EMPLOYMENT AGREEMENT

Employment Agreement

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Intelsat Global Service Corporation | Intelsat, Ltd | Zeus Holdings Limited

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Title: EMPLOYMENT AGREEMENT
Date: 2/4/2005
Law Firm: Wachtell Lipton;Shearman Sterling

EMPLOYMENT AGREEMENT, Parties: intelsat global service corporation , intelsat ltd , zeus holdings limited

EXHIBIT 10.5

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the "AGREEMENT"), dated as of January 28, 2005,

by and among Zeus Holdings Limited (the "PARENT"), a Bermuda corporation,

Intelsat Global Service Corporation (the "COMPANY"), and the individual set

forth on ATTACHMENT 1 (the "EXECUTIVE").

WHEREAS, pursuant to the transactions contemplated by the Transaction

Agreement and Plan of Amalgamation among Intelsat, Ltd., Intelsat (Bermuda),

Ltd., the Parent, Zeus Merger One Limited and Zeus Merger Two Limited dated as

of August 16, 2004 (the "TRANSACTION AGREEMENT"), the Company will become a

wholly owned subsidiary of the Parent;

WHEREAS, the Executive is currently employed by the Company pursuant

to the Prior Agreements as identified on ATTACHMENT 1; and

WHEREAS, subject to the consummation of the transactions contemplated

by the Transaction Agreement, the Company desires to employ the Executive on a

full-time basis and the Executive desires to be so employed by the Company;

NOW, THEREFORE, in consideration of the premises and mutual covenants

contained herein (including, without limitation, the Company's employment of the

Executive and the advantages and benefits thereby inuring to the Executive) and

for other good and valuable consideration, the receipt, adequacy and sufficiency

of which are hereby acknowledged by each party hereto, the parties hereby agree

as follows:

1. EFFECTIVENESS OF AGREEMENT AND EMPLOYMENT OF THE EXECUTIVE.

1.1 EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective

upon the Closing (as defined in the Transaction Agreement); PROVIDED, HOWEVER,

that in the event that the transactions contemplated by the Transaction

Agreement are formally abandoned, this Agreement shall be null and void AB

INITIO and shall have no force and effect.

1.2 EMPLOYMENT BY THE COMPANY. The Company hereby employs the

Executive in the position set forth on ATTACHMENT 1 and the Executive hereby

accepts such employment with the Company as of the Closing. During the

Employment Period (as defined in Section 3), the Executive shall directly and

exclusively report to, and perform such duties and services for the Company, as

may be designated from time to time by the individual specified on ATTACHMENT 1,

or such other person designated by the Company. The subsidiaries and affiliates

of the Company shall hereinafter be referred to as, collectively, "AFFILIATES".

During the Employment Period, the Executive shall devote all of his business

time and attention to his employment under this Agreement; PROVIDED, HOWEVER,

that the Executive may continue to engage in the outside activities set forth on

ATTACHMENT 1 during the Employment Period. The Executive acknowledges that he

shall be required to travel on business in connection with the performance of

his duties hereunder.

1.3 LOCATION. During the Employment Period, the Executive's principal

place of employment shall be Washington, D.C.

<PAGE>

2. COMPENSATION AND BENEFITS.

2.1 (a) SALARY. During the Employment Period, the Company shall pay

the Executive for services during his employment under this Agreement a base

salary of no less than the annual rate set forth on ATTACHMENT 1 ("BASE

SALARY"). The Base Salary received by the Executive shall be reviewed by the

Compensation Committee of the Board of the Company and, following an initial

public offering of the Company or a direct or indirect subsidiary or parent of

the Company, the Compensation Committee of the Board of the Company or such

parent or subsidiary to be publicly-traded pursuant to such initial public

offering (such applicable committee, the "COMPENSATION COMMITTEE") no less

frequently than annually. Any and all increases to the Executive's Base Salary

shall be determined by the Compensation Committee, in its sole discretion.

During the Employment Period, such Base Salary shall be payable in equal

biweekly installments pursuant to the Company's customary payroll policies in

force at the time of payment, less any required or authorized payroll

deductions. The Base Salary may be increased, but not decreased, during the

Employment Period.

(b) ANNUAL BONUS. For each fiscal year during the Employment Period,

the Executive shall be eligible to receive an annual discretionary bonus with a

maximum amount (the "MAXIMUM BONUS AMOUNT") up to the percentage of his Base

Salary set forth on ATTACHMENT 1, subject to his satisfaction of objective

performance criteria that have been pre-established by the Compensation

Committee in a consistent manner with those of other senior executives of the

Company. For each fiscal year during the Employment Period, the Compensation

Committee may award an additional bonus, in its sole discretion, to the

Executive of up to 50% of the Executive's Maximum Bonus Amount, in the event of

the Executive's significant out-performance of objective performance criteria

that have been pre-established by the Compensation Committee. During the

Employment Period, the Executive also will be eligible to participate in any

deferred compensation plan that is sponsored by the Company in accordance with

its terms.

the Executive under the Intelsat, Ltd. 2001 Share Option Plan (the "2001 PLAN

OPTIONS") and the Intelsat, Ltd. 2004 Share Incentive Plan (the "2004 PLAN

OPTIONS"), and the restricted shares granted to the Executive (the "RS"), all of

which are listed on Schedule 1 hereto and continue to be outstanding as of the

Closing, shall be treated as of the Closing as set forth herein, notwithstanding

the provisions of the Transaction Agreement:

(A) Each of the Executive's 2001 Plan Options shall be cancelled in

exchange for a cash payment, as soon as practicable following the

Closing, equal to the aggregate Spread (as defined in Section

2.1(c)(i)(D) below) of such options, less applicable withholding

taxes.

(B) The Executive's 2004 Plan Options shall be cancelled in exchange

for a cash payment, as soon as practicable following the Closing,

equal to the aggregate Spread of the options so cancelled, less

applicable withholding taxes.

<PAGE>

cash payment, as soon as practicable following the Closing, equal

to $18.75 per share subject to the RS.

(D) The "SPREAD" of a 2001 Plan Option or a 2004 Plan Option shall

mean the excess, if any, of (i) $18.75 over (ii) the per-share

exercise price thereof.

(ii) PURCHASED PARENT SHARES. 50% of the after-tax proceeds payable

to the Executive upon the Closing pursuant to each of clauses (B) and (C) of

Section 2.1(c)(i) shall be applied to purchase shares of common stock of the

Parent ("COMMON PARENT SHARES") and Series A 9.75 percent preferred stock of

the Parent ("PREFERRED PARENT SHARES") at the same price per share and in the

same proportion that the Investors (as defined in Section 2.1(c)(iii)(C))

purchase such shares (such purchased Common Parent Shares and Preferred Parent

Shares, "PURCHASED PARENT SHARES").

(iii) NEW PARENT RESTRICTED SHARES. The Executive shall receive a

grant of a number of restricted Common Parent Shares as set forth on ATTACHMENT

1 ("NEW PARENT RESTRICTED SHARES") at or as soon as practicable following the

Closing, having the terms and conditions provided below and such other terms and

conditions not inconsistent therewith as may be provided for in the plan under

which they are granted. The New Parent Restricted Shares shall provide that upon

payment of any cash distribution or dividend on the Common Parent Shares to

Parent shareholders generally, the holder of such New Parent Restricted Shares

shall have credited to an escrow account an amount equal to the amount of cash

(which cash amount shall be credited with interest at the lesser of the interest

rate applicable to the Parent's revolving credit agreement, as in effect from

time to time, or 5% compound interest per annum) or other property that would

have been distributed to the Executive had the New Parent Restricted Shares not

been subject to restriction, which escrow account shall be distributable as of,

and will be distributed to the Executive as soon as practicable following

(subject to the provisions of Section 409A of the Internal Revenue Code of 1986,

as amended (the "CODE")), the date upon which such New Parent Restricted Shares

vest. It shall be a condition to the Executive's receipt of New Parent

Restricted Shares that he become a party to the Shareholders Agreement by and

among the Parent and the Shareholders named therein as in effect as of the

Closing (the "SHAREHOLDERS AGREEMENT"). The Executive acknowledges that the New

Parent Restricted Shares will be subject to the terms and conditions set forth

in this Agreement and shall be subject to a substantial risk of forfeiture and

restrictions on transferability.

(A) TIME-VESTING SHARES. 40.9 percent of the New Parent Restricted

Shares granted to the Executive hereunder (the "TIME-VESTING SHARES") shall vest

over sixty months with 10% of the Time Vesting Shares vesting on the first day

of the 7th month following the Closing and the remainder of the Time Vesting

Shares vesting in fifty-four equal months installments of 1.66% commencing on

the first day of the 8th month following the Closing, subject to the Executive's

continued employment on the date of vesting and to Section 4 below. Subject to

the Executive's continued employment, notwithstanding the foregoing, if "private

equity investors" own less than 40% of the aggregate equity interests, measured

by vote and value of the Parent ("PRIVATE EQUITY DILUTION"), then the Time

Vesting Shares will become fully vested on the later to occur of (x) the third

anniversary of the Closing or (y) twelve months following the transaction which

causes the Private Equity Dilution. For purposes of this Section

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2.1(c)(iii)(A), "private equity investors" shall mean the Investors (as

defined below) and any other similar entities or divisions of entities which are

similar type private equity investors including, without limitation, entities

which provide venture capital or long-term share capital in exchange for an

ownership interest in another entity.

(B) PERFORMANCE SHARES. An additional 40.9 percent of the New Parent

Restricted Shares granted to the Executive hereunder shall vest (less any such

percent of shares that have already vested) if and when the Investors have

received a Cumulative Total Return as set forth below (the "CUMULATIVE TOTAL

RETURN GOAL") between 2.5 to 3 times the amount invested by the Investors

collectively during the applicable period over which Cumulative Total Return

Goal is measured (the "PERFORMANCE PERIOD"), subject to the Executive's

continued employment as of the date, if any, that such Cumulative Total Return

is reached and to Section 4 below. The remainder of the New Parent Restricted

Shares granted to the Executive hereunder shall vest (less any such percent of

shares that have already vested) if and when the Investors have received a

Cumulative Total Return between 4 to 4.5 times the amount invested by the

Investors collectively during the Performance Period, subject to the Executive's

continued employment as of the date, if any, that such Cumulative Total Return

is reached and to Section 4 below (together with the New Parent Restricted

Shares described in the immediately preceding sentence, the "PERFORMANCE

SHARES"). If the Performance Shares remain outstanding but not yet vested as of

the eighth anniversary of the Closing, they shall be forfeited upon such

anniversary. If the Cumulative Total Return is between 2.5 to 3 times or 4 to

4.5 times the amount invested by the Investors, respectively, the number of

Performance Shares which shall vest shall be interpolated and rounded to the

nearest whole share.

sum (net of all transaction and valuation costs) of (i) all dividends and other

distributions (including management fees) paid to the Investors with respect to

Common Parent Shares and Preferred Parent Shares, (ii) the gross proceeds of any

sale of Common Parent Shares and Preferred Parent Shares by any of the

Investors, and (iii) solely for purposes of determining Cumulative Total Return

as of the eighth anniversary of the Closing, the fair market value of the Common

Parent Shares and Preferred Parent Shares held by the Investors on the eighth

anniversary of the Closing (the "FAIR MARKET VALUE"), which will be determined

by the Compensation Committee in its sole reasonable discretion. Notwithstanding

anything in this Agreement to the contrary, upon a corporate transaction in

which all of the Common Parent Shares and Preferred Parent Shares are converted

into the right to receive cash, Cumulative Total Return shall be finally

determined and there shall be no further opportunity to vest in any Performance

Shares. The "INVESTORS" means each of the members of the Investor Group as

defined in the Shareholders Agreement.

(D) ADJUSTMENT. In the event of any stock split, reverse stock split,

dividend, merger, consolidation, recapitalization or similar event affecting the

capital structure of the Parent, the number and kind of shares (or other

property, including without limitation cash) subject to the New Parent

Restricted Shares shall be equitably adjusted to prevent the dilution or

enlargement of the value of the Executive's New Parent Restricted Shares (taking

into account the amounts set aside in the escrow account as a result of such

event).

(d) EXPATRIATE BENEFITS AND PERQUISITES. During the Employment

Period, the Executive shall be entitled to the expatriate benefits and

perquisites set forth on ATTACHMENT 1.

<PAGE>

(e) TRANSACTION-RELATED BONUS. The Executive shall be eligible to

receive a cash bonus, based upon the achievement of the goals set forth in

Schedule 2 hereto (the "PERFORMANCE GOALS"), in accordance with the terms of

such schedule, which shall be payable on the Closing with respect to the

Performance Goals that are achieved and verified as of the Closing, and as soon

as practicable following the date that such Performance Goals are achieved and

verified during the Employment Period with respect to any other Performance

Goals. For the avoidance of doubt, and notwithstanding anything herein to the

contrary, any bonus payable pursuant to this Section 2.1(e) shall not be taken

into account in computing any benefits under any plan, program or arrangement of

the Company or its Affiliates.

(f) BENEFITS. During the Employment Period, the Executive shall be

eligible to participate, on the same basis and at the same level as other

similarly situated senior executives of the Company generally, in any group

insurance, hospitalization, medical, vision, health and accident, disability,

life insurance and enhanced executive life insurance, fringe benefit and

retirement plans or programs of the Company now existing or hereafter

established to the extent that he is eligible under the general provisions

thereof (including eligibility provisions relating to pre-privatization and

post-privatization employment status). The Executive shall receive credit for

service prior to the Closing for all purposes to the extent provided in Section

3.8(b) of the Transaction Agreement. During the Employment Period, the Executive

shall be entitled to a number of days of vacation time annually as set forth on

ATTACHMENT 1, consistent with the Company's policies at such time as may be

mutually agreed by the parties hereto.

(g) EXPENSES. During the Employment Period, pursuant to the Company's

customary reimbursement policies in force at the time of payment, the Executive

shall be promptly reimbursed, subject to the Executive's presentation of

vouchers or receipts therefor, for all expenses incurred by the Executive on

behalf of the Company in the performance of the Executive's duties hereunder.

(h) EXECUTIVE AUTOMOBILE BENEFITS. During the Employment Period, the

Company shall continue to provide the Executive with automobile benefits

consistent with the level of such benefits as in effect on the date hereof.

3. EMPLOYMENT PERIOD. The Executive's employment under this Agreement

shall commence as of the Closing, and shall terminate on the first anniversary

thereof, unless terminated earlier pursuant to Section 4 (the "INITIAL

EMPLOYMENT PERIOD"). Unless written notice of either party's desire to terminate

this Agreement has been given to the other party at least ninety days but no

more than one hundred and twenty days prior to the expiration of the Initial

Employment Period (or any renewal thereof contemplated by this sentence), the

term of the Executive's employment hereunder shall be automatically renewed for

successive one-year periods (such term, including the Initial Employment Period,

as it may be extended, the "EMPLOYMENT PERIOD"). A notice of non-renewal

provided by the Company shall be treated as a termination by the Company without

Cause for purposes of Sections 4.4(a), (b), (c) and (d) (and the Company shall

have no additional obligation other than the payment of the Executive's earned

but unpaid compensation through the effective date of such termination, except

as otherwise required by law or the terms of the Company's benefit plans), and a

notice of non-renewal provided by the Executive shall be treated as a

termination by the Executive without Good Reason for purposes of Section 4.6.

<PAGE>

4. TERMINATION AND FORFEITURE OF PAYMENTS AND BENEFITS.

4.1 TERMINATION BY THE COMPANY FOR CAUSE. The Executive's employment

with the Company may be terminated at any time by the Company for Cause. Upon

such a termination, the Company shall have no obligation to the Executive

pursuant to this Agreement other than the payment of the Executive's earned and

unpaid compensation through the effective date of such termination, except as

otherwise required by law or by the terms of the Company's benefit plans. All

New Parent Restricted Shares (and the related escrow account) that have not yet

been vested (or paid, as applicable) as of the date of termination, shall be

forfeited as of the date of termination. Any Purchased Parent Shares may be

repurchased by the Company at any time following such termination of employment

at a price per Purchased Parent Share equal to the lesser of (i) the greater of

(x) the Fair Market Value of such Purchased Parent Share on the date of the most

recent valuation prior to such termination minus (y) the value of any dividends,

distributions, or dividend equivalents previously paid to the Executive in

respect of such Purchased Parent Share (subject to equitable adjustment in

Parent's discretion to reflect dividends, distributions, corporate transactions,

or similar events, to the extent not reflected in (y)) or $0, or (ii) (x) the

amount paid by the Executive to purchase such Purchased Parent Share minus (y)

the value of any dividends, distributions, or dividend equivalents previously

paid to the Executive in respect of such Purchased Parent Share (subject to

equitable adjustment in Parent's discretion to reflect dividends, distributions,

corporate transactions, or similar events, to the extent not reflected in (y))

but in no event less than $0, and any Common Parent Shares held by the Executive

as a result of the vesting of New Parent Restricted Shares shall be cancelled

and no payment shall be made to the Executive for such Common Parent Shares.

For purposes of this Agreement, the term "CAUSE" shall mean any of

the following: (i) the Executive's failure to perform materially his duties

under the Agreement (other than by reason of illness or disability), (ii) the

Executive's commission of, or plea of no contest to, a felony or his commission

of, or plea of no contest to, any other crime involving moral turpitude or his

commission of a material dishonest act or fraud against the Company or any of

its Affiliates, (iii) any act or omission by the Executive that is the result of

his misconduct or gross negligence and that is, or may reasonably be expected to

be, materially injurious to the financial condition, business or reputation of

the Company or any of its Affiliates, or (iv) the Executive's breach of any

material provision of this Agreement. Any such occurrence described in clause

(i) or (iv) of the preceding sentence that is curable shall constitute "CAUSE"

only after the Company has given the Executive written notice of, and twenty

(20) business days' opportunity to cure, such violation, and then only if such

occurrence is not cured.

4.2 PERMANENT DISABILITY. If, during the Employment Period, the

Executive becomes disabled within the meaning of the Company's applicable

long-term disability plan, the Company shall have the right to terminate the

Executive's employment with the Company upon written notice to the Executive.

Upon such a termination, the Company shall have no obligation to the Executive

other than to pay the Executive's earned and unpaid compensation through the

effective date of such termination and to treat the New Parent Restricted Shares

as described below in this Section 4.2, except as otherwise required by law or

by the terms of the Company's benefit plans. Any Time-Vesting Shares (and the

related escrow account) that are not vested as of the date of termination shall

vest as of the date of termination. If the Performance Shares (and the related

escrow account) are not vested as of the date of termination, the Performance

<PAGE>

(and the related escrow account) will remain outstanding and if the Investors

meet the Cumulative Total Return Goal prior to the eighth anniversary of the

Closing, the Executive will vest in a number of Performance Shares (and the

related escrow account), at such time as each applicable Cumulative Total Return

Goal is met, equal to the difference between (1) the product of (x) the total

number of Performance Shares which would have been vested as of the date of the

determination had the Executive remained employed through such date and (y) a

fraction, the numerator of which is the period of time that the Executive was

employed by the Company from the Closing and the denominator of which is the

period of time from the Closing until the applicable Cumulative Total Return

Goal is met, and (2) any Performance Shares that already vested. All other

Performance Shares (and the related escrow account) will be forfeited. If the

Performance Shares (and the related escrow account) remain outstanding but not

yet vested as of the eighth anniversary of the Closing, they shall be forfeited.

Section 4.4(d) shall apply to Company repurchases of Common Parent Shares held

by the Executive as a result of the vesting of New Parent Restricted Shares and

to Company repurchases of Purchased Parent Shares. Notwithstanding the

foregoing, the Compensation Committee, in its sole discretion, may permit the

vesting of any Performance Shares (and the related escrow account) that are not

vested as of the date of termination.

4.3 DEATH. The Executive's employment with the Company shall

terminate automatically upon the death of the Executive and the Company shall

have no obligation to the Executive or the Executive's estate other than to pay

the Executive's earned and unpaid compensation through the date of the

Executive's death, and to treat the New Parent Restricted Shares as described

below in this Section 4.3, except as otherwise required by law or by the terms

of the Company's benefit plans. Any Time-Vesting Shares (and the related escrow

account) that are not vested as of the date of death shall vest as of the date

of death. If the Performance Shares (and the related escrow account) are not

vested as of the date of death, the Performance Shares (and the related escrow

account) will remain outstanding and if the Investors meet the Cumulative Total

Return Goal prior to the eighth anniversary of the Closing, the Executive will

vest in a number of Performance Shares (and the related escrow account), at such

time as each applicable Cumulative Total Return Goal is met, equal to the

difference between (1) the product of (x) the total number of Performance Shares

which would have been vested as of the date of the determination had the

Executive remained employed through such date and (y) a fraction, the numerator

of which is the period of time that the Executive was employed by the Company

from the Closing and the denominator of which is the period of time from the

Closing until the applicable Cumulative Total Return Goal is met, and (2) any

Performance Shares that already vested. All other Performance Shares (and the

related escrow account) will be forfeited. If the Performance Shares (and the

related escrow account) remain outstanding but not yet vested as of the eighth

anniversary of the Closing, they shall be forfeited. Section 4.4(d) shall apply

to the Company repurchases of Common Parent Shares held by the Executive as a

result of the vesting of New Parent Restricted Shares and to Company repurchases

of Purchased Parent Shares. Notwithstanding the foregoing, the Compensation

Committee, in its sole discretion, may permit the vesting of any Performance

Shares (and the related escrow account) that are not vested as of the date of

termination.

4.4 TERMINATION BY THE COMPANY WITHOUT CAUSE. The Executive's

employment with the Company may be terminated at any time by the Company without

Cause. In such event, the Executive shall have the rights set forth in the

subparagraphs below.

<PAGE>

(a) SEVERANCE. Subject to the Executive's continued compliance with

his obligations under this Agreement, the Company shall have no obligation to

the Executive other than: (i) the payment of the Executive's earned and unpaid

compensation through the effective date of such termination; (ii) the payment of

any deferred bonus, subject to the provisions of Section 409A of the Code; (iii)

the payment of an amount equal to the sum of the Executive's annual Base Salary

plus the Executive's Maximum Bonus Amount (as in effect as of the date of

termination), 50% of which shall be paid to the Executive upon the first

business day following the six month anniversary of the date of termination of

employment and the remainder of which shall be paid to the Executive in equal

installments each month thereafter for six months; (iv) treatment of the New

Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as

described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of

Section 409A of the Code, immediate payout of benefits previously accrued under

the Company's Supplemental Executive Retirement Plan and (vi) executive

outplacement benefits, except as otherwise required by law or by the terms of

the Company's benefit plans (excluding severance plans); PROVIDED, that in the

event that such termination is within six months following the Closing, (A) in

lieu of the benefit set forth in clause (iii), the Company shall pay the

Executive a lump sum cash amount equal to the product of (x) the multiple set

forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and

the Executive's target bonus amount (each, as in effect as of immediately prior

to the Closing), (B) in lieu of the benefit set forth in clause (iv) with

respect to any Purchased Parent Shares, any Purchased Parent Shares shall be

returned to the Company in exchange for a refund of the full purchase price

within 30 days following such return and (C) in lieu of the benefit set forth in

clause (iv) with respect to any Purchased Parent Shares, the Executive will be

paid a lump sum cash amount within 30 days following the date of termination of

employment equal to any amount withheld by the Company in connection with any

Section 83(b) election made by the Executive with respect to the New Parent

Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is

on or after the date that is six months after the Closing but prior to the first

anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and

the benefits set forth in clause (A) in the immediately preceding proviso, the

Company shall pay the Executive over a 24-month period in equal monthly

installments the product of (x) two and (y) the sum of the Executive's annual

Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the

date of termination). In the event that the Executive is eligible to receive the

severance benefits provided for by this Section 4.4(a), the Executive shall not

be eligible to receive severance benefits under any other Company plan, policy,

or agreement.

(b) TIME-VESTING SHARES. Any unvested Time-Vesting Shares (and the

related escrow account) shall be forfeited as of the date of termination;

PROVIDED, that if the termination without Cause occurs within the six-month

period after a Change of Control (as defined in Section 4.8 below), all unvested

Time-Vesting Shares (and the related escrow account) shall vest as of the date

of termination.

escrow account) are not vested as of the date of termination, they shall remain

outstanding until the 180th day following the date of termination, and if still

unvested as of such day, shall be forfeited; PROVIDED, that in the event that

such termination is within six months following a merger of the Company with or

into, an acquisition by the Company of, or an acquisition of the Company by, any

of the entities set forth on EXHIBIT 3 or any transaction involving the

Company's subsidiaries

<PAGE>

to effectuate the foregoing, the Performance Shares (and the related escrow