Amendment to Executive Employment Letter
Exhibit
10.34.1
Amendment
to
This
Amendment (“Amendment”) to that certain Employment Letter Agreement, dated as of
December 16, 2005, by and between ICO Satellite Services G.P. and Xxxxx Xxxxxx
(“Agreement”) is made as of the 30th day of December, 2008 (“Effective Date”) by
and between ICO Satellite Services G.P. (“ICO”), and Xxxxx Xxxxxx (“Executive”),
ICO and Executive each a “Party” and collectively, the
“Parties”). Capitalized terms used herein without definition shall
have the meanings given to such terms in the Agreement.
In
consideration of the mutual promises and covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
1.0
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Exhibit
A. Exhibit A attached hereto, is incorporated into the
Agreement.
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2.0
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Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and
the same instrument.
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3.0
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Continuing Effect. With
the exception of this Amendment, the remaining provisions of the Agreement
remain unchanged.
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IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective
Date.
ICO Satellite Services G.P. | Xxxxx Xxxxxx | ||||
By: ICO
Services Limited, a partner
By: ICO
North America, Inc., its parent
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/s/ J. Xxxxxxx Xxxxx | /s/ Xxxxx Xxxxxx | ||||
By: | J. Xxxxxxx Xxxxx | By: | Xxxxx Xxxxxx | ||
Title: |
Chief
Executive Officer
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Exhibit
A
The
language in Section 1.1 below is hereby added to the Agreement:
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1.1
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Section 409A; Deferred
Compensation.
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1.1.1
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Delay in
Payment. Notwithstanding anything in the Agreement to
the contrary, if Executive is deemed by ICO at the time of Executive’s
“separation from service” with ICO to be a “specified employee,” any
non-exempt deferred compensation which would otherwise be payable
hereunder shall not be paid until the date which is the first business day
following the six-month period after Executive’s separation from service
(or if earlier, Executive’s death). Such delay in payment shall
only be effected with respect to each separate payment of non-exempt
deferred compensation to the extent required to avoid adverse tax
treatment to Executive under Section 409A. Any payments or
benefits not subject to such delay shall be paid pursuant to the time and
form of payment specified above. Any compensation which would
have otherwise been paid during the delay period shall be paid to
Executive (or his beneficiary or estate) in a lump sum payment on the
first business day following the expiration of the delay
period.
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1.1.2
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Key
Definitions. For purposes of the Agreement, the term
“termination of employment” shall mean “separation from service” and the
terms “separation from service,” “specified employee” and “nonqualified
deferred compensation” shall have the meanings ascribed to such terms
pursuant to Section 409A.
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1.1.3
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Interpretation. The
parties intend that all payments or benefits payable under the Agreement
will not be subject to the additional tax imposed by Section 409A of the
Code, and the provisions of the Agreement shall be construed and
administered consistent with such intent. To the extent such
potential payments could become subject to Section 409A of the Code, ICO
and Executive agree to work together to modify the Agreement to the
minimum extent necessary to reasonably comply with the requirements of
Section 409A of the Code, provided that ICO shall not be required to
provide any additional compensation or
benefits.
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