Unassociated Document


    
      Exhibit
10.32.1

       

       

      Amendment
to

      Executive
Employment Letter

       

      This
Amendment (“Amendment”) to that certain Employment Agreement, dated as of June
23, 2000, by and between ICO Global Communications Services Inc. and Robert Day
(“Agreement”) is made as of the 30th day of December, 2008 (“Effective Date”) by
and between ICO Global Communications (Holdings) Limited, parent of ICO Global
Communications Services Inc., (“ICO”), and Robert Day (“Executive”), ICO and
Executive each a “Party” and collectively, the
“Parties”).  Capitalized terms used herein without definition shall
have the meanings given to such terms in the Agreement. 

       

      In
consideration of the mutual promises and covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:

       

      
        	
                1.0

              	
                Exhibit
      A.  Exhibit A attached hereto, is incorporated into the
      Agreement.

              


      

      


      
        	
                2.0

              	
                Counterparts.  This
      Amendment may be executed in two or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same instrument.

              


      

      


      
        	
                3.0

              	
                Continuing Effect. With
      the exception of this Amendment, the remaining provisions of the Agreement
      remain unchanged.

              


      

       

      IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective
Date.

       

      
        
          	ICO Global
      Communications (Holdings) Limited   	 	Robert
      Day	 
	
                   

                	 	 	 
	 	 	 	 	 
	/s/
      J. Timothy Bryan     	 	/s/ Robert
      Day	 
	By: 	J. Timothy
      Bryan      	 	By:	Robert
      Day	 
	Title:  	
                  Chief
      Executive Officer

                	 	          	
                   

                	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

       

      
        	
                 
      

              	
                I.

              	
                Section
      8 Notice is amended to add sub-section
8.5:

              


      

       

      8.5           The
severance amount payable in lieu of minimum six months’ prior notice in writing
to terminate Executive’s employment payable under Sections 8.2 and 8.3,
including if applicable, Section 5.3, if any, shall be paid in equal
installments on the same date that ICO makes its normal payroll payments in
accordance with ICO’s payroll practices in effect on the date Executive
separates from service, except to the extent the six-month delay in payment
requirement of Section 409A applies.

       

      
        
          	
                	
                  II.

                	
                  Section
      16 is hereby added to the
Agreement:

                


        

      

       

      16.           Section 409A; Deferred
Compensation.

       

      16.1           Delay in
Payment.  Notwithstanding anything in the Agreement to the
contrary, if Executive is deemed by ICO at the time of Executive’s “separation
from service” with ICO to be a “specified employee,” any non-exempt deferred
compensation which would otherwise be payable hereunder shall not be paid until
the date which is the first business day following the six-month period after
Executive’s separation from service (or if earlier, Executive’s
death).  Such delay in payment shall only be effected with respect to
each separate payment of non-exempt deferred compensation to the extent required
to avoid adverse tax treatment to Executive under Section 409A.  Any
payments or benefits not subject to such delay shall be paid pursuant to the
time and form of payment specified above.  Any compensation which
would have otherwise been paid during the delay period shall be paid to
Executive (or his beneficiary or estate) in a lump sum payment on the first
business day following the expiration of the delay period.

       

      16.2           Key
Definitions.  For purposes of the Agreement, the term
“termination of employment” shall mean “separation from service” and the terms
“separation from service,” “specified employee” and “nonqualified deferred
compensation” shall have the meanings ascribed to such terms pursuant to Section
409A.

       

      16.3           Interpretation.  The
parties intend that all payments or benefits payable under the Agreement will
not be subject to the additional tax imposed by Section 409A of the Code, and
the provisions of the Agreement shall be construed and administered consistent
with such intent.  To the extent such potential payments could become
subject to Section 409A of the Code, ICO and Executive agree to work together to
modify the Agreement to the minimum extent necessary to reasonably comply with
the requirements of Section 409A of the Code, provided that ICO shall not be
required to provide any additional compensation or benefits.