No Bonus will be paid unless the Company meets or exceeds 90% of the applicable performancetargets for that fiscal year (the “Targets”). If the Company achieves 90% of the Targets, theBonus will be equal to 18% of the Executive’s base salary then in effect. If the Company achieves100% of the Targets, the Bonus will be equal to 80% of the Executive’s base salary then in effect.If the Company achieves or exceeds 133% of the Targets, the Bonus will be equal to 140% of theExecutive’s base salary then in effect.If the Company achieves between 90% and 100% of the Targets, the Bonus will be equal to apercentage of the Executive’s base salary then in effect, with such percentage being between 18%and 80%, calculated on a straight line basis with 18% corresponding to the Company’s achievement of90% of the Targets and 80% corresponding to the Company’s achievement of 100% of the Targets.If the Company achieves between 100% and 133% of the Targets, the Bonus will be equal to apercentage of the Executive’s base salary then in effect, with such percentage being between 80%and 140%, calculated on a straight line basis with 80% corresponding to the Company’s achievementof 100% of the Targets and 140% corresponding to the Company’s achievement of 133% of the Targets.The Targets will be set annually by the Board in its sole discretion and communicated to theExecutive in writing.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, and the benefit payable under such term life insurance in any year willnot be less than three (3) times the Executive’s then-current Base Salary, subject to applicablepolicy limitations and maximums. In addition, the Executive shall be entitled to participate in any profit sharing plan and/or pension plan generally provided for theexecutives of the Company or any of its subsidiaries, provided that the Executive satisfies anyeligibility requirements for participation in any such plan. Notwithstanding the foregoing, theCompany reserves the right to amend, modify, or terminate, in its sole discretion and consistentwith applicable law, any Employee Benefit and any Employee Benefit plan, program or arrangementprovided to employees in general.
 
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(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’ssenior executives generally are permitted to participate. The terms and conditions of theExecutive’s participation in, and/or any award under, any such plan shall be in accordance with theapplicable controlling plan document and/or award agreement. The number and/or price of anyequity-based award granted to the Executive shall be determined by the Board. Notwithstanding theforegoing, the Board will grant to the Executive an award consisting of 425,000 stock appreciationrights, the terms of such awards to be set forth in a separate written agreement.(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 $1,200 per monthfor automobile expenses, including lease, insurance, and maintenance costs.(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 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 obligation to providesuch). Further, nothing contained in this Section 4(a) is to be construed as an admission that anysuch leave in excess of the said time frame mentioned above is not reasonable as an accommodation.This Section is not to be construed as a waiver of the Executive’s right to pursue legal action for any discharge that he deems improper based on alegally protected characteristic (*i.e.*, disability and/or handicap).
 
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(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 of anyduties 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, (v) theExecutive’s material breach of this Agreement, or (vi) conduct by the Executive beyond the scope ofhis authority as an officer and employee of the Company, which conduct gives rise to a hearingbefore any governmental department or agency seeking termination or revocation of any governmentallicense; but “cause” shall not include matters relating solely to the competence of the Executivein the performance of his duties as an officer and employee. Notwithstanding the foregoing, 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.
 
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(e) Termination by the Executive. The Executive shall have the right to terminate hisemployment with the Company, provided that he provides the Company with at least two (2) months ofadvance written notice of such decision. Upon the receipt of such notice from the Executive, theCompany may withdraw any and all duties from the Executive and exclude him from the Company’spremises during the notice period, during which time the Executive shall continue to paid his BaseSalary and continue to be eligible for employee benefits for the remainder of the two-month noticeperiod. The Executive’s employment will be terminated formally upon the expiration of suchtwo-month notice period.(f) Severance. If the Company shall terminate the Executive’s employment without“cause” pursuant to Section 4(d) above during the Term or the Executive terminates his employmentunder Section 4(c) due to a material change in status during the Term, then, upon the Executive’sexecution of the Release attached hereto as Exhibit A (or in a substantially similar form as theCompany deems necessary in order to comply with then applicable law), the Executive shall beentitled to continue to receive, as severance payments (such severance payments being theExecutive’s sole entitlement upon any such termination), (i) his then Base Salary for one (1) yearimmediately following such termination, payable in regular installments consistent with its payrollpractices in effect from time to time, and (ii) to the extent he is then a participant in theCompany’s health insurance plan and eligible for benefits under plan terms, to continued healthinsurance coverage for one (1) year immediately following such termination at then existingemployee contribution rates, which the Executive shall pay (such continued coverage to runconcurrently with any continued coverage obligation under the federal law known as COBRA or anystate equivalent). Subject only to the Executive’s delivery of an executed and effective Release,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 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) 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, except as otherwise required by applicable law,including the payment of any amounts owed to the Executive and any obligation that the Company mayhave to offer the Executive continued benefit plan participation.
 
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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 Revenue Code (hereinafter, “Code Section 409A”)) following a “separation fromservice” (as defined in Code Section 409A), including any amount payable under this Section 4,then, notwithstanding any other provision in this Agreement to the contrary, such payment will notbe made to Executive until the day after the date that is six months following his “separation fromservice,” but only if he is then deemed by the Company, in accordance with any relevant proceduresthat it may establish, to be a “specified employee” under Code Section 409A at the time he“separates from service.” This paragraph will not be applicable after Executive’s death.5. **Change of Control**. If a “Change of Control” occurs, then the Executive shall beentitled to severance upon the termination of his employment as if his employment were terminatedby the Company without “cause,” unless such successor or transferee continues the Executive’semployment on substantially equivalent terms. Any such severance under this Section 5 will beprovided to the Executive in accordance with Section 4(f), except that (i) the length of theseverance period during which the Executive receives continued Base Salary payments and coverageunder the Company’s health insurance plan will be the longer of the one-year period immediatelyfollowing the employment termination date or the remainder of the Term at the time the employmenttermination occurs, and (ii) in no event will the Executive’s continued coverage under theCompany’s health insurance plan under Section 4(f) continue beyond the 18-month period followingthe employment termination date. This Agreement shall be binding on any and all successors and/orassigns 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. **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.
 
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(b) Non-Competition. During the Executive’s employment and, provided that theExecutive’s employment is terminated before the expiration of the Term (regardless of the reason for such termination and who the terminating party is), then also 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 6(b) and Section 6(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 6(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 contracts, or enterinto any business or contract, directly or indirectly, with any suppliers, licensees, customers, orpartners 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 6(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 whose principal business is the retail sale of electronic equipment;(ii) the Executive becoming employed by an entity that is a corporate affiliate of the Company; and(iii) the Executive holding a minority position (less than 10% interest) in any private investmentor making any investment in public securities.
 
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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 about the Company, and its clients and suppliers, that is confidential and/orproprietary in nature, and that belongs to the Company. As such, at all times, both during theTerm and thereafter, the Executive will hold in the strictest confidence, and not use or attempt touse except for the benefit of the Company, and not disclose to any other person or entity (withoutthe prior written authorization of the Company) any Confidential Information (as defined below).Notwithstanding anything contained in this Section 6(d), the Executive will be permitted todisclose any Confidential Information to the extent required by validly issued legal process orcourt order, provided that the Executive notifies the Company immediately of any such legal processor court order in an effort to allow the Company to challenge such legal process or court order, ifthe Company 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 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 the Company or any of its affiliates (including any of the foregoing that constitutes anyConfidential Information) (**“Work Product"**) belong to the Company or such affiliate, and theExecutive hereby assigns, and agrees to assign, all of the above Work Product to the Company orsuch Affiliate.
 
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(g) Judicial Modification. The Executive acknowledges that it is the intent of theparties hereto that the restrictions contained or referenced in this Section 6 be enforced to thefullest extent permissible under the laws of the State of New Jersey. If any of the restrictionscontained or referenced in this Section 6 is for any reason held by a court to be excessively broadas to duration, activity, geographical scope, or subject, then such restriction shall be construedor judicially modified so as to thereafter be limited or reduced to the extent required to beenforceable in accordance with the laws of the State of New Jersey (or other applicable law in theevent that New Jersey law is not being applied).(h) Equitable Relief. The Executive acknowledges that the remedy at law for hisbreach of this Section 6 will be inadequate, and that the damages flowing from such breach will notbe readily susceptible to being measured in monetary terms. Accordingly, upon a violation of anypart of this Section 6, the Company shall be entitled to immediate injunctive relief (or otherequitable relief) from any court with proper jurisdiction and may obtain a temporary orderrestraining any further violation. No bond or other security shall be required in obtaining suchequitable relief, and the Executive hereby consents to the issuance of such equitable relief.Nothing in this Section 6(h) shall be deemed to limit the Company’s remedies at law or in equityfor any breach by the Executive of any of the parts of this Section 6 which may be pursued oravailed of by the Company.7. **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. Effectiveas of the Start Date, this Agreement supersedes and replaces in its entirety the 2006 Agreement,except for any obligations of the Executive under the 2006 Agreement applicable to the time periodbefore the Start Date (such as the Executive’s obligation to keep certain informationconfidential).
 
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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 a good faith effort to comply with current guidance under CodeSection 409A. Notwithstanding anything in this Agreement to the contrary, in the event thatamendments to this Agreement are necessary in order to comply with future guidance orinterpretations under Code Section 409A, including amendments necessary to ensure that compensationwill not be subject to Code Section 409A, the Executive agrees that the Company shall be permittedto make such amendments, on a prospective 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 State of New Jersey applicable to agreements made and to be made performed inNew Jersey.(f) Jurisdiction and Venue. The courts of the State of New York located in New YorkCity and the United States District Court for the Southern District of New York shall haveexclusive jurisdiction over the parties with respect to any dispute or controversy between themarising under or in connection with this Agreement and the parties agree that such courts are anappropriate venue.(g) 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.(h) Attorneys’ Fees for Negotiation and Execution of Agreement. Promptly followingthe full execution of this Agreement by both parties to this Agreement and submission by theExecutive of proper documentation as shall be reasonably required by the Company, the Company shallreimburse the Executive for legal fees of up to $2,500 incurred by the Executive in connection with the negotiation and finalization of this Agreement, provided that suchreimbursement will be made no later than March 15 of the year following the year in which thisAgreement is fully executed.
 
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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: /s/ Christian LeBrun   /s/ Marc J. Eisenberg       Name: Christian LeBrun   Marc J. EisenbergTitle: Executive Vice President and General Counsel    
 
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**EXHIBIT A — GENERAL RELEASE**FOR AND IN CONSIDERATION OF the employment agreement to which this General Release isattached, I, **Marc 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 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 Family and Medical Leave Act of 1993, asamended, 29U.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, or (2) from any rights that I may have tobe indemnified by the Company for any acts or omissions by me made in the course of my role as anofficer and employee of the Company. It is understood that nothing in this General Release is tobe construed as an admission on behalf of the Released Parties of any wrongdoing with respect tome, 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.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. However, nothing in this General Release shall preclude or prevent me from filing a claim that challenges the validity of this General Release solelywith respect to my waiver of any Losses arising under the ADEA.
 
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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 (the “Release Effective Date”).**This General Release shall be governed by the laws of the State of New Jersey without givingeffect to its conflict of laws principles.         **Marc Eisenberg** **Date**           STATE OF    )                     :  ss.:  COUNTY OF    )                On the_____ day of                                          in the year200__, before me, the undersigned, personally appearedMARC EISENBERG, personally known to me or proved to meon the basis of satisfactory evidence to be theindividual whose name is subscribed to the withininstrument, and acknowledged to me that he executedthe same in his capacity, and that by his signature onthe instrument he executed such instrument, and thatsuch individual made such appearance before theundersigned.           Notary Public
 
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