EX-10.5



 Exhibit 10.5 

IRIDIUM COMMUNICATIONS INC. 

2015 EQUITY INCENTIVE PLAN 

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT
AWARD GRANT NOTICE 
 Iridium Communications Inc. (the “Company”) hereby grants to
Participant a Restricted Stock Unit Award (the “Award”) under the Iridium Communications Inc. 2015 Equity Incentive Plan (the “Plan”) for the number of restricted stock units (the
“RSUs”) set forth below. This Award is subject to all of the terms and conditions set forth in this Non-Employee Director Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and in the
Non-Employee Director Restricted Stock Unit Award Agreement (the “Agreement”) and the Plan, both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined in this Grant
Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement. 
  

					
	Participant:		  
		
	Date of Grant:		  
		
	Number of RSUs Subject to Award:		  
		

  

			
	Vesting Schedule:		Subject to Section 2 of the Agreement, this Award will vest as follows: [                    ].
		
	Issuance Schedule:		Subject to any change upon a Capitalization Adjustment, one share of Common Stock will be issued for each RSU that vests at the time set forth in Section 6 of the Agreement.

 Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant
Notice, the Agreement, the Plan and the stock plan prospectus for the Plan. Participant further acknowledges that as of the Date of Grant, this Grant Notice, the Agreement and the Plan set forth the entire understanding between Participant and the
Company regarding this Award and supersede all prior oral and written agreements, promises and/or representations regarding this Award, with the exception, if applicable, of (i) any compensation program for Non-Employee Directors specifying the
terms that should govern this Award, (ii) the Company’s Stock Ownership Guidelines, and (iii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award,
Participant consents to receive this Grant Notice, the Agreement, the Plan, the stock plan prospectus for the Plan and any other Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system
established and maintained by the Company or another third party designated by the Company. 
  

									
	IRIDIUM COMMUNICATIONS INC.				PARTICIPANT
				
	By:		  
				  

			Signature				Signature
					
	Title:		  
				Date:		  

					
	Date:		  
						

 ATTACHMENTS: Non-Employee Director Restricted Stock Unit Award Agreement, 2015 Equity Incentive Plan,
Prospectus 







 IRIDIUM COMMUNICATIONS INC. 

2015 EQUITY INCENTIVE PLAN 

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT
AWARD AGREEMENT 
 Pursuant to the accompanying Non-Employee Director Restricted Stock Unit Award Grant
Notice (the “Grant Notice”) and this Non-Employee Director Restricted Stock Unit Award Agreement (the “Agreement”), Iridium Communications Inc. (the “Company”) has granted you a
Restricted Stock Unit Award (the “Award”) under the Iridium Communications Inc. 2015 Equity Incentive Plan (the “Plan”) for the number of restricted stock units (the “Restricted Stock
Units”) set forth in the Grant Notice. This Award is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). Capitalized terms not explicitly defined in this
Agreement but defined in the Plan or the Grant Notice will have the same definitions as in the Plan or the Grant Notice. 
 1.
GRANT OF THE AWARD. This Award represents your right to be issued on a future date (as set forth in Section 6) one share of Common Stock for each Restricted Stock Unit subject to
this Award that vests in accordance with the Grant Notice and this Agreement. This Award was granted in consideration of your services to the Company or an Affiliate. 

2. VESTING.  

a. Subject to the terms of this Section 2, this Award will vest, if at all, in accordance with the vesting schedule set forth in
the Grant Notice. Any portion of this Award that has not yet vested as of the date of your termination of service as a Director will be forfeited upon such termination; provided, however, that: 

1) any unvested portion of this Award that is scheduled to vest during the calendar quarter in which such termination occurs will not
be forfeited upon such termination, unless such termination is for Cause (as defined below), but any other unvested portion of this Award will be forfeited upon such termination; 

2) if such termination is due to your death or Disability, any unvested portion of this Award will become fully vested upon such
termination; 
 3) if such termination is due to your involuntary termination without Cause (including, without limitation, any
involuntary termination due to (i) not being nominated to stand for reelection as a Director by the Nominating and Corporate Governance Committee of the Board or (ii) not being reelected as a Director by the Company’s stockholders),
any unvested portion of this Award that is scheduled to vest during the calendar quarter in which such termination occurs will not be forfeited upon such termination, but any other unvested portion of this Award will be forfeited upon such
termination; and 
 4) if such termination is due to your resignation (other than any resignation due to your Disability), any
unvested portion of this Award that is scheduled to vest during the calendar quarter in which such termination occurs will not be forfeited upon such termination, but any other unvested portion of this Award will be forfeited upon such termination.








 b. For purposes of this Agreement, “Cause” will mean the
Company’s termination of your service as a Director due to your: (i) conviction for, or plea of guilty or no contest to, any felony or a lesser crime involving moral turpitude; or (ii) commission at any time of any act of fraud,
embezzlement, misappropriation, material misconduct or breach of fiduciary duty against the Company or any of its Affiliates. 
 3.
NUMBER OF RESTRICTED STOCK UNITS AND SHARES OF COMMON STOCK. 

a. The number of Restricted Stock Units subject to this Award, as set forth in the Grant Notice, will be adjusted for Capitalization
Adjustments, if any, as provided in the Plan. 
 b. Any additional Restricted Stock Units and any shares of Common Stock, cash or
other property that become subject to this Award pursuant to this Section 3 will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of issuance as
applicable to the other Restricted Stock Units subject to this Award to which they relate. 
 c. No fractional shares or rights for
fractional shares of Common Stock will be created pursuant to this Section 3. Any fractional shares that may be created by the adjustments referred to in this Section 3 will be rounded down to the nearest whole share. 

4. SECURITIES LAW COMPLIANCE. You will not be issued any shares of Common Stock in respect
of this Award unless either (i) such shares are registered under the Securities Act or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. This Award also must comply
with all other applicable laws and regulations governing this Award, and you will not receive any shares of Common Stock in respect of this Award if the Company determines that such receipt would not be in material compliance with such laws and
regulations. 
 5. TRANSFERABILITY. Except as otherwise provided in this Section 5, this Award is not
transferable, except by will or by the laws of descent and distribution and prior to the time that shares of Common Stock in respect of this Award have been issued to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the
Restricted Stock Units or the shares of Common Stock in respect of this Award. For example, you may not use any shares of Common Stock that may be issued in respect of this Award as security for a loan, nor may you transfer, pledge, sell or
otherwise dispose of such shares. This restriction on transfer will lapse upon issuance to you of the shares of Common Stock in respect of this Award. 

a. Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering
written notice to the Company, in a form approved by the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of your death, will thereafter be entitled to receive any
distribution of Common Stock or other consideration to which you were entitled at the time of your death pursuant to this Agreement. In the absence of such a designation, in the event of your death, the executor or administrator of your estate will
be entitled to receive, on behalf of your estate, such Common Stock or other consideration. 







 b. Domestic Relations Orders. Upon receiving written permission from the Board or its duly
authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive any distribution of Common Stock or other consideration under this
Award, pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the
transfer. You are encouraged to discuss with the Company’s General Counsel the proposed terms of any such transfer prior to finalizing such domestic relations order, marital settlement agreement or other divorce or separation instrument to help
ensure the required information is contained within the domestic relations order, marital settlement agreement or other divorce or separation instrument. 

6. DATE OF ISSUANCE. 

a. The issuance of any shares of Common Stock in respect of this Award is subject to satisfaction of the tax withholding obligations
set forth in Section 10. The form of such issuance (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company. 

b. In the event one or more Restricted Stock Units subject to this Award vests, the Company will issue to you, on the Settlement Date
(as defined below), (i) one share of Common Stock for each whole Restricted Stock Unit that vests on or prior to the Settlement Date and (ii) a cash payment equal to the Fair Market Value, as of the Settlement Date, of any fractional
Restricted Stock Unit that vests on or prior to the Settlement Date; provided, however, that if the Settlement Date falls on a date that is not a business day, such shares and cash payment will instead be issued to you on the next following
business day. 
 c. For purposes of this Agreement, “Settlement Date” will mean the earlier of (x) the
date that is six months and one day following the date on which you experience a “separation from service” (as such term is defined in Treasury Regulations Section 1.409A-1(h) without regard to any alternative definition thereunder)
as a Director and (y) a Change in Control that constitutes a “change in control event” (as determined under Treasury Regulations Section 1.409A-3(i)(5)).  

7. DIVIDENDS. If on any date the Company pays any dividend with respect to its Common Stock (the “Payment
Date”), then the number of Restricted Stock Units subject to this Award will, on the Payment Date, be increased by that number of Restricted Stock Units equal to: (i) the product of (A) the number of Restricted Stock Units
subject to this Award immediately before the Payment Date and (B) the cash amount of such dividend per share of Common Stock (or, in the case of a dividend payable in shares of Common Stock or in property other than cash, the per share
equivalent cash value of such dividend, as determined in good faith by the Board), divided by (ii) the Fair Market Value of a share of Common Stock on the Payment Date. Each additional Restricted Stock Unit, or fraction thereof, credited to
this Award in accordance with this Section 7 will vest and be settled at the same time as the original Restricted Stock Units to which they are attributable. 







 8. RESTRICTIVE LEGENDS. The shares of Common Stock issued in
respect of this Award will be endorsed with appropriate legends, if any, as determined by the Company. 
 9. AWARD
NOT A SERVICE CONTRACT. Your service is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and
with or without notice. This Award is not a service contract, and nothing in this Award (including, but not limited to, the vesting of the Restricted Stock Units subject to this Award or the issuance of shares of Common Stock in respect of this
Award), this Agreement, the Plan or any covenant of good faith and fair dealing that may be found implicit in this Award or Agreement or the Plan will: (i) create or confer upon you any right or obligation to continue in the service of, or
affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or
condition of service or affiliation; (iii) create or confer upon you any right or benefit under this Award unless such right or benefit has specifically accrued under the terms of this Agreement or the Plan; or (iv) deprive the Company of
the right to terminate you at will and without regard to any future vesting opportunity that you may have. In addition, nothing in this Award will obligate the Company or an Affiliate, their respective stockholders, boards of directors, Officers or
Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
 10.
TAX WITHHOLDING OBLIGATIONS. 
 a. On or before the time you receive a distribution
of any shares of Common Stock in respect of this Award, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you agree to make adequate provision for any sums required to satisfy the federal, state,
local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with this Award (the “Withholding Taxes”). Specifically, the Company or an Affiliate may, in its sole discretion, satisfy
all or any portion of the Withholding Taxes relating to this Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing
you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you
irrevocably elect to sell a portion of the shares of Common Stock to be issued in connection with this Award to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the
Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with this Award with a Fair Market Value (measured as
of the date the shares of Common Stock are issued to you) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the
Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. 







 b. Unless the Withholding Taxes of the Company and/or any Affiliate are satisfied, the
Company will have no obligation to issue to you any Common Stock. 
 c. In the event the Company’s obligation to withhold arises
prior to the issuance to you of Common Stock or it is determined after the issuance of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and
hold the Company harmless from any failure by the Company to withhold the proper amount. 
 11. TAX
CONSEQUENCES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby
advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by accepting this Award, you have agreed that you have done so or knowingly and voluntarily declined to do so. 

12. NOTICES. Any notices provided for in this Agreement or the Plan will be given in writing (including electronically)
and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the
Company. The Company may, in its sole discretion, decide to deliver any documents related to this Award or participation in the Plan by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this
Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

13. GOVERNING PLAN DOCUMENT. This Award is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of this Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as otherwise expressly
provided in the Grant Notice or this Agreement, in the event of any conflict between the terms in the Grant Notice or this Agreement and the terms of the Plan, the terms of the Plan will control. 

14. OTHER DOCUMENTS. You hereby acknowledge receipt of and the right to receive a document providing the
information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares of Common Stock only
during certain “window” periods in effect from time to time and the Company’s insider trading policy. 
 15.
EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of this Award will not be included as compensation, earnings, salaries, or other similar terms used when
calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s
or any Affiliate’s employee benefit plans. 
 16. STOCKHOLDER RIGHTS. Except as provided in
Section 7, you will not have voting or any other rights as a stockholder of the Company with respect to the shares of Common 







 
Stock to be issued pursuant to this Award until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained
in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 

17. SEVERABILITY. If any part of this Agreement or the Plan is declared by any court or governmental authority to be
unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or
invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 

18. AMENDMENT. Any amendment to this Agreement must be in writing, signed by a duly authorized representative of the
Company. Notwithstanding anything in the Plan to the contrary, the Board reserves the right to amend this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or
regulations or any future law, regulation, interpretation, ruling, or judicial decision. 
 19.
CLAWBACK/RECOVERY. This Award (and any compensation paid or shares of Common Stock issued under this Award) will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt
pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable
law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company. 

20. UNSECURED OBLIGATION. This Award is unfunded, and as a holder of vested Restricted Stock Units, you
will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares of Common Stock or other property pursuant to this Agreement. 

21. COMPLIANCE WITH SECTION 409A OF THE CODE.
This Award is intended to comply with, and will be construed to the greatest extent possible as consistent with, the requirements of Section 409A of the Code. If you are deemed by the Company at the time of your “separation from
service” (as such term is defined in Treasury Regulations Section 1.409A-1(h) without regard to any alternative definition thereunder) with the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of
the Code, and if any of the payments upon such separation from service set forth herein are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited
distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments will not be provided to you prior to the earliest of (i) the date that is six months and one day
after the date of such separation from service, (ii) the date of your death, or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the








 
expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 21 will be paid in a lump sum to you, and any remaining payments due
will be paid as otherwise provided herein. Each installment of Restricted Stock Units that vests under this Award is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2). 

22. MISCELLANEOUS. 

a. The rights and obligations of the Company under this Award will be transferable to any one or more persons or entities, and all
covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and assigns. 

b. You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the
Company to carry out the purposes or intent of this Award. 
 c. You acknowledge and agree that you have reviewed this Award in its
entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting this Award, and fully understand all provisions of this Award. 

d. This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required. 
 e. All obligations of the Company under the Plan and this Agreement will be
binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 

*            *           
 * 
 This Non-Employee Director Restricted Stock Unit Award Agreement will be deemed to be accepted by you upon your acceptance of the
Non-Employee Director Restricted Stock Unit Award Grant Notice to which it is attached.