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.
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
11
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 ITS AFFILIATES REGARDING THE TERMS AND
CONDITIONS OF EXECUTIVE'S EMPLOYMENT WITH THE EMPLOYER AND/OR ITS AFFILIATES;
PROVIDED, HOWEVER, THAT THE EQUITY DOCUMENTS SHALL GOVERN THE TERMS AND
CONDITIONS OF EXECUTIVE'S EQUITY HOLDINGS IN THE COMPANY.
L.
COOPERATION.
EXECUTIVE SHALL
PROVIDE EXECUTIVE'S REASONABLE COOPERATION IN CONNECTION WITH ANY ACTION OR
PROCEEDING (OR ANY APPEAL FROM ANY ACTION OR PROCEEDING) WHICH RELATES TO EVENTS
OCCURRING DURING EXECUTIVE'S EMPLOYMENT HEREUNDER.
THE COMPANY WILL PAY ALL
REASONABLE OUT OF POCKET EXPENSES ACTUALLY INCURRED BY EXECUTIVE TO PROVIDE SUCH
COOPERATION.
THIS PROVISION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
M.
WITHHOLDING TAXES.
THE EMPLOYER MAY
WITHHOLD FROM ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT SUCH FEDERAL, STATE AND
LOCAL TAXES AS MAY BE REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR
REGULATION.
N.
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