Exhibit 10.14
Intelsat Global,
Ltd.
May 6, 2009
Michael McDonnell
[Address]
[Address]
Dear Mr. McDonnell:
Reference is made to (i) that
certain Management Shareholders Agreement (the “
Management Shareholders Agreement ”) of Intelsat
Global, Ltd. (formerly known as Serafina Holdings Limited, the
“ Company ”), effective as of February 4,
2008, by and among the Company, the “ Sponsor
Shareholders ” as defined therein, and each of the
individual shareholders who become parties thereto from time to
time (each individually, a “ Management Shareholder
,” and collectively, the “ Management
Shareholders, ” and together with the Sponsor
Shareholders, the “ Shareholders ” and each a
“ Shareholder ”) (ii) that certain
Employment Agreement (the “ Employment Agreement
”) effective as of November 3, 2008 by and between you
and the Company (iii) that certain Share Option Agreement
dated as of May 6, 2009 by and between you and the Company
(the “ Option Agreement ”) and (iv) that
certain Class B Restricted Share Agreement dated as of May 6,
2009 by and between you and the Company (the “ Class B
Restricted Share Agreement ” and together with the Option
Agreement, the “ Equity Award Agreements ”).
Capitalized terms used but not otherwise defined in this letter
agreement (the “ Letter Agreement ”) shall have
the meanings ascribed to them in the Management Shareholders
Agreement.
1. Conversion of Shares
.
Notwithstanding anything to the
contrary in the Management Shareholders Agreement, with respect to
the Class B Shares held by you and your Permitted Transferees, in
the event that the Board implements a conversion (“
Conversion ”) of any or all of the outstanding
Class A Shares and Class B Shares into one single class of
common stock or converts any or all of the outstanding Class B
Shares into Class A Shares (in either case, “ Company
Common Shares ”), unless otherwise agreed by the parties,
immediately following such Conversion the Company shall grant you
an option (the “ New Option ”) to purchase that
number of Company Common Shares such that upon the grant of the New
Option your fully diluted ownership of the Company with respect to
Company Common Shares received upon the Conversion of Class B
Shares and the New Option, as determined on a percentage basis and
assuming the New Option is exercised with respect to all shares
covered thereby, remains the same as your fully diluted ownership
of the Company with respect to the Class B Share awards immediately
prior to the Conversion. The New Option shall have an exercise
price equal to the Fair Market Value per Company Common Share as of
the date of grant, shall have a maximum term through
February 4, 2018, shall be eligible to become vested on the
same terms as the Class B Share awards subject to the Conversion
(based on an initial grant date of November 3, 2008 and an
initial vesting date of May 3, 2009) and shall otherwise have
terms substantially the same as those applicable to the share
option granted to you by the Company on May 6, 2009 (the
“ Option ”).
2. Piggy-Back Registration Rights
.
Notwithstanding anything to the
contrary in the Management Shareholders Agreement, you shall have
the following “piggy-back” registration rights with
respect to your fully vested Restricted Shares, including, without
limitation, any vested Class B Restricted Shares and any shares
acquired upon the exercise of vested Options prior to such
Registration:
(a) Company Registration
.
(i) Following any Initial Public
Offering or Listing Event by the Company, if the Company shall
determine to Register any of its equity securities either for its
own account or for the account of the Sponsor Shareholders other
than a Registration (x) relating solely to employee stock or
benefit plans, (y) relating solely to a Commission Rule 145
transaction, or (z) on any registration form which does not
permit secondary sales or does not include substantially the same
information as would be required to be included in a registration
statement covering the sale of Registrable Securities, the Company
will:
(A) promptly give to you a written
notice thereof; and
(B) include in such Registration
(and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all the
Registrable Securities specified in a written request or requests,
made by you within fifteen (15) days after receipt of the most
recent written notice from the Company described in clause
(A) above, as the case may be, except as set forth in
Section 2(a)(ii)(B) below. Such written request may specify
all or a part of your Registrable Securities, as the case may
be.
(ii) Underwriting
.
(A) If the Registration of which the
Company gives notice is for a registered public offering involving
an underwriting, the Company shall so advise you as a part of the
written notice given pursuant to Section 2(a)(i)(A). In such
event, your right pursuant to this Section 2 shall be
conditioned upon your participation in such underwriting and the
inclusion of your Registrable Securities in the underwriting to the
extent provided herein. You shall agree to sell your shares on the
basis provided in any customary underwriting arrangements approved
by the Company and complete and execute all customary
questionnaires, power of attorney, indemnities and other documents,
in each case in customary form, required for such underwriting
arrangements and enter into an underwriting agreement in customary
form with the representative of the underwriter or underwriters
selected for underwriting by the Company.
(B) Notwithstanding any other
provision of this Section 2, if the representative of the
underwriter or underwriters determines that marketing factors
require a limitation on the number of shares to be underwritten,
the representative may exclude from such Registration and
underwriting some or all of the Registrable Securities which would
otherwise be underwritten pursuant hereto. The Company shall so
advise you, and subject to the next paragraph, the number of shares
of securities that may be included in the Registration and
underwriting by you shall be reduced, by such
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minimum number of shares as is
necessary to comply with such limitation. For the avoidance of
doubt, none of the securities being Registered by the Company for
its own account shall be excluded. If you disapprove of the terms
of any such underwriting, you may elect to withdraw therefrom by
written notice to the Company and the underwriter. Any Registrable
Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.
The Company shall give written
notice to you of the receipt of a request for registration pursuant
to this Section 2(a) and shall provide you with a reasonable
opportunity to participate in the Registration on substantially the
same terms as the Company’s participation therein;
provided , that the Sponsor Shareholders are not treated
more favorably than you with respect to piggyback rights, cutbacks
and other limitations; and provided further , that if the
Registration is for an underwritten offering, the terms of this
Section 2(a)(ii) shall apply to all participants in such
offering.
(b) Company Control . The
Company may decline to file a registration statement referenced to
in Section 2(a), or withdraw such registration statement after
filing, but prior to the effectiveness of the registration
statement; provided that such restriction applies to all
security holders selling securities through such registration
statement; provided further that the Company shall promptly
notify you in writing of any such action. You shall not be
permitted to sell any securities pursuant to Section 2(a) at
any time that the Board determines in good faith that it would be
materially detrimental to the Company or its shareholders for sales
of securities to be made; provided that the Company shall
promptly notify you in writing of any such action. The Company
shall have the sole discretion to select any and all underwriters
that may participate in any underwritten offering.
(c) Expenses of Registration
. All Registration Expenses incurred in connection with any
Registration, qualification or compliance pursuant to this
Section 2 shall be borne by the Company, except that the
following expenses shall be borne by you: (i) the costs and
expenses of counsel to you to the extent you retain counsel (except
the costs of one legal counsel for all selling shareholders to the
extent retained, which shall be borne by the Company);
(ii) underwriting discounts, commissions, fees or similar
compensation owing to underwriters, selling brokers, dealer
managers or other industry professionals, to the extent relating to
the distribution or sale of your securities; and
(iii) transfer taxes with respect to the securities sold by
you.
(d) Registration Procedures .
In the case of each Registration effected by the Company pursuant
to this Section 2, the Company will keep you advised in
writing as to the initiation of each Registration, the effective
time of each such Registration, and the completion thereof. At its
expense, the Company will, subject to the terms of this
Section 2:
(i) keep such Registration that has
become effective continuously current and effective, and not
subject to any stop order, injunction or other similar order or
requirement of the Commission, until the earlier of (x) the
expiration of the Required Period and (y) the date on which
all Registrable Securities covered by such Registration
(i) have been disposed of pursuant to such Registration or
(ii) cease to be Registrable Securities; provided that
in no event will such period expire prior to the expiration of the
applicable period referred to in Section 4(3) of
the
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Securities Act and Rule 174 promulgated
thereunder. In the event of any stop order, injunction or other
similar order or requirement of the Commission or any other
governmental or regulatory authority relating to any Registration,
the Required Period for such Registration will be extended by the
number of days during which such stop order, injunction or similar
order or requirement is in effect.
(ii) furnish such number of copies
of prospectuses, offer documents and other documents incident
thereto as you from time to time may reasonably request;
(iii) notify you as a holder of
Registrable Securities covered by such Registration at any time
when a prospectus relating thereto is required to be delivered
under the Securities Act or other applicable law of the happening
of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing;
(iv) furnish, on the date that such
Registrable Securities are delivered to the underwriters for sale,
if such securities are being sold through underwriters or, if such
securities are not being sold through underwriters, on the date
that the registration statement with respect to such securities
becomes effective, (A) an opinion, dated as of such date, of
the counsel representing the Company for the purposes of such
Registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the shareholders participating in such
Registration and (B) a letter, dated as of such date, from the
independent registered public accountants of the Company, in form
and substance as is customarily given by independent registered
public accountants to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and if permitted
by applicable accounting standards, to the shareholders
participating in such Registration;
(v) before filing any registration
statement, prospectus, offer document and other documents incident
or any amendments or supplements thereto, the Company shall furnish
to and afford you a reasonable opportunity to review and comment on
copies of all such documents (including copies of all exhibits
thereto) proposed to be filed;
(vi) make available upon reasonable
advance notice for inspection by you all financial and other
records, pertinent corporate documents and properties of the
Company as shall be reasonably necessary to enable you to conduct a
reasonable investigation for purposes of Section 11(a) of the
Securities Act and other applicable antifraud and securities laws
and cause the Company’s officers, directors and employees to
make available for inspection all information reasonably requested
by you in connection with such Registration;
(vii) use its commercially
reasonable efforts to cause all Registrable Securities covered by a
Registration to be listed or qualified for trading on any stock
exchange or quotation service on which the Company’s
outstanding Shares are listed or qualified for trading;
(viii) comply with all applicable
rul
