Exhibit 10.38


 


ICO Global Communications (Holdings) Limited


11700 Plaza America Drive, Suite 1010


Reston, Virginia 20190


 


April 19, 2006


 


 


John Flynn


3717 Underwood Street


Chevy Chase, Maryland,
20815


 


Dear John:


 


We
are pleased that you have agreed to accept the positions of Executive Vice
President, General Counsel, and Corporate Secretary of ICO Global
Communications (Holdings) Limited and ICO North America, Inc.
(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 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.  The starting
date for this position and for purposes of this Letter Agreement shall be May 8,
2006.


 


Base Salary and Annual
Bonus


 


Your current annual
salary will be $325,000, 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.


 


Stock Options


 


ICO has approved the
granting to you of an option to purchase 350,000 shares of ICO Global Class A
Ordinary Shares (the “Option”), with an exercise price equal to $5.88 per
share.  The Option will vest in equal
annual installments on each of the first, second, third, and fourth
anniversaries of your start date of May 8, 2006.  The Option will be evidenced by a stock
option agreement approved by the Committee for the grant of other stock options
under the ICO Global Communications (Holdings) Limited Amended and Restated
2000 Stock Option Plan (the “Plan”) and will be subject to the terms and


 


1

















 


conditions of the
Plan.


 


Employee
Intellectual Property Agreement


 


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


 


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


 


2

















 


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.


 


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.  At present, as an employee benefit, ICO
contributes 12% of your annual salary to a 401(k) program up to a maximum of
$42,000 per year.


 


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.


 


3

















 


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 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.


 


4

















 


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, the terms
contained in this letter will control, and 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 look forward to working with
you.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  ICO
  Global Communications

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  J. Timothy Bryan

  
	
   

  	
   

  	
  Name:

  	
  J.
  Timothy Bryan

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
  Signature
  of Acceptance:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  John Flynn

  	
   

  	
   

  
	
  John
  Flynn

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  5/11/06

  	
   

  	
   

  
						



 


5