EX-10.2






CONSULTING AGREEMENT




between




Loral Space & Communications Inc.




and




Harvey B. Rein

Name of Consultant




This Agreement is made by and between Loral Space & Communications Inc., a corporation organized
and existing under the laws of the State of Delaware, with offices at 600 Third Avenue, New York,
New York 10016 (hereinafter “Loral” or the “Company”), and Harvey B. Rein, with an address at 12
Denicola Place, Stamford, CT 06905 (hereinafter referred to as “Consultant”). Loral and Consultant
are hereinafter collectively referred to as the “Parties” and individually as a “Party.”



Loral makes this Agreement for the purpose of retaining the services of Consultant. This contract
is expressly made conditional on Consultant’s assent to, and strict compliance with, all of the
terms and conditions stated below. Each of the following terms and conditions is essential to the
essence of the agreement between the Parties.



1. The term of this Agreement (the “Term”), and the period within which the services are to be
rendered under this Agreement, shall commence as of March 16, 2013 and shall continue until either
Party terminates the Agreement by delivering written notice of termination to the other Party at
least ten (10) days prior to the termination date. Either Party may terminate the Agreement at any
time for any reason or for no reason.



During the Term, Consultant shall be available upon reasonable notice given by the Company to
consult with and advise the Company on such matters within his expertise as the Board of Directors
of Loral or its designee may request from time to time, including but not limited to:




	 	•	 	Transition assistance and guidance in the oversight of financial reporting and other
financial functions;






	 	•	 	Assistance and guidance with respect to financing, investment, acquisition and/or
strategic opportunities;






	 	•	 	Assistance and guidance in the oversight of pension plan investments and the
Company’s 401(k) plan; and






	 	•	 	Assistance and guidance with respect to strategic alternatives for the Company’s
investments in Globastar service providers (Globalstar de Mexico and GlobalTel) and
XTAR and with respect to its indemnification obligations to Globalstar do Brasil.





Consultant shall report directly to and take direction from the Board or its designee.
Consultant’s services hereunder shall be on an as needed basis at the direction of the Board or its
designee, and Consultant shall devote such time to performance of his duties hereunder as necessary
to perform the tasks requested by the Board or its designee; provided, however,
that Consultant’s services shall be limited to less than 50% of the level of services provided to
the Company and all affiliates in the thirty-six (36) months immediately preceding his termination
of employment with the Company.



2. Loral will pay Consultant a consulting fee consisting of $610 per hour for his services
hereunder, but in no event more than $5,000 per day.



Consultant may, in connection with the rendering of services hereunder, be required to travel to
locations other than the Company’s New York office, provided, however, such travel
shall be approved in advance by the Board or its designee. Consultant’s travel arrangements (e.g.,
air, rail, rental car or other ground transportation and lodging) shall be made through the Loral
travel office and shall be in accordance with Loral’s travel policy for officers at the Senior Vice
President level in effect at the time of such travel. Consultant’s travel time shall be billed at
one-half of Consultant’s hourly rate (i.e. $305 per hour). For the avoidance of doubt,
Consultant’s commuting time to and from the Company’s New York office shall not be billed and will
not be reimbursed.



Loral shall reimburse Consultant for travel expenses and other reasonable and necessary
out-of-pocket expenses incurred by Consultant directly in connection with services rendered
hereunder, upon presentation of proper receipts or other appropriate documentation and subject to
such reasonable guidelines, reporting requirements or limitations provided by Loral from time to
time.



During the Term, the Company shall keep open the “hq.loral.com” email address formerly used by
Consultant and shall allow Consultant to continue to receive and send email messages to and from
that address. Consultant shall, unless this email address is unavailable at the time, use this
email address and only this email address, and may not use his personal or any other email address,
for any and all email correspondence pertaining to matters, projects and tasks performed by him
under this Agreement.



Consultant shall bill Loral monthly for the services provided and any expenses incurred during the
month, as specified in paragraph 13 below or on such other terms that are agreed to in writing
between Loral and Consultant.



3. In the performance of his services, Consultant’s relationship to Loral shall be solely that of
an independent contractor to provide personal services. In this capacity, Consultant will not be
an employee of Loral and will not be entitled to workers’ compensation coverage, unemployment
insurance or any other type or form of insurance or benefit normally provided by Loral for its
employees, including (but not limited to) holiday and vacation pay; and Loral will not be
responsible for withholding federal income or social security taxes from the fees paid. Loral
shall have no liability whatsoever on account of this Agreement except as provided in paragraph 2.
Consultant shall file all tax returns and reports required to be filed pursuant to law, including,
without limitation, reports required to be filed by former employees of the United States
Government, if applicable.



4. Consultant shall assign, convey and transfer to Loral without further consideration, each and
every work made for hire, invention, discovery, improvement, maskwork, and patent conceived or
developed by Consultant during performance under this Agreement, and, upon request, shall execute
any required papers and furnish all reasonable assistance to Loral to vest all right, title and
interest in such inventions, discoveries, improvements and patents in Loral. Consultant warrants
and represents the originality of the deliverable items under this Agreement and that no portion of
the deliverable items, or their use and/or distribution, shall present any infringement or other
conflict of interest. All data, copyrights, copyrightable creations and reports developed in the
performance of this Agreement shall be the sole property of Loral and shall be used by Consultant
solely in work for Loral. Upon termination or expiration of this Agreement, Consultant shall
deliver all such records, data, information, models, tools and other documents and all copies
thereof to Loral.



5. (a) Consultant shall not disclose to any person during the term of this Agreement or
thereafter, without Loral’s prior written approval, any confidential and/or proprietary information
of Loral (whether written or oral), including specifications, know-how, strategic or technical
data, marketing research data, product research and development data, manufacturing techniques,
confidential customer lists, sources of supply and trade secrets or information relating to the
business, designs, inventions, plans, methods, processes or affairs of Loral or its affiliates, or
third party confidential information in the possession of Loral or its affiliates, which Consultant
may have acquired or developed in connection with the performance of duties hereunder or otherwise,
unless and until that information shall have become public knowledge without breach of this
Agreement. Consultant agrees that he will use any such information only for the purpose set forth
in Paragraph 1 hereto.



(b) Consultant has carefully considered the nature, extent and duration of the restrictions
and obligations contained in this Paragraph 5 and acknowledges and agrees that such restrictions
are fair and reasonable in all respects to protect the legitimate interests of Loral and its
affiliates and that these restrictions are designed for the reasonable protection of the business
of Loral and that of its affiliates. Consultant acknowledges that remedies at law would be
inadequate to protect Loral against any actual or threatened breach of this Paragraph 5 and,
without prejudice to any other rights and remedies otherwise available to Loral, Consultant agrees
that Loral will be entitled to suitable relief, including injunction, and further agrees to waive
any requirement for security or the posting of any bond in connection with any such remedy.



6. In performing work under this Agreement, Consultant agrees to comply with provisions of Loral
policies relating to standards of conduct and to ethical business practices (see: Attachment 1).
By execution of this Agreement, Consultant certifies that Consultant has: (i) received a copy of
Attachment 1, (ii) been advised that compliance with Attachment 1 is required, (iii) read
Attachment 1 and (iv) agreed to comply with the policies as stated therein. Any questions that
arise concerning the propriety of any action proposed to be taken should be directed to the Loral
General Counsel (212-697-1105).



7. Concerning work under this Agreement, Consultant shall not engage in any effort on behalf of
Loral to lobby (i.e., to influence or attempt to influence) Congress, any federal agency, any
member of Congress, any federal officer, or any federal agency employee or employee of a member of
Congress, unless such activity is expressly approved by the Loral General Counsel in writing. If
such efforts are approved in writing, Consultant shall report the details to Loral and shall
provide Loral with a copy of any declaration filed by Consultant pursuant to 31 U.S.C. Section 1352
in connection with such efforts.



8. If any information or material acquired or developed by Consultant in performance under this
Agreement is, or becomes, classified within the meaning of the Espionage Act (Title 18, U.S.C. §§
792-799) and Executive Order 12356 (April 1982), Consultant agrees to preserve the security of such
work in compliance with all applicable laws and regulations of the United States. Any data or
information of any type acquired or generated by Consultant in the performance of services under
this Agreement shall be submitted to Loral for security review before publication or dissemination.
Further, Consultant agrees to abide by Loral’s security rules and such other rules as are
communicated from time to time to Consultant by an officer of Loral.



9. In performing under this Agreement and in addition to paragraph 7, above, Consultant agrees to
comply with applicable laws and regulations, including export control laws, and to not make or
permit to be made any improper payments, or to engage in any unlawful conduct. Consultant agrees
not to assume any obligation which would interfere or be inconsistent with performance of this
Agreement, and hereby represents and warrants to Loral that the services to be performed under this
Agreement shall not result in a conflict of interest, including but not limited to, any conflict
prohibited by the laws or regulations of the United States or other applicable jurisdictions. This
Agreement shall terminate immediately and all payments due shall be forfeited if, in rendering
services hereunder, improper payments are made to or by Consultant, unlawful conduct is engaged in
by Consultant, or any part of the remuneration payable under this Agreement is used for an illegal
purpose. Additionally, no remuneration shall be payable if such payment is prohibited by any law,
regulation or decision of the Government of the United States, to include any agency thereof, or
any foreign government involved with the subject hereof.



10. Consultant’s identity, the amount of the remuneration to be paid, and the details of this
Agreement may be disclosed pursuant to the securities laws of the United States and may otherwise
be disclosed to the Government of the United States or as otherwise required by law, rule or
regulation.



11. A material factor in the Loral decision to retain Consultant was the response to the
questionnaire entitled “Consultant Disclosure Statement” as completed by Consultant and attached
hereto as Attachment 2. Any change to the information provided in the answers to the questionnaire
should be reported immediately to the Loral General Counsel. Loral reserves the right to terminate
this Agreement without further notice and obligation if the information provided in the
questionnaire was inaccurate or if there is a material change in the information provided during
the course of this Agreement.



12. Upon termination of this Agreement, (i) Consultant shall return to Loral all documents,
materials or information provided to or developed by Consultant in connection with Consultant’s
performance under this Agreement or certify in writing as to their destruction and (ii) Loral shall
promptly pay to Consultant all consulting fees for services properly rendered by Consultant
hereunder and reimburse Consultant for all expenses properly incurred by Consultant hereunder, in
each case, prior to such termination, provided Consultant properly submits and documents in one or
more invoices, as required by paragraph 13 herein, such services and expenses. After payment for
all services properly rendered hereunder and reimbursement for all expenses properly incurred
hereunder prior to such termination, Loral shall have no further obligation hereunder and
Consultant shall not be entitled to any severance or termination pay or damages for termination of
this Agreement.



13. Unless otherwise approved in writing, Consultant shall submit invoices to Loral monthly for
payment. Invoices shall be addressed to: Loral Space & Communications Inc., 600 Third Avenue, New
York, New York 10016, Attention: Vice President, Chief Financial Officer, Treasurer and Controller.
Invoices shall specify: (i) the period covered in the invoice, (ii) a description of the work
performed during the period, including the number of hours worked and any travel time, (iii) the
details of and documentation for any expenses reimbursable under paragraph 2, above, and (iv)
identification of any activity covered by the Lobbying Disclosure Act, 31 U.S.C. Section 1352, or
any state or local lobbying law together with any filing made by Consultant pursuant to those laws.
Each invoice shall contain the following certification: SUBMISSION OF THIS INVOICE CERTIFIES
COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE CONSULTING AGREEMENT UNDER WHICH THIS INVOICE IS
SUBMITTED, AND CERTIFIES COMPLIANCE WITH ALL LAWS, REGULATIONS AND LORAL POLICIES REFERENCED
THEREIN.



14. This Agreement and the enforcement thereof shall be governed and controlled in all respects by
the internal laws of the State of New York, without application of the conflict of laws provisions
thereof. Any dispute or controversy arising from or relating to this Agreement and/or Consultant’s
relationship with Loral shall be resolved by binding “baseball” type (also known as “final offer”)
arbitration (i.e. each Party will submit the amount of its claim and the arbitrator will select one
such amount), to be held in New York or in any other location mutually agreed to by Loral and
Consultant before one arbitrator selected in accordance with the rules and procedures of the
American Arbitration Association. Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.



15. In the event that a court of competent jurisdiction shall determine that any provision of this
Agreement or the application thereof is unenforceable in whole or in part because of the duration
or scope thereof, the parties hereto agree that said court in making such determination shall have
the power to reduce the duration and scope of such provision to the extent necessary to make it
enforceable in such jurisdiction or sever any such unenforceable provision, and that the Agreement
in its reduced and/or severed form shall be valid and enforceable to the full extent permitted by
law, provided that the invalidity of any one or more provisions in any jurisdiction shall not
affect the validity of any other provision in such jurisdiction or the validity of such provision
in any other jurisdiction. This Agreement may not be modified or amended except by a written
document signed by an authorized person on behalf of each Party.



16. This written Agreement constitutes the entire and complete agreement between the Parties
concerning the services described herein. This Agreement supersedes all prior and collateral
communications and understandings between the Parties with respect to the subject matter hereof.
It is agreed that there are no terms, conditions or understandings other than as set forth herein.



17. It is agreed that no failure or delay by either Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any right, power or
privilege hereunder. No Party may assign or transfer, in whole or in part, any of its rights,
obligations or duties under this Agreement.



18. Notices under this Agreement shall be transmitted to the address for notices specified below or
such other address as a Party shall designate to the other Party in writing. Notices shall be
deemed to have been given as of the date such notice is (a) delivered to the Party intended, (b)
delivered to the then designated address of the Party intended, (c) transmitted to the then
designated fax number of the Party intended (provided that the original of such Notice is delivered
on the same day to a nationally recognized overnight courier for delivery to the then designated
address of the Party intended on the next business day), or (d) sent by nationally recognized
overnight courier or by United States Certified Mail, return receipt requested, postage prepaid and
addressed to the then designated address of the Party intended.



IN WITNESS WHEREOF, the Parties have hereunto caused this Agreement to be executed by their duly
authorized representatives:



	 	 	 
	Consultant:
	 	Loral Space & Communications Inc.:

	Harvey B. Rein

Signature: /s/ Harvey B. Rein

Date: March 15, 2013
	 	By: Avi Katz

Title: President, General Counsel

and Secretary

Signature: /s/ Avi Katz

Date: March 15, 2013