Exhibit 10.29


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT AGREEMENT
(“Agreement”) is made
and entered into as of the 1st day of June 2002, by and between ICO SATELLITE SERVICES GP (“ICO”) and David Bagley (“Executive”).


 


RECITALS


 


A.                                          ICO desires to hire Executive as Vice
President of Global Corporate Development on the terms described in this
Agreement;


 


B.                                            Executive desires to accept this position on
the terms described in this Agreement.


 


AGREEMENT


 


In consideration of the
above Recitals and the provisions of this Agreement, ICO and Executive agree as
follows:


 


I. DUTIES


 


1.1                                     Title and Responsibilities.
Executive shall serve as
Vice President of Global Corporate Development of ICO, with the
responsibilities and duties typical of that position, as well as such other
responsibilities and duties as may be assigned to him from time to time by
ICO. Executive shall report to the President of ICO Global Communications
(Holdings) Limited (“Holdings”). Executive shall devote his reasonable best
efforts and full business time to the business and interests of ICO. Executive
shall perform his duties and responsibilities at such location from time
to time as is mutually agreed by Executive and the President of Holdings.


 


1.2                                     Company Policies. Executive agrees to perform his job
consistent with all Company policies and ethical business practices.


 


II. TERM


 


2.                                          Term. Executive’s employment will commence on June 1,
2002 and continue until terminated as permitted by the terms of this Agreement.


 


III.
COMPENSATION


 


3.1                                    Base Salary. Executive shall be paid a base salary (“Base
Salary”) of Two Hundred Thirty Thousand Dollars ($230,000.00) per year, payable
in monthly installments according to ICO’s usual payroll practices and subject
to all requisite payroll deductions.


 


3.2                                    Bonus. Upon recommendation of the President of
Holdings and approval by Holding’s Compensation Committee, ICO, in its sole
discretion, may award an annual bonus to Executive. The target for this
annual discretionary bonus is thirty percent (30%) of Executive’s Base Salary
for the applicable calendar year, but it may be higher or lower depending
upon the performance of Holdings, its subsidiaries and Executive. If a bonus is
awarded, it will be paid by March 31 of the year following the calendar year
for which the bonus is earned. If Executive’s


 


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employment
is terminated for any reason other than for Cause (as described in Section 4.2),
the discretionary bonus shall be adjusted to reflect the aggregate Base Salary
paid to Executive for the portion of the year that Executive was employed under
this Agreement and such discretionary bonus, if any, shall be paid within
thirty (30) days following the date of termination. If Executive is terminated
for Cause (as described in Section 4.2), he will be ineligible for a
bonus.


 


3.3                                       Other Benefits.


 


(i)                                   Executive shall be entitled to three weeks
(i.e., 15 business days) of paid vacation during each one-year period he is
employed under this Agreement. Any unused accrued paid vacation days not taken
during the year will expire as set forth in the Company’s Staff Handbook.
Executive shall schedule his vacations with due consideration for ICO’s
business needs. Upon termination of Executive’s employment, ICO will pay Executive
for any unused paid vacation, reduced pro rata for any partial year of service.


 


(ii)                                 Executive shall be entitled to the other
employee benefits generally available to the full-time salaried employees of
ICO to the extent and on the same terms generally available to ICO’s full-time
salaried employees.


 


(iii)                              ICO shall pay or reimburse Executive for all
travel and entertainment expenses incurred by Executive in connection with his
duties on behalf of ICO, subject to proper documentation and the reasonable
approval of ICO.


 


IV.
TERMINATION OF EMPLOYMENT


 


4.1                                     By Executive or ICO. Either Executive or ICO may terminate
Executive’s employment for any or no reason upon thirty (30) days’ written
notice. In lieu of notice or upon receipt of Executive’s notice of resignation,
ICO may elect to terminate Executive’s employment immediately and, in such
case, shall pay Executive one month’s Base Salary in addition to any Base
Salary earned by Executive prior to his termination and any accrued but unused
paid vacation time, and Executive shall continue to be entitled to the benefits
set forth in Section 3.3 during such thirty (30) day period. Upon such
termination, Executive shall not be entitled to any other compensation except
as set forth in this Section 4.1 and Section 3.2.


 


4.2                                     By ICO “for Cause “. ICO may terminate Executive’s employment
immediately and without advance notice for Cause. As used herein, “Cause”
means: (a) a material breach of the provisions of this Agreement by the
Executive; (b) personal or professional conduct of Executive, which, in
the reasonable and good faith judgment of ICO, injures or tends to injure the
reputation of ICO or otherwise adversely affects the business interests of ICO.
Such conduct may include, but is not limited to, dishonesty, chronic or
excessive absenteeism, substance abuse, or arrest or indictment for or
conviction of a felony or misdemeanor; (c) material breach by Executive of
any statutory, common law or other duty or obligation to ICO, including Executive’s
duty of loyalty or confidentiality to ICO; or (d) conduct which
constitutes willful, wanton or grossly negligent malperformance of Executive’s
duties. If Executive’s employment is terminated for Cause, ICO shall have no
obligation to pay Executive any further compensation, including unpaid bonuses
or benefits of any kind, except Base Salary earned by


 


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Executive,
accrued but unused paid vacation time and expenses for which Executive is
entitled to reimbursement consistent with ICO policies, prior to his
termination.


 


V.
RESTRICTIVE COVENANT


 


5.1                                      Confidential Information. During his employment by ICO and thereafter, Executive
will not use or disclose any Confidential Information, except to the extent use
or disclosure of the Confidential Information is necessary to the performance
of his duties for ICO or except as required to be disclosed by law or court
order following consultation with ICO. The obligations set forth in this Section 5.1
shall expire on the third anniversary of the termination of Executive’s
employment with ICO or any of its affiliates. As used in this Agreement, “Confidential
Information” shall mean any information relating to the business or affairs of
Holdings, ICO and other direct and indirect subsidiaries of Holdings, including
but not limited to information relating to ICO’s marketing and business plans,
strategy, finances, customer identities, potential customers, employees,
research, programs, trade secrets, proprietary information or other information
that ICO makes reasonable efforts to maintain as confidential. “Confidential
Information” shall not include any information that is in the public domain
through no fault of Executive or which Executive learns from a third party who
is not subject to an obligation of confidentiality.


 


5.2                                      Remedies. In the event of Executive’s actual or
threatened breach of his confidentiality obligation, ICO shall be entitled to
immediate temporary injunctive and other equitable relief, without bond and
without the necessity of showing actual monetary damages, subject to hearing as
soon thereafter as possible. Nothing contained herein shall be construed as prohibiting
ICO from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of any damages that it is able to
prove.


 


5.3                                      Attorneys’ Fees and Costs. The prevailing party in any proceeding to
enforce Executive’s confidentiality obligation, or any appeal therefrom, shall
be entitled to recover its reasonable attorneys’ fees and costs, including all
costs associated with depositions and expert witnesses, from the nonprevailing
party.


 


VI. GENERAL
PROVISIONS


 


6.1                                   Dispute Resolution. Any action to enforce, interpret, construe or
otherwise arising out of or in connection with this Agreement or Executive’s
employment relationship with ICO must be brought in the state or federal courts
located in Seattle, Washington, except for claims the law requires to be filed
with an administrative agency. Executive and ICO agree to subject themselves to
the jurisdiction of such courts.


 


6.2                                   Entire Agreement. Except where this Agreement specifically
references and incorporates other agreements documents or policies, this
Agreement contains the entire agreement and understanding of the parties with
respect to Executive’s employment by ICO and the compensation payable to
Executive by ICO and supersedes all prior understandings, agreements and
discussions. This Agreement may only be amended or modified by a written instrument
executed by Executive and ICO.


 


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6.3                                       Notices. Any notice required or permitted under this
Agreement shall be in writing and shall be delivered personally, or sent by
certified or registered mail, postage prepaid, return receipt requested. Any
such notice shall be considered given when delivered personally, or if mailed,
three (3) days after the date of deposit in the United States mail
addressed to the party at the last known address of the party. The initial
address for notices shall be set forth below.


 


6.4                                       Non-Waiver. Failure to enforce at any time any of the
provisions of this Agreement shall not be interpreted to be a waiver of such
provisions or to affect either the validity of this Agreement or the right of
either party thereafter to enforce each and every provision of this Agreement.


 


6.5                                       Separability. If one or more provisions of this Agreement
is finally determined to be invalid or unenforceable, such provision will not
affect or impair the other provisions of this Agreement, all of which will
continue to be in effect and will be enforceable, provided, however, that any
such invalid provisions shall, to the extent possible, be reformed so as to
implement insofar as practicable the intentions of the parties.


 


6.6                                       Law. This Agreement shall be interpreted in
accordance with the laws of the State of Washington.


 


	
  ICO SATELLITE SERVICES GP

  	
  EXECUTIVE

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  ICO
  Satellite Services Limited

  	
   

  	
   

  
	
   

  	
  Its:
  General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Its:
  Director

  	
  David
  Bagley

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Address:

  	
  281
  Draeger Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Moraga,
  California 94556

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


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