Exhibit 10.28


 


ICO Global Communications (Holdings) Limited


2300 Carillon Point


Kirkland, WA 98033


 


Mr. Tim
Bryan


4902
South Elizabeth Circle


Cherry
Hills, Colorado 80113


 


Dear
Tim:


 


We are pleased that you have agreed to accept the positions of Chief
Executive Officer ICO Global Communications Holdings (Limited) and Chief
Executive Officer of ICO North America, Inc. (collectively, “ICO”). You
will have the rights, powers, duties and obligations as may be agreed upon
from time to time. During the course of your employment with ICO you will
devote your full business time and efforts to ICO; provided, that,
nothing herein will prevent you from (i) participating in industry, trade,
professional, charitable and community activities, (ii) serving on
corporate, civic or charitable boards or committees as mutually agreed by us
and you, and (iii) managing your personal investments and affairs, in each
case so long as such activities do not conflict with ICO’s interests or
interfere with the performance of your responsibilities to ICO. The starting
date for this position and for the purposes of this Letter Agreement shall be November 1,
2005.


 


Base
Salary and Annual Bonus


 


Your annual salary will be $550,000, less payroll taxes and required
withholding, which will be paid to you in regular intervals in accordance with
ICO’s customary payroll schedules for salaried employees, but in no event less
frequently than twice each month. ICO currently has not put in place any cash
bonus plan for you or your position, and has no present intention of putting in
place such a plan, however, you will
be considered for additional restricted stock and/or stock options in the
future if and when the Compensation Committee of ICO considers such plans
generally.


 


Stock Options


 


The Compensation Committee has approved the granting to you of an
option to purchase 2,000,000 shares of ICO Global Class A Ordinary Shares
(the “Option”), with an exercise price equal to the fair market value of the Class A
Ordinary Shares on the date of grant (the “Grant Date”), such Option to be
inclusive of any options you were to have received as a result of your
membership on the ICO Board of Directors, as approved by the ICO Board on September 30,
2005. The Option will vest in equal annual installments on each of the first,
second, third, and fourth anniversaries of the Grant Date. The Option will be
evidenced by a standard stock option agreement approved by the Committee for
the grant of other stock options under the ICO Global Stock Option Plan


 


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(the “Plan”) and will be subject to the terms and conditions of the
Plan.


 


Stock Grant


 


The Compensation Committee has approved the granting to you of 150,000
shares of ICO Global Restricted Class A Ordinary Shares (“Stock”) which
Stock will be subject to forfeiture if you are not employed by ICO, with the
risk of forfeiture terminating in equal installments on (i) the date that
such shares could be traded as a result of ICO Class A shares being
registered with the SEC under the Security Exchange Act of 1934, as amended (“Registration
Date”); (ii) the first anniversary of the Registration Date; and (iii) the
second anniversary of the Registration Date, and subject to the additional
vesting provisions if you are terminated with “Cause,” as referred to below.


 


Employee
Intellectual Property Agreement


 


As a condition of employment, you agree to execute and abide by the
terms of the ICO Employee Intellectual Property Agreement, which contains an
agreement not to compete against ICO during your employment and for a period
following the termination of your employment equal to twelve (12) months or the
duration of the “Severance Period” or “Change of Control Severance Period” as
the case may be and as defined below, whichever period is longer.


 


Termination


 


Without Cause (no Change of Control)


 


If ICO terminates your employment without Cause, as defined below,
other than in a situation involving a Change of Control, then you will be
entitled to the following:


 


•                  a
lump sum payment in an amount equal to the sum of (i) your base salary through
the date of termination, (ii) vacation time not used as of the date of termination
to the extent that such vacation time has been accrued during the calendar year
of termination, calculated based upon your base salary at the date of termination,
and (iii) business expenses reimbursable under this letter, in each case
to the extent not theretofore paid.


 


In addition, ICO will provide the following severance benefits on the
condition that you execute a separation agreement that contains a full release
of claims, in a form acceptable to ICO:


 


•                  continuation
of your base salary then in effect, payable in accordance with the normal
payroll practices of ICO in effect on the date of termination, for a period of
six (6) months (“Severance Period”); and


 


•                  continued
vesting of all options granted to you under the Plan and all restricted shares
through the Severance Period; provided, however, this provision does not
supersede any Change of Control provisions for accelerated vesting of stock
options under the Plan.


 


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Without Cause After a Change in Control


 


If ICO experiences a “Change in Control” as that term is defined in the
Plan and your employment is terminated without Cause within 6 months after the
Change of Control, then you will be entitled to the following Change of Control
severance benefits on the condition that you execute a separation agreement
that contains a full release of claims, in a form acceptable to ICO:


 


•                  continuation
of your base salary then in effect, payable in accordance with the normal
payroll practices of ICO in effect on the date of termination, for a period of
twenty four (24) months after the date of termination if such termination
occurs during November 2005; such severance period will reduce by I month
for every month subsequent to November 2005 until April 2007; and for
any period during or after May 2007, the severance period shall be six (6) months
(“Change of Control Severance Period.”)


 


For Cause


 


ICO may terminate your employment for Cause at any time upon
written notice of such termination to you setting forth in reasonable detail
the nature of such Cause. If ICO terminates your employment for Cause, or you
resign, then you will be entitled to a lump sum in an amount equal to the sum
of (i) your base salary through the date of termination, (ii) vacation
time not used as of the date of termination to the extent that such vacation
time has been accrued during the calendar year of termination, calculated based
upon your base salary at the date of termination, and (iii) business
expenses reimbursable under this letter, in each case to the extent not
theretofore paid. In addition, upon termination of your employment by ICO for
Cause, the Option granted to you, notwithstanding any prior vesting, will
immediately terminate.


 


Definition of “Cause”


 


Solely for purposes of this letter, “Cause” will be deemed to have
occurred upon the happening of any of the following: (i) any breach by you
of any of the provisions of the ICO Employee Intellectual Property Agreement, (ii) your
having been charged with a felony under the laws of the United States or any
state thereof (other than a traffic violation), (iii) your act of fraud,
theft, embezzlement, other material act of dishonesty or any material breach of
fiduciary duty owed to ICO, (iv) your willful failure to perform, or gross
neglect in the performance of, your lawful duties and responsibilities to ICO
(other than as a result of “Disability” as defined below), and (v) your
agreement to settle any charges brought against you by the Securities and
Exchange Commission with respect to any act or omission by you, which charges
involve an allegation of fraud or, in the good faith opinion of the Board,
would reasonably likely to have resulted in a conviction had the matter
proceeded.


 


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Definition of “Disability”


 


For purposes of this Agreement, “Disability” will mean a medically
diagnosed physical or mental impairment that that renders Executive incapable
of performing the duties required under this Agreement for a period of time
that is reasonably expected to exceed 8 weeks. ICO, acting in good faith, will
make the final determination of whether Executive has a Disability and, for
purposes of making such determination, may require Executive to submit
himself to a physical examination by a physician mutually-agreed upon by the
Executive and ICO.


 


Benefits:
Vacation; Expenses: Relocation


 


You will have the right to participate in and to receive benefits from
all present and future life, accident, disability, medical, pension and savings
plans and all similar benefits made available generally to executives of ICO.
The amount and extent of benefits to which you are entitled will be governed by
the specific benefit plan, as it may be amended from time to time.


 


You will be entitled to four weeks of paid vacation per year or such
longer period as may be provided by ICO. Such vacation will be taken at
such times and intervals as will be determined by you, subject to the
reasonable business needs of ICO. You will not be entitled to defer more than
two weeks’ vacation time not taken to a later calendar year.


 


ICO will pay or reimburse you promptly for all reasonable expenses and
other disbursements incurred or paid by you in the performance of your duties
and responsibilities to ICO, including those incurred or paid in connection
with business related travel, telecommunications and entertainment, subject to
reasonable substantiation by you in accordance with ICO’s policies.


 


Furthermore, ICO will reimburse you for the following categories of
expenses incurred in connection with your relocation to Reston, Virginia,
provided that such expenses are both reasonable and mutually agreed to in
advance of being incurred: (i) round-trip coach airfare for two trips for
you and your family to travel to/from Reston to locate suitable housing and
schools; (ii) temporary living expenses in Reston for you and your family
for a period of no longer than 4 months; (iii) costs to sell your primary
residence in Colorado, including but not limited to brokerage fees and
commissions, attorney fees, or recordation or other costs OR if you choose to
not sell your primary residence in Colorado, any costs to acquire and then
ultimately sell your new primary residence in Reston including but not limited
to brokerage fees and commissions, attorney fees, or recordation or other
costs; (iv) the cost to move and ship any household goods and automobiles
to Reston, upon presentation of estimates from multiple moving companies if
requested by ICO; (v) a tax gross up if necessary under IRS regulations if
the reimbursement of moving expenses is reported as income to you.


 


Arbitration
of Claims


 


You hereby acknowledge and agree that, except as provided below, all
disputes concerning your employment with ICO, the termination thereof, the
breach by either


 


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party of the terms of this letter or any other matters relating to or
arising from your employment with ICO will be resolved in binding arbitration
in a proceeding in Seattle, Washington, administered by and under the rules and
regulations of National Rules for the Resolution of Employment Disputes of
the American Arbitration Association. This means that the parties agree to
waive their rights to have such disputes or claims decided in court by a jury.
Instead, such disputes or claims will be resolved by an impartial AAA
arbitrator. Both parties and the arbitrator will treat the arbitration process
and the activities that occur in the proceedings as confidential.


 


The arbitration procedure will afford Executive and ICO the full range
of statutory remedies. Executive and Employer will be entitled to discovery sufficient
to adequately arbitrate their claims, including access to essential documents
and witnesses, as determined by the arbitrator and subject to limited judicial
review. In order for any judicial review of the arbitrator’s decision to be
successfully accomplished, the arbitrator will issue a written decision that
will decide all issues submitted and will reveal the essential findings and
conclusions on which the award is based. The party that is not the
substantially prevailing party, which determination shall be made by the
arbitrator in the event of ambiguity, shall be responsible for paying for the
arbitration filing fee and the arbitrator’s fees.


 


Nothing contained in this section will limit ICO’s right to seek
equitable relief in any court of competent jurisdiction in respect of the
matters set forth in the “ICO Employee Intellectual Property Agreement.”


 


Employment
At Will


 


By signing this letter, you understand and agree that your employment
with ICO is at-will. Therefore, your employment can terminate, with or without
Cause, and with or without notice, at any time, at your option or ICO’s option,
and ICO can terminate or change all other terms and conditions of your
employment, with or without Cause, and with or without notice, at any time, in
all cases subject to the other terms and conditions of this letter. This
at-will relationship will remain in effect throughout your employment with ICO
or any of its subsidiaries or affiliates. The at-will nature of your
employment, as set forth in this paragraph, can be modified only by a written
agreement signed by both ICO’s Chairman of the Board of Directors and you which
expressly alters it. This at-will relationship may not be modified by any
oral or implied agreement, or by any policies of ICO, practices or patterns of
conduct.


 


Entire
Agreement


 


This letter, any stock option agreement between you and ICO, and the
ICO Employee Intellectual Property Agreement constitute the entire agreement,
arrangement and understanding between you and ICO on the nature and terms of
your employment with ICO. This letter supersedes any prior or contemporaneous
agreement, arrangement or understanding on this subject matter, except, subject
to the third succeeding sentence, for any stock option agreement between you
and ICO. By executing this letter as provided below, you expressly acknowledge
the termination of any such prior agreement,


 


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arrangement
or understanding. Also, by your execution of this letter, you affirm that no
one has made any written or verbal statement that contradicts the provisions of
this letter. In the event of any inconsistency between the terms contained in
this letter and the terms contained in any stock option agreement between you
and ICO, the terms contained in this letter will control, such that the
provisions regarding vesting or termination contained in your stock option
agreements will be superseded by the provisions of this letter to the extent of
any conflict In addition, the noncompetition and other covenants contained in
the ICO Employee Intellectual Property Agreement will also supersede the
provisions of any other similar covenant contained in your stock option
agreement to the extent of any conflict.


 


We hope that you will accept this offer and look forward to working
with you.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  ICO
  Global Communications (Holdings)

  Limited

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Craig McCaw

  	
   

  
	
   

  	
  Name:
   Craig McCaw

  
	
   

  	
  Title:
   Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  of Acceptance:

  	
   

  
	
  /s/
  Tim Bryan

  	
   

  	
   

  
	
  Tim
  Bryan

  	
   

  
					



 


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