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): April 22, 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.

     (e) On April 22, 2009, the compensation committee of the board of directors approved a modified form of Restricted Stock Award Agreement and Nonqualified Stock Option Agreement (collectively, the “Agreements”) for awards on or after such date to its executive officers pursuant to the 2004 Incentive Compensation Plan. Specifically, the compensation committee amended the vesting period in the Agreements from four years to three years and made other immaterial changes. Under the Agreements, one-third of each award will vest on the first, second and third anniversaries of the grant date for that award.

     The forms of the Agreements are attached in their entirety as Exhibits 10.1 and 10.2 to this report and are incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
10.1	Form of Restricted Stock Award Agreement.
10.2	Form of Nonqualified Stock Option Agreement.

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: April 22, 2009	By:	/s/ Gary D. Begeman
		Gary D. Begeman
		Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Restricted Stock Award Agreement.
10.2	Form of Nonqualified Stock Option Agreement.

EX-10.1

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 to Participant the stock certificates evidencing the Common Stock as soon as practicable after the Restricted Stock becomes Vested.

     7. Stock Power. Participant shall deliver to the Company a stock power, endorsed in blank, with respect to the Restricted Stock. The Company shall use the stock power to cancel any shares of Restricted Stock that do not become Vested. The Company shall return the stock power to Participant with respect to any shares of Restricted Stock that become Vested.

     8. Shareholder Rights. Participant will have the right to receive dividends on and to vote the Restricted Stock.

     9. Fractional Shares. Fractional shares shall not be issuable hereunder, and when any provision hereof or the Plan may entitle Participant to a fractional share, such fraction shall be disregarded.

     10. Withholding Taxes. If the Company shall be required to withhold any United States federal, state, local or foreign income, social or other tax in connection with the Vesting of the Award, Participant shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof.

     11. No Right to Continued Employment. This Agreement does not confer upon Participant any right with respect to continuance of employment by the Company, nor shall it interfere in any way with the right of the Company to terminate Participant’s employment at any time.

     12. Change in Capital Structure. In accordance with the terms of the Plan, the terms of this award shall be adjusted as the Committee determines is equitably required in the event (a) the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares, or (b) there occurs any other event which, in the judgment of the Committee necessitates such action.

     13. Confidentiality. Participant agrees that, as a condition of receiving the Restricted Stock, Employee shall not, unless otherwise required by law, discuss or otherwise disclose to any person or entity any information contained in this Award, including but not limited to fact that Participant received the Award and the number of shares of Restricted Stock granted herein.

     14. Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

     15. Notice. Any notice or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United

States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company:	NII Holdings, Inc. 1875 Explorer Street, Suite 1000 Reston, VA 20190 Attn: Gary D. Begeman, Vice President, General Counsel and Secretary
If to Participant:

Any such notice shall be deemed to have been given (a) on the date of postmark, in the case of notice by mail, or (b) on the date of delivery, if delivered in person.

     16. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the date of grant and the provisions of this Agreement, the provisions of the Plan shall govern. All reference herein to the Plan shall mean the Plan as in effect on the Award Date.

     17. Participant Bound by Plan. Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

     18. Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf as of the ___day of                     , ___, and the Participant has affixed his signature hereto.

NII HOLDINGS, INC.
By
	Gary D. Begeman
	Vice President, General Counsel and Secretary
PARTICIPANT
Dated:

STOCK POWER

     The undersigned hereby sells, assigns and sets over to NII Holdings, Inc. (the “Company”)                     shares of Common Stock pursuant to the provisions of Section 7 of the Restricted Stock Award Agreement between the Company and the undersigned.

EX-10.2

Exhibit 10.2

NII HOLDINGS, INC.

Nonqualified Stock Option Agreement

(NII Employees)

     WHEREAS,                                          (the “Optionee”) is an employee of NII Holdings, Inc. (the “Company”) or one of its subsidiaries;

     WHEREAS, the execution of a stock option agreement in the form hereof has been authorized to establish and evidence the principal terms and conditions applicable to an option grant made to Optionee on                      (the “Date of Grant”) pursuant to authorization by a resolution of the Compensation Committee of the Board of Directors (the “Committee”) of the Company that was duly adopted on                                ; and

     WHEREAS, the option granted to Optionee by resolution of the Committee, on the terms set forth herein, is intended to be a nonqualified stock option and shall not be treated as an “incentive stock option” within the meaning of that term under Section 422 of the Internal Revenue Code of 1986 (the “Code”).

     NOW, THEREFORE, pursuant to the Company’s 2004 Incentive Compensation Plan, as in effect on the date hereof (the “Plan”) and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby grants to the Optionee a nonqualified stock option (the “Option”) to purchase                                          shares of the Company’s Common Stock, par value $.001 per share (“Common Stock”), at an exercise price per share of Common Stock equal to                                          , such price being the Fair Market Value of the Common Stock on the Date of Grant (“Option Price”).

     1. Vesting of Option.

     (a) Unless terminated as hereinafter provided, the Option shall become exercisable (or “vest”) with respect to thirty three and one third percent (33 1/3%) of the shares of Common Stock covered hereby on the first anniversary of the Date of Grant, an additional thirty three and one third percent (33 1/3%) of the shares of Common Stock covered hereby on the second anniversary of the Date of Grant, and the remaining thirty three and one third percent (33 1/3%) of the shares of Common Stock covered hereby on the third anniversary of the Date of the Grant, in each case for so long as the Optionee remains in the continuous employ of the Company or a subsidiary.

     (b) Notwithstanding the provisions of Section 1(a) hereof, the Option shall become immediately and fully exercisable if the Optionee (i) dies or becomes

disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary or (ii) retires from employment with the Company or a subsidiary at or after age 65 or at an earlier age with the consent of the Committee.

     (c) To the extent that the Option shall have become exercisable in accordance with the terms of this Section 1, it may be exercised in whole or in part from time to time thereafter.

     2. Termination of Option. The Option shall terminate automatically and without further notice on the earliest of the following dates:

(a)	Ninety days after the date on which the Optionee ceases to be an employee of the Company or a subsidiary for any reason other than death or disability or retirement at or after age 65 or at an earlier age with the consent of the Committee;
(b)	one year after the date on which the Optionee ceases to be an employee of the Company or a subsidiary by reason of death or disability or retirement at or after age 65 or at an earlier age with the consent of the Committee; or
(c)	ten years after the Date of Grant;

provided, however, if the Optionee commits an act that the Committee determines to have been intentionally committed and detrimental to the interests of the Company or a subsidiary, the Option shall terminate on the date of that determination notwithstanding any of the foregoing provisions of this Section 2.

     3. Payment of Option Price and Tax Withholding. The Option Price and any required tax withholding shall be payable (a) in cash in the form of currency or check or other cash equivalent acceptable to the Company, (b) for only the Option Price, by actual or constructive transfer to the Company of nonforfeitable, nonrestricted shares of Common Stock that have been owned by the Optionee for at least six months prior to the date of exercise, or (c) by any combination of the methods of payment described in Sections 3(a) and 3(b) hereof. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value as of the day preceding the exercise date. The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of the shares of Common Stock, which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price and tax withholding and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price and tax

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withholding not later than the date on which the sale transaction will settle in the ordinary course of business.

     4. Change in Control. Upon a Change in Control this Option shall become immediately and fully exercisable if (a) the Option is not assumed, replaced or converted to an equivalent award by the surviving entity (or affiliate thereof) for securities tradable on an established securities market, or (b) the Option is amended, replaced or converted to an equivalent award by the surviving entity (or an affiliate thereof) for securities tradable on an established securities market and the Optionee’s employment is terminated within twenty-four (24) months following the Change in Control under circumstances that entitle the Optionee to severance pursuant to the NII Holdings, Inc. Change of Control Protection Plan or the NII Holdings, Inc. Severance Policy or any substitutes or successors to such plans or policies in effect immediately preceding the Change in Control.

     5. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable United States federal and state securities laws, as well as foreign laws, where applicable; provided, however, notwithstanding any other provision of this agreement, the Option shall not be exercisable if the exercise thereof would result in a violation of any such law.

     6. Transferability and Exercisability. Neither the Option nor any interest therein may be transferred by the Optionee except by will or the laws of descent and distribution or as otherwise permitted by the Plan, and except as otherwise permitted by the Plan, the Option may not be exercised during the lifetime of the Optionee except by the Optionee or, in the event of the Optionee’s legal incapacity, by the Optionee’s guardian or legal representative acting on behalf of the Optionee in a fiduciary capacity under state law and court supervision.

     7. Adjustments. The Committee shall make any adjustments in the Option Price and the number or kind of shares of stock or other securities covered by the Option that the Committee may determine to be equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares, (ii) engages in a transaction to which Code Section 424 applies, or (b) there occurs any other event which, in the judgment of the Committee necessitates such action. Any such adjustment shall be made in compliance with Treasury Regulation Section 1.424-1 and Code Section 409A.

     8. Withholding Taxes. If the Company shall be required to withhold any United States federal, state, local or foreign income, social or other tax in connection with any exercise of the Option, the Optionee shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof concurrent with the payment of the Option Price.

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     9. Right to Terminate Employment and Change Employment Terms. No provision of this agreement shall confer on the Optionee any right to continue in the employ or service of the Company or a subsidiary or in any way affect any right or power that the Company or a subsidiary may otherwise have to terminate the employment or service of the Optionee or to change any terms of Optionee’s employment at any time with or without assigning a reason therefore.

     10. Relation to Other Benefits. Any economic or other benefit to the Optionee under this agreement or the Plan shall not be taken into account in determining any benefits to which the Optionee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a subsidiary.

     11. Amendments. Any amendment to the Plan effected after the date hereof shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided, however, that no such amendment shall adversely affect the right of the Optionee with respect to the Option without the Optionee’s consent.

     12. Severability. In the event that one or more of the provisions of this agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

     13. Governing Law. This agreement is made under, and shall be construed in accordance with, the laws of the State of Delaware.

     14. Capitalized Terms. Capitalized terms that are used but not defined herein are used herein as defined in the Plan.

     15. Data Privacy Consent. As a condition of the grant of the Option, Optionee consents to the collection, use and transfer of personal data as described in this paragraph. Optionee understands that the Company and its subsidiaries hold certain personal information about him or her, including his or her name, home address and telephone number, date of birth, social security or identity number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the purpose of managing and administering the Plan (“Data”). Optionee further understands that the Company and/or its subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation,

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administration and management of his or her participation in the Plan, and that the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. Optionee understands that these recipients may be located in the European Economic Area, or elsewhere, such as the U.S. or Asia. He or she authorizes them to receive, possess, use, retain and transfer, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer to a broker or other third party with whom he or she may elect to deposit any shares of stock acquired upon exercise of the Option, such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on his or her behalf.

     16. Notice. Any notice or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company:	NII Holdings, Inc. 1875 Explorer Street, Suite 1000 Reston, VA 20190 Attn: Gary D. Begeman, Vice President, General Counsel and Secretary
If to Optionee:

Any such notice shall be deemed to have been given (a) on the date of postmark, in the case of notice by mail, or (b) on the date of delivery, if delivered in person.

     17. Fractional Shares. Fractional shares shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share such fraction shall be disregarded.

     18. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.

     19. Optionee Bound by Plan. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf as of                                          .

NII HOLDINGS, INC.
By:
	Gary D. Begeman
	Vice President, General Counsel and Secretary

     The undersigned Optionee hereby acknowledges receipt of an executed original of this Agreement and accepts the Option granted hereunder, subject to the terms and conditions of the Plan and the terms and conditions hereinabove set forth.

Name:  

Optionee  

Date: 

     Please return the signed original of this entire Agreement to:

NII HOLDINGS, INC.
1875 Explorer Street, Suite 1000
Reston, VA 20190
Attn: Sonia Davila

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