EMPLOYMENT AGREEMENT


 


Donald L. Thoma


 


EMPLOYMENT AGREEMENT
(the “Agreement”), dated as of December 31, 2010 (the “Effective Date”), by
and between Iridium Satellite LLC, a Delaware limited liability company (the “Company”, and together
with Iridium Communictions Inc. and its other subsidiaries, the “Company Group”), and Donald L. Thoma (“Executive”
and, together with the Company, the “Parties”). This Agreement supersedes and replaces in its entirety
the offer letter between Executive and Iridium Satellite LLC dated May 10, 2001 (the “Offer Letter”).


 


WHEREAS, the
Company desires to continue to employ Executive pursuant to the terms, provisions and conditions set forth in this Agreement;


 


WHEREAS, Executive
desires to continue to be employed on the terms hereinafter set forth in this Agreement; and


 


WHEREAS, Executive
acknowledges that (i) Executive’s employment with the Company will provide Executive with trade secrets of, and confidential
information concerning, the Company Group; and (ii) the covenants contained in this Agreement are essential to protect the business
and goodwill of the Company Group.


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants herein contained, the Parties hereby agree as follows:


 


1.                 
At-Will Employment. Executive shall continue to be employed by the Company on an at-will basis, meaning either the Company
or Executive may terminate Executive’s employment at any time, with or without Cause or advanced notice. Executive’s
rights to compensation following a termination of employment shall be only as set forth in Section 8 below.


 






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2.                 
Position and Duties. Executive shall serve as the Company’s Executive Vice President, Marketing. Executive shall
perform such duties of an executive, managerial and reporting nature customary to such position, and as reasonably assigned to
him, from time to time, by the Company’s Chief Executive Officer (the “CEO”), to whom Executive
shall report. Executive shall devote Executive’s full business time and attention to the performance of Executive’s
duties hereunder and shall not engage in any other business, profession or occupation for compensation or otherwise which would
conflict or interfere with the rendition of such services, either directly or indirectly; provided, that nothing herein
shall preclude Executive from (i) with the prior written consent of the Board, serving on the board of directors of other for-profit
companies that do not compete with the Company, (ii) serving on civic or charitable boards or committees, and (iii) managing
personal investments, so long as all such activities described in (i) through (iii) herein do not materially interfere with the
performance of Executive’s duties and responsibilities under this Agreement.


 


3.                 
Cash Compensation.


 


(a)              
Base Salary. Executive’s initial base salary under this Agreement shall be earned at a rate of $275,000.00 on
an annual basis (or $11,458.34 on a semi-monthly basis) (the “Base Salary”), less standard payroll deductions
and withholdings. Executive shall be paid in accordance with Company practice and policy. Executive’s Base Salary shall be
reviewed and adjusted from time to time by the Board or a duly authorized committee.


 


(b)              
Annual Bonus. Subject to the achievement of the applicable performance goals determined by the Company and Executive’s
continued service through the bonus payment date, Executive shall be eligible to earn an annual bonus (the “Annual
Bonus”) with a target amount equal to sixty percent (60%) of the Base Salary (the “Target Bonus”).
If Executive leaves the employ of the Company prior to payment of any Annual Bonus, he is not eligible for an annual bonus, prorated
or otherwise, except as expressly contemplated in Section 8 below. The Annual Bonus earned for any given year shall be paid to
Executive on the date on which annual bonuses are paid to all other senior executives of the Company, but in no event later than
March 15 of the year following the year in which Executive’s right to the Annual Bonus is no longer subject to a substantial
risk of forfeiture, so as to comply with Treasury Regulation Section 1.409A-1(b)(4).


 


4.                 
Employee Benefits. Executive shall be eligible to participate in the employee benefit plans and programs of the Company
Group on a basis no less favorable than such benefits are provided by the Company Group from time to time to the Company Group’s
other senior executives.


 


5.                 
Vacation. Executive shall be eligible to accrue up to four (4) weeks paid vacation during each year. Executive shall
also be entitled to all paid holidays and personal days given by the Company to its senior executives.


 


6.                 
Expense Reimbursement. Executive shall be entitled to receive prompt reimbursement for all travel and business expenses
reasonably incurred and accounted for by Executive (in accordance with the policies and procedures established from time to time
by the Company Group) in performing services hereunder. For the avoidance of doubt, to the extent that any reimbursements (including
any taxable benefits reimbursements) are subject to the provisions of Section 409A of the Code: (a) to be eligible to obtain reimbursement
for such expenses Executive must submit expense reports within 45 days after the expense is incurred, (b) any such reimbursements
will be paid no later than December 31 of the year following the year in which the expense was incurred, (c) the amount of expenses
reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (d) the right to reimbursement
under this Agreement will not be subject to liquidation or exchange for another benefit.


 






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7.                 
Indemnification; D&O Coverage. The Company Group, and its successors and/or assigns, will indemnify and defend Executive
to the fullest extent permitted by the By-Laws and Certificate of Incorporation of Iridium Communications Inc. (the “Parent”)
with respect to any claims that may be brought against Executive arising out of any action taken or not taken in Executive’s
capacity as an officer or director of any member of the Company Group. In addition, Executive shall be covered as an insured in
respect of Executive’s activities as an officer and director of any member of the Company Group by the Parent’s Directors
and Officers liability policy or other comparable policies obtained by the Company’s successors, to the fullest extent permitted
by such policies. The Company’s indemnification obligations hereunder shall remain in effect following the Executive’s
termination of employment with the Company Group.


 


8.                 
Termination of Employment. Executive’s employment may be terminated under the following circumstances:


 


(a)              
Death. Executive’s employment shall terminate upon Executive’s death. Upon any such termination, Executive’s
estate shall be entitled to receive his Base Salary through the date of termination (the “Accrued Salary”)
and (B) any other earned but unpaid wages (together, the “Accrued Amounts”). The Accrued Amounts shall
be timely paid following the date of termination in accordance with applicable laws. All other benefits, if any, due to Executive’s
estate following Executive’s termination due to death shall be determined in accordance with the plans, policies and practices
of the Company Group; provided, that Executive’s estate shall not be entitled to any payments or benefits under
any severance plan, policy or program of the Company Group. Executive’s estate shall not accrue any additional compensation
(including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.


 


(b)              
Disability. The Company may terminate Executive’s employment for Disability. “Disability”
shall mean Executive’s inability, due to physical or mental incapacity, to perform his duties under this Agreement with substantially
the same level of quality as immediately prior to such incapacity for a period of ninety (90) consecutive days or one hundred twenty
(120) days during any consecutive six (6) month period. In conjunction with determining Disability for purposes of this Agreement,
Executive hereby (i) consents to any such examinations which are relevant to a determination of whether Executive is mentally and/or
physically disabled, and (ii) agrees to furnish such medical information as may be reasonably requested. Upon any such termination,
Executive shall be entitled to receive payment of the Accrued Amounts. All other benefits, if any, due to Executive following Executive’s
termination by the Company for Disability shall be determined in accordance with the plans, policies and practices of the Company
Group; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy
or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus)
or other benefits under this Agreement following such termination of employment.


 






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(c)               
Termination for Cause; Voluntary Termination. At any time, (i) the Company may terminate Executive’s employment
for “Cause” (as defined below) by Notice of Termination (as defined in Section 8(e)) specifying the grounds for Cause
in reasonable detail, and (ii) Executive may terminate Executive’s employment “voluntarily” (that is, other
than by death, Disability or for Good Reason, in accordance with Section 8(a), 8(b) or 8(d), respectively); provided, that
Executive shall be required to give at least thirty (30) days advance written notice to the Company of such termination. “Cause”
shall mean Executive’s: (A) material breach of this Agreement, including the willful failure to substantially perform his
duties hereunder; (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive
of the Board, not inconsistent with the terms of this Agreement; (C) commission at any time of any act or omission that results
in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated
probation for any felony or crime involving moral turpitude; (D) unlawful use (including being under the influence) or possession
of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities hereunder;
(E) breach of any written policies or procedures of the Company Group that are applicable to Executive and that have previously
been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of the
Company Group; or (F) 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 (or any of their respective predecessors or successors), which,
for the avoidance of doubt, shall not include any good faith disputes regarding immaterial amounts that relate to Executive’s
expense account, reimbursement claims or other de minimis matters; provided, however, that in the case of
(A), (B) or (E) above, if any such breach or failure is curable, Executive fails to cure such breach or failure to the reasonable
satisfaction of the Board within fifteen (15) days of the date the Company delivers written notice of such breach or failure to
Executive. For purposes of this Agreement, no act or failure to act by Executive shall be considered “willful” unless
such act is done or failed to be done intentionally and in bad faith.


 


Upon the
termination of Executive’s employment pursuant to this Section 8(c), Executive shall be entitled to receive payment of
the Accrued Amounts. All other benefits, if any, due to Executive following Executive’s termination of employment
pursuant to this Section 8(c) shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that
Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group.
Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under
this Agreement following such termination of employment.


 


(d)               Termination
for Good Reason or Without Cause. At any time, (i) Executive may terminate Executive’s employment for “Good
Reason” (as defined below) and (ii) the Company may terminate Executive’s employment without Cause (that is,
other than by death, Disability or for Cause, in accordance with Section 8(a), 8(b) or 8(c), respectively).
“Good Reason” shall mean the assignment of duties materially inconsistent with Executive’s
position, authority, duties or responsibilities, or a substantially adverse alteration in the nature or status of
Executive’s responsibilities.


 






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Upon the termination
of Executive’s employment hereunder pursuant to this Section 8(d), and provided such termination constitutes a “separation
from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definitions thereunder,
a “Separation From Service”), Executive shall receive (A) the Accrued Amounts, and, (B) subject to Executive’s
execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form
attached hereto as Exhibit A (the “Release”) within the sixty (60) day period following the date
of Executive’s Separation From Service, the following severance benefits (collectively, the “Severance Benefits”):


 


(i)                
an amount equal to 12 months of Executive’s then-current Base Salary, paid in equal installments on the Company’s
normal payroll schedule over the 12 month period immediately following the date of Separation From Service (the “Severance
Period”), except as set forth below (the “Salary Continuation”).


 


(ii)              
an amount equal to the Annual Bonus for the year of his Separation from Service that Executive would have earned (had
the Executive remain employed though the payment date), based on actual achievement of the designated performance metrics, pro-rated
based on the number of days served in the year of termination, unless such Separation From Service occurs on or within twelve (12)
months after a Change in Control, in which case the payment under this clause (ii) shall not be pro-rated, paid in equal installments
on the Company’s normal payroll schedule over the remained of the Severance Period from and after the date the Company determines
actual performance and the amount of bunis that would have been earned based on such performance..


 


(iii)            
if Executive is participating in the Company’s employee group health insurance plans on the date of Separation
From Service and subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, or, if applicable, state or local insurance laws (“COBRA”), then the Company
shall pay, directly to the COBRA carrier, as and when due, the COBRA premiums necessary to continue Executive’s health insurance
coverage in effect for himself and his eligible dependents on the termination date until the earliest of (A) the month in which
the Severance Period Ends, (B) the expiration of eligibility for the continuation coverage under COBRA, or (C) the date when Executive
or his dependents become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment
(such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”).
Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums
would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar
effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and
Education Reconciliation Act), then in lieu of providing the COBRA premiums for the remainder of the COBRA Payment Period, the
Company will instead pay Executive on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable
cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special
Severance Payment”), for the remainder of the COBRA Payment Period. If Executive becomes eligible for coverage under
another employer's group health plan or otherwise ceases to be eligible for COBRA during the period provided in this clause, Executive
must immediately notify the Company of such event, and all payments and obligations under this clause shall cease.


 






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(iv)            
if such Separation From Service occurs on or within twelve (12) months after a Change in Control (as defined in the
Parent’s 2009 Stock Incentive Plan), one hundred percent (100%) of Executive’s then-outstanding equity awards shall
become vested (and exercisable, as applicable) effective as of the date of Executive’s Separation from Service.


 


All of the Severance
Benefits are subject to deductions for applicable tax withholdings. No Severance Benefits will be paid prior to the day that is
sixty (60) days following the date of Separation From Service. On the sixtieth (60th) day following the date of Separation From
Service, the Company shall pay in a lump sum the aggregate amount of the cash Severance Benefits that the Company would have paid
Executive through such date had the payments commenced on the Separation From Service through such sixtieth (60th) day, with the
balance paid thereafter on the applicable schedules described above.


 


All other
benefits, if any, due Executive following a termination pursuant to this Section 8(d) shall be determined in accordance with
the plans, policies and practices of the Company Group; provided, that Executive shall not be entitled to any
payments or benefits under any severance plan, policy or program of the Company Group. Payments under this Agreement are
intended to fulfill any statutory obligation to provide notice or pay in lieu of notice. Executive shall not accrue any
additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such
termination of employment.


(e)               
Notice of Termination. Any termination of the Executive’s employment by the Company or by Executive shall be communicated
by written Notice of Termination to the other Party. For purposes of this Agreement, “Notice of Termination”
shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall, to the extent
applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated.


 


(f)               
Board/Committee Resignation. Upon termination of Executive’s employment for any reason, Executive agrees to resign,
as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and, as applicable,
the board of directors (and any committees thereof) of each of the other members of the Company Group.


 


(g)               Taxes. Notwithstanding
any other provision of this Agreement to the contrary, if payments made or benefits provided pursuant to this Section 8 or
otherwise from the Company Group or any person or entity are considered “parachute payments” under Section 280G
of the Code, then such parachute payments shall be limited to the greatest amount that may be paid to Executive under Section
280G of the Code without causing any loss of deduction to the Company Group under such section, but only if, by reason of
such reduction, the net after tax benefit to Executive shall exceed the net after tax benefit if such reduction were not
made. “Net after tax benefit” for purposes of this Agreement shall mean the sum of (i) the
total amounts payable to the Executive under Section 8, plus (ii) all other payments and benefits which the Executive
receives or then is entitled to receive from the Company Group or otherwise that would constitute a “parachute
payment” within the meaning of Section 280G of the Code, less (iii) the amount of federal and state income taxes
payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing
shall be paid to Executive (based upon the rate in effect for such year as set forth in the Code at the time of termination
of Executive’s employment), less (iv) the amount of excise taxes imposed with respect to the payments and benefits
described in (i) and (ii) above by Section 4999 of the Code. The determination as to whether and to what extent payments are
required to be reduced in accordance with this Section 8(g) shall be made at the Company’s expense by a nationally
recognized certified public accounting firm as may be designated by the Company prior to a change in control (the
“Accounting Firm”). In the event of any mistaken underpayment or overpayment under this Agreement,
as determined by the Accounting Firm, the amount of such underpayment or overpayment shall forthwith be paid to Executive or
refunded to the Company, as the case may be, with interest at one hundred twenty (120%) of the applicable Federal rate
provided for in Section 7872(f)(2) of the Code. Any reduction in payments required by this Section 8(g) shall occur in the
following order: (1) any cash severance, (2) any other cash amount payable to Executive, (3) any benefit valued as a
“parachute payment,” (4) the acceleration of vesting of any equity awards that are options, and (5) the
acceleration of vesting of any other equity awards. Within any such category of payments and benefits, a reduction shall
occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and
then with respect to amounts that are. In the event that acceleration of compensation from equity awards is to be reduced,
such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the
date of grant.


 






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9.                 
Restrictive Covenants.


 


(a)              
Noncompetition. In consideration of the payments by the Company to Executive pursuant to this Agreement, Executive hereby
covenants and agrees that, during Executive’s employment with the Company and, in the event that Executive becomes entitled
to and is in fact receiving severance payments under the terms of this Agreement, for the one-year period following the date of
Executive’s termination for any reason (the “Restricted Period”), Executive shall not, without
the prior written consent of the Company, engage in “Competition” (as defined below) with the Company Group. For purposes
of this Agreement, if Executive takes any of the following actions he shall be engaged in “Competition:”
engaging in or carrying on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer,
director, employee, stockholder, associate or consultant to any of the following entities that are competitors of the Company:
Inmarsat, Globalstar, Thuraya, and ORBCOMM, as well as any of the designated Competing Companies that are acquired by another entity
and operate as a subsidiary or business unit of the acquiring entity. Notwithstanding the foregoing, “Competition”
shall not include the passive ownership of securities in any entity and exercise of rights appurtenant thereto, so long as such
securities represent no more than two percent (2%) of the voting power of all securities of such enterprise.


 


(b)              
Nonsolicitation and No Hire. In further consideration of the payments by the Company to Executive pursuant to this Agreement,
Executive hereby covenants and agrees that, during Executive’s employment with the Company and, in the event that Executive
becomes entitled to and is in fact receiving severance payments under the temrs of this Agreement, for the one-year period following
the date of Executive’s termination for any reason, Executive shall not (i) induce or attempt to induce any employee or consultant
of the Company Group to leave the employ or services of the Company Group, or in any way interfere with the relationship between
the Company Group and any employee or consultant thereof, (ii) except in the performance of Executive’s duties for the Company
Group, hire any person who was an employee of the Company Group at any time during the six (6) month period immediately prior to
the date on which such hiring would take place, or (iii) solicit, initiate contact or initiate service with any customer, supplier,
licensee, licensor or other business relation of the Company Group with whom Executive routinely conducted business with while
employed with the Company, with the intent to induce or attempt to induce such person to cease doing business with, or reduce the
amount of business conducted with, the Company Group, or with the intent to wrongfully interfere with the relationship between
any such customer, supplier, licensee or business relation of the Company Group.


 






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(c)               
Confidential Information. Executive acknowledges that the Company Group has a legitimate and continuing proprietary
interest in the protection of its “Confidential Information” (as defined below) and that it has invested substantial
sums and will continue to invest substantial sums to develop, maintain and protect such Confidential Information. During the period
of Executive’s employment and at all times thereafter, Executive shall not, except with the written consent of the Company
or in connection with carrying out Executive’s duties or responsibilities hereunder, furnish or make accessible to anyone
or use for Executive’s own benefit any trade secrets, confidential or proprietary information of the Company Group, including
without limitation its business plans, marketing plans, strategies, systems, programs, methods, trade secrets, employee lists,
computer programs, insurance profiles and client lists (hereafter referred to as “Confidential Information”);
provided, that such Confidential Information shall not include information which at the time of disclosure or use,
was generally available to the public other than by a breach of this Agreement or was available to the party to whom disclosed
on a non-confidential basis by disclosure or access provided by the Company or a third party without breaching any obligations
of the Company, Executive or such third party or was otherwise developed or obtained legally and independently by the person to
whom disclosed without a breach of this Agreement. Notwithstanding the foregoing, Executive may disclose Confidential Information
when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business
of the Company Group or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order
Executive to divulge, disclose or make accessible such information; provided, that, if Executive is ordered by a
court or other government agency to disclose any Confidential Information, Executive shall (i) promptly notify the Company of such
order, (ii) at the written request of the Company, diligently contest such order at the sole expense of the Company as expenses
occur, and (iii) at the written request of the Company, seek to obtain, at the sole expense of the Company, such confidential treatment
as may be available under applicable laws for any information disclosed under such order.


 


(d)              
Property of the Company. All memoranda, notes, lists, records and other documents or papers (and all copies thereof)
relating to the Company Group, whether written or stored on electronic media (including, without limitation, Executive’s
personal computer or laptop), made or compiled by or on behalf of Executive in the course of Executive’s employment with
the Company Group, or made available to Executive in the course of Executive’s employment with the Company Group, relating
to the Company Group, or to any entity which may hereafter become an affiliate thereof, but excluding Executive’s personal
effects, Rolodexes and similar items, shall be the property of the Company, and shall, except as otherwise agreed by the Company
in writing, be delivered to the Company promptly upon the termination of Executive’s employment with the Company for any
reason or at any other time upon request.


 






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(e)               
Intellectual Property. All discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms,
products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise
made or created or produced by Executive alone or with others, at any time during his employment with any member of the Company
Group, and in any way relating to the business activities which are the same as or substantially similar to the business activities
carried on by the Company Group or proposed to be extended or expanded by the Company Group, or the products or services of the
Company Group, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form (“Developments”),
shall be the sole and exclusive property of the Company. Executive agrees to, and hereby does, assign to the Company, without any
further consideration, all of Executive’s right, title and interest throughout the world in and to all Developments. Executive
agrees that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United
States and, as such, acknowledges that the Company or one of the members of the Company Group, as the case may be, is the author
of such Developments and owns all of the rights comprised in the copyright of such Developments and Executive hereby assigns to
the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights Executive
may have in any such Development to the extent that it might not be considered a work made for hire. Executive shall make and maintain
adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to
the Company promptly after development of the same, and at any time upon request.


 


(f)                Enforcement. Executive
acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions
of Sections 9(a), 9(b), 9(c), 9(d)or 9(e) herein (collectively, the “Covenants”) would be
inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in
addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be
available. In addition, the Company shall be entitled to immediately cease paying any amounts remaining due pursuant to
Section 8 (other than the Accrued Amounts) if Executive has violated any provision of Section 9(a) or has materially breached
any of his obligations under Sections 9(b), 9(c), 9(d) or 9(e) of this Agreement. Executive understands that the provisions
of Sections 9(a) and 9(b) may limit his ability to earn a livelihood in a business similar to the business of the Company but
he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary
to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to
time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such
provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate
Executive for the restrictions contained in Sections 9(a) and 9(b) . In consideration of the foregoing and in light of
Executive’s education, skills and abilities, Executive agrees that he shall not assert that, and it should not be
considered that, any provisions of Sections 9(a) and 9(b) otherwise are void, voidable or unenforceable or should be voided
or held unenforceable. It is expressly understood and agreed that although Executive and the Company consider the
restrictions contained in Sections 9(a) and 9(b) to be reasonable, if a judicial determination is made by a court of
competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable
restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to
apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to
be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement
is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the
enforceability of any of the other restrictions contained herein. In any such action, suit or proceeding to enforce the
Covenants, the prevailing Party shall be entitled to an award of its or his reasonable attorneys’ fees and costs
incurred.


 






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10.             
Miscellaneous.


 


(a)              
Executive’s Representations. Executive hereby represents and warrants to the Company that (i) Executive has read
this Agreement in its entirety, fully understands the terms of this Agreement, has had the opportunity to consult with counsel
prior to executing this Agreement, and is signing the Agreement voluntarily and with full knowledge of its significance, (ii) the
execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause
a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is
bound, (iii) Executive is not a party to or bound by an employment agreement, non-compete agreement or confidentiality agreement
with any other person or entity which would interfere in any material respect with the performance of his duties hereunder, and
(iv) Executive shall not use any confidential information or trade secrets of any person or party other than the Company Group
in connection with the performance of his duties hereunder.


 


(b)              
Mitigation. Executive shall have no duty to mitigate his damages by seeking other employment and, should Executive actually
receive compensation from any such other employment, the payments required hereunder shall not be reduced or offset by any other
compensation except as specifically provided herein.


 


(c)               
Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in a writing signed by Executive and an officer of the Company (other than Executive) duly authorized by the Board
to execute such amendment, waiver or discharge. No waiver by either Party of any breach of the other Party of, or compliance with,
any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.


 






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(d)              
Successors and Assigns. 


 


(i)                
This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable
by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by Executive’s legal representatives.


 


(ii)              
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and, other than as
set forth in Section 10(d)(iii), shall not be assignable by the Company without the prior written consent of the Executive (which
shall not be unreasonably withheld).


 


(iii)            
The Agreement shall be assignable by the Company to any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company; provided that, the
Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company”
shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees
to perform this Agreement by operation of law or otherwise.


 


(e)               
Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall
be in writing and shall be deemed to have been duly given if delivered personally, if delivered by overnight courier service, or
if mailed by registered mail, return receipt requested, postage prepaid, addressed to the respective addresses or sent via facsimile
or email to the respective facsimile numbers and email addresses, as the case may be, as set forth below, or to such other address
as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall
be effective only upon receipt; provided, however, that (i) notices sent by personal delivery, email or overnight
courier shall be deemed given when delivered, (ii) notices sent by facsimile transmission shall be deemed given upon the sender’s
receipt of confirmation of complete transmission, and (iii) notices sent by registered mail shall be deemed given two days after
the date of deposit in the mail.


 


If to Executive, to such address (including Company
email address) as shall most currently appear on the records of the Company.


 


If to the Company, to:


 


Iridium Satellite LLC


1750 Tysons Boulevard, Suite 1400


McLean, VA 22102


Facsimile:


Attention: Corporate Secretary


 






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With a copy, which shall not constitute notice, to:


 


Cooley LLP


One Freedom Square


Reston Town Center


11951 Freedom Drive


Reston, VA 20190-5656


Facsimile: 703-456-8100


Attention: Brent B. Siler, Esq.

bsiler@cooley.com


 


(f)               
GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE COMMONWEALTH OF VIRGINIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE COMMONWEALTH
OF VIRGINIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF VIRGINIA TO
BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE COMMONWEALTH OF VIRGINIA WILL CONTROL THE INTERPRETATION AND
CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE
LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN, AND THE PARTIES
HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN FAIRFAX COUNTY, VIRGINIA OR THE EASTERN DISTRICT OF VIRGINIA. EACH PARTY
HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.


 


(g)              
JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.


 


(h)              
Set Off. The Company’s obligation to pay Executive the amounts and to make the arrangements provided hereunder
shall be subject to set-off, counterclaim or recoupment of any amounts owed by Executive to the Company or any of its affiliates
except to the extent any such set-off, counterclaim or recoupment would violate, or result in the imposition of tax under Section
409A of the Code, in which case such right shall be null and void.


 


(i)                
Compliance with Code Section 409A. It is intended that all of the payments payable under this Agreement satisfy, to
the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulation
Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible
as consistent with those provisions. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury
Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether
Severance Payments, expense reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and,
accordingly, each installment payment under this Agreement shall at all times be considered a separate and distinct payment. Notwithstanding
any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service
to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including
the Severance Benefits, upon Separation From Service set forth herein and/or under any other agreement with the Company are deemed
to be “deferred compensation” (including as a result of the terms of Offer Letter), 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 shall not be provided to Executive prior to the earliest
of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation From Service with the
Company, (ii) the date of Executive’s 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 paragraph shall be paid in a lump sum to Executive, and any remaining payments due
shall be paid as otherwise provided in this Agreement or in the applicable agreement. No interest shall be due on any amounts so
deferred.


 






    	12.



    	 



    
 


(j)                
Severability of Invalid or Unenforceable Provisions. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain
in full force and effect.


 


(k)              
Advice of Counsel and Construction. Each Party acknowledges that such Party had the opportunity to be represented by
counsel in the negotiation and execution of this Agreement. Accordingly, the rule of construction of contract language against
the drafting party is hereby waived by each Party.


 


(l)                
Entire Agreement. This Agreement sets forth the entire agreement of the Parties in respect of the subject matter contained
herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether
oral or written in respect of the subject matter contained herein.


 


(m)            
Withholding Taxes. The Company shall be entitled to withhold from any payment due to Executive hereunder any amounts
required to be withheld by applicable tax laws or regulations.


 


(n)              
Section Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis
for interpretation or construction, and shall not constitute a part, of this Agreement.


 


(o)              
Cooperation. During the period of Executive’s employment and at any time thereafter, Executive agrees to cooperate
(i) with the Company in the defense of any legal matter involving any matter that arose during Executive’s employment with
the Company Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative
proceeding pertaining to the Company Group. The Company will reimburse Executive for any reasonable travel and out of pocket expenses
incurred by Executive in providing such cooperation.


 






    	13.



    	 



    
 


(p)               Survival. Sections
7, 8(d), 8(g), 9, and 10 shall survive and continue in full force in accordance with their terms notwithstanding any
termination of Executive’s employment with the Company Group.


 


(q)              
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original
but all of which together will constitute one and the same instrument.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 




	 	IRIDIUM SATELLITE LLC.
	 	 
	 	By: 	/s/Matthew J. Desch
	 	 	Name: Matthew J. Desch
Title: Chief Executive Officer



 


	 	EXECUTIVE
	 	 
	 	By: 	/s/Donald L. Thoma
	 	 	Donald L. Thoma



 


 


[Signature Page to Employment Agreement]


 






    	14.



    	 



    
 


EXHIBIT A


 


GENERAL RELEASE


 


THIS AGREEMENT AND
RELEASE, dated as of __________, 20__ (this “Agreement”), is entered into by and between Donald L.
Thoma (“Executive”) and Iridium Communications Inc. (the “Company”).


 


WHEREAS, Executive
is currently employed with the Company; and


 


WHEREAS, Executive’s
employment with the Company will terminate effective as of __________, 201_;


 


NOW, THEREFORE,
in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, Executive
and the Company hereby agree as follows:


 


1.                  Executive
shall be provided severance pay and other benefits (the “Severance Benefits”) in accordance with
the terms and conditions of Section 8(d) of the employment agreement by and between Executive and the Company, dated as of
December 31, 2010 (the “Employment Agreement”); provided that, no such Severance Benefits
shall be paid or provided if Executive revokes this Agreement pursuant to Section 5


below.


2.                  Executive,
for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns, hereby
waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges
or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or
termination of employment with, Executive’s serving in any capacity in respect of, or Executive’s status at
any time as a holder of any securities of, any of the Company, Iridium Communications Inc (the “Parent”) and any
of its affiliates (collectively, the “Company Group”), both known and unknown, in law or in equity,
which Executive may now have or ever had against any member of the Company Group or any equityholder, agent, representative,
administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group,
including their successors and assigns (collectively, the “Company Releasees”), including, without
limitation, any claim for any severance benefit which might have been due Executive under any previous agreement executed by
and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of his
employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a
law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor
Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act
of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities
Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining
Notification Act, and the Virginia Human Rights Act, all as amended; and all other federal, state and local statutes,
ordinances and regulations. By signing this Agreement, Executive acknowledges that Executive intends to waive and release any
rights known or unknown Executive may have against the Company Releasees under these and any other laws; provided that,
Executive does not waive or release Claims (i) with respect to the right to enforce this Agreement or those provisions of the
Employment Agreement that expressly survive the termination of Executive’s employment with the Company, (ii) with
respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company Group, or
(iii) any rights to indemnification preserved by Section 7 of the Employment Agreement or under any applicable
indemnification agreement, any D&O insurance policy applicable to Executive and/or the Parent’s certificates of
incorporation, charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.


 






    	1.



    	 



    
 


3.                 
Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement
to consider all of the provisions of the Agreement and, to the extent he has not used the entire 21-day period prior to executing
the Agreement, he does hereby knowingly and voluntarily waive the remainder of said 21-day period. EXECUTIVE FURTHER ACKNOWLEDGES
THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY
SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS
DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER
WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.


 


4.                 
Executive shall have seven (7) days from the date of Executive’s execution of this Agreement to revoke the release,
including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA).
If Executive revokes the Agreement, Executive will be deemed not to have accepted the terms of this Agreement.


 


5.                 
Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director,
or officer of any member of the Company Group in any medium to any person without limitation in time. The Company hereby agrees
that its board of directors and the executives, managers and officers of the members of the Company Group shall not defame or disparage
Executive in any medium to any person without limitation in time. Notwithstanding this provision, either party may confer in confidence
with his or its legal representatives and make truthful statements as required by law.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written


 







	 	IRIDIUM SATELLITE LLC
	 	 
	 	By: 	 
	 	Its:	 
	 	 	 
	 	EXECUTIVE
	 	 
	 	 	 
	 	Donald L. Thoma 




 






    	2.