Exhibit 10.1


 


Certain portions of this Exhibit have been
omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.


 


December 30, 2022


 


ECHOSTAR CORPORATION


 


Pradman P. Kaul 


via email


 


Dear Mr. Kaul:


 


Reference is made to those
certain EchoStar Corporation Executive Officer Stock Option Agreements by and between you and EchoStar Corporation, a Nevada corporation
(the “Company”), dated as of April 1, 2016 (covering nonqualified and incentive stock options) (the “2016
Option Agreement”), October 1, 2019 (covering nonqualified stock options) (the “2019 NSO Option Agreement”),
October 1, 2019 (covering incentive stock options) (the “2019 ISO Agreement”), April 1, 2022 (covering
nonqualified stock options) (the “2022 NSO Option Agreement”), and April 1, 2022 (covering incentive stock
options) (the “2022 ISO Option Agreement”) (together, the “Option Agreements”),
pursuant to which you currently hold outstanding Options covering Common Shares. Capitalized terms used but not defined in this letter
agreement (this “Letter”) shall have the meanings ascribed thereto in the Option Agreements.


 


Option Exercise Amendment – 2016 and
2022 Option Grants


 


As you are aware, effective
as of December 31, 2022, you will retire as President of Hughes Communications, Inc. and Hughes Network Systems, LLC (both of
which are subsidiaries of the Company). Upon your retirement, you will cease to be an employee of the Company and its subsidiaries and
affiliates. As you are also aware, you currently serve, and following your retirement, will continue to serve, as a member of the Company’s
board of directors (the “Board”).


 


Section 2(a) of
each of the 2016 Option Agreement, the 2022 NSO Option Agreement and the 2022 ISO Option Agreement provides that the Options subject thereto
shall remain outstanding and eligible to vest, and become exercisable, so long as you remain an “employee of” or “employed
by” “the Company or its direct or indirect subsidiaries,” and Section 3 of each of the 2016 Option Agreement, the
2022 NSO Option Agreement, and the 2022 ISO Option Agreement provides that upon your “ceas[ing] to be employed by the Company and/or
its direct or indirect subsidiaries,” (i) any portion of the Options granted thereunder that are then unvested will be immediately
forfeited for no consideration upon such cessation of employment, and (ii) depending on the circumstances of such termination, any
portion of the Options granted thereunder that are then vested and exercisable will either remain exercisable for a certain period of
time thereafter (and if not exercised within that time period, will be forfeited for no consideration), or will also be immediately forfeited
for no consideration upon such cessation of employment.


 


The Company desires that the
Options granted under each of the 2016 Option Agreement, the 2022 NSO Option Agreement, and the 2022 ISO Option Agreement continue to
remain outstanding, and vest and become exercisable, in accordance with their terms following your retirement for so long as you continue
to serve as a member of the Board, without regard to your employment with the Company and/or its direct or indirect subsidiaries.


 


Therefore, you and the Company
hereby agree as follows:


 


		·	All references in the 2016 Option Agreement, the 2022 NSO Option Agreement, and the 2022 ISO Option Agreement
to your continued employment as a requirement for eligibility for vesting and exercisability of the Options subject thereto shall be deemed
to refer to your continued employment with the Company and its direct or indirect subsidiaries or your continued provision of services
to the Company as a member of the Board; and



 






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		·	All references in the 2016 Option Agreement, the 2022 NSO Option Agreement, and the 2022 ISO Option Agreement
to a termination of your employment or your cessation of employment be deemed to refer to a termination or cessation (as applicable) of
your employment with the Company and its direct or indirect subsidiaries or your provision of services to the Company as a member of the
Board.



 


For the sake of clarity, this
portion of Letter (i.e., the portion under the heading “Option Exercise Amendment – 2016 and 2022 Option Grants”) applies
only to the 2016 Option Agreement, the 2022 NSO Option Agreement and the 2022 ISO Option Agreement and does not amend any of the terms
and conditions of any stock option agreements by and between you and the Company including, but not limited to, the 2019 NSO Option Agreement
and the 2019 ISO Option Agreement. As such, upon your cessation of employment on December 31, 2022, the stock options granted to
you under the 2019 NSO Option Agreement, the 2019 ISO Option Agreement, and any such other stock option agreements will be treated pursuant
to the terms thereof (such that all then unvested options outstanding thereunder will be forfeited for no consideration, and all vested
options outstanding thereunder will remain exercisable until January 31, 2023, and to the extent not exercised as of such date, will
also be forfeited for no consideration).


 


Non-Compete Amendment


 


The parties hereto also desire
to amend the terms of all non-competition covenants by which you are currently bound in any agreement between you and the Company or any
of its subsidiaries (including, but not limited to, the non-competition covenants set forth in Section 5 of each of the Option Agreements).
***


 


General


 


The Option Agreements and
this Letter, together with EchoStar Corporation 2017 Stock Incentive Plan (as amended from time to time) (the “Plan”),
set forth the entire agreement and understanding of the parties hereto with respect to the subject matter set forth in the Option Agreements
and the Plan, and supersede any and all prior agreements, whether written or oral, relating to such subject matters.


 


Except as explicitly modified
by this Letter, all terms of the Option Agreements will remain in full force and effective following the date hereof.


 


This Letter shall be governed
by, and construed in accordance with, the laws of the state of Colorado, without giving effect to the conflict of laws principles of such
state/province.


 


This Letter may be executed
in counterparts (including by facsimile or .pdf copy), each of which will be deemed an original, but all of which will be deemed on in
the same instrument.


 


[Signatures follow]


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Letter as of the date first written above.


 


	 	/s/ Pradman P. Kaul
	 	PRADMAN P. KAUL 



 


	 	COMPANY: 
	 	 	 
	 	ECHOSTAR CORPORATION 
	 	 	 
	 	By:	/s/ Dean A. Manson
	 	 	Name: Dean A. Manson
	 	 	Title: Executive Vice President, General Counsel and Secretary



 






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