EX-10.1






FIRST AMENDMENT OF EMPLOYMENT AGREEMENT




THIS FIRST AMENDMENT (this “Amendment”), made as of the 19th day of July, 2011 and
effective as of December 31, 2010, of the Employment Agreement, dated as of May 28, 2006 and as
amended and restated as of December 17, 2008 (the “Original Agreement”), by and between
Loral Space & Communications, Inc., a Delaware corporation (hereinafter referred to as the
“Company”) and Michael B. Targoff (the “Executive”);



W I T N E S S E T H:




WHEREAS, Executive has been employed by the Company pursuant to the Original Agreement through the
end of its employment term on December 31, 2010 and thereafter, at will;



WHEREAS, the Company desires to continue to employ Executive subject to the terms of the Original
Agreement retroactive to the expiration of the employment term thereunder, as modified by this
Amendment, and Executive desires to enter into this Amendment and to accept such continued
employment, subject to the terms and provisions of the Original Agreement as modified by this
Amendment.



NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are mutually
acknowledged, the Company and the Executive hereby amend the Original Agreement, effective as of
December 31, 2010, as follows:



1. Section 2 of the Original Agreement is hereby amended and restated in its entirety
as follows:



The term of Executive’s 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, 2011 (the “Term”).



2. Section 4(a) of the Original Agreement is hereby amended by adding the following
language to the end of the first sentence thereof: “for calendar years prior to 2011, and for
calendar years 2011 and thereafter, at the rate of $1,094,525 per calendar year.”



3. Section 7(c) of the Original Agreement is hereby amended by replacing the third and
fourth sentences thereof with the following:



Following the termination of the Executive’s employment by the Company
without Cause or by the Executive for Good Reason, (i) the Company shall
provide Executive with access to medical and dental coverage, upon the same
terms and conditions generally applicable to similarly situated executives
who remain employed with the Company, for a period of eighteen (18) months;
provided, however, that to the extent the Executive elects to
receive such coverage, the Executive shall be responsible for payment of the
full monthly COBRA premium applicable to such medical and dental coverage
(the “Health Benefits”); and (ii) for eighteen (18) months after the
date of termination of the Executive’s employment by the Company without
Cause or by the Executive for Good Reason, the Company shall pay Executive
each month an amount equal to the excess, if any, of the full monthly COBRA
premiums for such coverage under the Company’s benefit plans under which such
medical and dental coverage is provided, as in effect from time to time, over
the amount of the portion of such premiums Executive would pay if Executive
was an active employee (such payments, the “Continuation Payments”),
which payment shall be paid in advance on the first payroll day of each month
during the such 18-month period, commencing with the month immediately
following the date of termination; provided, however, that
the first such payment shall be made on the date sixty (60) days after the
date of termination, and will include payment of any amounts that were
otherwise due prior thereto; further provided,
however, that the Company’s obligations to provide the Health
Benefits and to make the Continuation Payments 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.



In addition, following the termination of the Executive’s employment by the
Company without Cause or by the Executive for Good Reason, the Company shall
provide Executive with 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 following the
date of termination; provided, however, that 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
monthly insurance premium for such insurance applicable to similarly situated
executives who remain employed with the Company (the “Life Insurance
Benefits”); further provided, however, that the
Company’s obligations to provide the Life Insurance Benefits 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.



Notwithstanding anything herein to the contrary, the Continuation Payments
and the Company portion of the monthly life insurance premiums provided
pursuant to the immediately preceding sentence shall be taxable income to the
Executive in the year in which such Continuation Payments are made and in
which such life insurance coverage is provided, respectively.



4. Section 8 (“280G Gross-Up”) is hereby deleted in its entirety, and the phrase
“[RESERVED]” substituted thereof.



5. Schedule I of the Original Agreement is hereby amended by deleting the reference to
“Executive Medical $4,000.”



6. Except as otherwise set forth herein, the Original Agreement (and, for the avoidance of
doubt, Schedule I thereto) shall remain unchanged and in full force and effect.



[Remainder of Page Intentionally Blank — Signature Page Follows]





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LORAL SPACE & COMMUNICATIONS INC.




By: /s/ Avi Katz

Name: Avi Katz

Title: Senior Vice President, General Counsel

and Secretary





MICHAEL B. TARGOFF




/s/ Michael B. Targoff



LORAL HOLDINGS CORPORATION (solely for purposes of Section 14(m) hereof)



By: /s/ Avi Katz

Name: Avi Katz

Title: Senior Vice President and Secretary




SPACE SYSTEMS/LORAL, INC. (solely for purposes of Section 14(m) hereof)



By: /s/ Avi Katz

Name: Avi Katz

Title: Senior Vice President and Secretary





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