practices may exist from time to time.          (b) Bonus. For each calendar year, the Executive shall also be eligible to receive abonus (the **“Bonus”**) equal to up to 75% of Base Salary, determined based on the achievement ofperformance targets (both financial and qualitative) established each year by the Board. In orderto receive such a Bonus, if any, the Executive must be actively employed by the Company on the lastday of the fiscal year for which the Bonus is being paid and not have had his employment terminatedwith “cause” pursuant to Section 4(c) below prior to the payment of such Bonus. Further, if theCompany establishes a bonus plan or program in which the Company’s executives are generallypermitted to participate, then the Executive shall be entitled to participate in such plan orprogram. The terms and conditions of the Executive’s participation in, and/or any award under, anysuch plan or program 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 and other terms and conditions of the plan or program,the Executive shall be entitled to receive Company-paid medical and disability insurance,Company-paid term life insurance (which shall provide for a death benefit payable to theExecutive’s beneficiary), Company-paid holiday and vacation time, and other Company-paid employeebenefits (collectively, **“Employee Benefits”**), equivalent to those benefits provided to theCompany’s executives generally, subject to applicable policy limitations and maximums. Inaddition, the Executive shall be entitled to participate in any profit sharing plan and/or pensionplan generally provided for the executives of the Company or any of its subsidiaries, provided thatthe Executive satisfies any eligibility requirements for participation in any such plan. To theextent the Company maintains a director’s and officer’s liability insurance policy, the Executiveshall be covered by such policy to the same extent as the Company’s other senior officers (however,nothing in this Agreement shall require the Company to maintain such a policy). Notwithstandingthe foregoing, the Company reserves the right to amend, modify, or terminate, in its solediscretion and consistent with applicable law, any Employee Benefit and any Employee Benefit plan,program or arrangement provided to employees in general.          (d) Equity Plan Participation. The Executive shall be entitled to participate in anyequity incentive plan established by the Company in which the Company’s executives generally arepermitted to participate. The terms and conditions of the Executive’s participation in, and/or anyaward under, any such plan shall be in accordance with the applicable controlling plan documentand/or award agreement. The number and/or price of any equity-based award granted to the Executiveshall be determined by the Board.
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          (e) Expenses. The Company shall reimburse the Executive for all reasonable expensesincurred by him in connection with the performance of his duties under this Agreement upon hispresentation of appropriate vouchers and/or documentation covering such expenses. In the eventthat the Company requires the Executive to make weekly trips of greater than 200 miles(e.g., to the Company’s offices in New Jersey), then, instead of (and not inaddition to) having those travel expenses reimbursed pursuant to usual Company policy, the Companywill provide the Executive with a $600 monthly car allowance.          (f) 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 and until (a) he shall have received written notice from theCompany advising him of the specific acts or omissions alleged to constitute “cause” and (b) in thecase of (i) negligence by the Executive in the performance of his duties, or (ii) the Executive’smaterial breach of this Agreement, those acts or omissions continue uncorrected for fifteen (15)days after he shall have received written notice to correct them.          As used in this Agreement, termination with **“cause”**shall mean only the Executive’sinvoluntary termination for reason of: (i) negligence by the Executive in the performance of hisduties; (ii) embezzlement by the Executive from the Company; (iii) conviction of, or plea of guiltyor no contest to, a felony; (iv) any action or omission by the Executive that is injurious to thefinancial condition or business reputation of the Company; or (v) the Executive’s material breachof this Agreement.          (d) Termination by the Executive. The Executive shall have the right to terminate hisemployment with the Company by providing at least two (2) months of advance written notice of suchdecision. Upon the receipt of such notice from the Executive, the
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Company 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 the Company terminates the Executive’s employment pusuant toSection 4(a) above, the Executive’s employment is terminated pursuant to Section 4(b) above, theCompany terminates the Executive’s employment without “cause” pursuant to Section 4(c) above, orthe Executive’s employment terminates as a result of a Notice of Non-Extension provided to theExecutive by the Company pursuant to Section 2 above, then, subject to the Executive’s (or, ifapplicable, his estate’s) execution of the Release attached hereto as Exhibit A (or in asubstantially similar form as the Company deems necessary in order to comply with then applicablelaw) (the “Release”) and the Release becoming effective in accordance with its terms not later thanthe 60th day following the Executive’s termination of employment, the Executive shall be entitledto receive, as severance payments (such severance payments being the Executive’s sole entitlementupon any such termination), one (1) year of his then Base Salary, payable in accordance with theCompany’s payroll schedule in effect from time to time. Subject to the last paragraph of thisSection 4(e), such severance payments will begin to be paid on the 60th day following theExecutive’s termination of employment. Subject only to the Executive’s delivery of an executedRelease and such Release becoming effective within the provided sixty-day period, 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 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 terminates as a result of a Notice of Non-Extension provided to the Companyby the Executive, then the Executive shall not be entitled to any further payments under thisAgreement, including Base Salary, Bonus, Employee Benefits, or severance after the date oftermination, but the Executive shall be entitled to all Base Salary, Bonus and Employee Benefitsthat have accrued prior to the effective date of such termination.          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”)) that is not exempt from Code Section 409A, and such amountis payable as a result of a “separation from service” (as defined in Code Section 409A), includingany amount payable under this Section 4 or Section 5 below, 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 from service (the **“SpecifiedEmployee Payment Date”**), but only if, as of his separation from service, he is a “specifiedemployee” under Code Section 409A and any relevant procedures that the Company may establish. Forthe avoidance of doubt, on the Specified Employee Payment Date, the Executive will be paid in asingle lump sum all payments that
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otherwise would have been made to him under this Agreement during the six-month period butwere not because of this paragraph. This paragraph will not be applicable after the Executive’sdeath.          5. **Change of Control**. If a “Change of Control” occurs, then the Executive shall beentitled to severance payments upon the termination of his employment thereafter in accordancewith, and subject to the Release requirement of, Section 4(e) above as if his employment wereterminated by the Company without “cause,” unless the successor or transferee entity continues theExecutive’s employment on substantially equivalent terms. Notwithstanding the preceding sentence,any severance payable as a result of this Section 5 shall be in an amount equal to eighteen (18)months of Base Salary in lieu of the one (1) year of Base Salary set forth in Section 4(e) aboveand shall be payable over an eighteen-month period in accordance with the Company’s periodicpayroll schedule in effect from time to time, such payments to commence on the date set forth underSection 4(e) above. This Agreement shall be binding on any and all successors and/or assigns ofthe Company, and the Company may assign its rights and obligations under this Agreement inconnection with a Change of Control to the successor or transferee entity without the Executive’sconsent.          “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. **Arbitration**. Except as provided in Section 7(h) below, 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 Washington, DC pursuant to the AAA’s National Rules for the Resolution ofEmployment 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 and by filing the appropriate notice with the AAA. The parties shallselect an arbitrator by mutual agreement, within thirty (30) days after the written notice ofintention to arbitrate is received, from a list of eligible arbitrators received from the AAA whoare on its Employment Dispute Resolution roster (or the equivalent thereof). If the parties failto
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agree on an arbitrator, the AAA Administrator or his/her delegate shall select an arbitrator,who is a member of the AAA’s Employment Dispute Resolution roster (or the equivalent thereof).There shall be one arbitrator. The arbitrator shall have the authority to resolve all issues indispute, including the arbitrator’s own jurisdiction, whether any dispute must be arbitratedhereunder, and whether this Section 6 is void or voidable, and to award compensatory remedies andother remedies permitted by law. The arbitrator shall decide the matters in dispute in accordancewith the governing law provisions of this Agreement, except that the parties agree that thisagreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, *et seq*. Theaward of the arbitrator shall be final and shall be the sole and exclusive remedy between theparties regarding any claims, counterclaims, issues, or accountings. The arbitrator in any suchdispute shall have discretion to award attorneys’ fees and costs as part of any resolution of aclaim arising under this Agreement. Except as otherwise provided by the arbitrator or applicablelaw, each party hereto shall be responsible for paying its own attorneys’ fees and costs incurredin connection with any dispute between the parties. To the extent inconsistent with the form ofarbitration agreement that the Company’s employees generally are required to enter into, includingthe Executive, this arbitration provision shall control. Otherwise, to the extent compatible,effect shall be given to both this arbitration provision and the Company’s form of arbitrationagreement that the Executive has executed or will be required to execute.          7. **Obligations of the Executive**.          (a) Protectable Interests of the Company. The Executive acknowledges that he hasplayed and will continue to play an important role in establishing the goodwill of the Company andits related entities, including relationships with clients, employees, and suppliers. TheExecutive further acknowledges that over the course of his employment with the Company, he has andwill continue to (i) develop special relationships with clients, employees, and/or suppliers,and/or (ii) be privy to Confidential Information (as defined below). As such, the Executive agreesto the restrictions below in order to protect such interests on behalf of the Company, whichrestrictions the parties hereto agree to be reasonable and necessary to protect such interests.          (b) Non-Competition. During the Executive’s employment and for the one (1) yearperiod immediately thereafter, the Executive shall not, anywhere in the world, whether directly orindirectly, for himself or for any third party, (i) engage in any business activity, (ii) provideprofessional services to another person or entity (whether as an employee, consultant, orotherwise), or (iii) become a partner, member, principal, or stockholder having a 10% or greaterinterest in any entity, but in each such case, only to the extent that such activity, person, orentity is in competition with the Business. For purposes of this Section 7(b) and Section 7(c)below, “Business” shall mean the business of offering wireless data communication services,including for the purpose of tracking and/or monitoring fixed or mobile assets, the business ofdesigning, manufacturing or distributing modems that operate on such services, or any otherbusiness in which the Company is materially engaged during the six (6) month period
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immediatelypreceding the Executive’s termination of employment. The Executive acknowledges and understandsthat,due to the global nature of the Company’s business and the technological advancements inelectronic communications around the world, any geographic restriction of the Executive’sobligation under this Section 7(b) would be inappropriate and counter to the protections sought bythe 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 contract, or enterinto any business or contract, directly or indirectly, with any supplier, licensee, customer, orpartner 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’s 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 7(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 continue to have access to information aboutthe Company, and its clients and suppliers, that is confidential and/or proprietary in nature, andwhich belongs to the Company. As such, at all times, both during his employment and thereafter,the Executive will hold in the strictest confidence, and not use or attempt to use except for thebenefit of the Company, and not disclose to any other person or entity (without the prior writtenauthorization of the Company) any Confidential Information (as defined below). Notwithstandinganything contained in this Section 7(d), the Executive will be permitted to disclose anyConfidential Information to the extent required by validly issued legal process or court order,provided that the Executive notifies the Company immediately of any such legal process or courtorder in an effort to allow the Company to challenge such legal process or court order, if theCompany so elects, prior to the Executive’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 or suppliers, includingwithout limitation, technical data, market data, trade secrets, trademarks, service marks,copyrights, other intellectual property, know-how, research, business plans, product information,projects, services, client lists and information, client preferences, client
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transactions, supplierlists 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 7 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 7 is for any reason held by anarbitrator or court to be excessively broad as to duration, activity, geographical scope, orsubject, then, for purposes of that jurisdiction, such restriction shall be construed, “bluepenciled” or judicially modified so as to thereafter be limited or reduced to the extent requiredto be enforceable in accordance with applicable law.
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          (h) Equitable Relief. The Executive acknowledges that the remedy at law for hisbreach of this Section 7 will be inadequate, and that the damages flowing from such breachwill not be readily susceptible to being measured in monetary terms. Accordingly, upon aviolation of any part of this Section 7, the Company shall be entitled to immediate injunctiverelief (or other equitable relief) from any court with proper jurisdiction and may obtain atemporary order restraining any further violation. No bond or other security shall be required inobtaining such equitable relief, and the Executive hereby consents to the issuance of suchequitable relief. Nothing in this Section 7(h) shall be deemed to limit the Company’s remedies atlaw or in equity for any breach by the Executive of any of the parts of this Section 7 which may bepursued or availed of by the Company.          (i) Severance Payments. If the Company fails to make severance payments to theExecutive that are required under Section 4(e) above, then the provisions of Sections 7(b) and 7(c)above shall automatically terminate and shall no longer be binding upon the Executive after thedate that the Company fails to make any severance payments required under Section 4(e) above.Nothing in this Section 7(i) shall be deemed to limit the Executive’s remedies at law or equity forany breach by the Company of its obligation to make severance payments pursuant to Section 4(e)above.          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; Amendment. 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 other thanany existing equity award agreements previously executed by the parties hereto. Effective as ofthe Start Date, this Agreement supersedes and replaces in its entirety the 2008 Agreement, providedthat any obligations of the Executive under the 2008 Agreement applicable to the time period beforethe Start Date (such as the Executive’s obligation to keep certain information confidential) shallsurvive and remain enforceable.          This Agreement may not be amended except by a written agreement signed by the Company and theExecutive. The intent of the parties hereto is that payments and benefits under this Agreementcomply with or be exempt from Code Section 409A and, accordingly, to the maximum extent permitted,this Agreement shall be interpreted to be in compliance therewith. Notwithstanding anything inthis Agreement to the contrary, in the event that amendments to this Agreement are necessary inorder to comply with Code Section 409A or to minimize or
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eliminate any income inclusion andpenalties under Code Section 409A (*e.g.*, under any document or operational correction program), theCompany and the Executive agree to negotiate in good faith the applicable terms of such amendmentsand to implement such negotiated amendments, on aprospective and/or retroactive basis, as needed. Further, a termination of employment shallnot be deemed to have occurred for purposes of any provision of this Agreement providing for thepayment of any amounts that are payable under a “nonqualified deferred compensation plan” (asdefined in Code Section 409A) that is not exempt from Code Section 409A unless such termination ofemployment is also a “separation from service” within the meaning of Code Section 409A and, forpurposes of any such provision of this Agreement, references to a “termination,” “employmenttermination,” “termination of employment,” “termination date,” “employment termination date,” orlike term shall mean “separation from service” or the date of the “separation from service,” asapplicable.          (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 accordancewith the law of the Commonwealth of Virginia applicable to agreements made and to be performed inthe Commonwealth of Virginia.          IN WITNESS WHEREOF, the parties hereto have executed this document as of the ___ day ofNovember, 2010 to be effective as of the Start Date.         ORBCOMM INC.           By:      Name:      Title:                         John Stolte  
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**EXHIBIT A — GENERAL RELEASE**     FOR AND IN CONSIDERATION OF the severance benefits set forth in the employment agreement towhich this General Release is attached, I, **John Stolte**, agree, on behalf of myself, my heirs,executors, administrators, and assigns, except as otherwise provided in this General Release, torelease and discharge **ORBCOMM Inc.**(the “Company”), and its current and former officers, directors,employees, agents, owners, subsidiaries, divisions, affiliates, parents, successors, and assigns(the “Released Parties”) from any and all manner of actions and causes of action, suits, debts,dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, and demandswhatsoever (“Losses”) which I, my heirs, executors, administrators, and assigns have, or mayhereafter have, against the Released Parties or any of them arising out of or by reason of anycause, matter, or thing whatsoever from the beginning of the world to the date hereof, includingwithout limitation, my employment agreement (except as provided below), my employment by theCompany and the cessation thereof, and all matters arising under any federal, state, or localstatute, rule, or regulation, or principle of contract law or common law, including but not limitedto, the Worker Adjustment and Retraining Notification Act of 1988, asamended, 29U.S.C. §§ 2101 etseq., the National Labor Relations Act of 1935, asamended, 29 U.S.C. §§ 151 etseq., the Family and Medical Leave Act of1993, asamended, 29 U.S.C. §§ 2601 etseq., Title VII of the CivilRights Act of 1964, 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 Genetic Information Nondiscrimination Act of 2008,asamended, 42 U.S.C. §§ 2000ff etseq., the Employee RetirementIncome Security Act of 1974, asamended, 29 U.S.C. §§ 1001 etseq.,the Virginia Human Rights Act, asamended, Va. Code Ann. §§ 2.1-714 etseq., the Virginia Persons with Disabilities Act, asamended, Va. Code Ann.§§ 51.5-1 etseq., any federal, state, or local “whistleblower” law, and any otherequivalent federal, state, or local statute; provided that I do not release or discharge theReleased Parties (1) from any Losses arising under the ADEA which arise after the date on which Iexecute this General Release or (2) from any rights that I may have to be indemnified by theCompany for any acts or omissions by me made in the course of my role as an officer and employee ofthe Company. It is understood that nothing in this General Release is to be construed as anadmission on behalf of the Released Parties of any wrongdoing with respect to me, any suchwrongdoing 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; provided, however, that this General Release does not release ordischarge any claims that I may have against the Company for breach of its obligation to makeseverance payments to me after the termination of my employment in accordance with Section 4(e) ofthe employment agreement to which this General Release is attached.
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     Except as to any claims that I may file for any breach by the Company of Section 4(e) of theemployment agreement to which this General Release is attached, I affirm that I have not filed, andagree, to the maximum extent permitted by law, not to initiate or cause to be initiated on mybehalf, any complaint, charge, claim, or proceeding against the Released Parties before anyfederal, state, or local agency, court, or other body relating to my employment agreement, myemployment, or the cessation thereof, and agree not to voluntarily participate in such aproceeding. Notwithstanding the prior sentence, to the extent that applicable law does not permitme to waive my right to file such a complaint, charge, or claim, I hereby waive my right to, andagree, to the maximum extent permitted by law, not to, seek, receive, collect, or benefit from anymonetary or other compensatory settlement, award, judgment, or other resolution (including aresolution that would otherwise provide for my reinstatement to employment) of any complaint,charge, or claim that any agency or other body pursues against any of the Released Parties, whetherpursued solely on my behalf or on behalf of a greater class of individuals. However, nothing inthis General Release shall preclude or prevent me from filing a claim with the Equal EmploymentOpportunity Commission that challenges the validity of this General Release solely with respect tomy 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 the General Counsel 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”).**ThisGeneral Release shall be governed by the laws of the Commonwealth of Virginia without giving effectto its conflict of laws principles.                        **John Stolte**       **Date**               STATE OF    )                         :  ss.:    COUNTY OF    )                    On the ___ day of _________ in the year 201__, before me, the undersigned, personally appeared JOHNSTOLTE, personally known to me or proved to me on the basis of satisfactory evidence to be theindividual whose name is subscribed to the within instrument, and acknowledged to me that heexecuted the same in his capacity, and that by his signature on the instrument he executed suchinstrument, and that such individual made such appearance before the undersigned.       Notary Public      
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