Exhibit 10.2
Personal andConfidential
November 13, 2024 MichaelChristensen
Email:mchristensen@satcomdirect.com
Re:Retention BonusDear Mr. Christensen:
GogoBusiness Aviation, LLC (the"Company") and theBoard ofDirectors ofGogo Inc., theparent company oftheCompany (the "Board") arepleased tooffer you aRetention Bonus (as definedbelow) ontheterms and conditions set forthinthisletter agreement(this"Agreement") in connection with the transactions contemplated by that certain Purchase Agreement, dated as of September 29, 2024 (the"Purchase Agreement"), by and among the Company, the Sellers (as defined therein), Satcom Direct, Inc., a Florida corporation ("Satcom Direct"), and other parties thereto, among other things, the Company will acquire the equity interests of Satcom Direct (together with other transactions contemplated by the Purchase Agreement, the"Transaction"). Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in your Employment Agreement with the Company, dated on or about the date hereof (the "Employment Agreement").
1.Retention Bonus.Effective and conditioned upon the consummation of the Transaction(thedateofsuchconsummation, the "Effective Date"),youwillbegranted aone-time retention bonus opportunity in an aggregate amount equal to$500,000 (the"Retention Bonus"). TheRetentionBonusshallvest,asfollows, (i)one-third ontheEffective Date(the "Initial Vesting Date"), (ii)one-third on the first anniversary of the Effective Date (the"Second Vesting Date") and(iii)one-third on thesecond anniversary of the Effective Date (the"Third Vesting Date" and each, a "Vesting Date"),ineachcase,provided thatyoucontinue tobeemployed bytheCompany oritssubsidiaries through theapplicable Vesting Date, except as provided inSection1(a)below. AnyportionoftheRetentionBonusthatvestswillbepayabletoyouinalumpsumwithinsixty (60)daysfollowingtheapplicableVestingDate.
(a)
Notwithstanding the foregoing, in the event (i) your employment is terminated by the Company without Cause, by you for Good Reason (under the Employment Agreement orCIC Agreement) orupon yourdeath ordisability (as contemplated bySection 8(b) of your Employment Agreement); or (ii) upon the consummation of a Change in Control (as defined in your CIC Agreement), to the extent you remain employed by the Company or its affiliates at the time thereof, then, subject to your timely execution and delivery to the Company and non-revocation(in each case, within any timeframes provided by the Company for doingso) ofageneral releaseofclaimsinaform reasonablyprescribedbytheCompany andyourcontinued compliance with your Continuing Obligations (as defined below) in accordance with Section 9below, any unpaid portion of the Retention Bonus will be paid to you (or your estate or legal guardian, as applicable) inalumpsum within sixty(60)days after thedateofsuchtermination of employment or Change in Control (as applicable).
(b)
Fortheavoidance ofdoubt, ifyouremploymentwith theCompany andits subsidiariesterminatespriortoaVestingDateforanyreasonotherthanassetforthinSection 1(a)above, then the unpaid portion of the Retention Bonus shall be automatically forfeited upon the date of such termination for no consideration.
1.
Waiver of Change in Control Bonus.Reference is made to that certain Satcom DirectFirstAmendedChangeofControlBonusPlanforTier1-3Participants,effectiveMarch27, 2024(the"Plan")and your Award Agreement forTier 2&3Participants, dated April 5,2024, by andbetweenyouandSatcom Direct(the“Award Agreement"). Inexchange for,andasacondition to, the opportunity to receive the Retention Bonus and other good and valuable consideration (including, but not limited to, your employment with the Company or its subsidiaries on and following the Effective Date), you agree to enter into that certain Change of Control Bonus Termination and Release Agreement, dated on thedate hereof, by and between you and Satcom Direct (the "Termination Agreement"), pursuant to which you and Satcom Direct agreed to terminate theAward Agreement (andyour entitlement toanyChangeofControl Bonusunderthe Plan)upontheClosing.Without limitationoftheforegoing(butsubject toSection2below),you, onbehalf of yourself and each of your successors, assigns, affiliates and representatives, hereby further agreetounconditionallyand irrevocably forever waiveand release theCompany, Satcom Direct and their respective (in each case, direct and indirect, current and future) parents, subsidiaries, affiliates, equityholders, directors, managers, officers, employees, agents, insurers and other representatives from, any and all rights, claims, cause of action, remedy, suits, debts, sums ofmoney, damages, losses, judgements, accounts orbillsofanykind orcharacter, whether knownorunknown, directorindirect,suspected orunsuspected, incontract orinlaworequity or otherwise, you may have arising under or related to the Plan, the Award Agreement and any Change of Control Bonus (as defined in the Plan) granted thereunder ("Released Claims"), and you agree not to bringor threaten tobring, orotherwise join any such Released Claim.
2.
Effectiveness.ThisAgreement willbecomeeffectiveon,andconditioned uponthe occurrenceof,theEffectiveDate.IntheeventtheTransactionisnotconsummatedforanyreason, thisAgreement(includingthereleasesetforthinSection 1above)shall benullandvoid,abinitio, and you will have no rights or claims toreceive any payments or benefits under this Agreement.
3.
Administration.The Board shall have the responsibility, in its sole discretion, to control, operate, construe, interpret, and administer this Agreement and shall have all the discretionaryauthoritythatmaybenecessaryorhelpfultoenableittodischargeitsresponsibilities with respect to the Retention Bonus. The Board is empowered to correct any defect, supply any omission, or reconcile any inconsistency in the Agreement in the manner and to the extent the Board shall deem it desirable to carry it into effect. All determinations and interpretationsmade bytheBoardingoodfaithshallbefinal,binding,andconclusiveonyouandyourheirs,successors, and legal representatives.
4.
WithholdingTaxes.TheCompanyoranyofitsapplicableaffiliatesshallbeentitled towithhold (orsecurepayment from youinlieuofwithholding) theamount ofanyfederal, state, local, or foreign taxes due with respect to any amount payable to you under this Agreement.
5.
No Right toContinued Employment; NoRights asEquity Holder.Nothing inthis Agreement will confer uponyouanyrighttocontinued employmentwiththeCompany oranyof
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itssubsidiariesorinterfereinanywaywiththerightoftheCompanyoritssubsidiariestoterminate your employment at any time for any reason. This Agreement will not in any way entitle you to any rights as an equity holder of the Company.
6.
Other Benefits.Any Retention Bonus payable hereunder is a special incentive payment to you and will not be taken into account in computing the amount of salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death, or other benefit under anyother bonus, incentive, pension, retirement, insurance, orother employee benefit plan of the Company or its subsidiaries.
7.
Section 409A.Itisintended thatthisAgreement beexempt from theprovisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and guidance promulgated thereunder (collectively, "Section 409A").Whenever apayment under this Agreement specifies apayment period with reference to anumber ofdays, the actual dateof payment within the specified period shall be within the sole discretion of the Board. In no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, income inclusion, or other penalty that may be imposed on you by Section 409A or for damages for failing to comply with Section 409A.
8.
Governing Law.This Agreement and any claim, controversy, or dispute arising under or related to this Agreement or the relationship of the parties will be governed by and construedinaccordancewiththelawsoftheStateofColorado, withoutgivingeffecttoanychoice of law or conflict of law rules or provisions.
9.
Release; Restrictive Covenants.Payment of any portion of the Retention Bonus hereunder is subject to your timely execution and non-revocation (in each case, within any timeframes provided by the Company for doing so) of a general release of claims in a form reasonably prescribed by the Company and your continued compliance with your Continuing Obligations (asdefined below). Anyunpaid portion oftheRetention Bonusshallbeautomatically forfeited to the extent you violate any noncompetition, nonsolicitation, or any other restrictive covenants thatmaybecontained inany Employment Agreement, restrictive covenant agreement, or other agreement between the Company or any of its affiliates and you, whether entered into priorto,on,orfollowingthedatehereof(collectively, your''Continuing Obligations")thatwould give rise to aright of the Company to terminate you for Cause, and you hereby reaffirm all such Continuing Obligations.
10.
Severability.In the event that any provision of this Agreement is deemed to be illegal or invalid for any reason, said illegality or invalidity will not affect the remaining parts hereof, but thisAgreement will beconstrued and enforced asifsuchillegal andinvalid provision never existed.
11.
No Assignment; Successors.Other than yourrights under thisAgreement that are assignable byyoutoyourestateorlegalguardian, thisAgreement ispersonal toeachoftheparties hereto. Except as provided in this Section 11, no party may assign or delegate any rights or obligationshereunder withoutfirstobtaining theadvancewrittenconsentoftheotherpartyhereto. Anypurported assignment ordelegation byyouinviolation oftheforegoing will benullandvoid abinitioand of no force oreffect. The Companymay assignthis Agreementto an affiliate of the
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Companyortoanysuccessor toallorsubstantiallyallofthebusinessand/or assetsoftheCompany that assumes in writing, or by operation of law, the obligations of the Company hereunder.
12.
Counterparts.ThisAgreementmaybeexecutedinoneormorecounterparts, each of which will bedeemed to beanoriginal but all of which taken together will constitute oneand the same instrument.
13.
Unfunded Arrangement.To the extent that any person acquires aright to receive payments under this Agreement, such right shall be no greater than the right of an unsecured general creditor. All payments to bemade hereunder shall bepaid from general assets.
14.
NoObligationtoConsummateTransaction; Company Discretion.Noprovisionof this Agreement will be interpreted to impose an obligation on the Company or any of its subsidiaries or affiliates to consummate the Transaction. The decision to consummate the Transaction, and all terms and conditions of any such transaction, including the amount, timing, and form ofconsideration tobeprovided inconnection therewith, willbegoverned solely bythe Purchase Agreement and documents entered into in connection therewith. In addition, this Agreement shall not beinterpretedor construed so as to limit or prevent theCompany or any of its subsidiaries or affiliates from taking any actions with respect to the operation or conduct of theirbusiness orenteringintoanytransaction thattheydeem appropriate orintheirbestinterests.
15.
BY EXECUTION OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF YOUR OWN LEGAL COUNSEL PRIOR TO EXECUTING THIS AGREEMENT, AND FULLY UNDERSTAND AND ACCEPT ALL OF THE PROVISIONS OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT NONE OF THE COMPANY,SATCOM DIRECT, NOR ANY OF THEIR RESPECTIVE EQUITYHOLDERS, AFFILIATES OR REPRESENTATIVES, HAVE PROVIDED OR ARE PROVIDING YOU WITH ANY LEGAL ADVICE, AND YOU HAVE BEEN ADVISED TO CONSULT WITH YOUR OWN LEGAL ADVISORS WITH RESPECT TO YOUR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND DOCUMENTS ENTERED INTO IN CONNECTION HEREWITH.
16.
EntireAgreement; Amendment.ThisAgreement, theTermination Agreement, the Employment Agreement, andanyAdditional Agreement constitutes theentireagreementbyyou, ontheonehand, and theCompany anditsaffiliates (including Satcom Direct), ontheotherhand, with respect to the subject matter hereof, and supersedes any and all prior agreements or understandingsbetweenyouandtheCompany and/oritsaffiliates (including SatcomDirect)with respect to the subject matter hereof, whether written or oral, including the Plan and the Award Agreement. The Company may amend, modify, or terminate this Agreement for the purpose of meeting oraddressing any changes inlegal requirements, except thatnoamendment oralteration that would materially adversely affect your rights under this Agreement shall be made without your consent.
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OnbehalftheCompany, Ilookforward toyourcontributions tothegrowthandsuccessof the Company and its business.
Verytrulyyours,
Gogo Inc.
By:_/s/ Crystal L. Gordon
Name:CrystalL.Gordon Title: Vice President
The above terms and conditions accurately reflect our understanding regarding theterms and conditions oftheRetention Bonus.Iherebyacknowledge thattheRetention Bonusissubject inallrespects totheterms andconditions ofthisAgreement,and Ihereby confirm myagreement to the same.
/s/ Michael Christensen
Michael Christensen
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