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Exhibit
10.1
EXECUTION
COPY
SEPARATION AGREEMENT AND
RELEASE
This Separation Agreement and
Release of Claims (“Agreement”) is made by and among
Jeffrey P. Freimark (“Executive”), an individual,
Intelsat Global, Ltd., a Bermuda corporation, Intelsat Holdings,
Ltd., a Bermuda corporation, and Intelsat, Ltd., a Bermuda
corporation, (together, “Intelsat” or the
“Company”).
WHEREAS, the Executive is a
party to an Employment Agreement with Intelsat Holdings, Ltd. and
Intelsat, Ltd. dated as of March 16, 2006 and amended as of July 3,
2006, October 26, 2006, and March 16, 2007 (the “Employment
Agreement”); and
WHEREAS, the
Executive’s employment with Intelsat will terminate as of
June 5, 2008 and Intelsat desires to provide Executive with
separation benefits as set forth in his Employment
Agreement;
NOW THEREFORE, in
consideration of the mutual promises and releases contained herein
and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as
follows:
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a. |
Separation Date and Final Paycheck . The
Executive’s employment with Intelsat will terminate effective
June 5, 2008 (the “Separation Date”). The Executive
will receive normal compensation up to and including the Separation
Date, as well as a lump sum payment in the amount of $18,638.29,
representing his accrued vacation as determined by Intelsat and
agreed by the Executive, less all required tax withholdings and
other authorized deductions. |
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b. |
Severance Pay . Following Executive’s execution
and non-revocation of this Agreement, and provided all Company
property has been returned, Intelsat will pay to the Executive
severance pay in the total amount of $905,850.00, less all required
tax withholdings and other authorized deductions, in twelve equal
monthly installments. The first installment will be paid within
fifteen (15) days after the Executive’s execution of this
Agreement, and the following installments will be paid thereafter
effective as of the first day of each month, from July 2008 to May
2009. Payments will be made within ten (10) days of the due date
and will be sent via Federal Express or other overnight mail to the
Executive’s home address. |
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c. |
Continued
Coverage under Group Health Plans . The Executive shall be
entitled to elect to continue coverage under each of the Intelsat
group health plans in which he was enrolled as of the Separation
Date, consistent with the status and level of coverage that was in
place as of such date, in accordance with the requirements of the
Consolidate
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Omnibus Budget Reconciliation
Act of 1985 and its relevant regulations (“COBRA”).
Executive shall be solely responsible for paying the full amount of
all premiums that are chargeable in connection with such coverage
pursuant to company policy, subject to all requirements of
COBRA.
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d. |
Equity Treatment. The Executive and Intelsat
agree that as of the Separation Date the Executive will have fully
vested in his equity award consisting of 45,420.51 options to
purchase Intelsat shares valued at $100.00 per share, for an
exercise price of $25.00 per share. Pursuant to Section 4.4(d) (ii)
of the Employment Agreement, Executive’s outstanding and
unexercised options will be cancelled in exchange for a payment to
Executive of $3,406,539.00, which amount is equal to the fair
market value of all shares subject to the Executive’s vested
options as of the most recent valuation on February 4, 2008, minus
the total exercise price of such options. The Company will deduct
all required tax withholdings from the payment, and pay the net
amount to Executive in five equal installments, by Federal Express
or other overnight mail, without interest. The initial payment will
be made on the same date as the first installment of the Severance
Pay pursuant to Section 1.b. above, and the following four payments
at six-month intervals thereafter; provided that the Executive is
not in breach of any obligation under this Agreement or any other
agreement with the Company at the time of each payment. |
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e. |
Legal Fees. Intelsat will promptly reimburse the
Executive for all reasonable and documented legal fees and related
expenses, up to a maximum amount of $5,000 in the aggregate,
incurred in connection with the negotiation and execution of this
Agreement. |
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f. |
Except as set forth in this Agreement or as required by
federal, state, or local law, the Executive shall not be entitled
to any additional benefits relating to his separation from
employment; provided however, that this Agreement does not affect
or impair Executive’s rights under the Intelsat Retirement
Savings Plan. |
Executive, on Executive’s own part
and on behalf of Executive’s dependents, heirs,
executor
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