ex10_2.htm



  
    Exhibit
      10.2

    


    EMPLOYMENT
      AGREEMENT

    


     

    This
      Employment Agreement (this “Agreement”)
      is dated as of this 15th
      day of
January, 2008, by and between TerreStar
      Networks Inc., a Delaware corporation (hereinafter referred to as the “Company”),
      and Neil Hazard (the “Executive”).

     

    WHEREAS,
      the Company and the Executive entered into that
      certain employment agreement dated as of May 1, 2007, as amended (the
“Predecessor
      Agreement”), which expires by its terms on
      January 15, 2008; and

     

    WHEREAS,
      the Company and the Executive wish to continue
      the Executive’s employment with the Company following the expiration of the
      Predecessor Agreement under the terms and conditions set forth
      herein.

     

    CONSEQUENTLY,
      in consideration of the mutual
      covenants herein contained and of the mutual benefits herein provided, the
      Company and the Executive agree as follows:

     

    1.           
      Representations and
      Warranties.

     

    (a)           
      The Executive represents and warrants to the Company that the Executive is
      not
      bound by any restrictive covenants and has no prior or other obligations or
      commitments of any kind that would in any way prevent, restrict, hinder or
      interfere with Executive’s acceptance of continued
      employment or the performance of all duties and services hereunder to the
      fullest extent of the Executive’s ability and
      knowledge.  The Executive agrees to indemnify and hold harmless the
      Company for any liability the Company may incur as the result of the existence
      of any such covenants, obligations or commitments.

     

    (b)           
      The Company acknowledges and agrees that nothing herein shall be deemed to
      terminate, modify, alter or eliminate any compensation, benefits or related
      rights Executive already earned or in which he became fully vested (without
      any
      contingency that would result in the loss of such rights, compensation or
      benefits) in connection with his employment with the Company prior to the
      execution of this Agreement, including but not limited to any vesting in or
      contributions made to any pension funds, 401(k) plans, vested stock options
      or
      restricted stock or other equity interest in the Company.

     

    2.           
      Term of
      Employment.  The Company will continue to employ the Executive
      and the Executive accepts continued employment by the Company on the terms
      and
      conditions herein contained for the period (the “Employment
      Period”) provided
      in Section 5 of
      this Agreement.

     

    3.           
      Duties and Functions.

     

    (a)           
      (i)            The
      Executive shall be employed as Chief Financial Officer of the Company and shall
      oversee, direct and manage the financial operations of the Company. The
      Executive shall report directly to the Chief Executive Officer of the Company
      (the “CEO”).

    


    
      
        
          
          

        

        
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    (ii)           
      The Executive agrees to undertake the duties and responsibilities inherent
      in
      the position of Chief Financial Officer, which may encompass different or
      additional duties as may, from time to time, be assigned by the CEO, and the
      duties and responsibilities undertaken by the Executive may be altered or
      modified from time to time by the CEO. In addition, Executive acknowledges
      that,
      in addition to serving in his capacity as Chief Financial Officer of the
      Company, he shall serve as Executive Vice President and Chief Financial Officer
      of TerreStar Corporation (“TS Corp”) and shall undertake the duties and
      responsibilities inherent in such position as may be assigned by the CEO of
      TS
      Corp from time to time.  The Executive, however, acknowledges he shall
      not be entitled to any additional compensation solely for performing such duties
      and responsibilities inherent in these positions beyond the compensation
      provided pursuant to this Agreement.  The Executive agrees to abide by
      the rules, regulations, instructions, personnel practices and policies of the
      Company and any change thereof which may be adopted at any time by the
      Company.

     

    (b)           
      During the Employment Period, the Executive will devote his full time and
      efforts to the business of the Company and, except as expressly provided herein,
      will not engage in consulting work or any trade or business for his own account
      or for or on behalf of any other person, firm or corporation that competes,
      conflicts or interferes with the performance of his duties hereunder in any
      way.
      The Executive may engage in non-competitive business or charitable activities
      for reasonable periods of time each month so long as such activities do not
      interfere with the Executive’s responsibilities
      under this
      Employment Agreement.  The Company acknowledges that the Executive
      currently serves on the board of directors of the companies and organizations
      listed on Schedule
      A attached hereto (the “Other
      Company Board Obligations”) and that the Other Company Board Obligations
      do not violate the terms of this Agreement.  The Executive
      acknowledges that he does not reasonably expect that such Other Company Board
      Obligations will violate the terms of this Agreement during the Executive’s
      employment with the Company.  The Company acknowledges that, in
      addition to the Other Company Board Obligations, from time to time, the
      Executive may be asked to serve on the board of directors of other companies
      or
      organizations.  The Company and the Executive agree that, subject to
      the prior written approval of the Company, which shall not be unreasonably
      withheld, the Company shall permit the Executive to serve on the boards of
      up to
      two public companies and not more than four (4) boards in total at any one
      time
      (including the Other Company Board Obligations); provided, however,
      that, with
      respect to the Other Company Board Obligations and any additional board
      positions maintained by the Executive, such services (i) do not materially
      interfere with or materially affect the Executive’s service to the Company, (ii)
      do not otherwise create a situation where a conflict of interest or ethical
      concerns are likely to be created and (iii) are not for companies or
      organizations that compete directly with the Company’s business as then
      conducted.

     

    4.           
      Compensation.

     

    (a)           
      Base
      Salary:

     

    (i)           
      As compensation for his services hereunder, during the Executive’s employment as
      Chief Financial Officer, the Company agrees to pay the Executive abase
      salary at the rate of Four Hundred Fourteen Thousand ($414,000) per annum (the
      “Base
      Salary”), payable in accordance with the Company’s normal payroll
      schedule, or
      on such other periodic basis as may be mutually agreed upon by the Company
      and
      the Executive.  The Company may withhold from any
      amounts payable
      under this Agreement such federal, state or local taxes as shall be required
      to
      be withheld pursuant to any applicable law or regulation.

    


    
      
        
          
          

        

        
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    (ii)           
      At the end of calendar year 2008 and at the
      end of each subsequent calendar year thereafter, the Executive’s salary shall be
      reviewed in accordance with corporate policy in effect at the time and
      contributions made by the Executive to the Company during such calendar year
      subject to the provisions of Section 5 of this
      Agreement.

     

    (b)           
      Bonus:  The
      Executive shall be eligible to receive an annual cash bonus award (the “Annual Bonus”), which shall
      be based on a target of Sixty percent (60%) of the Executive’s then current
Base Salary (the “Target
      Annual Bonus”).  The Annual Bonus is not guaranteed and is
      contingent upon the Executive and the Company achieving deliverables or goals
      agreed to by the Executive and the CEO or compensation committee of the
      Board (the “Compensation
      Committee”).  Any Annual Bonus shall be
      determined by the Board or the Compensation
      Committee. 
      There will be an opportunity for the Executive to earn more than the Target
      Annual Bonus based upon Executive’s success in meeting identified performance
      targets during the relevant time period.  The Target Annual Bonus shall be paid, if at
      all, by no
      later than the fifteenth (15th) day of the third (3rd) month after the close
      of
      the fiscal year with respect to which the Target Bonus Award is
      payable. For
      purposes of this Agreement, the Executive’s Base Salary and Annual Bonus shall
      be referred to collectively as the “Total Cash
      Compensation.”

     

    (c)           
      Participation in
      Equity Incentive Program:  The Executive will be eligible to
      participate in the 2006 TerreStar
      Corporation Equity Incentive Stock Plan, as the same may be amended from time
      to
      time, and such other equity or
      long-term incentive programs
      that
      the Company has established or may, from time to time, establish for its
      employees or service providers (each, a “Plan”
      and, collectively, the “Plans”).  The
      terms and conditions governing eligibility for, entitlement to, and
      participation under any Plan shall be governed by such Plan and any other
      documents or agreements to be executed by the Executive or the Company in
      accordance therewith.

     

    (d)           
      Other
      Expenses:  In addition to the compensation described in this
Section 5,
      the
      Company agrees to pay and reimburse the Executive during his employment for
      all
      reasonable, ordinary and necessary, properly vouchered, client-related business
      or entertainment expenses incurred in the performance of his services hereunder
      in accordance with Company policy in effect from time to time; provided, however,
      that the
      amount available to the Executive for such travel, entertainment and other
      expenses may require advance approval by the Chief Financial Officer or such
      other executive officer of the Company pursuant to the Company’s policy then in
      effect.  The Executive shall submit vouchers and receipts for all
      expenses for which reimbursement is sought.

    
       

      (e)           
        Vacation:  During
        each calendar year, the Executive shall be entitled to the standard amount
        of
        vacation provided by the Company for senior level executives.

    

    


    
      
        
          
          

        

        
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    (f)           
      Fringe
      Benefits:  In addition to his compensation provided by the
      foregoing, the Executive shall be entitled to the benefits available generally
      to Company employees pursuant to Company programs, including, by way of
      illustration, personal leave, paid holidays, sick leave, profit-sharing,
      retirement, disability, dental, vision, group sickness, accident or health
      insurance programs of the Company which may now or, if not terminated, shall
      hereafter be in effect, or in any other or additional such programs which may be
      established by the Company, as and to the extent any such programs are or may
      from time to time be in effect, as determined by the Company and the terms
      hereof, subject to the applicable terms and
      conditions of the benefit plans in effect at that time.  Nothing
      herein shall affect the Company’s ability to modify, alter, terminate or
      otherwise change any benefit plan it has in effect at any given time, to the
      extent permitted by law.

     

    5.           
      Employment Period; Termination.

     

    (a)           
      Commencement.  The
      Executive’s employment under this Agreement shall commence on January 1, 2008 (the
“Commencement
      Date”), and shall continue thereafter until this Agreement expires on
      December 31, 2008 or the Executive’s
      employment is terminated by either party pursuant to the terms of this
      Agreement.  The parties acknowledge that, for purposes of seniority,
      benefits entitlement, vacation awards, and vesting in any pension/retirement
      programs, the Executive’s initial employment date with the Company shall be the
      relevant date for calculating his eligibility for and entitlement to any such
      programs, rather than the Commencement Date.

     

    (b)           
      Employment
      Period.  The Employment Period shall commence on the
      Commencement Date and shall continue until the earlier of: (i) the close of
      business on the first anniversary of the Commencement Date (the “Expiration
      Date”) (with the period from the Commencement Date through the Expiration
      Date being referred to herein the “Initial
      Term”); and (ii) the termination of the Executive’s employment pursuant
      to the terms of this Section
      5.  The Initial Term may be renewed or extended for any
      additional period or periods after the Initial Term (each, a “Renewal
      Term”) if the Executive and the Company mutually consent to such renewal
      or extension at any time on or prior to the Expiration Date or the last day of the expiring
      Renewal
      Term, as applicable.  The Initial
      Term
      plus any Renewal Terms shall be included in the “Employment
      Period.”

     

    (c)           
      Termination By
      Executive Without Good Reason.  Notwithstanding the provisions
      of Sections
      5(a) and 5(b) of
      this
      Agreement, the Executive may terminate the employment relationship at any time
      for any reason by giving the Company written notice at least forty-five (45)
      days prior to the effective date of termination.  The Company, at its
      election, may (i) require the Executive to continue to perform his duties
      hereunder for the full forty-five (45) day notice period, or (ii) terminate
      the
      Executive’s employment at any time during such 45-day notice period (but any
      such termination by the Company shall not be deemed to be a termination of
      the
      Executive’s employment without Cause).  Unless otherwise provided by
      this Section
      5, all
      compensation and benefits paid by the Company to the Executive shall cease
      upon
      his last day of employment.  The Executive acknowledges and agrees
      that the non-compete restrictions set forth in the Company’s Confidentiality,
      Non-competition, and Proprietary Rights Agreement or such other similar
      agreement by which the Executive is bound containing similar obligations (the
      “Confidentiality
      Agreement”) will remain in full force and effect for the twelve (12)
      month period subsequent to his termination pursuant to this Section
      5(c).  Furthermore, the obligations imposed on the Executive
      with respect to confidentiality, non-disclosure and assignment of rights to
      inventions or developments in this Agreement, any Confidentiality Agreement
      or
      any other similar agreement executed by the parties shall continue,
      notwithstanding the termination of the employment relationship between the
      parties.  Executive shall be entitled to receive any accrued but
      unpaid salary and bonuses declared and
      communicated to the Executive but not yet
      paid as of
      the effective date of his termination (other than
      such amounts as are subject to a deferred compensation arrangement)
      (collectively, net after deferrals, “Accrued
      Current Compensation”), and to be
      reimbursed in accordance with applicable Company policy for any reimbursable
      expenses that have not been reimbursed prior to such
      termination.

    


    
      
        
          
          

        

        
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    (d)           
      Termination By Company
      For Cause.  If the Executive's employment is terminated for
“Cause,” the Executive will not be entitled to and the Company shall not be
      obligated to pay any compensation or benefits of any type following the
      effective date of termination, but the Executive shall be entitled to receive
      any Accrued Current Compensation, and to be
      reimbursed in accordance with Company policy for any reimbursable expenses
      remaining due and owing that have not been reimbursed prior to his
      termination.  As used in this Agreement, the term “Cause” shall mean a
      termination for (i) the conviction of the Executive of, or the entry of a
      pleading of guilty or nolocontendere
      by the Executive
      to, any crime involving moral turpitude or any felony or fraud (which includes
      any acts of embezzlement or misappropriation of funds) or any material violation
      of the Sarbanes-Oxley Act of 2002; (ii) serious dereliction of a fiduciary
      obligation or duty of loyalty owed to the Company; (iii)  a refusal to
      substantially perform the Executive's duties hereunder or to comply with the
      policies and practices of the Company, except in the event that the Executive
      becomes permanently disabled as set forth in Section 5(f) of this
      Agreement; or (iv) Executive’s material breach of this
      Agreement.  Anything herein to the contrary notwithstanding, the
      Company shall give the Executive written notice prior to terminating the
      Executive's employment based upon a material breach of this Agreement (clause
      (iv) above), setting forth the exact nature of any alleged breach and the
      conduct required to cure such breach.  The Executive shall have
      forty-five (45) days from the giving of such notice within which to cure the
      breach.  The Executive acknowledges and agrees that the non-compete
      restrictions set forth in the Confidentiality Agreement will remain in full
      force and effect for the twelve (12) month period subsequent to his termination
      pursuant to this Section
      5(d).  Furthermore, the obligations imposed on the Executive
      with respect to confidentiality, non-disclosure and assignment of rights to
      inventions or developments in this Agreement, any Confidentiality Agreement
      or
      any other agreement executed by the parties shall continue, notwithstanding
      the
      termination of the employment relationship between the parties.

    
       

      (e)           
        Termination By
        Company
        Without Cause.  The Company may terminate the Executive without
        Cause by delivering written notice to the Executive at least forty-five (45)
        days prior to the effective date of such termination.

    

    


    
      
        
          
          

        

        
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    (i)           
      If the Executive's employment is terminated by the Company without Cause, then,
      subject to the terms and conditions set forth in this Section 5(e), the
      Executive shall be entitled to receive an
      aggregate amount equal to one (1) times the
      Executive’s then current annual Total Cash Compensation as severance pay. This
      severance pay shall be paid in substantially equal
      monthly installments (or such other frequency consistent with the Company’s
      payroll practice then in effect for active employees at the executive level)
      over a period of twelve (12) months, commencing no later than thirty (30) days
      after the Executive’s employment is terminated by the Company without Cause,
      except as otherwise provided in this Agreement.  In addition,
      to
      the extent that the Executive qualifies for, complies with the requirements
      of
      and otherwise remains eligible for continuation of his health care insurance
      benefits under COBRA, and payment of COBRA premiums is permitted under
      applicable laws and regulations, the Company shall pay the COBRA premiums until
      the earlier of (A) such time as the Executive obtains alternative employment
      and
      becomes eligible for health insurance through his new employer and (B) eighteen
      (18) months following the date of his termination.  For purposes of
      determining severance pursuant to this Section 5(e)(i), the
      Total Cash Compensation shall be calculated based on the Executive’s current
      Base Salary as of the effective date of his termination, and the full Target
      Annual Bonus for the relevant year.  Further, the Executive shall be entitled to
      receive any
      Accrued Current Compensation, and to be reimbursed in accordance with Company
      policy for any reimbursable expenses remaining due and owing that have not
      been
      reimbursed prior to his termination.

     

    (ii)           
      In addition to the Executive’s severance calculated in accordance with Section 5(e)(i),
if
      the Executive's employment is terminated by the
      Company without Cause,
the
      vesting period shall be
      accelerated for all of Executive’s unvested
      options, shares of restricted stock, or other rights to purchase equity
      securities of the Company (collectively, the “Award
      Shares”) awarded to Executive pursuant to any Plan, such that any then-unvested
      Award Shares awarded
      to Executive shall become fully vested effective immediately prior to the
      effective date of Executive’s termination of employment.

     

    (iii)           
      The Executive acknowledges and agrees that the non-compete restrictions set
      forth in the Confidentiality Agreement will remain in full force and effect
      for
      the twelve (12) month period subsequent to his termination pursuant to this
      Section
      5(e).  Furthermore, the obligations imposed on Executive with
      respect to confidentiality, non-disclosure and assignment of rights to
      inventions or developments in this Agreement, any Confidentiality Agreement
      or
      any other agreement executed by the parties shall continue, notwithstanding
      the
      termination of the employment relationship between the parties.

     

    (iv)           
      The severance pay, COBRA premium payment and accelerated vesting of Award Shares
      to be provided under this Section 5(e) are
      referred to herein collectively as the “Termination
      Compensation.”  The
      Executive
      shall not be entitled to any Termination Compensation unless (i) the Executive
      complies with all surviving provisions of any Confidentiality
      Agreement by which the Executive is bound, and (ii) the Executive executes
      and
      delivers to the Company after a notice of termination and
      on or before the last date on which the severance
      pay is scheduled to commence, a mutual release
      in form and
      substance acceptable to the Company by which the Executive releases the Company
      from any obligations and liabilities of any type whatsoever under this
      Agreement, except for the Company's obligations with respect to the Termination
      Compensation, which release shall not affect the Executive’s right to
      indemnification, if any, for actions taken within the scope of his
      employment.  Notwithstanding anything herein to the contrary, no
      Termination Compensation shall be paid or otherwise provided until all
      applicable revocation periods have fully expired, and the mutual release becomes
      fully and finally enforceable.  The parties hereto acknowledge that
      the Termination Compensation to be provided under this Section 5(e)(iv) is
      to be provided in part in consideration for the above-specified
      release.

    


    
      
        
          
          

        

        
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    (v)           
      Except as otherwise provided under Section
      11, the Termination Compensation described
      in this
Section 5(e) is
      intended to supersede any other severance payment provided by any Company
      policy, plan or practice.  Therefore, the Executive shall be
      disqualified from receiving any severance payment under any other Company
      severance policy, plan or practice.

    


    (f)           
      Termination for
      Executive’s Permanent Disability.  To the extent permissible
      under applicable law, in the event the Executive becomes permanently disabled
      during employment with the Company, the Company may terminate Executive’s
      employment under this Agreement by giving forty-five (45) days prior written
      notice to the Executive of its intent to terminate, and unless the Executive
      resumes performance of the duties set forth in Section 3 within
      forty-five (45) days of the date of the notice, Executive’s employment under
      this Agreement shall terminate at the end of such forty-five (45) day
      period.  If the Executive’s employment is terminated pursuant to this
Section 5(f),
      he shall be entitled to receive any Accrued
      Current Compensation, an aggregate amount equal
      to one-half
      of his then-current annual Total Cash Compensation as severance pay, and reimbursement in
      accordance with Company
      policy for any reimbursable expenses remaining
      due and owing that have not been reimbursed prior to his
      termination.  For purposes of determining severance pursuant to this
Section
      5(f), the Total Cash Compensation shall be
      calculated based on the Executive’s current Base Salary as of the effective date
      of his termination, and the full Target Annual Bonus for the relevant
      year.  This severance pay shall
      be paid in substantially equal monthly
      installments (or such other frequency consistent with the Company’s payroll
      practice then in effect for active employees at the executive level) over a
      period of twelve (12) months, commencing no later than thirty (30) days after
      the Executive’s employment is terminated because he becomes permanently
      disabled, except as otherwise provided in this Agreement, and shall be
      offset by amounts paid to the Executive under any disability insurance policy
      maintained or provided by the Company on the Executive.  If
      the Executive’s employment is terminated pursuant to
      this Section
      5(f), the vesting period shall be
      accelerated for all of Executive’s Award Shares awarded to Executive pursuant to
      any Plan, such that any then-unvested Award Shares awarded to Executive shall
      become fully vested effective immediately prior to the effective date of
      Executive’s termination of employment.  For the purposes
      of this Agreement, “permanently
      disabled” means the
      inability, due to physical or mental ill health, to perform the essential
      functions of the Executive's job,
      with
      a reasonable accommodation,
if
      applicable, for ninety (90) days
      during any one year of employment irrespective of whether such days are
      consecutive.  The Executive acknowledges and agrees that the
      non-compete restrictions set forth in any Confidentiality Agreement will remain
      in full force and effect for the twelve (12) month period subsequent to his
      termination pursuant to this Section
      5(f).  Furthermore, the obligations imposed on the Executive
      with respect to confidentiality, non-disclosure and assignment of rights to
      inventions or developments in this Agreement, any Confidentiality Agreement
      or
      any other agreement executed by the parties shall continue, notwithstanding
      the
      termination of the employment relationship between the
      parties.

    


    
      
        
          
          

        

        
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    (g)           
      Termination Due
      To
      Executive’s Death.  Executive’s employment under this Agreement
      will terminate immediately upon the Executive's death, and the Company shall
      not
      have any further liability or obligation to the Executive, his executors, heirs,
      assigns or any other person claiming under or through his estate, except that
      the Executive’s estate shall receive any Accrued
      Current Compensation,
and the Company
      shall provide severance pay to the Executive’s estate in
      an amount equal to one-half of his then-current annual Total Cash
      Compensation. For
      purposes of determining severance pursuant to this
Section
      5(g), the Total Cash Compensation shall be
      calculated based on the Executive’s current Base Salary as of the effective date
      of his death, and the full Target Annual Bonus for the relevant year.  Any severance
      pay shall
      be paid
      in a lump sum within ninety (90) days after the
      Executive’s death. If the
      Executive’s
      employment is
      terminated upon his death, the vesting period shall
      be accelerated for all of Executive’s Award Shares awarded to Executive pursuant
      to any Plan, such that any then-unvested Award Shares awarded to Executive
      shall
      become fully vested effective as of his date of death and shall be exercisable
      thereafter in accordance with the terms of the applicable award
      agreement.  At the Company’s discretion, the Company shall have the
      option to provide for payment of the cash severance pay called for under this
      Section
      5(g) by means of a life insurance policy
      owned by the Company on the Executive’s life, and the Executive agrees to take
      all steps reasonably necessary to fulfill any underwriting requirements in
      order
      for the Company to obtain such life insurance policy.  Any death
      benefit payment from such policy to the Executive’s estate or designated
      beneficiary shall offset, and not be paid in duplication of, the cash severance
      amount described in this Section 5(g).

    


    (h)           
      Termination by
      Executive for “Good Reason”.

     

                   
      (i)           
      Subject to the
      provisions of this Section
      5(h),
the
      Executive shall have the right to terminate his employment under this
      Agreement for Good Reason.

     

                   
      (ii)           For
      purposes of this Agreement, “Good Reason” means
      the occurrence of any of the following without
      the Executive’s consent:

     

    (1)
      the
      Company’s willful material breach of any provision of this
      Agreement;

     

    (2)
      any
      material adverse change in the Executive’s compensation, position (including
      his position as Chief Financial Officer of
      the Company and/or as Executive Vice President and Chief Financial Officer
      of TS
      Corp), authority,
      duties or responsibilities, orany
      other
      action by the Company (other than a change because the
      Executive becomes
      permanently disabled or as an
      accommodation under the Americans With Disabilities Act) which results in:
      a
      diminution in any material respect in Executive’s position, authority, duties,
      responsibilities or base compensation,
      which diminution continues in time over at least thirty (30) days, such that
      it
      constitutes an effective demotion (provided, however,
      that, for
      the avoidance of doubt, no diminution of title, position, duties or
      responsibilities shall be deemed to occur solely because the Company becomes
      a
      division, unit or subsidiary of another corporation or entity or because there
      has been a change in the reporting hierarchy incident thereto involving the
      Executive), excluding for this purpose material adverse changes made due to
      the
      Executive’s termination for Cause or termination by the Executive without Good
      Reason;

     

    


    
      
        
          
          

        

        
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    (3)
      relocation of the Company’s headquarters
      and/or the Executive’s regular work address to a location which requires the
      Executive to travel more than fifty (50) miles from the Executive’s residence
      (provided that it shall not qualify as “Good Reason” if the Company moves its
      headquarters within the Washington, D.C. Metropolitan Area -- i.e., anywhere
      within thirty (30) miles of Capitol Hill -- even if the new headquarters
      location is more than fifty (50) miles from Executive’s residence); or

     

    (4)
      any other action or inaction that constitutes a
      material breach by the Company of this Agreement;

     

    provided, however,
      that it
      shall not constitute Good Reason unless the Executive shall have provided the
      Company with written notice of the Company’s alleged actions constituting Good
      Reason (which notice shall specify in reasonable detail the particulars of
      such
      actions constituting Good Reason) within thirty
      (30) days after the initial existence of any such alleged actions and the
      Company has not cured any such alleged actions constituting Good Reason or
      substantially commenced its effort to cure such breach within thirty
      (30) days of the Company’s receipt of such written
      notice;
      provided further, that a termination by the Executive
      for Good Reason shall not be deemed to have occurred unless the termination
      occurs within two (2) years after the initial existence of any of the conditions
      specified in this Section 5(h)(ii). Notwithstanding
      the
      foregoing, in order to avoid any confusion, any consolidation, merger or other corporate
      restructuring of or between the Company and TerreStar Corporation (“TS Corp”) (including
      but not
      limited to any transaction or series of transactions that results in TS Corp becoming
      the sole
      shareholder of the Company, or that results in TS
      Corp and the
      Company being merged into one another), or any change in the reporting hierarchy
      incident thereto involving the Executive, shall not trigger “Good Reason” as
      long as Executive’s duties, responsibilities and compensation are not materially
      altered in an adverse manner with respect to the Company, regardless of whether
      the Company remains an independent corporate entity, or becomes a part of,
      or a
      unit, division or subsidiary of, TS
      Corp or any
      related company.

     

               
      (iii)            A
      termination for Good Reason shall be treated for all severance purposes as
      a
      Termination without Cause, and the Executive shall be entitled to receive all of the payments
      identified in Section
      5(e), subject to the terms and conditions
      of Section
      5(e), and Executive’s
      Award Shares
      in the Company or TS
      Corp, as applicable, shall be accelerated
      consistent with Section 5(e)(ii);
provided,
however,
      that in
      connection with a termination for Good Reason, the Executive shall be entitled
      to exercise stock options in accordance with the terms
      of
      the Plan and any applicable agreements governing such stock
      options.  The Executive acknowledges and agrees that the non-compete
      restrictions set forth in any Confidentiality Agreement will remain in full
      force and effect for the twelve (12) month period subsequent to his termination
      pursuant to this Section
      5(h).  Furthermore, the obligations imposed on the Executive
      with respect to confidentiality, non-disclosure and assignment of rights to
      inventions or developments in this Agreement, any Confidentiality Agreement
      or
      any other agreement executed by the parties shall continue, notwithstanding
      the
      termination of the employment relationship between the parties.

    


    
      
        
          
          

        

        
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    (i)           
      Expiration of the
      Agreement.  If this Agreement expires at the end of the Initial
      Term as a result of the Company not renewing or extending the Employment Period
      for a Renewal Term where the Executive was willing
      and able to execute a new contract providing terms and conditions substantially
      similar to those in the expiring contract and to continue performing such
      services, then upon the Executive’s termination of employment at or after
      such expiration
      of the
      Agreement, subject to the terms and conditions set forth in Section 5(e), the
      Executive shall be entitled to receive severance
      pay equivalent to nine (9) months of Total Cash Compensation.  The amount payable pursuant to the
      immediately preceding sentence shall be paid in substantially equal monthly
      installments (or such other frequency consistent with the Company’s payroll
      practice then in effect for active employees at the executive level) over a
      period of twelve (12) months, commencing no later than thirty (30) days after
      the Executive’s employment is terminated, except as otherwise provided in this
      Agreement.  For purposes of determining severance pay pursuant to this
Section
      5(i), the Total Cash Compensation shall be
      calculated based on the Executive’s current Base Salary as of the effective date
      of his termination, and the full Target Annual Bonus for the relevant
      year.  In addition, if the Executive’s employment terminates at or
      after the expiration of the Agreement under the conditions described in this
      Section
      5(i), to the extent that the Executive
      qualifies for, complies with the requirements of and otherwise remains eligible
      for continuation of his health care insurance benefits under COBRA, and payment
      of COBRA premiums is permitted under applicable laws and regulations, the
      Company shall pay the COBRA premiums until the earlier of (A) such time as
      the
      Executive obtains alternative employment and becomes eligible for health
      insurance through his new employer and (B) eighteen (18) months following the
      date of his termination.  Further, upon the Executive’s termination of
      employment at or after the expiration of this Agreement, the Executive shall
      be
      entitled to receive any Accrued Current Compensation, and to be reimbursed
      in
      accordance with Company policy for any reimbursable expenses remaining due
      and
      owing that have not been reimbursed prior to his termination.  The
      Executive acknowledges and agrees that the non-compete restrictions set forth
      in
      any Confidentiality Agreement will remain in full force and effect for the
      twelve (12) month period subsequent to his termination of employment on or
      after
      the expiration of this Agreement.  Furthermore, the obligations
      imposed on the Executive with respect to confidentiality, non-disclosure and
      assignment of rights to inventions or developments in this Agreement, any
      Confidentiality Agreement or any other agreement executed by the parties shall
      continue, notwithstanding the termination of the employment relationship between
      the parties.

     

    6.           
      Company Property. All
      correspondence,
      records, documents, software, promotional materials, and other Company property,
      including all copies, which come into the Executive's possession by, through
      or
      in the course of his employment, regardless of the source and
      whether created by the Executive, are the sole and exclusive property of the
      Company, and immediately upon the termination of the Executive's employment,
      or
      at any time the Company shall request, the Executive shall return to the Company
      all such property of the Company, without retaining any copies, summaries or
      excerpts of any kind or in any format whatsoever.  The Executive
      further agrees that should he discover any Company property or Confidential
      Information (as hereinafter defined) in his possession after the return of
      such
      property has been requested, the Executive agrees to return it promptly to
      the
      Company without retaining copies, summaries or excerpts of any kind or in any
      format whatsoever.

    


    
      
        
          
          

        

        
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    7.           
      Non-Competition;
      Non-Solicitation.  Executive acknowledges and agrees that, as a
      condition of his employment under this Agreement, he shall be required to
      execute a copy of a Confidentiality Agreement to the extent that he has not
      already done so, and he shall be bound by the terms and conditions of that
      Confidentiality Agreement, including those provisions addressing non-competition
      and non-solicitation of customers and employees, which shall continue in full
      force and effect throughout the course of his employment and shall survive
      the
      termination of this Agreement and the Executive’s employment with the Company
      for any reason.  The Executive acknowledges that he has received a
      copy of the Company’s Confidentiality Agreement and he fully understands its
      terms.  The Confidentiality Agreement, as well as all of the terms and
      obligations imposed on the Executive therein, is incorporated into this
      Agreement in their entirety by reference.  It shall not be a defense
      to any action seeking to enforce the terms of the Confidentiality Agreement
      that
      the Executive has failed to execute a copy of the Confidentiality
      Agreement.  The existence of a claim, charge, or cause of action by
      the Executive against the Company under this Agreement or otherwise shall not
      constitute a defense to the enforcement by the Company of the foregoing
      restrictive covenants contained in the Confidentiality Agreement, but such
      claim, charge, or cause of action shall be litigated separately.

     

    8.           
      Protection of Confidential
      Information. The Executive
      agrees
      that all information, whether or not in writing, relating to the business,
      technical or financial affairs of the Company and that is generally understood
      in the industry as being confidential and/or proprietary information, is the
      exclusive property of the Company.  The Executive agrees to hold in a
      fiduciary capacity for the sole benefit of the Company all secret, confidential
      or proprietary information, knowledge, data, or trade secret (“Confidential
      Information”) relating to the
      Company or any of its affiliates or their respective clients, which Confidential
      Information shall have been obtained during his employment with the
      Company.  The Executive acknowledges and agrees that, as a condition
      of his employment under this Agreement, he is and shall remain bound by the
      terms and conditions of the Confidentiality Agreement, including those
      provisions addressing the confidentiality and non-disclosure of Company
      Confidential Information, and those provisions, and he obligations they impose
      on the Executive shall continue in full force and effect throughout the course
      of his employment and shall survive the termination of this Agreement and the
      Executive’s employment with the Company for any reason.  The Executive
      agrees that he will not at any time, either during the Term of this Agreement
      or
      after its termination, disclose to anyone any Confidential Information, or
      utilize such Confidential Information for his own benefit, or for the benefit
      of
      third parties without written approval by an officer of the
      Company.  The Executive further agrees that all documents, memoranda,
      notes, records, data, schematics, sketches, computer programs, presentations,
      prototypes, or written, photographic,
      magnetic or other documents or tangible objects developed, created or compiled
      by him or made available to him at any time during his employment concerning
      the
      business of the Company and/or its clients, including any copies of such
      materials, shall be the property of the Company and shall be delivered to the
      Company on the termination of his employment, or at any other time upon request
      of the Company, and he shall not retain any such materials or copies of such
      materials subsequent to the termination of his employment for any
      reason.

    


    
      
        
          
          

        

        
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    9.            
       Intellectual
      Property.  The
      Executive
      acknowledges and agrees that he is and shall at all times remain bound by the
      terms and conditions of the Confidentiality Agreement during the course of
      his
      employment with the Company and thereafter, including those provisions
      addressing his obligations to the Company with respect to intellectual property
      belonging to the Company.  These obligations shall continue in full
      force and effect throughout the course of his employment and shall survive
      the
      termination of this Agreement and the Executive’s employment with the Company
      for any reason.

    


    10.           
      Injunctive
      Relief.  The Executive acknowledges that he understands that,
      in the event of a breach or threatened breach of this Agreement by the Executive
      (including the terms of the Confidentiality Agreement expressly incorporated
      herein by reference), the Company may suffer irreparable harm and will therefore
      be entitled to injunctive relief, without prior notice to the Executive and
      without the posting of a bond or other guarantee, to enforce this
      Agreement.  This provision is not a waiver of any other rights which
      the Company may have under this Agreement, including the right to recover
      attorneys’ fees and costs to cover the expenses it incurs in seeking to enforce
      this Agreement, as well as to any other
      remedies available to it, including money damages.

    


    11.           
      Change of Control
      Benefits.

    


     
      (a)            In the
      event that, at any time during the Executive’s employment under this Agreement,
      the Company and/or TS Corp experiences a
      Change of Control (as hereinafter defined) and Executive experiences a Change
      of
      Control Position Modification (as hereinafter defined) in
      connection with such Change of Control then,
      provided that Executive shall have executed a release in form and substance
      acceptable to the Company, and subject to the other terms and conditions
      contained in this Agreement, the Executive shall be entitled to receive a lump
      sum payment in an amount equal to two (2) times
      the Executive’s then current annual Total Cash Compensation as
      severance pay, in recognition of his
      contributions leading up to the Change of Control.  Such
      lump sum payment shall be reduced by the gross
      amount of severance, if any, received by the Executive pursuant to Section 5
      of this Agreement prior to the date of payment under
      this Section
      11.  For purposes of determining
      severance pursuant to this Section 11(a),
      the Total Cash Compensation shall be calculated based
      on the Executive’s current Base Salary as of the effective date of his
      termination (without giving effect to any reduction in Base Salary which gave
      rise to the Good Reason termination, if applicable), and the full Target Annual
      Bonus for the relevant year.  This severance pay shall be paid no
      later than thirty (30) days after the effective date of the Change of Control or,
      if later, the Change of Control Position Modification,
      except as otherwise specified under Section 11(c).
 In
      addition, vesting in
      all of Executive’s
      unvested Award Shares shall be accelerated such
      that Executive’s then unvested
      Award Shares
      shall become vested immediately prior to the effective date of Executive’s
      termination, subject to the terms and conditions of the applicable Plan and
      other agreements.  In addition, to the
      extent that the Executive qualifies for, complies with the requirements of
      and
      otherwise remains eligible for continuation of his health care insurance
      benefits under COBRA, and payment of COBRA premiums is permitted under
      applicable laws and regulations, the Company shall pay the COBRA premiums until
      the earlier of (A) such time as the Executive obtains alternative employment
      and
      becomes eligible for health insurance through his new employer and (B) eighteen
      (18) months following the date of his termination.  The severance
      provisions under this Section 11
      shall supersede, and not be in duplication of, the
      severance provisions contained in Section 5(e), except
      as otherwise specified under Section 11(c).

    


    
      
        
          
          

        

        
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      (b)           
        For purposes of this Agreement, the following terms shall have the following
        meanings:

      


      (i)           
        “Affiliate”
        shall mean, with respect to any Person, any other Person that controls, is
        controlled by or is under common control with the first Person.

       

      (ii)           
        “Change
        of Control” shall mean the earliest to
        occur of any
        of the following events,
        construed in accordance with Section 409A of the
        Internal Revenue Code of 1986, as amended, and the Treasury guidance promulgated
        thereunder (the “Code”): 

       

      (A)           
        any “person” (as defined in Section 3(a)(9) of the Exchange Act, and as modified
        in Section 13(d) and 14(d) of the Exchange Act), other than (1)
        Parent or any
        of its Subsidiaries, (2) any employee benefit plan of Parent or any of its
        Subsidiaries, (3) any Affiliate of
        Parent or any of its Subsidiaries, (4) a
        company owned, directly or indirectly, by stockholders of Parent in
        substantially the same proportions as their ownership of Parent or (5) an
        underwriter temporarily holding securities pursuant to an offering of such
        securities, or more than one person acting as a
        group, acquires ownership of securities
        of
        Parent or
        of the Company that, together with securities held by
        such person or group, constitutes more than
        50% of the
        shares of voting stock of Parent or of the Company
then outstanding (for
        the avoidance of
        doubt, the consummation of any merger, reorganization, business combination or
        consolidation of Parent or one of its Subsidiaries (including the Company)
        with
        or into any other entity, other than a merger, reorganization, business
        combination or consolidation which would result in the holders of the voting
        securities of Parent or the Company outstanding
        immediately
        prior thereto holding securities which represent immediately after such merger,
        reorganization, business combination or consolidation more than 50% of the
        combined voting power of the voting securities of Parent or the Company or the surviving
        company or the
        parent of such surviving company, may constitute
        a Change of Control under this Section
        11(b)(ii)(A));

       

      (B)           
        the
consummation
        of
        a sale or disposition by Parent or the
        Company of
        all or substantially all of Parent’s or the
        Company’s assets that, immediately after
        such sale or disposition, results in Parent or the Company no longer owning
        more
        than 80% of the total gross fair market value of the assets of Parent or
        the
        Company as applicable, but excluding any
        sale or disposition if the holders of the
        voting securities of Parent or
        the Company outstanding immediately prior
        thereto hold securities immediately thereafter which represent more than
        50% of
        the combined voting power of the voting securities of the acquiror, or parent
        of
        the acquiror, of such assets;

       

    

    
      
        
          
          

        

        
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      (C)           
        individuals who, as of the beginning of any twelve
        (12) month period,
constitute
        the Board of
        Directors of the Parent or the Company
        (each, an“Incumbent Board”) cease for any
        reason to constitute at least a majority of such Board within
        such twelve (12) month period; provided,
        however, that any individual becoming a director whose election to the Board of
        Directors of the Parent or the Company was approved
        by a vote
        of at least a majority of the directors then comprising the applicable
        Incumbent Board shall be considered as
        though such individual were a member of the Incumbent Board, but excluding,
        for
        this purpose, any such individual whose initial assumption of office occurs
        as a
        result of an election contest with respect to the election or removal of
        directors or other solicitation of proxies or consents by or on behalf of
        a
        person other than the Board of Directors of the
        Parent or the Company; provided further, that a change to the membership
        of the current Board of the Parent or
        the Company
        or any portion thereof as a result of or in connection with any consolidation,
        merger or other corporate restructuring of or between the Company and TS Corp (or the consolidation of the boards
        of
        directors of TS Corp and the Company as a
        result of such consolidation, merger or other corporate restructuring) shall
        not
        constitute a Change of Control for purposes of this
        Agreement.

    

     

    (iii)           
      “Change
      of Control Position Modification” shall mean that, coincident with or within three (3) months after
      a Change of Control, Executive’s employment with the Company is terminated by the Company or its successor without
      Cause (as
      defined in Section
      5(d) above) or Executive terminates his employment with
      the Company or its successor with Good Reason (as
      defined in Section 5(h)
      above). For the avoidance
      of
      doubt, no diminution of title, position, duties or responsibilities shall be
      deemed to occur solely because the Company has experienced a Change of Control
      or has been merged into or becomes a division, unit or subsidiary of another
      corporation or entity or because there has been a change in the reporting
      hierarchy incident thereto involving the Executive. A
      Change of Control Position Modification shall also be
      deemed to have occurred coincident with the Change of Control if the Executive’s
      employment with the Company had been terminated by the Company without Cause
      within the three- (3-) month period prior to the date on which the Change of
      Control occurred, and if it is reasonably demonstrated by the Executive to
      the
      Board that such termination of employment either was at the request of a third
      party who had taken steps reasonably calculated to effect the Change of Control
      or otherwise arose in connection with or in anticipation of the Change of
      Control.  Any determination by the Board in this regard shall be made
      in good faith taking into account all facts and circumstances surrounding the
      termination of employment.  In any event, a Change
      of
      Control Position Modification shall not be deemed to have occurred unless (a) the
      Executive shall have
      provided the Company with written notice of the Company’s alleged actions
      constituting a Change of Control Position Modification (which notice shall
      specify in reasonable detail the particulars of such actions) within
      thirty (30) days after the initial existence of
      any such alleged actions, and the Company has not cured any such alleged
      actions or substantially commenced its effort to cure such breach within thirty (30)
      days of the Company’s receipt of such written notice,
      and (b) the termination occurs within six (6) months
      after the initial existence of any one of the conditions specified in this
      Section
      11(b)(3) upon which the termination is
      based.

    


    
      
        
          
          

        

        
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    (iv)           
      “control”,
      “controlled
      by” and “under
      common control with”, as used with respect to any Person, means the
      possession, directly or indirectly, through one or more intermediaries or
      otherwise, of the power to direct or cause the direction of the management
      or
      policies of such Person, whether through the ownership of voting securities,
      contractually or in any other manner whatsoever.

    


    (v)           
      “Exchange
      Act” means the Securities Exchange Act of 1934, as amended from time to
      time.

    


    (vi)           
      “Parent”
      means TS Corp (including
      its successor
      through any internal reorganization) or, in case TS Corp is not the ultimate parent of the
      Company, the entity that is the ultimate
      parent corporation of the Company.

    


    (vii)           
      “Person”
      means any individual, firm, corporation, limited liability company, partnership,
      sole proprietorship, trust or other legally cognizable entity.

    


    (viii)           “Subsidiary”
      with respect to any specified Person, means:

    


    (A)           
      any corporation, association or other business entity of which more than 50%
      of
      the total voting power of shares of capital stock entitled (without regard
      to
      the occurrence of any contingency and after giving effect to any voting
      agreement or stockholders’ agreement that effectively transfers voting power) to
      vote in the election of directors, managers or trustees of the corporation,
      association or other business entity is at the time owned or controlled,
      directly or indirectly, by that Person or one or more of the other Subsidiaries
      of that Person (or a combination thereof); and

    


    (B)           
      any partnership (1) the sole general partner or the managing general partner
      of
      which is such Person or a Subsidiary (as defined in clause (A))
      of such
      Person or (2) the only general partners of which are that Person or one or
      more
      Subsidiaries (as defined in clause (A))
      of that Person (or any combination
      thereof).

     

    (c)           
      In the event that Executive suffers a
      Change of Control Position Modification that results in his termination of
      employment prior to the date that the Change of Control occurs, then, provided
      that Executive shall have executed a release in form and substance
      acceptable to the Company, and subject to the
      other terms and conditions contained in this Agreement, the Executive shall
      receive such benefits to which he is entitled under Section 5
of
      this Agreement absent the occurrence a Change of
      Control.  Notwithstanding the preceding sentence, within thirty (30)
      days after the effective date of the Change of Control, Executive shall cease
      receiving further severance pay payments under Section 5and
      shall receive the balance of the benefits (without
      interest) to which he is entitled under Section 11(a).  For
      the avoidance of doubt, the benefits
      provided under this Section 11shall
      not be made in duplication of any benefits
      provided under Section 5of
      this Agreement.

    


    
      
        
          
          

        

        
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    12.          Excise
      Tax on Parachute Payments

    


    (a)           
      The Executive shall bear all expense of, and be solely responsible for, all
      federal, state, local or foreign taxes due with respect to any payment received
      hereunder, including, without limitation, any excise tax imposed by Section
      4999
      of the Code; provided, however, that
      any payment or
      benefit received or to be received by the Executive in connection with a Change
      of Control or the termination of the Executive’s employment (whether payable
      pursuant to the terms of this Agreement (“Contract
      Payments”)
      or any other plan, arrangements or agreement with the Company or any affiliate
      (collectively with the Contract Payments, the “Total
      Payments”))
      shall be reduced to the extent necessary so that no portion thereof shall be
      subject to the excise tax imposed by Section 4999 of the Code but only if,
      by
      reason of such reduction, the net after-tax benefit received by the Executive
      shall exceed the net after-tax benefit that would be received by the Executive
      if no such reduction was made.

    


    (b)           
      For purposes of this Section 12, “net
      after-tax benefit” shall mean (i) the total of all payments and the value of all
      benefits which the Executive receives or is then entitled to receive from the
      Company that would constitute “excess parachute payments” within the meaning of
      Section 280G of the Code, less (ii) the amount of all federal, state and local
      income taxes payable with respect to the foregoing calculated at the maximum
      marginal income tax rate for each year in which the foregoing shall be paid
      to
      the Executive (based on the rate in effect for such year as set forth in the
      Code as in effect at the time of the first payment of the foregoing), less
      (iii)
      the amount of excise taxes imposed with respect to the payments and benefits
      described in (i) above by Section 4999 of the Code.

    


    (c)           
      The foregoing determination shall be made by a nationally recognized accounting
      firm (the “Accounting
      Firm”) selected by the Company and
      reasonably acceptable to the Executive (which may be, but will not be required
      to be, the Company’s independent auditors).  The Accounting Firm shall
      submit its determination and detailed supporting calculations to both the
      Executive and the Company within fifteen (15) days after receipt of a notice
      from either the Company or the Executive that the Executive may receive payments
      which may be “parachute payments.”  If
      the Accounting Firm determines
      that a reduction is required by this Section 12, the
      Executive, in the Executive’s discretion, may determine which of the Total
      Payments shall be reduced to the extent necessary so that no portion of the
      Total Payments shall be subject to the excise tax imposed by Section 4999 of
      the
      Code, and the Company shall pay such reduced amount to the Executive; provided
      that, if the Executive does not make such determination within ten (10) business
      days after the receipt of the calculations made by the Accounting Firm, the
      Company shall elect which and how much of the Total Payments shall be eliminated
      or reduced consistent with the requirements of this Section 12 and shall
      notify the Executive promptly of such election.

     

    
      (d)           
        The Executive and the Company shall each provide the Accounting Firm access
        to
        and copies of any books, records, and documents in the possession of the
        Executive or the Company, as the case may be, reasonably requested by the
        Accounting Firm, and otherwise cooperate with the Accounting Firm in connection
        with the preparation and issuance of the determinations and calculations
        contemplated by this Section
        12.  The fees and expenses of the Accounting Firm for its
        services in connection with the determinations and calculations contemplated
        by
        this Section 12
        shall be borne by the Company.

    

    


    
      
        
          
          

        

        
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    13.           
      Publicity.  Except
      as otherwise required by law, including but not limited to the disclosure
      obligations imposed on public companies under the federal and/or state
      securities laws, neither party shall issue, without consent of the other party,
      any press release or make any public announcement with respect to this Agreement
      or the employment relationship between them.  Following the date of
      this Agreement and regardless of any dispute that may arise in the future,
      the
      Executive and the Company jointly and mutually agree that they will not
      disparage, criticize or make statements that are negative, detrimental or
      injurious to the other to any individual, company or client, including within
      the Company.

    


    14.           
      Non-disparagement.  The
      Executive shall not, while executive is employed by the Company or at any time
      thereafter, directly, or through any other personal entity, make any public
      or
      private statements that are disparaging of the Company, its business or its
      employees, officers, directors, or stockholders.  The Company agrees
      to refrain from any public statements after the Executive’s employment with the
      Company ceases that are disparaging to the Executive.  The Company’s
      obligations under this section extend only to then current officers and members
      of the board, and only for so long as those individuals are officers or
      directors of the Company.

    


    15.           
      Binding
      Agreement.  This Agreement shall be binding upon and inure to
      the benefit of the parties hereto, their heirs, personal representatives,
      successors and assigns.  In the event the Company is acquired, is a
      non surviving party in a merger, or transfers substantially all of its assets,
      this Agreement shall not be terminated and the transferee or surviving company
      shall be bound by the provisions of this Agreement.  The parties
      understand that the obligations of the Executive are personal and may not be
      assigned by him.

     

    16.           
      Entire
      Agreement.  This Agreement contains the entire understanding of
      the Executive and the Company with respect to employment of the Executive and
      supersedes the
      Predecessor Agreement and any and all
      prior
      understandings, written or oral, except for the Confidentiality Agreement,
      the
      Plans and agreements that have been executed or are to be executed in connection
      with any Award Shares or other equity interests awarded to the Executive during
      the course of his employment; provided, however,
      that any provisions of this Agreement with respect to the vesting of, lapse
      of
      restrictions upon, or exercise of Award Shares that are more favorable to the
      Executive than the provisions set forth in the applicable award agreements
      shall
      be controlling and shall be treated by the parties as an amendment of such
      award
      agreements.  This Agreement
      may not be amended, waived, discharged or terminated orally, but only
      by
      an instrument in writing, specifically identified as an amendment to this
      Agreement, and signed by all parties.  By entering into this
      Agreement, the Executive certifies and acknowledges that he has carefully read
      all of the provisions of this Agreement and that he voluntarily and knowingly
      enters into said Agreement.

     

    
      17.           
        Severability.  Any
        provision of this Agreement which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be deemed severable from the
        remainder of this Agreement, and the remaining provisions contained in this
        Agreement shall be construed to preserve to the maximum permissible extent
        the
        intent and purposes of this Agreement.



    
      
        
          
          

        

        
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    18.           
      Tax
      Consequences.  Company will have no obligation to any Person
      entitled to the benefits of this Agreement with respect to any tax obligation
      any such Person incurs as a result of or attributable to this Agreement,
      including all supplemental agreements and employee benefits plans incorporated
      by reference therein, or arising from any payments made or to be made under
      this
      Agreement or thereunder.

     

    19.           
      Governing Law and Submission
      to
      Jurisdiction.  This Agreement shall be governed by, and
      construed and enforced in accordance with, the laws of the Commonwealth of
      Virginia, without giving effect to the principles of conflicts of law
      thereof.

     

    20.           
      Notices.  Any
      notice provided for in this Agreement shall be provided in
      writing.  Notices shall be effective from the date of service, if
      served personally on the party to whom notice is to be given, or on the second
      day after mailing, if mailed by first class mail, postage
      prepaid.  Notices shall be properly addressed to the parties at their
      respective addresses or to such other address as either party may later specify
      by notice to the other.

     

    21.           
      ARBITRATION.  The
      parties agree that, except as discussed in this Agreement, any controversy,
      claim or dispute arising out of or relating to this Agreement or
      the breach thereof,
      or arising out of or relating to the employment of the Executive, or the
      termination thereof, including any statutory or common law claims under federal,
      state, or local law, including all laws prohibiting discrimination in the
      workplace, shall be resolved by arbitration before a single arbitrator in
      Fairfax County, Virginia in accordance with the Employment Dispute Resolution
      Rules of the American Arbitration Association.  The parties agree that
      any award rendered by the arbitrator shall be final and binding, and that
      judgment upon the award may be entered in any court having jurisdiction
      thereof.  The parties further acknowledge and agree that, due to the
      nature of the confidential information, trade secrets, and intellectual property
      belonging to the Company and its affiliates
      to which the Executive has or will be given
      access, and the likelihood of significant harm that the Company and
      its affiliates would suffer in the event that
      such information was disclosed to third parties, nothing in this paragraph
      shall
      preclude the Company from going to court to seek injunctive relief to prevent
      the Executive from violating the obligations established in Sections 7 through
      9
      of this Agreement.
This
      agreement to arbitrate
      does not include claims that, by law, may not be subject to mandatory
      arbitration.

    


    
      
        
          
          

        

        
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    22.           
      Indemnification.

     

    (a)           
      Corporate
      Acts.  In his/her capacity as a director, manager, officer, or
      employee of the Company or serving or having served any other entity as a
      director, manager, officer, or the Executive at the Company’s request, the
      Executive shall be indemnified and held harmless by the Company to the fullest
      extent allowed by law, the Company’s charter and by-laws, from and against any
      and all losses, claims, damages, liabilities, expenses (including legal fees
      and
      expenses), judgments, fines, settlements and other amounts arising from any
      and
      all claims, demands, actions, suits or proceedings, civil, criminal,
      administrative or investigative, in which the Executive may be involved, or
      threatened to be involved, as a party or otherwise by reason of the Executive’s
      status, which relate to or arise out of the Company, their assets, business
      or
      affairs, if in each of the foregoing cases, (i) the Executive acted in good
      faith and in a manner the Executive believed to be in, or not opposed to, the
      best interests of the Company, and, with respect to any criminal proceeding,
      had
      no reasonable cause to believe the Executive’s conduct was unlawful, and (ii)
      the Executive’s conduct did not constitute gross negligence or willful or wanton
      misconduct (and the Company shall also advance expenses as incurred to the
      fullest extent permitted under applicable law, provided the Executive provides
      an undertaking to repay advances if it is ultimately determined that Executive
      is not entitled to indemnification). The Company shall advance all expenses
      incurred by the Executive in connection with the investigation, defense,
      settlement or appeal of any civil or criminal action or proceeding referenced
      in
      this Section
      22, including but not necessarily limited to legal counsel, expert
      witnesses or other litigation-related expenses.  The Executive shall
      be entitled to coverage under the Company’s directors and officers liability
      insurance policy in effect at any time in the future to no lesser extent than
      any other officers or directors of the Company.  After the Executive
      is no longer employed by the Company, the Company shall keep in effect the
      provisions of this Section 22, which
      provision shall not be amended except as required by applicable law or except
      to
      make changes permitted by law that would enlarge the right of indemnification
      of
      the Executive.  Notwithstanding anything herein to the contrary, the
      provisions of this Section 22 shall
      survive the termination of this Agreement and the termination of the Employment
      Period for any reason.

     

    (b)           
      Personal
      Guarantees.  The Company shall indemnify and hold harmless the
      Executive for any liability incurred by him/her by reason of his/her execution
      of any personal guarantee for the Company’s benefit (including but not limited
      to personal guarantees in connection with office or equipment leases, commercial
      loans or promissory notes).

     

    (c)           
      The indemnification provision of this Section 22 shall be
      in addition to any other liability the Company otherwise may have to the
      Executive to indemnify him for his conduct in connection with his efforts on
      the
      Company’s behalf.

     

    23. Section
      409A Safe
      Harbor.

     

    
      (a)           
        This Agreement is intended to comply
        with,
        or otherwise be exempt from, Section 409A of the Code.

       

      
        (b)           
          This Company shall undertake to administer,
          interpret, and construe this Agreement in a manner that does not result
          in the
          imposition on the Executive of any additional tax, penalty, or interest
          under
          Section 409A of the Code.

         

        (c)           
          If the Company determines in good
          faith
          that any provision of this Agreement would cause the Executive to incur
          an
          additional tax, penalty, or interest under Section 409A of the Code,
          theCompany and the Executive agree that
          they will execute any and all amendments to this Agreement permitted under applicable law as
          they mutually agree in good faith may be necessary to
          ensure compliance with the distribution provisions of Section 409A of the
          Code
          or as otherwise needed to ensure that this Agreement complies with Section
          409A.

         

        
          
            
              
                
                

              

              
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                  19
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        (d)           
          The preceding provisions, however,
          shall
          not be construed as a guarantee by the Company of any particular tax effect
          to
          the Executive under this Agreement.  The Company shall not be liable
          to the Executive for any payment made under this Agreement, at the direction
          or
          with the consent of the Executive, that is determined to result in an additional
          tax, penalty, or interest under Section 409A of the Code, nor for reporting
          in
          good faith any payment made under this Agreement as an amount includible
          in
          gross income under Section 409A of the Code.

         

        (e)           
          For purposes of Section 409A of the
          Code,
          the right to a series of installment payments under this Agreement shall
          be
          treated as a right to a series of separate payments.

         

        (f)           
          With respect to any reimbursement
          of
          expenses of, or any provision of in-kind benefits to, the Executive, as
          specified under this Agreement, such reimbursement of expenses or provision
          of
          in-kind benefits shall be subject to the following conditions: (i) the
          expenses
          eligible for reimbursement or the amount of in-kind benefits provided in
          one
          taxable year shall not affect the expenses eligible for reimbursement or
          the
          amount of in-kind benefits provided in any other taxable year, except for
          any
          medical reimbursement arrangement providing for the reimbursement of expenses
          referred to in Section 105(b) of the Code; (ii) the reimbursement of an
          eligible
          expense shall be made no later than the end of the year after the year
          in which
          such expense was incurred; and (iii) the right to reimbursement or in-kind
          benefits shall not be subject to liquidation or exchange for another
          benefit.

         

        (g)           
          “Termination of employment,” or words of
          similar import, as used in this Agreement, means for purposes of Section
          409A of
          the Code the date as of which the Company and the Executive reasonably
          anticipate that no further services will be performed by the Executive
          and shall
          be construed as the date that the Executive first incurs a “separation from
          service” for purposes of Section 409A of the Code.

         

        (h)           
          If a payment obligation under this
          Agreement arises on account of the Executive’s separation from service while the
          Executive is a “specified employee” (as defined under Section 409A of the Code
          and determined in good faith by the Compensation Committee), any payment
          of
“deferred compensation” (as defined under Treasury Regulation Section
          1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation
          Sections 1.409A-1(b)(3) through (b)(12)) shall accrue without interest
          and shall
          be made within 15 days after the end of the six-month period beginning
          on the
          date of such separation from service or, if earlier, within 15 days
          afterthe
          appointment of the personal representative or
          executor of the Executive’s estate following his death.

        
           

          24.          Miscellaneous.

           

          (a)           
            No delay or omission by the Company in exercising any right under this
            Agreement
            shall operate as a waiver of that or any other right. A waiver or consent
            given
            by the Company on any one occasion shall be effective only in that instance
            and
            shall not be construed as a bar or waiver of any right on any other
            occasion.

           

          (b)           
            The captions of the sections of this Agreement are for convenience of
            reference
            only and in no way define, limit or affect the scope or substance of
            any section
            of this Agreement.

        

      

    

    


    
      
        
          
          

        

        
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            20
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    (c)           
      The language in all parts of this Agreement will be construed, in all cases,
      according to its fair meaning, and not for or against either party hereto.
      The
      parties acknowledge that each party and its counsel have reviewed and revised
      this Agreement and that the normal rule of construction to the effect that
      any
      ambiguities are to be resolved against the drafting party will not be employed
      in the interpretation of this Agreement.

     

    (d)           
      The obligations of Company under this Agreement, including its obligation to
      pay
      the compensation provided for in this Agreement, are contingent upon the
      Executive’s performance of the Executive’s obligations under this
      Agreement.

     

     

    [Signature
      Page
      Follows]

     

     

    


     

     

    


    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
      duly
      executed and delivered, by its authorized officers or individually, on the
      date
      first set forth above in the opening paragraph of this Agreement.

     

     

    
      
        	 	TerreStar
                Networks
                Inc.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/	Robert
                H. Brumley	 
	 	 	 	Robert
                H. Brumley	 
	 	Its: 	 	President
                and CEO	 
	 	 	 	 	 
	 	 	 	 	 
	 	Neil
                Hazard	 
	 	 	 	 	 
	 	By:
                	/s/	Neil
                Hazard	 
	 	 	 	Neil
                Hazard	 
	 	Executive