1
EXHIBIT 10.25
SERVICES AGREEMENT
This Services Agreement is made and entered into as of December 9, 1998
by and between ORBCOMM CANADA INC. ("ORBCOMM Canada"), with offices at 1000, rue
de la Gauchetiere ouest, 25th Floor, Montreal, Quebec, H3B 4X5, and ORBCOMM
GLOBAL, L.P. ("ORBCOMM Global"), with offices at 2455 Horse Pen Road, Herndon,
Virginia 20171.
WHEREAS, ORBCOMM Canada has employed and in the future may employ
individuals that possess certain skills and expertise in business areas relevant
to the operations of ORBCOMM Global; and
WHEREAS, ORBCOMM Global wishes to have full time use of certain
individuals currently employed by ORBCOMM Canada and may in the future wish to
have full time use other individuals employed by ORBCOMM Canada;
NOW THEREFORE, the parties agree as follows:
1. Reimbursement of Compensation Expenses. (a) ORBCOMM Global
wishes to have full time use of the services of the individuals listed on
Exhibit A (a "Designated Individual") at the compensation set forth opposite
each such individual's name, which Exhibit may be amended from time to time by
mutual agreement of the parties.
(b) With respect to any bonus or commission plan
remuneration due any Designated Individual, which plan is generally described on
Exhibit A, ORBCOMM Global shall be responsible for establishing the criteria for
achievement of any bonus or commission and ORBCOMM Global shall notify ORBCOMM
Canada of the amount due (the "Bonus/Commission Amount"), and payment schedule
for the Bonus/Commission Amount, to such Designated Individual. After receipt of
such notice from ORBCOMM Global and payment by ORBCOMM Canada of the applicable
Bonus/Commission Amount, ORBCOMM Global promptly reimburse ORBCOMM Canada such
amount, together with any taxes or other applicable fees paid by ORBCOMM Canada
with respect to the payment of the Bonus/Commission Amount.
(c) ORBCOMM Global shall reimburse ORBCOMM Canada for any
and all business expenses incurred by any Designated Individual and paid by
ORBCOMM Canada, including any expenses associated with the purchase of a lap-top
computer, pager and fax machine, maintenance of a business telephone and fax
telephone line, business-related telephone expenses and any similar business
expenses; provided that ORBCOMM Canada shall provide ORBCOMM Global with a copy
of each Designated Individual's expense reimbursement form for approval prior to
ORBCOMM Canada's approval and reimbursement of such business expenses.
(d) ORBCOMM Global shall reimburse ORBCOMM Canada the actual
cost incurred by ORBCOMM Canada in providing any Designated Individual (i)
health and dental
2
care coverage and life and disability insurance and (ii) Canadian governmental
social security programs (unemployment insurance), applicable
government-required pension plan contributions, workers compensation insurance
and any other government mandated benefits, in each case where applicable based
on a Designated Individual's ORBCOMM Global compensation.
2. Payment Terms. ORBCOMM Canada shall provide to ORBCOMM Global
once a month an invoice setting forth the applicable costs, expenses, fees and
amounts due under Section 1 and incurred by ORBCOMM Canada during the prior
month. ORBCOMM Canada's invoices shall be in U.S. dollars.
3. Notices. (a) All invoices shall be sent to ORBCOMM Global, L.P.,
2455 Horse Pen Road, Herndon, Virginia 20171, Attention: James Swoboda, or to
such other address or individual as ORBCOMM Global shall specify in writing to
ORBCOMM Canada.
(b) Except as otherwise specified herein, all notices and
other communications required to be delivered to any party hereunder shall be in
writing and shall be sent by hand delivery, by overnight courier, by facsimile
transmission (answer back received) or by registered mail, return receipt
requested and postage prepaid, to:
ORBCOMM:
ORBCOMM Global, L.P.
2455 Horse Pen Road, Suite 100
Herndon, Virginia 20171, USA
Telecopy: +1.703.406.3508
Attention: President
ORBCOMM Canada:
ORBCOMM Canada Inc.
1000, rue de la Gauchetiere ouest, 25th Floor
Montreal, Quebec, H3B 4X5
Telecopy: +514.868.8186
Attention: President
or to such other persons or addresses as either party may designate by written
notice to the other. All such notices sent to either ORBCOMM Canada or ORBCOMM
Global shall be effective the earlier of (i) three business days after the date
of mailing by sender, or (ii) the date of actual receipt.
-2-
3
4. Limitation of Liability. While any of the Designated Individual
is performing services for ORBCOMM Global, ORBCOMM Global shall be responsible
for the supervision of the services provided by such Designated Individual.
ORBCOMM Canada shall not assume any responsibility or liability for the quality
or volume of the work performed by any Designated Individual on behalf of
ORBCOMM Global, and ORBCOMM Global waives and releases ORBCOMM Canada from any
and all claims or demands ORBCOMM Global may have that are based on or arise out
of the quality or volume of such services.
5. Entire Agreement. This Service Agreement contains the entire
understanding between ORBCOMM Canada and ORBCOMM Global and supersedes all prior
written and oral understandings relating to the subject hereof. Any modification
or amendment of this Services Agreement must be in writing and signed by both
parties.
6. Governing Law. The construction, interpretation and performance
of this Services Agreement, as well as the legal relations of the parties
arising hereunder, shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to the conflict or choice
of law provisions thereof.
IN WITNESS WHEREOF, the parties have executed this Services Agreement as
of the day and year first above written.
ORBCOMM GLOBAL, L.P.
By: /s/ Robert F. Latham
--------------------------------
Name: Robert F. Latham
Title: President and COO
ORBCOMM CANADA INC.
By: /s/ William J. Meder
--------------------------------
Name: William J. Meder
Title: President
-3-
4
EXHIBIT A
- -------------------------------------------------------------------------------------------------
NAME/TITLE OF INDIVIDUAL BASE COMPENSATION COMMISSION/BONUS PLAN
- -------------------------------------------------------------------------------------------------
Garry E. Bourns U.S.$5,000 per month Eligible to participate in
Account Manager for Western current Controlsat Commission
Calgary (Alberta) Region for Plan with an annual target
ORBCOMM Global, Controlsat income (base plus commission)
Division of U.S.$110,000
- -------------------------------------------------------------------------------------------------
Nicholas Thompson U.S.$5,416.67 per month Eligible to participate in
Project Manager for the Calgary current Controlsat Variable
(Alberta) Region for Compensation Plan. Under
ORBCOMM Global, Controlsat such plan, eligible to receive a
Division bonus of up to 15 percent of
base salary, with the actual
amount based on the
achievement of team goals.
- -------------------------------------------------------------------------------------------------
This Exhibit A may be amended by mutual agreement of the parties as evidenced by
the execution of an amended Exhibit A signed by both parties hereto.
-4-