AMENDMENT NO. 1 TO THE CLEARWIRE CORPORATION CHANGE IN CONTROL SEVERANCE PLAN

Exhibit 10.1

AMENDMENT NO. 1 TO THE CLEARWIRE CORPORATION CHANGE IN CONTROL SEVERANCE PLAN

     Pursuant to the power reserved to it in Section 11 of the Clearwire Corporation Change in Control Severance Plan (the “Plan”), the Board of Directors of Clearwire Corporation (the “Company”) hereby amends the Plan as follows:

     1. Effective upon the closing of the Transaction (as defined below), Section 6.1 shall be amended and restated to read as follows:

All benefits provided pursuant to this Plan shall be general obligations of the Company. The claim of a Participant to a benefit shall at all times be merely the claim of an unsecured creditor of the Company. No trust, security, escrow, or similar account need be established for the purpose of paying benefits hereunder. The Company shall not be required to purchase, hold or dispose of any investments pursuant to this Plan; however, if in order to cover its obligations hereunde