8-K

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): August 22, 2007 (August 20, 2007)

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)

 (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):

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

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

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

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

Section 5 - Corporate Governance and Management

Item 5.02 Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

 (c) Effective August 20, 2007, the Board of Directors unanimously appointed James Wiseman to the office of Vice President and Corporate Controller of the Company.  Mr. Wiseman will also serve as the Company’s principal accounting officer, as well as a Vice President and Corporate Controller of the Company’s subsidiary, Mobile Satellite Ventures LP (“MSV”).

Prior to joining the Company and MSV, Mr. Wiseman, 38, served as the Vice President Finance and Worldwide Controller of MicroStrategy, Inc. from May 2005 through August 2007.  Prior to that, Mr. Wiseman was with Discovery Communications from March 2001 through May 2005, where he served as Vice President Corporate Finance from August 2004 through May 2005 and  as Vice President Corporate Accounting and Reporting from March 2001 through August 2004.

On August 20, 2007, the Company granted Mr. Wiseman an option to purchase 56,400 shares of the Company's Common Stock (the “Option”) at $12.41 per share under the 2006 Equity and Incentive Plan (the "Plan”).  The Option will vest ratably annually in thirds on each of August 20, 2008, August 20, 2009 and August 20, 2010.

The Option Agreement, a form of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference provides that: (i) upon the termination by the Company or MSV of Mr. Wiseman’s employment other than for Cause, as defined in the Plan, all unvested options shall immediately vest and remain exercisable for one year from the date of termination; (ii) upon the termination by Mr. Wiseman of his employment with the Company for Good Reason within one year following a Change of Control, as defined in the Plan, all unvested options shall immediately vest and remain exercisable for one year from the date of such termination; and (iii) upon the termination of by Mr. Wiseman of his employment with the Company, other than for Good Reason within one year following a Change of Control, as defined in the Plan, Mr. Wiseman has 90 days from the termination to exercise any vested options and all unvested options are extinguished on the date of such termination.  

Mr. Wiseman is also party to an offer letter with MSV, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference, the material terms of which are as follows:

Mr. Wiseman’s base salary shall be $220,000 and his discretionary bonus target is 30% of his annualized salary.  Mr. Wiseman will receive a one-time sign on bonus of $44,000.  If Mr. Wiseman is terminated during the two year period following August 20, 2007, without Cause, as defined in a Change of Control Agreement between Mr. Wiseman and MSV, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-k and incorporated herein by reference, Mr. Wiseman is entitled to six months of salary and target bonus.

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. Wiseman’s employment without cause or Mr. Wiseman terminates his employment for good reason,  Mr. Wiseman is entitled to (i) a lump sum severance payment in an amount equal to the sum of  Mr. Wiseman’s base salary and his average bonus for 12  months; and (ii) 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 Wiseman and any other persons pursuant to which he was appointed as an officer and there are no related party transactions between Mr. Wiseman 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. Wiseman’s compensation, as disclosed above.

Section 8 - Other Events

Item 8.01 Other Events.

On August 21, 2007, the Company issued a press release announcing the appointment of Mr. Wiseman as an officer of the Company.  A copy of such press release is attached hereto as Exhibit 99.4 and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1           Stock Option Agreement, by and between James Wiseman and the Company, dated August 20, 2007.

99.2           Offer Letter between James Wiseman and Mobile Satellite Ventures LP, dated July 13, 2007.

99.3           Change of Control Agreement between James Wiseman and MSV, dated August 20, 2007.

99.4           Press release issued by the Company dated August 21, 2007.

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: August 22, 2007	SKYTERRA COMMUNICATIONS, INC.
	By:	/s/ SCOTT MACLEOD
		Name:	Scott Macleod
		Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

TERMS OF STOCK OPTION

This Agreement, including Schedule A hereto, (collectively, the "Agreement") sets forth the terms of stock options (each an "Option" collectively, the "Options") granted to you (the "Participant") by SkyTerra Communications, Inc., a Delaware corporation (the "Company").

BACKGROUND

A.    Participant is an executive or consultant of the Company or one of its Subsidiaries.

B.    In consideration of services to be performed, the Company desires to afford the Participant an opportunity to purchase shares of its common stock in accordance with the SkyTerra Communications, Inc. 2006 Equity and Incentive Plan (the "Plan") as provided herein.

C.    Any capitalized terms not otherwise defined herein shall have the meaning accorded them under the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties, hereto, intending to be legally bound, agree as follows:

1.Grant of Options.  The Company hereby irrevocably grants to Participant the right to purchase all or any part of the aggregate number of shares of the common stock of the Company ("Common Stock"), par value $.01 per share (the "Option Shares") specified on Schedule A attached hereto (the "Certificate"), which option(s) shall constitute a Non-Qualified Stock Option, at the grant price listed in the Certificate (the "Option Price"), during the period and subject to the conditions hereinafter set forth.

2.Option Period.  The Options may be exercised in accordance with the provisions of Paragraphs 3 and 4 hereof during the applicable option period (the “Option Period”), which shall begin on the date specified in the Certificate (the "Grant Date") and shall end on the expiration date specified in the Certificate (the "Option Expiration Date").  All rights to exercise the Options shall terminate on the applicable Option Expiration Date.

3.Exercise of Option.  Each Option shall be exercisable in accordance with the applicable vesting schedule and at the applicable grant price per share specified in the Certificate, provided that any portion of any Option which is exercisable in any year, but not exercised, may be carried forward and exercised in any future year during the applicable Option Period, but in no event after the applicable Option Expiration Date.  In addition:

(a)   Other than for reason’s set forth in Paragraph 3(c), upon the termination by the Company or its Subsidiaries of Participant’s employment or service with the Company or its Subsidiaries, other than for Cause, as defined in the Plan, any portion of the Option granted to Participant that is not exercisable as of the date of such termination of employment or service shall immediately vest, and the Option shall remain exercisable for a period of one year from and including the date of termination of employment or service (and shall terminate thereafter).

(b)   Upon the termination by Participant of Participant’s employment or service with the Company or its Subsidiaries, except for Good Reason within one year following a Change of Control, the portions of the outstanding Option granted to Participant that

(1)

are exercisable as of the date of such termination of employment or service shall remain exercisable for a period of ninety (90) days from and including the date of termination of employment or service (and shall terminate thereafter). Unless the Committee in its sole discretion determines otherwise, all portions of outstanding Options which are not exercisable as of the date of such termination of employment or service, shall terminate upon the date of such termination of employment or service.

(c)   If Participant shall die while employed by or providing service to the Company or its Subsidiaries, or within thirty (30) days after the date of termination of Participant’s employment or service, or if the Participant’s employment or service terminates by reason of Disability, the portions of the outstanding Option that are exercisable as of the date of such termination of employment or service shall remain exercisable for a period of one year from and including the date of termination of employment or service (and shall terminate thereafter). Unless the Committee in its sole discretion determines otherwise, all portions of the outstanding Option which are not exercisable as of the date of such termination of employment or service, shall terminate upon the date of such termination of employment or service.

(d)   If Participant’s employment or service is terminated by the Company or its Subsidiaries for Cause, all outstanding Options, whether or not they are exercisable as of the date of such termination of employment or service, shall terminate upon the date of such termination of employment or service; and

(e)   upon Participant's termination of employment for Good Reason, on or within one year following a Change in Control, the Option, to the extent not exercisable on the date of such termination of employment or service, shall become fully exercisable and vested, and shall remain exercisable for one year from and including the date of such termination of employment or service (and shall terminate thereafter).

4.Manner of Exercise.  Exercise of the Options shall be by written notice to Company pursuant to Paragraph 11 hereof and shall be in accordance with Section 6(g) of the Plan.  Upon receipt of such notice and payment, the Company shall deliver a certificate or certificates representing the Option Shares purchased.  The certificate or certificates representing the Option Shares shall be registered in the name of the Participant, or if the Participant so requests, shall be issued in or transferred into the name of the Participant and another person jointly with the right of survivorship.  The certificate or certificates shall be delivered to or upon the written order of the Participant.  No Participant or his legal representative, legatees or distributees, as the case may be, shall be or shall be deemed to be a holder of any shares subject to the Options unless and until certificates for such shares are issued to him or them upon the exercise of an Option.  The Option Shares that shall be purchased upon the exercise of the Options as provided herein shall be fully paid and nonassessable.

5.Transferability of Options.  The Options are not transferable by the Participant other than by will or by the laws of descent and distribution in the event of the Participant's death, in which event the Options may be exercised by the heirs or legal representatives of the Participant as provided in Paragraph 5 hereof.  The Options may be exercised during the lifetime of the Participant only by the Participant.  Any attempt at assignment, transfer, pledge or disposition of the Options contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Options shall be null and void and without effect.  Any exercise of the Options by a person other than the Participant shall be accompanied by appropriate proofs of the right of such person to exercise the Options.

(2)

6.Option Shares to be Purchased for Investment.  The Company currently has an effective registration statement under the Securities Act of 1933 (the “Act”) covering the Option Shares.  If for any reason that registration statement shall cease to be effective, it shall be a condition to the exercise of the Options that the Option Shares acquired upon such exercise be acquired for investment and not with a view to distribution.  If requested by the Company upon advice of its counsel that the same is necessary or desirable, the Participant shall, at the time of purchase of the Option Shares, deliver to the Company Participant's written representation that Participant (a) is purchasing the Option Shares for his own account for investment, and not with a view to public distribution or with any present intention of reselling any of the Option Shares (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act); (b) has been advised and understands that (i) the Option Shares have not been registered under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Participant any exemption from such registration; and (c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws.

7.Changes in Capital Structure.  The number of Option Shares covered by the Options and the Option Price shall be subject to adjustment in accordance with Section 4(d) of the Plan

            8.Legal Requirements.  If the listing, registration or qualification of the Option Shares upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase of the Option Shares, the Company shall not be obligated to issue or deliver the certificates representing the Option Shares as to which the Options have been exercised unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained.  The Options do not hereby impose on the Company a duty to so list, register, qualify, or effect or obtain consent or approval. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on the certificates for the Option Shares being issued calling attention to the fact that they have been acquired for investment and have not been registered, such legend to read substantially as follows:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS THERE IS A REGISTRATION STATEMENT IN EFFECT COVERING SUCH SECURITIES OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS."

            9.     No Obligation to Exercise Options.  The Participant shall be under no obligation to exercise the Options.

            10.  Notices.  All notices required or permitted hereunder shall be in writing and shall be deemed to be properly given when personally delivered to the party entitled to receive the notice or when sent by certified or registered mail, postage prepaid, properly addressed to the party entitled to receive such notice at the address stated below:

(3)

         11.   If to the Company:                         Address of Company on file with the Securities and Exchange Commission

                  Attention: General Counsel

  If to the Participant:         Address of Participant on file with the Company

            12.  Administration.  The Options have been granted pursuant to the Plan, and are subject to the terms and provisions thereof. By acceptance hereof the Participant acknowledges receipt of a copy of the Plan.  All questions of interpretation and application of the Plan and the Options shall be determined by the Company, and such determination shall be final, binding and conclusive.

            13.   Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

            14.   Governing Law.  This Agreement shall be governed by and construed under the laws of the State of Delaware without regard to conflicts of laws principles.

            15.   Acceptance.  This Agreement may be accepted via an electronic acceptance, or in manually executed counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

16.   Amendment.  This Agreement may not be amended except via an electronic acceptance or in a writing signed by both parties.

IN WITNESS WHEREOF, this Agreement has been executed and delivered to the Participant identified in Schedule A hereto as of the Grant Date.

SKYTERRA COMMUNICATIONS, INC
By:	/s/ SCOTT MACLEOD
Name:	Scott Macleod
Title:	Executive Vice President, Chief Financial Officer and Treasurer
PARTICIPANT
/s/ JAMES WISEMAN
James Wiseman

(4)

                                                       SCHEDULE A

NAME:  JAMES WISEMAN

TYPE OF OPTIONS	NUMBER OF OPTIONS	GRANT DATE	EXERCISE PRICE	VESTING SCHEDULE	OPTION EXPIRATION DATE
NQSO	56,400	August 20, 2007	$12.41	18,800 on 8/20/08 1st anniversary of Grant Date 18,800 on 8/20/09 2nd anniversary of Grant Date 18,800 on 8/20/10 3rd anniversary of Grant Date	August 20, 2017, subject to terms of Agreement.

(5)

EX-99.2

	EXHIBIT 99.2

James A. Wiseman	July 13, 2007
1904 Trumpet Court
Vienna, VA 22182

Re:  Offer of Employment

Dear Jim,

We are pleased to offer you employment with Mobile Satellite Ventures (the “Company”) at our Reston headquarters.  This letter sets forth the terms and conditions of your employment.

1.   Title and Responsibilities:  Your initial position will be Vice President and Corporate Controller for Mobile Satellite Ventures LP and its corporate parent, SkyTerra Communications, Inc.  You will be responsible for the overall management and direction of all corporate accounting, tax, and budgeting activities and all such other activities normally associated with the role of Corporate Controller (including serving as the Principal Accounting Officer for SkyTerra Communications.)  This is a full time position, with a start date of August 20, 2007.

2.   Salary:  Your initial salary will be paid at the rate of $8,461.54 in bi-weekly installments which equates to $220,000.00 on an annualized basis, payable in accordance with the Company’s standard payroll practices.

3.   Annual Bonus:  You will also be eligible for an annual discretionary bonus equal to 30% of your base compensation, as determined by both corporate and individual performance.  Typically, annual bonuses are prorated for the number of months employee is with the company in the first year.  As an added incentive, your 2007 bonus will not be prorated for the number of months employed.

4.   Sign-On Bonus:  You will receive a sign-on bonus of $44,000.00.  This one-time payment is intended to offset costs associated with leaving your current employer to join MSV.  Should you voluntarily leave MSV within one year or are terminated for misconduct, you must refund a prorated portion of any bonus received (including any tax payments made on these amounts on your behalf) or have that amount withheld from your salary or other compensation.

5.   Stock Option(s):  Subject to requisite approval of the SkyTerra Board of Directors (or its Compensation Committee) you will be granted a stock option with respect to 56,400 shares of SkyTerra Communications, Inc. common stock in the SkyTerra Communications, Inc. 2006 Equity and Incentive Plan (the “Plan”) at an exercise price of $12.41.  The options shall vest in three equal installments beginning on the first anniversary of the Grant Date and otherwise consistent with the SkyTerra Equity and Unit Incentive Agreement approved for grant to SkyTerra employees.

6.   Termination Protections:  Should the Company terminate you, during the two year period following the Commencement Date (defined as first date of employment), without Cause (as defined in your Change of Control Agreement), you shall be entitled to six (6) month’s salary and target bonus.

In consideration of employment, including the grant of SkyTerra options you will also enter into the following:  1) a Stock Option Agreement and Restricted Stock Agreement in the form provided; 2) a Change of Control Agreement in the form provided; and 3) a Confidentiality, Non-Competition and Non-Solicitation Agreement in the form provided.  In addition, on your date of hire, you will accept the Company’s standard employee agreements with respect to corporate policies and conduct, including the assignment to MSV of any intellectual property/patents developed as an employee.  This offer is also contingent on your ability to satisfy the eligibility requirements for employment in the United States, including as appropriate proof of citizenship and/or permanent residency.

Your employment is subject to the Company’s personnel policies and procedures which are subject to change from time to time at the Company’s sole discretion. Your employment with the Company will be “at will” which means that either you or the Company may terminate your employment at any time for any reason. You will be eligible to participate in the benefit plans offered to Senior Executives, also subject to change from time to time at the Company’s sole discretion, including:

Offer Letter
Page 2 of 2 

a)	Health and Wellness plans including Medical and Dental Insurance as provided by the Company;
b)	Tax deferred, company matching 401(k), or other available savings plan(s);
c)	Life and Disability insurance;
d)	Paid Time Off (“PTO”) accrual rate of 6.15 hours per pay period;
e)	Standard company holidays.

By signing this letter you represent that you have full authority to accept this position and perform the duties of the position without conflict with any other obligations and that you are not involved in any situation that might create, or appear to create, a conflict of interest with respect to your loyalty to or duties for the Company.  You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance of your duties to the Company. You agree not to bring to the Company or use in the performance of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless you have obtained express written authorization from the former employer for their possession and use.

By signing this letter, you acknowledge the terms described in this letter, which supersede any prior representations or agreements, whether written or oral.  There are no terms, conditions, representations, warranties or covenants other than those contained herein.

This Agreement may be executed in one or more counterparts each of which shall be deemed an original.  If any part of this Agreement is found to be illegal or unenforceable, such determination shall not affect the enforceability of the remaining provisions which shall remain in effect.   All notices shall be hand delivered to you at the address noted above, and such further address as you provide the company and if to the Company, by hand delivery to the CEO.  This Agreement shall be governed by the laws of the Commonwealth of Virginia.

This is an exciting time for our business and for our industry.  We look forward to your joining our team.

Respectfully,

/s/ Alexander H. Good

Alexander H. Good

Vice Chairman and CEO

MSV LP

Date Executed:

Enclosures

Cc:           Applicant File

Agreed & Accepted:
/s/ James A. Wiseman	7/16/07
James A. Wiseman	Date

Mobile Satellite Ventures LP 10802 Parkridge Boulevard, Reston, Virginia 20191-5416

EX-99.3

EXHIBIT 99.3

EXECUTIVECHANGE OF CONTROL

AGREEMENT

THIS AGREEMENT dated as of August 20, 2007 is made by and between Mobile Satellite Ventures LP, a Delaware limited partnership (the "Company"), and James A. Wiseman (the "Executive").

WHEREAS, the Company considers it essential and in its best interests and in the best interests of its equity owners to foster the continuous employment of certain key management personnel, including the Executive; and

WHEREAS, the Company recognizes that the possibility of a Change of Control (as defined in Section 8.5 hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its equity owners; and

WHEREAS, the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1.  Defined Terms.  For purposes of this Agreement, definitions of certain capitalized terms used in this Agreement are provided in Section 8 and elsewhere in this Agreement.

2.  Term of Agreement.  This Agreement shall become effective on the date hereof and shall remain in effect indefinitely thereafter; provided, however, that (a) except as provided in clause (b) of this Section 2, either the Company or the Executive may terminate this Agreement by giving the other party at least one (1) year advance written notice of such termination, and (b) if a Change in Control shall have occurred during the term of this Agreement, this Agreement may not be terminated until all obligations of either party hereto have been performed in full and the Coverage Period has expired without the occurrence of a Triggering Event. Notwithstanding the foregoing, this Agreement shall terminate upon the Executive's attaining age sixty-five (65), the Executive's Disability or death, except as to obligations of the Company hereunder arising from a Change in Control and a Triggering Event that occurred prior to his having reached such age or prior to the occurrence of his Disability or death.

3.  Agreement of the Company.  In order to induce the Executive to remain in the employ of the Company, the Company agrees, under the terms and conditions set forth herein, that, upon the occurrence of both a Change in Control and a Triggering Event during the term of this Agreement, the Company shall provide to the Executive the benefits described in Sections 3.1 through 3.3 below (the "Severance Benefits"), unless prior to the date of any Triggering Event, the Executive's employment with the Company has been terminated by the Executive for other than Good Reason or by the Company for Cause or due to the Executive's Disability or death.

- 1 -

3.1         Lump-Sum Severance Payment.  In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay to the Executive a lump sum severance payment, in cash, without discount, equal to the sum of (i) the Executive's Annual Base Salary and (ii) the Executive’s Average Bonus.

3.2         Vesting of Options.  The vesting of all options to purchase securities of the Company granted to the Executive pursuant to the Company's 2001 Unit Incentive Plan, as adopted by the Company on December 17, 2001, and amended on January 24, 2003, or any other Company plan that are then held by the Executive shall be accelerated to the Date of Termination and shall continue to be exercisable for a two-year period after such acceleration; any provision contained in the agreement(s) under which such options were granted that is inconsistent with the foregoing is hereby modified to the extent necessary to provide for such acceleration; such acceleration shall not apply to any option that by its terms would vest prior to the date provided for in this Section 3.2.

3.3         Continued Benefits.  For a twelve (12) month period (or, if less, the number of months from the Date of Termination until the date the Executive will reach age sixty-five (65)) after the Date of Termination (the "Benefits Period"), the Company shall provide the Executive with group term life insurance, health insurance, accident and long-term disability insurance benefits (collectively, "Welfare Benefits") substantially similar in all respects to those that the Executive was receiving immediately prior to the Date of Termination (without giving effect to any reduction in such benefits subsequent to a Potential Change in Control or a Change in Control).  During the Benefits Period, the Executive shall be entitled to elect to change his or her level of coverage and/or his or her choice of coverage options (such as Executive only or family medical coverage) with respect to the Welfare Benefits to be provided by the Company to the Executive to the same extent that actively employed senior executives of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Executive shall pay the amount of any cost increase that would actually be paid by an actively employed senior executive of the Company by reason of making the same changes in his or her level of coverage or coverage options.

3.4         Terminations in Anticipation of Change in Control.  The Executive shall be entitled to the Severance Benefits under Section 3 hereof if the Executive's employment is terminated by the Company without Cause prior to a Change in Control and such termination of employment (a) was at the request of a third party which has taken steps reasonably calculated to effect a Change in Control or (b) otherwise arose in anticipation of a Change in Control, in each case as determined by the Board or the Compensation Committee of the Company and/or its general partner.  The Executive shall be entitled to the Severance Benefits under Section 3 hereof if the Executive terminates his or her employment prior to a Change in Control if at the time of such termination a circumstance or event which would constitute Good Reason after a Change in Control has occurred (a) at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (b) in anticipation of a Change in Control, in each case as determined by the Board or the Compensation Committee of the Company and/or its general partner.

- 2 -

4.  Certain Limitations on Payments and Benefits.    The Severance Benefits payable under Section 3.1 hereof shall be reduced by the amount of any other payment or the value of any benefit received or to be received by the Executive that, in the opinion of tax counsel ("Tax Counsel") selected by the Executive and acceptable to the Company's independent auditors, is likely to constitute a "parachute payment" under section 280G(b)(2) of the Code (whether pursuant to the terms of this Agreement or any other plan, agreement or arrangement with the Company or any subsidiary, any person whose actions result in a Change in Control, or any person affiliated with the Company or such person) unless (A) the Executive shall have effectively waived his receipt or enjoyment of such payment or benefit prior to the date of payment of such Severance Benefits, (B) or in the opinion of Tax Counsel, the Severance Benefits (in their full amount or as partially reduced under this Section 4, as the case may be) plus all other payments or benefits that constitute "parachute payments" within the meaning of section 280(b)(2) of the Code are likely to be reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4) of the Code or are otherwise not likely to be subject to disallowance as a deduction by reason of section 280G of the Code.  The value of any noncash benefit or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of section 280G(d)(3) and (4) of the Code.

5.  Timing of Payments.  The payment provided for in Section 3.1 hereof shall be made on the Date of Termination, provided, however, that if the amounts of such payment cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payment and shall pay the remainder of such payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code from the Date of Termination to the payment of such remainder) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination.  In the event that the amount of the estimated payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code from the Date of Termination to the repayment of such excess).

6.  Termination Procedures.

6.1         Notice of Termination.  After a Change in Control, any termination of the Executive's employment (other than by reason of death) must be preceded by a written Notice of Termination from the terminating party to the other party hereto in accordance with Section 7.5 hereof.  For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall (i) specify the date of termination (the "Date of Termination") which shall not be more than sixty (60) days from the date such Notice of Termination is given, (ii) indicate the notifying party's opinion regarding the specific provisions of this Agreement that will apply upon such termination and (iii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for the application of the provisions indicated.  Termination of the Executive's employment shall occur on the specified Date of Termination even if there is a dispute between the parties pursuant to Section 6.2 hereof relating to the provisions of this Agreement applicable to such termination.

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6.2         Dispute Concerning Applicable Termination Provisions.  If within thirty (30) days of receiving the Notice of Termination the party receiving such notice notifies the other party that a dispute exists concerning the provisions of this Agreement that apply to such termination, the dispute shall be resolved either by mutual written agreement of the parties or by expedited commercial arbitration under the rules of the American Arbitration Association, pursuant to the procedures set forth in Section 7.14 herein.  The parties shall pursue the resolution of such dispute with reasonable diligence.  Within five (5) days of such a resolution, any party owing any payments pursuant to the provisions of this Agreement shall make all such payments together with interest accrued thereon at the rate provided in Section 1274(b)(2)(B) of the Code.

7.  Miscellaneous.

7.1         No Mitigation.  The Company agrees that, if the Executive's employment by the Company is terminated in a manner that results in the payment of Severance Benefits hereunder, the Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Agreement.   Further, the amount of any payment or benefit provided for under this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

7.2         Successors.  In a transaction constituting a Change of Control or if the Board otherwise determines to reorganize the Company, in addition to any obligations imposed by law upon any successor to the Company, the Company shall be obligated to require any successor (whether direct or indirect, by purchase, merger, consolidation, operation of law, or otherwise) to all or substantially all of the business and/or assets of the Company 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, or, in the alternative, shall otherwise adequately provide for performance of the Company’s obligations hereunder in the judgment of the Board or the Compensation Committee of the Company and/or its general partner.

7.3         Incompetency.  Any benefit payable to or for the benefit of the Executive, if legally incompetent, or incapable of giving a receipt therefor, shall be deemed paid when paid to the Executive's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company.

7.4         Death.  This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.

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7.5         Notices.  For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses 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 actual receipt:

To the Company:

Mobile Satellite Ventures LP

10802 Parkridge Boulevard

Reston, Virginia  20191-5416

Attention:  Secretary or Legal Counsel

To the Executive:

James A. Wiseman

1904 Trumpet Court

Vienna, A 22812

7.6         Modification, Waiver.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board or its delegee.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.7         Entire Agreement.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  Executive and Company agree that this Agreement shall supersede and entirely replace any prior agreements between the Company and the Executive regarding Change in Control.

7.8         Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws thereof.

7.9         Statutory Changes.  All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections.

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7.10       Withholding.  Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed.

7.11       Validity.  The invalidity or unenforceability of any provision 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.

7.12       No Right to Continued Employment.  Nothing in this Agreement shall be deemed to give any Executive the right to be retained in the employ of the Company, or to interfere with the right of the Company to discharge the Executive at any time and for any lawful reason, subject in all cases to the terms of this Agreement.

7.13       No Assignment of Benefits.  Except as otherwise provided herein or by law, no right or interest of any Executive under the Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Executive under this Agreement shall be liable for, or subject to, any obligation or liability of such Executive.

7.14       Arbitration Procedures.  All disputes relating to this Agreement, including without limitation any disputes under Section 6.2 hereof, shall be submitted to expedited commercial arbitration under the rules of the American Arbitration Association in Washington, D.C., with an arbiter who is mutually acceptable to both parties being selected to preside over such arbitration.  The Federal Rules of Evidence shall apply, and the arbiter shall establish the applicable rules of discovery.  The prevailing party in any arbitration shall be entitled to recover from the other party all fees and expenses (including, without limitation, reasonable attorney's fees and disbursements) incurred in connection with such arbitration.  The arbiter shall determine the scope of arbitrability.  The only judicial relief shall be (a) interim equitable relief and (b) relief in aid of or to enforce arbitration.

7.15       Headings.  The headings and captions herein are provided for reference and convenience only, shall not be considered part of this Agreement, and shall not be employed in the construction of this Agreement.

8.  Definitions.

8.1         "Annual Base Salary" means the greater of (a) the Executive's highest annual base salary in effect during the one (1) year period preceding a Change in Control and (b) the Executive's highest annual base salary in effect during the one (1) year period preceding the Executive's Date of Termination.

8.2         “Average Bonus” means the greater of (a) the Executive’s average annual bonus for the two fiscal years (or such shorter period (which shall be annualized) during which the Executive has been employed by the Company) immediately preceding the fiscal year in which a Change of Control occurs and (b) the Executive’s average bonus for the two fiscal years (or such shorter period (which shall be annualized) during which the Executive has been employed by the Company) immediately preceding the fiscal year which includes the Executive’s Date of Termination.  For purposes of the foregoing definition, references to the “Company” and references to employment by the “Company” shall be deemed also to refer to the Executive’s employment by the Company’s predecessor(s) in the mobile satellite services business, including Motient Corporation and affiliates and TMI Communications and Company, Limited Partnership.

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8.3         "Board" means the Board of Directors of the Company’s general partner, Mobile Satellite Ventures GP Inc.

8.4         "Cause" means:

(a)  the willful and continued failure of the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of the Company which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties;

(b)  the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company;

(c)  personal dishonesty or breach of fiduciary duty to the Company that in either case results or was intended to result in personal profit to the Executive at the expense of the Company; or

(d)  willful violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order, judgment or supervisory agreement, which violation is materially and demonstrably injurious to the Company.

For purposes of the preceding clauses, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company.  Any act, or failure to act, based upon prior approval given by the Board or upon the instructions or with the approval of the Executive's superior or based upon the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.  The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive, as part of the Notice of Termination, a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the purpose of considering such termination (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in clause (a), (b), (c), or (d) above, and specifying the particulars thereof in detail.

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8.5         A "Change in Control" means the occurrence of any of the following events after the date hereof:

(a)  any person or group of persons (as defined in Section 13(d) and 14(d) of the Exchange Act) together with its affiliates, excluding employee benefit plans of the Partnership, is or becomes, directly or indirectly, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) (other than persons who are Members of the Partnership or Affiliates immediately prior to the transaction) of securities of the Partnership representing 50% or more of the combined voting power of the Partnership's then outstanding securities, other than in place as of the date hereof;

(b) the dissolution or liquidation of the Partnership or a merger, consolidation, or reorganization of the Partnership with one or more other entities in which the Partnership is not the surviving entity, or the sale of substantially all of the assets of the Partnership to another person or entity;

(c)  any transaction (including without limitation a merger or reorganization in which the Partnership is the surviving entity) which results in any person or entity (other than persons who are Members of the Partnership or Affiliates immediately prior to the transaction) owning more than 50% of the combined voting power of all classes of securities/interests of the Partnership; or

(d)  individuals who at the beginning of any two-year period constitute the Board, plus new directors of the Partnership whose election or nomination for election by the Partnership's Members is approved by a vote of at least two-thirds of the directors of the Partnership still in office who were directors of the Partnership at the beginning of such two-year period, cease for any reason during such two-year period to constitute at least two-thirds of the members of the Board.

Notwithstanding the immediately foregoing, a Change of Control shall not be deemed to occur solely as a result of any of the following: (i) an initial public offering by the Partnership or any successor thereto, (ii) the consummation of the conversion of the Partnership or its business into a corporation, or (iii) a transaction, or series of related transactions, the result of which is that either SkyTerra share ownership and rights in SkyTerra or Motient, as the case may be (excluding, if applicable, any structures designed specifically to address an individual investor’s tax situation), generally reflects the pre-transaction beneficial ownership structure of the Partnership (including pre-transaction indirect ownership by the beneficial shareholders of SkyTerra and Motient).  For purposes of the foregoing definition, references to the Company's outstanding securities shall also be deemed to include the outstanding securities of the Company’s general partner, Mobile Satellite Ventures GP Inc.

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8.6         "Code" means the Internal Revenue Code of 1986, as amended from time to time.

8.7         "Company" means Mobile Satellite Ventures LP.  If the Executive is or becomes employed by a direct or indirect Subsidiary of Mobile Satellite Ventures LP, the "Company" shall also be deemed to refer to the Subsidiary thereof by which the Executive is employed.  In such case, references to payments, benefits, privileges or other rights to be accorded by the "Company" shall be deemed to include such payments, benefits, privileges or other rights to be provided by the Subsidiary by which the Executive is employed or Mobile Satellite Ventures LP, as the case may be, to correspond to the corporate entity obligated to make payments or provide benefits, privileges or other rights pursuant to employee benefit plans affected by the provisions hereof, and in the absence of any such existing plans or provisions, such reference shall be deemed to be to Mobile Satellite Ventures LP.

8.8         "Coverage Period" means the period commencing on the date on which a Change in Control occurs and ending on the second anniversary date thereof.

8.9         "Date of Termination" has the meaning assigned to such term in Section 6.1 hereof.

8.10       "Disability" means the complete disability of the Executive under the Company's disability policy, as in effect from time to time.

8.11       "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

8.12       "Good Reason" means:  the occurrence during the Coverage Period of any of the following events:

(a)  the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately prior to a Change in Control or any other action by the Company which results in a diminution in any respect in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(b)   a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(c)   the Company's requiring the Executive to be based at any office or location that is more than fifty (50) miles from the Executive's office or location immediately prior to a Change in Control;

(d)  the failure by the Company (a) to continue in effect any compensation plan in which the Executive participates immediately prior to a Change in Control that is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or (b) to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive's participation relative to other participants, than existed immediately prior to a Change in Control;

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(e)  the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, life insurance, medical, health and accident, disability or other welfare plans in which the Executive was participating immediately prior to a Change in Control;

(f)  the failure by the Company to pay to the Executive any deferred compensation when due under any deferred compensation plan or agreement applicable to the Executive; or

(g)   the failure by the Company to honor all the terms and provisions of this Agreement.

8.13       "Notice of Termination" shall have the meaning assigned to such term in Section 6.1 hereof.

8.14       "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act and shall also include any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act.

8.15       "Severance Benefits" has the meaning assigned to such term in Section 3 hereof.

8.16       "Triggering Event" means (i) the termination of the Executive's employment by the Company at any time during the Coverage Period, other than a termination for Cause or a termination due to the Executive's Disability or death or (ii) a termination of the Executive's employment by the Executive at any time during the Coverage Period when Good Reason exists.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officer, thereunto duly authorized, and the Executive has executed this Agreement, all as of the day and year first above written.

MOBILE SATELLITE VENTURES LP
By:	/s/ ALEXANDER H. GOOD
Name:	Alexander H. Good
Title:	Vice Chairman, Chief
	Executive Officer and President
	/s/ JAMES WISEMAN
	James A. Wiseman

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EX-99.4

	Exhibit 99.4

CONTACT: Tom Surface
	Mobile Satellite Ventures LP
	T:   703-390-1579
	M:  703-462-3837
	tsurface@msvlp.com

For Immediate Release

SkyTerra Communications and Mobile Satellite Ventures Appoint James A. Wiseman Vice President and Corporate Controller

RESTON, Va., August 21, 2007– SkyTerra Communications, Inc. (OTCBB:SKYT) and Mobile Satellite Ventures (MSV) today announced the appointment of James A. Wiseman as vice president and corporate controller of each entity.

In this position, he is responsible for the overall management and direction of all corporate accounting, tax, financial reporting and related compliance matters, as well as budgeting and business process activities for both MSV and its corporate parent, SkyTerra.

Mr. Wiseman has more than 15 years experience encompassing a wide range of corporate finance and accounting activities for a variety of domestic and international corporations and businesses.  His career includes management and executive management roles with Arthur Andersen and Discovery Communications.  He most recently served as vice president of finance and worldwide controller for MicroStrategy of McLean, Va., where he was responsible for directing global enterprise finance, accounting, reporting and oversight operations.

“We are extremely pleased to have Jim join our leadership team,” said Scott Macleod, executive vice president, chief financial officer and treasurer of SkyTerra Communications, Inc.  “Jim is a seasoned professional who has achieved an impressive record of financial management accomplishments and brings extensive knowledge and experience in all aspects of financial operations to our organization.”

“During my career I have had the pleasure of working with a number of internationally recognized business organizations,” Wiseman said.  “I am very excited to join the SkyTerra and MSV management teams and look forward to helping these organizations execute on their plans to revolutionize the communications industry with their next-generation hybrid terrestrial-satellite network.”

Mr. Wiseman earned a BA in Commerce from the University of Virginia and received certification as a public accountant (CPA) in the commonwealth of Virginia in 1991.

MSV is majority owned and controlled by SkyTerra Communications, Inc.

#       #       #

About Mobile Satellite Ventures and SkyTerra Communications, Inc.

MSV’s MSAT-1 and MSAT-2 satellites deliver mobile wireless voice and data services primarily for public safety, security, fleet management and asset tracking in the U.S. and Canada.  MSV is developing a hybrid satellite-terrestrial communications network, which it expects will provide seamless, transparent and ubiquitous wireless coverage of the United States and Canada to conventional handsets.  MSV holds the first FCC license to provide hybrid satellite-terrestrial services.  MSV plans to launch two satellites for coverage of the United States and Canada, which are expected to be among the largest and most powerful commercial satellites ever built.  When completed, the network is expected to support communications in a variety of areas including public safety, homeland security, aviation, transportation and entertainment, by providing a platform for interoperable, user-

friendly and feature-rich voice and high-speed data services.  MSV is majority owned and controlled by SkyTerra Communications, Inc. (OTCBB: SKYT).  http://www.msvlp.com

Statement under the Private Securities Litigation Reform Act

This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to plans described in this news 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 or deploy the next generation system, 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.