Exhibit 10.2
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., an entity
established under Dutch law (the "Company"), and Mr. Andrew M. Browne (the
"Employee").
WHEREAS the Company and the Employee have entered into that certain Employment
Agreement dated May 7, 1999, as amended and restated as of November 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 FINANCIAL
OFFICER ("CFO") AND THE EMPLOYEE HEREBY ACCEPTS SUCH POSITION AND AGREES TO
SERVE THE COMPANY IN SUCH CAPACITY DURING THE EMPLOYMENT PERIOD FIXED BY
SECTION 3 HEREOF (THE "EMPLOYMENT PERIOD").
IN ADDITION, IF REQUESTED, THE
EMPLOYEE SHALL SERVE AS THE VICE PRESIDENT OF NEW SKIES SATELLITES HOLDINGS
LTD., AN ENTITY ESTABLISHED UNDER BERMUDA LAW (THE "PARENT").
THE EMPLOYEE
SHALL REPORT TO THE CHIEF EXECUTIVE OFFICER (THE "CEO") IN RESPECT OF HIS DUTIES
TO THE COMPANY AND THE PRESIDENT OF THE PARENT IN RESPECT OF HIS DUTIES TO THE
PARENT.
THE EMPLOYEE WILL HAVE SUCH DUTIES, RESPONSIBILITIES AND AUTHORITY AS
ARE CUSTOMARY FOR A CFO, INCLUDING, WITHOUT LIMITATION, THE RESPONSIBILITY FOR
THE OPERATION OF THE FINANCE DEPARTMENT OF THE COMPANY INVOLVING PERIODIC
FINANCIAL REPORTING, PREPARATION OF ANNUAL AND LONG RANGE BUDGETS AND FINANCIAL
PLANS, IMPLEMENTATION OF FINANCIAL CONTROLS AND SYSTEMS, ESTABLISHMENT AND
MAINTENANCE OF A GENERAL LEDGER SYSTEM AND BOOKS OF ACCOUNT FOR PAYROLL,
ACCOUNTS RECEIVABLE AND PAYABLE, CASH MANAGEMENT AND TAX REPORTING.
ADDITIONALLY, THE EMPLOYEE WILL ADVISE AND REPRESENT THE COMPANY WITH RESPECT TO
ALL FINANCING ACTIVITIES INCLUDING PLACEMENT OF BANK OR OTHER DEBT FACILITIES,
ANY PUBLIC EQUITY PLACEMENT AND THE SALE OR ACQUISITION OF COMPANY ASSETS.
FINALLY, THE EMPLOYEE WILL BE RESPONSIBLE INITIALLY FOR MANAGEMENT OF THE HUMAN
RESOURCES AND MANAGEMENT INFORMATION SYSTEMS DEPARTMENTS.
(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 PARENT (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 THE EMPLOYEE TO (I) ACT OR SERVE AS A