[EXECUTION COPY]

GENERAL RELEASE

This General Release Agreement (the “Agreement”) is made by and between Loral Space & Communications Inc. (“Loral” or the “Company”), and Michael B. Targoff (“Employee”).

In consideration of the terms and conditions contained herein, the parties agree as follows:

1. The Company and Employee entered into an Employment Agreement, dated as of March 28, 2006, amended and restated as of December 17, 2008, and further amended by the First Amendment thereto dated as of July 19, 2011 and the Second Amendment thereto dated as of January 17, 2012 (as so amended, the “Employment Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Employment Agreement.

Pursuant to the Employment Agreement, the Company agreed to provide Employee with certain severance payments and/or benefits in the event that Employee’s employment is terminated under Section 7 of the Employment Agreement, subject to Employee’s valid execution of a general release of claims.

2. Employee’s last day of employment with the Company (including his position as Chief Executive Officer and President and his position as an officer of certain of the Company’s subsidiaries and affiliates) was December 14, 2012. Notwithstanding Section 7(g) of the Employment Agreement, Employee shall not be deemed to have resigned his positions on the Board of Directors of the Company and its subsidiaries and shall continue in such positions.

Employee will be entitled to receive the following benefits in connection with the termination of his employment as provided by the Employment Agreement (“Severance Benefits”):

(a) The Company will pay Employee a lump sum, at the earliest time permitted in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, a termination payment in an amount equal to $5,606,704.00, less required withholdings.

(b) Employee shall be entitled to continued participation in the Company’s medical, prescription, dental and vision insurance coverage following Employee’s termination through one of the following alternatives: (i) participation in the Loral Retiree Medical Plan if Employee elects retirement; (ii) COBRA continuation coverage as set forth in his Employment Agreement; or (iii) as part of benefits provided to members of the Board of Directors of the Company.

(c) Employee’s group life and disability insurance shall cease on his termination date. In lieu of continuation of Employee’s executive life insurance benefits, the Company shall pay to Employee, at the earliest time permitted in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, $35,790.00, representing the sum of (x) the annual premium payment of $3,440.00 due on each of January 18, 2013 and January 18, 2014 with respect to Employee’s U.S. Life policy (#WH00300837—Initial Insured Amount $1,000,000); (y) the annual premium payment of $14,420.00 due on October 26, 2013 with respect to Employee’s Transamerica policy (#41672976—Initial Insured Amount $5,000,000); and (z) the annual premium payment of $7,245.00 due on each of December 28, 2012 and December 28, 2013 with respect to Employee’s Transamerica policy (#41731827—Initial Insured Amount $2.500,000). Employee shall be responsible for payment of all applicable payroll taxes with respect to premium reimbursements paid to him by the Company. Employee may elect to continue his executive life insurance benefits at his own expense, and, to the extent necessary or desirable, the Company will cooperate with and assist Employee in transferring any applicable policy or policies to Employee’s name and changing the address to which statements are mailed.

Payment of the Severance Benefits set forth in Section 2(a), 2(b) and 2(c) above is contingent upon the effectiveness of this Agreement.

Employee acknowledges and confirms that he has been paid and has received $1,675,991.00 as his full Annual Bonus payment for fiscal 2012 and that he is not entitled to any further payments related to his 2012 Annual Bonus, referenced as part of his Enhanced Accrued Benefits pursuant to Section 7(c) of the Employment Agreement or otherwise.

Employee acknowledges and confirms that he does not have any accrued vacation time and is not entitled to any accrued vacation pay.

Employee acknowledges and confirms that he has been paid and has received $1,009,733.83 plus applicable interest in full payment and satisfaction of his Deferred Compensation Account under and in accordance with the terms of the Amended and Restated Non-Qualified Stock Option Agreement dated November 10, 2008 (the “Option Agreement”) under the Loral Space & Communications Inc. 2005 Stock Incentive Plan (as amended and restated as of November 7, 2008, the “Incentive Plan”).

3. In exchange for and in consideration of the Severance Benefits, Employee on behalf of Employee and his agents, representatives, administrators, receivers, trustees, estates, heirs, devisees, assignees, legal representatives and attorneys, past or present, waives and releases any and all potential claims, including but not limited to claims for any compensation, benefits or stock options, known or unknown, he has against the Company and its related corporations and subsidiaries, and all predecessors and successors thereof (the “Released Entities”), and their current and former officers, directors, employees, agents, attorneys, insurers, administrators, and fiduciaries (collectively and together with the Released Entities, the “Released Parties”), relating to or arising out of his employment with the Company and his termination from the Company, except as otherwise specifically provided in this Agreement. For purposes of any claims described above relating to the Company, in addition to the persons listed above, “Released Parties” shall also include shareholders (and affiliates of shareholders), and owners (direct or indirect) and any other persons acting by, through or under any of the persons or entities listed herein. This waiver and release applies to all claims relating to Employee’s employment, including, but not limited to, claims arising under any state law, any federal law, any contract, tort or statutory claims, claims arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990 and the Fair Labor Standards Act. In addition, Employee waives any right to initiate or otherwise voluntarily participate in any shareholders’ derivative action with respect to the Company and its majority-owned subsidiaries by reason of any act or omission prior to the date of execution of this Agreement, including, without limitation, being a named plaintiff in or causing to be filed on Employee’s behalf or as a class action any such derivative action; provided, however, Employee may file a claim and receive a share of any proceeds as a member of a class in any shareholders’ derivative class action initiated by any other person.

4. Employee agrees that, except as enumerated in Sections 4, 5 and 6 hereof, he is not entitled to any compensation or benefits that are due and owing to him by the Company. Employee does not waive or release any rights Employee may have to indemnification or directors and officers liability insurance coverage, including, but not limited to, any rights under his Indemnification Agreement dated November 21, 2005 between the Company and Employee, as may be amended from time to time.

5. Employee does not waive or release any rights Employee may have with respect to:

(i) payment of the Severance Benefits;

(ii) his 175,000 vested restricted stock units (the “RSUs”) granted under a Restricted Stock Agreement dated as of March 5, 2010 (the “RSU Agreement”), which RSUs shall be settled at the earliest time permitted in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, in accordance with and subject to all terms and conditions of the RSU Agreement and the Option Plan, all of which remain in full force and effect;

(iii) accrued and vested benefits under any retirement plan or deferred compensation account or plan;

(iv) benefits to which Employee is entitled to under ERISA; and

(v) accrued and unpaid business expense reimbursements in accordance with the Company’s policy.

6. This waiver and release does not apply to any claim that Employee may have for governmental unemployment benefits or workers’ compensation benefits. This waiver and release does not apply to any claims not covered herein that arise after the date of execution of this Agreement.

7. (a) Employee acknowledges that he has been advised to consult an attorney before he signs this Agreement. Employee has 21 days within which to decide whether he will sign this Agreement, although Employee may sign the Agreement before the 21 days expire. Following his signature of the Agreement, Employee has seven days to revoke his signature. Any revocation must be in writing and personally delivered to Avi Katz before expiration of the seventh day after Employee’s signature of the Agreement. Under any such valid revocation, Employee shall not be entitled to any Severance Benefits under the Employment Agreement. This Agreement becomes effective on the eighth (8th) calendar day after it is executed by both parties.

(b) In the event of an employment termination program offered to a group or class of employees (as determined under the Age Discrimination in Employment Act of 1967), Section 7(a) above shall be applied by substituting “21 days” with “45 days”. Further, in any such case, the Company has given Employee its most current information (Exhibit A) concerning the reduction-in-force employment termination program with respect to certain employees at the Company’s corporate headquarters in New York, New York.

8. This Agreement, the Employment Agreement, the RSU Agreement and the Incentive Plan is the total agreement of the parties with respect to the matters covered herein and replaces any prior negotiations or agreements between the parties whether oral or written. If any term, condition or section of this Agreement, except for paragraph 5, is determined to be invalid or unenforceable, and such provision cannot be modified to be enforceable to any extent or any application, such invalidity and unenforceability shall not affect the remaining terms, conditions or sections hereof, which shall continue in full force and effect.

9. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. Employee hereby irrevocably submits himself to the exclusive jurisdiction of the courts of the State of New York and any federal courts located therein, for the purpose of any suit, action or other proceeding arising out of, or relating to, this Agreement or the subject matter hereof, and hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that he is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. In addition, Employee hereby irrevocably waives and agrees not to assert any right to trial by jury with regard to any suit, action or other proceeding arising out of, or relating to, this Agreement or the subject matter of this Agreement.

10. Employee acknowledges that he has carefully read this Agreement and has had the opportunity to discuss this Agreement with counsel, and that he understands this Agreement and signs it voluntarily.

11. Employee agrees that neither this Agreement nor the furnishing of consideration for the general release set forth in this Agreement shall be deemed or construed at any time for any purpose as an admission by the Released Parties of any liability or unlawful conduct of any kind. Employee further acknowledges and agrees that the consideration provided for herein is adequate consideration for Employee’s obligations under this Agreement.

12. Employee represents and warrants that he has not assigned or subrogated any of his rights, claims and causes of action referred to in this Agreement, or authorized any other person or entity to assert such claim or claims on his behalf.

13. This Agreement is binding on Employee and the Company and their respective successors and assigns. No rights or obligations of Employee hereunder may be assigned by Employee to any other person or entity, except by will or the laws of descent or distribution.

CONSULTING AGREEMENT

between

Loral Space & Communications Inc.

and

Michael B. Targoff
Name of Consultant

This Agreement is made by and between Loral Space & Communications Inc., a corporation organized and existing under the laws of the State of Delaware, with offices at 600 Third Avenue, New York, New York 10016 (hereinafter “Loral” or the “Company”), and Michael B. Targoff , with an address at 1016 Old White Plains Road, Mamaroneck, NY 10543 (hereinafter referred to as “Consultant”). Loral and Consultant are hereinafter referred to collectively as the “Parties” and individually as a “Party.”

Loral makes this Agreement for the purpose of retaining the services of Consultant. This contract is expressly made conditional on Consultant’s assent to, and strict compliance with, all of the terms and conditions stated below. Each of the following terms and conditions is essential to the essence of the agreement between the Parties.

1. The term of this Agreement (the “Term”), and the period within which the services are to be rendered under this Agreement, shall commence as of December 15, 2012 and shall continue until either Party terminates the Agreement by delivering written notice of termination to the other Party at least ten (10) days prior to the termination date. Either Party may terminate the Agreement at any time for any reason or for no reason.

During the Term, Consultant shall be available upon reasonable notice given by the Company to consult with and advise the Company on such matters within his expertise as the Board of Directors of Loral (the “Board”) or its designee may request from time to time, including but not limited to:

•

Assistance and guidance in the oversight of strategic matters relating to Telesat;

•

Assistance and guidance in the oversight of the ViaSat lawsuit; and

•

Assistance and guidance in the oversight of strategic matters relating to XTAR.

Consultant shall report directly to and take direction from the Board or its designee. Consultant’s services hereunder shall be on an as needed basis at the direction of the Board or its designee and Consultant shall devote such time to performance of his duties hereunder as necessary to perform the tasks requested by the Board. It is expected that Consultant will devote on average approximately 20% to 40% of his working time to performance of services hereunder; provided , however , that Consultant’s services pursuant to this Agreement, together with his continued service as a member of the Board of Directors and as its Vice Chairman, shall, in any event, be limited to less than 50% of the level of services provided to the Company and all affiliates in the thirty-six (36) months immediately preceding his termination of employment with the Company.

2. Loral will pay Consultant a monthly consulting fee of $120,000 for his services hereunder.

Consultant may, in connection with the rendering of services hereunder, travel to locations other than the Company’s New York office. Consultant’s travel arrangements (e.g., air, rail, rental car or other ground transportation and lodging) shall be made through the Loral travel office and shall be in accordance with Loral’s travel policy in effect at the time of such travel.

Loral shall reimburse Consultant for travel expenses and other reasonable and necessary out-of-pocket expenses incurred by Consultant directly in connection with services rendered hereunder, upon presentation of proper receipts or other appropriate documentation and subject to such reasonable guidelines, reporting requirements or limitations provided by Loral from time to time.

During the Term, the Company shall keep open the “hq.loral.com” email address formerly used by Consultant and shall allow Consultant to continue to receive and send email messages to and from that address.

Loral shall provide Consultant with office space, office services and an administrative assistant. Consultant shall reimburse Loral $17,000 per month for use of the office space, office services and the administrative assistant. This monthly reimbursement amount may be re-evaluated and adjusted from time to time as necessary (e.g., in the event of a change in the amount of rent the Company pays for its office space, if the amount of space used by Consultant changes, etc.).

If Consultant requests during the Term of this Agreement or upon its termination, the Company shall transfer to Consultant, and Consultant shall acquire, ownership of his office furniture, cellular telephone and computer equipment. Consultant shall be charged with additional income equal to the value of the equipment on the date acquired.

Consultant shall bill Loral monthly for his monthly fee and any expenses incurred during the month, as specified in paragraph 13 below or on such other terms that are agreed to in writing between Loral and Consultant.

Loral shall bill Consultant monthly for the reimbursement for the use of office space, office services and the administrative assistant as specified in paragraph 13 below or on such other terms that are agreed to in writing between Loral and Consultant.

3. In the performance of his services, Consultant’s relationship to Loral shall be solely that of an independent contractor to provide personal services. In this capacity, Consultant will not be an employee of Loral and will not be entitled to workers’ compensation coverage, unemployment insurance or any other type or form of insurance or benefit normally provided by Loral for its employees, including (but not limited to) holiday and vacation pay; and Loral will not be responsible for withholding federal income or social security taxes from the fees paid. Loral shall have no liability whatsoever on account of this Agreement except as provided in paragraph 2. Consultant shall file all tax returns and reports required to be filed pursuant to law, including, without limitation, reports required to be filed by former employees of the United States Government, if applicable.

4. Consultant shall assign, convey and transfer to Loral without further consideration, each and every work made for hire, invention, discovery, improvement, maskwork, and patent conceived or developed by Consultant during performance under this Agreement, and, upon request, shall execute any required papers and furnish all reasonable assistance to Loral to vest all right, title and interest in such inventions, discoveries, improvements and patents in Loral. Consultant warrants and represents the originality of the deliverable items under this Agreement and that no portion of the deliverable items, or their use and/or distribution, shall present any infringement or other conflict of interest. All data, copyrights, copyrightable creations and reports developed in the performance of this Agreement shall be the sole property of Loral and shall be used by Consultant solely in work for Loral. Upon termination or expiration of this Agreement, Consultant shall deliver all such records, data, information, models, tools and other documents and all copies thereof to Loral.

5. (a) Consultant shall not disclose to any person during the term of this Agreement or thereafter, without Loral’s prior written approval, any confidential and/or proprietary information of Loral (whether written or oral), including specifications, know-how, strategic or technical data, marketing research data, product research and development data, manufacturing techniques, confidential customer lists, sources of supply and trade secrets or information relating to the business, designs, inventions, plans, methods, processes or affairs of Loral or its affiliates, or third party confidential information in the possession of Loral or its affiliates, which Consultant may have acquired or developed in connection with the performance of duties hereunder or otherwise, unless and until that information shall have become public knowledge without breach of this Agreement. Consultant agrees that he will use any such information only for the purpose set forth in Paragraph 1 hereto.

(b) Consultant has carefully considered the nature, extent and duration of the restrictions and obligations contained in this Paragraph 5 and acknowledges and agrees that such restrictions are fair and reasonable in all respects to protect the legitimate interests of Loral and its affiliates and that these restrictions are designed for the reasonable protection of the business of Loral and that of its affiliates. Consultant acknowledges that remedies at law would be inadequate to protect Loral against any actual or threatened breach of this Paragraph 5 and, without prejudice to any other rights and remedies otherwise available to Loral, Consultant agrees that Loral will be entitled to suitable relief, including injunction, and further agrees to waive any requirement for security or the posting of any bond in connection with any such remedy.

6. In performing work under this Agreement, Consultant agrees to comply with provisions of Loral policies relating to standards of conduct and to ethical business practices (see: Attachment 1 ). By execution of this Agreement, Consultant certifies that Consultant has: (i) received a copy of Attachment 1 , (ii) been advised that compliance with Attachment 1 is required, (iii) read Attachment 1 and (iv) agreed to comply with the policies as stated therein. Any questions that arise concerning the propriety of any action proposed to be taken should be directed to the Loral General Counsel (212-697-1105).

7. Concerning work under this Agreement, Consultant shall not engage in any effort on behalf of Loral to lobby (i.e., to influence or attempt to influence) Congress, any federal agency, any member of Congress, any federal officer, or any federal agency employee or employee of a member of Congress, unless such activity is expressly approved by the Loral General Counsel in writing. If such efforts are approved in writing, Consultant shall report the details to Loral and s hall provide Loral with a copy of any declaration filed by Consultant pursuant to 31 U.S.C. Section 1352 in connection with such efforts.

8. If any information or material acquired or developed by Consultant in performance under this Agreement is, or becomes, classified within the meaning of the Espionage Act (Title 18, U.S.C. §§ 792-799) and Executive Order 12356 (April 1982), Consultant agrees to preserve the security of such work in compliance with all applicable laws and regulations of the United States. Any data or information of any type acquired or generated by Consultant in the performance of services under this Agreement shall be submitted to Loral for security review before publication or dissemination. Further, Consultant agrees to abide by Loral’s security rules and such other rules as are communicated from time to time to Consultant by an officer of Loral.

9. In performing under this Agreement and in addition to paragraph 7, above, Consultant agrees to comply with applicable laws and regulations, including export control laws, and to not make or permit to be made any improper payments, or to engage in any unlawful conduct. Consultant agrees not to assume any obligation which would interfere or be inconsistent with performance of this Agreement, and hereby represents and warrants to Loral that the services to be performed under this Agreement shall not result in a conflict of interest, including but not limited to, any conflict prohibited by the laws or regulations of the United States or other applicable jurisdictions. This Agreement shall terminate immediately and all payments due shall be forfeited if, in rendering services hereunder, improper payments are made to or by Consultant, unlawful conduct is engaged in by Consultant, or any part of the remuneration payable under this Agreement is used for an illegal purpose. Additionally, no remuneration shall be payable if such payment is prohibited by any law, regulation or decision of the Government of the United States, to include any agency thereof, or any foreign government involved with the subject hereof.

10. Consultant’s identity, the amount of the remuneration to be paid, and the details of this Agreement may be disclosed pursuant to the securities laws of the United States and may otherwise be disclosed to the Government of the United States or as otherwise required by law, rule or regulation.

11. A material factor in the Loral decision to retain Consultant was the response to the questionnaire entitled “Consultant Disclosure Statement” as completed by Consultant and attached hereto as Attachment 2 . Any change to the information provided in the answers to the questionnaire should be reported immediately to the Loral General Counsel. Loral reserves the right to terminate this Agreement without further notice and obligation if the information provided in the questionnaire was inaccurate or if there is a material change in the information provided during the course of this Agreement.

12. Upon termination of this Agreement, (i) Consultant shall return to Loral all documents, materials or information provided to or developed by Consultant in connection with Consultant’s performance under this Agreement or certify in writing as to their destruction and (ii) Loral shall promptly pay to Consultant all consulting fees for services properly rendered by Consultant hereunder, as reduced by any amounts Consultant owes to Loral for use of office space, office services and an administrative assistant, and reimburse Consultant for all expenses properly incurred by Consultant hereunder, in each case, prior to such termination, provided Consultant properly submits and documents in one or more invoices, as required by paragraph 13 herein, such services and expenses. After payment for all services properly rendered hereunder and reimbursement for all expenses properly incurred hereunder prior to such termination, Loral shall have no further obligation hereunder and Consultant shall not be entitled to any severance or termination pay or damages for termination of this Agreement.

13. Unless otherwise approved in writing, Consultant shall submit invoices to Loral monthly for payment. Invoices shall be addressed to: Loral Space & Communications Inc., 600 Third Avenue, New York, New York 10016, Attention: Vice President and Controller. Invoices may be delivered either by mail, by fax to 212-338-5320 or by email to john.capogrossi@hq.loral.com . Invoices shall specify: (i) the period covered in the invoice, (ii) a description of the work performed during the period, (iii) the details of and documentation for any expenses reimbursable under paragraph 2, above, and (iv) identification of any activity covered by the Lobbying Disclosure Act, 31 U.S.C. Section 1352, or any state or local lobbying law together with any filing made by Consultant pursuant to those laws. Each invoice shall contain the following certification: SUBMISSION OF THIS INVOICE CERTIFIES COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE CONSULTING AGREEMENT UNDER WHICH THIS INVOICE IS SUBMITTED, AND CERTIFIES COMPLIANCE WITH ALL LAWS, REGULATIONS AND LORAL POLICIES REFERENCED THEREIN .

Unless otherwise approved in writing, Loral shall submit invoices to Consultant monthly for payment. Invoices shall be addressed to: Michael B. Targoff, 1016 Old White Plains Road, Mamaroneck, NY 10543 or such other address as shall be specified by Consultant. Invoices may be delivered either by mail, by fax to 212-338-5880 or by email to michael.targoff@hq.loral.com . Invoices shall specify the period covered in the invoice.

14. This Agreement and the enforcement thereof shall be governed and controlled in all respects by the internal laws of the State of New York, without application of the conflict of laws provisions thereof. Any dispute or controversy arising from or relating to this Agreement and/or Consultant’s relationship with Loral shall be resolved by binding “baseball” type (also known as “final offer”) arbitration (i.e. each Party will submit the amount of its claim and the arbitrator will select one such amount), to be held in New York or in any other location mutually agreed to by Loral and Consultant before one arbitrator selected in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable in such jurisdiction or sever any such unenforceable provision, and that the Agreement in its reduced and/or severed form shall be valid and enforceable to the full extent permitted by law, provided that the invalidity of any one or more provisions in any jurisdiction shall not affect the validity of any other provision in such jurisdiction or the validity of such provision in any other jurisdiction. This Agreement may not be modified or amended except by a written document signed by an authorized person on behalf of each Party.

16. This written Agreement constitutes the entire and complete agreement between the Parties concerning the services described herein. This Agreement supersedes all prior and collateral communications and understandings between the Parties with respect to the subject matter hereof. It is agreed that there are no terms, conditions or understandings other than as set forth herein.

17. It is agreed that no failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. No Party may assign or transfer, in whole or in part, any of its rights, obligations or duties under this Agreement.

18. Notices under this Agreement shall be transmitted to the address for notices specified below or such other address as a Party shall designate to the other Party in writing. Notices shall be deemed to have been given as of the date such notice is (a) delivered to the Party intended, (b) delivered to the then designated address of the Party intended, (c) transmitted to the then designated fax number of the Party intended (provided that the original of such Notice is delivered on the same day to a nationally recognized overnight courier for delivery to the then designated address of the Party intended on the next business day), or (d) sent by nationally recognized overnight courier or by United States Certified Mail, return receipt requested, postage prepaid and addressed to the then designated address of the Party intended.

IN WITNESS WHEREOF, the Parties have hereunto caused this Agreement to be executed by their duly authorized representatives:

[EXECUTION COPY]

GENERAL RELEASE AND SEPARATION AGREEMENT

This General Release and Separation Agreement (the “ Agreement ”) is made by and between Loral Space & Communications Inc. (“ Loral ” or the “ Company ”) and Richard P. Mastoloni (“ Employee ”). This Agreement is made in light of the following facts:

A. The Company terminated Employee’s employment without cause in connection with a Corporate Event (as defined in the Severance Plan referenced in paragraph B below), and Employee’s last day of employment with the Company (including his position as Senior Vice President, Finance and Treasurer and his position as a director and officer of certain of the Company’s subsidiaries and affiliates) was December 14, 2012.

B. Employee is a participant in the Loral Space & Communications Inc. Severance Policy for Corporate Officers (as amended and restated as of August 4, 2011, the “ Severance Plan ”) and pursuant thereto is entitled to certain benefits upon his termination of employment. Employee and the Company hereby seek to set forth all of the Company’s obligations to Employee pursuant to the Severance Plan and otherwise upon his termination of employment and to obtain a full and final resolution of any and all claims and potential claims of Employee, known and unknown, related to Employee’s employment with the Company and the termination of that employment.

C. Nothing contained in this Agreement, nor the payment of any consideration, shall be taken or construed to be an admission or concession of any kind by the Company that it has been accused of or engaged in any wrongdoing, and the Company expressly denies any liability or wrongdoing in its treatment of Employee.

D. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Severance Plan.

In consideration of the terms and conditions contained herein, the parties agree as follows:

1.  Opportunity for Review and Revocation . Employee has forty-five (45) days to review and consider this Agreement, although Employee may sign the Agreement before the 45 days expire. Notwithstanding anything contained herein to the contrary, this Agreement will not become effective or enforceable for a period (the “ Revocation Period ”) of seven (7) calendar days following the date of its execution, during which time Employee may revoke Employee’s acceptance of this Agreement by notifying Avi Katz, in writing. To be effective, such revocation must be received by the Company no later than 5:00 p.m. local time on the seventh calendar day following its execution. Provided that the Agreement is executed and Employee does not revoke it within the Revocation Period, on the eighth (8th) day following the date on which this Agreement is executed this Agreement shall become effective (the “ Effective Date ”). In the event that Employee fails to execute and deliver this Agreement to the Company prior to the 46th day after the date of his termination or Employee revokes this Agreement during the Revocation Period, this Agreement will be null and void and of no effect, and the Company will have no further obligations to Employee hereunder or, except where explicitly provided otherwise therein, under the Severance Plan.

2.  Termination of Employment; Severance Benefits . Employee’s last day of employment with the Company (including his position as Senior Vice President, Finance and Treasurer and his position as a director and officer of certain of the Company’s subsidiaries and affiliates) was December 14, 2012. Separate and apart from any consideration received under this Agreement, Employee will be paid all wages earned through his termination date, including nine (9) days accrued and unused vacation time ($18,487.83), less any outstanding advances or monies owed to the Company. Pursuant to the terms of the Severance Plan and provided Employee has executed and delivered this Agreement to the Company, and the Revocation Period has expired without Employee’s revocation of this Agreement in whole or in part, Employee will be entitled to receive the following benefits:

(a) Employee will be entitled to receive a severance payment equal to $1,484,779.00, payable in a lump sum as soon as practicable following December 14, 2012, but in no event prior to the end of the Revocation Period provided Employee has not revoked this Agreement in whole or in part. As required under the terms of the Severance Plan, this lump sum payment is being paid in connection with a Corporate Event and is equal to the sum of (x)  one year’s Pay plus (y) one year’s Base Salary. Employee’s Base Salary, as of December 14, 2012, is $534,093.00, and Employee’s Pay as calculated pursuant to the Severance Plan is equal to $950,686.00, representing Employee’s Base Salary plus the average annual Management Incentive Bonus (“ MIB ”) paid to Employee in the last two years (the “ Average MIB ”), which is $416,593.00. This lump sum payment is not subject to Mitigation. This lump sum payment shall be a separately identified amount under Treasury Regulation Section 1.409A-2(b)(2) that is required to be paid on or before the 15th day of the third month following Employee’s taxable year in which the right to such payment is no longer subject to a substantial risk of forfeiture and as such shall qualify as a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4) and exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”).

(b) Employee acknowledges that he has been paid and has received $416,593.00 as his full MIB payment for fiscal 2012 and that he is not entitled to any further MIB payments under the MIB plan, the Severance Plan or otherwise.

(c) Employee shall be entitled to continued participation in the Company’s medical, prescription, dental and vision insurance coverage following Employee’s termination as follows:

Employee may elect COBRA continuation coverage of medical, prescription, dental and vision insurance for the period from termination through December 31, 2014 (the “ Severance Period ”) as follows. Employee shall be responsible for payment of the full monthly COBRA premium applicable to such medical, prescription, dental and vision insurance coverage. To the extent Employee elects such COBRA coverage, the Company shall pay to Employee each month during the Severance Period 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, prescription, dental and vision insurance coverage is provided, as in effect from time to time, over the amount of the portion of such premiums Employee would pay if Employee were an active employee (such payments, the “ Medical Continuation Payments ”), which payments shall be paid in advance on the first payroll day of each month during the Severance Period, commencing with the month immediately following the date of termination; provided, however, if during the Severance Period Employee obtains employment that offers medical, prescription, dental or vision insurance coverage, the Medical Continuation Payments shall end on the earlier of (x) the date Employee becomes an active participant under the new coverage if Employee elects to be covered thereunder and (y) the date Employee declines the new coverage. To the extent that Employee declines any such new coverage, Employee may elect to continue COBRA coverage for the remainder of the COBRA coverage period (generally 36 months from the date of termination), if any, but shall not receive Medical Continuation Payments thereafter. After the Severance Period, Employee may elect to continue COBRA coverage for the remainder of the COBRA continuation period, if any, provided that Employee shall no longer be entitled to any further Medical Continuation Payments.

Any participation in the Company’s medical, prescription, dental and vision insurance coverage following Employee’s termination of employment shall be subject to all changes to the Company’s medical, prescription, dental and vision insurance program following Employee’s termination of employment, including, but not limited to, any increases in the employee premium amounts payable by the employees and Employee.

Employee must submit or arrange for the submission of all reimbursement requests no later than 180 days following the date such expenses are incurred, and the Company shall arrange for reimbursement of all such allowable expenses no later than the end of Employee’s taxable year following the taxable year in which such expenses are incurred.

(d) Employee’s group life and disability insurance shall cease on his termination date. In lieu of continuation of Employee’s executive life insurance benefits, the Company shall pay to Employee, together with the severance payment paid under Section 2(a) above, $9,654.00, representing the annual premium payment of $4,827.00 due on each of January 12, 2013 and January 12, 2014 with respect to Employee’s John Hancock policy (#ML7155012—Initial Insured Amount $500,000). Employee shall be responsible for payment of all applicable payroll taxes with respect to premium reimbursements paid to him by the Company. Employee may elect to continue his executive life insurance benefits at his own expense, and, to the extent necessary or desirable, the Company will cooperate with and assist Employee in transferring any applicable policy or policies to Employee’s name and changing the address to which statements are mailed.

(e) If Employee requests, the Company shall transfer to Employee, and Employee shall acquire, ownership of his cellular telephone/iPhone and computer equipment effective as of the date of this Agreement. Employee shall be charged with additional income equal to the value of the equipment acquired.

(f) All payments and benefits under this paragraph 2 are subject to and contingent upon Employee’s continued compliance with the terms of this Agreement, including, without limitation, paragraphs 4, 6, 9 and 10 below. If Employee violates any of the terms of this Agreement, the Company is entitled to immediately terminate all payments under this Agreement and to recover all previously made payments under this Agreement, in addition to any and all other remedies available to it.

3.  Deferred Compensation . Pursuant to an Amended and Restated Non-Qualified Stock Option Agreement dated November 10, 2008 (the “ Option Agreemen t”) under the Loral Space & Communications Inc. 2005 Stock Incentive Plan (as amended and restated as of November 7, 2008, the “ Option Plan ”), Employee was granted options to purchase, before adjustments, 40,000 shares of Loral common stock with an exercise price of $28.441 (the “ Options ”) and a corresponding Deferred Compensation Account (the “ Deferred Compensation Account ”). Employee acknowledges and confirms that he has been paid and has received $377,640.00 plus applicable interest in full payment and satisfaction of his Deferred Compensation Account under and in accordance with the terms of the Option Agreement and the Option Plan.

4.  Waiver and Release of Claims . (a) As used in this Agreement, the term “claims” includes all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise.

(b) Employee hereby waives and releases any and all claims and potential claims, known and unknown, Employee has against the Company, parent companies, related corporations, subsidiaries or affiliates, or their officers, directors, employees or agents, relating to or arising out of, Employee’s employment with the Company and the termination of Employee’s employment, including, without limitation, claims as to tax consequences to Employee of any payments made to Employee by the Company. This waiver and release applies to all claims relating to Employee’s employment, including, but not limited to, claims arising under the New York State Executive Law or the New York City Civil Rights Law, any statutory, contract or tort claims and any claims arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990 or the Fair Labor Standards Act. In addition, Employee waives any right to initiate or otherwise voluntarily participate in any shareholders’ derivative action with respect to the Company and its majority-owned subsidiaries by reason of any act or omission that occurred prior to the end of the Severance Period, including without limitation, being named plaintiff in or causing to be filed on Employee’s behalf or as a class action any such derivative action; provided, however, Employee may file a claim and receive a share of any proceeds as a member of a class in any shareholders’ derivative class action initiated by any other person.

(c) Employee acknowledges and agrees that as of the Effective Date, Employee has no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph.

(d) Employee specifically releases all claims relating to Employee’s employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

(e) Notwithstanding any provision of this Agreement to the contrary, by executing this Agreement, Employee is not releasing any claims relating to any indemnification rights Employee may have as a former officer, director or employee of the Company or its subsidiaries in accordance with the Company’s or such subsidiary’s bylaws, as the case may be, or under his Indemnification Agreement with the Company dated November 21, 2005.

(f) This waiver and release does not apply to any claim that Employee may have under the Employee Retirement Income Security Act of 1974, as amended, including, but not limited to, claims relating to the Company’s 401(k) plan or pension plan, or to any claim Employee may have for unemployment benefits or workers’ compensation benefits.

(g) This waiver and release does not apply to any claims not covered herein that arise after the date this Agreement is executed by Employee and delivered to the Company, nor does this waiver and release limit Employee’s ability to enforce the terms of this Agreement.

(h) Pursuant to the Older Workers Benefit Protection Act, the Company discloses the information contained in Exhibit A .

5.  Knowing and Voluntary Waiver . Employee expressly acknowledges and agrees that Employee:

(a) is able to read the language, and understand the meaning and effect, of this Agreement;

(b) has no physical or mental impairment of any kind that has interfered with Employee’s ability to read and understand the meaning of this Agreement or its terms, and that Employee is not acting under the influence of any medication, drug or chemical of any type in entering into this Agreement;

(c) is specifically agreeing to the terms of the waiver and release contained in this Agreement because the Company has agreed to pay Employee the amounts set forth in the Severance Plan. The Company has agreed to provide such amounts because of Employee’s agreement, among others, to accept it in full settlement of all possible claims Employee might have or ever had, and because of Employee’s execution of this Agreement;

(d) understands that, by entering into this Agreement, Employee does not waive rights or claims under ADEA that may arise after the Effective Date;

(e) had or could have had forty-five (45) calendar days in which to review and consider this Agreement;

(f) was advised to consult with Employee’s attorney regarding the terms and effect of this Agreement; and

(g) has signed this Agreement knowingly and voluntarily.

6.  No Suit . Employee represents that Employee has not filed or permitted to be filed against the Company or any related companies, individually or collectively, any complaints or lawsuits arising out of Employee’s employment, or any other matter arising on or prior to the date hereof.

7.  Successors and Assigns . The provisions hereof shall inure to the benefit of, and shall be binding upon, Employee’s heirs, executors, administrators, legal personal representatives and assigns.

8.  Severability . If any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement.

9.  Non-Disparagement . Employee agrees to refrain from making any disparaging, negative or uncomplimentary statements regarding the Company, any related companies and/or any officers, employees or other service providers of the Company or related companies.

10.  Non-Disclosure . Employee shall not disclose the nature or terms of this Agreement or the negotiations that led to this Agreement to any person or entity, other than Employee’s spouse, tax advisors and legal counsel, without the written consent of the Company, unless required to do so by law. In addition, Employee will not make use of or disclose in any way, confidential, proprietary or trade secret information belonging to the Company or its affiliated or related companies, unless and until any such confidential information shall have become public knowledge without breach of this Agreement or such proprietary or trade secret information shall no longer be proprietary or considered a trade secret.

11.  Non-Admission . Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of Employee or the Company.

12.  Taxes on Severance and Other Payments . All severance and other payments paid pursuant to this Agreement, including without limitation, severance benefits and Medical Continuation Payments, are considered taxable income, and all appropriate federal, state, and local taxes will be withheld from such payments.

13.  Entire Agreement . This Agreement, the Severance Plan, the Option Agreement and the Option Plan together constitute the entire understanding and agreement of the parties hereto regarding the termination of Employee’s employment and Employee’s Deferred Compensation Account. This Agreement, the Severance Plan, the Option Agreement and the Option Plan supersede all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement, the Severance Plan, the Option Agreement and the Option Plan.

14.  Governing Law . EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS RELEASE SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL COURT IN THE STATE OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK. BY EXECUTION OF THE RELEASE, THE PARTIES HERETO, AND THEIR RESPECTIVE AFFILIATES, CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION OR PROCEEDING UNDER OR IN CONNECTION WITH THE RELEASE. EACH PARTY TO THIS RELEASE ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.

CONSULTING AGREEMENT

between

Loral Space & Communications Inc.

and

Richard P. Mastoloni
Name of Consultant

This Agreement is made by and between Loral Space & Communications Inc., a corporation organized and existing under the laws of the State of Delaware, with offices at 600 Third Avenue, New York, New York 10016 (hereinafter “Loral” or the “Company”), and Richard P. Mastoloni , with an address at Two Justin Road, Harrison, NY 10568 (hereinafter referred to as “Consultant”). Loral and Consultant are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

Loral makes this Agreement for the purpose of retaining the services of Consultant. This contract is expressly made conditional on Consultant’s assent to, and strict compliance with, all of the terms and conditions stated below. Each of the following terms and conditions is essential to the essence of the agreement between the Parties.

1. The term of this Agreement (the “Term”), and the period within which the services are to be rendered under this Agreement, shall commence as of December 15, 2012 and shall continue until either Party terminates the Agreement by delivering written notice of termination to the other Party at least ten (10) days prior to the termination date. Either Party may terminate the Agreement at any time for any reason or for no reason.

During the Term, Consultant shall be available upon reasonable notice given by the Company to consult with and advise the Company on such matters within his expertise as the Board of Directors of Loral or its designee may request from time to time, including but not limited to:

•

Transition assistance and guidance in the oversight of cash management and other treasury functions;

•

Assistance and guidance with respect to financing, investment, acquisition and/or strategic opportunities;

•

Assistance and guidance in the oversight of pension plan investments and the Company’s 401(k) plan; and

•

Assistance and guidance with respect to strategic alternatives for the Company’s investments in Globastar service providers (Globalstar de Mexico and GlobalTel) and XTAR and with respect to its indemnification obligations to Globalstar do Brasil.

Consultant shall report directly to and take direction from the Board or its designee. Consultant’s services hereunder shall be on an as needed basis at the direction of the Board or its designee, and Consultant shall devote such time to performance of his duties hereunder as necessary to perform the tasks requested by the Board or its designee; provided , however , that Consultant’s services shall be limited to less than 50% of the level of services provided to the Company and all affiliates in the thirty-six (36) months immediately preceding his termination of employment with the Company.

2. Loral will pay Consultant a consulting fee consisting of $600 per hour for his services hereunder, but in no event more than $5,000 per day.

Consultant may, in connection with the rendering of services hereunder, be required to travel to locations other than the Company’s New York office, provided , however , such travel shall be approved in advance by the Board or its designee. Consultant’s travel arrangements (e.g., air, rail, rental car or other ground transportation and lodging) shall be made through the Loral travel office and shall be in accordance with Loral’s travel policy for officers at the Senior Vice President level in effect at the time of such travel. Consultant’s travel time shall be billed at one-half of Consultant’s hourly rate (i.e. $300 per hour).

Loral shall reimburse Consultant for travel expenses and other reasonable and necessary out-of-pocket expenses incurred by Consultant directly in connection with services rendered hereunder, upon presentation of proper receipts or other appropriate documentation and subject to such reasonable guidelines, reporting requirements or limitations provided by Loral from time to time.

During the Term, the Company shall keep open the “hq.loral.com” email address formerly used by Consultant and shall allow Consultant to continue to receive and send email messages to and from that address.

Consultant shall bill Loral monthly for the services provided and any expenses incurred during the month, as specified in paragraph 13 below or on such other terms that are agreed to in writing between Loral and Consultant.

3. In the performance of his services, Consultant’s relationship to Loral shall be solely that of an independent contractor to provide personal services. In this capacity, Consultant will not be an employee of Loral and will not be entitled to workers’ compensation coverage, unemployment insurance or any other type or form of insurance or benefit normally provided by Loral for its employees, including (but not limited to) holiday and vacation pay; and Loral will not be responsible for withholding federal income or social security taxes from the fees paid. Loral shall have no liability whatsoever on account of this Agreement except as provided in paragraph 2. Consultant shall file all tax returns and reports required to be filed pursuant to law, including, without limitation, reports required to be filed by former employees of the United States Government, if applicable.

4. Consultant shall assign, convey and transfer to Loral without further consideration, each and every work made for hire, invention, discovery, improvement, maskwork, and patent conceived or developed by Consultant during performance under this Agreement, and, upon request, shall execute any required papers and furnish all reasonable assistance to Loral to vest all right, title and interest in such inventions, discoveries, improvements and patents in Loral. Consultant warrants and represents the originality of the deliverable items under this Agreement and that no portion of the deliverable items, or their use and/or distribution, shall present any infringement or other conflict of interest. All data, copyrights, copyrightable creations and reports developed in the performance of this Agreement shall be the sole property of Loral and shall be used by Consultant solely in work for Loral. Upon termination or expiration of this Agreement, Consultant shall deliver all such records, data, information, models, tools and other documents and all copies thereof to Loral.

5. (a) Consultant shall not disclose to any person during the term of this Agreement or thereafter, without Loral’s prior written approval, any confidential and/or proprietary information of Loral (whether written or oral), including specifications, know-how, strategic or technical data, marketing research data, product research and development data, manufacturing techniques, confidential customer lists, sources of supply and trade secrets or information relating to the business, designs, inventions, plans, methods, processes or affairs of Loral or its affiliates, or third party confidential information in the possession of Loral or its affiliates, which Consultant may have acquired or developed in connection with the performance of duties hereunder or otherwise, unless and until that information shall have become public knowledge without breach of this Agreement. Consultant agrees that he will use any such information only for the purpose set forth in Paragraph 1 hereto.

(b) Consultant has carefully considered the nature, extent and duration of the restrictions and obligations contained in this Paragraph 5 and acknowledges and agrees that such restrictions are fair and reasonable in all respects to protect the legitimate interests of Loral and its affiliates and that these restrictions are designed for the reasonable protection of the business of Loral and that of its affiliates. Consultant acknowledges that remedies at law would be inadequate to protect Loral against any actual or threatened breach of this Paragraph 5 and, without prejudice to any other rights and remedies otherwise available to Loral, Consultant agrees that Loral will be entitled to suitable relief, including injunction, and further agrees to waive any requirement for security or the posting of any bond in connection with any such remedy.

6. In performing work under this Agreement, Consultant agrees to comply with provisions of Loral policies relating to standards of conduct and to ethical business practices (see: Attachment 1 ). By execution of this Agreement, Consultant certifies that Consultant has: (i) received a copy of Attachment 1 , (ii) been advised that compliance with Attachment 1 is required, (iii) read Attachment 1 and (iv) agreed to comply with the policies as stated therein. Any questions that arise concerning the propriety of any action proposed to be taken should be directed to the Loral General Counsel (212-697-1105).

7. Concerning work under this Agreement, Consultant shall not engage in any effort on behalf of Loral to lobby (i.e., to influence or attempt to influence) Congress, any federal agency, any member of Congress, any federal officer, or any federal agency employee or employee of a member of Congress, unless such activity is expressly approved by the Loral General Counsel in writing. If such efforts are approved in writing, Consultant shall report the details to Loral and s hall provide Loral with a copy of any declaration filed by Consultant pursuant to 31 U.S.C. Section 1352 in connection with such efforts.

8. If any information or material acquired or developed by Consultant in performance under this Agreement is, or becomes, classified within the meaning of the Espionage Act (Title 18, U.S.C. §§ 792-799) and Executive Order 12356 (April 1982), Consultant agrees to preserve the security of such work in compliance with all applicable laws and regulations of the United States. Any data or information of any type acquired or generated by Consultant in the performance of services under this Agreement shall be submitted to Loral for security review before publication or dissemination. Further, Consultant agrees to abide by Loral’s security rules and such other rules as are communicated from time to time to Consultant by an officer of Loral.

9. In performing under this Agreement and in addition to paragraph 7, above, Consultant agrees to comply with applicable laws and regulations, including export control laws, and to not make or permit to be made any improper payments, or to engage in any unlawful conduct. Consultant agrees not to assume any obligation which would interfere or be inconsistent with performance of this Agreement, and hereby represents and warrants to Loral that the services to be performed under this Agreement shall not result in a conflict of interest, including but not limited to, any conflict prohibited by the laws or regulations of the United States or other applicable jurisdictions. This Agreement shall terminate immediately and all payments due shall be forfeited if, in rendering services hereunder, improper payments are made to or by Consultant, unlawful conduct is engaged in by Consultant, or any part of the remuneration payable under this Agreement is used for an illegal purpose. Additionally, no remuneration shall be payable if such payment is prohibited by any law, regulation or decision of the Government of the United States, to include any agency thereof, or any foreign government involved with the subject hereof.

10. Consultant’s identity, the amount of the remuneration to be paid, and the details of this Agreement may be disclosed pursuant to the securities laws of the United States and may otherwise be disclosed to the Government of the United States or as otherwise required by law, rule or regulation.

11. A material factor in the Loral decision to retain Consultant was the response to the questionnaire entitled “Consultant Disclosure Statement” as completed by Consultant and attached hereto as Attachment 2 . Any change to the information provided in the answers to the questionnaire should be reported immediately to the Loral General Counsel. Loral reserves the right to terminate this Agreement without further notice and obligation if the information provided in the questionnaire was inaccurate or if there is a material change in the information provided during the course of this Agreement.

12. Upon termination of this Agreement, (i) Consultant shall return to Loral all documents, materials or information provided to or developed by Consultant in connection with Consultant’s performance under this Agreement or certify in writing as to their destruction and (ii) Loral shall promptly pay to Consultant all consulting fees for services properly rendered by Consultant hereunder and reimburse Consultant for all expenses properly incurred by Consultant hereunder, in each case, prior to such termination, provided Consultant properly submits and documents in one or more invoices, as required by paragraph 13 herein, such services and expenses. After payment for all services properly rendered hereunder and reimbursement for all expenses properly incurred hereunder prior to such termination, Loral shall have no further obligation hereunder and Consultant shall not be entitled to any severance or termination pay or damages for termination of this Agreement.

13. Unless otherwise approved in writing, Consultant shall submit invoices to Loral monthly for payment. Invoices shall be addressed to: Loral Space & Communications Inc., 600 Third Avenue, New York, New York 10016, Attention: Vice President and Controller. Invoices shall specify: (i) the period covered in the invoice, (ii) a description of the work performed during the period, including the number of hours worked and any travel time, (iii) the details of and documentation for any expenses reimbursable under paragraph 2, above, and (iv) identification of any activity covered by the Lobbying Disclosure Act, 31 U.S.C. Section 1352, or any state or local lobbying law together with any filing made by Consultant pursuant to those laws. Each invoice shall contain the following certification: SUBMISSION OF THIS INVOICE CERTIFIES COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE CONSULTING AGREEMENT UNDER WHICH THIS INVOICE IS SUBMITTED, AND CERTIFIES COMPLIANCE WITH ALL LAWS, REGULATIONS AND LORAL POLICIES REFERENCED THEREIN .

14. This Agreement and the enforcement thereof shall be governed and controlled in all respects by the internal laws of the State of New York, without application of the conflict of laws provisions thereof. Any dispute or controversy arising from or relating to this Agreement and/or Consultant’s relationship with Loral shall be resolved by binding “baseball” type (also known as “final offer”) arbitration (i.e. each Party will submit the amount of its claim and the arbitrator will select one such amount), to be held in New York or in any other location mutually agreed to by Loral and Consultant before one arbitrator selected in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable in such jurisdiction or sever any such unenforceable provision, and that the Agreement in its reduced and/or severed form shall be valid and enforceable to the full extent permitted by law, provided that the invalidity of any one or more provisions in any jurisdiction shall not affect the validity of any other provision in such jurisdiction or the validity of such provision in any other jurisdiction. This Agreement may not be modified or amended except by a written document signed by an authorized person on behalf of each Party.

16. This written Agreement constitutes the entire and complete agreement between the Parties concerning the services described herein. This Agreement supersedes all prior and collateral communications and understandings between the Parties with respect to the subject matter hereof. It is agreed that there are no terms, conditions or understandings other than as set forth herein.

17. It is agreed that no failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. No Party may assign or transfer, in whole or in part, any of its rights, obligations or duties under this Agreement.

18. Notices under this Agreement shall be transmitted to the address for notices specified below or such other address as a Party shall designate to the other Party in writing. Notices shall be deemed to have been given as of the date such notice is (a) delivered to the Party intended, (b) delivered to the then designated address of the Party intended, (c) transmitted to the then designated fax number of the Party intended (provided that the original of such Notice is delivered on the same day to a nationally recognized overnight courier for delivery to the then designated address of the Party intended on the next business day), or (d) sent by nationally recognized overnight courier or by United States Certified Mail, return receipt requested, postage prepaid and addressed to the then designated address of the Party intended.

IN WITNESS WHEREOF, the Parties have hereunto caused this Agreement to be executed by their duly authorized representatives: