Exhibit 10.3
CLASS A RESTRICTED SHARE
AGREEMENT
(Rollover Restricted
Shares)
This CLASS A RESTRICTED SHARE
AGREEMENT (this “ Agreement ”) is executed on
May 6, 2009 by Intelsat Global, Ltd. (formerly known as
Serafina Holdings Limited and referred to herein as the “
Company ”) and Phillip L. Spector (the “
Employee ”);
WHEREAS, the Company entered into
that certain Share Purchase Agreement, dated as of June 19,
2007, by and among the Company, Serafina Acquisition Limited,
Intelstat Holdings, Ltd. (“ Intelsat ”) and the
selling shareholders named therein (the “ Share Purchase
Agreement ”); and
WHEREAS, the transaction
contemplated by the Share Purchase Agreement (the “
Acquisition ”) has been consummated as of
February 4, 2008; and
WHEREAS, the Class A Restricted
Shares subject to this Agreement (each a “ Class A
Restricted Share ” and collectively the “ Class
A Restricted Shares ”) were issued as of February 4,
2008 (the “ Issuance Date ”) under that certain
Contribution and Subscription Agreement, dated as of the Issuance
Date, by and among the Company and the investors named therein (the
“ Contribution Agreement ”); and
WHEREAS, the Employee contributed to
the Company as of the Issuance Date one or more restricted shares
issued under the Intelsat Holdings, Ltd. 2005 Share Incentive Plan
(each an “ Original Restricted Share ” and
collectively the “ Original Restricted Shares ”)
in exchange for the Class A Restricted Shares; and
WHEREAS, the Company wishes to carry
out the Intelsat Global, Ltd. 2008 Share Incentive Plan (as it may
be amended from time to time, the “ Plan ”), the
terms of which are hereby incorporated by reference and made a part
of this Agreement; and
WHEREAS, the Committee appointed to
administer the Plan pursuant to Section 3 of the Plan has
determined that it would be to the advantage and best interest of
the Company and its shareholders to enter into this Agreement with
the Employee as an inducement to remain in the service of the
Company or one or more of its Subsidiaries (the “
Employer ”); and
WHEREAS, the Employee and the
Company acknowledge and agree that, upon and following the date
hereof, the Class A Restricted Shares shall be governed solely
by the Plan and this Agreement; and
WHEREAS, this Agreement memorializes
certain terms and conditions applicable to the Class A
Restricted Shares;
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the parties hereto do hereby agree as
follows:
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1.
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Capitalized
Terms . Capitalized terms
not defined herein shall have the meaning ascribed to such terms in
the Plan.
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2.
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Issuance . Upon execution of the Contribution Agreement,
the Company or one of its Affiliates issued to the Employee
70,165.54 Class A Restricted Shares, par value U.S. $.001 per
share in exchange for 17,527.94 Original Restricted Shares. The
Employee acknowledges that the Class A Restricted Shares will
be subject to the terms and conditions set forth in this Agreement
and shall continue to be subject to a substantial risk of
forfeiture and restrictions on transferability.
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3.
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83(b)
Election . The Employee
has previously made a timely election with the Internal Revenue
Service (the “ IRS ”) under Section 83(b)
of the Internal Revenue Code of 1986, as amended (the “
Code ”) and the regulations promulgated thereunder
(the “ 83(b) Election ”).
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4.
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Equity
Plan . The Class A
Restricted Shares and this Agreement shall be subject to the terms
of the Plan, to the extent the terms of such Plan are not
inconsistent with the terms of this Agreement. In the event of any
inconsistency between the terms of the Plan and the terms of this
Agreement, this Agreement shall govern.
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5.
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Vesting . So long as the Employee becomes a party to the
Management Shareholders Agreement with respect to any Class A
Restricted Shares, the Class A Restricted Shares shall vest
over twenty-four months in twenty-four equal monthly installments
of 2923.56 shares each on the last day of each calendar month
commencing on February 29, 2008 so that the all of the
Class A Restricted Shares shall be vested on January 31,
2010, subject to the Employee’s continued employment on the
date of vesting and to Section 6 below. Notwithstanding the
foregoing, immediately prior to the first Change in Control to
occur following the Issuance Date (and subject to the consummation
of such Change in Control), any unvested Class A Restricted
Shares shall become fully vested.
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6.
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Termination
of Employment .
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(a)
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Termination
without Cause or for Good Reason . In the event of the Employee’s
Termination of Employment by the Employer without Cause or by the
Employee for Good Reason (as defined in the employment agreement by
and among the Company, Intelsat, Ltd. and the Employee dated as of
May 6, 2009 and effective as of February 4, 2008 (the
“ Employment Agreement ”)):
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(i)
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Treatment . Any unvested Class A Restricted Shares
(and the related cash dividends and proceeds thereof held by the
Company in accordance with Section 8 hereof (“
Custodial Dividends ”), if any, with respect to such
Class A Restricted Shares which have not vested at the time of
the dividend payment) shall vest as of the date of
termination.
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(ii)
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Repurchase Right
. Subject to Section 7 hereof,
any Class A Shares held by the Employee as a result of the
vesting of Class A Restricted Shares may be repurchased by the
Company at any time during the two-year
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period following the date of
Termination of Employment, at a purchase price per Class A
Share equal to the Fair Market Value of such Class A Share as
of the date of such repurchase. Notwithstanding the foregoing, if
any Class A Restricted Shares are repurchased by the Company
(or the Sponsor Shareholder pursuant to Section 11 of the
Management Shareholders Agreement) during the period commencing
with such Termination of Employment and ending on the six month
anniversary of such Termination of Employment (the “
Involuntary Termination Protected Period ”), and,
subsequent to such repurchase, but prior to the expiration of the
Involuntary Termination Protected Period either (A) an Initial
Public Offering occurs, or (B) the Company enters into a
definitive agreement with respect to a Change in Control
transaction, then, upon the consummation of such Change in Control
pursuant to the terms of such definitive agreement or the
consummation of such Initial Public Offering, as the case may be,
the Company shall pay to the Employee within sixty (60) days
after the consummation of such Change in Control or Initial Public
Offering an amount equal to the excess, if any, of (x) the
Fair Market Value of such Class A Restricted Shares on the
date of the Change in Control or the Initial Public Offering over
(y) the purchase price paid to the Employee for such
Class A Restricted Shares.
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(b)
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Resignation
by the Employee .
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(i)
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Treatment . In the event of a Termination of Employment by
the Employee other than for Good Reason or due to death or
Permanent Disability, all unvested Class A Restricted Shares
(and the related Custodial Dividends paid, if any, with respect to
such Class A Shares which have not vested at the time of the
dividend payment) shall be immediately forfeited.
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(ii)
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Repurchase Right
. Any Class A Shares held by
the Employee as a result of the vesting of Class A Restricted
Shares may be repurchased by the Company at any time during the
two-year period immediately following the date of any Termination
of Employment that occurs during the period beginning on the
Issuance Date and ending on July 31, 2010, at a purchase price
per Class A Share equal to the lesser of (1) the Fair
Market Value of such Class A Share on the date of such
termination, or (2) (A) the Fair Market Value of such
Class A Share on the date of the Closing minus (B) the
value of any dividends, distributions, or dividend equivalents
previously paid to the Employee in respect of such Class A
Share (subject to equitable adjustment in the Committee’s
good faith discretion to reflect dividends, distributions,
corporate transactions, or similar events, to the extent not
reflected in (2)) but in no event less than the par value of
such Share. With respect to any Termination of Employment following
July 31, 2010, any Class A Shares held by the Employee as
a result of the vesting of Class A Restricted Shares may be
repurchased by the Company
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at any time during the two-year
period immediately following the date of such Termination of
Employment at the Fair Market Value of such Class A Share on
the date of such repurchase.
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(c)
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Death and
Permanent Disability .
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(i)
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Treatment . In the event of the Employee’s
Termination of Employment by reason of the Employee’s death
or Permanent Disability (as defined in the Employment Agreement),
any Class A Restricted Shares (and the related Custodial
Dividends paid, if any, with respect to such Class A Shares
which have not vested at the time of the dividend payment) that are
not vested as of the date of death or date of Termination of
Employment due to Disability shall vest as of the date of death or
date of Termination of Employment due to Disability.
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(ii)
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Repurchase
of Vested Shares .
Subject to Section 7 hereof, following the Termination of
Employment due to death or Disability described above, any
Class A Shares held by the Employee as a result of the vesting
of Class A Restricted Shares may be repurchased by the Company
at any time during the two-year period following the date of
Termination of Employment at a purchase price per Class A
Share equal to the Fair Market Value of such Class A Share as
of the date of such repurchase. Notwithstanding the foregoing, if
any Class A Restricted Shares are repurchased by the Company
(or the Sponsor Shareholder pursuant to Section 11 of the
Management Shareholders Agreement) during the period commencing
with such Termination of Employment and ending on the six month
anniversary of such Termination of Employment (the “
D & D Protected Period ”), and, subsequent to
such repurchase, but prior to the expiration of the D & D
Protected Period, either (A) an Initial Public Offering
occurs, or (B) the Company enters into a definitive agreement
with respect to a Change in Control transaction, then, upon the
consummation of such Change in Control pursuant to the terms of
such definitive agreement or the consummation of such Initial
Public Offering, as the case may be, the Company shall pay to the
Employee within sixty (60) days after the consummation of such
Change in Control or Initial Public Offering an amount equal to the
excess, if any, of (x) the Fair Market Value of such
Class A Restricted Shares on the date of the Change in Control
or the Initial Public Offering over (y)
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