February 25, 2003
Loral Space & Communications Ltd.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to my Employment Agreement dated as of April 5, 1996,
as amended. In consideration of $1 in hand paid, the mutual promises herein
reflected and other good and valuable consideration the receipt of which is
hereby acknowledged:
I hereby irrevocably waive my right to receive the base salary provided
under paragraph 3 of the Employment Agreement for the 12-month period commencing
March 1, 2003 and ending on February 29, 2004.
In addition, in connection with my waiver of base salary as provided
above, the agreement is hereby amended as follows:
1. Clauses (x) and (y) of Section 4(b)(III) are amended to provide as
follows:
(x) Xxxxxxxx'x highest annual base salary during the 5 (five) years
prior to his termination as it would have been paid for a five-year
period commencing on the termination date, which shall be discounted at
the rate of 3% per year for the period from the date of actual payment
in accordance with the following paragraph through the date on which
payment would otherwise have been made, (y) the highest annual bonus
(if any) earned by or granted to Xxxxxxxx for any fiscal year of the
Company (each, a "Fiscal Year") which ended prior to such termination
or, if higher, the maximum bonus which could have been earned by
Xxxxxxxx for the Fiscal Year within which his termination of employment
occurs, in either case multiplied by five, which amount shall be
discounted at the rate of 3% per year for the period form the date of
actual payment in accordance with the following paragraph through the
date on which payment of bonuses would otherwise have been made,
assuming that each such bonus would have been paid in a lump sum on the
ninetieth day after the end of the Fiscal Year for which such bonus
would have been earned
2. The last sentence of paragraph 4(b)(III) is amended as follows:
The amount determined pursuant to clause (z) shall be discounted at the
rate of 3% per year for the period form the date of actual payment in
accordance with the following paragraph through the date which is the
midpoint between such date and the tenth anniversary of the
Distribution Date.
3. The reference in the last full paragraph of Section 4(b) to a "9%
per year discount factor" is hereby changed to a "3% per year discount factor."
In all other respects and for all other periods the agreement is to
remain in full force and effect unless otherwise later amended according to its
terms.
If for any reason the whole or any part of such waived compensation
shall be held to be taxable to me under any applicable income tax law, please
acknowledge that you agree to compensate me (on a grossed up basis) for any such
income tax actually paid by me with respect to such income.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Acknowledged and agreed:
Loral Space & Communications Ltd.
By /s/ Xxx Xxxx
Loral SpaceCom Corporation
By /s/ Xxx Xxxx
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