<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 1998
REGISTRATION NO. 333-____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
---------------------------
IRIDIUM WORLD COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
BERMUDA 52-2025291
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
CLARENDON HOUSE HM11
2 CHURCH STREET (Zip Code)
HAMILTON BERMUDA
(Address of Principal Executive
Offices)
</TABLE>
---------------
IRIDIUM LLC
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 52-1984342
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1575 EYE STREET, N.W. 20005
WASHINGTON, DC (Zip Code)
(Address of Principal Executive
Offices)
</TABLE>
IRIDIUM OPTION PLAN
(Full title of the plan)
---------------------------
F. THOMAS TUTTLE, ESQ.
IRIDIUM LLC
IRIDIUM WORLD COMMUNICATIONS LTD.
1575 EYE STREET, N.W.
WASHINGTON, DC 20005
(Name and address of agent for service)
(202) 408-3800
(Telephone number, including area code, of agent for service)
---------------------------
Copy to:
DENNIS C. SULLIVAN, ESQ.
SULLIVAN & CROMWELL
1701 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, DC 20006
(202) 956-7500
---------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE PER UNIT AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) (2) PRICE FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHARES OF CLASS A COMMON STOCK,
PAR VALUE $.01 PER SHARE.............. 3,000,000 $32.6875 $98,062,500 $28,928.44
- -------------------------------------------------------------------------------------------------------------------------------
CLASS 1 MEMBERSHIP INTERESTS OF
IRIDIUM LLC........................... 3,000,000 N/A N/A N/A
===============================================================================================================================
</TABLE>
(1) This Registration Statement covers (i) up to 3,000,000 shares (the
"Shares") of Class A Common Stock of Iridium World Communications
Ltd. ("IWCL"), par value $.01 per share (the "Class A Common
Stock"), to be sold under the Iridium Option Plan. (the "Plan") and
(ii) up to 3,000,000 Class 1 Membership Interests in Iridium LLC
("Iridium") to be issued to IWCL in connection with the sale of the
Shares.
(2) Pursuant to Rule 457(h), the maximum offering price has been
calculated, solely for the purpose of determining the registration
fee, in accordance with Rule 457(c) based upon the average of the
high and low sales prices of the Class A Common Stock, as quoted on
the Nasdaq National Market, on September 4, 1998.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information contained in Iridium World Communications Ltd.'s and
Iridium LLC's (the "Registrants") registration statement on Form S-8,
Registration File Nos. 333-38173; 333- 38173-01, filed with the Securities and
Exchange Commission on October 17, 1997 (the "1997 S-8"), is incorporated herein
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The information contained in the 1997 S-8 is incorporated herein by
reference. This Registration Statement relates to an amendment to the Iridium
LLC Option Plan of 1996 to increase the aggregate number of shares
issuable thereunder from 2,625,000 to 5,625,000 and to change the name of the
plan from the "Iridium LLC Option Plan of 1996" to the "Iridium Option Plan."
On January 21, 1998, the directors of Iridium LLC approved the amendment to the
Iridium Option Plan, and on May 21, 1998, the amendment to the Iridium Option
Plan was approved by Iridium World Communications Ltd.'s shareholders at 1998
Annual General Meeting.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrants with the
Commission are incorporated by reference in this registration statement.
(a) The Registrants' Form 10-K for the fiscal year ended December 31,
1997.
(b) All other reports filed by the Registrants pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1997.
(c) The description of the Class A Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on June 2, 1997
declared effective on June 9, 1997 pursuant to the Exchange Act.
All documents subsequently filed by the Registrants pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Class A Common Stock registered hereby is being
passed upon by Conyers Dill & Pearman.
ITEM 8. EXHIBITS
The information in Item 8 "Exhibits" in the 1997 S-8 is supplemented as follows:
Exhibit
No. Description
5.1 Opinion of Conyers Dill & Pearman as to the validity of the
shares to be issued.*
23.1 Consent of KPMG Peat Marwick LLP.*
23.2 Consent of Conyers Dill & Pearman: Contained in Exhibit 5.1.
24.1 Power of Attorney: Included on signature page.
99.1 Amended and Restated Iridium Option Plan effective as of
July 14, 1998.*
- --------------
* Filed herewith.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrants certify that they have reasonable grounds to believe that they meet
all of the requirements for filing on Form S-8 and have duly caused this
registration statement to be signed on their behalf by the undersigned, hereunto
duly authorized, in the City of Washington, District of Columbia, on September
11, 1998.
IRIDIUM WORLD COMMUNICATIONS LTD.
By: /s/ Edward F. Staiano
---------------------------------------
Edward F. Staiano
Chairman and Chief Executive Officer
Date: September 11, 1998
IRIDIUM LLC
By: /s/ Robert W. Kinzie
---------------------------------------
Robert W. Kinzie
Chairman
Date: September 11, 1998
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Edward F. Staiano, Robert
W. Kinzie and F. Thomas Tuttle, acting individually, as his attorney-in-fact and
agent, with full power of substitution, for him in any and all capacities, to
sign the registration statement on Form S-8 of Iridium World Communications Ltd.
and Iridium LLC and any and all amendments thereto under the Securities Act of
1933, including any and all pre-effective or post-effective amendments, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as he might or could do in person, and hereby ratifies,
approves and confirms all that his said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- -------------------------------------------------- ------------------------------------ ----------------------
<S> <C> <C>
/s/ Robert W. Kinzie Director of Iridium World September 11, 1998
- -------------------------------------------------- Communications Ltd. and
Robert W. Kinzie Chairman of Iridium LLC
/s/Edward F. Staiano Chairman and Chief Executive September 11, 1998
- -------------------------------------------------- Officer of Iridium World
Edward F. Staiano Communications Ltd. and Vice
Chairman and Chief Executive
Officer of Iridium LLC
/s/ Roy Grant Chief Financial Officer of Iridium September 11, 1998
- -------------------------------------------------- World Communications Ltd. and
Roy Grant Vice President-Chief Financial
Officer of Iridium LLC
/s/ Aburizal Bakrie Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Aburizal Bakrie
Director of Iridium LLC September __, 1998
- --------------------------------------------------
Hasan M. Binladin
/s/ Gordon J. Comerford Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Gordon J. Comerford
Director of Iridium LLC September __, 1998
- --------------------------------------------------
Atilano de Oms Sobrinho
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Robert A. Ferchat Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Robert A. Ferchat
/s/ Alberto Finol Deputy Chairman and Director of September 11, 1998
- -------------------------------------------------- Iridium World Communications
Alberto Finol Ltd. and Director of Iridium LLC
/s/ Edward Gams Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Edward Gams
/s/ Durell Hillis Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Durell Hillis
/s/ Kazuo Inamori Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Kazuo Inamori
/s/ S.H. Khan Director of Iridium LLC September 11, 1998
- --------------------------------------------------
S. H. Khan
Director of Iridium LLC September __, 1998
- --------------------------------------------------
Anatoly I. Kiselev
/s/ Richard L. Lesher Director of Iridium World September 11, 1998
- -------------------------------------------------- Communications Ltd. and Iridium
Richard L. Lesher LLC
/s/ John F. Mitchell Director of Iridium LLC September 11, 1998
- --------------------------------------------------
John F. Mitchell
/s/ Jung L. Mok Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Jung L. Mok
Director of Iridium LLC September __, 1998
- --------------------------------------------------
Giuseppe Morganti
/s/ J. Michael Norris Director of Iridium LLC September 11, 1998
- --------------------------------------------------
J. Michael Norris
/s/ Yusai Okuyama Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Yusai Okuyama
/s/ John A. Richardson Director of Iridium LLC September 11, 1998
- --------------------------------------------------
John A. Richardson
Director of Iridium LLC September __, 1998
- --------------------------------------------------
Theodore H. Schell
/s/ William A. Schreyer Director of Iridium World September 11, 1998
- -------------------------------------------------- Communications Ltd. and Iridium
William A. Schreyer LLC
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Sribhumi Sukhanetr Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Sribhumi Sukhanetr
/s/ Tao-Tsun Sun Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Tao-Tsun Sun
/s/ Yoshiharu Yasuda Director of Iridium World September 11, 1998
- -------------------------------------------------- Communications Ltd. and Iridium
Yoshiharu Yasuda LLC
/s/ Wang Mei Yue Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Wang Mei Yue
/s/ Peter Zaboji Director of Iridium LLC September 11, 1998
- --------------------------------------------------
Peter Zaboji
</TABLE>
<PAGE> 8
EXHIBIT INDEX
Exhibit
No. Description
5.1 Opinion of Conyers Dill & Pearman as to the validity of the
shares to be issued.*
23.1 Consent of KPMG Peat Marwick LLP.*
23.2 Consent of Conyers Dill & Pearman: Contained in Exhibit 5.1.
24.1 Power of Attorney: Included on signature page.
99.1 Amended and Restated Iridium LLC Option Plan effective as of
July 14, 1998.*
- --------------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Conyers Dill & Pearman]
11 September, 1998
Iridium World Communications Ltd.
Clarendon House
Church Street
Hamilton HM11
Bermuda
Dear Sirs
IRIDIUM WORLD COMMUNICATIONS LTD.
We have acted as special Bermuda legal counsel to Iridium World Communications
Ltd (the "Company") in connection with the Registration Statement on Form S-8
(the "Form S-8 Registration Statement", which term does not include any exhibits
incorporated by reference into the Registration Statement) with respect to the
registration of 3,000,000 additional shares of Class A Common Stock in the
Company (the "Common Stock") reserved for issuance under the Iridium Option Plan
(formerly known as the Iridium LLC Stock Option Plan of 1996) (the "Option
Plan") with the U.S. Securities and Exchange Commission (the "Commission").
For the purposes of giving this opinion, we have examined a copy of the Form S-8
Registration statement and we have reviewed and have relied upon originals, or
copies certified or otherwise identified to our satisfaction, of the Memorandum
of Association and Bye-laws of the Company as well as Board minutes and
resolutions and Members minutes and resolutions of the Company. We have also
reviewed originals, or copies certified to our satisfaction, of such corporate
records of the Company and other instruments, certificates of appropriate public
officials and certificates of officers and representatives of the Company and
such other documents and have made such enquiries as to questions of Bermuda law
as we have deemed necessary in order to render the opinions set forth
<PAGE> 2
Iridium World Communications, Ltd.
Page 2
We have assumed:
(i) the genuineness and authenticity of all signatures and the conformity to
the originals of all copies (whether or not certified) of all documents
examined by us and the authenticity and completeness of the originals
from which such copies were taken;
(ii) the correctness, accuracy and completeness of all factual representations
made in the Form S-8 Registration Statement and in the other documents
which we have reviewed; and
(iii) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the opinions
expressed herein.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda.
On the basis of and subject to the foregoing, we are of the opinion that the
3,000,000 shares of Common Stock covered by the Form S-8 Registration Statement
have been duly authorised for issuance and sale and upon sale and delivery by
the Company against payment in full of the consideration as contemplated by the
Option Plan will be duly and validly issued, fully paid and non-assessable
(which term when used herein shall mean no further sums are required to be paid
by the holders thereof in connection with the issue of such shares).
We consent to the filing of this opinion with the Commission as an exhibit to
the Form S-8 Registration Statement. We also consent to the reference to us
under the caption "Interests of Named Experts and Counsel" in the Form S-8
Registration Statement.
Yours faithfully
/s/ CONYERS DILL & PEARMAN
CONYERS, DILL & PEARMAN
<PAGE> 1
EXHIBIT 23.1
Accountants' Consent
--------------------
The Board of Directors and Members
Iridium World Communications Ltd.
and Iridium LLC:
We consent to the use of our reports incorporated herein by reference, which
reports appear in the Iridium World Communications Ltd. and Iridium LLC 1997
Annual Report on Form 10-K.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
McLean, Virginia
September 14, 1998
<PAGE> 1
EXHIBIT 99.1
IRIDIUM OPTION PLAN
(AS AMENDED THROUGH JULY 14, 1998)
1. NAME, PURPOSE AND EFFECTIVE DATE
1.1 Name. The name of this plan is the Iridium Option Plan (the
"Plan"). [Prior to January 1998, the plan was referred to as the Iridium LLC
Option Plan of 1996.]
1.2 Purpose. The purpose of the Plan is to attract and retain the
best available personnel with entrepreneurial qualities for positions of
substantial responsibility and certain other key employees, to promote the
success of Iridium LLC's business, and create a situation where Employees or
independent directors of Iridium LLC designated by Iridium World Communications
Ltd., may receive economic gain from the growth and performance of Iridium LLC.
To accomplish such purpose, the Plan provides a means whereby Employees or
independent directors of Iridium LLC designated by Iridium World Communications
Ltd. may acquire a financial interest in the equity performance of Iridium LLC
through the grant of Options to purchase shares of Iridium World Communications
Ltd.
1.3 Effective Date. The Plan was initially effective on January 1,
1996. As initially effective, the Plan provided for the grant of Options and
SARs to purchase Class 1 Membership Interests in Iridium LLC. The Plan
contemplated that appropriate adjustment would be made in the number and kind of
Shares subject to Options and SARs under the Plan, and the price of the
foregoing would be appropriately adjusted, as a result of certain corporate
events affecting such Shares. The Plan further contemplated that, in the event
of a "Public Offering," defined as the registration and issuance on an
established securities exchange of a class of equity securities by Iridium or by
another entity which (1) is a member of Iridium, (2) does not engage in a trade
or business or hold significant assets other than cash and Shares in Iridium,
and does not intend to do so in the future, and (3) acknowledges in writing that
shares of such class of equity securities are available for purposes of the
Plan, then such equity securities shall be substituted for the Class 1
Membership Interests of Iridium LLC then available for Options and SARs
hereunder.
The Committee has determined that a 75:1 split in the number and
price of the Class 1 Membership Interests in Iridium LLC occurred on May 9,
1997. The Committee has further determined that Iridium World Communications
Ltd. made an offering of Class A Common Stock on June 13, 1997, which offering
constituted a Public Offering for purposes of the Plan. The Committee has
further determined that, under Section 3.3 of the Plan as then in effect, the
Shares available or subject to Options and SARs under the Plan must be adjusted
to reflect such split in the Class 1 Membership Interests in Iridium, and that
shares of the Class A Common Stock of Iridium World Communications Ltd. must be
substituted for the Class 1 Membership Interests of Iridium LLC available or
subject to Options and SARs under the Plan.
-1-
<PAGE> 2
2. DEFINITIONS
2.1 General Definitions. The following words and phrases, when used
herein, unless otherwise specifically defined or unless the context clearly
indicates otherwise, shall have the following meanings.
(a) Affiliate means any corporation, partnership, joint
venture or other business entity in which Iridium holds an
ownership interest.
(b) Board means the Board of Directors of Iridium.
(c) Change in Control means the events described in Section
11.
(d) Code means the Internal Revenue Code of 1986, as
amended, and the regulations promulgated pursuant thereto.
(e) Committee means the Committee appointed by the Board to
administer the Plan.
(f) Directors means members of the Board of Iridium.
(g) Effective Date means January 1, 1996.
(h) Employee means any person, including officers, employed
by Iridium on a full-time basis.
(i) Exchange Act means the Securities Exchange Act of 1934,
as amended.
(j) Fair Market Value means, for Shares which are not
publicly traded, the value of such Shares determined for
purposes of the Plan by the Committee, considering the
average price paid or committed to be paid by purchasers,
or committed purchasers, of Shares in any arm's length
transactions during the twelve month period prior to the
date of determination. The Fair Market Value shall also
consider the appraised value per Share determined by any
available independent valuation by an investment banking
firm using generally accepted valuation methods. If Shares
are publicly traded, the Fair Market Value shall be the
average of the high and low sale prices of Shares as
reported for the principal market in which the Shares are
traded on a given date, or, in the absence of sales on a
given date, the average of the high and low sale prices (as
so reported) on the last previous day on which a sale
occurred prior to such date.
-2-
<PAGE> 3
(k) Iridium means Iridium LLC, a Delaware limited liability
company, or any successor thereto. Prior to July 29, 1996,
Iridium was known as Iridium, Inc.
(l) Non-Employee Director means a person described in Rule
16b-3(b)(3)(i) or any successor definition adopted by the
SEC.
(m) Option means an option to purchase Shares granted to an
Employee or an independent director of Iridium LLC
designated by Iridium World Communications Ltd.
(n) Option Agreement means the written option agreement
referred to in Section 4.3.
(o) Optionee means an Employee or an independent director
of Iridium LLC designated by Iridium World Communications
Ltd. who has been granted an Option under the Plan.
(p) Plan means the Iridium Option Plan, as amended.
(q) Plan Year means the calendar year.
(r) Rule 16b-3 means rule 16b-3 promulgated by the SEC, as
amended, or any successor rule in effect from time to time.
(s) SAR means a stock appreciation right.
(t) SEC means the Securities and Exchange Commission.
(u) Share means a share of the Class A Common Stock of
Iridium World Communications Ltd.
2.2 Other Definitions. In addition to the above definitions, certain
words and phrases used in the Plan and any Option Agreement may be defined
elsewhere in the Plan or in such Option Agreement.
3. SHARES SUBJECT TO PLAN
3.1 Number of Shares. The number of Shares for which Options or SARs
may be granted under the Plan shall be 5,625,965030803000 Shares, which amount
reflects the adjustments described in Section 1.3 above, and may be further
adjusted in accordance with Sections 3.2 and 3.3. Shares issued under the Plan
may be either authorized and unissued Shares or issued Shares
-3-
<PAGE> 4
reacquired by Iridium World Communications Ltd. Effective on the date of
approval of the Plan as amended and restated herein, no Employee or an
independent director of Iridium LLC designated by Iridium World Communications
Ltd. may receive Options or SARs relating to more than 562,500 Shares in any
Plan Year (as adjusted pursuant to Section 3.3).
3.2 Reusage. If, prior to the end of the period during which Options
and SARs may be granted under the Plan, an Option or SAR under the Plan expires
or is terminated, surrendered or canceled without having been fully exercised,
in whole or in part, for any reason, the number of Shares subject to such Option
or SAR (or the unexercised, terminated, forfeited or unearned portion thereof)
shall be added to the remaining number of Shares that may be subject to Options
and SARs granted under the Plan.
3.3 Adjustments. If there is any change in the outstanding Shares by
reason of any stock split, stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination, exchange
of shares, or other similar corporate change, the aggregate number and kind of
Shares (or other equity interests) available for Options or SARs, and the number
and kind of Shares (or other equity interests) subject to outstanding Options or
SARs, and the price of each of the foregoing, as applicable, shall be
appropriately adjusted by the Committee, as it deems appropriate, to provide
Optionees with the same relative value and, to the extent possible, rights and
features before and after such adjustment.
4. SHARE OPTIONS
4.1 Grant of Options. The Committee shall have authority to grant
Options to Employees or independent directors of Iridium LLC designated by
Iridium World Communications Ltd. The Committee shall determine (a) the number
of Shares subject to each Option; (b) the exercise price per Share, as described
in Section 4.2; (c) the term of the Option, which shall not exceed ten (10)
years; (d) the time or times at which the Option may be exercised and the number
of Shares to which such exercise may relate; and (e) all other terms and
conditions of the Option. The Committee may accelerate the exercisability of any
Option, including the waiver or modification of any installment exercise
provisions.
4.2 Exercise Price. The per share exercise price of an Option shall
be the Fair Market Value of a Share subject to the Option on the date of grant.
4.3 Option Agreement; Conditions of Grant. Options granted to an
Employee or an independent director of Iridium LLC designated by Iridium World
Communications Ltd. shall be evidenced by a written Option Agreement, executed
by the Employee or an independent director of Iridium LLC designated by Iridium
World Communications Ltd. and Iridium, in such form, and containing such terms,
conditions and restrictions, as the Committee shall determine. Such terms,
conditions and restrictions may include, in addition to those set forth in
Section 4.1 hereto,
-4-
<PAGE> 5
but are not limited to: (a) provision for the forfeiture of all or part
of the Option, or of Shares received upon exercise of the Option, upon the
occurrence or nonoccurrence of specified events, (b) restrictions on the sale,
resale or other disposition of Shares received upon exercise of the Option, (c)
restrictions with respect to the right to vote such Shares, (d) put or call
rights with respect to such Shares, (e) provisions to comply with federal
and/or state securities laws, and/or (f) other conditions or restrictions
deemed appropriate by the Committee. Option Agreements need not be identical.
4.4 Exercise of Options; Payment.
(a) A vested Option may be exercised by the Optionee as and to the
extent described in the Option Agreement, by submitting to Iridium such form(s)
as are prescribed for such purpose. Iridium may require the surrender of the
Option certificate if one has been 965030658issued. No Option may be exercised
after expiration of its stated term.
(b) Payment for Shares purchased upon exercise of an Option shall be
made in full, in cash or by such other manner as may be authorized from time to
time by the Committee, for all Shares purchased at the time. No fractional
Shares may be purchased.
5. STOCK APPRECIATION RIGHTS
5.1 Grants of SARs. SARs may be awarded by the Committee in
connection with any Option granted under the Plan, either on the date of grant
of the Option or thereafter at any time prior to the exercise, termination or
expiration of the Option. SARs shall be subject to such terms, restrictions and
conditions, as described in Article IV with respect to Options, as the Committee
shall determine.
5.2 Exercise of SARs. An SAR shall be exercisable only to the extent
that the related Option is exercisable and shall be exercisable only for such
period as the Committee may determine (which period may expire prior to the
expiration date of the related Option). Upon the exercise of all or a portion of
an SAR, the related Option shall be canceled with respect to an equal number of
Shares. An SAR shall entitle the Optionee to surrender to Iridium unexercised
the related Option, or any portion thereof to the extent then vested, and to
receive from Iridium in exchange therefor that number of Shares having an
aggregate Fair Market Value equal to (a) the excess of (1) the Fair Market Value
of one Share as of the date the SAR is exercised over (2) the Option exercise
price per Share specified in the Option Agreement, multiplied by (b) the number
of Shares subject to the Option, or portion thereof, which is surrendered. Cash
shall be delivered in lieu of any fractional shares.
5.3. Settlement of SARs. As soon as is reasonably practicable after
the exercise of an SAR, but subject to Section 13.1, Iridium shall (a) issue, in
the name of the Optionee, certificates
-5-
<PAGE> 6
representing the total number of full Shares to which the Optionee is entitled
pursuant to Section 5.2 above and cash in an amount equal to the Fair Market
Value, as of the date of exercise, of any resulting fractional shares, and (b)
if the Committee causes Iridium to settle all or part of its obligations arising
out of the exercise of the SAR in cash pursuant to Section 5.4, deliver to the
Optionee an amount in cash equal to the Fair Market Value, as of the date of
exercise, of the Shares it would otherwise be obligated to deliver.
5.4 Cash Settlement. The Committee, in its discretion, may cause
Iridium to settle all or any part of its obligation arising out of the exercise
of an SAR by the payment of cash in lieu of all or part of the Shares it would
otherwise be obligated to deliver in an amount equal to the Fair Market Value of
such Shares on the date of exercise. Such settlement shall be net of any
required withholding taxes.
5.5 Cancellation of SARs. Upon the exercise of all or a portion of a
Option, the related SAR, if any, shall be canceled with respect to an equal
number of Shares.
6. ELIGIBILITY
Subject to the terms and conditions of the Plan, the Committee may,
from time to time, designate one or more active Employees or independent
directors of Iridium LLC designated by Iridium World Communications Ltd. to
receive a grant of Options and/or SARs under the Plan. In making its
determinations. the Committee shall consider the nature of the services rendered
by such individuals; their past, present and expected future contributions to
Iridium; and such other factors as the Committee, in its sole and absolute
discretion, shall determine.
7. ADMINISTRATION
7.1 Committee. The Board shall appoint a Committee to administer the
Plan on behalf of the Board, subject to such terms and conditions as the Board
may prescribe. Once appointed, the Committee shall continue to serve until
otherwise directed by the Board. Effective on the date of approval of the Plan
as amended and restated herein, the Committee shall consist of the Compensation
Committee of the Board. From time to time, the Board may increase the size of
the Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, fill vacancies
however caused, and remove all members of the Committee and thereafter directly
administer the Plan. References to the Committee hereunder shall include the
Board where appropriate.
7.2 Authority. Subject to the terms of the Plan, the Committee
shall have complete power and authority to:
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(a) determine the Employees or independent directors of
Iridium LLC designated by Iridium World Communications Ltd.
to whom Options or SARs are granted, the amounts to be
granted and the time of all such grants;
(b) determine the terms, conditions and provisions of, and
restrictions relating to, each Option and SAR granted;
(c) administer, interpret and construe the Plan and
the Option and SAR Agreements;
(d) prescribe, amend (subject to Sections 8, 9 and
10) and revoke rules and regulations relating to the Plan;
(e) maintain accounts, records and ledgers relating
to the Plan;
(f) maintain records concerning its decisions and
proceedings;
(g) employ agents, attorneys, accountants or other persons
for such purposes as the Committee considers necessary or
desirable; and
(h) do and perform all acts which it may deem necessary or
appropriate for the administration of the Plan and carry
out the purposes of the Plan.
7.3 Determinations. All determinations of the Committee shall be
final, binding and conclusive upon all persons, including Iridium and Optionees
and their respective legal representatives, successors in interest and permitted
assigns and upon all other persons claiming by, through, under or against any of
them. The Committee's determinations under the Plan, including without
limitation, determinations as to the persons to receive awards and the terms and
provisions of such awards and of the agreements evidencing the same, need not be
uniform and may be made by the Committee selectively among persons who receive
or are eligible to receive awards under the Plan, whether or not such persons
are similarly situated.
8. AMENDMENT
Except as hereinafter provided, and except as may be required for
compliance with Rule 16b-3 and Section 162(m) of the Code, the Board or the
Committee shall have the right and power to amend the Plan at any time and from
time to time. Neither the Board nor the Committee may amend the Plan in a manner
which would impair or adversely affect the rights of the holder of an Option or
SAR without the holder's consent. If the Code or any other applicable statute,
rule or regulation, including, but not limited to, those of any securities
exchange, requires
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shareholder approval with respect to the Plan or any type of Plan amendment,
then to the extent so required, shareholder approval shall be obtained.
9. TERM AND TERMINATION
9.1 Term. The Plan shall commence as of the Effective Date and,
subject to the terms of the Plan, shall continue in full force and effect until
five (5) years from the Effective Date, unless sooner terminated by the Board.
9.2 Termination. The Plan may be terminated at any time by the
Board. Termination shall not in any manner impair or adversely affect
any Option Agreement outstanding at the time of termination.
10. MODIFICATION OR TERMINATION
10.1 General. Subject to the provisions of Section 10.2, the
amendment or termination of the Plan shall not impair or adversely affect any
Option Agreement granted prior to such amendment or termination.
10.2 Committee's Right. Any Option or SAR may be converted, modified,
forfeited or canceled, in whole or in part, by the Committee if and to the
extent permitted in the Plan or applicable Option Agreement or with the consent
of the Optionee to whom such Option or SAR was granted.
11. CHANGE IN CONTROL
11.1 Option Vesting and Payment. Upon the occurrence of a Change in
Control, each Option or SAR outstanding on the date on which the Change in
Control occurs shall immediately become One Hundred percent (100%) vested, and
Iridium shall purchase any or all such Options or SARs for an immediate lump-sum
cash payment equal to the product of (a) the excess, if any, of the higher of
(1) the Fair Market Value of Shares on the date immediately prior to the date of
payment, or (2) the highest per Share price actually paid in connection with the
Change in Control, over the per Share exercise price of each such Option held,
and (b) the number of Shares covered by each such Option or SAR.
11.2 Change in Control. A Change in Control shall mean a sale at any
given time by one or more members of Iridium of a total of fifty percent (50%)
or more of the then outstanding Class 1 Membership Interests of Iridium to a
third party or parties who are not holders of Class 1 Membership Interests of
Iridium and are not affiliated with such members, and following which the
members of the Board prior to the sale cease to constitute a majority of the
Board. A change
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in the form of the Company, whether through merger or otherwise, shall, however,
not be a Change in Control.
12. TRANSFER OF OPTIONS
An Option or SAR shall not be transferable by an Optionee other than
by operation of a death beneficiary designation made by the Optionee in
accordance with rules established by the Committee, or by will or the applicable
laws of descent and distribution, and shall be exercisable during the Optionee's
lifetime only by him or her or by his or her guardian or legal representative if
the Optionee is legally incompetent. No Option or SAR shall be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of an Option or SAR, or levy of
attachment or similar process upon the Option or SAR not specifically permitted
herein shall be null and void and without effect.
13. GENERAL
13.1 Tax Withholding. At the time Iridium is required to withhold any
Federal Insurance Contribution Act ("FICA") tax and/or any federal, state or
local tax of any kind with respect to the exercise of any Option, the Optionee
shall pay to Iridium the amount of any such FICA, federal, state or local tax or
taxes required to be withheld. The obligations of Iridium under the Plan shall
be conditional on payment of all withholding taxes, and Iridium shall have the
right to deduct any such taxes from any payment of any kind under the Plan or
otherwise due to the Optionee
13.2 Compliance With Legal Requirements. Anything in the Plan to the
contrary notwithstanding: (a) Iridium may, if it shall determine it necessary or
desirable for any reason, at the time of award of any Option or SAR or the
issuance of any Shares, require the Optionee, as a condition to the receipt
thereof or to the receipt of Shares issued pursuant thereto, to deliver to
Iridium a written representation of present intention to acquire the Option or
SAR, or the Shares issued pursuant thereto, for his or her own account for
investment and not for distribution; and (b) if at any time Iridium further
determines that the listing, registration or qualification (or any updating of
any such document) of any Option or SAR, or the Shares issuable pursuant
thereto, is necessary on any securities exchange or under any federal or state
securities or blue sky law, or that the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the grant of any Option or SAR, or the issuance of Shares pursuant
thereto, such Option or SAR shall not be granted or such Shares shall not be
issued, as the case may be, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to Iridium. In addition, Iridium
may terminate any Option or SAR, or terminate, condition, restrict or limit the
issuance or delivery of any Shares, if it determines that such Option or
delivery violates any
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applicable laws, regulations or rules, including but not limited to those of any
stock exchange or Rule 16b-3.
13.3 Indemnification and Exculpation. Each person who is or shall
have been a member of the Board or of the Committee shall be indemnified and
held harmless by Iridium against and from any and all loss, cost, liability or
expense that may be imposed upon or reasonably incurred by such person in
connection with or resulting from any claim, action, suit or proceeding to which
such person may be a party or in which such person may be involved by reason of
any action taken or failure to act under the Plan and against and from any and
all amounts paid by such person in settlement thereof (with Iridium's written
approval) or paid by such person in satisfaction of a judgment in any such
action, suit, or proceeding, except a judgment based upon a finding of such
person's bad faith; subject, however, to the condition that upon the institution
of any claim, action, suit or proceeding against such person, such person shall
in writing give Iridium an opportunity, at its own expense, to participate in,
and to the extent it may wish, to assume the defense thereof before such person
undertakes to handle it on such person's own behalf. The foregoing right of
indemnification shall not be exclusive of any other right to which such person
may be entitled as a matter of law, under the Delaware Limited Liability Company
Act, the Certificate of Incorporation or By-Laws of Iridium or otherwise, or any
power that Iridium may have to indemnify such person or hold such person
harmless. Each member of the Board or of the Committee, and each Employee of
Iridium shall be fully justified in relying or acting upon any information
furnished on behalf of Iridium by any person or persons other than himself or
herself in connection with the administration of the Plan. In no event shall any
person who is or shall have been a member of the Board or of the Committee, or
an Employee of Iridium, be liable for any determination made or other action
taken or any omission to act in reliance upon any such information, or for any
action taken (including the furnishing of information) or any failure to act, if
in good faith.
13.4 Headings. The headings of the sections and subsections of the
Plan are for convenience of reference only and shall not be used to construe any
provision of the Plan.
13.5 Governing Law. The Plan shall be governed by, and construed and
administered in accordance with the laws of the State of Delaware except to the
extent that any federal law otherwise controls.
13.6 Employment Rights. Nothing in the Plan or in any grant of any
Option shall restrict the right of Iridium to terminate the employment of any
Optionee at any time, with or without cause, or to increase or decrease the
compensation of any Optionee.
13.7 Rights as a Shareholder. No Employee or an independent director
of Iridium LLC designated by Iridium World Communications Ltd. shall have any
right or privileges as a Shareholder unless and until certificates for Shares
are issuable to him or her.
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13.8 Leaves of Absence and Disability. The Committee shall be
entitled to make such rules, regulations and determinations as it deems
appropriate under the Plan in respect of any leave of absence taken by or
disability of any Employee or an independent director of Iridium LLC designated
by Iridium World Communications Ltd. Without limiting the generality of the
foregoing, the Committee shall be entitled to determine (a) whether or not any
such leaves of absence shall constitute a termination of employment within the
meaning of the Plan, and (b) the impact, if any, of any such leave of absence on
awards under the Plan theretofore made to any Employee or an independent
director of Iridium LLC designated by Iridium World Communications Ltd. who
takes such leave of absence.
13.9 Notices. Every direction, revocation or notice authorized or
required by the Plan shall be deemed delivered to Iridium or the Committee (a)
on the date it is personally delivered to the Secretary of Iridium its principal
executive offices or (b) three (3) business days after it is sent by registered
or certified mail, postage prepaid, addressed to the Secretary at such offices;
and shall be deemed delivered to an Employee or an independent director of
Iridium LLC designated by Iridium World Communications Ltd. (a) on the date it
is personally delivered to him or her or (b) three (3) business days after it is
sent by registered or certified mail, postage prepaid, addressed to him or her
at the last address shown for him or her on the records of Iridium.
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