May 20, 2008
Exhibit
10.1
May 20,
2008
VIA HAND
DELIVERY
Xxxxxxx
X. Xxxxxxx
Dear
Xxxxxxx:
This
letter (“Letter
Agreement”) confirms our agreement concerning the extension of the
initial term of the employment agreement between TerreStar Networks Inc., a
Delaware corporation (the “Company”) and you, dated as
of January 15, 2008 (the “Employment Agreement”), and certain
changes to the Employment Agreement necessitated to reflect your promotion to
the position of President of the Company and TerreStar Corporation.
The
Company and you agree that the Employment Agreement is hereby amended in the
following regards:
1. Extension of Initial
Term
The term
“Expiration Date,” as set forth in Section 5(b) of the Employment Agreement,
shall hereafter mean the close of business on May 20, 2009. Likewise,
for all purposes under the Employment Agreement, the term “Initial Term” shall
hereafter mean the period measured from the Commencement Date through the
Expiration Date as defined in the preceding sentence.
2. Position; Reporting
Line
You shall
be employed as the President, General Counsel and Secretary of the Company and
of TerreStar Corporation. To reflect this promotion, all references
to the positions of Senior Vice President, General Counsel and Secretary, as
they appear in the Employment Agreement, are hereafter replaced with a reference
to the positions of President, General Counsel and Secretary. You
shall report directly to the Chief Executive Officer of the Company and, in the
absence thereof, to the Board of Directors of the
Company. Notwithstanding the foregoing, you agree that the Company or
its successor may appoint another person to serve as General Counsel and/or
Secretary of the Company and/or TerreStar Corporation at any time without such
appointment constituting a breach of the Employment Agreement or this Letter
Agreement.
3. Compensation
Your Base
Salary shall be increased, effective as of April 18, 2008, to a rate of Four
Hundred Twenty-Five Thousand Dollars ($425,000) per annum, payable in accordance
with the Company’s normal payroll schedule. The Annual Bonus that you
will be eligible to receive for 2008 and thereafter shall be based on a target
of Seventy-Five Percent (75%) of your then current Base Salary, as adjusted by
the preceding sentence.
4. Good
Reason
The
Company’s appointing another person to serve as General Counsel and/or Secretary
of the Company and/or TerreStar Corporation at any time shall not be construed
as a material adverse change in your position, authority, duties or
responsibilities, or as an effective demotion, or as otherwise constituting an
event giving rise to “Good Reason” as defined in Section 5(h) of the Employment
Agreement or a termination of your employment by the Company or its successor
without Cause.
5. Miscellaneous
This
Letter Agreement shall be governed by, and construed in accordance with, the
laws of the Commonwealth of Virginia, without reference to principles of
conflict of laws. This Letter Agreement is the full and final understanding
between you and the Company regarding the extension of the Initial Term of the
Employment Agreement and the change in your position. Except as
modified by the terms of this Letter Agreement, the Employment Agreement remains
in full force and effect. This Letter Agreement shall not be modified,
waived or amended except by a written agreement executed by the parties hereto
or their respective successors and legal representatives. This Letter
Agreement shall inure to the benefit of and be binding upon you, the
Company and its successors and assigns.
If the
foregoing terms are acceptable to you, please confirm your agreement by signing
your name below. Your signature below will indicate that you are entering
into this Letter Agreement freely and with a full understanding of its terms and
effect.
Very
truly yours,
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/s/
Xxxxxxx Xxxxxxx
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Xxxxxxx
Xxxxxxx
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Chairman
of the Board of Directors of
TerreStar
Networks Inc.
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AGREED
AND ACCEPTED:
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/s/
Xxxxxxx X. Xxxxxxx
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Xxxxxxx
X. Xxxxxxx
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Date:
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5/20/2008
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