exv10w1






Exhibit 10.1







August 24th, 2009




Mr. Erik E. Prusch

409 Brandon Way

Austin, Texas 78733




Dear Erik,



I am pleased to confirm our offer to you for the position of Chief Financial Officer
for Clearwire. Outlined below are the specific details regarding your new role. The offer is contingent
upon board approval.




	 	 	 
	Start Date:

	 	August 31, 2009
	 
	 	 
	Reports to:

	 	Bill Morrow
	 
	 	 
	Location:

	 	Kirkland, WA
	 
	 	 
	Base salary:

	 	$475,000 annually (paid bi-weekly)
	 
	 	 
	Bonus Target:

	 	A target discretionary
bonus of 100% of annual base salary
paid out following year end. The
actual bonus amount will be
determined by the board and will be
based on performance against
individual and company objectives.
For 2009, your bonus will be
pro-rated for the time you have been
in the position.
	 
	 	 
	Stock Awards:

	 	200,000 Restricted Stock Units
(RSUs) and 300,000 non-qualified
stock options with an expected date
of grant on or about your first day
of employment. These RSUs and
options vest annually over 4 years
at 25% per year. You will also be
eligible for the annual stock award
at the discretion of the board.
	 
	 	 
	Sign-On Bonus:

	 	This offer also includes a sign on
bonus of $100,000. In the event you
voluntarily terminate employment
with Clearwire prior to August 31,
2011 or your employment is
involuntarily terminated by
Clearwire for cause prior to such
date, you agree to repay the company
the pro-rated portion for this
sign-on bonus payment, calculated on
a straight line amortization basis.
	 
	 	 
	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
3 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 Protection:

	 	In the event your employment is
involuntarily terminated without
cause or terminated by you for a
Good Reason, you will be entitled to
a cash severance benefit equal to
100% of your annual base salary plus
your target bonus and 12 months of
continuing medical, dental, vision
and life insurance coverage
benefits.






 









 






	 	 	 
	 

	 	In the event your employment is
involuntarily terminated without
cause, or terminated by you for Good
Reason, following a change of
control of Clearwire, you will be
entitled to a cash severance benefit
equal to ] 50% of your annual base
salary plus your target bonus and 18
months of continuing medical,
dental, vision and life insurance
coverage benefits. In addition, a
“gross-up” for any golden parachute
excise taxes under the Code would be
paid by Clearwire for any
involuntary termination without
cause or voluntarily termination for
Good Reason following a change of
control. “Good Reason” shall mean
(i) a significant, adverse change in
your duties, authorities or
responsibilities that results in you
ceasing to be an executive officer
of Clearwire and directly reporting
to the Chief Executive Officer; (ii)
a relocation of your principal
office to a location more than
thirty (30) miles from your then
current office; (iii) a reduction of
your base salary or bonus target
from those set forth in this offer;
or (iv) a breach by Clearwire of its
obligations to you, that is not
corrected within twenty (20)
business days following receipt by
Clearwire of notice specifying, in
reasonable detail, such breach. All
severance payments will be made
payable in a lump sum no later than
five (5) days following expiration
of any revocation period required in
connection with the release of
claims; provided, however, if this
payment is subject to Section 409A
and you are a “specified employee”
(as defined in Section 409 A), this
payment shall be made within five
(5) days after the six (6) month
anniversary of the Termination Date
(or such sooner date that is
permitted under Section 409A).
	 
	 	 
	Relocation Benefits:

	 	To support you and your family’s
move from Austin, Texas, Clearwire
will provide you with full
relocation benefits including
assistance with temporary housing of
up to $4,000 a month for up to six
months, reimbursement of expenses
related to the sale of your home in
Austin, Texas reimbursement of
expenses related to a purchase of a
home in the greater Seattle area,
household packing and moving
expenses and miscellaneous settling
in costs as are customary with
relocations for executive officers
(including real estate brokerage
commissions of up to 6% if using a
Clearwire approved relocation
agent).





The terms
of this agreement and all your rights hereunder shall inure to the benefit of, and be
enforceable by, your personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.



Code Section 409A. The parties agree to amend this document to the extent necessary to
avoid imposition of any additional tax or income recognition prior to actual payment to you under
Code Section 409A and any temporary or final Treasury Regulations and Internal Revenue Service
guidance there under.



Choice of Law. The validity, interpretation, construction and performance of this document shall
be governed the State of Washington.





 









 







This offer is conditioned upon your executing the company’s Confidentiality and Intellectual
Property Agreement. Subsequent to receipt of a signed offer letter and as a further condition for
employment, Clearwire conducts a 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 Bill Morrow,
4400 Carillon Point, Kirkland WA 98033 no later than August 25, 2009. Please sign and fax to
425-216-7907.



Erik, we are excited at the prospect of you joining the team and look forward to working with you
in building a great company.




Sincerely,



	 	 	 	 	 
	/s/ Bill Morrow
 

Bill Morrow

Chief Executive Officer
	 	 





	 	 	 	 	 
	Accepted:

	 	/s/ Erik E. Prusch
 

Erik E. Prusch