Globecomm Systems (GCOM) 8-K Departure of Directors or Principal Officers

Exhibit 10.1

AMENDMENT
TO
EMPLOYMENT AGREEMENT

This Amendment (this “Amendment”), dated as of January 21, 2009, amends that certain Employment Agreement (the “Employment Agreement”) made and entered into on the 9^th day of October 2001, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, N.Y. 11788 (the “Company”), and David E. Hershberg (the “Executive”).

WITNESSETH:

WHEREAS, since the Effective Date of the Employment Agreement, the Executive has been employed as an executive by the Company (all capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Employment Agreement); and

WHEREAS, the parties believe that it is desirable to modify the “special bonus” provisions of the Employment Agreement to provide for such bonus to equal 50% of the Executive’s salary for the prior year.

NOW, THEREFORE, the parties hereto hereby agree to amend the Employment Agreement as follows:

1.	Termination and Severance.
	The third sentence of Section 10(g) of the Employment Agreement is hereby deleted and replaced in full with the following:
	“If the Executive does not provide the Company notice of resignation or non-renewal at any time during the year following a Change in Control and remains employed by the Company through the first anniversary of the Change in Control, as defined below, the Executive shall be paid a one-time bonus payment of 50% of his Salary during the immediately preceding calendar year (the ‘Special Bonus’).”
2.	Miscellaneous. Section 13(g) of the Employment Agreement is hereby amended to provide that copies of any notices, requests, demands and other communications addressed to the Company shall be provided to:

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Attn: Richard H. Gilden, Esq.

3. Effect of this Amendment. As amended hereby, the Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first set forth above.

EXECUTIVE
/s/ David E. Hershberg
David E. Hershberg
GLOBECOMM SYSTEMS INC.
By:	/s/ Andrew C. Melfi
	Title: Chief Financial Officer

-2-