Exhibit 13
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED AGREEMENT is made as of April 18, 1997, and
amended as of July 18, 1997, by and between COMSAT Corporation ("COMSAT"), a
District of Columbia corporation, and Xxxxxx X. Xxxxx, a resident of the State
of Maryland (the "Executive").
WHEREAS, the Executive serves as Vice President, General Counsel and
Secretary of COMSAT;
WHEREAS, the Board of Directors of COMSAT (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 Vice
President, General Counsel and Secretary 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
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Executive to serve as Vice President, General Counsel and Secretary of COMSAT or
any successor entity for a period (the "Employment Period") commencing on April
18, 1997 (the "Effective Date") and continuing thereafter until April 17, 2002
unless terminated in accordance with the provisions of this Agreement. Each 12-
month period ending on the anniversary date of the Effective Date is referred to
herein as a "year of the Employment Period."
(b) Offices, Duties and Responsibilities. The Executive shall report
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to the Chief Executive Officer of COMSAT. 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 Vice
President, General Counsel and Secretary.
(c) Devotion to Interests of COMSAT. During the Employment Period,
the Executive shall devote his best efforts and full business time and attention
to the performance of his duties hereunder. Notwithstanding the foregoing, the
Executive shall be entitled to undertake outside activities (e.g. charitable,
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educational, personal interests, and board of directors memberships) that do not
compete with COMSAT and do not
unreasonably or materially interfere with the performance of his duties
hereunder as reasonably determined by the Chief Executive Officer in
consultation with the Executive.
2. Compensation and Fringe Benefits.
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(a) Base Compensation. COMSAT shall pay the Executive a base salary
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("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 initial annual Base Salary shall be $230,000.
Thereafter, the Base Salary for the Executive shall be reviewed for increases
annually during the Employment Period, consistent with COMSAT's normal review
process. Any Base Salary increases shall be approved by the Board in its sole
discretion.
(b) Bonus Compensation. The Executive will be eligible to receive
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bonuses ("Annual Bonus") during the Employment Period under the Annual Incentive
Plan (the "AIP") in accordance with the following parameters: (i) the target
bonus for each year during the Employment Period shall be 50% 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").
(c) Fringe Benefits. The Executive shall be entitled to the fringe
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benefits in effect for COMSAT senior executives from time to time, 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 COMSAT Employee Stock Purchase Plan,
the COMSAT health and disability insurance programs and the COMSAT financial
planning program and (ii) 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 other or additional
fringe benefits as are made available to COMSAT senior executives during the
Employment Period. COMSAT reserves the right to modify or terminate at any time
the fringe benefits provided to the senior management group.
(d) SERP. The Executive shall continue to participate in the COMSAT
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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 shall expressly not
apply to the Executive unless the Executive consents otherwise.
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(e) Legal Expenses. The Executive shall be entitled to reimbursement
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of the Executive's reasonable legal fees and costs incurred in connection with
the negotiation and execution of this Agreement, subject to a maximum
reimbursement of $5,000.
3. Trade Secrets; Return of Documents and Property.
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(a) The Executive acknowledges that during the course of his
employment he 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 the 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 the Executive shall be
deemed to be the exclusive property of COMSAT. The 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. The 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 the Executive during the term of this Agreement except
(i) when the 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 the 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 his 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 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 his heirs
or personal representatives). The Executive shall be entitled to keep his
personal records (including Rolodex) relating to
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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
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the Executive during his 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
maintain 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 promptly execute, whether during his employment by
COMSAT or thereafter, all applications or other endorsements necessary or
appropriate to maintain patents and other rights for COMSAT and to protect its
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
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Period, and this Agreement and Executive's employment with COMSAT may be
terminated only as follows:
(a) The Executive's employment may be terminated by the Executive at
any time upon 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 April 17, 2002:
(i) The Executive's Base Salary in effect at the date of
termination;
(ii) An Annual Bonus equal to 50% of his then current Base Salary;
and
(iii) All benefits provided pursuant to Sections 2(c) and (d) of this
Agreement, which shall be deemed to vest fully and immediately if subject to
vesting; provided, however, that in the event COMSAT is precluded from providing
coverage under any such benefit plan by applicable law or regulation, COMSAT may
provide the Executive with a payment equal to the cost of such coverage without
regard to tax effect. The foregoing benefits shall be calculated in accordance
with the provisions of the applicable plans as if the Executive had retired on
his date of termination, provided that
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the Board reserves the discretion to waive the applicable early retirement
reduction under the SERP in such event.
(b) "Good Reason" shall mean the occurrence of any of the following
(other than for "Cause"), without the Executive's express written consent: (i)
the assignment to the Executive of duties inconsistent with the Executive's
status as an executive officer of COMSAT or a substantial reduction by COMSAT of
the Executive's responsibilities as an executive officer of COMSAT; (ii) any
relocation of the Executive's offices outside the Washington, D.C. metropolitan
area by COMSAT prior to the third anniversary of the Effective Date; or (iii)
any material default of the provisions of Section 2 of this Agreement which
continues for 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. In order for the Executive to terminate employment for "Good
Reason," the Executive must give COMSAT written notice of his termination of
employment for "Good Reason," stating the basis for the termination, within 90
days after the Executive learns of the occurrence of the event constituting
"Good Reason."
(c) The Executive's employment may be terminated by COMSAT for Cause
at any time upon 10 days written notice to the Executive, and after giving the
Executive an opportunity to discuss such decision with the Board. 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 his 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 his
incapacity due to physical or mental illness), which failure continues for 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 his 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 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,
whether or not such felony was committed in connection with COMSAT's business,
or (iv) any material breach by the Executive of Section 10 hereof, which breach,
if it is reasonably capable of being cured, is not cured by the Executive within
20 business days following the Executive's receipt of written notice from the
Board specifying the breach of Section 10 by the Executive. If COMSAT shall
terminate the Executive's employment for "Cause," 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
his Base Salary and any other compensation, benefits and reimbursements due him
under COMSAT plans through the date of termination of his employment.
(d) If, prior to the expiration or termination of the Employment
Period, the Executive shall have been unable to perform substantially his duties
by reason of
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disability or impairment of health for at least six consecutive calendar months,
COMSAT shall have the right to terminate this Agreement by giving 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 Section 5(d), 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.
(e) If, prior to the expiration or termination of the Employment
Period, the Executive shall die, COMSAT shall pay to the Executive's estate his
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.
(f) 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 May
1, 2002 (the first day of the month after the end of such period), calculated in
accordance with the provisions of the SERP 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 SERP 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 before the Executive
attains age 55, the Executive shall be entitled to receive payments under the
SERP beginning on April 1, 2002 (the first day of the month after the
Executive's 55th birthday), calculated in accordance with the provisions of the
SERP as if the Executive retired on that date, provided that the Board reserves
the discretion to waive the applicable early retirement reduction under the SERP
in such event. If the Executive dies before payments begin under the SERP, the
Executive's surviving spouse, if any, shall receive under the SERP a $200,000
lump sum death benefit, plus annual benefit payments for a ten year period equal
to 50% of the Executive's accrued benefit under the SERP, according to the terms
of the SERP. The provisions of this Section 5(f) shall be administered
consistent with the terms of the SERP.
(g) If the Executive voluntarily terminates employment with COMSAT,
such termination shall not be considered a breach of this Agreement by the
Executive and shall not adversely affect the Executive's right to receive such
benefits as may be payable to the Executive on account of his termination of
employment under applicable
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COMSAT plans. The Executive shall remain obligated to comply with the provisions
of Sections 3, 4, 10 and 12 of this Agreement.
6. Change of Control. If a change of control (as defined for purposes of
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COMSAT's benefit plans) occurs during the Employment Term, the change of control
shall not adversely affect any of the Executive's rights under this Agreement,
and this Agreement shall continue in effect according to its terms. In the event
of a change of control, the Executive shall be entitled to vesting and payment
of benefits according to the terms of this Agreement or COMSAT's applicable
plans, whichever is more favorable.
7. Certain Additional Payments.
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(a) Notwithstanding anything in this Agreement to the contrary, in
the event that it shall be determined that any payment or benefit to the
Executive, whether pursuant to the terms of this Agreement or otherwise (a
"Payment"), would constitute an "excess parachute payment" within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the
Executive shall be paid an additional amount (a "Gross-Up Payment") such that
the net amount retained by the Executive after deduction of any excise tax
imposed under Section 4999 of the Code, and any federal, state and local income
and employment taxes and excise tax, including any interest and penalties with
respect thereto, imposed upon the Gross-Up Payment shall be equal to the
Payment. For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay federal income tax and employment taxes at the
highest marginal rate of federal income and employment taxation in the calendar
year in which the Gross-Up Payment is to be made and state and local income
taxes at the highest marginal rate of taxation in the state and locality of the
Executive's residence on the date the Payment is made, net of the reduction in
federal income taxes that the Executive may obtain from the deduction of such
state and local income taxes.
(b) All determinations to be made under this Section 7 shall be made
by COMSAT's independent public accountant immediately prior to the date the
Payment is made (the "Accounting Firm"), which firm shall provide its
determinations and any supporting calculations and workpapers both to COMSAT and
the Executive within 10 days of such date. Any such determination by the
Accounting Firm shall be binding upon COMSAT and the Executive. Within five days
after receipt of the Accounting Firm's determination, COMSAT shall pay to the
Executive the Gross-Up Payment determined by the Accounting Firm.
(c) In the event that upon any audit by the Internal Revenue Service,
or by a state or local taxing authority, of a Payment or Gross-Up Payment, a
change is finally determined to be required in the amount of taxes paid by the
Executive, appropriate adjustments shall be made under this Section such that
the net amount which is payable to the Executive after taking into account the
provisions of Section 4999 of the Code and any interest and penalties shall
reflect the intent of the parties as expressed in paragraph
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(a) above, in the manner determined by the Accounting Firm. The Executive shall
notify COMSAT in writing of any claim by the Internal Revenue Service that, if
successful, would require the payment by COMSAT of a Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than ten
business days after the Executive is informed in writing of such claim and shall
apprise COMSAT of the nature of such claim and the date on which such claim is
requested to be paid. The 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 COMSAT (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If COMSAT notifies the Executive in writing
prior to the expiration of such period that it desires to contest such claim,
the Executive shall: (i) give COMSAT any information reasonably requested by
COMSAT relating to such claim; (ii) take such action in connection with
contesting such claim as COMSAT 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 COMSAT; (iii) cooperate with
COMSAT in good faith in order effectively to contest such claim; and (iv) permit
COMSAT to participate in any proceedings relating to such claim; provided,
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however, that COMSAT shall bear and pay directly all costs and expenses
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(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the 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 Section 7,
COMSAT 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 contest the claim in any permissible manner, and the
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 COMSAT shall determine. COMSAT's control of the contest
shall be limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and the Executive shall be entitled to settle or contest, as
the case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority.
(d) All of the fees and expenses of the Accounting Firm in performing
the determinations referred to in paragraphs (b) and (c) above shall be borne
solely by COMSAT. COMSAT agrees to indemnify and hold harmless the Accounting
Firm from any and all claims, damages and expenses resulting from or relating to
its determinations pursuant to paragraphs (b) and (c) above, except for claims,
damages or expenses resulting from the gross negligence or willful misconduct of
the Accounting Firm.
8. Survivorship. The respective rights and obligations of the parties
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hereunder shall survive any termination of the Executive's employment and the
Employment Term to the extent necessary to the intended preservation of such
rights and obligations.
9. Mitigation and No Offsets. The Executive shall not be required to
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mitigate the amount of any payment or benefit provided for in this Agreement by
seeking other
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employment or otherwise and there shall be no offset against amounts due the
Executive under this Agreement on account of any remuneration attributable to
any subsequent employment that he may obtain. COMSAT's obligations to make
payments under this Agreement and otherwise to perform its obligations hereunder
shall not be affected by any circumstances, including, without limitation, any
set-off, counterclaim, recoupment, defense or other right which COMSAT may have
against the Executive or others.
10. Non-Competition.
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(a) Non-Competition Agreement. As an inducement for COMSAT to enter
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into this Agreement, the Executive agrees that, during the Non-Competition
Period (as defined below), 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. The Non-Competition Period is
the period commencing as of the Effective Date and running through the date that
is one year following the date on which the Executive's employment with COMSAT
terminates for any reason.
(b) Competitive Business. For the purpose of this Agreement, a
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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 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. Without limiting
the foregoing, employment of the Executive by a law firm as a lawyer will not be
considered employment with a competitor for purposes of this Agreement.
(c) Non-Solicitation of Employees. During the Non-Competition Period,
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the Executive will not (for his 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.
(d) Reasonableness; Interpretation. The Executive acknowledges and
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agrees, solely for purposes of determining the enforceability of this Section 10
(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
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employed; (ii) the length of the Non-Competition Period is linked to the term of
the Employment Period; 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 10 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.
(e) Investment. Nothing in this Agreement shall be deemed to prohibit
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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 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.
11. Indemnification; Liability Insurance. The Executive shall be entitled
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to indemnification and coverage under COMSAT's liability insurance policy for
officers to the same extent as other officers of COMSAT. 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.
12. Enforcement.
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(a) The Executive acknowledges that a breach of the covenants or
provisions contained in Sections 3, 4 and 10 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 10 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 this Section 12, shall be brought in a court of
competent jurisdiction in the State of Maryland.
13. Expenses of Enforcing the Agreement. If the Executive brings an action
-----------------------------------
to enforce any of the obligations of COMSAT under this Agreement and prevails on
any
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material issue, COMSAT shall pay the Executive on demand the amount necessary to
reimburse the Executive in full for all reasonable expenses (including
reasonable attorneys' fees and legal expenses) incurred by the Executive in
enforcing the obligations of COMSAT under this Agreement.
14. Severability. Should any provision of this Agreement be determined to
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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.
15. Assignment. The Executive's rights and obligations under this Agreement
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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.
16. Notices. All notices and other communications which are required or
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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
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 the Executive, addressed to:
Xxxxxx X. Xxxxx
00000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
With a copy (not constituting notice) to:
Xxxxxx X. Xxxxxxxxx, Esquire
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
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If to COMSAT, addressed to:
COMSAT Corporation
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
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
17. Miscellaneous. This Agreement constitutes the entire agreement, and
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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 Agreement. This Agreement may be signed in two or more counterparts,
each of which shall constitute an original but all of which together shall form
only a single instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
July 18, 1997.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Executive
COMSAT Corporation
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
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