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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Orbcomm Inc.

Date:

2006

Size:

Preview shows 10KB of 54KB total

Price:

$43

ID:

#2259883

 

 

► Employment ► Employment Agreements

 

 

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                              EMPLOYMENT AGREEMENT


The parties to this Employment Agreement (the "AGREEMENT") are Emmett Hume
(the "EXECUTIVE"), residing at 48 Hamlet Court, Skillman, New Jersey 08558, and
ORBCOMM Inc. (the "COMPANY"), a company organized under the laws of Delaware,
with principal offices located at 2115 Linwood Avenue, Fort Lee, NJ 07024.

The Company desires to provide for the Executive's employment by the
Company, and the Executive desires to accept such employment under the terms and
conditions contained herein, and the parties hereto have agreed as follows:

1. EMPLOYMENT. The Company shall employ the Executive, and the
Executive shall serve the Company, as Executive Vice President - International,
with duties and responsibilities compatible with that position. The Executive
agrees to devote his full business time, attention, skill, and energy to
fulfilling his duties and responsibilities hereunder; provided that the
Executive may (a) serve on corporate, civic, educational, philanthropic, or
charitable boards or committees, (b) deliver lectures, fulfill speaking
engagements, or teach at educational institutions, and (c) manage personal
investments, so long as such activities do not significantly interfere with the
performance of the Executive's duties and responsibilities hereunder and do not
violate Section 6 below. The Executive's services shall be performed principally
at the Company's Fort Lee, New Jersey office. The Executive understands and
acknowledges that he will be required to travel periodically to the Company's
offices in Dulles, Virginia.

2. TERM OF EMPLOYMENT. The Executive's employment under this
Agreement commenced as of August 2, 2004 (the "START DATE") and shall continue
through August 1, 2007, unless sooner terminated pursuant to the provisions of
Section 4 (the "TERM"). The parties hereto may extend the Term by a written
agreement, signed by both parties, that specifically references this Agreement.
Upon the natural expiration of the Term (or any extended Term), the Executive's
employment will become "at-will" and will be terminable by either party hereto
for any reason not prohibited by law or for no reason, and with or without
notice.

3. COMPENSATION. As full compensation for the services provided
under this Agreement, the Executive shall be entitled to receive the following
compensation during the Term:

(a) Base Salary. The Executive shall be entitled to receive an
annual base salary (the "BASE SALARY") of $220,000. Upon each anniversary of the
Start Date, the Base Salary may be increased by the Company in its sole
discretion. Base Salary payments hereunder shall be made in arrears in
substantially equal installments (not less frequently than monthly) in
accordance with the Company's customary payroll practices for its other
executives, as those practices may exist from time to time.

{PAGE}

(b) Bonus. For each calendar year, the Executive shall also be
eligible to receive a discretionary bonus (the "BONUS") in an amount, if any,
determined by the Company in its sole discretion. In order to receive such a
Bonus, if any, the Executive must be actively employed by the Company on the
date on which such Bonus is scheduled to be paid to the Executive.
Notwithstanding the foregoing, in the event that the Company meets or exceeds
its "100% performance goals" for any given year, as established by the Board
and/or its Compensation Committee for that year, then the Company agrees to make
a recommendation to the Compensation Committee of the Board that the Executive's
bonus for such year be equal to at least 50% of his then-current Base Salary.
The Executive acknowledges that such recommendation is not binding upon the
Board and/or its Compensation Committee and is not a guaranty of a specific
bonus amount for any given year.

(c) Employee Benefits. 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 the Executive's
beneficiary), Company-paid holiday and vacation time (such vacation time to be
not less than 20 business days per calendar year and pro-rated for partial years
of employment), and other Company-paid employee benefits (collectively,
"EMPLOYEE BENEFITS"), on a basis, as to each such benefit, no less favorable
than that generally provided to similarly situated employees of the Company or
any of its subsidiaries. In addition, the Executive shall be entitled to
participate in any qualified or non-qualified profit sharing plan and/or pension
plan generally provided for the executives of the Company or any of its
subsidiaries, on a basis no less favorable than that generally provided to
similarly situated executives of the Company or any of its subsidiaries.
Notwithstanding the foregoing, the Company reserves the right to amend, modify,
or terminate, in its sole discretion and consistent with applicable law, any
Employee Benefit and any Employee Benefit plan, program or arrangement provided
to employees and/or executives in general.

(d) Equity Plan Participation. The Executive shall be entitled to
participate in any equity option plan or restricted equity plan, or other
equity-based compensation plan or arrangement, established by the Company in
which the Company's executives generally are permitted to participate. The terms
and conditions of the Executive's participation in, and/or any award under, any
such plan shall be in accordance with the applicable controlling plan document
and/or award agreement.

Conditioned upon his execution of this Agreement, the Executive was
awarded on December 3, 2004 an option to purchase 125,000 shares of the
Company's Common Stock, par value $0.001 (the "Option"), with an exercise price
equal to $2.84 per share. The Option are subject to the terms and conditions of
the stock option agreement attached hereto as Exhibit A, which stock option
agreement will be executed by the Executive concurrently with this Agreement.

- 2 -
{PAGE}

(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 Agreement, upon his presentation of appropriate vouchers
and/or documentation covering such expenses. Without limiting the generality of
the foregoing, the Company shall reimburse the Executive for all reasonable
transportation, lodging, food, and other expenses incurred by him in connection
with traveling on Company business, including for the Executive's reasonable
travel and lodging expenses related to his periodic travels to the Company's
Virginia offices.

(f) Automobile. The Company shall provide the Executive with an $800
per month automobile allowance. This allowance will be paid on a monthly basis
and is in lieu of any reimbursement to you by the Company for the business use
of your vehicle.

(g) Withholdings. All payments made under this Section 3, or any
other provision of this Agreement, shall be subject to any and all federal,
state, and local taxes and other withholdings to the extent required by
applicable law.

4. TERMINATION OF EMPLOYMENT.

(a) Disability. If the Executive shall be unable to perform his
essential duties under this Agreement on account of a physical or mental
disability, with or without 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 to the Executive,
terminate his employment under this Agreement as of the date of the notice. Any
such termination shall be made only in accordance with applicable law.

(b) Death. The Executive's employment under this Agreement shall
terminate automatically upon his death.

(c) Termination by the Company. The Company shall have the right,
exercisable at any time in its sole discretion, to terminate the employment of
the Executive for any reason whatsoever with or without "cause" (as defined
below); provided that the Company must provide the Executive with at least one
(1) month of advance written notice of its decision to terminate the Executive
without cause. The Company reserves the right to remove any and all duties from
the Executive and exclude him from the Company's premises during the notice
period. The Executive's employment shall not be deemed to have been terminated
with "cause" unless he shall have received written notice from the Company at or
prior to the termination of employment advising him of the specific acts or
omissions alleged to constitute "cause" and, in the case of those acts or
omissions that are reasonably capable of being corrected, those acts or

 

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