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EXHIBIT 10.9.2
AMENDMENT NUMBER 2
TO THE
EMPLOYMENT AGREEMENT
BETWEEN
LORAL SPACE & COMMUNICATIONS LTD.
AND
XXXXXXX X. XXXXXXXX
This Amendment (the "Amendment") to the Employment Agreement dated as
of April 5, 1996 (the "Employment Agreement") between Loral Space &
Communications Ltd., a Bermuda company (the "Company"), and Xxxxxxx X. Xxxxxxxx
("Xxxxxxxx") is entered into as of July 18, 2000.
WHEREAS, the Company and Xxxxxxxx are presently parties to the
Employment Agreement; and
WHEREAS, the Company and Xxxxxxxx desire to amend the Employment
Agreement as set forth herein;
NOW, THEREFORE, effective as of the date hereof, the Employment
Agreement is hereby amended as follows:
1. Section 2 of the Employment Agreement is amended to read as follows:
"2. Term. This Agreement shall have a term commencing on April
5, 1996 and ending on the tenth anniversary of the date on
which the shares of the Company's common stock, par value $.01
per share (the "Common Stock"), were distributed to the record
holders of the common stock of Loral Corporation, a New York
corporation (the "Distribution Date")."
2. Section 4(d) of the Employment Agreement is amended to read as
follows:
"(d) A change in control of the Company shall be deemed to
have occurred upon the occurrence of the events described in
paragraphs 1, 2, 3 or 4 below:
(1) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
35% or more of either (i) the then outstanding common stock
(the "Outstanding Company Stock"), or (ii) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however,
that for purposes of this subsection (1), the following
acquisitions shall not constitute a
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change in control: (A) any acquisition by the Company, (B) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or (C) any acquisition
by any corporation pursuant to a transaction which complies
with clauses (i) and (iii) of subsection (3) of this Section
4(d); or
(2) Individuals who, as of July 18, 2000, constitute
the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
June 13, 2000 whose election, or nomination for election by
the shareholders of the Company, was approved by a vote of at
least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(3) Consummation of a reorganization, consolidation,
merger or sale of substantially all of the assets of the
Company (a "Corporate Event"), unless, following such
Corporate Event, (i) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Stock and Outstanding
Company Voting Securities immediately prior to such Corporate
Event beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding common stock and the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
from such Corporate Event (including, without limitation, a
corporation which as a result of such transaction owns the
Company or all or substantially all of the assets of the
Company either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership,
immediately prior to such Corporate Event, of the Outstanding
Company Stock and Outstanding Company Voting Securities, as
the case may be, (ii) no Person, other than an employee
benefit plan (or related trust) of the Company, beneficially
owns, directly or indirectly, 35% or more of, respectively,
the then outstanding common stock of the corporation resulting
from such Corporate Event or the combined voting power of the
then outstanding voting securities of such corporation and
(iii) at least a majority of the members of the board of
directors of the corporation resulting from such Corporate
Event were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the
Board, providing for or approving such Corporate Event; or
(4) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company."
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3. Section 15 of the Employment Agreement is amended to read as
follows:
"15. Assignment.
(a) The rights and obligations of the Company under this
Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of the Company. The rights of
Xxxxxxxx under this Agreement shall inure to the benefit of
his personal representatives.
(b) The Company and Xxxxxxxx hereby acknowledge that, since
the effective date of this Agreement, Xxxxxxxx has been
employed by Loral SpaceCom Corporation, a Delaware corporation
("SpaceCom"), and that all of the Company's obligations to
Xxxxxxxx under this Agreement have been paid by SpaceCom. The
Company and Xxxxxxxx hereby agree that all of the obligations
of the Company under this Agreement are hereby assigned to
SpaceCom, and SpaceCom and Xxxxxxxx consent to such
assignment."
Except as provided herein, the terms of the Employment
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment effective as of July 18, 2000.
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Xxx Xxxx
---------------------------------------
Name: Xxx Xxxx
Title: Vice President, General Counsel
and Secretary
/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
LORAL SPACECOM CORPORATION
By: /s/ Xxx Xxxx
---------------------------------------
Name: Xxx Xxxx
Title: Vice President, General Counsel
and Secretary
