exv10w1






Exhibit 10.1




Execution Copy




Employment Agreement for

Steven M. Shindler




	 	 	 
	Parties:
	 	 
	 

	 	Steven M. Shindler (“Chairman”) and NII Holdings, Inc. (the “Company”).
	 
	 	 
	Employment Term:

	 	A period of one year commencing on July 1,
2009, renewable by the mutual agreement of
Chairman and the Company’s board of
directors (the “Board”) for successive one
year periods thereafter, with the parties
agreeing to provide at least 90 days’
notice of any proposed nonrenewal.
	 
	 	 
	Position and Responsibilities:

	 	During the employment term, Chairman shall
serve as executive chairman of the Board
and continue to be an employee of the
Company. In addition to performing his
duties as Chairman of the Board, Chairman
will make himself reasonably accessible to
the CEO, Company investors, Company
management, Company customers and partners
on an as-needed basis, or as reasonably
requested by the Board. Chairman’s time
commitment will be subject to mutual
agreement between Chairman and the Board,
provided that the time commitment will
permit Chairman to engage in other
noncompetitive business ventures.
	 
	 	 
	Termination:

	 	The employment term shall automatically
terminate during the initial term or any
renewal term upon Chairman’s voluntary
resignation as a member of the Board.
	 
	 	 
	 

	 	Additionally, the Company may terminate
the Employment Agreement “for cause,”
which shall be defined as: (i) Chairman’s
engaging in conduct that is demonstrably
and materially injurious to the Company,
monetarily or otherwise, and willful
disloyalty or deliberate dishonesty or the
commission by Chairman of an act of fraud
or embezzlement against the Company; and
(ii) Chairman’s conviction of a felony, or
conviction of a misdemeanor in connection
with the performance of Chairman’s
obligations to the Company and that
otherwise materially and adversely affects
Chairman’s ability to perform such
obligations.






 









 






	 	 	 
	Compensation and Benefits:

	 	     a) Salary: $250,000 per year.
	 
	 	 
	 

	 	     b) Other Compensation and Benefits.
Chairman shall be entitled to all benefits
currently made available to the Company’s
senior executive employees (with company
payments comparable to those for the other
senior executive employees), including
continued participation in the Company’s
group health insurance plan during the
employment term. Chairman shall also be
reimbursed for reasonable travel and other
expenses (in a manner commensurate with
past practices) incurred in performing his
responsibilities, including travel from
his home in Connecticut.
	 
	 	 
	 

	 	     During the employment term, Chairman shall
be entitled to receive non-cash
compensation at a level at least equal to
that granted to non-employee Board members
for their service on the Board. Chairman
will also be reimbursed his travel and
other expenses related to his Board
service, to the extent not otherwise
reimbursed.
	 
	 	 
	 

	 	     c) Vesting of Equity Grants. Chairman’s
stock options (“Options”) and Restricted
Stock Units (“RSUs”) shall vest in
accordance with their vesting schedules,
with continued service in either an
employment or Board position sufficing to
continue vesting.
	 
	 	 
	 

	 	If Chairman’s employment ends prior to the
end of the employment term for reasons
other than (i) his voluntary resignation
(for reasons other than a Company breach)
or (ii) termination by the Company “for
cause” or if his Board service ends for
any reason other than his resigning or
choosing not to stand for re-election, all
Options and RSUs that would have vested
during the employment term and any then in
progress Board term shall immediately vest
and become exercisable. The Options shall
permit or shall be amended to permit an
exercise period of 90 days after the
latest of (i) June 30, 2010, (ii) the date
his service ends, or (iii) such longer
period as is permitted for other senior
executives or members of the Board (but
not beyond the original 10 year term of
the Options).
	 
	 	 
	 

	 	Except as provided herein, the term of all
Options and RSUs shall remain in effect.






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	Severance, Change of Control:

	 	Chairman will be covered under the NII
Holdings, Inc. Severance Plan and the NII
Holdings, Inc. Change of Control Severance
Plan as though he were a full-time employee
through the employment term, with cash
compensation determined for purposes of
these plans equal to $250,000. The Company
agrees not to amend such plans in a manner
adverse to the Chairman while he remains an
employee or entitled to benefits thereunder,
except that it may amend the plans in a
manner adverse to him while he remains
employed if the adverse change applies to
all other executives of the Company and if
those other executives will then receive
individual or plan-based benefits that are
no greater than Chairman’s as a percentage
of base and bonus and will receive no
greater acceleration of equity compensation.
The Company further agrees that any payment
to the Chairman under the Severance Plan
will be in a lump sum within 60 days after
termination of employment or, if earlier,
immediately after any required release has
become effective. The parties agree that
his change in duties in connection with
entering into this agreement is not a
“separation from service” for purposes of
Internal Revenue Code Section 409A but that
his ceasing to be employed would be such a
separation and would entitle him to
severance if the separation is consistent
with the terms of the applicable plan.
	 
	 	 
	Restrictive Covenants:

	 	Chairman remains subject to the
confidentiality, non-solicitation and
non-compete provisions to those by which
Chairman is currently bound.
	 
	 	 
	Disclosure:

	 	The Company may disclose any of the terms
hereof, or any agreement resulting herefrom,
as and when required by United States
Federal securities laws, provided, that
Chairman shall have the right to review and
approve in advance any public statements by
the Company regarding Chairman’s change in
responsibilities and the terms hereof or any
resulting agreement.






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	Acknowledgment:

	 	Chairman acknowledges that he is not due any further
compensation (whether in the form of cash or equity
grants) arising from his service to the Company,
other than compensation outlined herein and salary,
bonuses, benefits or other compensation accrued or
otherwise relating to services prior to June 30,
2009 and not yet paid. Chairman’s bonus for 2009
will be based on his salary level as in effect on
January 1, 2009, pro rated for six months, at a
bonus target of 80 percent of salary (i.e., the
targeted bonus is $288,000), and will be paid on the
same criteria and at the same time in 2010 as other
senior executive management bonuses are paid or, if
earlier, March 1, 2010.
	 
	 	 
	Choice of Law; Venue:

	 	The Employment Agreement shall be construed and
enforced in accordance with the laws of the
Commonwealth of Virginia.
	 
	 	 
	Expenses:

	 	The Company will pay the expenses of Chairman’s
counsel incurred in connection with negotiation of
this agreement.






	 	 	 	 	 	 	 	 	 
	NII HOLDINGS, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 /s/  Carolyn Katz	 	 	 	/s/ Steven M. Shindler	 	 
	 	 	 	 	 	 	 
	 	 	Carolyn Katz, Lead Director	 	Steven M. Shindler	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 6/8/2009	 	Date:	 	 6/8/2009	 	 
	 

	 	 
	 	 	 	 	 	 






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