EX-10.22



 Exhibit 10.22 

July 1, 2011 
  

									
	 Tim Dozois
 2300 Carillon Point

Kirkland, WA 98033
								 ICO Global Communications
 2300
Carillon Point
 Kirkland, WA 98033
 Tel 425
278-7100
 Fax 425 278-7101


 Dear Tim, 
 On behalf of ICO
Global Communications (Holdings) Limited (“ICO”), I am pleased to offer you the exempt position of Acting General Counsel and Corporate Counsel reporting to ICO’s Chief Executive Officer under the terms of this employment letter
(“Employment Letter”) beginning July 5, 2011. 
 This offer is made with our understanding that should the General Counsel position be filled
by another individual, all terms and conditions of this letter will remain in effect and you will continue to serve as Corporate Counsel. As an Officer of ICO, all terms and conditions of your employment are subject to approval by ICO’s
Compensation Committee. 
 This offer acknowledges that you will be based in Portland, Oregon with the expectation that you will work from our Kirkland, WA
offices not less than 3 days per week. The company agrees to reimburse you for reasonable and customary expenses associated with your travel between Portland and Kirkland up to a maximum of $15,000 per year. During the course of your employment with
ICO, you will dedicate full time and efforts to ICO to fulfill your duties and obligations; 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 effective performance of your responsibilities to ICO. 
 Base Salary and Performance Bonus 

As a full-time employee in this exempt position your compensation will be calculated at a rate equal to an annual salary of $250,000 (less payroll taxes and
required withholdings) paid semi-monthly subject to any increase approved by the ICO Compensation Committee. You will also be eligible for an annual discretionary bonus of up to 33% of your annual base salary based on performance criteria as
approved by ICO’s Compensation Committee and contingent upon your continuous service with the company through the date any bonus is paid. 
 Stock
Awards 
 You will receive 150,000 restricted shares of ICO Class A common stock (“Restricted Stock”). You will also receive an option to
purchase 150,000 shares of the Class A common stock of ICO (“Stock Option”). Your restricted shares will have a grant date of July 5, 2011. Your stock options will have a grant date of July 15, 2011 and a vesting date of
June 17, 2011. Your Stock Option award will vest over 4 years consistent with the terms of the ICO 2000 Stock Incentive Plan. 
 Vesting of your
Restricted Stock will be based on ICO’s performance as described below: 
 25% vest when ICO’s trailing 12 month net income reaches $ 50MM 

25% vest when ICO’s trailing 12 month net income reaches $100MM 

25% vest when ICO’s average closing share price for any 20 consecutive trading days is $4.50 or higher 

25% vest when ICO’s average closing share price for any 20 consecutive trading days is $6.00 or higher 

All performance goals must be achieved within 7 years of the date of grant or the Restricted Stock will be forfeited. If a performance target is achieved
within 1 year of the grant, no vesting will occur until the first anniversary of the 







 
grant. Net income calculations will exclude any proceeds from the sale of ICO’s interests in or related to DBSD and from any proceeds arising out of the litigation between ICO and the Boeing
Company and its subsidiaries. Vesting is subject to your continuous service with ICO. 
 Restricted Stock and Stock Options are (i) subject to the
terms and conditions of their respective plan agreements and (ii) subject to board and shareholder approval of an increase in the number of shares available under the ICO 2000 Stock Incentive Plan to the extent required. 

Employee Proprietary Information and Inventions Agreement 

In exchange for the consideration of your employment, you agree to execute and abide by the terms of the ICO Employee Intellectual Property
Agreement without modification, a copy of which is enclosed. 
 Benefits/Vacation/Expenses 

You will be eligible for standard company benefits under the applicable company plans. 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 accrue 15 days of paid vacation per year. Such vacation will be taken at such times as determined by you, subject to the reasonable business needs of ICO. ICO
will reimburse you for reasonable business expenses and other disbursements paid by you in the performance of your duties and responsibilities in accordance with ICO’s policies including reasonable and customary expenses related to the
maintenance in good standing of your Bar membership and Continuing Legal Education (CLE) coursework. 
 Termination 

If ICO terminates your employment without Cause or you resign for Good Reason, as defined below, you will be entitled to a severance payment equal to your
annual base salary on the condition that you execute a separation agreement in a form acceptable to ICO that includes a full release of claims. 
 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, provided that if those grounds involve failure to discharge duties, you shall have a 5 business days to cure the grounds identified in such notice. If ICO terminates your employment for Cause, or you resign, other than for Good
Reason, then you will be entitled to a lump sum (less any required deductions) in an amount equal to (i) your base salary through the date of termination, (ii) the value of your 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) reimbursement of any reasonable business expenses reimbursable under this
letter, to the extent not theretofore reimbursed. In addition, upon termination of your employment by ICO for Cause, any options granted to you, notwithstanding any prior vesting, shall automatically expire at the time ICO first notifies you of
such termination. 
 Definition of “Cause” 

“Cause” means dismissal for willful material misconduct or failure to effectively discharge duties, conviction or confession of a
crime punishable by law (except minor violations), the performance of an illegal act while purporting to act in ICO’s behalf, or engaging in activities directly in competition or antithetical to the best interest of ICO, such as dishonesty,
fraud, unauthorized use or disclosure of confidential information or trade secrets. 
 Definition of “Good Reason” 

“Good Reason” means, without your consent, a reduction of salary not agreed to by you, or a material diminution of other employee
benefits (other than any employee benefits approved by the board and implemented in a non-discriminatory fashion with respect to all participating employees provided that in each such case, within 5 days of the initial occurrence of one of the above
events, you give written notice to ICO’s general counsel or board of directors specifying with reasonable particularity the grounds constituting “Good Reason,” that such grounds are not cured after 5 business days following ICO’s
receipt of such written notifications, and that you give written notice of your resignation for ICO’s receipt of such written 







 
notification , and that you give written notice of your resignation for Good Reason with 5 days of the expiration of the cure period. Notwithstanding the foregoing, any actions taken by ICO to
accommodate a disability of the Employee or pursuant to the Family Medical Leave Act shall not be a Good Reason for purposes of this Employment Agreement. 

Employment At Will 
 By signing this Employment Letter,
you understand and agree that your employment will continue 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 Employment Letter. This at-will relationship will remain in effect
throughout your employment with ICO or any of its parents, 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 and you which expressly
alters it. This at-will relationship may not be modified by any oral or implied agreement, or by any policies, practices or patterns of conduct. 
 Other
Terms of Employment 
 Subsequent to receipt of this signed offer letter and as a further condition for employment, ICO conducts a reference/background
check on prospective employees. ICO reserves the right to rescind the offer set forth in this letter based on the results of such screenings and may do so in its sole discretion. By your signature below you authorize ICO to conduct this
reference / background check. This offer is also conditioned on your ability to provide satisfactory documentary proof of your identity and right to work in the United States of America on your first day of employment. 

Arbitration of Claims 
 You hereby acknowledge and agree
that all disputes concerning your employment with ICO, the termination thereof, the breach by either party of the terms of this Employment Letter or any other matters relating to or arising from your employment (with the exception of those excluded
from arbitration by statute), will be resolved in binding arbitration in a proceeding in Kirkland, WA 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 you and ICO the full range of statutory remedies. ICO and you will be entitled to discovery sufficient to adequately arbitrate any covered 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 or your right to seek relief in
any court of competent jurisdiction in respect of the matters set forth in the “ICO Employee Proprietary Information and Inventions Agreement.” We specifically agree that disputes under the “ICO Employee Proprietary Information and
Inventions Agreement” will not be subject to arbitration unless both parties mutually agree to arbitrate such disputes. 
 Expiration of Offer:

 Please indicate your acceptance of this offer by signing below and returning it to the attention of Mark Fanning by July 5, 2011 after which time the
offer will expire. By signing and accepting this offer, you represent and warrant that (i) you are not subject to any pre-existing contractual or other legal obligation with any person, company or business enterprise which may be an impediment
to your employment with, or your providing services to ICO as its employee; and (ii) you have not and shall not bring confidential or proprietary information of another person, company or business enterprise to whom you previously provided
services. 







 Entire Agreement 

This Employment Letter, any restricted stock and stock option agreement between you and ICO, and the ICO’s 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 Employment Letter supersedes any prior or contemporaneous agreement, arrangement or
understanding on this subject matter, subject to the sixth sentence in this paragraph regarding any stock option agreement between you and ICO. By executing this Employment Letter as provided below, you expressly acknowledge the termination of any
such prior agreement, arrangement or understanding. Also, by your execution of this Employment Letter, you affirm that no one has made any written or verbal statement that contradicts the provisions of this Employment Letter. In the event of any
inconsistency between the terms contained in this Employment Letter and the terms contained in any restricted stock or stock option agreement between you and ICO, the terms contained in this Employment Letter will control, and the provisions
regarding vesting or termination contained in your restricted stock and stock option agreements will be superseded by the provisions of this Employment Letter to the extent of any conflict. In addition, the covenants contained in the ICO
Employee Intellectual Property Agreement will also supersede the provisions of any other similar covenant contained in your restricted stock and stock option agreement to the extent of any conflict. This Employment Letter may be executed in
counterparts, each of which (including any signature transmitted via facsimile or email) shall be deemed to be an original, and all of which together shall constitute one instrument. 

Except as otherwise specified in this Employment Letter, the terms and conditions of your employment pursuant to this letter may not be modified in any way
except by a writing from ICO’s Chief Executive Officer. 
 We hope that you will accept this offer and look forward to working with you. 

 

					
	Signature of Acceptance				Sincerely,
			
					ICO Global Communications (Holdings) Ltd
			
	     /s/ Tim Dozois
				     /s/ Ben Wolff

	By: Tim Dozois				By: Ben Wolff
					Chief Executive Officer
			
	Date: July 5, 2011				








 ADDENDUM TO EMPLOYMENT LETTER AGREEMENT 

This is an addendum to the Employment Letter Agreement between Pendrell Corporation (the “Company”) and Tim Dozois (the “Employee”) dated
July 1, 2011 (the “Employment Letter”). This addendum confirms and clarifies certain provisions of the Employment Letter relating to the payment of severance benefits (“Severance”) by the Company to the Employee upon certain
employment termination events that the Employee does not control. Specifically, if the Company determines it is appropriate to pay Severance promptly upon employment termination, the Company may do so, in its sole discretion. Conversely, if the
Company opts to pay Severance in accordance with any other methods described in the Employment Letter, and unless the Employment Letter specifies otherwise, the Employee shall not be entitled to compel accelerated payment of Severance. 

This addendum is effective as of January 1, 2015. 

ACKNOWLEDGED AND AGREED: 
  

							
					PENDRELL CORPORATION
				
	 /s/ Tim Dozois
				By:		 /s/ Lee E. Mikles

	Tim Dozois				Its:		CEO
				
	Date: 1/21/2015				Date:		1/28/2015








 ADDENDUM TO EMPLOYMENT LETTER AGREEMENT 

This is an addendum to the Employment Letter Agreement dated July 1, 2011, as supplemented by an addendum dated January 1, 2015 (the
“Employment Letter”), between Pendrell Corporation (the “Company”) and Timothy M. Dozois (“you” or “your”). This addendum confirms that in lieu of an adjustment to your annual base salary in 2015, and
commencing January 1, 2015, you will be eligible to earn an annual discretionary bonus of up to 36.5% of your annual base salary based on performance criteria as approved by the Company’s Compensation Committee and contingent upon your
continuous service with the Company through the date any bonus is paid. This new bonus target supersedes the bonus target set forth in the Employment Letter. 

ACKNOWLEDGED AND AGREED: 
  

							
					PENDRELL CORPORATION
				
	 /s/ Timothy M. Dozois
				By:		 /s/ Lee E. Mikles

	Timothy M. Dozois				Its:		Interim CEO and President
				
	Date: February 13, 2015				Date:		February 13, 2015