**[AWARD FOR**

**MAY 1, 2008 DIRECTOR GRANTS]**

**TERMS OF STOCK OPTION**

 

This Agreement, including Schedule A hereto, (collectively, the "Agreement") sets forth the terms of one or more stock options (each an "Option" collectively, the "Options") granted to you (the "Grantee") by SkyTerra Communications, Inc., a Delaware corporation (the "Company").

**BACKGROUND**

|   | A. | Grantee is a director of the Company. |
|--------|----|---------------------------------------|

B.        In consideration of services to be performed, the Company desires to afford Grantee an opportunity to purchase shares of its common stock in accordance with the SkyTerra Communications, Inc. 2006 Equity and Incentive Plan (the "Plan") as hereinafter provided.

C.        Any capitalized terms not otherwise defined herein shall have the meaning accorded them under the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties, hereto, intending to be legally bound, agree as follows:

1.         Grant of Options. The Company hereby irrevocably grants to the Grantee the right to purchase all or any part of the aggregate number of shares of Common Stock (the "Option Shares") specified on Schedule A attached hereto (the "Certificate"), which option(s) shall constitute a        Nonqualified Stock Option, at the grant price(s) listed in the Certificate (the "Option Price"), during the period and subject to the conditions hereinafter set forth.

2.         Option Period. The Options may be exercised in accordance with the provisions of Paragraphs 3 and 4 hereof during the applicable Option Period, which shall begin on the Grant Date specified in the Certificate and shall end on the Option Expiration Date specified in the Certificate.        All rights to exercise the Options shall terminate on the applicable Option Expiration Date, unless terminated sooner in accordance with the terms hereof.

3.         Exercise of Option. Each Option shall be exercisable in accordance with the applicable vesting schedule and at the applicable grant price per share specified on Certificate, provided that any portion of any Option which is exercisable in any year, but not exercised, may be carried        forward and exercised in any future year during the applicable Option Period, but in no event past the applicable Option Expiration Date.

|   | (a) | Except as provided in Section 3(b), upon the termination by the Company or its Subsidiaries of the Grantee’s service with the Company and its Subsidiaries, other than for Cause, any portion of the Options that is not exercisable as of the date of such termination of service shall immediately vest, and the vested portion of the Options shall remain                        exercisable for a |
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period of one year from and including the date of termination of service (and shall terminate thereafter).

 

|   | (b) | In the event that, following the Grant Date, the Grantee's service with the Company and its Subsidiaries is terminated as a result of such Grantee's not being renominated to an additional term of the Board of Directors, any portion of the Options that is not exercisable as of the date of such termination of service shall become fully vested and exercisable                        upon the date of such termination of service and shall remain exercisable until the Option Expiration Date. |
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|   | (c) | Upon the termination by the Grantee of the Grantee’s service with the Company or its Subsidiaries, that portion of the Options which is exercisable as of the date of such termination of service shall remain exercisable for a period of 90 days from and including the date of termination of service (and shall terminate thereafter). Unless the Committee                        in its sole discretion determines otherwise, any portion of outstanding Options which is not exercisable as of the date of such termination of employment shall terminate upon the date of such termination of service. |
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|   | (d) | If the Grantee shall die while providing services to the Company or its Subsidiaries, or within 30 days after the date of termination of Grantee’s service, or if the Grantee's service terminates by reason of Disability, that portion of the Options which is exercisable as of the date of such termination of service shall remain exercisable for a period                        of one year from and including the date of termination of employment or service (and shall terminate thereafter). Unless the Committee in its sole discretion determines otherwise, any portion of the Options which is not exercisable as of the date of such termination of service shall terminate upon the date of such termination of service. |
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|   | (e) | If the Grantee's service is terminated by the Company or its Subsidiaries for Cause, all outstanding Options, whether or not they are exercisable as of the date of such termination of service, shall terminate upon the date of such termination of service. |
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4.         Manner of Exercise. Exercise of the Options shall be by written notice to Company pursuant to Paragraph 10 hereof which includes payment for the Option Shares in accordance with the terms of the Plan. Upon receipt of such notice and payment, the Company shall deliver a certificate        or certificates representing the Option Shares purchased. The certificate or certificates representing the Option Shares shall be registered in the name of the Grantee, or if the Grantee so requests, shall be issued in or transferred into the name of the Grantee and another person jointly with the right of survivorship. The certificate or certificates shall be delivered to or upon the written order of the Grantee. No Grantee or his legal representative, legatees or distributees, as the        case may be, shall be or shall be deemed to be a holder of any shares subject to the Options unless and until certificates for such shares are issued

 

(3)

 

 

 

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to him or them upon the exercise of an Option. The Option Shares that shall be purchased upon the exercise of the Options as provided herein shall be fully paid and nonassessable.

5.         Transferability of Options. The Options are not transferable by the Grantee other than by will or by the laws of descent and distribution in the event of the Grantee's death, in which event the Options may be exercised by the heirs or legal representatives of the Grantee as provided        in Paragraph 4 hereof. The Options may be exercised during the lifetime of the Grantee only by the Grantee. Any attempt at assignment, transfer, pledge or disposition of the Options contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Options shall be null and void and without effect. Any exercise of the Options by a person other than the Grantee shall be accompanied by appropriate proofs of the right of such person to exercise the        Options.

6.         Option Shares to be Purchased for Investment. Unless the Company has notified the Grantee pursuant to Paragraph 10 hereof that a registration statement covering the Option Shares has become effective under the Securities Act of 1933 (the "Act"), it shall be a condition to the        exercise of the Options that the Option Shares acquired upon such exercise be acquired for investment and not with a view to distribution. If requested by the Company upon advice of its counsel that the same is necessary or desirable, the Grantee shall, at the time of purchase of the Option Shares, deliver to the Company Grantee's written representation that Grantee (a) is purchasing the Option Shares for his own account for investment, and not with a view to public distribution or with        any present intention of reselling any of the Option Shares (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act); (b) has been advised and understands that (i) the Option Shares have not been registered under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the Option Shares under the Act or to take any action        which would make available to the Grantee any exemption from such registration; and (c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws.

7.         Changes in Capital Structure. The number of Option Shares covered by the Options and the Option Price shall be subject to adjustment in accordance with Section 4(d) of the Plan.

8.       Legal Requirements. If the listing, registration or qualification of the Option Shares upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the        purchase of the Option Shares, the Company shall not be obligated to issue or deliver the certificates representing the Option Shares as to which the Options have been exercised unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. The Options do not hereby impose on the Company a duty to so list, register, qualify, or effect or obtain consent or approval. If registration is considered unnecessary by the Company or its        counsel, the Company may cause a legend to be placed on the certificates for the Option Shares being issued calling attention to the fact that they have been acquired for investment and have not been registered, such legend to read substantially as follows:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE

 

(3)

 

 

 

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SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING SUCH SECURITIES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS."

9.       No Obligation to Exercise Options. The Grantee shall be under no obligation to exercise the Options.

10.     Notices. All notices required or permitted hereunder shall be in writing and shall be deemed to be properly given when personally delivered to the party entitled to receive the notice or when sent by certified or registered mail, postage prepaid, properly addressed to the party        entitled to receive such notice at the address stated below:

|   | If to the Company: | Address of Company on file with the |
|--------|--------------------|-------------------------------------|

|   | Securities and Exchange Commission |
|--------|------------------------------------|

|   | Attention: General Counsel |
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|   | If to the Grantee: | Address of Grantee on file with the Company |
|--------|--------------------|---------------------------------------------|

 

11.       Administration. The Options have been granted pursuant to the Plan, and are subject to the terms and provisions thereof. By acceptance hereof the Grantee acknowledges receipt of a copy of the Plan. All questions of interpretation and application of the Plan and the Options shall be determined        by the Company, and such determination shall be final, binding and conclusive.

12.       Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

13.       Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware without regard to conflicts of laws principles.

14.       Acceptance. This Agreement may be accepted via an electronic acceptance, or in manually executed counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15.       Amendment. This Agreement may not be amended except via an electronic acceptance or in a writing signed by both parties.

 

 

(4)

 

 

 

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IN WITNESS WHEREOF, this Agreement has been executed and delivered to the Grantee identified in Schedule A hereto as of the Grant Date.

 

| SKYTERRA COMMUNICATIONS, INC |
|------------------------------|
|                         |   |
|                         |   |
| By:                          | /s/ Randy Segal |
|                         | Name: Randy Segal |
|                         | Title: Senior Vice President and General |
|                         | Counsel |

 

 

 

| GRANTEE |
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(5)

 

 

 

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SCHEDULE A

 

NAME:

 

 

| TYPE OF OPTIONS | NUMBER OF OPTIONS | GRANT DATE  | EXERCISE PRICE PER SHARE | VESTING SCHEDULE                                                                                                             | OPTION EXPIRATION DATE |
|-----------------|-------------------|-------------|--------------------------|------------------------------------------------------------------------------------------------------------------------------|------------------------|
| NQSO            | 20,000            | May 1, 2008 | $8.15                    | 1/3 of the Options on each anniversary of the Grant Date, subject to the terms and conditions of the Plan and this Agreement | May 1, 2018            |

 

 

(6)