upon the exercise of the Option.
10.
SECURITIES LAWS.
UPON THE ACQUISITION OF
ANY SHARES PURSUANT TO THE EXERCISE OF AN OPTION, THE PARTICIPANT WILL MAKE OR
ENTER INTO SUCH WRITTEN REPRESENTATIONS, WARRANTIES AND AGREEMENTS AS THE
COMMITTEE MAY REASONABLY REQUEST IN ORDER TO COMPLY WITH APPLICABLE SECURITIES
LAWS OR WITH THIS AGREEMENT.
11.
NOTICES.
ANY NOTICE UNDER THIS AGREEMENT
SHALL BE ADDRESSED TO THE COMPANY IN CARE OF ITS GENERAL COUNSEL, ADDRESSED TO
THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY AND TO THE PARTICIPANT AT THE
ADDRESS LAST APPEARING IN THE PERSONNEL RECORDS OF THE COMPANY FOR THE
PARTICIPANT OR TO EITHER PARTY AT SUCH OTHER ADDRESS AS EITHER PARTY HERETO MAY
HEREAFTER DESIGNATE IN WRITING TO THE OTHER.
ANY SUCH NOTICE SHALL BE DEEMED
EFFECTIVE UPON RECEIPT THEREOF BY THE ADDRESSEE.
12.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.
13.
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.
9
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto.
NEW SKIES SATELLITES HOLDINGS LTD.
By:
Its
Participant
Schedule A
The number of Shares subject to each Option is set forth below:
Time Option:
Operating Performance Option:
Exit Performance Option:
Tier I IPO Vested Option:
Tier II Vested Option: