**Exhibit10.20.1**

**ICOGLOBAL COMMUNICATIONS (HOLDINGS) LIMITED**

**2000STOCK INCENTIVE PLAN**

**AsAmended And Restated Effective June 15, 2007**

# **SECTION 1.  PURPOSE**

The ICO GlobalCommunications (Holdings) Limited 2000 Stock Incentive Plan was initiallyadopted following stockholder approval on May 10, 2000 and was subsequentlyamended and restated on August 9, 2000 and November 17, 2005.  The Plan is hereby amended and restated toincrease the number of shares available for issuance, to authorize additionaltypes of awards, to add provisions to satisfy tax deduction requirements, toreflect the status of the Company as publicly traded and to make other changes.

The purpose of thePlan is to enhance the long-term stockholder value of ICO GlobalCommunications (Holdings) Limited, a Delaware corporation (the “Company”), byoffering opportunities to selected persons to participate in the Company’sgrowth and success, and to encourage them to remain in the service of theCompany and its Related Corporations (as defined in Section 2) and to acquireand maintain stock ownership in the Company.

# **SECTION 2.  DEFINITIONS**

For purposes ofthe Plan, the following terms shall be defined as set forth below:

**“AcquiredEntity”**has the meaning set forth in Section 6.3.

**“AcquisitionTransaction”**has the meaning set forth in Section 6.3.

**“Award”**means an award or grant made pursuant to the Plan, including awards or grantsof Options, Stock Appreciation Rights, Stock Awards, or any combination of theforegoing.

**“Board”**means the Board of Directors of the Company.

**“Cause”**means dismissal for willful materialmisconduct or failure to discharge duties, conviction or confession of a crimepunishable by law (except minor violations), the performance of an illegal actwhile purporting to act in the Company’s behalf, or engaging in activitiesdirectly in competition or antithetical to the best interests of the Company,such as dishonesty, fraud, unauthorized use or disclosure ofconfidential information or trade secrets, in each case as determined by thePlan Administrator, and its determination shall be conclusive and binding.

**“Code”**means the Internal Revenue Code of 1986, as amended from time to time.

**“CommonStock”** means common stock, par value $.01 per share, of theCompany as described in each Award agreement.

**“CorporateTransaction”** means any of the following events:

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(a)           Consummation of any merger orconsolidation of the Company with or into another corporation, including a COMAffiliate;

(b)           Consummation of any sale, lease,exchange or other transfer in one transaction or a series of relatedtransactions of all or substantially all the Company’s outstanding securitiesor substantially all the Company’s assets other than a transfer of the Company’sassets to a majority-owned subsidiary corporation (as defined inSection 8.8) of the Company or a COM Affiliate; or

(c)           Anyacquisition by a person, other than Craig O. McCaw or a COM Affiliate, withinthe meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effecton the date of adoption of the Plan) of the Exchange Act of a majority or moreof the Company’s outstanding voting securities (whether directly or indirectly,beneficially or of record).  Ownership ofvoting securities shall take into account and shall include ownership asdetermined by applying Rule 13d-3(d)(1)(i) (as in effect on the dateof adoption of the Plan) under the Exchange Act.

For purposes ofthis definition, a “COM Affiliate” shall mean any entity which Craig O.McCaw or Eagle River Investments LLC (“Eagle River”) controls directly orindirectly through one or more intermediaries. For purposes of this definition, an entity shall be deemed to becontrolled by Craig O. McCaw or Eagle River if (and only for so long as)(x) Craig O. McCaw or Eagle River has the right to vote by ownership,proxy or otherwise securities constituting 5% or more of the voting power ofsuch entity if such entity has equity securities registered and files reportsunder the Exchange Act, as amended, or otherwise owns securities constituting50% or more of the voting power of such entity (if not reporting); (y)  Craig O. McCaw or Eagle River possesses,directly or indirectly, the power to direct or cause the direction of themanagement and policies of such entity, whether through the ownership of votingsecurities, by contract or otherwise; or (z) with respect to a charitabletrust, foundation or nonprofit corporation, Craig O. McCaw or Eagle Riveris the sole trustee or director or has the power to appoint a majority of thetrustees or directors thereof.

**“Disability**,**”** unless otherwise defined by the PlanAdministrator, means a mental or physical impairment of the Participant that isexpected to result in death or that has lasted or is expected to last for acontinuous period of 12 months or more and that causes the Participant to beunable, in the opinion of the Plan Administrator, to perform his or her dutiesfor the Company or a Related Corporation and to be engaged in any substantialgainful activity.

**“EarlyRetirement”** means termination of service prior to Retirementon terms and conditions approved by the Plan Administrator.

**“EffectiveDate”** means May 10, 2000, the date the Plan was originallyapproved by the stockholders of the Company.

**“ExchangeAct”** means the Securities Exchange Act of 1934, as amended.

**“FairMarket Value”** shall be as established in good faith by thePlan Administrator or (a) if the Common Stock is listed on the NasdaqNational Market, the closing sales price for the Common Stock as reported bythe Nasdaq National Market for a single trading day or (b) if the CommonStock is listed on the New York Stock Exchange or the American Stock Exchange,the 

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closing sales price forthe Common Stock as such price is officially quoted in the composite tape oftransactions on such exchange for a single trading day.  If there is no such reported price for theCommon Stock for the date in question, then such price on the last precedingdate for which such price exists shall be determinative of Fair Market Value.

**“GrantDate”** means the date on which the Plan Administratorcompletes the corporate action relating to the grant of an Award and allconditions precedent to the grant have been satisfied, provided that conditionsto the exercisability or vesting of Awards shall not defer the Grant Date.

**“IncentiveStock Option”**means an Option to purchase Common Stockgranted under Section 7 with the intention that it qualify as an “incentivestock option” as that term is defined in Section 422 of the Code.

**“NonqualifiedStock Option”**means an Option to purchase Common Stockgranted under Section 7 other than an Incentive Stock Option.

**“Option”**means the right to purchase Common Stock granted under Section 7.

**“OptionTerm”** has the meaning set forth in Section 7.3.

**“Participant”**means (a) the person to whom an Award is granted; (b) for aParticipant who has died, the personal representative of the Participant’sestate, the person(s) to whom the Participant’s rights under the Award havepassed by will or by the applicable laws of descent and distribution, or thebeneficiary designated in accordance with Section 11; or (c) theperson(s) to whom an Award has been transferred in accordance withSection 11.

**“Plan”**means the ICO Global Communications (Holdings) Limited 2000 Stock IncentivePlan, as amended from time to time.

**“PlanAdministrator”** means the Board or any committee or committeesdesignated by the Board to administer the Plan under Section 3.1.

**“QualifyingPerformance Criteria”** has the meaning set forth in Section9.4.

**“RelatedCorporation”** means any entity that, directly or indirectly,is in control of, or is controlled by, or under common control with theCompany.

**“Retirement”**means retirement on or after an individual’s normal retirement date under theCompany’s 401(k) plan or other similar successor plan applicable to salariedemployees, unless otherwise defined by the Plan Administrator from time to timefor purposes of the Plan.

**“SecuritiesAct”** means the Securities Act of 1933, as amended.

**“StockAppreciation Right” or “SAR”** means an Award granted under Section7.7 of the right to benefit from an appreciation in value of a specified numberof shares of Common Stock over a specified period that may be settled in cashor stock (as determined by the Plan

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Administrator).  The value of the right shall be determinedwith respect to a specified number of shares of Common Stock equal to orotherwise based on the excess of (i) the Fair Market Value of a share of CommonStock at the time of exercise over (ii) the grant price of the right.

**“StockAward”** means an Award of shares of Common Stock or unitsdenominated in Common Stock granted under Section 9, the rights ofownership of which may be subject to restrictions prescribed by the PlanAdministrator.

**“SuccessorCorporation”** has the meaning set forth in Section 12.3.

**“TerminationDate”** has the meaning set forth in Section 7.6.

# **SECTION 3.  ADMINISTRATION**

## **3.1****                               PlanAdministrator**

The Plan shall beadministered by the Board and/or a committee or committees (which term includessubcommittees) appointed by, and consisting of****two or more members of, the Board (a “Plan Administrator”).  So long as the Common Stock is registeredunder Section 12(b) or 12(g) of the Exchange Act, the Board shall considerin selecting the members of any committee acting as Plan Administrator the provisionsregarding (a) “outside directors” as contemplated by Section 162(m)of the Code, (b) “nonemployee directors” as contemplated by Rule 16b-3under the Exchange Act, and (c) “independent directors” in compliance withapplicable requirements of any stock exchange or national market system onwhich the shares of Common Stock may be listed. Notwithstanding the foregoing, the Board may delegate the responsibilityfor administering the Plan with respect to designated classes of eligiblepersons to different committees consisting of one or more members of the Board,subject to such limitations as the Board deems appropriate.  Committee members shall serve for such termas the Board may determine, subject to removal by the Board at any time.

## **3.2****                               Administrationand Interpretation by Plan Administrator**

Except for theterms and conditions explicitly set forth in the Plan, the Plan Administratorshall have exclusive authority, in its discretion, to determine all mattersrelating to Awards under the Plan, including the selection of individuals to begranted Awards, the type of Awards, the number of shares of Common Stocksubject to an Award, the price, if any, of an Award, whether to reduce theexercise price of any Option or Stock Appreciation Right to the then currentFair Market Value if the Fair Market Value of the Common Stock covered by suchAward shall have decreased since the Grant Date, whether, to what extent, andunder what circumstances to offer an exchange or to redeem any previouslygranted Award for a payment in cash, shares of Common Stock, other securitiesor another Award, all terms, conditions, restrictions and limitations, if any,of an Award and the terms of any instrument that evidences the Award.  The Plan Administrator shall also have exclusiveauthority to interpret the Plan and the terms of any instrument evidencing theAward and may from time to time adopt and change rules and regulations ofgeneral application for the Plan’s administration.  The Plan Administrator’s interpretation ofthe Plan and its rules and regulations, and all actions taken anddeterminations made by the Plan Administrator pursuant to the Plan, shall beconclusive and binding on all 

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parties involved oraffected.  The Plan Administrator maydelegate administrative duties to such of the Company’s officers as it sodetermines.

# **SECTION 4.  STOCK SUBJECT TO THEPLAN**

## **4.1****                               AuthorizedNumber of Shares**

Subject toadjustment from time to time as provided in Section 12.1, a maximum of20,000,000 shares of Common Stock shall be available for issuance under thePlan.  The aggregate number of shares ofCommon Stock that may be granted under this Plan during any calendar year toany one Participant shall not exceed****5,000,000shares, subject to adjustment as provided in Section 12.1 to the extentpermitted under Section 162(m) of the Code for Awards intended to qualify asperformance-based compensation.

Shares issuedunder the Plan shall be drawn from authorized and unissued shares or shares nowheld or subsequently acquired by the Company as treasury shares.

## **4.2****                               Reuseof Shares**

Any shares ofCommon Stock that have been made subject to an Award that cease to be subjectto the Award (other than by reason of exercise or settlement of the Award tothe extent it is exercised for or settled in vested and nonforfeitable shares)shall again be available for issuance in connection with future grants ofAwards under the Plan.  In the eventshares issued under the Plan are reacquired by the Company pursuant to anyforfeiture or provision, right of repurchase or right of first refusal, suchshares shall again be available for the purposes of the Plan; provided, thatthe aggregate number of shares that may be issued upon the exercise ofIncentive Stock Options shall in no event exceed 20,000,000, subject toadjustment from time to time as provided in Section 12.1.

# **SECTION 5.  ELIGIBILITY**

Awards may begranted under the Plan to those officers, directors and employees of theCompany and its Related Corporations as the Plan Administrator from time totime selects.  Awards may also be grantedto consultants, agents, advisors and independent contractors who provideservices to the Company and its Related Corporations; provided, however, thatsuch Participants (i) are natural persons or an alter-ego entity; (ii) renderbona fide services that are not in connection with the offer and sale of theCompany’s securities in a capital-raising transaction; and (iii) render bonafide services that do not directly or indirectly promote or maintain a marketfor the Company’s securities.

# **SECTION 6.  AWARDS**

## **6.1****                               Formand Grant of Awards**

The PlanAdministrator shall have the authority, in its sole discretion, to determinethe type or types of Awards to be made under the Plan.  Such Awards may include, but are not

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limited to, IncentiveStock Options, Nonqualified Stock Options, Stock Appreciation Rights and StockAwards.  Awards may be granted singly orin combination.

## **6.2****                               Settlementof Awards**

The Company maysettle Awards through the delivery of shares of Common Stock, the granting ofreplacement Awards, the payment of cash, or any combination thereof as the PlanAdministrator shall determine.  Any Awardsettlement, including payment deferrals, may be subject to such conditions,restrictions and contingencies as the Plan Administrator shall determine.  The Plan Administrator may permit or requirethe deferral of any Award payment, subject to such rules and procedures as itmay establish, which may include provisions for the payment or crediting ofinterest, or dividend equivalents, including converting such credits intodeferred stock equivalents.  The maximumamount of any payment made under the Plan to settle all or a portion of anAward in cash payable to any one Participant in any calendar year shall notexceed $5,000,000.

## **6.3****                               AcquiredCompany Awards**

Notwithstandinganything in the Plan to the contrary, the Plan Administrator may grant Awardsunder the Plan in substitution for awards issued under other plans, or assumeunder the Plan awards issued under other plans, if the other plans are or wereplans of other acquired entities (“Acquired Entities”) (or the parent orsubsidiary of the Acquired Entity) and the new Award is substituted, or the oldaward is assumed, by reason of a merger, consolidation, acquisition of propertyor stock, reorganization or liquidation (the “Acquisition Transaction”).  If a written agreement pursuant to which theAcquisition Transaction is completed is approved by the Board and thatagreement sets forth the terms and conditions of the substitution for orassumption of outstanding awards of the Acquired Entity, those terms andconditions shall be deemed to be the action of the Plan Administrator withoutany further action by the Plan Administrator, except as may be required forcompliance with Rule 16b-3 under the Exchange Act, and the personsholding such awards shall be deemed to be Participants.

# **SECTION 7.  AWARDS OF OPTIONSAND STOCK APPRECIATION RIGHTS**

## **7.1          Grant of Options**

The PlanAdministrator is authorized under the Plan, in its sole discretion, to issueOptions as Incentive Stock Options or as Nonqualified Stock Options, whichshall be appropriately designated.

## **7.2          Option Exercise Price**

The exercise pricefor shares purchased under an Option shall be as determined by the PlanAdministrator, but shall not be less than 100% of the Fair Market Value of theCommon Stock on the Grant Date with respect to Incentive Stock Options.  For Incentive Stock Options granted to a morethan 10% stockholder, the Option exercise price shall be as specified in Section8.2.

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## **7.3          Term of Options**

The term of eachOption (the “Option Term”) shall be as established by the Plan Administratoror, if not so established, shall be ten years from the Grant Date.  For Incentive Stock Options, the Option Termshall be as specified in Sections 8.2 and 8.4.

## **7.4          Exercise of Options**

The PlanAdministrator shall establish and set forth in each instrument that evidencesan Option the time at which, or the installments in which, the Option shallvest and become exercisable, which provisions may be waived or modified by thePlan Administrator at any time.  If notso established in the instrument evidencing the Option, the Option shall vestand become exercisable according to the following schedule, which may be waivedor modified by the Plan Administrator at any time:
| **Period of  Participant’s Continuous  Employment or Service With the Company  or Its Related Corporations From the  Option Grant Date** | ** ** | **Portion of  Total Option   That Is Vested and Exercisable** |
|-----------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------|
| After 1 year                                                                                                                                  |       | 1/4th                                                         |
|                                                                                                                                          |       |                                                          |
| Each additional  one-month period of   continuous service completed thereafter                                                                |       | An additional 1/48th                                          |
|                                                                                                                                          |       |                                                          |
| After 4 years                                                                                                                                 |       | 100%                                                          |

 

To the extent thatan Option has vested and become exercisable, the Option may be exercised fromtime to time by delivery to the Company of a written stock option exerciseagreement or notice, in a form and in accordance with procedures established bythe Plan Administrator, setting forth the number of shares with respect towhich the Option is being exercised, the restrictions imposed on the sharespurchased under such exercise agreement, if any, and such representations andagreements as may be required by the Plan Administrator, accompanied by paymentin full as described in Section 7.5. The Plan Administrator may prescribe, in lieu of or in addition towritten agreements, notices and forms, electronic or telephonic methods orprocedures for Option exercises.  AnOption may be exercised only for whole shares and may not be exercised for lessthan a reasonable number of shares at any one time, as determined by the PlanAdministrator.

## **7.5****                               Paymentof Exercise Price**

The exercise price forshares purchased under an Option shall be paid in full to the Company bydelivery of consideration equal to the product of the Option exercise price andthe number of shares purchased.  Suchconsideration must be paid in cash or by check or, unless the PlanAdministrator in its sole discretion determines otherwise, either at the timethe Option is granted or at any time before it is exercised, in any combinationof:

(a)            cash or check;

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(b)           tendering (either actually or byattestation) shares of Common Stock already owned by the Participant for atleast six months (or any shorter period necessary to avoid a charge to theCompany’s earnings for financial reporting purposes) having a Fair Market Valueon the day prior to the exercise date equal to the aggregate Option exerciseprice;

(c)           delivery of a properly executedexercise notice, together with irrevocable instructions, to (i) abrokerage firm designated by the Company to deliver promptly to the Company theaggregate amount of sale or loan proceeds to pay the Option exercise price andany withholding tax obligations that may arise in connection with the exerciseand (ii) the Company to deliver the certificates for such purchased sharesdirectly to such brokerage firm, all in accordance with the regulations of theFederal Reserve Board; or

(d)           such other consideration as the PlanAdministrator may permit.

## **7.6          Post-Termination Exercises**

The PlanAdministrator shall establish and set forth in each instrument that evidencesan Option whether the Option shall continue to be exercisable, and the termsand conditions of such exercise, if a Participant ceases to be employed by, orto provide services to, the Company or its Related Corporations, whichprovisions may be waived or modified by the Plan Administrator at anytime.  If not so established in theinstrument evidencing the Option, the Option shall be exercisable according tothe following terms and conditions, which may be waived or modified by the PlanAdministrator at any time:

(a)           Any portion of an Option that is notvested and exercisable on the date of termination of the Participant’semployment or service relationship (the “Termination Date”) shall expire onsuch date.

(b)           Any portion of an Option that isvested and exercisable on the Termination Date shall expire upon the earliestto occur of

(i)            if the Participant’s TerminationDate occurs for reasons other than Cause, death, Disability, Early Retirementor Retirement, the three-month anniversary of such Termination Date;

(ii)           if the Participant’s Termination Dateoccurs by reason of Retirement or Early Retirement, the one-year anniversary ofsuch Termination Date;

(iii)          if the Participant’s Termination Dateoccurs by reason of Disability or death, the one-year anniversary of suchTermination Date; and

(iv)          the last day of the Option Term.

Notwithstandingthe foregoing, if the Participant dies after the Termination Date while theOption is otherwise exercisable, the portion of the Option that is vested andexercisable on such Termination Date shall expire upon the earlier to occur of(y) the last day of the Option 

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Term and (z) thefirst anniversary of the date of death, unless the Plan Administratordetermines otherwise.

Alsonotwithstanding the foregoing, in case of termination of the Participant’semployment or service relationship for Cause, the Option shall automaticallyexpire at the time the Company first notifies the Participant of suchtermination, unless the Plan Administrator determines otherwise.  If a Participant’s employment or servicerelationship with the Company is suspended pending an investigation of whetherthe Participant shall be terminated for Cause, all the Participant’s rightsunder any Option likewise shall be suspended during the period ofinvestigation, unless the Plan Administrator determines otherwise.  If any facts that would constitute Cause fortermination or removal of a Participant are discovered after the Participant’srelationship with the Company or its Related Corporation has ended, any Optionthen held by the Participant may be immediately terminated by the PlanAdministrator, in its sole discretion.

A Participant’s transferof employment or service relationship between or among the Company and itsRelated Corporations, or a change in status from an employee to a consultant,agent, advisor or independent contractor or a change in status from aconsultant, agent, advisor or independent contractor to an employee, shall notbe considered a termination of employment or service relationship for purposesof this Section 7.  The effect of aCompany-approved leave of absence on the terms and conditions of anOption shall be determined by the Plan Administrator, in its sole discretion.

## **7.7          Grant of Stock Appreciation Rights**

The PlanAdministrator is authorized under the Plan, in its sole discretion, to grantStock Appreciation Rights to Participants.

## **7.8          Grant Price**

The grant price ofa Stock Appreciation Right shall be as determined by the Plan Administrator,but shall not be less than 100% of the Fair Market Value of a share of CommonStock on the Grant Date.

## **7.9          Term of Stock Appreciation Rights**

The term of eachStock Appreciation Right shall be as established by the Plan Administrator andshall not exceed ten years from the Grant Date.

**7.10        Exercise of Stock Appreciation Rights**

The PlanAdministrator shall establish and set forth in each instrument that evidences aStock Appreciation Right the time or times at which the Stock Appreciation Rightmay be exercised in whole or in part. The payment upon exercise of the Stock Appreciation Right may be incash, shares of Common Stock or any combination thereof, or in any other mannerapproved by the Plan Administrator in its sole discretion.  The Plan Administrator’s determination as tothe form of settlement shall be set forth in the instrument that evidences theStock Appreciation Right.

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**7.11        Post –Termination Stock AppreciationRight Exercises**

ThePlan Administrator shall establish and set forth in each instrument thatevidences a Stock Appreciation Right whether the Stock Appreciation Right shallcontinue to be exercisable, and the terms and conditions of such exercise, if aParticipant ceased to be employed by, or to provide services to, the Company orits Related Corporations, which provisions may be waived or modified by thePlan Administrator at any time.  If notso established in the instrument evidencing the Stock Appreciation Right, theStock Appreciation Right shall be exercisable according to the terms andconditions set forth in Section 7.6, which may be waived or modified by thePlan Administrator at any time.

# **SECTION 8.  INCENTIVE STOCKOPTION LIMITATIONS**

To the extentrequired by Section 422 of the Code, Incentive Stock Options shall besubject to the following additional terms and conditions:

## **8.1          Dollar Limitation**

To the extent theaggregate Fair Market Value (determined as of the Grant Date) of Common Stockwith respect to which Incentive Stock Options are exercisable for the firsttime during any calendar year (under the Plan and all other stock option plansof the Company) exceeds $100,000, such portion in excess of $100,000 shall betreated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that becomeexercisable for the first time in the same calendar year, such limitation shallbe applied on the basis of the order in which such Options are granted.

## **8.2          More Than 10% Stockholders**

If an individualowns more than 10% of the total combined voting power of all classes of thestock of the Company or of its parent or subsidiary corporations, then theexercise price per share of an Incentive Stock Option granted to suchindividual shall not be less than 110% of the Fair Market Value of the CommonStock on the Grant Date and the Option Term shall not exceed five years.  The determination of more than 10% ownershipshall be made in accordance with Section 422 of the Code.

## **8.3          Eligible Employees**

Individuals whoare not employees of the Company or one of its parent corporations orsubsidiary corporations may not be granted Incentive Stock Options.

## **8.4          Term**

Subject to Section8.2, the Option Term shall not exceed ten years.

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## **8.5          Exercisability**

An Optiondesignated as an Incentive Stock Option shall cease to qualify for favorabletax treatment as an Incentive Stock Option to the extent it is exercised (ifpermitted by the terms of the Option) (a) more than three months after theTermination Date for reasons other than death or Disability, (b) more than oneyear after the Termination Date by reason of Disability, or (c) after theParticipant has been on leave of absence for more than 90 days, unless theParticipant’s reemployment rights are guaranteed by statute or contract.

## **8.6          Taxation of Incentive Stock Options**

In order to obtaincertain tax benefits afforded to Incentive Stock Options under Section 422of the Code, the Participant must hold the shares issued upon the exercise ofan Incentive Stock Option for two years after the Grant Date and one year fromthe date of exercise.  A Participant maybe subject to the alternative minimum tax at the time of exercise of anIncentive Stock Option.  The Participantshall give the Company prompt notice of any disposition of shares acquired bythe exercise of an Incentive Stock Option prior to the expiration of suchholding periods.

## **8.7          Stockholder Approval**

If thestockholders of the Company do not approve the Plan within 12 months after theBoard of Director’s adoption of the Plan, any Incentive Stock Options willbecome Nonqualified Stock Options.

**8.8****                               CodeDefinitions**

For purposes of thisSection 8, “parent corporation,” “subsidiary corporation” and “Disability”shall have the meanings attributed to those terms for purposes of Section 422of the Code.

# **SECTION 9.  STOCK AWARDS**

## **9.1          Grant of Stock Awards**

The PlanAdministrator is authorized to make Awards of Common Stock or Awardsdenominated in units of Common Stock, including but not limited to Awards ofrestricted stock, restricted stock units, performance awards or performanceunits and stock bonuses, on such terms and conditions and subject to suchrestrictions, if any (which may be based on continuous service with the Companyor the achievement of performance goals), as the Plan Administrator shalldetermine, in its sole discretion, which terms, conditions and restrictionsshall be set forth in the instrument evidencing the Award.  The terms, conditions and restrictions thatthe Plan Administrator shall have the power to determine shall include, withoutlimitation, the manner in which shares subject to Stock Awards are held duringthe periods they are subject to restrictions and the circumstances under whichforfeiture of the Stock Award shall occur by reason of termination of theParticipant’s employment or service relationship.

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## **9.2          Issuance of Shares**

Upon thesatisfaction of any terms, conditions and restrictions prescribed in respect toa Stock Award, or upon the Participant’s release from any terms, conditions andrestrictions of a Stock Award, as determined by the Plan Administrator, theCompany shall release, as soon as practicable, to the Participant or, in thecase of the Participant’s death, to the personal representative of theParticipant’s estate or as the appropriate court directs, the appropriate numberof shares of Common Stock.

## **9.3          Waiver of Restrictions**

Notwithstandingany other provisions of the Plan, the Plan Administrator may, in its solediscretion, waive the forfeiture period and any other terms, conditions orrestrictions on any Stock Award under such circumstances and subject to suchterms and conditions as the Plan Administrator shall deem appropriate.

**9.4          Performance Criteria; Section 162(m)**

The PlanAdministrator is authorized under the Plan, in its sole discretion, to issueAwards, in any form permitted under the Plan, under which the grant, issuance,retention, vesting and/or transferability of any Award is subject to theattainment of such performance criteria and such additional terms or conditionsas the Plan Administrator may designate.

The PlanAdministrator shall also have the authority to grant Awards to Participantsthat are intended to satisfy the performance-based compensation requirements ofSection 162(m) of the Code, including the attainment of pre-established goalsbased upon Qualifying Performance Criteria, the martial terms of which havebeen disclosed to and approved by the stockholders of the Company.

“QualifyingPerformance Criteria” shall mean one or more of the following performancecriteria applied to the individual, the Company as a whole, a RelatedCorporation, a business unit, or any combination thereof, and measured eitherannually or cumulatively over a period of years, on an absolute basis orrelative to a pre-established target, to a previous year’s results or to adesignated comparison group, in each case as specified by the PlanAdministrator in the Award agreement: (i) revenue, (ii) earnings beforeinterest, taxes, depreciation and amortization (EBITDA), (iii) operatingexpenses, (iv) operating profit or operating margins, (v) earnings per share,(vi) stock price, (vii) cash flow, (viii) financing, (ix) contract settlements,(x) satellite launches, (xi) strategic partnerships, (xii) market share, and(xiii) regulatory achievements, subject to adjustment by the Plan Administratorto remove the effect of charges for restructurings, discontinued operations,extraordinary items and all items of gain, loss or expense determined to beextraordinary or unusual in nature or infrequent in occurrence, related to thedisposal of a segment or a business, or related to a change in accountingprinciple or otherwise.

For Awardsintended to satisfy the requirements of Section 162(m) of the Code forqualifying performance-based compensation, the Plan Administrator shalldesignate the Qualifying Performance Criteria and establish the objectiveperformance goals in writing not later than 90 days after the beginning of theapplicable performance period, or any other period 

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permitted under Section162(m).  The Plan Administrator must certifyin writing prior to payment of the compensation subject to the Award the extentto which the pre-established performance goals and any other material termshave been satisfied.

# **SECTION 10.  WITHHOLDING**

The Company mayrequire the Participant to pay to the Company the amount of any withholdingtaxes that the Company is required to withhold with respect to the grant,vesting or exercise of any Award. Subject to the Plan and applicable law, the Plan Administrator may, inits sole discretion, permit the Participant to satisfy withholding obligations,in whole or in part, (a) by paying cash, (b) by electing to have theCompany withhold shares of Common Stock (up to the employer’s minimum requiredtax withholding rate) or (c) by transferring to the Company shares ofCommon Stock (already owned by the Participant for the period necessary toavoid a charge to the Company’s earnings for financial reporting purposes), insuch amounts as are equivalent to the Fair Market Value of the withholdingobligation.  The Company shall have theright to withhold from any Award or any shares of Common Stock issuablepursuant to an Award or from any cash amounts otherwise due or to become duefrom the Company to the Participant an amount equal to such taxes (up to theemployer’s minimum required tax withholding rate).  The Company may also deduct from any Awardany other amounts due from the Participant to the Company or a RelatedCorporation.

# **SECTION 11.  TRANSFERABILITY**

Awards grantedunder the Plan and any interest therein may not be assigned, pledged ortransferred by the Participant and may not be made subject to attachment orsimilar proceedings otherwise than by will or by the applicable laws of descentand distribution, and, during the Participant’s lifetime, such Awards may beexercised only by the Participant. Notwithstanding the foregoing, and to the extent permitted bySection 422 of the Code with respect to incentive stock options, the PlanAdministrator, in its sole discretion, may permit such assignment, transfer andexercisability and may permit a Participant to designate a beneficiary who mayexercise the Award or receive payment under the Award after the Participant’sdeath; provided, however, that any Award so assigned or transferred shall besubject to all the same terms and conditions contained in the instrumentevidencing the Award.

# **SECTION 12.  ADJUSTMENTS**

## **12.1        Adjustment of Shares**

In the event that,at any time or from time to time, a stock dividend, stock split, spin-off,combination or exchange of shares, recapitalization, merger, consolidation,distribution to stockholders other than a normal cash dividend, or other changein the Company’s corporate or capital structure results in (a) theoutstanding shares, or any securities exchanged therefor or received in theirplace, being exchanged for a different number or kind of securities of theCompany or of any other corporation or (b) new, different or additionalsecurities of the Company or of any other corporation being received by theholders of shares of Common Stock of the Company, then the Plan Administratorshall make proportional adjustments in (i) the maximum number and kind ofsecurities subject to the Plan, issuable to any one Participant and

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issuable as IncentiveStock Options as set forth in Section 4 and (ii) the number and kindof securities that are subject to any outstanding Award and the per share priceof such securities, without any change in the aggregate price to be paidtherefor.  The determination by the PlanAdministrator as to the terms of any of the foregoing adjustments shall beconclusive and binding.  Notwithstandingthe foregoing, a dissolution or liquidation of the Company or a CorporateTransaction shall not be governed by this Section 12.1 but shall begoverned by Sections 12.2 and 12.3, respectively.

## **12.2        Dissolution or Liquidation**

To the extent notpreviously exercised or settled, and unless otherwise determined by the PlanAdministrator in its sole discretion, Options, Stock Appreciation Rights andStock Awards denominated in units shall terminate immediately prior to thedissolution or liquidation of the Company. To the extent a forfeiture provision or repurchase right applicable toan Award has not been waived by the Plan Administrator, the Award shall beforfeited immediately prior to the consummation of the dissolution orliquidation.

## **12.3        Corporate Transaction**

### **12.3.1     Optionsand Stock Appreciation Rights**

(a)           In the event of a CorporateTransaction as defined in Section 2 in clause (a) or (b), except as otherwiseprovided in the instrument evidencing the Award, each outstanding Option andStock Appreciation Right shall be assumed or continued or an equivalent optionor right substituted by the surviving corporation, the successor corporation orits parent corporation, as applicable (the “Successor Corporation”).

(b)           In the event that the SuccessorCorporation refuses to assume, continue or substitute the Option or StockAppreciation Right, or in the event of a Corporate Transaction as defined inSection 2 in clause (c), the Participant shall fully vest in and have the rightto exercise the Option or Stock Appreciation Right as to all of the shares ofCommon Stock subject thereto, including shares as to which the Option or StockAppreciation Right would not otherwise be vested or exercisable.  In such case, the Plan Administrator shallnotify the Participant in writing or electronically that the Option or StockAppreciation Right shall be fully vested and exercisable for a specified timeperiod after the date of such notice, and the Option or Stock AppreciationRight shall terminate upon the expiration of such period, in each caseconditioned on the consummation of the Corporate Transaction.

(c)           For the purposes of thisSection 12.3, the Option or Stock Appreciation Right shall be consideredassumed, continued or substituted if, following the Corporate Transaction, theoption or right confers the right to purchase or receive, for each share ofCommon Stock subject to the Option or Stock Appreciation Right, immediatelyprior to the Corporate Transaction, the consideration (whether stock, cash, orother securities or property) received in the Corporate Transaction by holdersof Common Stock for each share held on the effective date of the transaction(and if holders were offered a choice of consideration, the type ofconsideration chosen by the holders of a majority of the outstanding shares);provided, however, that if such consideration received in the CorporateTransaction is not solely common stock of 

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the Successor Corporation,the Plan Administrator may, with the consent of the Successor Corporation,provide for the consideration to be received upon the exercise of the Option orStock Appreciation Right, for each share of Common Stock subject thereto, to besolely common stock of the Successor Corporation equal in fair market value tothe per share consideration received by holders of Common Stock in theCorporate Transaction.  The determinationof such substantial equality of value of consideration shall be made by thePlan Administrator and its determination shall be conclusive and binding.

(d)           All Options and Stock AppreciationRights shall terminate and cease to remain outstanding immediately followingthe consummation of the Corporate Transaction, except to the extent assumed bythe Successor Corporation.

### **12.3.2     Stock Awards**

In the event of aCorporate Transaction, except as otherwise provided in the instrumentevidencing the Award, the vesting of shares subject to Stock Awards shallaccelerate, and the forfeiture provisions to which such shares are subjectshall lapse, if and to the same extent that the vesting of outstanding Optionsor Stock Appreciation Rights accelerates in connection with the CorporateTransaction.  If unvested Options orStock Appreciation Rights are to be assumed, continued or substituted by aSuccessor Corporation without acceleration upon the occurrence of a CorporateTransaction, the forfeiture provisions to which such Stock Awards are subjectshall continue with respect to shares of the Successor Corporation that may beissued in exchange for such shares.

## **12.4        Further Adjustment of Awards**

Subject toSections 12.1 and 12.2, the Plan Administrator shall have the discretion,exercisable at any time before a Corporate Transaction or other sale, merger, consolidation,reorganization, liquidation or change in control of the Company, as defined bythe Plan Administrator, to take such further action as it determines to benecessary or advisable, and fair and equitable to the Participants, withrespect to Awards.  Such authorizedaction may include (but shall not be limited to) establishing, amending orwaiving the type, terms, conditions or duration of, or restrictions on, Awardsso as to provide for earlier, later, extended or additional time for exercise,lifting restrictions and other modifications, and the Plan Administrator maytake such actions with respect to all Participants, to certain categories ofParticipants or only to individual Participants.  The Plan Administrator may take such actionbefore or after granting Awards to which the action relates and before or afterany public announcement with respect to such sale, merger, consolidation,reorganization, liquidation or change in control that is the reason for suchaction.

## **12.5        Limitations**

The grant ofAwards shall in no way affect the Company’s right to adjust, reclassify,reorganize or otherwise change its capital or business structure or to merge,consolidate, dissolve, liquidate or sell or transfer all or any part of itsbusiness or assets.

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## **12.6        Fractional Shares**

In the event of any adjustment in the number of shares covered by anyAward, each such Award shall cover only the number of full shares resultingfrom such adjustment.

# **SECTION 13.  MARKET STANDOFF**

In connection withany underwritten public offering by the Company of its equity securitiespursuant to an effective registration statement filed under the Securities Act,including the Company’s initial public offering, a person shall not sell, makeany short sale of, loan, hypothecate, pledge, grant any option for the purchaseof, or otherwise dispose of or transfer for value or otherwise agree to engagein any of the foregoing transactions with respect to any shares issued pursuantto an Award granted under the Plan without the prior written consent of theCompany or its underwriters.  Suchlimitations shall be in effect for such period of time as may be requested bythe Company or such underwriters and agreed to by the Company’s officers anddirectors with respect to their shares; provided, however, that in no eventshall such period exceed 180 days.  Thelimitations of this paragraph shall in all events terminate two years after theeffective date of the Company’s initial public offering.  Holders of shares issued pursuant to an Awardgranted under the Plan shall be subject to the market standoff provisions ofthis paragraph only if the officers and directors of the Company are alsosubject to similar arrangements.

In the event ofany stock split, stock dividend, recapitalization, combination of shares,exchange of shares or other change affecting the Company’s outstanding CommonStock effected as a class without the Company’s receipt of consideration, anynew, substituted or additional securities distributed with respect to thepurchased shares shall be immediately subject to the provisions of thisSection 13, to the same extent the purchased shares are at such timecovered by such provisions.

In order toenforce the limitations of this Section 13, the Company may imposestop-transfer instructions with respect to the purchased shares until the endof the applicable standoff period.

# **SECTION 14.  AMENDMENT ANDTERMINATION OF PLAN**

## **14.1        Amendment of Plan**

The Plan may beamended only by the Board in such respects as it shall deem advisable;provided, however, that to the extent required for compliance withSection 422 of the Code or any applicable law or regulation, stockholderapproval shall be required for any amendment that would (a) increase thetotal number of shares available for issuance under the Plan, (b) modifythe class of employees eligible to receive Options, or (c) otherwiserequire stockholder approval under any applicable law or regulation.  Any amendment made to the Plan that wouldconstitute a “modification” to Incentive Stock Options outstanding on the dateof such amendment shall not, without the consent of the Participant, beapplicable to such outstanding Incentive Stock Options but shall haveprospective effect only.  Notwithstandingthe foregoing, any adjustments made pursuant to Section 12 shall not besubject to these restrictions.

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## **14.2        Termination of Plan**

The Board maysuspend or terminate the Plan at any time. Unless terminated earlier by the Board, the Plan shall terminateautomatically on April 23, 2017.  Afterthe Plan is terminated, no Awards may be granted.  Awards outstanding at the time the Plan isterminated shall remain outstanding in accordance with the terms and conditionsof the Plan and the instruments evidencing the terms of the Awards.

## **14.3        Consent of Participant**

Except asotherwise may be required under Section 14.4, the amendment or termination ofthe Plan or the amendment of an outstanding Award shall not, without theParticipant’s consent, impair or diminish any rights or obligations under anyAward theretofore granted to the Participant under the Plan.  Any change or adjustment to an outstandingIncentive Stock Option shall not, without the consent of the Participant, bemade in a manner so as to constitute a “modification” that would cause suchIncentive Stock Option to fail to continue to qualify as an Incentive StockOption.  Notwithstanding the foregoing,any adjustments made pursuant to Section 12 shall not be subject to theserestrictions.

**14.4        Section 409A**

Notwithstandinganything in this Plan to the contrary, the Plan and Awards made under the Planare intended to avoid the imposition of an additional tax that may be imposedunder Section 409A of the Code.  If anyPlan provision or Award under the Plan would result in the additional tax underSection 409A of the Code, the Company and the Participant intend that the Planprovision or Award will be reformed to avoid imposition, to the extentpossible, of the applicable tax and no action taken to comply with Section 409Aof the Code shall be deemed to adversely affect the Participant’s rights to anAward.  The Participant further agreesthat the Plan Administrator, in the exercise of its sole discretion and withoutthe consent of the Participant, may amend or modify an Award in any manner anddelay the payment of any amounts payable pursuant to an Award to the minimumextent necessary to meet the requirements of Section 409A of the Code.

# **SECTION 15.  GENERAL**

## **15.1        Evidence of Awards**

Awards grantedunder the Plan shall be evidenced by a written instrument that shall containsuch terms, conditions, limitations and restrictions as the Plan Administratorshall deem advisable and that are not inconsistent with the Plan.

## **15.2        No Individual Rights**

Nothing in thePlan or any Award granted under the Plan shall be deemed to constitute anemployment contract or confer or be deemed to confer on any Participant anyright to continue in the employ of, or to continue any other relationship with,the Company or any Related

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Corporation or limit inany way the right of the Company or any Related Corporation to terminate aParticipant’s employment or other relationship at any time, with or withoutCause.

***Neither a Participant nor any other person shall, by reasonof participation in the Plan, acquire any right in or title to any assets,funds or property of the Company or any Related Corporation whatsoeverincluding, without limitation, any specific funds, assets or other propertywhich the Company or any Related Corporation, in its or their sole discretion,may set aside in anticipation of a liability under the Plan.  A Participant shall have only a contractualright to the Common Stock or amounts, if any, payable under the Plan, unsecuredby any assets of the Company or any Related Corporation, and nothing containedin the Plan shall constitute a representation of guarantee that the assets ofthe Company or any Related Corporation shall be sufficient to pay any benefitsto any person.***

***Nothing in this Plan nor in any agreement evidencing anAward shall confer upon any eligible employee or Participant any promise orcommitment by the Company or a Related Corporation regarding future positions,future work assignments, future compensation or any other term or condition oremployment or affiliation.***

***The Company, in establishing and maintaining this Plan as avoluntary and unilateral undertaking, expressly disavows the creation of anyrights in eligible employees, Participants or others claiming entitlement underthe Plan or any obligations on the part of the Company, any Related Corporationor the Plan Administrator, except as expressly provided herein.  In particular, no third party beneficiaryrights shall be created under the Plan. Without limiting the generality of the foregoing, the Company disavowsany undertaking to maintain the tax-qualified status of Options designated asIncentive Stock Options or to assure the tax treatment of any particular award,including the deferral or transfer of any Award benefits, as may be permittedby the Plan Administrator.***

## **15.3        Issuance of Shares**

Notwithstandingany other provision of the Plan, the Company shall have no obligation to issueor deliver any shares of Common Stock under the Plan or make any otherdistribution of benefits under the Plan unless such issuance, delivery ordistribution would comply with all applicable laws (including, withoutlimitation, the requirements of the Securities Act), and the applicablerequirements of any securities exchange or similar entity.

The Company shallbe under no obligation to any Participant to register for offering or resale orto qualify for exemption under the Securities Act, or to register or qualifyunder state or foreign securities laws, any shares of Common Stock, security orinterest in a security paid or issued under, or created by, the Plan, or tocontinue in effect any such registrations or qualifications if made.  The Company may issue certificates for shareswith such legends and subject to such restrictions on transfer and stop-transferinstructions as counsel for the Company deems necessary or desirable forcompliance by the Company with federal, state and foreign securities laws.

To the extent thatthe Plan or any instrument evidencing an Award provides for issuance of stockcertificates to reflect the issuance of shares of Common Stock, the issuancemay be 

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effected on anoncertificated basis, to the extent not prohibited by applicable law or theapplicable rules of any stock exchange. As a condition to the exercise of an Option or any other receipt ofCommon Stock pursuant to an Award under the Plan, the Company may require (i)the Participant to represent and warrant at the time of any such exercise orreceipt that such shares are being purchased or received only for theParticipant’s own account and without any present intention to sell ordistribute such shares and (ii) such other action or agreement by theParticipant as may from time to time be necessary to comply with the foreign,federal and state securities laws.  Atthe option of the Company, a stop-transfer order against any such sharesmay be placed on the official stock books and records of the Company, and alegend indicating that such shares may not be pledged, sold or otherwisetransferred, unless an opinion of counsel is provided (concurred in by counselfor the Company) stating that such transfer is not in violation of anyapplicable law or regulation, may be stamped on stock certificates to ensureexemption from registration.  The PlanAdministrator may also require the Participant to execute and deliver to theCompany a purchase agreement or such other agreement as may be in use by theCompany at such time that describes certain terms and conditions applicable tothe shares.

## **15.4        No Rights as a Stockholder**

No Option, StockAppreciation Right, or Stock Award denominated in units shall entitle theParticipant to any cash dividend, voting or other right of a stockholder unlessand until the date of issuance under the Plan of the shares that are thesubject of such Award.

## **15.5        Compliance With Laws and Regulations**

Notwithstanding anythingin the Plan to the contrary, the Plan Administrator, in its sole discretion,may bifurcate the Plan so as to restrict, limit or condition the use of anyprovision of the Plan to Participants who are officers or directors subject toSection 16 of the Exchange Act without so restricting, limiting orconditioning the Plan with respect to other Participants.  Additionally, in interpreting and applyingthe provisions of the Plan, any Option granted as an Incentive Stock Optionpursuant to the Plan shall, to the extent permitted by law, be construed as an “incentivestock option” within the meaning of Section 422 of the Code.

## **15.6        Participants in Foreign Countries**

The PlanAdministrator shall have the authority to adopt such modifications, proceduresand subplans as may be necessary or desirable to comply with provisions of thelaws of foreign countries in which the Company or its Related Corporations mayoperate to assure the viability of the benefits from Awards granted toParticipants employed in such countries and to meet the objectives of the Plan.

## **15.7        No Trust or Fund**

The Plan isintended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate anymonies or other property, or shares of Common Stock, or to create any trusts,or to make any special deposits for any immediate or deferred amounts payableto any Participant, and no Participant shall have any rights that are greaterthan those of a general unsecured creditor of the Company.

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## **15.8        Severability**

If any provisionof the Plan or any Award is determined to be invalid, illegal or unenforceablein any jurisdiction, or as to any person, or would disqualify the Plan or anyAward under any law deemed applicable by the Plan Administrator, such provisionshall be construed or deemed amended to conform to applicable laws, or, if itcannot be so construed or deemed amended without, in the Plan Administrator’sdetermination, materially altering the intent of the Plan or the Award, suchprovision shall be stricken as to such jurisdiction, person or Award, and theremainder of the Plan and any such Award shall remain in full force and effect.

## **15.9        Choice of Law**

The Plan and alldeterminations made and actions taken pursuant hereto, to the extent nototherwise governed by the laws of the United States, shall be governed by thelaws of the State of Washington without giving effect to principles ofconflicts of laws.

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