Exhibit 10.27


 


Board
Compensation Policy


(Adopted
May 8, 2006)


 


General:


 


•                  This
compensation policy applies to all board members of ICO Global Communications
(Holdings) Limited (“ICO”), including future directors of ICO. The board of ICO
reserves the right to amend this policy from time to time, but such amendments
shall not apply to awards that have been earned prior to such amendments,
without the consent of the respective director.


 


Historical Service by Current Board Members:


 


•                  Each
current board member will receive options to purchase 30,000 shares of Class A
Common Stock of ICO at the current fair market value price for each full year
of board service since the emergence of ICO from bankruptcy in 2000. These
options will vest in accordance with the following schedule:  Options will become 25% vested following each
full year of service as a board member, beginning with the date the options are
granted, with the result that the option becomes completely vested following
four years of service.


 


•                  There
will be no additional compensation for historical service on the board and
board committees.


 


Ongoing Service by Current and Future Board
Members:


 


•                  Initial Service Option Grant. Each future
board member who is not an employee of ICO will receive options to purchase
100,000 shares of Class A Common Stock of ICO at the current fair market
value price. New members will receive the options at the time they are elected.
These options will vest in accordance with the following schedule:  Options will become 25% vested following each
full year of service as a board member, beginning with the date the options are
granted, with the result that the option becomes completely vested following
four years of service.


 


•                  Annual Service Option Grant. Each current
and future board member who is not an employee of ICO will receive options to
purchase 30,000 shares of Class A Common Stock of ICO at the current fair
market value price on an annual basis, to be granted on October 1 of each
year. These options will vest at the rate of 25% per year, beginning as of the
date of grant (October 1) and continuing through the following September 30,
with the effect that the options become fully vested after four years of
service on the board.


 


•                  Annual Service Cash Payment. Each current
and future board member that is independent as determined by NASD Marketplace Rule 4350(d)(2) shall
receive


 


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$30,000 per
year cash compensation for board service, plus cash compensation for committee
service as determined by the full board.


 


•                  Initial Audit Committee Option Grant. Each
current and future board member that is independent as determined by NASD
Marketplace Rule 4350(d)(2) and who serves on the Audit Committee of
the ICO will receive options to purchase 50,000 shares of Class A
Common Stock of ICO at the current fair market value price, to be granted on
the date of appointment to the Audit Committee. The member of the Audit
Committee who serves as chairman will receive options to purchase an additional
50,000 shares of Class A Common Stock at the current fair market
price, to be granted on the date of appointment as chairman of the committee. These
options will become 25% vested following each full year of service on the Audit
Committee following the date of appointment, with the effect that the options
become fully vested after four years of service on the Audit Committee or as
chairman of the Audit Committee, as applicable.


 


•                  Initial Strategy Committee Option Grant. Each
current and future board member that is independent as determined by NASD
Marketplace Rule 4350(d)(2) and who serves on the Strategy Committee
of the ICO will receive options to purchase 50,000 shares of Class A
Common Stock of ICO at the current fair market value price, to be granted on
the date of appointment to the Strategy Committee. These options will become
25% vested following each full year of service on the Strategy Committee
following the date of appointment, with the effect that the options become
fully vested after four years of service on the Strategy Committee.


 


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