Exhibit 10.24


 


NEW SKIES
SATELLITES B.V.


 


Mr. Daniel S. Goldberg

Chief Executive Officer

New Skies Satellites B.V.

Rooseveltplantsoen 4

2517 KR The Hague

The Netherlands


 


December 14, 2005


 


Amendment to Employment Agreement


 


Dear Dan:


 


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(d) 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.
The Company acknowledges that the Amalgamation will result in a material
diminution of the level of responsibility and authority of Employee, including
his reporting duties, and an adverse change in Employee’s title and position such
that Employee will have Good Reason to terminate his employment. At SES’s
request Employee is willing to agree, as set forth below, to waive, for a
period of 12 months from the closing of the Amalgamation, his right to
terminate his employment for Good Reason arising solely as a result of an “Amalgamation-Related
Diminution Event” (as defined below) in consideration of the Company’s
agreement that Employee may resign for any reason, at any time on or after the
12 month anniversary of the closing of the Amalgamation, and have such
resignation treated as a resignation for Good Reason for purposes of the
Employment Agreement. Employee and the Company are further willing to provide
60 days’ written notice to the other before any termination of Employee’s employment,
for any reason (other than termination by Cause by the Company), shall be
effective (it being understood that such notice may be delivered prior to the
12 month anniversary of the closing of the Amalgamation provided that such
termination may not be effective until the 12 month, anniversary of the closing
of the Amalgamation).


 

















 


Therefore, (i) the Company agrees that Employee may resign for any
reason, at any time on or after the 12-month anniversary of the closing of the
Amalgamation, and have such resignation treated as a termination for Good
Reason for purposes of the Employment Agreement and (ii) provided and for
so long as the conditions below remain materially satisfied. Employee agrees to
waive, for period of 12 months from the closing of the Amalgamation, his right
to terminate his employment for Good Reason solely as a result of the changes
to his level of responsibility, authority, reporting duties and title following
the Amalgamation set forth below (an “Amalgamation Related Diminution Event”).


 


•      The Company
shall become a separate subsidiary of SES.


•      Employee 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, due allowance,
however, being made for a reduction in the size and scope of the Company’s
operations resulting from the restructuring and integration of certain existing
Company functions within the Buyer’s organization relating to technical and
satellite operating facilities (including teleports).


•      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
such responsibility and authority 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 division or 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
(it being understood that, with respect to a termination for Good Reason other
than due to a Amalgamation Related Diminution Event, such notice may be
delivered prior to the 12 month anniversary of the closing of the Amalgamation
provided that such termination may not he effective until the 12 month
anniversary of the closing of the Amalgamation). 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 1 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 l 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


 


2

















 


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 he
amended to read as follows: “Employee agrees not to engage in any aspect of the
Satellite Business (as hereinafter defined) (x) during the Employment Period
and (y) 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.”


 


4.     Notwithstanding
anything in Section 10 of the Employment Agreement to the contrary, the
Gross-Up Payment to which Employee is entitled in connection with the
Amalgamation shall in no event exceed in he aggregate $3,812,617.


 


5.     The
first sentence of Section 5(a) of the Employment Agreement shall be
revised to read as follows:  “In the
event of the termination of the Employee’s employment (1) by the Company
without 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 1 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/ Daniel S. Goldberg

  	
   

  
	
  Daniel S. Goldberg

  
				



 


3