Unassociated Document


    
       

      Exhibit
10.38.1

       

       

      Amendment
to

      Executive
Employment Letter

       

      This
Amendment (“Amendment”) to that certain Employment Letter Agreement, dated as of
April 16, 2006, by and between ICO Global Communications (Holdings) Limited and
John Flynn (“Agreement”) is made as of the 30th day of December, 2008
(“Effective Date”) by and between ICO Global Communications (Holdings) Limited
(“ICO”), and John Flynn (“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       	 	John
      Flynn	 
	

                   

                	 	 	 
	 	 	 	 	 
	/s/
      J. Timothy Bryan     	 	/s/ John
      Flynn	 
	By: 	J. Timothy
      Bryan      	 	By:	John
      Flynn	 
	Title:  	
                  Chief
      Executive Officer

                	 	          	
                   

                	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

       

      The
language in Section 1.1 below is hereby added to the Agreement:

       

      
        	
                 
      

              	
                1.1

              	
                Section 409A; Deferred
      Compensation.

              


      

       

      
        	
                 
      

              	
                1.1.1

              	
                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.

              


      

       

      
        	
                 
      

              	
                1.1.2

              	
                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.

              


      

       

      
        	
                 
      

              	
                1.1.3

              	
                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.

              


      

       

      
        	
                 
      

              	
                1.2

              	
                Termination:  Without
      Cause.  The language in the “Termination Without Cause”
      section of the Agreement is hereby amended as
  follows:

              


      

       

      The first
bullet after the sentence that begins with “In addition, ICO will provide you
with the following severance benefits...” is hereby deleted and replaced in its
entirety with the following:

       

      
        	
                 
      

              	
                ·

              	
                “continuation
      of your base salary then in effect, for a period of six (6) months
      (“Severance Period”), which 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.  Each installment shall be considered a
      separate payment for purposes of Section 409A.  The first
      installment shall be made on the first pay date that follows the date
      after Executive has separated from service and has executed and not
      revoked the release of claims against ICO and the release is no longer
      revocable, provided such date occurs within sixty (60) days following
      Executive’s separation from
service.”