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EXHIBIT 10.3
TELEDESIC, INC.
Mr. Bill Owen
VIA FACSIMILE: 619-546-6043
Dear Bill:
I am very pleased to offer you a position with Teledesic as Vice
Chairman of the Board and Chief Executive Officer of Teledesic Holdings
(collectively "Teledesic") to be based in Kirkland, Washington.
Outlined below are the terms and conditions regarding the offered position:
- Your employment with Teledesic will start on or about August 15,
1998.
- Your beginning compensation will be a salary of $200,000 per year
and will be subject to review through an annual performance
evaluation. You will be paid bi-monthly, with paychecks delivered to
you approximately one week following the end of the pay period.
Normal withholdings and deductions will apply. Your next performance
review for salary adjustment will be in August of 1999.
- Your annual bonus target will be in the range of $100,000 to
$200,000 determined at year-end based upon your performance against
objectives and how the entire Teledesic team performs. This bonus is
paid in the month of January for the prior year's performance (with
a pro ration of bonus for 1998).
- We will work with you to defer your cash income as permitted by law
and directed by you.
- You will be awarded 240,000, ten-year options at $20 per share.
These options will vest over 4 years in accordance with the
Teledesic Option Plan. We will structure these options to optimize
the portion which will qualify as ISO options, including creative
structuring of exercise timing to maximize the portion of the grant
qualifying as ISO. We will work with you to reach an accelerated
vesting program for a portion of the non-ISO options.
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September 15, 2000
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- Your options will vest upon a change of control as defined in the
final document to follow this letter, but must be exercised within
time limits provided in the Teledesic Option Plan.
- You will be eligible to receive the benefits package offered by
Teledesic, a summary of which will be provided promptly. Teledesic
reserves the right to alter this benefit package at any time.
- You will receive a relocation payment of $100,000.
- You will receive a "signing bonus" of $150,000 upon your six-month
anniversary with Teledesic.
- Teledesic will grant you an interest-free loan of $99,000 to be
applied towards the purchase of a home in the Seattle area This loan
will be forgiven in equal installments over 4 years. We will need to
work on the proper language for repayment if you leave prior to the
end of your fourth anniversary.
- You will be permitted to participate in membership on boards of
directors of for-profit corporations. As long as the board positions
are for businesses that benefit Teledesic, you can use company time
to perform your board duties. Obviously, this assumes that these
positions do not interfere with your commitments and
responsibilities at Teledesic.
- Teledesic will, in good faith, consider for employment those
individuals recommended by you, but with no obligation upon
Teledesic to hire such individuals.
- Your air travel in excess of 6 hours (i.e., international) will be
at business-class; all other shall be at economy class.
- You will accrue vacation with pay at a rate of three weeks per year.
- This letter will be embodied in an employment contract to be
documented upon your agreement with the terms here stated.
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September 15, 2000
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Bill, we believe that you will make a valuable addition to our team and
look forward to working with you. Please don't hesitate to contact me if you
have questions or need additional information.
Please sign below where indicated and return this letter to me.
Sincerely,
TELEDESIC CORPORATION
Steven W. Hooper
Co-Chief Executive Officer
I accept the offer of employment contained in this letter and hereby agree that
I have read and understand the terms contained herein.
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Bill Owen Dated