EX-10.1






[EXECUTION COPY]




GENERAL RELEASE AND SEPARATION AGREEMENT




This General Release and Separation Agreement (the “Agreement”) is made by and between
Loral Space & Communications Inc. (“Loral” or the “Company”) and Harvey B. Rein
(“Employee”). This Agreement is made in light of the following facts:



A. The Company terminated Employee’s employment without cause in connection with a Corporate Event
(as defined in the Severance Plan referenced in paragraph B below), and Employee’s last day of
employment with the Company (including his position as Senior Vice President and Chief Financial
Officer and his position as a director and officer of certain of the Company’s subsidiaries and
affiliates) was March 15, 2013.



B. Employee is a participant in the Loral Space & Communications Inc. Severance Policy for
Corporate Officers (as amended and restated as of August 4, 2011, the “Severance Plan”) and
pursuant thereto is entitled to certain benefits upon his termination of employment. Employee and
the Company hereby seek to set forth all of the Company’s obligations to Employee pursuant to the
Severance Plan and otherwise upon his termination of employment and to obtain a full and final
resolution of any and all claims and potential claims of Employee, known and unknown, related to
Employee’s employment with the Company and the termination of that employment.



C. Nothing contained in this Agreement, nor the payment of any consideration, shall be taken or
construed to be an admission or concession of any kind by the Company that it has been
accused of or engaged in any wrongdoing, and the Company expressly denies any liability or
wrongdoing in its treatment of Employee.



D. Capitalized terms used herein without definition shall have the meanings ascribed thereto in
the Severance Plan.



In consideration of the terms and conditions contained herein, the parties agree as follows:



1. Opportunity for Review and Revocation. Employee has forty-five (45) days to review and
consider this Agreement, although Employee may sign the Agreement before the 45 days expire.
Notwithstanding anything contained herein to the contrary, this Agreement will not become effective
or enforceable for a period (the “Revocation Period”) of seven (7) calendar days following
the date of its execution, during which time Employee may revoke Employee’s acceptance of this
Agreement by notifying Avi Katz, in writing. To be effective, such revocation must be received by
the Company no later than 5:00 p.m. local time on the seventh calendar day following its execution.
Provided that the Agreement is executed and Employee does not revoke it within the Revocation
Period, on the eighth (8th) day following the date on which this Agreement is executed this
Agreement shall become effective (the “Effective Date”). In the event that Employee fails
to execute and deliver this Agreement to the Company prior to the 46th day after the date of his
termination or Employee revokes this Agreement during the Revocation Period, this Agreement will be
null and void and of no effect, and the Company will have no further obligations to Employee
hereunder or, except where explicitly provided otherwise therein, under the Severance Plan.



2. Termination of Employment; Severance Benefits. Employee’s last day of employment with
the Company (including his position as Senior Vice President and Chief Financial Officer and his
position as a director and officer of certain of the Company’s subsidiaries and affiliates)
was March 15, 2013. Separate and apart from any consideration received under this Agreement,
Employee will be paid all wages earned through his termination date, including one hundred twenty
one (121) days accrued and unused vacation time ($243,473.41), less any outstanding advances or
monies owed to the Company. Pursuant to the terms of the Severance Plan and provided Employee has
executed and delivered this Agreement to the Company, and the Revocation Period has expired without
Employee’s revocation of this Agreement in whole or in part, Employee will be entitled to receive
the following benefits:



(a) Employee will be entitled to receive a severance payment equal to $1,665,477.98, payable
in a lump sum as soon as practicable following March 15, 2013, but in no event prior to the end of
the Revocation Period provided Employee has not revoked this Agreement in whole or in part. As
required under the terms of the Severance Plan, this lump sum payment is being paid in connection
with a Corporate Event and is equal to the sum of (x) six calendar months’ Pay (i.e., 50% of Pay)
plus (y) two week’s Pay for every Year of Service plus (z) one twelfth (1/12th) of two week’s Pay
for every Month of Service in excess of Employee’s Years of Service. Employee’s total Pay as
calculated pursuant to the Severance Plan is equal to $931,235.00 representing Employee’s Base
Salary, which as of March 15, 2013 is $523,166.00, plus the average annual Management Incentive
Bonus (“MIB”) paid to Employee with respect to the last two years, which is $408,069. This
lump sum payment is not subject to Mitigation. This lump sum payment shall be a separately
identified amount under Treasury Regulation Section 1.409A-2(b)(2) that is required to be paid on
or before the 15th day of the third month following Employee’s taxable year in which the right to
such payment is no longer subject to a substantial risk of forfeiture and as such shall qualify as
a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4) and exempt from Section
409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).



(b) Employee acknowledges that he has been paid and has received $408,069.00 as his full MIB
payment for fiscal 2012 and that he is not entitled to any further MIB payments under the MIB plan,
the Severance Plan or otherwise with respect to fiscal 2012. When the MIB determinations are made
for fiscal year 2013 (which determinations are in the sole discretion of the Company), if MIB
payments are awarded to comparable eligible corporate employees, Employee will be eligible to
receive a bonus payment in accordance with the MIB plan. Employee’s target bonus payment (at the
100% payout level) had he been employed for a full year would have been $313,899.60 (representing
60% of Base Salary). Employee’s target bonus with respect to the services actually rendered during
fiscal year 2013 is $65,395.75 (representing a target bonus for the full year (at the 100% payout
level) pro-rated for two and one-half (2.5) months of employment); provided, however, that any such
MIB payment shall be paid to Employee in a lump sum on or before March 15, 2014. Such lump sum is
not subject to Mitigation. Such lump sum MIB payment shall be a separately identified amount under
Treasury Regulation Section 1.409A-2(b)(2) that is required to be paid on or before the 15th day of
the third month following Employee’s taxable year in which the right to such payment is no longer
subject to a substantial risk of forfeiture and as such shall qualify as a “short-term deferral”
under Treasury Regulation Section 1.409A-1(b)(4) and exempt from Section 409A.



(c) Employee shall be entitled to continued participation in the Company’s medical,
prescription, dental and vision insurance coverage following Employee’s termination through one of
the following two alternatives:



(1) Employee may elect to participate in the Loral Retiree Medical Plan if Employee elects to
begin receiving benefits from the Retirement Plan of Loral Space & Communications Inc.
(the “Loral Retirement Plan”). Employee shall remain eligible to participate in the Loral
Retiree Medical Plan for so long as Employee is covered under other medical insurance coverage
(e.g., COBRA continuation or coverage provided by other employment) and has not allowed such
medical coverage to lapse at any time. Employee shall make contributions toward the cost of
Employee’s medical insurance in accordance with the Loral Retiree Medical Plan. Employee’s
contributions will be deducted from Employee’s monthly retirement benefit payment from the Loral
Retirement Plan; or



(2) Employee may elect COBRA continuation coverage of medical, prescription, dental and
vision insurance for the period from termination through March 31, 2015 (the “Severance
Period”) as follows. Employee shall be responsible for payment of the full monthly COBRA
premium applicable to such medical, prescription, dental and vision insurance coverage. To the
extent Employee elects such COBRA coverage, the Company shall pay to Employee each month during the
Severance Period 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, prescription, dental and
vision insurance coverage is provided, as in effect from time to time, over the amount of the
portion of such premiums Employee would pay if Employee were an active employee (such payments, the
“Medical Continuation Payments”), which payments shall be paid in advance on the first
payroll day of each month during the Severance Period, commencing with the month immediately
following the date of termination; provided, however, if during the Severance Period Employee
obtains employment that offers medical, prescription, dental or vision insurance coverage, the
Medical Continuation Payments shall end on the earlier of (x) the date Employee becomes an active
participant under the new coverage if Employee elects to be covered thereunder and (y) the date
Employee declines the new coverage. To the extent that Employee declines any such new coverage,
Employee may elect to continue COBRA coverage for the remainder of the COBRA coverage period, if
any, but shall not receive Medical Continuation Payments thereafter. After the Severance Period,
Employee may elect to continue COBRA coverage for the remainder of the COBRA continuation period,
if any, provided that Employee shall no longer be entitled to any further Medical Continuation
Payments.



Any participation in the Company’s medical, prescription, dental and vision insurance coverage
following Employee’s termination of employment shall be subject to all changes to the Company’s
medical, prescription, dental and vision insurance program following Employee’s termination of
employment, including, but not limited to, any increases in the employee premium amounts payable by
the employees and Employee.



Employee must submit or arrange for the submission of all reimbursement requests no later than 180
days following the date such expenses are incurred, and the Company shall arrange for reimbursement
of all such allowable expenses no later than the end of Employee’s taxable year following the
taxable year in which such expenses are incurred.



(d) Employee’s group life and disability insurance shall cease on his termination date. In
lieu of continuation of Employee’s executive life insurance benefits, the Company shall pay to
Employee, together with the severance payment paid under Section 2(a) above, $16,412.00,
representing the annual premium payment of $8,206.00 due on each of April 5, 2013 and April 5, 2014
with respect to Employee’s Met Life policy (#ML990450024—Initial Insured Amount $500,000).
Employee shall be responsible for payment of all applicable payroll taxes with respect to premium
reimbursements paid to him by the Company. Employee may elect to continue his executive life
insurance benefits at his own expense, and, to the extent necessary or desirable, the Company will
cooperate with and assist Employee in transferring any applicable policy or policies to Employee’s
name and changing the address to which statements are mailed.



(e) If Employee requests, the Company shall transfer to Employee, and Employee shall acquire,
ownership of his cellular telephone/iPhone and computer equipment effective as of the date of this
Agreement. Employee shall be charged with additional income equal to the value of the equipment
acquired.



(f) All payments and benefits under this paragraph 2 are subject to and contingent upon
Employee’s continued compliance with the terms of this Agreement, including, without limitation,
paragraphs 3, 5, 8 and 9 below. If Employee violates any of the terms of this Agreement, the
Company is entitled to immediately terminate all payments under this Agreement and to recover all
previously made payments under this Agreement, in addition to any and all other remedies available
to it.



3. Waiver and Release of Claims. (a) As used in this Agreement, the term “claims”
includes all claims, covenants, warranties, promises, undertakings, actions, suits, causes of
action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of
whatsoever kind or nature, in law, equity or otherwise.



(b) Employee hereby waives and releases any and all claims and potential claims, known and
unknown, Employee has against the Company, parent companies, related corporations, subsidiaries or
affiliates, or their officers, directors, employees or agents, relating to or arising out of,
Employee’s employment with the Company and the termination of Employee’s employment, including,
without limitation, claims as to tax consequences to Employee of any payments made to Employee by
the Company. This waiver and release applies to all claims relating to Employee’s employment,
including, but not limited to, claims arising under the New York State Executive Law or the New
York City Civil Rights Law, any statutory, contract or tort claims and any claims arising under
Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in
Employment Act of 1967, the Older Workers Benefit Protection Act of 1990 or the Fair Labor
Standards Act. In addition, Employee waives any right to initiate or otherwise voluntarily
participate in any shareholders’ derivative action with respect to the Company and its
majority-owned subsidiaries by reason of any act or omission that occurred prior to the end of the
Severance Period, including without limitation, being named plaintiff in or causing to be filed on
Employee’s behalf or as a class action any such derivative action; provided, however, Employee may
file a claim and receive a share of any proceeds as a member of a class in any shareholders’
derivative class action initiated by any other person.



(c) Employee acknowledges and agrees that as of the Effective Date, Employee has no knowledge
of any facts or circumstances that give rise or could give rise to any claims under any of the laws
listed in the preceding paragraph.



(d) Employee specifically releases all claims relating to Employee’s employment and its
termination under ADEA, a United States federal statute that, among other things, prohibits
discrimination on the basis of age in employment and employee benefit plans.



(e) Notwithstanding any provision of this Agreement to the contrary, by executing this
Agreement, Employee is not releasing any claims relating to any indemnification rights Employee may
have as a former officer, director or employee of the Company or its subsidiaries in accordance
with the Company’s or such subsidiary’s bylaws, as the case may be, or under his Indemnification
Agreement with the Company dated November 21, 2005.



(f) This waiver and release does not apply to any claim that Employee may have under the
Employee Retirement Income Security Act of 1974, as amended, including, but not limited to, claims
relating to the Company’s 401(k) plan or pension plan, or to any claim Employee may have for
unemployment benefits or workers’ compensation benefits.



(g) This waiver and release does not apply to any claims not covered herein that arise after
the date this Agreement is executed by Employee and delivered to the Company, nor does this waiver
and release limit Employee’s ability to enforce the terms of this Agreement.



(h) Pursuant to the Older Workers Benefit Protection Act, the Company discloses the
information contained in Exhibit A.



4. Knowing and Voluntary Waiver. Employee expressly acknowledges and agrees that
Employee:



(a) is able to read the language, and understand the meaning and effect, of this Agreement;



(b) has no physical or mental impairment of any kind that has interfered with Employee’s
ability to read and understand the meaning of this Agreement or its terms, and that Employee is not
acting under the influence of any medication, drug or chemical of any type in entering into this
Agreement;



(c) is specifically agreeing to the terms of the waiver and release contained in this
Agreement because the Company has agreed to pay Employee the amounts set forth in the Severance
Plan. The Company has agreed to provide such amounts because of Employee’s agreement, among
others, to accept it in full settlement of all possible claims Employee might have or ever had, and
because of Employee’s execution of this Agreement;



(d) understands that, by entering into this Agreement, Employee does not waive rights or
claims under ADEA that may arise after the Effective Date;



(e) had or could have had forty-five (45) calendar days in which to review and consider this
Agreement;



(f) was advised to consult with Employee’s attorney regarding the terms and effect of this
Agreement; and



(g) has signed this Agreement knowingly and voluntarily.



5. No Suit. Employee represents that Employee has not filed or permitted to be filed
against the Company or any related companies, individually or collectively, any complaints or
lawsuits arising out of Employee’s employment, or any other matter arising on or prior to the date
hereof.



6. Successors and Assigns. The provisions hereof shall inure to the benefit of, and shall
be binding upon, Employee’s heirs, executors, administrators, legal personal representatives and
assigns.



7. Severability. If any provision of this Agreement shall be held by any court of
competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force
and effect. The illegality or unenforceability of such provision, however, shall have no effect
upon and shall not impair the enforceability of any other provision of this Agreement.



8. Non-Disparagement. Employee agrees to refrain from making any disparaging, negative or
uncomplimentary statements regarding the Company, any related companies and/or any officers,
employees or other service providers of the Company or related companies.



9. Non-Disclosure. Employee shall not disclose the nature or terms of this Agreement or
the negotiations that led to this Agreement to any person or entity, other than Employee’s spouse,
tax advisors and legal counsel, without the written consent of the Company, unless required to do
so by law. In addition, Employee will not make use of or disclose in any way, confidential,
proprietary or trade secret information belonging to the Company or its affiliated or related
companies, unless and until any such confidential information shall have become public knowledge
without breach of this Agreement or such proprietary or trade secret information shall no longer be
proprietary or considered a trade secret.



10. Non-Admission. Nothing contained in this Agreement will be deemed or construed as an
admission of wrongdoing or liability on the part of Employee or the Company.



11. Taxes on Severance and Other Payments. All severance and other payments paid by the
Company to Employee pursuant to this Agreement, including without limitation, severance benefits
and Medical Continuation Payments, are considered taxable income, and all appropriate federal,
state, and local taxes will be withheld from such payments.



12. Entire Agreement. This Agreement and the Severance Plan together constitute the
entire understanding and agreement of the parties hereto regarding the termination of Employee’s
employment. This Agreement and the Severance Plan supersede all prior negotiations, discussions,
correspondence, communications, understandings and agreements between the parties relating to the
subject matter of this Agreement and the Severance Plan.



13. Governing Law. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS RELEASE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF NEW YORK, APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE. ANY DISPUTE OR CLAIM ARISING OUT OF OR
RELATING TO THIS RELEASE SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL COURT IN THE STATE OF NEW YORK
OR THE COURTS OF THE STATE OF NEW YORK. BY EXECUTION OF THE RELEASE, THE PARTIES HERETO, AND THEIR
RESPECTIVE AFFILIATES, CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO
CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION OR PROCEEDING UNDER
OR IN CONNECTION WITH THE RELEASE. EACH PARTY TO THIS RELEASE ALSO HEREBY WAIVES ANY RIGHT TO
TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS
RELEASE.



	 	 	 
	Dated: March 15, 2013
	 	/s/ Avi Katz

Avi Katz

President, General Counsel and Secretary

Loral Space & Communications Inc.

	Dated: March 15, 2013
	 	/s/ Harvey B. Rein

Harvey B. Rein