Exhibit 10.24
AMENDMENT AND
ACKNOWLEDGEMENT
WHEREAS, David McGlade (the “
Executive ”) has entered into an employment agreement
with Intelsat, Ltd. (the “ Company ”) and
Intelsat Global, Ltd. (formerly known as Serafina Holdings Limited,
referred to as the “ Parent ”), dated as of
December 29, 2008 (the “ Employment Agreement
”);
WHEREAS, the Executive, the Parent
and the Company desire to amend the Employment Agreement to reflect
the agreements with respect to certain equity awards to the
Executive.
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the Executive, the Parent and the Company
hereto do hereby agree to amend the Employment Agreement, effective
May 6, 2009, as follows (the “ Amendment
”):
1. Section 2.1(c) of the
Employment Agreement is hereby amended and restated in its entirety
as follows:
“(c) Equity Arrangement
. The Executive has been previously granted Class A restricted
shares, shall be granted an Option (the “ Option
”) to purchase Class A shares and shall be granted Class
B restricted shares which shall be subject to the terms and
conditions as set forth in the equity award agreements which are
effective May 6, 2009 (for Class A restricted shares, the
“ Class A Restricted Share Agreement ,” for
Class B restricted shares, the “ Class B Restricted Share
Agreement ,” for the Option, the “ Option
Agreement ” and collectively, the “ Equity Award
Agreements ”). The Equity Award Agreements provide that
if the Company consummates an acquisition by or merger of the
Company through a transaction or series of transactions with any of
those certain Person(s) (as defined in that certain Intelsat
Global, Ltd. 2008 Share Incentive Plan, effective February 4,
2008) described in the Board resolution dated December 29,
2008 but after which the Sponsor Shareholders do not in the
aggregate possess beneficial ownership of more than fifty percent
(50%) of the voting securities (for the election of directors)
of the Company or its successor (a “ Significant Corporate
Event ”), then if, on or following such Significant
Corporate Event, (i) (A) the affirmative written consent
of the Sponsor Shareholders or a representative thereof is not
required for the Company to terminate the Executive’s
employment at the time of such termination and (B) the
Executive’s employment with the Company is terminated by the
Company without Cause or by the Executive for Good Reason (each as
defined below), then the applicable vesting provisions shall apply
as if a Change in Control had occurred immediately prior to such
termination of employment, or (ii) (A) the affirmative
written consent of the Sponsor Shareholders or a representative
thereof is required for the Company to terminate the
Executive’s employment at the time of such termination and at
all times theretofore, and (B) the Executive’s
employment with the Company is terminated by the Company without
Cause or by the Executive for Good Reason on or after the date that
is eighteen (18) months following the date of such Significant
Corporate Event, then the applicable vesting provisions shall apply
as if a Change in Control had occurred immediately prior to such
termination of employment (and, for the avoidance of doubt, if
affirmative consent of the Sponsor Shareholders or a representative
the
