EX-10.1



 Exhibit 10.1 

 

					
	 February 25, 2013
  

David H. Rinn
 Seattle, WA 98112
	 		  	 Pendrell Corporation
 2300
Carillon Point
 Kirkland, WA 98033

Tel 425 278-7100
 Fax 425
278-7101


 Dear David, 

On behalf of Pendrell Corporation (together with its subsidiaries and affiliates, “Pendrell”) I am pleased to offer you the exempt position of
Vice President, Chief Financial Officer and Principal Financial and Accounting Officer reporting to Pendrell’s Chief Executive Officer under the terms of this employment letter (“Employment Letter”) beginning on March 11, 2013.
As an officer of Pendrell, all terms and conditions of your employment are subject to approval by Pendrell’s Compensation Committee. 

During the course of your employment with Pendrell, you will dedicate full time and efforts to Pendrell to fulfill your duties and obligations; provided
that, nothing herein will prevent you from (i) participating in industry, trade, professional, charitable and community activities (ii) serving on corporate, civic or charitable boards or committees as mutually agreed by us and you, and (iii)
managing your personal investments and affairs, in each case so long as such activities do not conflict with Pendrell’s interests or interfere with the effective performance of your responsibilities to Pendrell. 

Base Salary and Performance Bonus 
 As a
full-time employee in this exempt position your compensation will be calculated at a rate equal to an annual salary of $350,000 (less payroll taxes and required withholdings) paid semi-monthly subject to any increase approved by the Pendrell
Compensation Committee. You will also be eligible for an annual discretionary bonus of up to 50% of your annual base salary based on performance criteria as approved by Pendrell’s Compensation Committee and contingent upon your continuous
service with the company through the date any bonus is paid. Your 2013 performance bonus will be prorated based on your date of hire. 

Stock Awards 
 You will receive an option
to purchase 600,000 shares of the Class A common stock of PCO (“Stock Option”) with an expected date of grant of March 15, 2013. Your stock options will have exercise price equal to the closing price of PCO stock on March 15, 2013 and will
vest over a four-year period, with twenty-five percent (25%) vesting on each of the first, second, third, and fourth anniversaries of the grant date. 
 You will also receive 200,000 restricted stock units of PCO Class A common stock (“Restricted Stock Units”) with an expected date of grant of March 15, 2013. Your restricted stock units will
vest over a four-year period, with twenty-five percent (25%) vesting on each of the first, second, third, and fourth anniversaries of the grant date. 
 You will also receive 150,000 restricted stock units of PCO Class A common stock (“Restricted Stock Units”) with an expected date of grant of March 15, 2013, of which twenty-five percent (25%)
will vest when both of the following have occurred: (i) the average closing price of PCO Class A common stock, measured over a 20-day trading period, has hit or exceeded $3.00 per share (the “Initial Price Trigger”), and (ii) an
anniversary date of the grant date has occurred (the “Anniversary Date”). An additional 25% will vest when both the Initial Price Trigger and a subsequent Anniversary Date have occurred, such that all shares will be vested after both the
Initial Price Trigger and the fourth Anniversary Date have occurred. If the Initial Price Trigger is not achieved by the fifth Anniversary Date, then none of the shares will vest. 







 You will also receive 150,000 restricted stock units of PCO Class A common stock (“Restricted Stock
Units”) with an expected date of grant of March 15, 2013, of which twenty-five percent (25%) will vest when both of the following have occurred: (i) the average closing price of PCO Class A common stock, measured over a 20-day trading period,
has hit or exceeded $6.00 per share (the “Initial Price Trigger”), and (ii) an anniversary date of the grant date has occurred (the “Anniversary Date”). An additional 25% will vest when both the Initial Price Trigger and a
subsequent Anniversary Date have occurred, such that all shares will be vested after both the Initial Price Trigger and the fourth Anniversary Date have occurred. If the Initial Price Trigger is not achieved by the fifth Anniversary Date, then none
of the shares will vest. 
 Stock awards are subject to approval by the Compensation Committee of Pendrell’s Board and the terms and
conditions of their respective plan agreements. 
 Employee Proprietary Information and Inventions Agreement 

In exchange for the consideration of your employment, you agree to execute and abide by the terms of the enclosed Pendrell Employee Intellectual
Property Agreement (“Agreement”) without modification, a copy of which is enclosed. 
 Benefits/Time Off/Expenses

 You will be eligible for standard company benefits under the applicable company plans. The amount and extent of benefits to which you are
entitled will be governed by the specific benefit plan, as it may be amended from time to time. As an Officer of Pendrell, you will be eligible for coverage under the company’s Directors and Officers (D&O) insurance plans. You will accrue
20 days of paid time off per year. Such paid time off will be taken at such times as determined by you, subject to the reasonable business needs of Pendrell. Pendrell will reimburse you for reasonable business expenses and other disbursements paid
by you in the performance of your duties and responsibilities in accordance with Pendrell’s policies. 
 Employment At Will

 By signing this Employment Letter, you understand and agree that your employment will continue at-will. Therefore, your employment can
terminate, with or without cause, and with or without notice, at any time, at your option or Pendrell’s option, and Pendrell can terminate or change all other terms and conditions of your employment, with or without cause, and with or without
notice, at any time, in all cases subject to the other terms and conditions of this Employment Letter. This at-will relationship will remain in effect throughout your employment with Pendrell or any of its parents, subsidiaries or affiliates. The
at-will nature of your employment, as set forth in this paragraph, can be modified only by a written agreement signed by both Pendrell and you which expressly alters it. This at-will relationship may not be modified by any oral or implied agreement,
or by any policies, practices or patterns of conduct. 
 Other Terms of Employment 

Subsequent to receipt of this signed offer letter and as a further condition for employment, Pendrell conducts a reference/background check on prospective
employees. Pendrell reserves the right to rescind the offer set forth in this letter based on the results of such screenings and may do so in its sole discretion. By your signature below you authorize Pendrell to conduct this reference / background
check. This offer is also conditioned on your ability to provide satisfactory documentary proof of your identity and right to work in the United States of America on your first day of employment. 

Arbitration of Claims 
 You hereby
acknowledge and agree that all disputes concerning your employment with Pendrell, the termination thereof, the breach by either party of the terms of this Employment Letter or any other matters relating to or arising from your employment (with the
exception of those excluded from arbitration by statute), will be resolved in binding arbitration in a proceeding in Kirkland, WA administered by and under the rules and regulations of National Rules for the Resolution of Employment Disputes of the
American Arbitration Association. This means that the parties agree to waive their rights to have such disputes or claims decided in court by a jury. Instead, such disputes or claims will be resolved by an impartial AAA arbitrator. Both parties and
the arbitrator will treat the arbitration process and the activities that occur in the proceedings as confidential. 







 The arbitration procedure will afford you and Pendrell the full range of statutory remedies. Pendrell and
you will be entitled to discovery sufficient to adequately arbitrate any covered claims, including access to essential documents and witnesses, as determined by the arbitrator and subject to limited judicial review. In order for any judicial review
of the arbitrator’s decision to be successfully accomplished, the arbitrator will issue a written decision that will decide all issues submitted and will reveal the essential findings and conclusions on which the award is based. The party that
is not the substantially prevailing party, which determination shall be made by the arbitrator in the event of ambiguity, shall be responsible for paying for the arbitration filing fee and the arbitrator’s fees. 

Nothing contained in this section will limit Pendrell’s or your right to seek relief in any court of competent jurisdiction in respect of the
matters set forth in the “Pendrell’s Employee Proprietary Information and Inventions Agreement.” We specifically agree that disputes under the “Pendrell Employee Proprietary Information and Inventions Agreement” will not be
subject to arbitration unless both parties mutually agree to arbitrate such disputes. 
 Expiration of Offer: 

Please indicate your acceptance of this offer by signing below and returning it to the attention of DJ Allenby by February 26, 2013 after which time
the offer will expire. By signing and accepting this offer, you represent and warrant that (i) you are not subject to any pre-existing contractual or other legal obligation with any person, company or business enterprise which may be an impediment
to your employment with, or your providing services to Pendrell as its employee; and (ii) you have not and shall not bring confidential or proprietary information of another person, company or business enterprise to whom you previously provided
services. 
 Entire Agreement 

This Employment Letter, any restricted stock and stock option agreement between you and Pendrell, and the Pendrell Employee Intellectual Property
Agreement constitute the entire agreement, arrangement and understanding between you and Pendrell on the nature and terms of your employment with the company. This Employment Letter supersedes any prior or contemporaneous agreement, arrangement
or understanding on this subject matter between you and Pendrell. By executing this Employment Letter as provided below, you expressly acknowledge the termination of any such prior agreement, arrangement or understanding. Also, by your execution of
this Employment Letter, you affirm that no one has made any written or verbal statement that contradicts the provisions of this Employment Letter. In the event of any inconsistency between the terms contained in the Employment Letter and the terms
contained in any restricted stock or stock option agreement between you and Pendrell, the terms contained in this Employment Letter will control, and the provisions regarding vesting or termination contained in your restricted stock and stock option
agreements will be superseded by the provisions of this Employment Letter to the extent of any conflict. In addition, the covenants contained in the Pendrell Employee Intellectual Property Agreement will also supersede the provisions of any
other similar covenant contained in your restricted stock and stock option agreement to the extent of any conflict. This Employment Letter may be executed in counterparts, each of which (including any signature transmitted via facsimile or email)
shall be deemed to be an original, and all of which together shall constitute one instrument. 
 Except as otherwise specified in this
Employment Letter, the terms and conditions of your employment pursuant to this letter may not be modified in any way except by a writing from Pendrell’s Chief Executive Officer. 
 We hope that you will accept this offer and look forward to working with you. 
  

									
	Signature of Acceptance	 		  	Sincerely,	  	
				
		 		  	Pendrell Corporation	  	
				
	 /s/ David H. Rinn
	 		  	 /s/ Robert S. Jaffe
	  	
	By: David H. Rinn	 		  	By: Robert S. Jaffe	  	
	Date: February 25, 2013	 		  	       General Counsel