Common use of Special Exercise and Repurchase Clause in Contracts

Special Exercise and Repurchase. In the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason, at a time when the Company’s common equity securities are not publicly-traded, if the Participant notifies the Company and Loral of his intent to exercise the Tandem SAR at a specific date fifteen (15) to thirty (30) business days after such notice of intent to exercise (with such exercise date being while the Tandem SAR is still exercisable) and the estimated amount of Canadian and United States taxes (with an estimated calculation) that would be due upon such exercise is greater than the Minimum Withholding Amount, the Committee shall promptly notify the Participant of its calculation of the Fair Market Value of the underlying Shares and the number of Shares (the “Gap Shares”) that would be necessary to be purchased by the Company or its Affiliate to enable a Participant to pay additional taxes due in addition to the Minimum Withholding Amount, assuming the date of the giving of the notice was the exercise date (the amount of additional taxes being the “Gap Taxes” and the additional Options that would be need to be exercised to obtain the Gap Shares being the “Gap Taxes Options”). The exercise period on the Gap Taxes Options shall be automatically extended until the earliest of (w) the end of the exercise period for the Option without regard to the termination of employment, (x) sixty (60) days after Special Purchaser or Loral notifies the Participant that it will purchase the underlying Shares of the Gap Taxes Option from the Participant on the date that is six (6) months and one (1) day after the exercise of the Tandem SAR with regard to the Gap Taxes Option (and provides a Confirmation (as defined below) (y) nine (9) months after the Company’s common equity securities are publicly-traded, and (z) the Participant’s commencement of employment with a Competitor; provided that the foregoing extension shall not apply if, upon receipt of the notice of intent to exercise from the Participant, either (i) the Company confirms in writing (a “Company Confirmation”) that it will have the ability (without creating a default) under its credit agreement (or other debt agreements) to have the Gap Shares purchased (and the subsequent steps taken) through the Special Purchase Right (as described below in Section 17(b)) six (6) months and one (1) day after the date of the exercise or (ii) if it is then a shareholder of the Company, Loral confirms in writing (a “Loral Confirmation” together with a Company Confirmation, a “Confirmation” ) that, if the Gap Shares cannot be timely purchased through the Special Purchase Right (as described below in Section 17(b)), it will purchase the Gap Shares six (6) months and one (1) day after the exercise without violating Canadian or other applicable laws regarding its securities ownership of the Company and compliance with other relevant legal requirements or its credit agreements (or other debt agreements). Any Confirmation shall only be effective if delivered by the Company or Loral to the Participant at least five (5) days prior to the proposed exercise date. If a Confirmation is so delivered, the Gap Shares shall be purchased six (6) months and one (1) day after the exercise pursuant to the Special Purchase Right (as described below in Section 17(b)) or by Loral, as the case may be; provided that the Special Purchaser shall not be required to effect such purchase if, as a result of a change in circumstances beyond the reasonable control of the Company, the Special Purchaser is prohibited from making such purchase (or subsequent steps specified in Section 17(b) hereof) by applicable law or such purchase (or subsequent steps) would create a default under a credit agreement (or other debt agreements) of the Special Purchaser or the Company (and Loral shall instead make such purchase, unless Loral is similarly prohibited or would have such a default and was also prohibited or would have had such a default at the time the Confirmation was delivered). If neither Loral nor the Special Purchaser completes the purchase of the GAP Shares as a result of such a prohibition, then the Special Purchaser shall be required to repurchase the GAP Shares as provided above as soon as such restrictions have lapsed (and the Special Purchaser shall provide written notice to the Participant promptly upon such lapse).

Special Exercise and Repurchase. In the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason, at a time when the Company’s common equity securities are not publicly-traded, if the Participant notifies the Company and Loral of his intent to exercise the Tandem SAR at a specific date fifteen (15) to thirty (30) business days after such notice of intent to exercise (with such exercise date being while the Tandem SAR is still exercisable) and the estimated amount of Canadian and United States taxes (with an estimated calculation) that would be due upon such exercise is greater than the Minimum Withholding Amount, the Committee shall promptly notify the Participant of its calculation of the Fair Market Value of the underlying Shares and the number of Shares (the “Gap Shares”) that would be necessary to be purchased by the Company or its Affiliate to enable a Participant to pay additional taxes due in addition to the Minimum Withholding Amount, assuming the date of the giving of the notice was the exercise date (the amount of additional taxes being the “Gap Taxes” and the additional Options that would be need to be exercised to obtain the Gap Shares being the “Gap Taxes Options”). The exercise period on the Gap Taxes Options shall be automatically extended until the earliest of (w) the end of the exercise period for the Option without regard to the termination of employment, (x) sixty (60) days after Special Purchaser or Loral notifies the Participant that it will purchase the underlying Shares of the Gap Taxes Option from the Participant on the date that is six (6) months and one (1) day after the exercise of the Tandem SAR with regard to the Gap Taxes Option (and provides a Confirmation (as defined below) (y) nine (9) months after the Company’s common equity securities are publicly-traded, and (z) the Participant’s commencement of employment with a Competitor; provided that the foregoing extension shall not apply if, upon receipt of the notice of intent to exercise from the Participant, either (i) the Company confirms in writing (a “Company Confirmation”) that it will have the ability (without creating a default) under its credit agreement (or other debt agreements) to have the Gap Shares purchased (and the subsequent steps taken) through the Special Purchase Right (as described below in Section 17(b)) six (6) months and one (1) day after the date of the exercise or (ii) if it is then a shareholder of the Company, Loral confirms in writing (a “Loral Confirmation” together with a Company Confirmation, a “Confirmation” ) that, if the Gap Shares cannot be timely purchased through the Special Purchase Right (as described below in Section 17(b)), it will purchase the Gap Shares six (6) months and one (1) day after the exercise without violating Canadian or other applicable laws regarding its securities ownership of the Company and compliance with other relevant legal requirements or its credit agreements (or other debt agreements). Any Confirmation shall only be effective if delivered by the Company or Loral to the Participant at least five (5) days prior to the proposed exercise date. If a Confirmation is so delivered, the Gap Shares shall be purchased six (6) months and one (1) day after the exercise pursuant to the Special Purchase Right (as described below in Section 17(b)) or by Loral, as the case may be; provided that the Special Purchaser shall not be required to effect such purchase if, as a result of a change in circumstances beyond the reasonable control of the Company, the Special Purchaser is prohibited from making such purchase (or subsequent steps specified in Section 17(b) hereof) by applicable law or such purchase (or subsequent steps) would create a default under a credit agreement (or other debt agreements) of the Special Purchaser or the Company (and Loral shall instead make such purchase, unless Loral is similarly prohibited or would have such a default and was also prohibited or would have had such a default at the time the Confirmation was delivered). If neither Loral nor the Special Purchaser completes the purchase of the GAP Shares as a result of such a prohibition, then the Special Purchaser shall be required to repurchase the GAP Shares as provided above as soon as such restrictions have lapsed (and the Special Purchaser shall provide written notice to the Participant promptly upon such lapse). This Section 16 shall cease to apply upon the occurrence of a Roll Up Transaction.

Special Exercise and Repurchase. In the event that the Participant’s employment terminates, other than for Cause or voluntarily without Good Reason, at a time when the Company’s common equity securities are not publicly-traded, if the Participant notifies the Company and Loral of his intent to exercise the Tandem SAR at a specific date fifteen (15) to thirty (30) business days after such notice of intent to exercise (with such exercise date being while the Tandem SAR is still exercisable) and the estimated amount of Canadian and United States taxes (with an estimated calculation) that would be due upon such exercise is greater than the Minimum Withholding Amount, the Committee shall promptly notify the Participant of its calculation of the Fair Market Value of the underlying Shares and the number of Shares (the “Gap Shares”) that would be necessary to be purchased by the Company or its Affiliate to enable a Participant to pay additional taxes due in addition to the Minimum Withholding Amount, assuming the date of the giving of the notice was the exercise date (the amount of additional taxes being the “Gap Taxes” and the additional Options that would be need to be exercised to obtain the Gap Shares being the “Gap Taxes Options”). The exercise period on the Gap Taxes Options shall be automatically extended until the earliest of (w) the end of the exercise period for the Option without regard to the termination of employment, (x) sixty (60) days after Special Purchaser or Loral notifies the Participant that it will purchase the underlying Shares of the Gap Taxes Option from the Participant on the date that is six (6) months and one (1) day after the exercise of the Tandem SAR with regard to the Gap Taxes Option (and provides a Confirmation (as defined below) (y) nine (9) months after the Company’s common equity securities are publicly-traded, and (z) the Participant’s commencement of employment with a Competitor; provided that the foregoing extension shall not apply if, upon receipt of the notice of intent to exercise from the Participant, either (i) the Company confirms in writing (a “Company Confirmation”) that it will have the ability (without creating a default) under its credit agreement (or other debt agreements) to have the Gap Shares purchased (and the subsequent steps taken) through the Special Purchase Right (as described below in Section 17(b)) six (6) months and one (1) day after the date of the exercise or (ii) if it is then a shareholder of the Company, Loral confirms in writing (a “Loral Confirmation” together with a Company Confirmation, a “Confirmation” ) that, if the Gap Shares cannot be timely purchased through the Special Purchase Right (as described below in Section 17(b)), it will purchase the Gap Shares six (6) months and one (1) day after the exercise without violating Canadian or other applicable laws regarding its securities ownership of the Company and compliance with other relevant legal requirements or its credit agreements (or other debt agreements). Any Confirmation shall only be effective if delivered by the Company or Loral to the Participant at least five (5) days prior to the proposed exercise date. If a Confirmation is so delivered, the Gap Shares shall be purchased six (6) months and one (1) day after the exercise pursuant to the Special Purchase Right (as described below in Section 17(b)) or by Loral, as the case may be; provided that the Special Purchaser shall not be required to effect such purchase if, as a result of a change in circumstances beyond the reasonable control of the Company, the Special Purchaser is prohibited from making such purchase (or subsequent steps specified in Section 17(b) hereof) by applicable law or such purchase (or subsequent steps) would create a default under a credit agreement (or other debt agreements) of the Special Purchaser or the Company (and Loral shall instead make such purchase, unless Loral is similarly prohibited or would have such a default and was also prohibited or would have had such a default at the time the Confirmation was delivered). If neither Loral nor the Special Purchaser completes the purchase of the GAP Shares as a result of such a prohibition, then the Special Purchaser shall be required to repurchase the GAP Shares as provided above as soon as such restrictions have lapsed (and the Special Purchaser shall provide written notice to the Participant promptly upon such lapse).one