Common use of Settlement of Restricted Stock Units Clause in Contracts

Settlement of Restricted Stock Units. (a) All outstanding vested Restricted Stock Units shall be settled on the earlier of (a) the date of the Grantee’s death, (b) the date the Grantee undergoes a Separation from Service (as defined below), and (c) the date of consummation of a 409A Change in Control (as defined below), (the first of (a), (b), and (c) to occur shall be the “Settlement Date”); provided, however, that to the extent that the Grantee is a “specified employee” within the meaning of Treasury Regulation 1.409A-1(i) any settlement of the Restricted Stock Units on account of the Grantee’s Separation from Service from the Company shall be delayed for such period of time as may be necessary to meet the requirements of Treasury Regulation Section 1.409A-3(i)(2) (the “Delay Period”) and on the first business day following the expiration of the Delay Period, all vested Restricted Stock Units shall be settled. On the Settlement Date, the Company shall deliver to the Grantee (or the Grantee’s estate in the event of Grantee’s death) (x) a certificate or certificates representing the number of shares of Stock equal to the number of vested Restricted Stock Units or (y) a lump sum payment of cash having a value equal to the fair market value of one share of Stock as of the Settlement Date multiplied by the number of vested Restricted Stock Units. The determination as to whether the Restricted Stock Units will be settled in Stock or cash shall be within the sole discretion of the Company. (b) For purposes of this Agreement, a “Separation from Service” will be deemed to occur on the date as of which the Grantee has undergone a “separation from service” (as that term is specifically defined in Treas. Reg. §1.409A-1(h), applying the rules set forth therein) with the Loral Controlled Group (as defined below); provided, however, that to the extent that the Grantee becomes employed with Loral or any member of the Loral Controlled Group the Grantee will be deemed to undergo a termination of employment on the date that such Grantee’s level of bona fide services performed decreases to a level less than 50 percent of the average level of services performed by the Grantee during the immediately preceding 36-month period. For purposes of this Agreement the Loral Controlled Group means Loral and all persons and entities with respect to which Loral would be considered a single employer under Code §414(b) and (c), provided, however, that in applying Code §1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations and in applying Treas. Reg. §1.414(c)-2 for purposes of determining trades or businesses that are under common control, as provided in Treas. Reg. §1.409A-1(h)(3), the language “at least 80 percent” is used, instead of the default language “at least 50 percent” as set forth in Treas. Reg. §1.409A-1(h)(3), each place it appears. (c) For purposes of this Agreement, a “409A Change in Control” shall mean a Change in Control that also constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Settlement of Restricted Stock Units. (a) All outstanding vested Restricted Stock Units shall be settled on 6.1 Subject to the earlier tax withholding provisions of (a) Section 15 of the date of Plan, if the Grantee’s death, (b) the date employment Terminates on or after the Grantee undergoes has attained age 55 and 10 years of service or attained a Separation from Service combined age and years of service totaling 65 (as defined belowdetermined under the Arrow Financial Corporation Employees Pension Plan and Trust, or successor plan), and (c) the date of consummation of a 409A Change in Control (as defined below), (the first of (a), (b), and (c) to occur shall be the “Settlement Date”); provided, however, that to the extent that the Grantee is a “specified employee” within the meaning of Treasury Regulation 1.409A-1(i) any settlement of the Restricted Stock Units on account of the Grantee’s Separation from Service from the Company shall be delayed for such period of time as may be necessary to meet the requirements of Treasury Regulation Section 1.409A-3(i)(2) (the “Delay Period”) and on the first business day following the expiration of the Delay Period, all vested Restricted Stock Units shall be settled. On the Settlement Date, the Company shall (i) issue and deliver to the Grantee (or the Grantee’s estate in the event of Grantee’s deathA) (x) a certificate or certificates representing the number of shares of Stock equal to the number of vested Restricted Vested Units, and (B) cash equal to any Dividend Equivalents credited with respect to such Vested Units in ten (10) substantially equal annual installments commencing on the first anniversary of the date of Retirement; and (b) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the shares of Stock Units delivered to the Grantee. 6.2 Notwithstanding Section 6.1 and subject to the tax withholding provisions of Section 15 of the Plan, if the Grantee’s employment Terminates as a result of death or Disability, or if a Change of Control occurs and the Grantee’s employment is Terminated by the Company without cause or by the Grantee for good reason (yas the terms “cause” and “good reason” are defined in Grantees’ employment agreement) a lump sum payment within twelve (12) months following the Change of cash having a value Control, the Company shall (i) issue and deliver to the Grantee (or his beneficiary, if applicable) (A) the number of shares of Stock equal to the fair market value of one share of Stock as of the Settlement Date multiplied by the number of vested Restricted Stock Units. The determination as Vested Units and (B) cash equal to whether the Restricted Stock any Dividend Equivalents credited with respect to such Vested Units will be settled in Stock or cash shall be within the sole discretion thirty (30) business days of the Company. such Termination of employment; and (b) For purposes enter the Grantee’s (or beneficiary’s) name on the books of this Agreement, the Company as the shareholder of record with respect to the shares of Stock delivered to the Grantee. If the Grantee is deemed a “Separation from Servicespecified employee” will be deemed to occur on within the date meaning of Section 409A of the Code, as of which determined by the Committee, at a time when the Grantee has undergone a becomes eligible for settlement of the RSUs upon his “separation from service” (as that term is specifically defined in Treas. Reg. §1.409A-1(h), applying the rules set forth therein) with the Loral Controlled Group (as defined below); provided, however, that to the extent that the Grantee becomes employed with Loral or any member of the Loral Controlled Group the Grantee will be deemed to undergo a termination of employment on the date that such Grantee’s level of bona fide services performed decreases to a level less than 50 percent of the average level of services performed by the Grantee during the immediately preceding 36-month period. For purposes of this Agreement the Loral Controlled Group means Loral and all persons and entities with respect to which Loral would be considered a single employer under Code §414(b) and (c), provided, however, that in applying Code §1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations and in applying Treas. Reg. §1.414(c)-2 for purposes of determining trades or businesses that are under common control, as provided in Treas. Reg. §1.409A-1(h)(3), the language “at least 80 percent” is used, instead of the default language “at least 50 percent” as set forth in Treas. Reg. §1.409A-1(h)(3), each place it appears. (c) For purposes of this Agreement, a “409A Change in Control” shall mean a Change in Control that also constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Grantee’s separation from service and (b) the Grantee’s death.

Settlement of Restricted Stock Units. (a) All outstanding vested Restricted Stock Units shall be settled on the earlier of (a) Xxxxx 00, 0000, (x) the date of the Grantee’s deathdeath or Disability, (bc) the date the Grantee undergoes a Separation from Service (as defined below), and (cd) the date of consummation of a 409A Change in Control (as defined below), that also constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5) (the first of (a), (b), (c) and (cd) to occur shall be the “Settlement Date”); provided, however, that to the extent that the Grantee is a “specified employee” within the meaning of Treasury Regulation 1.409A-1(i) any settlement of the Restricted Stock Units on account of the Grantee’s Separation from Service from the Company shall be delayed for such period of time as may be necessary to meet the requirements of Treasury Regulation Section 1.409A-3(i)(2) (the “Delay Period”) and on the first business day following the expiration of the Delay Period, all vested Restricted Stock Units shall be settled. On the Settlement Date, the Company shall deliver to the Grantee (or the Grantee’s estate in the event of Grantee’s death) (x) a certificate or certificates representing the number of shares of Stock equal to the number of vested Restricted Stock Units or (y) a lump sum payment of cash having a value equal to the fair market value of one share of Stock as of the Settlement Date multiplied by the number of vested Restricted Stock Units. The determination as to whether the Restricted Stock Units will be settled in Stock or cash shall be within the sole discretion of the Company. (b) For purposes of this Agreement, a “Separation from Service” will be deemed to occur on the date as of which the Grantee has undergone a “separation from servicetermination of employment” (as that term is specifically defined in Treas. Reg. §1.409A-1(h), 1.409A-1(h)(ii) applying the rules set forth therein) with the Loral Controlled Group (as defined below); provided, however, that to the extent that the Grantee becomes employed with Loral or any member of the Loral Controlled Group the Grantee will be deemed to undergo a termination of employment (and thus a Separation from Service) on the date that such Grantee’s level of bona fide services performed decreases to a level less than 50 percent of the average level of services performed by the Grantee during the immediately preceding 36-month period. For purposes of this Agreement the Loral Controlled Group means Loral and all persons and entities with respect to which Loral would be considered a single employer under Code §414(b) and (c), provided, however, that in applying Code §1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations and in applying Treas. Reg. §1.414(c)-2 for purposes of determining trades or businesses that are under common control, as provided in Treas. Reg. §1.409A-1(h)(3), the language “at least 80 percent” is used, instead of the default language “at least 50 percent” as set forth in Treas. Reg. §1.409A-1(h)(3), each place it appears. (c) For purposes of this Agreement, a “409A Change in Control” shall mean a Change in Control that also constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Settlement of Restricted Stock Units. (a) All outstanding vested Restricted Stock Units shall be settled on the earlier of (a) Xxxxx 00, 0000, (x) the date of the Grantee’s deathdeath or Disability, (bc) the date the Grantee undergoes a Separation from Service (as defined below), and (cd) the date of consummation of a 409A Change in Control (as defined below)Control, (the first of (a), (b), (c) and (cd) to occur shall be the “Settlement Date”); provided, however, that to the extent that the Grantee is a “specified employee” within the meaning of Treasury Regulation 1.409A-1(i) any settlement of the Restricted Stock Units on account of the Grantee’s Separation from Service from the Company shall be delayed for such period of time as may be necessary to meet the requirements of Treasury Regulation Section 1.409A-3(i)(2) (the “Delay Period”) and on the first business day following the expiration of the Delay Period, all vested Restricted Stock Units shall be settled. On the Settlement Date, the Company shall deliver to the Grantee (or the Grantee’s estate in the event of Grantee’s death) (x) a certificate or certificates representing the number of shares of Stock equal to the number of vested Restricted Stock Units or (y) a lump sum payment of cash having a value equal to the fair market value of one share of Stock as of the Settlement Date multiplied by the number of vested Restricted Stock Units. The determination as to whether the Restricted Stock Units will be settled in Stock or cash shall be within the sole discretion of the Company. (b) For purposes of this Agreement, a “Separation from Service” will be deemed to occur on the date as of which the Grantee has undergone a “separation from servicetermination of employment” (as that term is specifically defined in Treas. Reg. §1.409A-1(h), 1.409A-1(h)(ii) applying the rules set forth therein) with the Loral Controlled Group (as defined below); provided, however, that to the extent that the Grantee becomes employed with Loral or any member of the Loral Controlled Group the Grantee will be deemed to undergo a termination of employment (and thus a Separation from Service) on the date that such Grantee’s level of bona fide services performed decreases to a level less than 50 percent of the average level of services performed by the Grantee during the immediately preceding 36-month period. For purposes of this Agreement the Loral Controlled Group means Loral and all persons and entities with respect to which Loral would be considered a single employer under Code §414(b) and (c), provided, however, that in applying Code §1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations and in applying Treas. Reg. §1.414(c)-2 for purposes of determining trades or businesses that are under common control, as provided in Treas. Reg. §1.409A-1(h)(3), the language “at least 80 percent” is used, instead of the default language “at least 50 percent” as set forth in Treas. Reg. §1.409A-1(h)(3), each place it appears. (c) For purposes of this Agreement, a “409A Change in Control” shall mean a Change in Control that also constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Settlement of Restricted Stock Units. (a) All outstanding vested Restricted Stock Notwithstanding the vesting of the Units in accordance with Section 5 above (including vesting resulting from Disability, death, Change of Control, Retirement, or involuntary termination without cause), the settlement (but not the vesting) of the Units shall be settled on deferred automatically after the vesting date(s) until, and settlement shall be made in whole or in part and subject to the impact, if any, of any applicable clawback, the earlier of of: (ai) the March 1, [insert year that is three years after final scheduled vesting date], (ii) The date of the Grantee’s death, death or Disability within the meaning of Treasury Regulations Section 1.409A-3(i)(4), (biii) the The date the Grantee undergoes a Separation from Service (as defined below) on account of an involuntary termination subsequent to a Change of Control as described under Section 5(c), and ; and (civ) the The date of consummation of a 409A Change of Control that also constitutes a “change in Control control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5). (as defined below), (the b) The first of (a) (i), (bii), (iii), and (civ) to occur shall be the “Settlement Date”. (c) In the case of a distribution under Section 10(a); provided, on the second payroll date following the Settlement Date but within the taxable year of such Settlement Date (however, that to the extent that the Grantee in cases where such Settlement Date is a “specified employee” within the meaning of Treasury Regulation 1.409A-1(i) any settlement of the Restricted Stock Units on account of the Grantee’s Separation from Service from the Company shall be delayed for such period of time as may be necessary to meet the requirements of Treasury Regulation Section 1.409A-3(i)(2) (the “Delay Period”) and after December 15th distribution will occur on the first business day following the expiration payroll date of the Delay Period, all vested Restricted Stock Units shall be settled. On the Settlement Datesubsequent calendar year), the Company shall deliver to the Grantee (or the Grantee’s estate in the event of Grantee’s death) (x) a certificate or certificates representing the number of shares of Common Stock equal to the number of vested Restricted Stock Units or Units. In the case of a distribution occurring as a result of Section 10(a)(iii), in the event the Grantee is considered a “specified employee” (ywithin the meaning of Code Section 409A and the regulations thereunder) a lump sum at the time of his separation from service, such payment of cash having a value equal (including dividend equivalents) will take place on the first payroll date that follows the date that is six months after the Grantee’s separation from service if such delay is required in order to the fair market value of one share of Stock as comply with Section 409A of the Settlement Date multiplied by Code and the number of vested Restricted Stock Units. The determination as to whether the Restricted Stock Units will be settled in Stock or cash shall be within the sole discretion of the Companyregulations thereunder. (bd) For purposes of this Agreement, a “Separation from Service” will be deemed to occur on the date as of which the Grantee has undergone a “separation from servicetermination of employment” (as that term is specifically defined in Treas. Reg. §1.409A-1(h), 1.409A-1(h)(ii) applying the rules set forth therein) with the Loral Controlled Group Company. (e) It is intended that the Units and exercise of authority or discretion hereunder shall comply with Code Section 409A so as defined below); providednot to subject Grantee to the payment of any interest or additional tax imposed under Section 409A. In furtherance of this intent, however, that to the extent that the Grantee becomes employed with Loral or any member United States Department of the Loral Controlled Group the Treasury regulations, guidance, interpretations or changes to Section 409A would result in Grantee will be deemed becoming subject to undergo a termination of employment on the date that such Grantee’s level of bona fide services performed decreases to a level less than 50 percent interest and additional tax under Section 409A of the average level of services performed by the Grantee during the immediately preceding 36-month period. For purposes of this Agreement the Loral Controlled Group means Loral and all persons and entities with respect to which Loral would be considered a single employer under Code §414(b) and (c), provided, however, that in applying Code §1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations and in applying Treas. Reg. §1.414(c)-2 for purposes of determining trades or businesses that are under common control, as provided in Treas. Reg. §1.409A-1(h)(3)Code, the language “at least 80 percent” is used, instead of Company and Grantee agree to amend this Award Agreement to bring the default language “at least 50 percent” as set forth in Treas. Reg. §1.409A-1(h)(3), each place it appears. (c) For purposes of this Agreement, a “409A Change in Control” shall mean a Change in Control that also constitutes a “change in control event” within the meaning of Treasury Regulation Units into compliance with Section 1.409A-3(i)(5).409A.

Settlement of Restricted Stock Units. (a) All outstanding Except as provided in either Section 3(b), Section 3(c), or Section 3(e) below, the Company shall deliver or cause to be delivered to the Grantee the number of vested Restricted Stock Units Shares determined under Section 2 above as soon as administratively practicable following each Vesting Date. (b) In the event of either the Grantee’s Disability, the Grantee’s death (whether on or contemporaneous with the Grantee’s Separation from Service) or a Change in Control, the Company shall deliver or cause to be delivered to or on the behalf of the Grantee the number of vested Shares determined under Section 2 above as soon as practicable following any such event. Vested Shares to be delivered due to death shall be settled on paid to the earlier Grantee’s Beneficiary designated under Section 13 below. (c) In the event of a Qualifying Termination without Cause under Section 2(b)(i) above, the Company shall deliver the Grantee’s vested Shares as determined under Section 2(b) above as soon as practicable following any such separation; provided, however, that if, at the time of such Separation from Service, the Grantee is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and using the identification methodology selected by the Company from time to time), then the Company shall not deliver such Shares until the earliest of (aA) the first business day after the six-month anniversary of such Separation from Service or (B) the date of the Grantee’s death, (b) the date the Grantee undergoes a Separation from Service (as defined below), and (c) the date of consummation of a 409A Change in Control (as defined below), (the first of (a), (b), and (c) to occur shall be the “Settlement Date”); provided, however, that to the extent that the Grantee is a “specified employee” within the meaning of Treasury Regulation 1.409A-1(i) any settlement of the Restricted Stock Units on account of the Grantee’s Separation from Service from the Company shall be delayed for such period of time as may be necessary to meet the requirements of Treasury Regulation Section 1.409A-3(i)(2) (the “Delay Period”) and on the first business day following the expiration of the Delay Period, all vested Restricted Stock Units shall be settled. On the Settlement Date, the Company shall deliver to the Grantee (or the Grantee’s estate in the event of Grantee’s death) (x) a certificate or certificates representing the number of shares of Stock equal to the number of vested Restricted Stock Units or (y) a lump sum payment of cash having a value equal to the fair market value of one share of Stock as of the Settlement Date multiplied by the number of vested Restricted Stock Units. The determination as to whether the Restricted Stock Units will be settled in Stock or cash shall be within the sole discretion of the Company. (bd) For purposes of this Agreement, a “Separation from Service” will be deemed to occur on the date as or “Separates from Service” means a termination of which employment by the Grantee has undergone a “separation from service” (with the Company and its Affiliates, whether voluntarily or involuntarily, other than by reason of death, as that term is specifically defined determined by the Committee in accordance with Treas. Reg. §1.409A-1(h), applying ) and consistent with the rules set forth thereinbelow. In determining whether a Grantee has experienced a Separation from Service, the following provisions shall apply: (i) with A Grantee terminates employment when the Loral Controlled Group (as defined below); provided, however, that to the extent facts and circumstances indicate that the Grantee becomes employed with Loral and the Company reasonably anticipate that no further services will be performed for the Company and its Affiliates after a certain date, or any member that the level of the Loral Controlled Group bona fide services the Grantee will be deemed perform for the Company and its Affiliates after such date (whether as a common law employee or as an independent contractor) will permanently decrease to undergo a termination no more than 20% of employment on the date that such Grantee’s average level of bona fide services performed decreases to by such Grantee (whether as a level less than 50 percent of the average level of services performed by the Grantee during common law employee or an independent contractor) over the immediately preceding 36-month period. (ii) If a Grantee is on military leave, sick leave, or other bona fide leave of absence, the Grantee’s employment relationship shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Grantee retains a right to reemployment with the Company or any of its Affiliates under an applicable statute or by contract. For If the period of military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Grantee does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Agreement as of the Loral Controlled Group means Loral and all persons and entities with respect to which Loral would first day immediately following the end of such 6-month period. In applying the provisions of this part (ii), a leave of absence shall be considered a single employer under Code §414(bbona fide leave of absence only if there is a reasonable expectation that the Grantee will return to perform services for the Company or one of its Affiliates. (iii) For a Grantee who provides services to the Company, its Affiliates or both, as a common law employee and an independent contractor concurrently, a Separation from Service generally shall not occur until the Grantee has ceased providing services for such entities as both a common law employee and as an independent contractor, as determined in accordance with the provisions set forth in parts (i) and (c)ii) above, providedrespectively. Similarly, howeverif a Grantee ceases providing services for the Company and its Affiliates as a common law employee and begins providing services for any such entity as an independent contractor, that the Grantee will not be considered to have experienced a Separation from Service until the Grantee has ceased providing services for all such entities in applying Code §1563(a)(1)both capacities, as determined in accordance with the applicable provisions set forth in parts (2i) and (3ii) above. Notwithstanding the foregoing, if a Grantee provides services for purposes the Company, its Affiliates or both as a common law employee and as a member of determining a controlled group the Board of corporations and in applying the Company, any of its Affiliates or both, to the extent permitted by Treas. Reg. §1.414(c)-2 for purposes 1.409A-1(h)(5), the services provided by such Grantee as a director shall not be taken into account in determining whether the Grantee has experienced a Separation from Service as an employee. (e) Payment of determining trades vested Shares shall be made by the Company not more than more than 90 days after the event triggering payment under this Section 3 (i.e., continued employment until a Vesting Date or businesses an event described in either Section 3(b) or Section 3(c) of this Agreement) and the Grantee shall in no event have a right to designate the taxable year of the payment. If the Company reasonably anticipates that are the income tax deduction with respect to a payment under common controlthis Award would be limited or eliminated by application of Section 162(m), as provided in then to the extent permitted by Treas. Reg. §1.409A-1(h)(31.409A-2(b)(7)(i), payment shall be deferred as deemed necessary to ensure that the language “at least 80 percent” entire amount of Shares (and related dividends, if any) payable under this Award is useddeductible. Any Shares that are not paid due to this Section 162(m) limitation shall continue to be credited with dividends under Section 4 below. Any delayed payment of Shares (and related dividends, instead if any) shall be paid to the Grantee (or his or her Beneficiary in the event of the default language “at least 50 percent” as set forth Grantee’s death) upon either (i) the earliest date the Company reasonably anticipates that the deduction of a delayed payment will not be limited or eliminated by application of Section 162(m) of the Code or (ii) the calendar year in which the Grantee Separates from Service. In the event payment is to be made under clause (ii) above, then to the extent deemed necessary to comply with Treas. Reg. §1.409A-1(h)(31.409A-3(i)(2) (with respect to the Separation from Service of a “specified employee”), each place it appearsthe delayed payment shall not be made before the end of the six-month period following the Grantee’s Separation from Service. (cf) For purposes The Grantee shall have no rights of this Agreementa shareholder with respect to any Shares subject to the Restricted Stock Units until such time, a “409A Change in Control” shall mean a Change in Control that also constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)if any, as such Shares are actually delivered.

Settlement of Restricted Stock Units. (a) All outstanding vested Restricted Stock Units shall be settled on the earlier of (a) Xxxxx 00, 0000, (x) the date of the Grantee’s deathdeath or Disability, (bc) the date the Grantee undergoes a Separation from Service (as defined below), and (cd) the date of consummation of a 409A Change in Control (as defined below)Control, (the first of (a), (b), (c) and (cd) to occur shall be the “Settlement Date”); provided, however, that in the event of Grantee’s death or Disability, or if the Company or a Subsidiary terminates the Grantee’s employment without Cause, or upon the Grantee’s termination of employment for Good Reason, in each event, following the first anniversary of the Grant Date but prior to the date that the Stock-Price Vesting Condition has been satisfied, settlement shall be delayed and all Restricted Stock Units with respect to which the time-based vesting condition has been satisfied as of the date of such death, Disability or termination, shall become vested and settled on the date the Stock-Price Vesting Condition becomes satisfied during the period ending on the earlier to occur of (x) the first anniversary of such death, Disability or termination and (y) March 31, 2013 (such settlement date, also a “Settlement Date”); and provided further, however, that to the extent that the Grantee is a “specified employee” within the meaning of Treasury Regulation 1.409A-1(i) any settlement of the Restricted Stock Units on account of the Grantee’s Separation from Service from the Company shall be delayed for such period of time as may be necessary to meet the requirements of Treasury Regulation Section 1.409A-3(i)(2) (the “Delay Period”) and on the first business day following the expiration of the Delay Period, all vested Restricted Stock Units shall be settled. On the Settlement Date, the Company shall deliver to the Grantee (or the Grantee’s estate in the event of Grantee’s death) (x) a certificate or certificates representing the number of shares of Stock equal to the number of vested Restricted Stock Units or (y) a lump sum payment of cash having a value equal to the fair market value of one share of Stock as of the Settlement Date multiplied by the number of vested Restricted Stock Units. The determination as to whether the Restricted Stock Units will be settled in Stock or cash shall be within the sole discretion of the Company. (b) For purposes of this Agreement, a “Separation from Service” will be deemed to occur on the date as of which the Grantee has undergone a “separation from servicetermination of employment” (as that term is specifically defined in Treas. Reg. §1.409A-1(h), 1.409A-1(h)(ii) applying the rules set forth therein) with the Loral Controlled Group (as defined below); provided, however, that to the extent that the Grantee becomes employed with Loral or any member of the Loral Controlled Group the Grantee will be deemed to undergo a termination of employment (and thus a Separation from Service) on the date that such Grantee’s level of bona fide services performed decreases to a level less than 50 percent of the average level of services performed by the Grantee during the immediately preceding 36-month period. For purposes of this Agreement the Loral Controlled Group means Loral and all persons and entities with respect to which Loral would be considered a single employer under Code §414(b) and (c), provided, however, that in applying Code §1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations and in applying Treas. Reg. §1.414(c)-2 for purposes of determining trades or businesses that are under common control, as provided in Treas. Reg. §1.409A-1(h)(3), the language “at least 80 percent” is used, instead of the default language “at least 50 percent” as set forth in Treas. Reg. §1.409A-1(h)(3), each place it appears. (c) For purposes of this Agreement, a “409A Change in Control” shall mean a Change in Control that also constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

Settlement of Restricted Stock Units. (a) All outstanding Each Restricted Stock Unit granted hereunder shall represent the right to receive one share of Common Stock upon the settlement of each vested Restricted Stock Unit. Except as provided in Section 4 below, shares of Common Stock corresponding to vested Restricted Stock Units (subject to adjustment pursuant to Section 17 of the Plan) shall be settled on paid within thirty (30) days after the earlier earliest to occur of the following events (the occurrence of the event shall hereafter be referred to as a "Settlement Date"): (a) a specific date elected by the date of Director in the Grantee’s death, Restricted Stock Units Election Form; (b) the date consummation of a Change in Control transaction, provided that such Change in Control constitutes a "change in the Grantee undergoes ownership or effective control of the corporation, or in the ownership of a Separation from Service substantial portion of the assets of a corporation" within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (as defined below"Code"), and ; or (c) the date termination of consummation of a 409A Change the Director's service on the Board. If the Board (or its delegate) determines in Control (as defined below), (the first of (a), (b), and (c) to occur shall be the “Settlement Date”); provided, however, that to the extent its discretion that the Grantee Director is a “specified employee” within the meaning of Treasury Regulation 1.409A-1(ias defined in Section 409A(a)(2)(B)(i) any settlement of the Restricted Code and the regulations and other guidance issued thereunder, then the payment of Common Stock Units on account may not be made before the date which is six months after the date the Director separates from service with the Board. Notwithstanding any other provision contained herein, the term “termination of the Grantee’s Separation from Service from the Company Director's service,” shall be delayed for such period of time as may be necessary to meet the requirements of Treasury Regulation Section 1.409A-3(i)(2) (the “Delay Period”) and on the first business day following the expiration of the Delay Period, all vested Restricted Stock Units shall be settled. On the Settlement Date, the Company shall deliver to the Grantee (or the Grantee’s estate in the event of Grantee’s death) (x) a certificate or certificates representing the number of shares of Stock equal to the number of vested Restricted Stock Units or (y) a lump sum payment of cash having a value equal to the fair market value of one share of Stock as of the Settlement Date multiplied by the number of vested Restricted Stock Units. The determination as to whether the Restricted Stock Units will be settled in Stock or cash shall be within the sole discretion of the Company. (b) For purposes of this Agreement, a “Separation from Service” will be deemed to occur on the date as of which the Grantee has undergone mean a “separation from service” (as that term is specifically defined in Treas. Reg. §1.409A-1(h), applying the rules set forth therein) with the Loral Controlled Group (as defined below); provided, however, that to the extent that the Grantee becomes employed with Loral or any member of the Loral Controlled Group the Grantee will be deemed to undergo a termination of employment on the date that such Grantee’s level of bona fide services performed decreases to a level less than 50 percent of the average level of services performed by the Grantee during the immediately preceding 36-month period. For purposes of this Agreement the Loral Controlled Group means Loral and all persons and entities with respect to which Loral would be considered a single employer under Code §414(b) and (c), provided, however, that in applying Code §1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations and in applying Treas. Reg. §1.414(c)-2 for purposes of determining trades or businesses that are under common control, as provided in Treas. Reg. §1.409A-1(h)(3), the language “at least 80 percent” is used, instead of the default language “at least 50 percent” as set forth in Treas. Reg. §1.409A-1(h)(3), each place it appears. (c) For purposes of this Agreement, a “409A Change in Control” shall mean a Change in Control that also constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)409A of the Code, to the extent any payment hereunder could be deemed “non-qualified deferred compensation” for purposes thereof.