Exhibit 10.35


 


CONSULTING SERVICES AGREEMENT


 


THIS CONSULTING AGREEMENT (“Agreement”) is made effective as of March 1,
2006, by and between ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware
corporation (“ICO”), R. Gerard Salemme, an individual (“Consultant”).


 


WHEREAS, ICO desires to retain Consultant to provide consulting
services in the area of a strategy and external affairs as it relates to ICO
and Consultant desires to provide such consulting services pursuant to the
terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the above recitals and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which the parties hereby acknowledge the parties hereto
hereby covenant and agree as follows:


 


I.       THE
SERVICES


 


1.             Appointment and
Acceptance. ICO hereby retains Consultant as a consultant, and Consultant
hereby accepts such appointment from ICO, under the terms and conditions
hereinafter set forth. All other agreements or arrangements, oral or written,
between the parties in any way pertaining to the appointments of Consultant are
hereby terminated and completely merged herein.


 


2.             Scope of Services.
Consultant agrees to provide ICO consulting services (the “Services”) as
requested from time to time by ICO.


 


3.             Extent of Services.
The Consultant shall devote the business time and attention necessary to
provide the Services, and shall utilize best efforts in the furtherance of the business
of ICO. Consultant agrees to perform the Services in a professional and timely
manner using the higher degree of skill, diligence and expertise.


 


4.             Independent
Contractor. Consultant will furnish Consultant’s services as an independent
contractor and not as an employee of ICO or of any company affiliated with ICO.
Consultant has no power of authority to act for or bind ICO or any company
affiliated with ICO in any manner. ICO shall not control or direct the details
and means by which Consultant performs the Services, except as necessary to
coordinate Consultant’s work with other individuals. Consultant shall be solely
responsible for and pay all costs associated with conducting its business
including without limitation, compliance with all applicable worker’s
compensation, unemployment compensation, medical dental, and disability
insurance, social security laws, city, county, state or federal licenses and
with all withholding and all other federal, state and local laws governing such
matters. Consultant shall not be eligible for, and shall not participate in,
any employee health, retirement, group benefit plan or other fringe benefit
provided to employees, even if there is a later judicial or other determination
that Consultant was an “employee.”


 


II.      TERM


 


The term of such consulting services shall commence as of March 1, 2006
and shall expire on August 31, 2006. For every successive month after March
2006, if the Company has not delivered a Termination Notice as provided in
Section VIII hereof, the Term will be extended by one month. The term of
consulting services shall hereinafter be referred to as the “Term.”


 


III.     COMPENSATION


 


1.             Service Fees.
ICO shall, during the Term of this Agreement, pay to Consultant as basic
compensation for the Services (the “Service Fee(s)”) of $12,500 per month


 


2.             Expenses.
During the Term, ICO shall reimburse Consultant for authorized expenses
incurred and paid by Consultant in the course of the performance of the duties
hereunder, all in accordance with ICO’s standard expense reimbursement policy.


 


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3.             Stock Options and
Restricted Stock. ICO has issued stock options and restricted stock to
Consultant pursuant to separate agreements. Vesting of stock options and
restricted stock under those agreements will continue until the termination of
this Agreement in accordance with its terms. ICO agrees that it will not
deliver a Termination Notice to Consultant which would have the effect of
eliminating the 100% vesting of the ICO restricted stock grant:


 


IV.     REPRESENTATIONS


 


1.             Representation and
Agreements of the Consultant. The Consultant represents and warrants,
knowing that ICO is relying thereon in entering into this Agreement, that
Consultant is free to enter into this Agreement and to perform the duties
required hereunder, and that there are no employment contracts, agreements,
restrictive covenants or other restrictions preventing Consultant from entering
into this Agreement or performing the duties hereunder.


 


2.             Conflict of
Interest. During the Term of this Agreement, Consultant will not enter into
any activity, employment, or business arrangement except those related to Eagle
River Inc. and Clearwire Corp. that conflicts with ICO’s interests or
Consultant’s obligations under this Agreement. Nothing in this Agreement shall restrict
Consultant’s ability to perform work for other parties both during and after
the term of this Agreement except as provided above.


 


V.      PROPRIETARY
RIGHTS


 


1.             ICO Invention
Agreement. Consultant has signed the ICO Invention Agreement.


 


VI.     CONFIDENTIAL
INFORMATION


 


1.             Confidential
Information. Consultant has signed a standard ICO Non Disclosure Agreement.


 


VII.   TERMINATION


 


1.             Termination.
Notwithstanding any provision contained in this Agreement to the contrary.
Consultant may terminate this Agreement at any time upon thirty (30) days’
prior written notice to ICO, and ICO may terminate this Agreement upon the giving
of a notice to Consultant (the “Termination Notice”) after which time the
Agreement will automatically terminate 6 months hence in accordance with
Section II hereunder.


 


VIII.  MISCELLANEOUS


 


1.             Notices. All
notices and other communications provided for or permitted hereunder shall be
in writing and shall be made by hand delivery, first class mail, postage
prepaid, return receipt requested, or telex, telecopier, or reliable overnight
courier addressed as follows:


 


	
  If to Consultant to:

  	
   

  	
  If to ICO to:

  
	
  Gerry Salemme

  	
   

  	
  J. Timothy Bryan

  
	
  815 Connecticut Avenue # 610

  	
   

  	
  ICO Global Communications

  
	
  Washington, DC 30036

  	
   

  	
  11700 Plaza America Boulevard, Suite 1010

  
	
   

  	
   

  	
  Reston, Virginia 20191

  



 


All such notices and communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; three (3) business days
after deposit in any United States Post Office in the Continental United
States, postage prepaid, if mailed; when answered back, if telexed; when
receipt is acknowledged, if telecopied, or the next business day if by
overnight courier. 


 


2.             Governing Law.  This Consultant Agreement will be governed by
and construed in accordance with the laws of the Commonwealth of Virginia,
without giving affect to the principles of conflict of laws thereof.  The parties agree that any action brought
under this Agreement shall be brought in the courts of Fairfax County, Virginia
which the parties agree is a proper and “convenient” forum. 


 


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3.             Unenforceable
Terms. If any provision of this Agreement is illegal or unenforceable, its
invalidity shall not affect the other provision of this Agreement that can be
given effect without the invalid provision. If any provision of this Agreement
does not comply with any law, ordinance or regulation, such provision to the
extent possible shall be interpreted in such a manner to comply with such law,
ordinance or regulation, or if such interpretation is not possible, it shall be
deemed to satisfy the minimum requirements thereof.


 


4.             Binding Effect.
This Agreement shall bind and inure to the benefit of the parties hereto and
their respective heirs, legal representatives, successors and permitted
assigns.


 


5.             Entire Agreement.
This Agreement along with the agreements referenced in Sections V and VI
constitute the entire agreement and understanding between the parties hereto.
No waiver, amendment or modification of any provision of this Agreement shall
be valid unless in writing and signed by the parties hereto.


 


6.             Assignability.
This Agreement shall not be assignable by Consultant.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.


 


	
  CONSULTANT:

  	
  ICO:

  
	
   

  	
   

  
	
  R. Gerard Salemme

  	
  ICO GLOBAL COMMUNICATIONS (HOLDINGS)

  
	
   

  	
  LIMITED

  
	
   

  	
   

  
	
  By:

  	
  /s/ R. Gerard Salemme

  	
   

  	
  By:

  	
  /s/ J. Timothy Bryan 

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  R. Gerard Salemme

  	
   

  	
  Name:

  	
  J. Timothy Bryan

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
  CEO

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  3/22/06

  	
   

  	
  Date:

  	
  3/20/06

  	
   

  
	
   

  	
   

  
	
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  Federal Tax identification

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Uniform Business Identifier

  	
   

  
											



 


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