Iridium Communications Inc. (NASDAQ:IRDM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On February26, 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 Companys 2015 Equity Incentive Plan (the
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 Section162(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 March1, 2017, the Performance Sub-Committee of the Committee
(the Sub-Committee) granted Awards under the Program to the
Companys 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.

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 Companys average service revenue for 2017 and 2018,
calculated in accordance with generally accepted accounting
principles in the United States (U.S. GAAP), over the service
revenue that was reported by the Company for 2016. 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 2017
and 2018. OEBITDA margin is OEBITDA expressed as a percentage of
total 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 Companys 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 into 2017. During 2017,
Iridium NEXT revenues are expected to exceed recurring Iridium
NEXT expenses (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
during a portion of 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.

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The Actual Award will vest as to 50% of the underlying shares
when the Sub-Committee determines the Companys level of
achievement of the 162(m) Performance Goal and the Other
Performance Goal, which would occur in the first quarter of 2019,
and as to the remaining 50% on March1, 2020, 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 Companys level of achievement of the
Performance Goal and Other Performance Goal, each participant
will be credited with an Actual Award equal to the participants
Target Award, and the Actual Award will remain subject to the
same time-based vesting schedule with the first vesting date
being March1, 2019. 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 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. The Performance Share Program and the form of Performance
Share Award Grant Notice and Performance Share Award Agreement
for use in connection with grants under the Program were filed
exhibits to the Registrants Current Report on Form 8-K filed with
the SEC on March3, 2016.

Iridium 2017 Executive Performance Bonus
Plan

On March1, 2017, the Sub-Committee approved the terms of the
Companys 2017 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 2017
calendar year at the level of Executive Vice President or above
and subject to Section16 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.
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 participants base
salary earned during the 2017 calendar year by a Committee or
Sub-Committee-approved Target Bonus Percentage.

On March1, 2017, 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 Companys principal
executive officer, principal financial officer and other named
executive officers as set forth in the table below.

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 50%.

Bonus Awards up to the Target Bonus Award will be paid in a
combination of common stock of the Company in the form of
restricted stock units granted under the Plan and cash.
Restricted stock units equal in value to 80% of each executives
Target Bonus Award were granted on March1, 2017 and will vest, if
at all, in March 2018 upon the determination by the Sub-Committee
as to the achievement of the specified performance goals and the
executives personal performance factor and the executives
continued service through the applicable vesting date. The first
80% of the Target Bonus Award, if earned, will be paid via these
restricted stock units, with any excess actual bonus award to be
paid in cash no later than March15, 2018.

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 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 Companys Quarterly Report on Form 10-Q for the
quarter ending March31, 2017.

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About Iridium Communications Inc. (NASDAQ:IRDM)

Iridium Communications Inc. is a satellite communications company that offers mobile voice and data communications services. The Company utilizes mesh architecture to route traffic across its satellite constellation using radio frequency crosslinks between satellites. Its lines of business include land mobile, machine to machine, maritime, aviation and government. Its commercial services include postpaid mobile voice and data satellite communications services; prepaid mobile voice satellite communications services; broadband data services; machine-to-machine services; Iridium push-to-talk service, and other services. It provides services to businesses, the United States and foreign governments, non-governmental organizations and consumers. The Company sells its products and services to customers through a wholesale distribution network of approximately 75 service providers, approximately 200 value-added resellers and over 45 value-added manufacturers.

Iridium Communications Inc. (NASDAQ:IRDM) Recent Trading Information

Iridium Communications Inc. (NASDAQ:IRDM) closed its last trading session down -0.30 at 8.00 with 2,456,425 shares trading hands.