Common use of Offices, Duties and Responsibilities Clause in Contracts

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, Ascent shall cause Executive to be 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 the Compensation Committee, and other than any special committees on which he might be regarded as a self-interested member. The Executive's offices initially shall be located at the Company's headquarters, which are presently located in Denver, Colorado. 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 direct and develop the capabilities and performance of Ascent. 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 Ascent 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 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 $150,000, and (ii) any bonuses to be awarded to employees of 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 Ascent shall be (x) in accordance with the policies of the Board and Ascent's Policies and Procedures, both as in effect from time to time, and (y)within the limits of an annual budget for 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 Ascent, 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, Ascent COMSAT shall cause Executive to be 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 nominated and the Compensation Committee, and other than any special committees on which he might be regarded recommended for election as a self-interested memberDirector 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 the CompanyCOMSAT's headquarterspresent headquarters in Bethesda, which are presently located in Denver, ColoradoMaryland. 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 direct manage the overall business and develop the capabilities and performance operations of Ascent. 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 CVECOMSAT. All employees of Ascent COMSAT 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 Ascent 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 $150,000100,000, and (ii) any bonuses to be awarded to employees of Ascent, 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, 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 Ascent COMSAT shall be (x) in accordance with the policies of the Board and AscentCOMSAT's Policies and Procedures, both as in effect from time to time, and (y)within y) within the limits of an annual budget for Ascent COMSAT 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 AscentCOMSAT, 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, Ascent COMSAT shall cause Executive to be 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 nominated and the Compensation Committee, and other than any special committees on which he might be regarded recommended for election as a self-interested memberDirector 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 the CompanyCOMSAT's headquarterspresent headquarters in Bethesda, which are presently located in Denver, ColoradoMaryland. 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 direct manage the overall business and develop the capabilities and performance operations of Ascent. 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 CVECOMSAT. All employees of Ascent COMSAT 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 i) any salary actions (including hiring decisions) for employees of Ascent 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 $150,000100,000, and (ii) any bonuses to be awarded to employees of Ascent, 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, 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 Ascent COMSAT shall be (x) in accordance with the policies of the Board and AscentCOMSAT's Policies and Procedures, both as in effect from time to time, and (y)within y) within the limits of an annual budget for Ascent 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. 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 AscentCOMSAT, 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, Ascent shall cause Executive to be 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 the Compensation Committee, and other than any special committees on which he might be regarded as a self-interested member. The Executive's offices initially shall be located at the Company's headquarters, which are presently located in Denver, Colorado. 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 direct and develop the capabilities and performance of Ascent. 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 Ascent 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 i) any salary actions (including hiring decisions) for employees of 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 $150,000, and (ii) any bonuses to be awarded to employees of Ascent, in excess of the amount established by the Board from time to time, and provided further 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 Ascent shall be (x) in accordance with the policies of the Board and Ascent's Policies and Procedures, both as in effect from time to time, and (y)within y) within the limits of an annual budget for 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 Ascent, 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 AscentNEWCO. The Executive shall report directly and solely to the Board of Directors of Ascent NEWCO (the "Board"). Throughout the Employment Period, Ascent NEWCO shall cause Executive to be 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 the Compensation Committee, and other than any special committees on which he might be regarded as a self-interested member. The Executive's offices initially shall be located at the CompanyOCV's present headquarters, which are presently located in Denver, Colorado. 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 direct and develop the capabilities and performance of AscentNEWCO. 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 Ascent NEWCO 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 i) any salary actions (including hiring decisions) for employees of Ascent 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 $150,000, and (ii) any bonuses to be awarded to employees of AscentNEWCO, 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 Ascent NEWCO shall be (x) in accordance with the policies of the Board and AscentNEWCO's Policies policies and Proceduresprocedures, both as in effect from time to time, and (y)within y) within the limits of an annual budget for Ascent 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 Entertainment Business 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 entertainment industryStates. If the Executive proposes the expenditure of any amounts which exceed the applicable annual budgets for AscentNEWCO, 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, Ascent COMSAT shall cause Executive to be 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 nominated and the Compensation Committee, and other than any special committees on which he might be regarded recommended for election as a self-interested memberDirector 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 the CompanyCOMSAT's headquarterspresent headquarters in Bethesda, which are presently located in Denver, ColoradoMaryland. 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 direct manage the overall business and develop the capabilities and performance operations of Ascent. 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 CVECOMSAT. All employees of Ascent COMSAT 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 Ascent 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 $150,000100,000, and (ii) any bonuses to be awarded to employees of Ascent, 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, 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 Ascent COMSAT shall be (x) in accordance with the policies of the Board and AscentCOMSAT's Policies and Procedures, both as in effect from time to time, and (y)within y) within the limits of an annual budget for Ascent COMSAT 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 AscentCOMSAT, such excess amounts shall not be committed to Executive's authority unless and until specifically authorized and approved by the Board.