ex10_1.htm



  
    Exhibit
      10.1

      


      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 Robert H. Brumley (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.


      
        
          
          

        

        
          -
            1
            -

          
            

          

        

        
          
          

        

      

       

      3.           
        Duties and Functions.

       

      (a)           
        (i)            The
        Executive shall be employed as President and Chief Executive Officer of the
        Company and shall oversee, direct and manage all operations of the Company.
        The
        Executive shall report directly to the Board of Directors of the Company
        (the
“Board”).

       

       (ii)           The
        Executive agrees to undertake the duties and responsibilities inherent in
        the
        position of President and Chief Executive Officer, which may encompass different
        or additional duties as may, from time to time, be assigned by the Board,
        and
        the duties and responsibilities undertaken by the Executive may be altered
        or
        modified from time to time by the Board. In addition, Executive acknowledges
        that, in addition to serving in his capacity as President and Chief Executive
        Officer of the Company, he shall serve as President and Chief Executive Officer
        of TerreStar Corporation (“TS Corp”) and shall undertake the duties and
        responsibilities inherent in such position as may be assigned by the Board
        of
        Directors 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.


      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      

       

      4.           
        Compensation.

       

      (a)           
        Base
        Salary:

       

      (i)           
        As compensation for his services hereunder, during the Executive's employment
        as
        President and Chief Executive Officer, the Company agrees to pay the Executive
        a
        base salary at the rate of Five Hundred Seventy-Two Thousand Dollars ($572,000)
        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.

       

      (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 eighty-five percent (85%) 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 Board 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 Executivefor
        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.


      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      

       

      (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.

       

      (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, 2010 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 December 31, 2010 (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.”


      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      

       

      
        (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.

      

       

      (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
        withrespect
        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.


      
        
          
          

        

        
          -
            5
            -

          
            

          

        

        
          
          

        

      

       

      (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.

       

      (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 (1) any Accrued Current Compensation,
        (2)
        an aggregate amount equal to the product of the Executive’s then-current Base
        Salary, expressed on a per diem basis, multiplied by the greater of three
        hundred sixty-five (365) or the number of days measured from the date of
        termination of employment to the Expiration Date, and (3) an aggregate amount
        equal to the excess, if any, of (x) the product of Executive’s Target Annual
        Bonus for the year in which Executive’s termination of employment occurs
        multiplied by two (2), over (y) the gross amount of Target Annual Bonus payments
        made to Executive during the Employment Period for years commencing on or
        after
        the Commencement Date (the amounts payable pursuant to clauses (2) and (3)
        of
        this sentence hereinafter referred to collectively as the “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.  Further, the
        Executive shall 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.


      
        
          
          

        

        
          -
            6
            -

          
            

          

        

        
          
          

        

      

       

      (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.

       

      (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 (i) any Accrued Current Compensation, (ii)
        an
        amount equal to the product of Executive’s then-current Base Salary, expressed
        on a per diem basis, multiplied by the greater of one hundred eighty (180)
        or
        the number of days measured from the date of termination of employment to
        the
        Expiration Date, and (iii) an amount equal to the product of fifty percent
        (50%)
        of Executive’s Target Annual Bonus for the year in which Executive’s termination
        of employment occurs multiplied by the greater of one (1) or such fraction
        the
        numerator of which is the number of days measured from the date termination
        of
        employment occurs to the Expiration Date and the denominator of which is
        365.
        The amounts set forth in clauses (ii) and (iii) of the immediately
        precedingsentence
        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.  Further, upon the Executive’s termination of employment,
        the Executive shall be reimbursed in accordance with Company policy for any
        reimbursable expenses remaining due and owing that have not been reimbursed
        prior to his termination.  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.


      
        
          
          

        

        
          -
            7
            -

          
            

          

        

        
          
          

        

      

      


      (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 (i) any Accrued Current Compensation, (ii)
        an amount equal to the product of Executive’s then-current Base Salary,
        expressed on a per diem basis, multiplied by the greater of one hundred eighty
        (180) or the number of days measured from the date of death to the Expiration
        Date, and (iii) an amount equal to the product of fifty percent (50%) of
        Executive’s Target Annual Bonus for the year in which Executive’s death occurs
        multiplied by the greater of one (1) or such fraction the numerator of which
        is
        the number of days measured from the date of death to the Expiration Date
        and
        the denominator of which is 365.    The amounts payable
        pursuant to the immediately preceding sentence 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 fromsuch
        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).


      
        
          
          

        

        
          -
            8
            -

          
            

          

        

        
          
          

        

      

      


      (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 President and Chief Executive Officer of the Company and/or as
        President and Chief Executive Officer of TS Corp), authority, duties or
        responsibilities, or any 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;

       

      (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; providedfurther,
        that a
        termination by the Executive for Good Reason shall not be deemed to have
        occurred unless the termination occurs within two (2) yearsafter
        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 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.


      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      

       

      (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.

       

      (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 (1) an aggregate amount equal to
        seventy-five percent (75%) the Executive’s then-current Base Salary, plus (2) an
        aggregate amount equal to seventy-five percent (75%) of the Executive’s Target
        Annual Bonus for the year in which Executive’s termination of employment
        occurs.  The amounts 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.    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 earlierof
        (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.


      
        
          
          

        

        
          -
            10
            -

          
            

          

        

        
          
          

        

      

       

      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.

      


      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.


      
        
          
          

        

        
          -
            11
            -

          
            

          

        

        
          
          

        

      


      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.

       

      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.


      
        
          
          

        

        
          -
            12
            -

          
            

          

        

        
          
          

        

      


      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 Pay, 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).

      


      (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 itsSubsidiaries,
        (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));

       


      
        
          
          

        

        
          -
            13
            -

          
            

          

        

        
          
          

        

      

       

      (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;

       

      (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; providedfurther,
        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
        resultof
        such
        consolidation, merger or other corporate restructuring) shall not constitute
        a
        Change of Control for purposes of this Agreement.


      
        
          
          

        

        
          -
            14
            -

          
            

          

        

        
          
          

        

      

       

      (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.

      


      (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:

      


      
        
          
          

        

        
          -
            15
            -

          
            

          

        

        
          
          

        

      

       

      (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
        5 and 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 11
        shall not be made in duplication of any benefits provided under Section 5 of this
        Agreement.

      


      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.

      


      
        
          
          

        

        
          -
            16
            -

          
            

          

        

        
          
          

        

      

       

      (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.

      


      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. 


      
        
          
          

        

        
          -
            17
            -

          
            

          

        

        
          
          

        

      

       

      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.

       

      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.

      


      
        
          
          

        

        
          -
            18
            -

          
            

          

        

        
          
          

        

      

       

      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.

       

      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.


      
        
          
          

        

        
          -
            19
            -

          
            

          

        

        
          
          

        

      

       

      (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
        22shall 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, the Company 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.

       

      (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.

      


      
        
          
          

        

        
          -
            20
            -

          
            

          

        

        
          
          

        

      

       

      (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 after the 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.

       

      (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 normalrule
        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]

      

       


      
        
          
          

        

        
          -
            21
            -

          
            

          

        

        
          
          

        

      

       

      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/ William
                  M. Freeman	 
	 	William
                  M. Freeman 	 
	 	Its:
                  	Chairman
                  of the Board of Directors 	 
	 	 	 	 
	 	 	 	 
	 	Robert
                  H.
                  Brumley	 
	 	 	 	 
	 	 	 	 
	 	By:
                  	/s/
                  Robert H. Brumley	 
	 	Robert
                  H. Brumley 	 
	 	Executive