8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2009

NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-32421	91-1671412
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1875 Explorer Street, Suite 1000
Reston, Virginia
(Address of principal executive offices) 20190
(Zip Code)

Registrant’s telephone number, including area code: (703) 390-5100

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On June 8, 2009, NII Holdings, Inc. (the “Company”) and Steven M. Shindler, our Executive Chairman, with the approval of the compensation committee of our board, entered into an employment agreement in which the Company and Mr. Shindler agreed to terms relating to his responsibilities and compensation arrangements in connection with the transition of certain of Mr. Shindler’s duties to Steven P. Dussek, our Chief Executive Officer, and to other members of our executive team. The employment agreement has a term of one year that commences on July 1, 2009 and is renewable for successive one year periods thereafter. The parties agreed to provide at least 90 days’ notice of any proposed nonrenewal of the employment agreement.

     Under the terms of the employment agreement, Mr. Shindler will continue to serve as our Executive Chairman and as a member of our Board of Directors, and will continue to participate in all other compensation plans and benefits available to our executive officers. Effective July 1, 2009, Mr. Shindler’s compensation arrangements will be modified to provide for an annual base salary of $250,000. Mr. Shindler will continue to participate in our annual bonus plan with Mr. Shindler’s bonus for 2009 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. Any bonus 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. Mr. Shindler will also continue to be covered under the NII Holdings, Inc. Severance Plan and the NII Holdings, Inc. Change of Control Severance Plan.

     The employment agreement provides that stock option grants and awards of restricted stock previously made to Mr. Shindler pursuant to our 2004 equity plan shall vest in accordance with their existing vesting schedules so long as Mr. Shindler continues to be employed by the Company or serve as a member of the Company’s Board of Directors. The employment agreement further provides that if Mr. Shindler’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 service on our Board of Directors ends for any reason other than his resigning or choosing not to stand for re-election, all options and awards of restricted stock that would have vested during the employment term and any then in progress Board term shall immediately vest and become exercisable. The employment agreement further provides that the agreements pursuant to which the stock options were granted to Mr. Shindler 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). All other terms of the stock options and restricted stock awards remain unchanged and in effect.

     A copy of the employment agreement with Mr. Shindler is included as Exhibit 10.1 to this report and is incorporated by reference into this Item 5.02.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished pursuant to Item 5.02 above.

Exhibit No.	Description
10.1	Employment Agreement of Steven M. Shindler dated June 8, 2009

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NII HOLDINGS, INC. (Registrant)
Dated: June 9, 2009	By:	/s/ Gary D. Begeman
		Gary D. Begeman
		Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Employment Agreement of Steven M. Shindler dated June 8, 2009

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EX-10.1

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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