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EXHIBIT 10.24
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into as of
the 26th day of January 2000, by and between ORBCOMM GLOBAL, L.P., a Delaware
limited partnership ("Consultant"), with its principal place of business located
at 2455 Horse Pen Road, Herndon, Virginia 20171 and ORBITAL COMMUNICATIONS
CORPORATION, a Delaware corporation ("OCC"), with its principal place of
business located at 21700 Atlantic Boulevard, Dulles, Virginia 20166-6801.
W I T N E S S E T H:
WHEREAS, the Consultant has expertise in particular areas relevant to
OCC's business;
WHEREAS, the Consultant desires to provide advice and other services to
OCC that draw upon such expertise; and
WHEREAS, OCC desires to employ the Consultant to render advice and other
services to OCC that draw upon the Consultant's expertise.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I - SCOPE
Consultant shall furnish to OCC the advice and services described in
Exhibit A hereto, as such Exhibit may be modified from time to time by mutual
agreement of the parties (the "Services"). The Services shall be performed at
such times as are mutually agreeable to the parties. The Services shall be
performed with the authorization of and under the direction of the President of
OCC.
ARTICLE II - TERM
The term of this Agreement shall commence on the date hereof and shall
continue until such time as is mutually agreeable to OCC and Consultant, unless
earlier terminated by one of the parties in accordance with Article IV;
provided, however, that in the event the licenses authorizing OCC to construct,
launch and operate 48 low-Earth orbit satellites and to operate the associated
ground infrastructure and subscriber units in the United States granted to OCC
by the Federal Communications Commission on October 20, 1994, May 17, 1995, June
12, 1995 and March 31, 1998 are transferred by OCC to Consultant, this Agreement
shall automatically terminate on such transfer.
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ARTICLE III - CONSIDERATION
Subject to the terms and conditions of this Agreement, as compensation
for the Services, OCC shall pay the Consultant as follows:
(a) for the period commencing on the date hereof and ending on
December 31, 2000, the sum of $80,000; $40,000 of which shall be payable on June
30, 2000 and $40,000 of which shall be payable on December 31, 2000; and
(b) for the periods following December 31, 2000, such fee as is
mutually agreeable to OCC and Consultant, as determined by negotiation in good
faith by each of OCC and Consultant.
ARTICLE IV - TERMINATION
OCC or the Consultant may, at any time, by giving the other party ten
(10) days' notice in writing, terminate this Agreement. This Agreement may also
be terminated immediately upon any breach of its terms by either party. In the
event of termination, OCC shall be subject to no liability, except to pay
Consultant for the Services performed up to and including the date of
termination in accordance with Article III. The provisions contained in Article
V shall survive termination of this Agreement.
ARTICLE V - GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia, without giving effect to the conflict or
choice of law provisions thereof.
ARTICLE VI - ASSIGNMENT
This Agreement and the rights and obligations of the parties hereunder
may not be assigned by either party without the prior written consent of the
other.
ARTICLE VII - SEVERABILITY
If any provision of this Agreement, or the application thereof, shall,
for any reason and to any extent, be invalid or unenforceable, the remainder of
this Agreement and the application of such provisions to other persons or
circumstances shall not be affected thereby, but rather shall be enforced to the
maximum extent permissible under applicable law.
ARTICLE VIII - NOTICES
All notices and other communications hereunder shall be in writing and
shall be deemed given upon receipt if delivered personally or by facsimile
(answerback received), one business day after being sent by express or overnight
mail, or three business days after being sent by
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registered or certified mail, return receipt required, postage prepaid, to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice, provided that such notice shall be effective
only upon receipt thereof):
(a) If to OCC:
Orbital Communications Corporation
21700 Atlantic Boulevard
Dulles, Virginia 20166-6801
Attention: Vice President and Chief Financial Officer
Facsimile: (703) 406-3502
(b) If to Consultant:
ORBCOMM Global, L.P.
2455 Horse Pen Road
Suite 100
Herndon, Virginia 20171
Attention: Senior Vice President and General Counsel
Facsimile: (703) 406-5933
with a copy to:
Teleglobe Inc.
1000 rue de la Gauchetiere ouest
Montreal, Quebec
Canada H3B 4X5
Attention: Vice President, Chief Legal Officer and Corporate
Secretary
Facsimile: (514) 868-7438
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
ORBITAL COMMUNICATIONS CORPORATION ORBCOMM GLOBAL, L.P.
By: /S/ Jeffrey V. Pirone By: /s/ Scott L. Webster
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Name: Jeffrey V. Pirone Name: Scott L. Webster
Title: Vice President and Title: President and
Chief Financial Officer Chief Executive Officer
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EXHIBIT A
Consulting Services To Be Performed
Subject to OCC's supervision and review, ORBCOMM shall provide to OCC
regulatory, technical, legal and administrative support before the Federal
Communications Commission (the "FCC") and other appropriate regulatory bodies.
Such support to include but not be limited to:
(a) assisting in the prosecution of the modification requests filed
with the FCC in 1999 by OCC, which seek to modify the FCC
licenses to operate a mobile-satellite service system (the
"ORBCOMM system") granted to OCC on October 20, 1994 and
subsequently modified on March 31, 1998;
(b) providing technical support to the FCC in the international
coordination of the ORBCOMM system, as required under the FCC
licenses and modifications;
(c) providing reports and notifications to the FCC as required by
Title 47, Part 25 of the Code of Federal Regulations;
(d) assisting in the prosecution of OCC's petition to the FCC
regarding an FCC decision on the primary coordination status of
the ORBCOMM system with respect to other US mobile-satellite
service systems;
(e) providing technical support to OCC in the coordination of the
ORBCOMM system with other US mobile-satellite service systems;
and
(f) Represent the ORBCOMM system before international regulatory
bodies including the International Telecommunications Union and
the Organization of American States.
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