EX-10.2






[DEFERRED SETTLEMENT]




RESTRICTED STOCK UNIT AGREEMENT

UNDER THE

LORAL SPACE & COMMUNICATIONS INC.

2005 STOCK INCENTIVE PLAN




THIS AGREEMENT (the “Agreement”) is made as of the 5th day of March, 2009 (the “Grant Date”),
by and between LORAL SPACE & COMMUNICATIONS INC. (the “Company”) and C. Patrick DeWitt (the
“Grantee”).



W I T N E S S E T H :




WHEREAS, the Grantee is now employed by the Company or a subsidiary of the Company (a
“Subsidiary”) in a key capacity, and the Company wishes to grant the Grantee a notional interest in
shares of the Company’s common stock, par value $0.01 per share (the “Stock”), in the form of
restricted stock units, subject to certain restrictions and on the terms and conditions set forth
herein; and



WHEREAS, through the grant of these restricted stock units, the Company hopes to incentivise
and retain the services of Grantee and encourage stock ownership by Grantee in order to give
Grantee a proprietary interest in the Company’s success and align Grantee’s interest with those of
the stockholders of the Company;



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



1. Grant of Restricted Stock Units. Subject to the restrictions, terms and conditions set
forth herein and in the Company’s 2005 Stock Incentive Plan, as amended from time to time (the
“Plan”), the Company hereby grants to the Grantee 25,000 restricted stock units (the “Award”) (the
restricted stock units granted hereunder are hereafter referred to as the “Restricted Stock
Units”). Each Restricted Stock Unit shall represent the right to receive upon settlement (i) one
share of Stock or (ii) cash equal to the fair market value of one share of Stock on the settlement
date, subject to the terms and conditions set forth herein. Capitalized terms not defined herein
shall have the meaning ascribed to them in the Plan.



2. Satisfaction of Vesting Conditions.



(a) General. Except as provided in this Agreement, the Restricted Stock Units are
subject to a substantial risk of forfeiture until vested as set forth in Section 2(b) and are not
transferable, other than by will or the laws of descent and distribution.



(b) Vesting Schedule. The Restricted Stock Units shall vest in separate tranches
(each, a “Tranche”) in accordance with the vesting schedule set forth in the table below (subject
to earlier vesting or forfeiture as provided below) on the specified vesting dates (each, a
“Vesting Date,” and the period between each Vesting Date, a “Vesting Period”), provided the Grantee
has remained an employee of the Company or a Subsidiary from the date hereof through each Vesting
Date.



	 	 	 	 	 
	Number of Restricted Stock Units
	 	Vesting Date

	 	 	 	 	 

	 	16,666	 	 	March 5, 2010

	 	 	 	 	 

	 	1,042	 	 	June 14, 2010

	 	 	 	 	 

	 	1,042	 	 	September 13, 2010

	 	 	 	 	 

	 	1,042	 	 	December 13, 2010

	 	 	 	 	 

	 	1,042	 	 	March 14, 2011

	 	 	 	 	 

	 	1,042	 	 	June 13, 2011

	 	 	 	 	 

	 	1,042	 	 	September 12, 2011

	 	 	 	 	 

	 	1,041	 	 	December 12, 2011

	 	 	 	 	 

	 	1,041	 	 	March 12, 2012

	 	 	 	 	 







(c) Death or Disability. Notwithstanding the continued employment requirement set
forth in Section 2(b) above, upon the Grantee’s death or Disability (as defined below) while
employed with the Company or a Subsidiary, a portion of the Tranche of Restricted Stock Units next
scheduled to vest on the next Vesting Date shall immediately become fully vested equal to the
number of Restricted Stock Units subject to such next Tranche multiplied by a fraction, the
denominator of which is the total number of days in the Vesting Period during which such death or
Disability occurs, and the numerator of which is the number of days during such Vesting Period that
the Grantee is employed with the Company or a Subsidiary prior to such death or Disability. For
purposes of this Agreement, the term “Disability” shall have the meaning ascribed thereto in the
Plan, provided such Disability also constitutes a “disability” within the meaning of Treasury
Regulation Section 1.409A-3(i)(4). Except as provided in this Section 2(c), upon the Grantee’s
death or Disability, the unvested portion of the Restricted Stock Units shall expire and be
forfeited.



(d) Termination Without Cause. Notwithstanding the continued employment requirement
set forth in Section 2(b) above, upon the termination of the Grantee’s employment with the Company
and all Subsidiaries by the Company or a Subsidiary without Cause (as that term is defined in the
Plan) following the first anniversary of the Grant Date, the number of Restricted Stock Units
subject to the four (or fewer) Tranches next scheduled to vest on the next four (or fewer) Vesting
Dates shall immediately vest. Except as provided in this Section 2(d), upon the termination of the
Grantee’s employment with the Company and all Subsidiaries by the Company or a Subsidiary without
Cause, the unvested portion of the Restricted Stock Units shall expire and be forfeited.



(e) Other Terminations. Upon the Grantee’s termination of employment with the Company
and all Subsidiaries for any reason other than by the Company or a Subsidiary without Cause, (i)
all outstanding unvested Restricted Stock Units shall immediately expire and be forfeited.



(f) Change in Control. In the event of a Change in Control or New SS/L Sale Event (as
defined in the Plan), in either case, that also constitutes a “change in control event” within the
meaning of Treasury Regulation Section 1.409A-3(i)(5) (a “409A Change in Control”), all of the then
unvested Restricted Stock Unit Agreements shall immediately vest.



3. Settlement of Restricted Stock Units.



(a) All outstanding vested Restricted Stock Units shall be settled on the earlier of (a) March
12, 2012, (b) the date of the Grantee’s death or Disability, (c) the date the Grantee undergoes a
Separation from Service (as defined below), and (d) the date of consummation of a 409A Change in
Control, (the first of (a), (b), (c) and (d) to occur shall be the “Settlement Date”);
provided, however, that to the extent that the Grantee is a “specified employee”
within the meaning of Treasury Regulation 1.409A-1(i) any settlement of the Restricted Stock Units
on account of the Grantee’s Separation from Service from the Company shall be delayed for such
period of time as may be necessary to meet the requirements of Treasury Regulation Section
1.409A-3(i)(2) (the “Delay Period”) and on the first business day following the expiration of the
Delay Period, all vested Restricted Stock Units shall be settled. On the Settlement Date, the
Company shall deliver to the Grantee (or the Grantee’s estate in the event of Grantee’s death) (x)
a certificate or certificates representing the number of shares of Stock equal to the number of
vested Restricted Stock Units or (y) a lump sum payment of cash having a value equal to the fair
market value of one share of Stock as of the Settlement Date multiplied by the number of vested
Restricted Stock Units. The determination as to whether the Restricted Stock Units will be settled
in Stock or cash shall be within the sole discretion of the Company.



(b) For purposes of this Agreement, a “Separation from Service” will be deemed to occur on the
date as of which the Grantee has undergone a “termination of employment” (as that term is
specifically defined in Treas. Reg. §1.409A-1(h)(ii) applying the rules set forth therein) with the
Loral Controlled Group (as defined below); provided, however, that the Grantee will
be deemed to undergo a termination of employment (and thus a Separation from Service) on the date
that such Grantee’s level of bona fide services performed decreases to a level less than 50 percent
of the average level of services performed by the Grantee during the immediately preceding 36-month
period. For purposes of this Agreement the Loral Controlled Group means Loral and all persons and
entities with respect to which Loral would be considered a single employer under Code §414(b) and
(c), provided, however, that in applying Code §1563(a)(1), (2) and (3) for purposes
of determining a controlled group of corporations and in applying Treas. Reg. §1.414(c)-2 for
purposes of determining trades or businesses that are under common control, as provided in Treas.
Reg. §1.409A-1(h)(3), the language “at least 80 percent” is used, instead of the default language
“at least 50 percent” as set forth in Treas. Reg. §1.409A-1(h)(3), each place it appears.



4. Dividends and Dividend Equivalents. No dividends or dividend equivalents shall accrue or
be paid with respect to any outstanding Restricted Stock Units.



5. Rights of Stockholder. The Grantee will not have any rights as a Stockholder with respect
to any Restricted Stock Units until the Grantee becomes the holder of record of such shares.



6. No Right to Continued Employment. This Agreement does not confer upon the Grantee any
right to continuance of employment with the Company, nor shall it interfere in any way with the
right of the Company to terminate his or her employment at any time.



7. Transferability. The Restricted Stock Units may not, at any time prior to settlement, be
assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee
other than by will or the laws of descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable.



8. Tax Withholding. The Grantee agrees as a condition of this Agreement, to pay to the
Company, or make arrangements satisfactory to the Company regarding payment to the Company of, the
aggregate amount of federal, state and local income and payroll taxes that the Company is required
to withhold in connection with the vesting and settlement of the Restricted Stock Units.
Alternatively, the Company may, in its sole discretion, withhold cash and/or shares of Stock having
a value equal to all or a portion of the aggregate minimum amount of federal, state and local
income and payroll taxes that the Company is required to withhold, and, if only a portion of the
required amount is withheld, the Grantee agrees to pay to the Company, or make arrangements
satisfactory to the Company regarding payment to the Company of, the amount of tax withholding not
covered by the withholding of cash and/or shares of Stock.



9. 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 Grantee to the Company shall be mailed or delivered to the Company at its
New York office and all notices or communications by the Company to the Grantee may be given to the
Grantee personally or may be mailed to the Grantee’s home address as reflected on the books of the
Company.



10. Arbitration. All disputes between the parties arising out of, or in connection with the
validity, interpretation, construction, meaning or execution of the Plan or of this Agreement or
any settlement thereof, shall be finally settled by arbitration to be held in New York City and
conducted in accordance with the Rules of the American Arbitration Association. Judgment upon the
award rendered may be entered in any court having jurisdiction or application may be made to such
court for judicial acceptance of the award and an order of enforcement, as the case may be.



11. Governing Law. The validity, interpretation and performance of this Agreement shall be
controlled by and construed under the laws of Delaware, without giving effect to the principles of
conflicts of law.



12. Signature in Counterparts. This Agreement may be signed in counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument.



* * *





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




LORAL SPACE & COMMUNICATIONS INC.




By: /s/ Michael B. Targoff

Name: Michael B. Targoff

Title: Vice Chairman and Chief Executive Officer





C. Patrick DeWitt


Grantee: C. Patrick DeWitt



Mailing Address of Grantee for Delivery of Stock Certificates:



      



      



Phone Number of Grantee:      



Email Address of Grantee:      



Social Security No.:      —      —      




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