8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 14, 2011

Loral Space & Communications Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-14180	87-0748324
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
600 Third Avenue, New York, New York		10016
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (212) 697-1105

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 14, 2011, the Compensation Committee of the Board of Directors of Loral Space & Communications Inc. (the "Company" or "Loral") approved, and, on July 19, 2011, the Company and Mr. Michael B. Targoff entered into the First Amendment of Employment Agreement between the Company and Mr. Targoff (the "Amendment"). The Amendment amends the Amended and Restated Employment Agreement dated as of December 17, 2008 by and between Loral and Mr. Targoff (the "Employment Agreement") and provides for, among other things, an extension of the term of Mr. Targoff’s employment as Chief Executive Officer of the Company to December 31, 2011, an increase in Mr. Targoff’s base salary rate for 2011 to $1,094,525 per year and deletion of the provision that entitled Mr. Targoff to a tax gross-up with respect to excise taxes resulting from excess parachute payments. The Amendment is effective retroactive to December 31, 2010, the expiration of the employment term under the Employment Agreement. The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.

10.1 First Amendment of Employment Agreement dated as of July 19, 2011 between Loral Space & Communication Inc. and Michael B. Targoff (Management compensation plan)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Loral Space & Communications Inc.
July 20, 2011	By:	Avi Katz
		Name: Avi Katz
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	First Amendment of Employment Agreement dated as of July 19, 2011 between Loral Space & Communication Inc. and Michael B. Targoff (Management compensation plan)

EX-10.1

FIRST AMENDMENT OF EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT (this “Amendment”), made as of the 19th day of July, 2011 and effective as of December 31, 2010, of the Employment Agreement, dated as of May 28, 2006 and as amended and restated as of December 17, 2008 (the “Original Agreement”), by and between Loral Space & Communications, Inc., a Delaware corporation (hereinafter referred to as the “Company”) and Michael B. Targoff (the “Executive”);

W I T N E S S E T H:

WHEREAS, Executive has been employed by the Company pursuant to the Original Agreement through the end of its employment term on December 31, 2010 and thereafter, at will;

WHEREAS, the Company desires to continue to employ Executive subject to the terms of the Original Agreement retroactive to the expiration of the employment term thereunder, as modified by this Amendment, and Executive desires to enter into this Amendment and to accept such continued employment, subject to the terms and provisions of the Original Agreement as modified by this Amendment.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and the Executive hereby amend the Original Agreement, effective as of December 31, 2010, as follows:

1. Section 2 of the Original Agreement is hereby amended and restated in its entirety as follows:

The term of Executive’s employment under this Agreement shall begin as of March 1, 2006, and, unless sooner terminated as provided in Section 6, shall conclude on December 31, 2011 (the “Term”).

2. Section 4(a) of the Original Agreement is hereby amended by adding the following language to the end of the first sentence thereof: “for calendar years prior to 2011, and for calendar years 2011 and thereafter, at the rate of $1,094,525 per calendar year.”

3. Section 7(c) of the Original Agreement is hereby amended by replacing the third and fourth sentences thereof with the following:

Following the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, (i) the Company shall provide Executive with access to medical and dental coverage, upon the same terms and conditions generally applicable to similarly situated executives who remain employed with the Company, for a period of eighteen (18) months; provided, however, that to the extent the Executive elects to receive such coverage, the Executive shall be responsible for payment of the full monthly COBRA premium applicable to such medical and dental coverage (the “Health Benefits”); and (ii) for eighteen (18) months after the date of termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, the Company shall pay Executive each month an amount equal to the excess, if any, of the full monthly COBRA premiums for such coverage under the Company’s benefit plans under which such medical and dental coverage is provided, as in effect from time to time, over the amount of the portion of such premiums Executive would pay if Executive was an active employee (such payments, the “Continuation Payments”), which payment shall be paid in advance on the first payroll day of each month during the such 18-month period, commencing with the month immediately following the date of termination; provided, however, that the first such payment shall be made on the date sixty (60) days after the date of termination, and will include payment of any amounts that were otherwise due prior thereto; further provided, however, that the Company’s obligations to provide the Health Benefits and to make the Continuation Payments shall expire if the Executive commences new employment prior to the expiration of such eighteen (18)-month period and becomes covered by substantially similar benefits.

In addition, following the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, the Company shall provide Executive with life insurance coverage, upon the same terms and conditions applicable generally to similarly situated executives who remain employed with the Company, for a period of eighteen (18) months following the date of termination; provided, however, that the Executive shall be responsible for payment of the regular employee portion of the monthly insurance premiums for such insurance applicable to similarly situated executives who remain employed with the Company and the Company shall be responsible for payment of the regular Company portion of the monthly insurance premium for such insurance applicable to similarly situated executives who remain employed with the Company (the “Life Insurance Benefits”); further provided, however, that the Company’s obligations to provide the Life Insurance Benefits shall expire if the Executive commences new employment prior to the expiration of such eighteen (18)-month period and becomes covered by substantially similar benefits.

Notwithstanding anything herein to the contrary, the Continuation Payments and the Company portion of the monthly life insurance premiums provided pursuant to the immediately preceding sentence shall be taxable income to the Executive in the year in which such Continuation Payments are made and in which such life insurance coverage is provided, respectively.

4. Section 8 (“280G Gross-Up”) is hereby deleted in its entirety, and the phrase “[RESERVED]” substituted thereof.

5. Schedule I of the Original Agreement is hereby amended by deleting the reference to “Executive Medical $4,000.”

6. Except as otherwise set forth herein, the Original Agreement (and, for the avoidance of doubt, Schedule I thereto) shall remain unchanged and in full force and effect.

[Remainder of Page Intentionally Blank — Signature Page Follows]

LORAL SPACE & COMMUNICATIONS INC.

By: /s/ Avi Katz
Name: Avi Katz
Title: Senior Vice President, General Counsel
and Secretary

MICHAEL B. TARGOFF

/s/ Michael B. Targoff

LORAL HOLDINGS CORPORATION (solely for purposes of Section 14(m) hereof)

By: /s/ Avi Katz
Name: Avi Katz
Title: Senior Vice President and Secretary

SPACE SYSTEMS/LORAL, INC. (solely for purposes of Section 14(m) hereof)

By: /s/ Avi Katz
Name: Avi Katz
Title: Senior Vice President and Secretary