Exhibit











6100 CENTER DRIVE, SUITE 1020
LOS ANGELES, CA 90045


March 23, 2018


Josh Marks
c/o Global Eagle Entertainment Inc.
6100 Center Drive, Suite 1020
Los Angeles, CA 90045


Re: Second Amended and Restated Employment Letter


Dear Josh:


Global Eagle Entertainment Inc. (the “Company”) is pleased to offer you employment on the terms set forth herein.  The terms in this letter agreement (this “Agreement”) shall become effective on April 1, 2018, from and after which date this Agreement shall amend and restate and supersede in all respects your Amended and Restated Employment Letter dated August 9, 2016.


You and the Company hereby agree as follows:


1.         Position. Your initial title will be Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”).


2.         Commencement Date.  Your first day as CEO will be April 1, 2018 (the “Commencement Date”).
3.         Cash Compensation.  The Company will pay you an initial base salary at the rate of $500,000 per year from and after the Commencement Date (as may be reviewed and adjusted from time to time in the discretion of the Board’s Compensation Committee), less applicable withholdings and payroll taxes, payable in accordance with the Company’s standard payroll schedule.   In addition to the foregoing base salary, you will be eligible for an annual performance bonus under the Company’s Annual Incentive Plan (as in effect from time to time) (the “AIP”), with an initial AIP bonus target of 100% of your annual base salary. (Your 2018 AIP bonus (if any) will be calculated using that target and your new annual base salary effective on the Commencement Date, without any “blending” based on your prior AIP target or annual base salary in effect during 2018 prior to the Commencement Date.) The final determination of eligibility and payment of all performance bonuses shall be subject to the complete discretion of the Compensation Committee.


4.         Equity Incentive.    The Compensation Committee may consider you for equity grants from time to time, including in respect of your service during the 2018 performance year.


5.         Change in Control and Severance Protection.   You will continue to participate in the Company’s Change in Control and Severance Plan for Senior Management (as amended from time to time, the “Executive Severance Plan”) as a “Tier II participant” thereunder. You agree that this Agreement constitutes your affirmative election in writing to continue to be treated as a “Tier II participant” under the Executive Severance Plan notwithstanding your new position as CEO, unless and until you and the Compensation Committee mutually agree otherwise at a future date.  For the avoidance of doubt, your relocation and commuting to (and/or working out of) the Company’s offices in Los Angeles, California (and 











any other associated changes in your employment terms as outlined herein) shall not be deemed “Good Reason” under the Executive Severance Plan.   In addition to your Executive Severance Plan protections, if the Company terminates your employment without “Cause” or if you terminate your employment for “Good Reason” (each as defined in the Executive Severance Plan), then the Company shall reimburse you for (i) contractual lease penalties arising out of the termination of your Los Angeles, California apartment lease (if you continue to rent an apartment in Los Angeles at that time) and (ii) transportation expenses for one vehicle and your apartment contents from Los Angeles, California to Washington, D.C. (if you continue to rent an apartment in Los Angeles at that time).


6.         Relocation Expenses.   The Company will provide you with a one-time relocation expense reimbursement (subject to the Company’s customary relocation policies) in connection with the relocation of your Miramar, Florida residence to Los Angeles, California.


7.         Temporary Living Allowance. The Company will pay you an allowance of $237 per day for each working day that you are in the Company’s Los Angeles, California offices, until the earlier of (i) the 12-month anniversary of the Commencement Date and (ii) the date on which you establish a primary residence in the Los Angeles, California area.


8.         Employee Benefits.  You will continue to be entitled to receive standard employee benefits (including paid-time-off benefits) made available by the Company to its employees to the full extent of your eligibility.  The Company reserves the right to add, terminate and/or amend any employee benefit plans, policies, programs and/or arrangements from time to time without notice or consideration paid to you.


9.         Expense Reimbursement.  In accordance with the Company’s travel and expense-reimbursement policies, the Company shall reimburse you for all business travel.  The Company will also reimburse other out-of-pocket expenses reasonably incurred by you in the performance of your services hereunder during the term of your employment.  All reimbursable expenses shall be appropriately documented in reasonable detail by you upon submission of any request for reimbursement, and in a format and manner consistent with the Company’s expense reporting policies and procedures, as well as applicable federal and state tax record-keeping requirements.


10.       Restrictive Covenant Agreement.  You previously signed on August 4,
2015 the Company’s Employee Statement & Agreements Regarding Confidentiality, Proprietary Information and Invention Assignment (the “Restrictive Covenant Agreement”). Your Restrictive Covenant Agreement is attached hereto as Attachment A. It shall continue in full force and effect from and after the date hereof.


11.       Employment Relationship.   Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this Agreement. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).


12.       Director Service. During your tenure as CEO, the Board will nominate you to serve as a member of the Board, and submit your nomination for stockholder approval at each annual stockholders’ meeting during that period. You will not receive any director compensation for your Board service with respect to any period during which you are a Company employee.













13.       Outside Activities.  While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the prior written consent of the Board.  You have indicated that you may request in the future to serve on the board of directors of one privately-held for-profit company, and the Board will consider that request in good faith at such time under the Company’s Conflicts of Interest Policy.


14.     Employee Representations, Warranties and Covenants; Company Policies. You represent and warrant that you have no contractual commitments or other legal obligations or restrictions (including to any prior employer) that would prohibit or impair you from performing your duties for the Company.  You agree not to violate any confidentiality, restrictive covenant (e.g., a non-solicitation or non-competition obligation) or other obligations that you owe to any other person (including to any prior employer) during your employment with the Company. You agree to abide by the Company’s general employment policies and practices, including those set forth in its Employee Handbook, its Conflicts of Interest Policy, its Code of Ethics and its Whistleblower Policy and Procedures (as each may be amended from time to time) as well as such other policies and procedures as the Company establishes from time to time.


15.     Withholding Taxes.   All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.


16.     Severability.   Any provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties waive any provision of law which renders any such provision prohibited or unenforceable in any respect.


17.       Applicable Law; Jurisdiction.  This Agreement will be governed by, and construed in accordance with, the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Subject to the requirements of this Section 17 and those in Section 18, in any action between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the jurisdiction and venue of the state and federal courts located in the State of California; (b) if any such action is commenced in a state court, then, subject to applicable law, no party will object to the removal of such action to any federal court located in the State of California; (c) each of the parties irrevocably waives the right to trial by jury; and (d) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address on file with the Company. Notwithstanding anything to the contrary herein, prior to any party commencing any proceeding, the parties shall negotiate in good faith to resolve the dispute in question before commencing the dispute resolution procedures set forth in Section 18 or an action under this Section 17.


18.       Arbitration. Except for injunctive or other equitable relief or as otherwise provided in this Agreement, any dispute arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be determined by arbitration in the State of California, before a single arbitrator that is independent of the parties and selected in accordance with, and the arbitration shall be administered by JAMS pursuant to JAMS’s Comprehensive Arbitration Rules and Procedures excluding its optional Arbitration Appeal procedures. The arbitration hearings shall be confidential. To the maximum extent permitted by legal requirements, the decision of the arbitrator shall be final and binding and not be subject to appeal (but will be subject to being vacated pursuant to 7511 of the New York Code). Each party will 











bear its own fees and expenses. If a party against whom the arbitrator renders an award fails to abide by such award, the other party may seek to enforce such award in a court of competent jurisdiction.


19.       No Waiver. Except as otherwise provided herein, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. Any term, covenant, agreement, obligation, undertaking, condition, representation or warranty under this Agreement may be waived at any time by the party which is entitled to the benefit thereof, but only by a written notice signed by such party expressly waiving such term, covenant, agreement, obligation, undertaking, condition, representation or warranty. The failure of any party to insist, in any one or more instances, upon performance of the terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of any right granted hereunder or of the future performance of any such term, covenant or condition. No waiver on the part of any party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, shall preclude any further exercise thereof or the exercise of any other such right, power or privilege.


20.       Amendment.   This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by all of the parties hereto.


21.       Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and it will not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more than one of such counterparts. All counterparts shall constitute one and the same instrument. Each party may execute this Agreement via a facsimile (or transmission of a PDF file) of a counterpart of this Agreement. In addition, facsimile or PDF signatures of authorized signatories of any party shall be valid and binding and delivery of a facsimile or PDF signature by any party shall constitute due execution and delivery of this Agreement.


22.       Entire Agreement.   This Agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company, including your Offer of Employment dated August 4, 2015 and your Amended and Restated Employment Letter dated August 9, 2016; provided, however, that this Agreement shall not supersede either party’s obligations as set forth in the Agreement and Plan of Merger made and entered into as of August 4, 2015 (the “Merger Agreement”) between us relating to the MasFlight acquisition, which obligations shall continue in full force and effect, including with respect  to  any earn  out  amounts  that  may become payable to  you  pursuant  to  the Merger Agreement. Subject to the proviso in the immediately preceding sentence, the parties have voluntarily agreed to define their rights, liabilities and obligations respecting the subject matter hereof exclusively in contract pursuant to the express terms and provisions of this Agreement; and the parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, the parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s length negotiations.


***






















Please  indicate  your  agreement  with  these  terms  by  signing  and  dating  this Agreement and returning it to the undersigned.


	
				
	 
	 
	Very truly yours,

	 
	 
	 
	 

	 
	 
	GLOBAL EAGLE ENTERTAINMENT INC.

	 
	 
	By:
	/s/: Jeff Leddy

	 
	 
	Printed Name:
	Jeff Leddy

	 
	 
	Title:
	CEO








I have read and accept this Agreement and the terms herein:
	
					
	/s/: Josh Marks
	 
	 
	 

	Josh Marks
	 
	 
	 

	 
	 
	 
	 
	 

	Dated:
	March 23, 2018
	 
	 
	 








Attachment


Attachment A:            Employee Statement & Agreements Regarding Confidentiality, Proprietary Information and Invention Assignment












Attachment A


See attached.


(As entered into with the Company on August 4, 2015.)









Attachment A


GLOBAL EAGLE ENTERTAINMENT INC. EMPLOYEE STATEMENT & AGREEMENTS REGARDING CONFIDENTIALITY, PROPRIETARY INFORMATION
AND  INVENTION ASSIGNMENT


In  consideration of and as a condition  of my employment  and continued  employment  with  Global  Eagle Entertainment Inc.,  its  subsidiaries,  affiliates,  successors  or assigns  (together  "Global  Eagle"),  and my receipt  of the  salary  and  other  compensation  to  be  paid  to  me  by  Global  Eagle,  I, the  undersigned employee,  do hereby agree to the following (this "Agreement"):


1. PROPRIETARY INFORMATION, COPYRIGHTS, MASK WORKS & INVENTIONS
Global  Eagle is an electronics, entertainment and services firm  engaged  in the research,   development, manufacturing,  sale,  support  and  provision   of electronic  and  communication  systems,   entertainment content;   content   logistics   and  processing,  and  components   and  materials  for  providing   broadband internet, video and voice services on aircraft (the "Business of Global Eagle").


The  success  of Global  Eagle depends,  among  other  things,  upon  strictly  maintaining  confidential and secret  information  relating  to  its  trade  secrets,  technology,   accounting,  costs,  research,  development, sales,  manufacturing,  methods,  production,  testing,  implementation,  marketing,' financial   information, financial  results,  products,  customers,  suppliers,  staffing  levels,  employees,  shareholders, officers  and other information  peculiarly within the knowledge of and relating  to the Business of Global  Eagle,  and to which  employees  may  acquire  knowledge  or have access  to  during the course  of their employment  by Global Eagle. All such  information is hereinafter collectively referred to as "Proprietary Information." Proprietary  Information  shall be broadly  defined,   It includes  all information, data, trade secrets or know how that has or could  have commercial  value or other utility in the Business of Global Eagle or in which it  contemplates   engaging.     Proprietary  Information  also   includes  all  information  the  unauthorized disclosure of which  is  or could  be  detrimental  to the  interests of Global  Eagle, whether   or not  such information is  identified as confidential  or proprietary information by Global Eagle.


Notwithstanding the above, Proprietary Information shall not include  any information,  data, trade secrets or know-how  that (i) I  can prove was known by me prior to the commencement of my employment  with Global Eagle  or (ii)  is or becomes  publicly  known from another  source  that  is under  no  obligation  of confidentiality to  Global  Eagle  without  fault  on  my  part.   I  do  not  know any information,  data,  trade secrets  or know-how that would be Proprietary  Information but for this provision.


The success  of Global Eagle also depends  upon the timely disclosure  of inventions made by Global Eagle employees  in the course  of their employment  and, in appropriate circumstances,  the full cooperation  of employee  inventors  in  filing,  maintaining  and  enforcing  United  States   and  foreign  country  patent applications  and patents covering such inventions.


In view of the foregoing and in consideration ofmy employment  by Global  Eagle and as a further condition thereof, I agree as fol1ows:


A.           PREVIOUS EMPLOYMENT
I acknowledge that  it is the policy  of Global  Eagle to require that  its employees  strictly honor   all   obligations   regarding    proprietary information   of  former   employers.  I acknowledge and agree that  1   have a continuing  obligation  to protect and safeguard the proprietary   information of my former employer(s), if any. 1 agree to read my agreement(s),  if  any,   with   my former employers(s)  with   respect to  proprietary information and to abide by all the terms and conditions  set forth therein.


B.          PROPRIETARY INFORMATION
I   shall   use  my   best   efforts   to  exercise   utmost   diligence   to  protect   and  guard  the Proprietary  Information  of  Global  Eagle.  Neither  during  my  employment   by  Global Eagle nor thereafter shall I, directly or indirectly, use for myself or another,  or disclose to another,  any Proprietary  Information  (whether  acquired,  learned,  obtained  or developed by me alone  or in  conjunction with others) of Global  Eagle,  except  as such  disclosure  or use is (i) required  in  connection  with my employment  with Global Eagle,  (ii) consented to  in  writing  by  Global  Eagle  or (iii)  legally  required  to  be  disclosed  pursuant  to  a subpoena  or court order, and in the case of (iii), disclosure may only be made after I have informed   Global   Eagle   of  such  requirement   and   assisted   Global   Eagle   in   taking reasonable  steps  to  seek  a protective  order or other  appropriate  action.    I  agree  not to remove  any materials  relating  to the work  









performed  at Global  Eagle  without  the prior written  permission  of the  Board  of Directors  of Global Eagle.  Upon  request  by Global Eagle  at any time,  including  the  event  of my termination  of employment with  Global Eagle,  I  shall promptly  deliver  to Global Eagle,  without  retaining  any  copies,  notes or excerpts   thereof,   all  memoranda,  journals,   notebooks,   diaries,  notes,  records,   plats, sketches,  plans,  specifications,  or other  documents  (including  documents  on electronic media) relating directly or indirectly to any Proprietary  Information made or compiled by or delivered  or made  available  to or otherwise  obtained  by me.  Each  of the foregoing obligations  shall  apply  with respect to Proprietary  Information  of customers,  contractors and others with whom  Global  Eagle  has a business  relationship,  learned  or acquired  by me during the course ofmy employment by Global  Eagle.  The provisions  of this section shall  continue  in  full  force  and effect  after  my termination  of employment  for  whatever reason.  Notwithstanding anything herein to the contrary,  nothing in this Agreement  shall (i) prohibit  the  employee  from  making  reports  of  possible  violations  of federal  law  or regulation to any governmental  agency or entity in accordance with the provisions of and rules promulgated  under Section 21F of the Securities  Exchange  Act of 1934  or Section 806  of  the  Sarbanes-Oxley  Act  of 2002,   or  of  any  other  whist]eblower  protection provisions   of state  or  federal  law  or  regulation,   or  (ii)  require   notification  or  prior approval  by Global Eagle of any reporting described  in clause (i).


C.          COPYRIGHT  & MASK WORKS
All rights  in and to any copyrightable  material (including, but not  limited to, computer programs)   or  material   protectable   as  a  mask  work  under  the  Semiconductor  Chip Protection  Act  of  1984  which  I   may  originate pursuant  to  or  in  connection   with  the Business  of Global  Eagle,  and  which  are  not  expressly  released  by  Global  Eagle  in writing,  shall  be deemed  as a work for  hire  and shall be the sole and exclusive  property of Global Eagle, its successors,  assigns or other legal representatives.


D.          INVENTIONS
With the exception of "EXEMPT"    inventions,  as defined  herein, any  and all  inventions, including origina1 works of authorship,  concepts, trade secrets, improvements, developments  and discoveries,  whether  or not patentable  or  registrable  under  copyright or  similar  laws,  which   I   may  conceive  or  first  reduce  to  practice  (or  cause  to  be conceived  or first. reduced  to practice),  either  alone  or with others  during  the period  of my employment  by Global  Eagle  (hereinafter  referred  to as "Global  Eagle  Inventions") shall  be  the  sole  and  exclusive   property   of  Global   Eagle,   its   successors,   assigns, designees, or other legal representatives ("Global Eagle Representatives") and shall  be promptly disclosed to Global Eagle in writing, and I  hereby assign to Global Eagle all of my right, title and interest in such Global Eagle Inventions.


I  agree to keep and maintain adequate and current written records of all Global Eagle Inventions and their development that I  make (solely or jointly  with others) during the period of employment.   These records will be in the form  of notes, sketches,  drawings, and any other  format  that  may be specified  by  Global Eagle.    The  records  will be available to and remain the sole property of Global Eagle at all times.


I shall, without further compensation or consideration, but at no expense to me:


(a)        Communicate to Global Eagle any facts known by me respecting said Global Eagle Inventions;


(b)       do all lawful acts, including the execution and delivery of all papers and proper oaths and the giving of testimony deemed necessary or desirable by Global Eagle or Global Eagle Representatives,  with regard to said Global Eagle Inventions, for protecting, obtaining,  securing  rights  in,  maintaining  and  enforcing  any  and  all  copyrights, patents, mask work rights or other  intellectual  property  rights in  the United States and throughout the world for said Global Eagle Inventions, and for perfecting, affirming,   recording   and   maintaining   in   Global   Eagle   and    Global   Eagle Representatives sole and exclusive right, title and interest in and to the Global Eagle Inventions,  and  any  copyrights,  Patents,  mask  work  rights  or  other  intellectual property rights relating thereto; and


(c)        generally cooperate to the fullest extent in all matters pertaining to said Global Eagle Inventions,   original   works of  authorship, concepts,  trade  secrets,  improvements, de'-';elopments and discoveries, any and all applications, specifications, oaths, assignments  and all other instruments  which Global  Eagle  shall  deem necessary  in order to apply for and obtain such rights and in order to assign and convey to Global Eagle,  its successors,  assigns  and nominees  the sole  and  exclusive  rights, title and interest  in  and to such Global 









Eagle Inventions,  and any copyrights, patents, mask work rights or other intellectual  property rights relating thereto.


An "EXEMPT"    invention is one which:


(a)         was developed entirely on my own time without using Global Eagle equipment, supplies, facilities, or trade secret information;


(b)        does not relate at the time of conception or reduction to practice of the invention to Global  Eagle  business,  or to  its  actual  or  demonstrably  anticipated  research  or development; and


(c)        does not result from any work performed by me for Global Eagle.




Inventions  which I  consider to be "EXEMPT"  but made solely  or jointly  with others during the term of my employment,  shall be disclosed in confidence to Global Eagle for the purpose of determining such issues as may arise.


I  acknowledge  and agree that my obligations  with respect to the foregoing shall continue after the termination   of my employment  with  Global Eagle.  If Global  Eagle is unable because  of my  mental   or  physical   incapacity  or  for  any  other  reason   to  secure  my signature   lo  apply  for  or  to  pursue  any  application  for  any  United  States  or  foreign patents  or copyright  registrations covering Global Eagle Inventions or original  works of authorship  assigned  lo Global  Eagle as above,  then I hereby  irrevocably designate  and appoint  Global  Eagle  and  its  duly  authorized   officers  and  agents  as  my  agent  and attorney  in  fact,  to  act for and  in  my  behalf and  stead  to  execute  and  file any  such applications   and to do  all other lawfully permitted  acts to  further the  prosecution  and issuance  of  letters,  patents  or copyright  registrations  thereon  with the same  legal  force and effect as if executed by me.


Listed  on  the  attached   sheet  by  descriptive  title  for  purposes   of identification  only  are  all  of the inventions made by me (conceived  and reduced to practice) prior to my employment  by Global  Eagle that I consider to be my property and excluded  from this Agreement.


NOTICE UNDER  SECTION 2872
This Agreement  has been drafted to be in conformance with Section 2870 of Article 3 .5 (INVENTIONS MADE BY EMPLOYEE) of the Labor Code of the State of California as amended  1991  and, as required by  Section 2872,  notification  is hereby  given that  this  Employment  Agreement   does  not  apply  to  an invention which qualifies  as an "EXEMPT" invention under the provisions of Section 2870. Global Eagle reserves  the right to modify  Provision  D to conform  to applicable  state or federal  law.  Please  note  that your  obligations  under this  Agreement   may  change  pursuant   to  changes  in the  law  of the  State  of California.   California Labor Code Section 2870 reads as follows:


(a) Any  provision  in an employment  agreement  which  provides  that  an employee  shall assign,  or offer to assign,  any of his or her rights in an invention to his or her employer shall  not apply  to an invention  that the employee  developed  entirely  on his or her own time   without  using  the  employer's  equipment,   supplies,  facilities,   or  trade   secret information  except  for those  inventions  that  either:  (!)  Relate  at the time of conception or  reduction  to  practice  of the  invention  to  the  employer's   business,  or  actual  or demonstrably   anticipated  research  or  development of the employer;  or (2) Result  from any work performed by the employee for the employer.     (b) To the extent a provision  in an  employment   agreement   purports   to  require   an  employee  to  assign  an  invention otherwise  excluded   from  being   required   to  be  assigned   under  subdivision  (a),  the provision is against the public policy of this state and is unenforceable.


2. NON-COMPETITION AND NON-SOLICITATION
I  acknowledge  and  agree  that  Global  Eagle is entitled  to  protect  its legitimate business  interests  and investments and prevent me from using my knowledge of its trade secrets and Proprietary Information to the detriment of Global  Eagle.  I  also  acknowledge  that the nature of the business  of Global Eagle  is  such that the on-going  relationship among Global  Eagle  and its  employees,  clients  and customers  is  material and has a significant  effect on the ability of Global Eagle to obtain business.  In view of the foregoing and in consideration ofmy  employment  by Global Eagle and as further condition thereof, I agree as follows:


A.          NON-COMPETITION











During  the  period  of my  employment,  I  will  use  my best  efforts,  skill  and judgment 10 promote  and  advance  Global Eagle's  business  interests  and refrain  from  competing,  directly or indirectly, with Global  Eagle.


B.         NON-SOLICITATION
During  the  period   of my  employment   and  for  one  (1)  year  thereafter   (the  "Restricted Period"),   I. will  not,  without  Global  Eagle's  prior  written  consent,   directly  or  indirectly, induce,  knowingly  solicit  or  encourage   to  leave  the  employment   of Global  Eagle,  any employee  of Global Eagle.


I  acknowledge  that the limits set forth herein are reasonable  and properly  required to adequately protect Global  Eagle's  legitimate  business   interests  and  to  prevent  unfair  competition.  However,   if in  any proceeding,  a court or arbitrator  shall refuse to enforce  this Agreement,  whether  because  the time limit  is too long  or because  the restrictions  contained  herein are more extensive  (whether  as to geographic  area, scope of husiness  or otherwise) than  is necessary  to protect the business of Global Eagle,  it is expressly understood  and agreed  between  the patties hereto  that this Agreement  is deemed  modified  to the extent necessary  to permit this Agreemeut  to be enforced  in any such proceedings.


3. ARBITRATION


Except  for injunctive or other  equitable  relief or as otherwise  provided in this Agreement,  any dispute arising  out of DI'  relating  to this Agreement  or any of the transactions  contemplated by this  Agreement shall be determined  by arbitration in the Commonwealth of Virginia, before a single arbitrator  that  is independent of the parties  and selected  in accordance  with, and the arbitration shall be administered by JAMS  pursuant  to  JAMS'  Comprehensive  Arbitration   Rules  and  Procedures   excluding   its  optional Arbitration  Appeal  procedures.   The arbitration hearings  shall -be confidential.  To the maximum extent permitted  by  legal  requirements, the  decision  of the  arbitrator  shall  be  final  and  binding  and not be subject to appeal  (but will be subject  to being vacated pursuant  to 7511  of the New York Code).  Each party will  bear its  own fees  and expenses.    If a party  against whom the arbitrator renders an award fails to  abide  by  such  award,  the  other  party  may  seek  to  enforce  such  award  in  a  court  of competent jurisdiction.


4.  GENERAL PROVISIONS


A.          This Agreement  will be governed by the laws of the Commonwealth of Virginia.


B.         This Agreement  sets  forth  the  entire  agreement  and understanding  between  Global Eagle and me relating to the subject matter herein and merges all prior discussions between us. No · modification  of DI'  amendment  to this  Agreement,  nor any waiver  or any rights  under this Agreement,  will  be  effective  unless  in  writing  signed  by  the  patty  to  be  charged.  Any subsequent   change  or  changes  in  my  duties,  salary  or  compensation  will  not  affect   the validity or scope of this Agreement.


C.          Nothing  contained  herein shall be construed to require the commission of any act contrary to law. Should  there  be any conflict  between any provisions hereof and any present  or future statute, law, ordinance, regulation, or other pronouncement  having the force of law, the latter shall  prevail,  but the  provision  of this Agreement  affected thereby  shall  be curtailed  and limited  only  to  the  extent  necessary  to bring  it within  the requirement of the law, and the remaining provisions  of this Agreement  shall remain in full force and effect.


D.            This Agreement may not be assigned  by me without  the prior  written  consent  of Global Eagle.  Subject to the foregoing sentence, this Agreement  will  be binding  upon  my heirs, executors,   administrators   and  other  legal  representatives  and  will  be  for the  benefit  of Global Eagle, its successors,  and its assigns.


E.           The provisions  of this Agreement  are severable,  and if any one or more provisions  may be determined to  be  illegal  or otherwise  unenforceable,  in whole  or  in part,  the  remaining provisions   or parts thereof shall  nevertheless  be binding  and enforceable.   In the event  that any provision  of this Agreement  is  deemed  unenforceable,  Global Eagle  and I  agree that a court or an arbitrator chosen  pursuant to the terms hereof shall reform  such provision  to the extent  necessary  to  cause it to  be enforceable to  the  maximum extent  permitted  by  law. Global  Eagle  and 1   agree that each desires  the court or arbitrator  to reform  such provision, and therefore  agree that the court or arbitrator  will have jurisdiction to do so and that each will abide by the determination of the court or arbitrator.











I   have  had the opportunity  to review this Agreement  at my leisure and have had the opportunity to ask questions  regarding  the  nature  of my employment  with  Global  Eagle  I  have  also  been  advised  that  I would  be given  the opportunity to allow  my legal  counsel  to assist  me in  the  review  of this Agreement prior  to  my  execution   of this  Agreement.   1     agree  to  execute  any  proper  oath  or  verify  any  proper document  required  to carry out the terms  of this Agreement.  I represent  that  my performance  of all the terms  of this  Agreement  will  not breach  any agreement  to keep  in confidence  proprietary information acquired  by me in  confidence  or in  trust  prior to my employment  by Global  Eagle.  1   have  not entered into, and I agree 1   will not enter into  any oral  or written agreements  in conflict  herewith.


[signature page follows]














l have  road, and  l understand and agree to comply with all conditions above without any reservation whatsoever.


	
						
	Signature:
	/s/: Joshua Marks
	 
	Date:
	August 4, 2015

	Print Employee Name:
	Joshua Senegal Marks
	 
	 
	 




	
		
	Global  Eagle Entertainment lnc,

	By:
	/s/:Jay Itzkowitz

	Name:
	Jay Itzkowitz

	Title:
	SVP & General Counsel