exv10w9





Exhibit 10.9




EMPLOYMENT AGREEMENT




     This Employment Agreement (the “Agreement”) is made and entered into by and between Jill D.
Smith (the “Executive”) and DigitalGlobe, Inc., a Delaware corporation (the “Company”), effective
as of September 1, 2008 (the “Effective Date”).



RECITALS




     A. Executive is a member of the Company’s executive and management team.



     B. The Company’s Board of Directors (the “Board,” which term also includes any committee of
the Board when used herein) believes that it is in the best interests of the Company and its
stockholders to enter into an Employment Agreement with Executive to set forth the terms and
conditions of Executive’s employment and to provide for severance benefits in the event Executive’s
employment is terminated without Cause (as defined below) or Executive resigns her employment for
Good Reason (as defined below) in order to avoid distraction of Executive due to uncertainty about
her future role with the Company.



     C. To accomplish the foregoing objectives, the Board has directed the Company, upon execution
of this Agreement by Executive, to agree to the terms provided in this Agreement.



     D. Certain capitalized terms used in the Agreement are defined in Section 5 below.



     In consideration of the mutual covenants herein contained, and in consideration of the
continuing employment of Executive by the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Executive and Company agree as
follows:



          1. Employment Term. Unless otherwise terminated in accordance with Section 4, below,
Executive’s employment under this Agreement shall commence on the Effective Date and continue for a
period of 36 months (the “Initial Term”). Thereafter, the Initial Term shall be automatically
extended on an annual basis for an additional one-year period, unless the Company or Executive
provides the other party hereto with not less than 180 days’ prior written notice that the term
will not be so extended. The Initial Term, as it may be extended, is referred to herein as the
“Term.” Notwithstanding the foregoing, the then-current Term is subject to termination as provided
in Section 4 hereof.




          2. Duties.




               (a) During the Term, Executive will serve as the President and Chief Executive Officer of the
Company or in such other capacity as may be mutually agreeable from time to time by the Board and
Executive, and will have such responsibilities, duties and authority as are customary for someone
of that position.



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               (b) Executive shall also perform such other duties during the Term as are reasonably assigned
to Executive by the Board and that are consistent with the position in which she is employed.



               (c) The Company will provide the Executive with appropriate office space, facilities and
support personnel.



               (d) During the Term, Executive shall use her good faith best efforts to perform the duties
properly assigned to her hereunder, shall devote substantially all of her business time, attention
and effort to the affairs of the Company and shall use her reasonable best efforts to promote the
interests of the Company. Executive may serve on civic or charitable boards or committees and
manage personal investments; provided that such activities do not individually or in the aggregate
significantly interfere with the performance of her duties under this Agreement. If the Company
consents to such service, Executive may serve on a corporate board; provided that such service does
not individually, or together with other activities described in this Section 2, unreasonably
interfere with the performance of her duties under this Agreement.



          3. Compensation, Benefits and Perquisites.




               (a) Base Salary. Beginning as of the Effective Date, Executive will be paid a base
salary (the “Base Salary”) in respect of her services hereunder during the Term. The
initial Base Salary shall be at an annual rate of $480,000. The Base Salary will be paid in equal
periodic installments according to the Company’s customary payroll practices. During the Term, the
then applicable Base Salary shall be reviewed by the Board at least annually and may be increased,
but shall not be reduced at any time without Executive’s prior written consent. In addition, in
the first paycheck following the Effective Date, the Company shall pay Executive an additional lump
sum amount equal to the additional base salary that Executive would have received since April 14,
2008 if the base salary had been the Base Salary since such date.



               (b) Bonus. In addition to the Base Salary, Executive shall be entitled to receive an
annual bonus (the “Bonus”) (if earned) for each calendar year during the Term for which services
are performed under this Agreement. The performance criteria for any particular calendar year
shall be established by the Board no later than 90 days after the commencement of such calendar
year and prompt notice thereof provided to Executive. Executive’s Annual Bonus for a calendar year
shall equal 70% of her annualized Base Salary for that year if target levels of performance for
that year (as established by the Board when the performance criteria for that year are established)
are achieved, with greater or lesser amounts (including zero) paid for performance above and below
target (such greater and lesser amounts to be determined by a formula established by the Board for
that year when it established the targets and performance criteria for that year). Performance
criteria shall include such criteria as reasonably determined by the Board, which may (but need
not) include stock price, operating earnings, revenue, new product growth, operational
improvements, individual goals, and/or such other metrics as the Board shall determine. Any Bonus
for a calendar year shall be subject to Executive’s continued employment with the
Company through the end of the calendar year in which it is earned and shall be paid after



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the conclusion of the calendar year in accordance with the Company’s regular bonus payment policies
in the year following the year with respect to which the Bonus relates, and in any case not later
than two and one half (2 1/2) months following the end of the year with respect to which a Bonus is
earned. The Board shall review the level of the target Bonus annually based on comparisons with
bonus opportunities for chief executive officers of comparable companies and Executive’s individual
performance and, upon notice to Executive, may adjust the target Bonus opportunity upward or
downward as it deems appropriate to reflect such review.



               (c) Stock Option Grant. Within sixty (60) days of the Effective Date (or, if earlier,
upon the occurrence of an Initial Public Offering), Executive shall be granted 750,000 nonqualified
stock options to purchase the Company’s common stock pursuant to the Company’s equity incentive
plan and subject to the terms of such plan. The exercise price of the options shall be the fair
market value (as determined pursuant to the applicable plan) of the Company’s common stock on the
date of grant. The options granted under this Section 3(c) shall vest and become exercisable as
follows, subject in each case to Executive’s continued employment with the Company through the
applicable vesting date: 200,000 options on the Effective Date ; 200,000 on the first anniversary
of the Effective Date; 200,000 options on the second anniversary of the Effective Date; and 150,000
options on the third anniversary of the Effective Date; provided, however, that in the event of a
Change in Control while Executive is an employee of the Company, all such options shall fully vest
and become exercisable and shall remain outstanding for the period specified in the applicable
award agreement.



               (d) Performance Restricted Stock Grant. Effective as of the Effective Date, the Board
shall cause the Company to grant to Executive 150,000 shares of restricted common stock of the
Company. Such shares shall vest annually in equal increments on each of March 31, 2009, 2010 and
2011, subject in each case to the achievement of performance goals determined by the Board and
included in the Company’s annual success sharing bonus plan (or any successor plan); provided,
however, that upon the occurrence of a Change in Control while Executive is an employee of the
Company, all of such unvested restricted shares shall vest in accordance with the provisions of the
Company’s 2007 Employee Stock Option Plan, or such other approved equity award plan pursuant to
which the shares may be issued. If elected by Executive, the minimum legally-required tax
withholding obligations upon the vesting of any shares of restricted stock granted under this
Section 3(d) may be satisfied through the Company withholding the number of shares with a fair
market value equal to the amount of such tax withholdings, and the remaining number of vested
shares shall be delivered to Executive in such event; provided, however that for all shares that
vest following the expiration of any Lock Up Agreement required to be executed by Executive as part
of the Company’s Initial Public Offering, the Board shall have discretion to allow the withholding
of shares or to require the Executive to otherwise pay the required taxes in cash.



               (e) Annual Long-Term Incentives. Executive shall be eligible for annual stock option
and/or other equity incentive grants based on the achievement of such
individual and Company-related performance criteria as determined by the Board.



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Performance criteria shall include such criteria as determined by the Board, which may (but need not) include
stock price, operating earnings, revenue, new product growth, operational improvements, individual
goals, and/or such other metrics as the Board shall determine. The target annual incentive grant
shall be equity awards with a value (as determined by the Board in good faith) of $1,000,000 with
greater amounts up to $1,500,000 or lesser amounts (including zero), awarded for performance above
or below target (such greater or lesser amounts to be determined by a formula established by the
Board for that year when it establishes targets and performance criteria for that year). The
vesting and other terms of such equity incentive grants shall be determined by the Board at the
time of grant; provided, however, that upon the occurrence of a Change in Control while Executive
is an employee of the Company, all of such outstanding equity awards shall fully vest and, to the
extent applicable, shall (i) become exercisable and (ii) remain outstanding for the period
specified in the applicable award agreement.



               (f) Liquidity Share Incentive. Upon the first to occur of (i) a Change in Control
pursuant to which shares of the Company’s common stock as a class are exchanged for or converted
into consideration, and more than 50% in value of such consideration to be paid or issued with
respect to each such share of common stock is in the form of either cash, cash equivalents or
Liquid Securities, or (ii) an Initial Public Offering, in each case while Executive is an employee
of the Company or within one (1) year of Executive’s termination of employment, Executive shall
receive the following number of shares of the Company’s common stock:



	 	 	 	 	 
	Liquidity Stock Price (unadjusted for any stock	 	 
	split or reverse stock split that is implemented	 	 
	after the Effective Date)	 	Shares of Common Stock
	Less than $8 per share
	 	 	200,000	 
	At least $8 per share but less than $10 per share
	 	 	400,000	 
	At least $10 per share but less than $12 per share
	 	 	600,000	 






               If elected by Executive, the minimum legally-required tax withholding obligations upon the
delivery of any shares of stock granted under this Section 3(f) may be satisfied through the
Company withholding the number of shares with a fair market value equal to the amount of such tax
withholdings, and the remaining number of shares shall be delivered to Executive in such event.



               (g) Benefits. While Executive remains in the employ of the Company, Executive shall
be entitled to participate in and shall receive rights and benefits
under those employee benefits plans that the Company provides for its executive employees
generally (provided that in no event shall this Agreement affect the Company’s right to



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amend or terminate any benefit plan). With regard to Paid Time Off (PTO), Executive shall be entitled to the
rights and benefits under the Company’s Paid Time Off (PTO) Policy, but in any event, not less than
25 days per calendar year. PTO time is considered earned wages.



               (h) Expenses. All reasonable and necessary expenses incurred by Executive in the
course of the performance of Executive’s duties to the Company shall be reimbursed in accordance
with the Company’s then current travel and expense policies



          4. Termination of Employment.




               (a) For Cause, Disability, Death or Voluntary Termination; Termination at the End of the
Term. Executive may terminate her employment at any time, for any reason, upon 30 days prior
notice to Company. If the Executive’s employment is terminated during the Term by the Company for
Cause, if Executive voluntarily terminates employment with the Company other than for Good Reason,
if Executive’s employment terminates due to death or Disability, or if Executive voluntarily does
not renew her employment at the end of the Term, the Company shall pay to the Executive (or, if
applicable, her estate) in a lump sum (i) any unpaid portion of Executive’s accrued Base Salary and
accrued Paid Time Off; (ii) any amounts payable to Executive pursuant to the terms of any pension
or welfare benefit plan, and (iii) any expense reimbursements payable pursuant to the Company’s
reimbursement policy (the “Accrued Obligations”).



               (b) Termination Without Cause or Resignation For Good Reason Prior to a Change in
Control. Company may terminate Executive’s employment at any time without Cause upon 30 days
prior written notice to Executive. Upon Executive’s involuntary termination of employment by the
Company without Cause prior to a Change in Control, or Executive’s resignation for Good Reason
prior to a Change in Control, the Term shall end and, in addition to the amounts specified in
Section 4(a), Executive shall be entitled to receive the Accrued Obligations and a lump sum
severance payment in an amount equal to two (2) times the sum of (i) Executive’s then in effect
Base Salary, plus (ii) Executive’s Bonus Amount.



               (c) Termination Without Cause or Resignation For Good Reason Upon or Following a Change in
Control. Upon Executive’s involuntary termination of employment by the Company without Cause
upon or within 36 months following a Change in Control or Executive’s Resignation for Good Reason
upon or within 36 months following a Change in Control, the Term shall end and, in addition to the
amounts specified in Section 4(a), Executive shall be entitled to receive the Accrued Obligations
and a lump sum severance payment in an amount equal to two and one-half (2-1/2) times the sum of
(i) Executive’s then in effect Base Salary, plus (ii) Executive’s Bonus Amount.



               (d) Welfare Benefits. Executive’s eligibility to participate in the Company’s
Medical, Dental, and Vision benefit plans and other insured Other Welfare Benefits (such as life,
accident, and disability coverage) will terminate upon Executive’s
termination of employment according to the terms of the relevant benefit plan. Executive may
elect to participate in Medical, Dental, and Vision benefits provided through an outside vendor, in
conjunction with continued insurance coverage available to Executive under the



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provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) at COBRA rates for up to eighteen (18)
months. In the event Executive is entitled to severance payment benefits pursuant to paragraph
4(b) or 4(c) above, the Company shall continue to provide all welfare benefits provided to
Executive immediately before such termination (including, without limitation, health and life
insurance, but excluding disability insurance) for a period following Executive’s termination of
employment equal to the period with respect to which Executive’s Base Salary is paid as severance,
at the Company’s sole cost; provided, however, that to the extent Executive becomes re-employed and
eligible for benefits with another employer prior to the expiration of such period, Executive will
elect such benefits and promptly notify the Company so that the Company will have no further
obligation to provide benefits under this paragraph (d) unless, and then only to the extent that,
the benefits that are being provided by the Company are more favorable than such benefits provided
by the other company.



               (e) Release of Claims. The payment and provision of any and all severance benefits
pursuant to paragraphs 4(b), (c) and (d) above shall be conditioned upon and subject to execution
of a Release of Claims by Executive at the time of termination of employment in the form attached
to this Agreement as Exhibit A. All lump-sum payments due pursuant to this Agreement shall be
payable at the time specified in such Release of Claims. The payment of the Accrued Obligations
not subject to Executive’s execution of a Release of Claims.



          5. Definition of Terms. The following terms referred to in this Agreement shall have
the following meanings:




               (a) Bonus Amount. “Bonus Amount” shall mean the average of actual annual bonuses
payable under Section 3(b) to Executive with respect to the two fiscal years immediately preceding
the year which the Executive’s employment terminates; provided, however, in the event Section 4(c)
applies, the Bonus Amount shall be the Executive’s target Bonus under Section 3(b) for the year in
which the Change in Control occurs.



               (b) Change in Control. “Change in Control” shall mean the occurrence of any of the
following events:



                    (i) Any person (other than persons who are employees of the Company at any time more than one
year before a transaction) becomes the beneficial owner, directly or indirectly, of securities of
the Company representing 50% or more of the combined voting power of the Company’s then outstanding
securities. In applying the preceding sentence, (A) securities acquired directly from the Company
or its affiliates by or for the person shall not be taken into account, and (B) an agreement to
vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise
be Change in Control, as reasonably determined by the Board;



                    (ii) The Company consummates a merger, or consolidation of the Company with any other
corporation unless: (a) the voting securities of the Company outstanding immediately before the
merger or consolidation would continue to represent



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(either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 50% of the combined voting power
of the voting securities of the Company or such surviving entity outstanding immediately after such
merger or consolidation; and (b) no person (other than persons who are employees at any time more
than one year before a transaction) becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power of the Company’s
then outstanding securities;



                    (iii) The stockholders of the Company approve an agreement for the sale or disposition by the
Company of all, or substantially all, of the Company’s assets; or



                    (iv) The stockholders of the Company approve a plan or proposal for liquidation or dissolution
of the Company.


Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue
of the consummation of any transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company immediately prior to such transaction
or series of transactions continue to have substantially the same proportionate ownership in an
entity which owns all or substantially all of the assets of the Company immediately following such
transaction or series of transactions.




               (c) Cause. “Cause” shall mean:



                    (i) conviction of a felony or a crime involving fraud or moral turpitude; or



                    (ii) theft, material act of dishonesty or fraud, intentional falsification of any employment
or Company records, or commission of any criminal act which impairs Executive’s ability to perform
appropriate employment duties for the Company; or



                    (iii) intentional or reckless conduct or gross negligence materially harmful to the Company or
the successor to the Company after a Change in Control , including violation of a non-competition
or confidentiality agreement; or



                    (iv) willful failure to follow lawful instructions of the person or body to which Executive
reports; or



                    (v) gross negligence or willful misconduct in the performance of Executive’s assigned duties.
Cause shall not include mere unsatisfactory performance in the achievement of Executive’s
job objectives.



               (d) Disability. “Disability” means a physical or mental illness, injury, or condition
that prevents Executive from performing substantially all of Executive’s duties associated with
Executive’s position or title with the Company for at least 90 days in a 12-month period.



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               (e) Initial Public Offering “Initial Public Offering” means the first underwritten
public offering of the Company’s common stock.



               (f) Liquid Securities. “Liquid Securities” means securities (i) that are listed on a
securities exchange or designated as a national market security on an interdealer quotation system,
such as the NASDAQ National Market List, or (ii) that are eligible to be so listed or designated
and for which there is a commitment or plan at closing of the Change in Control or Initial Public
Offering for such listing or designation to occur within one year after such closing.



               (g) Liquidity Stock Price. “Liquidity Stock Price” means the Per Share Price of
Common Stock (as defined in the Company’s Sale Bonus Plan) in connection with the applicable Change
in Control or Initial Public Offering (it being understood that in the event of an Initial Public
Offering, the Liquidity Stock Price shall be the consideration per share paid for a share of
Company common stock in such Initial Public Offering). The Liquidity Stock Price shall be
equitably adjusted by the Board in the event of the occurrence of an event described in Section 8
of the Sale Bonus Plan.



               (h) Resignation for Good Reason. Resignation for “Good Reason” shall mean Executive’s
voluntary termination, upon thirty (30) days prior written notice to the Company, following the
occurrence of any of the following, provided, that the Company has not cured such event within such
thirty (30) days following the receipt of such notice:



                    (i) a material reduction or change in Executive’s title or job duties, responsibilities and
requirements inconsistent with Executive’s position with the Company and Executive’s prior duties,
responsibilities and requirements;



                    (ii) any reduction of Executive’s then in effect Base Salary or Executive’s target Bonus as
set forth in Section 3(b).



                    (iii) Executive’s refusal to relocate to a facility or location more than thirty (30) miles
from the Company’s current corporate headquarters; or



                    (iv) any material breach of this Agreement by Company.



          6. Golden Parachute Provisions. If Executive becomes entitled to the payments,
benefits and equity acceleration described in Sections 3 and 4 and such payments and benefits,
together with any other payments or transfers of property (collectively the “Severance Payments”),
constitute “parachute” payments under Section 280G of the Internal Revenue Code of 1986, as amended
(the “Code”), then the Company shall pay an additional amount (the “Gross-Up Payment”) to
Executive. The Gross-Up Payment shall be equal to the amount necessary so that the net amount
retained by Executive, after subtracting the
parachute excise tax imposed by Section 4999 of the Code, as amended, or any successor statute
then in effect (the “Excise Tax”), and after also subtracting all federal, state or local income
tax, FICA tax and Excise Tax on the Gross-Up Payment, shall be equal to the net amount Executive
would have retained if no Excise Tax has been imposed and no Gross-Up Payment had been paid. The
amount of the Gross-Up Payment shall be determined in good



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faith by nationally recognized
registered public accountants or tax counsel selected by the Company, who shall apply the following
assumptions: (i) Executive shall be treated as paying federal income taxes at the highest marginal
rate in the calendar year in which the Gross-Up Payment is made, and (ii) Executive shall be
treated as paying state and local income taxes at the highest marginal rate(s) in the calendar year
in which the Gross-Up Payment is made in the locality of Executive’s residence as of the effective
date of Executive’s termination or resignation, net of the maximum reduction in federal income
taxes that could be obtained from deducting those state and local taxes. The Gross-Up Payment
shall be made within five business days after the effective date of Executive’s termination or
resignation, provided that if the Gross-Up Payment cannot be determined within that time, the
Company shall pay Executive within that time an estimate, determined in good faith by the Company,
of the minimum amount of the Gross-Up Payment and shall pay the remainder (plus interest at the
rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount can be determined but in
no event later than the 30th day after the effective date of Executive’s termination or
resignation. If the estimated payment is more than the amount later determined to have been due,
the excess (plus interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be
repaid by Executive within five business days after written demand. In all events, any Gross-Up
Payment made pursuant to this Section 6 shall be paid to Executive no later than the end of the
calendar year following the year in which the related taxes are remitted to the applicable taxing
authority. If the actual Excise Tax imposed is less than the amount that was taken into account in
determining the amount of the Gross-Up Payment, Executive shall repay at the time that the amount
of the reduced Excise Tax is finally determined the portion of the Gross-Up Payment attributable to
that reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax, FICA tax
and federal, state and local income tax imposed on the portion of the Gross-Up Payment being repaid
by Executive, to the extent the repayment results in a reduction in or refund of Excise Tax, FICA
tax or federal, state or local income tax), plus interest on the amount of the repayment at the
rate provided in Section 1274(b)(2)(B) of the Code. If the actual Excise Tax imposed is more than
the amount that was taken into account in determining the amount of the Gross-Up Payment, the
Company shall make an additional Gross-Up Payment in respect of such excess (plus interest at the
rate provided in Section 1274(b)(2)(B) of the Code) at the time that the amount of the excess is
finally determined.



          7. Successors. Any successor to the Company (whether direct or indirect and whether
by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of
the Company’s business and/or assets shall assume the obligations under this Agreement and agree
expressly to perform the obligations under this Agreement in the same manner and to the same extent
as the Company would be required to perform such obligations in the absence of a succession. The
terms of this Agreement and all of Executive’s rights hereunder shall inure to the benefit of, and
be enforceable by, Executive’s
personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.



          8. Notice. Notices and all other communications contemplated by this Agreement shall
be in writing and shall be deemed to have been duly given when personally delivered or when mailed
by U.S. registered or certified mail, return receipt requested and



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postage prepaid. Mailed notices
to Executive shall be addressed to Executive at the home address which Executive most recently
communicated to the Company in writing. In the case of the Company, mailed notices shall be
addressed to its corporate headquarters, and all notices shall be directed to the attention of its
General Counsel.



          9. Proprietary Information, Invention and Non-Competition Agreement. Executive
acknowledges and agrees that the provision of benefits hereunder by the Company is subject to
Executive’s compliance with the Company’s Proprietary Information, Invention and Non-Competition
Agreement attached hereto as Exhibit B, and that no benefits shall be provided hereunder in the
event Executive violates such Agreement.



          10. Miscellaneous Provisions.



               (a) No Duty to Mitigate. Executive shall not be required to mitigate the amount of
any benefit contemplated by this Agreement (whether by seeking new employment or in any other
manner), nor, except as otherwise provided in this Agreement (including without limitation,
Sections 4(b) and (c)), shall any such benefit be reduced by any earnings or benefits that
Executive may receive from any other source.



               (b) Waiver. No provision of this Agreement shall be modified, waived or discharged
unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by
an officer of the Company (other than Executive) expressly authorized by the Board of Directors to
sign said waiver. No waiver by either party of any breach of, or of compliance with, any condition
or provision of this Agreement by the other party shall be considered a waiver of any other
condition or provision or of the same condition or provision at another time.



               (c) Entire Agreement. This Agreement constitutes the entire understanding between the
parties with respect to the matters addressed herein, superseding all negotiations, prior
discussions and agreements, written or oral, concerning Executive’s employment arrangements;
provided, however, that this Agreement shall not affect Executive’s rights under the DigitalGlobe,
Inc. Sale Bonus Plan, which such Plan shall remain in effect with respect to Executive pursuant to
its terms (as they may be modified from time-to-time). For the avoidance of doubt, Executive’s
Employment Agreement dated October 17, 2005 is hereby terminated and superseded in its entirety by
this Agreement and no benefits shall be provided thereunder.



               (d) Non-Duplication of Benefits. Any severance benefits payable under the terms of
this Agreement will be offset and not augmented by other compensation or benefits of the same or
similar type payable under any other severance-related arrangement.
It is intended that this Agreement not duplicate benefits Executive is entitled to under the
Company’s regular severance policy, any related policies, or any other contracts, agreements or
arrangements between Executive and the Company. Notwithstanding the foregoing, for the avoidance
of doubt, the benefits payable hereunder shall not be affected by any amounts payable to Executive
pursuant to the DigitalGlobe, Inc. Sale Bonus Plan.



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               (e) Choice of Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Colorado without reference to conflict of
laws provisions.



               (f) Severability. If any term or provision of this Agreement or the application
thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or
unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of
such invalidity or unenforceability without invalidating or rendering unenforceable the remaining
terms and provisions of this Agreement or the application of such terms and provisions to
circumstances other than those as to which it is held invalid or unenforceable, and a suitable and
equitable term or provision shall be substituted therefor to carry out, insofar as may be valid and
enforceable, the intent and purpose of the invalid or unenforceable term or provision.



               (g) Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND THE COMPANY AGREE
THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR
PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL
BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER,
COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION
OVER HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE
SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR
ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS
DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. EACH PARTY
WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO
VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.



               (h) Legal Fees and Expenses. The parties shall bear their own expenses, legal fees
and other fees incurred in connection with this Agreement.



               (i) No Assignment of Benefits. The rights of any person to payments or benefits under
this Agreement shall not be made subject to option or assignment, either by voluntary or
involuntary assignment or by operation of law, including (without
limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in
violation of this subsection (i) shall be void.



               (j) Employment Taxes. Any payments made pursuant to this Agreement will be subject to
withholding of applicable income and employment taxes.



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               (k) Assignment by Company. The Company may assign its rights under this Agreement to
an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of
the Company or to the Company; provided, however, that no assignment shall be made if the net worth
of the assignee is less than the net worth of the Company at the time of assignment. In the case
of any such assignment, the term “Company” when used in a section of this Agreement shall mean the
corporation that actually employs Executive.



               (l) Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together will constitute one and the same instrument.



               (m) References to Equity Awards. References to all equity awards in this Agreement,
including, stock options, restricted stock and common stock, are prior to and do not take into
account any stock split or reverse stock split that may be implemented by the Company as part of
the Initial Public Offering or thereafter. For the avoidance of doubt, with regard to all equity
awards provided for under this Agreement, the number of shares, applicable strike price, and such
other terms as may be affected by a stock split or reverse split, shall be appropriately adjusted
by the Board to reflect such split or reverse split.



               (n) Section 409A. Notwithstanding any provision of this Agreement to the contrary,
if, at the time of Executive’s termination of employment with the Company, she is a “specified
employee” as defined in Section 409A of the Code, and one or more of the payments or benefits
received or to be received by Executive pursuant to this Agreement would constitute deferred
compensation subject to Section 409A, no such payment or benefit will be provided under this
Agreement until the earlier of (a) the date that is six (6) months following Executive’s
termination of employment with the Company, or (b) the Executive’s death. The provisions of this
Section 10(n) shall only apply to the extent required to avoid Executive’s incurrence of any
penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance
promulgated thereunder. In addition, if any provision of this Agreement would cause Executive to
incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury
guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum
extent practicable the original intent of the applicable provision without violating the provisions
of Section 409A of the Code.



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     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer, as of the day and year first above written.



	 	 	 	 	 	 
	DIGITALGLOBE, INC. 	 	JILL D. SMITH	 
	 
	 	 	 	 	 
	By:
	 	/s/ Youcey L. Spruill	 	/s/ Jill D. Smith	 
	 

	 	 
	 	 	 
	 

	 	Title: Chief Financial Officer	 	Executive Signature	 
	

	 	 	 	 






ACKNOWLEDGEMENT OF

THE BOARD OF DIRECTORS




	 	 	 	 	 
	 	 	 
	By:  	/s/ General Howell Estes, III	 	 
	 	General Howell Estes, III 	 	 
	 	Title:  	Chair of the Compensation Committee 	 	 




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Exhibit A




RELEASE OF CLAIMS




     This Release of Claims is entered into by and between DigitalGlobe, Inc., a Colorado
corporation (the “Company”), and «Executive_Name» (“Executive”). It is entered into pursuant to
the terms of an Employment Agreement (the “Agreement”) between Executive and Company dated
                          , 2008 and in order to resolve amicably all matters between Executive and the
Company concerning the Agreement and Executive’s termination of employment with the Company and
benefits payable to Executive under the terms of the Agreement.



     1. Termination of Employment. Executive’s employment with the Company has been
terminated as a result of a Change in Control, an Involuntary Termination Without Cause or a
Voluntary Resignation for Good Reason, as defined in the Agreement, by which Executive became
eligible for benefits upon termination of employment.



     2. Severance Pay. On the eighth day following the execution of this Agreement by
Executive (or on the next business day, if the eighth day is a weekend day or a holiday), the
Company agrees to pay to Executive as a payment of all monetary amounts due to Executive under the
terms of the Agreement the lump sum of $                    , less customary employee withholdings.
Executive is also eligible for certain other continuation of benefits under the terms of the
Agreement. Executive acknowledges that Executive has no entitlement to said benefits except
according to the terms of the Agreement, which includes a requirement that Executive execute this
Release of Claims. For the avoidance of doubt, any amounts payable to Executive pursuant to the
DigitalGlobe, Inc. Sale Bonus Plan are not released hereby.



     3. Sole Entitlement. Executive acknowledges and agrees that no other monies or
benefits are owing to Executive except as set forth in the Agreement or except as may be due under
the Sale Bonus Plan.



     4. Return of Property and Documents. Executive states that Executive has returned to
the Company all property and documents of the Company which were in Executive’s possession or
control, including without limitation access cards, Company-provided credit cards, computer
equipment and software.



     5. Confidentiality and Nondisparagement Agreement. Executive agrees to abide by the
terms of any confidentiality, nondisparagement, nonsolicitation, and non-competition agreement(s)
that Executive previously executed in connection with her employment with the Company. Executive
agrees not to make any communications or engage in any conduct that is or can reasonably be
construed to be disparaging of the Company, its officers, directors, employees, agents,
stockholders, products or services. The Company agrees not to make any communications or engage in
any conduct that is or can reasonably be construed to be disparaging of Executive.



Jill D. Smith


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     6. Release. Executive (for herself, her agents, heirs, successors, assigns, executors
and/or administrators) does hereby and forever release and discharge the Company and its past and
present parent, subsidiary and affiliated corporations, divisions or other related entities, as
well as the successors, shareholders, officers, directors, heirs, predecessors, assigns, agents,
employees, attorneys and representatives of each of them, past or present (hereinafter the
“Releasees”) from any and all causes of action, actions, judgments, liens, debts, contracts,
indebtedness, damages, losses, claims, liabilities, rights, interests and demands of whatsoever
kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or
not anticipated, whether or not heretofore brought before any state or federal court or before any
state or federal agency or other governmental entity, which Executive has or may have against any
released person or entity by reason of any and all acts, omissions, events or facts occurring or
existing prior to the date hereof, including, without limitation, all claims attributable to the
employment of Executive, all claims attributable to the termination of that employment, and all
claims arising under any federal, state or other governmental statute, regulation or ordinance or
common law, such as, for example and without limitation, Title VII of the Civil Rights Act of 1964,
as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act which prohibits
discrimination on the basis of age over 40, and wrongful termination claims, excepting only those
obligations expressly recited to be performed hereunder.



     In light of the intention of Executive (for herself, her agents, heirs, successors, assigns,
executors and/or administrators) that this release extend to any and all claims of whatsoever kind
or character, known or unknown, Executive expressly waives any and all rights granted by California
Civil Code Section 1542 or any other analogous federal or state law or regulation. Section 1542
reads as follows:




A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR.



     Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent
Executive from filing a charge with, or participating in any proceeding or investigation
by, the Equal Employment Opportunity Commission or affiliated state agency. However,
Executive acknowledges that, in accordance with this Release, she has no right to recover
any monies on behalf of herself, her agents, heirs, successors, assigns, executors and/or
administrators in connection with, or as a result of, such charge, investigation, or
proceeding.



     7. No Actions Pending. Executive agrees that she has not filed, nor will she
file in the future, any claims, actions or lawsuits against any of the Releasees relating
to Executive’s employment with the Company, or the termination thereof.



     8. No Admissions. Nothing contained herein shall be construed as an admission
of wrongdoing or liability by either party hereto.



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     9. Entire Agreement; Miscellaneous. This Agreement constitutes a single
integrated contract expressing the entire agreement of the parties with respect to the
subject matter specifically addressed herein and supersedes all prior and contemporaneous
oral and written agreements and discussions with respect to the subject matter hereof.
There are no other agreements, written or oral, express or implied, between the parties
hereto, concerning the subject matter hereof, except as set forth herein. This Agreement
may be amended or modified only by an agreement in writing, and it shall be interpreted and
enforced according to the laws of the State of Colorado. Should any of the provisions of
the Agreement be determined to be invalid by a court of competent jurisdiction, it is
agreed that this shall not affect the enforceability of the other provisions herein.



     10. Waiting Period and Right of Revocation. EXECUTIVE ACKNOWLEDGES THAT
EXECUTIVE IS AWARE AND IS HEREBY ADVISED THAT EXECUTIVE HAS THE RIGHT TO CONSIDER THIS
AGREEMENT FOR TWENTY-ONE DAYS BEFORE SIGNING IT, ALTHOUGH EXECUTIVE IS NOT REQUIRED TO WAIT
THE ENTIRE TWENTY-ONE DAY PERIOD; AND THAT IF EXECUTIVE SIGNS THIS AGREEMENT PRIOR TO THE
EXPIRATION OF TWENTY-ONE DAYS, EXECUTIVE IS WAIVING THIS RIGHT FREELY AND VOLUNTARILY.
EXECUTIVE ALSO ACKNOWLEDGES THAT EXECUTIVE IS AWARE AND IS HEREBY ADVISED OF EXECUTIVE’S
RIGHT TO REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN DAYS FOLLOWING THE SIGNING OF THIS
AGREEMENT AND THAT IT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD
HAS EXPIRED. TO REVOKE THIS AGREEMENT, EXECUTIVE MUST NOTIFY THE COMPANY IN WRITING WITHIN
SEVEN DAYS OF SIGNING IT.



     11. Attorney Advice. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS AWARE OF
EXECUTIVE’S RIGHT TO CONSULT AN ATTORNEY, THAT EXECUTIVE HAS BEEN ADVISED TO CONSULT WITH
AN ATTORNEY, AND THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY, IF
DESIRED, PRIOR TO SIGNING THIS AGREEMENT.



     12. Understanding of Agreement. Executive states that Executive has carefully
read this Agreement, that Executive fully understands its final and binding effect, that
the only promises made to Executive to sign this Agreement are those stated above, and that
Executive is signing this Agreement voluntarily.



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	Dated: September 1, 2008	
/s/ Jill D. Smith	 
	 	Jill D. Smith 	 
	 	 	 
	 
	Dated: September 1, 2008	DIGITALGLOBE, INC.

 	 
	 	By:  	
/s/ Authorized Signatory	 
	 	 	 Title:  	 	 
	 	 	 	 



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Exhibit B




Executive Proprietary Information, Invention

and Non-Competition Agreement




	 	 	 
	 
	Executive name (Please type or print)

	 	Company location





 

I acknowledge that, during my employment with DigitalGlobe Inc, (DigitalGlobe) I shall be in a
position of confidence and trust, and shall have access to various data, technical developments and
improvements, processes, tools, customer data and relationships, business plans, customer lists,
marketing programs, price lists, salary and human resource information and other trade secrets
and/or confidential information relating to the business of DigitalGlobe. I further recognize that,
in providing highly specialized services for a wide variety of customers within an increasingly
competitive global market, DigitalGlobe has a proprietary interest in all trade secret and other
confidential information that I may acquire during the course of my employment which, if disclosed
to competitors, would cause DigitalGlobe to suffer immediate and substantial injury. In addition, I
acknowledge that I am a member of DigitalGlobe’s executive and management staff. Thus, I recognize
that it is in DigitalGlobe’s legitimate business interest to restrict my use of such trade secrets
and confidential or proprietary information for any purpose other than the discharge of my
employment duties at DigitalGlobe, and accordingly enter into this Proprietary Information,
Invention and Non-Competition Agreement (herein “Agreement”).



Therefore, in consideration of my employment (it being understood that this Agreement does not
itself give me rights to employment or continued employment) by DigitalGlobe or by any of its
subsidiaries, including any business entity of DigitalGlobe or any of its subsidiaries (such
corporation, its successors and the subsidiaries of such corporation or of its successors being
hereinafter individually and collectively called ‘DigitalGlobe° or “the Company”), I agree as
follows:



1. I will not directly or indirectly during or after the term of my employment:





	 	(a)	 	transfer or allow to be transferred, any information that is classified for
purposes of national security, to any person, firm or organization not authorized to
receive it; or
	 
	 	(b)	 	transfer, or allow to be transferred, any of the Company’s proprietary data
or information, whether relating to products, equipment, inventions, ideas, designs,
processes, research, software, customers, personnel, or otherwise, and including,
without limitation, any of the Company’s manufacturing, technical or scientific
know-how, methodologies, customers’ data, marketing programs, suppliers, pricing or
bidding strategies, bids or proposals submitted or contemplated, customer contracts,
and salary and




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	 	 	 	human resource information or practices, to any person, firm or organization not
authorized by the Company to receive it, or to use any of such proprietary data or
information other than for the sole benefit of the Company; or






	 	(c)	 	transfer, or allow to be transferred, any drawing, sketch, layout, formula,
specification, report, written manufacturing, technical, or business information or
the like owned by the Company, or any copy thereof, to any person, firm or
organization not authorized by the Company to receive it; or






	 	(d)	 	transfer, or allow to be transferred, any information that is not generally
known outside the Company or that is designated by the Company as “Confidential” or
°Restricted Confidential” or is similarly designated, to any person, firm or
organization not authorized by the Company to receive it, or to use any of such
designated information other than for the sole benefit of the Company; or






	 	(e)	 	transfer, or allow to be transferred, any information not generally publicly
known that is designated by a third party as “limited”, “private”, “confidential”,
°proprietary” or is similarly designated, that the Company is contractually or
otherwise obligated to protect from unauthorized disclosure, to any person, firm or
organization not authorized by the Company to receive it, or use any such third party
information other than for the benefit of the Company for purposes authorized by the
Company; or






	 	(f)	 	transfer, or allow to be transferred, any information pertaining to
technology that has been deemed to be “controlled technology” as defined by the United
States Department of Commerce, Bureau of Export Administration (BXA).




2. I will keep myself informed of the Company’s policies and procedures for safeguarding
Company-controlled property, including all proprietary data and information, and will strictly
comply therewith at all times. I will not, except when authorized by the Company, remove any
Company-controlled property from Company premises. I will return to the Company, immediately
upon termination of my employment or upon my transfer within the Company, all
Company-controlled property in my possession or control.



3. I will grant and do hereby grant to the Company the sole and exclusive ownership of
(including the sole and exclusive right to reproduce, use or disclose for any purpose) any and
all reports, articles, books, recordings, audio-visual works, drawings, blueprints, data,
software, firmware, writings and technical information and copyrights in the foregoing made or
prepared by me alone or with others during the term of my employment, whether or not made or
prepared in the course of my employment, that relate to the Company’s business or to
apparatus, compositions of matter or methods pertaining to the Company’s business. I
acknowledge that all such materials are the property of the Company within the scope of
paragraph 1(b) and 1(c) above.




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4. I will advise the Company’s Legal Department in writing in detail of each invention, whether
or not patentable, made or conceived during the term of my employment by me alone, or with
others. I will assign, and do hereby assign, to the Company or to its nominee, all my right,
title and interest in each invention without further consideration. During or after the term
of my employment, I will execute, acknowledge and deliver such assignments, affidavits, and
other instruments prepared by the Company or its nominee, and do such other things as will
assist the Company, or its nominee to obtain patents on such invention in any and all
countries, all without further consideration, other than reimbursement of my expenses. I
acknowledge that the expenses for which I might request reimbursement from the Company be
limited to mailing charges and notary fees and other such expenses authorized in writing in
advance by the Company, or its nominee.



5. There are excluded from the operation of paragraph 4:





	 	(a)	 	all patents issued in my name, alone or with others, prior to the date of my
first employment by the Company; and inventions for which no equipment, supplies,
facility or trade secret information of the Company was used and which were developed
entirely on my own time, and:






	 	(1)	 	do not relate directly to the business of the Company or to
the Company’s actual or demonstrably anticipated research or development
	 
	 	(2)	 	which do not result from any work performed by me for the
Company; and






	 	(b)	 	the inventions that are listed in the Appendix of this Agreement.




6. To the extent permitted by applicable state law, I agree that I shall not, during my
employment at DigitalGlobe and for a period of one (1) year after the termination of my
employment at DigitalGlobe, directly or indirectly:





	 	(a)	 	recruit, solicit, attempt to persuade, or assist in the recruitment or
solicitation of, any employee of the Company who was an employee, officer or agent of
the Company during the three month period immediately preceding the date of
termination of my employment, for the purpose of employing her or obtaining her
services or otherwise causing her to leave her employment with the Company;
	 
	 	(b)	 	solicit or divert to any competing business any customer or prospective
customer to which I had contact during the eighteen (18) months prior to leaving
DigitalGlobe unless previously approved by DigitalGlobe in writing; or
	 
	 	(c)	 	become employed by or perform professional services of the type I provided
while employed by DigitalGlobe, for any competitor of DigitalGlobe in its direct
business lines, including, but not limited to, satellite and aerial imagery




-7-









 












operations, product distribution, mapping and other value added services, by
directly or indirectly taking any of the following actions:




	 	(1)	 	owning, managing, operating, joining, controlling or
providing services to any entity, regardless of entity form or location, that
engages in or is seeking to engage in the current or planned business
activities of the Company;
	 
	 	(2)	 	serving as an employee, agent, consultant, officer, or
director of any such entity; or
	 
	 	(3)	 	inducing or attempting to induce any customer, supplier, or
business relation of the Company to cease doing business with the Company, or
in any other way interfering with the relationship between any customer,
supplier or business relation and the Company.




If, after termination of my employment with the Company, I violate the covenants contained in
this paragraph, then the duration of the covenant shall be extended from the date I resume
compliance with the covenant, reduced by the number of days following my termination that I was
not in violation of the covenant.



7. If the period of time or the area specified in Paragraph 6 should be adjudged unreasonable in
any proceeding, then the period of time shall be reduced by such numbers of months or the area
reduced by the elimination of such portion thereof or both so that such restrictions may be
enforced in such area and for such time as are adjudged to be reasonable.



8. I acknowledge that the restrictions contained in this Agreement, in view of the global nature
of the Company’s business, are reasonable and necessary in order to protect the legitimate
interests of DigitalGlobe, and that any violation thereof would result in irreparable injuries to
DigitalGlobe. In the event of any violation of any of these restrictions, I acknowledge that
DigitalGlobe shall be entitled to obtain from any court of competent jurisdiction preliminary and
permanent injunctive relief as well as damages and an equitable accounting of all earnings,
profits, and other benefits arising from such violation, which rights shall be cumulative and in
addition to any other rights or remedies to which DigitalGlobe may be entitled.



9. This Agreement constitutes the entire Agreement between the parties in connection with the
subject matter hereof, supersedes any and all prior agreements or understandings between the
parties, and may only be changed by agreement in writing between the parties.



10. This Agreement shall be governed by, and construed in accordance with, the law of the State of
Colorado without regard to its conflict of laws principles.




-8-









 







11. This Agreement will be binding upon and inure to the benefit of the Company, its successors
and assigns. This Agreement may be assigned in whole or in part by the Company to a successor to
all or substantially all of the business or assets of the Company or the sub-portion of the
business or assets of the Company that relate to employee’s duties; or to any subdivision or part
of the company; or to any entity which is a subsidiary or affiliate of the Company. I acknowledge
that my obligations under this Agreement are binding upon my heirs, assigns and legal
representatives.




      

I HAVE READ AND I UNDERSTAND THIS AGREEMENT AND ACKNOWLEDGE RECEIPT OF A COPY THEREOF:



	 	 	 	 	 
	/s/ Jill D. Smith
	 	September 1, 2008	 	/s/ Authorized Signatory
	 

	 	 
	 	 
	(Executive’s signature)

	 	(Date)
	 	(Witness)






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APPENDIX




	 	 	 
	Jill D. Smith 
	Executive name (Please type or print)

	 	Company location





List of unpatented inventions owned or controlled by me on the date of entering these services
including documents which disclose same. (A disclosure of the inventions themselves is not called
for; what is wanted is an identification of the source documents, such as patent applications, or
drawings, identified by number, title and/or date.) This information should appear on the back of
all copies of this Agreement.




NONE





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