Exhibit 10.15








Exhibit 10.15




March 22, 2010




John Oechsle

3208 Running Deer Drive

Castle Rock, CO 80109




Dear John:



On behalf of DigitalGlobe, Inc. (“DigitalGlobe” or the “Company”), I am pleased to confirm our
offer of employment for the position of Executive Vice President, Product & Strategy. The terms of
this offer are summarized below:



Position: You are being hired as a regular, full time employee initially based out of the
Company’s Longmont office, with availability to travel to other Company offices and client
locations as necessary. You will report to Jill Smith, Chief Executive Officer, or such other
person(s) as the Company may designate and will perform such duties as the Company may from time to
time specify.



You agree to devote substantially all of your business time, energy, attention and skill to the
services of the Company and to the promotion of its interests. So long as you are employed by the
Company, you agree that you will not, without the advance written consent of the Company’s Board of
Directors (the “Board”):




	(a)	 	engage in any other activity for compensation, profit or other pecuniary advantage, whether
received during or after your employment with the Company; render or perform services of a
business, professional, or commercial nature other than to or for the Company, either alone or
as an employee, consultant, director, officer, or partner of another business entity, whether
or not for compensation, and whether or not such activity, occupation or endeavor or
investment is similar to, competitive with, or adverse to the business (actual or potential)
or welfare of the Company; or






	(b)	 	invest in or become a shareholder of another corporation or other entity; provided that your
investment solely as a shareholder in another corporation shall not be prohibited so long as
such investment is not in excess of one percent (1%) of any class of shares that are traded on
a national securities exchange, if such activity is not in conflict with your ability to
properly serve the Company.





Compensation:




Base Salary: Your starting semi-monthly gross base salary will be $12,083.33, which is
equivalent to $290,000 on an annualized basis. Your salary is subject to adjustment from time to
time in accordance with the Company’s compensation policies.


 


 









 





The Company may, in its sole discretion, adjust your base salary from time to time based upon
your performance, the financial condition of the Company, prevailing industry salary levels and
such other factors as the Board determines appropriate.



Bonus: You will be eligible to participate in the DigitalGlobe 2010 Success Sharing Plan
(“Bonus Plan”), subject to approval by the Board of such Plan, at a target rate of 60% of base
earnings for 2010 (the “Plan Bonus”), which shall, per the Bonus Plan terms, be prorated based on
the portion of 2010 during which you are employed. The Plan Bonus (if any) will be payable after
2010 year-end results have been calculated in accordance with the terms and conditions of the Plan,
but in no event later than March 15, 2011. The Bonus Plan also makes you eligible for a
discretionary long-term incentive award (“LTI Award”) in the form of certain equity-based
compensation.



Benefits: You will be eligible to participate in such DigitalGlobe employee compensation
and benefit plans and policies, including plans and policies relating to incentives, stock options,
health, life, disability and 401(k), that the Company may make available generally to its
employees, subject to the terms and conditions of any such plans and policies as they may exist
from time to time. DigitalGlobe reserves the right in its discretion to alter, suspend, amend, or
discontinue any and all of its employee compensation and benefit plans, policies, programs and
procedures (including without limitation its plans and policies relating to sales commissions,
incentives, stock options, health, life, disability and 401(k)), in whole or in part, at any time
with or without notice.



Initial Stock Option Grant: Subject to approval by the Board or the committee (the
Committee”) appointed by the Board to administer DigitalGlobe’s 2007 Employee Stock Option Plan
(the “Option Plan”), you will receive an initial option grant to acquire DigitalGlobe common stock
in an amount equal to $750,000 (the “Initial Option Grant”). The specific number of options that
are to be granted will be determined based on the value of the option on the effective date of the
grant under the Black-Scholes option valuation methodology or another option valuation methodology
selected by the Committee in its discretion. The effective date of the grant will be the later of
the date of approval by the Board or the Committee or the date on which your employment with
DigitalGlobe commences. The option strike price will be equal to the fair market value of the
shares of DigitalGlobe common stock at the time of grant, as determined by the Board or the
Committee. The Initial Option Grant will be subject to the terms and conditions of the Option Plan
and related grant documents. Twenty-five percent (25%) of the Initial Option Grant shall be
eligible to vest on the first annual anniversary of the grant date of the award, and 1/36 of the
remainder of the Initial Option Grant shall be eligible to vest as of each of the thirty-six
one-month anniversaries thereafter (e.g., the 15th day of each successive month if the
initial grant was made on the 15th day of the month). Unless otherwise stated in the
Option Plan or grant documentation, you must be actively employed on a given vesting date in order
to be eligible for the Initial Option Grant (or any applicable portion thereof) to vest, and any
unvested Initial Option Grant (or portion thereof) as of your separation from employment shall be
null and void. Other terms and conditions of the Initial Option Grant, including without limitation
any provisions for accelerated vesting (if any) upon



 


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certain instances of separation from employment or other circumstances, shall be set forth in the
Option Plan and/or the related grant documents.



Relocation: As part of our offer, DigitalGlobe will pay you $20,000 in relocation
assistance for your use in defraying any and all costs and expenses arising out of or related to
your relocation. This relocation payment constitutes the maximum amount that DigitalGlobe will pay
under any circumstances for your relocation-related expenses, and any relocation-related expenses
that exceed this relocation payment will be solely your responsibility and will not be reimbursed
or otherwise paid by DigitalGlobe. Without limiting the generality of the foregoing, this
relocation payment is intended to include expenses such as:




	•	 	Costs incident to the sale or lease of your old residence
	 
	•	 	Transportation and storage of household goods and effects
	 
	•	 	En route transportation expenses
	 
	•	 	Cost of temporary living expenses
	 
	•	 	Costs incident to the purchase or lease of a new residence
	 
	•	 	Pre-move house hunting trips





If your employment terminates for any reason before the one-year anniversary of the commencement of
your employment with DigitalGlobe, you will be required to promptly repay a pro-rated share of this
relocation payment to DigitalGlobe in an amount equal to one-twelfth (1/12th) of the foregoing
total relocation amount multiplied by the difference between twelve (12) and the total number of
completed calendar months that you were employed by DigitalGlobe.



As required by the Internal Revenue Code, this payment will be included in your taxable income for
the year and, as such, all applicable federal and state income taxes and FICA will be withheld from
your payment. You may be able to claim an income tax deduction for certain qualified moving
expenses by completing Form 3903, Moving Expenses, and filing with your Form 1040. Please consult
with your tax advisor to determine the deductibility of your moving expenses.



Severance: You will be required as a condition of your employment to sign the Company’s
Severance Protection Agreement, which sets forth your eligibility for severance in the event of
your separation from employment with the Company in certain circumstances and includes, without
limitation, certain non-competition obligations. A copy of the Severance Protection Agreement is
enclosed for you to review while you consider our offer. You will be required to sign and return
that agreement upon your acceptance of this offer. Please keep a copy of that agreement for your
reference.



Paid Time Off (PTO): In accordance with DigitalGlobe’s PTO policy, you will be eligible to
accrue up to 4 weeks of PTO per year.




 


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Start Date: As we discussed, we anticipate that you will start work on April 15, 2010.
Please report to our Longmont office, and the receptionist will direct you to your new-hire
orientation.



On your first day, please bring with you the documentation explained in the “List of Documents to
Establish Employment Eligibility” enclosed. Also, because federal law requires you to demonstrate
that either you are a United States citizen or are authorized to work in the United States, please
bring with you evidence of your United States citizenship or authorization to work in the United
States. (Documents typically used for these purposes are a United States passport or a social
security card and driver’s license.) Additionally, if you have a checking account and would like to
enroll in our payroll direct deposit program, please bring a voided check or deposit slip with you.




Non-Competition and Confidentiality: Your employment pursuant to this offer is contingent
upon your execution of the Company’s Employee Proprietary Information, Invention and
Non-Competition Agreement that includes, without limitation, certain non-competition obligations. A
copy of the Employee Proprietary Information, Invention and Non-Competition Agreement is enclosed
as Exhibit B to the Severance Protection Agreement for you to review while you consider our offer.
You will be required to sign and return that agreement upon your acceptance of this offer. Please
keep a copy of that agreement for your reference.



We also are extending this offer to you on the condition that you not use or disclose to
DigitalGlobe any confidential information of anyone for whom you previously worked, and with the
understanding that your DigitalGlobe employment will not violate or be restricted by any
non-competition or other agreement with anyone else. If this is not the case, please inform us
immediately.



Background Checks and Policies: This offer is contingent upon verification (which may be
after your starting date) of any information you provided to us during your overall application and
interview process with the Company. In addition, DigitalGlobe may, at its discretion, make
continued employment subject to completion of background checks, reference checks and criminal
record checks to the satisfaction of DigitalGlobe. You also are required as a condition of your
employment to abide by DigitalGlobe’s policies and procedures (as in effect or amended) throughout
your tenure with the Company.



Employment At Will: Please note that if you accept this offer, your employment with
DigitalGlobe at all times will be “at will.” This means that either you or DigitalGlobe may end
your employment at any time for any or no reason. If your employment terminates for any or no
reason, you will not be entitled to any additional compensation (except as otherwise provided in
the Severance Protection Agreement).



Mediation: DigitalGlobe promotes a system of alternative dispute resolution, which involves
mediation to resolve all disputes that may arise out of the employment relationship. Because of the
mutual benefits that private mediation can provide both you and the Company (e.g., reduced expense,
increase efficiency), you agree that any claim, dispute and/or controversy



 


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between you and the Company arising out of or relating to your employment with the Company or the
termination thereof (other than for breach of the Employee Proprietary Information, Invention and
Non-Competition Agreement) shall be submitted to and administered by JAMS under its mediation
rules, before resorting to litigation or some other dispute resolution procedure. If you would like
additional information regarding mediation, please contact me.



Withholding and Deductions; IRS Code Section 409A: All compensation and benefits payable
to you will be reduced by required and authorized withholding and deductions. To the extent that
the requirements of Section 409A of the Internal Revenue Code are applicable to the compensation
and benefits payable to you, it is intended that such requirements will be met, and this offer
shall be interpreted and construed consistent with that intent.




This offer supersedes all prior offers, negotiations and understandings, both verbal and written.
You and the Company acknowledge and agree that neither the Company nor any of its representatives
or any other person has made any promise, representation or warranty, express or implied, not set
forth in this letter, and that you are not relying on any alleged assurances, representations,
promises, statements, warranties or information by or from the Company or any of its
representatives except as specifically and expressly set forth in this letter.




We would be delighted if you would join the DigitalGlobe team. To indicate your acceptance of our
offer of employment, please sign this letter in the space below, and sign the Employee Proprietary
Information, Invention and Non-Competition Agreement and Severance Protection Agreement, and
return them to me via email by tomorrow if possible. If you have any questions, please call me at
303-684-4671.



Sincerely,




	 	 	 

	/s/ Julie Knudson
 

Julie Knudson

	 	 
	Vice President, Human Resources
	 	 







I have read and agree to the terms of this letter and acknowledge my status as an “at will”
employee.



Acceptance:




	 	 	 	 	 
	/s/ John Oechsle

	 	3/22/10
	 	4/15/10
	 

	 	 
	 	 
	John Oechsle’s Signature

	 	Date
	 	Start Date







 


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