Exhibit 10.37


 


ICO Global Communications (Holdings) Limited


11700 Plaza America Drive, Suite 1010


Reston, Virginia 20190


 


April 23,
2006


 


Mr.
Craig Jorgens


580
Dalewood Drive


Orinda,
California 94563


 


Dear
Craig:


 


We are pleased that you have agreed to continue as President of ICO
Global Communications (Holdings) Limited and ICO North America (collectively “ICO”)
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 and serving on up to two
outside boards of directors, 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 $570,000, 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. However, you may receive additional restricted
stock and/or stock options in the future if and when the Compensation Committee
of ICO’s Board considers such plans generally. In addition, ICO shall provide
up to $2,000 per year for tax preparation assistance, payable upon presentation
of acceptable documentation of actual expenses incurred.


 


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, calculated based upon your base salary and benefits 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 and customary for ICO:


 


•                  continuation of your base salary and benefits
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 and benefits through the date of
termination, (ii) the value of your vacation time not used as of the date
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, not including any
already vested options, 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 21 days 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 

  	
  /s/ J. Timothy Bryan

  
	
   

  	
   

  	
  Name: J. Timothy Bryan

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
  Signature of Acceptance::

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Craig Jorgens

  	
   

  	
   

  
	
  Craig Jorgens

  	
   

  
	
   

  	
   

  
	
  Date: 

  	
  4/26/06

  	
   

  	
   

  
					



 


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