Exhibit 10.31


 


	
  30 April 2004 

  	
   

  	
  

  
	
   

  	
   

  	
   

  	
   

  
	
  Private &
  Confidential

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ICO
  Satellite Services GP

  
	
  Dennis Schmitt

  	
   

  	
   

  	
  2300 Carillon Point

  
	
  C/o ICO

  	
   

  	
   

  	
  Kirkland WA 98033

  
	
  2300 Carillon Point

  	
   

  	
   

  	
  USA

  
	
  Kirkland, WA 9033

  	
   

  	
   

  	
   

  
	
  USA

  	
   

  	
   

  	
  Tel 

  	
  +1 425 828-8000

  	
   

  
	
   

  	
   

  	
   

  	
  Fax 

  	
  +1 425 828-8021

  	
   

  



 


Dear Dennis,


 


 


I am pleased to confirm our previous conversation
that with effect from May 1, 2004 you are being promoted to the role of
Chief Financial Officer of ICO Satellite Services. Your annual salary will
increase from $105,000 to $150,000. This change will be reflected in your May 2004
payroll.


 


All other Terms and
Conditions of your employment remain unchanged.


 


Yours sincerely


 


 


Craig Jorgens  

President


 

















 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 22 day of July 2002,
by and between ICO SATELLITE SERVICES GP (“ICO”)
and Dennis Schmitt (“Executive”).


 


RECITALS


 


A.                 ICO desires to hire Executive as Controller
on the terms described in this Agreement;


 


B.                   Executive desires to accept this position on
the terms described in this Agreement.


 


AGREEMENT


 


In consideration of the
above Recitals and the provisions of this Agreement, ICO and Executive agree as
follows:


 


I. DUTIES


 


1.1               Title and Responsibilities.
Executive shall serve as
Controller of ICO, with the responsibilities and duties typical of that
position and as such other responsibilities and duties as may be assigned
to him from time to time by ICO. Executive shall report to the Senior Vice President-
Finance. Executive shall devote his reasonable best efforts and full business
time to the business and interests of ICO. Executive shall perform his
duties and responsibilities at such location from time to time as is mutually
agreed by Executive and the Senior Vice President- Finance.


 


1.2               Company Policies. Executive agrees to perform his job
consistent with all Company policies and ethical business practices.


 


II. TERM


 


2.                     Term. Executive’s employment will commence on August 5,
2002 and continue until terminated as permitted by the terms of this Agreement.


 


III.
COMPENSATION


 


3.1               Base Salary. Executive shall be paid a base salary (“Base
Salary”) of One Hundred Thousand Dollars ($100,000.00) per year, payable in
monthly installments according to ICO’s usual payroll practices and subject to
all requisite payroll deductions.


 


3.2               Bonus. Upon recommendation of the President of
Holdings and approval by Holding’s Compensation Committee, ICO, in its sole
discretion, may award an annual bonus to Executive. The target for this
annual discretionary bonus is twenty percent (20%) of Executive’s Base Salary
for the applicable calendar year, but it may be higher or lower depending
upon the performance of Holdings, its subsidiaries and Executive. If a bonus is
awarded, it will be paid by March 31 of the year following the calendar
year for which the bonus is earned. If Executive’s


 


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employment is terminated for any reason other than
for Cause (as described in Section 4.2), the discretionary bonus shall be
adjusted to reflect the aggregate Base Salary paid to Executive for the portion
of the year that Executive was employed under this Agreement and such
discretionary bonus, if any, shall, be paid within thirty (30) days following the
date of termination. If Executive is terminated for Cause (as described in Section 4.2),
he will be ineligible for a bonus. 


 


3.3              Other Benefits.


 


(i)             Executive shall be entitled to three weeks
(i.e., 15 business days) of paid vacation during each one-year period he is
employed under this Agreement. Any unused accrued paid vacation days not taken
during the year will expire as set forth in the Company’s Staff Handbook.
Executive shall schedule his vacations with due consideration for ICO’s
business needs. Upon termination of Executive’s employment, ICO will pay
Executive for any unused paid vacation, reduced pro rata for any partial year
of service.


 


(ii)          Executive shall be entitled to the other employee benefits generally
available to the full-time salaried employees of ICO to the extent and on the
same terms generally available to ICO’s full-time salaried employees.


 


(iii)       ICO shall pay or reimburse Executive for all travel and entertainment
expenses incurred by Executive in connection with his duties on behalf of ICO,
subject to proper documentation and the reasonable approval of ICO.


 


IV.
TERMINATION OF EMPLOYMENT


 


4.1               By Executive or ICO. Either Executive or ICO may terminate
Executive’s employment for any or no reason upon thirty (30) days’ written notice.
In lieu of notice or upon receipt of Executive’s notice of resignation, ICO may elect
to terminate Executive’s employment immediately
and, in such case, shall pay Executive one month’s Base Salary in addition to
any Base Salary earned by Executive prior to his termination and any accrued
but unused paid vacation time, and Executive shall continue to be entitled to
the benefits set forth in Section 3.3 during such thirty (30) day period.
Upon such termination, Executive shall not be entitled to any other
compensation except as set forth in this Section 4.1 and Section 3.2.


 


4.2               By ICO “for Cause”. ICO may terminate Executive’s employment
immediately and without advance notice for Cause. As used herein, “Cause”
means: (a) a material breach of the provisions of this Agreement by the
Executive; (b) personal or professional conduct of Executive, which, in
the reasonable and good faith judgment of ICO, injures or tends to injure the
reputation of ICO or otherwise adversely affects the business interests of ICO.
Such conduct may include, but is not limited to, dishonesty, chronic or excessive absenteeism, substance
abuse, or arrest or indictment for or conviction of a felony or misdemeanor; (c) material
breach by Executive of any statutory, common law or other duty or obligation to
ICO, including Executive’s duty of loyalty or confidentiality to ICO; or (d) conduct
which constitutes willful, wanton or grossly negligent malperformance of
Executive’s duties. If Executive’s employment is terminated for Cause, ICO shall
have no obligation to pay Executive any further compensation, including unpaid
bonuses or benefits of any kind, except Base Salary earned by


 


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Executive, accrued but unused paid vacation time. and
expenses for which Executive is entitled to reimbursement consistent with ICO
policies, prior to his termination.


 


V.
RESTRICTIVE COVENANT


 


5.1               Confidential Information. During his employment by ICO and thereafter, Executive
will not use or disclose any Confidential Information, except to the extent use
or disclosure of the Confidential Information is necessary to the performance
of his duties for ICO or except as required to be disclosed by law or court
order following consultation with ICO. The obligations set forth in this Section 5.1
shall expire on the third anniversary of the termination of Executive’s
employment with ICO or any of its affiliates. As used in this Agreement, “Confidential
Information” shall mean any information relating to the business or affairs of
Holdings, ICO and other direct and indirect subsidiaries of Holdings, including
but not limited to information relating to ICO’s marketing and business plans,
strategy, finances, customer identities, potential customers, employees,
research, programs, trade secrets, proprietary information or other information
that ICO makes reasonable efforts to maintain as confidential. “Confidential
Information” shall not include any information that is in the public domain
through no fault of Executive or which Executive learns from a third party who
is not subject to an obligation of confidentiality.


 


5.2               Remedies. In the event of Executive’s actual or
threatened breach of his confidentiality obligation, ICO shall be entitled to
immediate temporary injunctive and other equitable relief, without bond and
without the necessity of showing actual monetary damages, subject to hearing as
soon thereafter as possible. Nothing contained herein shall be construed as prohibiting
ICO from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of any damages that it is able to
prove.


 


5.3               Attorneys’ Fees and Costs. The prevailing party in any proceeding to
enforce Executive’s confidentiality obligation, or any appeal therefrom, shall
be entitled to recover its reasonable attorneys’ fees and costs, including all
costs associated with depositions and expert witnesses, from the nonprevailing
party.


 


VI. GENERAL
PROVISIONS


 


6.1               Dispute Resolution. Any action to enforce, interpret, construe or
otherwise arising out of or in connection with this Agreement or Executive’s
employment relationship with ICO must be brought in the state or federal courts
located in Seattle, Washington, except for claims the law requires to be filed
with an administrative agency. Executive and ICO agree to subject themselves to
the jurisdiction of such courts.


 


6.2               Entire Agreement. Except where this Agreement specifically
references and incorporates other agreements documents or policies, this
Agreement contains the entire agreement and understanding of the parties with
respect to Executive’s employment by ICO and the compensation payable to
Executive by ICO and supersedes all prior understandings, agreements and
discussions. This Agreement may only be amended or modified by a written instrument
executed by Executive and ICO.


 


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6.3               Notices. Any notice required or permitted under this
Agreement shall be in writing and shall be delivered personally, or sent by certified
or registered mail, postage prepaid, return receipt requested. Any such notice
shall be considered given when delivered personally, or if mailed, three (3) days
after the date of deposit in the United States mail addressed to the party at
the last known address of the party. The initial address for notices shall be
set forth below.


 


6.4               Non- Waiver. Failure to enforce at any time any of the
provisions of this Agreement shall not be interpreted to be a waiver of such
provisions or to affect either the validity of this Agreement or the right of
either party thereafter to enforce each and every provision of this Agreement.


 


6.5               Separability. If one or more provisions of this Agreement
is finally determined to be invalid or unenforceable, such provision will not
affect or impair the other provisions of this Agreement, all of which will
continue to be in effect and will be enforceable, provided, however, that any
such invalid provisions shall, to the extent possible, be reformed so as to
implement insofar as practicable the intentions of the parties.


 


6.6               Law. This Agreement shall be interpreted in
accordance with the laws of the State of Washington.


 


	
  ICO SATELLITE SERVICES GP

  	
  EXECUTIVE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  ICO Satellite Services Limited Its: 

  General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  

  	
   

  	
  

  	
   

  
	
  Its: Director

  	
  Dennis Schmitt

  	
   

  
	
  Date:

  	
  24/7/02

  	
   

  	
  Date:

  	
  7/22/02

  	
   

  
	
  Address:

  	
  4 Orinda Way

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
  Suite B240

  	
   

  	
   

  
	
   

  	
  Orinda, CA 94563

  	
   

  	
   

  
										



 


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