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                                                                    EXHIBIT 10.9

                                                           NON-SENIOR MANAGEMENT

                                  NON-QUALIFIED
                             STOCK OPTION AGREEMENT

                                      UNDER

                        LORAL SPACE & COMMUNICATIONS INC.
                            2005 STOCK INCENTIVE PLAN

            THIS AGREEMENT, made as of this ______ day of ________, ____ (the
"Grant Date"), by and between Loral Space & Communications Inc., a Delaware
corporation (the "Company"), and _______________ (the "Optionee").

            WHEREAS, the Optionee is employed by or providing services to the
Company or an Affiliate in a key capacity, and the Company desires to have
Optionee remain in such employment or service and to afford Optionee the
opportunity to acquire, or enlarge, Optionee's stock ownership of the Company's
Common Stock, par value $.01 per share (the "Stock"), so that Optionee may have
a direct proprietary interest in the Company's success;

            WHEREAS, all capitalized terms not otherwise defined herein shall
have the same meaning as set forth in Company's 2005 Stock Incentive Plan (the
"Plan").

            NOW, THEREFORE, in consideration of the covenants and agreements
herein contained, the parties hereto hereby agree as follows:

                  1.    GRANT OF OPTION.

                        (a) Subject to the terms and conditions set forth herein
      and in the Plan, the Company hereby grants to the Optionee, during the
      period commencing on the Grant Date and ending on the date that is seven
      years from the Grant Date (the "Option Period"), the right and option (the
      right to purchase any one share of Stock hereunder being an "Option") to
      purchase from the Company, at an exercise price of [$____] per share (the
      "Option Price"), an aggregate of [______] shares of Stock (the "Share
      Number"). The Options are not intended to be "incentive stock options", as
      defined in Section 422 of the Internal Revenue Code of 1986, as amended.
      [NOTE: SUBJECT TO COMPLIANCE WITH SECTION 409A OF THE INTERNAL REVENUE
      CODE OF 1986, AS AMENDED ("SECTION 409A"), THE OPTIONS SHALL HAVE A PER
      SHARE EXERCISE PRICE OF $19.00 (THE "TARGET EXERCISE PRICE"). SECTION
      409A, PLACES CERTAIN RESTRICTIONS ON STOCK OPTIONS THAT HAVE A PER SHARE
      EXERCISE PRICE LESS THAN THE FAIR MARKET VALUE OF A SHARE OF THE
      UNDERLYING STOCK AT THE TIME OF GRANT. IF THE TARGET EXERCISE PRICE IS
      LESS THAN THE FAIR MARKET VALUE OF A SHARE OF STOCK ON THE GRANT DATE (THE
      "GRANT DATE VALUE"), THE OPTIONS SHALL HAVE AN OPTION PRICE EQUAL TO THE
      GRANT DATE VALUE RATHER THAN THE TARGET EXERCISE PRICE.]

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      [NOTE: IF THE TARGET EXERCISE PRICE IS LESS THAN THE GRANT DATE VALUE, THE
      COMPANY SHALL ESTABLISH A DEFERRED COMPENSATION BOOKKEEPING ACCOUNT FOR
      THE OPTIONEE AND INCLUDE THE FOLLOWING SECTION IN THIS OPTION AGREEMENT.]

                        2. [DEFERRED COMPENSATION ACCOUNT. As of the Grant Date,
      the Company shall establish a deferred compensation bookkeeping account
      for the Optionee (the "Deferred Compensation Account") and shall credit to
      the Deferred Compensation Account a dollar amount equal to (A) the
      difference between the Option Price and $19.00 (the "Target Exercise
      Price"), multiplied by (B) the Share Number. The Deferred Compensation
      Account shall become vested in the same proportion as the Options vest and
      becomes exercisable, including any accelerated vesting upon (A) a
      termination of the Optionee's employment or service by the Company or an
      Affiliate without Cause, (B) a termination of the Optionee's employment or
      service with the Company and all Affiliates by the Optionee for Good
      Reason, (C) a Change in Control (as defined in the Plan), (D) a New Skynet
      Sale Event (as defined in the Plan), but only to the extent that the
      Optionee is an employee or service provider of New Skynet, or (E) a New
      SS/L Sale Event (as defined in the Plan), but only to the extent that the
      Optionee is an employee or service provider of New SS/L.

                              (a) The vested portion of the Deferred
            Compensation Account shall be distributed to the Optionee upon the
            earlier to occur of (i) a termination of the Optionee's employment
            or service with the Company and all Affiliates, (ii) a Change in
            Control, (iii) a New Skynet Sale Event, but only to the extent that
            the Optionee is an employee or service provider of New Skynet, (iv)
            a New SS/L Sale Event, but only to the extent that the Optionee is
            an employee or service provider of New SS/L, and (v) the date which
            is the seventh anniversary of the Grant Date; provided, however,
            that in the event the Optionee is determined to be a "specified
            person," as defined in Section 409A of the Internal Revenue Code of
            1986, as amended, and the rules and regulations promulgated
            thereunder, including Treasury Notice 2005-1 ("Notice 2005-1")
            ("Section 409A"), as of the date of the Optionee's termination of
            employment or service, any distribution of the Deferred Compensation
            Account scheduled to be made upon such termination shall be delayed
            for six months or such other period as required to comply with
            Section 409A; and further provided, however, that there shall be no
            distribution upon a Change in Control, a New Skynet Sale Event or a
            New SS/L Sale Event unless such event also constitutes a "Change in
            Control Event" with respect to the Optionee under Notice 2005-1 or
            such distribution is otherwise an allowable distribution under
            Section 409A.

                              (b) Amounts in the Deferred Compensation Account
            shall be subject to forfeiture upon termination of the Optionee's
            employment with the Company to the same extent as the Option is
            subject to forfeiture pursuant to Section 4 herein.

                              (c) Except as provided below, the value of the
            Deferred Compensation Account shall not be credited with interest or
            be subject to any rate of return. Upon any exercise of all or a
            portion of the Options, the corresponding portion of the Deferred
            Compensation Account shall automatically be converted into an
            interest-bearing account from the date of such exercise through the
            date of distribution. For example, if 50% of the Options are
            exercised, 50% of the Deferred Compensation Account shall be
            converted into an interest-bearing account. Once converted, the
            amounts credited to this interest-

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            bearing Deferred Compensation Account shall receive a rate of return
            equal to the highest rate of return then available to the Company in
            an interest-bearing account. To the extent possible, the Company
            will seek to avoid or, if not avoidable, to minimize any
            administrative expense incurred in maintaining the interest-bearing
            Deferred Compensation Account. However, the balance in the
            interest-bearing Deferred Compensation Account attributable to the
            rate of return on the interest-bearing Deferred Compensation Account
            shall be reduced, but not below the principal amount, by any
            administrative expense incurred by the Company in maintaining the
            interest-bearing Deferred Compensation Account.

                              (d) While all or a portion of the Options remain
            unexercised and outstanding, the corresponding portion of the
            Deferred Compensation Account shall be linked to the value of the
            Stock as follows. To the extent the value of the Stock declines to a
            level between the Option Price and the Target Exercise Price (the
            "Spread Value Zone"), the corresponding portion of the Deferred
            Compensation Account shall also decline in the same percentage as
            the Stock declines as measured against the Target Exercise Price and
            the value of the corresponding portion of the Deferred Compensation
            Account shall track the percentage increase or decrease in the value
            of the Stock while its value remains in the Spread Value Zone such
            that if the value of the Stock declines to the Target Exercise Price
            or below, the value of the corresponding portion of the Deferred
            Compensation Account shall decline to zero and if the value of the
            Stock rebounds to the Option Price, the corresponding portion of the
            Deferred Compensation Account shall regain its proportional full
            value. To the extent the Stock rises above the Option Price the
            corresponding portion of the Deferred Compensation Account shall not
            rise above its proportional full value.

                              (e) The amounts credited to the Deferred
            Compensation Account will be subject to all applicable legally
            required tax withholding as determined by the Company, unless such
            determination is unreasonable.

                              (f) It is intended that this Agreement be
            structured so as to avoid any tax under Section 409A(a)(B). To the
            extent that the Optionee has reason to believe that the Deferred
            Compensation Account will subject the Optionee to a tax under
            Section 409A(a)(B), the Optionee may request that this Agreement be
            restructured to avoid any such tax. To the extent the Optionee
            requests any such restructuring, the Company agrees to enter into
            good faith negotiations with the Optionee to accommodate such
            restructuring to the extent possible so as to avoid any such tax.

                              (g) In no event shall this Agreement and any
            restructuring thereof result in the Company incurring any cost or
            expense to a greater extent than the Company would have incurred had
            the Option been granted with an Option Price equal to the Target
            Exercise Price.]

                  3.    EXERCISE OF OPTIONS.

                        (a) Subject to the terms and conditions set forth herein
      and provided the Optionee's employment continues, the Options shall vest
      and become exercisable in accordance with the following schedule:

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                              (i) one-fourth of the Options shall vest and
            become exercisable on the one-year anniversary of the Effective
            Date;

                              (ii) an additional one-fourth of the Options shall
            vest and become exercisable on the two-year anniversary of the
            Effective Date;

                              (iii)an additional one-fourth of the Options shall
            vest and become exercisable on the three-year anniversary of the
            Effective Date; and

                              (iv) the remainder of the Options shall vest and
            become exercisable on the four-year anniversary of the Effective
            Date.

                        (b) The Options shall vest only as to full shares of
      Stock rounded down to the nearest full share during the first three
      vesting dates and all fractions shall be amalgamated and become
      exercisable on the last vesting date. Except as otherwise stated in this
      Agreement, the Options shall expire on the seven-year anniversary of the
      Effective Date hereof.

                  4.    TERMINATION OF EMPLOYMENT.

                        (a) If the Optionee's employment or service with the
      Company and all Affiliates is terminated for Cause, all Options [and the
      full value of the Deferred Compensation Account] (whether vested or not)
      shall immediately expire.

                        (b) If the Optionee resigns from employment or service
      with the Company and all Affiliates other than for "Good Reason," all
      unvested Options [and the unvested portion of the Deferred Compensation
      Account] shall expire and all vested Options shall remain exercisable for
      the shorter of (i) three months following the date of termination or (ii)
      the remainder of the Option Period.

                        (c) If the Optionee's employment or service with the
      Company and all Affiliates is terminated by the Company or an Affiliate
      other than for Cause or the Optionee resigns for "Good Reason", all
      unvested Options [and the unvested portion of the Deferred Compensation
      Account] shall vest immediately and all vested Options (including those
      that vest upon such termination) shall remain exercisable for the shorter
      of (i) the Post Termination Exercise Period (as defined below) or (ii) the
      remainder of the Option Period. The Post Termination Exercise Period shall
      mean (x) the period that is two years following the date of termination,
      if the termination occurs prior to the third anniversary of the Grant
      Date, (y) the period that is one year following the date of termination,
      if the termination occurs on or following the third anniversary of the
      Grant Date but prior to the fifth anniversary of the Grant Date, or (z)
      the period that is three months following the date of termination, if the
      termination occurs on or following the fifth anniversary of the Grant
      Date; provided, however, that if the Optionee's employment is terminated
      on account of death or Disability, the Post Termination Exercise Period
      shall not be shorter than one year following the date of the Optionee's
      termination of employment.

                        (d) If the Optionee's employment or service with the
      Company and all Affiliates terminates on account of the Optionee's death
      or Disability all unvested

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      Options [and the unvested portion of the Deferred Compensation Account]
      shall immediately expire and all vested Options will remain exercisable
      for the shorter of (i) the Post Termination Exercise Period or (ii) the
      Option Period.

                        (e) For purposes of clarification, neither a New FSS
      Sale Event nor a New SS/L Sale Event, shall in and of itself, be
      considered a termination of the Optionee's employment with the Company and
      all Affiliates without Cause or an event constituting "Good Reason."

                  5.    METHOD OF EXERCISING OPTION.

                        (a) Options which have become exercisable may be
      exercised by delivery of written notice of exercise to the Committee
      accompanied by payment of the Option Price. Payment for shares of Stock
      acquired pursuant to Options shall be made in full, upon exercise of the
      Options in immediately available funds in United States dollars, by
      certified or bank cashier's check or, in the discretion of the Committee,
      (i) by surrender to the Company of Mature Shares held by the Participant;
      (ii) by delivering to the Committee a copy of irrevocable instructions to
      a stockbroker to deliver promptly to the Company an amount of sale or loan
      proceeds sufficient to pay the aggregate Option exercise price; (iii)
      through a net exercise of the Options whereby the Participant instructs
      the Company to withhold that number of shares of Stock having a fair
      market value equal to the aggregate Option Price of the Options being
      exercised and deliver to the Participant the remainder of the shares
      subject to exercise or (iv) by any other means approved by the Committee.
      For purposes of this paragraph, the term "Mature Shares" shall mean shares
      of Stock for which the Optionee has good title, free and clear of all
      liens and encumbrances, and which the Optionee either (i) has held for at
      least six months or (ii) has purchased on the open market.

                        (b) At the time of exercise, (i) the Company shall have
      the right to withhold from the number of shares of Stock to be issued upon
      exercise, the minimum number of shares necessary or (ii) at the discretion
      of the Committee, the Optionee shall be obligated to pay to the Company
      such amount as the Company deems necessary, in either event, to satisfy
      its obligation to withhold Federal, state or local income or other taxes
      incurred by reason of the exercise or the transfer of shares thereupon.

                  6. ISSUANCE OF SHARES. As promptly as practical after receipt
      by the Company of a written notice of exercise and full payment to the
      Company of the aggregate Option Price and any required income tax
      withholding amount, the Company shall issue or transfer to the Optionee
      the number of shares of Stock with respect to which Options have been so
      exercised, or the net number of shares of Stock in the event of an
      exercise pursuant to Section 5(a)(iii), or to the extent applicable in
      Section 5(a)(iv), or after application of Section 5(b), or both, and shall
      deliver to the Optionee (or the Optionee's estate or beneficiary, if
      applicable) a certificate or certificates therefore, registered in the
      name of the Optionee (or such estate or beneficiary).

                  7. NON-TRANSFERABILITY. The Options are not transferable by
      the Optionee otherwise than by will or the laws of descent and
      distribution and are exercisable during the Optionee's lifetime only by
      Optionee. No assignment or transfer of the Options, or of the rights

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      represented thereby, whether voluntary or involuntary, by operation of law
      or otherwise (except by will or the laws of descent and distribution),
      shall vest in the assignee or transferee any interest or right herein
      whatsoever, but immediately upon such assignment or transfer the Options
      shall terminate and become of no further effect.

                  8. RIGHTS AS STOCKHOLDER. Neither the Optionee nor a permitted
      transferee of the Options shall have any rights as a stockholder with
      respect to any share of Stock covered by the Options until the Optionee or
      any transferee shall have become the holder of record of such share, and
      no adjustment shall be made for dividends or distributions or other rights
      in respect of such share for which the record date is prior to the date
      upon which the Optionee or any transferee shall become the holder of
      record thereof.

                  9. COMPLIANCE WITH LAW. Notwithstanding any of the provisions
      hereof, the Optionee hereby agrees that Optionee will not exercise the
      Options, and that the Company will not be obligated to issue or transfer
      any shares of Stock to the Optionee hereunder, if the exercise hereof or
      the issuance or transfer of such shares shall constitute a violation by
      the Optionee or the Company of any provisions of any law or regulation of
      any governmental authority. Any determination in this connection by the
      Committee shall be final, binding and conclusive. The Company shall in no
      event be obliged to register any securities pursuant to the Securities Act
      of 1933 (as now in effect or as hereafter amended) or to take any other
      affirmative action in order to cause the exercise of the Options or the
      issuance or transfer of shares of Stock pursuant thereto to comply with
      any law or regulation of any governmental authority.

                  10. NOTICE. Every notice or other communication relating to
      this Agreement shall be in writing, and shall be mailed to or delivered to
      the party for whom it is intended at such address as may from time to time
      be designated by it in a notice mailed or delivered to the other party as
      herein provided, provided that, unless and until some other address be so
      designated, all notices or communications by the Optionee to the Company
      shall be mailed or delivered to the Company at its principal executive
      office, and all notices or communications by the Company to the Optionee
      may be given to the Optionee personally or may be mailed to Optionee at
      the Optionee's last known address, as reflected in the Company's records.

                  11. BINDING EFFECT. Subject to Section 7 hereof, this
      Agreement shall be binding upon the heirs, executors, administrators and
      successors of the parties hereto.

                  12. GOVERNING LAW. This Agreement shall be construed and
      interpreted in accordance with the laws of the state of Delaware, without
      regard to the principles of conflicts of law thereof.

                  13. PLAN. The terms and provisions of the Plan are
      incorporated herein by reference. In the event of a conflict or
      inconsistency between discretionary terms and provisions of the Plan and
      the express provisions of this Agreement, this Agreement shall govern and
      control. In all other instances of conflicts or inconsistencies or
      omissions, the terms and provisions of the Plan shall govern and control.

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            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                            LORAL SPACE & COMMUNICATIONS INC.

                                            By:   ______________________________
                                            Name:
                                            Title:

Accepted:

______________________________
Optionee

______________________________
Address

______________________________

______________________________
Social Security Number

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