Exhibit 10.58.2
EMPLOYMENT AGREEMENT
This Agreement effective April 1, 2001, is entered into by and between
R. Xxxxxxx Xxxx ("the Executive") and PanAmSat Corporation ("PanAmSat").
The Parties agree as follows:
A. EMPLOYMENT AND TERMS
Subject to the terms and conditions hereof, the Executive shall be employed by
PanAmSat, in the position of Chief Executive Officer ("CEO"). The Executive's
office shall be located at PanAmSat headquarters in Greenwich, Connecticut, and
he shall receive the following salary and shall be eligible for the following
employment benefits:
1. SALARY: The Executive's base salary shall be $560,000 annually.
2. INCENTIVE PAY: The Executive shall be eligible to participate in
PanAmSat's Annual Incentive Plan ("AIP"). Said Plan may be amended from time to
time and any such amendments shall be applicable to the Executive. The
Executive's bonus target for calendar year 2001 is $560,000. However, the actual
bonus amount, if any, payable to the Executive for calendar year 2001 shall be
based upon PanAmSat's performance as determined by pre-established corporate
financial performance measures and goals determined by the Compensation
Committee of the Board of Directors and the Executive's individual performance.
3. STOCK OPTIONS: The Executive shall be eligible to participate in
PanAmSat's Long-Term Stock Incentive Plan (Nonqualified stock option program).
In addition, a grant to the Executive of 200,000 options has been made effective
January 23, 2001 at a strike price of $38.188 per share. This grant covers the
employment period of 2001 and 2002.
4. RELOCATION BENEFITS: The Executive shall be entitled to relocation
benefits pursuant to the provisions of the PanAmSat policies on Executive
Relocation Benefits, Standard New Hire Relocation Allowance, and Relocation
Expense Agreement, with the following modification:
a. The time limit for relocation as set forth in the policy on
Executive Relocation Benefits (at page 1 thereof) has been
waived.
5. OTHER BENEFITS: The Executive shall be entitled to participate in
the PanAmSat Corporation Retirement Savings Plan and the Retention and Deferred
Compensation Plan (the "RDC") and shall be entitled to coverage under
the group medical, vision, dental, basic life and business travel accident
insurance plans provided by PanAmSat on the same basis as other executive
employees of PanAmSat. The Executive will be entitled to a car allowance of at
least $600 bi-weekly. Said Plans may be amended from time to time and any such
amendments shall be applicable to the Executive.
6. TERM: The term of employment under this Agreement shall be for a
period of two-years commencing on April 1, 2001 through March 31, 2003; and may
be extended by PanAmSat in one year increments for subsequent two year terms, by
providing written notification to Executive, twelve (12) calendar months prior
to the expiration date of each employment term, of its desire to extend the
Agreement.
B. TERMINATION OF EMPLOYMENT
1. NOTICE: The Executive's employment under this Agreement may be
terminated by either the Executive or PanAmSat at any time upon 30 days written
notice to the other of such termination (Termination Notice"). The Termination
Notice shall state the effective date of such termination and whether such
termination is for "Cause" or "Good Reason" as defined in Sections F1 and F2.
Unless the Termination Notice states that the termination is for Cause or Good
Reason with reasonable particularity, the termination shall be deemed to be
without Cause or Good Reason. The Executive's employment shall automatically
terminate upon his death.
2. TERMINATION BY PANAMSAT FOR CAUSE: The Executive's employment under
this Agreement may be terminated at any time for "Cause" as defined in Section
F1 of this Agreement. In the event of termination for Cause, the Executive shall
have no right to receive (other than as required by law or by the terms of a
Plan) any compensation, benefits or severance pay under this Agreement for any
period of time after such termination, but shall be entitled to amounts accrued
or earned prior thereto, including but not limited to earned but unpaid salary
and bonus, accrued vacation and unreimbursed expenses ("Accrued Obligations").
3. TERMINATION BY PANAMSAT WITHOUT CAUSE: The Executive's employment
under this Agreement may be terminated at any time by PanAmSat without Cause;
provided, however, in such case, the Executive shall be entitled to receive
Severance Pay and Benefits as set forth below in Section C of this Agreement and
Accrued Obligations. However, in the event that Executive is terminated without
Cause, PanAmSat's obligation to pay the cost for medical, vision and dental
coverage shall end the earlier of 1) the date on which Executive secures
alternative employment or 2) for a period of thirty (30) consecutive months
following the effective date of his termination.
4. TERMINATION BY THE EXECUTIVE FOR GOOD REASON: The Executive's
employment under this Agreement may be terminated by the Executive at any time
for "Good Reason" as defined in Section F2 of this Agreement. In the event of
termination for Good Reason, the Executive shall be entitled to receive
Severance Pay and Benefits as set forth below in Section C of this Agreement and
Accrued Obligations.
5. TERMINATION BY THE EXECUTIVE WITHOUT GOOD REASON: The Executive's
employment under this Agreement may be terminated at any time by the Executive
without Good Reason as defined in Section F2 of this Agreement. In the event of
termination without Good Reason, the Executive shall have no right to receive
(other than as required by law or by the terms of a Plan) any compensation,
benefits or severance pay under this Agreement for any period of time after such
termination but shall be entitled to Accrued Obligations.
X. XXXXXXXXX PAY AND BENEFITS
1. In the even PanAmSat elects to involuntarily terminate the
Executive's employment "without Cause" or the Executive terminates his
employment for "Good Reason" as defined in Section F2 of this Agreement, the
Executive shall receive:
x. Xxxxxxxxx pay in the amount equal to 1) two and one-half
(2-1/2) times the Executive's annual base salary in effect at the time of
termination and 2) two and one-half (2-1/2) times the higher of the actual bonus
amount paid to the Executive under the Annual Incentive Plan for the bonus year
immediately preceding his termination date, or the Executive's targeted annual
bonus under said Plan for the year in which the Executive's termination is
effective. This severance pay amount, less all legally required withholding or
deduction, shall be paid to the Executive within thirty (30) calendar days of
his effective date of termination. Such amount shall be paid without offset for
any amounts. Executive may earn from other employment and shall not be subject
to offset or counterclaim.
b. Pursuant to the provisions of the Consolidated Omnibus
Reconciliation Act of 1985 ("COBRA"), or otherwise, upon termination the
Executive shall be entitled to participate in PanAmSat's then existing group
medical, vision, dental and basic life insurance plans. The cost of the
Executive's (and his eligible dependents) participation in said Plans for a
period of thirty (30) consecutive months following the effective date of his
termination shall be borne by PanAmSat.
2. If during the term of this Agreement, there is a "Change in
Control" as hereinafter defined and under the new controlling ownership PanAmSat
elects to involuntarily terminate Executive's employment "without Cause," or
Executive terminates his employment for "Good Reason," the Executive shall
receive severance benefits as set forth in Section C.1.a. and C.1.b. above.
Additionally, except in the case of non-renewal of this Agreement in accordance
with Section A.6., all stock options shall become immediately vested and
exercisable, and all stock options will terminate not
later than the fifth anniversary of the date of termination of employment, or,
if earlier, the expiration date of the option and Executive shall be fully
vested in all amounts under RDC.
3. In the event PanAmSat elects to involuntarily terminate the
Executive's Employment "without Cause," or the Executive terminates his
employment for "Good Reason," or Executive's termination is the result of death
or disability, Executive shall be entitled to a pro-rata AIP bonus for the
fiscal year of termination (paid when AIP bonuses are paid for the fiscal year)
and shall be fully vested in all amounts under the RDC.
4. The Executive shall not be entitled to receipt of severance pay of
any kind by reason of any Plan or program of PanAmSat in addition to that
provided hereunder.
5. As a condition precedent to receipt of any severance pay or
benefits provided hereunder, the Executive shall execute a written waiver and
release included in this document as Attachment A.
D. COVENANT NOT TO COMPETE AND NON-SOLICITATION
The Executive represents, warrants and agrees that he will not, during the term
of his employment, and for a period of two (2) years following the termination
of his employment, without the specific written consent of PanAmSat, directly or
indirectly engage in, have any interest in any person, firm or corporation that
directly or indirectly competes with the business of PanAmSat in, 1) the sale or
lease of, or the provision of satellite services via, transponder capacity on
satellites operating in geostationary earth orbit; or 2) the provision of
telemetry, tracking and control services for such satellites and for other
satellites operating in geostationary earth orbit provided the foregoing shall
not prevent the Executive from owning less than a two percent (2%) interest in a
public entity, from being employed by such a competing entity at a non-competing
portion of the entity or the related entities (and owning stock in the competing
entity as a result of a compensation plan) or being employed by any investment,
commercial or merchant banking organization. In addition, the Executive warrants
and agrees that for a period of two (2) years from the date of his employment
separation from PanAmSat, he will not directly or indirectly solicit, identify
for solicitation, or aid in the solicitation of any key employee or group of key
employees of PanAmSat to accept employment with any competitor of PanAmSat. The
determination of who constitutes a "key" employee shall be based on the
employee's level, duties, and responsibilities and impact on PanAmSat's ability
to perform if the employee leaves.
E. ARBITRATION
The Executive and PanAmSat agree that all claims and disputes arising out of or
related to this Agreement, or any other claim or dispute that the Executive may
have against PanAmSat including, but not limited to, claims arising out of or
related to his
employment by PanAmSat or the termination thereof, shall be resolved by
confidential final and binding arbitration before a single arbitrator
administered by the American Arbitration Association ("AAA") under its
Commercial Arbitration Rules in effect on the date the Executive executes this
Agreement. Any such arbitration must be commenced within the applicable statute
of limitations period governing the claim or dispute. At least sixty (60) days
prior to filing it with AAA, the party seeking arbitration shall, by hand
delivery or certified mail, return receipt requested, provide the other party
the written notice of intention to arbitration under the AAA rules (hereinafter
"Arbitration Notice"). The Parties agree to attempt to select a mutually
acceptable arbitrator, within thirty (30) days of service of the Arbitration
Notice, the arbitrator shall be selected in accordance with the aforementioned
rules of the AAA for non-expedited procedures. The Parties shall be entitled to
all relief and remedies in an arbitration as would be available to them in a
court of law as well as the award of attorneys' fees and costs. Except, however,
that the award of attorneys' fees and cost shall only be available to PanAmSat
if there is a finding that Executive's claim was frivolous. The arbitrator shall
issue a written opinion explaining the reasons for the award. In the event of a
conflict between this Agreement and the aforementioned AAA rules, the provisions
of this Agreement shall apply. Either the Executive or PanAmSat may bring an
action according and subject to the Federal Arbitration Act in any court of
competent jurisdiction in the State of Connecticut to modify or correct an
arbitration award. Any arbitration shall be held and any award shall be made in
the State of Connecticut.
F. DEFINITIONS
1. CAUSE: The term "Cause" as used herein is defined as any
i) conviction of, or plea of nolo contendere to, a felony; ii) use of illegal
drugs; iii) disability; or iv) willful and intentional misconduct, willful
neglect or gross negligence, in the performance of duties, which has caused a
demonstrable and serious injury to PanAmSat, monetary or otherwise. For purposes
of this Agreement, the Executive will be deemed to have a "disability" if, for
physical or mental reasons, the Executive is unable to perform the essential
functions of his duties under this Agreement, with or without accommodations,
for 180 consecutive days. The disability of Executive will be determined by a
medical doctor selected by written agreement of PanAmSat and the Executive upon
the written request of one party by notice to the other. The determination of
the medical doctor will be binding on both parties. The Executive must submit to
a reasonable number of examinations by the medical doctor making the
determination of disability and the Executive hereby authorizes the disclosure
and release to PanAmSat of such determination. In addition, in the event that
PanAmSat elects not to extend Executive's employment as set forth in Section A 6
herein and, Executive completes his employment obligations under this Agreement
his termination shall constitute termination "without Cause."
2. GOOD REASON: The term "Good Reason" as used herein is defined as
any reduction in the amount of the Executive's base salary or aggregate
incentive compensation opportunities; any material reduction in the aggregate
value of the Executive's benefits, unless it is pursuant to a general change in
benefits applicable to
all executive employees; a material reduction in the Executive's then duties and
responsibilities; a diminution in Executive's then title or a transfer, without
the Executive's consent, of the Executive's principal place of employment to a
location more than fifty (50) miles from the Executive's current office or
current home. Notwithstanding the above, the occurrence of any event described
in this paragraph will not constitute "good reason" unless the Executive gives
PanAmSat written notice, within sixty (60) calendar days after the Executive
knew or should have known of the occurrence of the event, that such event
constitutes "good reason" and PanAmSat thereafter fails to cure the event within
thirty (30) calendar days after receipt of such notice, provided such right to
cure shall not exist in the case of events duplicative of those previously
cured.
3. CHANGE IN CONTROL: The term "Change in Control," means the
effective date of any of the following events occurring during the Term:
(a) consummation of a change in ownership of PanAmSat, whether by sale, merger,
consolidation or reorganization, and whether in one or more such transactions,
pursuant to which Xxxxxx Electronics Corporation and/or General Motors
Corporation does not directly or indirectly own more than 50% of the outstanding
common stock, in value, of PanAmSat or any successor surviving entity; or
(b) the sale or distribution of all or substantially all of the assets of
PanAmSat to an unrelated entity or entities or to an entity in which Xxxxxx
Electronics Corporation and/or General Motors Corporation does not directly or
indirectly own more than 50% in value of the equity of such entity; or (c) a
majority of the members of the PanAmSat Board of Directors (the "Board") ceases
for any reason (other than during a period of not more than 60 days following
the death, disability, or resignation of a member of the Board pending the
appointment of a successor) to be comprised of (i) individuals who were members
of the Board as of the date hereof, (ii) any new director whose election or
nomination for election to the Board was approved by Xxxxxx Electronics
Corporation and (iii) any new director whose election or nomination for election
to the Board was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who are described in foregoing clauses (i) or
(ii) hereof.
H. EXCISE TAXES
a. Anything in this Agreement to the contrary notwithstanding and
except as set forth below, if it is determined that any payment or distribution
by PanAmSat, or any other party, to or for the benefit of Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise) (a "Payment") would be subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code ("Code"), or any interest or
penalties which are incurred by Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then Executive shall be entitled
to receive an additional payment (a "Gross-Up Payment") in an amount such that
after payment by Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the Excise
Tax imposed upon the Payments. Notwithstanding the foregoing, provisions of this
paragraph "a", if it is determined that Executive is entitled to a Gross-Up
Payment, but that Executive, after taking into account the Payments and the
Gross-Up Payment, would not receive a net after-tax benefit of at least
$50,000.00 (taking into account both income taxes and any Excise Tax) as
compared to the after-tax proceeds to Executive resulting from the elimination
of the Gross-Up Payment and a reduction of the payments, in the aggregate, to an
amount (the "Reduced Amount") such that the receipt of Payments would not give
rise to any Excise Tax then no Gross-Up Payment shall be made to Executive and
the Payments, in the aggregate, shall be reduced to the Reduced Amount.
b. Subject to the provisions of paragraph "a", all determinations
required to be made under this Section H, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by a nationally
recognized certified public accounting firm selected by PanAmSat (the
"Accounting Firm") which shall be retained to provide detailed supporting
calculations both to PanAmSat and Executive within 15 business days of the
receipt of notice from Executive that there has been a Payment, or such earlier
time as is required by PanAmSat. All fees and expenses of the Accounting Firm
shall be borne solely by PanAmSat. Any Gross-Up Payment, as determined pursuant
to this Section H, shall be paid by PanAmSat to Executive within 5 days of the
receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon PanAmSat and Executive. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by PanAmSat should have been
made ("Underpayment"), consistent with the calculations required to be made
hereunder. If PanAmSat exhausts its remedies pursuant to paragraph "c" below,
and Executive thereafter is required to make a payment of any Excise Tax, as
well as penalties and interest, that has occurred and any such Underpayment
shall be promptly paid by PanAmSat to or for the benefit of Executive.
c. Executive shall notify PanAmSat in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
PanAmSat of the Gross-Up Payment. Such notification shall be given as soon as
practicable but not later than 10 business days after Executive is informed in
writing of such claim and shall apprise PanAmSat of the nature of such claim and
the date on which such claim is requested to be paid or appealed. Executive
shall not pay such claim prior to the expiration of the 30-day period following
the date on which it gives such notice to PanAmSat (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due.)
If PanAmSat notifies Executive in writing prior to the expiration of such period
that it desires to contest such claim, Executive shall:
(a) give PanAmSat any information reasonably required by PanAmSat
relating to such claim;
(b) take such action in connection with contesting such claims as
PanAmSat shall reasonably request in writing from time to time,
including without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by
PanAmSat;
(c) cooperate with PanAmSat in good faith in order to effectively
contest such claim; and
(d) permit PanAmSat to participate in any proceedings relating to such
claim; provided, however, that PanAmSat shall bear and pay directly
all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall
indemnify and hold Executive harmless, on an after-tax basis, for
any Excise Tax or income tax (including interest and penalties with
respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing
provisions of this paragraph "c", PanAmSat shall control all
proceedings taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct
Executive to pay the tax claimed and xxx for a refund or to contest
the claim in any permissible manner, and Executive agrees to
prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as PanAmSat shall determine; provided, however,
that if PanAmSat directs Executive to pay such claim and xxx for a
refund, PanAmSat shall advance the amount of such payment to
Executive, on an interest-free basis, and shall indemnify and hold
Executive harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided that any
extension of the statute of limitations relating to payment of
taxes for the taxable year of Executive with respect to which such
contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, PanAmSat's control of the contest
shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder, and Executive shall be entitled to
settle or contest, as the case maybe be, any other issue raised by
the Internal Revenue Service or any other taxing authority.
d. If, after the receipt by Executive of an amount advanced by
PanAmSat pursuant to paragraph "c" above, Executive becomes entitled to receive
any refund with respect to such claim, Executive shall (subject to PanAmSat's
complying with the requirements of paragraph "c" above) promptly pay to PanAmSat
the amount of such refund (together with any interest paid or credited thereon
after taxes applicable thereto). If after the receipt by Executive of any amount
advanced by PanAmSat pursuant to paragraph "c" above, a determination is made
that Executive shall not be
entitled to any refund with respect to such claim and PanAmSat does not notify
Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.
I. GENERAL PROVISIONS
1. NOTICES: Any notice, request, demand or other communication
required or permitted by this Agreement shall be deemed to be properly given
when personally served in writing or three (3) days after being deposited in the
United States mail, registered or certified, postage prepaid, addressed to the
party at the last address supplied to the sending party by the addressed party.
2. WAIVER: The waiver by any party of a breach of any provision of
this Agreement by the other shall not operate or be construed as a waiver of any
subsequent breach of the same provision or any other provisions of this
Agreement.
3. ENTIRE AGREEMENT: This Agreement contains the entire agreement of
the Parties. It supersedes any and all other agreements, either oral or in
writing, between the Parties hereto with respect to the employment of the
Executive by PanAmSat. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, oral or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement or promise not contained
in this Agreement shall be valid and binding.
4. AMENDMENTS: No amendments or additions to this Agreement nor
Agreement termination shall be binding unless in writing and signed by both
Parties, except as herein otherwise provided.
5. SEVERABILITY: The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
effect the validity and enforceability of the other provisions herein.
6. CHOICE OF LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut, without giving effect to
the principles of conflicts of laws.
7. INDEMNIFICATION: PanAmSat hereby agrees that both during and after
Executive's employment, it shall indemnify Executive to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law and Executive
shall be covered by PanAmSat's Directors and Officers ("D&O") insurance plan.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first hereinabove written.
PANAMSAT
/s/ R. Xxxxxxx Xxxx By: /s/ Xxxxx X. Xxxxxxxx
-------------------- ----------------------------
R. Xxxxxxx Xxxx
/s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx
Chairman of the Board
& Chief Executive Officer
Xxxxxx Electronics Corporation
/s/ Xxxxx X. Xxxxxxxx
--------------------
Xxxxx X. Xxxxxxxx
Secretary of the Corporation
PanAmSat Corporation
ATTACHMENT "A"
GENERAL RELEASE
For a valuable consideration, the receipt and adequacy of which are
hereby acknowledged, R. Xxxxxxx Xxxx ("Xxxx") does hereby release and forever
discharge PanAmSat, Xxxxxx Electronics Corporation, their parent(s) and
affiliates and each of their respective associates, owners, stockholders,
predecessors, successors, heirs, assigns, agents, directors, officers, partners,
representatives, employees, lawyers, and all persons acting by, through, under,
or in concert with them, or any of them (each, a "Releasee"), from any and all
manner of action or actions, cause or causes of action, in law or in equity,
suites, debts, liens, contracts, agreements, promises, liabilities, claims,
demands, damages, losses, costs or expenses, of any nature whatsoever, known or
unknown, fixed or contingent (hereinafter called "Claims"), which Xxxx now has
or may hereafter have against any of the Releasees by reason of any and all
acts, omissions, events or facts occurring or existing prior to
______________________, except as expressly provided herein, in connection with
his employment with PanAmSat or the termination thereof. The Claims released
hereunder include, without limitation, any alleged breach of any employment
agreement between PanAmSat and Xxxx; any alleged breach of any covenant of good
faith and fair dealing, express or implied; any alleged torts or other legal
restrictions on PanAmSat's right to terminate Xxxx'x employment; and any alleged
violation of any federal, state or local statute or ordinance including without
limitation, the Connecticut General Statutes, Title VII of the Civil Rights Act
of 1964, as amended, the federal Age Discrimination in Employment Act of 1967,
as amended ("ADEA"), the Connecticut Human Rights and Opportunities Law, the
Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income
Security Act of 1973.
In accordance with the Older Workers Benefit Protection Act of 1990,
Xxxx is aware of the following with respect to his release of any claims under
the ADEA:
(1) He has the right to consult with an
attorney before signing this Release.
(2) He has twenty-one (21) days, in which to
consider this Release and any ADEA claim; and
(3) He has seven (7) days after signing this
Release to revoke his release as to any ADEA claim.
This Release shall not be effective until the expiration of seven (7)
days following execution of this Release.
This Release shall not cover any rights of Xxxx upon termination under
the Employment Agreement dated, _________________, any rights of indemnification
under PanAmSat's certificate of incorporation, bylaws or any agreement rights to
Directors and Officers insurance rights pursuant to any equity grant or any post
termination rights under any benefit plan.
Xxxx represents and warrants to each Releasee that there has been no
assignment or other transfer of any interest in any Claim which Xxxx may have
against the Releasees.
Xxxx agrees that if he hereafter commences, joins in, or in any manner
seeks relief through any suit arising out of, based upon, or relating to any of
the Claims released hereunder or in any manner asserts against any Releasee any
of the Claims released hereunder, then Xxxx will pay to the Releasee, in
addition to any other damages caused thereby, all reasonable attorneys' fees
incurred by the Releasee in defending or otherwise responding to said suit or
Claim.
Dated:___________________ _______________________
R. Xxxxxxx Xxxx
