Waiver Letter Regarding Change of Control Severance Plan – NII Holdings, Inc. and Steven M. Shindler

Summary

This letter agreement between NII Holdings, Inc. and Steven M. Shindler documents Mr. Shindler's voluntary waiver of his right to receive gross-up payments for excise taxes under the company's Change of Control Severance Plan. All other terms and rights under his offer letter and the severance plan remain unchanged. The waiver is irrevocable and applies only to the specified gross-up payments.

EX-10.1 2 waiverletter.htm WAIVER LETTER Waiver Letter

Exhibit 10.1

May 13, 2013

NII Holdings, Inc.

1875 Explorer Street, Suite 1000

Reston, VA 20190

Re: NII Holdings, Inc. Change of Control Severance Plan

Dear Sirs:

Pursuant to an Offer Letter (the “Offer Letter”) from NII Holdings, Inc. (the “Company”) dated April 30, 2013, I am eligible to receive certain benefits as a “Covered Employee” under the Company's Change of Control Severance Plan (the “Plan”).

This letter sets forth my agreement, effective as of the date hereof, to irrevocably waive my right to receive any gross-up payments pursuant to Section 5(f) of the Plan, which provides for gross-up payments if any excise taxes are imposed under Section 4999 of the Internal Revenue Code. This waiver is voluntary and, except as provided herein, all other terms and rights under the Offer Letter and the Plan will remain in full force and effect.

Very truly yours,

/s/ Steven M. Shindler

Steven M. Shindler

Chairman and Chief Executive Officer

Agreed and Accepted,

/s/ Gary D. Begeman

Gary D. Begeman

Executive Vice President, General Counsel

And Secretary