EchoStar CORP appointed Mr. Hamid Akhavan as new CEO

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


Pursuant to the terms of the Original Merger Agreement, which contemplated the appointment of Mr. Hamid Akhavan as President and Chief Executive Officer of DISH and a member of the DISH Board, to be effective as of the Effective Time, the DISH Board and its compensation committee approved the terms of, and the entry by DISH into, a letter agreement with Mr. Akhavan (the "Original CEO Agreement"). In connection with the Amended Merger Agreement, pursuant to which Mr. Akhavan will continue to serve as the President and Chief Executive Officer of EchoStar and will serve as a member of the Company Board upon the Effective Time, the Company Board and its Executive Compensation Committee approved the terms of, and the entry by the Company into, a letter agreement with Mr. Akhavan, which supersedes the Original CEO Agreement and shall be effective at the Effective Time (the "CEO Employment Agreement"). Pursuant to the CEO Employment Agreement, Mr. Akhavan will receive an annual base salary of $2,500,000 and be eligible for an annual bonus opportunity of up to $2,500,000 (prorated for the portion of the year following the Effective Time if the Effective Time occurs in 2023). In addition, Mr. Akhavan will be eligible for an annual bonus under the applicable annual bonus program for 2023, provided if the Effective Time occurs in 2023, such annual bonus will be prorated based on the number of days elapsed in 2023 prior to the Effective Date. The CEO Employment Agreement provides that a portion of Mr. Akhavan's unvested EchoStar equity awards will vest at the Effective Time in accordance with their terms, with any remaining unvested portion forfeited (in the case of restricted stock units). Pursuant to the CEO Employment Agreement, Mr. Akhavan will receive an annual award (an "Annual RSU Award") of 263,158 EchoStar restricted stock units with a one-year vesting period and a one-time award (a "Sign-On Option Award") of 701,754 EchoStar stock options with three-year ratable vesting. If Mr. Akhavan's employment is terminated without cause or due to constructive termination, then (i) any outstanding Annual RSU Award relating to the year in which such termination occurs shall become fully vested, and (ii) a portion of any outstanding Sign-On Option Award will become vested based on the date of such termination.


On October 1, 2023, the Board approved the appointment of Mr. John Swieringa, the current President of Technology and Chief Operating Officer of DISH, as the President of Technology and Chief Operating Officer of EchoStar, effective upon the Effective Time. Mr. Swieringa, age 46, has served as President of Technology and Chief Operating Officer of DISH since August 2023. Mr. Swieringa previously served as President and Chief Operating Officer of DISH's Wireless business segment between January 2022 and August 2023, and was responsible for all operational aspects of DISH's Wireless business segment. Mr. Swieringa previously served as Executive Vice President and Chief Operating Officer of DISH since December 2017 and as Group President, Retail Wireless since July 2020 and has had responsibility for all aspects of DISH's Retail Wireless business unit. Mr. Swieringa previously served as Executive Vice President, Operations from December 2015 to December 2017, as Senior Vice President and Chief Information Officer from March 2014 to December 2015 and as Vice President of Information Technology Customer Applications from March 2010 to March 2014. Mr. Swieringa joined DISH in December 2007 serving in its finance department. Mr. Swieringa has no family relationships with any of the Company's directors or executive officers. There are no transactions and no proposed transactions between Mr. Swieringa and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.


In connection with entry into the Original Merger Agreement, the DISH Board and its compensation committee approved the terms of, and the entry by DISH into, a letter agreement with Mr. Swieringa (the "Original Swieringa Agreement"). In connection with the Amended Merger Agreement, the Company Board and its Executive Compensation Committee approved the terms of, and the entry by EchoStar into, a letter agreement with Mr. Swieringa, which supersedes the Original Swieringa Agreement and shall be effective at the Effective Time (the "Swieringa Letter Agreement"). Pursuant to the Swieringa Letter Agreement, Mr. Swieringa will receive an annual base salary of $1,000,000 and a grant of 175,439 EchoStar stock options and 70,175 EchoStar restricted stock units, each vesting 20% per year beginning on January 1, 2025. In addition, as contemplated by the Original Swieringa Agreement, EchoStar will honor Mr. Swieringa's eligibility to receive a one-time cash bonus of up to $200,000 for the achievement of a performance goal, the terms and conditions of which will be subject to a written award agreement to be agreed with Mr. Swieringa and approved by the Chairman and General Counsel of DISH.


Effective as of the Effective Time, the responsibilities of Mr. Paul Gaske's, EchoStar's current Chief Operating Officer's, are not expected to change.