Common use of Gradual Exit Clause in Contracts

Gradual Exit. If all of the Performance Exit Option does not vest as of the first Change in Control or Realization Event, or if no such Change in Control or Realization Event has occurred, and if the Sponsor Shareholders receive Cash Proceeds (whether through a Change in Control, a Realization Event, extraordinary cash dividends or any combination of the foregoing) equal to an amount that, when combined with the amount (if any) received as Cash Proceeds upon the first Measuring Trigger, would lead to the Applicable Fraction being equal to or greater than one (1), then, to the extent unvested and non-forfeited, the Performance Exit Option shall vest in full; provided that, subject to Sections 5(a) and 7 of the Agreement, the Employee remains continuously employed in active service by the Employer from the Grant Date through the date of achievement of Cash Proceeds equal to such Applicable Fraction. Exhibit B ELECTION TO INCLUDE SHARES IN GROSS INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE On [ , 20 ] (the “Exercise Date”), the undersigned purchased [ ] Class A shares, par value U.S. $.001 per share (the “Class A Shares”), of Intelsat Global, Ltd. (formerly known as Xxxxxxxx Holdings Limited and referred to herein as the “Company”) pursuant to the exercise of a non-qualified stock option granted pursuant to a Option Agreement between the Company and the undersigned (the “Option Agreement”), dated as of [ ], 2009. Under certain circumstances, the Company has the right to repurchase the Class A Shares from the undersigned (or from the holder of the Class A Shares, if different from the undersigned) upon the occurrence of certain events as described in the Option Agreement. Hence, the Class A Shares are subject to a substantial risk of forfeiture and are nontransferable to other than family members (within the meaning of Treasury Regulation §1.83-3(d)). The undersigned desires to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code”) to have the Class A Shares taxed at the time the undersigned purchased the Class A Shares. Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Class A Shares, to report as taxable income for the undersigned’s taxable year ended December 31, [20 ] the excess (if any) of the Class A Shares’ fair market value on [ , 20 ], over the purchase price thereof. The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

Gradual Exit. If all of the Performance Exit Option does not vest as of the first Change in Control or Realization Event, or if no such Change in Control or Realization Event has occurred, and if the Sponsor Shareholders receive Cash Proceeds (whether through a Change in Control, a Realization Event, extraordinary cash dividends or any combination of the foregoing) equal to an amount that, when combined with the amount (if any) received as Cash Proceeds upon the first Measuring Trigger, would lead to the Applicable Fraction being equal to or greater than one (1), then, to the extent unvested and non-forfeited, the Performance Exit Option shall vest in full; provided that, subject to Sections 5(a) and 7 of the Agreement, the Employee remains continuously employed in active service by the Employer from the Grant Date through the date of achievement of Cash Proceeds equal to such Applicable Fraction. Exhibit B ELECTION TO INCLUDE SHARES IN GROSS INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE On [ , 20 ] (the “Exercise Date”), the undersigned purchased [ ] Class A shares, par value U.S. $.001 per share (the “Class A Shares”), of Intelsat Global, Ltd. (formerly known as Xxxxxxxx Holdings Limited and referred to herein as the “Company”) pursuant to the exercise of a non-qualified stock option granted pursuant to a Option Agreement between the Company and the undersigned (the “Option Agreement”), dated as of [ ], 2009. Under certain circumstances, the Company has the right to repurchase the Class A Shares from the undersigned (or from the holder of the Class A Shares, if different from the undersigned) upon the occurrence of certain events as described in the Option Agreement. Hence, the Class A Shares are subject to a substantial risk of forfeiture and are nontransferable to other than family members (within the meaning of Treasury Regulation §1.83-3(d)). The undersigned desires to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code”) to have the Class A Shares taxed at the time the undersigned purchased the Class A Shares. Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Class A Shares, to report as taxable income for the undersigned’s taxable year ended December 31, [20 20__] the excess (if any) of the Class A Shares’ fair market value on [ , 20 ], over the purchase price thereof. The following information is supplied in accordance with Treasury Regulation §1.83-2(e):