Exhibit 10.28


 


NEW SKIES SATELLITES B.V.


 


Mr. Stephen J. Stott

Chief Technical Officer

New Skies Satellites B.V.

Rooseveltplantsoen 4

2517 K R The Hague

The Netherlands


 


December 14, 2005


 


Amendment to Employment
Agreement


 


Dear Stephen:


 


As you know. SES Global S.A.
(“SES”) has expressed interest in acquiring New Skies Satellites Holdings Ltd.,
the parent company of New Skies Satellites B.V. (the “Company’), through an
amalgamation (the “Amalgamation”) and desires that senior management of the
Company continue in employment following the closing of the Amalgamation. In
order to facilitate the Amalgamation and for other good and valuable
consideration the receipt of which is hereby acknowledged, the Company and you
(the “Employee”) hereby agree, contingent on the Amalgamation occurring, to
amend the Amended and Restated Employment Agreement, dated October 10,
2005, between the Company and Employee (the “Employment Agreement”), as follows
(capitalized terms used but not defined herein shall have the meaning ascribed
to them in the Employment Agreement):


 


1.     Section 3 of the Employment Agreement provides that Employee can
terminate his employment for Good Reason and that upon such termination,
Employee is entitled to termination payments under Section 5(a) of the
Employment Agreement. Employee will have Good Reason to terminate his
employment if, inter alia, there is “any material diminution of the level of
responsibility or authority of the Employee, including the Employee’s reporting
duties [or] any adverse change in Employee’s title or position.” Following the
Amalgamation, the Company shall become a subsidiary of SES and shall no longer
be a publicly traded company. Employee and the Company each recognize that
there will be certain changes in Employee’s level of responsibility, authority,
reporting duties and title that result from the Company ceasing to be a
standalone public company and becoming a subsidiary of SES. At SES’s request
Employee is willing to agree, as set forth below, to waive any rights he may have
to terminate his employment for Good Reason arising solely as a result of
changes in his level of responsibility, authority, reporting duties and title
that result from the Company becoming a subsidiary of SES and being managed by
SES consistently with the way SES currently manages its other subsidiaries, SES
Americom and SES Astra, and both parties are willing to provide 60 days’
written notice to the other before any termination of employment, for arty
reason (other than termination for Cause by the Company), shall be effective.


 

















 


Therefore, provided and for
so long as the conditions below remain materially satisfied. Employee agrees to
waive any rights he may have to claim that he has Good Reason to terminate his
employment solely as a result of the changes to his level of responsibility,
authority, reporting duties and title following the Amalgamation set forth
below:


 


•      The Company shall become a separate subsidiary of SES.


•      Employee shall report to the chief executive officer of the Company,
who shall report directly to the board of directors of SES or the chief
executive officer of SES, consistent with reporting lines of the chief
executive officers of SES Americom and SES Astra.


•      The size and scope of the Company’s operations (taking into account any
assets, operations or employees transferred out of the Company, as well as any
assets, operations or employees that are transferred into the Company) will not
be materially diminished from their size and scope at the time of the
Amalgamation.


•      With respect to the operations of the Company, Employee shall have the
same level of responsibility and authority that he currently has, subject to
limitations on the responsibility and authority on the chief executive officer
of the Company that are consistent with the limitations on the responsibility
and authority that the chief executive officers of SES Americom and SES Astra
are currently subject to.


•      Employee shall retain his current title, subject to changes in the name
of the Company to reflect its status as a subsidiary of SES.


 


Employee and the Company
further agree that any termination of employment, for any reason (other than
termination for Cause by the Company), shall be effective only upon 60 days’
prior written notice to the other party (for the avoidance of doubt, Employee
shall be entitled to his salary, benefits and other rights (without any
reduction) under this agreement until the effective date of the termination.


 


2.     Employee agrees that he intends to continue in his current employment
for at least twelve months following the closing of the Amalgamation. If,
during such twelve month period, Employee voluntarily terminates his employment
without Good Reason (giving effect to Paragraph l above and subject to the
conditions therein) or requests termination of his employment by a competent
court (other than as a result of a breach by the Company or for Good Reason
(after giving effect to Paragraph 1 above and subject to the conditions
therein)), the parties determine it to be fair and reasonable that Employee
will not be entitled to any severance or termination payments whatsoever
pursuant to his Employment Agreement or pursuant to court order.


 


3.     The first sentence of Section 7(d) of the Employment
Agreement shall be amended to read as follows: “Employee agrees not to engage
in any aspect of the Satellite Business (as hereinafter defined) (i) during
the Employment Period and (ii) in the event of the termination of the
Employee’s employment during the Employment Period for any reason, until the later
to expire of the period ending twelve months after the closing of the
Amalgamation and, if applicable, the period ending twelve months after the
termination of the Employee’s employment by the Company without Cause or by the
Employee for Good Reason.”


 


2

















 


4.     Notwithstanding anything in Section 9 of the Employment Agreement
to the contrary, there is no Gross-Up Payment to which Employee is entitled in
connection with the Amalgamation.


 


5.     The first sentence of Section 5(a) of the Employment
Agreement shall be revised to read as follows: “In the event of a termination
of the Employee’s employment (l) by the Company without Urgent Cause or (2) by
the Employee for Good Reason, the Company shall pay to (or in the case of
business expenses pursuant to clause (i), reimburse) the Employee, or his
estate in the event of his death, thirty (30) days following the Date of
Termination ... [remainder of the sentence continues as currently written].


 


6.     Anything in this Amendment to the contrary, this Amendment shall take
effect at the effective time of the Amalgamation, and if the Amalgamation does
not occur, this Amendment will have no force or effect. Notwithstanding
anything herein to the contrary, nothing herein shall be construed to prevent
Employee from terminating his employment with the Company for Good Reason
(giving effect to Paragraph l above and subject to the conditions therein)
following the Amalgamation provided that any such termination for Good Reason shall
be effective only upon 60 days’ prior written notice to the Company. Except as
otherwise expressly provided herein, the terms of. the Employment Agreement
shall remain in full force and effect.


 


Please indicate your
agreement to the amendments set forth above in the space provided for your
signature below.


 


Very truly yours,


 


	
  New Skies Satellites B.V.

  
	
   

  
	
  By:

  	
  /s/ Daniel S. Goldberg

  	
   

  
	
   

  
	
   

  
	
  Agreed to this 14th day of
  December, 2005

  
	
   

  
	
  /s/ Stephen J. Stott

  	
   

  
	
  Stephen J. Stott

  
				



 


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