0001341004-06-003543.txt : 20061219 0001341004-06-003543.hdr.sgml : 20061219 20061219124258 ACCESSION NUMBER: 0001341004-06-003543 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20061219 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061219 DATE AS OF CHANGE: 20061219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SKYTERRA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000756502 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 232368845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13865 FILM NUMBER: 061285752 BUSINESS ADDRESS: STREET 1: 10802 PARKRIDGE BOULEVARD CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-390-1899 MAIL ADDRESS: STREET 1: 10802 PARKRIDGE BOULEVARD CITY: RESTON STATE: VA ZIP: 20191 FORMER COMPANY: FORMER CONFORMED NAME: RARE MEDIUM GROUP INC DATE OF NAME CHANGE: 19990414 FORMER COMPANY: FORMER CONFORMED NAME: ICC TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL COGENERATION CORP DATE OF NAME CHANGE: 19891005 8-K 1 form8k.htm FORM 8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 19, 2006 (December 15, 2006)

SkyTerra Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-13865

23-2368845

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

10802 Parkridge Boulevard

Reston, VA 20191

(Address of principal executive offices, including zip code)

703-390-1899

(Registrant's telephone number, including area code)

19 West 44th Street, Suite 507, New York, New York 10036

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On December 15, 2006, the Board of Directors (the "Board of Directors") of SkyTerra Communications, Inc. (the "Company") approved a form of Indemnification Agreement (the "Indemnification Agreement") to be entered into between the Company and its directors and officers. Effective as of December 18, 2006, the Company entered (or will enter) into a separate Indemnification Agreement with each of the following persons: Andrew Africk, Alexander Good, Jeffrey Killeen, Jeffrey Leddy, Robert Lewis, Scott Macleod, William Stasior, Aaron Stone and Michael Weiner. The Company may from time to time enter into additional indemnification agreements with future directors and officers of the Company or other key personnel.

Each of the Indemnification Agreements provides, among other things, that the Company will, to the extent permitted by applicable law, indemnify and hold harmless each indemnitee if, by reason of such indemnitee's status as a director or officer of the Company, such indemnitee was, is or is threatened to be made a party or a participant (as a witness or otherwise) in any threatened, pending or completed proceeding, whether of a civil, criminal, administrative or investigative nature, against all losses, judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in writing in advance by the Company) and incurred by such indemnitee in connection with such proceeding. In addition, each of the Indemnification Agreements provides for the advancement of expenses incurred by the indemnitee in connection with any proceeding covered by the agreement, subject to certain exceptions. None of the Indemnification Agreements precludes any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled, including but not limited to, any rights arising under the Company's governance documents, or any other agreement, any vote of the stockholders of the Company or any applicable law.

The above description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

In light of his performance during the preceding year, including his role in accomplishing the exchange transactions with Motient Corporation and the other partners in Mobile Satellite Ventures LP (“MSV”), and the minority holders of the Company’s MSV Investors, LLC subsidiary, as well as the pending transaction with Bell Canada and the spin-off of Hughes Communications, Inc., on December 6, 2006, the Compensation Committee of the Board of Directors recommended to the Board of Directors the award and payment of a cash bonus to Jeffrey Leddy, the Company’s Chief Executive Officer and President, in the amount of $2,250,000, less applicable taxes and withholdings. The Board of Directors approved the recommendation of the Compensation Committee on December 15, 2006.

Section 3 - Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

On December 15, 2006, pursuant to Section 8.6(b) of the Investment Agreement, dated April 2, 2002 (the “Investment Agreement”), by and among the Company and certain of the Apollo Purchasers (as defined below), the Company issued 6,044,846 shares of its common stock (the "Common Stock") in exchange for the surrender of a like number of shares of its non-voting stock (the "Non-Voting Stock") by Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and AIF/RRRR LLC (collectively with ST/RRRR LLC, the "Apollo

Purchasers"). Following the Exchange, the Apollo Purchasers will collectively own 29.9% of the voting power of the Company.

The Exchange will be made without registration under the Securities Act of 1933 (the "Securities Act") in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(b) In light of the elevation of Alexander H. Good to the offices of Chief Executive Officer and President of the Company, as described in Item 5.02(c) below, effective December 18, 2006, the employment of Jeffrey Leddy, the Company's Chief Executive Officer and President, was terminated. Further, in light of the elevation of Scott Macleod to the offices of Executive Vice President, Chief Financial Officer and Treasurer of the Company, as also described in Item 5.02(c) below, effective December 18, 2006, the employment of Craig Kaufmann, the Company’s Controller and Treasurer, was terminated.

(c) Effective December 18, 2006, the Board of Directors unanimously appointed Alexander H. Good, the Chief Executive Officer, President and Vice Chairman of the Company’s subsidiary, MSV, to the office of Chief Executive Officer and President of the Company. Mr. Good will continue to serve as the Chief Executive Officer and President of MSV, as well as Vice Chairman of the Board of MSV.

Mr. Good, 57, has served as MSV’s Chief Executive Officer, President and Vice Chairman of the Board since April 2004. In 2002 and 2003, prior to joining MSV, Mr. Good served as the Executive Chairman of Affinity Internet and Executive Chairman of Nexverse Networks, Inc., now Veraz Networks, Inc., and also served as a director of NextLevel Communications, Inc. Mr. Good was Chairman and CEO of @Link Networks, Inc. from 1999 to 2001. @Link Networks, Inc. filed a Chapter 11 bankruptcy petition in 2001, which was subsequently withdrawn. Mr. Good was Executive Vice President of Bell Atlantic Corporation (now Verizon) from 1997 to 1999. He served as Senior Vice President of Corporate Development of Bell Atlantic Corporation from 1995 to 1997 and was Chairman and CEO of Bell Atlantic International from 1994 to 1997. Mr. Good served as Senior Vice President of Mtel Communications, Inc. and CEO of MTEL International from 1990 to 1994.

On December 18, 2006, Mr. Good was granted 400,000 restricted shares of the Company's Common Stock (the "Good Restricted Stock") under the 2006 Equity and Incentive Plan (the "Plan"), subject to a registration statement on Form S-8 (or such other form as may be appropriate) covering equity awards pursuant to the Plan becoming effective and the execution of an award agreement (the “Good Award Agreement”). On December 15, 2006, the fair value of the Company's stock, based on the average of the closing bid and asked prices on the Over the Counter Bulletin Board, was $13.305 per share. The Good Restricted Stock will vest as follows: (i) 33.34% of the shares of Good Restricted Stock (133,334 shares) on December 18, 2009; (ii) 33.33% of the shares of Good Restricted Stock (133,333 shares) on the first day following the twentieth consecutive trading day on which the last sale price of the Company’s Common Stock or, if unavailable, the average of the closing bid and asked prices per share of the Common Stock exceeds $20 per share; and (iii) 33.33% of the shares of Good Restricted Stock (133,333 shares) on the first day following the twentieth consecutive trading day on which the last sale price of the Company’s Common Stock or, if unavailable, the average of the closing bid and asked prices per share of the Common Stock exceeds $25 per share.

The Good Award Agreement provides that: (i) upon the termination by the Company of Mr. Good’s employment other than for “Cause,” as defined in the Good Award Agreement, all vesting restrictions will lapse with respect to any time vesting shares, and performance vesting shares shall remain outstanding on such terms as are set forth in the Good Award Agreement; (ii) upon the termination by the Company of Mr. Good’s employment for “Cause,” the Good Restricted Stock, to the extent not vested, shall be forfeited; and (iii) the shares of Good Restricted Stock, to the extent not otherwise vested three and one-half years following December 18, 2006, shall be forfeited. The above description of the Good Award Agreement does not purport to be complete and is qualified in its entirety by reference to the Good Award Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Mr. Good is also party to an employment agreement with MSV, the material terms of which are as follows:

Mr. Good's base salary shall be $600,000 and his discretionary bonus target is 75% of his annualized salary. The discretionary bonus target will be increased to 100% of base salary upon the closing of a strategic transaction by MSV in which strategic investors invest over $500 million in MSV. Under the employment agreement, Mr. Good will be entitled to a special bonus payment of $267,800, payable upon the earlier to occur of: (i) Mr. Good's TerreStar stock options (or successor options) becoming freely exercisable, marketable or "liquid" or (ii) Mr. Good's employment being terminated by MSV other than for "cause" (as defined in the employment agreement). Mr. Good’s employment agreement also provides that if his employment is terminated by MSV without cause, he will be entitled to (i) a lump sum severance payment in an amount equal to the sum of Mr. Good's base salary and his average bonus for 24 months; and (ii) continued coverage of group term life insurance, health insurance, accident and long-term disability insurance benefits for a period of 24 months following the termination.

Mr. Good also entered into a change of control agreement with MSV. Under the change of control agreement, if a "change of control" (as defined in the agreement) occurs and, within two years following such change of control, MSV terminates Mr. Good’s employment without cause or Mr. Good terminates his employment for good reason (which includes a termination by Mr. Good for any reason prior to February 9, 2007), Mr. Good is entitled to (i) a lump sum severance payment in an amount equal to the sum of Mr. Good's base salary and his average bonus for 24 months; (ii) full vesting of all MSV options, with such options remaining exercisable for two years following the date of termination; and (iii) continued coverage of group term life insurance, health insurance, accident and long-term disability insurance benefits for a period of 24 months following the termination (except that with respect to clauses (i) and (iii) above such period shall be 18 months with respect to any change of control that occurred prior to December 18, 2006).

Effective on the date of commencement of his employment (March 1, 2004) Mr. Good was granted an option with respect to 600,000 MSV units at a strike price of $6.45, 400,000 of which first vested on the first year anniversary of the date of grant, and 200,000 of which first vested on the second anniversary of the date of grant.

Effective December 18, 2006, the Board of Directors unanimously appointed Scott Macleod, the Chief Financial Officer of the Company’s subsidiary, MSV, to the office of Executive Vice President, Chief Financial Officer and Treasurer of the Company. Mr. Macleod will continue to serve as the Executive Vice President and Chief Financial Officer of MSV.

Mr. Macleod, 44, has served as MSV’s Executive Vice President and the Chief Financial Officer since January 2006. From May 2003 to January 2006, Mr. Macleod served as a Managing Director of

Rothschild Inc. From May 1999 to January 2003, Mr. Macleod was Chief Corporate Development Officer of XO Communications, and from 1992 to 1999, worked in Merrill Lynch's Global Communications Group, serving most recently as Managing Director of such group. XO filed a Chapter 11 bankruptcy petition in June 2002.

On December 18, 2006, Mr. Macleod was granted 200,000 restricted shares of the Company's Common Stock (the "Macleod Restricted Stock") under the Plan, subject to a registration statement on Form S-8 (or such other form as may be appropriate) covering equity awards pursuant to the Plan becoming effective and the execution of an award agreement (the “Macleod Award Agreement”). On December 15, 2006, the fair value of the Company's stock based on the average of the closing bid and asked prices on the Over the Counter Bulletin Board, was $13.305 per share. The Macleod Restricted Stock will vest as follows: (i) 33.34% of the shares of Macleod Restricted Stock (66,667 shares) on December 18, 2009; (ii) 33.33% of the shares of Macleod Restricted Stock (66,666 shares) on the first day following the twentieth consecutive trading day on which the last sale price of the Company’s Common Stock or, if unavailable, the average of the closing bid and asked prices per share of the Common Stock exceeds $20 per share; and (iii) 33.33% of the shares of Macleod Restricted Stock (66,666 shares) on the first day following the twentieth consecutive trading day on which the last sale price of the Company’s Common Stock or, if unavailable, the average of the closing bid and asked prices per share of the Common Stock exceeds $25 per share.

The Macleod Award Agreement provides that: (i) upon the termination by the Company of Mr. Macleod's employment other than for “Cause,” as defined in the Macleod Award Agreement, all vesting restrictions will lapse with respect to any time vesting shares, and performance vesting shares shall remain outstanding on such terms as are set forth in the Macleod Award Agreement; (ii) upon the termination by the Company of Mr. Macleod's employment for “Cause,” the Macleod Restricted Stock, to the extent not vested, shall be forfeited; and (iii) the shares of Macleod Restricted Stock, to the extent not otherwise vested three and one-half years following December 18, 2006, shall be forfeited. The above description of the Macleod Award Agreement does not purport to be complete and is qualified in its entirety by reference to the Macleod Award Agreement, which is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Mr. Macleod is also a party to an employment agreement with MSV dated January 9, 2006, providing his position as Executive Vice President and Chief Financial Officer for MSV reporting directly to Mr. Good, at an annual salary of $325,000 subject to review on an annual basis, and with a 50% annual bonus target. The term of the agreement is three years, subject to earlier termination upon payment of one year’s salary and target bonus, and is also subject to the vesting and two-years continued exercise of all options and phantom unit shares granted by MSV. Effective on the date of commencement of his employment (January 27, 2006) Mr. Macleod was granted the following equity awards: 1) an option with respect to MSV units at a strike price of $56.33, with three-year vesting; and 2) a phantom unit grant relating to MSV units in the amount of 50,000 units, vesting over a five year period, with 40% vesting on the second anniversary grant (i.e. January 27, 2008) and 20% each year thereafter, to be settled either in units of MSV (if a public market exists at such time) or in cash in an amount equal to the fair market value of the underlying units on the date the phantom units vest.

In addition, Mr. Macleod entered into a change of control agreement with MSV. Under the change of control agreement, if a "change of control" (as defined in the agreement) occurs and, within two years following such change of control, MSV terminates Mr. Macleod’s employment without cause or Mr. Macleod terminates his employment for good reason, Mr. Macleod would be entitled to (i) a lump sum severance payment in an amount equal to the sum of Mr. Macleod’s annual base salary and his average bonus; (ii) full vesting of all options and phantom units, with such options remaining exercisable for two

years following the date of termination; and (iii) continued coverage of group term life insurance, health insurance, accident and long-term disability insurance benefits for a period of 12 months following the termination.

There was no arrangement or understanding between Messrs. Good and Macleod and any other persons pursuant to which they were appointed as officers and there are no related party transactions between either Mr. Good or Mr. Macleod and the Company that are required to be disclosed under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, other than those relating to Mr. Good’s and Mr. Macleod’s compensation, as disclosed above.

As to Messrs. Good and Macleod, the description of the Indemnification Agreement in Item 1.01 above is hereby incorporated herein by reference to this Item 5.02(c).

(d) Effective December 18, 2006, Mr. Leddy was elected to fill a vacancy on the Board of Directors that was created by the Board of Directors on that date.

As to Mr. Leddy, the description of the Indemnification Agreement in Item 1.01 above is hereby incorporated herein by reference to this Item 5.02(c).

There was no arrangement or understanding between Mr. Leddy and any other persons pursuant to which he was selected as a director and there are no related party transactions between Mr. Leddy and the Company that are required to be disclosed under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, other than those relating to Mr. Leddy’s compensation as the Chief Executive Officer and President of the Company, as disclosed in the Company’s filings with the Securities and Exchange Commission.

Section 8 - Other Events

Item 8.01 Other Events.

On December 18, 2006, the Company issued a press release announcing the appointment of Messrs. Good and Macleod as officers of the Company, and the election of Mr. Leddy as a director. A copy of such press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Form of Indemnification Agreement.

99.1	Restricted Stock Agreement, by and between Alexander H. Good and the Company, dated December 18, 2006.

99.2	Restricted Stock Agreement, by and between Scott Macleod and the Company, dated December 18, 2006.

99.3	Press release issued by the Company dated December 18, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date: December 19, 2006

SKYTERRA COMMUNICATIONS, INC.

	By: /s/ ROBERT C. LEWIS
	Name:	Robert C. Lewis
	Title:	Senior Vice President, Secretary and
		General Counsel

EX-10 2 exhibit10-1.htm EXHIBIT 10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the "Agreement") is entered into as of _______ __, 2006, by and among ____________________, a __________ corporation (the "Company") and the undersigned party (the "Indemnitee").

RECITALS

A. Indemnitee, as an officer and/or director of the Company, or a person who otherwise performs valuable services for the Company.

B. In order to induce the Indemnitee to serve or continue to serve as a director and/or an officer of the Company or otherwise provide support services to the Company, the Company has determined and agreed to enter into this contract with the Indemnitee.

NOW, THEREFORE, in consideration of the Indemnitee's continued service as an officer and/or director and other support of the Company after the date hereof, the parties hereto agree as follows:

1. Indemnification.

a. Indemnification of Expenses. The Company shall indemnify and hold harmless the Indemnitee to the fullest extent permitted by law, if the Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that the Indemnitee believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other by reason of (or arising in part out of) any event or occurrence related to the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any direct or indirect subsidiary of the Company or any direct or indirect parent of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of the Indemnitee while serving in such capacity (hereinafter a "Claim") against any and all losses, judgments, claims, damages, liabilities, amounts paid in settlement (if such settlement is approved in writing in advance by the Company), fines (including excise taxes and penalties assessed with respect to employee benefit plans), penalties (whether civil, criminal or otherwise) and all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing (collectively, hereinafter "Losses") and against any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, serving as a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), of such Claim (collectively,

hereinafter "Expenses") and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than ten (10) business days after (i) written demand by the Indemnitee therefor is presented to the Company or (ii) such later date as a determination of entitlement to indemnification is made in accordance with the provision of this Agreement.

b. Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing Party (as described in Section 10(e) hereof) shall have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 10(d) hereof is involved) that the Indemnitee would be permitted to be indemnified under applicable law or that an exception described in Section 8 applies, and (ii) the Indemnitee acknowledges and agrees that the obligation of the Company to make an advance payment of Expenses to the Indemnitee pursuant to Section 2(a) (an "Expense Advance") shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that the Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if the Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). The Indemnitee's obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. If applicable law requires, any advancement of Expenses will be made only upon delivery to the Company of an undertaking, by or on behalf of Indemnitee, to repay such Expenses if it is ultimately determined, by a final decision by a court or arbitrator, as applicable, from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified for such Expenses under the Company's charter documents, this Agreement, applicable law or otherwise. The Reviewing Party shall be selected by the Board of Directors or similar governing body of the Company. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee.

c. Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement except for Section 8, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any action, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses incurred by the Indemnitee in connection herewith.

2. Expenses; Indemnification Procedure.

a. Advancement of Expenses. Subject to Section 1(b), the Company shall advance all Expenses incurred by an Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee as soon as practicable but in any event no later than ten (10) business days after written demand by the Indemnitee therefor to the Company. Indemnitee is not entitled to be advanced any Expenses in connection with any of the matters for which indemnity is excluded pursuant to Section 8.

b. Notice/Cooperation by the Indemnitee. The Indemnitee shall give the Company notice in writing as soon as practicable of any Claim made against the Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the Company's address (or such other address as the Company shall designate in writing to the Indemnitee). The Indemnitee will cooperate with the person, persons or entity making a determination with respect to the Indemnitee's entitlement to indemnification, including providing to such person, persons or entity, upon reasonable advance request, any documentation or information which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination will be borne by the Company (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Company will indemnify the Indemnitee therefor and will hold the Indemnitee harmless therefrom.

c. No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether the Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that the Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law, shall be a defense to the Indemnitee's claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief.

d. Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

e. Selection of Counsel. If the Company shall be obligated hereunder to advance any Expense of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee, which approval will not be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ counsel in any such Claim at the Indemnitee's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (B) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against the Indemnitee without the consent of the Indemnitee. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written Consent.

f. Time for Submission of Request. Indemnitee will be required to submit any request for indemnification pursuant to this Agreement within a reasonable time, not to exceed six months, after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere (or its equivalent) or other full or partial final determination or disposition of the Claim (with the latest date of the occurrence of any such event to be considered the commencement of the two year period).

3. Additional Indemnification Rights; Nonexclusivity.

a. Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, even if such indemnification is not specifically authorized by the other provisions of this Agreement. In the event of any change after the date of this Agreement in any applicable law, statute or rule that expands the right of the Company to indemnify a director, manager, officer, employee, agent or fiduciary, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. Upon any change in any applicable law, statute or rule that narrows the right of the Company to indemnify a director, manager, officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 8(a) hereof.

b. Nonexclusivity. The indemnification provided by this Agreement shall be in addition to any rights to which the Indemnitee may be entitled under the Company's governance documents, any agreement, any vote of the equityholders of the Company or disinterested members of the Company's Board of Directors or similar governing body, applicable law, or otherwise. The indemnification provided under this Agreement shall continue as to the Indemnitee for any action the Indemnitee took or did not take while serving in an indemnified capacity even though the Indemnitee may have ceased to serve in such capacity.

4. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against an Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy or otherwise) of the amounts otherwise indemnifiable hereunder.

5. Partial Indemnification. If an Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for any portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses to which the Indemnitee is entitled.

6. Mutual Acknowledgement. The Company and the Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Company from indemnifying its directors, managers, officers, employees, agents or fiduciaries under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's rights under public policy to indemnify an Indemnitee.

7. Liability Insurance. To the extent the Company maintains liability insurance applicable to directors, managers, officers, employees, agents or fiduciaries, the Indemnitee shall be covered by such policies in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, agents or fiduciaries, if the Indemnitee is not an officer or director but is a key employee, agent, or fiduciary.

8. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

a. Claims Initiated by an Indemnitee. To indemnify or advance expenses to an Indemnitee with respect to Claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except: (i) with respect to actions or proceedings to establish or enforce a right to indemnify under this Agreement or any other agreement or insurance policy or under the Company's governance documents now or hereafter in effect relating to Claims; (ii) in specific cases if the Board of Directors or similar governing body has approved the initiation or bringing of such Claim; or

(iii) as otherwise required under applicable law; or

b. Claims Under Section 16(b). To indemnify an Indemnitee for expenses and the payment of profits arising from the purchase and sale by the Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute; or

c. Claims Excluded. To indemnify the Indemnitee if: (i) the Indemnitee did not act in good faith and in a manner reasonably believed to be in the best interests of the Company or (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe the conduct was unlawful or (iii) the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided by applicable law or (iv) the Indemnitee fails to cooperate fully with the Company in an internal or external investigation with respect to the Company.

9. Construction of Certain Phrases.

a. For purposes of this Agreement, references to the "Company" shall include, SkyTerra Communications, Inc., and any other constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, managers, officers, employees, agents or fiduciaries, so that if an Indemnitee is or was a director, manager, officer, employee, agent, or fiduciary of such constituent entity, or is or was serving at the request of such constituent entity as a director, manager, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, the Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving entity as the Indemnitee would have with respect to such constituent entity if its separate existence had continued.

b. For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; and references to "serving at the request of the Company" shall include any service as a director, manager, officer, employee, agent or fiduciary of the Company that imposes duties on, or involves services by, such director, manager, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; and if an Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this Agreement.

c. For purposes of this Agreement, "Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 2(e) hereof, who shall not have otherwise performed services for the Company or the Indemnitee within the last three (3) years (other than with respect to matters concerning the right of the Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

d. For purposes of this Agreement, a "Reviewing Party" shall mean any appropriate person or body consisting of a member or members of the Company's Board of Directors or similar governing party, or any other person or body appointed by such body, who is not a party to the particular Claim for which the Indemnitee is seeking indemnification, or Independent Legal Counsel.

e. For purposes of this Agreement, "Voting Securities" shall mean any securities of the Company that vote generally in the election of directors.

10. Counterparts. This Agreement may be executed in one or more counter- parts, each of which shall constitute an original.

11. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims regardless of whether the Indemnitee continues to serve as a director, officer, employee, agent, or fiduciary of the Company or of any other enterprise, including subsidiaries of the Company, at the Company's request.

12. Attorneys' Fees. In the event that any action is instituted by an Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, the Indemnitee shall be entitled to be paid all Expenses incurred by the Indemnitee with respect to such action, if the Indemnitee is ultimately successful in such action.

13. Notice. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given: (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid; (b) upon delivery, if delivered by hand; (c) one (1) business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid; or (d) one (1) day after the business day of delivery by facsimile transmission, if deliverable by facsimile transmission, with copy by first class mail, postage prepaid, and shall be addressed if to an Indemnitee, at the Indemnitee's address as set forth beneath the Indemnitee's signature to this Agreement and if to the Company at the address of its principal corporate offices (attention: Secretary) or at such other address as such party may designate by ten (10) days' advance written notice to the other party hereto.

14. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

15. Choice of Law. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

16. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

17. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by all parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. Notwithstanding the foregoing, the Company may amend this Agreement without the consent of the Indemnitee solely to add additional Indemnitees hereunder.

18. Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

19. No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving the Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

SKYTERRA COMMUNICATIONS, INC.

By: _________________________________

Name: _______________________________

Title: ________________________________

INDEMNITEE:

Name: _______________________________

EX-99 3 exhibit99-1.htm EXHIBIT 99.1

Exhibit 99.1

SKYTERRA COMMUNICATIONS, INC.

2006 EQUITY AND INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

This RESTRICTED STOCK AGREEMENT (this "Agreement"), dated as of the 18th day of December, 2006, is entered into by and between SkyTerra Communications, Inc., a Delaware corporation (the "Company"), and Alexander H. Good (the "Grantee" and, together with the Company, the "Parties").

RECITALS

The Board has determined to grant to the Grantee restricted shares of Common Stock pursuant to the Company's 2006 Equity and Incentive Plan (the "Plan") on the terms and conditions set forth herein, and hereby grants such restricted shares on the date that a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, covering the shares of Common Stock issuable pursuant to the Plan (the “Plan Shares”) becomes effective (the “Date of Grant”).

Any capitalized terms not defined herein shall have their respective meanings set forth in the Plan.

NOW, THEREFORE, the Parties hereto agree as follows:

1. Grant of Restricted Stock. The Grantee is entitled to 400,000 shares of Common Stock pursuant to the terms and conditions of this Agreement (the "Restricted Stock", which shall consist of the Time Vesting Shares and the Performance Vesting Shares, as defined in Section 2 below) granted effective as of the Date of Grant, subject to the restrictions set forth below and the terms of this Agreement. The Grantee shall not be required to pay any cash consideration in exchange for the Restricted Shares.

Restrictions and Restricted Period.

(a) Restrictions. Shares of Restricted Stock granted hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture as described in Section 4 below until the lapse of the Restrictions (as defined below).

(b)

Restrictions.

(i) Time Vesting Restrictions. Subject to Section 4 below, the restrictions set forth herein shall lapse and the shares of Restricted Stock

shall become vested and transferable (provided, that such transfer is otherwise in accordance with federal and state securities laws, and subject to Section 4(b)) as to: 33.34% of the shares of Restricted Stock (133,334 shares) (the “Time Vesting Shares”) on December 18, 2009 (the “Time Vesting Restriction”).

(ii) Performance Vesting Restrictions. Subject to Section 4 below, the restrictions set forth herein shall lapse and the shares of Restricted Stock shall become vested and transferable (provided, that such transfer is otherwise in accordance with federal and state securities laws, and subject to Section 4(b)) as to (x) 33.33% of the shares of Restricted Stock (133,333 shares) on the first day following the twentieth consecutive trading day on which the last sale price or, if unavailable, the average of the closing bid and asked prices per share of the Stock exceeds $20 per share (together with the shares in Section 2(b)(ii)(y), the “Performance Vesting Shares”); and (y) as to an additional 33.33% of the shares of Restricted Stock (133,333 shares) on the first day following the twentieth consecutive trading day on which the last sale price or, if unavailable, the average of the closing bid and asked prices per share of the Stock exceeds $25 per share (the “Performance Vesting Restrictions”, together with the Time Vesting Restrictions, the “Restrictions”), provided however, that to the extent either of the Performance Vesting Restrictions have not lapsed by June 18, 2010 (the “Expiration Period”), such Performance Vesting Shares shall be forfeited to the Company without payment or any consideration by the Company, and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Performance Vesting Shares.

3. Rights of a Stockholder. From and after the Date of Grant and for so long as the Restricted Stock is held by or for the benefit of the Grantee, the Grantee shall have all the rights of a stockholder of the Company with respect to the Restricted Stock, including, but not limited to, the right to receive dividends and the right to vote such shares. If there is any stock dividend, stock split or other change in character or amount of the Restricted Stock, then in such event, any and all new, substituted or additional securities to which Grantee is entitled by reason of the Restricted Stock shall be immediately subject to the Restrictions set forth in Sections 2 and 4 with the same force and effect as the Restricted Stock subject to such Restrictions immediately before such event.

Cessation of Employment.

(a) Forfeiture. If the Grantee's employment with the Company is terminated by the Company for Cause (as defined below) or if Grantee voluntarily terminates his employment with the Company other than for Good Reason (as defined below), then the Restricted Stock, to the extent the Restrictions have not lapsed, shall be forfeited to the Company without payment of any consideration by the Company, and neither the Grantee nor any of his successors, heirs, assigns, or

personal representatives shall thereafter have any further rights or interests in such shares of Restricted Stock.

(b) Accelerated Vesting. If the Grantee's employment is terminated by the Company for reasons other than Cause (as such term is defined in Section 4(c) below) or as a result of death or Disability, or if Grantee voluntarily terminates his employment with the Company for Good Reason (as defined below):

(i) the Time Vesting Shares shall immediately vest in full, and the Company shall deliver the Time Vesting Shares promptly after such termination of employment; and

(ii) the Performance Vesting Shares shall remain outstanding and subject to continued vesting for the lesser of (x) twelve months from the date of such termination or (y) Expiration Period (as defined in Section 2(b)(ii) above) and the Company shall deliver the Performance Vesting Shares to the extent such shares vest during such period.

(c)

Definitions. For purposes of this Restricted Stock Agreement:

(i) Cause shall have the definition set forth in Section 3(e) of the Plan.

(ii) Good Reason shall mean the occurrence (without the Grantee's express written consent) of any of the following events: (i) a ten or more percent reduction in the Grantee's annual base salary (including any base salary paid by Mobile Satellite Ventures LP (“MSV”) to Grantee) as in effect immediately prior the date of this Agreement; (ii) in the case of the Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) of the Company, being stripped of the title of CEO or CFO, as the case may be, at either the Company or MSV; or (iii) the relocation of the Grantee's principal place of employment to a location more than fifty (50) miles from the Grantee 's principal place of employment immediately prior to the date hereof or the Company's requiring the Grantee to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Grantee's business travel obligations prior to the date hereof.

5. Change of Control. Upon a Change of Control, as defined in Section 3(f) of the Plan, to the extent the Company’s Common Stock continues to be traded on an exchange or in an over-the-counter market: (i) Restricted Stock shall remain outstanding and subject to the vesting restrictions contained in this Agreement. To the extent the Company’s Common Stock will cease to be traded on an exchange or in an over-the-counter market immediately following a pending Change of Control, the Committee shall, immediately prior to the Change of Control, make such

equitable adjustment as it deems necessary or appropriate in accordance with the terms of the Plan.

6. Certificates. Restricted Stock granted herein may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Grantee, then the Company may retain physical possession of the certificate until the relevant restrictions have lapsed.

7. Legends. The Company may require, as a condition of the issuance and delivery of certificates evidencing Restricted Stock pursuant to the terms hereof, that the certificates bear the legend as set forth immediately below, in addition to any other legends required under federal and state securities laws or as otherwise determined by the Committee. All certificates representing any of the shares of Restricted Stock subject to the provisions of this Agreement shall have endorsed thereon the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER HELD BY THE ISSUER OR ITS ASSIGNEES(S) AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF THE SHARES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

Such legend shall not be removed until such shares vest pursuant to the terms hereof.

8. Taxes. The Grantee shall pay to the Company promptly upon request, at the time the Grantee recognizes taxable income in respect to the shares of Restricted Stock, an amount equal to the federal, state and/or local taxes the Company determines it is required to withhold under applicable tax laws with respect to the shares of Restricted Stock. In lieu of collecting payment from the Grantee, the Company may, in its sole discretion, distribute vested shares of Common Stock net of the number of whole shares of Common Stock the fair market value of which is equal to the minimum amount of federal, state and local taxes required to be withheld under applicable tax laws. The Grantee understands that he (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

9. Authorization to File Registration Statement on Form S-8. The Company hereby represents that it has authorized management of the Company to prepare and file with the SEC, a registration statement on Form S-8 covering the Plan Shares, including the Restricted Stock, and that the Company shall not withdraw such authorization.

10.

Miscellaneous.

(a) Restrictions on Transfer. Shares of Restricted Stock may not be transferred or otherwise disposed of by the Grantee, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, except as permitted by the Committee, or by will or the laws of descent and distribution.

(b) Compliance with Law and Regulations. The award and any obligation of the Company hereunder shall be subject to all applicable federal, state and local laws, rules and regulations and to such approvals by any government or regulatory agency as may be required. Any purported transfer or sale of the shares of Common Stock shall be subject to restrictions on transfer imposed by any applicable state and Federal securities laws. Any transferee shall hold such shares of Common Stock subject to all the provisions hereof and shall acknowledge the same by signing a copy of this Agreement.

(c) Invalid Transfers. No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the shares of Restricted Stock by any holder thereof in violation of the provisions of this Restricted Stock Agreement shall be valid, and the Company will not transfer any of said shares of Restricted Stock on its books or otherwise nor will any of said shares of Restricted Stock be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with said provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

(d) Incorporation of Plan. This Agreement is made under the provisions of the Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent with it. To the extent that this Agreement is silent with respect to, or in any way inconsistent with, the terms of the Plan, the provisions of the Plan shall govern and this Restricted Stock Agreement shall be deemed to be modified accordingly.

(e) Notices. Any notices required or permitted hereunder shall be addressed to the Company, at its principal offices, or to the Grantee at the address then on record with the Company, as the case may be, and deposited, postage prepaid, in the United States mail. Either party may, by notice to the other given in the manner aforesaid, change his or its address for future notices.

(f) Successor. This Agreement shall bind and inure to the benefit of the Company, its successors and assigns, and the Grantee and his or her personal representatives and beneficiaries.

(g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding

and conclusive upon the Grantee and his legal representative in respect of any questions arising under the Plan or this Agreement.

(h) Amendment. This Agreement may be amended or modified by the Company at any time; provided that notice is provided to the Grantee in accordance with Section 8(e); and provided further that no amendment or modification that is adverse to the rights of the Grantee as provided by this Agreement shall be effective unless set forth in a writing signed by the Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above written.

SKYTERRA COMMUNICATIONS, INC.

By /s/ Robert Lewis

Name:	Robert Lewis
Title:	Senior Vice President, General Counsel and Secretary

The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Agreement.

/s/ Alexander H. Good

Alexander H. Good

Address

EX-99 4 exhibit99-2.htm EXHIBIT 99.2

Exhibit 99.2

SKYTERRA COMMUNICATIONS, INC.

2006 EQUITY AND INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

This RESTRICTED STOCK AGREEMENT (this "Agreement"), dated as of the 18th day of December, 2006, is entered into by and between SkyTerra Communications, Inc., a Delaware corporation (the "Company"), and Scott Macleod (the "Grantee" and, together with the Company, the "Parties").

RECITALS

Any capitalized terms not defined herein shall have their respective meanings set forth in the Plan.

NOW, THEREFORE, the Parties hereto agree as follows:

1. Grant of Restricted Stock. The Grantee is entitled to 200,000 shares of Common Stock pursuant to the terms and conditions of this Agreement (the "Restricted Stock", which shall consist of the Time Vesting Shares and the Performance Vesting Shares, as defined in Section 2 below) granted effective as of the Date of Grant, subject to the restrictions set forth below and the terms of this Agreement. The Grantee shall not be required to pay any cash consideration in exchange for the Restricted Shares.

Restrictions and Restricted Period.

(b)

Restrictions.

(i) Time Vesting Restrictions. Subject to Section 4 below, the restrictions set forth herein shall lapse and the shares of Restricted Stock

shall become vested and transferable (provided, that such transfer is otherwise in accordance with federal and state securities laws, and subject to Section 4(b)) as to: 33.34% of the shares of Restricted Stock (66,667 shares) (the “Time Vesting Shares”) on December 18, 2009 (the “Time Vesting Restriction”).

(ii) Performance Vesting Restrictions. Subject to Section 4 below, the restrictions set forth herein shall lapse and the shares of Restricted Stock shall become vested and transferable (provided, that such transfer is otherwise in accordance with federal and state securities laws, and subject to Section 4(b)) as to (x) 33.33% of the shares of Restricted Stock (66,666 shares) on the first day following the twentieth consecutive trading day on which the last sale price or, if unavailable, the average of the closing bid and asked prices per share of the Stock exceeds $20 per share (together with the shares in Section 2(b)(ii)(y), the “Performance Vesting Shares”); and (y) as to an additional 33.33% of the shares of Restricted Stock (66,666 shares) on the first day following the twentieth consecutive trading day on which the last sale price or, if unavailable, the average of the closing bid and asked prices per share of the Stock exceeds $25 per share (the “Performance Vesting Restrictions”, together with the Time Vesting Restrictions, the “Restrictions”), provided however, that to the extent either of the Performance Vesting Restrictions have not lapsed by June 18, 2010 (the “Expiration Period”), such Performance Vesting Shares shall be forfeited to the Company without payment or any consideration by the Company, and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Performance Vesting Shares.

Cessation of Employment.

personal representatives shall thereafter have any further rights or interests in such shares of Restricted Stock.

(i) the Time Vesting Shares shall immediately vest in full, and the Company shall deliver the Time Vesting Shares promptly after such termination of employment; and

(c)

Definitions. For purposes of this Restricted Stock Agreement:

(i) Cause shall have the definition set forth in Section 3(e) of the Plan.

equitable adjustment as it deems necessary or appropriate in accordance with the terms of the Plan.

Such legend shall not be removed until such shares vest pursuant to the terms hereof.

10.

Miscellaneous.

(f) Successor. This Agreement shall bind and inure to the benefit of the Company, its successors and assigns, and the Grantee and his or her personal representatives and beneficiaries.

and conclusive upon the Grantee and his legal representative in respect of any questions arising under the Plan or this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above written.

SKYTERRA COMMUNICATIONS, INC.

By /s/ Robert Lewis

Name:	Robert Lewis
Title:	Senior Vice President, General Counsel and Secretary

The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Agreement.

/s/ Scott Macleod

Scott Macleod

Address

EX-99 5 exhibit99-3.htm EXHIBIT 99.3 - PRESS RELEASE

Exhibit 99.3

For Immediate Release

Contracts:

MSV	SkyTerra
Khristyn Brimmeier	Robert Lewis
202.530.4581	212-730-7540
Khristyn.Brimmeier@bm.com	info@skyterracom.com

SKYTERRA COMMUNICATIONS NAMES ALEX GOOD CEO AND PRESIDENT, SCOTT MACLEOD CFO

December 18, 2006 – Reston, VA -- SkyTerra Communications, Inc. (SKYT.OB) today announced that Alexander H. Good was named Chief Executive Officer and President, and Scott G. Macleod was named Executive Vice President, Chief Financial Officer and Treasurer.

Mr. Good will continue to serve in his current role as Vice Chairman and CEO of Mobile Satellite Ventures LP (MSV), the principal operating subsidiary of SkyTerra. Mr. Macleod will also continue to serve in his current role as Chief Financial Officer of MSV. Mr. Good is replacing Jeffrey Leddy, who has served as Chief Executive Officer and President of SkyTerra since April 2003 and was concurrently added to the Board of Directors of SkyTerra. Mr. Leddy also will retain his position on the MSV Board. At the time of Mr. Macleod’s appointment, Craig Kaufmann who has served as SkyTerra’s Controller and Treasurer since April 2003, ceased his employment with the Company.

"Alex Good brings proven experience and competitive insight into the communications industry and Scott Macleod has a proven background in communications financings and financial management – key factors that will help drive the Company’s competitive and strategic market positioning,” said Jeff Leddy. “I am confident they can successfully guide development and implementation of SkyTerra's strategic plan and continue to bring value to our shareholders."

“The alignment of the SkyTerra and MSV management and ownership structure is an important next step for both companies – creating a single, public-entity vehicle, with improved liquidity, access to capital, and a more attractive platform for partners”, said Mr. Good.

Mr. Good has a long history in the telecommunications field as an operating executive and on the Boards of telecom businesses. Mr. Good was the executive vice president of Bell Atlantic (now Verizon) and served as a member of that company’s Executive Committee. Prior to that, Good served as CEO and President of Bell Atlantic

International, where he led the company’s high growth international operations. He also initiated and oversaw the company’s investments in other areas, including the satellite industry. Prior to his service with Bell Atlantic, he served as CEO and Chairman of the Board of Mtel International.

Mr. Macleod brings extensive experience in financing and strategic advisory transactions within the telecom industry. From 2003 to 2006, Mr. Macleod was Managing Director responsible for Rothschild’s North American Telecom practice. Prior to joining Rothschild, Mr. Macleod was Executive Vice President and Chief Corporate Development Officer of XO Communications and had previously been Managing Director and founding member of Merrill Lynch’s Global Communications Group.

In commenting on the management changes, Andrew Africk, a Director of SkyTerra, said, “Under Jeff’s leadership, SkyTerra has not only created significant shareholder value, but we have rationalized the ownership structure of MSV to better position it for the future. The dedication and hard work of Jeff and Craig have been instrumental in making all of this happen. The entire Board appreciates all they have done to get the Company to where it is today.”

About SkyTerra Communications, Inc.

SkyTerra Communications (OTC BB: SKYT.0B) is the majority and controlling owner of Mobile Satellite Ventures LP (MSV). MSV is developing the first hybrid cellular/satellite communications network, which will create a new category of wireless voice and data services and reshape the communications industry through the delivery of ubiquitous, transparent and seamless coverage throughout North America to conventional handsets. MSV has extensive patents on the technology and holds the first FCC license to provide these services. MSV conceived and has aggressively developed the hybrid network construct known as ATC (Ancillary Terrestrial Component), and to date holds over 800 patents issued and 500 additional published ATC patent claims. These 1300 issued and published claims span the breadth of all ATC network features, functions and system components, including the satellite, terrestrial and end-user equipment. For North American coverage, MSV and its joint venture partner, MSV Canada, have started construction of two satellites and the associated ground segment of the network. The MSV satellites will be the most powerful and technologically advanced commercial satellites ever built. When completed, the MSV network will transform communications through the delivery of advanced emergency response, aviation and transportation services, as well as content-rich entertainment services, to consumers through interoperable, user-friendly voice, video and high-speed data services.

# # #

Statement under the Private Securities Litigation Reform Act:

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the strategy of SkyTerra and MSV and the transactions and plans described in this press release. Such statements generally include words such as could, can, anticipate, believe, expect, seek, pursue, proposed, potential and similar words. Such forward-looking statements are subject to uncertainties relating to the ability of SkyTerra and MSV to raise additional capital or consummate a strategic transaction, as well as the ability of SkyTerra and MSV to execute their business plan. We assume no obligation to update or supplement such forward-looking statements.

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