EXHIBIT 10.10
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of the 28th day of March, 2006 (the "Effective Date"),
by and between Loral Space & Communications Inc., a Delaware corporation (the
"Company"), Xxxxxxx X. Xxxxxxx (the "Executive") and those subsidiaries of the
Company signatory hereto solely for purposes of Section 13(n) hereof.
WHEREAS, the Company desires to engage the services of the Executive and
the Executive desires to be employed by the Company on the terms and conditions
hereinafter set forth; and
WHEREAS, the Company desires to be assured that all proprietary and
confidential information of the Company will be preserved for the exclusive
benefit of the Company;
NOW, THEREFORE, in consideration of such employment and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Executive agree as follows:
Section 1. Employment and Position. The Company hereby employs the
Executive as its Chief Executive Officer and Vice Chairman of the Board of
Directors (the "Board"), and the Executive hereby accepts such employment under
and subject to the terms and conditions hereinafter set forth.
Section 2. Term. The term of employment under this Agreement shall begin
as of March 1, 2006, and, unless sooner terminated as provided in Section 6,
shall conclude on December 31, 2010 (the "Term").
Section 3. Duties. The Executive shall perform services in a managerial
capacity in a manner consistent with the Executive's position as Chief Executive
Officer and Vice Chairman of the Board, subject to the general supervision of
the Board. The Executive shall have all of the duties, responsibilities and
authority commensurate with his position. The Executive hereby agrees to devote
substantially all his business time to performance of such duties and to the
promotion and forwarding of the business and affairs of the Company for the
Term; provided, however, that Executive shall be permitted to engage, or
continue participation, in (a) charitable, civic, educational, professional,
community or industry affairs, (b) managing the Executive's and his family's
personal investments, (c) corporate directorships and other business activities
described in Schedule I attached hereto with regard to public companies, and as
heretofore disclosed to the Board with regard to private companies, including
any replacements for any such private companies heretofore disclosed to the
Board that does not materially change the time commitment or violate Section 10
hereof and (d) such other activities as may hereafter be specifically approved
in writing, which in each case
and in the aggregate do not materially interfere with the performance of his
obligations hereunder; provided, further, however, that Executive may not engage
in any such activities that would result in the Executive being in Competition
(as defined in Section 10(d) below).
Section 4. Compensation.
(a) Salary. In consideration of the services rendered by the Executive
under this Agreement, the Company shall pay the Executive a base salary (the
"Base Salary") at the rate of $950,000 per calendar year. The Base Salary shall
be paid in such installments and at such times as the Company pays its salaried
executives and shall be subject to all necessary withholding taxes, FICA
contributions and similar deductions. The Board shall review annually the Base
Salary payable to Executive hereunder and may, in its sole discretion, increase
but not decrease, the Executive's salary rate. Any such increased salary shall
be and become the "Base Salary" for purposes of this Agreement.
(b) Annual Bonus. The Company shall maintain an annual Management
Incentive Bonus program ("MIB Program") for certain executives, and Executive
shall be a participant in the MIB Program and shall be entitled to an annual
bonus to the extent payable under such program ("Annual Bonus"). The Executive's
target annual bonus opportunity under the MIB Program shall be not less than
125% of the Executive's Base Salary (the "Target Annual Bonus"). With respect to
the Annual Bonus for the 2006 fiscal year or any subsequent fiscal year, the
Board shall, in its discretion, establish the terms and conditions of the MIB
Program and may amend the MIB Program (other than by reducing the Target Annual
Bonus percentage set forth above) accordingly. The Annual Bonus shall be paid on
or before March 15 of the year following the year to which the Annual Bonus
relates.
(c) Equity Grants. In connection with Executive's service as Vice Chairman
of the Board commencing on November 21, 2005, the Company, pursuant to an Option
Agreement dated December 21, 2005 (the "Initial Option Agreement"), on December
21, 2005, granted to Executive (the "Initial Option Grant") an option to
purchase 106,952 shares of its common stock at an exercise prices of $28.441 per
share under the Company's 2005 Stock Incentive Plan (the "Stock Option Plan").
The Board has amended and restated the Stock Option Plan to increase the number
of shares of the Company's common stock, par value per share $0.01 (the "Common
Stock"), available for grant thereunder to a number adequate to cover the Option
(as defined below) and will, prior to the submission of the amended and restated
Stock Option Plan to stockholders for approval, further amend and restate the
Plan to provide for an additional number or shares adequate to cover the 2008
Equity Award (as defined below), based on the Company's best estimate at the
time of amendment and restatement of the number of shares necessary for the 2008
Equity Award, and shall reserve adequate shares, subject to such best estimate,
under the Stock Option Plan for such awards and the Company agrees to submit the
Stock Option Plan as amended to the Company's stockholders at the next annual
meeting of stockholders and seek stockholder approval (the "Approvals"). In
addition to the Initial Option Grant, in connection with the execution of this
Agreement,
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the Company grants to the Executive an option to purchase 825,000 shares of
common stock of the Company, with a per-share exercise price equal to the fair
market value of one share of the Company's common stock at the date of grant
(the "Option"), such grant to be subject to obtaining the Approvals. To the
extent the Approvals are not obtained, the Option shall be void. The Option
shall have such other terms and conditions as set forth in the Option Agreement
attached hereto as EXHIBIT A (the "Second Option Agreement" and, together with
the Initial Option Agreement, the "Option Agreements"). The Option is intended
to count as an option award for both 2006 and 2007, in lieu of any regular
annual option award that the Executive would otherwise be entitled to in 2006
and 2007, and has been structured as such with one-half of the Option vesting
over three years commencing on the date of Grant and one-half of the Option
vesting over three years commencing on the first anniversary of the date of
grant. In addition, if the Executive has earned a Target Annual Bonus for both
2006 and 2007, the Company shall grant to the Executive in 2008 an additional
option to purchase shares of common stock of the Company, or other equity award
under the Stock Option Plan, in either case having a comparable economic value
equal to one-half (1/2) of the value of the Option (based on a Black-Scholes
valuation of such Option) (the "2008 Equity Award") and, to the extent the 2008
Equity Award is a stock option, with terms similar to the Second Option
Agreement; provided, however, that the 2008 Equity Award shall, whether an
Option or other equity award, vest in four annual installments with twenty-five
percent (25%) of the award vesting on the date of grant, an additional
twenty-five percent (25%) of the award vesting on the first anniversary of the
date of grant, an additional twenty-five percent (25%) of the award vesting on
the second anniversary of the date of grant and the remaining twenty-five
percent (25%) of the award vesting on the third anniversary of the date of grant
(consistent with the provisions of the Second Option Agreement (and Section 7(h)
hereof) relating to termination of employment and accelerated vesting and
exercise periods); and further provided, however, that the 2008 Equity Award
shall not be made subject to stockholder approval. The grant of the 2008 Equity
Award shall also be subject to obtaining the Approvals. The Executive shall be
eligible for participation in the Stock Option Plan during the Term to the same
extent as other senior executives of the Company, taking into account that the
Option is intended to count as the regular option award for both 2006 and 2007
and the 2008 Equity Award is intended to count as an the regular equity award
for 2008. The Company may make such other discretionary equity awards to the
Executive as it deems appropriate. Notwithstanding anything herein to the
contrary, (i) the Option shall not become exercisable prior to the date the
Company obtains the Approvals and the 2008 Equity Award shall not become
exercisable prior to the Approvals.
Section 5. Benefits. In addition to the compensation detailed in Section 4
of this Agreement, the Executive shall be entitled to the following additional
benefits:
(a) Paid Vacation. The Executive shall be entitled to 20 days paid
vacation per calendar year in accordance with the Company's vacation policy in
effect from time to time, such vacation shall extend for such periods and shall
be taken at such intervals as
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shall be appropriate and consistent with the proper performance of the
Executive's duties hereunder.
(b) Welfare Plans. During the Term, the Executive and/or the Executive's
family, as the case may be, shall be eligible for participation in and shall
receive all benefits under welfare benefit plans, programs, practices and
policies provided generally by the Company to similarly situated executives of
the Company (including, without limitation, any medical, prescription, dental,
disability, salary continuance, employee life, group life, accidental death and
travel accident insurance plans and programs that may be provided by the Company
from time to time). Such plans, programs, practices and policies are subject to
change from time to time by the Company.
(c) Other Benefit Plans. During the Term, the Executive shall be entitled
to participate in all equity, savings, retirement and pension plans (including
the Company's Supplemental Executive Retirement Plan ("SERP")), programs,
practices and policies applicable generally to similarly situated executives of
the Company as determined by the Board from time to time. Such plans, programs,
practices and policies are subject to change from time to time by the Company.
(d) Perquisites and Other Benefits. During the Term, the Executive shall
be entitled to such additional perquisites and fringe benefits appertaining to
his position in accordance with any practice established by the Board. During
the Term, Executive shall be entitled to receive all benefits under any
individual welfare benefit arrangements (including life insurance coverage) or
other benefit arrangements currently in effect for other senior executives of
the Company in a manner consistent with past practice, and such arrangements are
listed on Schedule I attached hereto.
(e) Reimbursement of Expenses. The Company shall reimburse the Executive
for all reasonable expenses actually incurred by the Executive directly in
connection with the business affairs of the Company and the performance of his
duties hereunder, upon presentation of proper receipts or other proof of
expenditure and subject to such reasonable guidelines or limitations provided by
the Company from time to time. The Executive shall comply with such reasonable
limitations and reporting requirements with respect to such expenses as the
Board may establish from time to time.
(f) Indemnification. In addition to the terms of any officers' liability
insurance carried by the Company, the Executive (and his heirs, executors and
administrators) shall be indemnified by the Company and its successors and
assigns pursuant to a separate Indemnification Agreement attached hereto as
EXHIBIT B, which has heretofore been executed. The Executive shall be an insured
person under or otherwise covered by directors and officers liability insurance
in an amount consistent with past practice. The obligations of the Company
pursuant to this Section shall survive the expiration of the Term or Executive's
voluntary or involuntary termination or resignation for Good Reason.
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Section 6. Termination of Employment. The Executive's employment may end
earlier than the end of the Term as follows:
(a) Death. The employment of the Executive shall automatically terminate
upon the death of the Executive.
(b) Disability. In the event of any physical or mental disability of the
Executive rendering the Executive substantially unable to perform his duties
hereunder for a period of at least one hundred eighty (180) days out of any
three hundred sixty-five (365)-day period and the further determination that the
disability is permanent with regard to the Executive's ability to return to work
in his full capacity, the Executive's employment shall be terminated on account
of the Executive's disability upon written notice from the Company. In the event
of any dispute as to the Executive's disability, the determination binding on
both parties shall be made by a physician or physicians mutually agreed upon in
good faith by the Board and the Executive or his representative.
(c) By the Company For Cause. The employment of the Executive may be
terminated by the Company for Cause (as defined below) at any time effective
upon written notice to the Executive; provided, however, that if such
termination is based upon any event set forth in clauses (iii), (iv), (v), (vi)
or (vii) below, Executive shall be given not less than ten (10) days prior
written notice by the Board of the intention to terminate him for Cause, such
notice to state in detail the particular act or acts or failure or failures to
act that constitute the grounds on which the proposed termination for Cause is
based, and Executive shall have ten (10) days after the date that such written
notice has been given to Executive in which to address the full Board and
present arguments on his own behalf, with or without legal representation at the
Executive's election, regarding any such alleged act or failure to act. If a
majority of the members of the full Board make a determination that Cause
exists, the termination shall be effective on the date immediately following the
expiration of the ten (10) day notice period. Otherwise, Cause shall not be
determined to exist. For purposes hereof, the term "Cause" shall mean that one
or more of the following has occurred:
(i) the Executive shall have been after the Effective Date convicted
of, or shall have pleaded guilty or nolo contendere to, any felony;
(ii) the Executive shall have materially breached any provision of
Section 10 hereof;
(iii) the Executive shall have committed any fraud, embezzlement,
misappropriation of funds, or breach of fiduciary duty against the
Company, in each case of a material nature;
(iv) the Executive shall have engaged in any willful misconduct with
regard to the Company resulting in or reasonably likely to result in a
material loss to the Company or substantial damage to its reputation; or
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(v) the Executive shall have willfully breached in any material
respect any material provision of the Company's Code of Conduct, which
breach would generally result in the termination of a senior executive of
the Company and, to the extent any such breach is curable, the Executive
shall have failed to cure such breach within ten (10) days after written
notice of the alleged breach is provided to the Executive.
(d) By the Company without Cause. The Company may terminate the
Executive's employment at any time without Cause effective upon written notice
to the Executive.
(e) By the Executive Voluntarily. The Executive may terminate his
employment at any time effective upon at least thirty (30) days prior written
notice to the Company.
(f) By the Executive for Good Reason. The Executive may terminate his
employment for Good Reason by providing the Company thirty (30) days' written
notice setting forth in reasonable specificity the event that constitutes Good
Reason, within sixty (60) days of the occurrence of such event. During such
thirty (30) day notice period, the Company shall have a cure right (if curable),
and, if not cured within such period, Executive's termination will be effective
upon the expiration of such cure period. For this purpose, unless agreed to by
the Executive, the term "Good Reason" shall mean:
(i) the assignment to the Executive of any duties inconsistent in
any substantial respect with the Executive's position, authority or
responsibilities or any duties which are illegal or unethical;
(ii) any reduction or diminution in the Executive's then titles or
positions (including removal or failure to be re-elected to the Board or
as Vice Chairman), or a material reduction or diminution in the
Executive's then authorities, duties or responsibilities or reporting
requirements with the Company; provided, however, that the sale of all or
substantially all of the assets or stock of Loral Skynet Corporation or
Space Systems/Loral, Inc. (each, a "Subsidiary") shall not, by itself,
constitute Good Reason;
(iii) any reduction in Base Salary, the Target Annual Bonus or any
of the benefits described in Section 5 of this Agreement to the extent not
permitted under Section 5;
(iv) the relocation by the Company of the Executive's primary place
of employment with the Company to a location outside of New York County,
New York;
(v) other material breach of this Agreement by the Company;
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(vi) the failure of the Company to obtain the assumption in writing
delivered to the Executive of its obligation to perform this Agreement by
any successor to all or substantially all of the assets of the Company;
(vii) the occurrence of a Change in Control, as defined in the Stock
Option Plan, if the stockholders of the Company have not granted the
Approvals under Section 4(c) prior to the earlier of June 30, 2007 or a
Change in Control; provided, however, that for purposes of this Section
6(f)(vii) the Executive shall not have Good Reason following the date that
is six months following the earlier of June 30, 2007 or a Change in
Control; and further provided, however, that for purposes of this Section
6(f)(vii) the Executive shall not have Good Reason following the date that
the Approvals are obtained.
(viii)the failure of the stockholders of the Company to grant the
Approvals by June 30, 2007; provided, however, that for purposes of this
Section 6(f)(viii) the Executive shall not have Good Reason following
December 31, 2007; or
(ix) the failure of the Company to grant the 2008 Equity Award,
unless such failure is due to the failure to obtain the Approvals.
Section 7. Termination Payments and Benefits.
(a) Voluntary Termination, Termination For Cause. Upon any termination of
employment during the Term either (i) by the Executive without Good Reason under
Section 6(e), or (ii) by the Company for Cause as provided in Section 6(c), all
payments, Base Salary and other benefits hereunder shall cease at the effective
date of termination. Notwithstanding the foregoing, the Executive shall be
entitled to receive from the Company (i) Base Salary earned or accrued through
the date the Executive's employment is terminated, (ii) reimbursement for any
and all monies advanced in connection with the Executive's employment for
reasonable business expenses incurred by the Executive through the date the
Executive's employment is terminated, (iii) all other payments and benefits to
which the Executive may be entitled under the terms of any applicable
compensation arrangement or benefit plan or program of the Company, including
any earned and accrued, but unused vacation pay and benefits under and in
accordance with the terms and provisions of the SERP, but excluding any
entitlement to severance under any Company severance policy generally applicable
to the Company's salaried employees, and (iv) excluding any accrued and unpaid
Annual Bonus for the immediately preceding year (collectively, the "Accrued
Benefits"). Payment of the Accrued Benefits pursuant to this Section 7(a) shall
be made as soon as reasonably practicable following the Executive's termination
of employment subject to such limitations and adjustments necessary to comply
with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").
(b) Death. In the event of a termination due to the Executive's death
during the Term, the Company shall have no further obligations to the Executive
or his
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beneficiaries other than to pay to the Executive's designated beneficiary or, if
no beneficiary has been designated by the Executive, to his estate (i) all
Accrued Benefits, plus (ii) any Base Salary through the end of the calendar
month in which the Executive's death occurred, plus (iii) any accrued and unpaid
Annual Bonus for the immediately preceding year, and (iv) at the times the
Company pays its executives bonuses in accordance with its general payroll
policies, an amount equal to that portion of the Annual Bonus, which but for the
Executive's death would have been earned by the Executive during the year of his
death, pro-rated based on a formula, the denominator of which shall be 365 and
the numerator of which shall be the number of days during the year of his death
during which the Executive was employed by the Company on an active status (the
Accrued Benefits and the payment of the amounts set forth in clauses (iii) and
(iv) of this Section 7(b) are collectively referred to as the "Enhanced Accrued
Benefits"). In addition, any unvested stock options under the Stock Option Plan
and any deferred compensation under the Initial Option Agreement that would have
become vested on the next date of vesting applicable thereto shall become vested
and shall remain exercisable or be paid as provided under the terms of the
applicable plan or agreement as to a portion thereof based on a formula, the
denominator of which shall be 365 and the numerator of which shall be the number
of days during the year of his death during which the Executive was employed by
the Company on an active status. The Executive's medical, prescription and
dental coverage shall continue for the benefit of the Executive's family through
the end of the Term.
(c) Termination without Cause or for Good Reason. In the event that the
Executive's employment is terminated during the Term by the Company without
Cause or by the Executive for Good Reason, the Executive shall be entitled to
receive as his exclusive right and remedy in respect of such termination, (i)
all Enhanced Accrued Benefits, and (ii) a lump sum severance payment equal to
two (2) times the sum of (A) the Executive's Base Salary in effect on the date
of termination and (B) the Annual Bonus for the immediately preceding year (or
Target Annual Bonus if termination occurs during the first year of the Term or
before the Annual Bonus for the prior fiscal year is declared); provided,
however, that if the Good Reason is the event under Section 6(f)(vii), the sum
of subsections (A) and (B) above shall be paid in the amount that would be due
for the remainder of the original Term rather than two (2) time such sum
("Severance Payments"). In addition, all unvested stock options, other equity
grants and all deferred compensation under the Initial Option Agreement shall
become fully vested and shall remain exercisable or be paid as provided under
the terms of the applicable plan or agreement. Following the termination of the
Executive's employment by the Company without Cause or by the Executive for Good
Reason, the Company shall provide medical, dental and life insurance coverage,
upon the same terms and conditions applicable generally to similarly situated
executives who remain employed with the Company, for a period of eighteen (18)
months; provided, however, that for each of the eighteen (18) months following
such termination the Executive shall be responsible for payment of the regular
employee portion of the monthly insurance premiums for such insurance,
applicable to similarly situated executives who remain employed with the
Company, and the Company shall be responsible for payment of the regular Company
portion of the
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monthly insurance premiums for such insurance, applicable to similarly situated
executives who remain employed with the Company (the "Welfare Severance
Benefits"); and further provided, however, that such obligation shall expire if
the Executive commences new employment prior to the expiration of such eighteen
(18)-month period and becomes covered by substantially similar benefits. The
Severance Payments, all other payments and the provision of any continued
benefits pursuant to this Section 7(c) shall be made as soon as reasonably
practicable following the Executive's termination of employment subject to such
limitations and adjustments necessary to comply with Code Section 409A. For the
avoidance of doubt, in the event that all or substantially all of the assets or
stock of a Subsidiary are acquired by a person or entity (the "Acquirer") and
the Executive is offered employment, as the principal executive officer of such
Subsidiary consistent with the terms of this Agreement, by the Acquirer or any
affiliate of the Acquirer that directly or indirectly owns such Acquirer, or any
successor to the Acquirer or any such affiliate and the Executive accepts such
offer and such Acquirer, affiliate or successor, as applicable, assumes this
Agreement, the Executive shall not be treated as having a termination of
employment without Cause or for Good Reason; provided, however, that the
Executive shall have no obligation to accept any such offer of employment.
Notwithstanding anything herein to the contrary, to the extent that the
Executive willfully commits a material breach of any provision of Section 10
hereof (a "Material Breach"), the Company shall be relieved of its obligation to
provide the Welfare Severance Benefits after such Material Breach and the
Executive shall be obligated to pay to the Company, as partial damages related
to the Severance Payments, for such Material Breach an amount equal to X
multiplied by Y, where X is a fraction, the denominator of which is 365 and the
numerator of which is the number of days remaining in the 365 days immediately
following the Executive's termination of employment by the Company without Cause
or by the Executive for Good Reason after any such Material Breach, and Y is the
amount of Severance Payments (the "Severance Mitigation"). For example, if the
Executive commits a Material Breach on the 182nd day following his termination
of employment by the Company without Cause or by the Executive for Good Reason
and the Executive received $2,000,000 in Severance Payments, the Executive would
be obligated to pay $1,000,000 to the Company. Payment of the Severance
Mitigation shall not limit the remedies of the Company and its affiliates under
Section 10 or any other remedies that may be available to them, if a court of
competent jurisdiction or arbitrator, as applicable, determines that the
Executive has breached any of the provisions of this Section 10.
(d) Termination due to Disability. In the event that the Executive's
employment is terminated during the Term due to the Disability of the Executive,
the Company shall have no further obligation to the Executive other than to pay
the Executive (in addition to any disability insurance payments to which the
Executive is entitled pursuant to Section 5 above) all Enhanced Accrued
Benefits. In addition, any unvested stock options under the Stock Option Plan
and any deferred compensation under the Initial Option Agreement that would have
become vested on the next date of vesting applicable thereto shall become vested
and shall remain exercisable or be paid as provided under the terms of the
applicable plan or agreement, as to a portion thereof
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based on a formula, the denominator of which shall be 365 and the numerator of
which shall be the number of days during the year of his Disability during which
the Executive was employed by the Company on an active status. Payment of the
Enhanced Accrued Benefits and all other payments pursuant to this Section 7(d)
shall be made as soon as reasonably practicable following the Executive's
termination of employment subject to such limitations and adjustments necessary
to comply with Code Section 409A.
(e) No Other Benefits. Except as specifically provided in this Section 7
or Section 8, the Executive shall not be entitled to any other compensation,
severance or other benefits from the Company or any of its subsidiaries or
affiliates upon the termination of this Agreement or the Executive's employment
for any reason whatsoever. Payment by the Company of all Accrued Benefits,
Enhanced Accrued Benefits and Severance Payments (if applicable) and
contributions to the cost of the Executive's confirmed participation in the
Company's group medical, dental and life insurance plans that may be due to the
Executive under the applicable termination provision of this Section 7 shall
constitute the entire obligation of the Company to the Executive.
Notwithstanding anything contained in this Agreement to the contrary, the
Executive (or his beneficiary or estate) shall be entitled, under all
circumstances, to (i) payment of all amounts under and in accordance with the
terms and provisions of the SERP and other retirement plans, including, without
limitation, whether or not the Executive is employed by the Company, (ii) rights
of indemnification that the Executive has been granted or at law, or (iii)
continued coverage under the Company's director and officer liability insurance
policy at the same level as other officers and directors while potential
liability exists.
(f) Condition. The Company will not be required to make the payment and
provide the benefits stated in Section 7(c) and Section 8, unless the Executive
executes and delivers to the Company, a waiver and release agreement in the form
attached hereto as EXHIBIT C with all periods of revocation expired.
(g) Resignation from Company Offices. In the event of the Executive's
termination of employment for any reason, the Executive shall resign and shall
be deemed to have resigned immediately from the Board (if the Executive is then
a member of the Board) and any and all other directorships, offices and
positions with, on behalf of, or relating to the Company or any of its
subsidiaries, effective as of the date of the Executive's termination of
employment with the Company.
(h) Expiration of Term. Upon the expiration of the Term, the Executive
shall be entitled, at the time the Company pays its executives bonuses for the
last fiscal year of the Term in accordance with its general payroll policies, to
the Annual Bonus earned in accordance with the terms of the MIB Program for the
last fiscal year of the Term, despite the fact that the Executive may not be
employed with the Company when such bonuses are paid. To the extent that the
Executive's employment with the Company terminates for any reason at or
following the expiration of the Term, the Executive shall also be entitled to
any Accrued Benefits. In addition, if, at or after the expiration of the Term
Executive's employment with the Company ceases for any reason without the
parties having entered into a new employment contract or an extension of this
Agreement
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(notwithstanding who declined such future arrangement), the Executive shall be
entitled to the continued vesting of the outstanding and unvested portion of the
2008 Equity Award (the "Outstanding and Unvested Award") for an additional
one-year period following the expiration of such employment, and the Outstanding
Unvested Award shall expire on the later of the end of such one-year period or
as provided under the terms of the applicable award agreement (but not beyond
the original last exercise date of the grant); provided that if the 2008 Equity
Award or any such other equity award consists of restricted stock, such
additional vesting shall occur on the date such restricted stock would be
treated as taxable income to the Executive.
Section 8. 280G Gross-Up.
(a) In the event that the Executive shall become entitled to payments
and/or benefits provided by this Agreement or any other amounts in the "nature
of compensation" (whether pursuant to the terms of this Agreement or any other
plan, arrangement or agreement with the Company, or any arrangement or agreement
with any person whose actions result in a change of ownership or effective
control covered by Code Section 280G(b)(2) (a "280G Change in Control") or any
person affiliated with the Company or such person) as a result of a 280G Change
in Control (collectively the "Company Payments"), and such Company Payments will
be subject to the tax (the "Excise Tax") imposed by Code Section 4999 (and any
similar tax that may hereafter be imposed by any taxing authority), subject to
Section 8(d) below the Company shall pay to the Executive at the time specified
below (i) an additional amount (the "Gross-Up Payment") such that the net amount
retained by the Executive, after deduction of any Excise Tax on the Company
Payments and any U.S. federal, state, and for local income or payroll tax upon
the Gross-up Payment provided for by this paragraph, but before deduction for
any U.S. federal, state, and local income or payroll tax on the Company
Payments, shall be equal to the Company Payments and (ii) an amount equal to the
product of any deductions disallowed for federal, state or local income tax
purposes because of the inclusion of the Gross-Up Payment in the Executive's
adjusted gross income multiplied by the highest applicable marginal rate of
federal, state or local income taxation, respectively, for the calendar year in
which the Gross-Up Payment is to be made.
(b) Notwithstanding the foregoing, if it shall be determined that the
Executive is entitled to a Gross-Up Payment, but that if the Company Payments
(other than that portion valued under Treasury Regulation Section 1.280G, Q&A
24(c)) (the "Cash Payments") are reduced by the amount necessary such that the
receipt of the Company Payments would not give rise to any Excise Tax (the
"Reduced Payment") and the Reduced Payment would not be less than ninety-five
percent (95%) of the Cash Payment, then no Gross-Up Payment shall be made to the
Executive and the Cash Payments, in the aggregate, shall be reduced to the
Reduced Payments. If the Reduced Payments is to be effective, payments shall be
reduced in the following order (i) any cash severance based on a multiple of
Base Salary or Annual Bonus, (ii) any other cash amounts payable to the
Executive, (iii) any benefits valued as parachute payments; (iv) acceleration of
vesting of any stock options for which the exercise price exceeds the then fair
market value; and (v)
11
acceleration of vesting of any equity not covered by subsection (iv) above,
unless the Executive elects another method of reduction by written notice to the
Company prior to the change of ownership or effective control.
(c) In the event that the Internal Revenue Service or court ultimately
makes a determination that the excess parachute payments plus the base amount is
an amount other than as determined initially, an appropriate adjustment shall be
made with regard to the Gross-Up Payment or Reduced Payment, as applicable to
reflect the final determination and the resulting impact on whether the
preceding Section 8(d) applies.
(d) For purposes of determining whether any of the Company Payments and
Gross-Up Payments (collectively the "Total Payments") will be subject to the
Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be
treated as "parachute payments" within the meaning of Code Section 280G(b)(2),
and all "parachute payments" in excess of the "base amount" (as defined under
Code Section 280G(b)(3)) shall be treated as subject to the Excise Tax, unless
and except to the extent that, in the opinion of the Company's independent
certified public accountants appointed prior to any change in ownership (as
defined under Code Section 280G(b)(2)) or tax counsel selected by such
accountants or the Company (the "Accountants") such Total Payments (in whole or
in part) either do not constitute "parachute payments," including giving effect
to the recalculation of stock options in accordance with Treasury Regulation
Section 1.280G-1, Q&A 33, represent reasonable compensation for services
actually rendered within the meaning of Code Section 280G(b)(4) in excess of the
"base amount" or are otherwise not subject to the Excise Tax, and (ii) the value
of any non-cash benefits or any deferred payment or benefit shall be determined
by the Accountants in accordance with the principles of Code Section 280G. To
the extent permitted under Revenue Procedure 2003-68, the value determination
shall be recalculated to the extent it would be beneficial to the Executive. In
the event that the Accountants are serving as accountant or auditor for the
individual, entity or group effecting the Change in Control, the Executive may
appoint with the approval of the Company, which approval shall not be
unreasonable or unreasonably delayed, another nationally recognized accounting
firm to make the determinations hereunder (which accounting firm shall then be
referred to as the "Accountants" hereunder). All determinations hereunder shall
be made by the Accountants which shall provide detailed supporting calculations
both to the Company and the Executive at such time as it is requested by the
Company or the Executive. If the Accountants determine that payments under this
Agreement must be reduced pursuant to this paragraph, they shall furnish the
Executive with a written opinion to such effect. The determination of the
Accountants shall be final and binding upon the Company and the Executive.
(e) For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay U.S. federal income taxes at the highest
marginal rate of U.S. federal income taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of the Executive's residence
for the calendar year in which the Company Payment is to be made, net of the
maximum reduction in U.S. federal income
12
taxes which could be obtained from deduction of such state and local taxes if
paid in such year. In the event that the Excise Tax is subsequently determined
by the Accountants to be less than the amount taken into account hereunder at
the time the Gross-Up Payment is made, the Executive shall repay to the Company,
at the time that the amount of such reduction in Excise Tax is finally
determined, the portion of the prior Gross-Up Payment attributable to such
reduction (plus the portion of the Gross-Up Payment attributable to the Excise
Tax and U.S. federal, state and local income tax imposed on the portion of the
Gross-up Payment being repaid by the Executive if such repayment results in a
reduction in Excise Tax or a U.S. federal, state and local income tax
deduction), plus interest on the amount of such repayment at the rate provided
in Code Section 1274(b)(2)(B). Notwithstanding the foregoing, in the event any
portion of the Gross-Up Payment to be refunded to the Company has been paid to
any U.S. federal, state and local tax authority, repayment thereof (and related
amounts) shall not be required until actual refund or credit of such portion has
been made to the Executive, and interest payable to the Company shall not exceed
the interest received or credited to the Executive by such tax authority for the
period it held such portion. The Executive and the Company shall mutually agree
upon the course of action to be pursued (and the method of allocating the
expense thereof) if the Executive's claim for refund or credit is denied.
(f) In the event that the Excise Tax is later determined by the Accountant
or the Internal Revenue Service to exceed the amount taken into account
hereunder at the time the Gross-Up Payment is made (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest or penalties payable with respect to
such excess) at the time that the amount of such excess is finally determined.
(g) The Gross-up Payment or portion thereof provided for above shall be
paid not later than the thirtieth (30th) day following a 280G Change in Control
which subjects the Executive to the Excise Tax; provided, however, that if the
amount of such Gross-up Payment or portion thereof cannot be finally determined
on or before such day, the Company shall pay to the Executive on such day an
estimate, as determined in good faith by the Accountant, of the minimum amount
of such payments and shall pay the remainder of such payments, subject to
further payments pursuant to Section 8(c) hereof, as soon as the amount thereof
can reasonably be determined, but in no event later than the ninetieth (90th)
day after the occurrence of the event subjecting the Executive to the Excise
Tax. In the event that the amount of the estimated payments exceeds the amount
subsequently determined to have been due, subject to Section 8(m) below, such
excess shall constitute a loan by the Company to the Executive, payable on the
fifth (5th) day after demand by the Company (together with interest at the rate
provided in Code Section 1274(b)(2)(B)).
(h) In the event of any controversy with the Internal Revenue Service (or
other taxing authority) with regard to the Excise Tax, the Executive shall
permit the Company to control issues related to the Excise Tax (at its expense),
but the Executive shall control any other issues unrelated to the Excise Tax. In
the event that the issues are
13
interrelated, the Executive and the Company shall in good faith cooperate. In
the event of any conference with any taxing authority as to the Excise Tax or
associated income taxes, the Executive shall permit the representative of the
Company to accompany the Executive, and the Executive and his representative
shall cooperate with the Company and its representative.
(i) The Company shall be responsible for all charges of the Accountant.
(j) The Company and the Executive shall promptly deliver to each other
copies of any written communications, and summaries of any verbal
communications, with any taxing authority regarding the Excise Tax covered by
this provision.
(k) Nothing in this Section 8 is intended to violate the Xxxxxxxx-Xxxxx
Act and to the extent that any advance or repayment obligation hereunder would
do so, such obligation shall be modified so as to make the advance a
nonrefundable payment to the Executive and the repayment obligation null and
void.
Section 9. Mitigation and Offset. The Executive is not required to seek
other employment or otherwise mitigate the amount of any payments to be made by
the Company pursuant to this Agreement. The payments provided in this Agreement
shall not be reduced by any compensation earned by the Executive as the result
of employment by another employer after the termination date or otherwise.
However, the amounts payable under this Agreement (including, but not limited
to, any Severance Payments) shall be subject to setoff for any amounts that the
Executive owes to the Company, but not any other claim of the Company.
Section 10. Restrictive Covenants.
(a) Proprietary Information. In the course of service to the Company, the
Executive will have access to confidential specifications, know-how, strategic
or technical data, marketing research data, product research and development
data, manufacturing techniques, confidential customer lists, sources of supply
and trade secrets, all of which are confidential and may be proprietary and are
owned or used by the Company, or any of its subsidiaries or affiliates. Such
information shall hereinafter be called "Proprietary Information" and shall
include any and all items enumerated in the preceding sentence and coming within
the scope of the business of the Company or any of its subsidiaries or
affiliates as to which the Executive may have access, whether conceived or
developed by others or by the Executive alone or with others during the
Executive's period of service with the Company, whether or not conceived or
developed during regular working hours. Proprietary Information shall not
include any records, data or information which are in the public domain during
Executive's service with the Company or after the Executive's service with the
Company has terminated, provided the same are not in the public domain as a
consequence of disclosure by the Executive in violation of this Agreement.
14
(b) Non-Use and Non-Disclosure. The Executive shall not during the Term or
at any time thereafter (i) disclose any Proprietary Information to any person
other than (A) the Company, (B) the Company's or its affiliates' directors,
officers or employees who, in the reasonable judgment of the Executive, need to
know such Proprietary Information, (C) such other persons to whom the Executive
has been specifically instructed to make disclosure by the Board; and in all
such cases only to the extent required in the course of the Executive's service
to the Company, (D) as required by law or court or administrative order, or (E)
in the good faith performance of the Executive's duties hereunder or (ii) use
any Proprietary Information, directly or indirectly, for his own benefit or for
the benefit of any other person or entity.
(c) Return of Documents. All notes, letters, documents, records, tapes and
other media of every kind and description containing Proprietary Information and
any copies, in whole or in part, thereof (collectively, the "Documents"),
whether or not prepared by the Executive, shall be the sole and exclusive
property of the Company. The Executive shall safeguard all Documents in the
Executive's possession and shall surrender to the Company at the time his
employment terminates, or at such other time or times as the Board or its
designee may specify, all Documents then in the Executive's possession or
control; provided, that the Executive shall be permitted to retain his rolodex
and similar address books, including those in electronic form.
(d) Non-Competition. At all times during the Executive's employment with
the Company or any affiliate during the Term, and for a period of twelve (12)
months following the termination during the Term of employment with the Company
or any affiliate for any reason (or twenty-four (24) months in the case of
termination following a Change in Control) (the "Restricted Period"), the
Executive will not engage in Competition (as defined below) with the Company.
For purposes of this Agreement, "Competition" shall mean engaging in, or
otherwise directly or indirectly being employed by, or acting as a consultant or
adviser (paid or unpaid) to, or being a director, officer, employee, principal,
agent, stockholder, member, owner or partner of (i) Boeing, Lockheed, Alcatel
Space or Astrium, (ii) PanAmSat, SES Astra, Intelsat, New Skies Satellites,
(iii) any business similar to the businesses described in clause (i) or (ii)
above that competes with the services provided by the Company, (iv) any business
that competes with a business that the Company engages in as of the date of the
Executive's termination of employment with the Company, as described or
otherwise contemplated in the Company's business plan for the year of such
termination of employment, or (v) any business that competes with a business
that the Company is, to the knowledge of the Executive, preparing to engage in
as of the date of the Executive's termination of employment with the Company,
and any transferee of or successor to any of the foregoing businesses; provided,
however, that the foregoing shall not prevent or be violated by the Executive's
service in a non-competitive portion of a company or business enterprise in
Competition with the Company or, as a result thereof, owning compensatory equity
in such a company or business enterprise in Competition with the Company; and
further provided, however, that the prohibition of clauses (i) and (ii) above
shall apply only so long as such entities compete with the services provided by
the
15
Company. Notwithstanding anything to the contrary in this Agreement, the
Executive may, directly or indirectly, own, solely as an investment, securities
of a business enterprise in Competition with the Company or its subsidiaries
which are publicly traded on a national or regional stock exchange or on the
over-the-counter market if the Executive (i) is not a controlling person of or a
member of a group which controls such business enterprise and (ii) does not,
directly or indirectly, own five percent (5%) or more of any class of securities
of such business enterprise or less than five percent (5%) in any mutual fund,
private equity fund, hedge fund or similar collective investment, so long as the
Executive's investment is passive.
(e) Non-Solicitation of Employees. At all times during the Restricted
Period, except in the course of the Executive's service to the Company and
consistent with Executives duties to the Company, the Executive will not
directly or indirectly solicit or in any manner encourage employees of the
Company or any affiliate who were employed by the Company within the six
(6)-month period prior to the termination of the Executive's employment with the
Company or any affiliate to leave its employ and will not offer or cause to be
offered employment to any such person; provided, however, that the restrictions
in this paragraph shall not apply to (i) general solicitations that are not
specifically directed to employees of the Company or any affiliate, (ii) any
administrative support staff or (iii) serving as a reference at the request of
an employee.
(f) Non-Solicitation of Customers or Suppliers. At all times during the
Restricted Period, the Executive will not knowingly solicit or in any manner
encourage, directly or indirectly, customers of or suppliers to the Company or
any affiliate who were customers of or suppliers to the Company or any affiliate
within the twelve-month period prior to the termination of the Executive's
employment with the Company or any affiliate to terminate or diminish their
relationship with the Company or any affiliate.
(g) Reasonableness. The Executive has carefully considered the nature,
extent and duration of the restrictions and obligations contained in this
Agreement, including, without limitation, provisions of this Section 10 and
acknowledges and agrees that such restrictions are fair and reasonable in all
respects to protect the legitimate interests of the Company and its affiliates
and that these restrictions are designed for the reasonable protection of the
business of the Company and that of its affiliates.
(h) Remedies. The Executive recognizes that any breach of this Section 8
shall cause irreparable injury to the Company or its affiliates, inadequately
compensable in monetary damages. Accordingly, in addition to any other legal or
equitable remedies that may be available to the Company, Executive agrees that
the Company or its affiliates shall be able to seek and obtain injunctive relief
in the form of a temporary restraining order, preliminary injunction, or
permanent injunction against the Executive to enforce this Agreement. To the
extent that any damages are calculable resulting from the breach of this
Agreement, the Company and its affiliates shall also be entitled to recover such
damages. Any recovery of damages by the Company and its affiliates shall be in
addition to and not in lieu of the injunctive relief to which the Company and
its affiliates are entitled and any Severance Mitigation.
16
Section 11. Severable Provisions. The provisions of this Agreement are
severable and the invalidity of any one or more provisions shall not affect the
validity of any other provision. In the event that a court of competent
jurisdiction shall determine that any provision of this Agreement or the
application thereof is unenforceable in whole or in part because of the duration
or scope thereof, the parties hereto agree that said court in making such
determination shall have the power to reduce the duration and scope of such
provision to the extent necessary to make it enforceable, and that the Agreement
in its reduced form shall be valid and enforceable to the full extent permitted
by law.
Section 12. Notices. All notices hereunder, to be effective, shall be in
writing and shall be delivered by hand or mailed by certified mail, postage and
fees prepaid, as follows:
If to the Company: Loral Space & Communications Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
If to the Executive to the address on file with the Company.
or to such other address as a party may notify the other pursuant to a notice
given in accordance with this Section 12. All notices to any person shall be
deemed given when actually received by the person.
Section 13. Miscellaneous.
(a) Amendment. This Agreement may not be amended or revised except by a
writing signed by the parties.
(b) Assignment and Transfer. The provisions of this Agreement shall be
binding on and shall inure to the benefit of any successor in interest to the
Company. Neither this Agreement nor any of the rights, duties or obligations of
the Executive shall be assignable by the Executive, nor shall any of the
payments required or permitted to be made to the Executive by this Agreement be
encumbered, transferred or in any way anticipated, except as required by
applicable laws. This Agreement shall not be terminated solely by reason of the
merger or consolidation of the Company with any corporate or other entity or by
the transfer of all or substantially all of the assets of the Company to any
other person, corporation, firm or entity; provided that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company and such assignee or transferee assumes the rights and duties of the
Company as contained in this Agreement, either contractually or as a matter of
law. However, all rights of the Executive under this Agreement shall inure to
the benefit of and be enforceable by the Executive's personal or legal
representatives, estates, executors, administrators, heirs and beneficiaries.
All amounts payable to the Executive hereunder shall be paid, in the event of
the Executive's death, to the Executive's estate, heirs or representatives.
17
(c) Withholding. The Company shall be entitled to withhold from any
amounts to be paid or benefits provided to the Executive hereunder any federal,
state, local, or foreign withholding or other taxes or charges which it is from
time to time required to withhold. The Company shall be entitled to rely on an
opinion of counsel if any question as to the amount or requirement of any such
withholding shall arise.
(d) Waiver of Breach. A waiver by the Company or the Executive of any
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any other or subsequent breach by the other
party.
(e) Survival of Certain Provisions. Provisions of this Agreement shall
survive any termination of employment and the expiration of the Term if so
provided herein or if necessary or desirable fully to accomplish the purposes of
such provision, including, without limitation, the obligations of the Company
under Sections 7 and 8 hereof if the Executive is terminated during the Term and
the obligations of the Executive under Section 10 hereof.
(f) Attorney's Fees.
(i) The Company shall pay the reasonable legal fees incurred by the
Executive in connection with this Agreement and to the extent such payment
is taxed to the Executive, the Company shall gross up such amount so that
the Executive has no after-tax cost therefrom.
(ii) In the event that any action is brought to enforce any of the
provisions of this Agreement, or to obtain money damages for the breach
thereof, all expenses (including reasonable attorneys' fees and expenses)
shall be paid by the party incurring such fees or expenses; provided,
however, that the Company shall reimburse Executive for such fees and
expenses to the extent that the Executive prevails on any issues raised in
such action.
(g) Entire Agreement. This Agreement, the Stock Option Plan, the Option
Agreements, the Indemnification Agreement referred to in Section 5(f) hereof,
the Certificates of Incorporation of the Company and of each of its affiliates
and the SERP, constitute the entire understanding of the parties with respect to
the subject matter hereof and supercede all prior negotiations, understandings,
discussions, and agreements, whether written or oral, between them.
(h) Captions. Captions herein have been inserted solely for convenience of
reference and in no way define, limit or describe the scope or substance of any
provision of this Agreement.
(i) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and shall have the same
effect as if the signatures hereto and thereto were on the same instrument.
18
(j) Governing Law. This Agreement and the enforcement thereof shall be
governed and controlled in all respects by the internal laws of the State of New
York, without application of the conflict of laws provisions thereof.
(k) Arbitration. Any dispute or controversy arising from or relating to
this Agreement and/or the Executive's employment or relationship with the
Company shall be resolved by binding arbitration, to be held in New York or in
any other location mutually agreed to by the Company and the Executive in
accordance with the rules and procedures of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof.
(l) Acknowledgement of Representation. The Executive and the Company
acknowledge that they have been represented by counsel of their own choosing and
have received a full and complete explanation of their rights and obligations
under this Agreement and, therefore, in the event of a dispute over the meaning
of this Agreement or any provision thereof, neither party shall be entitled to
any presumption of correctness in favor of the interpretation advanced by such
party or against the interpretation advanced by the other party.
(m) Guarantee.
(i) Each of Loral Skynet Corporation and Space Systems/Loral, Inc.
(each a "Guarantor") hereby acknowledge the benefit they will receive as a
result of the Executive serving as Chief Executive Officer of the Company
and accordingly, irrevocably and unconditionally guarantees the due and
punctual payment and performance of all obligations of the Company under
this Agreement; provided, however, that a Guarantor's guarantee obligation
hereunder shall terminate and cease to have any force or effect
immediately upon (x) such Guarantor ceasing to be a direct or indirect
subsidiary or parent of the Company or (y) the sale of all or
substantially all of such Guarantor's assets pursuant to an Approved
Transaction (as defined below) in which a Guarantor does not receive all
or substantially all of the consideration of such sale.
(ii) Notwithstanding anything in this Agreement to the contrary and
for as long as the Guarantor's obligations hereunder are in effect, the
Executive hereby acknowledges and agrees that at any time a Guarantor may
effectuate, and this Agreement shall not in any way prohibit or restrict
the Guarantor from effectuating, and the Executive shall not have any
right or claim with respect to, rely upon, or challenge (A) any transfer
by the Guarantor of any or all of its funds, assets or other property to
either: (1) the Company or any of its direct or indirect subsidiaries or
their successors (each a "Group Entity"), including by way of dividend,
distribution, payment, lease, sale, assignment, transfer, merger,
consolidation or otherwise, or (2) any other person, pursuant to a
transaction that the Guarantor's Board of Directors determines in good
faith to effect in furtherance of a legitimate business purpose of the
Guarantor or any Group Entity (an "Approved Transaction") or (B) the
liquidation or dissolution of a Guarantor.
19
(n) Code Section 409A. If any provision of this Agreement (or of any award
of compensation, including equity compensation or benefits) would cause the
Executive to incur any additional tax or interest under Code Section 409A or any
regulations or Treasury guidance promulgated thereunder, the Company shall,
after consulting with the Executive, reform such provision to comply with Code
Section 409A; provided that the Company agrees to maintain, to the maximum
extent practicable, the original intent and economic benefit to Executive of the
applicable provision without violating the provisions of Code Section 409A. The
Company shall indemnify and hold the Executive harmless, on an after tax basis,
for any additional tax (including interest and penalties with respect there to)
that may be imposed on the Executive by Code Section 409A as a result of the
Option being granted subject to the Approvals.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
LORAL SPACE & COMMUNICATIONS INC.
By: /s/ Xxx Xxxx
-----------------------------------------------------
Name: Xxx Xxxx
Title: Vice President and General Counsel
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------------------
Xxxxxxx X. Xxxxxxx
LORAL SKYNET CORPORATION (solely for purposes of Section 11(m) hereof)
By: /s/ Xxx Xxxx
---------------------------------------------------------
Name: Xxx Xxxx
Title: Vice President
SPACE SYSTEMS/LORAL, INC. (solely for purposes of Section 11(m) hereof)
By: /s/ Xxx Xxxx
---------------------------------------------------------
Name: Xxx Xxxx
Title: Vice President
20
Schedule I
Outside Business Relationships
1. Chairman of the Board of Directors and Chairman of the Audit Committee of
Communication Power Industries.
2. Member of the Board of Directors and Chairman of the Audit Committee of
Leap Wireless International, Inc.
3. Member of the Board of Directors of ViaSat Inc.
and any replacements for any of the foregoing that does not materially change
the time commitment or violate Section 10 of the Employment Agreement.
Perquisites and Individual Benefits
EXECUTIVE
LIFE EXECUTIVE
INSURANCE MEDICAL
ANNUAL PREMIUM
NOT TO EXCEED
$25,000 $4,000
21
