Exhibit 10.5
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated this 10th day of October,
2005 (the "Amended Agreement"), among New Skies Satellites B.V., a Dutch company
(Chamber of Commerce registration #33302535) with seat at The Hague (the
"Company"), and Mr. Stephen J. Stott (the "Employee").
WHEREAS the Company and the Employee have entered into that certain Employment
Agreement dated March 2, 1999, as amended and restated as of November 1, 2004
(the "2004 Agreement"); and
WHEREAS, the Company and the Employee desire to amend the 2004 Agreement in
certain respects effective on and after January 1, 2005 (the "Effective Date"),
and to restate the 2004 Agreement to read in its entirety as follows.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.
Employment, Duties, Authority and
Agreements.
(A)
THE COMPANY HEREBY AGREES TO EMPLOY THE EMPLOYEE AS CHIEF TECHNICAL
OFFICER ("CTO") AND THE EMPLOYEE HEREBY ACCEPTS SUCH POSITION AND AGREES TO
SERVE IN SUCH CAPACITY DURING THE EMPLOYMENT PERIOD FIXED BY SECTION 3 HEREOF
(THE "EMPLOYMENT PERIOD").
THE EMPLOYEE SHALL REPORT TO THE CHIEF EXECUTIVE
OFFICER (THE "CEO").
THE EMPLOYEE WILL HAVE SUCH DUTIES, RESPONSIBILITIES AND
AUTHORITY AS ARE CUSTOMARY FOR A CTO, INCLUDING, WITHOUT LIMITATION,
ESTABLISHING STANDARDS FOR AND SUPERVISING THE PERFORMANCE OF THE FOLLOWING
AREAS: SATELLITE COMMUNICATIONS OPERATIONS; CAPACITY PLANNING AND INVENTORY
MANAGEMENT; SATELLITE PROCUREMENT; AND TT&C OPERATIONS. IN ADDITION TO THE ABOVE
RESPONSIBILITIES, THE EMPLOYEE SHALL BE RESPONSIBLE FOR: (I) PARTICIPATING IN
ALL AREAS OF THE FREQUENCY COORDINATION PROCESS, INCLUDING REPRESENTING THE
COMPANY BEFORE THE ITU AND THE GOVERNMENT OF THE NETHERLANDS AND SUPERVISING THE
COORDINATION OF THE COMPANY'S SATELLITE FLEET WITH OTHER SATELLITE OPERATORS,
(II) IDENTIFYING AND ANALYZING POTENTIAL STRATEGIC ACQUISITIONS AND JOINT
VENTURES, COMMERCIAL OPPORTUNITIES, AND PRODUCT DEVELOPMENT PROSPECTS OR MATTERS
AFFECTING THE COMPANY'S INTERESTS, (III) RECRUITING, TRAINING AND MANAGING A
TECHNICAL SUPPORT TEAM WHICH SHALL BE RESPONSIBLE FOR ALL ASPECTS OF SATELLITE
OPERATIONS, (IV) ASSISTING IN COOPERATION WITH THE SALES, MARKETING AND BUSINESS
DEVELOPMENT DEPARTMENTS IN THE STRATEGIC DEVELOPMENT OF NEW PRODUCTS OR SERVICES
IN RESPONSE TO CUSTOMER REQUIREMENTS, AND (V) ANY OTHER DUTIES AND/OR
RESPONSIBILITIES AS THE COMPANY MAY ASSIGN FROM TIME TO TIME.
(B)
DURING THE EMPLOYMENT PERIOD, EXCLUDING ANY PERIODS OF VACATION AND SICK
LEAVE TO WHICH THE EMPLOYEE IS ENTITLED, THE EMPLOYEE SHALL DEVOTE HIS FULL
WORKING TIME, ENERGY AND ATTENTION TO THE PERFORMANCE OF HIS DUTIES AND
RESPONSIBILITIES HEREUNDER AND SHALL FAITHFULLY AND DILIGENTLY ENDEAVOR TO
PROMOTE THE BUSINESS AND BEST INTERESTS OF THE COMPANY AND ANY ENTITY THAT IS A
DIRECT OR INDIRECT WHOLLY-OWNED SUBSIDIARY OF NEW SKIES SATELLITES HOLDINGS LTD.
(SUCH SUBSIDIARIES HEREINAFTER REFERRED TO AS THE "AFFILIATES").
(C)
DURING THE EMPLOYMENT PERIOD, THE EMPLOYEE MAY NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, OPERATE, PARTICIPATE IN THE MANAGEMENT,
OPERATIONS OR CONTROL
OF, OR ACT AS AN EMPLOYEE, OFFICER, CONSULTANT, AGENT OR REPRESENTATIVE OF, ANY
TYPE OF BUSINESS OR SERVICE (OTHER THAN AS AN EMPLOYEE OF THE COMPANY), PROVIDED
THAT IT SHALL NOT BE A VIOLATION OF THE FOREGOING FOR