SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Globecomm Systems Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction
applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

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GLOBECOMM SYSTEMS INC.

45 OSER AVENUE
HAUPPAUGE, NEW YORK 11788

---------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 18, 2003

---------------------

The Annual Meeting of Stockholders of Globecomm Systems Inc. (the
"Company") will be held at the principal executive offices of the Company, 45
Oser Avenue, Hauppauge, New York 11788 on November 18, 2003, at 10:00 a.m.
(eastern standard time) (the "Annual Meeting") for the following purposes:

(1) To elect eight directors to serve until the next annual meeting or
until their respective successors shall have been elected and
qualified;

(2) To ratify the appointment of Ernst & Young LLP, as independent
auditors of the Company for the fiscal year ending June 30, 2004; and

(3) To transact such other business as may properly come before the Annual
Meeting.

Only stockholders of record at the close of business on October 6, 2003
will be entitled to notice of, and to vote at, the Annual Meeting. A list of
stockholders eligible to vote at the Annual Meeting will be available for
inspection at the Annual Meeting and for a period of ten days prior to the
Annual Meeting during regular business hours at the principal executive offices
of the Company at the address above.

Whether or not you expect to attend the Annual Meeting, your proxy vote is
important to the Company. To assure your representation at the meeting, please
sign and date the enclosed proxy card and return it promptly in the enclosed
envelope, which requires no additional postage if mailed in the United States
or Canada, or vote by telephone or over the Internet as described on the
enclosed proxy card.

By Order of the Board of Directors
/s/ Paul J. Johnson
Paul J. Johnson
Secretary

October 14, 2003

IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD
BE COMPLETED AND RETURNED PROMPTLY

GLOBECOMM SYSTEMS INC.

PROXY STATEMENT

OCTOBER 14, 2003

This Proxy Statement is furnished to stockholders of record of Globecomm
Systems Inc. (the "Company") as of October 6, 2003 in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board of
Directors" or "Board") for use at the Annual Meeting of Stockholders to be held
at the principal executive offices of the Company at 45 Oser Avenue, Hauppauge,
New York 11788 on November 18, 2003, at 10:00 a.m. (eastern standard time) (the
"Annual Meeting").

Shares cannot be voted at the Annual Meeting unless the owner is present in
person or by proxy. All properly executed and unrevoked proxies in the
accompanying form that are received in time for the Annual Meeting will be voted
at the meeting or any adjournment thereof in accordance with instructions
thereon, or if no instructions are given, will be voted (i) "FOR" the election
of the named nominees and (ii) "FOR" the ratification of Ernst & Young LLP, as
independent auditors of the Company for the fiscal year ending June 30, 2004,
and will be voted in accordance with the best judgment of the persons appointed
as proxies with respect to other matters which properly come before the Annual
Meeting. Any person giving a proxy may revoke it by written notice to the
Company at any time prior to exercise of the proxy. In addition, although mere
attendance at the Annual Meeting will not revoke the proxy, a stockholder who
attends the Annual Meeting may withdraw his or her proxy by voting in person.
The holders of the stock issued and outstanding and entitled to vote, present in
person or by proxy, will be counted for purposes of determining whether a quorum
is present at the Annual Meeting. Abstentions and broker non-votes will be
counted for purposes of determining the presence or absence of a quorum for the
transaction of business at the Annual Meeting. Abstentions will be counted in
tabulations of the votes cast on each of the proposals presented at the Annual
Meeting, whereas broker non-votes will not be counted for purposes of
determining whether a proposal has been approved.

The Annual Report of the Company (which does not form a part of the proxy
solicitation material), with the financial statements of the Company for the
fiscal year ended June 30, 2003, is being distributed concurrently herewith to
stockholders.

The mailing address of the principal executive offices of the Company is 45
Oser Avenue, Hauppauge, New York 11788. This Proxy Statement and the
accompanying form of proxy are being mailed to the stockholders of the Company
on or about October 14, 2003.

VOTING SECURITIES

The Company has only one class of voting securities outstanding, its Common
Stock. At the Annual Meeting, each stockholder of record at the close of
business on October 6, 2003 will be entitled to one vote for each share of
Common Stock owned on that date as to each matter presented at the Annual
Meeting. On October 6, 2003, 12,576,263 shares of Common Stock were outstanding.
A list of stockholders eligible to vote at the Annual Meeting will be available
for inspection at the Annual Meeting and for a period of ten days prior to the
Annual Meeting during regular business hours at the principal executive offices
of the Company at the address specified above.

PROPOSAL 1
ELECTION OF DIRECTORS

Unless otherwise directed, the persons appointed in the accompanying form
of proxy intend to vote at the Annual Meeting for the election of the eight
nominees named below as directors of the Company to serve until the next annual
meeting of stockholders or until their successors have been elected and
qualified. If any nominee is unable to be a candidate when the election takes
place, the shares represented by valid proxies will be voted in favor of the
remaining nominees. The Board of Directors currently has eight members, all of
whom, except Daniel S. Van Riper, are nominees for re-election. The Board of
Directors will remain at eight members, with Mr. Harry L. Hutcherson, Jr. as
nominee for the position to be vacated by Mr. Van Riper. The Board of Directors
does not currently anticipate that any nominee will be unable to serve as a
director.

STOCKHOLDER APPROVAL

The affirmative vote of a plurality of the shares of the Company's
outstanding Common Stock voted by stockholders present in person or represented
by proxy at the Annual Meeting and entitled to vote on the election of
directors is required to elect the directors.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THESE
NOMINEES.

INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS

The following information with respect to the principal occupation or
employment, other affiliations and business experience of each of the eight
nominees has been furnished to the Company by such nominee. Except as indicated,
each of the nominees has had the same principal occupation for the last five
years.

Richard E. Caruso, 57, has been a director of the Company since February
2000. Since January 2001, Mr. Caruso has been Senior Partner at TechLeaders
Consulting, LLC, an information technology staffing and consulting company. From
1999 to 2001, Mr. Caruso served as President of Hosting Solutions and Storage
Networking at Nortel Networks Corporation, a global supplier of networking
solutions and services that support the Internet. From 1994 to 1999, Mr. Caruso
served as Vice President and General Manager of solutions for IBM Global Telecom
and Media Industries. From 1983 to 1994, Mr. Caruso held various positions with
Bellcore, including Corporate Vice President of industry markets. Mr. Caruso
holds a B.S. in Engineering from Rutgers University and an M.S. in Engineering
from the New Jersey Institute of Technology.

David E. Hershberg, 66, founded the Company in 1994 and has served as Chief
Executive Officer and Chairman of the Board of Directors since its inception,
and is Chairman of the Board of Directors of NetSat Express, Inc., or NetSat.
From 1976 to 1994, Mr. Hershberg was the President of Satellite Transmission
Systems, Inc., or STS, a provider of satellite ground segment systems and
networks, which he founded and which became a subsidiary of California
Microwave, Inc., or CMI, and is currently a subsidiary of L3 Communications
Corporation. From 1990 to 1994, Mr. Hershberg also served as Group President of
the Satellite Communications Group of CMI, where he also had responsibility for
EFData, Inc., a manufacturer of satellite communications modems and for Viasat
Technology Corp., a manufacturer of communications systems which specialized in
portable and mobile satellite communications equipment. Mr. Hershberg is a
director of Primus Telecommunications Group, Inc., a telecommunications company
providing long distance services. Mr. Hershberg holds a B.S.E.E. from Rensselaer
Polytechnic Institute, an M.S.E.E. from Columbia University and an M.S. in
Management Science from Stevens Institute of Technology.

Harry L. Hutcherson, Jr., 61, is a new nominee for election to the Board.
Mr. Hutcherson, since 1992, has been affiliated with Peterson Consulting, a unit
of Navigant Consulting, Inc., as an independent contract consultant providing
financial and business analysis on various large litigation support projects.
From 1977 through 1992, Mr. Hutcherson was an audit partner of Arthur Andersen
LLP. Mr. Hutcherson is a Certified Public Accountant and a member of the
American Institute of Certified Public Accountants, the Greater Washington
Society of Certified Public Accountants and the Virginia State Society of
Certified Public Accountants. Mr. Hutcherson holds a B.S. in Accounting from the
University of Richmond.

Brian T. Maloney, 49, has been a director of the Company since April 2002.
Since March 2002, Mr. Maloney has served as Chief Operating Officer for Perot
Systems Corporation. From June 1978 to February 2002, Mr. Maloney held various
positions with AT&T, most recently as Senior Vice President of AT&T, and
President and CEO of AT&T Solutions. Mr. Maloney received a B.S. in English from
Hunter College and an M.A. in English from Columbia University.

Kenneth A. Miller, 58, has served as President and a director since joining
the Company in October 1994, and is Chief Executive Officer, President and a
director of NetSat. From 1978 to 1994, he held various positions with STS, and
succeeded Mr. Hershberg as President of STS in 1994. Prior to his employment at
STS, Mr. Miller was Manager of Satellite Systems at Comtech Telecommunications
Corp., and a Satellite Communications Staff Officer with the United States Army.
Mr. Miller holds a B.S.E.E. from the University of Michigan and an M.B.A. from
Hofstra University.

A. Robert Towbin, 68, has been a director of the Company since November
1997. Mr. Towbin has been the Managing Director of Stephens Inc. and Managing
Executive of its subsidiary, Stephens Financial Group, since December 2001. From
January 2000 to November 2001, he was Co-Chairman of C.E. Unterberg, Towbin and
from September 1995 to December 1999 was Senior Managing Director of C.E.
Unterberg, Towbin. From January 1994 to August 1995, Mr. Towbin was President
and Chief Executive Officer of the Russian-American Enterprise Fund, a U.S.
government-owned investment fund, and later, Vice Chairman of its successor
fund, the U.S. Russia Investment Fund. He was a Managing Director of Lehman
Brothers and co-head of high technology investment banking from January 1987
until January 1994. Prior to joining Lehman Brothers, Mr. Towbin was Vice
Chairman and a Director of L.F. Rothschild, Unterberg, Towbin Holdings Inc. and
its predecessor companies from 1959 to 1987. He serves on the Boards of the
following public companies: Gerber Scientific, Inc., Globalstar
Telecommunications Ltd. and K&F Industries Inc. Mr. Towbin holds a B.A. from
Dartmouth College.

C. J. Waylan, 62, has been a director of the Company since January 1997.
Dr. Waylan acts as an advisor to telecommunication and satellite companies.
Since 1997 he has been President and Chief Executive Officer of CCI
International, NV, a start-up mobile satellite communications company. From 1996
to 1997, he served as Executive Vice President of NextWave Telecom, Inc., a
start-up provider of wireless communications. Prior to retiring in 1996,
Dr. Waylan was an executive with GTE Corporation, where he served as Executive
Vice President for GTE Mobilnet and President of GTE Spacenet Corporation. He is
also a director of Radyne ComStream, Inc. and fSONA Communications, Inc.
Dr. Waylan holds a B. S. from the University of Kansas and an M.S.E.E. and a
Ph. D. from the Naval Postgraduate School.

Stephen C. Yablonski, 56, has served as Vice President and a director since
joining the Company in June 1995. In January 2003, he was promoted to the
position of Senior Vice President Sales, Marketing & Product Development. From
November 1999 to December 2002 he held the position of General Manager. From
1988 to 1995, he was employed by STS, most recently as Vice President of the
Commercial Systems and Networks Division. Prior to his employment at STS, he was
Vice President of Engineering

at Argo Communications, a telecommunications services provider. Mr. Yablonski
holds a B.S.E.E. from Brown University and an M.S.E.E. from the University of
Pennsylvania.

COMMITTEES OF THE BOARD

The Audit Committee of the Board of Directors currently consists of Mr.
Caruso, Mr. Maloney, Mr. Van Riper (Chairperson) and Dr. Waylan, and reviews,
acts on and reports to the Board of Directors with respect to various auditing
and accounting matters, including the selection of the Company's auditors, the
scope of the annual audits, fees to be paid to the auditors, the performance of
the Company's independent auditors and the accounting practices of the Company.
If Mr. Hutcherson is elected to the Board of Directors at the Annual Meeting,
Mr. Hutcherson will replace Mr. Van Riper as chairperson of the Audit Committee.
The Board of Directors has determined that Mr. Hutcherson is qualified as an
"audit committee financial expert" as defined in Item 401(h) of Regulation S-K.
Mr. Hutcherson and each of the other members of the Audit Committee is an
"independent director" as defined in Rule 4200(a)(15) of the Marketplace Rules
of the National Association of Securities Dealers, Inc. The Company's Board of
Directors adopted a written charter for the Audit Committee on May 25, 2000,
which subsequently was amended on August 28, 2003, a copy of which is attached
hereto as Appendix A.

The Compensation Committee of the Board of Directors consists of Mr. Caruso
(Chairperson), Mr. Maloney and Dr. Waylan, and determines the salaries and
incentive compensation of the officers of the Company and provides
recommendations for the salaries and incentive compensation of the other
employees and the consultants of the Company. The Compensation Committee also
administers various incentive compensation, stock and benefit plans, including
awards to directors.

The Nominating Committee of the Board of Directors consists of Mr. Caruso,
Mr. Maloney (Chairperson), Mr. Towbin and Dr. Waylan, and reviews potential
candidates for service on the Board of Directors, recommends compensation
packages for service on the Board, recommends Board size and composition and
reports back to the entire Board of Directors. The Nominating Committee
considers nominees proposed by stockholders. To recommend a prospective nominee
for the Nominating Committee's consideration, stockholders should submit the
candidate's name and qualifications to the Company's Secretary in writing to the
following address: Globecomm Systems Inc., Attn: Secretary, 45 Oser Avenue,
Hauppauge, New York 11788.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee consists of Mr. Caruso (Chairperson),
Mr. Maloney and Dr. Waylan. None of these individuals has ever been an officer
or employee of the Company.

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

During fiscal 2003, the Board of Directors held four regular meetings and
four telephonic meetings. There were five meetings of the Audit Committee and
one meeting of the Compensation Committee of the Board of Directors during
fiscal 2003. The Nominating Committee did not hold any meetings during fiscal
2003; however, the nominating committee subsequently held a meeting to discuss
the nomination of Mr. Hutcherson for a position on the Board. All directors
attended 75% or more of the (i) meetings of the Board of Directors and (ii)
meetings of the Committees of the Board on which they served.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the requirements of Section 16 of the Securities Exchange Act of
1934, as amended, the Company's directors, executive officers, and any persons
holding more than ten percent of the Company's

Common Stock are required to report their ownership of the Company's Common
Stock and any changes in that ownership to the Securities and Exchange
Commission, or Commission, and the Nasdaq National Market Surveillance
Department. Specific due dates for these reports have been established and the
Company is required to report in this Proxy Statement any failure to file by
these dates during the fiscal year ended June 30, 2003. The Company believes
that during the fiscal year ended June 30, 2003, all filing requirements under
Section 16(a) applicable to its officers, directors and greater than ten
percent beneficial owners were complied with on a timely basis.

COMPENSATION OF DIRECTORS

Mr. Caruso, Mr. Maloney and Dr. Waylan each receive an annual fee of
$12,000, plus $1,000 per Board meeting attended, as well as $1,200 annually per
committee. Mr. Van Riper received an annual fee of $12,000, plus $1,000 per
Board meeting attended, as well as $6,200 annually for service as Chairperson of
the Audit Committee. In addition, Mr. Caruso, Mr. Maloney and Dr. Waylan each
received a fee of $15,000 for serving as members of a special committee during
the fiscal year ended June 30, 2003. Other directors do not receive any cash
compensation for their service as members of the Board of Directors, although
they are reimbursed for certain expenses incurred in connection with attendance
at Board meetings.

Stock Option Grant. Under the Automatic Option Grant component of the
Company's 1997 Stock Incentive Plan, or the 1997 Plan, each individual who
becomes a non-employee Board member on or after August 7, 1997 will receive an
option grant for 15,000 shares of Common Stock on the date such individual joins
the Board; provided such individual has not been in the prior employ of the
Company and provided he is not serving as a member of the Board pursuant to
contractual rights granted to certain groups of stockholders in connection with
their purchase of stock in the Company. Under the Discretionary Option Grant
component of the 1997 Plan, non-employee Board members can be granted options to
purchase shares of Common Stock at the discretion of the Plan Administrator,
which is currently the Compensation Committee.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE OFFICERS

The executive officers of the Company as of October 10, 2003 were the
following:

NAME AGE POSITION
- ------------------------------- ----- ---------------------------------------------------------------

David E. Hershberg ............ 66 Chief Executive Officer and Chairman of the Board of Directors
of the Company, and Chairman of the Board of Directors of
NetSat
Kenneth A. Miller ............. 58 President and Director of the Company and Chief Executive
Officer, President and Director of NetSat
Stephen C. Yablonski .......... 56 Senior Vice President Sales, Marketing and Product Development
and Director
Paul J. Johnson ............... 48 Vice President Contracts and Corporate Secretary
Andrew C. Melfi ............... 50 Vice President, Chief Financial Officer and Treasurer
Paul Eterno ................... 48 Vice President Human Resources

INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS OR ARE NOT
NOMINEES FOR ELECTION AS DIRECTORS

Paul J. Johnson, 48, has served as Vice President of Contracts since
joining the Company in October 1996. From 1991 to 1996, he was Director of
Contracts for STS. Mr. Johnson holds a B.B.A. from St. Bonaventure University.

Andrew C. Melfi, 50, has served as Vice President and Treasurer since
September 1997 and as Chief Financial Officer since joining the Company in
January 1996. From 1982 to 1995, he was the Controller of STS. Mr. Melfi holds
an M.B.A. and a B.B.A. in Accounting from Dowling College.

Paul Eterno, 48, has served as Vice President of Human Resources of the
Company since November 1999 and he served as Senior Director of Human Resources
from January 1998 to November 1999. From October 1997 to January 1998, Mr.
Eterno served as a consultant to the Company. From July 1995 to October 1997, he
served as Senior Vice President of Human Resources for US Computer Group, a
turnkey provider of computer service maintenance and products. Prior to that, he
served most recently as Senior Director of Human Resources at STS, where he was
employed from April 1983 through June 1995. Mr. Eterno holds a B.S. in
Management from the New York Institute of Technology and an M.B.A. in Executive
Management from St. John's University.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation paid
by the Company for services rendered during the fiscal years ended June 30,
2003, 2002 and 2001 to: (i) the Company's Chief Executive Officer and (ii) the
five other most highly paid executive officers of the Company, each of whose
compensation during fiscal 2003 was at least $100,000 (together with the Chief
Executive Officer, the "Named Executive Officers"). None of the Named Executive
Officers who were named in the Company's Proxy Statement for the fiscal year
ended June 30, 2003 were dismissed, however, the Company entered into a
separation agreement with Mr. Patrick Flemming in January 2003.

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------- -------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION OPTIONS COMPENSATION(2)
- ---------------------------------------------- ------ ---------------- ---------- ----------------- ------------- ----------------

David E. Hershberg,
Chairman and Chief Executive Officer ......... 2003 $ 308,462 $60,000 -- 40,000 $16,000
2002 300,000 -- -- 30,000 4,700
2001 272,827 -- -- 72,766 6,800
Kenneth A. Miller,
President .................................... 2003 230,193 50,000 -- 30,000 15,060
2002 216,400 -- -- 40,000 2,252
2001 211,208 -- -- 29,468 7,220
Stephen C. Yablonski,
Senior Vice President Sales, Marketing
and Product Development ...................... 2003 175,000 40,000 -- 20,000 3,400
2002 164,000 -- -- 32,000 6,775
2001 160,539 -- -- 10,000 6,624
Paul J. Johnson,
Vice President Contracts and Corporate
Secretary .................................... 2003 129,481 70,000 -- 15,000 2,765
2002 124,700 -- -- 32,000 2,559
2001 119,854 -- -- 25,000 4,984
Andrew C. Melfi,
Vice President, Chief Financial Officer
and Treasurer ................................ 2003 155,962 20,000 -- 20,000 7,250
2002 142,000 -- -- 42,000 5,867
2001 137,846 -- -- 47,128 5,706
Patrick Flemming,
Corporate Vice President Sales and
Marketing .................................... 2003 137,500(3) -- $250,000(3) -- --
2002 174,520 -- -- 75,000 --

- ----------

(1) Other compensation in the form of perquisites and other personal benefits
has been omitted (except in the case of Mr. Flemming) as the aggregate
amount of such perquisites and other personal benefits constituted the
lesser of $50,000 or 10% of the total annual salary and bonus of the Named
Executive Officer for such year.

(2) Includes annual Company contributions to the Company 401(k) plan.

(3) In January 2003, the Company entered into a separation agreement and
general release whereby the employment relationship was terminated. In
accordance with the terms of this agreement, the Company agreed to pay
severance of $450,000, consisting of a lump sum payment of $250,000 and an
additional $200,000 in total to be paid monthly over thirty-six months
beginning in July 2003, based on certain conditions defined in the
agreement.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding option grants made
pursuant to the 1997 Plan during fiscal 2003 to each of the Named Executive
Officers. The Company has never granted any stock appreciation rights.

POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
NUMBER OF APPRECIATION FOR
SECURITIES PERCENTAGE OF OPTION TERM (4)
UNDERLYING OPTIONS TOTAL OPTIONS EXERCISE EXPIRATION ----------------------
NAME GRANTED (1) GRANTED (2) PRICE (3) DATE 5% 10%
- -------------------------- -------------------- --------------- ----------- ----------- ---------- -----------

David E. Hershberg ....... 40,000 8.91% $ 3.6900 01/30/13 $92,825 $235,236
Kenneth A. Miller ........ 30,000 6.68 3.6900 01/30/13 69,619 176,427
Stephen C. Yablonski ..... 20,000 4.46 3.6900 01/30/13 46,412 117,618
Paul J. Johnson .......... 15,000 3.34 3.6900 01/30/13 34,809 88,214
Andrew C. Melfi .......... 20,000 4.46 3.6900 01/30/13 46,412 117,618
Patrick Flemming (5) ..... -- -- -- -- -- --

- ----------

(1) Each option grant becomes exercisable in four equal annual installments
commencing one year after the date of the option grant.

(2) Based on an aggregate of 448,800 options granted to employees in fiscal
2003, including options granted to the Named Executive Officers.

(3) The exercise price may be paid in one or more of the following forms: (i)
cash or check made payable to the Company, (ii) shares of Common Stock held
for the requisite period necessary to avoid a charge to the Company's
earnings for financial reporting purposes and valued at fair market value
on the date of exercise or (iii) through a special sale and remittance
procedure through a broker.

(4) Amounts represent hypothetical gains that could be achieved for the
respective options at the end of the ten-year option term. The assumed 5%
and 10% rates of stock appreciation are mandated by rules of the Securities
and Exchange Commission and do not represent the Company's estimate of the
future market price of the Common Stock.

(5) Employment terminated in January 2003 pursuant to a separation agreement.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table sets forth, for each of the Named Executive Officers,
certain information concerning option exercises and the value of unexercised
options at the end of fiscal 2003.

NUMBER OF UNEXERCISED NET VALUES OF UNEXERCISED
SHARES SHARES UNDERLYING OPTIONS IN-THE-MONEY OPTIONS (1)
ACQUIRED ON VALUE ------------------------------- ------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ ------------- --------- ------------- --------------- ------------- --------------

David E. Hershberg ........... -- -- 50,266 92,500 -- --
Kenneth A. Miller ............ -- -- 134,593 74,875 -- --
Stephen C. Yablonski ......... -- -- 140,140 52,625 -- --
Paul J. Johnson .............. -- -- 61,500 54,625 -- --
Andrew C. Melfi .............. -- -- 99,228 77,000 -- --
Patrick Flemming (2) ......... -- -- -- -- -- --

- ----------

(1) Value is defined as the fair market price of the Company's Common Stock at
June 30, 2003 less the exercise price. On June 30, 2003, the closing
selling price of a share of the Company's Common Stock was $3.25.

(2) Employment terminated in January 2003 pursuant to a separation agreement.

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS

In October 2001, the Company entered into employment agreements (the
"Executive Agreements") with each of Messrs. Hershberg, Miller, Yablonski,
Johnson and Melfi (each, an "Executive"). The Executive Agreements continue from
year to year, unless terminated earlier by either party by written notice of
termination given to the other party. Each Executive Agreement entitles the
Executive to all employee benefits generally made available to executive
officers.

Under the Executive Agreements between the Company and each of Messrs.
Hershberg, Miller, Yablonski, Johnson and Melfi the Company is currently
required to compensate Messrs. Hershberg, Miller, Yablonski, Johnson and Melfi,
as annual base salary, $320,000, $249,000, $190,000, $136,000 and $175,000,
respectively (which amounts are reviewed annually by the Board of Directors and
subject to increase at the Board's discretion). Such Executives may also receive
discretionary bonuses. Messrs. Hershberg, Miller, Yablonski, Johnson and Melfi
are required to devote their full-time efforts to the Company as Chairman of the
Board and Chief Executive Officer, President, Senior Vice President Sales,
Marketing and Product Development, Vice President of Contracts and Vice
President and Chief Financial Officer, respectively. If the Company terminates
any of the Executive Agreements, other than for disability or cause, or if any
Executive terminates his employment with the Company for Good Reason (as defined
in each Executive Agreement), the Company will have the following obligations:
(i) the Company shall continue to pay the Executive his then applicable annual
base salary for a two-year period commencing upon the effective date of the
termination (the "Severance Period"); provided, however, that the Severance
Period for Messrs. Hershberg and Miller shall be a three-year period commencing
on the effective date of the termination; (ii) the Company shall pay for
continued health benefits during the Severance Period; and (iii) the Company
shall pay the cash value of certain other benefits during the Severance Period.

If the Executive does not provide the Company notice of resignation and
remains employed by the Company through the one-year anniversary of a Change in
Control, as defined in the 1997 Plan, the

Executive shall be paid a one-time bonus payment equal to 300%, in the cases of
Messrs. Hershberg and Miller, and 200%, in the cases of Messrs. Yablonski,
Johnson and Melfi, of his then applicable annual base salary (the "Retention
Bonus"); provided that the Executive must execute and deliver to the Company a
general release as a condition of receiving the Retention Bonus. If an Executive
gives notice of his resignation for Good Reason within one year after a Change
in Control, and the Company requests that the Executive continue his employment
until a date no later than the first anniversary of the Change in Control, then
the Executive shall receive the severance payments and benefits described above
only if he continues his employment until that date.

In January 2003, the Company entered into a separation agreement and
general release whereby the employment relationship with Mr. Flemming was
terminated. In accordance with the terms of this agreement, the Company agreed
to pay Mr. Flemming severance of $450,000, consisting of a lump sum payment of
$250,000 and an additional $200,000 in total to be paid monthly over thirty-six
months beginning in July 2003, based on certain conditions defined in the
agreement.

The 1997 Plan provides for the accelerated vesting of the shares of Common
Stock subject to outstanding options held by any executive officer or the shares
of Common Stock subject to direct issuances held by any such individual, in
connection with certain changes in control of the Company or the subsequent
termination of the executive officer's employment following the change in
control.

COMPENSATION COMMITTEE REPORT

The information contained in this report shall not be deemed to be
"soliciting material" or "filed" or incorporated by reference in future filings
with the Securities and Exchange Commission, or subject to the liabilities of
Section 18 of the Securities and Exchange Act of 1934, as amended, except to the
extent that the Company specifically incorporates it by reference into a
document filed under the Securities Act of 1933, as amended, or Securities
Exchange Act of 1934, as amended.

The Compensation Committee of the Board of Directors is responsible for
establishing the base salary and incentive cash bonus programs for the Company's
executive officers and administering certain other compensation programs for
such individuals, subject in each instance to review by the full Board of
Directors. The Compensation Committee also is responsible for the administration
of the 1997 Plan under which grants may be made to executive officers and
directors. The Board of Directors has reviewed the report of the Compensation
Committee, and is in accord with, the compensation paid to executive officers in
fiscal 2003.

GENERAL COMPENSATION POLICY. The fundamental policy of the Compensation
Committee is to provide the Company's executive officers with competitive
compensation opportunities based upon their contribution to the development and
financial success of the Company and their personal performance. It is the
Compensation Committee's objective to have a portion of each executive officer's
compensation contingent upon the Company's performance as well as upon his own
level of performance. Accordingly, the compensation package for each executive
officer is comprised of two elements: (i) base salary and bonus which reflects
individual performance and is designed primarily to be competitive with salary
levels in the industry and (ii) long-term stock-based incentive awards which
strengthen the mutuality of interests between the executive officers and the
Company's stockholders.

FACTORS. The principal factors that the Compensation Committee considered
in ratifying the components of each executive officer's compensation package for
fiscal 2003 are summarized below. The Compensation Committee may, however, in
its discretion apply entirely different factors in setting executive
compensation for future years.

o BASE SALARY. The base salary for each executive officer is determined
on the basis of the following factors: experience; personal
performance; the salary levels in effect for comparable positions
within and outside the industry; and internal base salary
comparability considerations. The weight given to each of these
factors differs from individual to individual, as the Compensation
Committee deems appropriate.

o BONUS. The Committee may authorize cash bonuses if such bonuses are
deemed to be in the best interest of the Company. In fiscal 2003, the
Committee evaluated the performance of the Company's officers and
approved bonuses based on progress made in fiscal 2002 and 2003 in
restructuring and downsizing the Company to position it for future
financial performance improvement as well as to reward individual
accomplishments. The circumstances for such awards may vary but may
include bonus payments pursuant to the terms of negotiated employment
arrangements.

o LONG-TERM INCENTIVE COMPENSATION. Long-term incentives are provided
through stock option grants. The grants are designed to align the
interests of each executive officer with those of the stockholders and
provide each individual with a significant incentive to manage the
Company from the perspective of an owner with an equity stake in the
Company. Each grant allows the

individual to acquire shares of the Company's Common Stock at a fixed
price per share over a specified period of time (up to 10 years). Each
option generally becomes exercisable in installments over a four-year
period, contingent upon the executive officer's continued employment
with the Company. Accordingly, the option will provide a return to the
executive officer only if the executive officer remains employed by
the Company during the vesting period, and then only if the market
price of the underlying shares appreciates over the option term.

The number of shares subject to each option grant is set at a level
intended to create a meaningful opportunity for stock ownership based on the
officer's current position with the Company, the base salary associated with
that position, the size of comparable awards made to individuals in similar
positions within the industry, the individual's potential for increased
responsibility and promotion over the option term and the individual's
performance in recent periods. The Compensation Committee also considers the
number of unvested options held by the executive officer in order to maintain an
appropriate level of equity incentive for that individual. However, the
Compensation Committee does not adhere to any specific guidelines as to the
relative option holdings of the Company's executive officers. There were 140,000
stock options granted to executive officers in fiscal 2003.

CEO COMPENSATION. In setting the compensation payable to the Company's
Chief Executive Officer, the Compensation Committee seeks to achieve two
objectives: (i) establish a level of base salary competitive with that paid by
companies within the industry which are of comparable size to the Company and by
companies outside of the industry with which the Company competes for executive
talent, and (ii) make a significant percentage of the total compensation package
contingent upon the Company's performance and stock price appreciation, pursuant
to the terms of Mr. Hershberg's employment agreement. In fiscal 2003, as part of
his compensation, Mr. Hershberg received a $60,000 bonus and a 40,000 share
option grant as a long-term stock-based incentive award.

The base salary established for Mr. Hershberg on the basis of the foregoing
criteria was intended to provide a level of stability and certainty each year.
Accordingly, this element of compensation was not affected to any significant
degree by Company performance factors.

DIRECTOR OPTION GRANT POLICY. As Plan Administrator of the 1997 Plan, the
Compensation Committee may, in its discretion, grant options from time to time
to non-employee members of the Board under the Discretionary Option Grant
component of the 1997 Plan. The basis for such grants is the Compensation
Committee's assessment of each Board member's specific contributions to the
Company during the course of the year. The circumstances and amounts of such
grants may vary based on the Compensation Committee's assessment.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of the
Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to
publicly held companies for compensation exceeding $1.0 million paid to certain
of the corporation's executive officers. The limitation applies only to
compensation, which is not considered to be performance-based. The
non-performance based compensation paid to the Company's executive officers for
the 2003 fiscal year did not exceed the $1.0 million limit per officer, nor is
it expected that the non-performance based compensation to be paid to the
Company's executive officers for fiscal 2004 will exceed that limit. The 1997
Plan is structured so that any compensation deemed paid to an executive officer
in connection with the exercise of option grants made under that plan with an
exercise price equal to the fair market value of the option shares on the grant
date will qualify as performance-based compensation which will not be subject to
the $1.0 million limitation. Because it is very unlikely that the cash
compensation payable to any of the Company's executive officers

in the foreseeable future will approach the $1.0 million limit, the Compensation
Committee has decided at this time not to take any other action to limit or
restructure the elements of cash compensation payable to the Company's executive
officers. The Compensation Committee will reconsider this decision should the
individual compensation of any executive officer ever approach the $1.0 million
level.

THE COMPENSATION COMMITTEE

RICHARD E. CARUSO (CHAIRPERSON)
BRIAN T. MALONEY
C. J. WAYLAN

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended June 30, 2003,
included in the Company's Annual Report on Form 10-K for that year.

The Audit Committee has reviewed and discussed the audited financial
statements of the Company for the fiscal year ended June 30, 2003 with the
Company's management. The Audit Committee has discussed with Ernst & Young LLP,
the Company's independent auditors, matters required to be discussed by
Statement on Auditing Standards No. 61 ("Communication with Audit Committees"),
as amended, which includes, among other things, matters related to the conduct
of the audit of the Company's financial statements.

The Audit Committee has received the written disclosures and the letter
from Ernst & Young LLP required by Independence Standards Board Standard No. 1,
"Independence Discussion with Audit Committees", as amended, and the Audit
Committee has discussed with Ernst & Young LLP its independence from the
Company.

Based on the Audit Committee's review and discussions noted above, the
Audit Committee recommended to the Board of Directors that the Company's audited
financial statements be included in the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 2003 for filing with the Securities and Exchange
Commission.

THE AUDIT COMMITTEE

DANIEL S. VAN RIPER (CHAIRPERSON)
RICHARD E. CARUSO
BRIAN T. MALONEY
C. J. WAYLAN

PERFORMANCE GRAPH

Set forth below is a graph comparing the cumulative total stockholder
return, assuming dividend reinvestment of $100 invested in the Company's Common
Stock on June 30, 1998 through June 30, 2003 with the cumulative total return,
assuming dividend reinvestment of $100 invested in the Nasdaq Stock Market
(U.S.) Index and a Self-Constructed Peer Group Index. The Peer Group consists
of the following companies: Comtech Telecommunications Corp., EMS Technologies,
Inc., Radyne ComStream, Inc. and ViaSat, Inc.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG GLOBECOMM SYSTEMS INC.
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND A PEER GROUP

[GRAPHIC OMITTED]

GLOBECOMM SYSTEMS INC

Cumulative Total Return
---------------------------------------------------------------------
6/98 6/99 6/00 6/01 6/02 6/03

GLOBECOMM SYSTEMS INC. 100.00 109.72 152.78 74.56 45.44 36.11
NASDAQ STOCK MARKET (U.S.) 100.00 143.67 212.43 115.46 78.65 87.33
PEER GROUP 100.00 81.79 206.22 159.44 88.28 124.33

PROPOSAL 2
RATIFICATION OF INDEPENDENT AUDITORS

Upon the recommendation of the Audit Committee, the Board of Directors
appointed Ernst & Young LLP, independent auditors of the Company since November
27, 1996, as auditors of the Company to serve for the fiscal year ending June
30, 2004, subject to the ratification of such appointment by the stockholders at
the Annual Meeting. A representative of Ernst & Young LLP will attend the Annual
Meeting with the opportunity to make a statement if he or she so desires and
will also be available to answer inquiries.

STOCKHOLDER APPROVAL

The affirmative vote of a majority of the Company's outstanding Common
Stock represented and voting at the Annual Meeting is required to ratify the
appointment of Ernst & Young LLP as independent auditors of the Company to serve
for the fiscal year ending June 30, 2004.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of the fees billed to the Company for audit,
audit related and non-audit services provided by Ernst & Young LLP provided to
the Company for the fiscal years ended June 30, 2003 and June 30, 2002:

FEE CATEGORY FISCAL 2003 FISCAL 2002
- ----------------------------- ------------- ------------

Audit Fees .................. $143,000 $143,000
Audit-Related Fees .......... 5,000 83,000
Tax Fees .................... 51,450 66,650
All Other Fees .............. -- --
-------- --------
Total Fees .................. $199,450 $292,650
======== ========

Audit Fees: Consists of the aggregate fees billed for professional services
rendered for the audit of the Company's annual financial statements and review
of the interim financial statements included in the Company's quarterly reports
on Form 10-Q and services that are normally provided by Ernst & Young LLP in
connection with statutory and regulatory filings or engagements.

Audit-Related Fees: Consists of the aggregate fees billed for assurance and
related services that are reasonably related to the performance of the audit or
review of the Company's financial statements and are not reported under "Audit
Fees." These services include the review of Form S-8 and consultations
concerning financial accounting and reporting standards and transactions.

Tax Fees: Consists of the aggregate fees billed for professional services
rendered for tax compliance, tax advice and tax planning.

All Other Fees: Consists of the aggregate fees billed for products and
services other than the services reported above.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

The Audit Committee's policy is to pre-approve all audit and permissible
non-audit services provided by Ernst and Young LLP. These services may include
audit services, audit-related services, tax services and other services.
Pre-approval is generally provided for audit services a year in advance and any
pre-approval for permissible non-audit services is detailed as to the particular
service or category of services. Ernst & Young LLP and the Company's management
are required to periodically report to the Audit Committee regarding the extent
of services provided by Ernst & Young LLP in accordance with this pre-approval,
and the fees for the services performed.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 10, 2003, certain information
with respect to the beneficial ownership of shares of Common Stock of: (i) all
stockholders known by the Company to be the beneficial owners of more than 5% of
its outstanding Common Stock, (ii) each director, nominee for director and Named
Executive Officer of the Company and (iii) all current directors and executive
officers of the Company as a group. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and includes
voting and investment power with respect to shares.

NUMBER OF SHARES
OF COMMON STOCK PERCENTAGE
BENEFICIALLY OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED(2) OUTSTANDING
- ------------------------------------------------------- -------------------- ------------

Royce & Associates, Inc.
1414 Avenue of the Americas, 9th Floor,
New York, New York 10019-2578 ........................ 1,402,600 11.15%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401-1005 .......................... 633,700 5.04%
David E. Hershberg .................................... 827,766(3) 6.54%
Kenneth A. Miller ..................................... 299,881(4) 2.35%
Stephen C. Yablonski .................................. 158,318(5) 1.24%
Andrew C. Melfi ....................................... 122,378(6) *
Paul J. Johnson ....................................... 79,875(7) *
C. J. Waylan .......................................... 71,750(8) *
Richard E. Caruso ..................................... 25,000(9) *
A. Robert Towbin ...................................... 21,590(10) *
Brian T. Maloney ...................................... 5,000(11) *
Daniel S. Van Riper ................................... 5,000(11) *
Harry L. Hutcherson, Jr. .............................. -- --
Patrick Flemming(12) .................................. -- --
All current directors and executive officers as a group
(11 persons) ......................................... 1,686,502(13) 12.63%

- ----------
* Represents less than 1%.

(1) Except as otherwise indicated, (i) the stockholders named in the table have
sole voting and investment power with respect to all shares beneficially
owned by them and (ii) the address of all stockholders listed in the table
is: c/o Globecomm Systems Inc., 45 Oser Avenue, Hauppauge, New York 11788.

(2) The number of shares of Common Stock outstanding as of October 10, 2003 was
12,576,263. Amounts shown for each stockholder include (i) all shares of
Common Stock owned by each stockholder and (ii) shares of Common Stock
underlying options and warrants exercisable within 60 days of October 10,
2003, with the exception of Royce & Associates, Inc. and Dimensional Fund
Advisors, Inc., which is based on the latest information publicly available
as of June 30, 2003.

(3) Includes 171,000 shares of Common Stock held by Deerhill Associates, a
family partnership of which Mr. Hershberg is General Managing Partner. Mr.
Hershberg disclaims beneficial ownership of the shares held by Deerhill
Associates except to the extent of his proportionate pecuniary interest
therein. Includes 72,766 shares of Common Stock issuable upon the exercise
of stock options.

(4) Includes 165,031 shares of Common Stock issuable upon the exercise of stock
options and warrants.

(5) Consists of 1,485 shares of Common Stock held by certain members of Mr.
Yablonski's family of which Mr. Yablonski disclaims beneficial ownership
and 154,203 shares of Common Stock issuable upon the exercise of stock
options and warrants.

(6) Includes 122,228 shares of Common Stock issuable upon the exercise of stock
options.

(7) Includes 79,875 shares of Common Stock issuable upon the exercise of stock
options and warrants.

(8) Includes 67,750 shares of Common Stock issuable upon the exercise of stock
options.

(9) Includes 25,000 shares of Common Stock issuable upon the exercise of stock
options.

(10) Includes 15,000 shares of Common Stock issuable upon the exercise of stock
options.

(11) Includes 5,000 shares of Common Stock issuable upon the exercise of stock
options.

(12) Employment terminated in January 2003 pursuant to a separation agreement.

(13) See Notes (3) through (11) above.

CERTAIN TRANSACTIONS

From July 1, 2002 through October 10, 2003, the Company granted executive
officers and directors of the Company and employees, some of who are immediate
family members of the Company's executive officers, options to purchase 862,400
shares of the Company's Common Stock with exercise prices ranging from $3.10 to
$5.21 per share.

In January 2003, pursuant to a letter agreement, the Company consolidated
the then outstanding loan and advances receivable from a former director and
executive officer, into a $300,000 promissory note. Under the terms of the
letter agreement the Company will forgive the outstanding principal and interest
amounts due on the promissory note in five annual installments beginning in
January 2004 contingent upon the former executive officer remaining an employee,
subject to the terms of the letter agreement.

In February 2003, Mr. Yablonski repaid the outstanding principal and
interest on a $40,000 promissory note to the Company, which fully satisfied the
promissory note.

STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING OF STOCKHOLDERS

Stockholders of the Company may submit proposals on matters appropriate for
stockholder action at meetings of the Company's stockholders in accordance with
Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended.
For such proposals to be included in the Company's proxy materials relating to
its 2004 Annual Meeting of Stockholders, all applicable requirements of Rule
14a-8 must be satisfied and such proposals must be received by the Company no
later than June 17, 2004. Such proposals should be delivered to the Company in
writing to the following address: Globecomm Systems Inc., Attn: Secretary, 45
Oser Avenue, Hauppauge, New York 11788.

OTHER MATTERS

The Board knows of no matters that are to be presented for action at the
Annual Meeting other than those set forth above. If any other matters properly
come before the Annual Meeting, the persons named in the enclosed form of proxy
will vote the shares represented by proxies in accordance with their best
judgment on such matters.

Proxies will be solicited by mail and may also be solicited in person or by
telephone by some regular employees of the Company. The Company may also
consider the engagement of a proxy solicitation firm. Costs of the solicitation
will be borne by the Company.

By Order of the Board of Directors
/s/ Paul J. Johnson
Paul J. Johnson
Secretary

Hauppauge, New York
October 14, 2003

APPENDIX A

GLOBECOMM SYSTEMS INC. AUDIT COMMITTEE CHARTER (7-03)

1. PURPOSE

The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities by reviewing: the qualifications
and performance of the Corporation's independent accountants, the financial
reports and other financial information provided by the Corporation to any
governmental body or the public; the Corporation's systems of internal
controls; and the Corporation's auditing, accounting and financial reporting
processes generally. The Audit Committee's primary duties and responsibilities
are to:

(a) Serve as an independent and objective party to monitor the Corporation's
financial reporting process and internal controls system;

(b) Select the Corporation's independent accountants and review and assess the
scope and results of their audit and any other services;

(c) Provide an open avenue of communication among the independent accountants,
financial and senior management, and the Board of Directors; and

(d) Prepare a report required by SEC rules to be included in the Company's
annual proxy statement.

The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section 4 of this Charter.

2. COMPOSITION

The Audit Committee shall be comprised of three or more directors, each of whom
must be independent according to NASDAQ rules and The Sarbanes-Oxley Act of 2002
(The "S-O Act"). In order to be considered "independent," a director may not
accept any consulting, advisory or other compensatory fee from the Corporation
or be an affiliate of the Corporation or any of its subsidiaries.

All members of the Committee shall be able to read and understand financial
statements, and at least one member of the Committee shall have accounting or
related financial management expertise and be a "financial expert" under NASDAQ
SEC rules. Members of the Audit Committee shall be appointed annually by the
Board and may be replaced or removed by the Board with or without cause.

3. MEETINGS

The Committee shall meet on a regular basis and shall hold special meetings as
circumstances require. As part of its job to foster open communication, the
Committee should meet at least annually with management, and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee or its Chair shall meet with the independent accountants
and management quarterly to review the Corporation's financial information for
that quarter prior to their release and filing of the Corporation's Quarterly
Report on Form 10-Q and discuss with the independent accountants the results of
the limited review of such information conducted by the independent accountants.

A-1

4. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

o Documents/Reports Review

(a) Review and update this Charter at least annually.

(b) Review the organization's annual financial statements and any reports
or other financial information submitted to any governmental body, or
the public, including any certification, report, opinion, or review
rendered by the independent accountants, and including the
Corporation's proxy statements and all reports of the Corporation on
Form 10-K and Form 10-Q.

(d) Review all press releases and publicly-distributed information of a
financial nature prior to dissemination.

o Independent Accountants, Financial Events and Reporting Processes

(e) Be directly responsible for the appointment, compensation and
oversight of the work of the independent accountants engaged on any
audit, including the resolution of disagreements between management
and the accounting firm. The independent accountants shall report
directly to the Audit Committee. On an annual basis, the Committee
shall obtain a formal written statement from the accountants
delineating all relationships between the accountants and the
Corporation consistent with Independence Standards Board Standard 1,
and shall review and discuss with the accountants all significant
relationships the accountants have with the Corporation to determine
the accountants' independence.

(f) Review the audit scope, staffing, overall audit plan and performance
of the independent accountants. Approve any proposed discharge of the
independent accountants when circumstances warrant.

(g) Periodically consult with the independent accountants out of the
presence of management about internal controls, financial reporting
processes and the completeness and accuracy of the Corporation's
financial statements.

(h) Review and discuss with management and the independent accountants the
Corporation's annual audited financial statements including critical
accounting policies and practices used by the Corporation, significant
financial reporting issues that have arisen in connection with
preparing the audited financial statements, prior to filing Form 10-K.

(i) Pre-approve all audit services and non-audit services not prohibited
by the SEC or Public Company Accounting Oversight Board. Pre-approval
may be delegated to one or more members of the Committee.

(j) Consider effect on financial statements of regulatory and any new
authoritative accounting initiatives as well as any off-balance sheet
transactions.

(k) Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting including, if appropriate, the effect of
alternative generally accepted accounting principles.

(l) Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants or management.

A-2

(m) Review and discuss the independent accountants' required
communications brought to the Audit Committee.

(n) Following completion of the annual audit, review separately with
management, and the independent accountants any significant
difficulties encountered during the course of the audit, including any
restrictions on the scope of work or access to required information.

(o) Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.

o Procedures for Addressing Complaints and Concerns

(p) Establish procedures for the receipt, retention and treatment of
complaints concerning accounting, internal accounting controls and
auditing matters; and the confidential, anonymous submission by
employees of the Corporation of concerns regarding accounting or
auditing matters.

o Regular Reports to the Board

(q) Regularly report to and review with Board any issues that arise with
regard to quality and integrity of the Corporation's financial
statements, or any other matters pertaining to the Corporation's
performance and the Audit Committee's findings. Perform any other
activities consistent with this Charter, the Corporation's By-laws and
governing law, as the Committee or the Board deems necessary or
appropriate.

o General

(r) The Audit Committee has the authority to engage independent counsel,
experts in particular areas of accounting and other advisors, as it
deems necessary. Further, it may require any officer, employee,
independent counsel or independent accountants to attend its meetings
or meet with any member of the Committee or any adviser to the
Company.

(s) The Corporation will provide the appropriate funding, as determined by
the Audit Committee, for payment of compensation to the independent
accountants for the purpose of issuing an audit report and to any
advisors engaged by the Audit Committee.

Notwithstanding the responsibilities and powers of the Audit Committee set forth
in this charter, it is not intended to carry responsibility for planning or
conducting audits of the Corporation's financial statements or determining
whether the Corporation's financial statements are complete, accurate and
prepared in accordance with GAAP. Such responsibilities are the duty of
management and, to the extent of their audit responsibilities, the auditors. In
addition, it is not the duty of the Audit Committee to conduct investigations or
to assure compliance with laws and regulations. The Audit Committee shall be
entitled to rely upon advice and information it receives in its discussions and
communications with management, the independent accountants and such experts,
advisors and professionals it may consult.

Adopted by the Board of Directors on August 28th, 2003.

A-3

(Form of Proxy)
GLOBECOMM SYSTEMS INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - November 18, 2003
(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY)

The undersigned stockholder of Globecomm Systems Inc. hereby appoints David E.
Hershberg and Kenneth A. Miller, and each of them, with full power of
substitution, proxies to vote the shares of common stock which the undersigned
could vote if personally present at the Annual Meeting of Stockholders of
Globecomm Systems Inc. to be held at the principal executive offices of
Globecomm Systems Inc., 45 Oser Avenue, Hauppauge, New York 11788, on November
18, 2003, at 10:00 a.m. (eastern standard time), or any adjournment thereof.

1. ELECTION OF DIRECTORS (for terms as described in the Proxy Statement)

|_| FOR all nominees below |_| WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees below

Richard E. Caruso, David E. Hershberg, Harry L. Hutcherson, Jr., Brian T.
Maloney, Kenneth A. Miller, A. Robert Towbin, C. J. Waylan and Stephen C.
Yablonski

INSTRUCTION: To withhold authority to vote for an individual nominee, write
the nominee's name in the space provided below.

2. RATIFICATION OF INDEPENDENT AUDITORS

|_| FOR |_| AGAINST |_| ABSTAIN WITH RESPECT TO

proposal to ratify the appointment of Ernst & Young LLP, as independent
auditors of the Company as described in the Proxy Statement.

---------------------------------------------------------------------------

To transact such other business as may properly come before the annual
meeting.

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS AS DIRECTORS AND FOR
PROPOSAL 2.

Please date and sign exactly as your name appears on the envelope in which
this material was mailed. If shares are held jointly, each stockholder
should sign. Executors, administrators, trustees, etc. should use full
title and, if more than one, all should sign. If the stockholder is a
corporation, please sign full corporate name by an authorized officer.

---------------------------------------------------------
Signature of Stockholder

---------------------------------------------------------
Print name

Dated:_____________________