CLEARWIRE CORPORATION CHANGE IN CONTROL SEVERANCE PLAN

EXHIBIT 10.1

CLEARWIRE CORPORATION
CHANGE IN CONTROL
SEVERANCE PLAN

CLEARWIRE CORPORATION
CHANGE IN CONTROL SEVERANCE PLAN

Section 1. Establishment and Purpose

     Clearwire Corporation has established this Clearwire Corporation Change in Control Severance Plan (this “ Plan ”) effective as of March 25, 2008 to pay benefits under certain circumstances to Participants (as defined below) as compensation for certain types of terminations of employment in connection with or following a Change in Control (as defined below). This Plan is effective as of March 25, 2008 (the “ Effective Date ”).

     All benefits under this Plan are subject to the terms and conditions specified herein. This document is intended to serve as the official document for this Plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”).

Section 2. Definitions

     Capitalized terms not otherwise defined herein shall have the applicable meanings set forth below:

     “ Anticipatory Termination ” means a termination of a Group 1 Participant or Group 2 Participant within the period between (i) (a) the date that the Company’s board of directors approves the transaction resulting in the Change of Control or (b) the date that any third party publicly announces its intention to acquire control of the Company (for example, by launching a public tender offer), as applicable, and (ii) the Closing Time in a manner that would entitle such Participant to benefits hereunder if such termination occurred after the Closing Time, but only if the Plan Administrator determines that, as applicable, (x) the Employer terminated the Participant’s employment at the request or instruction of a third party who had taken steps reasonably calculated to effect a Change in Control or (y) the Participant terminated his or her employment due to an event that would have constituted Good Reason if the date on which the Change in Control occurs was deemed to be the date immediately prior to the date of such event and such Good Reason event occurred by virtue of the request or instruction of a third party who had taken steps reasonably calculated to effect a Change in Control.

     “ Board ” means the Board of Directors of the Company.

      “ Cause ” shall have the correlative meaning set forth in a Participant’s employment agreement with an Employer or, in the absence of any such agreement or in the absence of any similar definition in such agreement, “Cause” shall mean a Participant’s termination due to a preponderance of objective evidence of any of the following: (i) the Participant’s indictment for, or conviction of, a felony or a crime involving fraud or a crime that would negatively affect the Company’s reputation if the Participant remained in his/her position; (ii) proof of a material violation of a key Company policy by the Participant (such policy violation must be of a substantial nature similar in magnitude to acts of harassment or discrimination); (iii) continued insubordination or a gross dereliction of duty by the Participant after written warning; (iv) willful or grossly negligent conduct by the Participant that is demonstrably and significantly

injurious to the Company and its subsidiaries; or (v) a willful and material breach by the Participant of the Company’s Employee Confidentiality and Intellectual Property Agreement (or similar or Successor Agreement) by the Participant. An act or omission shall not be “willful” if conducted with a reasonable belief that such act or omission is in the best interests of the Company. Subject to the following sentence, the existence of Cause shall be determined by the Plan Administrator in good faith and based on a reasonable investigation of the underlying facts. Notwithstanding the foregoing, “Cause” for termination of a Group I Participant shall not exist unless and until there shall have been delivered to the Group I Participant a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Group I Participant and an opportunity for the Group I Participant, together with the Group I Participant’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Group I Participant was guilty of the conduct set forth above in (i), (ii), (iii), (iv) or (v) of this paragraph and specifying the particulars thereof in detail.

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

     (a) An acquisition of securities of the Company by any “ Person ” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act of 1934 (the “ Exchange Act ”)) (other than Eagle River, Intel or any of their Controlled Affiliates) immediately after which such Person has “ Beneficial Ownership ” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than thirty-five percent (35%) of the combined voting power of the Company’s then-outstanding securities entitled to vote in the election of members of the Board (“ Voting Securities ”); provided, however, that the following acquisitions of Shares or Voting Securities shall not constitute a Change in Control under this 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 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 (each, a “ Merger ”), unless such Merger is a “Non-Control Transaction”;

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

          (iii) The sale or other disposition of all or substantially all of the U.S. assets of the Company and its direct and indirect subsidiaries taken as a whole to any Person (other than (x) a transfer to a Related Entity or (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).

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.

     “ Closing Time ” means the time as of which a Change in Control is consummated.

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Company ” means Clearwire Corporation and any successor, by merger or otherwise, to Clearwire Corporation.

      “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

      “ Controlled Affiliate ” means, with respect to any Person, any other Person directly or indirectly under the Control of that Person.

     “ Disability ” means the Participant’s inability, due to physical or mental incapacity, to substantially perform his/her duties and responsibilities to the Company for a period of six (6) consecutive months or for an aggregate of one hundred eighty (180) days during any period of twelve (12) consecutive months.

     “ Eagle River ” means Eagle River Holdings, LLC and Eagle River, Inc.

     “ Employee ” means each person (i) who was employed by any Employer before (a) the date that the Company’s board of directors approves the transaction resulting in the Change of Control or (b) the date that any third party publicly announces its intention to acquire control of the Company (for example, by launching a public tender offer), and (ii) who either (a) is an

employee of any Employer immediately prior to the Closing Time or (b) who has been terminated in an Anticipatory Termination prior to the Closing Time. Any other person who is not employed by an Employer immediately prior to the Closing Time shall not be considered an Employee hereunder for any purpose.

     “ Employer ” means each of the Company and any direct or indirect parent or subsidiary entities of the Company with respect to which the Company holds, directly or indirectly, at least a majority of the voting power.

     “ Excise Tax ” means the excise tax imposed by Code Section 4999.

      “ Good Reason ” shall have the correlative meaning set forth in a Participant’s employment agreement with the Company or, in the absence of any such agreement or in the absence of any similar definition in such agreement, “Good Reason” shall mean: (i) the occurrence of a significant, adverse change in the Participant’s duties, responsibilities or authority as compared to those immediately prior to a Change in Control; (ii) a relocation of the Participant’s principal office to a location more than thirty (30) miles from the Participant’s then current office; (iii) a reduction of the Participant’s base salary or bonus potential, or any other significant adverse financial consequence associated with on-going employment following a Change in Control; or (iv) a breach by any Employee of its obligations to the Participant, that is not corrected within twenty (20) business days following the receipt by the Plan Administrator of written notice specifying, in reasonably detail, such breach. A Participant’s mental or physical incapacity following the occurrence of any event described in clauses (i) through (iv) hereof shall not affect the Participant’s ability to termination his/her employment for Good Reason. With respect to an event described in clause (iv) above, Good Reason shall not exist until the expiration of the applicable cure period without such breach being cured.

     “ Group 1 Participant ” means an Employee who, as of immediately prior to the Closing Time, is set forth on Exhibit A attached hereto or is designated as a Group 1 Participant by the chief executive officer of the Company. Without the written consent of the affected Employee, an Employee who otherwise qualifies as a Group 1 Participant at the Closing Time cannot thereafter be removed as a Group 1 Participant.

     “ Group 2 Participant ” means an Employee who, as of immediately prior to the Closing Time, is classified as a Tier B, Tier B-2, Tier C or Tier D Employee by the Employer, which classification shall be made in the Employer’s sole discretion; provided, that, a Tier D Employee shall be a Group 2 Participant only if such Employee has a direct reporting relationship to a Group 1 Participant and has Target Annual Compensation of $100,000 or more. Without the written consent of the affected Employee, an Employee who otherwise qualifies as a Group 2 Participant at the Closing Time cannot thereafter be removed as a Group 2 Participant for as long as such person remains an Employee.

     “ Group 3 Participant ” means all Employees who do not qualify as a Group 1 Participant or Group 2 Participant. Without the written consent of the affected Employee, an Employee who otherwise qualifies as a Group 3 Participant at the Closing Time cannot thereafter be removed as a Group 3 Participant for as long as such person remains an Employee.

      “ Group 3 Severance Period ” means the period of time with respect to which a Group 3 Participant’s Cash severance benefit under Section 5.3 is determined, it being understood that each 1/12 of a Group 3 Participant’s Target Annual Earnings corresponds to a Group 3 Severance Period of one month. In determining the duration of the post-termination health insurance coverage, the Group 3 Severance Period shall be at least equal to the minimum periods described in the immediately preceding sentence.

      “ Intel ” means Intel Corporation.

     “ Months of Service ” means the number of a Participant’s whole months of service with the Company and its affiliates, as determined upon the date of the Participant’s Qualifying Termination.

      Non-Control Transaction ” means a Merger in which:

     (a) either (i) Eagle River, Intel or any of their Controlled Affiliates or (ii) the stockholders of the Company immediately before such Merger, in either case, 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, unless in either case the Merger results in any Person (other than Eagle River, Intel or any of their Controlled Affiliates) acquiring Beneficial Ownership of more than thirty-five percent (35%) of the combined voting power of the Voting Securities of the surviving corporation or ultimate parent corporation, as applicable; 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.

     “ Participant ” means each Employee who, as of the Closing Time, is a Group 1 Participant, a Group 2 Participant or a Group 3 Participant.

     “ Plan Administrator ” means (i) for Group 1 Participants and Group 2 Participants, the Compensation Committee of the Board and (ii) for Group 3 Participants, Mark Fanning, Vice President, People Development, or his successor.

     “ Protection Period ” means (i) in the case of Group 1 Participants and Group 2 Participants only, the twenty-four (24) month period commencing on the Closing Time and (ii) in the case of Group 3 Participants only, the twelve (12) month period commencing on the Closing Time.

     “ Qualifying Healthcare Coverage ” means the health care coverage made available to employees of the Employer with substantially similar duties and responsibilities to those of the Participant, as determined immediately prior to such Participant’s Qualifying Termination.

     “ Qualifying Termination ” means a termination during the applicable Protection Period of the employment with all Employers of a Participant in a manner that entitles such Participant to severance benefits in accordance with Section 4 of the Plan. For the purposes of determining whether a termination occurs during the applicable Protection Period, the date of such termination shall be deemed to be the last day on which the Employee actively provides services to all Employers, as determined in good faith by the Plan Administrator.

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