EMPLOYMENT AGREEMENT
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This AGREEMENT is made as of July 19, 1996, by and between COMSAT
Corporation ("COMSAT"), a District of Columbia corporation, and Xxxxx X.
Xxxxxxx, a resident of the Commonwealth of Virginia (the "Executive").
WHEREAS, the COMSAT Board of Directors (the "Board") elected the
Executive as President and Chief Executive Officer and a member of the
Board (a "Director") on July 19, 1996;
WHEREAS, the Board believes it to be in the best interests of COMSAT
to enter into this Agreement to ensure the Executive's continuing services
to COMSAT; and
WHEREAS, COMSAT desires to continue to employ the Executive as
President and Chief Executive Officer of COMSAT, and the Executive desires
to continue such employment, on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements made herein, and intending to be legally bound hereby, COMSAT
and the Executive agree as follows:
1. Employment; Duties.
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(a) Employment and Employment Period. COMSAT shall employ the
Executive to serve as President and Chief Executive Officer of COMSAT or
any successor entity for a period (the "Employment Period") commencing on
July 19, 1996 (the "Effective Date") and continuing thereafter for
successive three-year terms from each successive day thereafter until July
19, 2003 unless terminated in accordance with the provisions of this
Agreement. Notwithstanding the foregoing, COMSAT may appoint another person
to serve as President during the Employment Period. In that event, the
Executive's title shall become Chief Executive Officer and the President
shall report to the Executive in her capacity as Chief Executive Officer.
The appointment of a President shall not be deemed to constitute "Good
Reason" for purposes of Section 5 of this Agreement. Each 12-month period
ending on the anniversary date of the Effective Date is sometimes referred
to herein as a "year of the Employment Period."
(b) Offices, Duties and Responsibilities. The Executive shall
report directly and solely to the Board. Throughout the Employment Period,
COMSAT shall cause Executive to be nominated and recommended for election
as a Director 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 COMSAT's present
headquarters in Bethesda, Maryland. 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 manage the overall
business and operations of COMSAT. All employees of COMSAT 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 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 $100,000, and (ii) any bonuses to be
awarded to employees of 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. The Executive's management of
COMSAT shall be (x) in accordance with the policies of the Board and
COMSAT's Policies and Procedures, both as in effect from time to time, and
(y) within the limits of an annual budget for COMSAT which shall be
approved by the Board at least 30 days before the beginning of the fiscal
year to which such budget relates. If the Executive proposes the
expenditure of any amounts which exceed the applicable annual budgets for
COMSAT, such excess amounts shall not be committed to Executive's authority
unless and until specifically authorized and approved by the Board.
(c) Devotion to Interests of COMSAT. During the Employment
Period, the Executive shall devote her best efforts and full business time
and attention to the performance of her duties hereunder. Notwithstanding
the foregoing, the Executive shall be entitled to serve on the boards of
directors of non-profit organizations and, commencing on the second
anniversary of the Effective Date, the boards of directors of for-profit
organizations that do not compete with COMSAT. Prior to joining any boards
of directors in addition to those on which she is serving as of the
Effective Date, the Executive shall consult with the Board to confirm that
such memberships shall not unreasonably or materially interfere with the
performance of her duties hereunder. In addition, the Executive may speak
and write independently, if such activity does not conflict with the best
interests of COMSAT. The Executive may keep all fees and other monies paid
for such outside board memberships and activities in accordance with COMSAT
corporate policy.
2. Compensation and Fringe Benefits.
--------------------------------
(a) Base Compensation. COMSAT shall pay the Executive a base
salary ("Base Salary") during the Employment Period with payments made in
installments in accordance with COMSAT's regular practice for compensating
executive personnel, provided that in no event shall such payments be made
less frequently than twice per month. The Base Salary for the first year of
the Employment Period shall be $450,000.
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Effective on July 19, 1997, the Base Salary shall be increased to $500,000.
Thereafter, the Base Salary for the Executive shall be reviewed for
increases each subsequent year during the Employment Period commencing the
third year of the Employment Period. Any further Base Salary increases
shall be approved by the Board in its sole discretion.
(b) Bonus Compensation. The Executive will be eligible to receive
bonuses ("Annual Bonus") during the Employment Period under the AIP in
accordance with the following parameters: (i) the target bonus for each
year during the Employment Period shall be 70% of Base Salary for achieving
100% of the target level for the performance measures; and (ii) the
performance measures, the relative weight to be accorded each performance
measure and the amount of bonus payable in relation to the target bonus for
achieving more or less than 100% of the target level for the performance
measures shall be determined for each year during the Employment Period by
the Committee on Compensation and Management Development of the Board (the
"Compensation Committee") after consultation with the Executive. As part of
the consultation process set forth in the preceding sentence, the Executive
shall prepare before the end of each fiscal year ending during the
Employment Period a business plan for COMSAT with respect to at least the
following three-year period. The Board shall consider and approve such
plans on an annual basis, subject to such modifications as are otherwise
consistent with this Agreement, and each fiscal year the current plan shall
be considered by the Compensation Committee as the basis for establishing
the bonus standards for such year with such reasonable modifications as the
Compensation Committee may reasonably determine and which are consistent
with this Agreement.
(c) Fringe Benefits. The Executive shall continue to be entitled
to the fringe benefits for COMSAT senior executives which she enjoyed
immediately prior to the Effective Date, including (i) participation in the
COMSAT Directors and Executives Deferred Compensation Plan, the COMSAT
Split Dollar Insurance Plan, the COMSAT Educational Grant Program, the
COMSAT Retirement Plan, the COMSAT Savings and Profit-Sharing Plan, the
COMSAT 1995 Key Employee Stock Plan (the "Stock Plan"), the COMSAT Employee
Stock Purchase Plan, the COMSAT health and disability insurance programs
and the COMSAT financial planning program, (ii) an annual physical
examination by a physician of her choice in the Washington, D.C.
metropolitan area at COMSAT's expense, and (iii) reimbursement of
reasonable expenses incurred in connection with travel and entertainment
related to COMSAT's business and affairs. The Executive also shall be
entitled to such additional fringe benefits as are made available to COMSAT
senior executives during the Employment Period on a most favored nations
basis. The Executive further shall be entitled to reimbursement of the
Executive's reasonable legal
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fees and costs incurred in connection with the negotiation and execution of
this Agreement, subject to a cap of $12,000. COMSAT reserves the right to
modify or terminate from time to time the fringe benefits provided to the
senior management group.
(d) Stock Options. On October 17, 1996 (the "Grant Date"), COMSAT
shall grant to the Executive non-statutory stock options (the "Options")
under the Stock Plan to purchase 150,000 shares of COMSAT's common stock,
without par value ("Common Stock"), at a purchase price equal to the
average of the high and low selling price of the Common Stock as reported
under New York Stock Exchange-Composite Transactions on the Grant Date. The
Options shall carry a term of ten years and shall be exercisable by the
Executive in accordance with the following schedule: (i) 25% of the Options
on and after the first anniversary of the Grant Date; (ii) an additional
25% of the Options on and after the second anniversary of the Grant Date;
and (iii) the remaining 50% of the Options on and after the third
anniversary of the Grant Date. The Options shall be represented by a stock
option agreement in the form customarily used by COMSAT for such agreements
which shall contain appropriate terms consistent with the provisions of
this Agreement. During the Employment Period, the Executive may be granted
additional non-statutory stock options as determined by the Compensation
Committee in its sole discretion.
(e) RSAs. On February 20, 1997, COMSAT shall grant to the
Executive 20,000 Restricted Stock Awards ("RSAs") under the Stock Plan.
Such RSAs shall vest in accordance with (i) the performance standards for
the two-year performance period following the date of grant which are
adopted by the Compensation Committee for RSAs granted generally on such
date, and (ii) the following schedule thereafter for the portion of such
RSAs which are earned during the performance period: (x) 20% of such
portion on and after February 20, 2000; (y) an additional 40% of such
portion on and after February 20, 2001; and (z) the remaining 40% of such
portion on and after February 20, 2002.
(f) RSUs. On the Grant Date, COMSAT shall grant to the Executive
5,000 Restricted Stock Units ("RSUs") under the Stock Plan. Such RSUs shall
entitle the Executive to receive "dividend equivalents" (when and in the
same amounts as dividends are paid on the Common Stock) as provided under
the Stock Plan, and shall vest three (3) years from the Grant Date if the
Executive is still employed by COMSAT at such time.
(g) SERP. The Executive shall continue to participate in the
COMSAT Insurance and Retirement Plan for Executives (the "SERP"). Any
future amendments or changes to the SERP which provide for a reduction,
deferral or elimination of benefits payable to participants in the SERP
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shall expressly not apply to the Executive unless the Executive consents
otherwise.
3. Trade Secrets; Return of Documents and Property.
-----------------------------------------------
(a) Executive acknowledges that during the course of her
employment she will receive secret, confidential and proprietary
information ("Trade Secrets") of COMSAT and of other companies with which
COMSAT does business on a confidential basis and that Executive will create
and develop Trade Secrets for the benefit of COMSAT. Trade Secrets shall
include, without limitation, matters of a technical nature, such as
scientific and engineering secrets, "know-how," formulae, secret processes
or machines, inventions and computer programs (including documentation of
such programs), and matters of a business nature, such as customer data and
proprietary information about costs, profits, markets, sales and customer
databases, and other information of a similar nature to the extent not
available to the public, and plans for future development. All Trade
Secrets disclosed to or created by Executive shall be deemed to be the
exclusive property of COMSAT (as the context may require). Executive
acknowledges that Trade Secrets have economic value to COMSAT due to the
fact that Trade Secrets are not generally known to the public or the trade
and that the unauthorized use or disclosure of Trade Secrets is likely to
be detrimental to the interests of COMSAT and its subsidiaries. Executive
therefore agrees to hold in strict confidence and not to disclose to any
third party any Trade Secret acquired or created or developed by Executive
during the term of this Agreement except (i) when Executive uses or
discloses any Trade Secret in the proper course of the Executive's
rendition of services to COMSAT hereunder, (ii) when such Trade Secret
becomes public knowledge other than through a breach of this Agreement, or
(iii) when Executive is required to disclose any Trade Secret pursuant to
any valid legal process. The Executive shall notify COMSAT immediately of
any such legal process in order to enable COMSAT to contest such legal
process's validity. After termination of this Agreement, the Executive
shall not use or otherwise disclose Trade Secrets unless such information
(x) becomes public knowledge other than through a breach of this Agreement,
(y) is disclosed to the Executive by a third party who is entitled to
receive and disclose such Trade Secret, or (z) is required to be disclosed
pursuant to any valid legal process, in which case the Executive shall
notify COMSAT immediately of any such legal process in order to enable
COMSAT to contest such legal process's validity.
(b) Upon the effective date of notice of the Executive's or
COMSAT's election to terminate this Agreement, or at any time upon the
request of COMSAT, the Executive (or her heirs or personal representatives)
shall deliver to COMSAT (i) all documents and materials containing or
otherwise relating to Trade Secrets or other information relating to
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COMSAT's business and affairs, and (ii) all documents, materials and other
property belonging to COMSAT, which in either case are in the possession or
under the control of the Executive (or her heirs or personal
representatives). The Executive shall be entitled to keep her personal
records (including Rolodex) relating to COMSAT's business and affairs
except to the extent those contain documents or materials described in
clause (i) of the preceding sentence.
4. Discoveries and Works. All discoveries and works made or conceived
by the Executive during her employment by COMSAT pursuant to this
Agreement, jointly or with others, that relate to COMSAT's activities
("Discoveries and Works") shall be owned by COMSAT. Discoveries and Works
shall include, without limitation, inventions, computer programs (including
documentation of such programs), technical improvements, processes,
drawings and works of authorship. The Executive shall (a) promptly notify,
make full disclosure to, and execute and deliver any documents requested
by, COMSAT to evidence or better assure title to such Discoveries and Works
in COMSAT, (b) assist COMSAT in obtaining or maintaining for itself at its
own expense United States and foreign patents, copyrights, trade secret
protection or other protection of any and all such Discoveries and Works,
and (c) promptly execute, whether during her employment by COMSAT or
thereafter, all applications or other endorsements necessary or appropriate
to maintain patents and other rights for COMSAT and to protect their title
thereto. Any Discoveries and Works which, within six months after the
termination of the Executive's employment by COMSAT, are made, disclosed,
reduced to a tangible or written form or description, or are reduced to
practice by the Executive and which pertain to work performed by the
Executive while with COMSAT shall, as between the Executive and COMSAT, be
presumed to have been made during the Executive's employment by COMSAT.
5. Termination. This Agreement shall remain in effect during the
Employment Period, and this Agreement and Executive's employment with COMSAT
may be terminated only as follows:
(a) By the Executive at any time upon forty-five (45) days
advance written notice to COMSAT for "Good Reason" (as defined below). In
such event or if the Executive's employment is terminated by COMSAT without
"cause" (as defined below), the Executive shall be entitled to receive the
following benefits until the earlier of (i) three (3) years from the
effective date of such termination, or (ii) the later of (A) July 19, 2003
or (B) one year from such effective date: (i) her then current Base Salary;
(ii) an Annual Bonus equal to seventy percent (70%) of her then current
Base Salary; and (iii) all other benefits provided pursuant to Sections
2(c), (d), (e) and (f) of this Agreement, which shall be deemed to vest
fully and immediately if subject to vesting. The
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Executive shall have no obligation to seek other employment in the event of
her termination pursuant to this paragraph (a), and any such employment
shall not mitigate COMSAT's obligations hereunder.
"Good Reason" shall mean any of the following: (I) any
substantial reduction (except in connection with the termination of her
employment voluntarily by the Executive or by COMSAT for "cause" as defined
below) by COMSAT, without the Executive's express written consent, of her
responsibilities as President and Chief Executive Officer of COMSAT; (II)
any change in the reporting structure set forth in Section 1(b) above;
(III) any reduction in Executive's title; (IV) any relocation of the
Executive's offices outside the Washington, D.C. metropolitan area by
COMSAT without the Executive's express written consent prior to the third
anniversary of the Effective Date; (V) any material default of the
provisions of Section 2 of this Agreement which continues for twenty (20)
business days following COMSAT's receipt of written notice from the
Executive specifying the manner in which COMSAT is in default of such
provisions; (VI) the Executive is not reelected to or is removed from the
Board; or (VII) any officer superior to the Executive is appointed by
COMSAT.
(b) By COMSAT at any time upon ten (10) days written notice to
the Executive, and after an opportunity to discuss such decision with the
Board, for "cause." For purposes of this Agreement, COMSAT shall have
"cause" to terminate the Executive's employment hereunder upon (i) the
continued and deliberate failure of the Executive to perform her material
duties, in a manner substantially consistent with the manner reasonably
prescribed by the Board and in accordance with the terms of this Agreement
(other than any such failure resulting from her incapacity due to physical
or mental illness), which failure continues for twenty (20) business days
following the Executive's receipt of written notice from the Board
specifying the manner in which the Executive is in default of her duties,
(ii) the engaging by the Executive in intentional serious misconduct that
is materially and demonstrably injurious to COMSAT or its reputation, which
misconduct, if it is reasonably capable of being cured, is not cured by the
Executive within twenty (20) business days following the Executive's
receipt of written notice from the Board specifying the serious misconduct
engaged in by the Executive, (iii) the conviction of the Executive of
commission of a felony involving a crime of moral turpitude, whether or not
such felony was committed in connection with COMSAT's business, or (iv) any
material breach by the Executive of Section 7 hereof, which breach, if it
is reasonably capable of being cured, is not cured by the Executive within
twenty (20) business days following the Executive's receipt of written
notice from the Board specifying the breach of Section 7 by the Executive.
If COMSAT shall terminate the Executive's employment for "cause,"
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COMSAT, in full satisfaction of all of COMSAT's obligations under this
Agreement and in respect of the termination of the Executive's employment
with COMSAT, shall pay the Executive her Base Salary and all other
compensation, benefits and reimbursement through the date of termination of
her employment.
(c) If, prior to the expiration or termination of the Employment
Period, the Executive shall have been unable to perform substantially her
duties by reason of disability or impairment of health for at least six
consecutive calendar months, COMSAT shall have the right to terminate this
Agreement by giving sixty (60) days written notice to the Executive to that
effect, but only if at the time such notice is given such disability or
impairment is still continuing. Following the expiration of the notice
period, the Employment Period shall terminate with the payment of the
Executive's Base Salary for the month in which notice is given and a
prorated Annual Bonus through such month. In the event of a dispute as to
whether the Executive is disabled within the meaning of this paragraph (a),
or the duration of any disability, either party may request a medical
examination of the Executive by a doctor appointed by the Chief of Staff of
a hospital selected by mutual agreement of the parties, or as the parties
may otherwise agree, and the written medical opinion of such doctor shall
be conclusive and binding upon the parties as to whether the Executive has
become disabled and the date when such disability arose. The cost of any
such medical examinations shall be borne by COMSAT. In no event shall this
Agreement terminate before COMSAT's long-term disability benefits under
applicable plans become payable to the Executive.
(d) If, prior to the expiration or termination of the Employment
Period, the Executive shall die, COMSAT shall pay to the Executive's estate
her Base Salary and a prorated Annual Bonus through the end of the month in
which the Executive's death occurred, at which time the Employment Period
shall terminate without further notice.
(e) If either the Executive or COMSAT elects not to renew the
Executive's employment with COMSAT at the end of the Employment Period, the
Executive shall be entitled to receive payments under the SERP beginning on
August 1, 2003, the first day of the month after the end of such period,
calculated in accordance with the provisions of the plan based on the
Executive's retirement on that date, provided that the Board reserves the
discretion to waive the applicable early retirement reduction under the
plan in such event. If the Executive's employment with COMSAT under this
Agreement is terminated either by the Executive for Good Reason or by
COMSAT without "cause," the Executive shall be entitled to receive payments
under the SERP beginning on June 1, 2003, the first day of the month after
the Executive's 55th birthday,
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calculated in accordance with the provisions of the plan as if the
Executive retired on that date, provided that the Board reserves the
discretion to waive the applicable early retirement reduction under the
plan in such event.
6. Change of Control.
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(a) In the event that the Board in its sole discretion determines
that repeal of the ownership restrictions on COMSAT capital stock in the
Communications Satellite Act of 1962 is reasonably imminent, the parties
shall negotiate in good faith to adopt a "change of control" provision
applicable to this Agreement which shall set forth (i) the events that
shall constitute a "change of control" for this purpose, (ii) the
consequences under this Agreement if such a "change of control" occurs and
(iii) such other terms and conditions as the parties shall mutually agree
to.
(b) Any "change of control" provisions adopted by COMSAT
applicable to any COMSAT benefits plans which provide for the accelerated
vesting and/or payment of any benefits for its senior executives shall
apply to the Executive to the same extent as other COMSAT senior executives
on a most favored nations basis with respect to the benefits affected by
such COMSAT provisions.
7. Non-Competition.
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(a) As an inducement for COMSAT to enter into this Agreement, the
Executive agrees that for a period commencing as of the Effective Date and
running through the earlier of (i) the end of the Employment Period if the
Executive remains employed by COMSAT for the entire Employment Period or
(ii) one year following termination of the Executive's employment by COMSAT
for "cause" as defined in Section 5(b) hereof, or by the Executive for any
reason (other than Good Reason, in which case the provisions of this
paragraph (a) shall not apply) (the "Non-Competition Period"), the
Executive shall not, without the prior written consent of the Board, engage
or participate, directly or indirectly, as principal, agent, employee,
employer, consultant, stockholder, partner or in any other individual
capacity whatsoever, in the conduct or management of, or own any stock or
any other equity investment in or debt of, any business which is
competitive with any business conducted by COMSAT.
For the purpose of this Agreement, a business shall be considered
to be competitive with any business of COMSAT only if such business is
engaged in providing services or products (i) comparable to or competitive
with (A) any service or product currently provided by COMSAT during the
Employment Period; (B) any service or product which evolves from or results
from enhancements in the ordinary course during the Non-Competition Period
to the services or products provided by
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COMSAT as of the date hereof or during the Employment Period; or (C) any
future service or product of COMSAT as to which the Executive materially
and substantially participated in the development or enhancement, and (ii)
to customers, distributors or clients of the type served by COMSAT during
the Non-Competition Period.
(b) Non-Solicitation of Employees. During the Non-Competition
Period, the Executive will not (for her own benefit or for the benefit of
any person or entity other than COMSAT) solicit, or assist any person or
entity other than COMSAT to solicit, any officer, director, executive or
employee (other than an administrative or clerical employee) of COMSAT to
leave his or her employment.
(c) Reasonableness; Interpretation. The Executive acknowledges
and agrees, solely for purposes of determining the enforceability of this
Section 7 (and not for purposes of determining the amount of money damages
or for any other reason), that (i) the markets served by COMSAT are
national and international and are not dependent on the geographic location
of executive personnel or the businesses by which they are employed; (ii)
the length of the Non-Competition Period is linked to the term of the
Employment Period and the severance benefit provided for in Section 5(a);
and (iii) the above covenants are manifestly reasonable on their face, and
the parties expressly agree that such restrictions have been designed to be
reasonable and no greater than is required for the protection of COMSAT. In
the event that the covenants in this Section 7 shall be determined by any
court of competent jurisdiction in any action to be unenforceable by reason
of their extending for too great a period of time or over too great a
geographical area or by reason of their being too extensive in any other
respect, they shall be interpreted to extend only over the maximum period
of time for which they may be enforceable, and/or over the maximum
geographical area as to which they may be enforceable and/or to the maximum
extent in all other respects as to which they may be enforceable, all as
determined by such court in such action.
(d) Investment. Nothing in this Agreement shall be deemed to
prohibit the Executive from owning equity or debt investments in any
corporation, partnership or other entity which is competitive with COMSAT,
provided that such investments (i) are passive investments and constitute
five percent (5%) or less of the outstanding equity securities of such an
entity the equity securities of which are traded on a national securities
exchange or other public market, or (ii) are approved by the Board.
8. Indemnification; Liability Insurance. The Executive shall be
entitled to indemnification and coverage under COMSAT's liability insurance
policy for directors and officers to the same extent as other directors and
officers of COMSAT.
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In addition, the Executive shall be indemnified to the maximum extent
permitted by law of the jurisdiction in which COMSAT is incorporated, as it
may be amended from time to time.
9. Enforcement.
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(a) The Executive acknowledges that a breach of the covenants or
provisions contained in Sections 3, 4 and 7 of this Agreement will cause
irreparable damage to COMSAT, the exact amount of which will be difficult
to ascertain, and that the remedies at law for any such breach will be
inadequate. Accordingly, the Executive agrees that if the Executive
breaches or threatens to breach any of the covenants or provisions
contained in Sections 3, 4 and 7 of this Agreement, in addition to any
other remedy which may be available at law or in equity, COMSAT shall be
entitled to seek specific performance and injunctive relief in a court of
competent jurisdiction after notice and a hearing.
(b) The parties expressly agree that any litigation directly or
indirectly arising out of or relating to this Agreement, including an
action brought by COMSAT pursuant to paragraph (a) of this Section 9, shall
be brought in a court of competent jurisdiction in the State of Maryland.
10. Severability. Should any provision of this Agreement be determined
to be unenforceable or prohibited by any applicable law, such provision
shall be ineffective to the extent, and only to the extent, of such
unenforceability or prohibition without invalidating the balance of such
provision or any other provision of this Agreement, and any such
unenforceability or prohibition in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
11. Assignment. The Executive's rights and obligations under this
Agreement shall not be assignable by the Executive. COMSAT's rights and
obligations under this Agreement shall not be assignable by COMSAT except
as incident to the transfer, by merger or otherwise, of all or
substantially all of the business of COMSAT. In the event of any such
assignment by COMSAT, all rights of COMSAT hereunder shall inure to the
benefit of the assignee, provided that all references herein to COMSAT
shall be deemed to refer with equal force and effect to any corporate or
other successor of COMSAT.
12. Notices. All notices and other communications which are required
or may be given under this Agreement shall be in writing and shall be
deemed to have been duly given when received if personally delivered; when
transmitted if transmitted by telecopy, electronic or digital transmission
method, provided that in such case it shall also be sent by certified or
registered mail, return receipt requested; the day after it is sent, if
sent for next day delivery to a
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domestic address by recognized overnight delivery service (e.g., Federal
Express); and upon receipt, if sent by certified or registered mail, return
receipt requested. Unless otherwise changed by notice, in each case notice
shall be sent to:
If to Executive, addressed to:
Xxxxx X. Xxxxxxx
0000 Xxxxx Xxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
With a copy (not constituting notice) to:
Xxxxxxxx & Xxxxxxxx
000 Xxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Telecopier No.: (000) 000-0000
If to COMSAT, addressed to:
COMSAT Corporation
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxx
Telecopier No.: (000) 000-0000
With a copy (not constituting notice) to:
COMSAT Corporation
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Xx.
Telecopier No.: (000) 000-0000
13. Miscellaneous. This Agreement constitutes the entire agreement,
and supersedes all prior agreements, of the parties hereto relating to the
subject matter hereof, and there are no written or oral terms or
representations made by either party other than those contained herein. No
amendment, supplement, modification or waiver of this Agreement shall be
binding unless executed in writing by the party to be bound thereby. The
validity, interpretation, performance and enforcement of the Agreement
shall be governed by the laws of the State of Maryland without giving
effect to conflicts of laws principles thereof. The headings contained
herein are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement. The waiver by any party of a
breach of any term or condition of this Agreement by the other party shall
not operate as nor be construed as a waiver of any subsequent breach
thereof or a waiver of a breach of any other term or condition of this
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Agreement. This Agreement may be signed in two (2) or more counterparts,
each of which shall constitute an original but all of which together shall
form only a single instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
/s/ Xxxxx X. Xxxxxxx
__________________________________
Xxxxx X. Xxxxxxx, Executive
COMSAT Corporation
/s/ X.X. Xxxxx
By: ______________________________
X.X. Xxxxx, Chairman
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