Common use of NEW PARENT RESTRICTED SHARES Clause in Contracts

NEW PARENT RESTRICTED SHARES. The Executive shall receive a grant of a number of restricted Common Parent Shares as set forth on ATTACHMENT 1 ("NEW PARENT RESTRICTED SHARES") at or as soon as practicable following the Closing, having the terms and conditions provided below and such other terms and conditions not inconsistent therewith as may be provided for in the plan under which they are granted. The New Parent Restricted Shares shall provide that upon payment of any cash distribution or dividend on the Common Parent Shares to Parent shareholders generally, the holder of such New Parent Restricted Shares shall have credited to an escrow account an amount equal to the amount of cash (which cash amount shall be credited with interest at the lesser of the interest rate applicable to the Parent's revolving credit agreement, as in effect from time to time, or 5% compound interest per annum) or other property that would have been distributed to the Executive had the New Parent Restricted Shares not been subject to restriction, which escrow account shall be distributable as of, and will be distributed to the Executive as soon as practicable following (subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "CODE")), the date upon which such New Parent Restricted Shares vest. It shall be a condition to the Executive's receipt of New Parent Restricted Shares that he become a party to the Shareholders Agreement by and among the Parent and the Shareholders named therein as in effect as of the Closing (the "SHAREHOLDERS AGREEMENT"). The Executive acknowledges that the New Parent Restricted Shares will be subject to the terms and conditions set forth in this Agreement and shall be subject to a substantial risk of forfeiture and restrictions on transferability. (A) TIME-VESTING SHARES.

NEW PARENT RESTRICTED SHARES. The Executive shall receive a grant of a number of restricted Common Parent Shares as set forth on ATTACHMENT 1 ("NEW PARENT RESTRICTED SHARES") at or as soon as practicable following the Closing, having the terms and conditions provided below and such other terms and conditions not inconsistent therewith as may be provided for in the plan under which they are granted. The New Parent Restricted Shares shall provide that upon payment of any cash distribution or dividend on the Common Parent Shares to Parent shareholders generally, the holder of such New Parent Restricted Shares shall have credited to an escrow account an amount equal to the amount of cash (which cash amount shall be credited with interest at the lesser of the interest rate applicable to the Parent's revolving credit agreement, as set forth in effect from time to time, or 5% compound interest per annumSection 2.1(c)(ii)) or other property that would have been distributed to the Executive had the New Parent Restricted Shares not been subject to restriction, which escrow account shall be distributable as of, and will be distributed to the Executive as soon as practicable following following, (subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "CODECode")), the date upon which such New Parent Restricted Shares vest. It shall be a condition to the Executive's receipt of New Parent Restricted Shares that he become a party to the Shareholders Agreement by and among the Parent and the Shareholders named therein as in effect as of the Closing (the "SHAREHOLDERS AGREEMENTShareholders Agreement"). The Executive acknowledges that the New Parent Restricted Shares will be subject to the terms and conditions set forth in this Agreement and shall be subject to a substantial risk of forfeiture and restrictions on transferability. (A) TIME-VESTING OF NEW PARENT RESTRICTED SHARES. Fifty percent of the New Parent Restricted Shares shall vest in equal monthly installments commencing on February 27, 2005, subject to the Executive's continued employment on the date of vesting and to Section 4 below. The remaining fifty percent of the New Parent Restricted Shares shall vest at the later of (x) the sixth month anniversary of the Closing or (y) the transition to a new CEO of Intelsat, PROVIDED that the Executive reasonably cooperates in the implementation of such transition.