Exhibit 10.36
ICO Global Communications (Holdings)
Limited
11700 Plaza America Drive,
Suite 1010
Reston, Virginia 20190
April 19, 2006
Ms. Donna Alderman
138 Parkview Road
Pound Ridge, New York
10576
Dear Donna:
We are pleased that you have agreed
to continue as Executive Vice President, Strategy of ICO Global
Communications (Holdings) Limited under the terms of this letter
agreement. You will have the rights, powers, duties and obligations
as may be agreed upon from time to time. During the course of
your employment with ICO you will devote your full business time
and efforts to ICO; provided , that, nothing herein will
prevent you from (i) participating in industry, trade,
professional, charitable and community activities,
(ii) serving on corporate, civic or charitable boards or
committees as mutually agreed by us and you, and
(iii) managing your personal investments and affairs, in each
case so long as such activities do not conflict with ICO’s
interests or interfere with the performance of your
responsibilities to ICO.
Base Salary and Annual
Bonus
Your current annual salary is
$500,000, less payroll taxes and required withholding, which will
be paid to you in regular intervals in accordance with ICO’s
customary payroll schedules for salaried employees, but in no event
less frequently than twice each month. This salary may be
adjusted in the future in accordance with ICO’s compensation
practices. However, you may be considered for additional
restricted stock and/or stock options in the future if and when the
Compensation Committee of ICO’s Board considers such plans
generally.
Employee Intellectual Property
Agreement
As a condition of continuing
employment, and in exchange for being given a written employment
letter agreement, you agree to continue to abide by the terms of
the ICO Employee Intellectual Property Agreement.
1
Termination
Without Cause
If ICO terminates your employment
without Cause, as defined below, then you will be entitled to the
following:
·
a lump sum payment (less any
required deductions) in an amount equal to (i) your unpaid
base salary through the date of termination, (ii) the value of
your vacation time not used as of the date of termination to the
extent that such vacation time has been accrued during the calendar
year of termination, calculated based upon your base salary at the
date of termination, and (iii) reimbursement of any reasonable
business expenses reimbursable under this letter, to the extent not
theretofore reimbursed.
In addition, ICO will provide you
the following severance benefits on the condition that you execute
a separation agreement that contains a full release of claims, in a
form acceptable to ICO:
·
continuation of your base salary
then in effect, payable in accordance with the normal payroll
practices of ICO in effect on the date of termination, for a period
of six (6) months (“Severance Period”);
and
·
in connection with, and immediately
prior the date of termination, ICO shall take steps necessary to
accelerate and deem immediately vested those options granted to you
under the Plan in which you would have vested had you remained
actively employed through the Severance Period and all restricted
shares in which you would have vested had you remained actively
employed through the Severance Period, at which point all other
unvested options shall expire; provided, however, this provision
does not supersede any Change of Control provisions for accelerated
vesting of stock options under the Plan.
For Cause
ICO may terminate your
employment for Cause at any time upon written notice of such
termination to you setting forth in reasonable detail the nature of
such Cause. If ICO terminates your employment for Cause, or you
resign, then you will be entitled to a lump sum (less any required
deductions) in an amount equal to (i) your base salary through
the date of termination, (ii) the value of your vacation time
not used as of the date of termination to the extent that such
vacation time has been accrued during the calendar year of
termination, calculated based upon your base salary at the date of
termination, and (iii) reimbursement of any reasonable
business expenses reimbursable under this letter, to the extent not
theretofore reimbursed. In addition, upon termination of your
employment by ICO for Cause, any options granted to you,
notwithstanding any prior vesting, shall automatically expire at
the time ICO first notifies you of such termination.
2
Definition of
“Cause”
“Cause” means dismissal
for willful material misconduct or failure to discharge
d
