{"id":40546,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-policy-for-corporate-officers-loral-space-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-policy-for-corporate-officers-loral-space-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-policy-for-corporate-officers-loral-space-and.html","title":{"rendered":"Severance Policy for Corporate Officers – Loral Space and Communications Inc."},"content":{"rendered":"

Loral Space & Communications Inc.<\/strong>
\nSeverance Policy for Corporate Officers<\/u><\/strong>
\n(Amended and Restated as of August 4, 2011)<\/strong><\/p>\n

Plan Document<\/u><\/strong><\/p>\n

1. General Information<\/u>.<\/strong><\/p>\n

(a) The Loral Space & Communications Inc. Severance Policy for Corporate
\nOfficers (the “Plan”) provides eligible employees of Loral Space &
\nCommunications Inc. (the “Company”) with severance benefits if they are
\nterminated from employment with the Company or undergo a Separation from Service
\nfor the reasons described herein.<\/p>\n

(b) Notwithstanding any other provision of the Plan, the Plan supersedes any
\nand all prior plans, policies and practices, written or oral, which may have
\npreviously applied governing the payment of severance benefits to “Eligible
\nEmployees.”<\/p>\n

(c) The Plan is adopted and effective as of June 14, 2006, as amended and
\nrestated as of December 17, 2008 and further amended and restated as of August
\n4, 2011 (the “Effective Date”).<\/p>\n

2. Eligibility<\/u>.<\/strong><\/p>\n

(a) You are an “Eligible Employee” for purposes of this Plan if<\/p>\n

(1) you are the Chief Executive Officer of the Company (the “CEO”); or<\/p>\n\n\n\n
\n<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

(A)<\/p>\n<\/td>\n

\n<\/td>\n\n

you are a regular, full-time employee of the Company who is the President,
\nthe Chief Operating Officer, the Chief Financial Officer, an Executive Vice
\nPresident, a Senior Vice President or a Vice President;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n<\/td>\n\n

your primary place of employment is the Company153s corporate headquarters
\nlocated in New York, NY, or such other place designated by the Plan
\nAdministrator;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n

(C)<\/p>\n<\/td>\n

\n<\/td>\n\n

you have been employed by the Company for at least six months; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n

(D)<\/p>\n<\/td>\n

\n<\/td>\n\n

you have been designated by the Plan Administrator to be an Eligible Employee
\nand have not thereafter been disqualified by the Plan Administrator;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

provided<\/u>, however<\/u>, that if (i) the terms and conditions of your
\nemployment are covered by a collective bargaining agreement (unless such
\nagreement provides for participation in the Plan), (ii) you have entered into a
\nwritten agreement with the Company, or (iii) you have received an offer letter
\nfrom the Company, in each case, that provides for payments or benefits upon
\ntermination of employment, and such agreement or offer letter has not expired or
\nlapsed, you shall not be considered an “Eligible Employee” and shall not be
\neligible to participate in this Plan. No individual other than the CEO shall be
\neligible to participate in the Plan as an Eligible Employee unless and until
\nsuch individual meets all of the requirements of sub-clauses (A), (B), (C) and
\n(D) of clause (2) above. Except as specifically prohibited under Section 6
\nherein, any Eligible Employee may be disqualified by the Plan Administrator at
\nany time for any reason. At any time upon your becoming an Eligible Employee or
\nsubsequently becoming disqualified hereunder, the Plan Administrator shall
\nprovide you with written notice of your status as such.<\/p>\n

(b) You are a “Participant” for purposes of this Plan if you are an Eligible
\nEmployee whose employment with the Company and all Affiliates is terminated by
\nthe Company or an Affiliate without Cause (a “Qualifying Termination”);
\nprovided<\/u>, however<\/u>, that none of the following shall be deemed a
\nQualifying Termination and you will not<\/u> be entitled to severance benefits
\nif:<\/p>\n

(1) Your employment is terminated for Cause;<\/p>\n

(2) You voluntarily resign from employment; or<\/p>\n

(3) You cease to be an Eligible Employee due to death, disability or
\nretirement.<\/p>\n

For purposes of this Plan, a Category I Employee who becomes a Participant
\npursuant to this Section 2(b) shall be referred to as a Category I Participant,
\nand a Category II Employee who becomes a Participant pursuant to this Section
\n2(b) shall be referred to as a Category II Participant.<\/p>\n

(c) Notwithstanding anything in the Plan to the contrary, no Participant will
\nbe eligible to receive any severance benefit or Payment (as defined below) under
\nthe Plan unless, and all severance benefits and Payments hereunder shall be
\ndelayed until, the Participant executes and delivers to the Company a general
\nrelease of all claims against the Company and its subsidiaries and Affiliates
\nthat contains all of the provisions set forth in Exhibit A<\/u> hereto and is
\notherwise satisfactory to the Company, and all applicable revocation periods
\ndescribed in such release have expired without such Participant153s having revoked
\nall or a portion of such release. If a Participant fails to execute such release
\non or prior to the Release Expiration Date or timely revokes his acceptance of
\nsuch release thereafter, the Participant shall not be entitled to any severance
\nbenefits or Payments hereunder. Notwithstanding anything herein to the contrary,
\nin any case where the date of a Qualifying Termination and the Revocation
\nExpiration Date fall in two separate taxable years, all Payments and benefits
\nrequired to be provided to a Participant that are treated as deferred
\ncompensation for purposes of Section 409A shall be delayed until the later
\ntaxable year, and in all such cases a Participant shall receive in a lump sum on
\nthe later of (i) the date such release of claims becomes effective following the
\ntimely and proper execution of such release and the<\/p>\n

– 2 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

expiration of any applicable revocation period without revocation by the
\nParticipant, and (ii) the first day of such later taxable year, all severance
\nbenefits and Payments, if any, that, pursuant to the applicable payment schedule
\nherein would have been paid prior to such date but for this Section 2(c). For
\npurposes of this Section 2(c), the term “Release Expiration Date” means the date
\nthat is twenty-one (21) days following the date upon which the Company timely
\ndelivers the release contemplated above, or in the event that such termination
\nof employment is “in connection with an exit incentive or other employment
\ntermination program” (as such phrase is defined in the Age Discrimination in
\nEmployment Act of 1967), the date that is forty-five (45) days following such
\ndelivery date; provided<\/u>, however<\/u>, that in no event shall the
\nCompany deliver the release to a Participant later than January 15 following the
\nyear of such Qualifying Termination. For purposes of this Section 2(c), the term
\n“Revocation Expiration Date” means the date that is twenty-eight (28) days
\nfollowing the date upon which the Company timely delivers the release
\ncontemplated above, or in the event that such termination of employment is “in
\nconnection with an exit incentive or other employment termination program” (as
\nsuch phrase is defined in the Age Discrimination in Employment Act of 1967), the
\ndate that is fifty-two (52) days following such delivery date.<\/p>\n

3. Severance Benefits<\/u>. <\/strong>Participants shall be
\neligible, upon execution of a release and expiration of any applicable waiting
\nperiod, as provided in Section 2(c) above, for cash severance pay under this
\nPlan pursuant to either Section 3(a) or Section 3(b) hereunder, but not both.\n<\/p>\n

(a) Severance Benefit Not in connection with a Corporate Event<\/u>.<\/p>\n

(1) Lump Sum Payment<\/u>. Subject to Section 2(c) above and Section 3(e)
\nbelow, in the event an Eligible Employee becomes a Participant pursuant to
\nSection 2(b), such Participant shall receive a lump sum payment, not subject to
\nMitigation (the “Initial Payment”), within twenty days following such
\nParticipant153s Qualifying Termination, equal to either:<\/p>\n

(x) in the case of a Category I Participant, the greater of:<\/p>\n\n\n\n\n\n
\n<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n<\/td>\n\n

six calendar months153 Pay (i.e., 50% of Pay) (the “Six-Months153-Pay Amount”);
\nand<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n<\/td>\n\n

the sum of (i) three calendar months153 Pay (i.e., 25% of Pay) plus
\n<\/em>(ii) two weeks153 Base Salary for every Year of Service plus <\/em>(iii)
\none twelfth (1\/12th) of two weeks153 Base Salary for every Month of Service in
\nexcess of such Participant153s Years of Service (the “Three-Plus-Two Amount”); or\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(y) in the case of a Category II Participant, the Three-Plus-Two Amount.<\/p>\n

– 3 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Subject to Section 2(c) above and Section 3(d) below, to the extent that such
\nParticipant153s option agreements or other equity award agreements or incentive
\ncompensation agreements with the Company provide for less than 100% vesting upon
\nsuch Qualifying Termination, such Participant shall be entitled to accelerated
\nvesting of such Participant153s unvested options and other equity awards and
\nincentive compensation awards upon such Qualifying Termination of (i) with
\nrespect to time-vested awards, the next full tranche that would have vested on
\nthe next vesting date under such agreements following such Qualifying
\nTermination, and (ii) with respect to awards scheduled to vest upon the
\noccurrence of achieving certain performance or stock-price thresholds, that
\nportion of such awards that would have vested during the twelve (12) months
\nfollowing such Qualifying Termination based on the actual achievement of such
\nthresholds.<\/p>\n

(2) Installment Payments<\/u>. Subject to Section 2(c) above and Section
\n3(d) below, in addition to the Initial Payment, a Participant shall be entitled
\nto an additional severance benefit (the “Additional Severance”). The following
\ntable sets forth, with respect to each category of Participant, (x) the
\naggregate amount of the Additional Severance (which, notwithstanding anything in
\nthe table below to the contrary, shall in no event be less than zero) and (y)
\nthe maximum number of the Company153s regular biweekly pay periods during which
\nthe Additional Severance shall be payable (the “Installment Period”).<\/p>\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Category of Participant<\/p>\n<\/td>\n

\n<\/td>\n\n

Category I Participants<\/p>\n<\/td>\n

\n<\/td>\n\n

Category II Participants<\/p>\n<\/td>\n<\/tr>\n

\n

Aggregate Amount of Additional Severance<\/p>\n<\/td>\n

\n<\/td>\n\n

Either (x) to the extent the Initial Payment equals the Six-Months153-Pay
\nAmount, an amount equal to the Six-Months153-Pay Amount plus <\/em>one year153s
\nBase Salary, or (y) to the extent the Initial Payment equals the Three-Plus-Two
\nAmount, an amount equal to the Six-Months153-Pay Amount plus <\/em>one year153s
\nBase Salary minus <\/em>the excess of the Three-Plus-Two Amount over the
\nSix-Months153-Pay Amount<\/p>\n<\/td>\n

\n<\/td>\n\n

Three calendar months153 Pay (i.e., 25% of Pay)<\/p>\n<\/td>\n<\/tr>\n

\n

Installment Period<\/p>\n<\/td>\n

\n<\/td>\n\n

39 biweekly pay periods<\/p>\n<\/td>\n

\n<\/td>\n\n

6 biweekly pay periods<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Additional Severance shall be payable, subject to the schedule set forth
\nbelow in this Section 3(a)(2), in a series of consecutive biweekly installments
\n(each such installment deemed a separate Payment pursuant to Section 3(i)
\nbelow). With respect to Category I Participants, the first 13 Payments of the
\nAdditional Severance, if any, shall be payable in substantially equal biweekly
\ninstallments aggregating to the lesser of (x) the Six-Months153-Pay Amount and (y)
\nthe aggregate amount of the Additional Severance, and the next 26 Payments of
\nthe Additional Severance, if any, shall be payable in substantially equal
\nbiweekly installments aggregating to the lesser of (i) one year153s Base Salary
\nand (ii) the excess of the aggregate amount of the Additional Severance over the
\nSix-Months153-Pay Amount. With respect to Category II Participants, the Additional
\nSeverance shall be payable in substantially equal biweekly installments during
\nthe Installment Period.<\/p>\n

The intent of this payment schedule is to classify the greatest possible
\nportion of the Additional Severance allowable under law as exempt from the
\nrequirements of Section 409A and to provide for a payment schedule that is
\ncompliant with Section 409A with respect to Payments that cannot be made exempt
\nfrom the provisions thereof. As such, Payments that qualify as Exempt STD
\nPayments, if any, shall be made first, followed by Payments that qualify as
\nExempt Safe Harbor Payments, if any, followed by 409A Payments, if any.<\/p>\n

– 4 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Exempt STD Payments<\/u>. The Payments constituting the Additional
\nSeverance shall commence on the first biweekly payroll date following either (x)
\nin the case of a Category I Participant, the six-calendar-month anniversary of
\nsuch Participant153s Qualifying Termination, or (y) in the case of a Category II
\nParticipant, the three-calendar-month anniversary of such Participant153s
\nQualifying Termination, and shall end on the earlier of (i) the date on which
\nthe entire Additional Severance has been paid to the Participant and (ii) the
\nlast biweekly payroll date that is prior to or concurrent with March 15th of the
\ncalendar year following the calendar year in which such Qualifying Termination
\noccurred. Such Payments shall be deemed Exempt STD Payments as defined in
\nSection 3(k)(1) below. For purposes of clarification, no Payments of Additional
\nSeverance shall be either deemed Exempt STD Payments or paid pursuant to this
\nparagraph in the event such Qualifying Termination occurs on or after the date
\nsuch that pursuant to the payment schedule above the first Payment of the
\nAdditional Severance would be made to the Participant after March 15th of the
\ncalendar year following the calendar year in which the Qualifying Termination
\noccurred.<\/p>\n

Exempt Safe Harbor Payments<\/u>. In the event any Payments constituting
\nAdditional Severance remain unpaid after payment of the Exempt STD Payments
\nabove (or if no Payments may be classified as Exempt STD Payments), and provided
\nsuch Participant has undergone an Involuntary Separation from Service, such
\nunpaid Payments shall commence on the first biweekly payroll date following the
\nlatest of (i) March 15th of the calendar year following the calendar year in
\nwhich the Qualifying Termination occurred, (ii) the date of such Participant153s
\nInvoluntary Separation from Service and (iii) (1) in the case of a Category I
\nParticipant, the six-calendar-month anniversary of such Participant153s Qualifying
\nTermination, or (2) in the case of a Category II Participant, the
\nthree-calendar-month anniversary of such Participant153s Qualifying Termination;
\nand shall cease on the earliest of (x) the date on which the entire Additional
\nSeverance has been paid to the Participant, (y) the last biweekly payroll date
\nthat is prior to or concurrent with the last day of the second calendar year
\nfollowing the calendar year in which such Involuntary Separation from Service
\noccurred and (z) the date on which the aggregate value of the Additional
\nSeverance theretofore paid to the Participant (less the value of the Exempt STD
\nPayments, if any) equals two times the lesser of (A) such Participant153s
\nannualized compensation based upon the annual rate of pay for services provided
\nto the Company for the calendar year prior to the calendar year in which such
\nParticipant undergoes such Involuntary Separation from Service and (B) the
\nmaximum amount that may be taken into account under Section 401(a)(17) of the
\nCode with respect to a plan qualified pursuant to Section 401(a) of the Code for
\nthe calendar year in which such Participant undergoes such Involuntary
\nSeparation from Service. Such Payments shall be deemed Exempt Safe Harbor
\nPayments as defined in Section 3(k)(2) below. For purposes of clarification, no
\nPayments may be deemed Exempt Safe Harbor Payments or paid pursuant to this
\nparagraph unless and until the Participant has undergone an Involuntary
\nSeparation from Service.<\/p>\n

– 5 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

409A Payments<\/u>. In the event any Payments constituting Additional
\nSeverance remain unpaid after payment of all Payments that may be classified as
\nExempt Payments (or if no Payments may be classified as Exempt Payments), and
\nthe Participant has undergone a Separation from Service, such unpaid Payments
\nshall commence on the first biweekly payroll date following either (i) the date
\non which the last Exempt Safe Harbor Payment was paid to the Participant, or
\n(ii) if no Payments may be deemed Exempt Safe Harbor Payments, the latest of (1)
\nMarch 15th of the calendar year following the calendar year in which the
\nQualifying Termination occurred, (2) the date of such Participant153s Separation
\nfrom Service and (3) (x) in the case of a Category I Participant, the
\nsix-calendar-month anniversary of such Participant153s Qualifying Termination, or
\n(y) in the case of a Category II Participant, the three-calendar-month
\nanniversary of such Participant153s Qualifying Termination; subject in all cases
\nto possible delay as set forth in Section 3(l) below.<\/p>\n

The Additional Severance shall be subject to Mitigation (as defined in
\nSection 4 below).<\/p>\n

(b) Severance Benefit in connection with a Corporate Event<\/u>. Subject to
\nSection 2(c) above and Section 3(e) below, in the event an Eligible Employee
\nbecomes a Participant pursuant to Section 2(b) in connection with or in
\ncontemplation of a Corporate Event (whether prior to, upon or following such
\nCorporate Event), such Participant shall receive a lump sum payment, not subject
\nto Mitigation, within twenty days following such Participant153s Qualifying
\nTermination, equal to the following:<\/p>\n

(1) in the case of a Category I Participant, an amount equal to one year153s
\nPay plus <\/em>one year153s Base Salary; or<\/p>\n

(2) in the case of a Category II Participant, an amount equal to (i) six
\ncalendar months153 Pay (i.e., 50% of Pay) plus <\/em>(ii) two weeks153 Pay for
\nevery Year of Service plus <\/em>(iii) one twelfth (1\/12th) of two weeks153 Pay
\nfor every Month of Service in excess of such Participant153s Years of Service.\n<\/p>\n

– 6 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

In addition to the lump sum payment set forth under (1) or (2) above, each
\nsuch Participant shall be entitled upon such Qualifying Termination to
\naccelerated vesting of all outstanding unvested options and other equity awards
\nand incentive compensation awards, including any SS\/L Phantom SARs held by such
\nParticipant, and all outstanding options and other awards subject to exercise
\nheld by each such Participant shall remain exercisable until the option or award
\nexpiration date set forth in such Participant153s option or award agreement or
\nagreements; provided<\/u>, however<\/u>, that any SS\/L Phantom SARs held by
\nsuch Participant shall remain exercisable and shall be automatically settled on
\nthe fixed dates following such Qualifying Termination set forth in such
\nParticipant153s SS\/L Phantom SAR Agreement.<\/p>\n

For all purposes of this Plan, the determination as to whether an Employee153s
\nQualifying Termination is in connection with or in contemplation of a Corporate
\nEvent shall be made by the Plan Administrator, in his or its sole discretion, at
\nor prior to the date of any such Employee153s Qualifying Termination. In the
\nabsence of any such determination, an Employee153s Qualifying Termination
\nfollowing the Effective Date shall be deemed to be in connection with or in
\ncontemplation of a Corporate Event.<\/p>\n

(c) Continued Medical Insurance Coverage<\/u>. In addition to the cash
\nseverance provided in Section 3(a) or 3(b) of the Plan, subject to Section 2(c)
\nabove and Section 3(e) below, each Participant shall be entitled to continued
\nparticipation in the Company153s medical, prescription, dental and vision
\ninsurance coverage following the Participant153s Qualifying Termination through
\none of the following two alternatives:<\/p>\n

(1) A Participant may elect to participate in the Loral Retiree Medical Plan
\nif such Participant elects to begin receiving benefits from the Retirement Plan
\nof Space Systems\/Loral, Inc. (the “SS\/L Retirement Plan”). The Participant shall
\nremain eligible to participate in the Loral Retiree Medical Plan for so long as
\nthe Participant is covered under other medical insurance coverage (e.g., COBRA
\ncontinuation or coverage provided by other employment) and has not allowed such
\nmedical coverage to lapse at any time. The Participant shall make contributions
\ntoward the cost of such Participant153s medical insurance in accordance with the
\nLoral Retiree Medical Plan. The Participant153s contributions will be deducted
\nfrom the Participant153s monthly retirement benefit payment from the SS\/L
\nRetirement Plan.<\/p>\n

(2) The Participant may elect COBRA continuation coverage of medical,
\nprescription, dental and vision insurance for the entire Severance Period (as
\ndefined below); provided<\/u>, however<\/u>, that to the extent the
\nParticipant elects to receive such coverage, the Participant shall be
\nresponsible for payment of the full monthly COBRA premium applicable to such
\nmedical, prescription, dental and vision insurance coverage. To the extent the
\nParticipant elects such COBRA coverage, the Company shall pay to the Participant
\neach month during the Severance Period an amount equal to the excess, if any, of
\nthe full monthly COBRA premiums for such coverage under the Company153s benefit
\nplans under which such medical, prescription, dental and vision insurance
\ncoverage is provided, as in effect from time to time, over the amount of the
\nportion of such premiums the Participant would pay<\/p>\n

– 7 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

if the Participant were an active employee (such payments, the “Medical
\nContinuation Payments”), which payments shall be paid in advance on the first
\npayroll day of each month during the Severance Period, commencing with the month
\nimmediately following the date of termination; provided<\/u>, however<\/u>,
\nif during the Severance Period the Participant obtains employment that offers
\nmedical, prescription, dental or vision insurance coverage, the Medical
\nContinuation Payments shall end on the earlier of (x) the date the Participant
\nbecomes an active participant under the new coverage if the Participant elects
\nto be covered thereunder and (y) the date the Participant declines the new
\ncoverage. To the extent that the Participant declines any such new coverage, the
\nParticipant may elect to continue COBRA coverage for the remainder of the COBRA
\ncoverage period (generally 36 months from the date of termination), if any, but
\nshall not receive Medical Continuation Payments thereafter. After the Severance
\nPeriod, the Participant may elect to continue COBRA coverage for the remainder
\nof the COBRA continuation period (generally 36 months from the date of
\ntermination), if any, provided<\/u> that the Participant shall no longer be
\nentitled to any further Medical Continuation Payments. For purposes of Section
\n3(c) and (d), the term “Severance Period” means the period commencing on an
\nEligible Employee153s Qualifying Termination and continuing for either:<\/p>\n\n\n\n\n\n
\n<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n<\/td>\n\n

for a Category I Participant, twenty-four calendar months; or<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n<\/td>\n\n

for a Category II Participant, (x) six calendar months plus <\/em>(y) a
\nnumber of full calendar months (rounded up to the nearest whole month) equal to:
\n(I) the amount of cash severance to which the Eligible Employee is entitled
\nunder Section 3(b)(2)(ii) and (iii) above divided by <\/em>(II) the monthly
\nrate of Eligible Employee153s Base Salary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any such participation in the Company153s medical, prescription, dental and
\nvision insurance coverage following a Participant153s termination of employment
\nshall be subject to all changes to the Company153s medical, prescription, dental
\nand vision insurance program following the Participant153s termination of
\nemployment, including, but not limited to, any increases in the employee premium
\namounts payable by the employees and the Participant.<\/p>\n

With respect to either alternative (1) or (2) above, the Participant must
\nsubmit or arrange for the submission of all reimbursement requests no later than
\n180 days following the date such expenses are incurred, and the Company shall
\narrange for reimbursement of all such allowable expenses no later than the end
\nof the Participant153s taxable year following the taxable year in which such
\nexpenses are incurred.<\/p>\n

In the event that a Corporate Event occurs, the Company may arrange for
\nalternative post-termination coverage to be provided pursuant to one or more
\ninsurance coverage plans or programs maintained by one or more of the Company153s
\nAffiliates prior to any such Corporate Event or by Telesat Canada or one or more
\nof its affiliates, to the extent that providing such alternative coverage is
\nreasonably practical. In the event that an Employee153s Qualifying Termination is
\nin connection with or in contemplation of a Corporate Event, the Plan
\nAdministrator may, in its absolute discretion, prior to the date of an
\nEmployee153s Qualifying Termination determine, in lieu of the Medical Continuation
\nPayments pursuant to Section 3(c)(2) above, to pay to such Employee upon such
\nQualifying Termination an amount, not subject to Mitigation, in a lump sum
\nwithin twenty (20) days following such Participant153s Qualifying Termination,
\nequal to the sum of the Medical Continuation Payments that otherwise would be
\npaid pursuant to Section 3(c)(2) above.<\/p>\n

– 8 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(d) Continued Executive Life Insurance Coverage<\/u>. In addition to the
\ncash severance provided in Section 3(a) or 3(b) of the Plan and the continued
\nmedical coverage provided in Section 3(c) of the Plan, subject to Section 2(c)
\nabove and Section 3(e) below, to the extent the Company provided executive life
\ninsurance benefits to any Participant immediately prior to such Participant153s
\nQualifying Termination, such Participant shall be entitled following a
\nQualifying Termination that is a Separation from Service to continued
\nparticipation in the executive life insurance benefits provided to such
\nParticipant immediately prior to such Participant153s Qualifying Termination. Such
\nbenefits shall commence on the date of such Participant153s Separation from
\nService and shall continue through the end of the Participant153s Severance Period
\n(such period of continued executive life insurance is referred to hereafter as
\nthe “Continued Insurance Coverage Period”). As such, each year during the
\nContinued Insurance Coverage Period, the Company shall pay to the insurance
\ncompany or companies pursuant to which such Participant was insured while
\nemployed in accordance with the terms of such policy or policies covering such
\nParticipant, the annual premium or premiums due on the individual executive life
\ninsurance policy or policies (the “Life Insurance Continuation Payments”). Such
\npayment or payments shall be made on the date or dates during each such year on
\nwhich such premiums are due; provided<\/u>, however<\/u>, if during the
\nContinued Insurance Coverage Period the Participant obtains Employment that
\noffers comparable executive life insurance benefits, the Company153s obligation to
\nmake premium payments hereunder shall end on the date such Participant becomes
\neligible for such comparable executive life insurance benefits. Each Participant
\nshall be responsible for payment of all applicable payroll taxes with respect to
\nsuch premiums paid by the Company. At the conclusion of the Continued Insurance
\nCoverage Period, a Participant may elect to continue his or her executive life
\ninsurance benefits at his or her own expense, and, to the extent necessary or
\ndesirable, the Company will cooperate with and assist the Participant in
\ntransferring any applicable policy or policies to the Participant153s name and
\nchanging the address to which statements are mailed.<\/p>\n

In the event that an Employee153s Qualifying Termination is in connection with
\nor in contemplation of a Corporate Event, the Plan Administrator may, in its
\nabsolute discretion, prior to the date of an Employee153s Qualifying Termination
\ndetermine, in lieu of the Life Insurance Continuation Payments pursuant to
\nSection 3(d) above, to pay to such Employee upon such Qualifying Termination an
\namount, not subject to Mitigation, in a lump sum twenty (20) days following such
\nParticipant153s Qualifying Termination, an amount equal to the sum of the Life
\nInsurance Continuation Payments that otherwise would be paid pursuant to Section
\n3(d) above.<\/p>\n

– 9 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(e) Discretionary Severance Option<\/u>. Notwithstanding anything in this
\nSection 3 to the contrary, in the event any Eligible Employee becomes a
\nParticipant pursuant to Section 2(b), the Plan Administrator, in his or its sole
\ndiscretion, may offer such Participant an alternative severance benefit in lieu
\nof the severance benefit set forth in Section 3(a), (b), (c) and (d) above,
\nunless such alternative severance benefit would be deemed a “substitute for a
\npayment of deferred compensation” within the meaning of Treasury Regulation
\nSection 409A-3(f) that otherwise violates Section 409A. In the event the Plan
\nAdministrator offers a Participant such an alternative severance benefit
\npursuant to this Section 3(e), the Participant will have a choice between the
\nseverance benefits set forth in Section 3(a), (b), (c) and (d) and the
\nalternative severance benefit offered under this Section 3(e).<\/p>\n

(f) Taxes on Severance Pay<\/u>. All severance benefits pursuant to this
\nSection 3, including without limitation, with respect to Participants who are
\n“highly compensated individuals” for purposes of Section 105 of the Code, the
\nMedical Continuation Payments pursuant to Section 3(b) and executive life
\ninsurance benefits pursuant to Section 3(c), are considered taxable income.
\nExcept as otherwise provided herein, all appropriate federal, state and local
\ntaxes will be withheld from all severance benefits.<\/p>\n

(g) Severance Benefit Offsets<\/u>. Notwithstanding anything herein to the
\ncontrary, the amount of the severance benefit that any Participant is entitled
\nto receive under the Plan shall be the amount calculated in accordance with this
\nSection 3 of the Plan, less all amounts, if any, that such Participant is
\nentitled to receive as a result of the circumstances of his or her termination
\nunder the Federal Worker Adjustment and Retraining Notification Act (Pub. L.
\n100-379) and other similar federal, state or local statutes. Each Participant
\nshall be obligated to cooperate with and respond to the Company153s requests for
\ndocumentation, at any time such Participant is subject to Mitigation, relating
\nto any Compensation then earned by such Participant. During the Installment
\nPeriod, each Participant shall report to the Company in writing the amount of
\nany Compensation earned by, owed to or promised to such Participant on account
\nof such Participant153s Employment, if any. Each Participant subject to Mitigation
\nshall submit to the Company a Mitigation Certification in the form attached
\nhereto as Exhibit B<\/u> upon commencement of the Installment Period, every
\nthree months thereafter and in any event, promptly upon becoming engaged in
\nEmployment.<\/p>\n

(h) Forfeiture of Severance Benefits<\/u>. All rights of a Participant to
\nreceive further severance benefits will be forfeited if the Plan Administrator
\ndetermines, in his or its sole discretion, after the commencement of severance
\nbenefits hereunder to such Participant that (1) the Company had Cause to
\nterminate such Participant153s employment with the Company prior to actual
\ntermination, (2) such Participant has failed to cooperate or respond to the
\nCompany153s request for documentation relating to Compensation earned by such
\nParticipant, as required by Section 3(g), or has falsely responded with respect
\nthereto or (3) following termination of employment, such Participant acts in a
\nmanner detrimental to the best interests of the Company in any material respect.\n<\/p>\n

(i) Continuation of Benefits in the Event of Death<\/u>. In the event a
\nParticipant dies after termination of employment with the Company but prior to
\nreceipt of his or her entire severance benefit, the remaining Payments owing to
\nthe Participant shall be paid in a lump sum to the Participant153s estate, and the
\ncontinued medical, prescription, dental and vision insurance coverage pursuant
\nto Section 3(b) herein shall cease.<\/p>\n

– 10 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(j) Lump Sum and Installment Payments Deemed Separate Payments<\/u>. Each
\nlump sum payment to a Participant pursuant to Section 3(a)(1) or 3(b) herein, or
\nif applicable, pursuant to Section 3(c) and\/or Section 3(d) herein, shall be
\ndeemed a separately identified amount within the meaning of Treasury Regulation
\nSection 1.409A-2(b)(2)(i) and by virtue of Treasury Regulation Section
\n1.409A-2(b)(2)(iii) shall be a separate payment hereunder (each, a “Lump Sum
\nPayment”). In addition, each separate biweekly installment payment provided
\npursuant to Section 3(a)(2) herein and each separate payment pursuant to Section
\n3(c) and\/or Section 3(d) herein shall be deemed a separately identified amount
\nwithin the meaning of Treasury Regulation Section 1.409A-2(b)(2)(i) and by
\nvirtue of Treasury Regulation Section 1.409A-2(b)(2)(iii) shall be a separate
\npayment hereunder (each, an “Installment Payment”) (each Lump Sum Payment and
\neach Installment Payment, a “Payment”).<\/p>\n

(k) Certain Payments Exempt from Section 409A<\/u>.<\/p>\n

(1) Short Term Deferral<\/u>. Each Payment made to a Participant shall be
\nexempt from Section 409A by virtue of Treasury Regulation Section 1.409A-1(b)(4)
\n(the short-term deferral exemption) to the extent that, pursuant to the terms of
\nthe applicable payment schedule hereunder for such Payment, such Payment must be
\nmade on or prior to March 15th of the calendar year immediately following the
\nyear in which such Participant undergoes a Qualifying Termination. The Payments
\nthat are exempt from Section 409A pursuant to this Section 3(k)(1) shall be
\nreferred to herein as “Exempt STD Payments.”<\/p>\n

(2) Separation Pay Safe Harbor<\/u>. Each Payment made to a Participant
\nshall be exempt from Section 409A by virtue of Treasury Regulation Section
\n1.409A-1(b)(9)(iii) (the separation pay plan exemption) to the extent that,
\npursuant to the terms of the applicable payment schedule hereunder for such
\nPayment, such Payment (A) must be made to a Participant (x) after an Involuntary
\nSeparation from Service, (y) following March 15th of the calendar year
\nimmediately following the calendar year in which such Participant undergoes a
\nQualifying Termination and (z) prior to the last day of the second calendar year
\nfollowing the calendar year in which such Involuntary Separation from Service
\noccurs, and (B) is, when added together with all other Payments theretofore paid
\nto such Participant that satisfy the requirements of clause (A) above, no
\ngreater than two times the lesser of (i) such Participant153s annualized
\ncompensation based upon the annual rate of pay for services provided to the
\nCompany for the calendar year prior to the calendar year in which such
\nParticipant undergoes such Involuntary Separation from Service and (ii) the
\nmaximum amount that may be taken into account under Section 401(a)(17) of the
\nCode with respect to a plan qualified pursuant to Section 401(a) of the Code for
\nthe year in which such Participant undergoes such Involuntary Separation from
\nService. The Payments that are exempt from Section 409A pursuant to this Section
\n3(k)(2) shall be referred to herein as “Exempt Safe Harbor Payments.”<\/p>\n

(3) Exempt STD Payments and Exempt Safe Harbor Payments shall be referred to
\nherein collectively as “Exempt Payments,” and the Payments that are not Exempt
\nPayments shall be referred to herein as “409A Payments.”<\/p>\n

– 11 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(l) Delay of Payment for Specified Employees<\/u>. Notwithstanding anything
\nherein to the contrary, in the event that a Participant is a “specified
\nemployee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of
\nthe date such Participant undergoes a Separation from Service, any 409A Payment
\notherwise required to be made to the Participant hereunder shall be delayed for
\nsuch period of time as may be necessary to meet the requirements of Section
\n409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day
\nfollowing the expiration of the Delay Period, the Participant shall be paid, in
\na single cash lump sum, an amount equal to the aggregate amount of all 409A
\nPayments delayed pursuant to the preceding sentence, and any remaining 409A
\nPayments not so delayed shall continue to be paid pursuant to the payment
\nschedule set forth herein.<\/p>\n

(m) Change in Control Acceleration of Installment Payments<\/u>. In the
\nevent that a Corporate Event occurs, which Corporate Event also constitutes a
\n“change in control event” within the meaning of Treasury Regulation Section
\n1.409A-3(i)(5), following the date that any Participant has undergone a
\nQualifying Termination hereunder (but only with respect to Qualifying
\nTerminations occurring after the Effective Date) and during the time that any
\nsuch Participant is receiving Payments hereunder in the form of Installment
\nPayments but before any such Participant has received the last such Installment
\nPayment, the Company shall pay to any such Participant in a lump sum on the date
\nof the consummation of such Corporate Event an amount equal to the aggregate
\nremaining Installment Payments, with respect to such Participant, and such
\nParticipant shall have no further right to any further Installment Payments
\nhereunder.<\/p>\n

4. Definitions<\/u>. <\/strong>For purposes of the Plan, the
\nfollowing definitions shall apply:<\/p>\n

(a) “Affiliate” shall mean each entity, other than the Company, with whom the
\nCompany would be considered a single employer as provided in Treasury Regulation
\nSection 1.409A-1(h)(3).<\/p>\n

(b) “Base Salary” with respect to any Participant, means such Participant153s
\nannual base salary in effect immediately prior to such Participant153s termination
\nof employment with the Company.<\/p>\n

(c) “Category I Employee” shall mean an Eligible Employee who is the Chief
\nExecutive Officer, the President, the Chief Operating Officer, the Chief
\nFinancial Officer or an Executive Vice President of the Company, and with
\nrespect to severance benefits payable in the event of a Corporate Event, a
\nSenior Vice President of the Company.<\/p>\n

(d) “Category II Employee” shall mean an Eligible Employee with the title of
\nVice President who is not a Category I Employee.<\/p>\n

(e) “Cause” shall have the meaning set forth in the Company153s 2005 Stock
\nIncentive Plan or any successor thereto. The determination of whether any
\nconduct, action or failure to act on the part of any Eligible Employee
\nconstitutes Cause shall be made by the Plan Administrator in his or its sole
\ndiscretion.<\/p>\n

– 12 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(f) “Change in Control” shall be deemed to have occurred if: (i) any person
\n(as defined in Section 3(a)(9) of the Exchange Act, and as used in Sections
\n13(d) and 14(d) thereof, including any “group” as defined in Section 13(d)(3)
\nthereof (a “Person”), but excluding the Company, any Affiliate, any employee
\nbenefit plan sponsored or maintained by the Company or any Affiliate (including
\nany trustee of such plan acting as trustee), and any Person who owns 20% or more
\nof the total number of votes that may be cast for the election of directors of
\nthe Company (the “Voting Shares”) as of the Effective Date, becomes the
\nbeneficial owner of 35% of the “Voting Shares”; (ii) the Company undergoes any
\nmerger, consolidation, reorganization, recapitalization or other similar
\nbusiness transaction, sale of all or substantially all of the Company153s assets
\nor combination of the foregoing transactions (a “Transaction”), other than a
\nTransaction involving only the Company and one or more Affiliates, and
\nimmediately following such Transaction the shareholders of the Company
\nimmediately prior to the Transaction do not continue to own at least a majority
\nof the voting power in the resulting entity; (iii) the persons who are the
\nmembers of the Board as of the Effective Date (the “Incumbent Directors”) shall
\ncease (for any reason other than death) to constitute at least a majority of
\nmembers of the Board or the board of directors of any successor to the Company,
\nprovided that any director who was not a director as of the Effective Date shall
\nbe deemed to be an Incumbent Director if such director was elected to the Board
\nby, or on the recommendation of or with the approval of, at least a majority of
\nthe directors who then qualified as Incumbent Directors, either actually or by
\nprior operation of this definition; or (iv) the shareholders of the Company
\napprove a plan of liquidation or dissolution of the Company, or any such plan is
\nactually implemented.<\/p>\n

(g) “Code” means the Internal Revenue Code of 1986, as amended from time to
\ntime.<\/p>\n

(h) “Compensation” means compensation income derived from rendering services,
\nother than Equity-Based Compensation.<\/p>\n

(i) “Corporate Event” means (i) a Change in Control, (ii) a New SS\/L Sale
\nEvent (as defined in the Company153s 2005 Stock Incentive Plan) or an initial
\npublic offering, spin-off, reverse spin-off, non pro rata spinoff, split-off,
\ndividend, distribution to stockholders or other similar transaction involving
\nNew SS\/L or any assets of New SS\/L, (iii) the merger, consolidation or other
\nbusiness combination of the Company, Loral Holdings Corporation (“Holdings”) or
\nSpace Systems\/Loral, Inc. (“SS\/L”), or any of their subsidiaries, with another
\nentity, (iv) the acquisition by the Company, Holdings or SS\/L, or any of their
\nsubsidiaries of all or substantially all of the stock or assets of another
\nentity or (v) the closing or cessation or reduction in the scope of operations,
\nin whole or in part, of the Company153s corporate headquarters in New York, NY.\n<\/p>\n

(j) “Employment” means the state of being an employee, consultant, sole
\nproprietor or director, or having any other position (including self-employment)
\nwith or for any person or entity other than the Company or a subsidiary of the
\nCompany, through which a Participant receives or is or becomes entitled to
\nreceive Compensation.<\/p>\n

(k) “Equity-Based Compensation” means equity-based compensation income
\nderived from rendering services, including, but not limited to, stock options,
\nstock appreciation rights, restricted stock, restricted stock units, phantom
\nstock awards and other equity-based awards, provided such Equity-Based
\nCompensation is granted in the ordinary course of business and not in lieu of
\nany salary, bonus or other compensation or for the purpose of avoiding or
\ncircumventing Mitigation.<\/p>\n

– 13 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(l) “Involuntary Separation from Service” shall mean a Separation from
\nService due to the independent exercise of the unilateral authority of the
\nCompany or an Affiliate to terminate an individual153s services, other than due to
\nthe individual153s implicit or explicit request, where the individual was willing
\nand able to continue performing services.<\/p>\n

(m) “Mitigation” means the reduction, on a prospective basis, of any
\ninstallment severance benefits to which a Participant is entitled pursuant to
\nSection 3 herein (including a reduction to but not below $0) by an amount equal
\nto the Compensation then being received by such Participant or owed or promised
\nto such Participant from any Employment other than Employment with the Company
\nor an Affiliate for services rendered during the Installment Period.<\/p>\n

(n) “Month” shall mean a period of 30 days.<\/p>\n

(o) “Months of Service” shall mean a Participant153s completed full Months of
\nfull-time employment with the Company measured from the most recent anniversary
\nof his\/her date of hire by the Company. For purposes of this definition, a
\nParticipant will receive credit for an additional full Month of Service in
\nexcess of the number of full Months (of 30 days each) of full-time employment
\nwith the Company to the extent he or she has at least an additional 16 days of
\nfull-time employment with the Company.<\/p>\n

(p) “Pay” with respect to any Participant means the sum of (x) the
\nParticipant153s Base Salary plus <\/em>(y) the average of the annual incentive
\nbonus compensation paid to the Participant in the twenty-four calendar months
\nimmediately prior to such Participant153s termination of employment with the
\nCompany.<\/p>\n

(q) “Prior Employment” for any Participant shall mean full-time employment
\nwith the Company prior to one or more breaks in service for such Participant.\n<\/p>\n

(r) “SS\/L Phantom SARs” means the phantom stock appreciation rights tied to
\nthe performance of Space Systems\/Loral, Inc. granted pursuant to a Phantom Stock
\nAppreciation Rights Agreement Relating to Space Systems\/Loral, Inc.<\/p>\n

(s) “Section 409A” means Section 409A of the Code.<\/p>\n

(t) “Separation from Service” with respect to any Eligible Employee shall
\nmean the termination of such Eligible Employee153s employment from the Company and
\nall Affiliates that qualifies as a “separation from service” as provided in
\nTreasury Regulation Section 1.409A-1(h); provided<\/u>, however<\/u>, that a
\nParticipant shall be deemed to have undergone a “termination of employment”
\nwithin the meaning of Treasury Regulation Section 1.409A-1(h)(1)(ii) with the
\nCompany and all Affiliates when the Participant153s level of services to the
\nCompany and all Affiliates is permanently reduced to less than 50% of the level
\nof services provided to the Company and all Affiliates in the immediately
\npreceding thirty-six (36) months.<\/p>\n

– 14 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(u) “Year” shall mean a period consisting of 365 consecutive days (or 366
\nconsecutive days including February 29 of a leap year) (for example, an employee
\nwho is hired on September 7 and remains employed until the following September 6
\nshall receive credit for a Year, regardless of whether such service spans
\nFebruary 29 of a leap year).<\/p>\n

(v) “Years of Service” shall mean a Participant153s completed Years of
\nfull-time employment with the Company measured from his\/her date of hire by the
\nCompany.<\/p>\n

5. Administrative Information<\/u>.<\/strong><\/p>\n

(a) Plan Name<\/u>. The full name of the Plan is the Loral Space &
\nCommunications Inc. Severance Policy for Corporate Officers.<\/p>\n

(b) Plan153s Sponsor<\/u>. The Plan is sponsored by Loral Space &
\nCommunications Inc., 600 Third Avenue, New York, NY 10016, (212) 697-1105.<\/p>\n

(c) Employer Identification Number<\/u>. The employer identification number
\n(EIN) assigned to the Plan Sponsor by the Internal Revenue Service is
\n87-0748324.<\/p>\n

(d) Type of Plan and Funding<\/u>. The Plan is a severance plan for the
\nbenefit of employees of the Company who are members of a select group of
\nmanagement or highly compensated employees. The benefits provided under the Plan
\nare paid from the Company153s general assets. No fund has been established for the
\npayment of Plan benefits. No contributions are required under the Plan.<\/p>\n

(e) Plan Administrator<\/u>.<\/p>\n

(1) The Plan shall be administered by the CEO, provided<\/u>, that, with
\nrespect to the CEO, the Plan shall be administered by Compensation Committee
\n(the “Compensation Committee”) of the Board of Directors of the Company (the
\n“Board”), and as such the term “Plan Administrator” shall refer to the CEO or
\nthe Compensation Committee, as applicable; provided<\/u>, however<\/u>,
\nthat, following a Change in Control, the terms CEO and Compensation Committee as
\nused in this Section 5(e)(1) shall mean the CEO or Compensation Committee, as
\napplicable, immediately prior to such Change in Control.<\/p>\n

(2) The Plan Administrator has full responsibility for the operation of the
\nPlan. No supervisor or other officers of the Company are authorized to interpret
\nprovisions of the Plan or make representations that are contrary to the
\nprovisions of the Plan document as interpreted by the Plan Administrator. All
\ncorrespondence and requests for information should be directed as follows: Loral
\nSpace & Communications Inc., Plan Administrator, Loral Space &
\nCommunications Inc. Severance Policy for Corporate Officers, 600 Third Avenue,
\nNew York, NY 10016, (212) 697-1105.<\/p>\n

– 15 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(3) Subject to the express provisions of this Plan, the Plan Administrator
\nshall have sole authority to interpret the Plan (including any vague or
\nambiguous provisions) and to make all other determinations deemed necessary or
\nadvisable for the administration of the Plan; provided<\/u>, however<\/u>
\nthat the Plan Administrator shall have absolute discretion to determine whether,
\nand the extent to which, a Participant153s Prior Employment shall be considered in
\ndetermining such Participant153s Years of Service or Months of Service, and such
\ndetermination may be different for different Participants under similar or
\ndifferent circumstances. All determinations and interpretations of the Plan
\nAdministrator shall be final, binding, and conclusive as to all persons.<\/p>\n

(f) Agent for Service of Process<\/u>. Should it ever be necessary, legal
\nprocess may be served on the Plan Administrator at: Loral Space &
\nCommunications Inc., 600 Third Avenue, New York, NY 10016, Attn: General
\nCounsel.<\/p>\n

(g) Type of Administration<\/u>. The Plan is administered by Loral Space
\n& Communications Inc.<\/p>\n

(h) Plan Year<\/u>. January 1 : December 31.<\/p>\n

6. Plan Amendment or Termination<\/u><\/strong>. The Company
\nreserves the right, in its sole and absolute discretion to amend or terminate,
\nin whole or in part, any or all of the provisions of the Plan, including an
\namendment that reduces or eliminates the benefits hereunder, by action of the
\nBoard (or a duly authorized committee thereof) at any time; provided<\/u>,
\nhowever<\/u>, that, following a Change in Control, no termination or amendment
\nof the Plan that negatively affects the rights or benefits of any Eligible
\nEmployee or Participant hereunder shall be effective as to such Eligible
\nEmployee or Participant and no Eligible Employee may be disqualified, in either
\ncase, without such Eligible Employee153s or Participant153s consent thereto; and
\nfurther<\/u> provided<\/u>, however<\/u>, that no termination or amendment
\nof the Plan that negatively affects the rights or benefits of any Participant
\nhereunder shall be effective as to such Participant who has undergone a
\nQualifying Termination prior to the date of the amendment or termination of the
\nPlan without such Participant153s consent thereto.<\/p>\n

7. Other Important Plan Information<\/u>.<\/strong><\/p>\n

(a) Employment Rights Not Implied<\/u>. Participation in the Plan does not
\ngive any Eligible Employee the right to be retained in the employ of the
\nCompany, nor does it guarantee any right to claim any benefit except as outlined
\nin the Plan.<\/p>\n

(b) Governing Law<\/u>. This Plan shall be construed and interpreted in
\naccordance with the Employee Retirement Income Security Act of 1974 (“ERISA”),
\nto the extent applicable, and the laws of the State of New York, without regard
\nto the principles of conflicts of law thereof.<\/p>\n

(c) No Liability<\/u>. No director, officer, agent or employee of the
\nCompany shall be personally liable in the event the Company is unable to make
\nany payments under the Plan due to a lack of, or inability to access, funding or
\nfinancing, legal prohibition (including statutory or judicial limitations) or
\nfailure to obtain any required consent. In addition, neither the Plan
\nAdministrator, the Company, any Affiliate of the Company nor any director,
\nofficer, agent or employee of the Company or any Affiliate shall be personally
\nliable by reason of any action taken with respect to the Plan for any mistake of
\njudgment made in good faith, and the Company shall indemnify and hold harmless
\neach director, officer, agent and employee of the Company, including the Plan
\nAdministrator, to whom any duty or power relating to the administration or
\ninterpretation of the Plan may be allocated or delegated, against any reasonable
\ncost or expense (including counsel fees) or liability (including any sum paid in
\nsettlement of a claim with the approval of the Board) arising out of any act or
\nomission to act in connection with the Plan unless arising out of such person153s
\nown fraud, bad faith or gross negligence.<\/p>\n

– 16 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(d) Section 409A Compliance<\/u>. All Payments and benefits hereunder are
\nintended to comply with or be exempt from the provisions of Section 409A. To the
\nextent that there are any ambiguities in this document, they shall be
\ninterpreted and administered consistent with such intent. Notwithstanding the
\nimmediately prior sentence, (i) if any term or provision of this Plan intended
\nto cause a Payment or benefit hereunder to be compliant with Section 409A is
\nfound to cause such Payment or benefit to be noncompliant therewith or (ii) if
\nany term or provision of this Plan intended to cause a Payment or benefit
\nhereunder to be exempt from Section 409A is found to cause such Payment or
\nbenefit to be subject thereto, in each case, in any jurisdiction, such provision
\nshall be struck as void ab initio<\/em>, and a compliant or exempt term or
\nprovision, as applicable, shall be deemed substituted for such noncompliant or
\nnonexempt provision, as applicable, that preserves, to the maximum lawful
\nextent, the intent of the Plan, and any court or arbitrator so holding shall
\nhave authority and shall be instructed to substitute such compliant or exempt
\nprovision; provided<\/u>, however<\/u>, that if any such noncompliance or
\nnonexemption, as applicable, is due to a deficiency of one or more terms or
\nprovisions, such appropriate terms or provisions shall be deemed to be added to
\ncure such noncompliance or nonexemption, as applicable, that preserves, to the
\nmaximum lawful extent, the intent of the Plan, and any such court or arbitrator
\nshall have authority and shall be instructed to supplement the Plan with such
\ncompliant or exempt terms or provisions, as applicable. If, due to the payment
\nschedule herein with respect to any amount payable pursuant hereto, the payment
\nof or entitlement to such amount would cause a Participant to incur any
\nadditional tax or interest under Section 409A, the Company may, after consulting
\nwith such Participant, reform such applicable payment schedule, with respect to
\nsuch Participant only, to the extent necessary to comply with Section 409A, but
\nonly if, after consultation, such payment schedule can be reformed to so comply;
\nprovided<\/u>, however<\/u>, that in no event shall the Company be obligated
\nto reform any payment schedule herein in a manner that would result in an
\nincreased cost to the Company, and any such reformation shall preserve, to the
\nmaximum extent practicable, the economic benefit to such Participant of the
\napplicable amount without violating the provisions of Section 409A. Nothing
\nherein, and no act taken or not taken by the Company in consultation with a
\nParticipant is intended to guarantee compliance with Section 409A. Neither the
\nPlan Administrator, the Company, any Affiliate of the Company nor any employee,
\nofficer or director of the Company or any Affiliate shall be liable to any
\nParticipant for any additional taxes or other penalties incurred or suffered by
\nsuch Participant due to the Plan153s failure to comply with Section 409A.<\/p>\n

8. Claims Appeal Procedure<\/u>.<\/strong><\/p>\n

The following information is intended to comply with the requirements of
\nERISA and provides the procedures an Eligible Employee may follow if he or she
\ndisagrees with any decision about eligibility for Plan payments. The
\ndetermination by the Plan Administrator as to whether any person is an Eligible
\nEmployee is final and binding and is not subject to review.<\/p>\n

(a) An Eligible Employee will be informed as to whether or not he\/she will be
\na Participant under the Plan, and thereby entitled to benefits under the Plan,
\non or before the last day worked. Eligible Employees who believe they are
\nentitled to benefits under the Plan and do not receive notice of their status as
\na Participant, or who have questions about the amounts they receive, must write
\nto the Plan Administrator within thirty (30) days of the date of their
\nrespective termination.<\/p>\n

– 17 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(b) If the Plan Administrator denies an Eligible Employee153s claim for
\nbenefits under the Plan, the Eligible Employee will be sent a letter within
\nninety (90) days (in special cases, more than 90 days may be needed and he or
\nshe will be notified if this is the case) explaining:<\/p>\n

(1) the specific reason or reasons for the denial;<\/p>\n

(2) the specific provisions on which the denial is based;<\/p>\n

(3) any additional material or information necessary for the Participant to
\nperfect the claim and an explanation of why such material or information is
\nnecessary; and<\/p>\n

(4) an explanation of the Plan153s claim review procedure.<\/p>\n

(c) If payment is denied or the Eligible Employee disagrees with the amount
\nof the payment, he or she may file a written request for review within sixty
\n(60) days after receipt of such denial. This request should be filed with the
\nPlan Administrator. The letter which constitutes the filing of an appeal should
\nask for a review and include the reasons why the Eligible Employee believes the
\nclaim was improperly denied, as well as any other appropriate data, questions or
\ncomments. In addition, an Eligible Employee is entitled to:<\/p>\n

(1) review documents pertinent to his or her claim at such reasonable time
\nand location as shall be mutually agreeable to the Eligible Employee and the
\nPlan Administrator; and<\/p>\n

(2) submit issues and comments in writing to the Plan Administrator relating
\nto his or its review of the claim.<\/p>\n

(d) A final decision will normally be reached within sixty (60) days, unless
\nspecial circumstances require an extension of time for processing, in which case
\na decision will be rendered as soon as possible. The Eligible Employee will
\nreceive a written notice of the decision on the appeal, indicating the specific
\nreasons for the decision as well as specific references to the Plan provisions
\non which the decision is based.<\/p>\n

9. The Plan Supersedes All Prior Severance
\nArrangements<\/u><\/strong>. Except as expressly provided in a written employment
\nor other agreement or written offer letter between the Company and an
\nindividual, the Plan and the Loral Space & Communications Inc. Severance
\nPolicy for Corporate Office Employees (the “Severance Policies”) represent the
\nonly policies, plans, arrangements and practices providing severance benefits
\nupon termination of employment, and the Severance Policies supersede all prior
\nwritten or oral policies, plans, arrangements and practices providing severance
\nbenefits upon termination of employment.<\/p>\n

– 18 –<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Exhibit A<\/u><\/p>\n

[Form of General Release]<\/p>\n

1. Opportunity for Review and Revocation<\/u>. You have twenty-one (21)
\ndays to review and consider this release (this “Release”). Notwithstanding
\nanything contained herein to the contrary, this Release will not become
\neffective or enforceable for a period of seven (7) calendar days following the
\ndate of its execution, during which time you may revoke your acceptance of this
\nRelease by notifying Avi Katz, in writing. To be effective, such revocation must
\nbe received by the Company no later than 5:00 p.m. local time on the seventh
\ncalendar day following its execution. Provided that the Release is executed and
\nyou do not revoke it, the eighth (8th) day following the date on which this
\nRelease is executed shall be its effective date (the “Effective Date”). In the
\nevent of your revocation of this Release pursuant to this Section 1, this
\nRelease will be null and void and of no effect, and the Company will have no
\nfurther obligations to you hereunder or, except where explicitly provided
\notherwise therein, under the Plan.<\/p>\n

2. Waiver and Release of Claims<\/u>.<\/p>\n

(a) As used in this Release, the term “claims” will include all claims,
\ncovenants, warranties, promises, undertakings, actions, suits, causes of action,
\nobligations, debts, accounts, attorneys153 fees, judgments, losses and
\nliabilities, of whatsoever kind or nature, in law, equity or otherwise.<\/p>\n

(b) You hereby waive and release any and all claims and potential claims,
\nknown and unknown, you have against the Company, parent companies, related
\ncorporations, subsidiaries or affiliates, or their officers, directors,
\nemployees or agents, relating to or arising out of, your employment with the
\nCompany and the termination of your employment, including, without limitation,
\nclaims as to tax consequences to you of any payments made to you by the Company.
\nThis Release applies to all claims relating to your employment, including, but
\nnot limited to, claims arising under the New York State Executive Law or the New
\nYork City Civil Rights Law, any statutory, contract or tort claims and any
\nclaims arising under Title VII of the Civil Rights Act, the Americans with
\nDisabilities Act, the Age Discrimination in Employment Act of 1967, the Older
\nWorkers Benefit Protection Act of 1990 or the Fair Labor Standards Act. This
\nRelease does not apply to any claims not covered herein that arise after the
\ndate this release is executed by you and delivered to the Company, nor does this
\nwaiver and release limit your ability to enforce the terms of this Release.<\/p>\n

(c) You acknowledge and agree that as of the Effective Date, you have no
\nknowledge of any facts or circumstances that give rise or could give rise to any
\nclaims under any of the laws listed in the preceding paragraph.<\/p>\n

(d) You specifically release all claims relating to your employment and its
\ntermination under ADEA, a United States federal statute that, among other
\nthings, prohibits discrimination on the basis of age in employment and employee
\nbenefit plans.<\/p>\n

(e) Notwithstanding any provision of this Release to the contrary, by
\nexecuting this Release, you are not releasing any claims relating to any
\nindemnification rights you may have as a former officer or director of the
\nCompany or its subsidiaries in accordance with the Company153s or such
\nsubsidiary153s bylaws, as the case may be.<\/p>\n

Exhibit A : Page 1<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

3. Knowing and Voluntary Waiver<\/u>. You expressly acknowledge and agree
\nthat you:<\/p>\n

(a) Are able to read the language, and understand the meaning and effect, of
\nthis Release;<\/p>\n

(b) Have no physical or mental impairment of any kind that has interfered
\nwith your ability to read and understand the meaning of this Release or its
\nterms, and that your not acting under the influence of any medication, drug or
\nchemical of any type in entering into this Release;<\/p>\n

(c) Are specifically agreeing to the terms of the release contained in this
\nRelease because the Company has agreed to pay you the amounts set forth in the
\nPlan. The Company has agreed to provide such amounts because of your agreement,
\namong others, to accept it in full settlement of all possible claims you might
\nhave or ever had, and because of your execution of this Release;<\/p>\n

(d) Understand that, by entering into this Release, you do not waive rights
\nor claims under ADEA that may arise after the Effective Date;<\/p>\n

(e) Had or could have had twenty-one (21) calendar days in which to review
\nand consider this Release;<\/p>\n

(f) Were advised to consult with your attorney regarding the terms and effect
\nof this Release and<\/p>\n

(g) Have signed this Release knowingly and voluntarily.<\/p>\n

4. No Suit<\/u>. You represent that you have not filed or permitted to be
\nfiled against the Company or any related companies, individually or
\ncollectively, any complaints or lawsuits arising out of your employment, or any
\nother matter arising on or prior to the date hereof.<\/p>\n

5. Successors and Assigns<\/u>. The provisions hereof shall enure to the
\nbenefit of your heirs, executors, administrators, legal personal representatives
\nand assigns and shall be binding upon your heirs, executors, administrators,
\nlegal personal representatives and assigns.<\/p>\n

6. Severability<\/u>. If any provision of this Release shall be held by any
\ncourt of competent jurisdiction to be illegal, void or unenforceable, such
\nprovision shall be of no force and effect. The illegality or unenforceability of
\nsuch provision, however, shall have no effect upon and shall not impair the
\nenforceability of any other provision of this Release.<\/p>\n

7. Non-Disparagement<\/u>. You agree to refrain from making any
\ndisparaging, negative or uncomplimentary statements regarding the Company, any
\nrelated companies and\/or any officers, employees or other service providers of
\nthe Company or related companies.<\/p>\n

Exhibit A : Page 2<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

8. Non-Disclosure<\/u>. You shall not disclose the nature or terms of this
\nRelease or the negotiations that led to this Release to any person or entity,
\nother than your spouse, tax advisors and legal counsel, without the written
\nconsent of the Company, unless required to do so by law.<\/p>\n

9. Non-Admission<\/u>. Nothing contained in this Release will be deemed or
\nconstrued as an admission of wrongdoing or liability on the part of you or the
\nCompany.<\/p>\n

10. Entire Agreement<\/u>. This Release and the Plan together constitute
\nthe entire understanding and agreement of the parties hereto regarding the
\ntermination of your employment. This Release and the Plan supersede all prior
\nnegotiations, discussions, correspondence, communications, understandings and
\nagreements between the parties relating to the subject matter of this Release.\n<\/p>\n

11. Governing Law<\/u>. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS RELEASE
\nSHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS
\nOF THE STATE OF NEW YORK, APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN
\nTHAT STATE. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS RELEASE
\nSHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL COURT IN THE STATE OF NEW YORK. BY
\nEXECUTION OF THE RELEASE, THE PARTIES HERETO, AND THEIR RESPECTIVE AFFILIATES,
\nCONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURT, AND WAIVE ANY RIGHT TO
\nCHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION OR
\nPROCEEDING UNDER OR IN CONNECTION WITH THE RELEASE. EACH PARTY TO THIS RELEASE
\nALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT,
\nACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.<\/p>\n

Exhibit A : Page 3<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Exhibit B<\/u><\/p>\n

[Form of Mitigation Certification]<\/p>\n

In accordance with the Loral Space & Communications Inc. (“Loral”)
\nSeverance Policy for Corporate Officers and a General Release and Termination
\nAgreement effective (the “Severance Arrangement”), I am entitled to receive or
\nam currently receiving severance payments that are subject to mitigation.
\nPursuant to the Severance Arrangement, at the inception of the period during
\nwhich I am entitled to receive severance payments in a series of installments
\nand every three months thereafter during such installment payment period (the
\n“Mitigation Period”), I am required to certify my employment status. Pursuant to
\nthese requirements, I hereby certify that, as of :<\/p>\n

o I am not currently engaged in Employment (as defined in the Severance
\nArrangement), nor do I have any definitive expectations for Employment prior to
\nmy next certification.<\/p>\n

o I am currently engaged in Employment.<\/p>\n

My current annual salary or compensation is $ <\/u>($ <\/u>\/biweekly) and
\nmy target bonus or incentive compensation for the current year is $ <\/u>. The
\nfollowing is a list of all other compensation that I am entitled to in
\nconnection with my current Employment, including any amount received as a
\nsigning bonus and any amount of compensation promised or owed to me but not yet
\npaid to me:<\/p>\n

I understand that any or all of the installments severance payments due to me
\npursuant to the Severance Arrangements are subject to reduction on a
\ndollar-for-dollar basis based on the compensation that I am entitled to receive
\nin connection with my current Employment.<\/p>\n

Exhibit B : Page 1<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

o Although I am not currently engaged in Employment as of the above date, I
\ndo expect to be employed as of , which is prior to my next mitigation
\ncertification.<\/p>\n

My expected annual salary or compensation will be $ <\/u>($
\n<\/u>\/biweekly) and my target bonus or incentive compensation for the first year
\nof Employment will be $ <\/u>. The following is a list of all other
\ncompensation that I expect to be entitled to in connection with such Employment,
\nincluding any amount to be received as a signing bonus and any amount of
\ncompensation promised or owed to me but that will not be paid to me immediately:\n<\/p>\n

I understand that any or all of the installment severance payments due to me
\npursuant to the Severance Arrangements are subject to reduction on a
\ndollar-for-dollar basis based on the compensation that I am entitled to receive
\nin connection with such Employment.<\/p>\n

Lastly, I understand if my Employment status changes at any time during the
\nMitigation Period, I am required to and will immediately notify Loral of such
\nchange.<\/p>\n

Signature:<\/p>\n

Date:<\/p>\n

Exhibit B : Page 2<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8077],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9539,9551],"class_list":["post-40546","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-loral-space---communications-ltd","corporate_contracts_industries-aerospace__space","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40546","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40546"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40546"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40546"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40546"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}