0001214659-08-002594 Sample Contracts

AGREEMENT AND GENERAL RELEASE
Agreement and General Release • November 26th, 2008 • Terrestar Corp • Communications services, nec • Virginia

THIS AGREEMENT AND GENERAL RELEASE (“Agreement”) is made by and between TerreStar Networks Inc., a Delaware corporation (hereinafter referred to as “Employer”), and Neil Hazard, his heirs, executors, administrators, successors, and assigns (collectively referred to herein as “Employee”) (Employer and Employee shall be collectively referred to herein as “Parties”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Employment Agreement (as defined below).

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November 24, 2008
Letter Agreement • November 26th, 2008 • Terrestar Corp • Communications services, nec • Virginia

This letter (“Letter Agreement”) confirms our agreement concerning the amendment of the employment agreement between TerreStar Networks Inc., a Delaware corporation (the “Company”) and you, dated as of January 15, 2008, as amended by the letter agreement May 20, 2008 (the “Employment Agreement”), as needed to comply with section 409A of the Internal Revenue Code (“Section 409A”).

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