EMPLOYMENT AGREEMENT

EXHIBIT 10.2

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 (Bermuda), Ltd. (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 the Company, Intelsat,

Ltd. ("Intelsat"), Intelsat (Bermuda), Ltd., the Parent, Zeus Merger One

Limited and Zeus Merger Two Limited dated as of August 16, 2004 (the

"TRANSACTION AGREEMENT"), Intelsat will become a wholly-owned subsidiary of

the Parent and the Company will become an indirectly wholly-owned subsidiary

of the Parent;

WHEREAS, the Executive is currently employed by Intelsat 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.

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

principal place of employment shall be Bermuda.

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 senior executives

of Intelsat. 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 Intelsat

in accordance with its terms.

(c) EQUITY COMPENSATION. (i) EXISTING EQUITY. The options

granted to 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 stock 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, on January 16, 2006, equal to the

aggregate Spread (as defined in Section 2.1(c)(i)(D) below) of

such options, less applicable withholding taxes.

(B) 75% of each vesting tranche of the Executive's 2004 Plan Options

shall be cancelled in exchange for the crediting to an account

(the "DEFERRED CASH ACCOUNT") on the terms set forth in Section

2.1(c)(ii) below, of an amount

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equal to the aggregate Spread of the options so cancelled. 25% of

each vesting tranche of the Executive's 2004 Plan Options shall

be cancelled in exchange for a cash payment, as of the Closing,

equal to the aggregate Spread of such options, less applicable

withholding taxes.

(C) 75% of the Executive's RS shall be cancelled in exchange for the

crediting to the Deferred Cash Account on the terms set forth in

Section 2.1(c)(ii) below of an amount equal to $18.75 per share

subject to the RS. 25% of each vesting tranche of the Executive's

RS shall be cancelled in exchange for a cash payment, as of the

Closing, equal to $18.75 for each RS so cancelled, less

applicable withholding taxes.

(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) DEFERRED CASH ACCOUNTS. Any amounts credited to a Deferred

Cash Account pursuant to Section 2.1(c)(i)(B) or (C) shall accrue 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. The Deferred Cash Account shall, subject to the Executive's continued

employment hereunder on the vesting date and to Section 4 below, vest and be

payable as follows: two-thirds of the balance shall be payable to the

Executive on January 16, 2006 and the remaining one third shall be paid on

the second anniversary of the Closing, in each case subject to applicable

withholding.

(iii) PURCHASED PARENT SHARES. 100% of the after-tax proceeds

payable to the Executive upon the Closing pursuant to the second sentence of

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 purchase

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

"PURCHASED PARENT SHARES").

(iv) 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 rate set forth in Section 2.1(c)(ii)) 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

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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) VESTING OF NEW PARENT RESTRICTED SHARES. Fifty percent of the

New Parent Restricted Shares shall vest in equal monthly installments

commencing on February 27, 2005, subject to the Executive's continued

employment on the date of vesting and to Section 4 below. The remaining

fifty percent of the New Parent Restricted Shares shall vest at the later of

(x) the sixth month anniversary of the Closing or (y) the transition to a new

CEO of Intelsat, PROVIDED that the Executive reasonably cooperates in the

implementation of such transition.

(B) 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.

(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 Intelsat 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

similarly situated senior executives of Intelsat 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 Intelsat 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

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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 from Intelsat 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 second

anniversary thereof, unless terminated earlier pursuant to Section 4 (the

"EMPLOYMENT PERIOD").

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 vested and the balance of the Deferred Cash

Account that has not yet been paid 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

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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 and any Deferred Cash Account as described below

in this Section 4.2, except as otherwise required by law or by the terms of

the Company's benefit plans. Upon termination for permanent disability,

subject to the provisions of Section 409A of the Code, the balance of the

Executive's Deferred Cash Account (if any) shall vest and be paid out as soon

as practicable following such termination of employment. Any New Parent

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

the date of termination shall vest as of the date of termination. Any Common

Parent Shares held by the Executive as a result of the vesting of New Parent

Restricted Shares and any Purchased Parent Shares may be repurchased by the

Company at any time following December 31, 2009, PROVIDED, that the purchase

price per share shall be equal to the Fair Market Value of such share as

determined on the date of the most recent valuation prior to the date of

repurchase.

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 and any

Deferred Cash Account as described below in this Section 4.3, except as

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

the event of the Executive's termination of employment by reason of the

Executive's death, subject to the provisions of Section 409A of the Code, the

balance of the Executive's Deferred Cash Account (if any) shall vest and be

paid out as soon as practicable following such termination of employment.

Any New Parent Restricted Shares (and the related escrow account) that are

not vested as of the date of death shall vest as of the date of death. Any

Common Parent Shares held by the Executive as a result of the vesting of New

Parent Restricted Shares and any Purchased Parent Shares may be repurchased

by the Company at any time following December 31, 2009, PROVIDED, that the

purchase price per share shall be equal to the Fair Market Value of such

share as determined on the date of the most recent valuation prior to the

date of repurchase.

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.

(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, if any, (as in effect as of the

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

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

termination of employment or January 15, 2006 and the remainder of which shall

be paid to the Executive in equal installments each month thereafter for six

months; (iv) treatment of the Deferred Cash Account and the New Parent

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

below in Section 4.4(b), (c) and (d), respectively; (v) on the later of the

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

termination of employment or January 15, 2006, payout of benefits previously

accrued under Intelsat's Supplemental Executive Retirement Plan and (vi)

executive outplacement benefits, except as otherwise required by law or by the

terms of Intelsat'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 over a 24-month period commencing on the later of the first business

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

or January 15, 2006 in equal monthly installments the product of (x) two and a

half 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 Parent Restricted 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.

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) DEFERRED CASH ACCOUNT. Subject to the provisions of Section

409A of the Code, the Executive's Deferred Cash Account (if any) will vest in

full and be paid out as soon as practicable following the later of the first

business day following January 15, 2006 or the date of termination of

employment.

(c) NEW PARENT RESTRICTED SHARES. Any unvested New Parent

Restricted 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 New Parent Restricted Shares (and the

related escrow account) shall vest as of the date of termination.

(d) REPURCHASE RIGHT. Any Common Parent Shares held by the

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

Purchased Parent Shares may be repurchased by the Company at any time

following December 31, 2009, PROVIDED, that the purchase price per share

shall be equal to the Fair Market Value of such share as determined on the

date of the most recent valuation prior to the date of repurchase.

4.5 TERMINATION BY THE EXECUTIVE FOR GOOD REASON. (a) During the

Employment Period, the Executive's employment with the Company may be

terminated by the Executive for Good Reason, if the Executive provides the

Company with notice within 90 days following the Executive's knowledge of the

event constituting Good Reason. In the event that

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the Executive terminates his employment with the Company for Good Reason, the

Executive shall be entitled to the same payments and benefits that he would have

been entitled to receive under Section 4.4 if his employment had been terminated

by the Company without Cause and the Company shall be entitled to the repurchase

rights thereunder.

(b) For purposes of this Agreement, the term "GOOD REASON" shall

mean any of the following conditions or events without the Executive's prior

consent: (i) a material diminution of the Executive's position or

responsibilities that is inconsistent with the Executive's title (PROVIDED

that (x) any change in the Executive's position or responsibilities that

occurs as a result of a corporate transaction or (y) any change in the

Executive's position or responsibilities pursuant to an internal

reorganization, in each case, following which the Executive's level of

position at the Company is not materially diminished shall not give rise to

Good Reason under clause (i) or (ii) of this definition), (ii) a material

breach by the Company of any terms of the Agreement, (iii) a reduction in the

Executive's base salary or bonus potential other than as provided in

ATTACHMENT 1, or the failure to pay the Executive any material amount of

compensation when due, or, (iv) a relocation of the Executive's principal

place of business more than fifty (50) miles away from the location set forth

as the Executive's principal place of business in Section 1.3. Any such

occurrence shall constitute "GOOD REASON" only after the Executive has given

the Company written notice of, and twenty (20) business days' opportunity to

cure, such violation, and then only if such occurrence is not cured.

4.6 TERMINATION BY THE EXECUTIVE WITHOUT GOOD REASON. The

Executive may voluntarily resign from his employment with the Company without

Good Reason, PROVIDED that the Executive shall provide the Company with

ninety (90) days' advance written notice (which notice requirement may be

waived, in whole or in part, by the Company in its sole discretion) of his

intent to terminate. Upon such a termination, the Company shall have no

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 by the terms of the Company's benefit plans.

All unvested New Parent Restricted Shares, and any portion of the Deferred

Cash Account that has not yet vested as of the date of termination, shall be

immediately forfeited. Any Common Parent Shares held by the Executive as a

result of the vesting of New Parent Restricted Shares and any Purchased

Parent Shares may be repurchased by the Company at any time following such

termination of employment at a purchase price per share equal to the lesser

of (i) the greater of (x) the Fair Market Value of such 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 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) Fair Market Value at Closing based on the Valuation Research

valuation as of Closing (for Common Parent Shares held by the Executive as a

result of the vesting of New Parent Restricted Shares) or the amount paid by

the Executive to purchase such Purchased Parent Shares (for Purchased Parent

Shares) minus (y) the value of any dividends, distributions, or dividend

equivalents previously paid to the Executive in respect of such 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.

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4.7 RELEASE OF CLAIMS AND COOPERATION. As a condition to

receiving the payments set forth in Section 4.4 or Section 4.5 upon a

termination by the Company without Cause (or upon expiration of the

Employment Period) or by the Executive for Good Reason, the Executive shall

be required to execute and not revoke a waiver and release of claims in favor

of the Company and its Affiliates, in the form attached hereto as Exhibit A

and, for a 180-day period following such employment termination, shall make

himself reasonably available to provide transition services and consultation

to the Company, subject to his other business and personal commitments.

4.8 DEFINITION OF CHANGE OF CONTROL. A "CHANGE OF CONTROL" shall

mean (i) the acquisition by any individual, entity or group (within the

meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of

1934, as amended from time to time) not affiliated with the Parent or its

owners immediately prior to such acquisition of beneficial ownership (within

the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than

50%, indirectly or directly, of the equity vote of the Parent (other than any

acquisition by any employee benefit plan (or related trust) sponsored or

maintained by the Company or any Affiliate) or (ii) consummation of an

amalgamation, a merger or consolidation of the Parent or any direct or

indirect subsidiary thereof with any other entity or a sale or other

disposition of all or substantially all of the assets of the Parent following

which the voting securities of the Parent that are outstanding immediately

prior to such transaction cease to represent (either by remaining outstanding

or by being converted into voting securities of the surviving entity (or the

entity that owns substantially all of the Parent's assets either directly or

through one or more subsidiaries) or any parent or other Affiliate thereof)

at least 50% of the combined voting power of the securities of the Parent or,

if the Parent is not the surviving entity, such surviving entity (or the

entity that owns substantially all of the Parent's assets either directly or

through one or more subsidiaries) or any parent or other Affiliate thereof,

outstanding immediately after such transaction.

4.9 RESIGNATION. Upon a termination of employment, the Executive

will upon the Company's request resign from all boards of directors and

officer positions of the Company and any of its Affiliates.

5. COVENANTS.

5.1 The Executive understands that, in the course of his or her

employment with the Company, he or she will be given access to confidential

information and trade secrets including, but not limit to, discoveries,

ideas, concepts, software in various stages of development, designs,

drawings, specifications, techniques, models, data, source code, object code,

documentation, diagrams, flowcharts, research, development, processes,

procedures, "know-how," marketing techniques and materials, marketing and

development plans, business plans, merger or acquisition investigations,

customer names and other information relating to customers, price lists,

pricing policies, and financial information ("CONFIDENTIAL INFORMATION").

Confidential Information also includes any information described above which

the Company obtains from another party and which the Company treats as

proprietary or designates as Confidential Information, whether or not owned

or developed by the Company. The Executive agrees that during his employment

by the Company and thereafter to hold in confidence and not to directly or

indirectly reveal, report, publish, disclose, or transfer any Confidential

Information

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to any person or entity, or utilize any Confidential Information for any

purpose, except in the course of the Executive's work for the Company. The

Executive agrees to turn over all copies of Confidential Information in his

control to the Company upon request or upon termination of his employment with

the Company. For purposes of this Section 5.1, the "Company" shall include

Affiliates of the Company. The Executive agrees to enter into as of the Closing

Intelsat's general Conflict of Interest and Confidentiality Agreement set forth

on EXHIBIT B.

5.2 The Executive agrees that, during his employment with the

Company and for one (1) year thereafter (the "RESTRICTED PERIOD"), he will

not, either directly or indirectly, hire Company employees or former

employees (which shall for this purpose include any individual employed by

the Company at any point during the year preceding such hiring), induce,

persuade, solicit or attempt to induce, persuade, or solicit any of the

Company's employees to leave the Company's employ, nor will he help others to

do so. This means, among other things, that if the Executive's employment

with the Company terminates (whether voluntarily or involuntarily), he shall

refrain for one (1) year from giving any person or entity the names of his

former, fell