Exhibit 99.1

INCENTIVE STOCK OPTION AGREEMENT

     This Incentive Stock Option Agreement (“Agreement”) is entered into effective as of «Issue_Date», by and between EchoStar Communications Corporation, a Nevada corporation (the “Company”), and «First_Name» «Last_Name» (“Employee”).

RECITAL

     WHEREAS, the Company, pursuant to its 1999 Stock Incentive Plan (the “Plan”) desires to grant this stock option to Employee, and Employee desires to accept such stock option, each under the terms and conditions set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

1.

Grant of Option

          The Company hereby grants to Employee, as of the date set forth above, the right and option (hereinafter called “the Option”) to purchase all or any part of an aggregate of «Stock_Requested» shares of the Class A Common Stock of the Company, par value $0.01 per share (the “Common Shares”), at the price of $«Price» per share (the “Option Price”), on the terms and conditions set forth herein, which price was equal to or greater than the fair market value of a Common Share on the date of grant. The Option Price is subject to adjustment as provided in this Agreement and the Plan. This Option is intended to be an incentive stock option (an “ISO”) within the meaning of the Internal Revenue Code of 1986, as amended, and regulations thereunder (the “Code”).

          Employee understands that to the extent that the aggregate fair market value (determined at the time the Option was granted) of the Common Shares with respect to which all options (that are ISOs within the meaning of the Code) are exercisable for the first time by Employee during any calendar year exceeds $100,000, in accordance with Section 422(d) of the Code, such options shall be treated as options that do not qualify as ISOs.

2.

Duration and Exercisability

     (a) Subject to the terms and conditions set forth herein, this Option shall vest and may be exercised by Employee in cumulative installments as follows:

1

     (b) During the lifetime of Employee, the Option shall be exercisable only by Employee and shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution. Without limiting the generality of the foregoing, this Option may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of this Option or any attempt to make any such levy of execution, attachment or other process will cause this Option to terminate immediately, unless the Board (or the Committee), in its sole discretion, specifically waives applicability of this provision.

     (c) This Option shall terminate, and shall cease to be exercisable, ten (10) years after the date of this Agreement.

     (d) It is intended that this Option will qualify as an ISO pursuant to the Code. The Company assumes no responsibility for individual income taxes, penalties or interest related to grant, exercise or subsequent disposition of stock pursuant to the Option. Additionally, the Company assumes no responsibility in the event that this Option, or the tax treatment related thereto, is ultimately other than the tax treatment currently afforded for ISOs, whether such differing treatment is the result of changes in the tax laws, a disqualifying disposition by Employee, or for any other reason. Employee should consult with employee’s personal tax advisor regarding the tax ramifications, if any, which result from receipt or exercise of this Option, and subsequent disposition of Common Shares. If in the Company’s sole discretion it is necessary or appropriate to collect federal, state or local taxes in connection with the exercise of any portion of this Option, the Company shall be entitled to require the payment of such amounts as a condition to exercise.

     (e) In considering the exercise of this Option, Employee should use the same independent investment judgment that Employee would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guarantees are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will develop in the future. No representations are made by the Company except as contained in any active registration

2

statement at the time of exercise of the Option on file with the United States Securities and Exchange Commission relating to the Option Plan.

3.

Effect of Termination of Employment; Death or Disability; Demotion; Termination after Change in Control

     (a) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than Employee’s serious misconduct or Employee’s death or disability (as such term is defined in Section 3(c) hereof), Employee shall have the right to exercise the Option at any time within one (1) month after such termination of employment, to the extent of the full number of Common Shares Employee was entitled to exercise under the Option on the date of termination, subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable (whether vested or unvested) after the expiration of the term of the Option. Retirement, whether or not pursuant to any retirement or pension plan of the Company, shall be deemed to be a termination of employment for all purposes of this Agreement. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

     (b) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, by reason of Employee’s serious misconduct during the course of employment, including but not limited to wrongful appropriation of the Company’s funds, theft of Company property or other reasons as determined by the Company, ***, the Option shall be terminated and cannot be exercised, as of the date of the misconduct or violation. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

     (c) If Employee shall die while in the employ of Company or a subsidiary, or within one (1) month after termination of employment for any reason other than serious misconduct, or if employment is terminated because Employee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, and Employee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Employee’s death or date of termination of employment for disability by Employee, personal representatives or administrators, executor or guardians of Employee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares the Employee was entitled to purchase under the Option on the date of death, termination of employment, if earlier, or date of termination for such disability and subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable after the expiration of the term of the Option.

3

     (d) If Employee is demoted (but remains employed) by the Company or its subsidiaries from Employee’s current level (i.e., senior executive, vice president, director, manager, or other level), this Option shall continue in force, until otherwise terminated, with respect to the full number of Common Shares Employee was entitled to exercise under the Option on the date of demotion, and any portion of the Option not vested or otherwise not exercisable prior to the date of demotion shall forever terminate as of the date of demotion.

               (e) In the event that (i) a Change in Control occurs, and (ii) Employee is terminated by the Company (and not simultaneously employed by the surviving entity — if not the Company — in the Change in Control), for any reason other than for Cause, during the twenty-four (24) month period following such Change in Control, then all Option shares not previously vested shall immediately vest and become exercisable, and the Employee shall have the right to exercise all unexercised Option shares within one (1) month after such termination of employment, subject to the conditions that any portion of the Option not exercised within such one (1) month period shall terminate and cannot be exercised, and that no portion of the Option shall be exercisable after the expiration of the term of the Option.

For the purpose of this subsection 3(e), the capitalized terms shall have the following meanings: “Capital Stock” means any and all shares, interests, participations, rights or other equivalents, however designated, of corporate stock or partnership or membership interests, whether common or preferred. “Cause” means: (i) the willful and continued failure of Employee to substantially perform his duties consistent with past practices prior to the Change in Control; (ii) any illegal conduct or gross misconduct which is materially injurious to the Company or its affiliates; (iii) Employee has been convicted of or pleaded guilty or nolo contendere to a felony or any crime involving moral turpitude or dishonesty; or (iv) Employee has been convicted of or pleaded guilty or nolo contendere to a felony, crime or engaged in conduct which results in a prohibition on the Employee from serving, for any period of time, as an officer or director of a publicly-traded company by any federal, state or other regulatory governing body (including without limitation, an exchange or association such as NYSE or Nasdaq). “Change in Control” means: (i) a transaction or a series of transactions the result of which is that any person (other than the Principal or a Related Party) individually owns more than fifty percent (50%) of the total Equity Interests of either (A) the Company or (B) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (ii) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. “Continuing Director” means, as of any date of determination, any member of the Board of Directors of the Company who: (a) was a member of such Board of Directors on the date of this Agreement; or (b) was nominated for election or elected to such Board of Directors with the affirmative vote of a majority of the

4

Continuing Directors who were members of such Board of Directors at the time of such nomination or election or was nominated for election or elected by the Principal and his Related Parties. “Equity Interest” means any Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). “Principal” means Charles W. Ergen. “Related Party” means, with respect to the Principal, (a) the spouse and each immediate family member of the Principal; (b) each trust, corporation, partnership or other entity of which the Principal beneficially holds an eighty percent (80%) or more controlling interest; and (c) the Principal’s personal representatives, administrators, executor, guardians, or any person(s) or entit(ies) to which the Principal’s shares of the Company are transferred as a result of a transfer by will or the applicable laws of descent and distribution.

4.

Manner of Exercise

     (a) The Option can be exercised only by Employee or other proper party, in whole Common Shares, by delivering within the Option period written notice in person or by certified mail to the Company at its principal office in the form to be provided by the Company at the time Employee desires to exercise. All notices to the Company shall be addressed to it at its office at 9601 S. Meridian Blvd., Englewood, Colorado, 80112, Attn: Corporate Secretary, or to such other address or person as the Company may notify Employee from time to time. The notice shall be signed by the person entitled to exercise the Option and shall state, among other things, the number of Common Shares as to which the Option is being exercised, shall contain a representation and agreement as to the Employee’s investment intent with respect to the Common Shares in form satisfactory to the Company’s counsel (unless a Prospectus meeting applicable requirements of the Securities Act of 1933, as amended, is in effect for the Common Shares being purchased pursuant to exercise of this Option), and be accompanied by payment in full of the Option price for all shares designated in the notice. All notices to Employee or other person or persons then entitled to exercise this Option shall be addressed to the Employee or such other person(s) at the Employee’s address specified below, or to such other address as Employee or such person(s) may notify the Company from time to time.

     (b) Employee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier’s check.

     (c) Unless notified by the Company to the contrary, the Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company, within five (5) business days following the date that counsel for the Company determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common

5

Shares until it has confirmed to its satisfaction that all events requisite for exercise have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished.

     (d) The certificate or certificates for the Common Shares as to which this Option shall be exercised may be registered only in the name of the Employee (or if the Employee so requests in the notice exercising this Option, jointly in the name of the Employee and with a member of the Employee’s family, with the right of survivorship, or in the event of the death of Employee, in the name of such survivor of the Employee as the person with the right to exercise shall designate).

5.

*** and Protection of Confidential Information ***

     (c) Employee further agrees to hold in a fiduciary capacity for the benefit of the Company all proprietary and confidential information, knowledge, ideas and data, including, without limitation, customer lists and the Company’s products, processes and programs (“Confidential Information”), relating in any way to the present or future business or activities of the Company for as long as such Confidential Information remains confidential. All such Confidential Information, together with all copies thereof and notes and other references thereto, shall remain the sole property of the Company. Employee acknowledges that all Confidential Information is essential to the Company’s present and future business and activities, and is therefore deemed trade secrets and is considered proprietary to, and treated as confidential by, the Company. This obligation of confidentiality is intended to supplement, and is not intended to supersede or limit, the obligations of confidentiality Employee has to the Company by agreement, law or otherwise. If any court of competent jurisdiction shall determine that the foregoing covenants are invalid in any respect, the parties hereto agree that any court so holding may limit such covenant in time, in area or in any other manner which the court determines such that the covenant shall be enforceable against Employee. Employee acknowledges that the remedy at law for any breach of the foregoing covenants will be inadequate, and that the Company shall be entitled, in addition to any remedy at law, to preliminary and permanent injunctive relief.

6.

Settlement of Disputes

     (a) In consideration of the rights, terms and conditions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Company agree that any claim, controversy and/or dispute between them, arising out of and/or in any way related to (1) Employee’s application for employment, employment and/or termination of employment (collectively “employment-related disputes”) and/or (2) this Agreement (Option disputes), whenever and wherever brought, shall be resolved by arbitration. The Employee agrees that this agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and is fully enforceable. For purposes of this paragraph only, Company shall be defined to include its direct and indirect subsidiaries, and to the employees, shareholders, officers, and directors of any of the foregoing entities.

6

     (b) For employment-related disputes, the Company agrees to pay all the arbitrator’s and arbitration fees and expenses until otherwise ordered by the arbitrator, except that Company shall not be responsible for the Employee’s legal fees and costs, unless awarded to the Employee by the arbitrator. The arbitration shall be governed by the substantive law of the State of Colorado, without giving effect to choice of law principles. A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of employment-related disputes under the then current procedures of the AAA’s National Rules for the Resolution of Employment Disputes (“Rules”). A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of Option disputes under the then current procedures of the AAA’s Commercial Dispute Resolution Procedures (“Procedures”). Regardless of what the above-mentioned Procedures and Rules state, all arbitration proceedings, including but not limited to hearings, discovery, settlements, and awards shall be confidential and the arbitration and any hearings shall be held in the City and County of Denver, Colorado. The arbitrator’s decision shall be final and binding, and judgment upon the arbitrator’s decision and/or award may be entered in any court of competent jurisdiction.

     (c) The prevailing party in any arbitration of common law claims pursuant to this agreement to arbitrate shall be entitled to its, his, or her reasonable attorneys’ fees and to reimbursement of costs of arbitrator’s fees and arbitration expenses. Nothing in this Agreement shall require Employee to reimburse Company for its attorneys’ fees and costs, including arbitration fees and costs, incurred when Company prevails in defense of any statutory claim of unlawful discrimination, unless said claim brought by Employee is frivolous, unreasonable or without foundation, or Employee continues to prosecute a claim after the claim became frivolous, unreasonable or without foundation. In the event either party hereto files a judicial or administrative action asserting claims subject to this arbitration provision, and the other party successfully stays such action and/or compels arbitration of the claims made in such an action, the party filing the administrative or judicial action shall pay the other party’s reasonable attorneys’ fees and costs incurred in obtaining a stay and/or compelling arbitration.

     (d) Notwithstanding the foregoing, this agreement to arbitrate all employment-related claims shall not apply to Employee claims for statutory unemployment compensation benefits, statutory worker’s compensation benefits, and claims for benefits from a Company-sponsored “employee benefit plan,” as that term is defined in 29 U.S.C. §1002(3). Further, and notwithstanding the foregoing, Company shall have the right to seek any temporary restraining orders, preliminary and/or permanent injunctions in a court of competent jurisdiction based on Company’s claims that the Employee is violating Company’s rights regarding *** (2) intellectual property, including but not limited to copyrights, patent rights, trade secrets, know-how and/or (3) confidential information.

     (e) If any provision of this agreement to arbitrate is declared by any court of competent jurisdiction to be invalid for any reason, the remaining provisions of this agreement to arbitrate shall be fully enforceable to the maximum extent permitted by law. This Agreement supersedes and renders void any prior agreement(s) to arbitrate

7

between Employee and Company, and there are no agreements, verbal or written or otherwise, between the parties hereto regarding arbitration of employment-related disputes and Option disputes other than as expressly set forth in this Agreement. Other than as set forth above regarding venue, governing law and the confidential nature of proceedings, in the event of a conflict between the AAA Rules and/or Procedures, and this Agreement, the terms of the applicable Procedures and Rules shall control.

     (f) THE RIGHT TO A TRIAL, TO A TRIAL BY JURY, AND TO COMMON LAW CLAIMS FOR PUNITIVE AND/OR EXEMPLARY DAMAGES ARE OF VALUE AND ARE WAIVED PURSUANT TO THIS AGREEMENT. Other than potential rights to a trial, a jury trial, and common law claims for punitive and/or exemplary damages, nothing in this agreement to arbitrate limits any statutory remedy to which the Employee may be entitled under law.

     (g) The parties acknowledge that this agreement shall not alter the at-will nature of their employment relationship MEANING THAT YOU MAY TERMINATE YOUR EMPLOYMENT WITH THE COMPANY AT ANY TIME WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE, AND THE COMPANY RESERVES THE SAME RIGHTS TO TERMINATE YOUR EMPLOYMENT.

7.

Miscellaneous

     (a) This Option is issued pursuant to the Plan and is subject to its terms. The terms of the Plan are available for inspection during normal business hours at the principal offices of the Company.

     (b) This Agreement shall not confer on Employee any right with respect to continuance of employment by the Company or any of its subsidiaries, nor will it interfere in any way with the right of the Company to terminate such employment or to demote Employee at any time for any reason. Employee shall have none of the rights of a shareholder with respect to shares subject to this Option until such shares shall have been issued to Employee upon exercise of this Option.

     (c) The exercise of all or any parts of this Option shall only be effective at such time that the issuance and sale of Common Shares prior or pursuant to such exercise will not violate any state or federal securities or other laws.

     (d) If there shall be any change in the Common Shares of the Company through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, and all or any portion of the Option shall then be exercised and not yet expired, then appropriate adjustments shall be made by the Company, as determined in the sole discretion of the Board, or the Committee at its discretion, in order to prevent dilution or enlargement of Employee’s rights under this Option. Such adjustments shall include, where appropriate, changes in the number of shares of Common Shares and the price per share subject to the outstanding Option. Notwithstanding the above, in no

8

event shall action be taken which would modify the treatment of this Option under the Code without the agreement of the Company and the Employee.

     (e) The Company shall at all times during the term of this Option reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement. If the Company in its sole discretion so elects, it may register the Common Shares purchasable upon the exercise of this Option under the Securities Act of 1933, as amended (the “Securities Act”), and on any securities exchange. In the absence of such election, the Employee understands that neither this Option nor the Common Shares subject thereto and issuable upon the exercise thereof will be registered under the Securities Act, or tradeable on any securities exchange, and the Employee represents that this Option is being acquired, and that such Common Shares which will be acquired pursuant to the exercise of this Option will be acquired, by the Employee for investment and not with a view to distribution thereof.

In the absence of an effective Prospectus meeting the requirements of the Securities Act, upon any sale or transfer of the Common Stock purchased upon the exercise of this Option, the Employee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or transfer of the Common Shares does not violate any provision of the Securities Act or the Securities Exchange Act of 1934, as amended, and the certificates for the Common Shares purchased may bear, in that event, the following legend:

“The shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or state securities laws, and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act and compliance with any applicable state securities laws, or pursuant to an exemption therefrom, the availability of which must be established to the satisfaction of the Company.”

     (f) If Employee shall dispose of any of the Common Shares of the Company acquired by Employee pursuant to the exercise of this Option within two (2) years from the date this Option was granted or within one (1) year after the transfer of any such shares to Employee upon exercise of this Option, then, in order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it under the circumstances, Employee shall promptly notify the Company of the dates of acquisition and disposition of such shares, the number of shares so disposed of, and the consideration, if any, received for such shares. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to insure: (i) notice to the Company of any disposition of the Common Shares of the Company within the time periods described above; and (ii) that, if necessary, all applicable federal or state payroll, withholding, income or other taxes are withheld or collected from Employee.

9

     (g) The holder of this Option will not have any right to dividends or any other right of a shareholder with respect to the Common Shares subject to this Option until such Common Shares shall have been issued to the Employee, upon the exercise of this Option and the consummation of the purchase of such Common Shares (as evidenced by the records of the transfer agent of the Company).

     (h) Employee agrees to treat with confidentiality the existence, terms and conditions of this Option, and agrees that failure to do so may result in immediate termination of this Option.

     (i) This Agreement sets forth the entire, final and complete understanding between the parties hereto relevant to the subject matter of this Agreement, and it supersedes and replaces all previous understandings or agreements, written, oral, or implied, relevant to the subject matter of this Agreement made or existing before the date of this Agreement. Except as expressly provided by this Agreement, no waiver or modification of any of the terms or conditions of this Agreement shall be effective unless in writing and signed by both parties. The failure of any party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or similar nature.

     (j) The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof. In the event that a court of competent jurisdiction determines that any term or provision herein, or the application thereof to any person, entity, or circumstance, shall to any extent be invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and shall be interpreted as if the invalid term or provision were not a part hereof. Any provision of this Agreement which logically would be expected to survive termination or expiration, shall survive for a reasonable time period under the circumstances, whether or not specifically provided in this Agreement.

     (k) In the event the Company provides Employee (or anyone acting on behalf of Employee) with summary or other information concerning, including, or otherwise relating to Employee’s rights or benefits under this Agreement (including without limitation the Option, and any vesting thereof), such summary or other information shall in all cases be qualified in its entirety by this Agreement and, unless it explicitly states otherwise and is signed by an officer of the Company, shall not constitute an amendment or other modification hereto.

10

     IN WITNESS WHEREOF, the parties hereto have signed this Incentive Stock Option Agreement to be effective as of the date first written above.

11

INCENTIVE STOCK OPTION PLAN

Explanation of Beneficiary Designation

The Incentive Stock Option Plan provides that although an option is exercisable during the optionee’s lifetime only by him or her, an option may be exercised after the death of any optionee (if it has not otherwise terminated or been exercised in full) by the person whom the optionee shall have designated as Beneficiary or, if no designation has been made, by the person to whom the optionee’s rights shall have passed by Will or the laws of descent and distribution. (Note: An option is not otherwise assignable or transferable.)

The right to designate Beneficiaries could provide certain advantages including avoidance of probate (and attendant costs) with respect to the option. Since the individual circumstances of each optionee differ, however, and since the Company cannot warrant the validity or effect of such a designation of Beneficiary, it is recommended that you consult your personal tax advisor before making any decision, particularly if you propose to designate a trust as Beneficiary.

Please indicate your decision on both copies of the accompanying Stock Option Agreement, date, sign, and return one copy as soon as possible. Please note that your decision thereon will apply only to the Optioned Shares evidenced by the accompanying Stock Option Agreement and only until you exercise the option as to those shares. It does not apply to any future option since a separate election is made with each option that may be granted; nor will it apply to any shares as to which you exercise the option. If you wish to change a Beneficiary on any option, please let us know.

If you elect to designate a Beneficiary or Beneficiaries, insert their name or names where indicated in accordance with the instructions.

12

INSTRUCTIONS FOR DESIGNATION OF BENEFICIARY (STOCK OPTIONS)

If more than one Beneficiary is designated, the Beneficiaries will share equally unless otherwise indicated.

When two or more Beneficiaries are designated, and they are not to share equally, show the percentages each Beneficiary is to receive.

If a married woman is designated show her full given name - for example: Mary J. Doe, not Mrs. John H. Doe.

If a trust company is designated, the designation should be expressed as follows: “First Trust Company of Hartford, Conn., as trustee under trust Agreement dated January 1, 1999.”

If you wish to designate both a primary Beneficiary and a contingent Beneficiary in the event the primary Beneficiary is not living at the time of your death, wording similar to that shown in the following examples should be used; the word “Contingent” or any similar expression should not be used in Beneficiary designations.

Note: The relationship should always be shown after the name of the Beneficiary .

13

DESIGNATION OF BENEFICIARY

Check One Complete As Applicable and Sign

(If more than one Beneficiary is named, the Beneficiaries shall share equally in the rights unless otherwise stated above.)

Unless otherwise expressly provided, if any Beneficiary above-designated predeceases Optionee, any rights shall pass equally to the remaining designated Beneficiary(ies), if any, who survive the Optionee, but if no designated Beneficiary survives Optionee, any rights shall pass to Optionee’s estate.

Optionee may change the above designation(s) by filing written notice with the Company.

The designation herein is subject to all the terms and conditions of the Plan and all applicable laws, rules and regulations. In addition, the Company may require an indemnity and/or other assurances from the Beneficiary(ies) or Successor(s) in connection with the exercise of any rights by such Beneficiary(ies) or Successor(s) under this option.

14

Exhibit 99.2

INCENTIVE STOCK OPTION AGREEMENT

     This Incentive Stock Option Agreement (“Agreement”) is entered into effective as of «Issue_Date», by and between EchoStar Communications Corporation, a Nevada corporation (the “Company”), and «First_Name» «Last_Name» (“Employee”).

RECITAL

     WHEREAS, the Company, pursuant to its 1999 Stock Incentive Plan (the “Plan”) desires to grant this stock option to Employee, and Employee desires to accept such stock option, each under the terms and conditions set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Grant of Option

          The Company hereby grants to Employee, as of the date set forth above, the right and option (hereinafter called “the Option”) to purchase all or any part of an aggregate of «Stock_Requested» shares of the Class A Common Stock of the Company, par value $0.01 per share (the “Common Shares”), at the price of $«Price» per share (the “Option Price”), on the terms and conditions set forth herein, which price was equal to or greater than the fair market value of a Common Share on the date of grant. The Option Price is subject to adjustment as provided in this Agreement and the Plan. This Option is intended to be an incentive stock option (an “ISO”) within the meaning of the Internal Revenue Code of 1986, as amended, and regulations thereunder (the “Code”).

          Employee understands that to the extent that the aggregate fair market value (determined at the time the Option was granted) of the Common Shares with respect to which all options (that are ISOs within the meaning of the Code) are exercisable for the first time by Employee during any calendar year exceeds $100,000, in accordance with Section 422(d) of the Code, such options shall be treated as options that do not qualify as ISOs.

2. Duration and Exercisability

     (a) Subject to the terms and conditions set forth herein, this Option shall vest and may be exercised by Employee in cumulative installments as follows:

1

     (b) During the lifetime of Employee, the Option shall be exercisable only by Employee and shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution. Without limiting the generality of the foregoing, this Option may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of this Option or any attempt to make any such levy of execution, attachment or other process will cause this Option to terminate immediately, unless the Board (or the Committee), in its sole discretion, specifically waives applicability of this provision.

     (c) This Option shall terminate, and shall cease to be exercisable, ten (10) years after the date of this Agreement.

     (d) It is intended that this Option will qualify as an ISO pursuant to the Code. The Company assumes no responsibility for individual income taxes, penalties or interest related to grant, exercise or subsequent disposition of stock pursuant to the Option. Additionally, the Company assumes no responsibility in the event that this Option, or the tax treatment related thereto, is ultimately other than the tax treatment currently afforded for ISOs, whether such differing treatment is the result of changes in the tax laws, a disqualifying disposition by Employee, or for any other reason. Employee should consult with employee’s personal tax advisor regarding the tax ramifications, if any, which result from receipt or exercise of this Option, and subsequent disposition of Common Shares. If in the Company’s sole discretion it is necessary or appropriate to collect federal, state or local taxes in connection with the exercise of any portion of this Option, the Company shall be entitled to require the payment of such amounts as a condition to exercise.

     (e) In considering the exercise of this Option, Employee should use the same independent investment judgment that Employee would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guarantees are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will develop in the future. No representations are made by the Company except as contained in any active registration

2

statement at the time of exercise of the Option on file with the United States Securities and Exchange Commission relating to the Option Plan.

3. Effect of Termination of Employment; Death or Disability; Demotion

     (a) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than Employee’s serious misconduct or Employee’s death or disability (as such term is defined in Section 3(c) hereof), Employee shall have the right to exercise the Option at any time within one (1) month after such termination of employment, to the extent of the full number of Common Shares Employee was entitled to exercise under the Option on the date of termination, subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable (whether vested or unvested) after the expiration of the term of the Option. Retirement, whether or not pursuant to any retirement or pension plan of the Company, shall be deemed to be a termination of employment for all purposes of this Agreement. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

     (b) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, by reason of Employee’s serious misconduct during the course of employment, including but not limited to wrongful appropriation of the Company’s funds, theft of Company property or other reasons as determined by the Company, ***, the Option shall be terminated and cannot be exercised, as of the date of the misconduct or violation. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

     (c) If Employee shall die while in the employ of Company or a subsidiary, or within one (1) month after termination of employment for any reason other than serious misconduct, or if employment is terminated because Employee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, and Employee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Employee’s death or date of termination of employment for disability by Employee, personal representatives or administrators, executor or guardians of Employee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares the Employee was entitled to purchase under the Option on the date of death, termination of employment, if earlier, or date of termination for such disability and subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable after the expiration of the term of the Option.

     (d) If Employee is demoted (but remains employed) by the Company or its subsidiaries from Employee’s current level (i.e., senior executive, vice president,

3

director, manager, or other level), this Option shall continue in force, until otherwise terminated, with respect to the full number of Common Shares Employee was entitled to exercise under the Option on the date of demotion, and any portion of the Option not vested or otherwise not exercisable prior to the date of demotion shall forever terminate as of the date of demotion.

4. Manner of Exercise

     (a) The Option can be exercised only by Employee or other proper party, in whole Common Shares, by delivering within the Option period written notice in person or by certified mail to the Company at its principal office in the form to be provided by the Company at the time Employee desires to exercise. All notices to the Company shall be addressed to it at its office at 9601 S. Meridian Blvd., Englewood, Colorado, 80112, Attn: Corporate Secretary, or to such other address or person as the Company may notify Employee from time to time. The notice shall be signed by the person entitled to exercise the Option and shall state, among other things, the number of Common Shares as to which the Option is being exercised, shall contain a representation and agreement as to the Employee’s investment intent with respect to the Common Shares in form satisfactory to the Company’s counsel (unless a Prospectus meeting applicable requirements of the Securities Act of 1933, as amended, is in effect for the Common Shares being purchased pursuant to exercise of this Option), and be accompanied by payment in full of the Option price for all shares designated in the notice. All notices to Employee or other person or persons then entitled to exercise this Option shall be addressed to the Employee or such other person(s) at the Employee’s address specified below, or to such other address as Employee or such person(s) may notify the Company from time to time.

     (b) Employee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier’s check.

     (c) Unless notified by the Company to the contrary, the Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company, within five (5) business days following the date that counsel for the Company determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares until it has confirmed to its satisfaction that all events requisite for exercise have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished.

     (d) The certificate or certificates for the Common Shares as to which this Option shall be exercised may be registered only in the name of the Employee (or if the Employee so requests in the notice exercising this Option, jointly in the name of the Employee and with a member of the Employee’s family, with the right of survivorship, or in the event of the death of Employee, in the name of such survivor of the Employee as the person with the right to exercise shall designate).

5. *** Protection of Confidential Information ***

4

     (c) Employee further agrees to hold in a fiduciary capacity for the benefit of the Company all proprietary and confidential information, knowledge, ideas and data, including, without limitation, customer lists and the Company’s products, processes and programs (“Confidential Information”), relating in any way to the present or future business or activities of the Company for as long as such Confidential Information remains confidential. All such Confidential Information, together with all copies thereof and notes and other references thereto, shall remain the sole property of the Company. Employee acknowledges that all Confidential Information is essential to the Company’s present and future business and activities, and is therefore deemed trade secrets and is considered proprietary to, and treated as confidential by, the Company. This obligation of confidentiality is intended to supplement, and is not intended to supersede or limit, the obligations of confidentiality Employee has to the Company by agreement, law or otherwise. If any court of competent jurisdiction shall determine that the foregoing covenants are invalid in any respect, the parties hereto agree that any court so holding may limit such covenant in time, in area or in any other manner which the court determines such that the covenant shall be enforceable against Employee. Employee acknowledges that the remedy at law for any breach of the foregoing covenants will be inadequate, and that the Company shall be entitled, in addition to any remedy at law, to preliminary and permanent injunctive relief.

6. Settlement of Disputes

     (a) In consideration of the rights, terms and conditions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Company agree that any claim, controversy and/or dispute between them, arising out of and/or in any way related to (1) Employee’s application for employment, employment and/or termination of employment (collectively “employment-related disputes”) and/or (2) this Agreement (Option disputes), whenever and wherever brought, shall be resolved by arbitration. The Employee agrees that this agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and is fully enforceable. For purposes of this paragraph only, Company shall be defined to include its direct and indirect subsidiaries, and to the employees, shareholders, officers, and directors of any of the foregoing entities.

     (b) For employment-related disputes, the Company agrees to pay all the arbitrator’s and arbitration fees and expenses until otherwise ordered by the arbitrator, except that Company shall not be responsible for the Employee’s legal fees and costs, unless awarded to the Employee by the arbitrator. The arbitration shall be governed by the substantive law of the State of Colorado, without giving effect to choice of law principles. A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of employment-related disputes under the then current procedures of the AAA’s National Rules for the Resolution of Employment Disputes (“Rules”). A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of Option disputes under the then current procedures of the AAA’s Commercial Dispute Resolution Procedures (“Procedures”). Regardless of what the

5

above-mentioned Procedures and Rules state, all arbitration proceedings, including but not limited to hearings, discovery, settlements, and awards shall be confidential and the arbitration and any hearings shall be held in the City and County of Denver, Colorado. The arbitrator’s decision shall be final and binding, and judgment upon the arbitrator’s decision and/or award may be entered in any court of competent jurisdiction.

     (c) The prevailing party in any arbitration of common law claims pursuant to this agreement to arbitrate shall be entitled to its, his, or her reasonable attorneys’ fees and to reimbursement of costs of arbitrator’s fees and arbitration expenses. Nothing in this Agreement shall require Employee to reimburse Company for its attorneys’ fees and costs, including arbitration fees and costs, incurred when Company prevails in defense of any statutory claim of unlawful discrimination, unless said claim brought by Employee is frivolous, unreasonable or without foundation, or Employee continues to prosecute a claim after the claim became frivolous, unreasonable or without foundation. In the event either party hereto files a judicial or administrative action asserting claims subject to this arbitration provision, and the other party successfully stays such action and/or compels arbitration of the claims made in such an action, the party filing the administrative or judicial action shall pay the other party’s reasonable attorneys’ fees and costs incurred in obtaining a stay and/or compelling arbitration.

     (d) Notwithstanding the foregoing, this agreement to arbitrate all employment-related claims shall not apply to Employee claims for statutory unemployment compensation benefits, statutory worker’s compensation benefits, and claims for benefits from a Company-sponsored “employee benefit plan,” as that term is defined in 29 U.S.C. §1002(3). Further, and notwithstanding the foregoing, Company shall have the right to seek any temporary restraining orders, preliminary and/or permanent injunctions in a court of competent jurisdiction based on Company’s claims that the Employee is violating Company’s rights regarding *** (2) intellectual property, including but not limited to copyrights, patent rights, trade secrets, know-how and/or (3) confidential information.

(e) If any provision of this agreement to arbitrate is declared by any court of competent jurisdiction to be invalid for any reason, the remaining provisions of this agreement to arbitrate shall be fully enforceable to the maximum extent permitted by law. This Agreement supersedes and renders void any prior agreement(s) to arbitrate between Employee and Company, and there are no agreements, verbal or written or otherwise, between the parties hereto regarding arbitration of employment-related disputes and Option disputes other than as expressly set forth in this Agreement. Other than as set forth above regarding venue, governing law and the confidential nature of proceedings, in the event of a conflict between the AAA Rules and/or Procedures, and this Agreement, the terms of the applicable Procedures and Rules shall control.

     (f) THE RIGHT TO A TRIAL, TO A TRIAL BY JURY, AND TO COMMON LAW CLAIMS FOR PUNITIVE AND/OR EXEMPLARY DAMAGES ARE OF VALUE AND ARE WAIVED PURSUANT TO THIS AGREEMENT. Other than potential rights to a trial, a jury trial, and common law claims for punitive and/or exemplary damages, nothing

6

in this agreement to arbitrate limits any statutory remedy to which the Employee may be entitled under law.

     (g) The parties acknowledge that this agreement shall not alter the at-will nature of their employment relationship MEANING THAT YOU MAY TERMINATE YOUR EMPLOYMENT WITH THE COMPANY AT ANY TIME WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE, AND THE COMPANY RESERVES THE SAME RIGHTS TO TERMINATE YOUR EMPLOYMENT.

7. Miscellaneous

     (a) This Option is issued pursuant to the Plan and is subject to its terms. The terms of the Plan are available for inspection during normal business hours at the principal offices of the Company.

     (b) This Agreement shall not confer on Employee any right with respect to continuance of employment by the Company or any of its subsidiaries, nor will it interfere in any way with the right of the Company to terminate such employment or to demote Employee at any time for any reason. Employee shall have none of the rights of a shareholder with respect to shares subject to this Option until such shares shall have been issued to Employee upon exercise of this Option.

     (c) The exercise of all or any parts of this Option shall only be effective at such time that the issuance and sale of Common Shares prior or pursuant to such exercise will not violate any state or federal securities or other laws.

     (d) If there shall be any change in the Common Shares of the Company through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, and all or any portion of the Option shall then be exercised and not yet expired, then appropriate adjustments shall be made by the Company, as determined in the sole discretion of the Board, or the Committee at its discretion, in order to prevent dilution or enlargement of Employee’s rights under this Option. Such adjustments shall include, where appropriate, changes in the number of shares of Common Shares and the price per share subject to the outstanding Option. Notwithstanding the above, in no event shall action be taken which would modify the treatment of this Option under the Code without the agreement of the Company and the Employee.

     (e) The Company shall at all times during the term of this Option reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement. If the Company in its sole discretion so elects, it may register the Common Shares purchasable upon the exercise of this Option under the Securities Act of 1933, as amended (the “Securities Act”), and on any securities exchange. In the absence of such election, the Employee understands that neither this Option nor the Common Shares subject thereto and issuable upon the exercise thereof will be registered under the Securities Act, or tradeable on any securities exchange, and the Employee represents that this Option is being acquired, and that such Common Shares

7

which will be acquired pursuant to the exercise of this Option will be acquired, by the Employee for investment and not with a view to distribution thereof.

In the absence of an effective Prospectus meeting the requirements of the Securities Act, upon any sale or transfer of the Common Stock purchased upon the exercise of this Option, the Employee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or transfer of the Common Shares does not violate any provision of the Securities Act or the Securities Exchange Act of 1934, as amended, and the certificates for the Common Shares purchased may bear, in that event, the following legend:

“The shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or state securities laws, and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act and compliance with any applicable state securities laws, or pursuant to an exemption therefrom, the availability of which must be established to the satisfaction of the Company.”

     (f) If Employee shall dispose of any of the Common Shares of the Company acquired by Employee pursuant to the exercise of this Option within two (2) years from the date this Option was granted or within one (1) year after the transfer of any such shares to Employee upon exercise of this Option, then, in order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it under the circumstances, Employee shall promptly notify the Company of the dates of acquisition and disposition of such shares, the number of shares so disposed of, and the consideration, if any, received for such shares. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to insure: (i) notice to the Company of any disposition of the Common Shares of the Company within the time periods described above; and (ii) that, if necessary, all applicable federal or state payroll, withholding, income or other taxes are withheld or collected from Employee.

     (g) The holder of this Option will not have any right to dividends or any other right of a shareholder with respect to the Common Shares subject to this Option until such Common Shares shall have been issued to the Employee, upon the exercise of this Option and the consummation of the purchase of such Common Shares (as evidenced by the records of the transfer agent of the Company).

     (h) Employee agrees to treat with confidentiality the existence, terms and conditions of this Option, and agrees that failure to do so may result in immediate termination of this Option.

     (i) This Agreement sets forth the entire, final and complete understanding between the parties hereto relevant to the subject matter of this Agreement, and it supersedes and replaces all previous understandings or agreements, written, oral, or

8

implied, relevant to the subject matter of this Agreement made or existing before the date of this Agreement. Except as expressly provided by this Agreement, no waiver or modification of any of the terms or conditions of this Agreement shall be effective unless in writing and signed by both parties. The failure of any party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or similar nature.

     (j) The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof. In the event that a court of competent jurisdiction determines that any term or provision herein, or the application thereof to any person, entity, or circumstance, shall to any extent be invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and shall be interpreted as if the invalid term or provision were not a part hereof. Any provision of this Agreement which logically would be expected to survive termination or expiration, shall survive for a reasonable time period under the circumstances, whether or not specifically provided in this Agreement.

     (k) In the event the Company provides Employee (or anyone acting on behalf of Employee) with summary or other information concerning, including, or otherwise relating to Employee’s rights or benefits under this Agreement (including without limitation the Option, and any vesting thereof), such summary or other information shall in all cases be qualified in its entirety by this Agreement and, unless it explicitly states otherwise and is signed by an officer of the Company, shall not constitute an amendment or other modification hereto.

     IN WITNESS WHEREOF, the parties hereto have signed this Incentive Stock Option Agreement to be effective as of the date first written above.

9

10

INCENTIVE STOCK OPTION PLAN

Explanation of Beneficiary Designation

The Incentive Stock Option Plan provides that although an option is exercisable during the optionee’s lifetime only by him or her, an option may be exercised after the death of any optionee (if it has not otherwise terminated or been exercised in full) by the person whom the optionee shall have designated as Beneficiary or, if no designation has been made, by the person to whom the optionee’s rights shall have passed by Will or the laws of descent and distribution. (Note: An option is not otherwise assignable or transferable.)

The right to designate Beneficiaries could provide certain advantages including avoidance of probate (and attendant costs) with respect to the option. Since the individual circumstances of each optionee differ, however, and since the Company cannot warrant the validity or effect of such a designation of Beneficiary, it is recommended that you consult your personal tax advisor before making any decision, particularly if you propose to designate a trust as Beneficiary.

Please indicate your decision on both copies of the accompanying Stock Option Agreement, date, sign, and return one copy as soon as possible. Please note that your decision thereon will apply only to the Optioned Shares evidenced by the accompanying Stock Option Agreement and only until you exercise the option as to those shares. It does not apply to any future option since a separate election is made with each option that may be granted; nor will it apply to any shares as to which you exercise the option. If you wish to change a Beneficiary on any option, please let us know.

If you elect to designate a Beneficiary or Beneficiaries, insert their name or names where indicated in accordance with the instructions.

11

INSTRUCTIONS FOR DESIGNATION OF BENEFICIARY (STOCK OPTIONS)

If more than one Beneficiary is designated, the Beneficiaries will share equally unless otherwise indicated.

When two or more Beneficiaries are designated, and they are not to share equally, show the percentages each Beneficiary is to receive.

If a married woman is designated show her full given name — for example: Mary J. Doe, not Mrs. John H. Doe.

If a trust company is designated, the designation should be expressed as follows: “First Trust Company of Hartford, Conn., as trustee under trust Agreement dated January 1, 1999.”

If you wish to designate both a primary Beneficiary and a contingent Beneficiary in the event the primary Beneficiary is not living at the time of your death, wording similar to that shown in the following examples should be used; the word “Contingent” or any similar expression should not be used in Beneficiary designations.

Note: The relationship should always be shown after the name of the Beneficiary .

12

DESIGNATION OF BENEFICIARY

Check One Complete As Applicable and Sign

Name                 Relationship                 Address

(If more than one Beneficiary is named, the Beneficiaries shall share equally in the rights unless otherwise stated above.)

Unless otherwise expressly provided, if any Beneficiary above-designated predeceases Optionee, any rights shall pass equally to the remaining designated Beneficiary(ies), if any, who survive the Optionee, but if no designated Beneficiary survives Optionee, any rights shall pass to Optionee’s estate.

Optionee may change the above designation(s) by filing written notice with the Company.

The designation herein is subject to all the terms and conditions of the Plan and all applicable laws, rules and regulations. In addition, the Company may require an indemnity and/or other assurances from the Beneficiary(ies) or Successor(s) in connection with the exercise of any rights by such Beneficiary(ies) or Successor(s) under this option.

13

Exhibit 99.3

RESTRICTED STOCK UNIT AGREEMENT

     This Restricted Stock Unit Agreement (“Agreement”) is entered into effective as of «Date», by and between EchoStar Communications Corporation, a Nevada corporation (the “Company”), and «First_Name» «Last_Name» (“Employee”).

RECITAL

     WHEREAS, the Company, pursuant to its 1999 Stock Incentive Plan (the “Plan”) desires to grant restricted stock units to Employee, and Employee desires to accept such restricted stock units, each under the terms and conditions set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

     1. Grant of Restricted Stock Units

     The Company hereby grants to Employee, as of the date set forth above, «Units» restricted stock units (hereinafter called the “Units”), each representing the right to receive one share of the Class A Common Stock of the Company, par value $0.01 per share (the “Common Shares”) upon vesting of that Unit on the terms and conditions set forth herein.

     2. Duration and Vesting

     (a) Subject to the other terms and conditions set forth herein, including, without limitations, payment of all applicable withholding taxes, the Units shall vest in cumulative installments on the following vesting dates (the “Vesting Dates”) as follows:

No Common Shares will be issued in exchange for any Unit until that Unit has vested.

          (b) During the lifetime of Employee, the Units shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution. Without limiting the generality of the foregoing, the Units may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of the Units or any attempt to make any such levy of execution, attachment or other process will cause the Units to terminate immediately, unless the Board of Directors (or the Committee (as defined in the Plan)), in its sole discretion, specifically waives applicability of this provision.

          (c) The Units shall terminate, and no Common Shares will issued in exchange for any Units, ten (10) years after the date of this Agreement.

          (d) The Company assumes no responsibility for individual income taxes, penalties or interest related to grant or vesting of any Unit or the issuance or subsequent disposition of any Common Shares issued in exchange for any Unit. Employee should consult with employee’s personal tax advisor regarding the tax ramifications, if any, which result from receipt of the Units, the subsequent issuance, if any, of Common Shares in Exchange for the Units, and subsequent disposition of any such Common Shares. Employee acknowledges that the Company may be required to withhold federal, state and/or local taxes in connection with the vesting of the Units. No Units will vest unless and until Employee has provided for payment of all applicable withholding taxes as provided below.

               The Employee is ultimately liable and responsible for all taxes owed by the Employee in connection with grant and vesting of the Units, regardless of any action the Company or any of its affiliates take with respect to any tax withholding obligations that arise in connection with the Units. Neither the Company nor any affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Units or the subsequent sale of any Common Shares in exchange for the Units. The Company and its affiliates do not commit and are under no obligation to structure the Units to reduce or eliminate the Employee’s tax liability.

                    (i) Payment of Withholding Taxes. Prior to vesting, the Employee must arrange for the satisfaction of the minimum amount of any and all tax withholding obligations using one of the options set forth in Sections 2(d)(i) (1) and 2(d)(i)(2) below:

                         (1) By Sale of Shares. Unless the Employee determines (or is required) to satisfy the tax withholding obligations by some other means in accordance with Section 2(d)(i)(2) below, the Employee’s acceptance of the Units constitutes the Employee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Employee’s behalf a whole number of Common Shares from those Common Shares issuable to the Employee upon vesting of the Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum amount of any and all applicable tax withholding obligations. Such Common Shares will be sold on the day such tax withholding obligation arises (e.g., a vesting date of the Units) or as soon thereafter as practicable. The Employee will be responsible for all

2

brokers’ fees and other costs of sale, and the Employee agrees to indemnify and hold the Company and its affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Employee’s minimum tax withholding obligations, it is the Company’s expectation that such excess cash shall be credited to the brokerage account established on behalf of the Employee to effect such sale of Common Shares. The Employee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Employee’s minimum tax withholding obligations. Accordingly, the Employee agrees to pay to the Company or any affiliate as soon as practicable, including through additional payroll withholding, any amount of tax withholding obligation that is not satisfied by the sale of Common Shares described above. The Employee further acknowledges that he or she may not use the method described in this Section 2(d)(i)(1) to satisfy the tax withholding obligation if he or she has not entered into and maintained effective at all times a 10b5-1 trading plan satisfactory to the Company.

                         (2) By Check, Wire Transfer or Other Means. Not less than five (5) business days before each vesting date of the Units, the Employee may elect to satisfy the Employee’s tax withholding obligation with respect to such Units by delivering to the Company an amount that the Company determines is sufficient to satisfy such tax withholding obligation by (x) wire transfer to such account as the Company may direct, (y) delivery of a certified check payable to the Company, or (z) such other means as specified from time to time by the Company. In order to exercise this option to pay the tax withholding obligation, the Employee must notify the Company of this election in writing not less than 30 calendar days prior to the applicable vesting date.

                    (ii) Right to Retain Shares. No Common Shares will be issued to the Employee until the Employee satisfies the tax withholding obligation. To the maximum extent permitted by law, the Company has the right to retain without notice from Common Shares issuable upon vesting of the Units or from salary or other amounts payable to the Employee, Common Shares or cash having a value sufficient to satisfy the tax withholding obligation.

          (e) In considering the acceptance of the Units, Employee acknowledges that he or she has used the same independent investment judgment that Employee would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guarantees are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will develop in the future. No representations are made by the Company except as contained in any active registration statement at the time of vesting of the Units, on file with the United States Securities and Exchange Commission relating to the Plan.

3.

Effect of Termination of Employment; Death or Disability; Demotion; Termination After Change in Control

          (a) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than Employee’s serious misconduct or Employee’s death or disability (as such term is defined in Section 3(c) hereof), Employee shall

3

have the right to receive Common Shares issuable in exchange for Units that were vested on the date of termination, subject to the condition that any portion of the Units not vested prior to the date of termination of employment shall forever terminate as of such date and no Common Shares shall be issuable in exchange for any unvested Units. Retirement, whether or not pursuant to any retirement or pension plan of the Company, shall be deemed to be a termination of employment for all purposes of this Agreement. The termination of the Units by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

          (b) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, by reason of Employee’s serious misconduct during the course of employment, including but not limited to wrongful appropriation of the Company’s funds, theft of Company property or other reasons as determined by the Company, ***, the Units shall be terminated and cannot be exchanged into Common Shares, as of the date of the misconduct or violation. The termination of the Units by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

          (c) If Employee shall die while in the employ of Company or a subsidiary, or if employment is terminated because Employee has become disabled (within the meaning of Section 22(e)(3)) of the Internal Revenue Service Code of 1986, as amended, and regulations thereunder (the “Code”) while in the employ of the Company or a subsidiary, and Employee shall not have received Common Shares issuable upon vested Units, then such Common Shares shall be issued to the personal representatives or administrators, executor or guardians of Employee, as applicable, or by any person or persons to whom the Units are transferred by will or the applicable laws of descent and distribution, to the extent of the full number of Common Shares to which the Employee was entitled under the Units on the date of death, or date of termination for such disability, and subject to the condition that any portion of the Units not vested prior to the date of death or termination for such disability shall forever terminate as of such date and no Common Shares shall be issuable in exchange for any unvested Units.

          (d) If Employee is demoted (but remains employed) by the Company or its subsidiaries from Employee’s current level (i.e., executive vice president, senior executive, vice president, director, manager, or other level) any portion of the Units not vested prior to the date of demotion shall forever terminate as of the date of demotion and no Common Shares shall be issuable in exchange for any unvested Units.

          (e) In the event that (i) a Change in Control occurs, and (ii) Employee is terminated by the Company (and not simultaneously employed by the surviving entity — if not the Company — in the Change in Control), for any reason other than for Cause, during the twenty-four (24) month period following such Change in Control, then all Units not previously vested shall immediately vest and Common Shares shall be issued in exchange for the vested Units.

For the purpose of this subsection 3(e), the capitalized terms shall have the following meanings: “Capital Stock” means any and all shares, interests, participations, rights or other equivalents, however designated, of corporate stock or partnership or membership interests, whether common or preferred.

4

“Cause” means: (i) the willful and continued failure of Employee to substantially perform his duties consistent with past practices prior to the Change in Control; (ii) any illegal conduct or gross misconduct which is materially injurious to the Company or its affiliates; (iii) Employee has been convicted of or pleaded guilty or nolo contendere to a felony or any crime involving moral turpitude or dishonesty; or (iv) Employee has been convicted of or pleaded guilty or nolo contendere to a felony, crime or engaged in conduct which results in a prohibition on the Employee from serving, for any period of time, as an officer or director of a publicly-traded company by any federal, state or other regulatory governing body (including without limitation, an exchange or association such as NYSE or Nasdaq). “Change in Control” means: (i) a transaction or a series of transactions the result of which is that any person (other than the Principal or a Related Party) individually owns more than fifty percent (50%) of the total Equity Interests of either (A) the Company or (B) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (ii) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. “Continuing Director” means, as of any date of determination, any member of the Board of Directors of the Company who: (a) was a member of such Board of Directors on the date of this Agreement; or (b) was nominated for election or elected to such Board of Directors with the affirmative vote of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or was nominated for election or elected by the Principal and his Related Parties. “Equity Interest” means any Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). “Principal” means Charles W. Ergen. “Related Party” means, with respect to the Principal, (a) the spouse and each immediate family member of the Principal; (b) each trust, corporation, partnership or other entity of which the Principal beneficially holds an eighty percent (80%) or more controlling interest; and (c) the Principal’s personal representatives, administrators, executor, guardians, or any person(s) or entit(ies) to which the Principal’s shares of the Company are transferred as a result of a transfer by will or the applicable laws of descent and distribution.

     4.  Manner of Issuance of Common Shares

          (a) The Common Shares issuable upon vesting of the Units shall be issued only to the Employee or other proper party, in whole Common Shares. Upon meeting the applicable vesting requirements of the Units represented by this Agreement, the Common Shares will be issued to a brokerage account of the Company’s designation established on behalf of the Employee. In the event the Company has not established a designated brokerage account on behalf of the Employee, it will be the Employee’s responsibility to establish a

5

brokerage account to receive the Common Shares and to provide the appropriate details of such account to the Company in writing not less than 30 days prior to any applicable vesting date. No Units will vest unless and until the Employee or the Company, as applicable, has established an appropriate brokerage account to receive the shares. All notices to Employee or other person or persons then entitled to receive Common Shares upon vesting of the Units shall be addressed to the Employee or such other person(s) at the Employee’s address specified below, or to such other address as Employee or such person(s) may notify the Company from time to time.

          (b) Unless notified by the Company to the contrary, the Common Shares issuable upon the vesting of the Units shall be deemed issued on the date specified by the Company, within five (5) business days following the date that counsel for the Company determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares issuable upon the vesting of the Units until it has confirmed to its satisfaction, that all events requisite for issuance of the Common Shares and vesting of the Units have been accomplished.

          (d) The certificate or certificates for the Common Shares which are issued pursuant to the vesting of the Units may be registered only in the name of the Employee (or if the Employee so requests, jointly in the name of the Employee and with a member of the Employee’s family, with the right of survivorship, or in the event of the death of Employee, in the name of such survivor of the Employee as the person with the right to receive the Common Shares issuable upon the vesting of the Units shall designate).

     5. *** Protection of Confidential Information ***

          (c) Employee further agrees to hold in a fiduciary capacity for the benefit of the Company all proprietary and confidential information, knowledge, ideas and data, including, without limitation, customer lists and the Company’s products, processes and programs (“Confidential Information”), relating in any way to the present or future business or activities of the Company for as long as such Confidential Information remains confidential. All such Confidential Information, together with all copies thereof and notes and other references thereto, shall remain the sole property of the Company. Employee acknowledges that all Confidential Information is essential to the Company’s present and future business and activities, and is therefore deemed trade secrets and is considered proprietary to, and treated as confidential by, the Company. This obligation of confidentiality is intended to supplement, and is not intended to supersede or limit, the obligations of confidentiality Employee has to the Company by agreement, law or otherwise. If any court of competent jurisdiction shall determine that the foregoing covenants are invalid in any respect, the parties hereto agree that any court so holding may limit such covenant in time, in area or in any other manner which the court determines such that the covenant shall be enforceable against Employee. Employee acknowledges that the remedy at law for any breach of the foregoing covenants will be inadequate, and that the Company shall be entitled, in addition to any remedy at law, to preliminary and permanent injunctive relief.

     6.  Settlement of Disputes

6

          (a) In consideration of the rights, terms and conditions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Company agree that any claim, controversy and/or dispute between them, arising out of and/or in any way related to (1) Employee’s application for employment, employment and/or termination of employment (collectively “employment-related disputes”) and/or (2) this Agreement (Units disputes), whenever and wherever brought, shall be resolved by arbitration. The Employee agrees that this agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and is fully enforceable. For purposes of this paragraph only, Company shall be defined to include its direct and indirect subsidiaries, and the employees, shareholders, officers, and directors of any of the foregoing entities.

          (b) For employment-related disputes, the Company agrees to pay all the arbitrator’s and arbitration fees and expenses until otherwise ordered by the arbitrator, except that Company shall not be responsible for the Employee’s legal fees and costs, unless awarded to the Employee by the arbitrator. The arbitration shall be governed by the substantive law of the State of Colorado, without giving effect to choice of law principles. A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of employment-related disputes under the then current procedures of the AAA’s National Rules for the Resolution of Employment Disputes (“Rules”). A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of disputes under the then current procedures of the AAA’s Commercial Dispute Resolution Procedures (“Procedures”). Regardless of what the above-mentioned Procedures and Rules state, all arbitration proceedings, including but not limited to hearings, discovery, settlements, and awards shall be confidential and the arbitration and any hearings shall be held in the City and County of Denver, Colorado. The arbitrator’s decision shall be final and binding, and judgment upon the arbitrator’s decision and/or award may be entered in any court of competent jurisdiction.

          (c) The prevailing party in any arbitration of common law claims pursuant to this agreement to arbitrate shall be entitled to its, his, or her reasonable attorneys’ fees and to reimbursement of costs of arbitrator’s fees and arbitration expenses. Nothing in this Agreement shall require Employee to reimburse Company for its attorneys’ fees and costs, including arbitration fees and costs, incurred when Company prevails in defense of any statutory claim of unlawful discrimination, unless said claim brought by Employee is frivolous, unreasonable or without foundation, or Employee continues to prosecute a claim after the claim became frivolous, unreasonable or without foundation. In the event either party hereto files a judicial or administrative action asserting claims subject to this arbitration provision, and the other party successfully stays such action and/or compels arbitration of the claims made in such an action, the party filing the administrative or judicial action shall pay the other party’s reasonable attorneys’ fees and costs incurred in obtaining a stay and/or compelling arbitration.

          (d) Notwithstanding the foregoing, this agreement to arbitrate all employment-related claims shall not apply to Employee claims for statutory unemployment compensation benefits, statutory worker’s compensation benefits, and claims for benefits from a Company-sponsored “employee benefit plan,” as that term is defined in 29 U.S.C. §1002(3). Further, and notwithstanding the foregoing, Company shall have the right to seek any temporary restraining orders, preliminary and/or permanent injunctions in a court of competent jurisdiction based on Company’s claims that the Employee is violating Company’s rights regarding ***, (2)

7

intellectual property, including but not limited to copyrights, patent rights, trade secrets, know-how and/or (3) confidential information.

          (e) If any provision of this agreement to arbitrate is declared by any court of competent jurisdiction to be invalid for any reason, the remaining provisions of this agreement to arbitrate shall be fully enforceable to the maximum extent permitted by law. This Agreement supersedes and renders void any prior agreement(s) to arbitrate between Employee and Company, and there are no agreements, verbal or written or otherwise, between the parties hereto regarding arbitration of employment-related disputes and Units disputes other than as expressly set forth in this Agreement. Other than as set forth above regarding venue, governing law and the confidential nature of proceedings, in the event of a conflict between the AAA Rules and/or Procedures, and this Agreement, the terms of the applicable Procedures and Rules shall control.

          (f) THE RIGHT TO A TRIAL, TO A TRIAL BY JURY, AND TO COMMON LAW CLAIMS FOR PUNITIVE AND/OR EXEMPLARY DAMAGES ARE OF VALUE AND ARE WAIVED PURSUANT TO THIS AGREEMENT. Other than potential rights to a trial, a jury trial, and common law claims for punitive and/or exemplary damages, nothing in this agreement to arbitrate limits any statutory remedy to which the Employee may be entitled under law.

          (g) The parties acknowledge that this agreement shall not alter the at-will nature of their employment relationship MEANING THAT YOU MAY TERMINATE YOUR EMPLOYMENT WITH THE COMPANY AT ANY TIME WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE, AND THE COMPANY RESERVES THE SAME RIGHTS TO TERMINATE YOUR EMPLOYMENT.

     7.  Miscellaneous

          (a) The Units are issued pursuant to the Plan and are subject to its terms. The terms of the Plan are available for inspection during normal business hours at the principal offices of the Company.

          (b) This Agreement shall not confer on Employee any right with respect to continuance of employment by the Company or any of its subsidiaries, nor will it interfere in any way with the right of the Company to terminate such employment or to demote Employee at any time for any reason. Employee shall have none of the rights of a shareholder with respect to shares subject to the Units until such shares shall have been issued to Employee in accordance with this Agreement.

          (c) The vesting of the Units and the issuance of any Common Shares in exchange for the Units shall only be effective at such time that the issuance and sale of Common Shares prior or pursuant to such vesting will not violate any state or federal securities or other laws.

          (d) If there shall be any change in the Common Shares of the Company through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, and all or any portion of the Units shall not have been exchanged for Common Shares or have been

8

terminated or expired, then appropriate adjustments shall be made by the Company, as determined in the sole discretion of the Board of Directors, or the Committee at its discretion, in order to prevent dilution or enlargement of Employee’s rights under the Units. Such adjustments shall include, where appropriate, changes in the number of shares of Common Shares subject to the outstanding Units. Notwithstanding the above, in no event shall action be taken which would modify the treatment of the Units under the Code without the agreement of the Company and the Employee.

          (e) The Company shall at all times during the term of the Units reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement. If the Company in its sole discretion so elects, it may register the Common Shares issuable upon the vesting of the Units under the Securities Act of 1933, as amended (the “Securities Act”), and on any securities exchange. In the absence of such election, the Employee understands that neither the Units nor the Common Shares subject thereto and issuable upon the vesting of the Units thereof will be registered under the Securities Act, or tradeable on any securities exchange, and the Employee represents that the Units are being acquired, and that such Common Shares which will be acquired pursuant to the Units will be acquired, by the Employee for investment and not with a view to distribution thereof.

     In the absence of an effective Prospectus meeting the requirements of the Securities Act, upon any sale or transfer of the Common Stock issued pursuant to the Units, the Employee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or transfer of the Common Shares does not violate any provision of the Securities Act or the Securities Exchange Act of 1934, as amended, and the certificates for the Common Shares purchased may bear, in that event, the following legend:

“The shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or state securities laws, and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act and compliance with any applicable state securities laws, or pursuant to an exemption therefrom, the availability of which must be established to the satisfaction of the Company.”

          (f) The holder of the Units will not have any right to dividends or any other right of a shareholder with respect to the Common Shares subject to the Units until such Common Shares shall have been issued to the Employee, upon the vesting of the Units and in accordance with this Agreement and the Plan (as evidenced by the records of the transfer agent of the Company).

          (g) Employee agrees to treat with confidentiality the existence, terms and conditions of the Units, and agrees that failure to do so may result in immediate termination of the Units.

          (h) This Agreement sets forth the entire, final and complete understanding between the parties hereto relevant to the subject matter of this Agreement, and it supersedes and replaces all previous understandings or agreements, written, oral, or implied, relevant to the subject matter of this Agreement made or existing before the date of this Agreement. Except as

9

expressly provided by this Agreement, no waiver or modification of any of the terms or conditions of this Agreement shall be effective unless in writing and signed by both parties. The failure of any party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or similar nature.

          (i) The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof. In the event that a court of competent jurisdiction determines that any term or provision herein, or the application thereof to any person, entity, or circumstance, shall to any extent be invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and shall be interpreted as if the invalid term or provision were not a part hereof. Any provision of this Agreement which logically would be expected to survive termination or expiration, shall survive for a reasonable time period under the circumstances, whether or not specifically provided in this Agreement.

          (j) In the event the Company provides Employee (or anyone acting on behalf of Employee) with summary or other information concerning, including, or otherwise relating to Employee’s rights or benefits under this Agreement (including without limitation the Units, and any vesting thereof), such summary or other information shall in all cases be qualified in its entirety by this Agreement and, unless it explicitly states otherwise and is signed by an officer of the Company, shall not constitute an amendment or other modification hereto.

10

IN WITNESS WHEREOF, the parties hereto have signed this Restricted Stock Unit Agreement to be effective as of the date first written above.

11

1999 STOCK INCENTIVE PLAN

Explanation of Beneficiary Designation

The 1999 Stock Incentive Plan provides that although common shares issuable upon vesting of a restricted stock unit are able to be issued during the Employee’s lifetime only to him or her, common shares issued upon vesting of a restricted stock unit may be issued after the death of any Employee (if it has not otherwise terminated or been granted in full) to the person whom the Employee shall have designated as Beneficiary or, if no designation has been made, to the person to whom the Employee’s rights shall have passed by Will or the laws of descent and distribution. (Note: A restricted stock unit is not otherwise assignable or transferable.)

The right to designate Beneficiaries could provide certain advantages including avoidance of probate (and attendant costs) with respect to receipt of shares issued in exchange for the Units. Since the individual circumstances of each Employee differ, however, and since the Company cannot warrant the validity or effect of such a designation of Beneficiary, it is recommended that you consult your personal tax advisor before making any decision, particularly if you propose to designate a trust as Beneficiary.

Please indicate your decision on both copies of the accompanying Restricted Stock Unit Agreement, date, sign, and return one copy as soon as possible. Please note that your decision thereon will apply only to the Units evidenced by the accompanying Restricted Stock Unit Agreement and only until you receive the shares issued upon vesting of the Units. It does not apply to any future grants of Units since a separate election is made with each grant of Units that may be granted. If you wish to change a Beneficiary on any grant of Units, please let us know.

If you elect to designate a Beneficiary or Beneficiaries, insert their name or names where indicated in accordance with the instructions.

12

INSTRUCTIONS FOR DESIGNATION OF BENEFICIARY (RESTRICTED STOCK UNITS)

If more than one Beneficiary is designated, the Beneficiaries will share equally unless otherwise indicated.

When two or more Beneficiaries are designated, and they are not to share equally, show the percentages each Beneficiary is to receive.

If a married woman is designated show her full given name — for example: Mary J. Doe, not Mrs. John H. Doe.

If a trust company is designated, the designation should be expressed as follows: “First Trust Company of Hartford, Conn., as trustee under trust Agreement dated January 1, 1999.”

     If you wish to designate both a primary Beneficiary and a contingent Beneficiary in the event the primary Beneficiary is not living at the time of your death, wording similar to that shown in the following examples should be used; the word “Contingent” or any similar expression should not be used in Beneficiary designations.

     Note: The relationship should always be shown after the name of the Beneficiary .

13

DESIGNATION OF BENEFICIARY

Check One Complete As Applicable and Sign

(If more than one Beneficiary is named, the Beneficiaries shall share equally in the rights unless otherwise stated above.)

Unless otherwise expressly provided, if any Beneficiary above-designated predeceases Employee, any rights shall pass equally to the remaining designated Beneficiary(ies), if any, who survive the Employee, but if no designated Beneficiary survives Employee, any rights shall pass to Employee’s estate.

Employee may change the above designation(s) by filing written notice with the Company.

The designation herein is subject to all the terms and conditions of the Plan and all applicable laws, rules and regulations. In addition, the Company may require an indemnity and/or other assurances from the Beneficiary(ies) or Successor(s) in connection with the vesting of any rights by such Beneficiary(ies) or Successor(s) under this restricted stock unit.

14

Exhibit 99.4

RESTRICTED STOCK UNIT AGREEMENT

     This Restricted Stock Unit Agreement (“Agreement”) is entered into effective as of «Date», by and between EchoStar Communications Corporation, a Nevada corporation (the “Company”), and «First_Name» «Last_Name» (“Employee”).

RECITAL

     WHEREAS, the Company, pursuant to its 1999 Stock Incentive Plan (the “Plan”) desires to grant restricted stock units to Employee, and Employee desires to accept such restricted stock units, each under the terms and conditions set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

     1.  Grant of Restricted Stock Units

     The Company hereby grants to Employee, as of the date set forth above, «Units» restricted stock units (hereinafter called the “Units”), each representing the right to receive one share of the Class A Common Stock of the Company, par value $0.01 per share (the “Common Shares”) upon vesting of that Unit on the terms and conditions set forth herein.

     2.  Duration and Vesting

     (a) Subject to the other terms and conditions set forth herein, including, without limitations, payment of all applicable withholding taxes, the Units shall vest in cumulative installments on the following vesting dates (the “Vesting Dates”) as follows:

No Common Shares will be issued in exchange for any Unit until that Unit has vested.

          (b) During the lifetime of Employee, the Units shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution. Without limiting the generality of the foregoing, the Units may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of the Units or any attempt to make any such levy of execution, attachment or other process will cause the Units to terminate immediately, unless the Board of Directors (or the Committee (as defined in the Plan)), in its sole discretion, specifically waives applicability of this provision.

          (c) The Units shall terminate, and no Common Shares will issued in exchange for any Units, ten (10) years after the date of this Agreement.

          (d) The Company assumes no responsibility for individual income taxes, penalties or interest related to grant or vesting of any Unit or the issuance or subsequent disposition of any Common Shares issued in exchange for any Unit. Employee should consult with employee’s personal tax advisor regarding the tax ramifications, if any, which result from receipt of the Units, the subsequent issuance, if any, of Common Shares in Exchange for the Units, and subsequent disposition of any such Common Shares. Employee acknowledges that the Company may be required to withhold federal, state and/or local taxes in connection with the vesting of the Units. No Units will vest unless and until Employee has provided for payment of all applicable withholding taxes as provided below.

               The Employee is ultimately liable and responsible for all taxes owed by the Employee in connection with grant and vesting of the Units, regardless of any action the Company or any of its affiliates take with respect to any tax withholding obligations that arise in connection with the Units. Neither the Company nor any affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Units or the subsequent sale of any Common Shares in exchange for the Units. The Company and its affiliates do not commit and are under no obligation to structure the Units to reduce or eliminate the Employee’s tax liability.

                    (i) Payment of Withholding Taxes. Prior to vesting, the Employee must arrange for the satisfaction of the minimum amount of any and all tax withholding obligations using one of the options set forth in Sections 2(d)(i) (1) and 2(d)(i)(2) below:

                         (1) By Sale of Shares. Unless the Employee determines (or is required) to satisfy the tax withholding obligations by some other means in accordance with Section 2(d)(i)(2) below, the Employee’s acceptance of the Units constitutes the Employee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Employee’s behalf a whole number of Common Shares from those Common Shares issuable to the Employee upon vesting of the Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum amount of any and all applicable tax withholding obligations. Such Common Shares will be sold on the day such tax withholding obligation arises (e.g., a vesting date of the Units) or as soon thereafter as practicable. The Employee will be responsible for all

2

brokers’ fees and other costs of sale, and the Employee agrees to indemnify and hold the Company and its affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Employee’s minimum tax withholding obligations, it is the Company’s expectation that such excess cash shall be credited to the brokerage account established on behalf of the Employee to effect such sale of Common Shares. The Employee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Employee’s minimum tax withholding obligations. Accordingly, the Employee agrees to pay to the Company or any affiliate as soon as practicable, including through additional payroll withholding, any amount of tax withholding obligation that is not satisfied by the sale of Common Shares described above. The Employee further acknowledges that he or she may not use the method described in this Section 2(d)(i)(1) to satisfy the tax withholding obligation if he or she has not entered into and maintained effective at all times a 10b5-1 trading plan satisfactory to the Company.

                         (2) By Check, Wire Transfer or Other Means. Not less than five (5) business days before each vesting date of the Units, the Employee may elect to satisfy the Employee’s tax withholding obligation with respect to such Units by delivering to the Company an amount that the Company determines is sufficient to satisfy such tax withholding obligation by (x) wire transfer to such account as the Company may direct, (y) delivery of a certified check payable to the Company, or (z) such other means as specified from time to time by the Company. In order to exercise this option to pay the tax withholding obligation, the Employee must notify the Company of this election in writing not less than 30 calendar days prior to the applicable vesting date.

                    (ii) Right to Retain Shares. No Common Shares will be issued to the Employee until the Employee satisfies the tax withholding obligation. To the maximum extent permitted by law, the Company has the right to retain without notice from Common Shares issuable upon vesting of the Units or from salary or other amounts payable to the Employee, Common Shares or cash having a value sufficient to satisfy the tax withholding obligation.

          (e) In considering the acceptance of the Units, Employee acknowledges that he or she has used the same independent investment judgment that Employee would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guarantees are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will develop in the future. No representations are made by the Company except as contained in any active registration statement at the time of vesting of the Units, on file with the United States Securities and Exchange Commission relating to the Plan.

     3.  Effect of Termination of Employment; Death or Disability; Demotion;

          (a) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than Employee’s serious misconduct or Employee’s death or disability (as such term is defined in Section 3(c) hereof), Employee shall have the right to receive Common Shares issuable in exchange for Units that were vested on

3

the date of termination, subject to the condition that any portion of the Units not vested prior to the date of termination of employment shall forever terminate as of such date and no Common Shares shall be issuable in exchange for any unvested Units. Retirement, whether or not pursuant to any retirement or pension plan of the Company, shall be deemed to be a termination of employment for all purposes of this Agreement. The termination of the Units by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

          (b) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, by reason of Employee’s serious misconduct during the course of employment, including but not limited to wrongful appropriation of the Company’s funds, theft of Company property or other reasons as determined by the Company, ***, the Units shall be terminated and cannot be exchanged into Common Shares, as of the date of the misconduct or violation. The termination of the Units by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

          (c) If Employee shall die while in the employ of Company or a subsidiary, or if employment is terminated because Employee has become disabled (within the meaning of Section 22(e)(3)) of the Internal Revenue Service Code of 1986, as amended, and regulations thereunder (the “Code”) while in the employ of the Company or a subsidiary, and Employee shall not have received Common Shares issuable upon vested Units, then such Common Shares shall be issued to the personal representatives or administrators, executor or guardians of Employee, as applicable, or by any person or persons to whom the Units are transferred by will or the applicable laws of descent and distribution, to the extent of the full number of Common Shares to which the Employee was entitled under the Units on the date of death, or date of termination for such disability, and subject to the condition that any portion of the Units not vested prior to the date of death or termination for such disability shall forever terminate as of such date and no Common Shares shall be issuable in exchange for any unvested Units.

          (d) If Employee is demoted (but remains employed) by the Company or its subsidiaries from Employee’s current level (i.e., executive vice president, senior executive, vice president, director, manager, or other level) any portion of the Units not vested prior to the date of demotion shall forever terminate as of the date of demotion and no Common Shares shall be issuable in exchange for any unvested Units.

     4. Manner of Issuance of Common Shares

          (a) The Common Shares issuable upon vesting of the Units shall be issued only to the Employee or other proper party, in whole Common Shares. Upon meeting the applicable vesting requirements of the Units represented by this Agreement, the Common Shares will be issued to a brokerage account of the Company’s designation established on behalf of the Employee. In the event the Company has not established a designated brokerage account on behalf of the Employee, it will be the Employee’s responsibility to establish a brokerage account to receive the Common Shares and to provide the appropriate details of such account to the Company in writing not less than 30 days prior to any applicable vesting date. No Units will vest unless and until the Employee or the Company, as applicable, has established an appropriate brokerage account to receive the shares. All notices to Employee or other person or persons then entitled to receive Common Shares upon vesting of the Units shall

4

be addressed to the Employee or such other person(s) at the Employee’s address specified below, or to such other address as Employee or such person(s) may notify the Company from time to time.

          (b) Unless notified by the Company to the contrary, the Common Shares issuable upon the vesting of the Units shall be deemed issued on the date specified by the Company, within five (5) business days following the date that counsel for the Company determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares issuable upon the vesting of the Units until it has confirmed to its satisfaction, that all events requisite for issuance of the Common Shares and vesting of the Units have been accomplished.

          (d) The certificate or certificates for the Common Shares which are issued pursuant to the vesting of the Units may be registered only in the name of the Employee (or if the Employee so requests, jointly in the name of the Employee and with a member of the Employee’s family, with the right of survivorship, or in the event of the death of Employee, in the name of such survivor of the Employee as the person with the right to receive the Common Shares issuable upon the vesting of the Units shall designate).

     5. *** Protection of Confidential Information ***

          (c) Employee further agrees to hold in a fiduciary capacity for the benefit of the Company all proprietary and confidential information, knowledge, ideas and data, including, without limitation, customer lists and the Company’s products, processes and programs (“Confidential Information”), relating in any way to the present or future business or activities of the Company for as long as such Confidential Information remains confidential. All such Confidential Information, together with all copies thereof and notes and other references thereto, shall remain the sole property of the Company. Employee acknowledges that all Confidential Information is essential to the Company’s present and future business and activities, and is therefore deemed trade secrets and is considered proprietary to, and treated as confidential by, the Company. This obligation of confidentiality is intended to supplement, and is not intended to supersede or limit, the obligations of confidentiality Employee has to the Company by agreement, law or otherwise. If any court of competent jurisdiction shall determine that the foregoing covenants are invalid in any respect, the parties hereto agree that any court so holding may limit such covenant in time, in area or in any other manner which the court determines such that the covenant shall be enforceable against Employee. Employee acknowledges that the remedy at law for any breach of the foregoing covenants will be inadequate, and that the Company shall be entitled, in addition to any remedy at law, to preliminary and permanent injunctive relief.

     6.  Settlement of Disputes

          (a) In consideration of the rights, terms and conditions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Company agree that any claim, controversy and/or dispute between them, arising out of and/or in any way related to (1) Employee’s application for employment, employment and/or termination of employment (collectively “employment-related disputes”) and/or (2) this Agreement (Units disputes), whenever and wherever brought, shall be

5

resolved by arbitration. The Employee agrees that this agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and is fully enforceable. For purposes of this paragraph only, Company shall be defined to include its direct and indirect subsidiaries, and the employees, shareholders, officers, and directors of any of the foregoing entities.

          (b) For employment-related disputes, the Company agrees to pay all the arbitrator’s and arbitration fees and expenses until otherwise ordered by the arbitrator, except that Company shall not be responsible for the Employee’s legal fees and costs, unless awarded to the Employee by the arbitrator. The arbitration shall be governed by the substantive law of the State of Colorado, without giving effect to choice of law principles. A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of employment-related disputes under the then current procedures of the AAA’s National Rules for the Resolution of Employment Disputes (“Rules”). A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of disputes under the then current procedures of the AAA’s Commercial Dispute Resolution Procedures (“Procedures”). Regardless of what the above-mentioned Procedures and Rules state, all arbitration proceedings, including but not limited to hearings, discovery, settlements, and awards shall be confidential and the arbitration and any hearings shall be held in the City and County of Denver, Colorado. The arbitrator’s decision shall be final and binding, and judgment upon the arbitrator’s decision and/or award may be entered in any court of competent jurisdiction.

          (c) The prevailing party in any arbitration of common law claims pursuant to this agreement to arbitrate shall be entitled to its, his, or her reasonable attorneys’ fees and to reimbursement of costs of arbitrator’s fees and arbitration expenses. Nothing in this Agreement shall require Employee to reimburse Company for its attorneys’ fees and costs, including arbitration fees and costs, incurred when Company prevails in defense of any statutory claim of unlawful discrimination, unless said claim brought by Employee is frivolous, unreasonable or without foundation, or Employee continues to prosecute a claim after the claim became frivolous, unreasonable or without foundation. In the event either party hereto files a judicial or administrative action asserting claims subject to this arbitration provision, and the other party successfully stays such action and/or compels arbitration of the claims made in such an action, the party filing the administrative or judicial action shall pay the other party’s reasonable attorneys’ fees and costs incurred in obtaining a stay and/or compelling arbitration.

          (d) Notwithstanding the foregoing, this agreement to arbitrate all employment-related claims shall not apply to Employee claims for statutory unemployment compensation benefits, statutory worker’s compensation benefits, and claims for benefits from a Company-sponsored “employee benefit plan,” as that term is defined in 29 U.S.C. §1002(3). Further, and notwithstanding the foregoing, Company shall have the right to seek any temporary restraining orders, preliminary and/or permanent injunctions in a court of competent jurisdiction based on Company’s claims that the Employee is violating Company’s rights regarding ***, (2) intellectual property, including but not limited to copyrights, patent rights, trade secrets, know-how and/or (3) confidential information.

          (e) If any provision of this agreement to arbitrate is declared by any court of competent jurisdiction to be invalid for any reason, the remaining provisions of this agreement to arbitrate shall be fully enforceable to the maximum extent permitted by law. This Agreement

6

supersedes and renders void any prior agreement(s) to arbitrate between Employee and Company, and there are no agreements, verbal or written or otherwise, between the parties hereto regarding arbitration of employment-related disputes and Units disputes other than as expressly set forth in this Agreement. Other than as set forth above regarding venue, governing law and the confidential nature of proceedings, in the event of a conflict between the AAA Rules and/or Procedures, and this Agreement, the terms of the applicable Procedures and Rules shall control.

          (f) THE RIGHT TO A TRIAL, TO A TRIAL BY JURY, AND TO COMMON LAW CLAIMS FOR PUNITIVE AND/OR EXEMPLARY DAMAGES ARE OF VALUE AND ARE WAIVED PURSUANT TO THIS AGREEMENT. Other than potential rights to a trial, a jury trial, and common law claims for punitive and/or exemplary damages, nothing in this agreement to arbitrate limits any statutory remedy to which the Employee may be entitled under law.

          (g) The parties acknowledge that this agreement shall not alter the at-will nature of their employment relationship MEANING THAT YOU MAY TERMINATE YOUR EMPLOYMENT WITH THE COMPANY AT ANY TIME WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE, AND THE COMPANY RESERVES THE SAME RIGHTS TO TERMINATE YOUR EMPLOYMENT.

     7.  Miscellaneous

          (a) The Units are issued pursuant to the Plan and are subject to its terms. The terms of the Plan are available for inspection during normal business hours at the principal offices of the Company.

          (b) This Agreement shall not confer on Employee any right with respect to continuance of employment by the Company or any of its subsidiaries, nor will it interfere in any way with the right of the Company to terminate such employment or to demote Employee at any time for any reason. Employee shall have none of the rights of a shareholder with respect to shares subject to the Units until such shares shall have been issued to Employee in accordance with this Agreement.

          (c) The vesting of the Units and the issuance of any Common Shares in exchange for the Units shall only be effective at such time that the issuance and sale of Common Shares prior or pursuant to such vesting will not violate any state or federal securities or other laws.

          (d) If there shall be any change in the Common Shares of the Company through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, and all or any portion of the Units shall not have been exchanged for Common Shares or have been terminated or expired, then appropriate adjustments shall be made by the Company, as determined in the sole discretion of the Board of Directors, or the Committee at its discretion, in order to prevent dilution or enlargement of Employee’s rights under the Units. Such adjustments shall include, where appropriate, changes in the number of shares of Common Shares subject to the outstanding Units. Notwithstanding the above, in no event shall action be

7

taken which would modify the treatment of the Units under the Code without the agreement of the Company and the Employee.

          (e) The Company shall at all times during the term of the Units reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement. If the Company in its sole discretion so elects, it may register the Common Shares issuable upon the vesting of the Units under the Securities Act of 1933, as amended (the “Securities Act”), and on any securities exchange. In the absence of such election, the Employee understands that neither the Units nor the Common Shares subject thereto and issuable upon the vesting of the Units thereof will be registered under the Securities Act, or tradeable on any securities exchange, and the Employee represents that the Units are being acquired, and that such Common Shares which will be acquired pursuant to the Units will be acquired, by the Employee for investment and not with a view to distribution thereof.

     In the absence of an effective Prospectus meeting the requirements of the Securities Act, upon any sale or transfer of the Common Stock issued pursuant to the Units, the Employee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or transfer of the Common Shares does not violate any provision of the Securities Act or the Securities Exchange Act of 1934, as amended, and the certificates for the Common Shares purchased may bear, in that event, the following legend:

“The shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or state securities laws, and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act and compliance with any applicable state securities laws, or pursuant to an exemption therefrom, the availability of which must be established to the satisfaction of the Company.”

          (f) The holder of the Units will not have any right to dividends or any other right of a shareholder with respect to the Common Shares subject to the Units until such Common Shares shall have been issued to the Employee, upon the vesting of the Units and in accordance with this Agreement and the Plan (as evidenced by the records of the transfer agent of the Company).

          (g) Employee agrees to treat with confidentiality the existence, terms and conditions of the Units, and agrees that failure to do so may result in immediate termination of the Units.

          (h) This Agreement sets forth the entire, final and complete understanding between the parties hereto relevant to the subject matter of this Agreement, and it supersedes and replaces all previous understandings or agreements, written, oral, or implied, relevant to the subject matter of this Agreement made or existing before the date of this Agreement. Except as expressly provided by this Agreement, no waiver or modification of any of the terms or conditions of this Agreement shall be effective unless in writing and signed by both parties. The failure of any party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or similar nature.

8

          (i) The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof. In the event that a court of competent jurisdiction determines that any term or provision herein, or the application thereof to any person, entity, or circumstance, shall to any extent be invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and shall be interpreted as if the invalid term or provision were not a part hereof. Any provision of this Agreement which logically would be expected to survive termination or expiration, shall survive for a reasonable time period under the circumstances, whether or not specifically provided in this Agreement.

          (j) In the event the Company provides Employee (or anyone acting on behalf of Employee) with summary or other information concerning, including, or otherwise relating to Employee’s rights or benefits under this Agreement (including without limitation the Units, and any vesting thereof), such summary or other information shall in all cases be qualified in its entirety by this Agreement and, unless it explicitly states otherwise and is signed by an officer of the Company, shall not constitute an amendment or other modification hereto.

9

IN WITNESS WHEREOF, the parties hereto have signed this Restricted Stock Unit Agreement to be effective as of the date first written above.

10

1999 STOCK INCENTIVE PLAN

Explanation of Beneficiary Designation

The 1999 Stock Incentive Plan provides that although common shares issuable upon vesting of a restricted stock unit are able to be issued during the Employee’s lifetime only to him or her, common shares issued upon vesting of a restricted stock unit may be issued after the death of any Employee (if it has not otherwise terminated or been granted in full) to the person whom the Employee shall have designated as Beneficiary or, if no designation has been made, to the person to whom the Employee’s rights shall have passed by Will or the laws of descent and distribution. (Note: A restricted stock unit is not otherwise assignable or transferable.)

The right to designate Beneficiaries could provide certain advantages including avoidance of probate (and attendant costs) with respect to receipt of shares issued in exchange for the Units. Since the individual circumstances of each Employee differ, however, and since the Company cannot warrant the validity or effect of such a designation of Beneficiary, it is recommended that you consult your personal tax advisor before making any decision, particularly if you propose to designate a trust as Beneficiary.

Please indicate your decision on both copies of the accompanying Restricted Stock Unit Agreement, date, sign, and return one copy as soon as possible. Please note that your decision thereon will apply only to the Units evidenced by the accompanying Restricted Stock Unit Agreement and only until you receive the shares issued upon vesting of the Units. It does not apply to any future grants of Units since a separate election is made with each grant of Units that may be granted. If you wish to change a Beneficiary on any grant of Units, please let us know.

If you elect to designate a Beneficiary or Beneficiaries, insert their name or names where indicated in accordance with the instructions.

11

INSTRUCTIONS FOR DESIGNATION OF BENEFICIARY (RESTRICTED STOCK UNITS)

If more than one Beneficiary is designated, the Beneficiaries will share equally unless otherwise indicated.

When two or more Beneficiaries are designated, and they are not to share equally, show the percentages each Beneficiary is to receive.

If a married woman is designated show her full given name — for example: Mary J. Doe, not Mrs. John H. Doe.

If a trust company is designated, the designation should be expressed as follows: “First Trust Company of Hartford, Conn., as trustee under trust Agreement dated January 1, 1999.”

     If you wish to designate both a primary Beneficiary and a contingent Beneficiary in the event the primary Beneficiary is not living at the time of your death, wording similar to that shown in the following examples should be used; the word “Contingent” or any similar expression should not be used in Beneficiary designations.

     Note: The relationship should always be shown after the name of the Beneficiary .

12

DESIGNATION OF BENEFICIARY

Check One Complete As Applicable and Sign

—		I do not wish to designate a Beneficiary at this time; it is my desire that any right to receive shares upon the vesting of these restricted stock units after my death pass by my Will or the laws of descent and distribution to my Successor(s)
—		In the event of my death it is my desire that any right to receive shares upon vesting of these restricted stock units pass to the following Beneficiary(ies):

           Name            Relationship            Address

(If more than one Beneficiary is named, the Beneficiaries shall share equally in the rights unless otherwise stated above.)

Unless otherwise expressly provided, if any Beneficiary above-designated predeceases Employee, any rights shall pass equally to the remaining designated Beneficiary(ies), if any, who survive the Employee, but if no designated Beneficiary survives Employee, any rights shall pass to Employee’s estate.

Employee may change the above designation(s) by filing written notice with the Company.

The designation herein is subject to all the terms and conditions of the Plan and all applicable laws, rules and regulations. In addition, the Company may require an indemnity and/or other assurances from the Beneficiary(ies) or Successor(s) in connection with the vesting of any rights by such Beneficiary(ies) or Successor(s) under this restricted stock unit.

13

Exhibit 99.5

INCENTIVE STOCK OPTION AGREEMENT

     This Incentive Stock Option Agreement (“Agreement”) is entered into effective as of «date», by and between EchoStar Communications Corporation, a Nevada corporation (the “Company”), and «name» (“Employee”).

RECITAL

     WHEREAS, the Company, pursuant to its 1999 Stock Incentive Plan (the “Option Plan”) and its Long-Term Incentive Plan (the “Long Term Plan”), desires to grant this stock option to Employee, and Employee desires to accept such stock option, each under the terms and conditions set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Grant of Option

          The Company hereby grants to Employee, as of the date set forth above, the right and option (hereinafter called “the Option”) to purchase all or any part of an aggregate of «Shares» shares of the Class A Common Stock of the Company, par value $0.01 per share (the “Common Shares”), at the price of «Price» per share (the “Option Price”), on the terms and conditions set forth herein, which price was equal to or greater than the fair market value of a Common Share on the date of grant. The Option Price is subject to adjustment as provided in this Agreement, the Option Plan and the Long Term Plan. This Option is intended to be an incentive stock option (an “ISO”) within the meaning of the Internal Revenue Code of 1986, as amended, and regulations thereunder (the “Code”).

          Employee understands that to the extent that the aggregate fair market value (determined at the time the Option was granted) of the Common Shares with respect to which all options (that are ISOs within the meaning of the Code) are exercisable for the first time by Employee during any calendar year exceeds $100,000, in accordance with Section 422(d) of the Code, such options shall be treated as options that do not qualify as ISOs.

1

2. Duration and Exercisability

          (a) Subject to the terms and conditions set forth herein, this Option shall vest in cumulative installments as follows:

Notwithstanding the foregoing vesting schedule, no portion of the Option shall be exercisable unless and until the Company achieves its long term goal (the “Long Term Goal”), as provided in Section 2(f) hereof.

     (b) During the lifetime of Employee, the Option shall be exercisable only by Employee and shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution. Without limiting the generality of the foregoing, this Option may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of this Option or any attempt to make any such levy of execution, attachment or other process will cause this Option to terminate immediately, unless the Board of Directors (or the Compensation Committee), in its/their sole discretion, specifically waive(s) applicability of this provision.

     (c) Notwithstanding anything to the contrary contained herein, the Option will terminate and be lost forever as of ten (10) years after the date of grant.

     (d) It is intended that this Option will qualify as an ISO pursuant to the Code. The Company assumes no responsibility for individual income taxes, penalties or interest related to grant, exercise or subsequent disposition of stock pursuant to the Option. Additionally, the Company assumes no responsibility in the event that this Option, or the tax treatment related thereto, is ultimately other than the tax treatment currently afforded for ISOs, whether such differing treatment is the result of changes in the tax laws, a disqualifying disposition by Employee, or for any other reason. Employee should consult with employee’s personal tax advisor regarding the tax ramifications, if any, which result from receipt or exercise of this Option, and subsequent disposition of Common Shares. If in the Company’s sole discretion it is necessary or appropriate to collect federal, state or local taxes in connection with the exercise

2

of any portion of this Option, the Company shall be entitled to require the payment of such amounts as a condition to exercise.

     (e) In considering the exercise of this Option, Employee should use the same independent investment judgment that Employee would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guaranties are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will develop in the future. No representations are made by the Company except as contained in any active registration statement at the time of exercise of the Option, on file with the United States Securities and Exchange Commission relating to the Option Plan. ***

3. Effect of Termination of Employment; Death or Disability; Demotion

     (a) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than Employee’s serious misconduct or Employee’s death or disability (as such term is defined in Section 3(c) hereof), Employee shall have the right to exercise the Option at any time within one (1) month after such termination of employment, to the extent of the full number of Common Shares Employee was entitled to exercise under the Option on the date of termination, subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable (whether vested or unvested) after the expiration of the term of the Option. Retirement, whether or not pursuant to any retirement or pension plan of the Company, shall be deemed to be a termination of employment for all purposes of this Agreement. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

     (b) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, by reason of Employee’s serious misconduct during the course of employment, including but not limited to wrongful appropriation of the Company’s funds, theft of Company property or other reasons as determined by the Company, *** , the Option shall be terminated and cannot be exercised, as of the date of the misconduct or violation. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

     (c) If Employee shall die while in the employ of Company or a subsidiary, or within one (1) month after termination of employment for any reason other than serious misconduct, or if employment is terminated because Employee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, and Employee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12)

3

months after Employee’s death or date of termination of employment for disability by Employee, personal representatives or administrators, executor or guardians of Employee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares the Employee was entitled to purchase under the Option on the date of death, termination of employment, if earlier, or date of termination for such disability and subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable after the expiration of the term of the Option.

     (d) If Employee is demoted (but remains employed) by the Company or its subsidiaries from Employee’s current level (i.e., senior executive, vice president, director, manager, or other level held by Employee on the date of this Agreement), this Option shall continue in force, until otherwise terminated, with respect to the portion of the Option in which Employee is vested on the date of demotion, and any portion of the Option not vested on or prior to the date of demotion shall forever terminate as of the date of demotion.

4. Manner of Exercise

     (a) The Option can be exercised only by Employee or other proper party, in whole Common Shares, by delivering within the Option period written notice in person or by certified mail to the Company at its principal office in the form to be provided by the Company at the time Employee desires to exercise. All notices to the Company shall be addressed to it at its office at 5701 South Santa Fe Drive, Littleton, Colorado, 80120, Attn: Corporate Secretary, or to such other address or person as the Company may notify Employee from time to time. The notice shall be signed by the person entitled to exercise the Option and shall state, among other things, the number of Common Shares as to which the Option is being exercised, shall contain a representation and agreement as to the Employee’s investment intent with respect to the Common Shares in form satisfactory to the Company’s counsel (unless a Prospectus meeting applicable requirements of the Securities Act of 1933, as amended, is in effect for the Common Shares being purchased pursuant to exercise of this Option), and be accompanied by payment in full of the Option price for all shares designated in the notice. All notices to Employee or other person or persons then entitled to exercise this Option shall be addressed to the Employee or such other person(s) at the Employee’s address specified below, or to such other address as Employee or such person(s) may notify the Company from time to time.

     (b) Employee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier’s check.

     (c) Unless notified by the Company to the contrary, the Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company, within five (5) business days following the date that counsel for the Company determines that all requisite

4

events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares until it has confirmed to its satisfaction, that all events requisite for exercise have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished.

     (d) The certificate or certificates for the Common Shares as to which this Option shall be exercised may be registered only in the name of the Employee (or if the Employee so requests in the notice exercising this Option, jointly in the name of the Employee and with a member of the Employee’s family, with the right of survivorship, or in the event of the death of Employee, in the name of such survivor of the Employee as the person with the right to exercise shall designate).

5. *** Protection of Confidential Information ***

     (c) Employee further agrees to hold in a fiduciary capacity for the benefit of the Company all proprietary and confidential information, knowledge, ideas and data, including, without limitation, customer lists and the Company’s products, processes and programs (“Confidential Information”), relating in any way to the present or future business or activities of the Company for as long as such Confidential Information remains confidential. All such Confidential Information, together with all copies thereof and notes and other references thereto, shall remain the sole property of the Company. Employee acknowledges that all Confidential Information is essential to the Company’s present and future business and activities, and is therefore deemed trade secrets and is considered proprietary to, and treated as confidential by, the Company. This obligation of confidentiality is intended to supplement, and is not intended to supersede or limit, the obligations of confidentiality Employee has to the Company by agreement, law or otherwise. If any court of competent jurisdiction shall determine that the foregoing covenants are invalid in any respect, the parties here to agree that any court so holding may limit such covenant in time, in area or in any other manner which the court determines such that the covenant shall be enforceable against Employee. Employee acknowledges that the remedy at law for any breach of the foregoing covenants will be inadequate, and that the Company shall be entitled, in addition to any remedy at law, to preliminary and permanent injunctive relief.

6. Miscellaneous

     (a) This Option is issued pursuant to the Option Plan and the Long Term Plan, and is subject to their terms. The terms of the Option Plan and the Long Term Plan are available for inspection during normal business hours at the principal offices of the Company.

     (b) This Agreement shall not confer on Employee any right with respect to continuance of employment by the Company or any of its subsidiaries, nor will it interfere in any way with the right of the Company to terminate such employment or to demote Employee at any

5

time for any reason. Employee shall have none of the rights of a shareholder with respect to shares subject to this Option until such shares shall have been issued to Employee upon exercise of this Option.

     (c) The exercise of all or any parts of this Option shall only be effective at such time that the issuance and sale of Common Shares prior or pursuant to such exercise will not violate any state or federal securities or other laws.

     (d) If there shall be any change in the Common Shares of the Company through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, and all or any portion of the Option shall then be exercised and not yet expired, then appropriate adjustments shall be made by the Company, as determined in the sole discretion of the Board of Directors and/or the Compensation Committee, at its/their discretion, in order to prevent dilution or enlargement of Employee’s rights under this Option. Such adjustments shall include, where appropriate, changes in the number of shares of Common Shares and the price per share subject to the outstanding Option. Notwithstanding the above, in no event shall action be taken which would modify the treatment of this Option under the Code without the agreement of the Company and the Employee.

     (e) The Company shall at all times during the term of this Option reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement. If the Company in its sole discretion so elects, it may register the Common Shares purchasable upon the exercise of this Option under the Securities Act of 1933, as amended (the “Securities Act”), and on any securities exchange. In the absence of such election, the Employee understands that neither this Option nor the Common Shares subject thereto and issuable upon the exercise thereof will be registered under the Securities Act, or tradable on any securities exchange, and the Employee represents that this Option is being acquired, and that such Common Shares which will be acquired pursuant to the exercise of this Option will be acquired, by the Employee for investment and not with a view to distribution thereof.

In the absence of an effective Prospectus meeting the requirements of the Securities Act, upon any sale or transfer of the Common Stock purchased upon the exercise of this Option, the Employee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or transfer of the Common Shares does not violate any provision of the Securities Act or other Securities Exchange Act of 1934, as amended, and the certificates for the Common Shares purchased may bear, in that event, the following legend:

“The shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or state securities laws, and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant

6

to an effective registration statement under the Act and compliance with any applicable state securities laws, or pursuant to an exemption therefrom, the availability of which must be established to the satisfaction of the Company.”

     (f) If Employee shall dispose of any of the Common Shares of the Company acquired by Employee pursuant to the exercise of this Option within two (2) years from the date this Option was granted or within one (1) year after the transfer of any such shares to Employee upon exercise of this Option, then, in order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it under the circumstances, Employee shall promptly notify the Company of the dates of acquisition and disposition of such shares, the number of shares so disposed of, and the consideration, if any, received for such shares. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to insure: (i) notice to the Company of any disposition of the Common Shares of the Company within the time periods described above; and (ii) that, if necessary, all applicable federal or state payroll, withholding, income or other taxes are withheld or collected from Employee.

     (g) The holder of this Option will not have any right to dividends or any other right of a shareholder with respect to the Common Shares subject to this Option until such Common Shares shall have been issued to the Employee, upon the exercise of this Option and the consummation of the purchase of such Common Shares (as evidenced by the records of the transfer agent of the Company).

     (h) Employee agrees to treat with confidentiality the existence, terms and conditions of this Option, and agrees that failure to do so may result in immediate termination of this Option.

          (i) This agreement shall be construed by and governed in accordance with the laws of the State of Colorado, without regard to its choice of law provisions. The federal and state courts located in the State of Colorado shall have exclusive jurisdiction to hear and determine any claims, disputes, actions or suits which may arise under or out of this Agreement. The parties voluntarily consent to the personal jurisdiction of, and waive any objection as to venue in, such courts for such purposes.

7

     IN WITNESS WHEREOF, the parties hereto have signed this Incentive Stock Option Agreement to be effective as of the date first written above.

8

1999 STOCK INCENTIVE PLAN

Explanation of Beneficiary Designation

The 1999 Stock Incentive Plan provides that although an option is exercisable during the optionee’s lifetime only by him or her, an option may be exercised after the death of any optionee (if it has not otherwise terminated or been exercised in full) by the person whom the optionee shall have designated as Beneficiary or, if no designation has been made, by the person to whom the optionee’s rights shall have passed by Will or the laws of descent and distribution. (Note: An option is not otherwise assignable or transferable.)

The right to designate Beneficiaries could provide certain advantages including avoidance of probate (and attendant costs) with respect to the option. Since the individual circumstances of each optionee differ, however, and since the Company cannot warrant the validity or effect of such a designation of Beneficiary, it is recommended that you consult your personal tax advisor before making any decision, particularly if you propose to designate a trust as Beneficiary.

Please indicate your decision on both copies of the accompanying Stock Option Agreement, date, sign, and return one copy as soon as possible. Please note that your decision thereon will apply only to the Optioned Shares evidenced by the accompanying Stock Option Agreement and only until you exercise the option as to those shares. It does not apply to any future option since a separate election is made with each option that may be granted; nor will it apply to any shares as to which you exercise the option. If you wish to change a Beneficiary on any option, please let us know.

If you elect to designate a Beneficiary or Beneficiaries, insert their name or names where indicated in accordance with the instructions.

9

INSTRUCTIONS FOR DESIGNATION OF BENEFICIARY (STOCK OPTIONS)

If more than one Beneficiary is designated, the Beneficiaries will share equally unless otherwise indicated.

When two or more Beneficiaries are designated, and they are not to share equally, show the percentages each Beneficiary is to receive.

If a married woman is designated show her full given name — for example: Mary J. Doe, not Mrs. John H. Doe.

If a trust company is designated, the designation should be expressed as follows: “First Trust Company of Hartford, Conn., as trustee under trust Agreement dated January 1, 1999.”

If you wish to designate both a primary Beneficiary and a contingent Beneficiary in the event the primary Beneficiary is not living at the time of your death, wording similar to that shown in the following examples should be used; the word “Contingent” or any similar expression should not be used in Beneficiary designations.

10

Note: The relationship should always be shown after the name of the Beneficiary .

11

DESIGNATION OF BENEFICIARY

Check One Complete As Applicable and Sign

12

Exhibit 99.6

OPTION AGREEMENT

     This Option Agreement (“Agreement”) is entered into as of ___, between EchoStar Communications Corporation, a Nevada corporation, (the “Company”), and ___, (“Participant”).

RECITAL

     WHEREAS, the Company, pursuant to its 2001 Nonemployee Director Stock Option Plan (the “Plan”) desires to grant this stock option to Participant, and Participant desires to accept such stock option, each under the terms and conditions set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

     1.  Grant of Option

     The Company hereby grants to Participant, as of the date set forth above, the right and option (hereinafter called “the Option”) to purchase all or any part of an aggregate of <Number> shares of the Class A Common Stock of the Company, par value $0.01 per share (the “Common Shares”), at the price of $ _____ per share (the “Option Price”), on the terms and conditions set forth herein, which price was equal to or greater than the fair market value of a Common Share on the date of grant. The Option price is subject to adjustment as provided in this Agreement and the Plan. This Option is intended to be a nonstatutory stock option (an “NSO”) that does not qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1996, as amended, and regulations thereunder (the “Code”).

     2.  Duration and Exercisability

          (a) Subject to the terms and conditions set forth in the Plan, this Option shall vest on the date of grant which is the date first written above.

          (b) During the lifetime of Participant, the Option shall be exercisable only by Participant and shall not be assignable or transferable by Participant, other than by will or the laws of descent and distribution. Without limiting the generality of the foregoing, this Option may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process within six months after the date of the grant of the Option. Any assignment, transfer, pledge, hypothecation or other disposition of this Option or any attempt to make any such levy of execution, attachment or other process will cause this Option to terminate immediately, unless the Board (or the Committee), in its sole discretion, specifically waives applicability of this provision.

          (c) This Option shall expire, to the extent not exercised, five (5) years from the date on which the Option was granted. For example, with respect to the Option which becomes exercisable on the date of grant, any portion which has not been exercised on or before the date which is five years following the grant, shall expire and be of no further force or effect on that date.

          (d) The Company assumes no responsibility for individual income taxes, penalties or interest related to grant, exercise or subsequent disposition of stock pursuant to the Option. Participant should consult with Participant’s personal tax advisor regarding the tax ramifications, if any, which result from receipt or exercise of this Option, and subsequent disposition of Common Shares. If in the Company’s sole discretion it is necessary or appropriate to collect federal, state or local taxes in connection with the exercise of any portion of this Option, the Company shall be entitled to require the payment of such amounts as a condition to exercise.

          (e) In considering the exercise of this Option, Participant should use the same independent investment judgment that Participant would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guaranties are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will develop in the future. No representations are made by the Company except as contained in any active registration statement at the time of exercise of the Option, on file with the United States Securities and Exchange Commission relating to the Option Plan.

     3.  Effect of Termination of Director’s Status Before Exercise

          (a) In the event that Participant shall cease to be a director of the Company for any reason other than Participant’s disability (as such term is defined in Section 3(b) hereof), any portion of the Option then held by the Participant shall remain exercisable after the termination of his or her director’s status for a period of three months (but in no event beyond five years from the date of grant of the Option).

          (b) If Participant shall die while serving as a nonemployee director of the Company or if Participant’s director status is terminated because Participant has become disabled (within the meaning of Code Section 22(e)(3)) while serving as a nonemployee director of the Company, and Participant shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Participant’s death or date of termination of his or her directorship for disability (but in no event beyond five years from the date of grant of the Option) by Participant, personal representatives or administrators, executor or guardians of Participant, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares Participant was entitled to purchase under the Option on the date of death, termination of directorship, if earlier, or date of termination for such disability and subject to the condition that no portion of the Option shall be exercisable after the expiration of the term of the Option.

     4.  Manner of Exercise

2

          (a) The Option can be exercised only by Participant or other proper party, in whole Common Shares, by delivering within the Option period written notice in person or by certified mail to the Company at its principal office in the form to be provided by the Company at the time Participant desires to exercise. All notices to the Company shall be addressed to it at its office at 5701 South Santa Fe Drive, Littleton, Colorado, 80120, Attn.: Corporate Secretary, or to such other address or person as the Company may notify Employee from time to time. The notice shall be signed by the person entitled to exercise the Option and shall state, among other things, the number of Common Shares as to which the Option is being exercised, shall contain a representation and agreement as to the Participant’s investment intent with respect to the Common Shares in form satisfactory to the Company’s counsel (unless a Prospectus meeting applicable requirements of the Securities Act of 1933, as amended, is in effect for the Common Shares being purchased pursuant to exercise of this Option), and be accompanied by payment in full of the Option price for all shares designated in the notice. All notices to Participant or other person or persons then entitled to exercise this Option shall be addressed to the Participant or such other person(s) at the Participant’s address specified below, or to such other address as Participant or such person(s) may notify the Company from time to time.

          (b) Participant shall pay the Option price in cash or by certified or bank cashier’s check.

          (c) Unless notified by the Company to the contrary, the Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company, within five (5) business days following the date that counsel for the Company determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares until it has confirmed to its satisfaction, that all events requisite for exercise have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished.

          (d) The certificate or certificates for the Common Shares as to which this Option shall be exercised may be registered only in the name of the Participant (or if the participant so requests in the notice exercising this Option, jointly in the name of the Participant and with a member of the Participant’s family, with the right of survivorship, or in the event of the death of Participant, in the name of such survivor of the Participant as the person with the right to exercise shall designate).

     5.  Protection of Confidential Information

     Participant agrees to hold in a fiduciary capacity for the benefit of the Company all proprietary and confidential information, knowledge, ideas and data, including, without limitation, customer lists and the Company’s products, processes and programs (“Confidential Information”), relating in any way to the present or future business or activities of the Company for as long as such Confidential Information remains confidential. All such Confidential Information, together with all copies thereof and notes and other references thereto, shall remain the sole property of the Company.

3

Participant acknowledges that all Confidential Information is essential to the Company’s present and future business and activities, and is therefore deemed trade secrets and is considered proprietary to, and treated as confidential by, the Company. This obligation of confidentiality is intended to supplement, and is not intended to supersede or limit, the obligations of confidentiality Participant has to the Company by agreement, law or otherwise.

     6.  Miscellaneous

          (a) This Option is issued pursuant to the Plan and is subject to its terms. The terms of the Plan are available for inspection during normal business hours at the principal offices of the Company.

          (b) Participant shall have none of the rights of a shareholder with respect to shares subject to this Option until such shares shall have been issued to Participant upon exercise of this Option. Any Common Stock issued upon the exercise of this Option may not be sold or otherwise disposed of by the Participant within six months after the date of the grant of this Option.

          (c) The exercise of all or any parts of this Option shall only be effective at such time that the issuance and sale of Common Shares prior or pursuant to such exercise will not violate any state or federal securities or other laws.

          (d) If there shall be any change in the Common Shares of the Company through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, and all or any portion of the Option shall then be exercised and not yet expired, then appropriate adjustments shall be made by the Company, as determined in the sole discretion of the Board, or the Committee at its discretion, in order to prevent dilution or enlargement of Participant’s rights under this Option. Such adjustments shall include, where appropriate, changes in the number of shares of Common Shares and the price per share subject to the outstanding Option. Notwithstanding the above, in no event shall action be taken which would modify the treatment of this Option under the Code without the agreement of the Company and the Participant.

          (e) The Company shall at all times during the term of this Option reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement. If the Company in its sole discretion so elects, it may register the Common Shares purchasable upon the exercise of this Option under the Securities Act of 1933, as amended (the “Securities Act”), and on any securities exchange. In the absence of such election, the Participant understands that neither this Option nor the Common Shares subject thereto and issuable upon the exercise thereof will be registered under the Securities Act, or tradeable on any securities exchange, and the Participant represents that this Option is being acquired, and that such Common Shares which will be acquired pursuant to the exercise of this Option will be acquired, by the Participant for investment and not with a view to distribution thereof.

4

     In the absence of an effective Prospectus meeting the requirements of the Securities Act, upon any sale or transfer of the Common Stock purchased upon the exercise of this Option, the Participant shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or transfer of the Common Shares does not violate any provision of the Securities Act or other Securities Exchange Act of 1934, as amended, and the certificates for the Common Shares purchased may bear, in that event, the following legend:

“The shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or state securities laws, and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act and compliance with any applicable state securities laws, or pursuant to an exemption therefrom, the availability of which must be established to the satisfaction of the Company.”

          (f) The holder of this Option will not have any right to dividends or any other right of a shareholder with respect to the Common Shares subject to this Option until such Common Shares shall have been issued to the Participant, upon the exercise of this Option and the consummation of the purchase of such Common Shares (as evidenced by the records of the transfer agent of the Company).

          (g) Participant agrees to treat with confidentiality the existence, terms and conditions of this Option, and agrees that failure to do so may result in immediate termination of this Option.

          (h) The relationship between the parties including all disputes and claims, whether arising in contract, tort, or under statute, shall be governed by and construed in accordance with the laws of the State of Colorado without giving any effect to its conflict of law provisions. Any and all disputes arising out of, or in connection with, the interpretation, performance or the nonperformance of this Agreement or any and all disputes arising out of, or in connection with, transactions in any way related to this Agreement and/or the relationship between the parties (including but not limited to the termination of this Agreement, Participant’s service as a director, and Participant’s rights with respect thereto or disputes under rights granted pursuant to statutes or common law, including those in the state in which Participant is located) shall be litigated solely and exclusively before the United States District Court for the District of Colorado. Participant and Company each consent to the in personam jurisdiction of said court for the purposes of any such litigation, and waive, fully and completely, any right to dismiss and/or transfer any action pursuant to 28 U.S.C.S. 1404 or 1406 (or any successor statute). In the event the United States District Court for the District of Colorado does not have subject matter jurisdiction of said matter, then such matter shall be litigated solely and exclusively before the appropriate state court of competent jurisdiction located in Arapahoe County, State of Colorado.

5

          IN WITNESS WHEREOF, the parties hereto have signed this Option Agreement to be effective as of the date first written above.

6

STOCK OPTION BENEFICIARY INFORMATION

Explanation of Beneficiary Designation

The Stock Option Plan provides that although an option is exercisable during the optionee’s lifetime only by him or her, an option may be exercised after the death of any optionee (if it has not otherwise terminated or been exercised in full) by the person whom the optionee shall have designated as Beneficiary or, if no designation has been made, by the person to whom the optionee’s rights shall have passed by Will or the laws of descent and distribution. (Note: An option is not otherwise assignable or transferable.)

The right to designate Beneficiaries could provide certain advantages including avoidance of probate (and attendant costs) with respect to the option. Since the individual circumstances of each optionee differ, however, and since the Company cannot warrant the validity or effect of such a designation of Beneficiary, it is recommended that you consult your personal tax advisor before making any decision, particularly if you propose to designate a trust as Beneficiary.

Please indicate your decision on both copies of the accompanying Option Agreement, date, sign, and return one copy as soon as possible. Please note that your decision thereon will apply only to the Optioned Shares evidenced by the accompanying Stock Option Agreement and only until you exercise the option as to those shares. It does not apply to any future option since a separate election is made with each option that may be granted; nor will it apply to any shares as to which you exercise the option. If you wish to change a Beneficiary on any option, please let us know.

If you elect to designate a Beneficiary or Beneficiaries, insert their name or names where indicated in accordance with the instructions.

7

INSTRUCTIONS FOR DESIGNATION OF BENEFICIARY (STOCK OPTIONS)

If more than one Beneficiary is designated, the Beneficiaries will share equally unless otherwise indicated.

When two or more Beneficiaries are designated, and they are not to share equally, show the percentages each Beneficiary is to receive.

If a married woman is designated show her full given name — for example: Mary J. Doe, not Mrs. John H. Doe.

If a trust company is designated, the designation should be expressed as follows: “First Trust Company of Hartford, Conn., as trustee under trust Agreement dated January 1, 1969.”

If you wish to designate both a primary Beneficiary and a contingent Beneficiary in the event the primary Beneficiary is not living at the time of your death, wording similar to that shown in the following examples should be used; the word “Contingent” or any similar expression should not be used in Beneficiary designations.

Note: The relationship should always be shown after the name of the Beneficiary .

8

DESIGNATION OF BENEFICIARY

Check One Complete As Applicable and Sign

—

I do not wish to designate a Beneficiary at this time; it is my desire that any right to exercise this option after my death pass by my Will or the laws of descent and distribution to my Successor(s)

—

In the event of my death it is my desire that any right to exercise this option pass to the following Beneficiary(ies):

		(If more than one Beneficiary is named, the Beneficiaries shall share equally in the rights unless otherwise stated above.)
		Unless otherwise expressly provided, if any Beneficiary above-designated predeceases Optionee, any rights shall pass equally to the remaining designated Beneficiary(ies), if any, who survive the Optionee, but if no designated Beneficiary survives Optionee, any rights shall pass to Optionee’s estate.
		Optionee may change the above designation(s) by filing written notice with the Company.
		The designation herein is subject to all the terms and conditions of the Plan and all applicable laws, rules and regulations. In addition, the Company may require an indemnity and/or other assurances from the Beneficiary(ies) or Successor(s) in connection with the exercise of any rights by such Beneficiary(ies) or Successor(s) under this option.

9

Exhibit 99.7

NONQUALIFYING STOCK OPTION AGREEMENT
(2005 LONG-TERM INCENTIVE PLAN)

     This Stock Option Agreement (“Agreement”) is entered into effective as of «date», by and between EchoStar Communications Corporation, a Nevada corporation (the “Company”), and «First_Name» «Last_Name» (“Employee”).

RECITAL

     WHEREAS, the Company, pursuant to its 1999 Stock Incentive Plan (the “Plan”) desires to grant this stock option to Employee, and Employee desires to accept such stock option, each under the terms and conditions set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

     1.  Grant of Option

     The Company hereby grants to Employee, as of the date set forth above, the right and option (hereinafter called “the Option”) to purchase all or any part of an aggregate of «Shares» shares of the Class A Common Stock of the Company, par value $0.01 per share (the “Common Shares”), at the price of «Price_» per share (the “Option Price”), on the terms and conditions set forth herein, which price was equal to or greater than the fair market value of a Common Share on the date of grant. The Option Price is subject to adjustment as provided in this Agreement and the Plan. This Option is intended to be a nonqualifying stock option that does not qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended, and regulations thereunder (the “Code”).

     2.  Duration and Exercisability

     (a) Subject to Section 2(f) below and the other terms and conditions set forth herein, this Option shall vest and may be exercised by Employee in cumulative installments on the following vesting dates (the “Vesting Dates”) as follows:

Notwithstanding the foregoing vesting schedule, no portion of the Option shall be exercisable unless the Company shall have achieved and sustained its Long Term Goal, as defined, and subject to the conditions set forth, in Section 2(f) hereof.

          (b) During the lifetime of Employee, the Option shall be exercisable only by Employee and shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution. Without limiting the generality of the foregoing, this Option may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of this Option or any attempt to make any such levy of execution, attachment or other process will cause this Option to terminate immediately, unless the Board of Directors (or the Committee (as defined in the Plan)), in its sole discretion, specifically waives applicability of this provision.

          (c) This Option shall terminate, and shall cease to be exercisable, ten (10) years after the date of this Agreement.

          (d) The Company assumes no responsibility for individual income taxes, penalties or interest related to grant, exercise or subsequent disposition of stock pursuant to the Option. Employee should consult with employee’s personal tax advisor regarding the tax ramifications, if any, which result from receipt or exercise of this Option, and subsequent disposition of Common Shares. If in the Company’s sole discretion it is necessary or appropriate to collect federal, state or local taxes in connection with the exercise of any portion of this Option, the Company shall be entitled to require the payment of such amounts as a condition to exercise.

          (e) In considering the exercise of this Option, Employee should use the same independent investment judgment that Employee would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guarantees are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will develop in the future. No representations are made by the Company except as contained in any active registration statement at the time of exercise of the Option, on file with the United States Securities and Exchange Commission relating to the Option Plan. ***

     3.  Effect of Termination of Employment; Death or Disability; Demotion

          (a) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than Employee’s serious misconduct or Employee’s death or disability (as such term is defined in Section 3(c) hereof), Employee shall have the right to exercise the Option at any time within one (1) month after such termination of employment, to the extent of the full number of Common Shares Employee was entitled to exercise under the Option on the date of termination, subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable (whether vested

2

or unvested) after the expiration of the term of the Option. Retirement, whether or not pursuant to any retirement or pension plan of the Company, shall be deemed to be a termination of employment for all purposes of this Agreement. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

          (b) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, by reason of Employee’s serious misconduct during the course of employment, including but not limited to wrongful appropriation of the Company’s funds, theft of Company property or other reasons as determined by the Company, *** the Option shall be terminated and cannot be exercised, as of the date of the misconduct or violation. The termination of this Option by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

          (c) If Employee shall die while in the employ of Company or a subsidiary, or within one (1) month after termination of employment for any reason other than serious misconduct, or if employment is terminated because Employee has become disabled (within the meaning of Code Section 22(e)(3)) while in the employ of the Company or a subsidiary, and Employee shall not have fully exercised the Option, such Option may be exercised at any time within twelve (12) months after Employee’s death or date of termination of employment for disability by Employee, personal representatives or administrators, executor or guardians of Employee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of shares the Employee was entitled to purchase under the Option on the date of death, termination of employment, if earlier, or date of termination for such disability and subject to the condition that any portion of the Option not exercised within that period shall terminate and cannot be exercised following expiration of that period, and that no portion of the Option shall be exercisable after the expiration of the term of the Option.

          (d) If Employee is demoted (but remains employed) by the Company or its subsidiaries from Employee’s current level (i.e., senior executive, vice president, director, manager, or other level), this Option shall continue in force, until otherwise terminated, with respect to the full number of Common Shares Employee was entitled to exercise under the Option on the date of demotion, and any portion of the Option not vested or otherwise not exercisable prior to the date of demotion shall forever terminate as of the date of demotion.

     4.  Manner of Exercise

          (a) The Option can be exercised only by Employee or other proper party, in whole Common Shares, by delivering within the Option period written notice in person or by certified mail to the Company at its principal office in the form to be provided by the Company at the time Employee desires to exercise. All notices to the Company shall be addressed to it at its office at 9601 S. Meridian Blvd., Englewood, Colorado, 80112, Attn: Corporate Secretary, or to such other address or person as the Company may notify Employee from time to time. The notice shall be signed by the person entitled to exercise the Option and shall state, among other things, the number of Common Shares as to which the Option is being exercised, shall contain a representation and agreement as to the Employee’s investment intent with respect to the Common Shares in form satisfactory to the Company’s counsel (unless a Prospectus meeting applicable requirements of the Securities Act of 1933, as amended, is in effect for the Common

3

Shares being purchased pursuant to exercise of this Option), and be accompanied by payment in full of the Option price for all shares designated in the notice. All notices to Employee or other person or persons then entitled to exercise this Option shall be addressed to the Employee or such other person(s) at the Employee’s address specified below, or to such other address as Employee or such person(s) may notify the Company from time to time.

          (b) Employee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier’s check.

          (c) Unless notified by the Company to the contrary, the Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company, within five (5) business days following the date that counsel for the Company determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares until it has confirmed to its satisfaction, that all events requisite for exercise have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished.

          (d) The certificate or certificates for the Common Shares as to which this Option shall be exercised may be registered only in the name of the Employee (or if the Employee so requests in the notice exercising this Option, jointly in the name of the Employee and with a member of the Employee’s family, with the right of survivorship, or in the event of the death of Employee, in the name of such survivor of the Employee as the person with the right to exercise shall designate).

     5. *** Protection of Confidential Information ***

          (c) Employee further agrees to hold in a fiduciary capacity for the benefit of the Company all proprietary and confidential information, knowledge, ideas and data, including, without limitation, customer lists and the Company’s products, processes and programs (“Confidential Information”), relating in any way to the present or future business or activities of the Company for as long as such Confidential Information remains confidential. All such Confidential Information, together with all copies thereof and notes and other references thereto, shall remain the sole property of the Company. Employee acknowledges that all Confidential Information is essential to the Company’s present and future business and activities, and is therefore deemed trade secrets and is considered proprietary to, and treated as confidential by, the Company. This obligation of confidentiality is intended to supplement, and is not intended to supersede or limit, the obligations of confidentiality Employee has to the Company by agreement, law or otherwise. If any court of competent jurisdiction shall determine that the foregoing covenants are invalid in any respect, the parties hereto agree that any court so holding may limit such covenant in time, in area or in any other manner which the court determines such that the covenant shall be enforceable against Employee. Employee acknowledges that the remedy at law for any breach of the foregoing covenants will be inadequate, and that the Company shall be entitled, in addition to any remedy at law, to preliminary and permanent injunctive relief.

     6.  Settlement of Disputes

4

          (a) In consideration of the rights, terms and conditions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Company agree that any claim, controversy and/or dispute between them, arising out of and/or in any way related to (1) Employee’s application for employment, employment and/or termination of employment (collectively “employment-related disputes”) and/or (2) this Agreement (Option disputes), whenever and wherever brought, shall be resolved by arbitration. The Employee agrees that this agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and is fully enforceable. For purposes of this paragraph only, Company shall be defined to include its direct and indirect subsidiaries, and the employees, shareholders, officers, and directors of any of the foregoing entities.

          (b) For employment-related disputes, the Company agrees to pay all the arbitrator’s and arbitration fees and expenses until otherwise ordered by the arbitrator, except that Company shall not be responsible for the Employee’s legal fees and costs, unless awarded to the Employee by the arbitrator. The arbitration shall be governed by the substantive law of the State of Colorado, without giving effect to choice of law principles. A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of employment-related disputes under the then current procedures of the AAA’s National Rules for the Resolution of Employment Disputes (“Rules”). A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of Option disputes under the then current procedures of the AAA’s Commercial Dispute Resolution Procedures (“Procedures”). Regardless of what the above-mentioned Procedures and Rules state, all arbitration proceedings, including but not limited to hearings, discovery, settlements, and awards shall be confidential and the arbitration and any hearings shall be held in the City and County of Denver, Colorado. The arbitrator’s decision shall be final and binding, and judgment upon the arbitrator’s decision and/or award may be entered in any court of competent jurisdiction.

          (c) The prevailing party in any arbitration of common law claims pursuant to this agreement to arbitrate shall be entitled to its, his, or her reasonable attorneys’ fees and to reimbursement of costs of arbitrator’s fees and arbitration expenses. Nothing in this Agreement shall require Employee to reimburse Company for its attorneys’ fees and costs, including arbitration fees and costs, incurred when Company prevails in defense of any statutory claim of unlawful discrimination, unless said claim brought by Employee is frivolous, unreasonable or without foundation, or Employee continues to prosecute a claim after the claim became frivolous, unreasonable or without foundation. In the event either party hereto files a judicial or administrative action asserting claims subject to this arbitration provision, and the other party successfully stays such action and/or compels arbitration of the claims made in such an action, the party filing the administrative or judicial action shall pay the other party’s reasonable attorneys’ fees and costs incurred in obtaining a stay and/or compelling arbitration.

          (d) Notwithstanding the foregoing, this agreement to arbitrate all employment-related claims shall not apply to Employee claims for statutory unemployment compensation benefits, statutory worker’s compensation benefits, and claims for benefits from a Company-sponsored “employee benefit plan,” as that term is defined in 29 U.S.C. §1002(3). Further, and notwithstanding the foregoing, Company shall have the right to seek any temporary restraining orders, preliminary and/or permanent injunctions in a court of competent jurisdiction based on Company’s claims that the Employee is violating Company’s rights regarding ***, (2)

5

intellectual property, including but not limited to copyrights, patent rights, trade secrets, know-how and/or (3) confidential information.

          (e) If any provision of this agreement to arbitrate is declared by any court of competent jurisdiction to be invalid for any reason, the remaining provisions of this agreement to arbitrate shall be fully enforceable to the maximum extent permitted by law. This Agreement supersedes and renders void any prior agreement(s) to arbitrate between Employee and Company, and there are no agreements, verbal or written or otherwise, between the parties hereto regarding arbitration of employment-related disputes and Option disputes other than as expressly set forth in this Agreement. Other than as set forth above regarding venue, governing law and the confidential nature of proceedings, in the event of a conflict between the AAA Rules and/or Procedures, and this Agreement, the terms of the applicable Procedures and Rules shall control.

          (f) THE RIGHT TO A TRIAL, TO A TRIAL BY JURY, AND TO COMMON LAW CLAIMS FOR PUNITIVE AND/OR EXEMPLARY DAMAGES ARE OF VALUE AND ARE WAIVED PURSUANT TO THIS AGREEMENT. Other than potential rights to a trial, a jury trial, and common law claims for punitive and/or exemplary damages, nothing in this agreement to arbitrate limits any statutory remedy to which the Employee may be entitled under law.

          (g) The parties acknowledge that this agreement shall not alter the at-will nature of their employment relationship MEANING THAT YOU MAY TERMINATE YOUR EMPLOYMENT WITH THE COMPANY AT ANY TIME WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE, AND THE COMPANY RESERVES THE SAME RIGHTS TO TERMINATE YOUR EMPLOYMENT.

     7.  Miscellaneous

          (a) This Option is issued pursuant to the Plan and is subject to its terms. The terms of the Plan are available for inspection during normal business hours at the principal offices of the Company.

          (b) This Agreement shall not confer on Employee any right with respect to continuance of employment by the Company or any of its subsidiaries, nor will it interfere in any way with the right of the Company to terminate such employment or to demote Employee at any time for any reason. Employee shall have none of the rights of a shareholder with respect to shares subject to this Option until such shares shall have been issued to Employee upon exercise of this Option.

          (c) The exercise of all or any parts of this Option shall only be effective at such time that the issuance and sale of Common Shares prior or pursuant to such exercise will not violate any state or federal securities or other laws.

          (d) If there shall be any change in the Common Shares of the Company through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, and all or any portion of the Option shall then be exercised and not yet expired, then appropriate adjustments shall be made by the Company, as determined in the sole discretion of the Board of Directors, or the Committee at its discretion, in order to prevent dilution or enlargement of

6

Employee’s rights under this Option. Such adjustments shall include, where appropriate, changes in the number of shares of Common Shares and the price per share subject to the outstanding Option. Notwithstanding the above, in no event shall action be taken which would modify the treatment of this Option under the Code without the agreement of the Company and the Employee.

          (e) The Company shall at all times during the term of this Option reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement. If the Company in its sole discretion so elects, it may register the Common Shares purchasable upon the exercise of this Option under the Securities Act of 1933, as amended (the “Securities Act”), and on any securities exchange. In the absence of such election, the Employee understands that neither this Option nor the Common Shares subject thereto and issuable upon the exercise thereof will be registered under the Securities Act, or tradeable on any securities exchange, and the Employee represents that this Option is being acquired, and that such Common Shares which will be acquired pursuant to the exercise of this Option will be acquired, by the Employee for investment and not with a view to distribution thereof.

     In the absence of an effective Prospectus meeting the requirements of the Securities Act, upon any sale or transfer of the Common Stock purchased upon the exercise of this Option, the Employee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or transfer of the Common Shares does not violate any provision of the Securities Act or the Securities Exchange Act of 1934, as amended, and the certificates for the Common Shares purchased may bear, in that event, the following legend:

“The shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or state securities laws, and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act and compliance with any applicable state securities laws, or pursuant to an exemption therefrom, the availability of which must be established to the satisfaction of the Company.”

          (f) If Employee shall dispose of any of the Common Shares of the Company acquired by Employee pursuant to the exercise of this Option within two (2) years from the date this Option was granted or within one (1) year after the transfer of any such shares to Employee upon exercise of this Option, then, in order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it under the circumstances, Employee shall promptly notify the Company of the dates of acquisition and disposition of such shares, the number of shares so disposed of, and the consideration, if any, received for such shares. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to insure: (i) notice to the Company of any disposition of the Common Shares of the Company within the time periods described above; and (ii) that, if necessary, all applicable federal or state payroll, withholding, income or other taxes are withheld or collected from Employee.

          (g) The holder of this Option will not have any right to dividends or any other right of a shareholder with respect to the Common Shares subject to this Option until such Common Shares shall have been issued to the Employee, upon the exercise of this Option and

7

the consummation of the purchase of such Common Shares (as evidenced by the records of the transfer agent of the Company).

          (h) Employee agrees to treat with confidentiality the existence, terms and conditions of this Option, and agrees that failure to do so may result in immediate termination of this Option.

          (i) This Agreement sets forth the entire, final and complete understanding between the parties hereto relevant to the subject matter of this Agreement, and it supersedes and replaces all previous understandings or agreements, written, oral, or implied, relevant to the subject matter of this Agreement made or existing before the date of this Agreement. Except as expressly provided by this Agreement, no waiver or modification of any of the terms or conditions of this Agreement shall be effective unless in writing and signed by both parties. The failure of any party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or similar nature.

          (j) The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof. In the event that a court of competent jurisdiction determines that any term or provision herein, or the application thereof to any person, entity, or circumstance, shall to any extent be invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and shall be interpreted as if the invalid term or provision were not a part hereof. Any provision of this Agreement which logically would be expected to survive termination or expiration, shall survive for a reasonable time period under the circumstances, whether or not specifically provided in this Agreement.

          (k) In the event the Company provides Employee (or anyone acting on behalf of Employee) with summary or other information concerning, including, or otherwise relating to Employee’s rights or benefits under this Agreement (including without limitation the Option, and any vesting thereof), such summary or other information shall in all cases be qualified in its entirety by this Agreement and, unless it explicitly states otherwise and is signed by an officer of the Company, shall not constitute an amendment or other modification hereto.

8

IN WITNESS WHEREOF, the parties hereto have signed this Incentive Stock Option Agreement to be effective as of the date first written above.

9

1999 STOCK INCENTIVE PLAN

Explanation of Beneficiary Designation

The 1999 Stock Incentive Plan provides that although an option is exercisable during the optionee’s lifetime only by him or her, an option may be exercised after the death of any optionee (if it has not otherwise terminated or been exercised in full) by the person whom the optionee shall have designated as Beneficiary or, if no designation has been made, by the person to whom the optionee’s rights shall have passed by Will or the laws of descent and distribution. (Note: An option is not otherwise assignable or transferable.)

The right to designate Beneficiaries could provide certain advantages including avoidance of probate (and attendant costs) with respect to the option. Since the individual circumstances of each optionee differ, however, and since the Company cannot warrant the validity or effect of such a designation of Beneficiary, it is recommended that you consult your personal tax advisor before making any decision, particularly if you propose to designate a trust as Beneficiary.

Please indicate your decision on both copies of the accompanying Stock Option Agreement, date, sign, and return one copy as soon as possible. Please note that your decision thereon will apply only to the Optioned Shares evidenced by the accompanying Stock Option Agreement and only until you exercise the option as to those shares. It does not apply to any future option since a separate election is made with each option that may be granted; nor will it apply to any shares as to which you exercise the option. If you wish to change a Beneficiary on any option, please let us know.

If you elect to designate a Beneficiary or Beneficiaries, insert their name or names where indicated in accordance with the instructions.

10

INSTRUCTIONS FOR DESIGNATION OF BENEFICIARY (STOCK OPTIONS)

If more than one Beneficiary is designated, the Beneficiaries will share equally unless otherwise indicated.

When two or more Beneficiaries are designated, and they are not to share equally, show the percentages each Beneficiary is to receive.

If a married woman is designated show her full given name — for example: Mary J. Doe, not Mrs. John H. Doe.

If a trust company is designated, the designation should be expressed as follows: “First Trust Company of Hartford, Conn., as trustee under trust Agreement dated January 1, 1999.”

     If you wish to designate both a primary Beneficiary and a contingent Beneficiary in the event the primary Beneficiary is not living at the time of your death, wording similar to that shown in the following examples should be used; the word “Contingent” or any similar expression should not be used in Beneficiary designations.

Note: The relationship should always be shown after the name of the Beneficiary .

11

DESIGNATION OF BENEFICIARY

Check One Complete As Applicable and Sign

—

I do not wish to designate a Beneficiary at this time; it is my desire that any right to exercise this option after my death pass by my Will or the laws of descent and distribution to my Successor(s)

—

In the event of my death it is my desire that any right to exercise this option pass to the following Beneficiary(ies):

		(If more than one Beneficiary is named, the Beneficiaries shall share equally in the rights unless otherwise stated above.)
		Unless otherwise expressly provided, if any Beneficiary above-designated predeceases Optionee, any rights shall pass equally to the remaining designated Beneficiary(ies), if any, who survive the Optionee, but if no designated Beneficiary survives Optionee, any rights shall pass to Optionee’s estate.
		Optionee may change the above designation(s) by filing written notice with the Company.
		The designation herein is subject to all the terms and conditions of the Plan and all applicable laws, rules and regulations. In addition, the Company may require an indemnity and/or other assurances from the Beneficiary(ies) or Successor(s) in connection with the exercise of any rights by such Beneficiary(ies) or Successor(s) under this option.

12

Exhibit 99.8

RESTRICTED STOCK UNIT AGREEMENT
(2005 LONG-TERM INCENTIVE PLAN)

     This Restricted Stock Unit Agreement (“Agreement”) is entered into effective as of «Date», by and between EchoStar Communications Corporation, a Nevada corporation (the “Company”), and «First_Name» «Last_Name» (“Employee”).

RECITAL

     WHEREAS, the Company, pursuant to its 1999 Stock Incentive Plan (the “Plan”) desires to grant restricted stock units to Employee, and Employee desires to accept such restricted stock units, each under the terms and conditions set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

     1.  Grant of Restricted Stock Units

     The Company hereby grants to Employee, as of the date set forth above, «Units» restricted stock units (hereinafter called the “Units”), each representing the right to receive one share of the Class A Common Stock of the Company, par value $0.01 per share (the “Common Shares”) upon vesting of that Unit on the terms and conditions set forth herein.

     2.  Duration and Vesting

     (a) Subject to Section 2(f) below and the other terms and conditions set forth herein, including, without limitations, payment of all applicable withholding taxes, the Units shall vest in cumulative installments on the following vesting dates (the “Vesting Dates”) as follows:

No Common Shares will be issued in exchange for any Unit until that Unit has vested.

Notwithstanding the foregoing vesting schedule, no portion of the Unit shall be exercisable unless the Company shall have achieved and sustained its Long Term Goal, as defined, and subject to the conditions set forth, in Section 2(f) hereof.

          (b) During the lifetime of Employee, the Units shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution. Without limiting the generality of the foregoing, the Units may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of the Units or any attempt to make any such levy of execution, attachment or other process will cause the Units to terminate immediately, unless the Board of Directors (or the Committee (as defined in the Plan)), in its sole discretion, specifically waives applicability of this provision.

          (c) The Units shall terminate, and no Common Shares will issued in exchange for any Units, ten (10) years after the date of this Agreement.

          (d) The Company assumes no responsibility for individual income taxes, penalties or interest related to grant or vesting of any Unit or the issuance or subsequent disposition of any Common Shares issued in exchange for any Unit. Employee should consult with employee’s personal tax advisor regarding the tax ramifications, if any, which result from receipt of the Units, the subsequent issuance, if any, of Common Shares in Exchange for the Units, and subsequent disposition of any such Common Shares. Employee acknowledges that the Company may be required to withhold federal, state and/or local taxes in connection with the vesting of the Units. No Units will vest unless and until Employee has provided for payment of all applicable withholding taxes as provided below.

               The Employee is ultimately liable and responsible for all taxes owed by the Employee in connection with grant and vesting of the Units, regardless of any action the Company or any of its affiliates take with respect to any tax withholding obligations that arise in connection with the Units. Neither the Company nor any affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Units or the subsequent sale of any Common Shares in exchange for the Units. The Company and its affiliates do not commit and are under no obligation to structure the Units to reduce or eliminate the Employee’s tax liability.

                    (i) Payment of Withholding Taxes. Prior to vesting, the Employee must arrange for the satisfaction of the minimum amount of any and all tax withholding obligations using one of the options set forth in Sections 2(d)(i) (1) and 2(d)(i)(2) below:

                         (1) By Sale of Shares. Unless the Employee determines (or is required) to satisfy the tax withholding obligations by some other means in accordance with Section 2(d)(i)(2) below, the Employee’s acceptance of the Units constitutes the Employee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Employee’s behalf a whole number of Common Shares from those Common Shares issuable to the Employee upon vesting of the Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum amount of any and all applicable tax withholding obligations. Such Common Shares will be sold on the day such tax withholding obligation arises (e.g., a vesting

2

date of the Units) or as soon thereafter as practicable. The Employee will be responsible for all brokers’ fees and other costs of sale, and the Employee agrees to indemnify and hold the Company and its affiliates harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Employee’s minimum tax withholding obligations, it is the Company’s expectation that such excess cash shall be credited to the brokerage account established on behalf of the Employee to effect such sale of Common Shares. The Employee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Employee’s minimum tax withholding obligations. Accordingly, the Employee agrees to pay to the Company or any affiliate as soon as practicable, including through additional payroll withholding, any amount of tax withholding obligation that is not satisfied by the sale of Common Shares described above. The Employee further acknowledges that he or she may not use the method described in this Section 2(d)(i)(1) to satisfy the tax withholding obligation if he or she has not entered into and maintained effective at all times a 10b5-1 trading plan satisfactory to the Company.

                         (2) By Check, Wire Transfer or Other Means. Not less than five (5) business days before each vesting date of the Units, the Employee may elect to satisfy the Employee’s tax withholding obligation with respect to such Units by delivering to the Company an amount that the Company determines is sufficient to satisfy such tax withholding obligation by (x) wire transfer to such account as the Company may direct, (y) delivery of a certified check payable to the Company, or (z) such other means as specified from time to time by the Company. In order to exercise this option to pay the tax withholding obligation, the Employee must notify the Company of this election in writing not less than 30 calendar days prior to the applicable vesting date.

                    (ii) Right to Retain Shares. No Common Shares will be issued to the Employee until the Employee satisfies the tax withholding obligation. To the maximum extent permitted by law, the Company has the right to retain without notice from Common Shares issuable upon vesting of the Units or from salary or other amounts payable to the Employee, Common Shares or cash having a value sufficient to satisfy the tax withholding obligation.

          (e) In considering the acceptance of the Units, Employee acknowledges that he or she has used the same independent investment judgment that Employee would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guarantees are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will develop in the future. No representations are made by the Company except as contained in any active registration statement at the time of vesting of the Units, on file with the United States Securities and Exchange Commission relating to the Plan. ***

     3.  Effect of Termination of Employment; Death or Disability; Demotion

          (a) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than Employee’s serious misconduct or Employee’s death or disability (as such term is defined in Section 3(c) hereof), Employee shall

3

have the right to receive Common Shares issuable in exchange for Units that were vested on the date of termination, subject to the condition that any portion of the Units not vested prior to the date of termination of employment shall forever terminate as of such date and no Common Shares shall be issuable in exchange for any unvested Units. Retirement, whether or not pursuant to any retirement or pension plan of the Company, shall be deemed to be a termination of employment for all purposes of this Agreement. The termination of the Units by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

          (b) In the event that Employee shall cease to be employed by the Company or its subsidiaries, if any, by reason of Employee’s serious misconduct during the course of employment, including but not limited to wrongful appropriation of the Company’s funds, theft of Company property or other reasons as determined by the Company, ***, the Units shall be terminated and cannot be exchanged into Common Shares, as of the date of the misconduct or violation. The termination of the Units by reason of the cessation of employment shall be without prejudice to any right or remedy which the Company may have against the holder.

          (c) If Employee shall die while in the employ of Company or a subsidiary, or if employment is terminated because Employee has become disabled (within the meaning of Section 22(e)(3)) of the Internal Revenue Service Code of 1986, as amended, and regulations thereunder (the “Code”) while in the employ of the Company or a subsidiary, and Employee shall not have received Common Shares issuable upon vested Units, then such Common Shares shall be issued to the personal representatives or administrators, executor or guardians of Employee, as applicable, or by any person or persons to whom the Units are transferred by will or the applicable laws of descent and distribution, to the extent of the full number of Common Shares to which the Employee was entitled under the Units on the date of death, or date of termination for such disability, and subject to the condition that any portion of the Units not vested prior to the date of death or termination for such disability shall forever terminate as of such date and no Common Shares shall be issuable in exchange for any unvested Units.

          (d) If Employee is demoted (but remains employed) by the Company or its subsidiaries from Employee’s current level (i.e., executive vice president, senior executive, vice president, director, manager, or other level) any portion of the Units not vested prior to the date of demotion shall forever terminate as of the date of demotion and no Common Shares shall be issuable in exchange for any unvested Units.

     4.  Manner of Issuance of Common Shares

          (a) The Common Shares issuable upon vesting of the Units shall be issued only to the Employee or other proper party, in whole Common Shares. Upon meeting the applicable vesting requirements of the Units represented by this Agreement, the Common Shares will be issued to a brokerage account of the Company’s designation established on behalf of the Employee. In the event the Company has not established a designated brokerage account on behalf of the Employee, it will be the Employee’s responsibility to establish a brokerage account to receive the Common Shares and to provide the appropriate details of such account to the Company in writing not less than 30 days prior to any applicable vesting date. No Units will vest unless and until the Employee or the Company, as applicable, has established an appropriate brokerage account to receive the shares. All notices to Employee or

4

other person or persons then entitled to receive Common Shares upon vesting of the Units shall be addressed to the Employee or such other person(s) at the Employee’s address specified below, or to such other address as Employee or such person(s) may notify the Company from time to time.

          (b) Unless notified by the Company to the contrary, the Common Shares issuable upon the vesting of the Units shall be deemed issued on the date specified by the Company, within five (5) business days following the date that counsel for the Company determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares issuable upon the vesting of the Units until it has confirmed to its satisfaction, that all events requisite for issuance of the Common Shares and vesting of the Units have been accomplished.

          (d) The certificate or certificates for the Common Shares which are issued pursuant to the vesting of the Units may be registered only in the name of the Employee (or if the Employee so requests, jointly in the name of the Employee and with a member of the Employee’s family, with the right of survivorship, or in the event of the death of Employee, in the name of such survivor of the Employee as the person with the right to receive the Common Shares issuable upon the vesting of the Units shall designate).

     5. *** Protection of Confidential Information ***

          (c) Employee further agrees to hold in a fiduciary capacity for the benefit of the Company all proprietary and confidential information, knowledge, ideas and data, including, without limitation, customer lists and the Company’s products, processes and programs (“Confidential Information”), relating in any way to the present or future business or activities of the Company for as long as such Confidential Information remains confidential. All such Confidential Information, together with all copies thereof and notes and other references thereto, shall remain the sole property of the Company. Employee acknowledges that all Confidential Information is essential to the Company’s present and future business and activities, and is therefore deemed trade secrets and is considered proprietary to, and treated as confidential by, the Company. This obligation of confidentiality is intended to supplement, and is not intended to supersede or limit, the obligations of confidentiality Employee has to the Company by agreement, law or otherwise. If any court of competent jurisdiction shall determine that the foregoing covenants are invalid in any respect, the parties hereto agree that any court so holding may limit such covenant in time, in area or in any other manner which the court determines such that the covenant shall be enforceable against Employee. Employee acknowledges that the remedy at law for any breach of the foregoing covenants will be inadequate, and that the Company shall be entitled, in addition to any remedy at law, to preliminary and permanent injunctive relief.

     6.  Settlement of Disputes

          (a) In consideration of the rights, terms and conditions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Company agree that any claim, controversy and/or dispute between them, arising out of and/or in any way related to (1) Employee’s application for employment, employment and/or termination of employment (collectively “employment-related

5

disputes”) and/or (2) this Agreement (Units disputes), whenever and wherever brought, shall be resolved by arbitration. The Employee agrees that this agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and is fully enforceable. For purposes of this paragraph only, Company shall be defined to include its direct and indirect subsidiaries, and the employees, shareholders, officers, and directors of any of the foregoing entities.

          (b) For employment-related disputes, the Company agrees to pay all the arbitrator’s and arbitration fees and expenses until otherwise ordered by the arbitrator, except that Company shall not be responsible for the Employee’s legal fees and costs, unless awarded to the Employee by the arbitrator. The arbitration shall be governed by the substantive law of the State of Colorado, without giving effect to choice of law principles. A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of employment-related disputes under the then current procedures of the AAA’s National Rules for the Resolution of Employment Disputes (“Rules”). A single arbitrator engaged in the practice of law from the American Arbitration Association (“AAA”) shall conduct the arbitration of disputes under the then current procedures of the AAA’s Commercial Dispute Resolution Procedures (“Procedures”). Regardless of what the above-mentioned Procedures and Rules state, all arbitration proceedings, including but not limited to hearings, discovery, settlements, and awards shall be confidential and the arbitration and any hearings shall be held in the City and County of Denver, Colorado. The arbitrator’s decision shall be final and binding, and judgment upon the arbitrator’s decision and/or award may be entered in any court of competent jurisdiction.

          (c) The prevailing party in any arbitration of common law claims pursuant to this agreement to arbitrate shall be entitled to its, his, or her reasonable attorneys’ fees and to reimbursement of costs of arbitrator’s fees and arbitration expenses. Nothing in this Agreement shall require Employee to reimburse Company for its attorneys’ fees and costs, including arbitration fees and costs, incurred when Company prevails in defense of any statutory claim of unlawful discrimination, unless said claim brought by Employee is frivolous, unreasonable or without foundation, or Employee continues to prosecute a claim after the claim became frivolous, unreasonable or without foundation. In the event either party hereto files a judicial or administrative action asserting claims subject to this arbitration provision, and the other party successfully stays such action and/or compels arbitration of the claims made in such an action, the party filing the administrative or judicial action shall pay the other party’s reasonable attorneys’ fees and costs incurred in obtaining a stay and/or compelling arbitration.

          (d) Notwithstanding the foregoing, this agreement to arbitrate all employment-related claims shall not apply to Employee claims for statutory unemployment compensation benefits, statutory worker’s compensation benefits, and claims for benefits from a Company-sponsored “employee benefit plan,” as that term is defined in 29 U.S.C. §1002(3). Further, and notwithstanding the foregoing, Company shall have the right to seek any temporary restraining orders, preliminary and/or permanent injunctions in a court of competent jurisdiction based on Company’s claims that the Employee is violating Company’s rights regarding ***, (2) intellectual property, including but not limited to copyrights, patent rights, trade secrets, know-how and/or (3) confidential information.

          (e) If any provision of this agreement to arbitrate is declared by any court of competent jurisdiction to be invalid for any reason, the remaining provisions of this agreement to

6

arbitrate shall be fully enforceable to the maximum extent permitted by law. This Agreement supersedes and renders void any prior agreement(s) to arbitrate between Employee and Company, and there are no agreements, verbal or written or otherwise, between the parties hereto regarding arbitration of employment-related disputes and Units disputes other than as expressly set forth in this Agreement. Other than as set forth above regarding venue, governing law and the confidential nature of proceedings, in the event of a conflict between the AAA Rules and/or Procedures, and this Agreement, the terms of the applicable Procedures and Rules shall control.

          (f) THE RIGHT TO A TRIAL, TO A TRIAL BY JURY, AND TO COMMON LAW CLAIMS FOR PUNITIVE AND/OR EXEMPLARY DAMAGES ARE OF VALUE AND ARE WAIVED PURSUANT TO THIS AGREEMENT. Other than potential rights to a trial, a jury trial, and common law claims for punitive and/or exemplary damages, nothing in this agreement to arbitrate limits any statutory remedy to which the Employee may be entitled under law.

          (g) The parties acknowledge that this agreement shall not alter the at-will nature of their employment relationship MEANING THAT YOU MAY TERMINATE YOUR EMPLOYMENT WITH THE COMPANY AT ANY TIME WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE, AND THE COMPANY RESERVES THE SAME RIGHTS TO TERMINATE YOUR EMPLOYMENT.

     7.  Miscellaneous

          (a) The Units are issued pursuant to the Plan and are subject to its terms. The terms of the Plan are available for inspection during normal business hours at the principal offices of the Company.

          (b) This Agreement shall not confer on Employee any right with respect to continuance of employment by the Company or any of its subsidiaries, nor will it interfere in any way with the right of the Company to terminate such employment or to demote Employee at any time for any reason. Employee shall have none of the rights of a shareholder with respect to shares subject to the Units until such shares shall have been issued to Employee in accordance with this Agreement.

          (c) The vesting of the Units and the issuance of any Common Shares in exchange for the Units shall only be effective at such time that the issuance and sale of Common Shares prior or pursuant to such vesting will not violate any state or federal securities or other laws.

          (d) If there shall be any change in the Common Shares of the Company through merger, consolidation, reorganization, recapitalization, dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company, and all or any portion of the Units shall not have been exchanged for Common Shares or have been terminated or expired, then appropriate adjustments shall be made by the Company, as determined in the sole discretion of the Board of Directors, or the Committee at its discretion, in order to prevent dilution or enlargement of Employee’s rights under the Units. Such adjustments shall include, where appropriate, changes in the number of shares of Common Shares subject to the outstanding Units. Notwithstanding the above, in no event shall action be

7

taken which would modify the treatment of the Units under the Code without the agreement of the Company and the Employee.

          (e) The Company shall at all times during the term of the Units reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement. If the Company in its sole discretion so elects, it may register the Common Shares issuable upon the vesting of the Units under the Securities Act of 1933, as amended (the “Securities Act”), and on any securities exchange. In the absence of such election, the Employee understands that neither the Units nor the Common Shares subject thereto and issuable upon the vesting of the Units thereof will be registered under the Securities Act, or tradeable on any securities exchange, and the Employee represents that the Units are being acquired, and that such Common Shares which will be acquired pursuant to the Units will be acquired, by the Employee for investment and not with a view to distribution thereof.

     In the absence of an effective Prospectus meeting the requirements of the Securities Act, upon any sale or transfer of the Common Stock issued pursuant to the Units, the Employee shall deliver to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or transfer of the Common Shares does not violate any provision of the Securities Act or the Securities Exchange Act of 1934, as amended, and the certificates for the Common Shares purchased may bear, in that event, the following legend:

“The shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or state securities laws, and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act and compliance with any applicable state securities laws, or pursuant to an exemption therefrom, the availability of which must be established to the satisfaction of the Company.”

          (f) The holder of the Units will not have any right to dividends or any other right of a shareholder with respect to the Common Shares subject to the Units until such Common Shares shall have been issued to the Employee, upon the vesting of the Units and in accordance with this Agreement and the Plan (as evidenced by the records of the transfer agent of the Company).

          (g) Employee agrees to treat with confidentiality the existence, terms and conditions of the Units, and agrees that failure to do so may result in immediate termination of the Units.

          (h) This Agreement sets forth the entire, final and complete understanding between the parties hereto relevant to the subject matter of this Agreement, and it supersedes and replaces all previous understandings or agreements, written, oral, or implied, relevant to the subject matter of this Agreement made or existing before the date of this Agreement. Except as expressly provided by this Agreement, no waiver or modification of any of the terms or conditions of this Agreement shall be effective unless in writing and signed by both parties. The failure of any party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or similar nature.

8

          (i) The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof. In the event that a court of competent jurisdiction determines that any term or provision herein, or the application thereof to any person, entity, or circumstance, shall to any extent be invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and shall be interpreted as if the invalid term or provision were not a part hereof. Any provision of this Agreement which logically would be expected to survive termination or expiration, shall survive for a reasonable time period under the circumstances, whether or not specifically provided in this Agreement.

          (j) In the event the Company provides Employee (or anyone acting on behalf of Employee) with summary or other information concerning, including, or otherwise relating to Employee’s rights or benefits under this Agreement (including without limitation the Units, and any vesting thereof), such summary or other information shall in all cases be qualified in its entirety by this Agreement and, unless it explicitly states otherwise and is signed by an officer of the Company, shall not constitute an amendment or other modification hereto.

9

IN WITNESS WHEREOF, the parties hereto have signed this Restricted Stock Unit Agreement to be effective as of the date first written above.

10

1999 STOCK INCENTIVE PLAN

Explanation of Beneficiary Designation

The 1999 Stock Incentive Plan provides that although common shares issuable upon vesting of a restricted stock unit are able to be issued during the Employee’s lifetime only to him or her, common shares issued upon vesting of a restricted stock unit may be issued after the death of any Employee (if it has not otherwise terminated or been granted in full) to the person whom the Employee shall have designated as Beneficiary or, if no designation has been made, to the person to whom the Employee’s rights shall have passed by Will or the laws of descent and distribution. (Note: A restricted stock unit is not otherwise assignable or transferable.)

The right to designate Beneficiaries could provide certain advantages including avoidance of probate (and attendant costs) with respect to receipt of shares issued in exchange for the Units. Since the individual circumstances of each Employee differ, however, and since the Company cannot warrant the validity or effect of such a designation of Beneficiary, it is recommended that you consult your personal tax advisor before making any decision, particularly if you propose to designate a trust as Beneficiary.

Please indicate your decision on both copies of the accompanying Restricted Stock Unit Agreement, date, sign, and return one copy as soon as possible. Please note that your decision thereon will apply only to the Units evidenced by the accompanying Restricted Stock Unit Agreement and only until you receive the shares issued upon vesting of the Units. It does not apply to any future grants of Units since a separate election is made with each grant of Units that may be granted. If you wish to change a Beneficiary on any grant of Units, please let us know.

If you elect to designate a Beneficiary or Beneficiaries, insert their name or names where indicated in accordance with the instructions.

11

INSTRUCTIONS FOR DESIGNATION OF BENEFICIARY (RESTRICTED STOCK UNITS)

If more than one Beneficiary is designated, the Beneficiaries will share equally unless otherwise indicated.

When two or more Beneficiaries are designated, and they are not to share equally, show the percentages each Beneficiary is to receive.

If a married woman is designated show her full given name — for example: Mary J. Doe, not Mrs. John H. Doe.

If a trust company is designated, the designation should be expressed as follows: “First Trust Company of Hartford, Conn., as trustee under trust Agreement dated January 1, 1999.”

     If you wish to designate both a primary Beneficiary and a contingent Beneficiary in the event the primary Beneficiary is not living at the time of your death, wording similar to that shown in the following examples should be used; the word “Contingent” or any similar expression should not be used in Beneficiary designations.

     Note: The relationship should always be shown after the name of the Beneficiary .

12

DESIGNATION OF BENEFICIARY

Check One Complete As Applicable and Sign

13