Exhibit 10.36


 


ICO Global Communications (Holdings) Limited


11700 Plaza America Drive, Suite 1010


Reston, Virginia 20190


 


April 19, 2006


 


 


Ms. Donna Alderman


138 Parkview Road


Pound Ridge, New
York  10576


 


Dear Donna:


 


We
are pleased that you have agreed to continue as Executive Vice President,
Strategy of ICO Global Communications (Holdings) Limited under the terms of
this letter agreement. You will have the rights, powers, duties and obligations
as may be agreed upon from time to time. During the course of your
employment with ICO you will devote your full business time and efforts
to ICO; provided, that, nothing herein will prevent you from (i) participating
in industry, trade, professional, charitable and community activities, (ii) serving
on corporate, civic or charitable boards or committees as mutually agreed by us
and you, and (iii) managing your personal investments and affairs, in each
case so long as such activities do not conflict with ICO’s interests or
interfere with the performance of your responsibilities to ICO.


 


Base Salary and Annual Bonus


 


Your current annual
salary is $500,000, less payroll taxes and required withholding, which will be
paid to you in regular intervals in accordance with ICO’s customary payroll
schedules for salaried employees, but in no event less frequently than twice
each month. This salary may be adjusted in the future in accordance with
ICO’s compensation practices. ICO currently does not have a cash bonus plan for
you or your position. However, you may be considered for additional
restricted stock and/or stock options in the future if and when the
Compensation Committee of ICO’s Board considers such plans generally.


 


Employee
Intellectual Property Agreement


 


As a condition of continuing
employment, and in exchange for being given a written employment letter
agreement, you agree to continue to abide by the terms of the ICO Employee Intellectual
Property Agreement.


 


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Termination


 


Without Cause


 


If ICO terminates your
employment without Cause, as defined below, then you will be entitled to the
following:


 


•                  a lump sum
payment (less any required deductions) in an amount equal to (i) your unpaid
base salary through the date of termination, (ii) the value of your vacation
time not used as of the date of termination to the extent that such vacation
time has been accrued during the calendar year of termination, calculated based
upon your base salary at the date of termination, and (iii) reimbursement
of any reasonable business expenses reimbursable under this letter, to the
extent not theretofore reimbursed.


 


In addition, ICO will provide
you the following severance benefits on the condition that you execute a
separation agreement that contains a full release of claims, in a form acceptable
to ICO:


 


•                  continuation of
your base salary then in effect, payable in accordance with the normal payroll
practices of ICO in effect on the date of termination, for a period of six (6) months
(“Severance Period”); and


 


•                  in connection
with, and immediately prior the date of termination, ICO shall take steps
necessary to accelerate and deem immediately vested those options granted to
you under the Plan in which you would have vested had you remained actively
employed through the Severance Period and all restricted shares in which you
would have vested had you remained actively employed through the Severance
Period, at which point all other unvested options shall expire; provided,
however, this provision does not supersede any Change of Control provisions for
accelerated vesting of stock options under the Plan.


 


For Cause


 


ICO may terminate
your employment for Cause at any time upon written notice of such termination
to you setting forth in reasonable detail the nature of such Cause. If ICO
terminates your employment for Cause, or you resign, then you will be entitled
to a lump sum (less any required deductions) in an amount equal to (i) your
base salary through the date of termination, (ii) the value of your vacation
time not used as of the date of termination to the extent that such vacation
time has been accrued during the calendar year of termination, calculated based
upon your base salary at the date of termination, and (iii) reimbursement
of any reasonable business expenses reimbursable under this letter, to the
extent not theretofore reimbursed. In addition, upon termination of your
employment by ICO for Cause, any options granted to you, notwithstanding any
prior vesting, shall automatically expire at the time ICO first notifies you of
such termination.


 


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Definition of “Cause”


 


“Cause” means dismissal
for willful material misconduct or failure to discharge duties, conviction or
confession of a crime punishable by law (except minor violations), the performance
of an illegal act while purporting to act in ICO’s behalf, or engaging in
activities directly in competition or antithetical to the best interest of ICO,
such as dishonesty, fraud, unauthorized use or disclosure of confidential
information or trade secrets.


 


Definition of “Disability”


 


For
purposes of this Agreement, “Disability” will mean a medically diagnosed
physical or mental impairment that that renders you incapable (even with
reasonable accommodation) of performing the duties required under this
Agreement for a period of time that is reasonably expected to exceed 8 weeks. ICO,
acting in good faith, will make the final determination of whether you have a Disability
and, for purposes of making such determination, may require you to submit yourself
to a physical examination by a physician mutually-agreed upon by you and ICO.


 


Benefits; Vacation; Expenses


 


You may participate
in and to receive benefits from all present and future life, accident,
disability, medical, pension and savings plans and all similar benefits made
available generally to executives of ICO. The amount and extent of benefits to
which you are entitled will be governed by the specific benefit plan, as it may be
amended from time to time.


 


You will accrue four
weeks of paid vacation per year or such longer period as may be provided
by ICO. Such vacation will be taken at such times and intervals as will be
determined by you, subject to the reasonable business needs of ICO. You will
not be entitled to defer more than two weeks’ vacation time not taken to a
later calendar year, and you cannot accumulate more than 25 days of accrued but
unused vacation time in the aggregate.


 


ICO will pay or reimburse
you promptly for all reasonable business expenses and other disbursements
incurred or paid by you in the performance of your duties and responsibilities
to ICO, including those incurred or paid in connection with business related
travel, telecommunications and entertainment, subject to reasonable
substantiation of such expenses by you in accordance with ICO’s policies.


 


Arbitration of Claims


 


You hereby acknowledge
and agree that, except as provided below, all disputes concerning your
employment with ICO, the termination thereof, the breach by either party of the
terms of this letter or any other matters relating to or arising from your
employment with ICO will be resolved in binding arbitration in a proceeding in Reston,
Virginia, administered by and under the rules and regulations of National Rules for
the Resolution of Employment Disputes of the American Arbitration Association. This
means that the parties agree to waive their rights to have such disputes or
claims decided in court by a jury. Instead, such disputes or claims will be
resolved by an impartial AAA 


 


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arbitrator. Both
parties and the arbitrator will treat the arbitration process and the
activities that occur in the proceedings as confidential.


 


The arbitration procedure
will afford you and ICO the full range of statutory remedies. ICO and you will
be entitled to discovery sufficient to adequately arbitrate any covered claims,
including access to essential documents and witnesses, as determined by the
arbitrator and subject to limited judicial review. In order for any judicial review
of the arbitrator’s decision to be successfully accomplished, the arbitrator
will issue a written decision that will decide all issues submitted and will
reveal the essential findings and conclusions on which the award is based. The
party that is not the substantially prevailing party, which determination shall
be made by the arbitrator in the event of ambiguity, shall be responsible for
paying for the arbitration filing fee and the arbitrator’s fees.


 


Nothing contained in this
section will limit ICO’s or your right to seek relief in any court of
competent jurisdiction in respect of the matters set forth in the “ICO Employee
Intellectual Property Agreement.”  We
specifically agree that disputes under the “ICO Employee Intellectual Property
Agreement” will not be subject to arbitration unless both parties mutually
agree to arbitrate such disputes.


 


Employment At Will


 


By signing this letter,
you understand and agree that your employment with ICO will continue at-will. Therefore,
your employment can terminate, with or without Cause, and with or without
notice, at any time, at your option or ICO’s option, and ICO can terminate or
change all other terms and conditions of your employment, with or without
Cause, and with or without notice, at any time, in all cases subject to the
other terms and conditions of this letter. This at-will relationship will
remain in effect throughout your employment with ICO or any of its subsidiaries
or affiliates. The at-will nature of your employment, as set forth in this
paragraph, can be modified only by a written agreement signed by both ICO’s Chief
Executive Officer and you which expressly alters it. This at-will relationship may not
be modified by any oral or implied agreement, or by any policies of ICO,
practices or patterns of conduct.


 


Entire Agreement


 


This letter, any stock
option agreement between you and ICO, and the ICO Employee Intellectual
Property Agreement constitute the entire agreement, arrangement and
understanding between you and ICO on the nature and terms of your employment
with ICO. This letter agreement supersedes any prior or contemporaneous
agreement, arrangement or understanding on this subject matter, subject to the sixth
sentence in this paragraph regarding any stock option agreement between you and
ICO. By executing this letter as provided below, you expressly acknowledge the
termination of any such prior agreement, arrangement or understanding. Also, by
your execution of this letter, you affirm that no one has made any written or
verbal statement that contradicts the provisions of this letter. In the event
of any inconsistency between the terms contained in this letter and the terms
contained in any stock option agreement between you and ICO, 


 


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the terms
contained in this letter will control, and that the provisions regarding
vesting or termination contained in your stock option agreements will be
superseded by the provisions of this letter to the extent of any conflict. In addition, the noncompetition and
other covenants contained in the ICO Employee Intellectual Property Agreement will
also supersede the provisions of any other similar covenant contained in your
stock option agreement to the extent of any conflict. We hope that you will
accept this offer and continue to work with us.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  ICO
  Global Communications

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name: J. Timothy Bryan

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
  Signature
  of Acceptance:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Donna
  Alderman

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
							



 


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