| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On December 2, 2021, Intelsat S.A. (the “Company”) announced that Samer Halawi has decided to resign from his position as the Company’s Chief Commercial Officer. Mr. Halawi will remain in his role through the end of 2021 and will stay on in an advisory role thereafter through the Company’s restructuring process in connection with its voluntary cases under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia (the “Chapter 11 Cases”).
In connection with Mr. Halawi’s resignation, the Company’s subsidiary, Intelsat US LLC (“Intelsat”), entered into a Transition and Separation Letter Agreement with Mr. Halawi on December 1, 2021 (the “Agreement”). Pursuant to the terms of the Agreement, beginning as of the date thereof (the “Transition Date”) through December 31, 2021, Mr. Halawi will continue to fulfill his duties and responsibilities as Intelsat’s Chief Commercial Officer and will assist Intelsat, as reasonably requested, in transitioning such duties and responsibilities to his successor or such other person(s) designated by Intelsat. Effective January 1, 2022, Mr. Halawi will be placed on paid garden leave until the date on which Intelsat emerges from bankruptcy in accordance with the Second Amended Joint Chapter 11 Plan of Reorganization of Intelsat S.A. and Its Debtor Affiliates (as amended, the “Plan”) for the Chapter 11 Cases (the “Emergence Date”), and the Emergence Date will constitute the last day of Mr. Halawi’s employment with Intelsat, subject to (i) Intelsat’s ability to terminate Mr. Halawi’s employment for Cause (as defined in the Employment Agreement, dated January 9, 2018, between Mr. Halawi and Intelsat (as amended, the “Employment Agreement”)) and (ii) Mr. Halawi’s ability to terminate his employment without Good Reason (as defined in the Employment Agreement), in each case, at an earlier time.
Pursuant to the Agreement, unless Mr. Halawi (i) resigns prior to the Emergence Date or (ii) is terminated for Cause, Mr. Halawi will be entitled to (A) 100% of the payments due to him under the Company’s Key Employee Incentive Plan (as previously disclosed), based on actual performance, without any proration, and (B) a lump sum cash severance payment in the amount of $1,188,000, subject to his execution and non-revocation of a general release of claims and continued compliance with the terms of the Agreement. Except as described above, the Agreement does not materially modify the Employment Agreement.
