Employment Letter of  Alexander H. Good, dated February 26, 2004



 Exhibit 10.62 
 

 
 Gary Parsons, Chairman & CEO 
 Gary.parsons@xmradio.com 
 (703) 390-2749 
 February 26, 2004 
 Alexander H. Good 
 5303 Westridge Drive 
 Boulder,
Colorado 80301 
  

	 	Re:	Employment Agreement 

 Dear Alex: 
 We are pleased to welcome you to Mobile Satellite Ventures and look forward to having you with us. The purpose of this letter is to set forth an Agreement of the terms
and conditions of your employment with Mobile Satellite Ventures, LP (the Company). 
 The Company hereby agrees to employ the Executive and the Executive
agrees to be employed under the terms and conditions set forth below. 
  

	1.	Title and Reporting: Your title will initially be Vice Chairman and Chief Executive Officer of Mobile Satellite Ventures LP and you will immediately be elected to the Board of
Directors. Within eighteen months of the date of this Agreement you will assume the role of Chairman of the Board of MSV LP, subject to final Board approval. You shall report to the Board of Directors. 

  

	2.	Duties and Responsibilities: You will be responsible for the overall management and direction of the Company including existing operations, business planning, strategic positioning
and all activities normally associated with the role of Chief Executive Officer and such additional responsibilities as the Board may from time to time assign. Such additional duties may include serving as an. officer or director on subsidiaries of
the Company. 

  

	3.	Term: The term of the Agreement shall commence on the date of signature of the last party hereto and shall mirror the vesting period for all unit option grants
provided to the Executive; provided however, that termination short of such period shall be governed by Paragraph 14 below or the Change of Control Agreement dated February , 2004, whichever is relevant. 

  

	4.	Salary: You will have an initial salary of $375,000, to be paid periodically and in accordance with the normal practices of the Company. The Executive will receive a salary review
on an annual basis. 

  

	5.	 Cash Bonus: The Executive shall have the opportunity to earn an annual cash bonus to be paid in the first quarter of each year. The expected cash bonus will be 50%
of Executive’s annualized ending salary for the previous year. The objectives for achieving the cash bonus would be mutually agreed by the Executive and the Board. The objectives will include a component for the 



  


			
	Mobile Satellite Ventures LP	  	10802 Parkridge Boulevard, Reston, Virginia, 20191-5416









 

 
  

	 	continued efficient operation of the business; however, the bonus will e weighted toward development of the next generation business, including regulatory, M&A, and funding.
There is no maximum or minimum bonus, provided however, that for 2004 to be paid in the first quarter of 2005, the cash bonus would be guaranteed to be not less than half of 80% of the Executive annualized ending salary. 

  

	6.	Unit Options in MSV LP: You would immediately be granted options on 400,000 units in the MSV LP 2001 Unit Incentive Plan, as amended, at a strike price of $6.45 and a three years
vesting period consistent with the MSV LP Unit Option Agreement granted MSV employees at the inception of the Plan in December 2001. You would be awarded not less than an additional 200,000 shares on the first anniversary of this Agreement at a
strike price of the lower of $6.45 or such amount as evidenced by its most recent fundraising. The treatment of the unit options shall be consistent with the MSV LP 2001 Unit Incentive Plan (as amended from time to time) and the Change of Control
Agreement dated February _, 2004, which shall be appended hereto and included by reference in this Agreement. 

  

	7.	Stock Option in TerreStar Networks Inc. You will also be granted a similar award of 292,132 options to purchase common stock in TerreStar Networks Inc. (subject to Board approval of
any stock incentive plan amendment that may be required to effect such grant) at a strike price of $.08886, or such other reasonable price as may be determined by the Board in good faith, to be the actual value. Vesting and other elements of the
TerreStar 2002 Stock Incentive Plan will be consistent with those granted MSV employees at the inception of the Plan in July 2002 including without limitation the vesting upon change of control as specified in the
Change of Control Agreement, dated February , 2004. 

  

	0.	Benefits: The Executive shall participate in all the benefit plans of the Company available to the Company’s senior executives, including: 

 a. Health and Dental Insurance as provided by the Company; 
 b. Tax deferred,
company match 401 K or other savings plans; 
 c. Life and Disability insurance; 
 d. Four weeks of paid vacation, plus holidays; 
  

	1.	Location and Commuting Expenses: It is understood that your employment location would be at the corporate headquarters in Reston, Virginia. Upon starting your employment, you would
initially commute to Virginia headquarters and will be reimbursed for travel and temporary housing expenses prior to your move. During this commuting period, you will spend an average of three nights per week (for example, Friday, Saturday and
Sunday) at your home in Boulder, Colorado. 

  


			
	Mobile Satellite Ventures LP	  	10802 Parkridge Boulevard, Reston, Virginia, 20191-5416









 

 
 Actual out of pocket commuting expenses will be reimbursed. For the period subsequent to the initial commuting,
you would rent suitable family accommodations reasonably close to the Virginia headquarters, the cost of which would be reimbursed by the Company. It is anticipated that the total period of your reimbursement for commuting and renting would be for a
total of approximately 180 days. 
  

	10.	Loss on Sale of Home: The Company shall offset, to a maximum of $200,000.00, any loss realized by the Executive on the sale of his home in Boulder, Colorado for less than the
Executive’s original purchase price of $1.775M. The loss amount will be payable by MSV immediately upon the closing of the sale transaction. 

  

	11.	Moving and Relocation Expenses: The Company shall reimburse Executive for reasonable out-of-pocket moving and relocation expenses related to packing, transport and moving fees,
flights for family members and real estate commission fees and also including up to three (3) house hunting trips by Executive and his spouse. 

  

	12.	Business Expenses: The Company shall reimburse the Executive for all reasonable business and professional expenses incurred by the Executive in connection with his employment with
the Company in accordance with company policies. 

  

	13.	Outside Activities: The Company acknowledges that the Executive has and may initiate reasonable outside Board and philanthropic endeavors as long as they do not pose a conflict of
interest with the business of MSV or impede his ability to perform his Duties and Responsibilities. 

  

	14.	Termination by Company: (i) During the first six months of Executive’s employment, should the Company undergo a Change in Control resulting in termination of the
Executive, or should the Company terminate the Executive without cause,. Executive shall be entitled to an immediate one time payment of no less than 1.0 times (Ix) annual salary plus target bonus, an immediate vesting of
all unit options and shall be entitled to maintain all benefits provided in Paragraph 8 above for a period of one year. (ii) Any termination due to a Change in Control or without cause after the first six months of Executive’s employment
shall be governed by the Change of Control Agreement attached hereto. 

 Termination “without cause” shall be defined
as any termination that is not for “Cause” as that term is defined in section 8.4 of the Change of Control Agreement attached hereto. “Change in Control” shall also be as defined in section 8.5 of the Change of Control Agreement
attached hereto. Any inconsistency between the use and interpretation of terms used herein and in the Change of Control Agreement shall be governed by the interpretation and meaning given them in the Change of Control Agreement. 
 If Executive is terminated for cause (as defined in section 8.4 in the Change of Control Agreement attached hereto), the Executive’s compensation
shall be limited to the salary and bonus due and payable at the date of the Executive’s termination and a limited right to exercise vested options only, in accordance with the Option Grant Agreements. 
  


			
	Mobile Satellite Ventures LP	  	10802 Parkridge Boulevard, Reston, Virginia, 20191-5416









 

 
  

	15.	Change of Control Protections: The Executive and Company shall execute a Change of Control Agreement, dated February , 2004, a copy of which is appended hereto and incorporated by
reference. 

  

	16.	Directors and Officer’s Liability Insurance Coverage and Indemnification for Official Acts: The Company warrants that it shall provide adequate D&O Liability insurance to
protect Executive from liability from his duties as Vice Chairman (and subsequently Chairman) and Chief Executive Officer for MSV LP and any of its affiliates or subsidiaries. The Company shall indemnify the Executive for all awards, attorney’s
fees and costs related to his employment with MSV LP that are not paid by such D&O insurance policy with the exception of such awards, attorney’s fees and costs that arise due to Executive’s willful and gross misconduct or conviction
of a felony. 

  

	17.	Start Date: The Company acknowledges that Executive shall have a reasonable period not to exceed 45 days after the execution of this Employment Agreement to complete existing
obligations. 

  

	18.	Choice of Law: This Agreement shall be governed by the Laws of Virginia. 

  

	19.	Counterparts, Severability and Notices: This Agreement may be executed in one or more counterparts each of which shall be deemed an original. If any part of this Agreement is found
to be illegal or unenforceable, such determination shall not affect the enforceability of the remaining provisions which shall remain in effect. All notices shall be hand delivered to the Executive and if to the Company, by hand delivery to the
President and COO or Legal Counsel. 

  

	
	Sincerely,
	
	 /s/ Gary Parsons

	Gary Parsons
	Chairman of the Board
	MSV LP
	Date Executed: February, 2004
	AgA-d to and Accepted:

  

	
	
	 /s/ Alexander H. Good

	Alexander H. Good
	Executive
	Date Executed: February 29, 2004

  


			
	Mobile Satellite Ventures LP	  	10802 Parkridge Boulevard, Reston, Virginia, 20191-5416