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EXHIBIT 10.13
INDEMNIFICATION AGREEMENT
THIS
AGREEMENT is made and entered into this [______________] day of
[month], [year], by and between ORBCOMM Inc., a Delaware
corporation (the
"Corporation"), and [name of Director] ("Director").
WHEREAS, the stockholders of the Corporation have adopted bylaws
(the
"Bylaws") providing for the indemnification of the directors of the
corporation,
including persons servicing at the request of the Corporation in
such capacities
with other corporations or enterprises, as authorized by the
Delaware General
Corporation Law, as amended (the "Code");
WHEREAS, the Bylaws and the Code, by their non-exclusive nature,
permit
contracts between the Corporation and its agents, officers,
employees and other
agents with respect to indemnification of such persons; and
WHEREAS, in order to induce Director to serve as a director of
the
Corporation, the Corporation has determined and agreed to enter
into this
Agreement with Director.
NOW,
THEREFORE, in consideration of Director's agreement to serve as
a
director after the date hereof, the parties hereto agree as
follows:
AGREEMENT
1.
SERVICES TO THE CORPORATION. Director will serve, at the will of
the
Corporation or under separate contract, if any such contract
exists, as a
director of the Corporation faithfully and to the best of his
ability so long as
he/she is duly elected and qualified in accordance with the
provisions of the
Bylaws or other applicable charter documents of the Corporation;
provided,
however, that Director may at any time and for any reason resign
from such
position.
2.
INDEMNITY OF DIRECTOR. The Corporation hereby agrees to hold
harmless
and indemnify Director to the fullest extent authorized, or
permitted by the
provisions of the Bylaws and the Code, as the same may be amended
from time to
time (but, only to the extent that such amendment permits the
Corporation to
provide broader indemnification rights than the Bylaws or the Code
permitted
prior to adoption of such amendment).
3.
ADDITIONAL INDEMNITY. In addition to and not in limitation of
the
indemnification otherwise, provided for herein, subject only to the
exclusions
set forth in
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Section 4 hereof, the Corporation hereby further agrees to hold
harmless and
indemnify Director:
(a) against any and all expenses (including attorneys' fees),
witness
fees, damages, judgments, fines and amounts paid settlement and any
other
amounts that Director becomes legally obligated to pay because of
any claim or
claims made against or by him/her in connection with any
threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
arbitration,
administrative or investigative (including an action by or in the
right of the
Corporation) to which Director is, was or at any time becomes a
party, or is
threatened to be made a party, by reason of the fact that Director
is, was or at
any time becomes a director of the Corporation; and
(b) otherwise to the fullest extent as may be provided to Director
by
the Corporation under the non-exclusivity provisions of the Code
and of the
Bylaws.
4.
LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to
Section 3
hereof shall be paid by the Corporation:
(a) on account of any claim against Director for an accounting
of
profits made from the purchase or sale by Director of securities of
the
Corporation pursuant to the provisions of Section 16(b) of the
Securities
Exchange Act of 1934 and amendments thereto or similar provisions
of any
federal, state or local statutory law;
(b) on account of Director's conduct that was knowingly fraudulent
or
deliberately dishonest or that constituted willful misconduct;
(c) on account of Director's conduct that constituted a breach
of
Director's duty of loyalty to the Corporation or resulted in, any
personal
profit or advantage to which Director was not legally entitled;
(d) for which payment is actually made to Director under a valid
and
collectible insurance policy or under a valid and enforceable
indemnity clause,
bylaw or agreement, except in respect of any excess beyond payment
under such
insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both
the
Corporation and the Director have been advised that the Securities
and Exchange
Commission believes that indemnification for liabilities arising
under the
federal securities laws is against public policy and is,
therefore,
unenforceable and that claims for indemnification should be
submitted to
appropriate courts for adjudication); or
2
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(f) in connection with any proceeding (or part thereof) initiated
by
Director, or any proceeding by Director against the Corporation or
its
directors, officers, employees or other agents, unless (i) such
indemnification
is expressly required to be made by law, (ii) the proceeding was
authorized by
the Board of Directors of the Corporation, (iii) such
indemnification is
provided by the Corporation, in its sole discretion, pursuant to
the powers
vested in the Corporation under the code, or (iv) the proceeding is
initiated
pursuant to the Section 9 hereof.
5.
CONTINUATION OF INDEMNITY. All agreements and obligations of
the
Corporation contained herein shall continue during the period
Director is a
director of the Corporation (or is or was serving at the request of
the
Corporation as a director of another corporation, partnership,
joint venture,
trust, employee benefit plan or other enterprise that is an
affiliate of the
Corporation) and shall continue thereafter so long as Director
shall be subject
to any possible claim or threatened, pending or completed action,
suit or
proceeding, whether civil, criminal, arbitration, administrative
or
investigative, by reason of the fact that Director was serving in
the capacity
referred to herein.
6.
PARTIAL INDEMNIFICATION. Director shall be entitled under this
Agreement
to indemnification by the Corporation for a portion of the expenses
(including
attorneys' fees),witness fees, damages, judgments, fines and a
