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): February 26, 2016

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33963	26-1344998
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1750 Tysons Boulevard

Suite 1400

McLean, VA 22102

(703) 287-7400

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

(e) Performance Share Program

On February 26, 2016, the Compensation Committee of the Board of Directors (the “Committee”) of Iridium Communications Inc. (the “Company”) approved the Performance Share Program (the “Program”), which provides for the grant of restricted stock units (“Awards”) under the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). The Program replaces the Performance Share Program the Company previously adopted under the terms of the Company’s 2012 Equity Incentive Plan (the “2012 Plan”). The Plan is the successor to and continuation of the 2012 Plan, and following the effective date of the Plan no additional awards may be granted under the 2012 Plan. Effective as of the effective date of the Program, no additional awards will be granted pursuant to the Performance Share Program previously adopted under the 2012 Plan.

The Committee established the Program to (i) focus key employees on achieving specific performance targets, (ii) reinforce a team-oriented approach, (iii) provide significant award potential for achieving outstanding performance, and (iv) enhance the ability of the Company to attract and retain highly talented and competent individuals. The Program provides that the Committee may grant Awards (referred to as “Maximum Awards”) to designated key employees, with each such Maximum Award representing a specified maximum number of shares of common stock that may ultimately be earned by each such employee under the Award. The Maximum Award is calculated by reference to the target award value (the “Target Award”). The Program contemplates that the Committee may establish criteria for determining the number of shares ultimately awarded (the “Actual Awards”), including (a) one or more performance goals of the type enumerated in the Plan that are calculated in a manner that would allow for deductibility under Section 162(m) of the Internal Revenue Code (“162(m) Performance Goals”), the satisfaction of which is a condition to some or all of the Maximum Award being earned, (b) other performance goals that may or may not be of the type specifically enumerated in the Plan which may form the basis for a determination by the Committee to reduce the award to the participant (“Other Performance Goals”), and (c) the performance period over which attainment of the 162(m) Performance Goals and Other Performance Goals is determined (the “Performance Period”). The Program also contemplates that the Committee may establish a vesting period over which the respective key employee must remain employed by the Company following the Performance Period in order to earn the shares underlying his or her Actual Award.

On February 26, 2016, the Performance Subcommittee of the Committee (the “Sub-committee”) approved Awards under the Program to be granted on March 1, 2016 to the Company’s principal executive officer, principal financial officer and other named executive officers, designated a 162(m) Performance Goal, an Other Performance Goal and a Performance Period related to such Awards and specified a vesting schedule for the Awards. These Awards specified a Target Award (and the related Maximum Award) for each of these executives as set forth in the following table. The Awards were approved with a specified dollar value and were converted to an equivalent number of shares of common stock based on the closing price of the common stock on the grant date, rounded down to the nearest whole share.

Officer	Title	Target Award ($)		Maximum Award ($)
Matthew J. Desch	Chief Executive Officer	$	324,000	$	486,000
Thomas J. Fitzpatrick	Chief Financial Officer and Chief Administrative Officer	$	110,000	$	165,000
S. Scott Smith	Chief Operating Officer	$	110,000	$	165,000
Thomas D. Hickey	Chief Legal Officer	$	97,500	$	146,250
Bryan Hartin	Executive Vice President Sales and Marketing	$	97,500	$	146,250

The Actual Awards for each executive will be based on the level of achievement of the 162(m) Performance Goal, which is the growth of the Company’s average service revenue for 2016 and 2017, calculated in accordance with generally accepted accounting principles (“GAAP”), over the service revenue that was reported by the Company for 2015. The Actual Awards will be reduced to zero if the Company fails to achieve the Other Performance Goal specified by the Sub-committee, which is the achievement of a specified average OEBITDA margin for 2016 and 2017. “OEBITDA margin” is OEBITDA expressed as a percentage of revenue. “OEBITDA” is defined as earnings before interest, income taxes, depreciation and amortization, Iridium NEXT revenue and expenses (for periods prior to the deployment of Iridium NEXT only), loss from the Company’s investment in its Aireon LLC joint venture, share-based compensation expenses, and the impact of purchase accounting. Iridium NEXT revenue and expenses are expected to be excluded from OEBITDA through 2016. In 2017, Iridium NEXT revenues are expected to exceed recurring Iridium NEXT expenses

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(recurring Iridium NEXT expenses are not part of the approximately $3 billion construction cost of Iridium NEXT (the “Construction Costs”)). Accordingly, the Company expects that beginning in 2017, Iridium NEXT revenues and these recurring expenses will be included in OEBITDA. U.S. GAAP requires that certain of the Construction Costs be expensed. These expensed Construction Costs, which in 2017 and later are principally in-orbit insurance, will continue to be excluded from the calculation of OEBITDA through 2018.

The Actual Award will vest as to 50% of the underlying shares when the Sub-committee determines the Company’s level of achievement of the 162(m) Performance Goal and the Other Performance Goal, which would occur in the first quarter of 2018, and as to the remaining 50% on March 1, 2019, subject to continuous employment of the participant through such dates. If a change in control of the Company occurs before the date the Sub-committee determines the Company’s level of achievement of the Performance Goal and Other Performance Goal, each participant will be credited with an Actual Award equal to the participant’s Target Award, and the Actual Award will remain subject to the same time-based vesting schedule with the first vesting date being March 1, 2018. Actual Awards and any shares issued thereunder are subject to recoupment from participants in accordance with any clawback policy that the Company is required to adopt pursuant to applicable laws.

The description of the Program contained herein is a summary of its material terms, does not purport to be complete and is qualified in its entirety by reference to the Program and the Plan. A copy of the Performance Share Program is filed as Exhibit 10.1 and incorporated herein by reference. A copy of the form of Performance Share Award Grant Notice and Performance Share Award Agreement for use in connection with grants under the Program is filed as Exhibit 10.2 and incorporated herein by reference.

Iridium 2016 Executive Performance Bonus Plan

On February 26, 2016, the Sub-committee approved the terms of the Company’s 2016 Executive Performance Bonus Plan (the “Iridium Bonus Plan”), operating under and as part of the Plan.

Executives of the Company who are employed during the 2016 calendar year at the level of Executive Vice President or above and subject to Section 16 of the Securities Exchange Act of 1934 are eligible to participate in the Iridium Bonus Plan, provided that a participant must be employed through the date bonuses are paid in order to be eligible to receive a bonus, except as provided in an applicable severance plan or individual agreement. Pursuant to the Iridium Bonus Plan, each participant is eligible to receive an incentive bonus (the “Bonus Award”) calculated in part by reference to a “Target Bonus Award” determined for such participant by the Committee or the Sub-committee. The Target Bonus Award is calculated by multiplying the participant’s base salary earned during the 2016 calendar year by a Committee or Sub-committee-approved Target Bonus Percentage.

On February 26, 2016, the Sub-committee established the Target Bonus Percentage (expressed as a percentage of earned base salary) under the Iridium Bonus Plan for each of the Company’s principal executive officer, principal financial officer and other named executive officers as set forth in the table below.

Officer	Title	Target Bonus Percentage
Matthew J. Desch	Chief Executive Officer		90	%
Thomas J. Fitzpatrick	Chief Financial Officer and Chief Administrative Officer		75	%
S. Scott Smith	Chief Operating Officer		75	%
Thomas D. Hickey	Chief Legal Officer		60	%
Bryan J. Hartin	Executive Vice President, Sales and Marketing		60	%

The actual bonus award will be calculated by multiplying the Target Bonus Award by a corporate performance factor determined by the Sub-committee, which can range from 0% to 200% based on the achievement of the following corporate performance goals: (i) OEBITDA (as defined under “Performance Share Program” above); (ii) specified strategic goals; and (iii) specified measures of user satisfaction. The resulting amount may then be reduced but not increased by the Sub-committee based on a personal performance factor ranging from 0% to 100%.

Bonus Awards up to the Target Bonus Award will be paid in common stock of the Company in the form of restricted stock units granted under our 2015 Equity Incentive Plan, while any excess Bonus Award will be paid in cash. Restricted stock units equal in value to each executive’s Target Bonus Award were granted on March 1, 2016 and will vest, if at all, in March 2017 upon the determination by the Sub-committee as to the achievement of the specified performance goals, the executive’s personal performance factor and the executive’s continued service through the applicable vesting date.

Any amounts paid under the Iridium Bonus Plan are subject to recoupment from participants in accordance with any clawback policy that the Company is required to adopt pursuant to applicable laws.

The description of the Iridium Bonus Plan contained herein is a summary of the material terms of the Iridium Bonus Plan, does not purport to be complete, and is qualified in its entirety by reference to the Iridium Bonus Plan, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2016.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
10.1	Performance Share Program established under the Iridium Communications Inc. 2015 Equity Incentive Plan
10.2	Form of Performance Share Award Grant Notice and Performance Share Award Agreement for use in connection with the Performance Share Program established under the Iridium Communications Inc. 2015 Equity Incentive Plan

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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: March 3, 2016	By:	/s/ Matthew J. Desch
		Name:	Matthew J. Desch
		Title:	Chief Executive Officer

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EX-10.1

Exhibit 10.1

IRIDIUM COMMUNICATIONS INC.

2015 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE PROGRAM

ADOPTED: FEBRUARY 26, 2016

1. Purpose. The Iridium Communications Inc. Performance Share Program (the “Program”), established under the Iridium Communications Inc. 2015 Equity Incentive Plan (the “2015 Plan”), is intended to provide equity incentive compensation to individuals who make a significant contribution to the performance of Iridium Communications Inc. (the “Company”). Program objectives are to: (i) focus key Employees on achieving specific performance targets; (ii) reinforce a team-oriented approach; (iii) provide significant award potential for achieving outstanding performance; and (iv) enhance the ability of the Company to attract and retain highly talented and competent individuals.

2. Definitions.

Defined terms not explicitly defined in this Program but defined in the 2015 Plan will have the same definitions as in the 2015 Plan.

(a) “Actual Award” means the number of Shares ultimately credited to a Designated Participant under the Program at the end of a Performance Period based on achievement of applicable Performance Goals and Other Performance Goals, which may be subject to a subsequent additional vesting period set forth in the Award Agreement approved for use by the Committee under the Program.

(b) “Board” means the Board of Directors of the Company.

(c) “Certification Date” means the date on which the Committee certifies whether the Performance Goals for a particular Performance Period have been met and whether any reductions in the Maximum Awards should be made on account of the degree of achievement of the Other Performance Goals. Absent extraordinary circumstances that delay the finalization of the Company’s audited financial statements for the Performance Period beyond March 14 of the year following the close of such Performance Period, the Certification Date will be no later than March 15 of the year following the close of the Performance Period.

(d) “Committee” means the Compensation Committee of the Board (or subcommittee thereof), or such other committee of the Board (including, without limitation, the full Board) to which the Board has delegated power to act under or pursuant to the provisions of the 2015 Plan; provided, however, that for purposes of administering the 2015 Plan with respect to Designated Participants who are or may be deemed “covered employees” (as defined for purposes of Section 162(m) of the Code), the “Committee” will be composed solely of two or more members of the Board, each of whom is an “outside director” for purposes of Section 162(m) of the Code.

(e) “Disability” means, with respect to a Designated Participant, the inability of such Designated Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as provided in Section 22(e)(3) and 409A(a)(2)(C)(i) of the Code.

(f) “Designated Participant” means a key Employee of the Company or any other Affiliate who is designated by the Committee in writing to participate in the Program.

(g) “Employee” means any person treated as an employee (including an officer or a member of the Board who is also treated as an employee) in the records of the Company or an Affiliate.

(h) “Maximum Award” means a “restricted stock unit award” that covers the maximum number of Shares that may be credited to a Designated Participant under the Program in respect of a specified Performance Period if the applicable Performance Goals are achieved at the levels set by the Committee during the applicable Performance Period, if no exercise of negative discretion occurs as a result of the application of the Other Performance Goals, and if the Designated Participant continues to render service to the Company or any other Affiliate during the entire Performance Period, through the Certification Date and any subsequent vesting period thereafter.

(i) “Other Performance Goal” means a Performance Goal established by the Committee under the 2015 Plan that may or may not be based on one or more of the expressly specified Performance Criteria set forth in Section 13(oo) of the 2015 Plan.

(j) “Performance Goal” means a Performance Goal established by the Committee under the 2015 Plan that is based on one or more of the expressly specified Performance Criteria set forth in Section 13 (oo) of the 2015 Plan and that is calculated in a manner that would allow for deductibility under Section 162(m) of the Code.

(k) “Performance Period” means the period of time selected by the Committee over which the attainment of one or more Performance Goals and Other Performance Goals will be measured for the purpose of determining a Designated Participant’s right to an Actual Award. At the discretion of the Committee, a Performance Period may be divided into shorter periods (e.g., fiscal years of the Company) over which the attainment of one or more Performance Goals or Other Performance Goals will be measured.

(l) “Target Award” means the target number of Shares that would be credited to a Designated Participant under the Program in respect of the Performance Period if the Performance Goals are achieved at a target level specified by the Committee and the Other Performance Goals are achieved. The Maximum Award is calculated by reference to the Target Award.

3. How Awards Are Earned Under the Program.

(a) General Program Description. The Program provides the opportunity for certain key Employees to earn Shares based on the performance of the Company. In general, the

Committee will select certain key Employees to participate in the Program at the beginning of the Performance Period. Upon selection to participate in the Program, each such Designated Participant will be granted a Maximum Award reflecting the maximum number of Shares that the Designated Participant will be eligible to earn and vest in as an Actual Award if (i) specified levels of applicable Performance Goals are achieved during the Performance Period, (ii) the Committee does not reduce the Maximum Award on account of the degree of achievement of the Other Performance Goals, and (iii) the Designated Participant continues to be employed by the Company or any other Affiliate during the entire Performance Period and through the Certification Date and any subsequent additional vesting period. If the Committee does reduce the Maximum Award on account of the degree of achievement of applicable Other Performance Goals, the Actual Award for the Designated Participant will be the applicable portion (or none) of the Shares subject to the Maximum Award. If the specified minimum levels of the Performance Goals are not achieved during the Performance Period, the Designated Participant will forfeit his entire Maximum Award and not receive any Actual Award. The maximum number of Shares that a Designated Participant may receive as an Actual Award will in no event exceed the Maximum Award. As required by Section 3(d) of the 2015 Plan and in accordance with Section 162(m) of the Code, in no event may the Maximum Award for any Designated Participant granted during a calendar year exceed 3,000,000 Shares.

(b) Designated Participants. Each key Employee of the Company or any other Affiliate who is designated by the Committee in writing for participation in the Program for a particular Performance Period will be eligible for a Maximum Award (in a size determined by the Committee) with respect to such Performance Period. The Committee may designate a key Employee who commences service after the beginning of a particular Performance Period as eligible to receive a prorated Maximum Award for such Performance Period; provided, however, that notwithstanding the foregoing, with respect to any such key Employee who is a “covered employee” (as defined for purposes of Section 162(m) of the Code) who commences service after the Committee has established the Performance Goals for the Performance Period, the Committee must establish the Performance Goals and Maximum Award applicable to such key Employee in writing no later than ninety (90) days after such key Employee’s commencement of service (but in no event after twenty-five percent (25%) of the shortened Performance Period has elapsed), provided that the outcome of such Performance Goals is substantially uncertain at such time. The determination as to whether an individual is a Designated Participant will be made by the Committee, in its sole discretion, and such determination will be binding and conclusive on all persons.

No Employee will have any right to (i) be a Designated Participant in the Program in the current or any future year, (ii) continue as an Employee, or (iii) be granted a Maximum Award or Actual Award under the Program. The Company is not obligated to give uniform treatment (e.g., number of Shares subject to Maximum Awards) to Employees or Designated Participants under the Program. Participation in the Program as to a particular Performance Period does not convey any right to participate in the Program as to any other Performance Period.

(c) Performance Goals and Other Performance Goals. The Performance Goals and Other Performance Goals, if applicable, for a particular Performance Period, and their relative weights, will be determined by the Committee, in its sole discretion. The Committee also may establish, in its sole discretion, Performance Goals and Other Performance Goals for annual, quarterly or other

periods within the applicable Performance Period. The Performance Goals and Other Performance Goals for a Performance Period or for shorter periods within a Performance Period are not required to be identical to the Performance Goals and Other Performance Goals for any other Performance Period or shorter period within a Performance Period. The Committee may establish Performance Goals and Other Performance Goals for the Company that differ from those established for one or more other Affiliates and may establish different Performance Goals and Other Performance Goals for each Designated Participant or for groups of Designated Participants.

4. Other Program Provisions.

(a) Distribution of Shares in Respect of Actual Awards. Assessment of actual performance, determination of Actual Awards and the distribution of Shares in respect of Actual Awards will be subject to (i) certification by the Committee that the applicable Performance Goals and other terms of the Program have been met, (ii) the Committee’s determination as to the appropriate reductions, if any, in the amounts of the Maximum Awards in arriving at the amounts of the Actual Awards, based on the levels of achievement of applicable Other Performance Goals, and (iii) the completion of any subsequent additional vesting period. Unless an Actual Award provides otherwise, Shares that are credited to a Designated Participant as an Actual Award will generally be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) within 30 days following the applicable vesting date. Notwithstanding the foregoing, if the Company has provided a Designated Participant with a plan or program by which to defer distribution of such Shares and the Designated Participant has made an effective election to defer such distribution under such plan or program, such Shares will be distributed to the Designated Participant (or the Designated Participant’s heirs in the case of death) in accordance with such election. The Company may, but is not required to, withhold Shares otherwise deliverable to the Designated Participant in satisfaction of any federal, state or local tax withholding obligation relating to the delivery of Shares under the Actual Award, but the number of Shares so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income.

(b) Employment and Termination. In order to earn Shares in respect of an Actual Award under the Program, a Designated Participant must be employed by the Company or any other Affiliate during the entire Performance Period, through the Certification Date, and for any subsequent additional vesting period, except as otherwise provided under the terms of the applicable Award Agreement.

(c) No Employment or Service Rights. Nothing in the Program or any instrument executed or any Maximum Award or Actual Award granted pursuant to the Program will (i) confer upon any Employee or Designated Participant any right to continue to be retained in the employ or service of the Company or any other Affiliate, (ii) change the at-will employment relationship between the Company or any other Affiliate and an Employee or Designated Participant, or (iii) interfere with the right of the Company or any other Affiliate to discharge any Employee, Designated Participant or other person at any time, with or without cause, and with or without advance notice.

(d) Program Administration. The Committee will be responsible for all decisions and recommendations regarding Program administration and retains final authority regarding all aspects of Program administration, the resolution of any disputes, and application of the Program in any respect to a Designated Participant. All determinations and interpretations made by the Committee in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. The Committee may, without notice, amend, suspend or terminate the Program; provided, however, that no such action may adversely affect any then outstanding Actual Award unless (i) expressly provided by the Committee and (ii) with the consent of the Designated Participant, unless such action is necessary to comply with any applicable law, regulation or rule or any applicable future law, regulation, interpretation, ruling, or judicial decision.

(e) Restricted Stock Units; Stockholder Rights. Awards granted under this Program are “restricted stock units”. As such, no Designated Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to a Maximum Award or an Actual Award (including, without limitation, the right to receive dividends) unless and until such Designated Participant has received an Actual Award under the Program, has vested in the Shares subject to the Actual Award and has received delivery of such Shares.

(f) Validity. If any provision of the Program is held invalid, void, or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provision of the Program.

(g) Governing Plan Document. The Program is subject to all the provisions of the 2015 Plan and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted by the Committee, the Board or the Company pursuant to the 2015 Plan. In the event of any conflict between the provisions of this Program and those of the 2015 Plan, the provisions of the 2015 Plan will control unless necessary for compliance with Section 162(m) of the Code.

(h) Recovery. Any amounts paid under this Program will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any plan of or agreement with the Company.

EX-10.2

Exhibit 10.2

IRIDIUM COMMUNICATIONS INC.

2015 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE PROGRAM

PERFORMANCE SHARE AWARD GRANT NOTICE

Iridium Communications Inc. (the “Company”), pursuant to its Performance Share Program (the “Program”) under the Iridium Communications Inc. 2015 Equity Incentive Plan (the “Plan”) hereby grants to Participant a Restricted Stock Unit Award (the “Award”) under the Plan for the number of restricted stock units (the “RSUs”) set forth below. This Award is subject to all of the terms and conditions set forth in this Performance Share Award Grant Notice (the “Grant Notice”) the Performance Share Award Agreement (the “Agreement”), the Program and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined in this Grant Notice but defined in the Program, Plan or the Agreement will have the same definitions as in the Program, Plan or the Agreement.

Participant:

Date of Grant:

Number of RSUs Subject to Target Award:

Number of RSUs Subject to Maximum Award:

Determination of Actual Award: On the Certification Date, and provided that (i) the applicable Performance Goals are attained during the Performance Period, and (ii) Participant remains in Continuous Service through the Certification Date, the Company will credit Participant with an Actual Award representing the number of RSUs (which may be equal to all or a portion (including none) of the Maximum Award) as determined by the Committee under the Program. If a Change in Control (as defined in the Plan) occurs prior to the Certification Date, (i) Participant will be credited, effective as of immediately prior to the Change in Control, with an Actual Award equal to the Target Award and (ii) vesting will occur subject to the original time-based vesting schedule thereafter, provided that the first vesting date will be March 1, 2018. The Performance Goals and the Other Performance Goals are set forth in an attachment hereto, which is incorporated herein.

Vesting Schedule: Subject to the Participant’s Continuous Service through each vesting date, the Actual Award will vest (i) as to 50% of the Shares subject to the Actual Award on the Certification Date, and (ii) as to the remaining 50% of the Shares subject to the Actual Award on March 1, 2019. Each installment that vests hereunder is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). Each installment of RSUs that vests under this Award is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2).

Issuance Schedule: Subject to any change upon a Capitalization Adjustment, one share of Common Stock will be issued for each RSU that vests at the time set forth in Section 6 of the Agreement.

Additional Terms/Acknowledgements: By clicking “Accept,” Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Agreement, the Program, the Plan and the stock plan prospectus for the Plan. Participant further acknowledges that as of the Date of Grant, this Grant Notice, the Agreement, the Program and the Plan set forth the entire understanding between Participant and the Company regarding this Award and supersede all prior oral and written agreements, promises and/or representations regarding this Award, with the exception, if applicable, of (i) any written employment, offer letter or severance agreement, or any written severance plan or policy specifying the terms that should govern this Award, (ii) the Company’s Stock Ownership Guidelines, and (iii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant consents to receive this Grant Notice, the Agreement, the Program, the Plan, the stock plan prospectus for the Plan and any other Program and Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

IRIDIUM COMMUNICATIONS INC.
By:
	Signature
Title:		Date:

ATTACHMENTS: Performance Share Award Agreement, Performance Share Program, 2015 Equity Incentive Plan, Prospectus

IRIDIUM COMMUNICATIONS INC.

2015 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE PROGRAM

PERFORMANCE SHARE AWARD AGREEMENT

Pursuant to the accompanying Performance Share Award Grant Notice (the “Grant Notice”) and this Performance Share Award Agreement (the “Agreement”), Iridium Communications Inc. (the “Company”) has granted you a Performance Share Award (the “Award”) pursuant to its Performance Share Program (the “Program”) under the Iridium Communications Inc. 2015 Equity Incentive Plan (the “Plan”) for the Maximum Award of restricted stock units (the “Restricted Stock Units”) set forth in the Grant Notice. This Award is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). Capitalized terms not explicitly defined in this Agreement but defined in the Program, the Plan or the Grant Notice will have the same definitions as in the Program, the Plan or the Grant Notice, as applicable.

1. GRANT OF THE AWARD. This Award represents your right to be issued on a future date (as set forth in Section 6) one share of Common Stock for each Restricted Stock Unit subject to this Award that vests in accordance with the Grant Notice and this Agreement. This Award was granted in consideration of your services to the Company or an Affiliate.

2. VESTING. This Award will vest, if at all, in accordance with the vesting schedule set forth in the Grant Notice. Vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, you will forfeit (at no cost to the Company) any Restricted Stock Units subject to this Award that have not vested as of the date of such termination and you will have no further right, title or interest in such Restricted Stock Units.

3. NUMBER OF RESTRICTED STOCK UNITS AND SHARES OF COMMON STOCK.

(a) The number of Restricted Stock Units subject to this Award, as set forth in the Grant Notice, will be adjusted for Capitalization Adjustments, if any, as provided in the Plan.

(b) Any additional Restricted Stock Units and any shares of Common Stock, cash or other property that become subject to this Award pursuant to this Section 3 will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of issuance as applicable to the other Restricted Stock Units subject to this Award to which they relate.

(c) No fractional shares or rights for fractional shares of Common Stock will be created pursuant to this Section 3. Any fractional shares that may be created by the adjustments referred to in this Section 3 will be rounded down to the nearest whole share.

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4. SECURITIES LAW COMPLIANCE. You will not be issued any shares of Common Stock in respect of this Award unless either (i) such shares are registered under the Securities Act or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. This Award also must comply with all other applicable laws and regulations governing this Award, and you will not receive any shares of Common Stock in respect of this Award if the Company determines that such receipt would not be in material compliance with such laws and regulations.

5. TRANSFERABILITY. Except as otherwise provided in this Section 5, this Award is not transferable, except by will or by the laws of descent and distribution and prior to the time that shares of Common Stock in respect of this Award have been issued to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the Restricted Stock Units or the shares of Common Stock in respect of this Award. For example, you may not use any shares of Common Stock that may be issued in respect of this Award as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer will lapse upon issuance to you of the shares of Common Stock in respect of this Award.

(a) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of your death, will thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the time of your death pursuant to this Agreement. In the absence of such a designation, in the event of your death, the executor or administrator of your estate will be entitled to receive, on behalf of your estate, such Common Stock or other consideration.

(b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive any distribution of Common Stock or other consideration under this Award, pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss with the Company’s General Counsel the proposed terms of any such transfer prior to finalizing such domestic relations order, marital settlement agreement or other divorce or separation instrument to help ensure the required information is contained within the domestic relations order, marital settlement agreement or other divorce or separation instrument.

6. DATE OF ISSUANCE.

(a) The issuance of any shares of Common Stock in respect of this Award is (i) subject to satisfaction of the tax withholding obligations set forth in Section 10 and (ii) intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. The form of such issuance (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company.

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(b) In the event one or more Restricted Stock Units subject to this Award vests, the Company will issue to you, on the applicable vesting date, one share of Common Stock for each Restricted Stock Unit that vests on such date (and for purposes of this Agreement, such issuance date is referred to as the “Original Issuance Date”); provided, however, that if the Original Issuance Date falls on a date that is not a business day, such shares will instead be issued to you on the next following business day.

(c) Notwithstanding the foregoing, if (i) the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including, but not limited to, under a previously established 10b5-1 trading plan entered into in compliance with the Company’s policies), and (ii) the Board elects, prior to the Original Issuance Date, (1) not to satisfy the Withholding Taxes described in Section 10 by withholding shares of Common Stock from the shares of Common Stock otherwise due, on the Original Issuance Date, to you under this Award, (2) not to permit you to enter into a “same day sale” commitment with a broker-dealer pursuant to Section 10 (including, but not limited to, a commitment under a previously established 10b5-1 trading plan entered into in compliance with the Company’s policies) and (3) not to permit you to pay the Withholding Taxes in cash, then the shares that would otherwise be issued to you on the Original Issuance Date will not be issued on such Original Issuance Date and will instead be issued on the first business day when you are not prohibited from selling shares of Common Stock in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the year following the year in which the shares of Common Stock in respect of this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).

7. DIVIDENDS. You will receive no benefit or adjustment to this Award with respect to any cash dividend, stock dividend or other distribution except as provided in the Plan with respect to a Capitalization Adjustment.

8. RESTRICTIVE LEGENDS. The shares of Common Stock issued in respect of this Award will be endorsed with appropriate legends, if any, as determined by the Company.

9. AWARD NOT A SERVICE CONTRACT. Your Continuous Service is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. This Award is not an employment or service contract, and nothing in this Award (including, but not limited to, the vesting of the Restricted Stock Units subject to this Award or the issuance of shares of Common Stock in respect of this Award), this Agreement, the Program, the Plan or any covenant of good faith and fair dealing that may be found implicit in this Award or Agreement, or the Program or the Plan will: (i) create or confer upon you any right or obligation to continue in the employ or service of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment, service or

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affiliation; (iii) create or confer upon you any right or benefit under this Award, the Program or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement, the Program or the Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have. In addition, nothing in this Award will obligate the Company or an Affiliate, their respective stockholders, boards of directors, Officers or Employees to continue any relationship that you might have as an Employee, Director or Consultant for the Company or an Affiliate.

10. TAX WITHHOLDING OBLIGATIONS.

(a) On or before the time you receive a distribution of any shares of Common Stock in respect of this Award, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with this Award (the “Withholding Taxes”). Specifically, the Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to this Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares of Common Stock to be issued in connection with this Award to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with this Award with a Fair Market Value (measured as of the date the shares of Common Stock are issued to you) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income.

(b) Unless the Withholding Taxes of the Company and/or any Affiliate are satisfied, the Company will have no obligation to issue to you any Common Stock.

(c) In the event the Company’s obligation to withhold arises prior to the issuance to you of Common Stock or it is determined after the issuance of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

11. TAX CONSEQUENCES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by accepting this Award, you have agreed that you have done so or knowingly and voluntarily declined to do so.

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12. NOTICES. Any notices provided for in this Agreement, the Program or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to this Award or participation in the Program or the Plan by electronic means or to request your consent to participate in the Program or the Plan by electronic means. By accepting this Award, you consent to receive such documents by electronic delivery and to participate in the Program and the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

13. GOVERNING PROGRAM AND PLAN DOCUMENT. This Award is subject to all the provisions of the Program and the Plan, the provisions of which are hereby made a part of this Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Program or the Plan. Except as otherwise expressly provided in the Grant Notice or this Agreement, in the event of any conflict between the terms in the Grant Notice or this Agreement and the terms of the Program or the Plan, the terms of the Program and the Plan will control.

14. OTHER DOCUMENTS. You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares of Common Stock only during certain “window” periods in effect from time to time and the Company’s insider trading policy.

15. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of this Award will not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

16. STOCKHOLDER RIGHTS. You will not have voting or any other rights as a stockholder of the Company with respect to the shares of Common Stock to be issued pursuant to this Award until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

17. SEVERABILITY. If any part of this Agreement, the Program or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement, the Program or the Plan not declared to be unlawful or invalid. Any Section of this Agreement, the Program or the Plan (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

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18. AMENDMENT. Any amendment to this Agreement must be in writing, signed by a duly authorized representative of the Company. Notwithstanding anything in the Program or the Plan to the contrary, the Board reserves the right to amend this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, interpretation, ruling, or judicial decision.

19. CLAWBACK/RECOVERY. This Award (and any compensation paid or shares of Common Stock issued under this Award) will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.

20. UNSECURED OBLIGATION. This Award is unfunded, and as a holder of vested Restricted Stock Units, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares of Common Stock or other property pursuant to this Agreement.

21. COMPLIANCE WITH SECTION 409A OF THE CODE. This Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulations Section 1.409A-1(b)(4). However, if (i) this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A of the Code, (ii) you are deemed by the Company at the time of your “separation from service” (as such term is defined in Treasury Regulations Section 1.409A-1(h) without regard to any alternative definition thereunder) to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and (iii) any of the payments set forth herein are issuable upon such separation from service, then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments will not be provided to you prior to the earliest of (a) the date that is six months and one day after the date of such separation from service, (b) the date of your death, or (c) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 21 will be paid in a lump sum to you, and any remaining payments due will be paid as otherwise provided herein. Each installment of Restricted Stock Units that vests under this Award is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2).

22. MISCELLANEOUS.

(a) The rights and obligations of the Company under this Award will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

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(b) You agree 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.

(c) You acknowledge and agree that you have reviewed this Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting this Award, and fully understand all provisions of this Award.

(d) This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e) All obligations of the Company under the Program, the Plan and this Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

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This Performance Share Award Agreement will be deemed to be accepted by you upon your acceptance of the Performance Share Award Grant Notice to which it is attached.

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