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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of the ____ day of ________, ____, by and
between
Loral Space & Communications Inc., a
Delaware corporation (the "Company"),
[[First]] [[Last]], a resident of [[City]],
[[State]]] (the "Executive") and
those subsidiaries of the Company signatory
hereto solely for purposes of
Section 11(m) hereof.
WHEREAS, the Company desires to engage the services of the
Executive
and the Executive desires to be employed by
the Company on the terms and
conditions hereinafter set forth; and
WHEREAS, the Company desires to be assured that all proprietary
and
confidential information of the Company
will be preserved for the exclusive
benefit of the Company;
NOW, THEREFORE, in consideration of such employment and the
mutual
covenants herein contained, and for other
good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the Company and the
Executive agree as follows:
Section 1. Employment and Position. The Company hereby employs
the
Executive as its [[Title]], and the
Executive hereby accepts such employment
under and subject to the terms and
conditions hereinafter set forth.
Section 2. Term. The term of employment under this Agreement
shall
begin on the Effective Date, as such term
is defined in the Debtors' Fourth
Amended Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code,
dated June 3, 2005, as modified (the "Plan
of Reorganization"), and, unless
sooner terminated as provided in Section 6,
shall conclude on the second (2nd)
anniversary of the Effective Date (the
"Term"). At the Executive's request
within the last six months preceding the
expiration of the Term, the Company
shall, to the extent practicable within two
weeks after any such request but
without any obligation, provide the
Executive with notice regarding whether the
Company intends to renew or extend the Term
under this Agreement, terminate the
employment relationship between the parties
on or shortly after the expiration
of the Term or continue the Executive's
employment on an "at will" basis with no
guaranteed term. Unless the Executive's
employment with the Company is
terminated upon the expiration of the Term
or the Term under this Agreement is
renewed or extended, the Executive shall be
employed by the Company after the
Term on an "at will" basis.
Section 3. Duties. The Executive shall perform services in a
managerial
capacity in a manner consistent with the
Executive's position as [[Title]],
subject to the general supervision of the
Chief Executive Officer of the Company
or his designee. The Executive hereby
agrees to devote his full business time to
the faithful performance of such duties and
to the promotion and forwarding of
the business and affairs of the Company for
the Term; provided, however, that
Executive shall be permitted to engage in
(i) other activities of a civic,
religious, political or charitable nature,
(ii) managing
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investments of the Executive and the
Executive's family in securities, mutual
funds or other collective investment funds,
limited partner interests or similar
passive investments, (iii) corporate
directorships and other business activities
described in Schedule I attached hereto, or
(iv) such other activities as may
hereafter be specifically approved in
writing, which in each case and in the
aggregate do not materially interfere with
the performance of his obligations
hereunder, provided, further, however, that
Executive may not engage in any such
activities that would result in the
Executive being in Competition (as defined
in Section 8(d) below).
Section 4. Compensation.
(a) Salary. In consideration of the services rendered by the
Executive
under this Agreement, the Company shall pay
the Executive a base salary (the
"Base Salary") at the rate of
[[Base_Salary]] per calendar year. The Base Salary
shall be paid in such installments and at
such times as the Company pays its
salaried executives and shall be subject to
all necessary withholding taxes,
FICA contributions and similar deductions.
The Board of Directors (the "Board")
of the Company may review from time to time
the Base Salary payable to Executive
hereunder and may, in its sole discretion,
increase but not decrease, the
Executive's salary rate. Any such increased
salary shall be and become the "Base
Salary" for purposes of this Agreement.
(b) Annual Bonus. The Company shall maintain an annual
Management
Incentive Bonus program ("MIB Program") for
certain executives, and Executive
shall be a participant in the MIB Program
and shall be entitled to an annual
bonus to the extent payable under such
program ("Annual Bonus"). The Executive's
target annual bonus opportunity under the
MIB Program shall be
[[Target_Bonus_Pctg_]] percent ([[Pctg]]%)
of the Executive's Base Salary (the
"Target Annual Bonus"). The Annual Bonus
for the 2005 fiscal year under the MIB
Program shall be earned and determined in
accordance with the terms and
conditions heretofore established by the
Compensation Committee of the Board of
Directors of Loral Space &
Communications Ltd. With respect to the Annual Bonus
for the 2006 fiscal year or any subsequent
fiscal year, the Board shall, in its
discretion, establish the terms and
conditions of the MIB Program and may amend
the MIB Program (other than by reducing the
Target Annual Bonus percentage set
forth above) accordingly. The Annual Bonus
shall be paid on or before March 15
of the year following the year to which the
Annual Bonus relates.
(c) Stock Options. The Company agrees to grant to the Executive
an
option to purchase [[Option_Grant]] shares
of common stock of the Company (the
"Option") pursuant to the terms of the
Company's 2005 Stock Incentive Plan (the
"Stock Option Plan"). Except as set forth
in the Option Agreement (defined
below), the Option shall have a per share
exercise price equal to $19.00. Such
Option shall be granted on or about the
thirtieth (30th) day following the
Effective Date. The Option shall have such
other terms and conditions as set
forth in the Option Agreement attached
hereto as Exhibit A (the "Option
Agreement").
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Section 5. Benefits. In addition to the compensation detailed
in
Section 4 of this Agreement, the Executive
shall be entitled to the following
additional benefits:
(a) Paid Vacation. The Executive shall be entitled to
[[Vacation_Days]]
days paid vacation per calendar year in
accordance with the Company's vacation
policy in effect from time to time, such
vacation shall extend for such periods
and shall be taken at such intervals as
shall be appropriate and consistent with
the proper performance of the Executive's
duties hereunder.
(b) Welfare Plans. During the Term, the Executive and/or the
Executive's family, as the case may be,
shall be eligible for participation in
and shall receive all benefits under
welfare benefit plans, programs, practices
and policies provided generally by the
Company to similarly situated executives
of the Company (including, without
limitation, any medical, prescription,
dental, disability, salary continuance,
employee life, group life, accidental
death and travel accident insurance plans
and programs that may be provided by
the Company from time to time). Such plans,
programs, practices and policies are
subject to change from time to time by the
Company.
(c) Other Benefit Plans. During the Term, the Executive shall
be
entitled to participate in all savings,
retirement and pension plans (including
the Company's Supplemental Executive
Retirement Plan ("SERP")), programs,
practices and policies applicable generally
to similarly situated executives of
the Company as determined by the Board from
time to time. Such plans, programs,
practices and policies are subject to
change from time to time by the Company.
(d) Perquisites and Other Benefits. During the Term, the
Executive
shall be entitled to such additional
perquisites and fringe benefits
appertaining to his position in accordance
with any practice established by the
Board. During the Term, Executive shall be
entitled to receive all benefits
under any individual welfare benefit
arrangements (including life insurance
coverage) or other benefit arrangements
currently in effect for such Executive
in a manner consistent with past practice,
and such arrangements are listed on
Schedule I attached hereto.
(e) Reimbursement of Expenses. The Company shall reimburse the
Executive for all reasonable and necessary
expenses actually incurred by the
Executive directly in connection with the
business affairs of the Company and
the performance of his duties hereunder,
upon presentation of proper receipts or
other proof of expenditure and subject to
such reasonable guidelines or
limitations provided by the Company from
time to time. The Executive shall
comply with such reasonable limitations and
reporting requirements with respect
to such expenses as the Board may establish
from time to time.
(f) Indemnification. In addition to indemnification obligations of
the
Company pursuant to Section 8.7 of the Plan
of Reorganization and the terms of
any officers' liability insurance carried
by the Company, the Executive (and his
heirs, executors and administrators) shall
be indemnified by the Company and its
successors and assigns pursuant to a
separate Indemnification Agreement in the
form attached hereto
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as Exhibit B. The Executive shall be an
insured person under or otherwise
covered by directors and officers liability
insurance in an amount consistent
with past practice. The obligations of the
Company pursuant to this Section
shall survive the expiration of the Term or
Executive's voluntary or involuntary
termination or resignation for Good
Reason.
Section 6. Termination. This Agreement shall terminate at the end
of
the Term. The Executive's employment may
end earlier as follows:
(a) Death. The employment of the Executive shall automatically
terminate upon the death of the
Executive.
(b) Disability. In the event of any physical or mental disability
of
the Executive rendering the Executive
substantially unable to perform his duties
hereunder for a period of at least 120 days
out of any twelve-month period and
the further determination that the
disability is permanent with regard to the
Executive's ability to return to work in
his full capacity, the Executive's
employment shall be terminated on account
of the Executive's disability. Any
determination of permanent disability shall
be made by the Board in consultation
with a qualified physician or physicians
selected by the Board and reasonably
acceptable to the Executive. The failure of
the Executive to submit to a
reasonable examination by such physician or
physicians shall act as an estoppel
to any objection by the Executive to the
determination of disability by the
Board.
(c) By the Company For Cause. The employment of the Executive may
be
terminated by the Company for Cause (as
defined below) at any time effective
upon written notice to the Executive;
provided, however, that if such
termination is based upon any event set
forth in clauses (iii), (iv), (v), (vi)
or (vii) below, Executive shall be given
not less than ten (10) days prior
written notice by the Board of the
intention to terminate him for Cause, such
notice to state in detail the particular
act or acts or failure or failures to
act that constitute the grounds on which
the proposed termination for Cause is
based, and Executive shall have ten (10)
days after the date that such written
notice has been given to Executive in which
to address the Board regarding any
such alleged act or failure to act. If the
Board makes a determination that
Cause exists, the termination shall be
effective on the date immediately
following the expiration of the ten (10)
day notice period. For purposes hereof,
the term "Cause" shall mean that the Board
has determined reasonably, in good
faith and based on credible evidence that
one or more of the following has
occurred:
(i) the Executive shall have been after the Effective Date
convicted of, or shall have pleaded guilty or nolo contendere to,
any
felony or any other crime that would have constituted a felony
under
the laws of the State of New York;
(ii) the Executive shall have been indicted for any felony or
any other crime that would have constituted a felony under the laws
of
the State of New
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York in connection with or arising from the Executive's employment
with
the Company;
(iii) the Executive shall have breached any material provision
of Section 8 hereof;
(iv) the Executive shall have committed any fraud,
embezzlement, misappropriation of funds, or breach of fiduciary
duty
against the Company, in each case of a material nature;
(v) the Executive shall have engaged in any willful misconduct
resulting in or reasonably likely to result in a material loss to
the
Company or substantial damage to its reputation;
(vi) the Executive shall have willfully breached in any
material respect any material provision of the Company's Code
of
Conduct and, to the extent any such breach is curable, the
Executive
shall have failed to cure such breach within ten (10) days
after
written notice of the alleged breach is provided to the Executive;
or
(vii) the Executive shall have willfully breached in any
material respect any material provision of Section 3 hereof.
(d) By the Company without Cause. The Company may terminate the
Executive's employment at any time without
Cause effective upon written notice
to the Executive.
(e) By the Executive Voluntarily. The Executive may terminate
his
employment at any time effective upon at
least thirty (30) days prior written
notice to the Company.
(f) By the Executive for Good Reason. The Executive may terminate
his
employment for Good Reason by providing the
Company thirty (30) days' written
notice setting forth in reasonable
specificity the event that constitutes Good
Reason, within sixty (60) days of the
occurrence of such event. During such
thirty (30) day notice period, the Company
shall have a cure right (if curable),
and, if not cured within such period,
Executive's termination will be effective
upon the expiration of such cure period.
For this purpose, the term "Good
Reason" shall mean:
(i) the
assignment to the Executive of any duties inconsistent in
any substantial respect with the Executive's position,
authority or responsibilities or any duties which are illegal
or unethical or any material diminution of any of the
Executive's significant duties;
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(ii) any reduction in
Base Salary, the Target Annual Bonus or any
of the benefits described in Section 5 of this Agreement to
the extent not permitted under Section 5;
(iii) the relocation by the Company of the Executive's primary
place
of employment with the Company to a location not within a
thirty (30) mile radius of such place of employment as of the
Effective Date; provided, however, that such relocation shall
not be considered Good Reason if such location is closer to
the Executive's home than the Executive's primary place of
employment as of the Effective Date;
(iv) other material
breach of this Agreement by the Company; or
(v) the failure
of the Company to obtain the assumption in writing
of its obligation to perform this Agreement by any successor
to all or substantially all of the assets of the Company.
Notwithstanding anything in this Agreement to the contrary, any
determination by the non-employee directors
of the Board regarding the action
the Company shall take with respect to (a)
any personal claims of any of the
Company's or its affiliates' officers
(including Executive) or directors against
the Company or any of its affiliates for
indemnification arising from or in
connection with alleged acts or omissions
that occurred on or prior to the date
of the commencement of the chapter 11 cases
of Loral Space & Communications Ltd.
and certain of its affiliates on July 15,
2003; and (b) the Shared Services
Agreement or the Management Agreement, each
of even date herewith, by and among
the Company, Loral Skynet Corporation and
Space Systems/Loral, Inc., shall not
constitute Good Reason.
Section 7. Termination Payments and Benefits.
(a) Voluntary Termination, Termination For Cause. Upon any
termination
of employment during the Term either (i) by
the Executive without Good Reason
under Section 6(e), or (ii) by the Company
for Cause as provided in Section
6(c), all payments, salary and other
benefits hereunder shall cease at the
effective date of termination.
Notwithstanding the foregoing, the Executive
shall be entitled to receive from the
Company (i) all salary earned or accrued
through the date the Executive's employment
is terminated, (ii) reimbursement
for any and all monies advanced in
connection with the Executive's employment
for reasonable and necessary business
expenses incurred by the Executive through
the date the Executive's employment is
terminated, (iii) all other payments and
benefits to which the Executive may be
entitled under the terms of any
applicable compensation arrangement or
benefit plan or program of the Company,
including any earned and accrued, but
unused
