(b) Bonus. For fiscal year 2008, Mr. Eisenberg shall be eligible to receive a prorata bonus (the **“Bonus"**), which shall be payable in cash or cash equivalent, equal to 25% of thebonus that would have been payable to Mr. Eisenberg under the 2006 Agreement if he had remainedemployed as Chief Executive Officer of the Company for the entire fiscal year 2008. Any bonus forfiscal year 2009 or any subsequent year shall be payable to Mr. Eisenberg, if at all, solely at thediscretion of the Board.The Bonus hereunder will be paid in 2009, provided that the Bonus will be paid no earlier thanthe rendering of the Company’s audited financial statements for 2008 and in any case no later thanthe earlier of (i) 30 days after such rendering of the Company’s audited financial statements for2008 and (ii) June 30, 2009.(c) Employee Benefits. Subject to Mr. Eisenberg satisfying and continuing to satisfyany plan or program eligibility requirements and other terms and conditions of the plan or program,Mr. Eisenberg 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 Mr.Eisenberg’s beneficiary), Company-paid holiday and vacation time, and other Company-paid employeebenefits (collectively, **“Employee Benefits"**), at least equivalent to those provided to seniorexecutives of the Company, and the benefit payable under such term life insurance in any year willnot be less than three (3) times Mr. Eisenberg’s then-current Base Salary, subject to applicablepolicy limitations and maximums. In addition, Mr. Eisenberg shall be entitled to participate inany profit sharing plan and/or pension plan generally provided for employees of the Company or anyof its subsidiaries, provided that Mr. Eisenberg satisfies any eligibility requirements forparticipation in any such plan. Notwithstanding the foregoing, the Company reserves the right toamend, modify, or terminate, in its sole discretion and consistent with applicable law, anyEmployee Benefit and any Employee Benefit plan, program or arrangement.(d) Equity Plan Participation. Mr. Eisenberg shall be entitled to participate in anyequity option plan or restricted equity plan established by the Company in which the Company’semployees generally are permitted to participate. The terms and conditions of Mr. Eisenberg’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 Mr. Eisenberg shall be determined by the Board. Notwithstanding the foregoing,the Board will grant to Mr. Eisenberg an award consisting of 100,000 stock appreciation rights, theterms to be set forth in separate written agreements. Mr. Eisenberg has previously been awarded298,667 restricted stock units and 150,000 stock appreciation rights (together, the “Awards”), andthe terms of the Awards are set forth in separate written agreements. During the Term, the Awardswill continue to vest in accordance with their terms, as set forth in separate written agreements.
 
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(e) Expenses. The Company shall reimburse Mr. Eisenberg for all reasonable expensesincurred by him in connection with the performance of his duties under this Agreement upon his presentation of appropriate vouchers and/or documentation covering such expenses.Without limiting the generality of the foregoing, the Company shall reimburse Mr. Eisenberg for alltransportation (including gas), lodging, food and other expenses incurred by him in connection withtraveling on Company business, including travel and temporary lodging expenses incurred by Mr.Eisenberg during his periodic visits to the Company’s offices.(f) One-Time Cash Payment. Conditioned upon Mr. Eisenberg’s execution of the Releaseattached hereto as Exhibit A, which Release will be executed contemporaneously with this Agreement,and such Release becoming effective, the Company will pay to Mr. Eisenberg, on January 15, 2009, orwithin three (3) business days thereafter, $116,250, plus interest on such amount compounded fromMarch 31, 2008 through the date that the amount is actually paid to Mr. Eisenberg, assuming anannual interest rate of 4%, compounded monthly. Notwithstanding anything in this Agreement to thecontrary, this cash payment will be made to Mr. Eisenberg (or his estate, if applicable) at thespecified time whether or not Mr. Eisenberg is employed by the Company at such time.(g) Withholdings. All payments made under this Section 3, or any other provision ofthis Agreement, shall be subject to any and all federal, state, and local taxes and otherwithholdings to the extent required by applicable law.4. **Termination of Employment**.(a) Disability. If, as a result of any physical and/or mental impairment, Mr.Eisenberg shall fail or be unable to perform his essential duties under this Agreement, with orwithout reasonable accommodation, for one hundred eighty (180) calendar days during any twelve (12)month period or for one hundred twenty (120) consecutive calendar days, then the Company may (if itdetermines that Mr. Eisenberg’s continued absence from his employment would be likely to have anadverse effect on the business or operations of the Company), by notice to Mr. Eisenberg, terminatehis employment under this Agreement as of the date of the notice. Any such termination shall bemade in accordance with applicable law. Finally, nothing set forth in this Section shall beconstrued as a waiver by Mr. Eisenberg for seeking an extended leave of absence in excess of saidtime-frame mentioned above, as a reasonable accommodation under applicable state and/or federalanti-discrimination laws (or the Company’s obligation to provide such). Further, nothing containedin this Section is to be construed as an admission that any such leave in excess of the said timeframe mentioned above is not reasonable as an accommodation. This Section is not to be construedas a waiver of Mr. Eisenberg’s right to pursue legal action for any discharge that he deemsimproper based on a legally protected characteristic (*i.e.*, disability and/or handicap).(b) Death. Mr. Eisenberg’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 accrued monetary amounts owed, shall be transitioned, in accordance with the law, to Mr. Eisenberg’sbeneficiaries.
 
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(c) Termination by the Company. The Company shall have the right, exercisable at anytime in its sole discretion, to terminate the employment of Mr. Eisenberg for any reason whatsoeverwith or without “cause” (as defined below). Mr. Eisenberg’s employment shall not be deemed to havebeen terminated with “cause” unless he shall have received written notice from the Board at orprior to the termination of employment advising him of the specific acts or omissions alleged toconstitute “cause” and, in the case of those acts or omissions that are reasonably capable of beingcorrected, those acts or omissions continue uncorrected after he shall have had a reasonableopportunity (not to exceed fifteen (15) calendar days) to correct them.As used in this Agreement, termination with **“cause”**shall mean only Mr. Eisenberg’sinvoluntary termination for reason of Mr. Eisenberg’s: (i) gross negligence or willful misconductby Mr. Eisenberg in the performance of his duties; (ii) embezzlement by Mr. Eisenberg from theCompany; (iii) conviction of, or plea of guilty or no contest to, a felony; (iv) Mr. Eisenberg’sbreach of a fiduciary duty of loyalty owed to the Company or any of its subsidiaries; (v) conductby Mr. Eisenberg beyond the scope of his authority as a director and/or employee of the Company,which conduct gives rise to a hearing before any governmental department or agency seekingtermination or revocation of any governmental license; or (vi) material breach of this Agreement.Notwithstanding the foregoing, the Company’s failure to achieve any performance level or objectiveshall not, by itself, constitute “cause” under this Agreement, even if the achievement of suchperformance level or objective is contained in a directive of the Board.(d) Termination by Mr. Eisenberg. Mr. Eisenberg shall have the right to terminate hisemployment with the Company with or without “good reason.” If such termination is without “goodreason,” Mr. Eisenberg shall provide the Company with at least two (2) months of advance writtennotice of such decision. Upon the receipt of such notice from Mr. Eisenberg, the Company may inits sole discretion accelerate such 2-month period in order to make such termination effectivesooner, and/or may withdraw any and all duties from Mr. Eisenberg and exclude him from theCompany’s premises during the notice period.Prior to any termination being deemed to be with “good reason,” Mr. Eisenberg shall givewritten notice to the Board advising them of the specific acts or omissions alleged to constitute“good reason,” such notice to be given within ninety (90) days of the occurrence of such act oromission, and such act or omission must remain uncorrected after the Board shall have had thirty(30) calendar days to correct them. If such act or omission remains uncorrected after such 30-dayperiod, then Mr. Eisenberg’s employment will be deemed terminated unless the parties agree to adifferent termination date.
 
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As used in this Agreement, termination for **“good reason”**shall mean only Mr. Eisenberg’s voluntary termination of employment for reason of: (i) any reduction by theCompany of Mr. Eisenberg’s Base Salary or material failure to timely pay any Base Salary, Bonus, orother remuneration due to Mr. Eisenberg under this Agreement; (ii) the Company’s material breach ofthis Agreement, provided that failure of the shareholders to elect Mr. Eisenberg as a directorshall not be deemed a breach of this Agreement; (iii) the failure of the Board to nominate Mr.Eisenberg as its Chairman for the 2009 proxy statement; and (iv) the Board’s removal of Mr.Eisenberg as Chairman for a reason other than “cause” (as defined in this Agreement). Inconnection with any termination of Mr. Eisenberg’s employment under Section 4(a) or 4(b), the Boardmay remove Mr. Eisenberg as Chairman of the Board and/or as a member of the Board, and such removalwill not be deemed for any purpose under this Agreement to be a termination of Mr. Eisenbergwithout “cause,” and will not give rise to any grounds for Mr. Eisenberg to claim “good reason”under this Agreement.(e) Severance. If the Company shall terminate Mr. Eisenberg’s employment as anon-executive employee under this Agreement without “cause” pursuant to Section 4(c) above on orbefore December 31, 2010, or if Mr. Eisenberg terminates his employment under this Agreement with“good reason” pursuant to Section 4(d) above on or before December 31, 2010, then, upon Mr.Eisenberg’s execution of the Release attached hereto as Exhibit B (or in substantially similar formas the Company deems necessary in order to comply with then applicable law) (the “Exhibit BRelease”) and such Exhibit B Release becoming effective, Mr. Eisenberg shall be entitled (i) tocontinue to receive his then Base Salary for the period equal to the greater of (x) one (1) yearimmediately following such termination and (y) the remainder of the Term, payable in regularinstallments consistent with its payroll practices in effect from time to time, and (ii) to theextent he is then a participant in the Company’s health insurance plan and eligible for benefitsunder plan terms, to continued health insurance coverage for one (1) year immediately followingsuch termination at then existing employee contribution rates, which Mr. Eisenberg shall pay (suchcontinued coverage to run concurrently with any continued coverage obligation under the federal lawknown as COBRA or any state equivalent). Subject only to Mr. Eisenberg’s delivery of an executedand effective Exhibit B Release, the Company’s obligation under this Section 4(e) shall be absoluteand unconditional, and Mr. Eisenberg shall be entitled to such severance benefits regardless of theamount of compensation and benefits that Mr. Eisenberg may earn or be entitled to with respect toany other employment he may obtain during the period for which severance payments are payable.If Mr. Eisenberg’s employment with the Company is terminated pursuant to Sections 4(a) or 4(b)above, if the Company terminates Mr. Eisenberg’s employment with “cause” pursuant to Section 4(c)above, if Mr. Eisenberg terminates his employment without “good reason” pursuant to Section 4(d)above, or if Mr. Eisenberg’s employment is terminated for any reason after December 31, 2010, thenMr. Eisenberg shall not be entitled to any further payments under this Agreement, including BaseSalary, Bonus, Employee Benefits, or severance. If Mr. Eisenberg’s position as Chairman of theBoard is terminated for any reason but his position as a non-executive employee of the Company is not terminated, then Mr. Eisenberg shall not beentitled to any severance payments under this Agreement (except to the extent that Mr. Eisenbergexercises any right he may have to resign with “good reason”), but will continue to be entitled tohis Base Salary, Bonus and Employee Benefits during his continued employment as set forth in thisAgreement.
 
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For the avoidance of doubt, to the extent that Mr. Eisenberg resigns from his employment withthe Company for “good reason,” or his employment with the Company is terminated without “cause,” ineither case such that he receives severance under this Section 4(e) but continues to serve asChairman of the Board, any subsequent removal of Mr. Eisenberg, or his resignation, from hisposition as Chairman of the Board and/or as a member of the Board will not be grounds for Mr.Eisenberg to receive any additional severance benefits under this Agreement or otherwise, whetheror not such removal is with or without cause or such resignation is with or without good reason.To the extent that any amount payable under this Agreement constitutes an amount payable undera “nonqualified deferred compensation plan” (as defined in Code Section 409A) following a“separation from service” (as defined in Code Section 409A), including any amount payable underthis Section 4, then, notwithstanding any other provision in this Agreement to the contrary, suchpayment will not be made to Mr. Eisenberg earlier than the day after the date that is six monthsfollowing his “separation from service,” but only if he is deemed by the Company, in accordancewith any relevant procedures that it may establish, to be a “specified employee” under Code Section409A at the time he “separates from service.” On the first day of the seventh month followingseparation of employment, or within three (3) business days thereafter, all amounts which have beenheld back for the 6-month period, will be paid to the Executive. This paragraph will not beapplicable after Mr. Eisenberg’s death.5. **Change of Control**. If a “Change of Control” occurs on or before December 31, 2010,then Mr. Eisenberg shall be entitled to severance in accordance with Section 4(e) upon thetermination of his employment (if such termination occurs on or before December 31, 2010), unlesssuch successor or transferee continues Mr. Eisenberg’s employment on substantially equivalenteconomic terms, duties and responsibilities. This Agreement shall be binding on any and allsuccessors and/or assigns of the Company. If a Change of Control occurs having a value in excessof $6.045 per share (as adjusted for any stock dividends, combinations or splits following theStart Date), then Mr. Eisenberg shall be entitled to have all equity related and stock basedcompensation awards issued to him as of the date of such Change of Control to become fullyexercisable (without regard to the satisfaction of any time-based or performance criteria) inaccordance with the terms set forth in the separate written agreements evidencing such equityrelated and stock based compensation awards.
 
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“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 singletransaction or series of related transactions that results in the holders of the outstanding votingpower of the Company immediately prior to such transaction or series of transactions owning lessthan a majority of the outstanding voting securities for the election of directors of the survivingcompany or entity immediately following such transaction or series of transactions (other than anyregistered, underwritten public offering by the Company of the Company’s stock or pursuant to anystock-based compensation 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, Mr. Eisenberg’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. Ifthe parties fail to agree on an arbitrator, the AAA Administrator or his/her delegate shall selectan arbitrator, who is a member of the AAA’s Employment Dispute Resolution Roster. The arbitratorshall have the authority to resolve all issues in dispute, including the arbitrator’s ownjurisdiction, and to award compensatory remedies and other remedies permitted by law. Thearbitrator shall decide the matters in dispute in accordance with the governing law provisions ofthis Agreement, except that the parties agree that this agreement to arbitrate shall be governed bythe Federal Arbitration Act, 9 U.S.C. § 1, *et seq*. The award of the arbitrator shall be final andshall be the sole and exclusive remedy between the parties regarding any claims, counterclaims,issues, or accountings (except as provide in Section 7(h)). The arbitrator in any such disputeshall have discretion to award attorneys’ fees and costs as part of any resolution of a claimarising under this Agreement. Except as otherwise provided by the arbitrator in accordance withapplicable law, each party hereto shall be responsible for paying its own attorneys’ fees and costsincurred in connection with any dispute between the parties. To the extent inconsistent with theform of arbitration agreement that the Company’s employees generally are required to enter into,including Mr. Eisenberg, 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 Mr. Eisenberg has executed or will be required to execute.
 
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7. **Obligations of Mr. Eisenberg**.(a) Protectable Interests of the Company. Mr. Eisenberg 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. Mr.Eisenberg 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, Mr. Eisenberg 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 Mr. Eisenberg’s employment and for the one (1) yearperiod immediately thereafter, Mr. Eisenberg 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 Mr. Eisenberg’s termination of employment. Mr. Eisenberg 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 Mr. Eisenberg’sobligation under this Section 7(b) would be inappropriate and counter to the protections sought bythe Company hereunder.(c) Non-Solicitation. During Mr. Eisenberg’s employment and for the two (2) yearperiod immediately thereafter, Mr. Eisenberg 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 Mr. Eisenberg’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 individual who was employed by the Company’s orits subsidiaries’ within six (6) months prior to the termination of Mr. Eisenberg’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. Mr. Eisenbergacknowledges and understands that, due to the global nature of the Company’s business and the technological advancements in electronic communications around the world, anygeographic restriction of Mr. Eisenberg’s obligation under this Section 7(c) would be inappropriateand counter to the protections sought by the Company hereunder.
 
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Notwithstanding prior paragraphs (b) and (c), the following shall not be deemed to be aviolation of Mr. Eisenberg’s non-competition and non-solicitation covenants: (i) Mr. Eisenbergbecoming employed by any entity that is a client (VAR, IVAR, Country Representative or Licensee) ofthe Company at the time of Mr. Eisenberg’s termination; (ii) Mr. Eisenberg becoming employed by anentity that is a corporate affiliate of the Company; and (iii) Mr. Eisenberg holding a minorityposition (less than 10% interest) in any private investment or making any investment in publicsecurities.(d) Confidential Information. Mr. Eisenberg 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, Mr.Eisenberg 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), Mr. Eisenberg will be permitted to disclose anyConfidential Information to the extent required by validly issued legal process or court order,provided that Mr. Eisenberg 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 Mr. Eisenberg’s disclosure of any Confidential Information.For purposes of this Agreement, **“Confidential Information”**means any confidential orproprietary information that belongs to the Company, or any of its clients or suppliers, including,without 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 Mr. Eisenberg by the Company or otherwise obtainedby Mr. Eisenberg 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 that has entered thepublic domain other than by a breach of this Agreement or the breach of any other obligation tomaintain confidentiality of which Mr. Eisenberg is aware.
 
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(e) Return of Company Property. Upon the termination of Mr. Eisenberg’s employmentwith the Company (whether upon the expiration of the Term or otherwise), or at any time during suchemployment upon request by the Company, Mr. Eisenberg will promptly deliver to the Company and notkeep in his possession, recreate, or deliver to any other person or entity, any and all propertythat belongs to the Company, or that belongs to any other third party and is in Mr. Eisenberg’spossession as a result of his employment or directorship with the Company, including, withoutlimitation, computer hardware and software, palm pilots, pagers, cell phones, other electronicequipment, records, data, client lists and information, supplier lists and information, notes,reports, correspondence, financial information, account information, product information, files,and other documents and information, including any and all copies of the foregoing.(f) Ownership of Property. Mr. Eisenberg 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 Mr. Eisenberg (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 Mr. Eisenberg herebyassigns, and agrees to assign, all of the above Work Product to the Company or such affiliate.(g) Judicial Modification. Mr. Eisenberg 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 New Jersey. If any of the restrictions contained orreferenced in this Section 7 is for any reason held by an arbitrator or court to be excessivelybroad as to duration, activity, geographical scope, or subject, then such restriction shall beconstrued or judicially modified so as to thereafter be limited or reduced to the extent requiredto be enforceable in accordance with the laws of the State of New Jersey (or other applicable lawin the event that New Jersey law is not being applied).(h) Equitable Relief. Mr. Eisenberg 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 Mr. Eisenberg 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 Mr. Eisenberg of any of the parts of this Section 7 that may be pursued oravailed of by the Company.
 
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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 days after mailed byregistered mail, return receipt requested, to Mr. Eisenberg 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 Mr. Eisenberg and the Company with respect to the employment of Mr.Eisenberg by the Company and Mr. Eisenberg’s compensation for such employment, and supersedes allprevious agreements, arrangements and understandings, written or oral, relating thereto. Effectiveas of the Start Date, this Agreement supersedes and replaces in its entirety the 2006 Agreement,except for any obligations of Mr. Eisenberg under the 2006 Agreement applicable to the time periodbefore the Start Date (such as Mr. Eisenberg’s obligation to keep certain informationconfidential).This Agreement may not be amended except by a written agreement signed by the Company and Mr.Eisenberg. 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, Mr. Eisenberg and the Company will cooperate to make such amendments, on a prospective and/orretroactive basis, as agreed to by the parties hereto at such time.(c) Severability. In the event that any provision of this Agreement, or theapplication of any provision to Mr. Eisenberg 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 theState of New Jersey.
 
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IN WITNESS WHEREOF, the parties hereto have executed this document as of the 31stday of March, 2008 to be effective as of the Start Date.     ORBCOMM INC.     By:/s/ Christian Le Brun        Name:Christian Le Brun   Title:Executive Vice President and General Counsel           /s/Jerome B Eisenberg       Jerome B Eisenberg
 
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**EXHIBIT A — RELEASE**FOR AND IN CONSIDERATION OF the payment to be made under Section 3(f) of the employmentagreement dated as of March _____, 2008 (the “Employment Agreement”) to which this Release isattached, I, **Jerome Eisenberg**, agree, on behalf of myself, my heirs, executors, administrators, andassigns, to release and discharge **ORBCOMM Inc.**(the “Company”), and its current and formerofficers, directors, employees, agents, owners, subsidiaries, divisions, affiliates, parents,successors, and assigns (the “Released Parties”) from any and all manner of actions and causes ofaction, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges,claims, and demands whatsoever (“Losses”) which I, my heirs, executors, administrators, and assignshave, or may hereafter have, against the Released Parties or any of them arising out of or byreason of:(a) any employment agreement that I have with the Company other than the Employment Agreement; (b) the cessation of my employment as Chief Executive Officer of the Company and the transitionof my employment from Chief Executive Officer to non-executive employee, including mattersrelating thereto arising under any federal, state, or local statute, rule, or regulation, orprinciple of contract law or common law, including but not limited to, the Worker Adjustmentand Retraining Notification Act of 1988, asamended, 29 U.S.C. §§ 2101etseq., 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 Discriminationin Employment Act of 1967, asamended, 29 U.S.C. §§ 621 etseq. (the “ADEA”), the Americans with Disabilities Act of 1990, asamended, 42 U.S.C. §§ 12101 etseq., the Employee Retirement Income Security Act of 1974,asamended, 29 U.S.C. §§ 1001 etseq., the Virginia HumanRights 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., and any other equivalentfederal, state, or local statute; and(c) any matter arising under the Worker Adjustment and Retraining Notification Act of 1988,asamended, 29 U.S.C. §§ 2101 etseq., the Family and MedicalLeave Act of 1993, asamended, 29 U.S.C. §§ 2601 etseq.,Title VII of the Civil Rights Act of 1964, asamended, 42 U.S.C. §§ 2000eetseq., the Age Discrimination in Employment Act of 1967, asamended, 29 U.S.C. §§ 621 etseq. (the “ADEA”), the Americans withDisabilities Act of 1990, asamended, 42 U.S.C. §§ 12101 etseq., the Employee Retirement Income Security Act of 1974, asamended,29 U.S.C. §§ 1001 etseq., the Virginia Human Rights Act, asamended, Va. Code Ann. §§ 2.1-714 etseq., the Virginia Persons withDisabilities Act, asamended, Va. Code Ann. §§ 51.5-1 etseq.,the New Jersey Law Against Discrimination, asamended, N.J. Stat. Ann. §§10:5-1 etseq., and any other equivalent federal, state, or local statute;provided that I do not release or discharge the Released Parties (1) from any Losses arising underthe ADEA which arise after the date on which I execute this Release and (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, director, and employee of the Company. It is understood that nothing in thisRelease 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.
 
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I represent and warrant that I fully understand the terms of this Release, that I have had thebenefit of advice of counsel, and that I knowingly and voluntarily, of my own free will, withoutany duress, being fully informed, and after due deliberation, accepts its terms and sign the sameas my own free act. I understand that as a result of executing this Release, I will not have theright to assert, among other things, that the Company violated any of my rights in connection withany employment agreement (other than the Employment Agreement) or the termination of my role asChief Executive Officer of the Company.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 toany Losses released and discharged in this Release, and agree not to voluntarily participate insuch a proceeding. However, nothing in this Release shall preclude or prevent me from filing aclaim that challenges the validity of this Release solely with respect to my waiver of any Lossesarising under the ADEA.I acknowledge that I have twenty-one (21) days in which to consider whether to execute thisRelease. I understand that I may waive such 21-day consideration period. I understand that uponmy execution of this Release, I will have seven (7) days after such execution in which I may revokemy execution of this Release. In the event of revocation, I must present written notice of suchrevocation to the General Counsel at the Company by delivering such written notice to him at                                         .**If seven (7) days pass without receipt of such written notice of revocation, this Releaseshall become binding and effective on the eighth day.**
 
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This Release shall be governed by the laws of the State of New Jersey without giving effect toits conflict of laws principles.     March 31, 2008   **Jerome Eisenberg** **Date**           STATE OF    )                     :  ss.:  COUNTY OF    )                On the_____ day of                                          in the year2008, before me, the undersigned, personally appearedJEROME EISENBERG, personally known to me or proved tome on 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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**EXHIBIT B — GENERAL RELEASE**FOR AND IN CONSIDERATION OF the employment agreement dated as of March_____, 2008 (the“Employment Agreement”) to which this General Release is attached, I, **Jerome Eisenberg**, agree, onbehalf of myself, my heirs, executors, administrators, and assigns, to release and discharge**ORBCOMM Inc.**(the “Company”), and its current and former officers, directors, employees, agents,owners, subsidiaries, divisions, affiliates, parents, successors, and assigns (the “ReleasedParties”) from any and all manner of actions and causes of action, suits, debts, dues, accounts,bonds, covenants, contracts, agreements, judgments, charges, claims, and demands whatsoever(“Losses”) which I, my heirs, executors, administrators, and assigns have, or may hereafter have,against the Released Parties or any of them arising out of or by reason of any cause, matter, orthing whatsoever from the beginning of the world to the date hereof, including, without limitation,the Employment Agreement, my employment by and directorship with 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 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 Employee Retirement Income Security Act of 1974, asamended, 29U.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 LawAgainst Discrimination, asamended, N.J. Stat. Ann. §§ 10:5-1 etseq., and any other equivalent federal, state, or local statute; provided that I do notrelease or discharge the Released Parties (1) from any Losses arising under the ADEA which ariseafter the date on which I execute this General Release, (2) from any Losses arising out of theCompany’s breach of its obligation to make severance payments in accordance with Section 4(e) ofthe Employment Agreement, or (3) from any rights that I may have to be indemnified by the Companyfor any acts or omissions by me made in the course of my role as an officer, director, and employeeof the Company. It is understood that nothing in this General Release is to be construed as anadmission on behalf of the Released Parties of any wrongdoing with respect to me, any suchwrongdoing being expressly denied.I represent and warrant that I fully understand the terms of this General Release, that I havehad the benefit of advice of counsel or have knowingly waived such advice, and that I knowingly andvoluntarily, of my own free will, without any duress, being fully informed, and after duedeliberation, accepts its terms and sign the same as my own free act. I understand that as aresult of executing this General Release, I will not have the right to assert that the Companyviolated any of my rights in connection with the 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 tothe Employment Agreement, my employment, or the cessation thereof, and agree not to voluntarilyparticipate in such a proceeding. However, nothing in this General Release shall preclude orprevent me from filing a claim that challenges the validity of this General Release solely withrespect to my waiver of any Losses arising under the ADEA.I acknowledge that I have twenty-one (21) in which to consider whether to execute this GeneralRelease. I understand that I may waive such 21-day consideration period. I understand that uponmy execution of this General Release, I will have seven (7) days after such execution in which Imay revoke my execution of this General Release. In the event of revocation, I must presentwritten notice of such revocation to the General Counsel at the Company by delivering such writtennotice 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.**This General Release shall begoverned by the laws of the State of New Jersey without giving effect to its conflict of lawsprinciples.         **Jerome Eisenberg** **Date**           STATE OF    )                     :  ss.:  COUNTY OF    )                On the_____ day of                      in the year200__, before me, the undersigned, personally appearedJEROME EISENBERG, personally known to me or proved tome on 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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