AMOUNT OF ANY
PAYMENT PROVIDED FOR PURSUANT TO THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT OR
OTHERWISE AND THE AMOUNT OF ANY PAYMENT PROVIDED FOR PURSUANT TO THIS AGREEMENT
SHALL NOT BE REDUCED BY ANY COMPENSATION EARNED AS A RESULT OF EXECUTIVE'S OTHER
EMPLOYMENT OR OTHERWISE.
H.
SUCCESSORS; BINDING AGREEMENT.
THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE COMPANY, ITS
SUBSIDIARIES, SUBSIDIARIES, AND THE EXECUTIVE AND ANY PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, ASSIGNS, HEIRS,
DISTRIBUTEES, DEVISEES AND LEGATEES.
FURTHER, THE COMPANY WILL REQUIRE ANY
SUCCESSOR (WHETHER, DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, OR
OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE
COMPANY TO ASSUME EXPRESSLY AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME
MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT
IF NO SUCH SUCCESSION HAD TAKEN PLACE.
AS USED IN THIS AGREEMENT, "COMPANY"
SHALL MEAN THE COMPANY AND ANY SUCCESSOR TO ITS BUSINESS AND/OR ASSETS WHICH IS
REQUIRED BY THIS SECTION 12(G) TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT OR
WHICH OTHERWISE ASSUMES AND AGREES TO PERFORM THIS AGREEMENT; PROVIDED, HOWEVER,
IN THE EVENT THAT ANY SUCCESSOR, AS DESCRIBED ABOVE, AGREES TO ASSUME THIS
AGREEMENT IN ACCORDANCE WITH THE PRECEDING SENTENCE, AS OF THE DATE SUCH
SUCCESSOR SO ASSUMES THIS AGREEMENT, THE COMPANY SHALL CEASE TO BE LIABLE FOR
ANY OF THE OBLIGATIONS CONTAINED IN THIS AGREEMENT.
I.
NOTICE.
FOR THE PURPOSE OF THIS
AGREEMENT, NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THE AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED
BY HAND OR OVERNIGHT COURIER OR THREE DAYS AFTER IT HAS BEEN MAILED BY UNITED
STATES REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED TO
THE RESPECTIVE ADDRESSES SET FORTH BELOW IN THIS AGREEMENT, OR TO SUCH OTHER
ADDRESS AS EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE
HEREWITH, EXCEPT THAT NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON
RECEIPT.
If to the Employer:
PanAmSat Corporation
20 Westport Road
Wilton, CT 06897
Attention:
James W. Cuminale, Esq.
With a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention:
Alvin H. Brown, Esq.
11
If to Executive:
To the most recent address of Executive set forth in the personnel records of
the Employer.
With a copy to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attention:
Jack H. Nusbaum, Esq.
J.
EXECUTIVE REPRESENTATION.
EXECUTIVE
HEREBY REPRESENTS TO THE EMPLOYER THAT THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY EXECUTIVE AND THE EMPLOYER AND THE PERFORMANCE BY EXECUTIVE OF
EXECUTIVE'S DUTIES HEREUNDER SHALL NOT CONSTITUTE A BREACH OF, OR OTHERWISE
CONTRAVENE, THE TERMS OF ANY EMPLOYMENT AGREEMENT OR OTHER AGREEMENT OR POLICY
TO WHICH EXECUTIVE IS A PARTY OR OTHERWISE BOUND.
K.
PRIOR AGREEMENTS. THIS AGREEMENT
SUPERCEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS (INCLUDING VERBAL AGREEMENTS)
BETWEEN EXECUTIVE AND THE EMPLOYER AND/OR