NII HOLDINGS, INC. Restricted Stock Award Agreement (Executives)

Exhibit 10.1

NII HOLDINGS, INC.

Restricted Stock Award Agreement

(Executives)

     THIS AGREEMENT, dated as of the ___day of _______, ___, between NII Holdings, Inc., a Delaware corporation (the “Company”), and                                          (“Participant”), is made pursuant to and subject to the provisions of the NII Holdings, Inc. 2004 Incentive Compensation Plan (the “Plan”). All terms that are used herein that are defined in the Plan shall have the same meaning given them in the Plan.

     1.  Award of Stock . Pursuant to the Plan, the Company, on                      (the “Award Date”), awarded Participant                                          shares of Common Stock (“Restricted Stock”), subject to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein.

     2.  Restrictions . Except as provided in this Agreement, the Restricted Stock is nontransferable and is subject to a substantial risk of forfeiture.

     3.  Vesting . Subject to paragraph 5 below, Participant’s interest in the shares of Restricted Stock shall be transferable and nonforfeitable (“Vested”) as follows: Thirty three and one third percent (33 1/3%) of the shares of Restricted Stock shall become Vested as of the first anniversary of the Award Date, an additional thirty three and one third percent (33 1/3%) of the shares of Restricted Stock shall become Vested as of the second anniversary of the Award Date, and the remaining thirty three and one third percent (33 1/3%) of the shares of Restricted Stock shall become Vested as of the third anniversary of the Award Date. Any shares that have not previously become Vested or forfeited, shall become Vested as of the date of a Change in Control in accordance with Plan section 8.04.

     4.  Death or Disability . Paragraph 3 to the contrary notwithstanding, if Participant dies or becomes permanently and totally disabled within the meaning of section 22(e)(3) of the Internal Revenue Code (“Disabled”), prior to the forfeiture of the shares of Restricted Stock under Paragraph 5, all shares of Restricted Stock that are not then Vested shall become Vested as of the date of Participant’s death or his becoming Disabled.

     5.  Forfeiture . All shares of Restricted Stock that are not then Vested shall be forfeited if Participant’s employment with the Company or an Affiliate terminates prior to the date such shares become Vested in accordance with paragraphs 3 and 4 above or in the event the Administrator makes a final determination that Participant has breached the provisions of Paragraph 13.

     6.  Custody of Certificates . Custody of stock certificates evidencing the Restricted Stock shall be retained by the Company so long as the Restricted Stock is not Vested. The Company shall deliver