Salary, determined based on the achievement of performance targets (both financial andqualitative) established each year by the Board; provided that for calendar year 2009 such Bonusshall be pro rated based on the fraction the numerator of which shall be the number of daysemployed in 2009 and the denominator of which shall equal 365. In order to receive such a Bonus,if any, the Executive must be actively employed by the Company on the date on which such Bonus isscheduled to be paid to the Executive and not have had his employment terminated with “cause”pursuant to Section 4(c) below prior to the payment of such Bonus. Further, if the Companyestablishes a bonus plan or program in which the Company’s executives are generally permitted toparticipate, then the Executive shall be entitled to participate in such plan or program. Theterms and conditions of the Executive’s participation in, and/or any award under, any such plan orprogram shall be in accordance with the controlling plan or program documents.          Any Bonus hereunder will be paid during the year following the fiscal year for which the Bonusis being paid, provided that the Bonus will be paid no earlier than the rendering of the Company’saudited financial statements for that fiscal year and in any case no later than the earlier of (i)30 days after such rendering of the Company’s audited financial statements for that fiscal year and(ii) June 30th of the year following that fiscal year.          (c) Employee Benefits. Subject to the Executive satisfying and continuing to satisfyany plan or program eligibility requirements, the Executive shall be entitled to receiveCompany-paid medical and disability insurance, Company-paid term life insurance (which shallprovide for a death benefit payable to the Executive’s beneficiary), Company-paid holiday andvacation time, and other Company-paid employee benefits (collectively, **“Employee Benefits”**), atleast equivalent to those provided to other executives of the Company generally. In addition, theExecutive shall be entitled to participate in any profit sharing plan and/or pension plan generallyprovided for the executives of the Company or any of its subsidiaries, provided that the Executivesatisfies any eligibility requirements for participation in any such plan. Notwithstanding theforegoing, the Company reserves the right to amend, modify, or terminate, in its sole discretionand consistent with applicable law, any Employee Benefit and any Employee Benefit plan, program orarrangement provided to employees in general.          (d) Equity Plan Participation. The Executive shall be entitled to participate in anyequity option plan or restricted equity plan established by the Company in which the Company’sexecutives generally are permitted to participate. The terms and conditions of the Executive’sparticipation in, and/or any award under, any such plan shall be in accordance with the applicablecontrolling plan document and/or award agreement. Notwithstanding the foregoing, the Board willgrant to the Executive an award consisting of 70,000 Restricted Stock Units one third of whichshall vest on each of the first three anniversaries of your Start Date, in each case subject toyour continued employment on such vesting dates, the other terms of such award to be set forth in aseparate written agreement.          (e) Expenses. The Company shall reimburse the Executive for all reasonable
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expensesincurred by him in connection with the performance of his duties under this Agreement,upon his presentation of appropriate vouchers and/or documentation covering such expenses.Without limiting the generality of the foregoing, the Company shall reimburse the Executive for allreasonable transportation, lodging, food, and other expenses incurred by him in connection withtraveling on Company business.          (f) Automobile. The Company shall reimburse the Executive for up to $700 per monthfor automobile expenses, including lease, insurance, and maintenance costs.          (g) Withholdings. All payments made under this Section 3, or any other provision ofthis Agreement, shall be subject to any and all federal, state, and local taxes and otherwithholdings to the extent required by applicable law.          **4.****Termination of Employment**.          (a) Absence. If the Executive shall fail or be unable to perform his essential dutiesunder this Agreement for any reason, including a physical or mental disability, with or withoutreasonable accommodation, for one hundred eighty (180) calendar days during any twelve (12) monthperiod or for one hundred (120) consecutive calendar days, then the Company may, by notice to theExecutive, terminate his employment under this Agreement as of the date of the notice. Any suchtermination shall be made only in accordance with applicable law.          (b) Death. The Executive’s employment under this Agreement shall terminateautomatically upon his death.          (c) Termination by the Company. The Company shall have the right, exercisable at anytime in its sole discretion, to terminate the employment of the Executive for any reason whatsoeverwith or without “cause” (as defined below). The Executive’s employment shall not be deemed to havebeen terminated with “cause” unless he shall have received written notice from the Company at orprior to the termination of employment advising him of the specific acts or omissions alleged toconstitute “cause” and, in the case of those acts or omissions that are reasonably capable of beingcorrected, those acts or omissions continue uncorrected after he shall have had a reasonableopportunity (not to exceed fifteen (15) calendar days) to correct them.          As used in this Agreement, termination with **“cause”**shall mean only the Executive’sinvoluntary termination for reason of (i) the Executive’s breach of a fiduciary duty of loyaltyowed to the Company or any of its subsidiaries, (ii) the Executive’s conviction of a crime or pleaof guilty or no contest to a crime, (iii) the Executive’s gross negligence in the performance ofhis duties, (iv) the Executive’s willful misconduct, including, without limitation,
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embezzlement,(v) the Executive’s material breach of this Agreement, or (vi) conduct by theExecutive beyond the scope of his authority as an officer and employee of the Company, whichconduct gives rise to a hearing before any governmental department or agency seeking termination orrevocation of any governmental license.          (d) Termination by the Executive. The Executive shall have the right to terminate hisemployment with the Company, provided that he provides the Company with at least two (2) months ofadvance written notice of such decision. Upon the receipt of such notice from the Executive, theCompany may in its sole discretion accelerate such two-month period in order to make suchtermination effective sooner, and/or may withdraw any and all duties from the Executive and excludehim from the Company’s premises during the notice period.          (e) Severance. If prior to the expiration of the Term the Company shall terminate theExecutive’s employment without “cause” pursuant to Section 4(c) above, then upon the Executive’sexecution of the Release attached hereto as Exhibit A (the “Release”) the Executive shall beentitled to continue to receive, as severance payments (such severance payments being theExecutive’s sole entitlement upon any such termination), (i) Base Salary compensation provided forby Section 3(a) above, payable upon the Company’s periodic payroll schedule, for a period of one(1) year immediately following the date of such termination and (ii) to the extent he is then aparticipant in the Company’s health insurance plan and eligible for benefits under plan terms, tocontinued health insurance coverage for one (1) year immediately following such termination at thenexisting employee contribution rates, which the Executive shall pay (such continued coverage to runconcurrently with any continued coverage obligation under the federal law known as COBRA or anystate equivalent). Subject only to the Executive’s delivery of the Release, the Company’sobligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall beentitled to such severance payments regardless of the amount of compensation the Executive may earnor be entitled to with respect to any other employment he may obtain during the period for whichseverance payments are payable.          If the Executive’s employment with the Company is terminated pursuant to Sections 4(a) or 4(b)above, if the Company terminates the Executive’s employment with “cause” pursuant to Section 4(c)above, if the Executive terminates his employment pursuant to Section 4(d) above, or if theExecutive’s employment is terminated for any reason after the Term, then the Executive shall not beentitled to any further payments under this Agreement, including Base Salary, Bonus, EmployeeBenefits, or severance.          To the extent that any amount payable under this Agreement constitutes an amount payable undera “nonqualified deferred compensation plan” (as defined in Section 409A of the Internal RevenueCode (hereinafter, “Code Section 409A”)) following a “separation from service” (as defined inSection 409A), including any amount payable under this Section 4, then, notwithstanding any otherprovision in this Agreement to the contrary, such payment will not be made to the Executive untilthe day after the date that is six months following his “separation
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from service,” but only if he is then deemed by the Company, in accordance with any relevantprocedures that it may establish, to be a “specified employee” under Code Section 409A at the timehe “separates from service.” This paragraph will not be applicable after Executive’s death.          **5.****Merger or Sale of Assets**. If a “Change of Control” occurs, then the Executiveshall be entitled to severance upon the termination of his employment in accordance with Section4(e) as if his employment were terminated by the Company without “cause,” unless such successor ortransferee continues the Executive’s employment on substantially equivalent terms and substantiallyequivalent responsibilities as set forth in Section 1. This Agreement shall be binding on any andall successors and/or assigns of the Company.          “Change of Control” means (a) the Company’s merger or consolidation with another corporationor entity, (b) the Company’s transfer of all or substantially all of its assets to another person,corporation, or other entity, or (c) a sale of the Company’s stock in a single transaction orseries of related transactions that results in the holders of the outstanding voting power of theCompany immediately prior to such transaction or series of transactions owning less than a majorityof the outstanding voting securities for the election of directors of the surviving company orentity immediately following such transaction or series of transactions (other than any registered,underwritten public offering by the Company of the Company’s stock or pursuant to any stock-basedcompensation plan of the Company).          **6.****Obligations of the Executive**.          (a) Protectable Interests of the Company. The Executive acknowledges that he has andwill play an important role in establishing the goodwill of the Company and its related entities,including relationships with clients, employees, and suppliers. The Executive further acknowledgesthat over the course of his employment with the Company, he has and will (i) develop specialrelationships with clients, employees, and/or suppliers, and/or (ii) be privy to ConfidentialInformation (as defined below). As such, the Executive agrees to the restrictions below in orderto protect such interests on behalf of the Company, which restrictions the parties hereto agree tobe reasonable and necessary to protect such interests.          (b) Non-Competition. During the Executive’s employment and for the one (1) yearperiod immediately thereafter, or, if greater, for the period of time during which the Executive isreceiving severance payments under Section 4(e) above, the Executive shall not, anywhere in theworld, whether directly or indirectly, for himself or for any third party: (i) engage in anybusiness activity; (ii) provide professional services to another person or entity (whether as anemployee, consultant, or otherwise); or (iii) become a partner, member, principal, or stockholderin any entity; and in each such case, that is in competition with the Business. For purposes ofthis Section 6(b) and Section 6(c) below, “Business” shall mean the business of offering wirelessdata communication services, including for the purpose of tracking and/ormonitoring fixed or mobile assets, the business of designing, manufacturing or distributing
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modems that operate on such services, or any other business in which the Company is materiallyengaged during the six (6) month period immediately preceding the Executive’s termination ofemployment. The Executive acknowledges and understands that, due to the global nature of theCompany’s business and the technological advancements in electronic communications around theworld, any geographic restriction of the Executive’s obligation under this Section 6(b) would beinappropriate and counter to the protections sought by the Company hereunder.          (c) Non-Solicitation. During the Executive’s employment and for the two (2) yearperiod immediately thereafter, the Executive shall not, anywhere in the world, whether directly orindirectly, for himself or for any third party: (i) solicit any business or contracts, or enterinto any business or contract, directly or indirectly, with any suppliers, licensees, customers, orpartners of the Company that (A) was a supplier, licensee, customer, or partner of the Company at,or within six (6) months prior to, the termination of Executive’s employment, or (B) was aprospective supplier, licensee, customer, or partner of the Business at the time of the Executive’stermination of employment, and in either case, for purposes of engaging in an activity that is incompetition with the Business; or (ii) solicit or recruit, directly or indirectly, any of theCompany’s or its subsidiaries’ employees, or any individuals who were employed by the Company orits subsidiaries within six (6) months prior to the termination of the Executive’s employment, foremployment or engagement (whether as an employee, consultant, or otherwise) with a person or entityinvolved in marketing or selling products or services competitive with the Business. The Executiveacknowledges and understands that, due to the global nature of the Company’s business and thetechnological advancements in electronic communications around the world, any geographicrestriction of the Executive’s obligation under this Section 6(c) would be inappropriate andcounter to the protections sought by the Company hereunder.          (d) Confidential Information. The Executive acknowledges that during the course ofhis employment with the Company, he has had and will have access to information about the Company,and its clients and suppliers, that is confidential and/or proprietary in nature, and which belongsto the Company. As such, at all times, both during his employment and thereafter, the Executivewill hold in the strictest confidence, and not use or attempt to use except for the benefit of theCompany, and not disclose to any other person or entity (without the prior written authorization ofthe Company) any Confidential Information (as defined below). Notwithstanding anything containedin this Section 6(d), the Executive will be permitted to disclose any Confidential Information tothe extent required by validly issued legal process or court order, provided that the Executivenotifies the Company immediately of any such legal process or court order in an effort to allow theCompany to challenge such legal process or court order, if the Company so elects, prior to theExecutive’s disclosure of any Confidential Information.          For purposes of this Agreement, **“Confidential Information”**means any confidential orproprietary information which belongs to the Company, or any of its clients orsuppliers, including without limitation, technical data, market data, trade secrets,trademarks,
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service marks, copyrights, other intellectual property, know-how, research, businessplans, product information, projects, services, client lists and information, client preferences,client transactions, supplier lists and information, supplier rates, software, hardware,technology, inventions, developments, processes, formulas, designs, drawings, marketing methods andstrategies, pricing strategies, sales methods, financial information, revenue figures, accountinformation, credit information, financing arrangements, and other information disclosed to theExecutive by the Company or otherwise obtained by the Executive during the course of hisemployment, directly or indirectly, and whether in writing, orally, or by electronic records,drawings, pictures, or inspection of tangible property. “Confidential Information” does notinclude any of the foregoing information which has entered the public domain other than by a breachof this Agreement or the breach of any other obligation to maintain confidentiality of which theExecutive is aware.          (e) Return of Company Property. Upon the termination of the Executive’s employmentwith the Company (whether upon the expiration of the Term or otherwise), or at any time during suchemployment upon request by the Company, the Executive will promptly deliver to the Company and notkeep in his possession, recreate, or deliver to any other person or entity, any and all propertywhich belongs to the Company, or which belongs to any other third party and is in the Executive’spossession as a result of his employment with the Company, including without limitation, computerhardware and software, palm pilots, pagers, cell phones, other electronic equipment, records, data,client lists and information, supplier lists and information, notes, reports, correspondence,financial information, account information, product information, files, and other documents andinformation, including any and all copies of the foregoing.          (f) Ownership of Property. The Executive acknowledges that all inventions,innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings,reports and all similar or related information (whether or not patentable) that relate to theCompany’s or any of its affiliates’ actual or anticipated business, research, and development, orexisting or future products or services, and that are conceived, developed, contributed to, made,or reduced to practice by Executive (either solely or jointly with others) while engaged by theCompany or any of its affiliates (including any of the foregoing that constitutes any ConfidentialInformation) (**“Work Product”**) belong to the Company or such affiliate, and the Executive herebyassigns, and agrees to assign, all of the above Work Product to the Company or such Affiliate.          (g) Judicial Modification. The Executive acknowledges that it is the intent of theparties hereto that the restrictions contained or referenced in this Section 6 be enforced to thefullest extent permissible under the laws of each jurisdiction in which enforcement is sought. Ifany of the restrictions contained or referenced in this Section 6 is for any reason held by a courtto be excessively broad as to duration, activity, geographical scope, or subject, then suchrestriction shall be construed or judicially modified so as to thereafter be limited or reduced to
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the extent required to be enforceable in accordance with applicable law.          (h) Equitable Relief. The Executive acknowledges that the remedy at law for hisbreach of this Section 6 will be inadequate, and that the damages flowing from such breach will notbe readily susceptible to being measured in monetary terms. Accordingly, upon a violation of anypart of this Section 6, the Company shall be entitled to immediate injunctive relief (or otherequitable relief) from any court with proper jurisdiction and may obtain a temporary orderrestraining any further violation. No bond or other security shall be required in obtaining suchequitable relief, and the Executive hereby consents to the issuance of such equitable relief.Nothing in this Section 6(h) shall be deemed to limit the Company’s remedies at law or in equityfor any breach by the Executive of any of the parts of this Section 6 which may be pursued oravailed of by the Company.          **7.****Arbitration****.**Except as provided in Section 6(h) above, any dispute or controversybetween the parties hereto, whether during the Term or thereafter, including without limitation,any and all matters relating to this Agreement, the Executive’s employment with the Company and thecessation thereof, shall be settled by arbitration administered by the American ArbitrationAssociation (**“AAA”**) in New York, New York pursuant to the AAA’s National Rules for the Resolutionof Employment Disputes (or their equivalent), which arbitration shall be confidential, final, andbinding to the fullest extent permitted by law. The parties agree to waive their right to a trialby jury and agree that they will not make a demand, request or motion for a trial by jury or court.This agreement to arbitrate shall be binding upon the heirs, successors, and assigns and anytrustee, receiver, or executor of each party. A party shall initiate the arbitration process bydelivering a written notice of such party’s intention to arbitrate to the other party at theaddress set forth above. Each party shall select an arbitrator by mutual agreement within thirty(30) days after the written notice of intention to arbitrate is received. If the parties fail toselect an arbitrator by mutual agreement, the party seeking arbitration shall notify the AAA of thedemand for arbitration and obtain a list of arbitrators from the AAA’s Employment DisputeResolution Roster. If the parties fail to agree on an arbitrator, the AAA Administrator or his/herdelegate shall select an arbitrator, who is a member of the AAA’s Employment Dispute ResolutionRoster. There shall be one arbitrator. The arbitrator shall have the authority to resolve allissues in dispute, including the arbitrator’s own jurisdiction, and to award compensatory remediesand other remedies permitted by law. The arbitrator shall decide the matters in dispute inaccordance with the governing law provisions of this Agreement, except that the parties agree thatthis agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, *et seq*.The award of the arbitrator shall be final and shall be the sole and exclusive remedy between theparties regarding any claims, counterclaims, issues, or accountings. Except as otherwise providedby the arbitrator in accordance with applicable law, each party hereto shall be responsible forpaying its own attorneys’ fees and costs incurred in connection with any dispute between theparties. To the extent inconsistent with the form of arbitration agreement that the Company’semployees generally are required to enter into, including the Executive, this arbitration provisionshall control. Otherwise, to the extentcompatible, effect shall be given to both this arbitration provision and the Company’s form of
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arbitration agreement that the Executive has executed or will be required to execute.          8. **Miscellaneous**.          (a) Notices. Any notice or other communication under this Agreement shall be inwriting and shall be considered given when delivered personally or five (5) days after mailed byregistered mail, return receipt requested, to the Executive and the Company at their respectiveaddresses set forth above (or at such other address as a party may specify by notice to the other).          (b) Entire Agreement; Amendments. This Agreement contains a complete statement of allof the arrangements between the Executive and the Company with respect to the employment of theExecutive by the Company and the Executive’s compensation for such employment, and supersedes allprevious agreements, arrangements and understandings, written or oral, relating thereto. ThisAgreement may not be amended except by a written agreement signed by the Company and the Executive.          This Agreement may not be amended except by a written agreement signed by the Company and theExecutive. Notwithstanding the foregoing, the parties hereto acknowledge that the requirements ofCode Section 409A are still being developed and interpreted by government agencies, that certainissues under Code Section 409A remain unclear at this time, and that the parties hereto have made agood faith effort to comply with current guidance under Code Section 409A. Notwithstandinganything in this Agreement to the contrary, in the event that amendments to this Agreement arenecessary in order to comply with future guidance or interpretations under Code Section 409A,including amendments necessary to ensure that compensation will not be subject to Code Section409A, the Executive agrees that the Company shall be permitted to make such amendments, on aprospective and/or retroactive basis, in its sole discretion.          (c) Severability. In the event that any provision of this Agreement, or theapplication of any provision to the Executive or the Company, is held to be unlawful orunenforceable by any court or arbitrator, then the remaining portions of this Agreement shallremain in full force and effect and shall not be invalidated or impaired in any manner.          (d) Waiver. No waiver by any party hereto of any breach of any term or covenant inthis Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed tobe or construed as a further or continuing waiver of any such breach, or a waiver of any other termor covenant contained in this Agreement.          (e) Governing Law. This Agreement shall be governed by and construed in
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accordance with the law of the State of New Jersey without regard to its conflict of lawsprinciples.          IN WITNESS WHEREOF, the parties hereto have executed this document as of the ___day of July,2009 to be effective as of the Start Date.              ORBCOMM Inc.            By:             Name:      Brian J. Bell       Title:        
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**EXHIBIT A — GENERAL RELEASE**     FOR AND IN CONSIDERATION OF the employment agreement to which this General Release isattached, I, Brian J. Bell, agree, on behalf of myself, my heirs, executors, administrators, andassigns, to release and discharge **ORBCOMM Inc.**(the “Company”), and its current and formerofficers, directors, employees, agents, owners, subsidiaries, divisions, affiliates, parents,successors, and assigns (the “Released Parties”) from any and all manner of actions and causes ofaction, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges,claims, and demands whatsoever (“Losses”) which I, my heirs, executors, administrators, and assignshave, or may hereafter have, against the Released Parties or any of them arising out of or byreason of any cause, matter, or thing whatsoever from the beginning of the world to the datehereof, including without limitation, my employment agreement, my employment by the Company and thecessation thereof, and all matters arising under any federal, state, or local statute, rule, orregulation, or principle of contract law or common law, including but not limited to, the WorkerAdjustment and Retraining Notification Act of 1988, asamended, 29 U.S.C. §§ 2101etseq., the National Labor Relations Act of 1935, asamended, 29U.S.C. §§ 151 etseq., the Family and Medical Leave Act of 1993, asamended, 29 U.S.C. §§ 2601 etseq., Title VII of the Civil Rights Act of1964, asamended, 42 U.S.C. §§ 2000e etseq., the AgeDiscrimination in Employment Act of 1967, asamended, 29 U.S.C. §§ 621 etseq. (the “ADEA”), the Americans with Disabilities Act of 1990, asamended,42 U.S.C. §§ 12101 etseq., the Employee Retirement Income Security Act of 1974,asamended, 29 U.S.C. §§ 1001 etseq., the Virginia Human RightsAct, asamended, Va. Code Ann. §§ 2.1-714 etseq., the VirginiaPersons with Disabilities Act, asamended, Va. Code Ann. §§ 51.5-1 etseq., the New Jersey Law Against Discrimination, asamended, N.J. Stat.Ann. §§ 10:5-1 etseq., and any other equivalent federal, state, or local statute;provided that I do not release or discharge the Released Parties (1) from any Losses arising underthe ADEA which arise after the date on which I execute this General Release or (2) from any rightsthat I may have to be indemnified by the Company for any acts or omissions by me made in the courseof my role as an officer and employee of the Company. It is understood that nothing in thisGeneral Release is to be construed as an admission on behalf of the Released Parties of anywrongdoing with respect to me, any such wrongdoing being expressly denied.     I represent and warrant that I fully understand the terms of this General Release, that I havehad the benefit of advice of counsel or have knowingly waived such advice, and that I knowingly andvoluntarily, of my own free will, without any duress, being fully informed, and after duedeliberation, accepts its terms and sign the same as my own free act. I understand that as aresult of executing this General Release, I will not have the right to assert that the Companyviolated any of my rights in connection with my employment agreement, my employment, or with thetermination of such employment.     I affirm that I have not filed, and agree, to the maximum extent permitted by law, not toinitiate or cause to be initiated on my behalf, any complaint, charge, claim, or proceeding againstthe Released Parties before any federal, state, or local agency, court, or other body relatingto my
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employment agreement, my employment, or the cessation thereof, and agree not to voluntarilyparticipate in such a proceeding. However, nothing in this General Release shall preclude orprevent me from filing a claim that challenges the validity of this General Release solely withrespect to my waiver of any Losses arising under the ADEA.     I acknowledge that I have twenty-one (21) days in which to consider whether to execute thisGeneral Release. I understand that I may waive such 21-day consideration period. I understandthat upon my execution of this General Release, I will have seven (7) days after such execution inwhich I may revoke my execution of this General Release. In the event of revocation, I mustpresent written notice of such revocation to                     at the Company by delivering suchwritten notice to him at                     .     **If seven (7) days pass without receipt of such written notice of revocation, this GeneralRelease shall become binding and effective on the eighth day (the “Release Effective Date”).**     This General Release shall be governed by the laws of the State of New Jersey without givingeffect to its conflict of laws principles.                        **[INSERT NAME]**       **Date**               STATE OF    )                         :  ss.:    COUNTY OF    )                              On the ___day of                     in the year200___, before me, the undersigned, personally appearedBrian J. Bell, personally known to me or proved to meon the basis of satisfactory evidence to be theindividual whose name is subscribed to the withininstrument, and acknowledged to me that he executedthe same in his capacity, and that by his signature onthe instrument he executed such instrument, and thatsuch individual made such appearance before theundersigned.        Notary Public  
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