Exhibit 1
August 5, 1997
CONFIDENTIAL
------------
COMSAT Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Re: Confidentiality Agreement
-------------------------
Ladies and Gentlemen:
In connection with the evaluation by Lockheed Xxxxxx Corporation
("Lockheed Xxxxxx"), a Maryland corporation, of a possible transaction (the
"Transaction") involving COMSAT Corporation ("COMSAT"), a District of Columbia
corporation, our two companies have agreed that Lockheed Xxxxxx will provide
COMSAT or its affiliates and Representatives (as defined below) with certain
Confidential Information (as defined below) relating to the businesses of
Lockheed Xxxxxx and its subsidiaries and other controlled affiliates.
As a condition to furnishing you such information, COMSAT agrees as
follows:
1. Nondisclosure of Confidential Information. The Confidential
-----------------------------------------
Information (as defined in Section 4 hereof) shall be kept confidential by you
and your officers, employees, counsel, accountants, agents, advisors and other
representatives (collectively, "Representatives"), and specifically shall not be
disclosed by you or your Representatives to any third parties, except that any
of the Confidential Information may be disclosed to your Representatives, but
only to the extent such Representatives need to know the Confidential
Information for the purpose described above. In this Agreement, "you" and
"your" refers to COMSAT, together with each of its affiliates, as such term is
defined in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (collectively referred to herein as
"affiliates"). The Confidential Information shall not be used other than in
connection with evaluation of the possible Transaction. Specifically, and
without limitation, the Confidential Information shall not be used by you to (i)
compete with Lockheed Xxxxxx or its affiliates in a manner that you would not
otherwise have competed, or (ii) to attain a competitive advantage over Lockheed
Xxxxxx or its affiliates that you would not otherwise be able to attain absent
access to the Confidential Information. It is understood (i) that each such
Representative shall be informed by you of the confidential nature of the
Confidential Information and the requirement that it not be used other than for
the purpose described above, (ii) that each such Representative shall be
required to agree to and be bound by the terms of this Agreement as a condition
to receiving the Confidential Information and (iii) that, in any event, you
shall be responsible for any breach of this Agreement
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COMSAT Corporation
August 5, 1997
Page 2
by any of your Representatives. You will not disclose the Confidential
Information other than as permitted hereby, and you will use the same care in
keeping confidential the Confidential Information as you would use in
safeguarding your similar information, but in no event less than reasonable
care. The term "person" as used in this Agreement shall be broadly interpreted
to include, without limitation, any corporation, company, partnership, entity,
individual or group.
2. Notice Preceding Compelled Disclosure. If you or your
-------------------------------------
Representatives are requested or required (by oral question, interrogatories,
requests for information or documents, subpoena, civil investigative demand or
similar process) to disclose any Confidential Information, you will promptly
notify Lockheed Xxxxxx of such request or requirement so that Lockheed Xxxxxx
may seek an appropriate protective order or waive compliance by you with the
provisions of this Agreement. If, in the absence of a protective order or the
receipt of a waiver hereunder, you or your Representatives are compelled, in the
opinion of your counsel, to disclose the Confidential Information, you may
disclose only such of the Confidential Information to the party requiring
disclosure as is required by law or other regulatory requirement pursuant to
such opinion and will request that the party to whom the Confidential
Information is furnished agree in writing that the Confidential Information will
be kept confidential by that party and its Representatives. In any event, you
will cooperate with Lockheed Xxxxxx if it chooses to obtain a protective order
or other reliable assurance that confidential treatment will be accorded the
Confidential Information.
3. Purchase or Sale of Securities. You hereby acknowledge that you
------------------------------
are aware (and that your Representatives who are informed of this matter have
been or will be advised) that the United States securities laws restrict persons
with material non-public information concerning a company obtained directly or
indirectly from that company from purchasing or selling securities of that
company or its affiliates, or from communicating such information to any other
person under any circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities. You agree that, for a
period of three years from the date of this letter agreement, neither you nor
any of your affiliates will, without the prior written consent of Lockheed
Xxxxxx: (i) acquire, offer to acquire, or agree to acquire, directly or
indirectly, by purchase or otherwise, any voting securities or direct or
indirect rights to acquire any voting securities of Lockheed Xxxxxx or any
affiliate thereof, or of any successor to or person in control of Lockheed
Xxxxxx, or any assets of Lockheed Xxxxxx or any subsidiary or division thereof
or of any such successor or controlling person; (ii) make, or in any way
participate in, directly or indirectly, any "solicitation" of "proxies" (as such
terms are used in the rules of the Securities Exchange Commission) to vote, or
seek to advise or influence any person or entity with respect to the voting of,
any voting securities of Lockheed Xxxxxx; (iii) make any public announcement
with respect to, or submit a proposal for, or offer of (with or without
conditions) any
2
COMSAT Corporation
August 5, 1997
Page 3
extraordinary transaction involving Lockheed Xxxxxx, its affiliates or any of
their respective securities or assets; (iv) form, join or in any way participate
in a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of
1934) in connection with any of the foregoing; or (v) request Lockheed Xxxxxx or
any of its Representatives, directly or indirectly, to amend or waive any
provision of this paragraph. You will promptly advise Lockheed Xxxxxx of any
inquiry or proposal made to you with respect to any of the foregoing.
4. Definition of "Confidential Information". As used herein,
----------------------------------------
"Confidential Information" means all information, data, reports,
interpretations, forecasts and records (whether in written form, orally,
electronically or otherwise) containing or otherwise reflecting information
concerning Lockheed Xxxxxx, its affiliates or Representatives or any assets that
may be disposed of that is or has been furnished to you or your Representatives
by Lockheed Xxxxxx or any of its affiliates or Representatives which is either
confidential, proprietary or otherwise not generally available to the public.
Notwithstanding the foregoing, the following will not constitute Confidential
Information for purposes of this Agreement: (a) information which is or becomes
generally available to the public other than as a result of a disclosure by you
or your Representatives not otherwise permitted by this Agreement; (b)
information which was already known to you on a nonconfidential basis (except
for Confidential Information provided to you by Lockheed Xxxxxx or any of its
respective affiliates or Representatives prior to the date hereof, if any); or
(c) information which becomes available to you on a nonconfidential basis from a
source other than Lockheed Xxxxxx, its affiliates or Representatives if you have
no knowledge, after reasonable inquiry, that such source was subject to a
prohibition against transmitting the information to you.
5. Return of Information. At the request of Lockheed Xxxxxx at any
---------------------
time, all written Confidential Information provided by Lockheed Xxxxxx or its
respective affiliates or Representatives will be returned to the party providing
such information promptly by you and your Representatives without retention of
copies thereof, except that any portion of the written Confidential Information
that consists of summaries, analyses, extracts, compilations, studies, personal
notes or other documents or records prepared by COMSAT or any of its affiliates
or Representatives shall be destroyed (such destruction to be confirmed in
writing) without the retention of any copies thereof. For purposes of this
Agreement, "written" Confidential Information shall include, without limitation,
information contained in printed, electronic, magnetic or other tangible media,
or in information storage and retrieval systems. That portion of the
Confidential Information consisting of oral Confidential Information and written
Confidential Information not so requested to be returned will be held by you or
your Representatives and kept subject to the terms of this Agreement, or
destroyed. The performance by COMSAT of its
3
COMSAT Corporation
August 5, 1997
Page 4
obligations under this paragraph 5 shall not relieve or otherwise release COMSAT
from any of its obligations under this agreement.
6. No Other Rights. Nothing contained in this Agreement shall be
---------------
construed as (i) requiring Lockheed Xxxxxx, or their respective affiliates or
Representatives, to disclose to you, or for you to accept, any particular
information, or (ii) granting to you a license, either express or implied, under
any patent, copyright, trade secret or other intellectual property rights now or
hereafter owned, obtained or licensed by Lockheed Xxxxxx or any of its
respective affiliates. COMSAT understands and acknowledges that any and all
information contained in the Confidential Information is being provided without
any representation or warranty, express or implied, as to the accuracy or
completeness of the Confidential Information on the part of Lockheed Xxxxxx or
its affiliates or Representatives. COMSAT agrees that none of Lockheed Xxxxxx
or any of its respective affiliates or Representatives shall have any liability
to COMSAT or its affiliates or Representatives. It is understood that the scope
of representations and warranties to be given by Lockheed Xxxxxx will, if
applicable, be in a mutually acceptable definitive agreement between COMSAT and
Lockheed Xxxxxx should discussions regarding a Transaction progress to such a
point. The parties agree that unless and until a definitive agreement between
COMSAT and Lockheed Xxxxxx with respect to a Transaction has been executed and
delivered, neither party will be under any legal obligation of any kind
whatsoever with respect to such a Transaction by virtue of this or any other
written or oral expression with respect to such a Transaction by it or any of
its Representatives except, in the case of this letter, for the matters
specifically agreed to herein. COMSAT further acknowledges and agrees that
Lockheed Xxxxxx reserves the right, in its sole discretion, to reject any and
all proposals made by COMSAT or any of its Representatives with regard to the
Transaction and to terminate discussions and negotiations with COMSAT at any
time.
7. Nondisclosure of Discussions. Without the prior consent of
----------------------------
Lockheed Xxxxxx, you will not, and will direct your Representatives not to,
disclose to any person your evaluation of the Transaction, that the Confidential
Information is being made available to you, that you have inspected any portion
of the Confidential Information, or that discussions with respect to the above
purposes are taking place or other facts with respect to these discussions,
including the status thereof.
8. No Waiver. No failure or delay in exercising any right, power
---------
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any further exercise thereof or the
exercise of any right, power or privilege hereunder or thereunder. Neither the
waiver by Lockheed Xxxxxx of a breach of or a default under any provisions of
this
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COMSAT Corporation
August 5, 1997
Page 5
Agreement, nor the failure of Lockheed Xxxxxx, on one or more occasions, to
enforce any of the provisions of this Agreement or to exercise any right or
privilege hereunder shall thereafter be construed as a waiver of any subsequent
breach or default of a similar nature, or as a waiver of such provisions, rights
or privileges hereunder.
9. Remedies, Expenses, Jurisdiction, Governing Law. The parties
-----------------------------------------------
agree that any breach or threatened breach will cause Lockheed Xxxxxx
irreparable harm, money damages would not be a sufficient remedy for any actual
or threatened breach of this Agreement, and Lockheed Xxxxxx shall be entitled to
specific performance and injunctive relief as remedies for any actual or
threatened breach of this Agreement, without the necessity of proving actual
damages and without posting a bond or other security. Such remedies shall not
be deemed to be the exclusive remedies for a breach but shall be in addition to
all other remedies at law or in equity. In the event a court of competent
jurisdiction determines in a final non-appealable order that this Agreement has
or may be breached by you or your Representatives, then you will reimburse
Lockheed Xxxxxx for its costs and expenses (including, without limitation, legal
fees and expenses) incurred in connection with such litigation. You consent to
personal jurisdiction in any action brought in any court, federal or state,
within the State of Maryland having subject matter jurisdiction arising under
this Agreement. This Agreement shall be governed and construed in accordance
with the internal laws of the State of Maryland, without regard to the choice or
conflicts of law doctrines thereof.
10. Invalidity; Unenforceability. The invalidity or unenforceability
----------------------------
of any provision of this Agreement shall not affect the validity or
enforceability of the other provisions of this Agreement, which shall remain in
full force and effect. If any of the provisions of this Agreement shall be
deemed to be unenforceable by reason of its extent, duration, scope or
otherwise, then the parties contemplate that the court making such determination
shall enforce the remaining provisions of this Agreement, shall reduce such
extent, duration, scope or other provision and shall enforce them in their
reduced form for all purposes contemplated by this Agreement.
11. Contact with and Solicitation of Employees. COMSAT agrees not to
------------------------------------------
contact any employee of Lockheed Xxxxxx or its affiliates regarding the
Transaction or the Confidential Information without the prior approval of: the
chief executive officer, the chief financial officer, the general counsel of
Lockheed Xxxxxx or their respective designees. You and your Representatives
agree that for a period of two years from the date of this Agreement that you or
your Representatives will not solicit for employment any of the current
employees of Lockheed Xxxxxx or its affiliates so long as they are employed by
Lockheed Xxxxxx or such affiliate without
5
COMSAT Corporation
August 5, 1997
Page 6
the prior written consent of Lockheed Xxxxxx. A general advertisement by COMSAT
or its affiliates for solicitation of employees shall not constitute a
solicitation under this Agreement.
12. Binding Effect; Construction. This Agreement shall inure to the
----------------------------
benefit of and be binding upon each of the parties and their respective
successors and assigns. Each party hereto hereby acknowledges that all parties
hereto participated equally in the negotiation and drafting of this agreement
and that, accordingly, no court construing this agreement shall construe it more
stringently against one party than against the others.
13. Entire Agreement. This Agreement expresses the entire agreement
----------------
between the parties respecting the subject matter hereof and shall not be
modified except by a written instrument signed by authorized representatives of
the parties on or after the date hereof.
If the foregoing is acceptable, please sign and return the enclosed
copy of this letter.
Lockheed Xxxxxx Corporation
By: /s/ Xxx X. Xxxxxxxxx
-------------------------------------------
Xxx X. Xxxxxxxxx
President and Chief Operating Officer
Space & Strategic Missiles Sector
ACCEPTED AND AGREED
COMSAT CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
Vice President, General
Counsel and Secretary
6
August 5, 1997
CONFIDENTIAL
------------
Lockheed Xxxxxx Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Re: Confidentiality Agreement
-------------------------
Ladies and Gentlemen:
In connection with the evaluation by Lockheed Xxxxxx Corporation
("Lockheed Xxxxxx"), a Maryland corporation, of a possible transaction (the
"Transaction") involving COMSAT Corporation ("COMSAT"), a District of Columbia
corporation, our two companies have agreed that COMSAT will provide Lockheed
Xxxxxx or its affiliates and Representatives (as defined below) with certain
Confidential Information (as defined below) relating to the businesses of COMSAT
and its subsidiaries and other controlled affiliates.
As a condition to furnishing you such information, Lockheed Xxxxxx
agrees as follows:
1. Nondisclosure of Confidential Information. The Confidential
-----------------------------------------
Information (as defined in Section 4 hereof) shall be kept confidential by you
and your officers, employees, counsel, accountants, agents, advisors and other
representatives (collectively, "Representatives"), and specifically shall not be
disclosed by you or your Representatives to any third parties, except that any
of the Confidential Information may be disclosed to your Representatives, but
only to the extent such Representatives need to know the Confidential
Information for the purpose described above. In this Agreement, "you" and
"your" refers to Lockheed Xxxxxx, together with each of its affiliates, as such
term is defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (collectively referred to herein as
"affiliates"). The Confidential Information shall not be used other than in
connection with evaluation of the possible Transaction. Specifically, and
without limitation, the Confidential Information shall not be used by you to (i)
compete with COMSAT or its affiliates in a manner that you would not otherwise
have competed, or (ii) to attain a competitive advantage over COMSAT or its
affiliates that you would not otherwise be able to attain absent access to the
Confidential Information. It is understood (i) that each such Representative
shall be informed by you of the confidential nature of the Confidential
Information and the requirement that it not be used other than for the purpose
described above, (ii) that each such Representative shall be required to agree
to and be bound by the terms of this Agreement as a condition to receiving the
Confidential Information and (iii) that, in any event, you shall be responsible
for any breach of
7
Lockheed Xxxxxx Corporation
August 5, 1997
Page 2
this Agreement by any of your Representatives. You will not disclose the
Confidential Information other than as permitted hereby, and you will use the
same care in keeping confidential the Confidential Information as you would use
in safeguarding your similar information, but in no event less than reasonable
care. The term "person" as used in this Agreement shall be broadly interpreted
to include, without limitation, any corporation, company, partnership, entity,
individual or group.
2. Notice Preceding Compelled Disclosure. If you or your
-------------------------------------
Representatives are requested or required (by oral question, interrogatories,
requests for information or documents, subpoena, civil investigative demand or
similar process) to disclose any Confidential Information, you will promptly
notify COMSAT of such request or requirement so that COMSAT may seek an
appropriate protective order or waive compliance by you with the provisions of
this Agreement. If, in the absence of a protective order or the receipt of a
waiver hereunder, you or your Representatives are compelled, in the opinion of
your counsel, to disclose the Confidential Information, you may disclose only
such of the Confidential Information to the party requiring disclosure as is
required by law or other regulatory requirement pursuant to such opinion and
will request that the party to whom the Confidential Information is furnished
agree in writing that the Confidential Information will be kept confidential by
that party and its Representatives. In any event, you will cooperate with
COMSAT if it chooses to obtain a protective order or other reliable assurance
that confidential treatment will be accorded the Confidential Information.
3. Purchase or Sale of Securities. You hereby acknowledge that you
------------------------------
are aware (and that your Representatives who are informed of this matter have
been or will be advised) that the United States securities laws restrict persons
with material non-public information concerning a company obtained directly or
indirectly from that company from purchasing or selling securities of that
company or its affiliates, or from communicating such information to any other
person under any circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities. You agree that, for a
period of three years from the date of this letter agreement, neither you nor
any of your affiliates will, without the prior written consent of COMSAT: (i)
acquire, offer to acquire, or agree to acquire, directly or indirectly, by
purchase or otherwise, any voting securities or direct or indirect rights to
acquire any voting securities of COMSAT or any affiliate thereof, or of any
successor to or person in control of COMSAT, or any assets of COMSAT or any
subsidiary or division thereof or of any such successor or controlling person;
(ii) make, or in any way participate in, directly or indirectly, any
"solicitation" of "proxies" (as such terms are used in the rules of the
Securities Exchange Commission) to vote, or seek to advise or influence any
person or entity with respect to the voting of, any voting securities of COMSAT;
(iii) make any public announcement with respect
8
Lockheed Xxxxxx Corporation
August 5, 1997
Page 3
to, or submit a proposal for, or offer of (with or without conditions) any
extraordinary transaction involving COMSAT, its affiliates or any of their
respective securities or assets; (iv) form, join or in any way participate in a
"group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934)
or any "syndicate" or "affiliated group" as defined in Section 304(b)(3) of the
Communications Satellite Act of 1962) in connection with any of the foregoing;
or (v) request COMSAT or any of its Representatives, directly or indirectly, to
amend or waive any provision of this paragraph. You will promptly advise COMSAT
of any inquiry or proposal made to you with respect to any of the foregoing.
4. Definition of "Confidential Information". As used herein,
----------------------------------------
"Confidential Information" means all information, data, reports,
interpretations, forecasts and records (whether in written form, orally,
electronically or otherwise) containing or otherwise reflecting information
concerning COMSAT, its affiliates or Representatives or any assets that may be
disposed of that is or has been furnished to you or your Representatives by
COMSAT or any of its affiliates or Representatives which is either confidential,
proprietary or otherwise not generally available to the public. Notwithstanding
the foregoing, the following will not constitute Confidential Information for
purposes of this Agreement: (a) information which is or becomes generally
available to the public other than as a result of a disclosure by you or your
Representatives not otherwise permitted by this Agreement; (b) information which
was already known to you on a nonconfidential basis (except for Confidential
Information provided to you by COMSAT or any of its respective affiliates or
Representatives prior to the date hereof, if any); or (c) information which
becomes available to you on a nonconfidential basis from a source other than
COMSAT, its affiliates or Representatives if you have no knowledge, after
reasonable inquiry, that such source was subject to a prohibition against
transmitting the information to you.
5. Return of Information. At the request of COMSAT at any time,
---------------------
all written Confidential Information provided by COMSAT or its respective
affiliates or Representatives will be returned to the party providing such
information promptly by you and your Representatives without retention of copies
thereof, except that any portion of the written Confidential Information that
consists of summaries, analyses, extracts, compilations, studies, personal notes
or other documents or records prepared by Lockheed Xxxxxx or any of its
affiliates or Representatives shall be destroyed (such destruction to be
confirmed in writing) without the retention of any copies thereof. For purposes
of this Agreement, "written" Confidential Information shall include, without
limitation, information contained in printed, electronic, magnetic or other
tangible media, or in information storage and retrieval systems. That portion of
the Confidential Information consisting of oral Confidential Information and
written Confidential Information not so requested to be returned will be held by
you or your Representatives and kept
9
Lockheed Xxxxxx Corporation
August 5, 1997
Page 4
subject to the terms of this Agreement, or destroyed. The performance by
Lockheed Xxxxxx of its obligations under this paragraph 5 shall not relieve or
otherwise release Lockheed Xxxxxx xxxx any of its obligations under this
agreement.
6. No Other Rights. Nothing contained in this Agreement shall be
---------------
construed as (i) requiring COMSAT, or their respective affiliates or
Representatives, to disclose to you, or for you to accept, any particular
information, or (ii) granting to you a license, either express or implied, under
any patent, copyright, trade secret or other intellectual property rights now or
hereafter owned, obtained or licensed by COMSAT or any of its respective
affiliates. Lockheed Xxxxxx understands and acknowledges that any and all
information contained in the Confidential Information is being provided without
any representation or warranty, express or implied, as to the accuracy or
completeness of the Confidential Information on the part of COMSAT or its
affiliates or Representatives. Lockheed Xxxxxx agrees that none of COMSAT or
any of its respective affiliates or Representatives shall have any liability to
Lockheed Xxxxxx or its affiliates or Representatives. It is understood that the
scope of representations and warranties to be given by COMSAT will, if
applicable, be in a mutually acceptable definitive agreement between Lockheed
Xxxxxx and COMSAT should discussions regarding a Transaction progress to such a
point. The parties agree that unless and until a definitive agreement between
Lockheed Xxxxxx and COMSAT with respect to a Transaction has been executed and
delivered, neither party will be under any legal obligation of any kind
whatsoever with respect to such a Transaction by virtue of this or any other
written or oral expression with respect to such a Transaction by it or any of
its Representatives except, in the case of this letter, for the matters
specifically agreed to herein. Lockheed Xxxxxx further acknowledges and agrees
that COMSAT reserves the right, in its sole discretion, to reject any and all
proposals made by Lockheed Xxxxxx or any of its Representatives with regard to
the Transaction and to terminate discussions and negotiations with Lockheed
Xxxxxx at any time.
7. Nondisclosure of Discussions. Without the prior consent of
----------------------------
COMSAT, you will not, and will direct your Representatives not to, disclose to
any person your evaluation of the Transaction, that the Confidential Information
is being made available to you, that you have inspected any portion of the
Confidential Information, or that discussions with respect to the above purposes
are taking place or other facts with respect to these discussions, including the
status thereof.
8. No Waiver. No failure or delay in exercising any right, power
---------
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any further exercise thereof or the
exercise of any right, power or privilege hereunder or thereunder.
10
Lockheed Xxxxxx Corporation
August 5, 1997
Page 5
Neither the waiver by COMSAT of a breach of or a default under any provisions of
this Agreement, nor the failure of COMSAT, on one or more occasions, to enforce
any of the provisions of this Agreement or to exercise any right or privilege
hereunder shall thereafter be construed as a waiver of any subsequent breach or
default of a similar nature, or as a waiver of such provisions, rights or
privileges hereunder.
9. Remedies, Expenses, Jurisdiction, Governing Law. The parties
-----------------------------------------------
agree that any breach or threatened breach will cause COMSAT irreparable harm,
money damages would not be a sufficient remedy for any actual or threatened
breach of this Agreement, and COMSAT shall be entitled to specific performance
and injunctive relief as remedies for any actual or threatened breach of this
Agreement, without the necessity of proving actual damages and without posting a
bond or other security. Such remedies shall not be deemed to be the exclusive
remedies for a breach but shall be in addition to all other remedies at law or
in equity. In the event a court of competent jurisdiction determines in a final
non-appealable order that this Agreement has or may be breached by you or your
Representatives, then you will reimburse COMSAT for its costs and expenses
(including, without limitation, legal fees and expenses) incurred in connection
with such litigation. You consent to personal jurisdiction in any action
brought in any court, federal or state, within the State of Maryland having
subject matter jurisdiction arising under this Agreement. This Agreement shall
be governed and construed in accordance with the internal laws of the State of
Maryland, without regard to the choice or conflicts of law doctrines thereof.
10. Invalidity; Unenforceability. The invalidity or unenforceability
----------------------------
of any provision of this Agreement shall not affect the validity or
enforceability of the other provisions of this Agreement, which shall remain in
full force and effect. If any of the provisions of this Agreement shall be
deemed to be unenforceable by reason of its extent, duration, scope or
otherwise, then the parties contemplate that the court making such determination
shall enforce the remaining provisions of this Agreement, shall reduce such
extent, duration, scope or other provision and shall enforce them in their
reduced form for all purposes contemplated by this Agreement.
11. Contact with and Solicitation of Employees. Lockheed Xxxxxx
------------------------------------------
agrees not to contact any employee of COMSAT or its affiliates regarding the
Transaction or the Confidential Information without the prior approval of: the
chief executive officer, the chief financial officer, the general counsel of
COMSAT or their respective designees. You and your Representatives agree that
for a period of two years from the date of this Agreement that you or your
Representatives will not solicit for employment any of the current employees of
COMSAT or its affiliates so long as they are employed by COMSAT or such
affiliate without the prior written
11
Lockheed Xxxxxx Corporation
August 5, 1997
Page 6
consent of COMSAT. A general advertisement by Lockheed Xxxxxx or its affiliates
for solicitation of employees shall not constitute a solicitation under this
Agreement.
12. Binding Effect; Construction. This Agreement shall inure to the
----------------------------
benefit of and be binding upon each of the parties and their respective
successors and assigns. Each party hereto hereby acknowledges that all parties
hereto participated equally in the negotiation and drafting of this agreement
and that, accordingly, no court construing this agreement shall construe it more
stringently against one party than against the others.
13. Entire Agreement. This Agreement expresses the entire agreement
----------------
between the parties respecting the subject matter hereof and shall not be
modified except by a written instrument signed by authorized representatives of
the parties on or after the date hereof.
If the foregoing is acceptable, please sign and return the enclosed
copy of this letter.
COMSAT CORPORATION
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Xxxxxx X. Xxxxx
Vice President, General
Counsel and Secretary
ACCEPTED AND AGREED
LOCKHEED XXXXXX CORPORATION
By: /s/ Xxx X. Xxxxxxxxx
--------------------------------------
Xxx X. Xxxxxxxxx
President and Chief Operating Officer
Space & Strategic Missiles Xxxxxx
00
