and the Company does not notify Employee in writing of its
intent to contest such denial of refund prior to the expiration of thirty days
after such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of the Gross-Up Payment required to be paid.
8.
Miscellaneous.
(A)
ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR PERMITTED UNDER THIS AMENDED
AGREEMENT SHALL BE EFFECTIVE ONLY IF IT IS IN WRITING AND DELIVERED PERSONALLY
OR SENT BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, ADDRESSED AS FOLLOWS
(OR IF IT IS SENT THROUGH ANY OTHER METHOD AGREED UPON BY THE PARTIES):
If to the Company:
New Skies Satellites B.V.
Attention: VP Human Resources
Rooseveltplantsoen 4
2517 KR Den Haag
The Netherlands
With a copy to:
New Skies Satellites B.V.
Attention: General Counsel
Rooseveltplantsoen 4
2517 KR Den Haag
The Netherlands
If to the Employee:
Mr. S.J. Sprague
Julianaweg 2
2243 HT Wassenaar
The Netherlands
10
or to such other address as any party hereto may designate by notice to the
others, and shall be deemed to have been given upon receipt.
(B)
THIS AMENDED AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES
HERETO WITH RESPECT TO THE EMPLOYEE'S EMPLOYMENT, AND SUPERSEDES AND IS IN FULL
SUBSTITUTION FOR ANY AND ALL PRIOR UNDERSTANDINGS OR AGREEMENTS WITH RESPECT TO
THE EMPLOYEE'S EMPLOYMENT.
(C)
THIS AMENDED AGREEMENT MAY BE AMENDED ONLY BY AN INSTRUMENT IN WRITING
SIGNED BY THE PARTIES HERETO, AND ANY PROVISION HEREOF MAY BE WAIVED ONLY BY AN
INSTRUMENT IN WRITING SIGNED BY THE PARTY OR PARTIES AGAINST WHOM OR WHICH
ENFORCEMENT OF SUCH WAIVER IS SOUGHT. THE FAILURE OF ANY PARTY HERETO AT ANY
TIME TO REQUIRE THE PERFORMANCE BY ANY OTHER PARTY HERETO OF ANY PROVISION
HEREOF SHALL IN NO WAY AFFECT THE FULL RIGHT TO REQUIRE SUCH PERFORMANCE AT ANY
TIME THEREAFTER, NOR SHALL THE WAIVER BY ANY PARTY HERETO OF A BREACH OF ANY
PROVISION HEREOF BE TAKEN OR HELD TO BE A WAIVER OF ANY SUCCEEDING BREACH OF
SUCH PROVISION OR A WAIVER OF THE PROVISION ITSELF OR A WAIVER OF ANY OTHER
PROVISION OF THIS AMENDED AGREEMENT.
(D)
(I)
THIS AMENDED AGREEMENT IS BINDING ON AND IS FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, HEIRS, EXECUTORS,
ADMINISTRATORS AND OTHER LEGAL REPRESENTATIVES. NEITHER THIS AMENDED AGREEMENT
NOR ANY RIGHT OR OBLIGATION UNDER THIS AMENDED AGREEMENT MAY BE ASSIGNED,
TRANSFERRED, PLEDGED OR ENCUMBERED BY THE COMPANY OR BY THE EMPLOYEE.
(II)
THE COMPANY SHALL 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 EXPRESSLY TO ASSUME AND AGREE TO PERFORM THIS AMENDED AGREEMENT IN THE
SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD HAVE BEEN REQUIRED TO
PERFORM THEM IF NO SUCH SUCCESSION HAD TAKEN PLACE. AS USED IN THIS AMENDED
AGREEMENT, ALL REFERENCES TO