Exhibit 10.4**EMPLOYMENT-AT-WILL AGREEMENT****between****ORBIMAGE HOLDINGS INC.****and****Henry E. Dubois****Effective as of January 3, 2006****To Henry E. Dubois:****1.**     **Employment By The Company.**          **1.1**Subject to terms set forth herein, the Company agrees to continue to employ you as anemployee-at-will in the capacity of Executive Vice President and Chief Financial Officer. In thisposition, you will report to the Company’s Chief Executive Officer, and be charged with supervisingthe general financial operations of the Company.**2.**     **Compensation & Benefits.** **2.1** **Salary.**You will receive an initial gross base annual salary of $250,000,which will be paid and reviewed in accordance with standard Company policy (currentpayment policy is bi-weekly; current review cycles are annual).  **2.2** **Company Benefits.** **2.2.1** You will be entitled to all rights and benefits for which youare eligible under the terms and conditions of the standard Company benefitsand compensation practices which may be in effect from time to time andprovided by the Company to its employees in senior executive positions (the“Company Benefits”).  **2.2.2** The Company will pay up to $1,500 in premiums annually towardyour company provided life insurance coverage. Such coverage will be in theamount of $900,000, subject to the continuing approval of the Company’s lifeinsurance carrier.  **2.2.3** To the extent allowed by the Company’s 401(k) plan, yourcommencement of employment for purposes of vesting will date from July 1, 2005,which both you and the Company agree was the date on which the nature of yourservices were shifted from a casual or temporary basis to a full time basis.  **2.2.4** You will be entitled to reimbursement of moving expenses up to$100,000 for documented expenses. Such reimbursement will include, but not belimited to, normal moving and relocation expenses (as detailed in the
 

 
   Company’s standard relocation policy), closing costs associated with thesale of one existing home and the closing costs (including points)associated with the purchase of one home within the geographic vicinity ofthe Company’s Dulles, Virginia office, costs associated with temporaryhousing within the geographic vicinity of the Company’s Dulles, Virginiaoffice, expenses relating to commuting to your house in Vermont for up tosix months from the date hereof, and other legitimate expenses associatedwith relocation to the geographic vicinity of the Company’s Dulles, Virginiaoffice. Please note that some relocation expenses are considered income bythe IRS. ORBIMAGE is required to withhold federal, FICA, and state taxes onthese taxable relocation expenses. All such taxes will be withheld at thetime of employee reimbursement. Eligible third party payments such astemporary housing will be taxed on the following payday and will be withheldfrom your paycheck. **2.3** **Severance.**You will be entitled to the severance benefits (“SeveranceBenefits”) described in Section 6 below, subject to the other terms and conditionsof this Agreement.  **2.4** **Bonuses.**You will be eligible to receive an annual bonus of 50% of your basesalary at target, subject to adjustment based upon the Company’s performance as shownon Appendix A hereto. 50% of your annual bonus will be paid in common stock of theCompany and the remainder will be paid in cash. You may elect to receive a higherproportion of your bonus in common stock. For the purpose of calculating the number ofshares of common stock to be issued, the value of such shares of common stock shall bethe “Fair Market Value” of such shares as defined in the Company’s 2003 Employee StockIncentive Plan. Payment of bonuses will be made in accordance with the Company’sstandard policy for payment of executive bonuses.  **2.5** **Stock Grants** **2.5.1** **Restricted Stock.**On the latter of the date that you commenceyour employment or the date on which the Company’s registration statement onForm S-8 becomes effective, the Board of Directors of the Company will issue5,000 shares of restricted common stock of the Company to you pursuant to theCompany’s 2003 Stock Incentive Plan. The Company will also pay you up to$50,000 to cover the costs of an 83(b) election on such shares, inclusive ofamounts necessary to gross up for income, employment or other similar taxpurposes. To the extent less than $50,000 is required for the inclusive costsassociated with such 83(b) election, the Company will issue additional sharesof restricted common stock and pay an amount necessary to cover the taxes duefor the 83(b) election (inclusive of income, employment and similar taxes),until the total of the
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   Fair Market Value (as defined in the Plan) of all such additional shares andthe total amounts paid for the 83(b) election for all shares issuedhereunder equals $50,000. All such shares (subject to changes set forth ina separate Restricted Stock Agreement to be entered into between you and theCompany), will vest on January 1, 2009. You will be granted “piggyback”registration rights for such shares on any registration statement under theSecurities Act of 1933, as amended, registering common stock for sale filedby the Company, subject to the cutback rights of the Company or the holdersfor whom such registration statement is filed; provided that to the extentone or more registration statements are filed before December 31, 2006, atleast one shall include your shares if you have so requested.  **2.5.2** **Stock Options.**On the date that you commence you employment,you will be granted options to purchase 22,500 shares under the Company’s 2003Employee Stock Incentive Plan, with a strike price of the “Fair Market Value”on the date of such grant. Of such options (subject to changes set forth in aseparate Option Agreement to be entered into between you and the Company), 25%will vest on each December 31 beginning with December 31, 2006. You will begranted “piggyback” registration rights for the shares underlying such optionson any registration statement under the Securities Act of 1933, as amended,registering common stock for sale filed by the Company, subject to the cutbackrights of the Company or the holders for whom such registration statement isfiled; provided that to the extent one or more registration statements arefiled before December 31, 2005, at least one shall include your shares if youhave so requested..  **2.5.3** **Additional Awards.**You will be eligible for additional grantsof options and restricted stock under the Company’s 2003 Employee StockIncentive Plan and future plans as determined by the Compensation Committee ofthe Company’s Board of Directors in its sole discretion.  **2.5.4** **Tax Gross Up; Consultant Restricted Stock.**In order to avoidthe necessity of sales of stock by you to cover income tax due on “dry income”caused by the issuance to you of stock as required by the consultingarrangement between you and the Company prior to your employment as ChiefFinancial Officer, the Company and you agree to the provisions of this section.On the date on which the Company’s registration statement on Form S-8 becomeseffective, the Board of Directors of the Company will issue 3,000 shares ofrestricted common stock of the Company to you pursuant to the Company’s 2003Stock Incentive Plan and the Company will also pay you $24,000 to cover taxesassociated with such shares, including the costs of an 83(b) election on suchshares. You will be granted “piggyback” registration rights for such
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   shares on any registration statement under the Securities Act of 1933, asamended, registering common stock for sale filed by the Company, subject tothe cutback rights of the Company or the holders for whom such registrationstatement is filed; provided that to the extent one or more registrationstatements are filed before December 31, 2006, at least one shall includeyour shares if you have so requested.**3.**     **Proprietary Information Obligations.** **3.1** **Confidentiality.**You agree that all Confidential Information will be held incomplete confidence and that you will not, during your employment with the Company,except in the performance of your duties to the Company, or at any time after thetermination of your employment with the Company, disclose to any person (other than theCompany or its affiliates), or use for your own account, without the prior writtenconsent of the Company, any Confidential Information. For purposes of this Agreement,the term “Confidential Information” shall mean information relating to thebusiness and affairs of the Company or any of its affiliates that is of a confidentialnature.  **3.2** **Ownership of Trade Secrets, etc.**(a) All non-public written materials, records and documents made by you or cominginto your possession during your employment with the Company concerning the businessor affairs of the Company or any of its affiliates, except for personal, financial,or legal records, shall be the sole property of the Company and its affiliates. Uponthe termination of your employment with the Company or upon the earlier request ofthe Company during your employment with the Company, you shall promptly deliver thesame to the Company (or its designee).(b) You agree that any trade secret, invention, improvement, patent, patentapplication or writing, and any program, system or novel technique (whether or notcapable of being trademarked, copyrighted or patented) conceived, developed orotherwise obtained by you during your employment with the Company relating to thebusiness, property, methods, suppliers or customers of the Company or any of itsaffiliates shall be the property of the Company and its affiliates; and you agree togive the Company prompt written notice of your conception, invention, authorship,development or acquisition of any such trade secret, invention, improvement, patent,patent application or writing, and any program, system or novel technique and toexecute such instruments of transfer, assignment, conveyance or confirmation andsuch other documents and to do all appropriate lawful acts as may be required by theCompany to transfer, assign, confirm and perfect in the Company all legallyprotectible rights in any such trade secret, invention, improvement, patent, patentapplication, writing, program, system or novel technique.
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(c) You represent and warrant that the execution and delivery by you of thisAgreement and the performance by you of your obligations hereunder will not, with orwithout the giving of notice or the passage of time, (i) to the best of yourknowledge, violate any judgment, writ, injunction or order of any court, arbitratoror governmental agency applicable to you or (ii) conflict with, result in the breachof any provisions of or the termination of, or constitute default under, anyagreement to which you are a party or by which you are or may be bound, including,but not limited to, any employment, confidentiality, non-competition ornon-solicitation agreement entered into between you and any previous employer. Youagree to indemnify and hold the Company harmless from and against any and all claimsfor losses, liabilities, damages, costs and expenses which may arise or result fromthe violation of any such judgment, writ, injunction or order or the breach of anysuch agreement referred to in the immediately preceding sentence. You haveheretofore provided the Company with copies of any relevant, non-confidentialagreement referred to in (ii) above to which you are bound. **3.3** **Remedies.**Your duties under this Section 3 shall survive termination of youremployment with the Company. You acknowledge that a remedy at law for any breach orthreatened breach by you of the provisions of this Section would be inadequate, and youagree that the Company shall be entitled to injunctive relief in case of any suchbreach or threatened breach.**4.****Continuation Of Employment/Restrictive Covenant.** During the term of your employmentand for a period of twelve (12) months immediately following your termination, you shall not,without first obtaining the prior written approval of the Company, directly or indirectly engage orprepare to engage, in any activities in competition with the Company, or accept a management-levelposition or establish a business relationship (such as management consulting) with a business orbusiness unit over 50% of whose gross annual revenues arise from the collection, processing or saleof remote sensing imagery products or services (including data extraction, imagery analysis andproduction of imagery related products) in direct competition with the Company or solicit, induceor otherwise cause any customers of the Company to terminate or reduce their relationship with theCompany. Such approval by the Company shall not be unreasonably withheld.**5.****Nonsolicitation.** While employed by the Company, and for twelve (12) months immediatelyfollowing your termination, you agree not to interfere with the business of the Company bysoliciting, attempting to solicit, inducing, or otherwise causing any employees of the Company toterminate his or her employment.**6.**     **Termination Of Employment.**(a) Either you or the Company may terminate your employment relationship at any time for anylegal reason whatsoever, or for no reason, with or without Cause or advance notice. Thisat-will employment relationship cannot be changed except in a writing approved by the Board.If the Company terminates your employment without Cause at
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any time, or if you resign on the grounds that the company has materially breached thisagreement, you will receive as Severance Benefits: (i) regular bi-weekly payments equal toyour usual base salary, less payroll deductions and required withholdings, for twelve (12)months (the “Severance Period”), (ii) a payment of that portion of the bonus, ifany, you are entitled to for the calendar year based upon performance for such yearpro-rated based upon the number of full months you were employed in such year, payable atthe time such amount would otherwise have been due ((i) and (ii) are sometimes collectivelyreferred to as the “Severance Payments”), and (iii) continuation of all group healthand life insurance benefits during the Severance Period, in exchange for the execution of arelease of all claims against the Company in form satisfactory to the Company.Additionally, if you are terminated by the Company without Cause, to the extent permitted bythe Company’s 401(k) plan you will become immediately vested and, as set forth in theseparate agreements for the stock awards listed in 2.5.1 and 2.5.2 above, any unvestedportions of such grants will immediately vest. If you resign voluntarily for any reasonother than as specified above or if your employment is terminated for Cause, allcompensation and benefits will cease immediately, and you will receive no SeveranceBenefits. Your “qualifying event” for purposes of Section 4980B of the Internal RevenueCode of 1986, as amended (or any successor provision thereto), shall be your termination ofemployment.For purposes of this Agreement, “Cause” shall mean misconduct, including: (i)commission of any felony or any crime involving moral turpitude or dishonesty; (ii)participation in a fraud or act of dishonesty against the Company; (iii) willful breach orgross negligence of the Company’s policies; (iv) intentional damage to the Company’sproperty; (v) material breach of this Agreement; (vi) your failure or refusal in a materialrespect to follow the reasonable policies or directions of the Company as specified by theChief Executive Officer or Board of Directors after being provided with notice of suchfailure and an opportunity to cure within seven (7) days of receipt of such notice; (vii)any other intentional act or omission which subjects the Company to substantial publicdisrespect, scandal or ridicule or (viii) your failure to carry out the duties of yourposition after being provided with notice of such failure and a reasonable opportunity tocure. Disability shall not constitute Cause. For purposes of this Agreement,“Disability” shall mean a disability that prevents you from substantially performingyour duties under this Agreement for a period of at least 45 consecutive days or 90non-consecutive days within any 365-day period.(b) In the event of death, the Company shall pay your designee any earned but unpaid salaryat the time of your death and, at the time such amount would otherwise have been due, a prorata portion of the bonus, if any, which may otherwise have been paid to you with respect tothe annual period in which the death occurs.**7.**      **General Provisions.**     **7.1 Employment At-Will.**Please understand that your employment with the Company is “at will,”meaning that you may terminate your employment with the Company at
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any time and for any reason whatsoever simply by notifying the Company. Likewise, the Companymay terminate your employment at any time and for any legal reason, or for no reason, with orwithout Cause or advance notice. This at-will relationship cannot be changed, nor may thisAgreement be amended, except in a writing signed by the President, Chief Executive Officer or Boardof Directors of the Company.     **7.2 Notices.**Any notices provided hereunder must be in writing and shall be deemed effectiveupon the earlier of personal delivery (including by e-mail or by telecopy) or the third day aftermailing by first class mail, to the Company at its primary office location and to you at youraddress as listed on the Company’s then current payroll records.     **7.3 Severability.**Whenever possible, each provision of this Agreement will be interpreted insuch manner as to be effective and valid under applicable law, but if any provision of thisAgreement is held to be invalid, illegal or unenforceable in any respect under any applicable lawor rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect anyother provision or any other jurisdiction, but this Agreement will be reformed, construed andenforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had neverbeen contained herein.     **7.4 Waiver.**If either party should waive any breach of any provisions of this Agreement, he,she or it shall not thereby be deemed to have waived any preceding or succeeding breach of the sameor any other provision of this Agreement.     **7.5 Complete Agreement.**Please also understand that your acceptance of this Agreement shouldnot be based on any promises or representations other than those contained in this Agreement. Anypromises contrary to the terms specified in this Agreement are superseded by this Agreement. ThisAgreement and any written option agreements between you and the Company constitute the entireagreement between you and the Company and supersede any prior agreements between you and theCompany.     **7.6 Successors and Assigns.**This Agreement is intended to bind and inure to the benefit ofand be enforceable by you and the Company, and each party’s respective successors, assigns, heirs,executors and administrators, except that you may not assign any of your duties hereunder andneither party may assign any of its rights hereunder without the written consent of the otherparty, which shall not be withheld unreasonably. The Company shall require any successor (whetherdirect or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all orsubstantially all of the business and/or assets of the Company to execute an agreement pursuant towhich the successor expressly assumes all of the liabilities and obligations of the Companyhereunder and agrees to perform this Agreement in the same manner and to the same extent theCompany would be required to perform if no such succession had taken place. If any successordeclines to offer you employment, refuses to assume this Agreement or fails to perform itsobligations hereunder, you will be deemed terminated without Cause and will be entitled to theSeverance Payments.
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     **7.7 Choice of Law.**All questions concerning the construction, validity and interpretation ofthis Agreement will be governed by the law of the Commonwealth of Virginia.     **7.8 Survival.**The following provisions of this Agreement shall survive the termination ofyour employment and the assignment of this Agreement by the Company to any successor in interest orother assignee: Section 2; Section 3; Section 4 and Section 5.     **7.9 Injunctive Relief**. You acknowledge that the restrictions set forth in Sections 3, 4 and 5above are necessary to protect the Company’s confidential proprietary information and otherlegitimate business interests and are reasonable in all respects, including duration, territory andscope of activity restricted. You further acknowledge that the provisions of Sections 3, 4 and 5hereof are essential to the Company, that the Company would not enter into this Agreement if it didnot include these provisions and that damages sustained by the Company as a result of a breach ofthese provisions cannot be adequately remedied by damages, and You agree that the Company, inaddition to any other remedy it may have under this Agreement or at law, shall be entitled toinjunctive and other equitable relief to prevent or curtail any breach of Sections 3, 4, and 5 ofthis Agreement. You agree that the existence of any claim or cause of action by you against theCompany or its affiliates, whether predicated on this Agreement or otherwise, shall not constitutea defense to the enforcement by the Company of any of the provisions of Sections 3, 4, and 5hereof.
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     **In Witness Whereof,** the parties have executed this Agreement as of the day and yearfirst above written.**ORBIMAGE INC.**     By:                                                                 Name: Matthew M. O’Connell