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

As previously announced, NII Holdings, Inc. (the "Company") completed the sale of its wireless operations in Brazil (the "Transaction") on December 18, 2019 and confirmed its plan to dissolve following the closing of the Transaction.

On December 19, 2019, the Board of Directors of the Company (the "Board") determined that in connection with the closing of the Transaction and the dissolution of the Company, it is in the best interests of the Company to further streamline the Company's expenses and approved a workforce reduction that will result in the termination of all but three active employees by March 2, 2020. As a result, Daniel Freiman, Acting Principal Executive Officer and Chief Financial Officer, has been provided with a target severance date of March 1, 2020. Mr. Freiman's severance benefits are as set forth in the Retention and Separation Agreement between the Company and Mr. Freiman, dated April 1, 2019, filed as Exhibit 10.2 to the Company's Form 10-Q for the period ended March 31, 2019. Following Mr. Freiman's departure, Timothy Mulieri, currently Vice President, Corporate Controller and Principal Accounting Officer of the Company, will serve as Vice President, Chief Financial Officer of the Company.

The Board also approved the 2020 compensation program for the Company's remaining executive officers. Shana Smith, Vice President, General Counsel and Corporate Secretary, will receive a base salary of $500,000 and a retention bonus of $500,000, which will be paid on December 31, 2020 if she is employed in good standing on that date. Should Ms. Smith be terminated without cause during 2020, she will receive a pro-rated portion of the retention bonus payment. Mr. Mulieri will receive a base salary of $400,000 and a retention bonus of $400,000, which will be paid on December 31, 2020 if he is employed in good standing on that date. Should Mr. Mulieri be terminated without cause during 2020, he will receive a pro-rated portion of the retention bonus payment.

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