Exhibit
10.23


 


FOURTH AMENDED AND RESTATED


PANAMSAT HOLDING
CORPORATION AND SUBSIDIARIES


Long-Term Stock Incentive Plan


Established in 1997


 


(effective as of October 14, 2004)


 


This
Fourth Amended and Restated PanAmSat Holding Corporation and Subsidiaries
Long-Term Stock Incentive Plan Established in 1997, initially adopted by the
stockholders of PanAmSat Corporation on May 4, 1998, is hereby assumed on
October 14, 2004 by PanAmSat Holding Corporation, and amended and restated as
follows:


 


ARTICLE I


 


General


 


1.01.       Purpose.


 


The purposes of
this Fourth Amended and Restated PanAmSat Holding Corporation and Subsidiaries Long-Term Stock
Incentive Plan Established in 1997 (the “Plan”) are to:  (1) closely associate the interests of the employees, directors
and independent contractors of PanAmSat Holding Corporation (“Holdco”)
and its subsidiaries (collectively referred to as the “Company”) with the shareholders by
reinforcing the relationship between participants’ rewards and shareholder
gains; (2) provide employees, directors, leased employees and independent
contractors with an equity ownership in Holdco commensurate with the Company’s
performance, as reflected in increased shareholder value; (3) maintain
competitive compensation levels; and (4) provide an incentive to management for
continuous employment with the Company.


 


1.02.       Definitions.


 


For purpose of
this Plan the following definitions shall apply:


 


(a)           “Cause” means:  (1) the intentional and continuing refusal of a Recipient to
perform the duties or services for which the Recipient is compensated by the
Company, (2) the Recipient is convicted of, pleads guilty to, or pleads no
contest to, any criminal offense which, in the good faith determination of the
Committee, will result, or has resulted, in material pecuniary harm to the
Company or material harm to the reputation of the Company or (3) the Recipient
engages in an illegal or fraudulent act or acts which, in the good faith
determination of the Committee, will result or has resulted, in material pecuniary
harm to the Company or material harm to the reputation of the Company.


 


(b)           “Disability” means any time during which
the Recipient is unable substantially to discharge the responsibilities for
which he is employed or, if not an employee, to render the services for which
the individual receives compensation from the Company by reason of physical
illness or incapacity, whether arising out of sickness, accident or otherwise,
and must be evidenced by written determination of a qualified medical doctor
acceptable 


 


 

















 


to the Company and
the Award Recipient (or in the event of the Recipient’s incapacity to designate
a doctor, the Recipient’s legal representative), which determination shall
specify the date on which the Disability commenced and that it has continued
uninterrupted for at least 180 days.


 


(c)           “Fair Market Value” as of any date and in
respect of any share of Common Stock means the last trading price on such date
or on the next business day, if such date is not a business day, of a share of
Common Stock as reported by NASDAQ or the principal national securities
exchange on which such shares are listed or admitted to trading provided that,
if shares of Common Stock shall not have been traded on the NASDAQ or another
principal national exchange for more than 10 days immediately preceding such
date or if deemed appropriate by the Committee for any other reason, the fair
market value of shares of Common Stock shall be as determined by the Committee
in such other manner as it may deem appropriate.  In no event shall the fair market value of any share of Common
Stock be less than its par value.


 


(d)           “Option” means a Nonqualified Stock Option
or Incentive Stock Option.


 


(e)           “Option Price” means the purchase price per
share of Common Stock deliverable upon the exercise of a Nonqualified Stock
Option or Incentive Stock Option.


 


(f)            “Recipient” means any individual described
in Section 1.04 hereof who has been granted an Award under the Plan.


 


(g)           “Retirement” means (i) a termination of
employment or service by a Recipient on or following his attainment of age 62
or (ii) in the case of a Recipient who is a non-employee, a termination of
services that is designated a retirement by the Committee.


 


(h)           “Award” means an award under the Plan of a
Nonqualified Stock Option or Incentive Stock Option.


 


1.03.       Administration.


 


(a)           The Plan shall be administered by a
committee of the Board of Directors of Holdco (the “Committee”) consisting of at
least two persons.  From and after the
date (the “Registration
Date”) that Holdco has a class of equity securities registered
pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended
(the “Act”),
each such person shall be an “outside director” within the meaning of Section
162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).


 


(b)           Subject to the terms of the Plan,
including, without limitation, Section 1.07 hereof, the Committee shall have
the authority in its sole discretion and from time to time to:


 


(i)            designate the employees or classes
of employees and other service providers, including directors and independent
contractors to participate in the Plan from among the class(es) specified in
1.04;


 


2

















 


(ii)           grant Awards provided for in the Plan
in such form and amount as the Committee shall determine;


 


(iii)          impose, modify or amend any such
limitations, restrictions and conditions upon any such Award as the Committee
shall deem appropriate;


 


(iv)          interpret the Plan, adopt, amend and
rescind rules and regulations relating to the Plan, and make all other
determinations and take all other action necessary or advisable for the
implementation and administration of the Plan; and


 


(v)           delegate to individuals or entities
such duties in the administration of the Plan as the Committee deems
appropriate, except (x) with respect to the matters which under Section 162(m)
of the Code and Treasury Regulation Section 1.162-27(e) are required to be
determined or established by the Committee to qualify Awards under the Plan as
qualified performance-based compensation and (y) with regard to Awards to
Insiders, as defined in Section 1.07(a) hereof, and any other aspect relating
to such Awards.


 


(c)           No member of the Committee or the
Board of Directors of Holdco shall be liable for any action, failure to act,
determination or interpretation made in good faith with respect to the Plan or
any transaction hereunder, except for liability arising from his or her own
willful misfeasance, gross negligence or reckless disregard of his or her
duties.  Holdco hereby agrees to
indemnify each member of the Committee and the Board of Directors of Holdco for
all costs and expenses and, to the extent permitted by applicable law, any
liability incurred in connection with defending against, responding to,
negotiation for the settlement of or otherwise dealing with any claim, cause of
action or dispute of any kind arising in connection with any actions in
administering this Plan or in authorizing or denying authorization to any
transaction hereunder.


 


1.04.       Eligibility
for Participation.


 


Participants in
the Plan shall be selected by the Committee from among the executive officers,
other employees, directors, leased employees and independent contractors of the
Company who have the capability of making a substantial contribution to the
success of the Company.  In making this
selection and in determining the form and amount of Awards, the Committee may
consider any factors it deems relevant, including without limitation the
individual’s functions, responsibilities, value of services to the Company and
past and potential contributions to the Company’s profitability and sound
growth.


 


1.05.       [Intentionally
Omitted].


 


1.06.       Aggregate
Limitation on Awards.


 


(a)           Shares of stock which may be issued
under the Plan shall be authorized and unissued or treasury shares of common
stock of Holdco, par value of $.01 per share (“Common Stock”).  The maximum number of shares of Common Stock
which may be issued under the Plan shall be 1,157,700.54 shares.  The maximum number of shares of Common Stock
which may be issued to any Recipient under the Plan shall be 2,000,000.


 


3

















 


 


(b)           Any shares of Common Stock subject to
a Nonqualified Stock Option or Incentive Stock Option which for any reason is
terminated, unexercised or expires shall again be available for issuance under
the Plan.


 


(c)           During the period that any Awards
remain outstanding under the Plan, the Committee may make good faith
adjustments with respect to the number of shares of Common Stock attributable
to such Awards for purposes of calculating the maximum number of shares of
Common Stock available for the granting of future Awards under the Plan.


 


1.07.       Special
Limitations Applicable to Certain Awards.


 


(a)           Awards to Section 16 Recipients:
Notwithstanding any other provision of this Plan to the contrary, no Award
granted under this Plan to a person who is subject to Section 16 of the Act (an
“Insider”)
shall vest or be exercisable earlier than the day after the expiration of six
(6) months from its date of grant.


 


(b)           Awards to Non-Employee Directors:  Notwithstanding any other provision of this
Plan to the contrary, no Award may be granted to a director who is not an
employee of the Company unless such Award is granted by Holdco’s full Board of
Directors.


 


1.08.                     [Intentionally Omitted].


 


1.09.       Effective
Date and Term of Plan.


 


(a)           The Plan became effective on May 5,
1997, the date it was originally adopted by the Committee.  The Fourth Amended and Restated Plan became
effective on October 14, 2004.


 


(b)           No Award shall be made under the Plan
after the tenth anniversary of the effective date of the Plan described in (a)
above; provided,
however,
that the Plan and all Awards made under the Plan prior to such date shall
remain in effect until such Awards have been satisfied or terminated in
accordance with the Plan and the terms of such Awards.


 


 


ARTICLE II


 


Nonqualified
Stock Options


 


2.01.       Award of
Nonqualified Stock Options.


 


The Committee may
from time to time, and subject to the provisions of the Plan and such other
terms and conditions as the Committee may prescribe, grant to any participant
in the Plan one or more options to purchase for cash or shares of Common Stock
the number of shares of Common Stock (“Nonqualified Stock Options”) allotted by
the Committee.  The date a Nonqualified
Stock Option is granted shall mean the date selected by the Committee as of
which the Committee allots a specific number of shares to a participant
pursuant to the Plan.


 


4

















 


 


2.02.       Nonqualified
Stock Option Agreements.


 


The grant of a
Nonqualified Stock Option shall be pursuant to a written Nonqualified Stock
Option Agreement, executed by Holdco and identifying the holder of a
Nonqualified Stock Option (the “optionee”), in such form as the Committee
may from time to time determine.


 


2.03.       Nonqualified
Stock Option Price.


 


The Option Price per share of Common Stock deliverable
upon the exercise of a Nonqualified Stock Option shall be 100% of the Fair
Market Value of a share of Common Stock on the date the Nonqualified Stock Option
is granted.


 


2.04.       Manner of
Payment.


 


Each Nonqualified
Stock Option Agreement shall set forth the procedure governing the exercise of
the Nonqualified Stock Option granted thereunder, and shall provide that, upon
such exercise in respect of any shares of Common Stock subject thereto, the
optionee shall pay to Holdco, in full, the Option price for such shares and the
applicable withholding taxes with (a) cash, (b) previously owned Common Stock
or (c) a combination of cash and previously owned Common Stock.  In addition, each Nonqualified Stock Option
Agreement shall permit the optionee to pay the Option Price and any related
withholding taxes through a cashless exercise program established by Holdco or
the Committee with a broker.


 


2.05.       Manner of
Delivery and Optionee Rights.


 


As soon as
practicable after receipt of payment and applicable withholding taxes in
connection with the exercise of a Nonqualified Stock Option, Holdco shall
deliver to the optionee a certificate or certificates for shares of Common
Stock.  The optionee shall become a
shareholder of Holdco with respect to Common Stock represented by share
certificates so issued and as such shall be fully entitled to receive
dividends, to vote and to exercise all other rights of a shareholder.


 


 


ARTICLE III


 


Incentive
Stock Options


 


3.01.       Award of
Incentive Stock Options.


 


The Committee may
from time to time and subject to the provisions of the Plan and such other
terms and conditions as the Committee may prescribe, grant to any Plan
participant who is an employee meeting the requirements of Section 422 of the
Internal Revenue Code one or more Incentive Stock Options (intended to qualify
as such under the provisions of Section 422 of the Code (“Incentive Stock Options”))
to purchase for cash or shares of Common Stock the number of shares of Common
Stock allotted by the Committee.  The
date an Incentive Stock Option is granted shall mean the date selected by the
Committee as of which the Committee allots a specific number of shares to a
participant pursuant to the Plan.


 


5

















 


3.02.       Incentive
Stock Option Agreements.


 


The grant of an
Incentive Stock Option shall be pursuant to a written Incentive Stock Option
Agreement, executed by Holdco and identifying the holder of an Incentive Stock
Option (the “optionee”), in such form as the Committee may from time to
time determine.


 


3.03.       Incentive
Stock Option Price.


 


The Option Price
per share of Common Stock deliverable upon the exercise of an Incentive Stock
Option shall be 100% (110% in the case of 10% shareholder, as provided by
Section 422(b)(6) of the Code (a “Ten Percent Stockholder”)) of the Fair
Market Value of a share of Common Stock on the date the Incentive Stock Option
is granted.


 


3.04.       Maximum
Amount of Incentive Stock Option Grant.


 


To the extent that
the aggregate Fair Market Value (determined on the date the Option is granted)
of Common Stock subject to an Incentive Stock Option granted to an optionee by
the Committee (or by Holdco or any of its parent or subsidiary corporations
under any other plans) which are exercisable for the first time during any
calendar year exceeds $100,000, the portion of the Incentive Stock Option
exceeding this $100,000 limitation shall be treated as a Nonqualified Stock
Option.


 


3.05.       Applicability
of Stock Options Sections.


 


Sections 2.04,
Manner of Payment; 2.05, Manner of Delivery and Optionee Rights; and 2.06,
Effect of Exercise, applicable to Nonqualified Stock Options, shall apply mutatis
mutandis to Incentive Stock Options.  Said Sections are incorporated by reference in this Article III
as if fully set forth herein and as if the word “Incentive” were substituted
for the word “Nonqualified.”


 


 


ARTICLE IV


 


[Intentionally
Omitted]


 


 


 


ARTICLE V


 


Miscellaneous


 


5.01.       General
Restriction.


 


Each Award under
the Plan shall be subject to the requirement that, if at any time the Committee
shall determine that (i) the listing, registration or qualification of the
shares of Common Stock subject or related thereto upon any securities exchange
or under any state or Federal law, (ii) the consent or approval of any
government regulatory body, or (iii) an 


 


 


6

















 


 


agreement by the grantee
of an Award with respect to the disposition of shares of Common Stock, is
necessary or desirable as a condition of, or in connection with, the granting
of such Award or the issue or purchase of shares of Common Stock thereunder,
the Committee may elect, in its sole discretion, not to consummate the Award in
whole or in part unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee.


 


5.02.       Non-Assignability.


 


No Award under the
Plan shall be assignable or transferable by the Recipient thereof, except by
will or by the laws of descent and distribution, unless the Committee shall
elect to permit such an assignment or transfer in its sole discretion.  During the life of the Recipient, such Award
shall be exercisable only by such person or by such person’s guardian or legal
representative.


 


5.03.       Withholding
Taxes.


 


Whenever Holdco
proposes or is required to issue or transfer shares of Common Stock or other
property under the Plan, Holdco shall require the grantee to remit to Holdco an
amount sufficient to satisfy any Federal, state and/or local withholding tax
requirements relating to such issue or transfer prior to the delivery of any
certificate or certificates for such shares or such other property.  Alternatively, in the discretion of the
Committee, Holdco may issue or transfer such shares of Common Stock net of the
number of shares sufficient to satisfy the withholding tax requirements or the
Recipient may deliver shares of Common Stock to Holdco in satisfaction
thereof.  For withholding tax purposes,
the shares of Common Stock shall be valued on the date the withholding
obligation is incurred.


 


5.04.       Right to
Terminate Employment.


 


Nothing in the
Plan or in any agreement entered into pursuant to the Plan shall:  (i) confer upon any participant the right to
continue in the employment of the Company or any of its Subsidiaries, (ii)
affect any right which the Company may have to terminate the employment of such
participant, or (iii) in the case of a service provider, confer on them the
right to continue to provide services to the Company.


 


5.05.       Non-Uniform
Determinations.


 


The determination
by the Committee and the Board of Directors of Holdco under the Plan (including
without limitation determinations of the persons to receive Awards, the form,
amount and timing of such Awards, the terms and provisions of such Awards and
the agreements evidencing same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Awards under
the Plan, whether or not such persons are similarly situated.


 


5.06.       Rights as a
Shareholder.


 


The Recipient
shall have no rights as a shareholder with respect thereto unless and until
certificates for shares of Common Stock are issued to him.


 


7

















 


5.07.       Leaves
of Absence.


 


Subject to the terms of the Plan, the Committee shall
be entitled to make such rules, regulations and determinations as it deems
appropriate under the Plan in respect of any leave of absence taken by the
Recipient of any Award.  Without
limiting the generality of the foregoing, the Committee shall be entitled to
determine (i) whether or not any such leave of absence shall constitute a
termination of employment, or the termination of an arrangement to provide
services, within the meaning of the Plan and (ii) the impact, if any, of any
such leave of absence on Awards under the Plan theretofore made to any
Recipient who takes such leave of absence.


 


5.08.       Newly
Eligible Participants.


 


Subject to the
terms of the Plan, the Committee shall be entitled to make such rules,
regulations, determinations and Awards as it deems appropriate in respect of
any employee, director or service provider who becomes eligible to participate
in the Plan or any portion thereof after the commencement of an Award or
incentive period.


 


5.09.       Adjustments.


 


In any event of
any change in the outstanding Common Stock by reason of a stock dividend or
distribution, recapitalization, merger, consolidation, split-up, combination,
exchange of shares or the like, the Committee may appropriately adjust the
number of shares of Common Stock which may be issued under the Plan, the
maximum number of shares in respect of which options or other Awards may be
granted to any individual during the term of the Plan, the number of shares of
Common Stock subject to Options theretofore granted under the Plan, the Option
Price of Options theretofore granted under the Plan, and any and all other
matters deemed appropriate by the Committee.


 


5.10.       Amendment of
the Plan.


 


(a)           The Board of Directors of Holdco may,
without further action by the shareholders and without receiving further
consideration from the participants, amend this Plan or condition or modify
Awards under this Plan in response to changes in securities or other laws or
rules, regulations or regulatory interpretations thereof applicable to this Plan
or to comply with stock exchange rules or requirements.


 


(b)           The Board of Directors of Holdco may
at any time and from time to time terminate or modify or amend the Plan in any
respect, except that, from and after the Registration Date, the Committee may not
(i) increase the maximum number of shares of Common Stock which may be issued
under the Plan (other than increases pursuant to Section 5.09), (ii) extend the
period during which any Award may be granted or exercised, or (iii) extend the
term of the Plan, without shareholder approval.  The termination or any modification or amendment of the Plan
shall not, without the consent of a participant, adversely affect his or her
rights under an Award previously granted to him or her.


 


 


8

















 


ARTICLE VI


 


Non-Exclusivity
of the Plan


 


The adoption of
the Plan by the Board of Directors of Holdco shall not be construed as
amending, modifying or rescinding any previously approved incentive arrangement
or as creating any limitations on the power of the Board of Directors of Holdco
to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under the
Plan, and such arrangements may be either applicable generally or only in
specific cases.


 


9