(b) Bonus. For each calendar year beginning with the 2008 calendar year, theExecutive shall also be eligible to receive a bonus (the **“Bonus"**) equal to up to 75% of BaseSalary, determined based on the achievement of performance targets (both financial and qualitative) established each year by the Board. In order to receive such a Bonus, if any,the Executive must be actively employed by the Company on the last day of the fiscal year for whichthe Bonus is being paid and not have had his employment terminated with “cause” pursuant to Section4(c) below prior to the payment of such Bonus. Further, if the Company establishes a bonus plan orprogram in which the Company’s executives are generally permitted to participate, then theExecutive shall be entitled to participate in such plan or program. The terms and conditions ofthe Executive’s participation in, and/or any award under, any such plan or program shall be inaccordance with the controlling plan or program documents.Any Bonus hereunder will be paid during the year following the fiscal year for which the Bonusis being paid, provided that the Bonus will be paid no earlier than the rendering of the Company’saudited financial statements for that fiscal year and in any case no later than the earlier of (i)30 days after such rendering of the Company’s audited financial statements for that fiscal year and(ii) June 30th of the year following that fiscal year.(c) Employee Benefits. Subject to the Executive satisfying and continuing to satisfyany plan or program eligibility requirements, the Executive shall be entitled to receiveCompany-paid medical and disability insurance, Company-paid term life insurance (which shallprovide for a death benefit payable to the Executive’s beneficiary), Company-paid holiday andvacation time, and other Company-paid employee benefits (collectively, **“Employee Benefits"**),equivalent to those benefits provided to the Company’s executives generally. In addition, theExecutive shall be entitled to participate in any profit sharing plan and/or pension plan generallyprovided for the executives of the Company or any of its subsidiaries, provided that the Executivesatisfies any eligibility requirements for participation in any such plan. To the extent theCompany maintains a director’s and officer’s liability insurance policy, the Executive shall becovered by such policy to the same extent as the Company’s other senior officers (however, nothingin this Agreement shall require the Company to maintain such a policy). Notwithstanding theforegoing, the Company reserves the right to amend, modify, or terminate, in its sole discretionand consistent with applicable law, any Employee Benefit and any Employee Benefit plan, program orarrangement provided to employees in general.(d) Equity Plan Participation. The Executive shall be entitled to participate in anyequity option plan or restricted equity plan established by the Company in which the Company’sexecutives generally are permitted to participate. The terms and conditions of the Executive’sparticipation in, and/or any award under, any such plan shall be in accordance with the applicablecontrolling plan document and/or award agreement. The number and/or price of any equity-basedaward granted to the Executive shall be determined by the Board. Notwithstanding the foregoing,the Board will grant to the Executive an award consisting of 150,000 stock appreciation rights, theterms of such award to be set forth in a separate written agreement.
 
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(e) Expenses. The Company shall reimburse the Executive for all reasonable expenses incurred by him in connection with the performance of his duties under this Agreementupon his presentation of appropriate vouchers and/or documentation covering such expenses. In theevent that 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.
 
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(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 such decision. Upon the receipt of such notice from the Executive, theCompany may in its sole discretion accelerate such two-month period in order to make suchtermination effective sooner, and/or may withdraw any and all duties from the Executive and excludehim from the Company’s premises during the notice period.(e) Severance. If the Executive’s employment is terminated pursuant to Sections 4(a)or 4(b) above during the Term, then the Executive, or his estate, as applicable, shall be entitledto continue to receive his then Base Salary for one (1) year immediately following suchtermination. If the Company shall terminate the Executive’s employment without “cause” pursuant toSection 4(c) above during the Term, then the Executive shall be entitled to continue to receive histhen Base Salary for one (1) year following the employment termination date. All payments underthis Section 4(e) are conditioned upon the Executive’s execution of, and the effectiveness of therelease attached hereto as Exhibit A (the “Release”), and are payable in regular installmentsconsistent with normal Company payroll practices in effect from time to time. Subject only toExecutive’s (or his estate’s) execution and effectiveness of the Release, the Company’s obligationunder this Section 4(e) shall be absolute and unconditional, and the Executive shall be entitled tosuch severance payments regardless of the amount of compensation and benefits the Executive mayearn or be entitled to with respect to any other employment he may obtain during the period forwhich severance 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 is terminated for any reason following the expiration of the Term, then theExecutive shall not be entitled to any further payments under this Agreement, including BaseSalary, Bonus, Employee Benefits, or severance, after the date of termination, but Executive shallbe entitled to all Base Salary, Bonus and Employee Benefits that have accrued prior to theeffective 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”)) following a “separation from service” (as defined inSection 409A), including any amount payable under this Section 4, then, notwithstanding any otherprovision in this Agreement to the contrary, such payment will not be made to the Executive untilthe day after the date that is six months following his “separation from service,” but only if heis then deemed by the Company, in accordance with any relevant procedures that it may establish, tobe a “specified employee” under Code Section 409A at the time he “separates from service.” Thisparagraph will not be applicable after Executive’s death.
 
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5. **Change of Control**. If a “Change of Control” occurs, then the Executive shall beentitled to severance upon the termination of his employment in accordance with Section 4(e) as ifhis employment were terminated by the Company without “cause,” unless such successor or transfereecontinues the Executive’s employment on substantially equivalent terms.This Agreement shall be binding on any and all successors and/or assigns of the Company.“Change of Control” means (a) the Company’s merger or consolidation with another corporationor entity, (b) the Company’s transfer of all or substantially all of its assets to another person,corporation, or other entity, or (c) a sale of the Company’s stock in a single transaction orseries of related transactions that results in the holders of the outstanding voting power of theCompany immediately prior to such transaction or series of transactions owning less than a majorityof the outstanding voting securities for the election of directors of the surviving company orentity immediately following such transaction or series of transactions (other than any registered,underwritten public offering by the Company of the Company’s stock or pursuant to any stock-basedcompensation plan of the Company).6. **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. The parties shall endeavor to select an arbitrator by mutual agreementwithin thirty (30) days after the written notice of intention to arbitrate is received. If theparties fail to select an arbitrator by mutual agreement, the party seeking arbitration shallnotify the AAA of the demand for arbitration and obtain a list of arbitrators from the AAA’sEmployment Dispute Resolution Roster. If the parties fail to agree on an arbitrator, the AAAAdministrator or his/her delegate shall select an arbitrator, who is a member of the AAA’sEmployment Dispute Resolution Roster. The arbitrator shall have the authority to resolve allissues in dispute, including the arbitrator’s own jurisdiction, and to award compensatory remediesand other remedies permitted by law. The arbitrator shall decide the matters in dispute inaccordance with the governing law provisions of this Agreement, except that the parties agree thatthis agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, *et seq*.The award of the arbitrator shall be final and shall be the sole and exclusive remedy between theparties regarding any claims, counterclaims, issues, or accountings. 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, including the Executive, this arbitration provision shall control. Otherwise, to the extentcompatible, effect shall be given to both this arbitration provision and the Company’s form ofarbitration agreement that the Executive has executed or will be required to execute.
 
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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 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 theCompany’s or its subsidiaries’ within six (6) months prior to the termination of the Executive’semployment, for employment or engagement (whether as an employee, consultant, or otherwise) with aperson or entity involved in marketing or selling products or services competitive with theBusiness. The Executive acknowledges and understands that, due to the global nature of theCompany’s business and the technological advancements in electronic communications around theworld, any geographic restriction of the Executive’s obligation under this Section 7(c) would beinappropriate and counter to the protections sought by the Company hereunder.
 
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(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 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 not keep in his possession, recreate, or deliver to any other person orentity, any and all property which belongs to the Company, or which belongs to any other thirdparty and is in the Executive’s possession as a result of his employment with the Company,including without limitation, computer hardware and software, palm pilots, pagers, cell phones,other electronic equipment, records, data, client lists and information, supplier lists andinformation, notes, reports, correspondence, financial information, account information, productinformation, files, and other documents and information, including any and all copies of theforegoing.
 
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(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 such restriction shall be construed or judicially modified so as to thereafter belimited or reduced to the extent required to be enforceable in accordance with applicable law.(h) Equitable Relief. The Executive acknowledges that the remedy at law for hisbreach of this Section 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.(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 lawor equity for any breach by the Company of its obligation to make severance payments pursuant toSection 4(e) above.
 
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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; 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.Effective as of the Start Date, this Agreement supersedes and replaces the 2006 Agreement, exceptfor any obligations of the Executive under the 2006 Agreement applicable to the time period beforethe Start Date (such as the Executive’s obligation to keep certain information confidential).This Agreement may not be amended except by a written agreement signed by the Company and theExecutive. Notwithstanding the foregoing, the parties hereto acknowledge that the requirements ofCode Section 409A are still being developed and interpreted by government agencies, that certainissues under Code Section 409A remain unclear at this time, and that the parties hereto have made agood faith effort to comply with current guidance under Code Section 409A. Notwithstandinganything in this Agreement to the contrary, in the event that amendments to this Agreement arenecessary in order to comply with future guidance or interpretations under Code Section 409A,including amendments necessary to ensure that compensation will not be subject to Code Section409A, the Executive agrees that the Company shall be permitted to make such amendments, on aprospective and/or retroactive basis, in its sole discretion.(c) Severability. In the event that any provision of this Agreement, or theapplication of any provision to the Executive or the Company, is held to be unlawful orunenforceable by any court or arbitrator, then the remaining portions of this Agreement shallremain in full force and effect and shall not be invalidated or impaired in any manner.(d) Waiver. No waiver by any party hereto of any breach of any term or covenant inthis Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed tobe or construed as a further or continuing waiver of any such breach, or a waiver of any other termor covenant contained in this Agreement.(e) Governing Law. This Agreement shall be governed by and construed in accordancewith the law of the Commonwealth of Virginia applicable to agreements made and to be performed inthe Commonwealth of Virginia.
 
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IN WITNESS WHEREOF, the parties hereto have executed this document as of the 21stday of February, 2008 to be effective as of the Start Date.       ORBCOMM INC.           By: