Exhibit 10.4


 


ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED 

RESTRICTED STOCK GRANT AGREEMENT


 


This
Restricted Stock Grant Agreement (this “Agreement”) is entered into by and
between ICO Global Communications (Holdings) Limited (“Company”), and Eagle
River Investments, LLC (“Recipient”), effective as of November 11, 2005.


 


RECITALS


 


A.                                   WHEREAS, Company has utilized the services of
Recipient for a number of years, particularly over the last five years, and
desires to convey to Recipient adequate compensation for its services and also
provide incentive to pursue the continued best interests of the Company;


 


B.                                     WHEREAS, Company’s Board of Directors (the “Board”)
has determined to grant shares of Company’s Class A common stock to
Recipient as partial payment for its historic services and continued incentive;
and


 


C.                                     WHEREAS, the parties desire to formally
articulate the terms of their arrangement.


 


NOW,
THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:


 


AGREEMENT


 


1.                                       Stock Subject to this Agreement. The stock subject to this Agreement shall
be Company’s Class A common stock (the “Common Stock”), presently
authorized but unissued or subsequently acquired by Company.


 


2.                                       Grant of Shares. Company hereby grants to Recipient, and
Recipient accepts from Company,
one-million (1,000,000) shares of Common Stock (the “Shares”). Recipient shall
be the sole owner of the Shares, subject to this Agreement, and Company shall
appropriately list Recipient as a shareholder on its corporate books and
records.


 


3.                                       Shares Held in Escrow. Unless and until the Shares have vested in
the manner set forth in Section 4, the Shares, although issued in the name
of Recipient, will be held in escrow by Company as escrow agent (the “Escrow
Agent”), and may not be sold, transferred or otherwise disposed of, and
will not be pledged or otherwise hypothecated; notwithstanding the foregoing,
Recipient may transfer some or all of the Shares in a non-revenue raising
transaction to an affiliated entity, employee or non-employee service providers
if the restrictions described in this Agreement also apply to the transferee.
Company may instruct the transfer agent for its Common Stock to place a
legend on the certificates representing the Shares, or otherwise note its
corporate records, as to the restrictions on transfer set forth in this
Agreement. The Escrow Agent will deliver to Recipient the certificate (or
certificates) representing the Shares only after, and not until, the Shares have
vested and all other terms and conditions in this Agreement have been satisfied.


 

















 


4.                                       Vesting Requirements. Ownership of the Shares shall become vested
and free from the escrow
provisions of Section 3 upon the earlier of: i) 10 years from the effective
date of this Agreement or ii) 90
days following the effective date of any registration under the Securities
Exchange Act of 1934, as amended, covering any class of equity securities
of Company.


 


5.                                       Status as Shareholder. Except as expressly stated in this
Agreement, Recipient shall have the rights and privileges of a shareholder of
Company with respect to all the Shares, regardless of their vested or unvested
status, or the fact that the Shares are held in escrow (as contemplated by Section 3),
including the right to vote such Shares and receive all dividends and
distributions on such Shares.


 


6.                                       Changes in Shares. In the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock dividend,
split-up, Share combination, or other change in the corporate structure of
Company affecting the Shares, the Shares will be increased, reduced or
otherwise changed, and by virtue of any such change Recipient will, in the
capacity as owner of all the Shares, including any unvested portion of the
Shares, be entitled to new or additional or different shares of stock, cash or
securities, in the same manner as other shareholders of Common Stock, provided
that the new securities replacing the unvested Shares will be subject to all of
the conditions and restrictions that were applicable to the unvested Shares
pursuant to this Agreement. Company in its absolute discretion at any time may accelerate
the vesting of all or any portion of such new or additional shares of stock,
cash or securities, rights or warrants to purchase securities or shares or
other securities acquired by the exercise of such rights or warrants.


 


7.                                       Governing Law. This Agreement shall be governed by and
construed with accordance the laws of the State of Washington.


 


8.                                       Integration. This Agreement contains the entire agreement and understanding of the
parties with respect to the subjects discussed above, including but not limited
to the topics of employment and equity ownership in Company. The parties agree
that this Agreement expressly supersedes all prior agreements or
understandings, written or oral.


 


9.                                       IN WITNESS WHEREOF, the parties have signed
this Agreement, effective as of the date set forth in the first paragraph of
this Agreement.


 


	
  COMPANY:

  	
  RECIPIENT:

  
	
   

  	
   

  
	
  ICO Global
  Communications (Holdings)

  	
  Eagle River Investments,
  L.L.C.

  
	
  Limited

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ J. Timothy Bryan

  	
   

  	
  By:

  	
  /s/ Ben Wolff

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  CEO

  	
   

  	
  Its:

  	
  President

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  4/5/06

  	
   

  	
  Date:

  	
  4/10/06

  	
   

  
								



 


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