Exhibit 10.32


 


	
  23 June 2000

  	
   

  	
  

  
	
   

  	
   

  
	
   

  	
   

  
	
  Private &
  Confidential

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mr
  Robert Day

  	
   

  	
  ICO Global Communications

  
	
  4736
  Bulova Street

  	
   

  	
  Services Inc

  
	
  Torrance

  	
   

  	
  The
  Corporation Trust Company

  
	
  CA
  90503

  	
   

  	
  1209
  Orange Street

  
	
  USA

  	
   

  	
  Wilmington

  
	
   

  	
   

  	
  Delaware

  



 


 


Dear Bob


 


This letter constitutes
your employment agreement with ICO Global Communications Services Inc (“Employer”).


 


1.                                      TITLE


 


1.1.                              You
are employed as Vice President, Space Systems and you will report to the Senior
Vice President and Chief Engineering Officer or other such person as the
Employer may from time to time direct. Your position is a band 4 within
the Employer’s internal structure.


 


1.2.                              You
will be expected to carry out such duties as the Employer may from time to
time reasonably require consistent with your job title and band.


 


2.                                      WORK AUTHORIZATION


 


2.1.                              It
is a condition of your employment that you hold and continue to hold a work permit
or other appropriate authorization to enable you to work for the Employer in
the United States. No guarantee can be given by the Employer that such a work
permit or authorization will be forthcoming from the appropriate authorities.


 


3.                                      TERM
OF EMPLOYMENT


 


3.1.                              Your
employment with the Employer will commence on a date to be confirmed. No period
of employment with any other employer will count as continuous employment with
the Employer.


 


	
  /s/
  RD

  	
   

  
	
  Initials

  



 

















 


3.2.                              Your employment with the Employer shall be “at-will”,
meaning that either you or the Employer will terminate your employment with or
without cause, subject only to the notice requirements set forth in Paragraph 8
of this Agreement.


 


3.3.                              Your employment is subject to such general
conditions of employment as the Employer may prescribe, whether in the
staff handbook or elsewhere. By signing this agreement you acknowledge that you
have received and read the staff handbook.


 


4.                                      REMUNERATION AND BENEFITS


 


4.1.                              You will be compensated at the rate of United
States Dollars $15,417 per month, less appropriate deductions for employment
taxes and social security contributions (FICA), withholding for Federal and
State income taxes, and as otherwise required under Federal and State law.


 


4.2.                              You will be paid on the last working date of
each calendar month for the work you performed during that month.


 


4.3.                              You will be eligible to participate in such
discretionary annual and long-term bonus programs as the Employer may establish
from time to time for employees of your band, subject to such terms and
conditions as the Employer may specify. Terms of the annual discretionary
bonus program(s) for which you are eligible are attached. The nominal target
for the annual bonus shall be 30%.


 


4.4.                              The Employer will provide you with the
following benefits, subject to all applicable conditions of eligibility:


 


•                  A
defined contribution 401(k) Retirement Plan;


 


•                  A
managed care health insurance plan;


 


•                  An
indemnity dental care plan;


 


•                  Life
Insurance;


 


•                  Disability
Insurance;


 


•                  Personal
Accident Insurance.


 


To obtain more details regarding the terms of these benefit plans,
please see the enclosed summary or contact Angela McGregor, Compensation &
Benefits Specialist (tel: + 44 208 600 1002).


 


The Employer also reserves the right to terminate one or more of these
benefit plans, to substitute another plan and to alter the terms of any of
these plans, and if it does so, the Employer will be under no obligation to
replace the terminated or altered plan with identical or similar benefits.
However, it will notify you of any such change in benefits as required by law.


 


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5.                                      HOURS AND PLACE OF WORK


 


5.1.                              Your normal hours of work will be 9.00 am
until 5.00 pm Mondays to Fridays, although the Employer reserves the right to
vary your workdays and your start and finish times according to business needs.
You will be informed of any changes in your workdays or normal hours or work
before they are implemented. The Employer also reserves the right to require
you to work such additional hours as may be necessary to properly perform your
duties with no additional remuneration.


 


5.2.                              You initially will work at 2260 East Imperial
Highway, El Segundo, Los Angeles, CA 90245 but the Employer may require
you without any additional remuneration to relocate and to work at any new
premises of the Employer as may be established within a reasonable
distance of your initial place of work under this Agreement. In addition, the
Employer may require you to travel both within and outside the United States
in the course of your duties with the standard expense reimbursement arrangement.


 


5.3.                              If the place of work moves beyond a
reasonable distance or the travel requirements become unreasonable (more than
one quarter of a year) then you may elect to choose to terminate and the
terms of Employer notice in sections 8.2 and 8.3 shall take effect.


 


6.                                      VACATION AND HOLIDAYS


 


6.1.                              Your maximum annual vacation entitlement is
25 working days at full pay in each calendar year. Vacation will be earned on a
pro-rata basis for each day you work.


 


6.2.                              You are encouraged to take your vacation
during the year in which you earn it. The Employer understands that
circumstances may preclude you from using your earned vacation time each
and every year and therefore it will permit you to carry over your earned but
unused vacation time from one year to the next. However, in order to encourage
you to use your vacation, it is the Employer’s policy that once you accrue a certain
number of unused vacation days you will stop earning additional vacation until
you reduce the number of your accrued but unused vacation days below that number.
The number of unused vacation days that you may accrue before you will stop
earning additional vacation is twenty-five (25) days.


 


6.3.                              You will be required to obtain the approval
of your manager before you may take off vacation time.


 


6.4.                              In addition to your vacation, you will be
entitled each year to take the United States public holidays. These are listed
in the Staff Handbook.


 


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7.                                      POST OFFER MEDICAL
EXAMINATION


 


7.1.                              The Employer may require as a condition
of your employment that you consent to a post offer medical examination by a
doctor of its choice once you have received an offer of employment which is
conditional only upon passing the examination. The Employer also may require
that you consent to a medical examination by a doctor of its choice if you are
absent from work due to illness. Please complete the enclosed copy of our post
offer medical questionnaire. Once you have completed the details, you should
fax a copy of this questionnaire to Dr George Kaye, fax number 011 44 207 370
4633 and return the original document in the provided pre-addressed envelope.
Please note that only Dr Kaye or his qualified medical representatives will
view this questionnaire.


 


8.                                      NOTICE PERIOD


 


8.1.                              You will be required to give the Employer a
minimum of six months’ prior notice in writing to terminate your employment.


 


8.2.                              Except in cases of dismissal for cause, the
Employer will provide you with six months’ prior notice before terminating your
employment. Notice shall be in writing. Dismissal for cause includes any
dismissal based upon your breach of any significant term of this Agreement,
your gross neglect of duty, or your significant incapacity to perform the
duties of your job.


 


8.3.                              The Employer reserves the right to pay salary
in lieu of notice or any part thereof. In addition you may elect to
take a payment in lieu of notice instead of working the notice after the
Employer has given notice.


 


8.4.                              In the case of a fundamental breach by the
Employer of any of his obligations under the terms of this contract you may elect
to terminate the contract and the terms under clause 8.2 and 8.3 shall apply.
For the avoidance of doubt the following will be considered a fundamental
breach: significant reduction in responsibility, reduction in the total
compensation structure, reduction in band and / or breach of a significant term
of this contract.


 


9.                                      CONFIDENTIALITY


 


9.1.                              During your employment, you may have
access to or become acquainted with proprietary trade secret information
belonging to the Employer, its contractors or corporate affiliates such as
information concerning its organization, business and affairs, its client
lists, supplier lists, pricing information, profit margins, referral source
lists, client presentations (actual and proposed), sales and financing
projections, budget information and procedures, computer software, techniques
of operation, employee compensation and financial structure, and future
promotion plans and strategies or any kind or nature. You agree that all such
information is highly confidential, a valuable trade secret, and the sole
property of the Employer and that your protection and preservation of the
confidentiality of that information is absolutely vital to the continued
success of the Employer. Accordingly, you agree not disclose, reveal, or
divulge to any person any such information or other trade


 


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secrets, directly or indirectly, or use them in any way, except as
required in the course of your employment under this Agreement.


 


9.2.                              Upon termination of your employment with the
Employer, or at any other time the Employer requests you to do so, you will
promptly deliver to it all material and documentation relating to the Employer,
its contractor, or corporate affiliate including all memoranda, notes, records,
reports, manuals, drawings, blueprints, employee lists, customer lists,
referral source lists, vendor service lists, software programs, and any other
documentation, whether or not of a confidential nature, belonging to the
Employer, its contractor or corporate affiliates, including all copies of such
materials which you may then possess or have under your control.


 


9.3.                              Because a breach or threatened breach of the
provisions of paragraphs 9.1 or 9.2 is likely to result in damage or loss to
the Employer which will be difficult to measure and which cannot be reasonably
or adequately compensated in damages, you agree that the Employer may seek
injunctive and other equitable relief to prevent a breach of paragraphs 9.1 and
9.2 without the necessity of posting a bond. If the Employer seeks or obtains
such equitable relief, it shall not constitute a waiver of any of its other
rights or remedies for breach of this section.


 


9.4.                              You agree that the provisions of this section shall
survive termination of your employment.


 


10.                               INTELLECTUAL PROPERTY RIGHTS


 


10.1.                        All memoranda, reports, drawings, concepts,
designs, programs, promotions, software and other materials or documents,
whether or not confidential, created or developed by you in the course of, or
otherwise arising out of your employment with the Employer (whether alone or in
conjunction with any other person), or which you may disclose to the
Employer during your employment with it shall be the sole and absolute property
of the Employer, and you agree that you will not have, and will not claim to
have, any right, title or interest of any kind or nature whatsoever in or to
such materials. You further agree to execute any and all documents required by the
Employer in order to evidence or perfect its ownership of such materials, including
Agreement Regarding Rights to Intellectual Property, attached hereto as Exhibit A,
and otherwise to comply with the Employer’s Patent Development Procedure, a
copy of which shall be provided to you.


 


10.2.                        The provisions of this section shall
survive termination of your employment.


 


11.                               DISCIPLINARY PROCEDURE AND
GRIEVANCE PROCEDURE


 


11.1.                        The Employer’s disciplinary and grievance
procedures are attached for your information in the staff handbook. However,
these procedures do not express or imply any contractual obligation by the
Employer to follow any procedure with respect to discipline; as stated in
paragraph 3.2, employment is at will.


 


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11.2.                        The Employer complies with the employment
laws of the United States and the States in which it does business and in
particular does not discriminate against any employee or applicant on the basis
of race, color, religion, gender, national origin, age, disability, or any
other status protected by law.


 


12.                               UNFAIR COMPETITIVE PRACTICES


 


12.1.                        You agree to devote your full time,
attention, skill, and efforts to the performance of duties for the Employer.
Because you are working for the Employer, you may not enter into any
employment or independent contractor relationship with any other person or
entity without the advance written consent of an authorized representative of
the Employer and you may not engage in or participate in any business that
is in competition in any manner whatsoever with the business of the Employer.


 


12.2.                        During and for a period of eighteen (18)
months after your employment with the Employer ends you will not solicit or
take away any person, entity or business that is a customer or prospective
customer of the Employer, you will not solicit, induce or influence any person
employed or engaged by the Employer to terminate his or her working
relationship with the Employer, you will not make any disparaging comments to
any third party regarding the Employer or concerning its officers, directors,
employees or agents, or concerning its services or methods of doing business,
and you will not otherwise do anything that could adversely affect any relationship
of the Employer with any current, future or prospective client, customer, supplier
or employee, or which could cause any current, future or prospective client or
customer to refrain from entrusting business or additional business to the Employer.


 


12.3.                        You agree that, where applicable, the
provisions of this section shall survive the termination of your
employment with the Employer.


 


13.                               GOVERNING LAW


 


13.1.                        This Employment Agreement will be governed by
and interpreted in accordance with relevant state law and United States federal
law.


 


14.                               RESOLUTION OF DISPUTES BY
ARBITRATION


 


14.1.                        You and the Employer agree that claims or
controversies arising out of this Agreement or arising out of your employment
shall be resolved by binding arbitration in lieu of trial by court or jury,
subject to the exceptions identified in paragraph 14.2.


 


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14.2.                        This agreement to arbitrate includes, without
limitations, all claims for employment discrimination or harassment on the
basis of any status protected by the laws of The United Kingdom, the United
States, or state law, and any claims at common law for breach of express or
implied contract, breach of the covenant of good faith and fair dealing, wrongful
discharge, promissory estoppel, retaliation, harassment, personal injury, tort,
or violation of public policy. This agreement to arbitrate is subject only to
the following exceptions:


 


•                  claims
by either party for temporary injunctive relief pending arbitration;


 


•                  administrative
claims for unemployment compensation or workers’ compensation benefits; and


 


•                  administrative
charges of discrimination brought with the Equal Employment Opportunity
Commission or a state employment agency such as the California Department of
Fair Employment and Housing.


 


14.3.                        Any dispute that is to be resolved by
arbitration under this Agreement shall be decided by impartial arbitration held
in the city or county in which the Employer’s office is located and shall be
administered by the American Arbitration Association. Costs and fees of the
arbitrator shall be borne equally by the parties or shall be allocated
otherwise as determined by the arbitrator. Otherwise, all costs, fees and expenses
incurred by each party shall be its responsibility. The arbitrator shall have authority
to issue any order or remedy that may be issued by a trial court.


 


15.          COMPLETE
AGREEMENT


 


15.1.                        This Agreement supersedes any and all other
agreements, either oral or written, between the Employer and you with respect
to your employment by the Employer.


 


15.2.                        This Agreement may not be amended,
supplemented, or modified except by a written agreement that expressly refers
to this Agreement and which is signed by an authorized representative of the
Employer and you.


 


15.3.                        In the event that any provision of this
Agreement is determined to be illegal, invalid, or void for any reason, the
remaining provisions shall continue in full force and effect.


 


15.4.                        You represent and warrant to the Employer
that there is no restriction or limitation, by reason of any agreement or
otherwise, upon your right or ability to enter into this Agreement and fulfill
the obligation under this Agreement.


 


15.5.                        You acknowledge and agree that you are not
relying on any inducement, representation, promise, or other statement not
expressly set forth herein in entering into this Agreement and accepting or
continuing employment with the Employer, including without limitation any
representative regarding the term of employment or any right to continue
employment.


 


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Finally, please sign and
return a copy of the Intellectual Property Rights Deed as mentioned in Section 10
of this contract. This offer will remain open for a period of 14 days from the
date of this letter. If it has not been accepted by then it will be deemed
withdrawn.


 


	
  Yours sincerely

  
	
  ICO GLOBAL
  COMMUNICATIONS SERVICES INC.

  
	
   

  
	
   

  
	
  /s/ Vivian Leinster

  	
   

  
	
  Vivian Leinster

  
	
  Manager, Compensation
  and Benefits

  
	
   

  
	
   

  
	
  I agree to the terms
  and conditions contained herein :

  
	
   

  
	
   

  
	
  /s/ Robert Day

  	
   

  	
  23 June 2000

  	
   

  
	
  Signed by: Robert Day

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
  I will be available to
  commence work on:

  	
    15 July 2000 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness for the
  Employee: 

  	
   

  
	
   

  	
   

  
	
  DATED : 

  	
   20 June 2000

  	
   

  	
  /s/ EUGENE D WILLIAMS

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  EUGENE WILLIAMS

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
  400 CONTINENTAL BLVD.

  6TH Fl.

  El SEGUNDO, CA 90245

  USA

  	
   

  
	
   

  	
  Address of Witness

  
											



 


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