May 20, 2008
Exhibit
10.2
May 20,
2008
VIA HAND
DELIVERY
Xxxxxx
Xxxxxxxx
Dear
Xxxxxx:
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 by the Company’s recent
restructuring of its senior management team.
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. Reporting
Line
You shall
report directly to the Chief Executive Officer of the Company and, in the
absence thereof, to the President of the Company.
3. Good
Reason
The
modification to your reporting line, to provide that in the absence of a Chief
Executive Officer you shall report to the President of the Company, shall not be
construed as a material adverse change in your position, authority, duties or
responsibilities or otherwise constitute an event giving rise to “Good Reason”
as defined in Section 5(h) of the Employment Agreement.
4. 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 reporting line. 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 X. Xxxxxxx
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Xxxxxxx
X. Xxxxxxx
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President,
General Counsel and
Secretary,
TerreStar Corporation
and
TerreStar Networks Inc.
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AGREED
AND ACCEPTED:
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/s/
Xxxxxx Xxxxxxxx
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Xxxxxx
Xxxxxxxx
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Date:
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5/20/2008
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