Severability Contract Clauses (27,855)

Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not ...possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties. David E. Flitman Employment Agreement Page 11 -11- 18. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; nor will any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law. View More

Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed and enforced as if such provisions had not been included. 9 This Agreement is intended to supersede and replace your Executive Employment Agreement dated November 30, 2007. Upon execution of this Agreement by both parties hereto, the Executive Employment Agreement shall be terminated and shall cease to b...e in effect in all respects. If this Agreement correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company. Sincerely, ORBITAL SCIENCES CORPORATION /s/ Susan Herlick By: Susan Herlick Senior Vice President and General Counsel Agreed to: /s/ David W. Thompson Name: David W. Thompson 10 EX-10.2 5 a15-4204_1ex10d2.htm EX-10.2 Exhibit 10.2 Amended and Restated Executive Change in Control Severance Agreement December 14, 2012 Mr. David W. Thompson 11217 Bright Pond Land Reston, Virginia 20194 Dear Dave: Orbital Sciences Corporation and its subsidiaries (together, the "Company") consider the maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders. In this connection, the Company recognizes that the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Accordingly, the Company's Board of Directors (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of the Company. This letter agreement (the "Agreement") sets forth the severance benefits that the Company agrees will be provided to you in the event your employment with the Company terminates following a "Change in Control" (as defined in Section 2 hereof) under the circumstances described below. This Agreement is not an employment contract nor does it alter your status as an at-will employee of the Company. No benefit shall be payable under this Agreement except on Termination of your Employment (as defined below) with the Company as a result of a Change in Control (as defined below). View More

Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed and enforced as if such provisions had not been included. 9 This Agreement is intended to supersede and replace your Amended and Restated Executive Employment Agreement dated November 30, 2007. Upon execution of this Agreement by both parties hereto, the Executive Employment Agreement shall be terminated... and shall cease to be in effect in all respects. If this Agreement correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company. Sincerely, ORBITAL SCIENCES CORPORATION /s/ David W. Thompson By: David W. Thompson Chairman, President and Chief Executive Officer Agreed to: /s/ Garrett E. Pierce Name: Garrett E. Pierce 10 EX-10.3 6 a15-4204_1ex10d3.htm EX-10.3 Exhibit 10.3 Amended and Restated Executive Change in Control Severance Agreement December 14, 2012 Mr. Garrett E. Pierce 43468 Castle Harbour Terrace Leesburg, Virginia 20176 Dear Garrett: Orbital Sciences Corporation and its subsidiaries (together, the "Company") consider the maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders. In this connection, the Company recognizes that the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Accordingly, the Company's Board of Directors (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of the Company. This letter agreement (the "Agreement") sets forth the severance benefits that the Company agrees will be provided to you in the event your employment with the Company terminates following a "Change in Control" (as defined in Section 2 hereof) under the circumstances described below. This Agreement is not an employment contract nor does it alter your status as an at-will employee of the Company. No benefit shall be payable under this Agreement except on Termination of your Employment (as defined below) with the Company as a result of a Change in Control (as defined below). View More

Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed and enforced as if such provisions had not been included. 9 This Agreement is intended to supersede and replace your Executive Employment Agreement dated November 30, 2007. Upon execution of this Agreement by both parties hereto, the Executive Employment Agreement shall be terminated and shall cease to b...e in effect in all respects. If this Agreement correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company. Sincerely, ORBITAL SCIENCES CORPORATION /s/ David W. Thompson By: David W. Thompson Chairman, President and Chief Executive Officer Agreed to: /s/ Hollis M. Thompson Name: Hollis M. Thompson 10 EX-10.4 7 a15-4204_1ex10d4.htm EX-10.4 Exhibit 10.4 Amended and Restated Executive Change in Control Severance Agreement December 14, 2012 Mr. Hollis M. Thompson 1233 Tottenham Court Reston, Virginia 20194 Dear Hollis: Orbital Sciences Corporation and its subsidiaries (together, the "Company") consider the maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders. In this connection, the Company recognizes that the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Accordingly, the Company's Board of Directors (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of the Company. This letter agreement (the "Agreement") sets forth the severance benefits that the Company agrees will be provided to you in the event your employment with the Company terminates following a "Change in Control" (as defined in Section 2 hereof) under the circumstances described below. This Agreement is not an employment contract nor does it alter your status as an at-will employee of the Company. No benefit shall be payable under this Agreement except on Termination of your Employment (as defined below) with the Company as a result of a Change in Control (as defined below). View More

Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed and enforced as if such provisions had not been included.

Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.... If a court determines that any portion of this Agreement is invalid, void or otherwise unenforceable, the court shall rewrite such provisions to most closely effect the intention of the parties as reflected by such provision determined to be invalid, void or otherwise unenforceable. View More

Severability. Any provision of this Joinder held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Severability. All agreements and covenants contained herein arc severable, and in the event any of them shall be held to be invalid by any competent court, the Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. 3 15. Entire Agreement. This Agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces all other or prior understandings, agreements and negotiations between the parties.

Severability. The invalidity or unenforceability of any provision in the Agreement shall not in any way affect the validity or enforceability of any other provision and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had never been in the Agreement.

Severability. If any part of this Agreement is found to be invalid or unenforceable, that part will be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement will remain in full force and effect.