(a) Base Salary. The Executive shall be entitled to receive an annual base salary(the **“Base Salary”)**of $205,000. Upon each anniversary of the Start Date, the Base Salary may beincreased by the Company in its sole discretion. Base Salary payments hereunder shall be made inarrears in substantially equal installments (not less frequently than monthly) in accordance withthe Company’s customary payroll practices for its other executives, as those practices may existfrom 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 ofDirectors of the Company. In order to receive such a Bonus, if any, the Executive must be activelyemployed by the Company on the date on which such Bonus is scheduled to be paid to the Executiveand not have had his employment terminated with “cause” pursuant to Section 4(c) below prior to thepayment of such Bonus. Further, if the Company establishes a bonus plan or program in which theCompany’s executives are generally permitted to participate, then the Executive shall be entitledto participate in such plan or program. The terms and conditions of the Executive’s participationin, and/or any award under, any such plan or program shall be in accordance with the controllingplan 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”**), at least equivalent to those provided to otherexecutives of the Company 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.Notwithstanding the foregoing, the Company reserves the right to amend, modify, or terminate, inits sole discretion and consistent with applicable law, any Employee Benefit and any EmployeeBenefit 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.
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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. Without limitingthe generality of the foregoing, the Company shall reimburse the Executive for all reasonabletransportation, lodging, food, and other expenses incurred by him in connection with traveling onCompany business.          (f) Automobile. The Company shall reimburse the Executive for up to $700 per monthfor automobile expenses, including lease, insurance, and maintenance costs.          (g) Relocation. In the event that the Company elects to relocate the Executive to itsoffices in Dulles, Virginia, the Company will reimburse the Executive for his reasonable expensesincurred as a result of such relocation (including, without limitation, brokerage fees incurred inconnection with selling the Executive’s primary residence), as reasonably approved by the Company,provided that the total amount of such reimbursement will not exceed 50% of the Base Salary. Anysuch reimbursement will be made by the Company within thirty (30) days of the Executive’ssubmission of such expenses for reimbursement (including any supporting documentation requested bythe Company). The Executive agrees that he will submit any such reimbursement request, withrequested supporting documents, to the Company no later than February 13th of the year followingthe year in which the underlying expense is incurred so that the Company may make suchreimbursement no later than March 15th of the year following the year in which the underlyingexpense is incurred.          (h) 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 forany reason whatsoever with or without “cause” (as defined below). The Executive’s employment
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shall not be deemed to have been terminated with “cause” unless he shall have received writtennotice from the Company at or prior to the termination of employment advising him of the specificacts or omissions alleged to constitute “cause” and, in the case of those acts or omissions thatare reasonably capable of being corrected, those acts or omissions continue uncorrected after heshall have had a reasonable opportunity (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, embezzlement,(v) the Executive’s material breach of this Agreement, or (vi) conduct by the Executive beyond thescope of his authority as an officer and employee of the Company, which conduct gives rise to ahearing before any governmental department or agency seeking termination or revocation of anygovernmental license.          (d) Termination by the Executive.          (i) The Executive shall have the right to terminate his employment with the Company, providedthat he provides the Company with at least two (2) months of advance written notice of suchdecision. Upon the receipt of such notice from the Executive, the Company may in its solediscretion accelerate such two-month period in order to make such termination effective sooner,and/or may withdraw any and all duties from the Executive and exclude him from the Company’spremises during the notice period.          (ii) Notwithstanding Section 4(d)(i) above, in the event that the Company elects to relocatethe Executive to its offices in Dulles, Virginia in accordance with Section 3(g) above, suchelection to be communicated to the Executive in writing, and the Executive elects not to relocate,such decision will be deemed to be a voluntary resignation of employment by the Executive to beeffective upon a date to be mutually agreed upon by the parties hereto or, failing such agreement,two (2) months following the date on which the Executive notifies the Company of his decision notto relocate.          (e) Severance. If the Company terminates the Executive’s employment without “cause”pursuant to Section 4(c) above, or the Executive’s employment terminates as a result of a Notice ofNon-Extension provided to the Executive by the Company pursuant to Section 2 above, then, subjectto the Executive’s execution of the Release attached hereto as Exhibit A (or in a substantiallysimilar form as the Company deems necessary in order to comply with then applicable law) (the“Release”) and the Release becoming effective in accordance with its terms not later than the 60thday following the Executive’s termination of employment, theExecutive shall be entitled (i) to receive, as severance payments, ninety (90) days of histhen
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Base Salary, payable in accordance with the Company’s payroll schedule in effect from time totime (the “Severance Payments”), and (ii) to the extent he is then a participant in the Company’shealth insurance plan and eligible for benefits under plan terms, and only if the benefit underthis clause (ii) does not cause the Company to fail to satisfy the requirements of, or be inviolation of, Section 2716 of the Public Health Service Act or Section 9815 of the Internal RevenueCode, to continued health insurance coverage for ninety (90) days immediately following suchtermination at then existing employee contribution rates, which the Executive shall pay (suchcontinued coverage to run concurrently with any continued coverage obligation under the federal lawknown as COBRA or any state equivalent) (such severance payments and continued health insurancecoverage being the Executive’s sole entitlement upon any such termination). Subject to the lastparagraph of this Section 4(e), the Severance Payments will begin to be paid on the 60th dayfollowing the Executive’s termination of employment. Subject only to the Executive’s delivery ofan executed Release and such Release becoming effective within the provided sixty-day period, theCompany’s obligation under this Section 4(e) shall be absolute and unconditional, and the Executiveshall be entitled to such severance benefits regardless of the amount of compensation and benefitsthe Executive may earn or be entitled to with respect to any other employment he may obtain duringthe period for which severance payments are payable.          If the Executive’s employment with the Company is terminated pursuant to Section 4(d)(ii)above, the Executive shall be entitled to severance benefits in accordance with, and subject to theRelease requirement of, the preceding paragraph as if his employment were terminated by the Companywithout “cause.”          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)(i) above (but notpursuant to Section 4(d)(ii) above), or if the Executive’s employment terminates as a result of aNotice of Non-Extension provided to the Company by the Executive, then the Executive shall not beentitled to any further payments under this Agreement, including Base Salary, Bonus, EmployeeBenefits, or severance, except as otherwise required by applicable law.          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 SpecifiedEmployee Payment Date, the Executive will be paid in a single lump sum all payments thatotherwise would have been made to him under this Agreement during the six-month period but
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were notbecause of this paragraph. This paragraph will not be applicable after the Executive’s death.          **5.****Merger or Sale of Assets**. If a “Change of Control” occurs, then the Executiveshall be entitled to severance benefits upon the termination of his employment thereafter inaccordance with, and subject to the Release requirement of, Section 4(e) above as if his employmentwere terminated by the Company without “cause,” unless the successor or transferee entity continuesthe Executive’s employment on substantially equivalent terms and substantially equivalentresponsibilities as set forth in Section 1 above. This Agreement shall be binding on any and allsuccessors and/or assigns of the Company, and the Company may assign its rights and obligationsunder this Agreement in connection with a Change of Control to the successor or transferee entitywithout the Executive’s consent.          “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 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, or, if greater, for the period of time during which the Executive isreceiving severance payments under Sections 4(e) or 5 above, the Executive shall not, anywhere inthe world, 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 stockholder in any entity; and in each such case, that is in competition with the Business.For purposes of this Section 6(b) and Section 6(c) below, “Business” shall mean the business of
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offering wireless data communication services, including for the purpose of tracking and/ormonitoring fixed or mobile assets, the business of designing, manufacturing or distributing modemsthat operate on such services, or any other business in which the Company is materially engagedduring the six (6) month period immediately preceding the Executive’s termination of employment.The Executive acknowledges and understands that, due to the global nature of the Company’s businessand the technological advancements in electronic communications around the world, any geographicrestriction of the Executive’s obligation under this Section 6(b) would be inappropriate andcounter 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 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 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 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 6(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,
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service marks,copyrights, other intellectual property, know-how, research, business plans, product information,projects, services, client lists and information, client preferences, client transactions, supplierlists and information, supplier rates, software, hardware, technology, inventions, developments,processes, formulas, designs, drawings, marketing methods and strategies, pricing strategies, salesmethods, financial information, revenue figures, account information, credit information, financingarrangements, and other information disclosed to the Executive by the Company or otherwise obtainedby the Executive during the course of his employment, directly or indirectly, and whether inwriting, orally, or by electronic records, drawings, pictures, or inspection of tangible property.“Confidential Information” does not include any of the foregoing information which has entered thepublic domain other than by a breach of this Agreement or the breach of any other obligation tomaintain confidentiality of which the Executive 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 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, “blue penciled”or judicially modified so as to thereafter be limited or reduced to the extent required to beenforceable 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 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 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 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 7 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. 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, thisarbitration provision shall control. Otherwise, to the extent compatible, effect shall begiven to both this arbitration provision and the Company’s form of arbitration agreement that theExecutive has executed or will be required to execute.
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          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 other thanany existing equity award agreements previously executed by the parties hereto. This Agreement maynot be amended except by a written agreement signed by the Company and the Executive. Effective asof the Start Date, this Agreement supersedes and replaces in its entirety the 2009 Agreement,provided that any obligations of the Executive under the 2009 Agreement applicable to the timeperiod before the Start Date (such as the Executive’s obligation to keep certain informationconfidential) shall survive and remain enforceable.          The intent of the parties hereto is that payments and benefits under this Agreement complywith or be exempt from Code Section 409A and, accordingly, to the maximum extent permitted, thisAgreement shall be interpreted to be in compliance therewith. Notwithstanding anything in thisAgreement to the contrary, in the event that amendments to this Agreement are necessary in order tocomply with Code Section 409A or to minimize or eliminate any income inclusion and penalties underCode Section 409A (*e.g.*, under any document or operational correction program), the Company and theExecutive agree to negotiate in good faith the applicable terms of such amendments and to implementsuch negotiated amendments, on a prospective and/or retroactive basis, as needed. Further, atermination of employment shall not be deemed to have occurred for purposes of any provision ofthis Agreement providing for the payment of any amounts that are payable under a “nonqualifieddeferred compensation plan” (as defined in Code Section 409A) that is not exempt from Code Section409A unless such termination of employment is also a “separation from service” within the meaningof Code Section 409A and, for purposes of any such provision of this Agreement, references to a“termination,” “employment termination,” “termination of employment,” “termination date,”“employment termination date,” or like term shall mean “separation from service” or the date of the“separation from service,” as applicable.          (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.
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          (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 State of New Jersey without regard to its conflict of laws principles.          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:      Brian J. Bell       Title:        
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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, Brian J. Bell, 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, my employment by the Company and the cessationthereof, and all matters arising under any federal, state, or local statute, rule, or regulation,or principle of contract law or common law, including but not limited to, the Worker Adjustment andRetraining Notification Act of 1988, asamended, 29 U.S.C. §§ 2101 etseq., the National Labor Relations Act of 1935, asamended, 29 U.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 of 1964, asamended, 42 U.S.C. §§ 2000e etseq., the Age Discrimination in EmploymentAct of 1967, asamended, 29 U.S.C. §§ 621 etseq. (the “ADEA”), theAmericans with Disabilities Act of 1990, asamended, 42 U.S.C. §§ 12101 etseq., the Genetic Information Nondiscrimination Act of 2008, asamended, 42U.S.C. §§ 2000ff 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., the New Jersey Conscientious Employee Protection Act,asamended, N.J. Stat. Ann. §§ 34:19-8 etseq., any federal, state,or local “whistleblower” law, and any other equivalent federal, state, or local statute; providedthat I do not release or discharge the Released Parties (1) from any Losses arising under the ADEAwhich arise after the date on which I execute this General Release or (2) from any rights that Imay have to be indemnified by the Company for any acts or omissions by me made in the course of myrole as an officer and employee of the Company. It is understood that nothing in this GeneralRelease is to be construed as an admission on behalf of the Released Parties of any wrongdoing withrespect 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.
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     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 relating tomy employment agreement, my employment, or the cessation thereof, and agree not to voluntarilyparticipate in such a proceeding. Notwithstanding the prior sentence, to the extent thatapplicable law does not permit me to waive my right to file such a complaint, charge, or claim, Ihereby waive my right to, and agree, to the maximum extent permitted by law, not to, seek, receive,collect, or benefit from any monetary or other compensatory settlement, award, judgment, or otherresolution (including a resolution 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 theReleased Parties, whether pursued solely on my behalf or on behalf of a greater class ofindividuals. However, nothing in this General Release shall preclude or prevent me from filing aclaim with the Equal Employment Opportunity Commission that challenges the validity of this GeneralRelease solely with respect 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.                        **Brian J. Bell**       **Date**               STATE OF    )                         :  ss.:    COUNTY OF    )                              On the ___ day of ___________________ in the year201__, 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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