INTELSAT GLOBAL, LTD. 2008 SHARE INCENTIVE PLAN

Exhibit 10.1

INTELSAT GLOBAL, LTD.

2008 SHARE INCENTIVE PLAN

(Amended and Restated as of May 6, 2009)

Effective February 4, 2008

TABLE OF CONTENTS

INTELSAT GLOBAL, LTD.

2008 SHARE INCENTIVE PLAN

1. Establishment, Purpose and Types of Awards

Intelsat Global, Ltd (formerly known as Serafina Holdings Limited and referred to herein as the “ Company ”) hereby establishes the Intelsat Global, Ltd. 2008 Share Incentive Plan (the “ Plan ”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (1) providing incentives to improve shareholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company and its Subsidiaries to attract, retain and reward the best available persons for positions of substantial responsibility.

The Plan permits the granting of Awards in the form of Incentive Share Options, Nonqualified Share Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights, Phantom Shares and Performance Awards in each case as such term is defined below, and any combination of the foregoing.

The Plan was originally adopted on February 1, 2008 and is hereby amended and restated as of May 6, 2009. Effective as of May 6, 2009, all “rollover” Class A Restricted Shares and “rollover” Options originally awarded pursuant to the Intelsat Holdings, Ltd. 2005 Share Incentive Plan, as amended, and set forth on Schedule 1 hereto (collectively, the “ Rollover Awards ”) shall be governed solely by the Plan and/or the applicable Grant Agreement hereunder.

2. Definitions

Under this Plan, except where the context otherwise indicates, the following definitions apply:

(a) “ Affiliate ” and “ Associate ” shall have the meanings contemplated by Rule 12b-2 of the Exchange Act (or any successor rule).

(b) “ Applicable Exchange ” means a securities exchange, the Nasdaq Stock Market or a similar exchange or market.

(c) “ Awards ” shall mean Incentive Share Options, Nonqualified Share Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights, Phantom Shares and Performance Awards and any combination of the foregoing.

(d) “ BC Investors ” shall have the meaning set forth in the Management Shareholder’s Agreement.

(e) “ Board ” shall mean the Board of Directors of the Company.

(f) “ Cause ” means, unless otherwise provided in a Grant Agreement, (i) “Cause” as defined in any Individual Agreement to which the applicable Participant is a party as of the date of grant of an applicable Award, or (ii) if there is no such Individual Agreement or if it does not define Cause: (A) conviction of the Participant for committing a felony under federal law or the law of the state in which such action occurred, (B) dishonesty in the course of fulfilling the

Participant’s employment duties, (C) willful and deliberate failure on the part of the Participant to perform such Participant’s employment duties in any material respect, or (D) before a Change in Control, such other events as shall be determined by the Committee.

(g) “ Change in 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 Exchange Act), other than any Permitted Holder (or any person or group that is an Affiliate or associate of a Permitted Holder), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50%, indirectly or directly, of the voting securities of the Company (other than any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries) or (ii) consummation of an amalgamation, a merger or consolidation of the Company 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 Company following which the voting securities of the Company 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 Company’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 Company or, if the Company is not the surviving entity, such surviving entity (or the entity that owns substantially all of the Company’s assets either directly or through one or more subsidiaries) or any Parent or other Affiliate thereof, outstanding immediately after such transaction, except that no Change of Control shall occur under this clause (ii) if such amalgamation, merger or consolidation is with any of those certain Person(s) described in the resolutions of the Compensation Committee of the Board dated December 29, 2008.

(h) “ Class A Shares ” shall mean Class A common shares of the Company, par value U.S. $.001 per share.

(i) “ Class B Shares ” shall mean Class B common shares of the Company, par value U.S. $.001 per share.

(j) “ Class B Repurchase Price ” shall mean, with respect to determining the Fair Market Value of a Class B Share for purposes of Sections 4 , 5 , 8 , 9 and 11 of the Management Shareholders Agreement and the repurchase provisions of any Class B Restricted Share Agreement, the Liquidation Value per Class B Share.

(k) “ Closing ” shall have the meaning set forth in the Share Purchase Agreement.

(l) “ Closing Date ” shall have the meaning set forth in the Share Purchase Agreement.

(m) “ Code ” shall mean the United States Internal Revenue Code of 1986, as amended, and any regulations issued thereunder.

(n) “ Committee ” shall mean the Board or a committee of the Board appointed pursuant to Section 3 of the Plan to administer the Plan.

(o) “ Common Shares ” shall mean, collectively, Class A Shares and Class B Shares.

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(p) “ Disability ” means (i) “Disability” as defined in any Individual Agreement to which the Participant is a party as of the date of grant of an applicable Award, (ii) if there is no such Individual Agreement or it does not define “Disability,” (A) permanent and total disability as determined under the Company’s long-term disability plan applicable to the Participant, or (B) if there is no such plan applicable to the Participant, “Disability” as determined by the Committee.

(q) “ Disaffiliation ” means a Subsidiary of the Company ceasing to be a Subsidiary for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the shares of the Subsidiary) or a sale of a division of the Company.

(r) “ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended from time to time.

(s) “ Fair Market Value ”

(i) with respect to the Class A Shares, the “Fair Market Value” for any purpose on a particular date shall mean:

(ii) if there is an Initial Public Offering or a Listing Event on such date, the price at which the Class A Shares are offered in the Initial Public Offering or listed in the Listing Event;

(iii) if the Class A Shares are traded on an Applicable Exchange on any such date following the date of an Initial Public Offering or a Listing Event, the average of the selling price for Class A Shares on all trading days within the period commencing thirty (30) days before the relevant date and ending on such date weighted based on the volume of trading of the Class A Shares on each trading day during such period; or

(iv) if there has not been an Initial Public Offering or a Listing Event, or if the Class A Shares are not traded on an Applicable Exchange on such date, the fair market value as determined in good faith by the Committee; provided, that, at the election of the Committee, prior to an Initial Public Offering or a Listing Event, the Committee may presume that the Fair Market Value of the Class A Shares as of a specific date is equal to the Fair Market Value of the Class A Shares as of the date of the most recent valuation thereof, as adjusted for dividends, distributions and other extraordinary events not otherwise reflected in such Fair Market Value; and provided, further , that the parties acknowledge and agree that the Fair Market Value of the Common Shares shall be determined hereunder without the application of any minority interest discount or lack of marketability discount.

(v) with respect to the Class B Shares, the “Fair Market Value” for any purpose on a particular date shall mean the fair market value as determined in good faith by the Committee in its sole discretion with reference to the most recent valuation of the Class B Shares requested by the Committee and performed by an independent valuation consultant or appraiser of nationally recognized standing, and with such adjustment for dividends, distributions and other extraordinary events not otherwise reflected in such fair

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market value as the Committee, acting in good faith, in its sole discretion deems appropriate; provided, that the parties acknowledge and agree that the Fair Market Value of the Class B Shares shall be determined hereunder with the application of any minority interest discount or lack of marketability discount that is consistent with the minority interest discount or lack of marketability discount applied in a determination of Fair Market Value of the Class B Shares in connection with any applicable grant of Class B Restricted Shares.

(t) “ Grant Agreement ” shall mean a written or electronic agreement (which may include an Individual Agreement) between the Company and a grantee memorializing the terms and conditions of an Award granted pursuant to the Plan.

(u) “ Grant Date ” shall mean the date on which the Committee acts to grant an Award to a grantee or such other date as the Committee shall so designate at the time of taking such action.

(v) “ Incentive Share Options ” shall mean Share Options that meet the requirements of Code Section 422.

(w) “ Individual Agreement ” means an employment, consulting or similar agreement between a Participant and the Company and/or one of its Subsidiaries, entered into on or after February 4, 2008.

(x) “ Initial Public Offering ” shall mean the first underwritten public offering of the Class A Shares (i) pursuant to an effective registration statement under the Securities Act (other than a registration relating solely to a transaction under Rule 145 of the Securities Act (or any successor thereto) or to an employee benefit plan of the Company) or (ii) that is exempt from the registration requirements of the Securities Act pursuant to Regulation S (whether or not such offering also relies on the exemption provided by Rule 144A under the Securities Act), and that has the effect of listing such shares on any designated offshore securities market (as such term is defined in Regulation S) pursuant to the Offering Regulations or the Listing Rules of the relevant jurisdiction, in either such case after which such Class A Shares representing at least 20% of the outstanding common equity securities of the Company are publicly held and listed for trading on or quoted on an Applicable Exchange.

(y) “ Investor Group ” shall mean the BC Investors and Silver Lake.

(z) “ Investors ” shall mean each member of the Investor Group.

(aa) “ Liquidation Value ” with respect to each Common Share shall mean the value assigned to each such Common Share by the Committee based on (i) the Committee’s good faith determination of the total fair value of the Company as a going concern in its entirety on any certain date, taking into account such factors it considers fair and reasonable under the circumstances (but without regard to any minority interest or lack of marketability discounts) and (ii) following such determination of the fair value of the Company, the calculation of the amount that would be paid to each holder of Common Shares if an amount equal to such fair value of the Company was distributed on such certain date by the Company in complete liquidation of the Company pursuant to the rights and preferences set forth in the Company’s Second Amended and Restated Bye-Laws (giving effect to applicable orders of priority and the provisions of agreements relating to the Common Shares).

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(bb) “ Listing Event ” shall mean an amalgamation, merger or other consolidation of the Company with another entity that is publicly traded in a manner such that thereafter the surviving entity’s common equity securities are listed for trading on or quoted on an Applicable Exchange.

(cc) “ Listing Rules ” shall mean, with respect to the relevant stock exchange, the listing rules of such stock exchange or relevant governmental or other authority in the jurisdiction of such stock exchange, as in effect from time to time.

(dd) “ Management Group ” shall mean the group consisting of the directors, executive officers and other management personnel of the Company or any Parent of the Company, as the case may be, on the Closing Date together with (i) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the Company or any Parent of the Company, as applicable, was approved by a vote of a majority of the directors of the Company, then still in office who were either directors on the Closing Date or whose election or nomination was previously so approved and (ii) executive officers and other management personnel of the Company hired at a time when the directors on the Closing Date together with the directors so approved constituted a majority of the directors of the Company.

(ee) “ Management Shareholders Agreement ” shall mean that certain Management Shareholders Agreement by and among the Company, the Investors and the other shareholders named therein dated as of February 4, 2008, as amended from time to time.

(ff) “ Nonqualified Share Options ” shall mean Share Options that do not meet the requirements of Code Section 422.

(gg) “ Offering Regulations ” shall mean, with respect to the governmental or other relevant authority that regulates the offering of securities in a particular jurisdiction, the rules and regulations, as in effect from time to time, of such governmental or other relevant authority.

(hh) “ Parent ” shall mean, with respect to any Person, any other Person of which such Person is a direct or indirect Subsidiary.

(ii) “ Participant ” shall mean a prospective or actual director, officer or full-time or part-time employee of the Company or any Subsidiary of the Company, who is granted an Award under the Plan.

(jj) “ Performance Award ” shall mean an Award under Section 9 hereof.

(kk) “ Performance Measure ” shall mean the following performance measures selected by the Committee to measure performance of the Company or any Subsidiary or other business division of same for a Performance Period, whether in absolute or relative terms: basic or diluted earnings per share; earnings per share growth; revenue; operating income; net income (either before or after taxes); earnings and/or net income before interest and taxes; earnings and/or net income before interest, taxes, depreciation and amortization; Consolidated EBITDA (as such

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term or similar term is used in the debt instruments of the Company or its Subsidiaries); return on capital; return on equity; return on assets; net cash provided by operations; free cash flow; backlog; share price; economic profit; economic value; total shareholder return; gross margins, and/or costs, and such other performance measures as may be selected by the Committee.

(ll) “ Performance Period ” means a period over which the achievement of targets for Performance Measures is determined.

(mm) “ Permitted Holder ” shall mean (i) an Investor or an Affiliate of an Investor, (ii) the Management Group, (iii) a Person or group that was an Affiliate of the Company immediately prior to the acquisition in question, or (iv) any Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) the members of which include any of the Permitted Holders specified in clauses (i), (ii) and/or (iii) above and that (directly or indirectly) hold or acquire beneficial ownership of the voting securities of the Company (a “ Permitted Holder Group ”), so long as no Person or other “group” (other than Permitted Holders specified in clauses (i)—(iii) above) owns of record more than 50% on a fully diluted basis of the voting securities held by such Permitted Holder Group. Any one or more Persons or groups whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer, as defined in the Indenture governing Intelsat Intermediate Holding Company, Ltd.’s 9  ¹ / 2 % Senior Discount Notes Due 2015, is made in accordance with the requirements of such indenture will thereafter, together with its (or their) Affiliates, constitute an additional Permitted Holder or Permitted Holders, as applicable.

(nn) “ Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(oo) “ Phantom Shares ” shall mean Awards under Section 8(e).

(pp) “ Regulation S ” shall mean Regulation S (or any successor provisions) under the Securities Act.

(qq) “ Restricted Shares ” and “ Restricted Share Units ” shall mean Awards under Section 7.

(rr) “ Rollover Awards ” shall have the meaning set forth in Section 1.

(ss) “ Rule 16b-3 ” shall mean Rule 16b-3 as in effect under the Exchange Act on the effective date of the Plan, or any successor provision prescribing conditions necessary to exempt the issuance of securities under the Plan (and further transactions in such securities) from Section 16(b) of the Exchange Act, or any successor provision.

(tt) “ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended.

(uu) “Shares ” shall mean the Class A Shares and the Class B Shares.

(vv) “ Share Option ” shall mean a Nonqualified Share Option or an Incentive Share Option.

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(ww) “ Share Purchase Agreement ” shall mean that certain Share Purchase Agreement dated as of June 19, 2007, by and among the Company and Serafina Acquisition Limited, a Bermuda exempted company, Intelsat Holdings, Ltd., a Bermuda company, and the shareholders signatory thereto.

(xx) “ Share Appreciation Rights ” shall mean Awards under Section 8(a) to (d).

(yy) “ Silver Lake ” shall have the meaning set forth in the Management Shareholder’s Agreement.

(zz) “ Subsidiary ” and “ Subsidiaries ” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a 50% voting, equity or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

(aaa) “ Termination of Employment ” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and any of its Subsidiaries provided that in each case such “Termination of Employment” constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Unless otherwise determined by the Committee, if a Participant’s employment with the Company and its Subsidiaries terminates but such Participant continues to provide services to the Company and its Subsidiaries in a non-employee capacity, such change in status shall not be deemed a Termination of Employment. Unless otherwise determined by the Committee, a Participant employed by, or performing services for, a Subsidiary or a division of the Company and its Subsidiaries shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary, or division ceases to be a Subsidiary or division, as the case may be, and the Participant does not immediately hereafter become an employee of, or service provider for, the Company or another Subsidiary. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries shall not be considered Terminations of Employment.

(bbb) “ Total and Permanent Disability ” shall mean disabled for purposes of any long-term disability plan under which the Participant is eligible, and, if none, for purposes of Code Section 22(e)(3).

3. Administration

(a) Procedure . The Plan shall be administered by the Board. In the alternative, the Board may delegate authority to the Compensation Committee of the Board to administer the Plan on behalf of the Board or such other Committee as the Compensation Committee may designate, subject to such terms and conditions as the Board may prescribe. Following such time as any Shares are registered under Section 12(b) or 12(g) of the Exchange Act, and subject to any applicable transition rules, such Committee shall consist of not less than two (2) members of the Board (or such greater number as may be required by applicable law or the rules of an Applicable Exchange), each of whom shall be a “non employee director” within the meaning of Rule 16b-3 or any successor rule or similar import, and an “outside director” within the meaning of Code Section 162(m) and the regulations promulgated thereunder and, to the extent required by an Applicable Exchange, an “outside director” within the meaning of such Applicable

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Exchange. The Board may delegate to such Committee any or all of its duties and powers under the Plan. The Committee shall continue to administer the Plan on behalf of the Board until otherwise directed by the Board.

(b) Secondary Committees and Sub-Plans . The Board may, in its sole discretion, bifurcate the duties and powers of the Committee by establishing one or more secondary Committees to which certain duties and powers of the Board hereunder are delegated (each of which shall be regarded as a “Committee” under the Plan with respect to such duties and powers), or delegate all of its dut