Exhibit 10.21
EXECUTION COPY
NON-QUALIFIED
STOCK OPTION AGREEMENT
UNDER
LORAL SPACE & COMMUNICATIONS INC.
2005 STOCK INCENTIVE PLAN
THIS AGREEMENT, made as of this 28th day of March, 2006 (the "Grant
Date"), by and between Loral Space & Communications Inc., a Delaware corporation
(the "Company"), and Xxxxxxx X. Xxxxxxx (the "Optionee").
WHEREAS, the Optionee is employed by or is providing services to the
Company or an Affiliate in a key capacity, and the Company desires to have
Optionee remain in such employment or service and to afford Optionee the
opportunity to acquire, or enlarge, Optionee's stock ownership of the Company's
Common Stock, par value $.01 per share (the "Stock"), so that Optionee may have
a direct proprietary interest in the Company's success;
WHEREAS, all capitalized terms not otherwise defined herein shall
have the same meaning as set forth in Company's 2005 Stock Incentive Plan (the
"Plan");
WHEREAS, the Company and the Optionee have entered into an
Employment Agreement, of even date hereof (the "Employment Agreement"); and
WHEREAS, the Company intends to seek shareholder and any other
necessary approvals required to amend the Plan to increase the number of shares
available for grant thereunder (the "Approvals").
NOW, THEREFORE, in consideration of the covenants and agreements
herein contained, the parties hereto hereby agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions set forth
herein and in the Plan, and subject to obtaining the Approvals, the Company
hereby grants to the Optionee, during the period commencing on the Grant Date
and ending on the date that is five years from the Grant Date (the "Option
Period"), the right and option (the right to purchase any one share of Stock
hereunder being an "Option") to purchase from the Company, at an exercise price
of $26.915 per share (the "Option Price"), an aggregate of 825,000 shares of
Stock. The Options are not intended to be "incentive stock options", as defined
in Section 422 of the Internal Revenue Code of 1986, as amended. To the extent
the Approvals are not obtained by December 31, 2007, the Options granted
hereunder and this Agreement shall be void.
2. [RESERVED].
3. EXERCISE OF OPTIONS.
(a) Subject to the terms and conditions set forth herein and
provided the Optionee's employment continues, the Options shall vest and
become exercisable in accordance with the following schedule:
(i) 12 1/2% of the Options shall vest and become exercisable
on the Grant Date;
(ii) an additional 25% of the Options shall vest and become
exercisable on the first anniversary of the Grant Date;
(iii) an additional 25% of the Options shall vest and become
exercisable on the second anniversary of the Grant Date;
(iv) an additional 25% of the Options shall vest and become
exercisable on the third anniversary of the Grant Date; and
(v) the remainder of the Options shall vest and become
exercisable on the fourth anniversary of the Grant Date;
provided, however, that no Options shall become exercisable (even though vested)
prior to the date on which the Approvals have been obtained and the Options that
would have become exercisable prior to the date the Approvals are obtained, but
for this prohibition on exercisability prior to the date the Approvals are
obtained, shall become exercisable on the date that the Approvals are obtained.
(b) The Options shall vest only as to full shares of Stock
rounded down to the nearest full share during the first three vesting
dates and all fractions shall be amalgamated and become exercisable on the
last vesting date. Except as otherwise stated in this Agreement, the
Options shall expire on the five-year anniversary of the Grant Date.
4. TERMINATION OF EMPLOYMENT.
(a) If the Optionee's employment or service with the Company
and all Affiliates is terminated for Cause, all Options (whether vested or
not) shall immediately expire.
(b) If the Optionee resigns from employment or service with
the Company and all Affiliates other than for "Good Reason," all unvested
Options shall expire and all vested Options shall remain outstanding and
exercisable, but shall be exercisable only to the extent such Options are
exercisable at the time of termination or become exercisable prior to the
earlier of (i) three months following the date of termination or (ii) the
remainder of the Option Period.
(c) If the Optionee's employment or service with the Company
and all Affiliates is terminated by the Company or an Affiliate other than
for Cause or the
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Optionee resigns for "Good Reason", all unvested Options shall vest
immediately, but shall not be exercisable unless the Approvals have been
obtained, and all vested Options (including those that vest upon such
termination) shall remain outstanding and exercisable, but shall be
exercisable only to the extent such Options are exercisable at the time of
termination, for the shorter of (i) the Post Termination Exercise Period
(as defined below) or (ii) the remainder of the Option Period. The Post
Termination Exercise Period shall mean (x) the period that is two years
following the date of termination, if the termination occurs prior to the
third anniversary of the Grant Date, or (y) the period that is one year
following the date of termination, if the termination occurs on or
following the third anniversary of the Grant Date but prior to the fifth
anniversary of the Grant Date; provided, however, that if the Optionee's
employment is terminated on account of death or Disability, the Post
Termination Exercise Period shall not be shorter than one year following
the date of the Optionee's termination of employment.
(d) If the Optionee's employment or service with the Company
and all Affiliates terminates on account of the Optionee's death or
Disability, a pro-rata portion of the next vesting traunch of the Option
shall vest, all remaining unvested Options shall immediately expire and
all vested Options will remain outstanding and exercisable, but shall be
exercisable only to the extent such Options are exercisable at the time of
termination or become exercisable prior to the earlier of (i) the Post
Termination Exercise Period or (ii) the Option Period.
5. METHOD OF EXERCISING OPTION.
(a) Options which have become exercisable may be exercised by
delivery of written notice of exercise to the Committee accompanied by
payment of the Option Price. Payment for shares of Stock acquired pursuant
to Options shall be made in full, upon exercise of the Options in
immediately available funds in United States dollars, by certified or bank
cashier's check or, in the discretion of the Committee, (i) by surrender
to the Company of Mature Shares held by the Participant; (ii) by
delivering to the Committee a copy of irrevocable instructions to a
stockbroker to deliver promptly to the Company an amount of sale or loan
proceeds sufficient to pay the aggregate Option exercise price; (iii)
through a net exercise of the Options whereby the Participant instructs
the Company to withhold that number of shares of Stock having a fair
market value equal to the aggregate Option Price of the Options being
exercised and deliver to the Participant the remainder of the shares
subject to exercise or (iv) by any other means approved by the Committee.
For purposes of this paragraph, the term "Mature Shares" shall mean shares
of Stock for which the Optionee has good title, free and clear of all
liens and encumbrances, and which the Optionee either (i) has held for at
least six months or (ii) has purchased on the open market.
(b) At the time of exercise, (i) the Company shall have the
right to withhold from the number of shares of Stock to be issued upon
exercise, the minimum number of shares necessary or (ii) at the discretion
of the Committee, the Optionee shall be obligated to pay to the Company
such amount as the Company deems necessary, in either event, to satisfy
its obligation to withhold Federal, state or local income or other taxes
incurred by reason of the exercise or the transfer of shares thereupon.
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6. ISSUANCE OF SHARES. As promptly as practical after receipt by the
Company of a written notice of exercise and full payment to the Company of the
aggregate Option Price and any required income tax withholding amount, the
Company shall issue or transfer to the Optionee the number of shares of Stock
with respect to which Options have been so exercised, or the net number of
shares of Stock in the event of an exercise pursuant to Section 5(a)(iii), or to
the extent applicable in Section 5(a)(iv), or after application of Section 5(b),
or both, and shall deliver to the Optionee (or the Optionee's estate or
beneficiary, if applicable) a certificate or certificates therefore, registered
in the name of the Optionee (or such estate or beneficiary).
7. NON-TRANSFERABILITY. The Options are not transferable by the
Optionee otherwise than by will or the laws of descent and distribution and are
exercisable during the Optionee's lifetime only by Optionee. No assignment or
transfer of the Options, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise (except by will or the laws of
descent and distribution), shall vest in the assignee or transferee any interest
or right herein whatsoever, but immediately upon such assignment or transfer the
Options shall terminate and become of no further effect.
8. RIGHTS AS STOCKHOLDER. Neither the Optionee nor a permitted
transferee of the Options shall have any rights as a stockholder with respect to
any share of Stock covered by the Options until the Optionee or any transferee
shall have become the holder of record of such share, and no adjustment shall be
made for dividends or distributions or other rights in respect of such share for
which the record date is prior to the date upon which the Optionee or any
transferee shall become the holder of record thereof.
9. COMPLIANCE WITH LAW. Notwithstanding any of the provisions
hereof, the Optionee hereby agrees that Optionee will not exercise the Options,
and that the Company will not be obligated to issue or transfer any shares of
Stock to the Optionee hereunder, if the exercise hereof or the issuance or
transfer of such shares shall constitute a violation by the Optionee or the
Company of any provisions of any law or regulation of any governmental
authority. Any determination in this connection by the Committee shall be final,
binding and conclusive. The Company shall in no event be obliged to register any
securities pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) or to take any other affirmative action in order to cause the
exercise of the Options or the issuance or transfer of shares of Stock pursuant
thereto to comply with any law or regulation of any governmental authority.
10. NOTICE. Every notice or other communication relating to this
Agreement shall be in writing, and shall be mailed to or delivered to the party
for whom it is intended at such address as may from time to time be designated
by it in a notice mailed or delivered to the other party as herein provided,
provided that, unless and until some other address be so designated, all notices
or communications by the Optionee to the Company shall be mailed or delivered to
the Company at its principal executive office, and all notices or communications
by the Company to the Optionee may be given to the Optionee personally or may be
mailed to Optionee at the Optionee's last known address, as reflected in the
Company's records.
11. BINDING EFFECT. Subject to Section 7 hereof, this Agreement
shall be binding upon the heirs, executors, administrators and successors of the
parties hereto.
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12. GOVERNING LAW. This Agreement shall be construed and interpreted
in accordance with the laws of the state of Delaware, without regard to the
principles of conflicts of law thereof.
13. PLAN. The terms and provisions of the Plan are incorporated
herein by reference; provided, however, that upon an acceleration of vesting of
the Options in the event of a Change in Control, as provided in Section 13(a) of
the Plan, the Options shall not be exercisable unless the Approvals have been
obtained by the time the Change in Control occurs. In the event of a conflict or
inconsistency between discretionary terms and provisions of the Plan and the
express provisions of this Agreement, this Agreement shall govern and control.
Except as specifically provided herein, in all other instances of conflicts or
inconsistencies or omissions, the terms and provisions of the Plan shall govern
and control.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
LORAL SPACE & COMMUNICATIONS INC.
By: /s/ Xxx Xxxx
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Name:
Title:
Accepted:
/s/ Xxxxxxx X. Xxxxxxx
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Optionee
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Address
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Social Security Number
