Unassociated Document


    Exhibit
10.29.1

     

     

    Amendment
to

    Executive
Employment Letter

     

    This
Amendment (“Amendment”) to that certain Executive Employment Agreement, dated as
of June 1, 2002, by and between ICO Satellite Services G.P. and David Bagley
(“Agreement”) is made as of the 30th day of December, 2008 (“Effective Date”) by
and between ICO Satellite Services G.P., (“ICO”), and David Bagley
(“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 Satellite
      Services G.P.     	 	David
      Bagley	 
	

                By:  ICO
      Services Limited, a partner

                By:  ICO
      North America, Inc., its parent

              	 	 	 
	 	 	 	 	 
	/s/
      J. Timothy Bryan     	 	/s/ David
      Bagley	 
	By: 	J. Timothy
      Bryan      	 	By:	David
      Bagley	 
	Title:  	
                Chief
      Executive Officer

              	 	          	
                 

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

     

    
      	
               
      

            	
              1.

            	
              Article
      IV – Termination of Employment is amended to add Section
    4.3:

            


    

     

    4.3           The
severance amount payable under Section 4.1 in connection with an involuntary
termination by ICO without Cause, 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.  The continuation of benefits for the thirty (30) day period
shall consist of the following ICO provided benefits in the amount determined
immediately prior to Executive’s separation from service: medical and
dental.

     

    
      	
               
      

            	
              2.

            	
              Article
      VII – Section 409A; Deferred Compensation is hereby added to the
      Agreement:

            


    

     

    ARTICLE
VII – SECTION 409A; DEFFERRED COMPENSATION

     

    7.1           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.

     

    7.2           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.

     

    7.3           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.