Common use of Equity Arrangement Clause in Contracts

Equity Arrangement. The Executive has been previously granted Class A restricted shares, shall be granted an Option (the “Option”) to purchase Class A shares and shall be granted Class B restricted shares which shall be subject to the terms and conditions as set forth in the equity award agreements executed May 6, 2009 (for Class A restricted shares, the “Class A Restricted Share Agreement,” for Class B restricted shares, the “Class B Restricted Share Agreement,” for the Option, the “Option Agreement” and collectively, the “Equity Award Agreements”). The Equity Award Agreements provide that if the Company consummates an acquisition by or merger of the Company through a transaction or series of transactions with any of those certain Person(s) (as defined in that certain Intelsat Global, Ltd. 2008 Share Incentive Plan, effective February 4, 2008) described in the Board resolution dated December 29, 2008 but after which the Sponsor Shareholders do not in the aggregate possess beneficial ownership of more than fifty percent (50%) of the voting securities (for the election of directors) of the Company or its successor (a “Significant Corporate Event”), then if on or following such Significant Corporate Event (i) (A) the affirmative written consent of the Sponsor Shareholders or a representative thereof is not required for the Company to terminate the Executive’s employment at the time of such termination and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason (each as defined below), then the applicable vesting provisions shall apply as if a Change in Control had occurred immediately prior to such termination of employment, or (ii) (A) the affirmative written consent of the Sponsor Shareholders or a representative thereof is required for the Company to terminate the Executive’s employment at the time of such termination and at all times theretofore, and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason on or after the date that is eighteen (18) months following the date of such Significant Corporate Event, then the applicable vesting provisions shall apply as if a Change in Control had occurred immediately prior to such termination of employment (and, for the avoidance of doubt, if affirmative consent of the Sponsor Shareholders or a representative thereof is required to terminate the Executive’s employment and the Executive’s employment is terminated for any reason within the 18 month period commencing on the date of a Significant Corporate Event, then no Change in Control vesting provisions shall apply).

Equity Arrangement. The Executive has been previously granted Class A restricted shares, shall be granted an Option (the “Option”) to purchase Class A shares and shall be granted Class B restricted shares which shall be subject to the terms and conditions as set forth in the equity award agreements executed May 6, 2009 (for Class A restricted shares, the “Class A Restricted Share Agreement,” for Class B restricted shares, the “Class B Restricted Share Agreement,” for the Option, the “Option Agreement” and collectively, the “Equity Award Agreements”). The Equity Award Agreements provide that if the Company consummates an acquisition by or merger of the Company through a transaction or series of transactions with any of those certain Person(s) (as defined in that certain Intelsat Global, Ltd. 2008 Share Incentive Plan, effective February 4, 2008) described in the Board resolution dated December 29, 2008 but after which the Sponsor Shareholders do not in the aggregate possess beneficial ownership of more than fifty percent (50%) of the voting securities (for the election of directors) of the Company or its successor (a “Significant Corporate Event”), then if on or following such Significant Corporate Event (i) (A) the affirmative written consent of the Sponsor Shareholders or a representative thereof is not required for the Company to terminate the Executive’s employment at the time of such termination and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason (each as defined below), then the applicable vesting provisions shall apply as if a Change in Control had occurred immediately prior to such termination of employment, or (ii) (A) the affirmative written consent of the Sponsor Shareholders or a representative thereof is required for the Company to terminate the Executive’s employment at the time of such termination and at all times theretofore, and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason on or after the date that is eighteen (18) months following the date of such Significant Corporate Event, then the applicable vesting provisions shall apply as if a Change in Control had occurred immediately prior to such termination of employment (and, for the avoidance of doubt, if affirmative consent of the Sponsor Shareholders or a representative thereof is required to terminate the Executive’s employment and the Executive’s employment is terminated for any reason within the 18 month period commencing on the date of a Significant Corporate Event, then no Change in Control vesting provisions shall apply).

Equity Arrangement. The Executive has been previously granted Class A restricted shares, shall be granted an Option (the “Option”) to purchase Class A shares and shall be granted Class B restricted shares which shall be subject to the terms and conditions as set forth in the equity award agreements executed which are effective May 6, 2009 (for Class A restricted shares, the “Class A Restricted Share Agreement,” for Class B restricted shares, the “Class B Restricted Share Agreement,” for the Option, the “Option Agreement” and collectively, the “Equity Award Agreements”). The Equity Award Agreements provide that if the Company consummates an acquisition by or merger of the Company through a transaction or series of transactions with any of those certain Person(s) (as defined in that certain Intelsat Global, Ltd. 2008 Share Incentive Plan, effective February 4, 2008) described in the Board resolution dated December 29, 2008 but after which the Sponsor Shareholders do not in the aggregate possess beneficial ownership of more than fifty percent (50%) of the voting securities (for the election of directors) of the Company or its successor (a “Significant Corporate Event”), then if if, on or following such Significant Corporate Event Event, (i) (A) the affirmative written consent of the Sponsor Shareholders or a representative thereof is not required for the Company to terminate the Executive’s employment at the time of such termination and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason (each as defined below), then the applicable vesting provisions shall apply as if a Change in Control had occurred immediately prior to such termination of employment, or (ii) (A) the affirmative written consent of the Sponsor Shareholders or a representative thereof is required for the Company to terminate the Executive’s employment at the time of such termination and at all times theretofore, and (B) the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason on or after the date that is eighteen (18) months following the date of such Significant Corporate Event, then the applicable vesting provisions shall apply as if a Change in Control had occurred immediately prior to such termination of employment (and, for the avoidance of doubt, if affirmative consent of the Sponsor Shareholders or a representative thereof is required to terminate the Executive’s employment and the Executive’s employment is terminated for any reason within the 18 month period commencing on the date of a Significant Corporate Event, then no Change in Control vesting provisions shall apply).