Exhibit 10.23


 


ICO
GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

RESTRICTED STOCK GRANT AGREEMENT


 


This Restricted Stock Grant Agreement (this “Agreement”)
is entered into by and between ICO Global Communications (Holdings) Limited (“Company”),
and                            
(“Recipient”), effective             ,
200  .


 


RECITALS


 


A.                                        WHEREAS, Company has adopted the ICO
Global Communications (Holdings) Limited Amended and Restated 2000 Stock
Incentive Plan (the “Plan”), to enable it to attract and retain experienced and
able directors, officers, employees and other key contributors and to provide
an additional incentive to these individuals to exert their best efforts for
Company and its shareholders;


 


B.                                          WHEREAS, Company’s Board of Directors
(the “Board”) has the authority under the Plan to grant restricted stock;


 


C.                                          WHEREAS, the Board has determined to
grant restricted stock to Recipient, pursuant to the terms of the Plan, and
Recipient desires to accept the grant on those terms.


 


NOW, THEREFORE, for good and valuable consideration,
the sufficiency of which is hereby acknowledged, the parties agree as follows:


 


AGREEMENT


 


1.                                       Stock
Subject to this Agreement. The stock subject to this Agreement shall be Company’s
Class A common stock (the “Common Stock”), presently authorized but
unissued or subsequently acquired by Company.


 


2.                                       Grant
of Shares. Company hereby grants to Recipient, and Recipient accepts from Company,
                                     
(      ) shares of Common Stock (the “Shares”). Recipient
shall be the sole owner of the Shares, subject to the provisions of the Plan
and this Agreement, and Company shall list Recipient as a shareholder on its
corporate books and records.


 


3.                                       Shares
Held in Escrow. Unless and until the Shares have vested in the manner set
forth in Section 4, the Shares, although issued in the name of the Recipient,
will be held in escrow by the ICO Global Communications (Holdings) Limited as
escrow agent (the “Escrow Agent”), and may not be sold, transferred or
otherwise disposed of, and will not be pledged or otherwise hypothecated. Company
may instruct the transfer agent for its Common Stock to place a legend on
the certificates representing the Shares, or otherwise note its corporate
records, as to the restrictions on transfer set forth in this Agreement. The
Escrow Agent will deliver to Recipient the certificate (or certificates)
representing the Shares only after, and not until, the Shares have vested and
all other terms and conditions in this Agreement have been satisfied.


 


4.                                       Vesting
Requirements. Subject to the risk of forfeiture set forth in Section 5,
Recipient’s ownership of the Shares shall become vested upon the earlier of: i)
10 years from the 


 

















 


effective date of this Agreement; ii) 90 days
following the effective date of any registration under the Securities Exchange
Act of 1934, as amended, covering any class of equity securities of
Company; or iii) 90 days following any class of equity securities of the
Company being registered for sale pursuant to an effective order of
registration by the Securities Exchange Commission. In addition, vesting will
also accelerate in accordance with Section 12.3.2 of the Plan.


 


5.                                       Forfeiture
Upon Termination. Recipient shall forfeit the unvested Shares upon Recipient’s
involuntary termination for Cause (as defined herein) or voluntary termination
without Good Reason (as defined herein). Upon forfeiture, if any, Recipient’s
unvested Shares shall automatically transfer back to Company, without payment
from Company. Recipient hereby appoints the Escrow Agent as Recipient’s true
and lawful attorney-in-fact with irrevocable power and authority in the name
and on behalf of Recipient to take any action and execute all documents and
instruments, including, without limitation, stock powers which may be
necessary to transfer the certificate (or certificates) evidencing the unvested
Shares to Company upon any forfeiture.


 


5.1                                 Definition
of Cause. Termination for “Cause” shall mean Company’s termination of
Recipient (as an employee or other service provider) as a result of Recipient’s
(a) willful refusal to perform Recipient’s obligations to Company, (b) willful
misconduct contrary to the interests of Company, (c) commission of a
serious criminal act whether denominated a felony, misdemeanor or otherwise, or
(d) engaging in activities directly in competition or antithetical to the
best interests of Company.


 


5.2                                 Definition
of Good Reason. Termination for “Good Reason” shall mean Recipient’s
voluntary termination of any service-provider relationship with Company in one
or more of the following circumstances:


 


(a)                                  After
an assignment to Recipient of any duties inconsistent in any respect with Recipient’s
position (including status, offices, titles and reporting requirement),
authority, duties or responsibilities or any other action by Company that
results in a diminution in Recipient’s position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and that is remedied by Company
promptly after receipt of notice thereof given by Recipient;


 


(b)                                 After
decrease in Recipient’s compensation or benefits, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and that is
remedied by the Company promptly after receipt of notice thereof given by
Recipient, or a decrease in qualified retirement plan or health insurance
benefits in conjunction with a plan change needed to enable the plans to
satisfy IRS requirements or bring the benefits in line with benefits available
to the officers and directors of an acquiring entity; or


 


(c)                                  After
Company requires Recipient to perform duties at any location that is
outside of a 50-mile radius of his current residence, other than for reasonable
travel required by Company.


 


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6.               Tax Filing; Tax
Withholding. In connection with receiving the Shares, Recipient may elect
to file an election under section 83(b) of the Internal Revenue Code
of 1986, as amended (the “Code”), which election is intended to accelerate the
tax consequences of the transfer, regardless of the potential effect of the
vesting schedule of Section 4 or the risk of forfeiture set forth in Section 5.
The choice to file an 83(b) election is entirely at Recipient’s discretion.
Election under section 83(b) may be made by Recipient on the form attached
hereto as Exhibit A.


 


RECIPIENT UNDERSTANDS THAT TO BE VALID, AN ELECTION
UNDER SECTION 83(b) OF THE CODE MUST BE FILED WITH THE IRS WITHIN 30
DAYS OF THE DATE OF GRANT, A COPY OF THE ELECTION MUST BE PROVIDED TO THE
COMPANY, AND A COPY OF THE ELECTION MUST BE ATTACHED TO RECIPIENT’S FEDERAL
(AND POSSIBLY STATE) INCOME TAX RETURN FOR THE YEAR OF THE ELECTION. RECIPIENT
ACKNOWLEDGES THAT IF HE CHOOSES TO FILE AN ELECTION UNDER SECTION 83(B) OF
THE CODE, IT IS RECIPIENT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO MAKE
A VALID AND TIMELY ELECTION.


 


Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares may be released from the
escrow established pursuant to Section 3 unless and until satisfactory
arrangements (as determined by Company) have been made by Recipient with
respect to the payment of income and employment taxes which Company determines
must be withheld with respect to such Shares.


 


7.                                       Status
as Shareholder. Except as expressly stated in this Agreement, Recipient
shall have the rights and privileges of a shareholder of Company with respect
to all the Shares, regardless of their vested or unvested status, or the fact
that the Shares are held in escrow (as contemplated by Section 3),
including the right to vote such Shares and receive all dividends and
distributions on such Shares.


 


8.                                       Changes
in Shares. In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split-up, Share combination, or other
change in the corporate structure of Company affecting the Shares, the Shares
will be increased, reduced or otherwise changed, and by virtue of any such
change Recipient will, in the capacity as owner of all the Shares, including
any unvested portion of the Shares, be entitled to new or additional or
different shares of stock, cash or securities, in the same manner as other
shareholders of Common Stock, provided that the new securities replacing the
unvested Shares will be subject to all of the conditions and restrictions that
were applicable to the unvested Shares pursuant to this Agreement. Company in
its absolute discretion at any time may accelerate the vesting of all or
any portion of such new or additional shares of stock, cash or securities,
rights or warrants to purchase securities or shares or other securities
acquired by the exercise of such rights or warrants.


 


9.                                       No
Employment Rights. Nothing in this Agreement will confer upon Recipient any
right to continue in the employ or service of Company or affect the right of Company
to terminate the employment of Recipient at any time with or without cause.


 


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10.                                 Governing
Law. This Agreement shall be governed by and construed with accordance the
laws of the State of Washington.


 


11.                                 Integration.
This Agreement, when read in conjunction with the Plan, contains the entire
agreement and understanding of the parties with respect to the subjects
discussed above, including but not limited to the topics of employment and
equity ownership in Company. The parties agree that this Agreement expressly
supersedes all prior agreements or understandings, written or oral, provided
that if there is any disagreement between the terms of this Agreement and the
Plan, the terms of the Plan shall prevail.


 


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IN WITNESS WHEREOF, the parties have signed this
Agreement, effective as of the date set forth in the first paragraph of this
Agreement.


 


 


	
  COMPANY:

  	
  RECIPIENT:

  
	
   

  	
   

  
	
  ICO
  Global Communications (Holdings) 

  	
   

  	
   

  
	
  Limited

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: 

  	
   

  	
   

  
								



 


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ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED


RESTRICTED STOCK GRANT AGREEMENT


 


EXHIBIT A


 


Election Under Internal Revenue Code Section 83(b)


 


The
undersigned hereby elects pursuant to §83(b) of the Internal Revenue Code
with respect to the property described below and supplies the following
information in accordance with the regulations promulgated thereunder:


 


1.                                       The
name, address and taxpayer identification number of the undersigned is:


	
  Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  SSN:

  	
   

  	
   

  



 


2.                                       Description
of property with respect to which the election is made:


 


                          
(     ) shares of Class A Common Stock of ICO
Global Communications (Holdings) Limited (the “Company”).


 


3.                                       The
property was transferred during the calendar year      .


 


4.                                       The
nature of the restrictions to which property is subject are:


 


Pursuant to the terms of
the ICO Global Communications (Holdings) Limited Amended and Restated 2000
Stock Incentive Plan and a corresponding Restricted Stock Grant Agreement (“Agreement”)
between Company and the undersigned dated as of                      ,
the Shares shall vest upon the earlier of: i) 10 years from the effective date
of the Agreement; or ii) 90 days following the effective date of any
registration under the Securities Exchange Act of 1934, as amended, covering
any class of equity securities of Company. To the extent that Recipient’s
employment with Company terminates for Cause (as defined in the Agreement) or
without Good Reason (as defined in the Agreement), Recipient’s unvested Shares
shall be forfeited and automatically transfer back to Company, without payment
from Company.


 


5.                                       Fair
market value of the property is $            .


 


6.                                       The
amount paid for the property was $                .


 


7.                                       A
copy of this statement was reported to Company.


 


	
   

  	
   

  	
  Dated: 

  	
   

  	
  , 200  .

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  



 


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