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) November 19, 2009

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33963	22-1344998
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6707 Democracy Boulevard

Suite 300

Bethesda, MD 20817

(Address of principal executive offices)

(301) 571-6200

(Registrant’s telephone number, including area code)

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 Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

The Board of Directors of Iridium Communications Inc. has adopted the following form agreements under the 2009 Iridium Communications Inc. Stock Incentive Plan:

(1) Form of Stock Option Award Agreement.

(2) Form of Stock Appreciation Right Agreement.

(3) Form of Restricted Stock Award Agreement.

These form agreements are being filed as Exhibits 10.1 through 10.3 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Form of Stock Option Award Agreement for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan.
10.2	Form of Stock Appreciation Right Agreement for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan.
10.3	Form of Restricted Stock Award Agreement for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan.

SIGNATURE

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 hereunto duly authorized.

	IRIDIUM COMMUNICATIONS INC.
Date: November 19, 2009	By:	/S/    MATTHEW J. DESCH
	Name:	Matthew J. Desch
	Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

IRIDIUM COMMUNICATIONS INC.

2009 STOCK INCENTIVE PLAN

STOCK OPTION GRANT NOTICE

Iridium Communications Inc., a Delaware corporation (the “Company”), pursuant to its 2009 Stock Incentive Plan (the “Plan”), hereby grants to the individual identified below (“Participant”) a stock option to purchase the number of shares of the Company’s common stock, $0.001 par value (the “Shares”) set forth below at the Option Price set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as EXHIBIT A (the “Agreement”) and the Plan, both of which are incorporated herein by reference. Any capitalized terms not otherwise defined in this Stock Option Grant Notice (the “Grant Notice”) or in the Agreement shall have the meanings ascribed thereto in the Plan.

Participant:

Grant Date:

Total Number of Shares Subject to Option:

Option Price (Per Share):  $

Total Option Price:  $

Expiration Date:

Type of Option:	Incentive Stock Option (“ISO”)      Nonqualified Stock Option
Vesting Schedule:	[Subject to the terms and conditions of the Plan, the Agreement and this Grant Notice, this Option will vest and become exercisable with respect to:
	(i)     % of the Shares on             , 20    ,
	(ii)     % of the Shares on             , 20    ,
	(iii)     % of the Shares on             , 20    , and
	(iv)     % of the Shares on             , 20    .]
	In no event, however, shall this Option vest or become exercisable for any additional Shares following the termination of Participant’s continuous Employment.

By his or her signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice (together, the “Grant Documents”). Participant has reviewed the Grant Documents in their entirety and fully understands all provisions of the Grant Documents. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under or relating to the Grant Documents.

IRIDIUM COMMUNICATIONS INC.	PARTICIPANT
By:	By:
Print Name:	Print Name:
Title:	Address:
Address:

Attachments:	Stock Option Agreement (EXHIBIT A)
	Form of Exercise Notice (EXHIBIT B)
	Iridium Communications Inc. 2009 Stock Incentive Plan (EXHIBIT C)
	Iridium Communications Inc. 2009 Stock Incentive Plan Prospectus (EXHIBIT D)

EXHIBIT A

STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (the “Agreement”) is attached, Iridium Communications Inc. (the “Company”) has granted to Participant a stock option under the Iridium Communications Inc. 2009 Stock Incentive Plan (the “Plan”) to purchase the number of Shares specified in the Grant Notice upon the terms and conditions set forth in the Plan, the Grant Notice and this Agreement (together, the “Grant Documents”). Capitalized terms not defined in this Agreement shall have the meaning specified in the Grant Notice or, if not defined therein, the Plan.

The Option shall be subject to the terms and conditions set forth below:

1. Grant of Option. In consideration of Participant’s agreement to remain in the service or employ of the Company or an Affiliate and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice, the Company irrevocably grants to Participant an Option to purchase a portion or all of the total number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Grant Documents. Unless designated as an ISO in the Grant Notice, the Option shall be a nonqualified stock option.

2. Exercise Price. The exercise price of the Shares subject to the Option shall be the Option Price set forth in the Grant Notice; provided that the Option Price per Share subject to the Option shall not be less than 100% of the Fair Market Value of a Share on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an ISO and Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or “parent corporation” of the Company (as defined in Section 424(e) of the Code), the exercise price per Share subject to the Option shall not be less than 110% of the Fair Market Value of a Share on the Grant Date (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code).

3. Exercisability of Option.

(a) Subject to the limitations contained herein, the Option will vest and become exercisable as set forth in the Grant Notice, provided that vesting will cease upon the termination of Participant’s continuous Employment. For the purposes of this Agreement, in the event of an involuntary termination of continuous Employment, the termination shall be effective, and vesting shall cease, as of the date stated in the relevant notice of termination and, unless otherwise required by law, will not be extended by any notice period or other period of leave. Subject to applicable law, the Company shall determine the date of termination in its sole discretion.

(b) Notwithstanding the foregoing, if Participant’s continuous Employment is terminated at any time during the twelve (12) month period following a Change in Control (i) by the Company or an Affiliate without “Cause” (as defined below) or (ii) if Participant has entered into an employment or other agreement with the Company or any Affiliate, by Participant for “Good Reason” (provided, however, that such term is defined in Participant’s agreement), the unvested portion of the Option shall automatically become vested and exercisable upon such termination.

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4. Term. Participant may not exercise the Option before the commencement of its term on the Grant Date or after its Expiration Date. Subject to the provisions of the Grant Documents, Participant may exercise all or any part of the vested portion of the Option at any time prior to the earliest to occur of:

(a) the date on which Participant’s continuous Employment is terminated for Cause;

(b) thirty (30) days after Participant’s Employment terminates for any reason other than Cause, death or Disability;

(c) six (6) months after the termination of Participant’s continuous Employment due to Participant’s death or “Disability” (as defined below);

(d) the Expiration Date indicated in the Grant Notice; provided that if this Option is designated as an ISO and Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or any “parent corporation” of the Company (as defined in Section 424(e) of the Code), the Expiration Date shall be no longer than five years from the Grant Date.

For purposes of this Agreement, “Cause” shall have the meaning given to such term in any employment or other agreement between Participant and the Company or an Affiliate, or, if no such employment or other agreement exists or if Cause is not defined therein, “Cause” shall mean the Company’s or an Affiliate’s, as applicable, termination of Participant’s Employment due to Participant’s: (i) willful failure to substantially perform Participant’s duties, as set forth in an employment agreement or otherwise (other than any such failure resulting from Participant’s Disability); (ii) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, the board of directors of any Affiliate or Participant’s superiors that is applicable to Participant; (iii) Participant’s commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or a lesser crime involving moral turpitude; (iv) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s or an Affiliate’s premises or while performing Participant’s duties and responsibilities; or (v) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct or breach of fiduciary duty against the Company or any Affiliate.

For purposes of this Agreement, “Disability” shall have the meaning given to such term in the employment or other agreement between Participant and the Company or an Affiliate, or, if no such employment or other agreement exists or if Disability is not defined therein, “Disability” shall mean Participant’s “permanent and total disability (within the meaning of Section 22(e)(3) of the Code).

5. Special Tax Consequences for ISOs. If the Option is designated as an ISO in the Grant Notice, Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which ISOs,

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including the Option, are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be nonqualified stock options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other ISOs into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

6. Method of Payment.

(a) Payment of the Option Price for the Option being exercised is due in full upon exercise of all or any part of the vested Option. Participant may elect to make payment of the Option Price in cash or by check or wire transfer (or any combination thereof). Alternatively, in the Committee’s sole discretion at the time the Option is exercised and to the extent permitted by applicable law, Participant may pay the Option Price by (i) delivery of a notice that Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate Option Price for such Shares; provided, that payment of such proceeds is then made to the Company upon settlement of such sale, (ii) delivery of Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased that are not subject to any pledge, encumbrance or other security interest and satisfy such other requirements as may be imposed by the Committee; provided further, that such Shares have been held by Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting principles); (iii) any other payment method provided under the Plan that the Committee may approve; or (iv) any combination of cash (or an approved cash equivalent) and any of the foregoing.

(b) Concurrently with the exercise of the Option, Participant must pay to the Company in cash (or by check or wire transfer) any amount that the Company determines it is required to withhold under applicable federal, state or local or foreign tax laws in respect of the exercise or the transfer of such Shares; provided that the Committee may, in its sole discretion, allow such withholding obligation to be satisfied by any other method described in Section 4 of the Plan.

(c) Where Participant is permitted to pay the Option Price of an Option and/or taxes relating to the exercise of an Option by delivering Shares, Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof that Participant is the beneficial owner of such Shares, in which case the Company shall treat the Option as exercised and/or the taxes paid, as applicable, without further payment and shall withhold such number of Shares from the aggregate number of Shares acquired upon the exercise of the Option.

7. Exercise Procedures.

(a) Subject to Section 8 below and other relevant terms and conditions of the Plan and this Agreement, Participant may exercise the vested portion of the Option during its term by delivering a completed and signed Exercise Notice (substantially in the form attached as EXHIBIT B to the Grant Notice) together with the Option Price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

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(b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 4; provided, that each partial exercise shall be for not less than 100 Shares (or, if less, the maximum number of shares for which the Option is vested and exercisable at such time) and shall be for whole Shares only.

(c) By exercising the Option, Participant agrees that, as a condition to such exercise, Participant and Participant’s spouse, if requested by the Company, contemporaneously with the exercise of the Option and prior to the issuance of any certificate representing the Shares purchased upon such exercise, shall execute any agreements by and among the Company and the Company’s stockholders which shall then be applicable to the Shares to be issued to Participant, including any and all amendments to such agreements in effect at the time of such exercise, and agree to comply with any and all restrictions which then apply to holders of Shares (or the securities which at that time are to be issued upon the exercise of the Option).

8. Securities Law Compliance. Notwithstanding anything to the contrary contained herein, Participant may not exercise the Option unless the Shares issuable upon such exercise are then registered under the Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Act. The exercise of the Option must also comply with other applicable law governing the Option, and Participant may not exercise the Option if the Company determines that such exercise would not be in compliance with applicable law.

9. Limitations on Transfer of Option. Unless expressly permitted by the Committee in the case of an Option that is not designated as an ISO, the Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during Participant’s life only by Participant. Notwithstanding the foregoing, (a) the Option will be transferable pursuant to a domestic relations order and (b) by delivering written notice to the Company (in a form satisfactory to the Company), Participant may designate a third party who, in the event of Participant’s death, shall thereafter be entitled to exercise the Option.

10. Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any Shares purchasable upon the exercise of any part of the Option unless and until such Shares shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 9 of the Plan.

11. No Right to Employment or Additional Options or Awards. The Option granted hereunder shall impose no obligation on the Company or any Affiliate to continue Participant’s Employment and shall not lessen or affect the Company’s or any Affiliate’s right to terminate such Employment. Neither Participant nor any other Person shall have any claim to be granted any additional Option or any other Award and there is no obligation under the Plan for uniformity of treatment of Participants, or holders of beneficiaries of Options or other Awards. The terms and conditions of the Option granted hereunder or any other Award granted under the Plan or otherwise and the Committee’s determinations and interpretations with respect thereto and/or with respect to Participant and any recipient of an Option or other Award under the Plan need not be the same (whether or not Participant and any such other recipient are similarly situated).

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12. Notices.

(a) Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature on the Grant Notice or at the last known address for Participant contained in the Company’s records. Any notices provided for in this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt, or in the case of notices delivered by mail, five days after deposit in the United States mail (or with another delivery service), certified or registered mail, return receipt requested, postage prepaid.

(b) If this Option is designated as an ISO, Participant shall give prompt notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or transfer is made (i) within two years from the Grant Date, or (ii) within one year after the transfer of such Shares to Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized in cash, other property, assumption of indebtedness or other consideration by Participant in such disposition or other transfer.

13. Option Subject to Plan. By executing the Grant Notice, Participant acknowledges and agrees that Participant has reviewed the Grant Documents in their entirety, has had an opportunity to obtain the advice of Participant’s personal tax advisor prior to executing the Grant Notice and accepting the Option, and fully understands all provisions of the Grant Documents to which the Option is subject. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

14. Miscellaneous.

(a) Additional Documents. Participant agrees upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Award.

(b) Administration. The Committee shall have the power to interpret the Grant Documents and to adopt such rules for the administration, interpretation and application of the Grant Documents as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be taken in good faith and shall be final and binding upon Participant, the Company and all other interested Persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option.

(c) Waiver. The waiver by either party of compliance with any provision of the Agreement by the other party shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by such party of a provision of the Agreement.

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(d) Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 9, this Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, successors and assigns.

(e) Governing Law. This Agreement and the Grant Notice shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principals of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.

(f) Amendments. The Grant Notice and this Agreement may not be modified, amended or terminated, except by an instrument in writing, signed by a duly authorized representative of the Company and, to the extent any such modification, amendment or termination may materially adversely affect the rights of Participant, by Participant, except as otherwise provided under the terms of the Plan.

(g) [Additional Terms for Non-U.S. Residents. If Participant is a resident of one or more of the non-U.S. jurisdictions set forth on APPENDIX I attached hereto, then the additional terms set forth on APPENDIX I with respect to such jurisdiction(s) shall apply to the Option and are hereby incorporated into this Agreement.]

(h) Entire Agreement. The Grant Documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.

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EXHIBIT B

FORM OF EXERCISE NOTICE

Effective as of today,             , 20     , the undersigned (“Participant”) hereby elects to exercise Participant’s option to purchase the number of shares of common stock specified below (the “Shares”) of Iridium Communications Inc., a Delaware corporation (the “Company”), under and pursuant to the Iridium Communications Inc. 2009 Stock Incentive Plan (the “Plan”), the Stock Option Grant Notice dated as of             , 20      and the Stock Option Agreement attached thereto (collectively, the “Grant Documents”). Capitalized terms used herein without definition shall have the meanings given in the Grant Documents.

Grant Date:
Number of Shares as to which
Option is Exercised:
Option Price per Share:	$
Total Option Price:	$
Certificate to be issued in name of:

Payment of total Option Price plus applicable withholdings:

Cash, check or wire transfer payment delivered herewith:	$
Proceeds of broker-assisted cashless exercise:	$
Other approved method:	$	(Please specify)

By this exercise, Participant (i) acknowledges that Participant has received, read and understood the Grant Documents and agrees to abide by and be bound by their terms and conditions, (ii) understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares, (iii) represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice, (iv) agrees to provide such additional documents as the Company may require, and (v) if this exercise relates to an Incentive Stock Option, to notify the Company in writing within 15 days after the date of any disposition of any of the Shares issued upon exercise of this Option that occurs within two years after the Grant Date of this Option or within one year after such Shares are issued upon exercise of this Option. If this Option is being exercised by an authorized representative of Participant in case of Participant’s Disability or other legal incapacity or by Participant’s administrator or estate in the event of Participant’s death, then such representative, administrator or estate shall be deemed to have agreed to all of the foregoing on behalf of Participant or his or her estate, as applicable, as a condition of the exercise of the Option.

Accepted by IRIDIUM COMMUNICATIONS INC.	Submitted by PARTICIPANT
By:	By:
Print Name:	Print Name:
Title:	Address:

EXHIBIT C

IRIDIUM COMMUNICATIONS INC. 2009 STOCK INCENTIVE PLAN

EXHIBIT D

IRIDIUM COMMUNICATIONS INC. 2009 STOCK INCENTIVE PLAN PROSPECTUS

EX-10.2

Exhibit 10.2

IRIDIUM COMMUNICATIONS INC.

2009 STOCK INCENTIVE PLAN

STOCK APPRECIATION RIGHT GRANT NOTICE

Iridium Communications Inc., a Delaware corporation (the “Company”), pursuant to its 2009 Stock Incentive Plan (the “Plan”), hereby grants to the individual identified below (“Participant”) a stock appreciation right covering the number of shares of the Company’s common stock, $0.001 par value (the “Shares”) at the strike price set forth below (the “SAR”). This SAR is subject to all of the terms and conditions set forth herein and in the Stock Appreciation Right Agreement attached hereto as EXHIBIT A (the “Agreement”) and the Plan, both of which are incorporated herein by reference. Any capitalized terms not otherwise defined in this Stock Appreciation Right Grant Notice (the “Grant Notice”) or in the Agreement shall have the meanings ascribed thereto in the Plan.

Participant:

Grant Date:

Total Number of Shares Subject to SAR:

Strike Price (Per Share): $

Total Strike Price: $

Expiration Date:

Vesting Schedule:	Subject to the terms and conditions of the Plan, the Agreement and this Grant Notice, this SAR will vest and become exercisable as follows:
	In no event, however, shall this SAR vest or become exercisable for any additional Shares following the termination of Participant’s continuous Employment.

By his or her signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice (together, the “Grant Documents”). Participant has reviewed the Grant Documents in their entirety and fully understands all provisions of the Grant Documents. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under or relating to the Grant Documents.

IRIDIUM COMMUNICATIONS INC.	PARTICIPANT
By:	By:
Print Name:	Print Name:
Title:	Address:
Address:

Attachments:	Stock Appreciation Right Agreement (EXHIBIT A)
	Form of Exercise Notice (EXHIBIT B)
	Iridium Communications Inc. 2009 Stock Incentive Plan (EXHIBIT C)
	Iridium Communications Inc. 2009 Stock Incentive Plan Prospectus (EXHIBIT D)

EXHIBIT A

STOCK APPRECIATION RIGHT AGREEMENT

Pursuant to the Stock Appreciation Right Grant Notice (the “Grant Notice”) to which this Stock Appreciation Right Agreement (the “Agreement”) is attached, Iridium Communications Inc. (the “Company”) has granted to Participant a stock appreciation right under the Iridium Communications Inc. 2009 Stock Incentive Plan (the “Plan”) over the number of Shares specified in the Grant Notice at the strike price indicated in the Grant Notice. The SAR shall entitle Participant upon exercise to an amount equal to (x) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the strike price per Share, times (y) the number of Shares as to which the SAR is being exercised, upon the terms and conditions set forth in the Plan, the Grant Notice and this Agreement (together, the “Grant Documents”). Capitalized terms not defined in this Agreement shall have the meaning specified in the Grant Notice or, if not defined therein, the Plan.

The SAR shall be subject to the terms and conditions set forth below:

1. Grant of SAR. In consideration of Participant’s agreement to remain in the service or employ of the Company or an Affiliate and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice, the Company irrevocably grants to Participant a SAR over the number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Grant Documents.

2. Number of Shares and Strike Price. The strike price of the Shares subject to the SAR shall be the strike price set forth in the Grant Notice; provided that the strike price per Share subject to the SAR shall not be less than 100% of the Fair Market Value of a Share on the Grant Date.

3. Vesting and Exercisability of SAR.

(a) Subject to the limitations contained herein, the SAR will vest and become exercisable as set forth in the Grant Notice, provided that vesting will cease upon the termination of Participant’s continuous Employment. For the purposes of this Agreement, in the event of an involuntary termination of continuous Employment, the termination shall be effective, and vesting shall cease, as of the date stated in the relevant notice of termination and, unless otherwise required by law, will not be extended by any notice period or other period of leave. Subject to applicable law, the Company shall determine the date of termination in its sole discretion.

(b) Notwithstanding the foregoing, if Participant’s continuous Employment is terminated at any time during the twelve (12) month period following a Change in Control (i) by the Company or an Affiliate without “Cause” (as defined below) or (ii) if Participant has entered into an employment or other agreement with the Company or any Affiliate, by Participant for “Good Reason” (provided, however, that such term is defined in Participant’s agreement), the unvested portion of the SAR shall automatically become vested and exercisable upon such termination.

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4. Term. Participant may not exercise the SAR before the commencement of its term on the Grant Date or after its Expiration Date. Subject to the provisions of the Grant Documents, Participant may exercise all or any part of the vested portion of the SAR at any time prior to the earliest to occur of:

(a) the date on which Participant’s continuous Employment is terminated for Cause;

(b) thirty (30) days after Participant’s Employment terminates for any reason other than Cause, death or Disability;

(c) six (6) months after the termination of Participant’s continuous Employment due to Participant’s death or “Disability” (as defined below);

(d) the Expiration Date indicated in the Grant Notice; provided that if on the Expiration Date, the Fair Market Value of the Shares underlying the SAR exceeds the strike price, and Participant has not exercised the SAR, such SAR shall be deemed to have been exercised by Participant on such last day, and the Company shall make the appropriate payment therefor.

For purposes of this Agreement, “Cause” shall have the meaning given to such term in any employment or other agreement between Participant and the Company or an Affiliate, or, if no such employment or other agreement exists or if Cause is not defined therein, “Cause” shall mean the Company’s or an Affiliate’s, as applicable, termination of Participant’s Employment due to Participant’s: (i) willful failure to substantially perform Participant’s duties, as set forth in an employment agreement or otherwise (other than any such failure resulting from Participant’s Disability); (ii) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, the board of directors of any Affiliate or Participant’s superiors that is applicable to Participant; (iii) Participant’s commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or a lesser crime involving moral turpitude; (iv) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s or an Affiliate’s premises or while performing Participant’s duties and responsibilities; or (v) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct or breach of fiduciary duty against the Company or any Affiliate.

For purposes of this Agreement, “Disability” shall have the meaning given to such term in the employment or other agreement between Participant and the Company or an Affiliate, or, if no such employment or other agreement exists or if Disability is not defined therein, “Disability” shall mean Participant’s “permanent and total disability (within the meaning of Section 22(e)(3) of the Code).

5. Method of Payment for Applicable Taxes.

(a) The Company may permit Participant to make payment of any applicable taxes, in whole or in part, in Shares having a Fair Market Value equal to the amount of the withholding taxes or portion thereof, as applicable, due upon the exercise of the SAR; provided however, that such Shares have been held by Participant for no less than six months (or

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such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting principles).

(b) Where Participant is permitted to pay the taxes relating to the exercise of a SAR by delivering Shares, Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof that Participant is the beneficial owner of such Shares, in which case the Company shall treat the taxes as paid, without further payment and shall withhold such number of Shares acquired upon the exercise of the SAR.

6. Exercise Procedures.

(a) Subject to Section 8 below and other relevant terms and conditions of the Plan and this Agreement, Participant may exercise the vested portion of the SAR during its term by delivering a completed and signed Exercise Notice (substantially in the form attached as EXHIBIT B to the Grant Notice) to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. The SAR shall entitle Participant upon exercise to an amount equal to (x) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the strike price per Share, times (y) the number of Shares as to which the SAR is being exercised. Payment shall be made to Participant in Shares only.

(b) Any exercisable portion of the SAR or the entire SAR, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the SAR or portion thereof becomes unexercisable under Section 4; provided, that each partial exercise shall be for not less than 100 Shares (or, if less, the maximum number of shares for which the SAR is vested and exercisable at such time) and shall be for whole Shares only.

(c) By exercising the SAR, Participant agrees that, as a condition to such exercise, Participant and Participant’s spouse, if requested by the Company, contemporaneously with the exercise of the SAR and prior to the issuance of any certificate representing the Shares obtained upon such exercise, shall execute any agreements by and among the Company and the Company’s stockholders which shall then be applicable to the Shares to be issued to Participant, including any and all amendments to such agreements in effect at the time of such exercise, and agree to comply with any and all restrictions which then apply to holders of Shares (or the securities which at that time are to be issued upon the exercise of the SAR).

7. Securities Law Compliance. Notwithstanding anything to the contrary contained herein, Participant may not exercise the SAR unless the Shares issuable upon such exercise are then registered under the Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Act. The exercise of the SAR must also comply with other applicable law governing the SAR, and Participant may not exercise the SAR if the Company determines that such exercise would not be in compliance with applicable law.

8. Limitations on Transfer of SARs. Unless expressly permitted by the Committee, the SAR is not transferable, except by will or by the laws of descent and distribution, and is exercisable during Participant’s life only by Participant. Notwithstanding the foregoing, (a) the SAR will be transferable pursuant to a domestic relations order and (b) by delivering

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written notice to the Company (in a form satisfactory to the Company), Participant may designate a third party who, in the event of Participant’s death, shall thereafter be entitled to exercise the SAR.

9. Rights as Stockholder. The holder of the SAR shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any Shares purchasable upon the exercise of any part of the SAR unless and until such Shares shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 9 of the Plan.

10. No Right to Employment or Additional Awards. The SAR granted hereunder shall impose no obligation on the Company or any Affiliate to continue Participant’s Employment and shall not lessen or affect the Company’s or any Affiliate’s right to terminate such Employment. Neither Participant nor any other Person shall have any claim to be granted any additional Award and there is no obligation under the Plan for uniformity of treatment of Participants, or holders or beneficiaries of other Awards. The terms and conditions of the SAR granted hereunder or any other Award granted under the Plan (or otherwise) and the Committee’s determinations and interpretations with respect thereto and/or with respect to Participant and any recipient of any other Award under the Plan need not be the same (whether or not Participant and any such other recipient are similarly situated).

11. Withholding Obligations and Notices.

(a) At the time Participant exercises the SAR, in whole or in part, or at any time thereafter as requested by the Company, Participant hereby authorizes withholding from payroll and any other amounts payable to Participant, and otherwise agrees to make adequate provision for (including by means of Section 5 hereof or a “same day sale” program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company and applicable law, including, but not limited to, Section 402 of the Sarbanes-Oxley Act of 2002) any sums required to satisfy any federal, state, local and foreign tax withholding obligations of the Company or any of its Affiliates, which arise in connection with the SAR.

(b) Participant may not exercise the SAR unless the tax withholding obligations of the Company and/or any Affiliate are satisfied or appropriate arrangements (acceptable to the Company) are made therefor.

(c) Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature on the Grant Notice or at the last known address for Participant contained in the Company’s records. Any notices provided for in this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt, or in the case of notices delivered by mail, five days after deposit in the United States mail (or with another delivery service), certified or registered mail, return receipt requested, postage prepaid.

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12. SAR Subject to Plan. By executing the Grant Notice, Participant acknowledges and agrees that Participant has reviewed the Grant Documents in their entirety, has had an opportunity to obtain the advice of Participant’s personal tax advisor prior to executing the Grant Notice and accepting the SAR, and fully understands all provisions of the Grant Documents to which the SAR is subject. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

13. Miscellaneous.

(a) Additional Documents. Participant agrees upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Award.

(b) Administration. The Committee shall have the power to interpret the Grant Documents and to adopt such rules for the administration, interpretation and application of the Grant Documents as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be taken in good faith and shall be final and binding upon Participant, the Company and all other interested Persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the SAR.

(c) Waiver. The waiver by either party of compliance with any provision of the Agreement by the other party shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by such party of a provision of the Agreement.

(d) Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 9, this Agreement shall be binding upon Participant and Participant’s heirs, executors, administrators, successors and assigns.

(e) Governing Law. This Agreement and the Grant Notice shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principals of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.

(f) Amendments. The Grant Notice and this Agreement may not be modified, amended or terminated, except by an instrument in writing, signed by a duly authorized representative of the Company and, to the extent any such modification, amendment or termination may materially adversely affect the rights of Participant, by Participant, except as otherwise provided under the terms of the Plan.

(g) Additional Terms for Non-U.S. Residents. If Participant is a resident of one or more of the non-U.S. jurisdictions set forth on Appendix I attached hereto, then the additional terms set forth on Appendix I with respect to such jurisdiction(s) shall apply to the SAR and are hereby incorporated into this Agreement.

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(h) Entire Agreement. The Grant Documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.

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EXHIBIT B

FORM OF EXERCISE NOTICE

Effective as of today,                     , 20        , the undersigned (“Participant”) hereby elects to exercise Participant’s SAR for the number of shares of common stock specified below (the “Shares”) of Iridium Communications Inc., a Delaware corporation (the “Company”), under and pursuant to the Iridium Communications Inc. 2009 Stock Incentive Plan (the “Plan”), the Stock Appreciation Right Grant Notice dated as of                     , 20         and the Stock Appreciation Right Agreement attached thereto (collectively, the “Grant Documents”). Capitalized terms used herein without definition shall have the meanings given in the Grant Documents.

Grant Date:
Number of Shares as to which SAR is Exercised:
Strike Price per Share:	$
Total Strike Price:	$
Certificate to be Issued in Name of:
Payment of Applicable Tax Withholdings:

Cash, check or wire transfer payment delivered herewith:	$
Proceeds of broker assisted sale:	$
Other approved method:	$                     (Please specify)

By this exercise, Participant (i) acknowledges that Participant has received, read and understood the Grant Documents and agrees to abide by and be bound by their terms and conditions, (ii) understands that Participant may suffer adverse tax consequences as a result of Participant’s exercise of the SAR or disposition of the Shares, (iii) represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the exercise of the SAR or disposition of the Shares and that Participant is not relying on the Company for any tax advice, and (iv) agrees to provide such additional documents as the Company may require. If this SAR is being exercised by an authorized representative of Participant in case of Participant’s Disability or other legal incapacity or by Participant’s administrator or estate in the event of Participant’s death, then such representative, administrator or estate shall be deemed to have agreed to all of the foregoing on behalf of Participant or his or her estate, as applicable, as a condition of the exercise of the SAR.

Accepted by IRIDIUM COMMUNICATIONS INC.	Submitted by PARTICIPANT
By:	By:
Print Name:	Print Name:
Title:	Address:

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EXHIBIT C

IRIDIUM COMMUNICATIONS INC. 2009 STOCK INCENTIVE PLAN

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EXHIBIT D

IRIDIUM COMMUNICATIONS INC. 2009 STOCK INCENTIVE PLAN PROSPECTUS

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EX-10.3

Exhibit 10.3

IRIDIUM COMMUNICATIONS INC.

2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of [—], 2009 (the “Date of Grant”), is made by and between Iridium Communications Inc., a Delaware corporation (the “Company”), and [—] (“Participant”).

WHEREAS, the Company has adopted the Iridium Communications Inc. 2009 Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement;

WHEREAS, the Plan provides for the grant of Other Stock-Based Awards which may include forfeitable Shares (“Restricted Stock”); and

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) has determined that it would be in the best interests of the Company and its stockholders to grant the award of Restricted Stock provided for herein (the “Restricted Stock Award”) to Participant, on the terms and conditions described in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Grant of Restricted Stock Award.

(a) Grant. The Company hereby grants to Participant a Restricted Stock Award consisting of [—] shares of Restricted Stock. The Restricted Stock shall vest and become non-forfeitable in accordance with Section 2 hereof.

(b) Incorporation by Reference, etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon Participant and Participant’s legal representative in respect of any questions arising under the Plan or this Agreement. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or any Award granted thereunder.

2. Vesting. [The Restricted Stock granted pursuant to Section 1 above shall vest in equal annual installments on each of the first four (4) anniversaries of the Date of Grant,

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provided Participant has not terminated Participant’s continuous Employment with the Company or its Affiliates for any reason prior to each vesting date.¹ ]

3. Tax Matters.

(a) Tax Withholding. Participant shall pay to the Company promptly upon request, and in any event at the time Participant recognizes taxable income in respect of the Restricted Stock Award, an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Stock. Such payment shall be made in the form of cash in an amount with a Fair Market Value equal to such withholding liability; provided, that the Committee may, in its sole discretion, to the extent permitted by applicable law, allow such withholding obligation to be satisfied by any other method described in Section 4 of the Plan.

(b) Section 83(b) Election. If Participant properly elects (as permitted by Section 83(b) of the Code) within thirty (30) days after the issuance of the Restricted Stock to include in gross income for U.S. federal income tax purposes in the year of issuance the fair market value of such shares of Restricted Stock, Participant shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with respect to the Restricted Stock. Participant acknowledges that it is Participant’s sole responsibility, and not the Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if Participant elects to utilize such election. Participant further acknowledges that neither the Company nor any of its Affiliates can provide Participant with tax advice relating to the grant of the Restricted Stock Award and that it is Participant’s responsibility to consult with Participant’s own personal tax advisor regarding the tax consequences of the grant and vesting of the Restricted Stock Award and the making of an election under Section 83(b) of the Code, if any.

4. Certificates. Certificates evidencing the Restricted Stock shall be issued by the Company and shall be registered in Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to, in the case of any particular share of Restricted Stock, the date on which such share vests (the “Vesting Date”). As a condition to the receipt of this Restricted Stock Award, Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Restricted Stock. Notwithstanding the foregoing, the Company may elect to recognize Participant’s ownership through uncertificated book entry.

5. Forfeiture of Restricted Stock. Unvested Restricted Stock shall be forfeited without consideration by Participant upon Participant’s termination of Employment with the Company or its Affiliates for any reason.

6. Rights as a Stockholder; Dividends. Participant shall not be deemed for any purpose to be the owner of any Restricted Stock unless and until (i) the Company shall have

¹ [Committee to determine vesting provisions, including, if applicable, acceleration upon termination of employment and/or change in control.]

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issued the Restricted Stock in accordance with Section 4 hereof and (ii) Participant’s name shall have been entered as a stockholder of record with respect to the Restricted Stock on the books of the Company. Upon the fulfillment of the conditions in (i) and (ii) of this Section 6, Participant shall be the record owner of the Restricted Stock unless and until such shares are forfeited pursuant to Section 5 hereof or sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to the Restricted Stock; provided, that (x) any cash or in-kind dividends paid with respect to unvested Restricted Stock shall be withheld by the Company and shall be paid to Participant, without interest, only when, and if, such Restricted Stock becomes vested and (y) the Restricted Stock shall be subject to the limitations on transfer and encumbrance set forth in this Agreement. Unless otherwise required under applicable laws, rules or regulations, as soon as practicable following the vesting of any Restricted Stock, certificates for such vested Restricted Stock shall be delivered to Participant or to Participant’s legal representative along with the stock powers relating thereto; provided, that, no certificate will be delivered if the Company elects to recognize Participant’s ownership through certificated book entry, in which case such uncertificated shares of Restricted Stock shall be credited to a book entry account maintained by the Company (or its designee) on behalf of Participant.

7. Restrictive Legend. All certificates representing Restricted Stock shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE 2009 IRIDIUM COMMUNICATIONS INC. STOCK INCENTIVE PLAN AND A CERTAIN RESTRICTED STOCK AWARD AGREEMENT BETWEEN IRIDIUM COMMUNICATIONS INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS PREDECESSOR IN INTEREST), WHICH PLAN AND AGREEMENT ARE BINDING UPON ANY AND ALL OWNERS OF ANY INTEREST IN SAID SHARES. SAID PLAN AND AGREEMENT ARE AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF IRIDIUM COMMUNICATIONS INC. AND COPIES THEREOF WILL BE FURNISHED WITHOUT CHARGE TO ANY OWNER OF SAID SHARES UPON REQUEST.

8. Transferability. No share of Restricted Stock may, at any time prior to becoming vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

9. Adjustments for Stock Splits, Stock Dividends, etc.

(a) If from time to time during the term of the Agreement there is any stock split up, stock dividend, stock distribution or other reclassification of the Shares, any and all new, substituted or additional securities to which Participant is entitled by reason of Participant’s

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ownership of the Restricted Stock shall be immediately subject to the terms of the Agreement and shall be encompassed within the term “Restricted Stock.”

(b) If Shares are converted into or exchanged for, or stockholders of the Company receive by reason of any distribution in total or partial liquidation, securities of another corporation, or other property (including cash), pursuant to any merger of the Company or acquisition of its assets, then the rights of the Company under the Agreement shall inure to the benefit of the Company’s successor and the Agreement shall apply to the securities or other property received upon such conversion, exchange or distribution in the same manner and to the same extent as the Restricted Stock.

10. Waiver. Any right of the Company contained in this Agreement may be waived in writing by the Board. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

11. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, facsimile, courier service or personal delivery:

if to the Company:

Iridium Communications Inc.

6707 Democracy Blvd., Suite 300

Bethesda, MD 20817

Facsimile: [—]

Attention: Secretary

if to Participant:

To the last known address contained in the Company’s records

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, certified or registered mail, return receipt requested, if mailed; and when receipt is mechanically acknowledged, if by facsimile.

12. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

13. No Rights to Employment or Additional Awards. Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in any position, as an

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employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge Participant at any time for any reason whatsoever. Neither Participant nor any other Person shall have any claim to be granted any additional Award and there is no obligation under the Plan for uniformity of treatment of holders or beneficiaries of Awards. The terms and conditions of the Restricted Stock Award granted hereunder or any other Award granted under the Plan (or otherwise) and the Committee’s determinations and interpretations with respect thereto and/or with respect to Participant and any recipient of an Award under the Plan need not be the same (whether or not Participant and any such other recipient are similarly situated).

14. Beneficiary. Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives Participant, Participant’s estate shall be deemed to be Participant’s beneficiary.

15. Successors and Assigns. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.

16. Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

17. Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

18. Bound by Plan. By signing this Agreement, Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

19. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principals of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.

20. [JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.]

21. Additional Terms for Non-U.S. Residents. If Participant is a resident of one or more of the non-U.S. jurisdictions set forth on APPENDIX I attached hereto, then the additional terms set forth on APPENDIX I with respect to such jurisdiction(s) shall apply to the Restricted Stock Award and are hereby incorporated into this Agreement.

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

23. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Remainder of page intentionally left blank; signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

Iridium Communications Inc.

By:

Title:

Participant

Name: