NEW SKIES SATELLITES B.V.
Exhibit 10.26
Mr. Thai X. Xxxxx
General Counsel
New Skies Satellites X.X.
Xxxxxxxxxxxxxxxxxx 0
0000 XX The Hague
The Netherlands
December 14, 2005
Amendment to Employment Agreement
Dear Thai:
As you know, SES Global S.A. (“SES”) has expressed interest in acquiring New Skies Satellites Holdings Ltd., the parent company of New Skies Satellites B.V. (the “Company”), through an amalgamation (the “Amalgamation”) and desires that senior management of the Company continue in employment following the closing of the Amalgamation. In order to facilitate the Amalgamation and for other good and valuable consideration the receipt of which is hereby acknowledged, the Company and you (the “Employee”) hereby agree, contingent on the Amalgamation occurring, to amend the Amended and Restated Employment Agreement, dated October 10, 2005, between the Company and Employee (the “Employment Agreement”), as follows (capitalized terms used but not defined herein shall have the meaning ascribed to them in the Employment Agreement):
1. Section 6 of the Employment Agreement provides that Employee can terminate his employment for Good Reason and that upon such termination, Employee is entitled to termination payments under Section 6(b) of the Employment Agreement. Employee will have Good Reason to terminate his employment if, inter alia, there is “any material diminution of the level of responsibility or authority of the Employee, including the Employee’s reporting duties [or] any adverse change in Employee’s title or position.” Following the Amalgamation, the Company shall become a subsidiary of SES and shall no longer be a publicly traded company. Employee and the Company each recognize that there will be certain changes in Employee’s level of responsibility, authority, reporting duties and title that result from the Company ceasing to be a standalone public company and becoming a subsidiary of SES. At SES’s request Employee is willing to agree. as set forth below, to waive any rights he may have to terminate his employment for Good Reason arising solely as a result of changes in his level of responsibility, authority, reporting duties and title that result from the Company becoming a subsidiary of SES and being managed by SES consistently with the way SES currently manages its other subsidiaries. SES Americom and SES Astra, and both parties are willing to agree to provide 60 days’ written notice to the other before any termination of employment, for any reason (other than termination for Cause by the Company), shall be effective.
Therefore, provided and for so long as the conditions below remain materially satisfied. Employee agrees to waive any rights he may have to claim that he has Good Reason to terminate his employment solely as a result of the changes to his level of responsibility, authority, reporting duties and title following the Amalgamation set forth below:
• The Company shall become a separate subsidiary of SES.
• Employee shall report to the chief executive officer of the Company, who shall report directly to the board of directors of SES or the chief executive officer of SES, consistent with reporting lines of the chief executive officers of SES Americom and SES Astra.
• The size and scope of the Company’s operations (taking into account any assets, operations or employees transferred out of the Company. as well as any assets, operations or employees that are transferred into the Company) will not be materially diminished from their size and scope at the time of the Amalgamation, due allowance, however, being made for a reduction in the size and scope of the Company’s operations resulting from the restructuring and integration of certain existing Company functions within the Buyer’s organization relating to technical and satellite operating facilities (including teleports).
• With respect to the operations of the Company, Employee shall have the same level of responsibility and authority that he currently has, subject to limitations on the responsibility and authority on the chief executive officer of the Company that are consistent with the limitations on the responsibility and authority that the chief executive officers of SES Americom and SES Astra are currently subject to.
• Employee shall retain his current title, subject to changes in the name of the Company to reflect its status as a subsidiary of SES.
Employee and the Company further agree that any termination of employment, for any reason (other than termination for Cause by the Company), shall be effective only upon 60 days’ prior written notice to the other party (for the avoidance of doubt, Employee shall be entitled to his salary, benefits and other rights (without any reduction) under this agreement until the effective date of the termination.
2. Employee agrees that he intends to continue in his current employment for at least twelve months following the closing of the Amalgamation. If, during such twelve month period, Employee voluntarily terminates his employment without Good Reason (giving effect to Paragraph 1 above and subject to the conditions therein) or requests termination of his employment by a competent court (other than as a result of a breach by the Company or for Good Reason (after giving effect to Paragraph 1 above and subject to the conditions therein)), the parties determine it to be fair and reasonable that Employee will not be entitled to any severance or termination payments whatsoever pursuant to his Employment Agreement or pursuant to court order.
3. The first sentence of Section 10(b) of the Employment Agreement shall be amended to read as fallows: “Employee agrees not to engage in any aspect of the Satellite Business (as hereinafter defined) (i) during the Employment Period and (ii) in the event of the termination of the Employee’s employment during the Employment Period for any reason, until the later to expire of the period ending twelve months after the closing of the Amalgamation and, if
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applicable, the period ending twelve months after the termination of the Employee’s employment by the Company without Cause or by the Employee for Good Reason.”
4. Notwithstanding anything in Section 15 of the Employment Agreement to the contrary, there is no Gross-Up Payment to which Employee is entitled in connection with the Amalgamation.
5. The first sentence of Section 6(b) of the Employment Agreement shall be revised to read as follows: “In the event of a termination of the Employees employment (1) by the Company without Cause or (2) by the Employee for Good Reason (as such terms are defined below), the Company shall pay to (or in the case of business expenses pursuant to clause (i). reimburse) the Employee, or his estate in the event of his death, thirty (30) days following the Date of Termination . . . [remainder of the sentence continues as currently written].
6. Anything in this Amendment to the contrary, this Amendment shall take effect at the effective time of the Amalgamation, and if the Amalgamation does not occur, this Amendment will have no force or effect. Notwithstanding anything herein to the contrary, nothing herein shall be construed to prevent Employee from terminating his employment with the Company for Good Reason (giving effect to Paragraph 1 above and subject to the conditions therein) following the Amalgamation provided that any such termination for Good Reason shall be effective only upon 60 days’ prior written notice to the Company. Except as otherwise expressly provided herein, the terms of the Employment Agreement shall remain in full force and effect.
Please indicate your agreement to the amendments set forth above in the space provided for your signature below.
Very truly yours,
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Agreed to this 14th day of December, 2005 |
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/s/ Thai X. Xxxxx |
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Thai X. Xxxxx |
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