Exhibit 10.1
FORM OF RESTRICTED STOCK GRANT AGREEMENT(1)
THIS GRANT AGREEMENT (THE "AGREEMENT"), DATED AS OF JUNE __, 2005 (THE "GRANT
DATE") IS MADE BY AND BETWEEN PANAMSAT HOLDING CORPORATION, A DELAWARE
CORPORATION (THE "COMPANY"), AND [NAME] (THE "PARTICIPANT").
ANY CAPITALIZED
TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANING SET FORTH IN THE
PLAN (AS DEFINED BELOW).
WHEREAS, the Company maintains the Second Amended and Restated 2004 Stock Option
Plan for Key Employees of PanAmSat Holding Corporation and its Subsidiaries (the
"Plan"), the terms of which are hereby incorporated by reference and made part
of this Agreement;
WHEREAS, the Compensation Committee of the Board (the "Committee") has
determined that it would be in the best interests of the Company and its
stockholders to grant the restricted shares provided for herein to the
Participant pursuant to the Plan and the terms of this Agreement;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth,
the parties hereto agree as follows:
1.
GRANT OF SHARES.
SUBJECT TO THE
TERMS AND CONDITIONS OF THE PLAN, AND THE ADDITIONAL TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT, THE COMPANY HEREBY GRANTS TO THE PARTICIPANT (THE
"GRANT") THE NUMBER OF SHARES OF COMMON STOCK (THE "RESTRICTED SHARES") SET
FORTH ON THE SIGNATURE PAGE HEREOF.
THE RESTRICTED SHARES SHALL VEST AND BECOME
NONFORFEITABLE IN ACCORDANCE WITH SECTION 2.
2.
Vesting(2).
(A)
SUBJECT TO THE PARTICIPANT'S
CONTINUED SERVICE ON THE BOARD AND THE TERMS OF THIS AGREEMENT, ALL OF THE
RESTRICTED SHARES GRANTED HEREUNDER SHALL BECOME UNCONDITIONALLY VESTED ON THE
FIRST ANNIVERSARY OF THE GRANT DATE.
(B)
IF THE PARTICIPANT'S SERVICE ON
THE BOARD IS TERMINATED FOR ANY REASON PRIOR TO THE FIRST ANNIVERSARY OF THE
GRANT DATE, A PRO RATA PORTION OF THE RESTRICTED SHARES SHALL VEST BASED ON THE
RATIO THAT THE NUMBER OF DAYS THE PARTICIPANT SERVED ON THE BOARD SINCE (AND
INCLUDING) THE GRANT DATE BEARS TO 365, AND THE REMAINING RESTRICTED SHARES, TO
THE EXTENT NOT THEN VESTED, SHALL BE FORFEITED BY THE PARTICIPANT WITHOUT
CONSIDERATION.
3.
CERTIFICATES.
(A)
THE RESTRICTED SHARES SHALL BE
ISSUED BY THE COMPANY AND SHALL BE REGISTERED IN THE PARTICIPANT'S NAME ON THE
STOCK TRANSFER BOOKS OF THE COMPANY PROMPTLY AFTER THE DATE HEREOF, BUT ANY
CERTIFICATES (IF APPLICABLE) REPRESENTING THE RESTRICTED SHARES SHALL REMAIN IN
THE PHYSICAL CUSTODY OF THE COMPANY OR ITS DESIGNEE AT ALL TIMES PRIOR TO THE
VESTING OF SUCH RESTRICTED SHARES PURSUANT TO SECTION 2.
THE PARTICIPANT HEREBY
ACKNOWLEDGES AND AGREES THAT THE COMPANY SHALL RETAIN CUSTODY OF SUCH
CERTIFICATE OR CERTIFICATES (IF APPLICABLE) UNTIL THE VESTING OF SUCH RESTRICTED
SHARES PURSUANT TO SECTION 2.
AS A CONDITION TO THE RECEIPT OF THE GRANT, THE
PARTICIPANT SHALL DELIVER TO THE COMPANY A STOCK POWER OR POWERS, DULY ENDORSED
IN BLANK, RELATING TO THE RESTRICTED SHARES.
NO CERTIFICATES SHALL BE ISSUED
FOR FRACTIONAL SHARES.
(1)
To the extent that a non-employee director of the Company serves as an
authorized representative of an entity and Restricted Shares are issued directly