EX-4.2






CLEARWIRE CORPORATION

2007 STOCK COMPENSATION PLAN




ARTICLE I

EFFECTIVE DATE AND PURPOSE




     1.1 Effective Date. The Board approved the Plan effective as of January 19 ,
2007, subject to the approval of the Plan by the stockholders of the Company in accordance with
Code Section 422. No Award may be paid under this Plan after the expiration of the reliance period
under Treasury Regulation Section 1.162-27(f)(1), which is the earlier of: (i) first meeting of
stockholders at which directors are to be elected that occurs after December 31, 2010; or (ii) the
date the Plan is materially amended for purposes of Treasury Regulation Section
1.162-27(h)(1)(iii).



     1.2 Purpose of the Plan. The Plan is intended to further the growth and profitability
of the Company by increasing incentives and encouraging Share ownership on the part of the
Employees, Independent Contractors and Members of the Board of the Company and its Subsidiaries and
Affiliates. The Plan is intended to permit the grant of Awards that constitute Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units and Other Stock Awards.



ARTICLE II

DEFINITIONS




     The following words and phrases shall have the following meanings unless a different meaning
is plainly required by the context:



     “1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific
section of the 1934 Act or regulation thereunder shall include such section or regulation, any
valid regulation or interpretation promulgated under such section, and any comparable provision of
any future legislation or regulation amending, supplementing or superseding such section or
regulation.



     “Affiliate” means any entity, directly or indirectly, controlled by, controlling or under
common control with the Company or any corporation or other entity acquiring, directly or
indirectly, all or substantially all the assets and business of the Company, whether by operation
of law or otherwise.



     “Award” means, individually or collectively, a grant under the Plan of Non-Qualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units or Other Stock Awards.



     “Award Agreement” means the written agreement setting forth the terms and conditions
applicable to an Award.



     “Base Price” means the price at which a SAR may be exercised with respect to a Share.



 









 





     “Board” means the Company’s Board of Directors, as constituted from time to time.



     “Change in Control” means the occurrence of any of
the following:



     (a) An acquisition (other than directly from the Company) of any voting securities of the
Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of
Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person has “Beneficial
Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than
thirty percent (30%) of the then-outstanding Shares or the combined voting power of the Company’s
then-outstanding Voting Securities; PROVIDED, HOWEVER, that the following acquisitions of Shares or
Voting Securities shall not constitute a Change in Control under clause (a): acquisitions by (i)
an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B)
any corporation or other Person the majority of the voting power, voting equity securities or
equity interest of which is owned, directly or indirectly, by the Company (for purposes of this
definition, a “Related Entity”), (ii) the Company or any Related Entity, or (iii) any Person in
connection with a “Non-Control Transaction” (as hereinafter defined);



     (b) The individuals who, as of immediately following the completion of the Effective Date, are
members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a
majority of the members of the Board; PROVIDED, HOWEVER, that, if the election, or nomination for
election by the Company’s common stockholders, of any new director was approved by a vote of at
least two-thirds of the Incumbent Board, such new director shall, for purposes of the Plan, be
considered a member of the Incumbent Board; and PROVIDED, FURTHER, HOWEVER, that no individual
shall be considered a member of the Incumbent Board if such individual initially assumed office as
a result of an actual or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or
settle any Proxy Contest; or



     (c) The consummation of:



          (i) A merger, consolidation or reorganization (1) with or into the Company or a direct or
indirect subsidiary of the Company or (2) in which securities of the Company are issued (a
“Merger”), unless such Merger is a “Non-Control Transaction.” A “Non-Control Transaction” shall
mean a Merger in which:




               (A) the stockholders of the Company immediately before such Merger own directly or indirectly
immediately following such Merger at least fifty percent (50%) of the combined voting power of the
outstanding voting securities of (x) the surviving corporation, if there is no parent corporation
of the surviving corporation or (y) if there is one or more than one parent corporation, the
ultimate parent corporation; and



               (B) the individuals who were members of the Incumbent Board immediately prior to the execution
of the agreement providing for such Merger constitute at least a majority of the members of the
board of directors of (x) the surviving corporation, if there is no parent corporation of the
surviving corporation, or (y) if there is one or more than one parent corporation, the ultimate
parent corporation;



 









 





          (ii) A complete liquidation or dissolution of the Company; or




          (iii) The sale or other disposition of all or substantially all of the assets of the Company
and its Subsidiaries taken as a whole to any Person (other than (x) a transfer to a Related Entity,
(y) a transfer under conditions that would constitute a Non-Control Transaction, with the
disposition of assets being regarded as a Merger for this purpose or (z) the distribution to the
Company’s stockholders of the stock of a Related Entity or any other assets).




          Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount
of the then outstanding Shares or Voting Securities as a result of the acquisition of Shares or
Voting Securities by the Company which, by reducing the number of Shares or Voting Securities then
outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons;
PROVIDED that if a Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of Shares or Voting Securities by the Company and, after such share
acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional
Shares or Voting Securities and such Beneficial Ownership increases the percentage of the then
outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in
Control shall occur.




     “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of
the Code or regulation thereunder shall include such section or regulation, any valid regulation or
other guidance promulgated under such section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such section or regulation.



     “Committee” means the committee of the Board described in Article 3.



     “Employee” means an employee of the Company, a Related Company, a Subsidiary or an Affiliate
(each an “Employer”) designated by the Committee. Notwithstanding anything to the contrary
contained herein, the Committee may grant Awards to an individual who has been extended an offer of
employment by the Company, a Related Company, a Subsidiary or an Affiliate; provided that any such
Award shall be subject to forfeiture if such individual does not commence employment by a date
established by the Committee.



     “Exercise Price” means the price at which a Share subject to an Option may be purchased upon
the exercise of the Option.



     “Fair Market Value” on any date means (a) the closing price in the primary trading session for
a Share on such date on the stock exchange, if any, on which Shares are primarily traded (or if no
Shares were traded on such date, then on the most recent previous date on which any Shares were so
traded), (b) if clause (a) is not applicable, the closing price of the Shares on such date on The
Nasdaq Global Market at the close of the primary trading session (or if no Shares were traded on
such date, then on the most recent previous date on which any Shares were so traded) or (c) if
neither clause (a) nor clause (b) is applicable, the value of a Share for such date as established
by the Committee, using any reasonable method of valuation.



 









 





     “Grant Date” means the date that the Award is granted.



     “Immediate Family” means the Participant’s children, stepchildren, grandchildren, parents,
stepparents, grandparents, spouse, siblings (including half-brothers and half-sisters), in-laws,
and all such relationships arising because of legal adoption.



     “Incentive Stock Option” means an Option that is designated as an Incentive Stock Option and
is intended by the Committee to meet the requirements of Section 422 of the Code.



     “Independent Contractor” means a person, employed by the Company for a specific task, study or
project who is not an Employee, including an advisor or consultant who (i) is a natural person and
(ii) provides bona fide services to the Company, its parents, its majority-owned subsidiaries or
majority-owned subsidiaries of the Company’s parent; provided such services are not in connection
with the offer or sale of securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the Company’s securities.



     “Member of the Board” means an individual who is a member of the Board or of the board of
directors of a Subsidiary or an Affiliate.



     “Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option.



     “Option” means an option to purchase Shares granted pursuant to Article 5.



     “Optionee” means a person to whom an Option has been granted under the Plan.



     “Other Stock Award” means an Award granted pursuant to Article 9 to receive Shares on the
terms specified in any applicable Award Agreement.



     “Participant” means an Employee, Independent Contractor or Member of the Board with respect to
whom an Award has been granted and remains outstanding.



     “Performance Goals” means goals established by the Committee as contingencies for Awards to
vest and/or become exercisable or distributable.



     “Performance Period” means the designated period during which the Performance Goals must be
satisfied with respect to the Award to which the Performance Goals relate.



     “Period of Restriction” means the period during which Restricted Stock or an RSU is subject to
forfeiture and/or restrictions on transferability.



     “Plan” means this Clearwire Corporation 2007 Stock Compensation Plan, as set forth in this
instrument and as hereafter amended from time to time.



     “Related Company” means any person or entity that would be considered a single employer with
the Company under Section 414(b) or (c) of the Code of the language “at least 80 percent” as used
in connection with the application of these provisions were placed by “at least 50%.”



 









 





     “Restricted
Stock” means a Stock Award granted pursuant to Article 6 under which the Shares
are subject to forfeiture upon such terms and conditions as specified in the relevant Award
Agreement.



     “Restricted Stock Unit” or “RSU” means a Stock Award granted pursuant to Article 6 subject to
a period or periods of time after which the Participant will receive Shares if the conditions
contained in such Stock Award have been met.



     “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as amended, and any future
regulation amending, supplementing or superseding such regulation.



     “Service Relationship” means (i) an Employee’s employment relationship, (ii) an Independent
Contractor’s service relationship or (iii) a Member of the Board’s service as a member of the
Board. Unless otherwise provided in an Award Agreement, a Participant’s Service Relationship shall
not be considered to be terminated so long as such Participant has a Service Relationship as an
Employee, Independent Contractor or Member of the Board.



     “Share” means the Company’s Class A common stock, par value $0.0001 per share, or any security
issued by the Company or any successor in exchange or in substitution therefor.



     “Stock Appreciation Right” or “SAR” means an Award granted pursuant to Article 7, granted
alone or in tandem with a related Option which is designated by the Committee as an SAR.



     “Stock Award” means an Award of Restricted Stock or an RSU pursuant to Article 6.



     “Subsidiary(ies)” means any corporation (other than the Company) in an unbroken chain of
corporations, including and beginning with the Company, if each of such corporations, other than
the last corporation in the unbroken chain, owns, directly or indirectly, more than fifty percent
(50%) of the voting stock in one of the other corporations in such chain.



     “Ten Percent Holder” means an Employee (together with persons whose stock ownership is
attributed to the Employee pursuant to Section 424(d) of the Code) who, at the time an Option is
granted, owns stock representing more than ten percent of the voting power of all classes of stock
of the Company.



ARTICLE III

ADMINISTRATION




     3.1 The Committee. The Plan shall be administered by the Compensation Committee of the
Board.



     Reference to the Committee shall refer to the Board if the Compensation Committee ceases to
exist and the Board does not appoint a successor Committee.



     3.2 Authority and Action of the Committee. It shall be the duty of the Committee to
administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers
and discretion necessary or appropriate to administer the Plan and to control its operation,
including, but not limited to, the power to (a) determine which Employees, Independent



 









 







Contractors and Members of the Board shall be eligible to receive Awards and to grant Awards,
(b) prescribe the form, amount, timing and other terms and conditions of each Award, (c) interpret
the Plan and the Award Agreements, (d) adopt such procedures as it deems necessary or appropriate
to permit participation in the Plan by eligible Employees, Independent Contractors and Members of
the Board, (e) adopt such rules as it deems necessary or appropriate for the administration,
interpretation and application of the Plan, (f) interpret, amend or revoke any such procedures or
rules, (g) correct any technical defect(s) or technical omission(s), or reconcile any technical
inconsistency(ies), in the Plan and/or any Award Agreement, (h) accelerate the vesting or payment
of any award, (i) extend the period during which an Option may be exercisable, and (j) make all
other decisions and determinations that may be required pursuant to the Plan and/or any Award
Agreement or as the Committee deems necessary or advisable to administer the Plan.



     The acts of the Committee shall be either (i) acts of a majority of the members of the
Committee present at any meeting at which a quorum is present or (ii) acts approved in writing by
all of the members of the Committee without a meeting. A majority of the Committee shall constitute
a quorum. The Committee’s determinations under the Plan need not be uniform and may be made
selectively among Participants, whether or not such Participants are similarly situated. Each
member of the Committee is entitled to, in good faith, rely or act upon any report or other
information furnished to that member by any Employee of the Company or any of its Subsidiaries or
Affiliates, the Company’s independent certified public accountants or any executive compensation
consultant or other professional retained by the Company to assist in the administration of the
Plan.



     The Company shall effect the granting of Awards under the Plan, in accordance with the
determinations made by the Committee, by execution of written agreements and/or other instruments
in such form as is approved by the Committee.



     3.3 Delegation by the Committee. The Committee in its sole discretion and on such
terms and conditions as it may provide may delegate all or any part of its authority and powers
under the Plan to one or more Members of the Board of the Company and/or officers of the Company;
provided, however, that the Committee may not delegate its authority or power with respect to the
selection for participation in this Plan of an officer or other person subject to Section 16 of the
1934 Act or decisions concerning the timing, pricing or amount of an Award to such an officer or
person.



     3.4 Decisions Binding. All determinations, decisions and interpretations of the
Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan or
any Award Agreement shall be final, conclusive, and binding on all persons, and shall be given the
maximum deference permitted by law.



     3.5 Performance Goals. The Committee shall have the authority to grant Awards under
this Plan that are contingent upon the achievement of Performance Goals. Such Performance Goals are
to be specified in the relevant Award Agreement and may be based on such criteria as the Committee
may determine. Performance Goals may be in respect of the performance of the Company, any of its
Subsidiaries or Affiliates or any combination thereof on either a consolidated, business unit or
divisional level. Performance Goals may be absolute or relative (to prior



 









 







performance of the Company or to the performance of one or more other entities or external
indices) and may be expressed in terms of a progression within a specified range.



ARTICLE IV

SHARES SUBJECT TO THE PLAN




     4.1 Number of Shares. Subject to adjustment as provided in Section 9.12, the number of
Shares available for grants of Awards under the Plan shall be 45,000,000 Shares. Shares awarded
under the Plan may be either authorized but unissued Shares, authorized and issued Shares
reacquired and held as treasury Shares or a combination thereof. Unless prohibited by applicable
law or exchange rules, Shares issued in assumption of, or in substitution for, any outstanding
awards of any entity acquired in any form of combination by the Company or any Subsidiary or
Affiliate shall not reduce the Shares available for grants of Awards under this Section 4.1.



     4.2 Lapsed Awards. To the extent that Shares subject to an outstanding Option (except
to the extent Shares are issued or delivered by the Company in connection with the exercise of a
tandem SAR) or other Award are not issued or delivered by reason of (i) the expiration,
cancellation, forfeiture or other termination of such Award, (ii) the withholding of such Shares in
satisfaction of applicable federal, state or local taxes or (iii) of the settlement of all or a
portion of such Award in cash, then such Shares shall again be available under this Plan.



ARTICLE V

STOCK OPTIONS




     5.1 Grant of Options. Subject to the provisions of the Plan, Options may be granted to
Participants at such times, and subject to such terms and conditions, as determined by the
Committee in its sole discretion. An Award of Options may include Incentive Stock Options,
Non-Qualified Stock Options, or a combination thereof; provided, however, that an Incentive Stock
Option may only be granted to an Employee of the Company or a Subsidiary and no Incentive Stock
Option shall be granted more than ten years after the earlier of (i) the date this Plan is adopted
by the Board or (ii) the date this Plan is approved by the Company’s shareholders.



     5.2 Award Agreement. Each Option shall be evidenced by an Award Agreement that shall
specify the Exercise Price, the expiration date of the Option, the number of Shares to which the
Option pertains, any conditions to the exercise of all or a portion of the Option, and such other
terms and conditions as the Committee, in its discretion, shall determine. The Award Agreement
pertaining to an Option shall designate such Option as an Incentive Stock Option or a Non-Qualified
Stock Option. Notwithstanding any such designation, to the extent that the aggregate Fair Market
Value (determined as of the Grant Date) of Shares with respect to which Options designated as
Incentive Stock Options are exercisable for the first time by a Participant during any calendar
year (under this Plan or any other plan of the Company, or any parent or subsidiary as defined in
Section 424 of the Code) exceeds $100,000, such Options shall constitute Non-Qualified Stock
Options. For purposes of the preceding sentence, Incentive Stock Options shall be taken into
account in the order in which they are granted.



     5.3 Exercise Price. Subject to the other provisions of this Section, the Exercise
Price with respect to Shares subject to an Option shall be determined by the Committee in its sole



 









 







discretion; provided, however, that the Exercise Price shall be not less than one hundred
percent (100%) of the Fair Market Value of a Share on the Grant Date; and provided further, that
the Exercise Price with respect to an Incentive Stock Option granted to a Ten Percent Holder shall
not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the Grant
Date.



     5.4 Expiration Dates. Each Option shall terminate not later than the expiration date
specified in the Award Agreement pertaining to such Option; provided, however, that the expiration
date with respect to an Option shall not be later than the tenth anniversary of its Grant Date and
the expiration date with respect to an Incentive Stock Option granted to a Ten Percent Holder shall
not be later than the fifth anniversary of its Grant Date.



     5.5 Exercisability of Options. Subject to Section 5.4, Options granted under the Plan
shall be exercisable at such times, and shall be subject to such restrictions and conditions, as
the Committee shall determine in its sole discretion. The exercise of an Option is contingent upon
payment by the Optionee of the amount sufficient to pay all taxes required to be withheld by any
governmental agency. Such payment may be in any form approved by the Committee.



     5.6 Method of Exercise. Options shall be exercised by the Participant’s delivery of a
written notice of exercise to the Chief Financial Officer of the Company (or his or her designee),
setting forth the number of Shares with respect to which the Option is to be exercised, accompanied
by full payment of the Exercise Price with respect to each such Share and an amount sufficient to
pay all taxes required to be withheld by any governmental agency. The Exercise Price shall be
payable to the Company in full in cash or its equivalent. The Committee, in its sole discretion,
also may permit exercise (a) by tendering previously acquired Shares which have been held by the
Optionee for at least six months having an aggregate Fair Market Value at the time of exercise
equal to the aggregate Exercise Price of the Shares with respect to which the Option is to be
exercised, or (b) by any other means which the Committee, in its sole discretion, determines to
both provide legal consideration for the Shares, and to be consistent with the purposes of the
Plan, including, without limitation, through a registered broker-dealer pursuant to such cashless
exercise procedures which are, from time to time, deemed acceptable by the Committee. As soon as
practicable after receipt of a written notification of exercise and full payment for the Shares
with respect to which the Option is exercised, the Company shall deliver to the Participant Share
certificates (which may be in book entry form) for such Shares with respect to which the Option is
exercised.



     5.7 Restrictions on Share Transferability. Incentive Stock Options are not
transferable, except by will or the laws of descent. The Committee may impose such additional
restrictions on any Shares acquired pursuant to the exercise of an Option as it may deem advisable,
including, but not limited to, restrictions related to applicable federal securities laws, the
requirements of any national securities exchange or system upon which Shares are then listed or
traded, or any blue sky or state securities laws.



 









 





ARTICLE VI

STOCK AWARDS




     6.1 Grant of Stock Awards. Subject to the provisions of the Plan, Stock Awards may be
granted to such Participants at such times, and subject to such terms and conditions, as determined
by the Committee in its sole discretion.



     6.2 Stock Award Agreement. Each Stock Award shall be evidenced by an Award Agreement
that shall specify the number of Shares granted, the price, if any, to be paid for the Shares and
the Period of Restriction applicable to a Restricted Stock Award or RSU Award and such other terms
and conditions as the Committee, in its sole discretion, shall determine.



     6.3 Transferability/Share Certificates. Shares subject to an Award of Restricted Stock
may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated during a
Period of Restriction. During the Period of Restriction, a Restricted Stock Award may be registered
in the holder’s name or a nominee’s name at the discretion of the Company and may bear a legend as
described in Section 6.4.2. Unless the Committee determines otherwise, Shares of Restricted Stock
shall be held by the Company as escrow agent during the applicable Period of Restriction, together
with stock powers or other instruments of assignment (including a power of attorney), each endorsed
in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which
would permit transfer to the Company of all or a portion of the Shares subject to the Restricted
Stock Award in the event such Award is forfeited in whole or part.



     6.4 Other Restrictions. The Committee, in its sole discretion, may impose such other
restrictions on Shares subject to an Award of Restricted Stock as it may deem advisable or
appropriate.



           6.4.1 General Restrictions. The Committee may set restrictions based upon applicable
federal or state securities laws, or any other basis determined by the Committee in its discretion.



           6.4.2 Legend on Certificates. The Committee, in its sole discretion, may legend the
certificates representing Restricted Stock during the Period of Restriction to give appropriate
notice of such restrictions. For example, the Committee may determine that some or all certificates
representing Shares of Restricted Stock shall bear the following legend: “The sale or other
transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or
by operation of law, is subject to certain restrictions on transfer as set forth in the Clearwire
Corporation 2007 Stock Compensation Plan (the “Plan”), and in a Restricted Stock Agreement (as
defined by the Plan). A copy of the Plan and such Restricted Stock Agreement may be obtained from
the Chief Financial Officer of Clearwire Corporation.”



     6.5 Removal of Restrictions. Shares of Restricted Stock covered by a Restricted Stock
Award made under the Plan shall be released from escrow as soon as practicable after the
termination of the Period of Restriction and, subject to the Company’s right to require payment of
any taxes, a certificate or certificates evidencing ownership of the requisite number of Shares
shall be delivered to the Participant.



 









 





     6.6 Voting Rights. During the Period of Restriction, Participants holding Shares of
Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares,
unless otherwise provided in the Award Agreement.



     6.7 Dividends and Other Distributions. During the Period of Restriction, Participants
holding Shares of Restricted Stock shall be entitled to receive all dividends and other
distributions paid with respect to such Shares unless otherwise provided in the Award Agreement.
Unless otherwise provided in the Award Agreement, any such dividends or distributions shall be
deposited with the Company and shall be subject to the same restrictions on transferability and
forfeitability as the Shares of Restricted Stock with respect to which they were paid.



ARTICLE VII

STOCK APPRECIATION RIGHTS




     7.1 Grant of SARs. Subject to the provisions of the Plan, SARs may be granted to such
Participants at such times, and subject to such terms and conditions, as shall be determined by the
Committee in its sole discretion; provided, however, that any tandem SAR (i.e., a SAR granted in
tandem with an Option) related to an Incentive Stock Option shall be granted at the same time that
such Incentive Stock Option is granted.



     7.2 Base Price and Other Terms. The Committee, subject to the provisions of the Plan,
shall have complete discretion to determine the terms and conditions of SARs granted under the
Plan. Without limiting the foregoing, the Base Price with respect to Shares subject to a tandem SAR
shall be the same as the Exercise Price with respect to the Shares subject to the related Option.



     7.3 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall
specify the Base Price (which shall not be less than one hundred percent (100%) of the Fair Market
Value of a Share on the Grant Date), the term of the SAR, the conditions of exercise, and such
other terms and conditions as the Committee, in its sole discretion, shall determine.



     7.4 Expiration Dates. Each SAR shall terminate no later than the tenth anniversary of
its Grant Date; provided, however, that the expiration date with respect to a tandem SAR shall not
be later than the expiration date of the related Option.



     7.5 Payment of SAR Amount. Unless otherwise specified in the Award Agreement
pertaining to a SAR, a SAR may be exercised (a) by the Participant’s delivery of a written notice
of exercise to the Chief Financial Officer of the Company (or his or her designee) setting forth
the number of whole SARs which are being exercised, (b) in the case of a tandem SAR, by
surrendering to the Company any Options which are cancelled by reason of the exercise of such SAR,
and (c) by executing such documents as the Company may reasonably request. Except as otherwise
provided in the relevant Award Agreement, upon exercise of a SAR, the Participant shall be entitled
to receive payment from the Company in an amount determined by multiplying: (i) the amount by which
the Fair Market Value of a Share on the date of exercise exceeds the Base Price specified in the
Award Agreement pertaining to such SAR; by (ii) the number of Shares with respect to which the SAR
is exercised.



     7.6 Payment Upon Exercise of SAR. Payment to a Participant upon the exercise of the
SAR shall be made, as determined by the Committee in its sole discretion, either (a) in cash, (b)
in



 









 







Shares with a Fair Market Value equal to the amount of the payment or (c) in a combination
thereof, as set forth in the applicable Award Agreement.



ARTICLE VIII

OTHER STOCK AWARDS




     8.1 Grant of Other Stock Awards. Subject to the provisions of the Plan, the Committee
may develop sub-plans or grant other equity-based awards (“Other Stock Awards”) on such terms as it
may determine, including, but not limited to, Awards designed to comply with or take advantage of
applicable local laws of jurisdictions outside of the United States.



ARTICLE IX

MISCELLANEOUS




     9.1 No Effect on Employment or Service. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant’s Service Relationship at
any time, for any reason and with or without cause.



     9.2 Participation. No person shall have the right to be selected to receive an Award
under this Plan, or, having been so selected, to be selected to receive a future Award.



     9.3 Indemnification. Each person who is or shall have been a member of the Committee,
or of the Board, shall be indemnified and held harmless by the Company against and from (a) any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any good faith action taken or good
faith failure to act under the Plan or any Award Agreement, and (b) from any and all amounts paid
by him or her in settlement thereof, with the Company’s approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her,
provided he or she shall give the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company’s Certificate of Incorporation or By-Laws, by
contract, as a matter of law, or otherwise, or under any power that the Company may have to
indemnify them or hold them harmless.



     9.4 Successors. All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of
all or substantially all of the business or assets of the Company.



     9.5 Beneficiary Designations. Subject to the restrictions in Section 9.6 below, a
Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid
Award shall be paid in the event of the Participant’s death. For purposes of this Section, a
beneficiary may include a designated trust having as its primary beneficiary a family member of a
Participant. Each such designation shall revoke all prior designations by the Participant and shall
be effective only if given in a form and manner acceptable to the Committee. In the absence of any
such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to
the



 









 







Participant’s estate and, subject to the terms of the Plan and of the applicable Award
Agreement, any unexercised vested Award may be exercised by the administrator or executor of the
Participant’s estate.



     9.6 Nontransferability of Awards. No Award granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the
laws of descent and distribution; provided, however, that except as provided by in the relevant
Award Agreement, a Participant may transfer, without consideration, an Award other than an
Incentive Stock Option to one or more members of his or her Immediate Family, to a trust
established for the exclusive benefit of one or more members of his or her Immediate Family, to a
partnership in which all the partners are members of his or her Immediate Family, or to a limited
liability company in which all the members are members of his or her Immediate Family; provided,
further, that any such Immediate Family, and any such trust, partnership and limited liability
company, shall agree to be and shall be bound by the terms of the Plan, and by the terms and
provisions of the applicable Award Agreement and any other agreements covering the transferred
Awards. All rights with respect to an Award granted to a Participant shall be available during his
or her lifetime only to the Participant and may be exercised only by the Participant or the
Participant’s legal representative.



     9.7 No Rights as Stockholder. Except to the limited extent provided in Sections 6.6
and 6.7, no Participant (nor any beneficiary) shall have any of the rights or privileges of a
stockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise
thereof), unless and until certificates representing such Shares shall have been issued, recorded
on the records of the Company or its transfer agents or registrars, and delivered to the
Participant (or beneficiary).



     9.8 Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to
an Award (or exercise thereof), the Company shall have the power and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any
federal, state, local and foreign taxes of any kind (including, but not limited to, the
Participant’s FICA and SDI obligations) which the Committee, in its sole discretion, deems
necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule
or regulation with respect to such Award (or exercise thereof).



     9.9 Withholding Arrangements. The Committee, in its sole discretion and pursuant to
such procedures as it may specify from time to time, may permit or require a Participant to satisfy
all or part of the tax withholding obligations in connection with an Award by (a) having the
Company withhold otherwise deliverable Shares, or (b) delivering to the Company already-owned
Shares having a Fair Market Value equal to the amount required to be withheld, provided such Shares
have been held by the Participant for at least six months.



     9.10 No Corporate Action Restriction. The existence of the Plan, any Award Agreement
and/or the Awards granted hereunder shall not limit, affect or restrict in any way the right or
power of the Board or the shareholders of the Company to make or authorize (a) any adjustment,
recapitalization, reorganization or other change in the Company’s or any Subsidiary’s or
Affiliate’s capital structure or business, (b) any merger, consolidation or change in the ownership
of the Company or any Subsidiary or Affiliate, (c) any issue of bonds, debentures, capital,
preferred or



 









 







prior preference stocks ahead of or affecting the Company’s or any Subsidiary’s or Affiliate’s
capital stock or the rights thereof, (d) any dissolution or liquidation of the Company or any
Subsidiary or Affiliate, (e) any sale or transfer of all or any part of the Company’s or any
Subsidiary’s or Affiliate’s assets or business, or (f) any other corporate act or proceeding by the
Company or any Subsidiary or Affiliate. No Participant, beneficiary or any other person shall have
any claim against any Member of the Board or the Committee, the Company or any Subsidiary or
Affiliate, or any employees, officers, shareholders or agents of the Company or any Subsidiary or
Affiliate, as a result of any such action.



     9.11 Restrictions on Shares. Each Award made hereunder shall be subject to the
requirement that if at any time the Company determines that the listing, registration or
qualification of the Shares subject to such Award upon any securities exchange or under any law, or
the consent or approval of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the exercise or settlement of such Award or the
delivery of Shares thereunder, such Award shall not be exercised or settled and such Shares shall
not be delivered unless such listing, registration, qualification, consent, approval or other
action shall have been effected or obtained, free of any conditions not acceptable to the Company.
The Company may require that certificates evidencing Shares delivered pursuant to any Award made
hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the
holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the
rules and regulations thereunder.



     9.12 Changes in Capital Structure. In the event that any extraordinary dividend or
other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, change of control or exchange of Shares or other
securities of the Company, or other corporate transaction or event (each a “Corporate Event”)
affects the Shares, the Board shall, in such manner as it in good faith deems equitable, adjust
any or all of (i) the number of Shares or other securities of the Company (or number and kind of
other securities or property) with respect to which Awards may be granted, (ii) the number of
Shares or other securities of the Company (or number and kind of other securities or property)
subject to outstanding Awards, and (iii) the Exercise Price or Base Price with respect to any
Award, or make provision for an immediate cash payment to the holder of an outstanding Award in
consideration for the cancellation of such Award.



     If the Company enters into or is or may become involved in any Corporate Event or a Change in
Control, the Board shall, prior to such Corporate Event and effective upon such Corporate Event,
take such action as it deems appropriate, including, but not limited to, replacing Awards with
substitute awards in respect of the Shares, other securities or other property of the surviving
corporation or any affiliate of the surviving corporation on such terms and conditions, as to the
number of shares, pricing and otherwise, which shall substantially preserve the value, rights and
benefits of any affected Awards granted hereunder as of the date of the consummation of the
Corporate Event or a Change in Control. Notwithstanding anything to the contrary in the Plan, if
any Corporate Event or Change in Control occurs, the Company shall have the right, but not the
obligation, to cancel each Participant’s Awards immediately prior to such Corporate Event and to
pay to each affected Participant in connection with the cancellation of such Participant’s Awards,
an



 









 







amount equal that the Committee, in its sole discretion, in good faith determines to be the
equivalent value of such Award (e.g., in the case of an Option, the amount of the spread).



     Upon receipt by any affected Participant of any such substitute awards (or payment) as a
result of any such Corporate Event, such Participant’s affected Awards for which such substitute
awards (or payment) were received shall be thereupon cancelled without the need for obtaining the
consent of any such affected Participant. Any actions or determinations of the Committee under this
Section 9.12 need not be uniform as to all outstanding Awards, nor treat all Participants
identically.



ARTICLE X

AMENDMENT, TERMINATION AND DURATION




     10.1 Amendment, Suspension or Termination. The Board, in its sole discretion, may
amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason, subject
to any requirement of stockholder approval required by applicable law, rule or regulation,
including, without limitation, Section 422 of the Code, Section 162(m) of the Code and the rules of
the Nasdaq Global Market; provided, however, the Board may amend the Plan and any Award Agreement,
including without limitation retroactive amendments, without shareholder approval as necessary to
avoid the imposition of any taxes under Section 409A of the Code. Subject to the preceding
sentence, the amendment, suspension or termination of the Plan or any Award Agreement shall not,
without the consent of the Participant, materially adversely alter or impair any rights or
obligations under any Award theretofore granted to such Participant. No Award may be granted during
any period of suspension or after termination of the Plan.



     10.2 Duration of the Plan. The Plan shall, subject to Section 10.1, terminate ten
years after adoption by the Board, unless earlier terminated by the Board and no further Awards
shall be granted under the Plan. The termination of the Plan shall not affect any Awards granted
prior to the termination of the Plan.



ARTICLE XI

LEGAL CONSTRUCTION




     11.1 Gender and Number. Except where otherwise indicated by the context, any masculine
term used herein also shall include the feminine; the plural shall include the singular and the
singular shall include the plural.



     11.2 Severability. In the event any provision of the Plan or of any Award Agreement
shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan or the Award Agreement, and the Plan and/or the Award Agreement shall
be construed and enforced as if the illegal or invalid provision had not been included.



     11.3 Requirements of Law. The granting of Awards and the issuance of Shares under the
Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.



 









 





     11.4 Governing Law. The Plan and all Award Agreements shall be construed in accordance
with and governed by the laws of the State of Delaware, but without regard to its conflict of law
provisions.



     11.5 Captions. Captions are provided herein for convenience only, and shall not serve
as a basis for interpretation or construction of the Plan.



     11.6 Incentive Stock Options. Should any Option granted under this Plan be designated
an “Incentive Stock Option,” but fail, for any reason, to meet the requirements of the Code for
such a designation, then such Option shall be deemed to be a Non-Qualified Stock Option and shall
be valid as such according to its terms.




 












 





AMENDMENT NO. 1 TO THE

CLEARWIRE CORPORATION

2007 STOCK COMPENSATION PLAN




          FIRST AMENDMENT, dated as of November 26, 2008 (this “Amendment”), to the Clearwire
Corporation 2007 Stock Compensation Plan, by the Board of Directors (the “Board”) of
Clearwire Corporation. (the “Company”).




          WHEREAS, the Company, Sprint Nextel Corporation, Comcast Corporation, Time Warner Cable Inc.,
Bright House Networks, LLC, Google Inc., and Intel Corporation entered into a Transaction Agreement
and Plan of Merger, dated as of May 7, 2008 (the “Transaction Agreement”);




          WHEREAS, pursuant to the Transaction Agreement, Clearwire Corporation will be merged into an
indirect, wholly-owned limited liability company subsidiary of New Clearwire Corporation (“New
Clearwire”) (the “Merger”);




          WHEREAS, each share of Clearwire Corporation’s Class A common stock, par value $0.0001 per
share will be converted into the right to receive one share of New Clearwire’s Class A common
stock, par value $0.0001 per share in the Merger;




          WHEREAS, immediately following the consummation of the Merger, New Clearwire will be renamed
Clearwire Corporation; and




          WHEREAS, in connection with the Merger, the Board of Directors of the Company wishes to (i)
amend the Clearwire Corporation 2007 Stock Compensation Plan (the “Plan”); and (ii) assign
the Plan, as amended, to New Clearwire.




          NOW, THEREFORE, pursuant to the power reserved to it in Section 10.1 of the Plan, the Board of
Directors hereby amends the Plan, effective upon the Merger, as follows:





	1.	 	The following definition shall be added to Article II of the Plan:






     “‘Company’ means New Clearwire Corporation and any successor thereto.”




	2.	 	The definition of “Subsidiary(ies)” contained in Article II of the Plan shall be replaced and
superseded, respectively, with the following definition:






     “‘Subsidiary(ies)’ means any entity (other than the Company) in an unbroken chain of entities,
including and beginning with the Company, if each of such entities, other than the last entity
in the unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of the voting
stock or securities in one of the other entities in such chain.”




	3.	 	The first sentence of Section 1.1 shall be replaced and superseded with the following new
first sentence:






     “The board of directors of Clearwire Corporation approved the Plan effective as of January
19, 2007, subject to the approval of the Plan by the stockholders of Clearwire Corporation in
accordance with Code Section 422.”



1









 






	4.	 	The first sentence of Section 10.2 shall be replaced and superseded with the following new
first sentence:






     “The Plan shall, subject to Section 10.1, terminate January 18, 2017, ten years after its
adoption by the board of directors of Clearwire Corporation, unless earlier terminated by the
Board, and no further Awards shall be granted under the Plan.”




	5.	 	For the avoidance of doubt, this Amendment No. 1 shall be null and void if the Transaction
Agreement is terminated prior to the consummation of the Merger.






	6.	 	Except as set forth in this Amendment No. 1, the Plan shall remain in full force and effect
in all other respects.





          IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be executed this
26th day of November, 2008.




	 	 	 	 	 	 	 
	 	 	CLEARWIRE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Broady
Hodder 	 	 
	 	 	 	 	 
	 

	 	By:
	 	Broady
Hodder 
	 	 
	 

	 	Its: 	 	Vice President and General Counsel	 	 







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