Common use of Offices, Duties and Responsibilities Clause in Contracts

Offices, Duties and Responsibilities. The Executive shall report ------------------------------------ directly and solely to the Board. Throughout the Employment Period, COMSAT shall cause Executive to be nominated and recommended for election as a Director at each meeting of COMSAT shareholders at which directors are to be elected and to be included as a recommended nominee for election in any proxy provided to shareholders in connection with such meeting. The Executive's offices initially shall be located at COMSAT's present headquarters in Bethesda, Maryland. The Executive shall have all duties and authority customarily accorded a chief executive officer, including, without limitation, the lead responsibility with full autonomy, subject to the customary authority and direction of the Board, to manage the overall business and operations of COMSAT. All employees of COMSAT shall report, directly or indirectly, to the Executive, and the Executive shall have the authority to hire and fire all such employees within established budget parameters, provided that -------- the Board shall approve (i) any salary actions (including hiring decisions) for employees of COMSAT which result in an annual salary in excess of the amount established by the Board from time to time, but in no event less than $100,000, and (ii) any bonuses to be awarded to employees of COMSAT under the COMSAT Annual Incentive Plan (the "AIP") or any other bonuses to be awarded in excess of the amount established by the Board from time to time. The Executive's management of COMSAT shall be (x) in accordance with the policies of the Board and COMSAT's Policies and Procedures, both as in effect from time to time, and (y) within the limits of an annual budget for COMSAT which shall be approved by the Board at least 30 days before the beginning of the fiscal year to which such budget relates. If the Executive proposes the expenditure of any amounts which exceed the applicable annual budgets for COMSAT, such excess amounts shall not be committed to Executive's authority unless and until specifically authorized and approved by the Board.

Offices, Duties and Responsibilities. The Executive shall report ------------------------------------ directly and solely to the Board. Throughout the Employment Period, COMSAT shall cause Executive to be nominated and recommended for election as a Director at each meeting of COMSAT shareholders at which directors are to be elected and to be included as a recommended nominee for election in any proxy provided to shareholders in connection with such meeting. The Executive's offices initially shall be located at COMSAT's present headquarters in Bethesda, Maryland. The Executive shall have all duties and authority customarily accorded a chief executive officer, including, without limitation, the lead responsibility with full autonomy, subject to the customary authority and direction of the Board, to manage the overall business and operations of COMSAT. All employees of COMSAT shall report, directly or indirectly, to the Executive, and the Executive shall have the authority to hire and fire all such employees within established budget parameters, provided that -------- the Board shall approve (i) any salary actions (including hiring decisions) for employees of COMSAT which result in an annual salary in excess of the amount established by the Board from time to time, but in no event less than $100,000, and (ii) any bonuses to be awarded to employees of COMSAT under the COMSAT Annual Incentive Plan (the "AIP") or any other bonuses to be awarded in excess of the amount established by the Board from time to time. The Executive's management of COMSAT shall be (x) in accordance with the policies of the Board and COMSAT's Policies and Procedures, both as in effect from time to time, and (y) within the limits of an annual budget for COMSAT which shall be approved by the Board at least 30 days before the beginning of the fiscal year to which such budget relates. If the Executive proposes the expenditure of any amounts which exceed the applicable annual budgets for COMSAT, such excess amounts shall not be committed to Executive's authority unless and until specifically authorized and approved by the Board.

Offices, Duties and Responsibilities. The Executive shall report ------------------------------------ directly and solely to the Board. Throughout the Employment Period, COMSAT shall cause Executive to be nominated and recommended for election as a Director at each meeting of COMSAT shareholders at which directors are to be elected and to be included as a recommended nominee for election in any proxy provided to shareholders in connection with such meeting. The Executive's offices initially shall be located at COMSAT's present headquarters in Bethesda, Maryland. The Executive shall have all duties and authority customarily accorded a chief executive officer, including, without limitation, the lead responsibility with full autonomy, subject to the customary authority and direction of the Board, to manage the overall business and operations of COMSAT. All employees of COMSAT shall report, directly or indirectly, to the Executive, and the Executive shall have the authority to hire and fire all such employees within established budget parameters, provided PROVIDED that -------- the Board shall approve (i) any salary actions (including hiring decisions) for employees of COMSAT which result in an annual salary in excess of the amount established by the Board from time to time, but bu in no event less than $100,000, and (ii) any bonuses to be awarded to employees of COMSAT under the COMSAT Annual Incentive Plan (the "AIP") or any other bonuses to be awarded in excess of the amount established by the Board from time to time. The Executive's management of COMSAT shall be (x) in accordance with the policies of the Board and COMSAT's Policies and Procedures, both as in effect from time to time, and (y) within the limits of an annual budget for COMSAT which shall be approved by the Board at a least 30 days before the beginning of the fiscal year to which such budget relates. If the Executive proposes the expenditure of any amounts which exceed the applicable annual budgets for COMSAT, such excess amounts shall not be committed to Executive's authority unless and until specifically authorized and approved by the Board.

Offices, Duties and Responsibilities. Effective on the Effective Date, Executive shall be elected President and Chief Executive Officer of NEWCO. The Executive shall report ------------------------------------ directly and solely to the Board of Directors of NEWCO (the "Board"). Throughout the Employment Period, COMSAT NEWCO shall cause Executive to be nominated a member of the Board. In addition, the Executive shall be a member of all committees of the Board (including any executive committee or nominating committee) other than the Audit Committee and recommended for election the Compensation Committee, and other than any special committees on which he might be regarded as a Director at each meeting of COMSAT shareholders at which directors are to be elected and to be included as a recommended nominee for election in any proxy provided to shareholders in connection with such meetingself-interested member. The Executive's offices initially shall be located at COMSATOCV's present headquarters in Bethesda, Marylandheadquarters. The Executive shall have all duties and authority customarily accorded a chief executive officer, including, without limitation, the lead responsibility with full autonomy, subject to the customary authority and direction of the Board, to manage direct and develop the overall business capabilities and operations performance of COMSATNEWCO. The Executive shall be a member and the chairman of any senior executive/management committees which may be established from time to time by the Board. All employees of COMSAT NEWCO shall report, directly or indirectly, to the Executive, Executive and the Executive shall have the authority to hire and fire all such employees within established budget parameters, provided that -------- the Board shall approve (i) any salary actions (including hiring decisions) for employees of COMSAT NEWCO which result in an annual salary in excess of the amount established by the Board from time to time, but in no event less than $100,000150,000, and (ii) any bonuses to be awarded to employees of COMSAT under the COMSAT Annual Incentive Plan (the "AIP") or any other bonuses to be awarded NEWCO, in excess of the amount established by the Board from time to time, and provided further that the Board reserves the right to take any such salary or bonus actions to the Compensation Committee of the Board (the "Compensation Committee") for approval. The Executive's management of COMSAT NEWCO shall be (x) in accordance with the policies of the Board and COMSATNEWCO's Policies policies and Proceduresprocedures, both as in effect from time to time, and (y) within the limits of an annual budget for COMSAT NEWCO which shall be approved by the Board at least 30 days before the beginning of the fiscal year to which such budget relates. The annual budget shall provide adequate resources for Executive to operate the businesses of NEWCO (the "Business") in a manner substantially consistent with the customary day to day operations of comparable first-class businesses in the United States. If the Executive proposes the expenditure of any amounts which exceed the applicable annual budgets for COMSATNEWCO, such excess amounts shall not be committed to Executive's authority unless and until specifically authorized and approved by the Board.

Offices, Duties and Responsibilities. Effective on the Effective Date, Executive shall be elected President and Chief Executive Officer of Ascent. The Executive shall report ------------------------------------ directly and solely to the Board of Directors of Ascent (the "Board"). Throughout the Employment Period, COMSAT Ascent shall cause Executive to be nominated a member of the Board. In addition, the Executive shall be a member of all committees of the Board (including any executive committee or nominating committee) other than the Audit Committee and recommended for election the Compensation Committee, and other than any special committees on which he might be regarded as a Director at each meeting of COMSAT shareholders at which directors are to be elected and to be included as a recommended nominee for election in any proxy provided to shareholders in connection with such meetingself-interested member. The Executive's offices initially shall be located at COMSATthe Company's present headquarters headquarters, which are presently located in BethesdaDenver, MarylandColorado. The Executive shall have all duties and authority customarily accorded a chief executive officer, including, without limitation, the lead responsibility with full autonomy, subject to the customary authority and direction of the Board, to manage direct and develop the overall business capabilities and operations performance of COMSATAscent. The Executive shall be a member and the chairman of any senior executive/management committees which may be established from time to time by the Board. The services to be rendered by the Executive as President of Ascent shall be generally consistent with the services previously rendered by the Executive as President of CVE. All employees of COMSAT Ascent shall report, directly or indirectly, to the Executive, Executive and the Executive shall have the authority to hire and fire all such employees within established budget parameters, provided PROVIDED that -------- the Board shall approve (i) any salary actions (including hiring decisions) for employees of COMSAT Ascent which result in an annual salary in excess of the amount established by the Board from time to time, but in no event less than $100,000150,000, and (ii) any bonuses to be awarded to employees of COMSAT under the COMSAT Annual Incentive Plan (the "AIP") or any other bonuses to be awarded Ascent, in excess of the amount established by the Board from time to time, and PROVIDED FURTHER that the Board reserves the right to take any such salary or bonus actions to the Compensation Committee of the Board (the "Compensation Committee") for approval. The Executive's management of COMSAT Ascent shall be (x) in accordance with the policies of the Board and COMSATAscent's Policies and Procedures, both as in effect from time to time, and (y) within the limits of an annual budget for COMSAT Ascent which shall be approved by the Board at least 30 days before the beginning of the fiscal year to which such budget relates. The annual budget shall provide adequate resources for Executive to operate the Entertainment Business in a manner substantially consistent with the customary day to day operations of comparable first-class businesses in the United States entertainment industry. If the Executive proposes the expenditure of any amounts which exceed the applicable annual budgets for COMSATAscent, such excess amounts shall not be committed to Executive's authority unless and until specifically authorized and approved by the Board.

Offices, Duties and Responsibilities. Effective on the Effective Date, Executive shall be elected President and Chief Executive Officer of Ascent. The Executive shall report ------------------------------------ directly and solely to the Board of Directors of Ascent (the "Board"). Throughout the Employment Period, COMSAT Ascent shall cause Executive to be nominated a member of the Board. In addition, the Executive shall be a member of all committees of the Board (including any executive committee or nominating committee) other than the Audit Committee and recommended for election the Compensation Committee, and other than any special committees on which he might be regarded as a Director at each meeting of COMSAT shareholders at which directors are to be elected and to be included as a recommended nominee for election in any proxy provided to shareholders in connection with such meetingself-interested member. The Executive's offices initially shall be located at COMSATthe Company's present headquarters headquarters, which are presently located in BethesdaDenver, MarylandColorado. The Executive shall have all duties and authority customarily accorded a chief executive officer, including, without limitation, the lead responsibility with full autonomy, subject to the customary authority and direction of the Board, to manage direct and develop the overall business capabilities and operations performance of COMSATAscent. The Executive shall be a member and the chairman of any senior executive/management committees which may be established from time to time by the Board. The services to be rendered by the Executive as President of Ascent shall be generally consistent with the services previously rendered by the Executive as President of CVE. All employees of COMSAT Ascent shall report, directly or indirectly, to the Executive, Executive and the Executive shall have the authority to hire and fire all such employees within established budget parameters, provided that -------- the Board shall approve (i) any i)any salary actions (including hiring decisions) for employees of COMSAT Ascent which result in an annual salary in excess of the amount established by the Board from time to time, but in no event less than $100,000150,000, and (ii) any bonuses to be awarded to employees of COMSAT under the COMSAT Annual Incentive Plan (the "AIP") or any other bonuses to be awarded Ascent, in excess of the amount established by the Board from time to time, and provided further that the Board reserves the right to take any such salary or bonus actions to the Compensation Committee of the Board (the "Compensation Committee") for approval. The Executive's management of COMSAT Ascent shall be (x) in accordance with the policies of the Board and COMSATAscent's Policies and Procedures, both as in effect from time to time, and (y) within y)within the limits of an annual budget for COMSAT Ascent which shall be approved by the Board at least 30 days before the beginning of the fiscal year to which such budget relates. The annual budget shall provide adequate resources for Executive to operate the Entertainment Business in a manner substantially consistent with the customary day to day operations of comparable first-class businesses in the United States entertainment industry. If the Executive proposes the expenditure of any amounts which exceed the applicable annual budgets for COMSATAscent, such excess amounts shall not be committed to Executive's authority unless and until specifically authorized and approved by the Board.