Exhibit 10.26


 


ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED


 


2000 STOCK INCENTIVE PLAN

STOCK OPTION LETTER AGREEMENT


 


TO:                            Craig Jorgens


 


We are pleased to inform you that you have
been selected by ICO Global Communications (Holdings) Limited (the “Company”)
to receive a stock option (the “Option”) to purchase shares (the “Option Shares”)
of the Company’s Class A Common Stock. The Option is granted outside the
Company’s 2000 Stock Incentive Plan (the “Plan”) and any shares issued upon
exercise of the Option will not be issued from those shares authorized under
the Plan. Notwithstanding the foregoing, and except as expressly provided
otherwise herein, the Option is subject to the terms and conditions of the
Plan, a copy of which is attached. The Plan is incorporated by reference into
this Agreement, which means that this Agreement is limited by and subject to
the express terms and provisions of the Plan, except as expressly provided
otherwise herein. Capitalized terms that are not defined in this Agreement have
the meanings given to them in the Plan, unless otherwise indicated in this
Option Agreement.


 


The most important terms of the Option are
summarized as follows:


 


	
  Grant Date:

  	
  July 25, 2002

  
	
  Number of Shares:

  	
  185,000

  
	
  Exercise Price:

  	
  $.75 per share

  
	
  Expiration Date:

  	
  July 25, 2012

  
	
  Type of Option:

  	
  Nonqualified Stock Option (“NSO”)

  



 


Vesting and
Exercisability: The
Option will vest and become exercisable in ten equal monthly installments on
the last day of each month commencing March 31, 2002 and ending on December 31,
2002. The option will fully vest and become fully exercisable if the Optionee
is terminated without Cause, as described in the Executive Employment Agreement
between the Company and the Optionee dated March 1, 2002 (the “Executive
Employment Agreement”).


 


Termination
of Option: The
unvested portion of the Option will terminate automatically and without further
notice immediately upon termination (voluntary or involuntary) of your
employment or service relationship with the Company or a Related Corporation.
The vested portion of the Option will terminate automatically and without
further notice on the earliest of the following dates:


 


(a)           if
the Company completes a successful public offering of its shares or lists its
shares on a national exchange or NASDAQ prior to the Expiration Date, then upon
the later of (i) the first anniversary of the effective date of such public
offering or listing or (ii) the first anniversary of the expiration date of any
lock-up you are required to sign as a result of the offering; and


 


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(b)           the Expiration Date;


 


except, that if your services are terminated for Cause, as defined in
the Executive Employment Agreement, you will forfeit the unexercised portion of
the Option, including vested and unvested shares, on the date you are notified
of your termination.


 


It is your responsibility to be aware of the
date your Option terminates.


 


Method of
Exercise: You may
exercise the Option by giving written notice to the Company, in form and
substance satisfactory to the Company, which will state the election to
exercise the Option and the number of Option Shares for which you are
exercising the Option. The written notice must be accompanied by full payment
of the exercise price for the number of shares of Common Stock you are
purchasing.


 


The Company may, in its sole discretion at
the time of exercise, require you to sign an agreement, pursuant to which you
will grant to the Company certain repurchase and first offer rights to purchase
the Option Shares acquired by you upon exercise of the Option.


 


Form of
Payment: You may pay
the Option exercise price, in whole or in part, in cash, by check or, unless
the Company determines otherwise, by (a) tendering (either actually or by
attestation) mature shares of Common Stock (generally, shares you have held for
a period of at least six months) having a fair market value on the day prior to
the date of exercise equal to the exercise price (you should consult your tax
advisor before exercising the Option with stock you received upon the exercise
of an incentive stock option); (b) if and so long as the Common Stock is
registered under the Securities Exchange Act of 1934, as amended, delivery of a
properly executed exercise notice together with irrevocable instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds
necessary to pay the exercise price all in accordance with the regulations of
the Federal Reserve Board; or (c) such other consideration as the Compensation
Committee of the Board of Directors of the Company may permit.


 


Withholding
Taxes: As a condition
to the exercise of any portion of the Option, you must make such arrangements
as the Company may require for the satisfaction of any foreign, federal, state
or local withholding or other tax obligations that may arise in connection with
such exercise. The Company has the right to retain without notice sufficient
shares of stock to satisfy any social or income tax obligation. Unless the
Compensation Committee of the Board of Directors of the Company determines
otherwise, you may satisfy the withholding obligation by electing to have the
Company withhold from the shares to be issued upon exercise that number of
shares having a fair market value equal to the amount required to be withheld
(up to the minimum required federal tax withholding rate). The Company may also
deduct from the shares to be issued upon exercise any other amounts due from
you to the Company.


 


Limited
Transferability: During
your lifetime only you can exercise the Option. The Option is not transferable
except by will or by the applicable laws of descent and distribution, except
that nonqualified stock options may be transferred to the extent permitted by
the


 


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Company. The Plan provides for exercise of the Option by a designated
beneficiary or the personal representative of your estate.


 


Registration:
Your particular
attention is directed to Section 16.3 of the Plan, which describes certain
important conditions relating to federal, state and foreign securities laws
that must be satisfied before the Option can be exercised and before the
Company can issue any shares to you. By accepting the Option, you hereby
acknowledge that you have read and understand Section 16.3 of the Plan.


 


Binding
Effect: This Agreement will inure
to the benefit of the successors and assigns of the Company and be binding upon
you and your heirs, executors, administrators, successors and assigns.


 


Limitation
on Rights; No Right to Future Grants; Extraordinary Item of Compensation: By entering into this Agreement and accepting
the grant of the Option evidenced hereby, you acknowledge: (a) that the Plan is
discretionary in nature and may be suspended or terminated by the Company at
any time; (b) that the grant of the Option is a one-time benefit which does not
create any contractual or other right to receive future grants of options, or
benefits in lieu of options; (c) that all determinations with respect to any
such future grants, including, but not limited to, the times when options will
be granted, the number of Option Shares subject to each option, the option
price, and the time or times when each option will be exercisable, will be at
the sole discretion of the Company; (d) that your participation in the Plan is
voluntary; (e) that the value of the Option is an extraordinary item of
compensation which is outside the scope of your employment contract, if any;
(f) that the Option is not part of normal or expected compensation for purposes
of calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (g) that the vesting of the Option ceases upon termination of
employment or service relationship with the Company for any reason except as
may otherwise be explicitly provided in the Plan or this Agreement or otherwise
permitted by the Compensation Committee of the Board of Directors of the
Company; (h) that the future value of the underlying Option Shares is unknown
and cannot be predicted with certainty; and (i) that if the underlying Option
Shares do not increase in value, the Option will have no value.


 


Employee
Data Privacy: As a
condition of the grant of the option, you consent to the collection, use and
transfer of personal data as described in this paragraph. You understand that
the Company and/or its Related Corporations hold certain personal information
about you, including your name, home address and telephone number, date of birth,
social security number or identification number, salary, nationality, job
title, any Option Shares or directorships held in the Company, details of all
Options or any other entitlement to Option Shares awarded, canceled, exercised,
vested, unvested or outstanding in the your favor, for the purpose of managing
and administering the Plan (“Data”). You further understand that the Company
and/or its Related Corporations will transfer Data amongst themselves as
necessary for the purpose of implementation, administration and management of
your participation in the Plan, and that the Company, and/or its Related
Corporations may each further transfer Data to any third parties assisting the
Company in the implementation, administration and management of the Plan. You
understand that these recipients may be located in the United States, or


 


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elsewhere, such as the United Kingdom. You authorize them to receive,
possess, use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing your participation in
the Plan, including any requisite transfer to a broker or other third party
with whom you may elect to deposit any Option Shares acquired upon exercise of the
Option such Data as may be required for the administration of the Plan and/or
the subsequent holding of Option Shares on your behalf.


 


Please execute the following Acceptance and
Acknowledgment and return it to the undersigned.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  ICO GLOBAL COMMUNICATIONS

  (HOLDINGS) LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Curtin

  	
   

  
	
   

  	
  Name:

  	
   David Curtin

  	
   

  
	
   

  	
  Title:

  	
  SVP

  	
   

  
						



 


 


ACCEPTANCE
AND ACKNOWLEDGMENT


 


I, a resident of the State/Country of
California, USA, accept the Option described in this Agreement and in the Plan,
and acknowledge receipt of a copy of this Agreement and a copy of the Plan. I
have read and understand the Plan.


 


 


	
  Dated:

  	
  8/8/2002

  	
  /s/ Craig Jorgens

  	
   

  
	
   

  	
   

  	
  Craig Jorgens

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  580 Dalewood Drive

  
	
   

  	
   

  	
   

  	
  Orinda, CA 94563

  
					



 


Taxpayer I.D. Number:


 


	
  private

  	
   

  



 


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