exv10w15





Exhibit 10.15










December 13,
2007




Ms. Alison Alfers

1918 Bryce Ct.

Evergreen CO 80439




Dear Alison:



We are pleased to offer you the regular, full-time position of Senior Vice President and
General Counsel. Below are the terms of this offer letter.



1. Term of Employment. Your employment with the Company shall commence on January 1, 2008.
Employment with DigitalGlobe, Inc. is “at-will”. As an At-Will employee your employment
with DigitalGlobe, Inc. shall continue until either you or the Company gives the other
written notice of termination of employment. Employment can be terminated by yourself or by
DigitalGlobe, Inc. at any time, for any reason, with or without cause, with or without
notice.



Your employment pursuant to this offer is contingent upon your execution of the Company’s
Proprietary Information and Inventions Agreement and upon you providing DigitalGlobe, Inc.
with the legally required proof of your identity and authorization to work in the United
States.



2. Nature of Duties. You will be the Company’s Senior Vice President and General Counsel.
As such, you will have all of the customary powers and duties associated with that position.
You will report to the Company’s Chief Executive Officer. This position is based in
Longmont, Colorado.



You agree to devote substantially all of your business time, energy, attention and skill to
the services of the Company and to the promotion of its interests. So long as you are
employed by the Company, you agree that you will not, without the advance written consent of
the Board:



(a) engage in any other activity for compensation, profit or other pecuniary advantage,
whether received during or after your employment with the Company; render or perform
services of a business, professional, or commercial nature other than to or for the Company,
either alone or as an employee, consultant, director, officer, or partner of another
business entity, whether or not for compensation, and whether or not such activity,
occupation or endeavor or investment is similar to, competitive with, or adverse to the
business (actual or potential) or welfare of the Company; or



(b) invest in or become a shareholder of another corporation or other entity;
provided that your investment solely as a shareholder in another corporation shall
not be prohibited so long as such investment is not in excess of one percent (1%) of any
class of shares that are traded on a national securities exchange, if such activity is not
in conflict with your ability to properly serve the Company.



3. Compensation and Related Matters.



a) Base Salary. The Company will pay you a base salary of $9,615.38 bi-weekly which is an
annual rate of $250,000. The Board may, in its sole discretion, adjust the Base Salary from
time to time based


 









 






 upon your performance, the financial condition of the Company, prevailing industry salary
levels and such other factors as the Board determines appropriate. Your base salary will be
paid in conformity with the Company’s salary payment practices generally applicable to the
Company’s other senior executives.



b) Bonuses.



You will be eligible to participate in the DigitalGlobe 2008 Success Sharing Plan (“bonus”).
However, for 2008 you will receive a guaranteed cash bonus amount equal to $125,000
regardless of whether or not the Company meets the minimum thresholds for payout per the
terms and conditions of the 2008 Success Sharing Plan (yet to be presented and approved by
the Board of Directors) for Vice President level participation. However, you will be
eligible to participate in any accelerators earned based on Company performance per the
plan. The bonus will be payable after 2008 year-end results have been calculated, but no
later than March 15, 2009.



In the first pay period following your employment, you will receive a $50,000 sign-on bonus.
If you leave the Company via voluntary resignation within one year of your start date, you
will be required to pay back the bonus on a pro-rated basis (100% pay-back up to six months
of employment, pro-rated monthly thereafter).



c) Stock Options. Commensurate with your employment effective date of January 1, 2008, we
will grant you an option to acquire 400,000 shares of Company common stock, subject to
approval by the Company’s Board of Directors. The option strike price will be determined at
the time of grant by the Company’s Board of Directors in its sole discretion. The option
will be subject to the terms and conditions of the Company’s 2007 Employee Stock Option Plan
and related grant documents. 25% of the Option shall vest immediately upon grant. Another
25% of the Option shall vest on (but not prior to) the first anniversary of the date of
grant. The remaining 50% of the Option shall vest in 24 equal increments, on each monthly
anniversary of the date of grant, commencing with the thirteen month anniversary of the date
of grant. The foregoing vesting of the Option is subject to your continued employment with
the Company through the applicable vesting dates. All other terms and conditions of the
Option will be subject to and governed by the terms and provisions of the Equity Plan and
any associated grant documents.



d) Standard Benefits. The Company shall provide you with three weeks of paid vacation,
according to our PTO policy, each year, which shall accrue ratably (4.61 hours every two
weeks). The Company’s regular policies with respect to caps on accruals apply. You will be
entitled to participate in all employee benefit plans that are available from time to time
to executives of the Company generally, except to the extent such participation in any plan
would, in the opinion of the Company, alter the intended tax treatment of such plan. You
acknowledge and agree that the Company may in its discretion terminate at any time or modify
from time to time any of its employee benefit plans, including the Equity Plan.



e) Expenses. You will be entitled to receive reimbursement for reasonable business expenses
actually incurred or paid by you, consistent with the policies of the Company, in rendering
to the Company the services provided for in this offer letter, upon presentation of
receipts, expense statements or such other supporting information as is consistent with the
policies of the Company. You will be subject to the Company’s travel policy as applicable
to Company executives.



f) Termination of Employment. You will be eligible, per the terms and conditions of the
attached Severance Agreement, to receive 9 months pay triggered upon termination of
employment.




 









 







g) Notice.



a. To the Company. You will send all communications to the Company in writing, addressed as
follows (or in any other manner the Company notifies you to use):




	 	 	 
	If mailed:

	 	DigitalGlobe, Inc.
	 

	 	Attn: Holly Kennedy
	 

	 	1601 Dry Creek Drive
	 

	 	Longmont, Colorado 80305
	 
	 	 
	If faxed:

	 	303 684 4048





b. To you. All communications from the Company to you relating to this offer letter must be
sent to you in writing at your Company office or in any other manner you notify the Company
to use.



c. Time Notice Deemed Given. Notice shall be deemed to have been given when delivered or,
if earlier (i) when mailed by United States certified or registered mail, return receipt
requested, postage prepaid, or (ii) faxed with confirmation of delivery, in either case,
addressed as required in this section.



h) Amendment. No provisions of this offer letter may be modified, waived, or discharged
except by a written document signed by a duly authorized Company officer and you. A waiver
of any conditions or provisions of this offer letter in a given instance shall not be deemed
a waiver of such conditions or provisions at any other time.



i) Interpretation. The validity, interpretation, construction, and performance of these
terms shall be governed by the laws of the State of Colorado (excluding any that mandate the
use of another jurisdiction’s laws).



j) Successors. These terms shall be binding upon, and shall inure to the benefit of, you
and your estate, but you may not assign or pledge these terms or any rights arising under
it, except to the extent permitted under the terms of the benefit plans in which you
participate. Without your consent, the Company may assign this letter to any affiliate or
successor that agrees in writing to be bound by this letter, after which any reference to
the “Company” in this letter shall be deemed to be a reference to the affiliate or
successor; however, your obligations under this letter to DigitalGlobe, Inc. shall not be
diminished.



k) Validity. The invalidity or unenforceability of any provision of this letter shall not
affect the validity or enforceability of any other provision of this letter, which shall
remain in full force and effect.



l) Entire Agreement. All oral or written agreements or representations express or implied,
with respect to the subject matter of this letter are set forth in this letter and the
Proprietary Information and Inventions Agreement dated as of even date herewith.




DIGITALGLOBE, INC.




	 	 	 	 	 	 	 
	By:

	 	/s/ Jill D. Smith 	 	By:	 	/s/ J. Alison Alfers 
	 

	 	 
	 	 	 	 
	Name:

	 	Jill D. Smith
	 	Name:
	 	Alison Alfers
	Title:

	 	President and CEO	 	 	 	 
	Date:

	 	December 13, 2007 	 	Date:	 	December 13, 2007