his
or her Employer. Nothing herein will limit the right of the Covered Employee
or his beneficiaries to contest the validity or propriety of any such
determination.




          (d) “Change of Control” means the occurrence of any of the following
events:




          (i) 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




          (ii) 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




          (iii) Individuals who, as of the Effective Date, 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



2









 






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




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




          (v) 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: (x) 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, (y) any
acquisition by the Company or any of its subsidiaries, or (z) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any of its subsidiaries;
or




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



          (e) “Code” means the Internal Revenue Code of 1986, as amended, or any
successor thereto.



          (f) “Covered Employee” means any individual to whom the Plan applies
pursuant to Section 4(a) below.



          (g) “Employee Benefits” means benefits provided to all employees in
similarly situated positions to a Covered Employee under the Company’s pension
(qualified and nonqualified), welfare and fringe benefit plans, programs,
policies and agreements.



          (h) “Employer” means the Company, each of its wholly owned subsidiaries,
and any other subsidiary of the Company to which the Plan has been extended by
the Board (or by the Compensation Committee of the Board) and which has adopted
the Plan with the consent of the Company.



          (i) “Equity Compensation” means stock options, restricted stock,
performance shares and other equity incentive awards.



3









 





          (j) “Good Reason” means, with respect to any Covered Employee:




          (i) any significant and adverse change in or substantial
reduction of the Covered Employee’s duties, responsibilities and
authority, as compared in each case to the corresponding
circumstances in place on the date immediately preceding the first
occurrence of a Change of Control after the Effective Date (the
“Reference Date”); or




          (ii) a relocation of the principal work location at which the
Covered Employee is based on the Reference Date to a location more
than 40 miles away from such location or a requirement by the
Company that the Covered Employee travel on Company business to a
substantially greater extent than as compared in each case to the
corresponding circumstances prior to the Reference Date; or




          (iii) a reduction in Base Salary, Target Bonus or bonus
potential not agreed to by the Covered Employee, or any other
significant adverse financial consequences associated with the
Covered Employee’s employment in comparison to the corresponding
circumstances in place on the Reference Date; or




          (iv) a discontinuance of Employee Benefits following a Change
in Control that, in the aggregate, reduces the actuarial equivalent
value of Employee Benefits available to the Covered Employee prior
to the Change in Control; or




          (v) a failure by the Company to comply with any provisions of
this Plan, other than an isolated, insubstantial and inadvertent
failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the
Covered Employee; or




          (vi) a failure by any successor after a Change of Control has
occurred to assume and agree to perform the obligations under the
Plan.


Any good faith determination by the Covered Employee that “Good Reason” exists
will be presumptively correct for purposes of this Plan.




          (k) “Plan” means the NII Holdings, Inc. Change of Control Severance Plan.



          (l) “Severance Compensation” means Severance Pay and other benefits
provided by Sections 5(a) and (b).



          (m) “Severance Pay” means the amounts payable as set forth in Sections
5(a) and (b).



          (n) “Severance Period” means the period of time commencing on the date of
the first occurrence of a Change of Control and continuing until the earlier of
(i) eighteen (18) months after such date or (ii) the Covered Employee’s death.



4









 





          (o) “Target Bonus” means the amount obtained by multiplying the Covered
Employee’s target bonus percentage as established and in effect for the Covered
Employee (i) on the Reference Date, or (ii) on the date of the Covered
Employee’s termination of employment with his or her Employer, whichever is the
highest, by the Covered Employee’s Base Salary.



     4. Eligibility; Termination Following a Change of Control.



          (a) Subject to the limitations described below, the Plan applies to all
individuals who are recognized by an Employer as regular full-time salaried
employees in any of the salary grade levels (as determined on the Effective
Date, and adjusting as appropriate for any changes to the Company’s system of
classifying employees by salary grade level implemented subsequent to such
date) or as otherwise designated in Exhibit A, who are a select group of highly
compensated or management employees and either (i) employed by an Employer on
or after the date that (x) the Company enters into a definitive agreement
providing for a Change of Control, (y) a third party publicly announces a bona
fide intention to commence a tender offer for outstanding voting securities of
the Company or otherwise to take actions that are reasonably designed and
expected to result in a Change of Control or (z) a Change of Control otherwise
occurs (the date described in the foregoing clauses (x), (y) or (z) and (ii)
below, as appropriate, the “Trigger Date”) or (ii) terminated prior to the date
on which a Change of Control occurs, and if it is reasonably demonstrated by
the Covered Employee that such termination of employment was at the request of
a third party who has taken steps reasonably calculated to effect a Change of
Control or otherwise arose in connection with or anticipation of a Change of
Control, then for purposes of this Agreement the Trigger Date shall mean the
date immediately prior to the date of such termination of employment.



          (b) A Covered Employee will be entitled to the Severance Compensation
described in Section 5 if (i) the Covered Employee’s employment is terminated
by an Employer during the Severance Period or prior thereto as provided in
Section 4(a)(ii) and such termination is without Cause and is not described in
Subsection (d) of this Section, or (ii) the Covered Employee voluntarily
terminates his employment with his Employer during the Severance Period for
Good Reason.



          (c) A termination of employment described in Subsection (b) of this
Section will not affect any rights that the Covered Employee may have pursuant
to any agreement, policy, plan, program or arrangement of the Company or any
other Employer providing Employee Benefits, which rights shall be governed by
the terms thereof. Notwithstanding the preceding sentence, the Severance
Compensation actually provided to such Covered Employee as described in Section
5 under and pursuant to this Plan shall be reduced by any cash severance
payable pursuant to any other Company severance plan or program.



          (d) Notwithstanding the preceding provisions of this Section, a Covered
Employee will not be entitled to Severance Compensation if his employment with
an Employer is terminated during the Severance Period for Cause or because:




          (i) of the Covered Employee’s retirement or voluntary
withdrawal from employment, other than as described in Subsection
(b)(ii) of this Section;



5









 






          (ii) of the Covered Employee’s death;




          (iii) the Covered Employee becomes permanently disabled within
the meaning of, and begins actually to receive disability benefits
pursuant to, the long-term disability plan in effect for, or
applicable to, the Covered Employee;




          (iv) of the Covered Employee’s failure to return to work after
a temporary lay-off; or




          (v) of the Covered Employee’s withdrawal or loss of employment
due to personal leave, other than as described in Subsection (b)(ii)
of this Section.



     5. Severance Compensation.



          (a) If a Covered Employee’s employment is terminated in circumstances that
entitle the Covered Employee to Severance Compensation pursuant to Section
4(b), the Company will: (i) pay to the Covered Employee as Severance Pay in a
single lump sum payment the amounts set forth in Exhibit A within thirty (30)
days after the termination date, (ii) for certain of the Covered Employees
designated in Exhibit A, pay COBRA continuation coverage premiums (as provided
in Section 5(b) below) pursuant to COBRA, (iii) provide the Covered Employee
with outplacement assistance (as defined in Section 5(c) below), and (iv)
provide reimbursement of legal, accounting and other fees and expenses (as
defined in Section 5(h) below).



          (b) The Company shall pay the full premium cost of continued group health
care coverage (except that the Company shall not pay for continued coverage
under any Company health care flexible spending account) for the Covered
Employee identified in Exhibit A and any of his or her dependents participating
in the Company’s group health care plans under the federal law known as “COBRA”
for up to and the lesser of (i) eighteen months or (ii) the time in which the
Covered Employee becomes reemployed by another employer and is eligible to
receive group health coverage benefits under another employer provided plan;
provided, however, that such payments are contingent on the Covered Employee’s
timely election of COBRA continuation coverage and shall terminate early for
any reason permitted under COBRA. Except with respect to the foregoing premium
payment provisions, this Plan does not otherwise modify the Company’s standard
COBRA procedures and administration, including, without limitation, the Covered
Employee’s obligation to notify the Company promptly if the Covered Employee or
any of his or her dependents become eligible for benefits under the group
health plan of another employer or entitled to Medicare benefits.



          (c) For six (6) months after a Covered Employee is entitled to Severance
Compensation pursuant to Section 4(b), the Company shall provide outplacement
assistance to the Covered Employee through an outside management consulting
firm selected by the Company and at the sole cost of the Company.



          (d) Without limiting the rights of a Covered Employee at law or in equity,
if the Company fails to make any payment or provide any benefit required to be
made or provided hereunder on a timely basis, the Company will pay interest on
the amount or value thereof at an



6









 




annualized rate of interest equal to the so-called composite “prime rate”
as quoted from time to time during the relevant period in the Eastern Edition
of The Wall Street Journal plus the lesser of 5% or the maximum rate of
interest allowed by law. Such interest will be payable as it accrues on
demand. Any change in such prime rate or maximum rate will be effective on and
as of the date of such change.




          (e) Notwithstanding any provision of the Plan to the contrary, the rights
and obligations under this Section 5 will survive any termination or expiration
of the Plan.



          (f) Anything in this Plan to the contrary notwithstanding, in the event
that it shall be determined that any payment or distribution of cash or other
compensation or benefit by the Company or any of its affiliates to or for the
benefit of any Covered Employee, whether paid or payable or distributed or
distributable pursuant to the terms of this Plan or otherwise pursuant to or by
reason of any other agreement, policy, plan, program or arrangement (a
“Payment”), would be subject to the excise tax imposed by Section 4999 of the
Code (or any successor provision thereto), by reason of being considered
“contingent on a change in ownership or control” of the Company, within the
meaning of Section 280G of the Code (or any successor provision thereto) or to
any similar tax imposed by state or local law, or any interest or penalties
with respect to such tax (such tax or taxes, together with any such interest
and penalties, being hereafter collectively referred to as the “Excise Tax”),
then the Covered Employee will be entitled to receive from the Company an
additional payment or payments (collectively, a “Gross-Up Payment”). The
Gross-Up Payment will be in an amount such that, after payment by the Covered
Employee of all taxes (including any interest or penalties imposed with respect
to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the
Covered Employee retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed on the Payment. The Gross-Up Payment shall be paid to the Covered
Employee prior to the date on which any Payment part or all of which is subject
to the Excise Tax is made to the Covered Employee. The Covered Employee shall
cooperate in all reasonable respects with the Company (but at the Company’s
sole cost and expense) to attempt to minimize any such tax liability (such
cooperation not to include foregoing or deferring any payments or benefits to
which he or she is otherwise entitled), and if the Covered Employee later
receives a refund of any part of the Excise Tax, such Covered Employee shall
promptly after receipt of such refund pay back to the Company so much of the
Gross-Up Payment as is required to avoid a windfall.



          (g) Notwithstanding anything to the contrary contained in this Plan, on
termination of employment of any Covered Employee pursuant to Section 4(b), the
Company shall (i) pay to the Covered Employee all Accrued Benefits and (ii) pay
or provide to the Covered Employee any others amounts or benefits required to
be paid or provided or which the Covered Employee is eligible to receive under
any plan, program, policy, practice, contract or agreement of the Company or
its subsidiaries.



          (h) If a Covered Employee incurs legal, accounting or other fees and
expenses in a good faith effort to obtain benefits under this Plan, the Company
shall reimburse the Covered Employee upon written request and submission of
invoices for reasonable legal, accounting or other fees and expenses,
regardless of whether the Covered Employee prevails; provided, however that
such reimbursement shall apply only with respect to a termination of employment
of any Covered Employee pursuant to Section 4(b) or a successor’s failure to
assume this Plan after a



7









 




Change in Control. The existence of any controlling case or regulatory
law which is directly inconsistent with the position taken by the Covered
Employee shall be evidence that the Covered Employee did not act in good faith.




     6. No Mitigation Obligation. The Company hereby acknowledges that it will
be difficult for a Covered Employee to find reasonably comparable employment
following his termination of employment with his Employer. Accordingly, the
provision of Severance Compensation by the Company to a Covered Employee in
accordance with the terms of the Plan is hereby acknowledged by the Company to
be reasonable, and a Covered Employee will not be required to mitigate the
amount of any payment provided for in the Plan by seeking other employment or
otherwise, nor will any profits, income, earnings or other benefits from any
source whatsoever create any mitigation, offset, reduction or any other
obligation on the part of a Covered Employee hereunder or otherwise.



     7. Certain Payments Not Considered for Other Benefits, etc. Payments of
Severance Pay will not be included as earnings for the purpose of calculating
contributions or benefits under any Employee Benefit plan of the Company or of
any other Employer. Such payments and payments of Severance Pay will not be
made from any benefit plan funds, and shall constitute an unfunded, unsecured
obligation of the Company.



     8. Employment Rights. Nothing expressed or implied in the Plan shall
create any right or duty on the part of an Employer or a Covered Employee to
have the Covered Employee remain in the employment of an Employer at any time
prior to or following a Change of Control.



     9. Withholding of Taxes. The Company shall withhold from any amounts
payable under the Plan all federal, state, city or other taxes as shall be
required pursuant to any law or government regulation or ruling.



     10. Successors and Binding Effect.



          (a) The Company shall require any successor (including without limitation
any persons acquiring directly or indirectly all or substantially all of the
business and/or assets of the Company whether by purchase, merger,
consolidation, reorganization or otherwise, and such successor shall be deemed
the Company for the purposes of the Plan) to assume and agree to perform the
obligations under the Plan in the same manner and to the same extent the
Company would be required to perform if no such succession had taken place.
The Plan shall be binding upon and inure to the benefit of the Company and any
successor to the Company, but shall not otherwise be assignable, transferable
or delegable by the Company.



          (b) The rights under the Plan shall inure to the benefit of and be
enforceable by each Covered Employee’s personal or legal representatives,
executors, administrators, successors, heirs, distributees and/or legatees.



          (c) The rights under the Plan are personal in nature and neither the
Company nor any Covered Employee shall, without the consent of the other,
assign, transfer or delegate the Plan or any rights or obligations hereunder
except as expressly provided in this Section 10. Without



8









 




limiting the generality of the foregoing, a Covered Employee’s right to
receive payments hereunder shall not be assignable, transferable or delegable,
whether by pledge, creation of a security interest or otherwise, other than by
a transfer by his or her will or by the laws of descent and distribution and,
in the event of any attempted assignment or transfer contrary to this Section
10, the Company shall have no liability to pay any amount so attempted to be
assigned, transferred or delegated.




          (d) The obligation of the Company to make payments and/or provide benefits
hereunder shall represent an unsecured obligation of the Company.



     11. Governing Law. The validity, interpretation, construction and
performance of the Plan shall be governed by the laws of the State of Delaware,
without giving effect to the principles of conflict of laws of such State.



     12. Validity. If any provisions of the Plan or the application of any
provision hereof to any person or circumstance is held invalid, unenforceable
or otherwise illegal, the remainder of the Plan and the application of such
provision to any other person or circumstances shall not be affected, and the
provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent (and only to the extent) necessary to make it
enforceable, valid and legal.



     13. Captions. The captions in the Plan are for convenience of reference
only and do not define, limit or describe the scope or intent of the Plan or
any part hereof and shall not be considered in any construction hereof.



     14. Construction. The masculine gender, where appearing in the Plan,
shall be deemed to include the feminine gender and the singular shall be deemed
to include the plural, unless the context clearly indicates to the contrary.



     15. Type of Plan. This Plan is intended to be, and shall be interpreted
as, an unfunded employee welfare benefit plan (within the meaning of Section
3(1) of ERISA) for a select group of management or highly compensated employees
(within the meaning of Section 2520.104-24 of Department of Labor Regulations).
The Plan is a “top hat” employee benefit plan subject to ERISA’s enforcement
provisions, and it shall be interpreted, administered and enforced in
accordance with law.



     16. Administration of the Plan.



          (a) In General: The Plan shall be administered by the Company, which shall
be the named fiduciary under the Plan. The Company has all power and authority
necessary or convenient to administer this Plan, including, but not limited to,
the exclusive authority and discretion: (i) to construe and interpret this
Plan; (ii) to decide all questions of eligibility for and amount of benefits
under this Plan; (iii) to prescribe procedures to be followed and the forms to
be used by the Covered Employees pursuant to this Plan; and (iv) to request and
receive from all Covered Employees such information as the Company determines
is necessary for the proper administration of this Plan.



9









 





          (b) Delegation of Duties: The Company may delegate any of its
administrative duties, including, without limitation, duties with respect to
the processing, review, investigation, approval and payment of any Severance
Pay to a named administrator or administrators.



          (c) Regulations: The Company shall promulgate any rules and regulations it
deems necessary in order to carry out the purposes of the Plan or to interpret
the terms and conditions of the Plan; provided, however, that no rule,
regulation or interpretation shall be contrary to the provisions of the Plan.



          (d) Claims Procedure: Except as otherwise provided in the Plan (including,
without limitation, in the final sentence of the definition of the term “Good
Reason”), the Company shall determine the rights of any employee of the Company
to any Severance Compensation hereunder. Claims for benefits under the Plan may
be filed in writing with the Company. Written notice of the disposition of a
claim shall be furnished to the employee within 90 days after the claim is
filed. Up to an additional 90 days may be taken to render an initial benefit
determination if the Company concludes that such an extension is necessary for
reasons beyond the control of the Plan. If an extension is necessary, the
Company must notify the employee, within the initial determination period, of
the special circumstances requiring the extension and the date by which the
Plan expects to make a determination. In the event the claim is denied, the
reasons for the denial shall be specifically set forth in the notice in
language calculated to be understood by the employee, pertinent provisions of
the Plan shall be cited, and, where appropriate, an explanation as to how the
employee can perfect the claim will be provided. In addition, the employee
shall be furnished with an explanation of the Plan’s appeal procedure,
including a statement of the employee’s right to bring a civil action following
an adverse benefit determination on review. If the Company fails to follow the
claims procedures set forth in the Plan, or otherwise required by Department of
Labor regulations, while making the initial benefit determination, the employee
will be deemed to have exhausted his administrative remedies under the Plan and
may chose either to proceed under the Plan’s Appeal Procedure, described in
paragraph (e) below, or pursue civil litigation under ERISA § 502(a).



          (e) Appeals Procedure: Any employee who has been denied a benefit by a
decision of the Company pursuant to paragraph (d) above shall be entitled to
request the Company to give further consideration to his claim by filing with
the Company a written appeal of the claim denial. Such appeal request,
together with a written statement of the reasons why the employee believes his
claim should be allowed, shall be filed with the Company no later than 60 days
after receipt of the written notification provided for in paragraph (d) above.
The Company shall then conduct a review of the appeal request within the next
60 days, during which the employee may be represented by an attorney or any
other representative of his choosing and during which the employee shall have
an opportunity to submit written comments, documents, records and other
information relating to the claim which the Company will take into
consideration regardless of whether such information was submitted or
considered in the initial benefit determination. During such review, as well
as in the event of an adverse benefit determination on review, the employee or
his representative shall have an opportunity to review all documents, records,
and other information that are pertinent to the specific claim at issue. A
final decision on the claim shall be made by the Company within 60 days of
receipt of the written appeal (unless there has been an extension of 60 days
due to special circumstances, provided the delay and the special circumstances
occasioning it are communicated



10









 




to the employee within the initial appeal period). Such decision shall be
written in a manner calculated to be understood by the employee and shall
include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based. Notwithstanding the
foregoing, to the extent any of the time periods specified in this Section are
amended by law or Department of Labor Regulation, then the time frames
specified herein shall automatically be changed in accordance with such law or
Regulation.




          (f) Requirement of Receipt: Upon receipt of any Severance Compensation
hereunder, the Company reserves the right to require any Covered Employee to
execute a receipt evidencing the amount and payment of such Severance
Compensation.



     17. Amendment and Termination. The Company reserves the right, except as
hereinafter provided, at any time and from time to time, to amend, modify,
change or terminate the Plan, including any Exhibit hereto; provided, however,
after the Effective Date, any such amendment, modification, change or
termination that adversely affects the rights of any Covered Employee under the
Plan will not take effect and be applicable to any Covered Employee if either
(A) (1) a Trigger Date (as defined in Section 4(a) of this Plan) occurs within
six months after the date on which such amendment, modification, change or
termination is made and (2) a Change of Control related to or growing out of
the specific event causing the occurrence of the Trigger Date occurs thereafter
or (B) such amendment, modification, change or termination is made at any time
(1) during the period between the occurrence of a relevant Trigger Date and the
occurrence of the a Change of Control related to or growing out of the specific
event causing the occurrence of the Trigger Date or (2) at or after the
occurrence of a Change of Control (and before all payments and benefits
hereunder associated with such Change of Control are paid or made available as
contemplated herein), without (in each of the circumstances described in the
foregoing clauses (A) and (B)) the written consent of such Covered Employee.



     18. Other Plans, etc. If the terms of this Plan are inconsistent with the
provisions of any other plan, program, contract or arrangement of an Employer
with respect to any of the Covered Employees, to the extent such plan, program,
contract or arrangement may be amended by the Employer, the terms of the Plan
(insofar as they may be applicable to any such Covered Employee) will be deemed
to so amend such plan, program, contract or arrangement, and the terms of the
Plan will govern.



     IN WITNESS WHEREOF, NII Holdings, Inc. has caused the Plan to be executed
as of the 23 rd day of July, 2003.



NII HOLDINGS, INC.



By:______________________________ 

Robert J. Gilker, Vice President and General

Counsel



11









 





NII HOLDINGS, INC.

CHANGE OF CONTROL SEVERANCE PLAN




EXHIBIT A



Eligible Employees under Section 4(a):





	(1)	 	All employee classifications EX4 and EX3
	 
	(2)	 	All employee classification EX2 and all employees designated by the
Company as equivalent to the employee classification EX2
	 
	(3)	 	All employees in employee classification EX1 and direct reports to
the Country Presidents.





	 	 	 
	POSITION
	 	SEVERANCE PAY

	Top Management (1)

	 	250% of Base Salary and Target Bonus
	 
	 	 
	Senior Management (2)

	 	200% of Base Salary and Target Bonus
	 
	 	 
	Management (3)

	 	100% of Base Salary and Target Bonus
	 
	 	 
	

	 	The above amounts shall be reduced by any severance
pay or allowance mandated by statute or other law or
other arrangement of or with the Company.