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Employment Agreement
for
Steven M. Shindler
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Steven M.
Shindler (“ Chairman ”) and NII Holdings, Inc.
(the “ Company ”).
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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.
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Position and
Responsibilities:
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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.
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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.
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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.
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Compensation
and Benefits:
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a) Salary:
$250,000 per year.
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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.
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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
rel
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