Exhibit 10.3





Exhibit 10.3




SETTLEMENT AGREEMENT AND SPECIFIC RELEASE




This Settlement Agreement and Specific Release (the “Agreement”) is entered into as of this
27th day of September, 2010 by and between ORBCOMM LLC, a limited liability company organized under
the laws of the state of Delaware, USA (“ORBCOMM LLC”); ORBCOMM Inc., a Delaware corporation
(“ORBCOMM Inc.” and together with ORBCOMM LLC “ORBCOMM”), each with its offices located at 2115
Linwood Avenue, Fort Lee, New Jersey 07024, USA; and OHB-System AG, a German corporation (“OHB
System”); OHB Technology AG, a German corporation (“OHB Technology” and together with OHB System,
“OHB”), each with its principal place of business located at Universitaetsallee 27-29, 28359
Bremen, Germany. OHB and ORBCOMM are hereinafter collectively referred to as the “Parties”.



WHEREAS, ORBCOMM Inc. and OHB System are parties to the (i) ORBCOMM CONCEPT DEMONSTRATION
SATELLITE BUS, INTEGRATION TEST AND LAUNCH SERVICES PROCUREMENT AGREEMENT B10LG 1197 dated as of
March 10, 2005 with respect to the Coast Guard Demonstration Satellite and (ii) Amendment Number 1
dated June 5th 2006, as amended, with respect to Quick Launch satellites #1-6 (such
agreements referred to in clauses (i) and (ii) of this paragraph, collectively, the “Satellite
Agreements”); and



WHEREAS, pursuant to a Settlement and Release Agreement (the “Insurer Settlement Agreement”)
dated on or about December 10, 2009, ORBCOMM, on the one hand, and the Insurers at Interest
identified in the Annex to the Insurer Settlement Agreement, and their subsidiaries, affiliates and
parents (the “Insurers”), on the other hand, finally and definitively settled any and all claims
arising from or in connection with or relating in any way to any and all of the Coast Guard
Demonstration Satellite and Quick Launch Satellites # 1-5 (collectively, the “Insured Satellites”),
whether under the Insurance Policy No. 576/ANS0209 (the “Policy”) or otherwise as set forth
therein; and


 


 









 





WHEREAS, pursuant to the Insurer Settlement Agreement (i) ORBCOMM acknowledged and agreed that
each of the Insurers is subrogated, but only to the extent of its respective proportion of the
Settlement Amount (as defined therein) paid by such Insurer, to any and all rights, actions, causes
of action, and claims of any kind in contract, tort, and/or otherwise that ORBCOMM now has or may
have against any persons, entity, firm or
organizations arising from or in connection with or relating to the loss or failure of the
Insured Satellites, in accordance with CONDITION 8 (Subrogation) of the Policy, including
but not limited to under any warranty provided by OHB (“Insurers’ Subrogation Claim”); and (ii)
each of the Insurers acknowledged and agreed that the Insurers are not subrogated into any of
ORBCOMM’s rights to the extent of and in proportion to the coinsurance provided by ORBCOMM under
the Policy, being $10,000,000 of the total amount of insurance of $60,000,000 (“ORBCOMM’s Pro-Rata
Retained Claim”), which rights remain with ORBCOMM, and that in accordance therewith ORBCOMM may
independently settle or pursue its own recovery action against any party, provided that ORBCOMM
shall do nothing to prejudice the Insurers’ rights of recovery; and



WHEREAS, simultaneously with the execution hereof, ORBCOMM Inc. and OHB System have entered
into an AIS Satellite Deployment and License Agreement for OHB System, through its affiliate
Luxspace Sarl, to design, construct and launch two (2) Automatic Identification System
microsatellites, any required ground support equipment and provide the launch services and
exclusive licenses as set forth therein; and as part of and in consideration of such agreement, (i)
ORBCOMM and OHB wish to settle and release each Party’s claims arising from or relating to Quick
Launch satellite #6, which is not an Insured Satellite under the Policy and (ii) ORBCOMM wishes to
settle and release OHB of its claims arising from ORBCOMM’s Pro-Rata Retained Claim, in each case
in accordance with the terms of this Agreement.


 


2









 





NOW, THEREFORE, in consideration of the mutual agreements and conditions set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:



1. Mutual Release — Quick Launch #6. Effective upon the execution by OHB System and
ORBCOMM Inc. of the AIS Satellite Deployment and License Agreement, except as set forth in
paragraph 2 below, the Parties release each other as follows (the “Mutual Release”):




The Parties hereby forever release, acquit, and discharge, and covenant
not to sue each other, and each of their respective
successors, parents, subsidiaries, trustees of each, and affiliates, and
each of their respective past, present and future officers, directors,
stockholders, partners, agents, representatives, and attorneys from any
and all claims and possible claims, demands, sums of money, actions,
rights, obligations, and liabilities of whatever kind, nature or
description, direct or indirect, whether known or unknown, hidden or
concealed, suspected or unsuspected, or hereafter discovered or
ascertained, whether or not accrued or asserted, in law or in equity, in
contract or in tort or otherwise, made or which could have been made by
reason of any matter, cause or thing in any way arising from or relating
to Quick Launch satellite #6.



2. Exclusions to the Mutual Release. For the avoidance of doubt, the following are
excluded from the Mutual Release: (i) any and all rights, actions, causes of action, defenses and
claims of any kind in contract, tort, and/or otherwise that the Insurers now have or may have
against any persons, entity, firm or organizations arising from or in connection with or relating
to the loss or failure of the Insured Satellites, including but not limited to under any warranty
provided by OHB or any claims or matter related to the Insured Satellites, (ii) any and all rights,
actions, causes of action, defenses and claims of any kind in contract, tort, and/or otherwise that
the Parties now have or may have against any persons, entity, firm or organizations arising from or
in connection with or relating to the loss or failure of the Insured Satellites and (iii) except as
set forth in paragraph 1, any rights, actions, causes of action, defenses and claims of any kind
that OHB now has or may have against ORBCOMM pursuant to the Satellite Agreements (other than with
respect to Quick Launch satellite #6); provided that ORBCOMM shall retain all rights in defense of
any such claims referred to in this clause (iii).


 


3









 





3. ORBCOMM Release — ORBCOMM’s Pro-Rata Retained Claim. Effective upon the execution
by OHB System and ORBCOMM Inc. of the AIS Satellite Deployment and License Agreement, except as set
forth in paragraph 4 below, ORBCOMM releases OHB as follows (the “ORBCOMM Release”):




ORBCOMM hereby forever releases, acquits, and discharges, and covenants
not to sue OHB, and its successors, parents, subsidiaries, trustees of
each, and affiliates, and its past, present and future officers,
directors, stockholders, partners, agents, representatives, and
attorneys (collectively, “OHB Released Parties”) from any and all
claims and possible claims, demands, sums of money, actions, rights,
obligations, and liabilities of whatever kind, nature or description,
direct or indirect, whether known or unknown, hidden or concealed,
suspected or unsuspected, or hereafter discovered or ascertained,
whether or not accrued or asserted, in law or in equity, in contract or
in tort or otherwise, made or which could have been made by reason of
any matter, cause or thing arising from ORBCOMM’s Pro-Rata Retained
Claim.



4. Exclusions to the ORBCOMM Release. For the avoidance of doubt, the following are
excluded from the ORBCOMM Release: (i) the Insurers’ Subrogation Claim and (ii) all of ORBCOMM’s
rights in defense of any claims by any persons in any way arising from ORBCOMM’s Pro Rata Retained
Claim, the Satellite Agreements or the Insured Satellites. The ORBCOMM Release shall be null and
void in all respects if any OHB Released Parties bring any legal or arbitral proceeding against
ORBCOMM or its affiliates in any way arising from ORBCOMM’s Pro-Rata Retained Claim, the Satellite
Agreements or the Insured Satellites.



5. Self-Operative Release. The Mutual Release and ORBCOMM Release set forth in this
Agreement shall be self-operative upon the exchange of fully-executed copies of this Agreement.



6. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto, their respective successors and permitted assigns. Neither this
Agreement nor any interests or obligations of either Party hereunder shall be assigned or
transferred (by operation of law or otherwise) to any person without the prior written consent of
the other Party.


 


4









 





7. Entire Agreement. This Agreement contains the entire agreement between the Parties
with respect to the subject matter of this Agreement, and supersedes any and all prior agreements
and understandings, whether oral or written, between the Parties with respect to the subject matter
of this Agreement. This Agreement may be amended only by an agreement in writing signed by a
duly-authorized representative of each of the Parties hereto.



8. Counterparts. This Agreement may be executed in one or more original counterparts,
such that when the executed signature pages are taken together, they shall constitute an original.



9. Confidentiality. Other than the fact of settlement, the facts regarding the claims
and this settlement shall be confidential except to the extent that such disclosure is reasonably
necessary for purposes of (i) communicating financial and other disclosure information and results
to investors; (ii) responding to inquiries or requests from regulatory agencies or self-regulatory
agencies; (iii) obtaining legal, accounting or other professional services; (iv) enforcing the
Agreement; (v) dealing with the Insurers or other insurance carriers; and (vi) responding to other
inquiries as may be legally required.



10. Representations of Parties. The Parties represent that they have read the terms
of this Agreement, that such terms are fully understood by each of them, that they have authority
to enter into the same, and that they have entered into this Agreement voluntarily with full
knowledge of the effect thereof. The individuals executing this Agreement on behalf of the Parties
represent that they have full power and authority to execute it on behalf of such Party.



11. No Admissions of Liability and Fault. Neither the execution and acceptance of
this Agreement, nor the performance of obligations hereunder, shall constitute in any manner, or is
to be presumed, construed, or deemed to be an admission of liability, fault, wrongdoing, or
misconduct, of any kind by any Party.



12. Interpretation. The Mutual Release and ORBCOMM Release set forth in this
Agreement shall not be interpreted to prejudice (i) the Insurers’ right of recovery against OHB, if
any, with respect to the Insured Satellites or the Insurers’ Subrogation Claim; or (ii) either
Party’s defenses with respect to the Insured Satellites or the Insurers’ Subrogation
Claim. This Agreement shall be interpreted, construed and enforced according to the
substantive laws of the State of New York. Any dispute arising out of this Agreement, or the
breach thereof, shall be brought in a court of competent jurisdiction in the State of New York, the
parties expressly consenting to venue in the State of New York.


 


5









 





IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	OHB-SYSTEM AG

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	OHB TECHNOLOGY AG

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ORBCOMM LLC

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ORBCOMM INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


6