shall be made in arrears in substantially equal installments (not less frequently thanmonthly) in accordance with the Company’s customary payroll practices for its other executives, asthose practices may exist from time to time.          (b) Bonus. For each calendar year beginning with the 2011 calendar year, theExecutive shall also be eligible to receive a bonus (the **“Bonus”**) equal to up to 140% of BaseSalary, determined based on the achievement of performance targets (both financial and qualitative)established each year by the Board. Further, if the Company establishes a bonus plan or program inwhich the Company’s executives are generally permitted to participate, then the Executive shall beentitled to participate in such plan or program. The terms and conditions of the Executive’sparticipation in, and/or any award under, any such plan or program shall be in accordance with thecontrolling 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.          In order to receive any Bonus payment for a fiscal year, the Executive must be activelyemployed on the last day of the fiscal year for which the Bonus is being paid and not have had hisemployment terminated with “cause” pursuant to Section 4(d) below prior to the payment of suchBonus.          (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 other seniorexecutives of the Company, subject to applicable policy limitations and maximums. In addition, theExecutive shall be entitled to participate as a senior executive in any profit sharing plan and/orpension plan generally provided for the executives of the Company or any of its subsidiaries,provided that the Executive satisfies any eligibility requirements for participation in any suchplan. Notwithstanding the foregoing, the Company reserves the right to amend, modify, orterminate, in its sole discretion and consistent with applicable law, any Employee Benefit and anyEmployee 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 senior executives generallyare permitted to participate. The terms and conditions of the Executive’s participation
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in, and/orany award under, any such plan shall be in accordance with the applicable controllingplan document and/or award agreement. The number and/or price of any equity-based awardgranted to the Executive shall be determined by the Board.          (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 transportation,lodging, food, and other expenses incurred by him in connection with traveling on Company business.          (f) Automobile. The Company shall reimburse the Executive for up to $800 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) Disability. If the Executive shall fail or be unable to perform his essentialduties under this Agreement for any reason, including a physical or mental disability, with orwithout reasonable accommodation, for one hundred eighty (180) calendar days during any twelve (12)month period or for one hundred (120) consecutive calendar days, then the Company may, by notice tothe Executive, terminate his employment under this Agreement as of the date of the notice. Anysuch termination shall be made only in accordance with applicable law. Nothing set forth in thisSection 4(a) shall be construed as a waiver by the Executive for seeking an extended leave ofabsence in excess of said time-frame mentioned above, as a reasonable accommodation underapplicable state and/or federal anti-discrimination laws (or the Company’s
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obligation toprovide such). Further, nothing contained in this Section 4(a) is to be construed as an admissionthat any such leave in excess of the said time frame mentioned above is not reasonable as anaccommodation. This Section is not to be construed as a waiver of the Executive’s right to pursuelegal action for any discharge that he deems improper based on a legally protected characteristic(*i.e.*, disability and/or handicap).          (b) Death. The Executive’s employment under this Agreement shall terminateautomatically upon his death. However, any and all rights that may exist under this Agreementand/or through any other pertinent plan documents, with respect to vested benefits and/or accruedmonetary amounts owed, shall be transitioned, in accordance with the law, to the Executive’sbeneficiaries.          (c) Material Change in the Executive’s Status. Subject to the notice and cure periodset forth in this Section 4(c), the Executive may elect to terminate his employment following (i) amaterial adverse change in the Executive’s status, title, position, or scope of authority orresponsibilities (including reporting responsibilities), (ii) the assignment to the Executive ofany duties or responsibilities which are materially inconsistent with his status, title, position,authorities, or responsibilities, or (iii) any removal of the Executive from, or failure toreappoint or reelect him to, such position; except in connection with the termination of hisemployment for “cause” (as defined below). Upon the occurrence of any such material adversechange, but no later than sixty (60) days following the occurrence of any such material adversechange, the Executive shall provide written notice to the Company, reasonably detailing thematerial adverse change, and the Company shall have thirty (30) days from receipt of such writtennotice to cure any such material adverse change. If the Company fails to cure such materialadverse change within the thirty (30) day cure period, then the Executive may elect to terminatehis employment under this Agreement within seven (7) days following the expiration of such cureperiod.          (d) 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). However, the Executive’s employment shall not bedeemed to have been terminated with “cause” unless he shall have received written notice from theBoard at or prior to the termination of employment advising him of the specific acts or omissionsalleged to constitute “cause” and, in the case of those acts or omissions that are reasonablycapable of being corrected, those acts or omissions continue uncorrected after he shall have had areasonable 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 related to theperformance of his services under this Agreement, (iv) the Executive’s willful misconduct,
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including without limitation, embezzlement, (v) the Executive’s material breach of thisAgreement, or (vi) conduct by the Executive beyond the scope of his authority as an officer andemployee of the Company, which conduct gives rise to a hearing before any governmental departmentor agency seeking termination or revocation of any governmental license. Notwithstanding theforegoing, the Company’s failure to achieve any performance level or objective shall not, byitself, constitute “cause” under this Agreement, even if the achievement of such performance levelor objective is contained in a directive of the Board.          (e) 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 one (1) month of advance written notice of suchdecision. Upon the receipt of such notice from the Executive, the Company may withdraw any and allduties from the Executive and exclude him from the Company’s premises during the notice period,during which time the Executive shall continue to paid his Base Salary and continue to be eligiblefor employee benefits for the remainder of the one-month notice period. The Executive’s employmentwill be terminated formally upon the expiration of such one-month notice period.          (ii) Notwithstanding Section 4(e)(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,one (1) month following the date on which the Executive notifies the Company of his decision not torelocate.          (f) Severance. If the Company terminates the Executive’s employment without “cause”pursuant to Section 4(d) above, 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, or theExecutive terminates his employment under Section 4(c) above due to a material change in status,then, subject to the Executive’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 entitled(i) to receive, as severance payments, one (1) year of his then Base Salary, payable in accordancewith the Company’s payroll schedule in effect from time to time (the “Severance Payments”), and(ii) to the extent he is then a participant in the Company’s health insurance plan and eligible forbenefits under plan terms, and only if the benefit under this clause (ii) does not cause theCompany to fail to satisfy the requirements of, or be in violation of, Section 2716 of the PublicHealth Service Act or Section 9815 of the Internal Revenue Code, to continued health insurancecoverage for one (1) year immediately following such termination at then existing employeecontribution rates, which the Executive shall pay
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(such continued coverage to run concurrently with any continued coverage obligation under thefederal law known as COBRA or any state equivalent) (such severance payments and continued healthinsurance coverage being the Executive’s sole entitlement upon any such termination). Subject tothe last paragraph of this Section 4(f), the Severance Payments will begin to be paid on the 60thday following the Executive’s termination of employment. Subject only to the Executive’s deliveryof an executed Release and such Release becoming effective within the provided sixty-day period,the Company’s obligation under this Section 4(f) shall be absolute and unconditional, and theExecutive shall be entitled to such severance benefits regardless of the amount of compensation andbenefits the Executive may earn or be entitled to with respect to any other employment he mayobtain during the period for which severance payments are payable.          If the Executive’s employment with the Company is terminated pursuant to Section 4(e)(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.” Notwithstanding the preceding sentence, (i) any severance payable as a result ofa termination pursuant to Section 4(e)(ii) above shall be in an amount equal to three (3) months ofBase Salary in lieu of the one (1) year of Base Salary set forth in the preceding paragraph andshall be payable over a three-month period in accordance with the Company’s periodic payrollschedule in effect from time to time, such payments to commence on the date set forth in thepreceding paragraph, and (ii) any continued health insurance coverage at then existing employeecontribution rates shall be for three (3) months in lieu of the one (1) year set forth in thepreceding paragraph.          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(d)above, if the Executive terminates his employment pursuant to Section 4(e)(i) above (but notpursuant to Section 4(e)(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, including the payment ofany amounts owed to the Executive and any obligation that the Company may have to offer theExecutive continued benefit plan participation.          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
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separation from service, he is a “specifiedemployee” under Code Section 409A and any relevantprocedures that the Company may establish. For the avoidance of doubt, on the SpecifiedEmployee Payment Date, the Executive will be paid in a single lump sum all payments that otherwisewould have been made to him under this Agreement during the six-month period but were not becauseof this paragraph. This paragraph will not be applicable after the Executive’s death.          5. **Change of Control**. If a “Change of Control” occurs, then the Executive shall beentitled to severance benefits upon the termination of his employment thereafter in accordancewith, and subject to the Release requirement of, Section 4(f) 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,(i) 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(f)above and 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(f) above, and (ii) any continued health insurance coverage at then existing employeecontribution rates shall be for eighteen (18) months in lieu of the one (1) year set forth underSection 4(f) 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 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
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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 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 (except as provide in Section7(h)). The arbitrator in any such dispute shall have discretion to award attorneys’ fees and costsas part of any resolution of a claim arising under this Agreement. Except as otherwise provided bythe arbitrator in accordance with applicable law, each party hereto shall be responsible for payingits own attorneys’ fees and costs incurred in connection with any dispute between the parties. Tothe extent inconsistent with the form of arbitration agreement that the Company’s employeesgenerally are required to enter into, including the Executive, this arbitration provision shallcontrol. Otherwise, to the extent compatible, effect shall be given to both this arbitrationprovision and the Company’s form of arbitration agreement that the Executive has executed or willbe 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,
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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, includingfor the purpose of tracking and/or monitoring fixed or mobile assets, the business of designing,manufacturing or distributing modems that operate on such services, or any other business in whichthe Company is materially engaged during the six (6) month period immediately preceding theExecutive’s termination of employment. The Executive acknowledges and understands that, due to theglobal nature of the Company’s business and the technological advancements in electroniccommunications around the world, any geographic restriction of the Executive’s obligation underthis Section 7(b) would be inappropriate and counter to the protections sought by the Companyhereunder.          (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’s orits subsidiaries’ within three (3) months prior to the termination of the Executive’s employment,for employment or engagement (whether as an employee, consultant, or otherwise) with a person orentity involved in marketing or selling products or services competitive with the Business. TheExecutive acknowledges and understands that, due to the global nature of the Company’s business andthe technological 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.          Notwithstanding prior paragraphs (b) and (c), the following shall not be deemed to be aviolation of the Executive’s non-competition and non-solicitation covenants: (i) the Executivebecoming employed by an entity that is a corporate affiliate of the Company; and (ii) the Executiveholding a minority position (less than 10% interest) in any private investment or making anyinvestment in public securities.          (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, andthat belongs to the Company. As such, at all times, both during his employment and thereafter, theExecutive 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
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permitted to disclose anyConfidential Information to the extent required by validly issued legalprocess or court order, provided that the Executive notifies the Company immediately of anysuch legal process or court order in an effort to allow the Company to challenge such legal processor court order, if the Company so elects, prior to the Executive’s disclosure of any ConfidentialInformation.          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 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
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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 the State of New Jersey. If any of the restrictionscontained or referenced in this Section 7 is for any reason held by an arbitrator or court to beexcessively broad as to duration, activity, geographical scope, or subject, then, for purposes ofthat jurisdiction, such restriction shall be construed, “blue penciled” or judicially modified soas to thereafter be limited or reduced to the extent required to be enforceable in accordance withthe laws of the State of New Jersey (or other applicable law in the event that New Jersey law isnot being applied).          (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 breach will notbe readily susceptible to being measured in monetary terms. Accordingly, upon a violation of anypart of this Section 7, 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 7(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 7 which may be pursued oravailed of by the Company.          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 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 agreementsigned by the Company and the Executive.          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
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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 arenecessary in order to comply with Code Section 409A or to minimize or eliminate any incomeinclusion and penalties under Code Section 409A (*e.g.*, under any document or operational correctionprogram), the Company and the Executive agree to negotiate in good faith the applicable terms ofsuch amendments and to implement such negotiated amendments, on a prospective and/or retroactivebasis, as needed. Further, a termination of employment shall not be deemed to have occurred forpurposes of any provision of this Agreement providing for the payment of any amounts that arepayable under a “nonqualified deferred compensation plan” (as defined in Code Section 409A) that isnot exempt from Code Section 409A unless such termination of employment is also a “separation fromservice” within the meaning of Code Section 409A and, for purposes of any such provision of thisAgreement, references to a “termination,” “employment termination,” “termination of employment,”“termination date,” “employment termination date,” or like term shall mean “separation fromservice” 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.          (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 applicable to agreements made and to be performed in NewJersey.          (f) Legal Costs. If either party commences legal action to enforce any of its or hisrights under this Agreement and substantially prevails (as determined by the trier of fact) in thataction, then the non-prevailing party shall reimburse the prevailing party for the legal fees andother costs and expenses incurred by the prevailing party in connection with the action, providedthat (a) any amount reimbursed to the Executive in any one year will not affect the amountreimbursed to the Executive in any other year, (b) any amount reimbursed to the Executive may bemade no later than the end of the year following the year in which the underlying expense isincurred, and (c) this right to reimbursement is not subject to liquidation by the Executive forcash or exchange by the Executive for any other benefit. The Executive’s right to reimbursementset forth in the prior sentence is limited to expenses incurred by him during his employment withthe Company and during the five-year period immediately thereafter. No damages or other amountsowing to the Executive hereunder shall be reduced by any earnings from any subsequent employment.
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          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:      Robert G. Costantini       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, **Robert G. Costantini**, agree, on behalf of myself, myheirs, executors, administrators, and assigns, except as otherwise provided in this GeneralRelease, 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 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., the New Jersey Law Against Discrimination, asamended, N.J. Stat. Ann. §§ 10:5-1 etseq., the New Jersey ConscientiousEmployee 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; provided that I do not release or discharge the Released Parties (1) fromany Losses arising under the ADEA which arise after the date on which I execute this GeneralRelease or (2) from any rights that I may have to be indemnified by the Company for any acts oromissions by me made in the course of my role as an officer and employee of the Company. It isunderstood that nothing in this General Release is to be construed as an admission on behalf of theReleased Parties of any wrongdoing 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.
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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 the General Counsel at the Company by delivering suchwritten notice to him at _______________________. **If seven (7) days pass without receipt of suchwritten notice of revocation, this General Release shall become binding and effective on the eighthday (the “Release Effective Date”).**This General Release shall be governed by the laws of theState of New Jersey without giving effect to its conflict of laws principles.                        **Robert G. Costantini**       **Date**               STATE OF    )                         :  ss.:    COUNTY OF    )                         On the ___ day of ___________________ in the year 201__, before me, the undersigned,personally appeared ROBERT G. COSTANTINI, personally known to me or proved to me on the basis ofsatisfactory evidence to be the individual whose name is subscribed to the within instrument, andacknowledged to me that he executed the same in his capacity, and that by his signature on theinstrument he executed such instrument, and that such individual made such appearance before theundersigned.       Notary Public      
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