Exhibit 10.33


 


SERVICES AGREEMENT AMENDMENT 4


 


Whereas ICO Global Communications (Holdings) Limited, a Delaware
company (“Company”), and Dennis Schmitt, an individual (“Director”), previously
entered into a services agreement with an effective date of January 6, 2003.
Such parties agree to extend such agreement for the period commencing January
1, 2006 and ending December 31, 2006.


 


 


	
  Company

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Tim Bryan

  	
   

  	
  By:

  	
  /s/ Dennis Schmitt

  	
   

  
	
  Name:

  	
  Tim Bryan

  	
   

  	
  Name:

  	
   Dennis
  Schmitt

  	
   

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  	
  Title:

  	
   Sr. Vice
  President, Finance

  
	
  Address:

  	
  11700 Plaza America Drive, Suite 1010

  Reston, Virginia 20190, USA

  	
  Address:

  	
  22532 NE 98th Place

  Redmond, WA 98053

  
																	



 

















 


SERVICES AGREEMENT


 


This Services Agreement (this “Agreement”) is made and entered into
between Dennis Schmitt (“DIRECTOR”) and ICO Global Communications (Holdings)
Ltd, a Delaware corporation (“COMPANY”), effective as of January 6, 2003.


 


In consideration of the covenants and conditions set forth, COMPANY and
DIRECTOR agree as follows:


 


1.                                      ENGAGEMENT OF SERVICES


 


(a) Pursuant to the provisions of this Agreement, COMPANY hereby
retains DIRECTOR to perform services (the “Services”) as described in Exhibit A
hereto. DIRECTOR shall perform the Services at such place or places and at
such time or times as shall be mutually agreeable to COMPANY and DIRECTOR.
DIRECTOR agrees to be available to perform the Services under this
Agreement.


 


2.                                      COMPENSATION


 


(a)                                  As full and complete compensation for
DIRECTOR’S services and for the discharge of all of DIRECTOR’S other
obligations hereunder, COMPANY shall pay DIRECTOR an initial lump-sum fee of
US$10,000, plus a fee of US$500 per month. Such monthly fee shall be treated as
salary for payroll purposes so long as this Agreement remains in effect.


 


(b)                                 In addition to such compensation, COMPANY
will reimburse DIRECTOR for reasonable travel and other out-of-pocket costs
reasonably incurred by DIRECTOR in the course of performing the Services; provided, however, that COMPANY shall not
be obligated hereunder unless (i) COMPANY has expressly requested DIRECTOR
to travel or to incur such costs, and (ii) DIRECTOR provides COMPANY with
appropriate receipts or other relevant documentation for all such costs as part of
any submission for reimbursement.


 


3.                                      DIRECTOR WARRANTIES AND
COVENANTS


 


(a) The U.S. Foreign Corrupt Practices Act (“FCPA”) generally
prohibits U.S. companies, their officers, directors, employees, stockholders,
agents, Directors and certain others from paying bribes (or providing anything
of value) to foreign government officials, public international organization
officials or foreign political party officials (or candidates for such offices)
in order to obtain or retain business or to gain any improper advantage.
Accordingly, during the entire term of this Agreement, DIRECTOR agrees not to
offer, give or promise to give anything of value to foreign government
officials, public international organization officials or foreign political
party officials (or candidates for such offices), directly or indirectly, for
the purposes of influencing official acts and decisions (including failures to
act and to decide) in order to assist COMPANY or any COMPANY affiliate in
obtaining or retaining business or gaining any improper advantage. Further,
DIRECTOR agrees to comply with all anti-bribery laws of any country with which
DIRECTOR does business on behalf of or in any way connected to COMPANY.
Finally, COMPANY will have the right to audit DIRECTOR’S expenses and invoices
when a reasonable question has been raised as to whether there has been a
violation of the FCPA or any other applicable anti-bribery laws.


 

















 


(b) During the term of this Agreement, DIRECTOR represents and
warrants that it will not perform services for others in a manner that
creates a conflict of interest with respect to the Services to be performed for
COMPANY pursuant to this Agreement. If at any time, any potential conflict of
interest arises, DIRECTOR shall immediately notify the COMPANY Contact of the
potential conflict in writing.


 


4.                                      TERM AND TERMINATION


 


Unless previously terminated as set forth below, this Agreement shall
terminate on December 31, 2003, provided,
however, that COMPANY and DIRECTOR may, by mutual agreement in
writing, extend the term of this Agreement beyond such date.


 


This Agreement may be terminated:


 


(a)                                  By either COMPANY or DIRECTOR, upon ten (10) days
written notice, provided that this Section 4(a) shall apply only to a
complete termination of the Agreement. Any COMPANY requests for termination of
only a portion of the Services shall be presented to DIRECTOR and negotiated as
amendments to this Agreement pursuant to Section 8 (Complete Understanding,
Modification).


 


(b)                                 By either COMPANY or DIRECTOR, upon a breach
of any of the material covenants contained herein by the other party if such
breach continues uncured for a period of ten (10) days after written
notice of such breach;


 


(c)                                  By mutual agreement; or,


 


(d)                                 By COMPANY, immediately, upon any breach of
Sections 3(a) or 3(b) of this Agreement.


 


5.                                      EFFECT OF TERMINATION


 


Upon the termination for any reason of this Agreement (including
expiration), each party shall be released from all obligations and liabilities
to the other occurring or arising after the date of such termination, except
that any termination of this Agreement shall not relieve DIRECTOR of its
obligations under 3 (Director Warranties and Covenants), 7 (Governing Law;
Severability; Attorneys Fees), this Section 5 (Effect of Termination) and any other provision that may reasonably
be interpreted to survive termination, nor shall any such termination relieve
DIRECTOR or COMPANY from any liability arising from any breach of this
Agreement. DIRECTOR will immediately cease performing the Services on the
earlier of (i) the date specified in any notice of termination of this
Agreement, and (ii) the date of expiration of this Agreement (the “Termination
Date”).


 


Under no circumstances will COMPANY be required to compensate DIRECTOR
with respect to any activities performed by DIRECTOR that violated any applicable
laws or that materially breached a material provision of this Agreement,
including any breach of Section 3.


 


2

















 


6.                                      ASSIGNMENT


 


The rights and liabilities of the parties hereto shall bind and inure
to the benefit of their respective successors, assigns, heirs, executors and
administrators, as the case may be; provided that, as COMPANY has
specifically contracted for DIRECTOR’S services, DIRECTOR may not assign
or delegate his obligations under this Agreement either in whole or in part without
the prior written consent of COMPANY.


 


7.                                      GOVERNING LAW; SEVERABILITY;
ATTORNEYS’ FEES


 


The Parties shall negotiate in good faith to resolve any dispute with
respect to the interpretation or validity of, or arising from, this Agreement.
If the Parties cannot resolve such dispute within sixty (60) days after
commencing such negotiation, either Party may, on written notice to the other,
refer such dispute to final and binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association to
take place in Seattle, Washington. A single neutral arbitrator shall decide all
claims subject to these arbitration procedures. DIRECTOR consents to the
exclusive jurisdiction of the state and federal courts located in Seattle,
Washington for purposes of any such equitable proceeding. If the Parties are
seeking equitable relief in such manner, the dispute shall not be resolved by
the binding arbitration procedure described above.


 


This Agreement shall be governed by and .construed according to the
laws of the State of Washington (without regard to any conflicts of laws
principles). If an arbitrator or court of competent jurisdiction finds any
provision of this Agreement to be unenforceable, that provision shall be
severed and the remainder of this Agreement shall continue in full force and
effect. In any action or suit to enforce any right or remedy under this
Agreement or to interpret any provision of this Agreement, the prevailing party
shall be entitled to recover its costs, including reasonable attorneys’ fees.


 


8.                                      COMPLETE UNDERSTANDING;
MODIFICATION


 


This Agreement, and all other documents mentioned herein, constitute
the final, exclusive and complete understanding and agreement of the parties
hereto and supersedes all prior understandings and agreements between DIRECTOR
and COMPANY with respect to the subject matter herein. Any waiver, modification
or amendment of any provision of this Agreement, including any additions,
modifications or other changes to the Services as described in Exhibit A,
Description of Services, shall be effective only if in writing and signed by
the parties hereto.


 


9.                                      NOTICES


 


Any notices required or permitted hereunder shall be given to the
appropriate party at the address or facsimile number specified below or at such
other address or facsimile number as the party shall specify in writing. Such
notice shall be deemed given when first received by any of the following
methods (a) upon personal delivery, (b) overnight delivery service, (c) by
deposit in the United States mail, certified and return receipt requested,
postage prepaid or (d) by confirmed facsimile transmission with a copy
also sent by overnight delivery or by mail as provided above.


 


3

















 


EXHIBIT A


 


Description of Services


 


1.                                       Upon request by Company, and upon appointment
by the applicable shareholders or Board of Directors, to serve as a member of
the Board of Directors or as an officer of any direct or indirect subsidiary or
affiliate of Company (“Subsidiaries”).


 


2.                                       After appointment as a Director, to attend
(in person, by telephone, or by written consent as applicable) all Board of
Director meetings, as may be held by all applicable Subsidiaries.


 


3.                                       To perform such duties as may be
required to fulfill the requirements of any position held as a Director or as
an officer in the applicable Subsidiaries.


 


4.                                       To exercise appropriate fiduciary judgment
and to act in the best interests of the relevant Subsidiary in performing the
duties required relating to any position held.


 

















 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date written above.


 


 


	
  COMPANY

  	
  DIRECTOR

  
	
   

  	
   

  
	
  By:

  	
  /s/ Craig N Jorgens 

  	
   

  	
  By:
  

  	
  /s/ Dennis Schmitt

  	
   

  
	
  Name: 

  	
  Craig Jorgens

  	
  Name:

  	
  Dennis
  Schmitt 

  
	
  Title: 

  	
  President

  	
  Title: 

  	
  Controller

  
	
  Address: 

  	
  4 Orinda Way, Ste. 240
  B

  Orinda, CA 94563

  	
  Address: 

  	
  22532
  NE 98th Place

  Redmond, WA 98053

  
	
   

  	
   

  
	
  Attn:

  	
  Legal
  Department

  	
  Telephone:
  

  	
  425-828-8015

  
	
  Telephone:
  

  	
  925-253-4914

  	
  Facsimile:
  

  	
  425-828-8060

  
	
  Facsimile:
  

  	
  925-253-0918

  	
   

  
												



 


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