ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS.

On October 21, 2021, Intelsat S.A. (the "Company") announced that Stephen Spengler, Chief Executive Officer of the Company, has decided to retire from his position as Chief Executive Officer upon the completion of 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"). A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In connection with Mr. Spengler's retirement, the Company and its subsidiary, Intelsat US LLC ("Intelsat"), entered into an Amended and Restated Employment Agreement with Mr. Spengler on October 21, 2021 (the "Agreement"), which Agreement amends and restates Mr. Spengler's prior Employment Agreement, dated as of March 18, 2013 (as amended from time to time, the "Prior Agreement"). Pursuant to the terms of the Agreement, Mr. Spengler's employment will continue until the earlier to occur of (i) a date mutually agreed upon by Intelsat and Mr. Spengler occurring after the date on which Intelsat emerges in accordance with the Plan of Reorganization for the Chapter 11 Cases (the "Emergence Date") and (ii) June 30, 2022 (as applicable, the "Retirement Date"). During the four-month period following the Retirement Date, Mr. Spengler will render transition assistance to his successor as Chief Executive Officer, as reasonably requested by the Board of Directors of the Company or such successor.

Pursuant to the Agreement, unless Mr. Spengler (i) resigns without Good Reason (as defined the Agreement) prior to the Retirement Date or (ii) is terminated for Cause (as defined in the Agreement), he will be entitled to (A) 100% of the payments due to him under the Company's Key Employee Incentive Plan ("KEIP"), based on actual performance, without any proration and (B) a lump sum cash severance payment in the amount of $2,850,000, subject to his execution and non-revocation of a general release of claims and continued compliance with the terms of the Agreement. Additionally, on the Emergence Date, Mr. Spengler will receive a grant of time-vesting restricted stock units ("RSUs") with an aggregate grant date fair value of $1,000,000, under the new management incentive plan to be established on the Emergence Date. These RSUs will fully vest upon the earlier to occur of (i) the Retirement Date and (ii) a termination of his employment with Intelsat (A) due to his death or Disability (as defined in the Agreement), (B) by Intelsat without Cause or (C) by Mr. Spengler for Good Reason. The foregoing is in lieu of the severance due upon a termination by Intelsat without Cause or by Mr. Spengler for Good Reason.

Except as described above, the Agreement contains substantially the same terms as set forth in the Prior Agreement.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.




(d)  Exhibits



Exhibit
  No.                                    Description

10.1          Amended and Restated Employment Agreement, dated October 21, 2021,
            by and among Intelsat S.A., Intelsat US LLC and Stephen Spengler.

99.1          Press Release, dated October 21, 2021.

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.

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