FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.2

FORM OF
AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS,                      (the “Executive”) and DigitalGlobe, Inc., a Delaware corporation (the “Company”), are parties to an Employment Agreement dated as of                      (the “Employment Agreement”);

WHEREAS, the parties wish to amend the Employment Agreement to provide that the term of the Employment Agreement shall continue until August 31, 2012, with automatic annual extensions thereafter unless either party provides at least 180 days’ advance notice of its intent to terminate the Employment Agreement; and

WHEREAS, the parties further wish to amend the Employment Agreement to eliminate the obligation of the Company to provide a “gross-up” of the golden parachute excise tax under Section 4999 of the Internal Revenue Code and to provide that restricted stock awards granted to the Executive in September 2010 are not subject to “single-trigger” vesting upon a change in control of the Company;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Employment Agreement as follows:

1.

Section 1 is amended to read as follows:

Employment Term. Unless otherwise terminated in accordance with Section 4 below, Executive’s employment under this Agreement shall continue through and including August 31, 2012 (the “Initial Term”). Thereafter, the Initial Term shall be automatically extended on an annual basis for an additional one-year period, unless the Company or Executive provides the other party hereto with 180 days’ prior written notice that the term will not be so extended. The Initial Term, as it may be extended, is referred to herein as the “Term.” Notwithstanding the foregoing, if a Change in Control closes before the Term otherwise ends, the Term shall continue until two (2) years following the closing of such Change in Control. In addition, the then-current Term is subject to termination as provided in Section 4 hereof.

2.

Section 3(c) is amended by adding the following new sentence to the end thereof:

The immediately-preceding sentence shall not apply to the restricted stock award granted to Executive on September  _____, 2010.

3.

Section 6 is amended to read as follows:

Golden Parachute Limitation. Notwithstanding any other provision of this Agreement, in the event that it shall be determined that the aggregate payments or distributions by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall be either (a) delivered in full, or (b) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. In the event that the Payments are to be reduced pursuant to this Section 6, such Payments shall be reduced such that the reduction of compensation to be provided to Executive as a result of this Section 6 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 6 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the Company.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

DIGITALGLOBE, INC.
By:
				Executive Signature
Title: