10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-22839

GLOBECOMM SYSTEMS INC.

(exact name of registrant as specified in its charter)

Delaware	11-3225567
(State or other jurisdiction of	(I.R.S. EMPLOYER
incorporation or organization)	Identification No.)

45 Oser Avenue,
Hauppauge, NY	11788
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 231-9800

Securities registered pursuant to Section 12(b) of the Act:

	Name of each exchange
Title of each class	on which registered
Common Stock, $0.001 par value	Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No þ

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes o No þ

     Based on the closing sale price on the Nasdaq Global Market on December 31, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock, $0.001 par value per share (the “Common Stock”) held by non-affiliates of the registrant on such date was approximately $226.3 million. For purposes of this calculation, only executives and directors are deemed to be affiliates of the registrant.

     As of September 10, 2008, there were 20,317,220 shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

     The Proxy Statement of Globecomm Systems Inc. relative to the 2008 Annual Meeting of Stockholders to be held on November 20, 2008, is incorporated by reference into Part III of this Annual Report on Form 10-K.

PART I

Item 1. Business

Overview

     Globecomm Systems Inc., or Globecomm, is a corporation which was incorporated in Delaware in August 1994. Globecomm is a leading provider of satellite-based communications infrastructure solutions and services on a global basis. Our services are provided by our wholly-owned subsidiaries, Globecomm Network Services Corp. (“GNSC”), a Delaware corporation, and Globecomm Services Maryland LLC (“GSM”), a Delaware limited liability company. In July 2008, Cachendo LLC, a Delaware limited liability company and wholly owned subsidiary of Globecomm, was formed to operate the professional engineering services business of Globecomm.

     Our goal is to provide our customers with a comprehensive suite of design, engineering, installation and integration solutions, managed network services and lifecycle support services, by employing our expertise in emerging satellite-based communication technologies. By offering both infrastructure solutions and services, we provide our customers with a complete end-to-end solution for their satellite-based communications requirements. We believe our integrated approach of combining in-house design and engineering expertise with world-class teleport and network operating centers is a competitive advantage and enables us to meet our customers’ needs in a timely and cost-effective manner.

     We operate through two business segments. Our infrastructure solutions segment, through Globecomm Systems Inc., is engaged in the design, assembly and installation of ground segment systems and networks. Our services segment, through GNSC and GSM, provides satellite communication services capabilities.

Infrastructure Solutions

     Our infrastructure solutions consist of the design, engineering, integration and installation of ground segment systems and networks, which are deployed in communications networks that include a satellite component. We combine our expert engineering and design capabilities with state-of-the-art technologies and products to provide solutions for building and maintaining satellite earth stations, uplink centers, broadcast centers and Internet protocol-based (IP) communication networks. In the case of complex IP-based networks, our infrastructure solutions support a wide range of network applications and facilitate ‘‘quadruple play’’ services, comprised of video, data, voice and wireless communications.

     A key component of our infrastructure solutions is our product line of pre-engineered fixed and mobile/transportable satellite terminals and network management systems, which are marketed under the Summit™ and Explorer™ brands. These products utilize highly integrated electronics to assure high reliability and rapid response and to provide ease of operation in a low cost, small and lightweight format. Our network management software, which is marketed under the AxxSys^® brand, is designed for management and control of third-party satellite and terrestrial-based network equipment and can be configured to communicate with serial or discrete monitors and control interfaces offered by major third-party vendors.

Services

     Our services business consists of managed network services and lifecycle support services for a broad variety of communications applications. Both of these services can be offered as part of our infrastructure solutions or on a stand-alone basis and are typically provided under multi-year contracts.

     Our managed network services include content distribution, Internet and data and IP telephony services, and can be offered on either a standardized or customized basis to best meet our customers’ needs. Our managed network services leverage our world class infrastructure, including our teleports, 24/7 Network Operations Centers (NOCs) and data centers located in Hauppauge, New York and Laurel, Maryland. These facilities have Department of Defense (DoD) facility clearance and have multiple connections to the public switched telephone network (PSTN), multiple redundant fiber rings and emergency backup power systems.

     Our life cycle support services include installation, network monitoring, help desk, maintenance and professional engineering services. Beginning in fiscal 2009, our professional engineering services will be provided by our wholly owned subsidiary Cachendo LLC. We leverage these services by utilizing our facilities infrastructure, engineering personnel and network of skilled technicians. We have maintenance partners globally that provide us access to skilled technicians.

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Communications Infrastructure

     We built and own the teleport facility, the Kenneth A. Miller International Teleport, located at our headquarters in Hauppauge, New York and own a teleport facility at our GSM facility in Laurel, Maryland. We are a member of the World Teleport Association (WTA). Our teleports are designed to meet stringent requirements for high-speed data communications. The teleports are used to transmit and receive signals from satellites positioned to serve customers in Latin America, the United States, Canada, Europe, the Middle East and Africa. Our teleports use redundant critical systems and uninterruptible power supplies with back-up power generation.

     We also lease teleport services in: Los Angeles and Hong Kong to transmit and receive signals from satellites positioned to serve customers in the Eastern Asia and Pacific Rim region; in Poland to transmit and receive signals from satellites positioned over Eastern Europe; and in Kuwait to transmit and receive signals from satellites positioned over Central Asia. Connection to the United States Internet backbone in Los Angeles is achieved through leased fiber optic circuits.

     We lease transponder capacity to meet the bandwidth needs of our customers. We have multiple, redundant, high-capacity fiber connections to provide reliable Internet data, voice and data traffic to locations in New York City where it interconnects with telecommunications service providers and the United States Internet backbone.

     We have built and staff network operation centers, or NOCs, to manage customer circuits at both our Hauppauge, New York, and Laurel, Maryland facilities. The NOCs operate twenty-four hours per day, seven days per week to monitor customer circuits, respond to customer inquiries and initiate new services. Customers can purchase or lease from us, as a part of their service, the equipment needed at the customers’ locations to transmit and receive the satellite signals. We also offer installation and maintenance services for this equipment.

Comprehensive Solutions

     Our comprehensive solutions and services fit within the following categories: pre-engineered systems; systems design and integration services; managed network services; and life cycle support services.

Our Pre-Engineered Systems

     Our pre-engineered systems product line includes a line of a fixed satellite terminal products under the SummitÔ brand, and mobile/transportable satellite terminal products under the ExplorerÔ brand. Summit satellite terminals have antenna apertures from sub meter to 21 meter in diameter using pre-engineered building blocks that assure high reliability and rapid response. Explorer satellite terminals have antenna apertures from sub meter to 3 meter in diameter using highly integrated electronics in order to provide ease of operation, low cost, light weight and small size. Our pre-engineered systems also include a line of AxxSys network management systems designed for management and control of satellite-terrestrial networks and include flexible interface devices that can be configured to communicate with satellite communications equipment and networking equipment from various manufacturers. The following details our products in this category.

     SummitÔ Modular Building Block Earth Station MBB 2001. ^â This satellite terminal provides point-to-point high-capacity data links and hubs for satellite networks. Generally, all electronics are housed in an indoor equipment enclosure.

     SummitÔ Commercial Terminal CTF 2001. ^â This family of satellite terminals encompasses a range of general purpose, medium-capacity satellite terminals, and is principally used by corporate, common carrier and government networks. Generally, all radio frequency electronics are housed in weatherproof enclosures mounted on the antenna. The satellite modem is housed in an indoor equipment enclosure.

     SummitÔ Compact Earth Station CES 2001. ^â We designed this family of digital satellite terminals to be used principally to provide limited capacity to areas with limited or no telecommunications infrastructure. These satellite terminals integrate radio frequency and satellite modem components into one antenna mounted package.

     Auto-Explorer Fly-Away Satellite Terminals. We designed this family of fly-away satellite terminals for ease of operation by non-satellite personnel by incorporating automatic satellite acquisition technology. These satellite terminals include an integrated electronics package designed to incorporate the radio frequency, monitor and control and satellite modem components into an outdoor mounted package. This family of satellite terminals is designed for use in military tactical environments and is tested and qualified for the appropriate military environmental standards.

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     Explorer MIL-COTS HMMWV Transportable Satellite Terminals. We designed this family of militarized transportable satellite terminals primarily for United States and international government customers. This transportable system group is comprised of transportable earth stations designed to be quickly deployed and operated anywhere in the world in military tactical environments. The latest model is a HMMWV (High-Mobility Multipurpose Wheeled Vehicle) mounted satellite terminal that incorporates the latest commercial off the shelf, or COTS, satellite equipment technology that meet the stringent requirements of military tactical operations. Our pre-engineered systems also include a line of network management systems designed for management and control of satellite terrestrial networks including equipment and systems from various manufacturers by providing flexible interface devices that can be configured to communicate with any serial or discrete monitor and control interface.

     AxxSys^â Network Management Systems. We designed this family of computer-based network management systems to monitor and control satellite communication equipment and satellite terminal networks. AxxSys-based network management systems provide status reporting locally or remotely and provide the ability to manage distributed satellite communications networks on a global basis. We introduced AxxSys Orion in fiscal 2007 which monitors and controls all of the terrestrial elements of a satellite communications network. This includes the ability to manage other network elements, such as, routers, microwave, fiber and wireless subsystems. Deployed over an industry-standard IP network, it is capable of monitoring and controlling from dozens to thousands of devices. We are currently focusing on continuing the development of AxxSys network management systems. Network management systems are key to simplifying operations and maintenance of satellite-based networks and, therefore, add value to the systems and networks we integrate.

     SpyGlass Carrier Monitoring Systems.^â We designed this family of computer-based carrier monitoring tools for service providers who need to monitor and manage their transmissions to ensure service reliability and availability. Our SpyGlass^â family of carrier monitoring tools integrates with the AxxSys network management system to provide ease of operation.

Our Systems Design and Integration Services

     We design, integrate, install, test and commission facilities and complex networks to meet the needs of our customers. Our custom systems design and integration services are largely focused on requirements for satellite earth stations, uplink centers, broadcast centers and next generation IP based networks. This segment of our business is based on our core engineering expertise in satellite earth stations and network design, broadcast engineering, Internet protocol network engineering and network management system design.

Our Managed Network Services

     At Globecomm we tailor our managed network services to meet customer needs by offering standardized services for various communication applications. Our standardized services may be sold separately or may be used as building blocks as a part of a custom-engineered solution. We leverage our expertise in satellite communications, Internet protocol, communications networks and information technology in designing our custom-engineered solutions. Our managed network service offerings support content distribution, Internet and data and IP telephony.

     Globally, telecommunications networks are moving rapidly toward Internet protocol-based networks and services based on the lower cost of implementation and the flexibility these networks offer. Satellite-based communications complement this trend as many of the regions in the world lack the “next generation” terrestrial networks required to accommodate the rapid and reliable transmission of the vast amounts of information underlying the growth in traffic. Even in a well connected area of the globe, satellite communications offer a diverse network path in support of disaster recovery and network augmentation.

     We are a network service provider that offers “next generation” network solutions to communication service providers, commercial enterprises, broadcasters, content providers and governments and government related entities around the world. We combine satellite and terrestrial communications networks to provide customers high-speed access services to the United States Internet backbone, their corporate headquarters or government offices, as well as the public switched telephone network. We are a licensed international voice carrier and have bilateral agreements with a number of international telecommunication operators for the origination and termination of voice traffic. We currently have customers for which we are providing such network services in the United States, Europe, South America, Africa, the Middle East and Asia.

     Our solutions continue to evolve based on changes in markets and technology. These solution sets leverage our ability to provide one-stop turnkey managed solutions including communications infrastructure, network services and related back office services.

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     Internet and Data Solutions. Our global high-speed Internet access and global connectivity services are marketed under the Access-Plus^SM brand name. As part of this offering, we offer point to point and point to multipoint Internet and data connectivity for service providers, broadcasters, government and enterprise customers. Solutions include two way satellite connectivity as well as one-way satellite connectivity with terrestrial return. Shared and committed information rate services are available and all services are offered with encryption options. The scope of these services range widely, and the network can be serviced out of any or our teleports, or other teleports or uplinks as appropriate.

Access-Plus^SM Connectivity solutions provide a managed satellite—terrestrial network services allowing customers to outsource entire satellite-terrestrial based communication networks. We are capable of providing a “one stop shopping” solution including Internet Access, data connectivity, licensing, and facilities construction anywhere in the world.

Access-Plus^SM Restoral solutions provide the ability to restore communications networks when terrestrial-based services are interrupted. This IP-based satellite overlay solution enables dynamic redundancy to frame relay and other terrestrial services and is well suited for customers with multiple locations. We also offer call center restoral solutions as a subcontractor to Agility Recovery Solution in the United States. This service provides protection against communication and facility outages. Once an emergency is declared, we can provide communication restoral services within 48 hours. We provide the satellite-terrestrial network behind Agility’s offerings and in other cases provide disaster recovery solutions directly to end customers.

Access-Plus^SM Surveillance solutions including our Supervisory, Control and Data Acquisition (SCADA) service provides a means to monitor critical infrastructure or to provide security for facilities and personnel. These satellite-based solutions leverage low cost Internet protocol VSAT technology to monitor oil/gas pipelines, electrical power generation and distribution facilities and other critical infrastructure spread over large geographic areas, or to provide surveillance capability using sophisticated video cameras with capability for 360 degree viewing remotely. We provide monitoring services for critical infrastructure for our customers who want to outsource these services or need us to back up their own monitoring center.

Access-Plus^SM VSAT solutions line includes a variety of very small aperture, or VSAT, TDMA solutions involving the provisioning of both standard and customized two-way VSAT services for Internet access, VoIP, and terrestrial network backup services. Our VSAT hub at the Kenneth A. Miller International Teleport coupled with the extension of our MPLS backbone to various teleports globally, provides us with global VSAT coverage and the flexibility to provide a wide range of services including Internet access and voice termination. Our VSAT solutions typically involve custom network design for specific customer applications in order to maximize bandwidth efficiencies.

     As part of our Access-Plus^SM managed solution set we have developed a variety of complex “next generation” satellite-based networks for both countrywide intercity communications leveraging both satellite and terrestrial means. These complex “next generation” networks use Internet protocol-based network systems and equipment to provide flexibility in service creation and the ability to leverage a common communications infrastructure as the platform for all services. These projects include the engineering, integration and deployment of complete turnkey solutions comprised of IP-based microwave, cellular, broadband wireless, satellite and fiber optic networks along with international gateway access. We also provide ongoing operations and maintenance of these networks, Internet services and international voice origination and termination services.

     Content Distribution Solutions. Our content delivery services, marketed under the Skyborne^SM brand name offer end-to-end content based solutions for master control and uplinking services.

Skyborne^SM Enterprise solutions provide video broadcast services to large enterprises in the United States as well as to content owners. Our value proposition includes the ability to evolve to “next generation” IP-based video broadcast services and high quality customer account management. We have created next generation IP-based solutions to allow our customers to evolve their networks to interactive distance learning, merchandizing, corporate communications and video on demand services.

Skyborne^SMDirect to Home Platform provide all the functionality required for new service providers to enter the direct to home television with a minimal capital investment. Our facilities at the Kenneth A. Miller International Teleport include television program acquisition (i.e., satellite downlink acquisition, as well as terrestrial program acquisition), program coding, program multiplexing and transmission, subscriber management and conditional access as required to provide such services.

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Skyborne^SMBroadcast solutions offers point to multipoint content delivery of multimedia content supporting applications such as United States satellite-based program acquisition, storage and playout to support the launch of new service offerings by IPTV providers and cable headend distribution via satellite. Our teleport facilities, fiber connectivity and twenty-four hour per day by seven-day per week network operations center allow us to provide ad hoc video services on a wide range of satellites.

     Telephony Solutions. Our telephony services, marketed under the SatCell^SM brand name, allow for economical managed voice termination and origination services.

SatCell^SM Packet Voice (“Clear Packet”) solution provides voice backhaul via satellite enabling toll quality (i.e., carrier class) voice services for locations where terrestrial fiber is not available or where it does not meet customer cost or quality requirements. We call these “Clear Packet” voice solutions because we connect at the customer’s end to a toll quality local switched voice infrastructure and we connect at our end (i.e., United States termination/origination point) to toll quality public switched infrastructure from United States carriers. Our offering provides backbone connectivity services for service providers in order to connect public switched telephone networks to international long distance carriers through a VoIP-based satellite link. This allows service providers overseas to contract with us to act as their gateway to a large number of international carriers. We are a licensed operator that provides voice termination services around the world.

SatCell^SM Cellular Hosted Soft Switch solution for telephony providers enable cellular coverage in locations otherwise not economical to connect using traditional terrestrial means. SatCell allows telephony providers to expand GSM or CDMA networks economically, or to initiate service in new service areas with a minimal capital outlay. We provide outsourced hosted soft switch services to rural telecommunication companies, in the United States, that allow them to take advantage of a shared platform. We currently have a patent pending for this hosted soft switch service.

Our Life Cycle Support Services

     Our life cycle support services include installation, network monitoring, help desk, maintenance and professional engineering services. We are able to offer these life cycle support services by leveraging our facilities infrastructure, including our teleports, our NOCs, and our data centers, as well as our personnel and network of skilled technicians. We have global maintenance partners that provide us access to skilled technicians. We provide these services on either a stand-alone basis, or bundled with infrastructure solutions.

Network Monitoring and Help Desk solutions provide twenty-four hours per day by seven-day per week monitoring of satellite and terrestrial network systems and networks. Status and alarm monitoring coupled with our help desk services provides our customers with the ability to outsource monitoring of their networks. We provide customers with network trouble shooting and problem resolution support with escalation to technical resources on duty for problems requiring detailed technical knowledge of equipment, systems and/or networking. We utilize a remedy-based trouble ticket system to track problems through conclusion. Customized reports are issued by our help desk to meet our customers’ demand.

Installation and Maintenance solutions provide installation and maintenance services of satellite and terrestrial infrastructure at customer locations anywhere in the world. We have an established worldwide network of field technicians to provide on-site services for customer networks. These technicians enable us to provide cost-effective quick-response services for installation and required maintenance.

Professional Engineering solutions provide engineering expertise and hands-on support for co-located equipment and engineering and design support for proposal creation and network architecture design. We also provide professional engineering services for customers who need our engineering specialists and program managers to complement their internal staff.

Sales and Marketing

     We market our products and services to communications service providers, government and government related entities (U.S. and foreign), commercial enterprises, broadcasters and other media and content providers. We have structured our sales and marketing approach to respond effectively to the opportunities in these markets. Our marketing activities are organized regionally, as well as on

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an industry-specific basis. We use both direct and indirect sales channels to market our services and products. We also focus on industry-specific markets, including government, broadcast and commercial enterprises.

     Our corporate sales offices sell and market our products and services in the United States and internationally. We have corporate sales offices in: Maryland and Washington D.C. to service the U.S. Government; Dubai, United Arab Emirates to service the Middle East and Eastern Asia; Hong Kong to service the Asia Pacific region including China and India; and Afghanistan to service Afghanistan. The corporate sales offices work with the regional business teams, the GNSC service team and the GSM service team to prepare proposals and negotiate contracts.

     Our regional business teams, located in Hauppauge, New York, and our GSM team located in Laurel, Maryland sell and market our products and services in concert with the corporate sales offices. These regional business teams are responsible for orders in the regions and/or markets to which they are assigned, as well as for the delivery of our products and services and for account management of our existing customers. Currently, we have regional business teams responsible for the Americas, the Asia Pacific region and the Eastern Atlantic Region (Africa, the Middle East and Europe). We also have a business team dedicated to the government marketplace, as well as a GSM service team which is focused largely on the U.S. government marketplace. In addition, we have expert teams who are focused on leveraging our know-how in IP networking, broadcast technology, pre-engineered systems, network management systems and network services to provide added value to our products, services and solutions.

     These business and expert teams work together with the corporate sales offices to identify, develop and maintain customer relationships through local sales representatives, sales executives and account managers. Together, they develop close and continuing relationships with our customers. Our local sales representatives provide a local presence in their regions and identify prospective customers for our sales executives. Our account managers may also function as project engineers for network integration and service initiation programs for their accounts. We believe this account management focus provides continuity and loyalty between our customers and us. We also believe that our approach fosters long-term relationships that lead to follow-on work and referrals to new customers. These accounts also provide us with a market for the new products and services that we develop. In addition, we obtain sales leads through referrals from industry suppliers.

     We use direct mailings, print advertising to targeted markets and trade publications to enhance awareness and acquire leads for our direct and indirect sales teams. We create brand awareness by participating in industry trade shows sponsored by organizations like the International Telecommunications Union, the National Association of Broadcasters, Armed Forces Communications and Electronics Association, Communication Media Management Association and other industry associations. We also provide marketing information on our web site and conduct joint marketing programs with sales representatives in various regions to reach new customers.

Acquisition

     On May 2, 2007, we acquired the GlobalSat division of Lyman Bros., Inc. GlobalSat is a global provider of satellite-based telecommunications services headquartered in Laurel, Maryland. The acquisition of GlobalSat significantly increased our recurring revenue base, particularly in the government marketplace and also provides us with a second DoD-cleared facility comprised of a teleport, NOC and data center and strengthens our management team. The GlobalSat business operates in the services segment of our business under GSM.

Customers

     We have established a diversified base of customers in a variety of industries. Our customers include communications service providers, government and government related entities (U.S. and foreign), commercial enterprises, broadcasters and other media and content providers. We typically rely upon a small number of customers for a large portion of our revenues. We derived 19% of our revenues in the year ended June 30, 2008 from a U.S. Government agency. We expect that in the near term a significant portion of our revenues will continue to be derived from a limited number of customers (the identity of whom may vary from year to year) as we seek to expand our business and customer base.

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Backlog

     At June 30, 2008, our backlog was approximately $146.8 million compared to approximately $141.2 million at June 30, 2007. We record an order in backlog when we receive a firm contract or purchase order, which identifies product quantities, sales price, service dates and delivery dates. Backlog represents the amount of unrecorded revenue on undelivered orders and services to be provided and a percentage of revenues from sales of products that have been shipped where installation has not been completed and final acceptance has not been received from the customer. Our backlog at any given time is not necessarily indicative of future period revenues. A substantial portion of our backlog is comprised of large orders, the cancellation of any of which could have a material adverse effect on our operating results. For example, at June 30, 2008, $93.7 million, or approximately 63.8%, of our backlog represented contracts with six customers. We cannot assure you that these contracts or any others in our backlog will not be cancelled or revised. See the section entitled “Risk Factors.”

Product Design, Assembly and Testing

     We assign a project team to each contract into which we enter. Each team is led by a project engineer who is responsible for execution of the project. This includes engineering and design, assembly and testing, installation and customer acceptance. A project may include engineers, integration specialists, buyer-planners and an operations team. Our standard satellite ground segment systems are manufactured using a standard modular production process. Typically, long-term projects require significant customer-specific engineering, drafting and design efforts. Once the system is designed, the integration specialist works with the buyer-planner and the operations team to assure a smooth transfer from the engineering phase to the integration phase. The integration phase consists mainly of integrating the purchased equipment, components and subsystems into a complete functioning system. Assembly, integration and test operations are conducted on both an automated and manual basis.

     We provide facilities for complete in-plant testing of all our systems before delivery in order to assure all performance specifications will be met during installation at the customer’s site. We employ formal total quality management programs and other training programs, and have been certified by the International Organization of Standards quality certification process for ISO 9001, a standard that enumerates specific requirements an organization must follow in order to assure consistent quality in the supply of products and services. The certification process qualifies us for access to virtually all domestic and international projects, and we believe that this represents a competitive advantage.

Research and Development

     We have developed internal research and development resources in Internet protocol networks, content delivery networks, broadcast systems, network management systems and pre-engineered systems. The costs of developing new technologies are funded partially by the investments made by us and partially by development funded by specific customer program requirements. This approach provides us with a cost-effective means to develop new technology, while minimizing our direct research and development expenditures. Furthermore, we believe that our research and development capabilities allow us to offer added value in developing solutions for our customers, while at the same time we maintain the opportunity to develop products through our strategic supplier relationships. Our internal research and development efforts generally focus on the development of products and services not available from other suppliers to the industry. Current efforts are focused on continued development of our software-based distributed core network to support our wireless hosted switch service offering for our service provider customers, development of multimedia broadcast data center solutions for direct to home, TV to mobile devices and IPTV applications and enhancements to pre-engineered AxxSys network management systems for all our earth terminal and network customers and pre-engineered Explorer satellite systems for our government customers. For the years ended June 30, 2008, 2007 and 2006, we have incurred approximately $1.9 million, $1.5 million, and $1.1 million, respectively, in internal research and development expenses.

Competition

     In the satellite infrastructure solutions market, we believe that our ability to compete successfully is based primarily on our reputation and the ability to provide a solution that meets the customer’s requirements, including competitive pricing, performance, on-time delivery, reliability and customer support.

     In the communications services market, we believe that our ability to compete successfully is based primarily on our reputation and providing prompt delivery and initiation of service, competitive pricing, consistent and reliable connections and high-quality customer support.

     Our primary competitors in the infrastructure solutions market generally fall into two groups: (1) system integrators such as Thales, Data Path and SED Systems and (2) equipment manufacturers who also provide integrated systems, such as Viasat, General Dynamics SATCOM Technologies, Alcatel and ND Satcom AG.

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     In the end-to-end satellite-based enterprise solutions and broadcast services markets, we compete with other satellite communication companies who provide similar services, such as Ascent Media, Globecast and Convergent Media Systems. In addition, in managed network services we may compete with other communications services providers such as Segovia and Verizon, and satellite owners like SES Americom and Intelsat. We anticipate that our competitors may develop or acquire services that provide functionality that is similar to that provided by our services and that those services may be offered at significantly lower prices or bundled with other services.

     Current and potential participants in the markets in which we compete have established or may establish cooperative relationships among themselves or with third parties. These cooperative relationships may increase the ability of their products and services to address the needs of our current and prospective customers. Accordingly, it is possible that new competitors or alliances among competitors may emerge that will enable them to acquire significant market share rapidly. We believe that increased competition is likely to result in price reductions, reduced gross profit margins and loss of market share, any of which would have a material adverse effect on our business, results of operations and financial condition.

Intellectual Property

     We rely heavily on the technological and creative skills of our personnel, new product developments, computer programs and designs, frequent product enhancements, reliable product support and proprietary technological expertise in maintaining our competitive position. We have secured patent protection on some of our products, and have secured trademarks and service marks to protect some of our products and services.

     We currently have been granted six patents in the United States, one for remote access to the Internet using satellites, another for satellite communication with automatic frequency control, another for a monitor and control system for satellite communications networks and the like, another for implementing facsimile and data communications using Internet protocols, and two for a dish antenna kit including alignment tool. We have one other patent pending in the United States for a distributed satellite-based cellular network. We currently have one Patent Cooperation Treaty patent application pending for implementing facsimile and data communications using Internet protocols. We also intend to seek additional patents on our technology, if appropriate. We have received trademark registration for Globecomm Systems Inc. in the United States, the European Community, Russia and the People’s Republic of China; and for GSI in the United States and Russia. We have also received trademark registrations in the United States for MBB2001, CTF 2001, CES 2001 and AxxSys, which relate to our pre-engineered systems; for SkyBorne, relating to our broadcasting services; for the GSI logo; and for various other marks related to our products and services. We have other trademarks and service marks pending and intend to seek registration of other trademarks and service marks in the future.

Government Regulations

Operations and Use of Satellites

     We are subject to various federal laws and regulations, which may have negative effects on our business. We operate Federal Communications Commission, or FCC, licensed teleports in Hauppauge, New York, and Laurel, Maryland, subject to the Communications Act of 1934, as amended, or the FCC Act, and the rules and regulations of the FCC. Pursuant to the FCC Act and FCC rules and regulations, we have obtained or applied for, and are required to maintain radio transmission licenses from the FCC for both domestic and foreign operations of our teleports. We have also obtained and maintain authorization issued under Section 214 of the FCC Act to act as a telecommunications carrier, which authorization also extends to GNSC. These licenses should be renewed by the FCC in the normal course as long as we remain in compliance with FCC rules and regulations. However, we cannot guarantee that additional licenses will be granted by the FCC when our existing licenses expire, nor can we assure you that the FCC will not adopt new or modified technical requirements that will require us to incur expenditures to modify or upgrade our equipment as a condition of retaining our licenses.

     We are also required to comply with FCC regulations regarding the exposure of humans to radio frequency radiation from our teleports. These regulations, as well as local land use regulations, restrict our freedom to choose where to locate our teleports.

     The licenses and authorizations held by Globecomm for the licensed teleport in Hauppauge, New York, extend to GNSC and GNSC currently provides services in accordance with the requirements of the Globecomm licenses and authorizations. GNSC and GSM may in the future seek to obtain licenses and/or authorizations to provide services in their own names; however, we cannot guarantee that such additional licenses and authorizations will be granted by the FCC.

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Common Carrier Regulation

     We currently provide services to our customers on a private carrier and on a common carrier basis. Our operations as a common carrier require us to comply with the FCC’s requirements for common carriers. These requirements include, but are not limited to, providing our rates and service terms, being forbidden from unjust and unreasonable discrimination among customers, notifying the FCC before discontinuing service and complying with FCC equal employment opportunity regulations and reporting requirements.

     We do not currently provide telecommunications services between points in the same state and so are exempt from state regulation of our services. However, we could become subject to state telecommunications regulations if we do provide intrastate telecommunications services.

Foreign Ownership

     The FCC Act and FCC regulations impose restrictions on foreign ownership of our teleports. These requirements generally forbid more than 20% ownership or control of an FCC licensee by non-United States citizens and more than 25% ownership of a licensee’s parent by non-United States citizens. The FCC may authorize foreign ownership in the licensee’s parent in excess of these percentages. Under current policies, the FCC has granted these authorizations where the applicant does not control monopoly or bottleneck facilities and the foreign owners are citizens of countries that are members of the World Trade Organization or provide equivalent competitive opportunities to United States citizens.

     We may, in the future, be required to seek FCC approval if foreign ownership of our stock exceeds the thresholds mentioned above. Failure to comply with these policies could result in an order to divest the offending foreign ownership, fines, denial of license renewal and/or license revocation proceedings against the licensee by the FCC. We have no knowledge of any present foreign ownership which would result in a violation of the FCC rules and regulations.

Foreign Regulations

     Regulatory schemes in countries in which we may seek to provide our satellite-delivered services may impose impediments on our operations. Some countries in which we operate or intend to operate have telecommunications laws and regulations that do not currently contemplate technical advances in telecommunications technology like Internet/intranet transmission by satellite. We cannot assure you that the present regulatory environment in any of those countries will not be changed in a manner which may have a material adverse impact on our business. Either we or our local sales representatives typically must obtain authorization for each country in which we provide our satellite-delivered services. Although we believe that we or our local sales representatives will be able to obtain the requisite licenses and approvals from the countries in which we intend to provide products and services, the regulatory schemes in each country are different, and thus there may be instances of noncompliance of which we are not aware. Although we believe these regulatory schemes will not prevent us from pursuing our business plan, we cannot assure you that our licenses and approvals are or will remain sufficient in the view of foreign regulatory authorities. In addition, we cannot assure you that necessary licenses and approvals will be granted on a timely basis, or at all, in all jurisdictions in which we wish to offer our products and services or that the applicable restrictions will not be unduly burdensome.

Regulation of the Internet

     Our Internet operations (other than the operation of a teleport) are not currently subject to direct government regulation in the United States or most other countries, and there are currently few laws or regulations directly applicable to access to or commerce on the Internet. However, due to the increasing popularity and use of the Internet it is possible that a number of laws and regulations may be adopted at the local, national or international levels with respect to the Internet, covering issues like user privacy and expression, pricing of products and services, taxation, advertising, intellectual property rights, information security or the convergence of traditional communication services with Internet communications.

     We anticipate that a substantial portion of our Internet operations will be carried out in countries which may impose greater regulation of the content of information coming into their country than that which is generally applicable in the United States. Examples of this include privacy regulations in Europe and content restrictions in countries, such as the People’s Republic of China. To the extent that we provide content as a part of our Internet services, it will be subject to laws regulating content. Moreover, the adoption of laws or regulations may decrease the growth of the Internet, which could in turn decrease the demand for our Internet services, or increase our cost of doing business or otherwise negatively affect our business. In addition, the applicability to the Internet of existing laws governing issues including property ownership, copyrights and other intellectual property issues, taxation, libel and personal privacy is uncertain. The vast majority of these laws were adopted prior to the advent of the Internet and related technologies and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. Changes to these laws

10

intended to address these issues, including some recently proposed changes, could create uncertainty in the marketplace. These changes could reduce demand for our products and services or could increase our cost of doing business as a result of costs of litigation or increased product development costs.

Telecommunications Taxation, Support Requirements and Access Charges

     Telecommunications carriers providing domestic services in the United States are required to contribute a portion of their gross revenues for the support of universal telecommunications services, telecommunications relay services for the deaf and/or other regulatory fees. We are subject to some of these fees and we may be subject to other fees or to new or increased taxes and contribution requirements that could affect our profitability, particularly if we are not able to pass them through to customers for either competitive or regulatory reasons.

     Broadband Internet access services provided by telephone companies are currently classified as information services under the Communications Act and therefore not considered a telecommunications service subject to payment of access charges to local telephone companies in the United States. Should this situation change or other charges be imposed, the increased cost to our customers who use telephone company provided facilities to connect with our satellite facilities could discourage the demand for our services. Likewise, the demand for our services in other countries could be affected by the availability and cost of local telephone or other telecommunications services required to connect with our facilities in those countries.

Export of Telecommunications Equipment

     The sale of our products and services outside the United States is subject to compliance with the regulations of the United States Export Administration and, in certain instances, with International Traffic in Arms regulations. The absence of comparable restrictions on competitors in other countries may adversely affect our competitive position. In addition, in order to ship our products into or implement our services in some countries, these products or services must satisfy the technical requirements of the particular country. If we were unable to comply with these requirements with respect to a significant quantity of our products, our sales in those countries could be restricted, which could have a material adverse effect on our business, financial condition and results of operations.

Employees

     As of June 30, 2008, we had 316 full-time employees, including 163 in engineering and program management, 83 in the manufacturing, operations support and network operations, 28 in sales and marketing and 42 in management and administration. Our employees are not covered by any collective bargaining agreements. We believe that our relations with our employees are good.

Financial Information About Geographic Areas

     Revenues from foreign sales as a percentage of total revenues for each of the three years in the period ended June 30, 2008 are set forth in Note 15 of the Notes to Consolidated Financial Statements. Revenue for the year ended June 30, 2008 included a contract with a leading provider of telecommunication services in Asia which accounted for approximately 8% of revenue.

Financial Information About Business Segments

     The sales and operating profits of each business segment and the identifiable assets attributable to each business segment for each of the three years in the period ended June 30, 2008 are set forth in Note 14 of the Notes to Consolidated Financial Statements.

Available information

     We maintain an Internet website at www.globecommsystems.com where our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to these reports and all other SEC documents are available without charge, as soon as reasonably practicable following the time that they are filed with or furnished to the SEC. Information contained on our website does not constitute a part of this Annual Report on Form 10-K.

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Item 1A. Risk Factors

Risks Related to Our Business

A limited number of customer contracts account for a significant portion of our revenues, and the inability to replace a key customer contract or the failure of the customer to implement its plans would adversely affect our results of operations, business and financial condition.

     We rely on a small number of customer contracts for a large portion of our revenue. Specifically, we have agreements with six customers to provide equipment and services, from which we expect to generate a significant portion of our revenues. We derived 19% of our revenues in the year ended June 30, 2008 from a U.S. Government agency. If any key customer is unable to implement its business plan, the market for these customers’ services declines, political or military conditions make performance impossible or if all or any of the major customers modifies or terminates its agreement with us, and we are unable to replace these contracts, our results of operations, business and financial condition would be materially harmed.

We derive a substantial portion of our revenues from the government marketplace.

     We derive a substantial portion of our revenues from government marketplace. In the year ended June 30, 2008, we derived 56% of our consolidated revenues from the government marketplace. This business tends to have higher gross margins than other markets of our business. A future reduction in the proportion of our business from government marketplace would negatively impact our results of operations.

     There are a number of other risks associated with the government marketplace, which include, purchasing decisions of agencies are subject to political influence, contracts are subject to cancellation if government funding becomes unavailable, and unsuccessful bidders may challenge contracts we are awarded which can lead to increased costs, delays and possible loss of the contract.

Risks associated with operating in international markets could restrict our ability to expand globally and harm our business and prospects.

     We market and sell a substantial portion of our products and services internationally. We anticipate that international sales will continue to account for a significant portion of our total revenues for the foreseeable future with a significant portion of the international revenue coming from developing countries, including countries in areas of conflict like Afghanistan. There are a number of risks inherent in conducting our business internationally, including:

• general political and economic instability in international markets, including the hostilities in Iraq and Afghanistan, could impede our ability to deliver our products and services to customers and harm our results of operations;

• difficulties in collecting accounts receivable could adversely affect our results of operations;

• changes in regulatory requirements could restrict our ability to deliver services to our international customers; including the addition of a country to the list of sanctioned countries under the International Emergency Economic Powers Act or similar legislation;

• export restrictions, tariffs, licenses and other trade barriers could prevent us from adequately equipping our network facilities;

• differing technology standards across countries may impede our ability to integrate our products and services across international borders;

• protectionist laws and business practices favoring local competition may give unequal bargaining leverage to key vendors in countries where competition is scarce, significantly increasing our operating costs;

• increased expenses associated with marketing services in foreign countries could affect our ability to compete;

• relying on local subcontractors for installation of our products and services could adversely impact the quality of our products and services;

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• difficulties in staffing and managing foreign operations could affect our ability to compete;

• complex foreign laws and treaties could affect our ability to compete; and

• potentially adverse taxes could affect our results of operations.

     These and other risks could impede our ability to manage our international operations effectively, limit the future growth of our business, increase our costs and require significant management attention.

We derive a substantial portion of our revenues from fixed-price projects, under which we assume greater financial risk if we fail to accurately estimate the costs of the projects.

     We derive a substantial portion of our revenues from fixed-price projects. We assume greater financial risks on a fixed-price project than on a time-and-expense based project. If we miscalculate the resources or time we need for these fixed-price projects, the costs of completing these projects may exceed our original estimates, which would negatively impact our financial condition and results of operations.

Our service revenue has increased as a percentage of total revenue and if our service revenue decreases or margins decrease, our results of operations will be harmed.

     GNSC and GSM’s future revenues and results of operations are dependent on the development of the market for its current and future services. The service business tends to have higher gross margins than our infrastructure solutions business. A future reduction in the proportion of our services business would negatively impact our results of operations.

In the event of a catastrophic loss affecting our operations in Hauppauge, New York or Laurel, Maryland, our results of operations would be harmed.

     GNSC’s revenues and results of operations are dependant on the infrastructure of the network operations center and the Kenneth A. Miller International Teleport at our headquarters in Hauppauge, New York. Similarly, GSM’s revenues and results of operations are dependant on the infrastructure of the network operations center and teleport at our Laurel, Maryland facility. A catastrophic event to either of these facilities or to the infrastructure of the surrounding areas would result in significant delays in restoring a majority of the services capabilities. These capabilities permit us to offer an integrated suite of products and services and the incapacity of our communications infrastructure would negatively impact our ability to sell our infrastructure solutions. This would result in the loss of revenues and adversely affect our business, results of operations and financial condition.

Our markets are highly competitive and we have many established competitors, and we may lose market share as a result.

     The markets in which we operate are highly competitive and this competition could harm our ability to sell our products and services on prices and terms favorable to us. Our primary competitors in the infrastructure solutions market generally fall into two groups: (1) system integrators, such as Thales, Data Path, and SED Systems, and (2) equipment manufacturers who also provide integrated systems, such as General Dynamics SATCOM Technologies, Viasat, Alcatel and ND Satcom AG.

     In the end-to-end satellite-based enterprise solutions and broadcast services markets, we compete with other satellite communication companies who provide similar services, such as Ascent Media, Globecast, and Convergent Media Systems. In addition, in managed network services we may compete with other communications service providers such as Segovia and Verizon and satellite owners like SES Americom and Intelsat. We anticipate that our competitors may develop or acquire services that provide functionality that is similar to that provided by our services and that those services may be offered at significantly lower prices or bundled with other services. These competitors may have the financial resources to withstand substantial price competition, may be in a better position to endure difficult economic conditions in international markets and may be able to respond more quickly than we can to new or emerging technologies and changes in customer requirements. Moreover, many of our competitors have more extensive customer bases, broader customer relationships and broader industry alliances than we do that they could use to their advantage in competitive situations.

     The markets in which we operate have limited barriers to entry, and we expect that we will face additional competition from existing competitors and new market entrants in the future. Moreover, our current and potential competitors have established or may establish strategic relationships among themselves or with third parties to increase the ability of their products and services to address the needs of our current and prospective customers. The potential strategic relationships of existing and new competitors may rapidly acquire significant market share, which would harm our business and financial condition.

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We may not realize all of the anticipated benefits of our acquisition of the GlobalSat business.

     The success of our acquisition of the GlobalSat business, which is operated by GSM, is generally dependent upon agreements with three customers to provide equipment and services, from which we expect to generate a significant portion of revenues relating to the GlobalSat business. If any of these three customers modifies or terminates its agreement with GSM, and we are unable to replace these contracts, our results of operations, business and financial condition would be materially harmed.

If our products and services are not accepted in developing countries with emerging markets, our revenues will be impaired.

     We anticipate that a substantial portion of the growth in the demand for our products and services will come from customers in developing countries due to a lack of basic communications infrastructure in these countries. However, we cannot guarantee an increase in the demand for our products and services in developing countries or that customers in these countries will accept our products and services at all. Our ability to penetrate emerging markets in developing countries is dependent upon various factors including:

• the speed at which communications infrastructure, including terrestrial microwave, coaxial cable and fiber optic communications systems, which compete with satellite-based services, is built;

• the effectiveness of our local resellers and sales representatives in marketing and selling our products and services; and

• the acceptance of our products and services by customers.

     If our products and services are not accepted, or the market potential we anticipate does not develop, our revenues will be impaired.

Since sales of satellite communications equipment are dependent on the growth of communications networks, if market demand for these networks declines, our revenue and profitability are likely to decline.

     We derive, and expect to continue to derive, a significant amount of revenues from the sale of satellite infrastructure solutions. If the long-term growth in demand for communications networks declines, the demand for our infrastructure solutions may decline or grow more slowly than we expect. As a result, we may not be able to grow our business, our revenues may decline from current levels and our results of operations may be harmed. The demand for communications networks and the products used in these networks is affected by various factors, many of which are beyond our control. For example, the uncertain general economic conditions, such as those which exist at the current time, have affected the overall rate of capital spending by many of our customers. Also, many companies have found it difficult to raise capital to finish building their communications networks and, therefore, have placed fewer orders. Past economic slowdowns resulted in a softening of demand from our customers. We cannot predict the extent to which demand will increase. Further, increased competition among satellite ground segment systems and network manufacturers has increased pricing pressures.

We depend upon certain key personnel and may not be able to retain these employees. If we lose the services of these individuals or cannot hire additional qualified personnel, our business will be harmed.

     Our success also depends to a substantial degree on our ability to attract, motivate and retain highly-qualified personnel. There is considerable competition for the services of highly-qualified technical and engineering personnel. We may not be able either to retain our current personnel or hire additional qualified personnel if and when needed.

     Our future performance depends on the continued service of our key technical, managerial and marketing personnel; in particular, David Hershberg, our Chairman and Chief Executive Officer, is key to our success based upon his individual knowledge of the markets in which we operate. The employment of any of our key personnel could cease at any time.

Satellites upon which we rely may malfunction or be damaged or lost.

     In the delivery of our services, we lease space segment from various satellite transponder vendors. The damage or loss of any of the satellites used by us, or the temporary or permanent malfunction of any of the satellites upon which we rely, would likely result

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in the interruption of our satellite-based communications services. This interruption could have a material adverse effect on our business, results of operations and financial condition.

We depend on our suppliers, some of which are our sole or a limited source of supply, and the loss of these suppliers could materially adversely affect our business, results of operations and financial condition.

     We currently obtain most of our critical components and services from limited sources and generally do not maintain significant inventories or have long-term or exclusive supply contracts with our vendors. We have from time to time experienced delays in receiving products from vendors due to lack of availability, quality control or manufacturing problems, shortages of materials or components or product design difficulties. We may experience delays in the future and replacement services or products may not be available when needed, or at all, or at commercially reasonable rates or prices. If we were to change some of our vendors, we would have to perform additional testing procedures on the service or product supplied by the new vendors, which would prevent or delay the availability of our products and services. Furthermore, our costs could increase significantly if we need to change vendors. If we do not receive timely deliveries of quality products and services, or if there are significant increases in the prices of these products or services, it could have a material adverse effect on our business, results of operations and financial condition.

Our network may experience security breaches, which could disrupt our services.

     Our network infrastructure may be vulnerable to computer viruses, break-ins, denial of service attacks and similar disruptive problems caused by our customers or other Internet users. Computer viruses, break-ins, denial of service attacks or other problems caused by third parties could lead to interruptions, delays or cessation in service to our customers. There currently is no existing technology that provides absolute security. We may face liability to customers for such security breaches. Furthermore, these incidents could deter potential customers and adversely affect existing customer relationships.

If the satellite communications industry fails to continue to develop or new technology makes it obsolete, our business and financial condition will be harmed.

     Our business is dependent on the continued success and development of satellite communications technology, which competes with terrestrial communications transport technologies like terrestrial microwave, coaxial cable and fiber optic communications systems. Fiber optic communications systems have penetrated areas in which we have traditionally provided services. If the satellite communications industry fails to continue to develop, or if any technological development significantly improves the cost or efficiency of competing terrestrial systems relative to satellite systems, then our business and financial condition would be materially harmed.

We may not be able to keep pace with technological changes, which would make our products and services become non-competitive and obsolete.

     The telecommunications industry, including satellite-based communications services, is characterized by rapidly changing technologies, frequent new product and service introductions and evolving industry standards. If we are unable, for technological or other reasons, to develop and introduce new products and services or enhancements to existing products and services in a timely manner or in response to changing market conditions or customer requirements, our products and services would become non-competitive and obsolete, which would harm our business, results of operations and financial condition.

Unauthorized use of our intellectual property by third parties may damage our business.

     We regard our trademarks, trade secrets and other intellectual property as beneficial to our success. Unauthorized use of our intellectual property by third parties may damage our business. We rely on trademark, trade secret and patent protection and contracts, including confidentiality and license agreements with our employees, customers, strategic collaborators, consultants and others, to protect our intellectual property rights. Despite our precautions, it may be possible for third parties to obtain and use our intellectual property without our authorization.

     We currently have been granted six patents and a provisional patent application pending in the United States. We currently have one Patent Cooperation Treaty patent application pending. We also intend to seek further patents on our technology, if appropriate. We cannot assure you that patents will be issued for any of our pending or future patent applications or that any claims allowed from such applications will be of sufficient scope, or be issued in all countries where our products and services can be sold, to provide meaningful protection or any commercial advantage to us. Also, our competitors may be able to design around our patents. The laws of some foreign countries in which our products and services are or may be developed, manufactured or sold may not protect our products and services or intellectual property rights to the same extent as do the laws of the United States and thus make the possibility of piracy of our technology and products and services more likely.

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     We have filed applications for trademark registration of Globecomm Systems Inc., Globecomm and GSI in the United States and various other countries, and have been granted registrations for some of these terms in the United States, Europe and Russia. We have various other trademarks and service marks registered or pending for registration in the United States and in other countries and may seek registration of other trademarks and service marks in the future. We cannot assure you that registrations will be granted from any of our pending or future applications, or that any registrations that are granted will prevent others from using similar trademarks in connection with related goods and services.

Defending against intellectual property infringement claims could be time consuming and expensive, and if we are not successful, could cause substantial expenses and disrupt our business.

     We cannot be sure that the products, services, technologies and advertising we employ in our business do not or will not infringe valid patents, trademarks, copyrights or other intellectual property rights held by third parties. We may be subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. Prosecuting infringers and defending against intellectual property infringement claims could be time consuming and expensive, and regardless of whether we are or are not successful, could cause substantial expenses and disrupt our business. We may incur substantial expenses in defending against these third party claims, regardless of their merit. Successful infringement claims against us may result in substantial monetary liability and/or may materially disrupt the conduct of, or necessitate the cessation of, segments of our business.

Risks Related to the Securities Markets and Ownership of Our Common Stock

Our stock price is volatile.

     From July 1, 2007 through June 30, 2008, our stock price ranged from a low of $7.77 per share to a high of $16.49 per share. The market price of our common stock, like that of the securities of many telecommunications and high technology industry companies, could be subject to significant fluctuations and is likely to remain volatile based on many factors, including the following:

• quarterly variations in operating results;

• announcements of new technology, products or services by us or any of our competitors;

• changes in financial estimates or recommendations by securities analysts;

• general market conditions; or

• domestic and international economic factors unrelated to our performance.

     Additionally, numerous factors relating to our business may cause fluctuations or declines in our stock price.

     The stock markets in general and the markets for telecommunications stocks in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.

Because our common stock is thinly traded, it may be difficult to sell shares of our common stock into the markets without experiencing significant price volatility.

     Our common stock is currently traded on the Nasdaq Global Market. Because of the relatively small number of shares that are traded, it may be difficult for an investor to find a purchaser for shares of our common stock without experiencing significant price volatility. We cannot guarantee that an active trading market will develop, that our common stock will have a higher trading volume than it has historically had or that it will maintain its current market price. This illiquidity could have a material adverse effect on the market price of our stock.

A third party could be prevented from acquiring shares of our stock at a premium to the market price because of our anti-takeover provisions.

     Various provisions with respect to votes in the election of directors, special meetings of stockholders, and advance notice requirements for stockholder proposals and director nominations of our amended and restated certificate of incorporation, by-laws and

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Section 203 of the General Corporation Law of the State of Delaware could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders. In addition, we have a poison pill in place and employment provisions with our senior executives that have change of control provisions that could make an acquisition of us by a third party more difficult.

We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.

     We have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future. The payment of dividends on our common stock will depend on our future earnings, capital requirements, financial condition, future prospects and other factors as the board of directors might deem relevant. If we do not pay dividends our stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

Risks Related to Government Approvals

We are subject to many government regulations, and failure to comply with them will harm our business.

Operations and Use of Satellites

     We are subject to various federal laws and regulations, which may have negative effects on our business. We operate FCC licensed teleports in Hauppauge, New York, and Laurel, Maryland subject to the FCC Act, and the rules and regulations of FCC. We cannot guarantee that the FCC will grant renewals when our existing licenses expire, nor are we assured that the FCC will not adopt new or modified technical requirements that will require us to incur expenditures to modify or upgrade our equipment as a condition of retaining our licenses. We are also required to comply with FCC regulations regarding the exposure of humans to radio frequency radiation from our teleports. These regulations, as well as local land use regulations, restrict our freedom to choose where to locate our teleports. In addition, prior to a third party acquisition of us, we would need to seek approval from the FCC to transfer the radio transmission licenses we have obtained to the third party upon the consummation of the acquisition. However, we cannot assure you that the FCC will permit the transfer of these licenses. These approvals may make it more difficult for a third party to acquire us.

Foreign Regulations

     Regulatory schemes in countries in which we may seek to provide our satellite-delivered services may impose impediments on our operations. Some countries in which we intend to operate have telecommunications laws and regulations that do not currently contemplate technical advances in telecommunications technology like Internet/intranet transmission by satellite. We cannot assure you that the present regulatory environment in any of those countries will not be changed in a manner that may have a material adverse impact on our business. Either we or our local partners typically must obtain authorization from each country in which we provide our satellite-delivered services. The regulatory schemes in each country are different, and thus there may be instances of noncompliance of which we are not aware. We cannot assure you that our licenses and approvals are or will remain sufficient in the view of foreign regulatory authorities, or that necessary licenses and approvals will be granted on a timely basis in all jurisdictions in which we wish to offer our products and services or that restrictions applicable thereto will not be unduly burdensome.

Regulation of the Internet

     Due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted at the local, national or international levels with respect to the Internet, covering issues including user privacy and expression, pricing of products and services, taxation, advertising, intellectual property rights, information security or the convergence of traditional communication services with Internet communications. It is anticipated that a substantial portion of our Internet operations will be carried out in countries that may impose greater regulation of the content of information coming into the country than that which is generally applicable in the United States, including but not limited to privacy regulations in numerous European countries and content restrictions in countries such as the People’s Republic of China. To the extent that we provide content as a part of our Internet services, it will be subject to laws regulating content. Moreover, the adoption of laws or regulations may decrease the growth of the Internet, which could in turn decrease the demand for our Internet services or increase our cost of doing business or in some other manner have a material adverse effect on our business, operating results and financial condition. In addition, the applicability of existing laws governing issues including property ownership, copyrights and other intellectual property issues, taxation, libel, court jurisdiction and personal privacy to the Internet is uncertain. The vast majority of these laws were adopted prior to the advent of the Internet and related technologies and, as a result, the laws do not contemplate or address the unique issues of the Internet and related technologies. Changes to these laws intended to address these issues, including some recently proposed changes, could create uncertainty in the marketplace which could reduce demand for our products and services, could increase our cost of doing business as a result of costs of litigation or increased product development costs, or could in some other manner have a material adverse effect on our business, financial condition and results of operations.

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Telecommunications Taxation, Support Requirements, and Access Charges

     Telecommunications carriers providing domestic services in the United States are required to contribute a portion of their gross revenues for the support of universal telecommunications services, telecommunications relay services for the deaf, and/or other regulatory fees. We are subject to some of these fees, and we may be subject to other fees or new or increased taxes and contribution requirements that could affect our profitability, particularly if we are not able to pass them through to customers for either competitive or regulatory reasons.

     Broadband Internet access services provided by telephone companies are currently classified as Information Services under the Communications Act and therefore not considered a telecommunications service subject to payment of access charges to local telephone companies in the United States. Should this situation change or other charges be imposed, the increased cost to our customers who use telephone-company provided facilities to connect with our satellite facilities could discourage the demand for our services. Likewise, the demand for our services in other countries could be affected by the availability and cost of local telephone or other telecommunications services required to connect with our facilities in those countries.

Export of Telecommunications Equipment

     The sale of our infrastructure solutions outside the United States is subject to compliance with the regulations of the United States Export Administration and, in certain circumstances, with International Traffic in Arms regulations. The absence of comparable restrictions on competitors in other countries may adversely affect our competitive position. In addition, in order to ship our products into and implement our services in some countries, the products must satisfy the technical requirements of that particular country. If we were unable to comply with such requirements with respect to a significant quantity of our products, our sales in those countries could be restricted, which could have a material adverse effect on our business, results of operations and financial condition.

Foreign Ownership

     We may, in the future, be required to seek FCC or other government approval if foreign ownership of our stock exceeds certain specified criteria. Failure to comply with these policies could result in an order to divest the offending foreign ownership, fines, denial of license renewal and/or license revocation proceedings against the licensee by the FCC, or denial of certain contracts from other United States Government Agencies.

Item 1B. Unresolved Staff Comments.

     None.

Item 2. Properties

     We own a facility containing approximately 122,000 square feet of space on approximately seven acres located at 45 Oser Avenue, Hauppauge, New York. This facility houses our principal offices, teleport facility and production facilities, as well as the offices and network operations center of GNSC. We also own a facility containing approximately 20,000 square feet of space on approximately three acres located in Laurel, Maryland, which houses the teleport facility and network operations center of GSM. We lease warehouse space in Hauppauge, New York and rent office space in Laurel, Maryland, Washington D.C., the United Kingdom, United Arab Emirates, Hong Kong and Afghanistan. We believe that our facilities are adequate for our current needs and for the foreseeable future; we also expect that suitable additional space will be available as needed.

Item 3. Legal Proceedings

     None.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     Our common stock is quoted on the Nasdaq Global Market under the symbol “GCOM.” The quarterly high and low sales prices of our common stock for fiscal 2008 and 2007 are as follows:

	High		Low
2008
Quarter ended September 30, 2007	$	14.96	$	11.37
Quarter ended December 31, 2007		16.49		9.28
Quarter ended March 31, 2008		12.00		7.77
Quarter ended June 30, 2008		10.53		8.20
2007
Quarter ended September 30, 2006		8.91		6.30
Quarter ended December 31, 2006		9.70		8.02
Quarter ended March 31, 2007		11.63		8.85
Quarter ended June 30, 2007		15.05		10.17

     At September 10, 2008, there were approximately 4,700 stockholders of record of our common stock, as shown in the records of our transfer agent.

     At the close of the Nasdaq Global Market on September 10, 2008, our market price per share was $10.01.

     As of June 30, 2008, we had not declared or paid dividends on our common stock since inception and we do not expect to pay dividends in the foreseeable future.

     The table below sets forth securities we have authorized for issuance under our equity compensation plans.

Equity Compensation Plan Information as of June 30, 2008

					Number of securities
					remaining available
	Number of				for future
	securities to be		Weighted-average		issuance under
	issued upon exercise		exercise price		equity compensation
	of outstanding		of outstanding		plans (excluding
	options, warrants		options, warrants		securities reflected
PLAN CATEGORY	and rights		and rights		in column (a))
	(a)		(b)		(c)
Equity compensation plan approved by security holders		1,655,373	$	8.38		609,400
Equity compensation plans not approved by security holders		—		—		—
Total		1,655,373	$	8.38		609,400

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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, 2003 through June 30, 2008 with the cumulative total return, assuming dividend reinvestment of $100 invested in the Nasdaq Global 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., ViaSat, Inc., and Telecommunication Systems Inc. In current report we added Telecommunication Systems Inc. to Peer Group(2) and removed Radyne Corporation to our peer group because Radyne Corporation was acquired and is now part of a larger corporation which is not consider a peer.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Globecomm Systems Inc., The NASDAQ Composite Index
And Two Peer Groups

*	$100 invested on 6/30/03 in stock and index-including reinvestment of dividends.
	Fiscal year ending June 30.

Item 6. Selected Financial Data

     Our selected consolidated financial data as of and for each of the five years in the period ended June 30, 2008 have been derived from our audited consolidated financial statements. EBITDA represents net income (loss) before interest income, interest expense, provision for income taxes, depreciation and amortization expense, gain on sale of investment, gain on sale of available-for-sale securities and gain on liquidation of foreign subsidiary. EBITDA does not represent cash flows defined by accounting principles generally accepted in the United States and does not necessarily indicate that our cash flows are sufficient to fund all of our cash needs. We disclose EBITDA since it is a financial measure commonly used in our industry. EBITDA is not meant to be considered a substitute or replacement for net income (loss) as prepared in accordance with accounting principles generally accepted in the United States. EBITDA may not be comparable to other similarly titled measures of other companies. We record an order in backlog when we receive a firm contract or purchase order, which identifies product quantities, sales price, service dates and delivery dates. Backlog represents the amount of unrecorded revenue on undelivered orders and services to be provided and a percentage of revenues from sales of products that have been shipped where installation has not been completed and final acceptance has not been received from the customer. Our backlog at any given time is not necessarily indicative of future period revenues.

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Selected Financial Data
(In thousands, except per share data)

	Years Ended June 30,
	2008			2007			2006		2005		2004
Statements of Operations Data:
Revenues from infrastructure solutions	$	133,634		$	114,612		$	97,967	$	90,656	$	73,305
Revenues from services		62,891			36,133			28,069		18,928		13,931
Total revenues		196,525			150,745			126,036		109,584		87,236
Costs and operating expenses:
Costs from infrastructure solutions		106,699			92,197			81,410		75,357		63,282
Costs from services		47,739			29,052			23,605		15,527		12,992
Selling and marketing		10,873			8,376			7,029		5,821		4,808
Research and development		1,913			1,451			1,052		1,021		1,328
General and administrative		15,888			12,297			9,589		7,596		6,529
Total costs and operating expenses		183,112			143,373			122,685		105,322		88,939
Income (loss) from operations		13,413			7,372			3,351		4,262		(1,703	)
Other income (expense):
Interest income		1,733			1,370			965		444		271
Interest expense		(285	)		(205	)		—		—		—
Gain on liquidation of foreign subsidiary		—			—			264		—		—
Gain on sale of available-for-sale securities		—			—			—		132		91
Gain on sale of investment		—			—			—		40		—
Income (loss) before income taxes		14,861			8,537			4,580		4,878		(1,341	)
(Benefit) provision for income taxes		(12,158	)		211			88		64		—
Net income (loss) from continuing operations	$	27,019		$	8,326		$	4,492	$	4,814	$	(1,341	)
Basic net income (loss) from continuing operations per common share	$	1.39		$	0.53		$	0.30	$	0.33	$	(0.10	)
Diluted net income (loss) from continuing operations per common share	$	1.34		$	0.50		$	0.29	$	0.32	$	(0.10	)
Weighted-average shares used in the calculation of basic net income (loss) from continuing operations per common share		19,476			15,795			15,001		14,422		13,346
Weighted-average shares used in the calculation of diluted net income (loss) from continuing operations per common share		20,140			16,672			15,608		14,966		13,346

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	Years Ended June 30,
	2008			2007			2006			2005			2004
Other Operating Data:
Net income (loss)	$	27,019		$	8,326		$	4,492		$	4,814		$	(1,341	)
Other (income) expense, net		(1,448	)		(1,165	)		(1,229	)		(616	)		(362	)
(Benefit) provision for income taxes		(12,158	)(a)		211			88			64			—
Depreciation and amortization		5,742			3,333			3,023			2,695			3,097
EBITDA	$	19,155		$	10,705		$	6,374		$	6,957		$	1,394
Cash flows provided by (used in) operating activities	$	9,207		$	14,357		$	(1,129	)	$	(3,926	)	$	1,613
Cash flows used in investing activities		(5,008	)		(36,877	)		(2,484	)		(1,070	)		(1,871	)
Cash flows provided by financing activities		21,642			23,566			2,531			2,347			6,421
Capital expenditures		5,008			17,808	(c)		2,484			3,303			1,267
Backlog at end of year		146,787			141,198			90,930			76,268			75,444

	June 30,
	2008			2007			2006		2005		2004
Balance Sheet Data:
Cash and cash equivalents	$	51,399	(b)	$	25,558		$	24,512	$	25,609	$	28,252
Working capital		79,009			37,251			43,695		36,520		30,052
Total assets		193,092			142,883			93,234		86,378		73,475
Long-term liabilities		957			13,568	(d)		353		670		987
Total stockholders’ equity		148,776			83,513			67,016		60,137		52,806

(a)	During fiscal 2008 we recorded a non-recurring tax benefit of $12.5 million primarily due to our recognition of a significant portion of our deferred tax assets through a reduction in our deferred tax asset valuation allowance. See Note 13 of the Notes to Consolidated Financial Statements.
(b)	The increase in cash at June 30, 2008 is due to approximately $36.4 million in net proceeds from an offering of equity securities completed in August and September 2007.
(c)	Capital expenditures of $17.8 million primarily related to the purchase of network operations center and teleport assets primarily for a large program with Showtime Network Inc. which service began on July 1, 2007. In addition, we upgraded our facility to meet the requirements of our increase in business levels.
(d)	The increase in long term liabilities at June 30, 2007 is primarily due to Acquisition Loan used to partially fund the acquisition of GlobalSat. The balance of the Acquisition Loan was repaid on September 26, 2007.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     You should read the following discussion of our financial condition and results of operations with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains, in addition to historical information, forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, based on our current expectations, assumptions, estimates and projections. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as, among others, our dependence on a limited number of contracts for a high percentage of our revenues and a significant reduction in revenues from the government marketplace. These risks and others are more fully described in the “Risk Factors” section and elsewhere in this Annual Report on Form 10-K. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Overview

     Our business is global and subject to technological and business trends in the telecommunications marketplace. We derive much of our revenue from government and government related entities (“government marketplace”) and developing countries. Our business is therefore affected by geopolitical developments involving areas of the world in which our customers are located, particularly in developing countries and areas of the world involved in armed conflicts.

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     The products and services we offer include: pre-engineered systems, systems design and integration services, managed network services and life cycle support services. To provide these products and services, we engineer all the necessary satellite and terrestrial facilities as well as provide the integration services required to implement those facilities. We also operate and maintain managed networks and provide life cycle support services on an ongoing basis. Our customers generally have network service requirements that include point-to-point or point-to-multipoint connections via a hybrid network of satellite and terrestrial facilities. In addition to the government marketplace, these customers are communications service providers, commercial enterprises and media and content broadcasters.

     Since our products and services are often sold into areas of the world which do not have fiber optic land-based networks, a substantial portion of our revenues are derived from, and are expected to continue to be derived from, developing countries. These countries carry with them more enhanced risks of doing business than in developed areas of the world, including the possibility of armed conflicts or the risk that more advanced land-based telecommunications will be implemented over time.

     In the year ended June 30, 2008, 19% of our revenues were derived from a U.S. Government agency. Although the identity of customers and contracts may vary from period to period, we have been, and expect to continue to be, dependent on revenues from a small number of customers or contracts in each period in order to meet our financial goals. From time to time these customers are located in developing countries or otherwise subject to unusual risks.

     Revenues related to contracts for infrastructure solutions and services have been fixed-price contracts in a majority of cases. Profitability of such contracts is subject to inherent uncertainties as to the cost of performance. In addition to possible errors or omissions in making initial estimates, cost overruns may be incurred as a result of unforeseen obstacles, including both physical conditions and unexpected problems encountered in engineering design and testing. Since our business is frequently concentrated in a limited number of large contracts, a significant cost overrun on any contract could have a material adverse effect on our business, financial condition and results of operations.

     Contract costs generally include purchased material, direct labor, overhead and other direct costs. Anticipated contract losses are recognized, as they become known. Costs from infrastructure solutions consist primarily of the costs of purchased materials (including shipping and handling costs), direct labor and related overhead expenses, project-related travel and living costs and subcontractor salaries. Costs from services consist primarily of satellite space segment charges, voice termination costs, network operations expenses and Internet connectivity fees. Satellite space segment charges consist of the costs associated with obtaining satellite bandwidth (the measure of capacity) used in the transmission of services to and from the satellites leased from operators. Network operations expenses consist primarily of costs associated with the operation of the network operations center on a twenty-four hour a day, seven day a week basis, including personnel and related costs and depreciation. Selling and marketing expenses consist primarily of salaries, travel and living costs for sales and marketing personnel. Research and development expenses consist primarily of salaries and related overhead expenses. General and administrative expenses consist of expenses associated with our management, finance, contract and administrative functions.

Critical Accounting Policies

     Certain of our accounting policies require judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate. Actual results may differ from these judgments under different assumptions or conditions. Our accounting policies that require management to apply significant judgment include:

Revenue Recognition

     We recognize revenue in accordance with Staff Accounting Bulletin No. 104 (“SAB 104”), Revenue Recognition, for our production-type contracts that are sold separately as standard satellite ground segment systems when persuasive evidence of an arrangement exists, the selling price is fixed or determinable, collectibility is reasonably assured, delivery has occurred and the contractual performance specifications have been met. Our standard satellite ground segment systems produced in connection with these contracts are typically short-term (less than twelve months in term) and manufactured using a standard modular production process. Such systems require less engineering, drafting and design efforts than our long-term complex production-type projects. Revenue is recognized on our standard satellite ground segment systems upon shipment and acceptance of factory performance testing which is when title transfers to the customer. The amount of revenues recorded on each standard production-type contract is reduced by the customer’s contractual holdback amount, which typically requires 10% to 30% of the contract value to be retained by the customer until installation and final acceptance is complete. The customer generally becomes obligated to pay 70% to 90% of the contract value upon shipment and acceptance of factory performance testing. Installation is not deemed to be essential to the

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functionality of the system since installation does not require significant changes to the features or capabilities of the equipment, does not require complex software integration and interfacing and we have not experienced any difficulties installing such equipment. In addition, the customer or other third party vendors can install the equipment. The estimated relative fair value of the installation services is determined by management, which is typically less than the customer’s contractual holdback percentage. If the holdback is less than the fair value of installation, we will defer recognition of revenues, determined on a contract-by-contract basis equal to the fair value of the installation services. Payments received in advance by customers are deferred until shipment and are presented as deferred revenues.

     We recognize revenue using the percentage-of-completion method of accounting upon the achievement of certain contractual milestones in accordance with Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, for our non-standard, complex production-type contracts for the production of satellite ground segment systems and equipment that are generally integrated into the customer’s satellite ground segment network. The equipment and systems produced in connection with these contracts are typically long-term (in excess of twelve months in term) and require significant customer-specific engineering, drafting and design effort in order to effectively integrate all of the customizable earth station equipment into the customer’s ground segment network. These contracts generally have larger contract values, greater economic risks and substantive specific contractual performance requirements due to the engineering and design complexity of such systems and related equipment. Progress payments received in advance by customers are netted against the inventories balance.

     The timing of our revenue recognition is primarily driven by achieving shipment, final acceptance or other contractual milestones. Project risks including project complexity, political and economic instability in certain regions in which we operate, export restrictions, tariffs, licenses and other trade barriers which may result in the delay of the achievement of revenue milestones. A delay in achieving a revenue milestone may negatively impact our results of operations.

Costs from Infrastructure Solutions

     Costs related to our production-type contracts and our non-standard, complex production-type contracts rely on estimates based on total expected contract costs. Typically, these contracts are fixed price projects. We use estimates of the costs applicable to various elements which we believe are reasonable. Our estimates are assessed continually during the term of these contracts and costs are subject to revisions as the contract progresses to completion. These estimates are subjective based on management’s assessment of project risk. These risks may include project complexity and political and economic instability in certain regions in which we operate. Revisions in cost estimates are reflected in the period in which they become known. A significant revision in an estimate may negatively impact our results of operations. In the event an estimate indicates that a loss will be incurred at completion, we record the loss as it becomes known.

Goodwill Impairment

     Goodwill represents the excess of the purchase price of businesses over the fair value of the identifiable net assets acquired. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other indefinite life intangible assets are no longer amortized, but instead tested for impairment at least annually. The impairment test for goodwill uses a two-step approach, which is performed at the reporting unit level. Step one compares the fair value of the reporting unit (calculated using a discounted cash flow method) to its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. Step two compares the carrying value of the reporting unit’s goodwill to its implied fair value (i.e., fair value of the reporting unit less the fair value of the unit’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as an impairment charge. The impairment test is dependent upon estimated future cash flows of the services segment. There have been no events during the year ended June 30, 2008 that resulted in any goodwill impairment.

Deferred tax assets

     Consistent with the provisions of SFAS No. 109, Accounting for Income Taxes, (“FAS 109”) we regularly estimate our ability to recover deferred income taxes, and report such deferred tax assets at the amount that is determined to be more-likely-than-not recoverable, and we have to estimate our income taxes in each of the taxing jurisdictions in which we operate. This process involves estimating our current tax expense together with assessing any temporary differences resulting from the different treatment of certain items, such as the timing for recognizing revenue and expenses for tax and accounting purposes. These differences may result in deferred tax assets and liabilities, which are included in our consolidated balance sheet.

     We are required to assess the likelihood that our deferred tax assets, which include net operating loss carry forwards and temporary differences that are expected to be deductible in future years, will be recoverable from future taxable income or other tax

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planning strategies. If recovery is not likely, we have to provide a valuation allowance based on our estimates of future taxable income in the various taxing jurisdictions, and the amount of deferred taxes that are ultimately realizable. The provision for current and deferred taxes involves evaluations and judgments of uncertainties in the interpretation of complex tax regulations. This evaluation considers several factors, including an estimate of the likelihood of generating sufficient taxable income in future periods, the effect of temporary differences, the expected reversal of deferred tax liabilities and available tax planning strategies.

     During the year ended June 30, 2008, based on positive evidence from our earnings trends, we recognized a portion of our deferred tax assets through a reduction in our deferred tax asset valuation allowance of approximately $12.5 million. As of June 30, 2007, we maintained a full valuation allowance against our deferred tax assets due to our prior history of pre-tax losses and uncertainty about the timing of and ability to generate taxable income in the future and our assessment that the realization of the deferred tax assets did not meet the “more likely than not” criterion under FAS 109. At June 30, 2008, we had a deferred tax valuation allowance of approximately $6.6 million primarily relating to $6.2 million from net operating losses related to excess stock based compensation expense deductions. If the remaining valuation allowance for the excess stock based compensation were to be reversed the amount would be recorded to additional paid in capital as it is attributable to the tax effects of excess compensation deductions from exercises of employee stock options.

     In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”), which clarifies the accounting for uncertainty in income tax positions. FIN 48 requires that the Company recognize in its financial statements the benefits of tax return positions if that tax position is more likely than not of being sustained on audit, based on its technical merits. The provisions of FIN 48 became effective as of July 1, 2007. The adoption of this pronouncement on July 1, 2007 did not have an impact on the financial statements of the Company.

Stock-Based Compensation

     We account for stock-based compensation in accordance with the fair value recognition provisions of SFAS No. 123R (revised 2004), Share-Based Payment, which is a revision of SFAS 123 (“SFAS 123R”). Under the fair value recognition provisions of FAS 123R, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the appropriate vesting period. Determining the fair value of stock-based awards at the grant date requires judgment, including estimating the expected term of stock options, and the expected volatility of our stock. In addition, judgment is required in estimating the amount of stock-based awards that are expected to be forfeited. If actual results differ significantly from these estimates or different key assumptions were used, it could have a material effect on our consolidated financial statements.

Allowances for Doubtful Accounts

     We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We assess the customer’s ability to pay based on a number of factors, including our past transaction history with the customer and the creditworthiness of the customer. An assessment of the inherent risks in conducting our business with foreign customers is also made since a significant portion of our revenues is international. Management specifically analyzes accounts receivable, historical bad debts, customer concentrations, customer creditworthiness and current economic trends. If the financial condition of our customers were to deteriorate in the future, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories

     Inventories consist primarily of work-in-progress from costs incurred in connection with specific customer contracts, which are stated at the lower of cost or market value. In assessing the realizability of inventories, we are required to make estimates of the total contract costs based on the various elements of the work-in-progress. It is possible that changes to these estimates could cause a reduction in the net realizable value of our inventories.

Recent Accounting Pronouncements

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 establishes a common definition for fair value under accounting principles generally accepted in the United States, establishes a framework for measuring fair value and expands disclosure requirements about such fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of adopting SFAS 157 on our financial statements.

     In December 2007, the FASB issued SFAS No. 141R, Business Combinations — revised (“SFAS 141R”). SFAS 141R provides additional guidance and standards for the acquisition method of accounting to be used for all business combinations. Charges

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for business combination transactions pursuant to SFAS 141R include, among others, expensing acquisition-related transaction costs as incurred, the recognition of contingent consideration arrangements at their acquisition date fair value and capitalization of in-process research and development assets acquired at their acquisition date fair value. FAS141R will be effective for all business combinations consummated beginning July 1, 2009.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115” (“SFAS 159”). This statement provides a fair value option election that allows companies to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and liabilities, with changes in fair value recognized in earnings as they occur. SFAS 159 permits the fair value option election on an instrument by instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. SFAS 159 is effective for fiscal years beginning after November 15, 2007. Accordingly, SFAS 159 is effective for us beginning on July 1, 2008.

Results of Operations

Fiscal Years Ended June 30, 2008 and 2007

     Our consolidated results of operations for the fiscal year ended June 30, 2008 include results of the GSM business which have been included in the services segment for the full year. In the fiscal year ended June 30, 2007, GSM business results include two months (May and June 2007) since the acquisition in May 2007.

     Revenues from Infrastructure Solutions. Revenues from infrastructure solutions increased by $19.0 million, or 16.6%, to $133.6 million for the fiscal year ended June 30, 2008 from $114.6 million for the fiscal year ended June 30, 2007. The increase in revenues was primarily driven by the increase in the systems design and integration services primarily due to a contract with a leading provider of telecommunication services in Asia and an increase pre-engineered systems product revenue in the government marketplace.

     Revenues from Services. Revenues from services increased by $26.8 million, or 74.1%, to $62.9 million for the fiscal year ended June 30, 2008 from $36.1 million for the fiscal year ended June 30, 2007. The increase in revenue was primarily due to the increase of $22.2 million of GSM revenue along with an increase within the content distribution services from a large program with Showtime Networks Inc. and an increase in the Internet and data services, partially offset by a decrease in life cycle support services in the government marketplace and a decrease in telephony services.

     Costs from Infrastructure Solutions. Costs from infrastructure solutions increased by $14.5 million, or 15.7%, to $106.7 million for the fiscal year ended June 30, 2008 from $92.2 million for the fiscal year ended June 30, 2007. The increase was attributable to the higher revenue base. The gross margin increase to 20.2% for the fiscal year ended June 30, 2008 compared to 19.6% for the fiscal year ended June 30, 2007 was mainly attributable to the increased revenue in the pre-engineered systems product line in the government marketplace.

     Costs from Services. Costs from services increased by $18.7 million, or 64.3%, to $47.7 million for the fiscal year ended June 30, 2008 from $29.1 million for the fiscal year ended June 30, 2007. Gross margin increased to 24.1% for the fiscal year ended June 30, 2008 compared to 19.6% for the fiscal year ended June 30, 2007. The increase in the margin was primarily driven by GSM revenue along with an increase in revenue within the content distribution services from a large program with Showtime Networks Inc., which has higher margin than the other service offerings. The increase in gross margin in the services segment has been a key driver in the increase in our consolidated income from operations. The future relationship between the revenue and margin growth of our operating segments will depend on a variety of factors, including the timing of major contracts, which are difficult to predict.

     Selling and Marketing. Selling and marketing expenses increased by $2.5 million, or 29.8%, to $10.9 million for the fiscal year ended June 30, 2008 from $8.4 million for the fiscal year ended June 30, 2007. The increase is a result of an increase in selling and marketing expenses incurred at GSM of $0.7 million along with an increase in salary and salary related expenses for additional marketing personnel pursuing business in the government marketplace and travel and living expenses related to marketing efforts exploring new markets.

     Research and Development. Research and development expenses increased by $0.5 million, or 31.8%, to $1.9 million for the fiscal year ended June 30, 2008 from $1.5 million for the fiscal year ended June 30, 2007. The increase was principally due to costs associated with expanding CDMA and GSM capabilities to enhance the cellular hosted switch offering.

     General and Administrative. General and administrative expenses increased by $3.6 million, or 29.2%, to $15.9 million for the fiscal year ended June 30, 2008 from $12.3 million for the fiscal year ended June 30, 2007. The increase in general and

26

administrative expenses for the fiscal year ended June 30, 2008 was due to an increase of $3.2 million at GSM and an increase in stock compensation expense.

     Interest Income. Interest income increased by $0.4 million, or 26.5%, to $1.7 million for the fiscal year ended June 30, 2008 from $1.4 million for the fiscal year ended June 30, 2007, due to the increase in cash from the proceeds of the Company’s follow-on equity offering in August and September 2007, which was offset by the decrease in interest rates.

     Interest Expense. Interest expense of $0.3 million for the fiscal year ended June 30, 2008 is a result of the term loan used to partially fund the acquisition of GlobalSat. On September 26, 2007, the Company repaid the principal balance of the acquisition term loan.

     Benefit for income taxes. During fiscal 2008 we recorded a non-recurring tax benefit of $12.5 million primarily due to our recognition of a significant portion of our deferred tax assets through a reduction in our deferred tax asset valuation allowance based on positive evidence from our earnings trends. In fiscal 2009 we expect our effective tax rate to be approximately 36%.

Fiscal Years Ended June 30, 2007 and 2006

     Our consolidated results of operations for the fiscal year ended June 30, 2007 include two months of results (May and June 2007) related to the acquisition of the GlobalSat business which are included in the services segment.

     Revenues from Infrastructure Solutions. Revenues from infrastructure solutions increased by $16.6 million, or 17.0%, to $114.6 million for the fiscal year ended June 30, 2007 from $98.0 million for the fiscal year ended June 30, 2006. The increase in revenues was primarily driven by the increase in the pre-engineered systems product line revenue in the government marketplace.

     Revenues from Services. Revenues from services increased by $8.1 million, or 28.7%, to $36.1 million for the fiscal year ended June 30, 2007 from $28.1 million for the fiscal year ended June 30, 2006. The increase in revenue was primarily due to $5.1 million of sales due to the acquisition of GlobalSat along with an increase in revenue within the life cycle support services due to an increase in the government marketplace and the sale of equipment and services to a major U.S. enterprise customer offset by a decrease in telephony services due to increased competition.

     Costs from Infrastructure Solutions. Costs from infrastructure solutions increased by $10.8 million, or 13.3%, to $92.2 million for the fiscal year ended June 30, 2007 from $81.4 million for the fiscal year ended June 30, 2006. The increase was attributable to the higher revenue base. The gross margin increase to 19.6% for the fiscal year ended June 30, 2007 compared to 16.9% for the fiscal year ended June 30, 2006 was mainly attributable to the increased revenue in the pre-engineered systems product line in the government marketplace, due to contracts with two customers with higher than our usual gross margins.

     Costs from Services. Costs from services increased by $5.4 million, or 23.1%, to $29.1 million for the fiscal year ended June 30, 2007 from $23.6 million for the fiscal year ended June 30, 2006. Gross margin increased to 19.6% for the fiscal year ended June 30, 2007 compared to 15.9% for the fiscal year ended June 30, 2006. The increase in the margin was primarily driven by the acquisition of GlobalSat along with in an increase in revenue within the life cycle support services which has higher margin than the other service offerings, partially offset by a decrease in the margin in telephony services due to increased competition.

     Selling and Marketing. Selling and marketing expenses increased by $1.3 million, or 19.2%, to $8.4 million for the fiscal year ended June 30, 2007 from $7.0 million for the fiscal year ended June 30, 2006. The increase is a result of an increase in salary and salary related expenses for additional marketing personnel pursuing business in the government marketplace, travel and living expenses related to marketing efforts exploring new markets and expenses related to the sales office in Afghanistan along with selling and marketing expenses incurred at GSM.

     Research and Development. Research and development expenses increased by $0.4 million, or 37.9%, to $1.5 million for the fiscal year ended June 30, 2007 from $1.1 million for the fiscal year ended June 30, 2006. The increase was principally due to costs associated with developing the next version of AxxSys^® Network Management System on the “.Net” operating system called AxxSys^® Orion and additional efforts enhancing the cellular hosted switch offering.

     General and Administrative. General and administrative expenses increased by $2.7 million, or 28.2%, to $12.3 million for the fiscal year ended June 30, 2007 from $9.6 million for the fiscal year ended June 30, 2006. The increase in general and administrative expenses for the fiscal year ended June 30, 2007 was due to an increase in fringe benefits primarily due to the increase in the Company’s pay for performance plan, the acquisition of GlobalSat and salary increases due to an increase in headcount.

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     Interest Income. Interest income increased by $0.4 million, or 42.0%, to $1.4 million for the fiscal year ended June 30, 2007 from $1.0 million for the fiscal year ended June 30, 2006, as a result of increased interest rates.

     Interest Expense. Interest expense of $0.2 million for the fiscal year ended June 30, 2007 is a result of the term loan used to partially fund the acquisition of GlobalSat.

     Gain on liquidation of foreign subsidiary. Gain on liquidation of foreign subsidiary for the fiscal year ended June 30, 2006 was due to the realization of the previously unrealized foreign exchange gain reported in other comprehensive income upon the liquidation of our UK subsidiary.

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Quarterly Results

     The following tables set forth unaudited consolidated financial information for each of the eight fiscal quarters in the period ended June 30, 2008. This information has been presented on the same basis as the audited consolidated financial statements appearing elsewhere in the Annual Report on Form 10-K, and we believe all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly the unaudited quarterly results of operations when read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The operating results for any quarter are not necessarily indicative of the operating results for any future period.

	Three Months Ended,
	June 30,			Mar. 31,		Dec. 31,		Sept. 30,			June 30,			Mar. 31,		Dec. 31,		Sept. 30,
	2008			2008		2007		2007			2007			2007		2006		2006
	(In thousands, except per share data)
Statement of Operations Data:
Revenues from infrastructure solutions	$	40,428		$	27,483	$	38,925	$	26,798		$	36,982		$	31,818	$	28,351	$	17,461
Revenues from services		16,016			15,809		15,522		15,544			12,206			7,299		8,370		8,258
Total revenues		56,444			43,292		54,447		42,342			49,188			39,117		36,721		25,719
Costs and operating expenses:
Costs from infrastructure solutions		32,692			21,388		31,435		21,184			29,695			25,225		23,202		14,075
Costs from services		12,428			12,178		12,027		11,106			9,358			6,131		6,976		6,587
Selling and marketing		3,163			2,457		2,728		2,525			2,545			2,290		1,766		1,775
Research and development		253			507		656		497			488			440		323		200
General and administrative		4,051			3,533		4,229		4,075			3,899			3,033		2,951		2,414
Total costs and operating expenses		52,587			40,063		51,075		39,387			45,985			37,119		35,218		25,051
Income from operations		3,857			3,229		3,372		2,955			3,203			1,998		1,503		668
Other income (expense):
Interest income		270			387		556		520			363			391		348		268
Interest expense		—			—		—		(285	)		(205	)		—		—		—
Income before income taxes		4,127			3,616		3,928		3,190			3,361			2,389		1,851		936
(Benefit) provision for income taxes		(12,726	)		193		208		167			89			57		45		20
Net income	$	16,853		$	3,423	$	3,720	$	3,023		$	3,272		$	2,332	$	1,806	$	916
Basic net income per common share	$	0.84		$	0.17	$	0.19	$	0.17		$	0.20		$	0.15	$	0.12	$	0.06
Diluted net income per common share	$	0.82		$	0.17	$	0.18	$	0.16		$	0.19		$	0.14	$	0.11	$	0.06
Weighted-average shares used in the calculation of basic net income per common share		20,063			20,036		19,992		17,829			16,324			16,045		15,601		15,219
Weighted-average shares used in the calculation of diluted net income per common share		20,578			20,610		20,868		18,815			17,332			16,954		16,489		15,834

     We may experience significant quarter-to-quarter fluctuations in our consolidated results of operations, which may result in volatility in the price of our common stock. See section entitled “Risk Factors.”

Liquidity and Capital Resources

     At June 30, 2008, we had working capital of $79.0 million, including cash and cash equivalents of $51.4 million, net accounts receivable of $52.1 million, inventories of $16.4 million, prepaid expenses and other current assets of $1.4 million and

29

deferred income taxes of $1.0 million, offset by $25.7 million in accounts payable, $10.0 million in deferred revenue, $5.8 million in accrued payroll and related fringe benefits and $1.9 million in accrued expenses and other current liabilities.

     Net cash provided by operating activities during the fiscal year ended June 30, 2008 was $9.2 million, which primarily related to: net income of $27.0 million; non-cash depreciation and amortization expense of $5.7 million primarily related to depreciation of the network operations center and satellite earth station equipment and amortization of intangibles related to the acquisition of the GSM business; an increase in accounts payable of $1.5 million relating to the increase in revenue and timing of vendor payments; a decrease in prepaid expenses and other current assets of $1.4 million due to the receipt of payment related to the working capital adjustment related to the acquisition of GlobalSat; offset by an increase in accounts receivable of $14.3 million due to the increase in revenues; and a non-cash increase in deferred income taxes of $12.5 million due to our recognition of a significant portion of our deferred tax assets through a reduction in our deferred tax asset valuation allowance.

     Net cash used in investing activities during fiscal year ended June 30, 2008 was $5.0 million which primarily related to the purchase of network operations center and teleport assets and the completion of the upgrade of our Hauppauge facility to meet the requirements of the increased business levels.

     Net cash provided by financing activities during fiscal year ended June 30, 2008 was $21.6 million, which related primarily to proceeds from the offering of $36.4 million and $1.1 million of proceeds from the exercise of stock options and warrants, partially offset by the repayment of the acquisition term loan of $15.8 million.

     In August and September 2007 we completed an offering of equity securities totaling $38,812,500 in gross proceeds. We sold 3,450,000 shares of common stock at a price of $11.25 per share. We incurred total expenses of approximately $2,412,000, of which approximately $2,135,000 represented underwriting discounts and commissions and approximately $277,000 represented other expenses which resulted in net proceeds of approximately $36,400,000.

     On January 25, 2008, we entered into a secured credit facility with Citibank, N.A, which expires on December 31, 2008. The credit facility is comprised of a $50 million borrowing base line of credit (the “Line”) and a foreign exchange line in the amount of $10 million. The Line includes the following sublimits: (a) $30 million available for standby letters of credit; (b) $20 million available for commercial letters of credit; (c) $25 million term line to be used for acquisitions; and (d) $7.5 million available for direct borrowings. Advances under the Line bear interest at the prime rate or LIBOR plus 175 basis points, at our discretion, and is collateralized by a first priority security interest on all of our assets. We are required to comply with various ongoing financial covenants, including with respect to the leverage ratio, liquidity ratio, minimum cash balance, debt service ratio and minimum capital base, with which we were in compliance at June 30, 2008. The credit facility is uncommitted and advances are subject to Citibank, N.A.’s approval. As of June 30, 2008, no borrowings were outstanding under this credit facility, however, there were standby letters of credit of approximately $7.6 million, which were applied against and reduced the amounts available under the credit facility.

     We lease satellite space segment services and other equipment under various operating lease agreements, which expire in various years through fiscal 2015. Future minimum lease payments due on these leases through June 30, 2009 are approximately $14.9 million.

     We expect that our cash and working capital requirements for operating activities will increase as we continue to implement our business strategy. Management anticipates additional working capital requirements for work in progress for orders as obtained and that we may periodically experience negative cash flows due to variances in quarter to quarter operating performance and if cash is used to fund any future acquisitions of complementary businesses, technologies and intellectual property. No acquisitions are currently at a stage which are probable of completion. We will use existing working capital and, if required, use our credit facility to meet these additional working capital requirements.

     Our future capital requirements will depend upon many factors, including the success of our marketing efforts in the infrastructure solutions and services business, the nature and timing of customer orders and the level of capital requirements related to the expansion of our service offerings. Based on current plans, we believe that our existing capital resources will be sufficient to meet working capital requirements at least through June 30, 2009. However, we cannot assure you that there will be no unforeseen events or circumstances that would consume available resources significantly before that time.

     Additional funds may not be available when needed and, even if available, additional funds may be raised through financing arrangements and/or the issuance of preferred or common stock or convertible securities on terms and prices significantly more favorable than those of the currently outstanding common stock, which could have the effect of diluting or adversely affecting the holdings or rights of our existing stockholders. If adequate funds are unavailable, we may be required to delay, scale back or eliminate some of our operating activities, including, without limitation, capital expenditures, research and development activities, the timing

30

and extent of our marketing programs, and we may be required to reduce headcount. We cannot assure you that additional financing will be available to us on acceptable terms, or at all.

Off-Balance Sheet Arrangements

     We have not entered into any off-balance sheet arrangements.

Contractual Obligations and Commercial Commitments

     At June 30, 2008, we had contractual obligations and commercial commitments as follows (in thousands):

	Payments Due by Period
			Less than 1						More than
Contractual Obligations	Total		year		1-3 years		4-5 years		5 years
Operating leases	$	20,209	$	14,884	$	3,996	$	1,045	$	284
Total contractual cash obligations	$	20,209	$	14,884	$	3,996	$	1,045	$	284
			Amount of Commitment Expiration Per Period
	Total Amounts		Less than 1						More than
Other Commercial Commitments	Committed		year		1-3 years		4-5 years		5 years
Standby letters of credit	$	7,613	$	6,051	$	162	$	1,400	$	—
Total commercial commitments	$	7,613	$	6,051	$	162	$	1,400	$	—

Related Party Transactions

     During January 2003, pursuant to a letter agreement, we combined the then outstanding loan and advances receivable from an individual who is a former executive officer and a current employee into a $0.3 million promissory note. Under the terms of the letter agreement we will forgive the outstanding principal and interest amounts due on the promissory note in five annual installments beginning in January 2004 so long as the former executive officer remains an employee, subject to the terms of the letter agreement. In March 2008, we forgave the fifth and final installment under the promissory note.

     In August and September 2007 we completed an offering of equity securities totaling $38,812,500 in gross proceeds. We sold 3,450,000 shares of common stock at a price of $11.25 per share. We incurred total expenses of approximately $2,412,000, of which approximately $2,135,000 represented underwriting discounts and commissions and approximately $277,000 represented other expenses which resulted in net proceeds of approximately $36,400,000. Stephens Inc. acted as a joint lead bookrunner in our offering. Because A. Robert Towbin serves on our Board of Directors and as an Executive Vice President and Managing Director of Stephens Inc., Stephens Inc. may be deemed to be an “affiliate” of Globecomm under Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. (“NASD”). Accordingly, the offering was made in compliance with the applicable provisions of Rule 2720, which require that the offering price of the common stock be no higher than that recommended by a “qualified independent underwriter, ” as defined in Rule 2720.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     We are subject to a variety of risks, including foreign currency exchange rate fluctuations relating to certain purchases from foreign vendors. In the normal course of business, we assess these risks and have established policies and procedures to manage our exposure to fluctuations in foreign currency values.

     Our objective in managing our exposure to foreign currency exchange rate fluctuations is to reduce the impact of adverse fluctuations in earnings and cash flows associated with foreign currency exchange rates. Accordingly, we may utilize from time to time foreign currency forward contracts to hedge our exposure on firm commitments denominated in foreign currency. At June 30, 2008, we had no significant outstanding foreign exchange contracts.

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     Our results of operations and cash flows are subject to fluctuations due to changes in interest rates primarily from our variable interest rate long term debt and from our investment of available cash balances in money market funds with portfolios of investment grade corporate and government securities. Under our current positions, we do not use interest rate derivative instruments to manage exposure to interest rate changes.

Item 8. Financial Statements and Supplementary Data

     The information required by this item is incorporated by reference to the Consolidated Financial Statements listed in Item 15(a) of Part IV of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     None

Item 9A. Controls and Procedures

     Evaluation of Disclosure Controls and Procedures. Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our Chief Executive Officer and the Chief Financial Officer have reviewed the effectiveness of our disclosure controls and procedures as of June 30, 2008 and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.

     Management’s Report on Internal Control Over Financial Reporting. Under Section 404 of the Sarbanes-Oxley Act of 2002, management is required to assess the effectiveness of the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d — 15(f) under the Exchange Act) as of the end of each fiscal year and to report, based on that assessment, whether the Company’s internal control over financial reporting is effective.

     Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Company’s financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

     Internal controls over financial reporting, no matter how well designed, have inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

     The Company’s management has assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2008. In making this assessment, the Company used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework.” These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company’s assessment included extensive documenting, evaluating and testing the design and operating effectiveness of its internal control over financial reporting.

     Based on the Company’s processes and assessment, as described above, management has concluded that, as of June 30, 2008, the Company’s internal control over financial reporting was effective.

     The effectiveness of the Company’s internal control over financial reporting as of June 30, 2008 has been audited by our independent auditors, as stated in their report, which appears in the “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting” on page F-2 of this Annual Report on Form 10-K.

     Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter (the fourth quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

     None

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

     Certain information in response to this item is incorporated herein by reference to “Election of Directors” and “Executive Officers” in Globecomm Systems Inc.’s Proxy Statement to be filed with the Securities and Exchange Commission (the “SEC”). Information on compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to “Section 16(a) Beneficial Ownership Reporting Compliance” in the Registrant’s Proxy Statement to be filed with the SEC.

Item 11. Executive Compensation

     Information in response to this item is incorporated herein by reference to “Executive Compensation Tables” in the Registrant’s Proxy Statement to be filed with the SEC.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     Information in response to this item is incorporated herein by reference to “Security Ownership” in the Registrant’s Proxy Statement to be filed with the SEC.

Item 13. Certain Relationships and Related Transactions, and Director Independence

     Information in response to this item is incorporated herein by reference to “Certain Relationships and Related Person Transactions” in the Registrant’s Proxy Statement to be filed with the SEC.

Item 14. Principal Accounting Fees and Services

     Information in response to this item is incorporated herein by reference to “Fees Paid to Independent Registered Public Accounting Firm” in the Registrant’s Proxy Statement to be filed with the SEC.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(A) (1) Index to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of June 30, 2008 and 2007	F-3
Consolidated Statements of Operations for the years ended June 30, 2008, 2007 and 2006	F-4
Consolidated Statements of Changes in Stockholders’ Equity for the years ended June 30, 2008, 2007 and 2006	F-5
Consolidated Statements of Cash Flows for the years ended June 30, 2008, 2007 and 2006	F-6
Notes to Consolidated Financial Statements	F-7

(2) Index to Consolidated Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts S-1

All other schedules for which provision is made in the applicable accounting regulation from the SEC are not required under the related instructions or are inapplicable and therefore have been omitted.

34

     (3) Index of Exhibits

Exhibit
No.
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
3.2	Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
4.2	See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws of the Registrant defining rights of holders of Common Stock of the Registrant (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1, File No. 333-22425 (the “Registration Statement”)).
10.1	Employment Agreement dated as of October 9, 2001 by and between the Registrant and David E. Hershberg (incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.2	Employment Agreement dated as of October 9, 2001 by and between the Registrant and Kenneth A. Miller (incorporated by reference to Exhibit 10.10 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.3	The Amended and Restated 1997 Stock Incentive Plan (incorporated by reference to Exhibit 99 of the Registrant’s Registration Statement on Form S-8 Registration, File No. 333-112351).
10.4	1999 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.8 of the Registrant’s Registration Statement on Form S-8, File No. 333-70527).
10.5	Rights Agreement, dated as of December 3, 1998, between the Registrant and American Stock Transfer and Trust Company, which includes the form of Certificate of Designation for the Series A Junior Participating Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4 of Registrant’s Current Report on Form 8-K, dated December 3, 1998).
10.6	Negotiable Promissory Note, dated April 1, 2001, between the Registrant and Donald G. Woodring (incorporated by reference to Exhibit 10.19 of the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2001).
10.7	Employment Agreement, dated as of October 9, 2001, by and between Stephen C. Yablonski and the Registrant (incorporated by reference to Exhibit 10.20 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.8	Employment Agreement, dated as of October 9, 2001, by and between Andrew C. Melfi and the Registrant (incorporated by reference to Exhibit 10.21 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.9	Employment Agreement, dated as of October 9, 2001, by and between Donald G. Woodring and the Registrant (incorporated by reference to Exhibit 10.22 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.10	Employment Agreement, dated as of October 9, 2001, by and between Paul J. Johnson and the Registrant (incorporated by reference to Exhibit 10.23 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.11	Employment Agreement, dated as of October 9, 2001, by and between Paul Eterno and the Registrant (incorporated by reference to Exhibit 10.24 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.12*	Settlement Agreement, dated as of October 1, 2002, by and between Loral SkynetÒ, a division of Loral SpaceCom Corporation and the Registrant (incorporated by reference to Exhibit 10.28 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2002).
10.13	Letter Agreement, dated as of January 31, 2003, by and between Donald G. Woodring and the Registrant (incorporated by reference to Exhibit 10.30 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended December 31, 2002).

35

Exhibit
No.
10.14	Term Loan Agreement dated May 2, 2007, by and between the Registrant and Citibank, N.A. (incorporated by reference to Exhibit 10.23 of the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2007).
10.15	2006 Incentive Stock Plan. (incorporated by reference to Appendix A of the Registrant’s Definitive proxy on schedule 14A, filed with the Commission on October 13, 2006).
10.16	Asset Purchase Agreement, dated May 2, 2007, by and between the Registrant and Lyman Bros., Inc. (incorporated by reference to Exhibit 2.1 of the Registrant’s Registration Statement on Form 8-K, file No. 000-22839).
10.17	Form of Securities Purchase Agreement, dated as of December 31, 2003, by and between the Registrant and each of the purchasers listed on Exhibit A thereto (incorporated herein by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-3, File No. 333-112024).
10.18	Form of Warrant, dated as of December 31, 2003, by and between the Registrant and each of the purchasers listed on Exhibit A thereto (incorporated herein by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-3, File No. 333-112024).
10.19	Credit Facility dated December 31, 2007, by and between the Registrant and Citibank, N.A. (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form 8-K, file No. 000-22839).
10.20	Amendment to Employment Agreement, dated as of May 15, 2008, by and between Andrew C. Melfi and the Registrant (filed herewith).
10.21**	Employment Agreement, dated as of April 23, 2007, by and between William Raney and the Registrant (filed herewith).
10.22**	Amendment to Employment Agreement, dated as of April 1, 2008, by and between William Raney and the Registrant (filed herewith).
10.23	Employment Agreement, dated as of June 30, 2008, by and between Keith Hall and the Registrant (filed herewith).
10.24	Employment Agreement, dated as of June 30, 2008, by and between Tom Coyle and the Registrant (filed herewith).
14	Registrant’s Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14 of the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2004).
21	Subsidiaries of the Registrant (filed herewith).
23	Consent of Independent Registered Public Accounting Firm (filed herewith).
31.1	Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended (filed herewith).
31.2	Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended (filed herewith).
32	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 (filed herewith).

*	Confidential treatment granted for portions of this agreement.
**	Portions of this agreement have been omitted and filed seperately with the secretary of the Securities and Exchange Commission pursuant to a confidential treatment request.

(B) Exhibits

     The response to this portion of Item 15 is submitted as a separate section of this report.

(C) Financial Statement Schedules

     The response to this portion of Item 15 is submitted as a separate section of this report.

36

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GLOBECOMM SYSTEMS INC.
Date: September 15, 2008	By:	/s/ DAVID E. HERSHBERG
		David E. Hershberg,
		Chairman of the Board and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ DAVID E. HERSHBERG  David E. Hershberg	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	9/15/08
/s/ ANDREW C. MELFI  Andrew C. Melfi	Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	9/15/08
/s/ RICHARD E. CARUSO  Richard E. Caruso	Director	9/15/08
/s/ HARRY L. HUTCHERSON Jr.  Harry L. Hutcherson Jr.	Director	9/15/08
/s/ BRIAN T. MALONEY  Brian T. Maloney	Director	9/15/08
/s/ JACK A. SHAW  Jack A. Shaw	Director	9/15/08
/s/ A. ROBERT TOWBIN  A. Robert Towbin	Director	9/15/08
/s/ C.J. WAYLAN  C.J. Waylan	Director	9/15/08

37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Globecomm Systems Inc.

     We have audited the accompanying consolidated balance sheets of Globecomm Systems Inc. (the “Company”) as of June 30, 2008 and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Globecomm Systems Inc. at June 30, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 30, 2008, in conformity with U.S. generally accepted accounting principles.

     As discussed in Note 2 to the consolidated financial statements, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, effective July 1, 2007.

     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Globecomm Systems Inc’s internal control over financial reporting as of June 30, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 10, 2008 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP  

Melville, New York
September 10, 2008

F-1

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

To the Board of Directors and Stockholders of
Globecomm Systems Inc.

     We have audited Globecomm Systems Inc.’s internal control over financial reporting as of June 30, 2008 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Globecomm Systems Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

     A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

     In our opinion, Globecomm Systems Inc. maintained, in all material respects, effective internal control over financial reporting as of June 30, 2008 based on the COSO criteria.

     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Globecomm Systems, Inc. as of June 30, 2008 and 2007 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2008 and our report dated September 10, 2008 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP  

Melville, New York
September 10, 2008

F-2

GLOBECOMM SYSTEMS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

	June 30,			June 30,
	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	51,399		$	25,558
Accounts receivable, net		52,106			38,378
Inventories		16,444			16,294
Prepaid expenses and other current assets		1,402			2,823
Deferred income taxes		1,017			—
Total current assets		122,368			83,053
Fixed assets, net		33,379			33,238
Goodwill		22,197			22,197
Intangibles, net		2,599			3,474
Deferred income taxes		11,496			—
Other assets		1,053			921
Total assets	$	193,092		$	142,883
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	25,650		$	24,170
Deferred revenues		10,004			9,792
Accrued payroll and related fringe benefits		5,848			6,037
Other accrued expenses		1,759			2,235
Deferred liabilities		98			256
Long term debt-current		—			3,312
Total current liabilities		43,359			45,802
Other liabilities		957			1,035
Long term debt		—			12,533
Commitments and contingencies
Stockholders’ equity:
Series A Junior Participating, shares authorized, shares issued and outstanding: none in 2008 and 2007		—			—
Common stock, $.001 par value, shares authorized: 50,000,000 at June 30, 2008 and 2007; shares issued: 20,695,466 at June 30, 2008 and 16,942,449 at June 30, 2007		21			17
Additional paid-in capital		182,083			143,843
Accumulated deficit		(30,547	)		(57,566	)
Treasury stock, at cost, 465,351 shares in 2008 and 2007		(2,781	)		(2,781	)
Total stockholders’ equity		148,776			83,513
Total liabilities and stockholders’ equity	$	193,092		$	142,883

See accompanying notes.

F-3

GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

	Years Ended June 30,
	2008			2007			2006
Revenues from infrastructure solutions	$	133,634		$	114,612		$	97,967
Revenues from services		62,891			36,133			28,069
Total revenues		196,525			150,745			126,036
Costs and operating expenses:
Costs from infrastructure solutions		106,699			92,197			81,410
Costs from services		47,739			29,052			23,605
Selling and marketing		10,873			8,376			7,029
Research and development		1,913			1,451			1,052
General and administrative		15,888			12,297			9,589
Total costs and operating expenses		183,112			143,373			122,685
Income from operations		13,413			7,372			3,351
Other income (expense):
Interest income		1,733			1,370			965
Interest expense		(285	)		(205	)		—
Gain on liquidation of foreign subsidiary		—			—			264
Income before income taxes		14,861			8,537			4,580
(Benefit) provision for income taxes		(12,158	)		211			88
Net income	$	27,019		$	8,326		$	4,492
Basic net income per common share	$	1.39		$	0.53		$	0.30
Diluted net income per common share	$	1.34		$	0.50		$	0.29
Weighted-average shares used in the calculation of basic net income per common share		19,476			15,795			15,001
Weighted-average shares used in the calculation of diluted net income per common share		20,140			16,672			15,608

See accompanying notes.

F-4

GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
YEARS ENDED JUNE 30, 2008, 2007 AND 2006
(In thousands)

										Accumulated
					Additional					Other								Total
	Common Stock				Paid-in		Accumulated			Comprehensive			Treasury Stock					Stockholders’
	Shares		Amount		Capital		Deficit			Income (Loss)			Shares		Amount			Equity
Balance at June 30, 2005		15,104	$	15	$	133,003	$	(70,384	)	$	284			465	$	(2,781	)	$	60,137
Proceeds from exercise of stock options		477		1		2,090		—			—			—		—			2,091
Stock compensation expense		—		—		115		—			—			—		—			115
Proceeds from exercise of warrants		80		—		440		—			—			—		—			440
Tax benefit from stock compensation plan		—		—		25		—			—			—		—			25
Comprehensive income:														—		—
Net income		—		—		—		4,492			—								4,492
Loss from foreign currency translation		—		—		—		—			(20	)		—		—			(20	)
Realized gain on liquidation of foreign subsidiary		—		—		—		—			(264	)		—		—			(264	)
Total comprehensive income																			4,208
Balance at June 30, 2006		15,661		16		135,673		(65,892	)		—			465		(2,781	)		67,016
Proceeds from exercise of stock options		1,002		1		6,436		—			—			—		—			6,437
Stock compensation expense		—		—		214		—			—			—		—			214
Grant of restricted shares		37		—		—		—			—			—		—			—
Proceeds from exercise of warrants		242		—		1,444		—			—			—		—			1,444
Tax benefit from stock compensation plan		—		—		76		—			—			—		—			76
Net income		—		—		—		8,326			—			—		—			8,326
Balance at June 30, 2007		16,942		17		143,843		(57,566	)		—			465		(2,781	)		83,513
Proceeds from exercise of stock options		168		—		976		—			—			—		—			976
Stock compensation expense		—		—		736		—			—			—		—			736
Grant of restricted shares		115		—		—		—			—			—		—			—
Proceeds from offering, net of issuance costs of $2,412		3,450		4		36,397		—			—			—		—			36,401
Proceeds from exercise of warrants		20		—		110		—			—			—		—			110
Tax benefit from stock compensation plan		—		—		21		—			—			—		—			21
Net income		—		—		—		27,019			—			—		—			27,019
Balance at June 30, 2008		20,695	$	21	$	182,083	$	(30,547	)	$	—			465	$	(2,781	)	$	148,776

F-5

GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Years Ended June 30,
	2008			2007			2006
Operating Activities:
Net income	$	27,019		$	8,326		$	4,492
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization		5,742			3,333			3,023
Provision for doubtful accounts		560			546			426
Deferred income taxes		(12,513	)		22			16
Stock compensation expense		736			214			115
Tax benefit from stock compensation plan		21			76			25
Gain on liquidation of foreign subsidiary		—			—			(264	)
Changes in operating assets and liabilities:
Accounts receivable		(14,288	)		(4,632	)		(8,569	)
Inventories		(150	)		(2,795	)		(174	)
Prepaid expenses and other current assets		1,421			103			(273	)
Other assets		(132	)		58			73
Accounts payable		1,480			4,258			3,471
Deferred revenues		212			1,235			(3,870	)
Accrued payroll and related fringe benefits		(189	)		2,961			699
Other accrued expenses		(476	)		30			(2	)
Other liabilities		(236	)		622			(317	)
Net cash provided by (used in) operating activities		9,207			14,357			(1,129	)
Investing Activities:
Purchases of fixed assets		(5,008	)		(17,808	)		(2,484	)
Acquisition of business net of cash received		—			(19,069	)		—
Net cash used in investing activities		(5,008	)		(36,877	)		(2,484	)
Financing Activities:
Proceeds from exercise of stock options		976			6,437			2,091
Proceeds from exercise of warrants		110			1,444			440
Proceeds from offering		36,401			—			—
Borrowings under acquisition loan		—			16,000			—
Repayments of debt		(15,845	)		(315	)		—
Net cash provided by financing activities		21,642			23,566			2,531
Effect of foreign currency translation on cash		—			—			(15	)
Net increase (decrease) in cash and cash equivalents		25,841			1,046			(1,097	)
Cash and cash equivalents at beginning of year		25,558			24,512			25,609
Cash and cash equivalents at end of year	$	51,399		$	25,558		$	24,512
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	404		$	86		$	—
Cash paid for income taxes		353			109			198

See accompanying notes.

F-6

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008

1. Organization and Description of Business

     Globecomm Systems Inc. (“Globecomm”) was incorporated in the State of Delaware on August 17, 1994. The Company’s core business provides end-to-end, value-added satellite-based communications solutions. This business supplies infrastructure solutions for satellite-based communications including hardware and software to support a wide range of satellite systems. The Company’s wholly-owned subsidiaries, Globecomm Network Services Corporation (“GNSC”) and Globecomm Services Maryland LLC (“GSM”) provide satellite communication services capabilities. In July 2008, Cachendo LLC, a wholly owned subsidiary, was formed to operate the professional engineering service business of Globecomm.

2. Significant Accounting Policies

Principles of Consolidation

     The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, GNSC, GSM and Globecomm Systems Europe Limited (collectively, the “Company”). On June 30, 2006, the Company liquidated the Globecomm Systems Europe Limited entity. All significant intercompany balances and transactions have been eliminated in consolidation.

Accounting Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

     The Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104 (“SAB 104”), Revenue Recognition, for its production-type contracts that are sold separately as standard satellite ground segment systems when persuasive evidence of an arrangement exists, the selling price is fixed or determinable, collectibility is reasonably assured, delivery has occurred and the contractual performance specifications have been met. The Company’s standard satellite ground segment systems produced in connection with these contracts are typically short-term (less than twelve months in term) and manufactured using a standard modular production process. Such systems require less engineering, drafting and design efforts than the Company’s long-term complex production-type projects. Revenue is recognized on the Company’s standard satellite ground segment systems upon shipment and acceptance of factory performance testing which is when title transfers to the customer. The amount of revenues recorded on each standard production-type contract is reduced by the customers’ contractual holdback amount, which typically requires 10% to 30% of the contract value to be retained by the customer until installation and final acceptance is complete. The customer generally becomes obligated to pay 70% to 90% of the contract value upon shipment and acceptance of factory performance testing. Installation is not deemed to be essential to the functionality of the system since installation does not require significant changes to the features or capabilities of the equipment, does not require complex software integration and interfacing and the Company has not experienced any difficulties installing such equipment. In addition, the customer or other third party vendors can install the equipment. The estimated relative fair value of the installation services is determined by management, which is typically less than the customer’s contractual holdback percentage. If the holdback is less than the fair value of installation, the Company will defer recognition of revenues, determined on a contract-by-contract basis equal to the fair value of the installation services. Payments received in advance by customers are deferred until shipment and are presented as deferred revenues in the accompanying consolidated balance sheets.

     The Company recognizes revenue using the percentage-of-completion method of accounting upon the achievement of certain contractual milestones in accordance with Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, for its non-standard, complex production-type contracts for the production of satellite ground segment systems and equipment that are generally integrated into the customers’ satellite ground segment network. The equipment and systems produced in connection with these contracts are typically long-term (in excess of twelve months in term) and require significant customer-specific engineering, drafting and design effort in order to effectively integrate all of the customizable earth station equipment into the customers’ ground segment network. These contracts generally have larger contract values, greater economic risks and substantive specific contractual performance requirements due to the engineering and design complexity of such systems and related equipment. Progress payments received in advance by customers are netted against the inventory balances in the accompanying consolidated balance sheets.

F-7

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

2. Significant Accounting Policies (continued)

     Contract costs generally include purchased material, direct labor, overhead and other direct costs. Anticipated contracted losses are recognized as they become known.

     Revenues from services consist of managed network services and lifecycle support services for a broad variety of communications applications. Service revenues are recognized ratably over the period in which services are provided. Payments received in advance of services are deferred until the period such services are provided and are presented as deferred revenues in the accompanying consolidated balance sheets.

Costs from Infrastructure Solutions

     Costs from infrastructure solutions consist primarily of the costs of purchased materials (including shipping and handling costs), direct labor and related overhead expenses, project-related travel and living costs and subcontractor salaries.

Costs from Services

     Costs from services relating to Internet-based services consist primarily of satellite space segment charges, Internet connectivity fees, voice termination costs and network operations expenses. Satellite space segment charges consist of the costs associated with obtaining satellite bandwidth (the measure of capacity) used in the transmission of services to and from the satellite leased from operators. Network operations expenses consist primarily of costs associated with the operation of the Network Operation Centers, on a twenty-four hour a day, seven-day a week basis, including personnel and related costs and depreciation.

Research and Development

     Research and development expenditures are expensed as incurred.

Inventories

     Inventories, which consist primarily of work-in-progress from costs incurred in connection with specific customer contracts, are stated at the lower of cost (using the first-in, first-out method of accounting) or market value. Progress payments received under long-term contracts are netted against inventories.

Cash Equivalents

     The Company classifies highly liquid financial instruments with a maturity, at the purchase date, of three months or less as cash equivalents.

Fixed Assets

     Fixed assets are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized and repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from three to twenty-five years. Amortization of leasehold improvements and leased equipment is calculated using the straight-line method over the shorter of the lease term or estimated useful life of the asset.

Fair Value of Financial Instruments

     The recorded amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values because of the short maturity of these instruments. The recorded amount of the Company’s debt approximates its fair value due to its variable interest rate.

F-8

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

2. Significant Accounting Policies (continued)

Stock-Based Compensation

     The Company accounts for stock based compensation in accordance with SFAS No. 123R (revised 2004), Share-Based Payment, which is a revision of SFAS 123 (“SFAS 123R”).

     The fair value of options granted under the Company’s 1997 and 2006 Plans was estimated at date of grant using a Black-Scholes option pricing model with the following assumptions for the years ended June 30, 2008, 2007 and 2006: weighted average risk-free interest rate of 3.7% (2008), 4.6% (2007) and 4.6% (2006), weighted average volatility factor of the expected market price of the Company’s common stock of .52 (2008), .57 (2007) and .65 (2006), no dividend yields and a weighted-average expected life of the options of four years.

     The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options under the Black-Scholes option valuation model.

Goodwill and Other Intangible Assets

     Goodwill represents the excess of the purchase price of businesses over the fair value of the identifiable net assets acquired. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other indefinite life intangible assets are no longer amortized, but instead tested for impairment at least annually. The impairment test for goodwill uses a two-step approach, which is performed at the reporting unit level. Step one compares the fair value of the reporting unit (calculated using a discounted cash flow method) to its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. Step two compares the carrying value of the reporting unit’s goodwill to its implied fair value (i.e., fair value of the reporting unit less the fair value of the unit’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as an impairment charge.

     The net carrying value of goodwill is approximately $22,197,000 at June 30, 2008 and 2007, which relates to the services reporting unit. The Company performs the goodwill impairment test annually in the fourth quarter. No impairment was noted on the goodwill and intangible assets at June 30, 2008.

     Intangibles subject to amortization consist of the following:

	June 30,		June 30,
	2008		2007
	(in thousands)
Customer relationships	$	3,000	$	3,000
Contracts backlog		640		640
Covenant not to compete		60		60
		3,700		3,700
Less accumulated amortization		1,101		226
Intangibles, net	$	2,599	$	3,474

     Amortization is calculated using the straight-line method over the estimated useful lives of the assets. The useful lives were estimated as 8 years, 8 months and 3 years for customer relationships, contracts backlog and the covenants not to compete, respectively. Amortization expense of approximately $875,000 and $226,000 was included in general and administrative expenses in the years ended June 30, 2008 and 2007.

F-9

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

2. Significant Accounting Policies (continued)

     Amortization expense for the next five years related to these intangible assets is expected to be as follows (in thousands):

2009	$	395
2010		392
2011		375
2012		375
2013		375

Long-Lived Assets

     For other than goodwill and indefinite life intangibles, when impairment indicators are present, the Company reviews the carrying value of its assets in determining the ultimate recoverability of their unamortized values using future undiscounted cash flows expected to be generated by the assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds the future discounted cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less cost to sell.

     The Company evaluates the periods of amortization in determining whether later events and circumstances warrant revised estimates of useful lives. If estimates are changed, the unamortized cost will be allocated to the increased or decreased number of remaining periods in the revised lives.

Income Taxes

     Deferred Tax Assets

     Consistent with the provisions of SFAS No. 109, Accounting for Income Taxes, (“FAS 109”) the Company regularly estimates the ability to recover deferred income taxes, and report such deferred tax assets at the amount that is determined to be more-likely-than-not recoverable, and estimate income taxes in each of the taxing jurisdictions in which the Company operates. This process involves estimating current tax expense together with assessing any temporary differences resulting from the different treatment of certain items, such as the timing for recognizing revenue and expenses for tax and accounting purposes. These differences may result in deferred tax assets and liabilities, which are included in the consolidated balance sheet. The Company is required to assess the likelihood that the deferred tax assets, which include net operating loss carry forwards and temporary differences that are expected to be deductible in future years, will be recoverable from future taxable income or other tax planning strategies. If recovery is not likely, a valuation allowance must be provided based on estimates of future taxable income in the various taxing jurisdictions, and the amount of deferred taxes that are ultimately realizable. The provision for current and deferred taxes involves evaluations and judgments of uncertainties in the interpretation of complex tax regulations. This evaluation considers several factors, including an estimate of the likelihood of generating sufficient taxable income in future periods, the effect of temporary differences, the expected reversal of deferred tax liabilities, and available tax planning strategies.

     Uncertainty in Tax Positions

     In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”), which clarifies the accounting for uncertainty in income tax positions. FIN 48 requires that the Company recognize in its financial statements the benefits of tax return positions if that tax position is more likely than not of being sustained on audit, based on its technical merits. The provisions of FIN 48 became effective as of July 1, 2007. The adoption of this pronouncement on July 1, 2007 did not have an impact on the financial statements of the Company.

     Unrecognized tax benefits at July 1, 2007 and June 30, 2008 which, if recognized in the future, would favorably impact the Company’s effective tax rate were not material. The Company records both accrued interest and penalties related to income tax matters, if any, in the provision for income taxes in the accompanying consolidated statements of operations. At July 1, 2007 and June 30, 2008, the Company had not accrued any amounts for the potential payment of penalties and interest.

F-10

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

2. Significant Accounting Policies (continued)

     The Company is subject to taxation in the U.S. and various state taxing jurisdictions. The Company’s federal tax returns for the 2005 through 2007 tax years remain subject to examination. The Company files in numerous state jurisdictions with varying statutes of limitation.

Product Warranties

     The Company offers warranties on its contracts, the specific terms and conditions of which vary depending upon the contract and work performed. Generally, a basic limited warranty, including parts and labor, is provided to customers for one year. The Company can recoup certain of these costs through product warranties it holds with its original equipment manufacturers, which typically are one year in term. Historically, warranty expense has been minimal, however, management periodically assesses the need for any additional warranty reserve.

Recent Accounting Pronouncements

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 establishes a common definition for fair value under accounting principles generally accepted in the United States, establishes a framework for measuring fair value and expands disclosure requirements about such fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS 157 on its financial statements.

     In December 2007, the FASB issued SFAS No. 141R, Business Combinations — revised (“SFAS 141R”). SFAS 141R provides additional guidance and standards for the acquisition method of accounting to be used for all business combinations. Changes for business combination transactions pursuant to SFAS 141R include, among others, expensing acquisition-related transaction costs as incurred, the recognition of contingent consideration arrangements at their acquisition date fair value and capitalization of in-process research and development assets acquired at their acquisition date fair value. SFAS141R will be effective for all business combinations consummated beginning July 1, 2009.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115” (“SFAS 159”). This statement provides a fair value option election that allows companies to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and liabilities, with changes in fair value recognized in earnings as they occur. SFAS 159 permits the fair value option election on an instrument by instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. SFAS 159 is effective for fiscal years beginning after November 15, 2007. SFAS 159 is effective for the Company beginning on July 1, 2008.

3. Acquisition

     On April 23, 2007, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Lyman Bros., Inc., a Utah corporation (“Lyman”), and GlobalSat, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Lyman Bros., Inc. (“GlobalSat”). The Purchase Agreement provides for the acquisition of substantially all of the assets and the assumption of certain liabilities of GlobalSat (the “Assets”), and the acquisition of 100% of the equity interests of Lyman Maryland Properties, LLC, a Utah limited liability company, and Turbo Logic Associates, LLC a Delaware limited liability company, each a wholly-owned subsidiary of Lyman, comprising the GlobalSat Division of Lyman Bros. The transaction closed on May 2, 2007.

     Pursuant to the terms of the Purchase Agreement, the Company acquired the GlobalSat Division from Lyman for a purchase price of $18.5 million in cash. The purchase price was partially funded through a $16 million acquisition term loan provided by Citibank, N.A.

     GlobalSat was a privately held global provider of satellite-based telecommunications services. Headquartered in metropolitan Washington D.C., it employed approximately 70 employees worldwide of which a majority are U.S. Government cleared and had a high concentration of recurring service revenues in the government marketplace.

F-11

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

3. Acquisition (continued)

     The Company has accounted for the acquisition as a purchase under the purchase method of accounting, the assets and liabilities of GlobalSat are recorded as of the acquisition date at their respective fair values and consolidated with those of the Company. The excess of the purchase price over the net assets acquired recorded as goodwill and other intangible assets of approximately $18,693,000 is deductible for income tax purposes over 15 years.

     The purchase price allocation, which includes approximately $677,000 in transaction related costs, was as follows (in thousands):

Total current assets	$	5,848
Fixed assets		3,027
Other assets		19
Goodwill		14,993
Customer relationships		3,000
Contracts backlog		640
Covenant not to compete		60
Liabilities		(8,362	)
Total Purchase Price	$	19,225

     The following unaudited pro forma information assumes that the acquisitions occurred on July 1 of each year presented, after giving effect to certain adjustments, including amortization of intangibles, increased interest expense on the acquisition note, decrease in interest income due to use of cash to partially fund acquisition, and income tax adjustments. The pro forma results are not necessarily indicative of the results of operations that would actually have occurred had the transaction taken place on the dates indicated or of the results that may occur in the future:

	Years Ended June 30,
	2007		2006
	(in thousands)
	(unaudited)
Revenues	$	169,069	$	146,070
Net income	$	8,736	$	4,882
Basic net income per common share	$	0.55	$	0.33
Diluted net income per common share	$	0.52	$	0.31

4. Accounts Receivable

     Accounts receivable include amounts billed but not paid by customers pursuant to retainage provisions in connection with infrastructure solutions contracts. At June 30, 2008, there was approximately $3,277,000 billed but not paid by customers under retainage provisions in connection with long-term contracts. Such balances are included in accounts receivable in the accompanying consolidated balance sheets. Based on the Company’s experience with similar contracts in recent years, billed receivables relating to long-term contracts are expected to be collected within one year.

F-12

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

5. Inventories

     Inventories consist of the following:

	June 30,		June 30,
	2008		2007
	(In thousands)
Raw materials and component parts	$	187	$	230
Work-in-progress		20,183		17,507
		20,370		17,737
Less progress payments		3,926		1,443
	$	16,444	$	16,294

6. Fixed Assets

     Fixed assets consist of the following:

	June 30,		June 30,
	2008		2007		Depreciable life
	(In thousands)
Land	$	2,116	$	2,116	—
Building and improvements		13,689		8,037	10-25 years
Computer equipment		4,427		3,743	3-5 years
Machinery and equipment		4,539		3,926	3-5 years
Network operations center		21,860		13,137	3-10 years
Satellite earth station equipment		13,136		9,838	10 years
Furniture and fixtures		1,829		1,576	5 years
Leasehold improvements		337		63	Shorter of lease term or estimated life
Construction-in-progress		—		14,489	—
		61,933		56,925
Less accumulated depreciation and amortization		28,554		23,687
	$	33,379	$	33,238

7. Long Term Debt

     There was no debt outstanding as of June 30, 2008. As of June 30, 2007 debt consisted of the following (in thousands):

Acquisition Loan	$	15,733
Other note at 7% interest due November 2007		112
		15,845
Less current portion		3,312
Long term debt	$	12,533

     The purchase of GSM was funded, in part, through a five-year $16.0 million acquisition term loan (“Acquisition Loan”) provided by Citibank, N.A on May 2, 2007. The Acquisition Loan bore interest at the prime rate or LIBOR plus 225 basis points (7.6% during fiscal 2007), at the Company’s discretion, and was collateralized by a first priority security interest on all of the Company’s assets, including the GSM assets. In addition, the Acquisition Loan contained certain financial and other covenants, monthly reporting provisions and other requirements, with which the Company was in compliance with at June 30, 2007. The balance was payable in equal monthly installments of approximately $267,000. On September 26, 2007, the Company repaid the remaining balance of $14.9 million.

F-13

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

7. Long Term Debt (continued)

Line of Credit

     On January 25, 2008, the Company entered into a secured credit facility with Citibank, N.A, which expires on December 31, 2008. The credit facility is comprised of a $50 million borrowing base line of credit (the “Line”) and a foreign exchange line in the amount of $10 million. The Line includes the following sublimits: (a) $30 million available for standby letters of credit; (b) $20 million available for commercial letters of credit; (c) $25 million term line to be used for acquisitions; and (d) $7.5 million available for direct borrowings. Advances under the Line bear interest at the prime rate or LIBOR plus 175 basis points, at the discretion of the Company, and are collateralized by a first priority security interest on all of the assets of the Company. The Company is required to comply with various ongoing financial covenants, including with respect to the Company’s leverage ratio, liquidity ratio, minimum cash balance, debt service ratio and minimum capital base, with which the Company was in compliance at June 30, 2008. The credit facility is uncommitted and advances are subject to Citibank, N.A.’s approval. As of June 30, 2008, no borrowings were outstanding under this credit facility, however, there were standby letters of credit of approximately $7.6 million, which were applied against and reduced the amounts available under the credit facility.

8. Common Stock

Private Placement

     On December 31, 2003, the Company completed a private placement transaction of equity securities and issued warrants to purchase up to 750,000 shares of common stock at an exercise price of $5.50 per share. The warrants became exercisable on July 1, 2004 and will expire on December 31, 2008. At June 30, 2008, warrants to purchase 212,500 shares of the Company’s common stock noted above are outstanding and exercisable.

Offering

     During the three months ended September 30, 2007, the Company completed an offering of equity securities totaling $38,812,500 in gross proceeds. The Company sold 3,450,000 shares of common stock at a price of $11.25 per share. Expenses incurred totaled approximately $2,412,000, of which approximately $2,135,000 represented underwriting discounts and commissions and approximately $277,000 represented other expenses which resulted in net proceeds of approximately $36,400,000. Stephens Inc. acted as a joint lead bookrunner in the offering. Because A. Robert Towbin serves on the Company’s Board of Directors and as an Executive Vice President and Managing Director of Stephens Inc., Stephens Inc. may be deemed to be an “affiliate” of Globecomm under Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. Accordingly, the offering was made in compliance with the applicable provisions of Rule 2720, which require that the offering price of the common stock be no higher than that recommended by a “qualified independent underwriter,” as defined in Rule 2720.

9. Stock Incentive and Stock Purchase Plans

     On November 22, 2006, the Company’s Board of Directors authorized, and the stockholders subsequently approved, the 2006 Stock Incentive Plan (“2006 Plan”), which provides for grants of stock options or restricted stock awards to employees, directors and consultants of the Company for an aggregate of 850,000 shares of the Company’s common stock. At June 30, 2008, the number of remaining options available for grant under the 2006 Plan was 609,400.

     On February 26, 1997, the Company’s Board of Directors authorized, and the stockholders subsequently approved, the 1997 Stock Incentive Plan (“1997 Plan”), which authorized the granting to employees, directors and consultants of the Company options to purchase an aggregate of 2,280,000 shares of the Company’s common stock. In November 2000 and 2001, the Company’s stockholders approved amendments to the 1997 Plan whereby the number of shares authorized for issuance under the 1997 Plan increased by 800,000 shares in fiscal 2001 and 2002. In November 2004, the Company’s stockholders approved amendments to the 1997 Plan whereby the number of shares authorized for issuance under the 1997 Plan increased by 1,000,000 shares. On November 22, 2006, the Company terminated the 1997 Plan and cancelled all remaining unissued shares totaling approximately 1,311,000. No new options can be granted from the 1997 Plan.

F-14

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

9. Stock Option and Stock Purchase Plans (continued)

     Options granted under the 1997 Plan and 2006 Plan may be either incentive or non-qualified stock options. The exercise price of an option shall be determined by the Company’s Board of Directors or compensation committee of the board at the time of grant, however, in the case of an incentive stock option the exercise price may not be less than 100% of the fair market value of such stock at the time of the grant, or less than 110% of such fair market value in the case of options granted to a 10% owner of the Company’s stock.

     Employee options generally vest annually in equal installments over a four-year period and expire on the tenth anniversary of the date of grant. Director options granted upon initial election to the Board of Directors vest one third on the grant date and an additional one third on each of the next two succeeding anniversaries of the date of grant. Each additional annual grant vests immediately. All director options expire the earlier of ten years from the date of grant or one year from concluding service as a director of the Company. Restricted stock awards vest annually in equal installments over a three-year period.

     The following table summarizes the Company’s stock option activity (in thousands, except per share amounts):

	Years Ended June 30,
	2008					2007					2006
				Weighted-					Weighted-					Weighted-
	Shares			Average		Shares			Average		Shares			Average
	Under			Exercise		Under			Exercise		Under			Exercise
	Option			Price		Option			Price		Option			Price
Balance, beginning of year		1,863		$	8.32		2,809		$	7.55		3,258		$	7.16
Grants		58			13.08		94			10.86		79			6.90
Exercised		(168	)		5.81		(1,002	)		6.42		(477	)		4.38
Canceled		(98	)		14.36		(38	)		7.52		(51	)		11.58
Balance, end of year		1,655			8.38		1,863			8.32		2,809			7.55
Exercisable, end of year		1,578		$	8.24		1,782		$	8.22		2,760		$	7.55
Weighted-average fair value options granted during the year				$	5.82				$	5.26				$	3.77

     The following table summarizes information about stock options outstanding at June 30, 2008 (in thousands, except per share amounts):

	Options Outstanding						Options Exercisable
			Weighted-
			Average		Weighted-				Weighted-
Range of			Remaining		Average				Average
Exercise	Number		Contractual		Exercise		Number		Exercise
Price	Outstanding		Life (Years)		Price		Exercisable		Price
$1.47 - $1.47		2		5.5	$	1.47		2	$	1.47
$3.14 - $4.42		434		4.5		3.79		434		3.79
$5.06 - $7.49		686		3.9		6.61		672		6.60
$7.75 - $11.57		228		3.5		9.88		205		9.92
$11.75 - $14.80		140		5.9		12.92		100		12.60
$18.88 - $28.00		165		1.5		22.01		165		22.01
		1,655		3.9	$	8.38		1,578	$	8.24

     Restricted stock granted under the 2006 Plan totaled 115,000 and 37,000 shares in the years ended June 30, 2008 and 2007. The weighted average grant date fair value of restricted stock granted in during the years ended June 30, 2008 and 2007 was $12.41 and $13.61. As of June 30, 2008 there was approximately $1,477,000 of unrecognized compensation cost related to non-vested stock-based compensation related to the restricted shares. The cost is expected to be recognized over a weighted-average period of 2.4 years.

F-15

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

9. Stock Option and Stock Purchase Plans (continued)

     The Company has reserved approximately 2,617,000 shares of its common stock for issuance upon exercise of all available and outstanding options, warrants, and unvested restricted shares at June 30, 2008.

     On September 23, 1998, the Board of Directors adopted, and the stockholders subsequently approved, the 1999 Employee Stock Purchase Plan (“1999 Plan”). Pursuant to the 1999 Plan, 400,000 shares of the Company’s common stock will be reserved for issuance. The 1999 Plan is intended to provide eligible employees of the Company, and its participating affiliates, the opportunity to acquire an interest in the Company at the lesser of 85% of fair market value at date of grant or date of purchase through participation in the payroll-deduction based employee stock purchase plan. The Board of Directors suspended the 1999 Plan effective July 1, 2005 due to the impact on the Company’s operating results due to the adoption of SFAS 123R. At June 30, 2008, the number of remaining shares available for issuance under the 1999 Plan was 121,321.

10. Basic and Diluted Net Income Per Common Share

     The Company computes net income per share in accordance with the provisions of SFAS No. 128, Earnings Per Share. Basic net income per common share is computed by dividing the net income for the period by the weighted-average number of common shares outstanding for the period. For diluted net income per common share, the weighted average shares include the incremental common shares issuable upon the exercise of stock options and warrants and unvested restricted shares (using the treasury stock method). The incremental common shares for stock options, warrants and unvested restricted shares are excluded from the calculation of diluted net income per share, if their effect is anti-dilutive. Diluted net income per share for the years ended June 30, 2008, 2007 and 2006, excludes the effect of approximately 450,000, 430,000, and 1,407,000 stock options, warrants and unvested restricted shares in the calculation of the incremental common shares, respectively, as their effect would have been anti-dilutive.

11. Retirement Plan

     The Company maintains a 401(k) plan, which covers substantially all employees of the Company. Participants may elect to contribute from 1% to 75% of their pre-tax compensation, subject to elective deferral limitations under Section 403 of the Internal Revenue Code. The plan allows for a matching contribution equal to the discretionary percentage of a participating employee not to exceed 4% of their compensation by the Company. The Company contributed approximately $881,000, $640,000, and $547,000 to the 401(k) plan during the years ended June 30, 2008, 2007 and 2006, respectively. In addition, the plan also provides for discretionary profit sharing contributions by the Company. There were no discretionary profit sharing contributions made by the Company during the years ended June 30, 2008, 2007 and 2006.

12. Related Party Transactions

     During fiscal 2001, the Company advanced $200,000 to a former executive officer of the Company. The Company received a promissory note payable on December 31, 2002 for this advance, which bore interest at an annual rate of 5.0% payable quarterly. During fiscal 2002, the Company increased the $200,000 loan to $300,000 and amended the promissory note accordingly. During fiscal 2003, this former executive officer resigned from the board of directors and pursuant to a letter agreement (the “agreement”) the Company consolidated the then outstanding loan and advances receivable from this former executive officer and current employee of the Company into a $321,000 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 so long as the former executive officer remains an employee of the Company, subject to the terms of the agreement. The remaining principal balance of $65,000 was forgiven in March 2008.

F-16

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

13. Income Taxes

     The Company computes income taxes using the liability method. Accordingly, deferred tax assets and liabilities are recognized for estimated future tax consequences attributable to the differences between the carrying amount of the assets and liabilities for financial statement and income tax purposes. The deferred tax assets and liabilities are determined by using enacted tax laws and rates in effect when the differences are expected to reverse. Net deferred tax assets are recorded when it is more likely than not that such tax benefits will be realized.

     Significant components of the Company’s deferred tax assets (liabilities) are as follows:

	June 30, 2008			June 30, 2007
	(In thousands)
Deferred tax assets:
Net operating loss carryforwards	$	17,239		$	24,631
Accruals and reserves		1,391			1,336
Write-down of investments		383			426
AMT tax credit		659			333
Capital loss carryforwards		—			540
Projects in progress		240			150
		19,912			27,416
Valuation allowance for deferred tax assets		(6,561	)		(26,466	)
		13,351			950
Deferred tax liabilities:
Depreciation and amortization		(838	)		(950	)
Net deferred tax assets	$	12,513		$	—

     During fiscal 2008, 2007 and 2006, the Company recorded a tax (benefit) provision of approximately $(12,158,000), $211,000 and $88,000, respectively. Information pertaining to the Company’s (benefit) provision for income taxes is as follows:

	Years Ended June 30,
	2008			2007		2006
	(in thousands)
Current:
Federal	$	340			189		78
State		15			22		10
		355			211		88
Deferred:
Federal		(11,680	)		—		—
State		(833	)		—		—
		(12,513	)		—		—
Total (benefit) provision for income taxes	$	(12,158	)		211		88

     For the year ended June 30, 2008, the Company’s deferred tax asset valuation allowance decreased by approximately $19,905,000 in response to positive evidence which developed during fiscal 2008 from the Company’s updated assessments as to the Company’s ability to realize benefits of its deferred tax assets, based primarily upon its expectations for future taxable income.

     As of June 30, 2008, the deferred tax asset valuation allowance of approximately $6,561,000 relates to net operating losses related to excess stock based compensation expense deductions of approximately $6,178,000 and write-down of investments of approximately $383,000. If the remaining valuation allowance were to be reversed, approximately $6,178,000 would be allocated to additional paid-in-capital as such amounts are attributable to the tax effects of excess compensation deductions from exercises of employee stock options. The remainder of the valuation allowance of approximately $383,000 would reduce income tax expense.

     For the years ended June 30, 2008, 2007 and 2006, the valuation allowance decreased by approximately $19,905,000, $2,492,000, and $1,968,000, respectively.

F-17

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

13. Income Taxes (continued)

     At June 30, 2008, the Company had federal net operating loss carryforwards of approximately $46,446,000 which will expire at various dates beginning in 2020 through 2024, if not utilized.

     At June 30, 2008, the Company also had federal alternative minimum tax credit carryforwards of approximately $659,000, which may be carried forward indefinitely.

     The reconciliations of tax (benefit) provision computed at the U.S. federal statutory tax rates to the effective income tax rates on pre-tax income are as follows:

	Years Ended June 30,
	2008			2007			2006
U.S. Federal statutory rate		35	%		34	%		34	%
Other		2			4			3
Change in valuation allowance		(119	)		(36	)		(35	)
		(82	)%		2	%		2	%

14. Segment Information

     The Company operates through two business segments. Its infrastructure solutions segment, through Globecomm Systems Inc. is engaged in the design, assembly and installation of ground segment systems and networks. Its services segment, through GNSC and GSM, provides satellite communication services capabilities.

     The Company’s reportable segments are business units that offer different products and services. The reportable segments are each managed separately because they provide distinct products and services.

     The following is the Company’s business segment information as of June 30, 2008 and 2007 and for the years ended June 30, 2008, 2007 and 2006:

	Years Ended June 30,
	2008			2007			2006
	(In thousands)
Revenues:
Infrastructure solutions	$	134,712		$	114,642		$	99,136
Services		63,408			36,628			29,273
Intercompany eliminations		(1,595	)		(525	)		(2,373	)
Total revenues	$	196,525		$	150,745		$	126,036
Income from operations:
Infrastructure solutions	$	7,315		$	4,790		$	2,370
Services		6,091			2,506			837
Interest income		1,733			1,370			965
Gain on liquidation of foreign subsidiary		—			—			264
Interest expense		(285	)		(205	)		—
Intercompany eliminations		7			76			144
Income before income taxes	$	14,861		$	8,537		$	4,580
Depreciation and amortization:
Infrastructure solutions	$	2,027		$	1,327		$	1,201
Services		3,761			2,065			1,893
Intercompany eliminations		(46	)		(59	)		(71	)
Total depreciation and amortization	$	5,742		$	3,333		$	3,023

F-18

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

14. Segment Information (continued)

	Years Ended June 30,
	2008		2007		2006
	(In thousands)
Expenditures for long-lived assets:
Infrastructure solutions	$	1,990	$	8,875	$	1,410
Services		3,018		8,933		1,074
Total expenditures for long-lived assets	$	5,008	$	17,808	$	2,484

	June 30,			June 30,
	2008			2007
	(in thousands)
Assets:
Infrastructure solutions	$	216,023		$	183,988
Services		46,358			29,735
Intercompany eliminations		(69,289	)		(70,840	)
Total assets	$	193,092		$	142,883

15. Significant Customers and Concentrations of Credit Risk

     The Company designs, assembles and installs infrastructure solutions for customers in diversified geographic locations. Credit risk with respect to accounts receivable is concentrated due to the limited number of customers. The timing of cash realization is determined based upon the contract or service agreements with the customers. The Company performs ongoing credit evaluations of its customers’ financial condition and in some cases requires a letter of credit or cash in advance for foreign customers. The Company evaluates the collectibility of accounts receivable based on numerous factors, including past transaction history with customers and their credit worthiness. The Company’s estimate of its allowance for doubtful accounts is periodically adjusted when the Company becomes aware of a specific customer’s inability to meet its financial obligations, or as a result of changes in the overall aging of accounts receivable. Allowances related to accounts receivable at June 30, 2008 and 2007, were approximately $834,000, and $1,113,000, respectively.

     The Company’s consolidated revenues for the years ended June 30, 2008, 2007 and 2006 included: one customer which accounted for 19% of the Company’s consolidated revenue; two customers which accounted for 17% and 11% of the Company’s consolidated revenue; and one customer which accounted for 11% of the Company’s consolidated revenue, respectively.

     Revenues earned from infrastructure solutions are attributed to the geographic location to which the equipment is shipped. Revenues earned from services are attributed to the geographic location in which the services are being provided. Revenues attributed to the United States for the years ended June 30, 2008, 2007 and 2006 were 52%, 48% and 35%. Revenues from foreign sales as a percentage of total consolidated revenues are as follows:

	Years Ended June 30,
	2008			2007			2006
Africa		5	%		7	%		13	%
North and South America		3	%		10	%		5	%
Asia		15	%		4	%		8	%
Europe		4	%		7	%		17	%
Middle East		21	%		24	%		22	%
		48	%		52	%		65	%

     The Company places its cash and cash equivalents with high quality financial institutions. Substantially all cash and cash equivalents are held in one financial institution at June 30, 2008 and 2007. Cash equivalents are comprised of short-term debt instruments and certificates of deposit of direct or guaranteed obligations of the United States, which are held to maturity and approximate fair market value. Cash and cash equivalents is in excess of Federal Deposit Insurance Company insurance limits.

F-19

GLOBECOMM SYSTEMS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

16. Commitments and Contingencies

Lease Commitments

     The Company currently leases satellite space segment services, office space, teleport services and other equipment under various operating leases, which expire in various years through 2015. As leases expire, it can be expected that in the normal course of business they will be renewed or replaced.

     Future minimum lease payments under non-cancelable operating leases with terms of one year or more consist of the following at June 30, 2008 (in thousands):

2009	$	14,884
2010		3,059
2011		937
2012		726
2013		319
Thereafter		284
	$	20,209

     Rent expense for satellite space segment services, office space, teleport services, and other equipment was approximately $18,694,000, $11,704,000 and $10,360,000 for years ended June 30, 2008, 2007 and 2006, respectively.

Employment Agreements

     The Company has entered into employment agreements with nine individuals. The Company will have certain obligations to these individuals if they are terminated. Each employment agreement renews automatically for additional terms of one year, unless either party provides written notice to the other party of its intention to terminate the agreement. The Board of Directors approved annual salaries for these individuals of an aggregate amount of approximately $2,595,000 for fiscal 2008.

17. Subsequent Event

     The President of the Company passed away on July 20, 2008, which resulted in the immediate vesting of all of his outstanding restricted stock according to Company’s 2006 Stock Incentive Plan. This will result in a one-time charge of approximately $633,000 in the statement of operations for three months ending September 30, 2008. The Company is also a beneficiary to a life insurance policy with a value of $500,000 which will result in a net impact of approximately $133,000 to the results of operations for fiscal year ending June 30, 2009.

F-20

GLOBECOMM SYSTEMS INC.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

	Balance at							Balance at
	Beginning of							End of
Description	Period		Additions		Deductions			Period
Year ended June 30, 2008:
Reserves and allowances deducted from asset accounts:
Reserve for estimated doubtful accounts receivable	$	1,113,000	$	560,000	$	(839,000	)(a)	$	834,000
Valuation allowance on deferred tax assets		26,466,000		—		(19,905,000	)(b)		6,561,000
	$	27,579,000	$	560,000	$	(20,744,000	)	$	7,395,000
Year ended June 30, 2007:
Reserves and allowances deducted from asset accounts:
Reserve for estimated doubtful accounts receivable	$	825,000	$	546,000	$	(258,000	)(a)	$	1,113,000
Valuation allowance on deferred tax assets		28,958,000		—		(2,492,000	)(b)		26,466,000
	$	29,783,000	$	546,000	$	(2,750,000	)	$	27,579,000
Year ended June 30, 2006:
Reserves and allowances deducted from asset accounts:
Reserve for estimated doubtful accounts receivable	$	815,000	$	426,000	$	(416,000	)(a)	$	825,000
Valuation allowance on deferred tax assets		30,926,000		—		(1,968,000	)(b)		28,958,000
	$	31,741,000	$	426,000	$	(2,384,000	)	$	29,783,000

(a)	Reduction in allowance due to write-off of accounts receivable balances (net of recovery).
(b)	Reduction in valuation allowance for net deferred tax assets.

S-1

Index of Exhibits

Exhibit
No.
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
3.2	Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
4.2	See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws of the Registrant defining rights of holders of Common Stock of the Registrant (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1, File No. 333-22425 (the “Registration Statement”)).
10.1	Employment Agreement dated as of October 9, 2001 by and between the Registrant and David E. Hershberg (incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.2	Employment Agreement dated as of October 9, 2001 by and between the Registrant and Kenneth A. Miller (incorporated by reference to Exhibit 10.10 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.3	The Amended and Restated 1997 Stock Incentive Plan (incorporated by reference to Exhibit 99 of the Registrant’s Registration Statement on Form S-8 Registration, File No. 333-112351).
10.4	1999 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.8 of the Registrant’s Registration Statement on Form S-8, File No. 333-70527).
10.5	Rights Agreement, dated as of December 3, 1998, between the Registrant and American Stock Transfer and Trust Company, which includes the form of Certificate of Designation for the Series A Junior Participating Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4 of Registrant’s Current Report on Form 8-K, dated December 3, 1998).
10.6	Negotiable Promissory Note, dated April 1, 2001, between the Registrant and Donald G. Woodring (incorporated by reference to Exhibit 10.19 of the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2001).
10.7	Employment Agreement, dated as of October 9, 2001, by and between Stephen C. Yablonski and the Registrant (incorporated by reference to Exhibit 10.20 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.8	Employment Agreement, dated as of October 9, 2001, by and between Andrew C. Melfi and the Registrant (incorporated by reference to Exhibit 10.21 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.9	Employment Agreement, dated as of October 9, 2001, by and between Donald G. Woodring and the Registrant (incorporated by reference to Exhibit 10.22 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.10	Employment Agreement, dated as of October 9, 2001, by and between Paul J. Johnson and the Registrant (incorporated by reference to Exhibit 10.23 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.11	Employment Agreement, dated as of October 9, 2001, by and between Paul Eterno and the Registrant (incorporated by reference to Exhibit 10.24 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2001).
10.12*	Settlement Agreement, dated as of October 1, 2002, by and between Loral SkynetÒ, a division of Loral SpaceCom Corporation and the Registrant (incorporated by reference to Exhibit 10.28 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2002).
10.13	Letter Agreement, dated as of January 31, 2003, by and between Donald G. Woodring and the Registrant (incorporated by reference to Exhibit 10.30 of the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended December 31, 2002).

Exhibit
No.
10.14	Term Loan Agreement dated May 2, 2007, by and between the Registrant and Citibank, N.A. (incorporated by reference to Exhibit 10.23 of the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2007).
10.15	2006 Incentive Stock Plan. (incorporated by reference to Appendix A of the Registrant’s Definitive proxy on schedule 14A, filed with the Commission on October 13, 2006).
10.16	Asset Purchase Agreement, dated May 2, 2007, by and between the Registrant and Lyman Bros., Inc. (incorporated by reference to Exhibit 2.1 of the Registrant’s Registration Statement on Form 8-K, file No. 000-22839).
10.17	Form of Securities Purchase Agreement, dated as of December 31, 2003, by and between the Registrant and each of the purchasers listed on Exhibit A thereto (incorporated herein by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-3, File No. 333-112024).
10.18	Form of Warrant, dated as of December 31, 2003, by and between the Registrant and each of the purchasers listed on Exhibit A thereto (incorporated herein by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-3, File No. 333-112024).
10.19	Credit Facility dated December 31, 2007, by and between the Registrant and Citibank, N.A. (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form 8-K, file No. 000-22839).
10.20	Amendment to Employment Agreement, dated as of May 15, 2008, by and between Andrew C. Melfi and the Registrant (filed herewith).
10.21**	Employment Agreement, dated as of April 23, 2007, by and between William Raney and the Registrant (filed herewith).
10.22**	Amendment to Employment Agreement, dated as of April 1, 2008, by and between William Raney and the Registrant (filed herewith).
10.23	Employment Agreement, dated as of June 30, 2008, by and between Keith Hall and the Registrant (filed herewith).
10.24	Employment Agreement, dated as of June 30, 2008, by and between Tom Coyle and the Registrant (filed herewith).
14	Registrant’s Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14 of the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2004).
21	Subsidiaries of the Registrant (filed herewith).
23	Consent of Independent Registered Public Accounting Firm (filed herewith).
31.1	Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended (filed herewith).
31.2	Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended (filed herewith).
32	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 (filed herewith).

*	Confidential treatment granted for portions of this agreement.
**	Portions of this agreement have been omitted and filed seperately with the secretary of the Securities and Exchange Commission pursuant to a confidential treatment request.

EX-10.20

Exhibit 10.20

AMENDMENT
TO
EMPLOYMENT AGREEMENT

This Amendment (this “Amendment”), dated as of May 15, 2008, amends that certain Employment Agreement (the “Employment Agreement”) made and entered into on the 9th 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 Andrew C. Melfi (the “Executive”).

WITNESSETH:

WHEREAS, since the Effective Date of the Employment Agreement, the Executive has been the Chief Financial Officer of the Company (all capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Employment Agreement); and

WHEREAS, in recognition of the ever-increasing responsibilities placed upon the Chief Financial Officer of the Company following the adoption of the Sarbanes-Oxley Act of 2002, the evolving and increasingly complex auditing standards for public companies, the extra burdens placed on the Chief Financial Officer as the Company enhances its acquisition program, and to reward past performance and provide an incentive for future performance, it is desirable to increase the “Severance Period” set forth in the Employment Agreement of the Chief Financial Officer from two (2) years to three (3) years.

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

1.	Termination and Severance.
	Section 10(b)(ii)(A) of the Employment Agreement is hereby deleted and replaced in full with the following:
	“(ii) Subject to Section 11, if the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason (A) the Company shall continue to pay the Executive the Salary for a three (3) year severance period commencing upon the effective date of the termination (the “Severance Period”);”
2.	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/ ANDREW C. MELFI Andrew C. Melfi

GLOBECOMM SYSTEMS INC.
By:	/s/ DAVID E. HERSHBERG David E. Hershberg

EX-10.21

Exhibit 10.21

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED IS OMITTED AND IS NOTED WITH THREE ASTERISKS AS FOLLOWS***. AN
UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

EMPLOYMENT AGREEMENT

     This Employment Agreement (the “Agreement”), made and entered into this 23rd day of April 2007, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, NY 11788 (the “Company”), and William Raney (the “Executive”).

WITNESSETH

     WHEREAS, the Company and its wholly owned subsidiary, Snowbird Acquisition Corp. (the “Subsidiary”) have on the date hereof entered into an Asset Purchase Agreement (the “APA”) with Lyman Bros., Inc. and GlobalSat LLC pursuant to which the Subsidiary will acquire the assets and business of GlobalSat LLC (the “Acquired Business”);

     WHEREAS, the Executive is the general manager of the Acquired Business and an equity holder of Lyman Bros., Inc. and will share in the proceeds of the sale of the Acquired Business to the Subsidiary; and

     WHEREAS, the Company has a need for the Executive’s continued personal services in an executive capacity; and

     WHEREAS, the Executive possesses the necessary strategic, financial, planning, operational and managerial skills necessary to fulfill those needs; and

     WHEREAS, the Company desires to maintain the continuity of its management team and provide the Executive with incentive to remain with the Company; and

     NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:

1. Position.

     The Company hereby agrees to employ the Executive to serve in the role of Vice President of the Company & General Manager of the Subsidiary (which will change its name following the closing under the APA to (“     ”), subject to the limitation set forth herein. As such, the Executive shall be responsible for directing and managing the

Subsidiary subject to the authority of the President of the Company. The Executive accepts such employment upon the terms and conditions set forth herein, and further agrees to perform to the best of his abilities the duties generally associated with his position, as well as such other duties commensurate with his position as Vice President of the Company and General Manager of the Subsidiary as may be assigned by the President of the Company. The Executive shall, at all times during the Term, report directly to the President of the Company. The Executive shall perform his duties diligently and faithfully and shall devote his full business time and attention to such duties.

2. Term of Employment.

     (a) The term of Executive’s employment under this Agreement will commence on the date of the closing under the APA (the “Effective Date”); provided that if the APA is terminated without a closing thereunder, this Agreement will terminate and be of no force or effect whatsoever. Subject to the provisions of Section 10 of this Agreement, the term of Executive’s employment hereunder shall be for a term of three (3) years from the Effective Date (the “Term”). The last day of the Term is the “Expiration Date.”

     (b) Provided the Company is satisfied with the Executive’s performance during the Term, and provided the Executive is satisfied with his employment with the Company, the Company and the Executive shall, at the end of the Term, enter into good faith negotiations for the Executive’s continued employment with the Company on terms, including but not limited to salary, bonus, and other benefits, commensurate with those offered by the Company to other Company employees holding similar positions at that time. Executive acknowledges that the Company’s policy is that employees, including employees holding positions similar to the Executive, are hired at will and the Company does not currently provide, nor does it intend to provide in the future, employment agreements for employees holding positions similar to the one to be held by Executive.

3. Compensation and Benefits.

     (a) Salary. Commencing on the Effective Date, the Company agrees to pay the Executive a base salary at an annual rate of two hundred thousand Dollars ($200,000), payable in such installments as is the policy of the Company (the “Salary”), but no less frequently than monthly. The Company shall determine on an annual basis appropriate increases to Executive’s Salary but in no event shall diminish the amount of Executive’s Salary below the initial rate, or below the increased rates.

     (b) Bonus. (i) The Executive shall be eligible to receive annual bonuses as set forth below. Subject to the pro rations set forth below in this paragraph and the adjustments in clause (ii) below, a bonus (the “Bonus”) of $333,333 will be awarded with respect to each of calendar years 2007 through 2009 in which the Subsidiary contributes EBITDA of ***, *** and *** (the “base targets”), respectively. Attachment 1 hereto provides the basis from which the base targets were derived. Since the Effective Date will occur during the course of the 2007 calendar year, both the base target and the Bonus with respect to 2007 will be multiplied by a fraction, the numerator of which shall be the number of days in the Term that elapse in 2007 and the denominator of which shall be 365. The base target for the portion of 2010 during the Term shall be 75% of the 2009 base target

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and such reduced base target and the Bonus for such period shall be multiplied by a fraction, the numerator of which shall be the number of days in the Term that elapse in 2010 and the denominator of which shall be 365. The Bonus shall be payable as soon as practicable following its determination by the Company’s finance department, but in no event later than 75 days following the end of the determination period. The Executive hereby acknowledges that the base targets assume a corporate overhead allocation to be applied to the Subsidiary, in accordance with the amounts listed in Attachment 1 hereto, and that additional support services not included in the corporate overhead allocation will be charged to the Subsidiary in accordance with an operating agreement to be executed between the Company and the Subsidiary following the date of the closing under the APA. The operating agreement will be in the form attached to the APA. “Additional support services” as used herein include, without limitation, sales and marketing, engineering, production, and network services not performed by employees of the Subsidiary.

     (ii) Each period’s performance will be treated as “stand alone” and mutually exclusive of the others. Should EBITDA performance exceed the base target in any period, the Executive will receive an additional Bonus payment equal to 20% of the incremental dollars over and above the base target. If EBITDA performance falls short of the base target in any year, the Bonus award will be reduced by 20% of the total dollar amount below the base target. Should EBITDA performance fall short of the EBITDA base target by greater than 50%, no bonus will be awarded for that period of performance.

     (iii) During the Term, the Company will not unreasonably interfere with the operations of the Subsidiary in a manner that would impair the Executive’s ability to earn the Bonus. Notwithstanding the foregoing sentence, (a) the Subsidiary’s operations shall be managed in a manner consistent with the overall operations of the Company and its other subsidiaries and subject to the policies of the Company; and (b) the President and CEO of the Company reserve the right to allocate resources of the Company, inclusive of the Subsidiary, in a manner that produces the maximum benefit for the Company, inclusive of the Subsidiary. In the event that any decision of the President and/or CEO consistent with this clause (iii)(b) impacts the projected EBITDA for the Subsidiary (in either a positive or negative manner), an adjustment to the Subsidiary EBITDA shall be made to account for such impact when determining the EBITDA used for calculating the Bonus. The amount of the adjustment shall be negotiated between the Executive and the President and/or CEO of the Company.

     (c) Benefits. The Executive shall be entitled to participate in all employee benefit plans which the Company provides or may establish from time to time for the benefit of its employees, including, without limitation, group life, medical, surgical, dental and other health insurance, short and long-term disability, deferred compensation, profit-sharing and similar plans. The Executive shall also be entitled to paid vacation in accordance with the Company’s vacation policy, and a taxable monthly car allowance in the amount of $500. A description of the benefits offered as of the date of this Agreement is provided in Attachment 2.

     (d) Stock Grant. On the Effective Date, the Company will grant the Executive 10,000 restricted shares of Globecomm Systems Inc. stock in accordance with the terms of the Globecomm Systems Inc. 2006 Stock Incentive Plan, vesting over three years.

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     (e) Expenses. The Company shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred by him during the Term in performing services hereunder, provided that the Executive properly accounts for such expenses in accordance with the Company’s policies.

4. Confidentiality, Disclosure of Information.

     (a) The Executive recognizes and acknowledges that the Executive has had and will have access to Confidential Information (as defined below) relating to the business or interests of the Company or of persons with whom the Company may have business relationships. Except as permitted herein, the Executive will not during the Term, or at any time thereafter, use, disclose or permit to be known by any other person or entity, any Confidential Information of the Company (except as required by applicable law or in connection with the performance of the Executive’s duties and responsibilities hereunder). The term “Confidential Information” means information relating to the Company’s business affairs, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, employment agreements (other than this Agreement), personnel policies, the substance of agreements with customers, suppliers and others, marketing arrangements, customer lists, commercial arrangements, or any other information relating to the Company’s business that is not generally known to the public or to actual or potential competitors of the Company (other than through a breach of this Agreement). This obligation shall continue until such Confidential Information becomes publicly available, other than pursuant to a breach of this Section 4 by the Executive, regardless of whether the Executive continues to be employed by the Company.

     (b) It is further agreed and understood by and between the parties to this Agreement that all “Company Materials,” which include, but are not limited to, computers, computer software, computer disks, tapes, printouts, source, HTML and other code, flowcharts, schematics, designs, graphics, drawings, photographs, charts, graphs, notebooks, customer lists, sound recordings, other tangible or intangible manifestation of content, and all other documents whether printed, typewritten, handwritten, electronic, or stored on computer disks, tapes, hard drives, or any other tangible medium, as well as samples, prototypes, models, products and the like, shall be the exclusive property of the Company and, upon termination of Executive’s employment with the Company, and/or upon the request of the Company, all Company Materials, including copies thereof, as well as all other Company property then in the Executive’s possession or control, shall be returned to and left with the Company.

5. Inventions Discovered by Executive.

     The Executive shall promptly disclose to the Company any invention, improvement, discovery, process, formula, or method or other intellectual property, whether or not patentable or copyrightable (collectively, “Inventions”), conceived or first reduced to practice by the Executive, either alone or jointly with others, while performing services hereunder (or, if based on any Confidential Information, at any time during or after the Term), (a) which pertain to any line of business activity of the Company, whether then

4

conducted or then being actively planned by the Company, with which the Executive was or is involved, (b) which is developed using time, material or facilities of the Company, whether or not during working hours or on the Company premises, or (c) which directly relates to any of the Executive’s work during the Term, whether or not during normal working hours. The Executive hereby assigns to the Company all of the Executive’s right, title and interest in and to any such Inventions. During and after the Term, the Executive shall execute any documents necessary to perfect the assignment of such Inventions to the Company and to enable the Company to apply for, obtain and enforce patents, trademarks and copyrights in any and all countries on such Inventions, including, without limitation, the execution of any instruments and the giving of evidence and testimony, without further compensation beyond the Executive’s agreed compensation during the course of the Executive’s employment. Without limiting the foregoing, the Executive further acknowledges that all original works of authorship by the Executive, whether created alone or jointly with others, related to the Executive’s employment with the Company and which are protectable by copyright, are “works made for hire” within the meaning of the United States Copyright Act, 17 U.S.C. § 101, as amended, and the copyright of which shall be owned solely, completely and exclusively by the Company. If any Invention is considered to be work not included in the categories of work covered by the United States Copyright Act, 17 U.S.C. § 101, as amended, such work is hereby assigned or transferred completely and exclusively to the Company. The Executive hereby irrevocably designates counsel to the Company as the Executive’s agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Company’s rights under this Section. This Section 5 shall survive the termination of this Agreement.

Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, the Executive hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. The Executive agrees to confirm any such waivers and consents from time to time as requested by the Company.

6. Non-Competition and Non-Solicitation.

     The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive’s employment with the Company the Executive has had and will have access to the Company’s Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive also acknowledges that he is to receive substantial benefits from the transactions contemplated by the APA and that the Company has a legitimate interest in protecting the goodwill of the business acquired under the APA. The Executive acknowledges and agrees that any and all goodwill associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between

5

the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf.

     In recognition of this, the Executive covenants and agrees that:

     (a) During the period beginning on the Effective Date and ending on the later to occur of (i) the fourth anniversary of the Effective Date and (ii) the first anniversary of the termination of the Executive’s employment with the Company and the Subsidiary (the “Restricted Period”), the Executive may not, without the prior written consent of the Board, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those that Executive knew were offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 1% of the outstanding shares of an such corporation.

     (b) During the Restricted Period, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.

     (c) During the Restricted Period, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.

7. Non-Disparagement.

     (a) The Executive hereby agrees that during the Term, and at all times thereafter, the Executive will not make any statement that is disparaging about the Company, any of its officers, directors, or shareholders, including, but not limited to, any statement that disparages the products, services, finances, financial condition, capabilities or other aspect of the business of the Company. The Executive further agrees that during the same period the Executive will not engage in any conduct that is intended to inflict harm upon the professional or personal reputation of the Company or any of its officers, directors, shareholders or employees.

     (b) The Company hereby agrees that during the Term, and at all times thereafter, the Company will not make any statement that is disparaging about the Executive, including, but not limited to, any statement that disparages the finances, financial condition, capabilities or other aspect of the Executive The Company further agrees that during the same period the Company will not engage in any conduct that is intended to inflict harm upon the professional or personal reputation of the Executive.

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Nothing herein shall prevent the Company from making factual statements regarding the Executive’s performance during the Term.

8. Provisions Necessary and Reasonable.

     (a) The Executive agrees that (i) the provisions of Sections 4, 5, 6 and 7 of this Agreement are necessary and reasonable to protect the Company’s Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in Section 6 of this Agreement are reasonable and necessary to protect the Company’s business interests in part because the Company’s business is international in scope; and (iii) in the event of any breach of any of the covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, the Executive agrees that in the event of a breach or threatened breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available.

The seeking of such injunction or order shall not affect the Company’s right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach.

     (b) If any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part thereof, are hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.

     (c) If any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part thereof, are held to be unenforceable by a court of competent jurisdiction because of the temporal or geographic scope of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or geographic area of such provision and, in its reduced form, such provision shall be enforceable.

9. Representations Regarding Prior Work and Legal Obligations.

     (a) The Executive represents that the Executive has no agreement or other legal obligation with any prior employer, or any other person or entity, that restricts the Executive’s ability to accept employment with, or to perform any function for, the Company.

     (b) The Executive has been advised by the Company that at no time should the Executive divulge to or use for the benefit of the Company any trade secret or confidential or proprietary information of any previous employer unless the Company has written authorization from such previous employer permitting the disclosure and/or use of such information. The Executive expressly acknowledges that the Executive has not divulged or used any such information for the benefit of the Company.

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     (c) The Executive acknowledges that the Executive has not and will not misappropriate any Invention that the Executive played any part in creating while working for any former employer.

     (d) The Executive acknowledges that the Company is basing important business decisions on these representations, and affirms that all of the statements included herein are true.

10. Termination and Severance.

          Notwithstanding the provisions of Section 2 of this Agreement, the Executive’s employment hereunder may terminate under the following circumstances:

     (a) Termination by the Company for Cause. The Company may terminate this Agreement for Cause at any time, upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, Cause is defined as (i) the Executive’s willful and material breach of the terms of this Agreement; (ii) the Executive’s commission of any felony or any crime involving moral turpitude; or (iii) gross negligence or willful misconduct by the Executive in connection with his position hereunder, or (iv) the Executive’s willful refusal to perform his duties hereunder. Upon the termination for Cause of Executive’s employment, the Company shall have no further obligation or liability to the Executive other than for Salary earned under this Agreement prior to the date of termination, and any accrued but unused vacation.

     (b) Resignation by the Executive The Executive may resign his employment hereunder upon one (1) month’s written notice to the Company. In the event of termination by the Executive pursuant to this subsection 10(b), the Company may elect to terminate the Executive’s employment immediately or at any time during the notice period, provided that Company shall be liable to pay the Executive for the notice period (or for any remaining portion of that period) the Salary and benefits at the rate of compensation the Executive was receiving immediately before such notice of termination was tendered.

     (c) Death. In the event of the Executive’s death during the Term of this Agreement, the Executive’s employment hereunder shall immediately and automatically terminate, and the Company shall have no further obligation or duty to the Executive or his estate or beneficiaries other than for (a) the Salary earned under this Agreement to the date of termination; (b) a pro-rata portion of the Bonus earned, if any, to the date of termination, calculated in accordance with subsection 10(e); and (c) any payments or benefits previously vested and due under Company policies or benefit plans.

     (d) Disability. The Company may terminate the Executive’s employment hereunder, upon written notice to the Executive, in the event that the Executive becomes disabled during the Term through any condition of either a physical or psychological nature and, as a result, is, with or without reasonable accommodation, unable to perform the essential functions of the services contemplated hereunder for (a) a period of one hundred and twenty (120) consecutive days, or (b) for shorter periods aggregating one hundred twenty (120) days during any twelve (12) month period during the Term. Such disability shall be confirmed by written determination by two (2) physicians competent in the applicable area of medicine and/or psychiatry, and Executive shall take all steps

8

reasonably required by the Company to obtain the determinations from such physicians. Any such termination shall become effective upon mailing or hand delivery of notice that the Company has elected its right to terminate under this subsection 10(d), and the Company shall have no further obligation or duty to the Executive other than for (a) Salary earned under this Agreement prior to the date of termination; (b) a pro-rata portion of the Bonus earned, if any, to the date of termination, calculated in accordance with subsection 10(e); and any payments or benefits previously vested and due under Company policies or benefit plans.

     (e) In the event of termination of the Executive due to death or disability in accordance with subsections 10(c) or 10(d), the Company shall, no later than seventy-five (75) days following the end of month during which such termination occurred, determine the pro-rata portion of the Bonus due to the Executive or his estate or beneficiaries. The pro-rata portion of the Bonus shall be determined by applying a percentage to the base target and the Bonus (as each is defined in subsection 3(b)(i)). The percentage shall be derived by dividing the number of months during the applicable period that the Executive was actually employed by the Company by twelve (12). The measurement period for determining the Bonus shall be the period from Jan 1 of the applicable year through the last day of the calendar month during which the termination occurred. The provisions of subsection 3(b)(ii) shall apply to reduce or increase the pro-rata Bonus as appropriate.

11. Choice of Law. The Executive acknowledges that a substantial portion of the Company’s business is based out of and directed from the State of New York. The Executive also acknowledges that during the course of the Executive’s employment with the Company the Executive will have substantial contacts with New York. The validity, interpretation and performance of this Agreement shall be governed by, and construed in accordance with, the internal law of New York, without giving effect to conflict of law principles. Both parties agree that the exclusive venue for any action, demand, claim or counterclaim relating to the terms and provisions of Sections 4, 5, 6 and 7 of this Agreement, or to their breach, shall be in the state or federal courts located in Suffolk County, New York and that such courts shall have personal jurisdiction over the parties to this Agreement.

12. Indemnification. The Executive shall be entitled to the benefits of the Company’s indemnification under its certificate of incorporation, and will be covered as an officer under the Company’s Directors and Officers Liability Insurance policy.

13. Miscellaneous.

     (a) Assignment. The Executive acknowledges and agrees that the rights and obligations of the Company under this Agreement may be assigned by the Company to any successors in interest. In any event, however, this Agreement shall be binding upon and inure to the benefit of any successors in interest to the Company. The Executive further acknowledges and agrees that this Agreement is personal to the Executive and that the Executive may not assign any rights or obligations hereunder.

     (b) Withholding. All salary, bonus and severance payments required to be made by the Company to the Executive under this Agreement shall be subject to withholding

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taxes, social security and other payroll deductions in accordance with the Company’s policies applicable to employees of the Company at the Executive’s level.

     (c) Entire Agreement. Except as specifically set forth herein, this Agreement sets forth the entire agreement between the parties and supersedes any prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment.

     (d) Amendments. Any attempted modification of this Agreement will not be effective unless signed by an officer of the Company and the Executive.

     (e) Waiver of Breach. The Executive understands that a breach of any provision of this Agreement may only be waived by an officer of the Company. The waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

     (f) Severability. If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect by a court of competent jurisdiction, then the remainder of this Agreement, and the application of such provision in circumstances other than those as to which it is so declared invalid or unenforceable, shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

     (g) Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered by private messenger, private overnight mail service, or facsimile as follows (or to such other address as either party shall designate by notice in writing to the other in accordance herewith

If to the Company:

Globecomm Systems Inc.
45 Oser Avenue
Hauppauge, NY 11788
Attn: Chief Executive Officer

With a copy to:

Kramer Levin Naftalis & Frankel
1177 Avenue of the Americas
New York, NY 10036
Attn: Richard Gilden

If to Executive:

William Raney
9898 Brewers Court
Laurel, MD 20723

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     (h) Survival. The Executive and the Company agree that certain provisions of this Agreement shall survive the expiration or termination of this Agreement and the termination of the Executive’s employment with the Company. Such provisions shall be limited to those within this Agreement, which, by their express and implied terms, obligate either party to perform beyond the termination of the Executive’s employment or termination of this Agreement.

     (i) Disclosure and Confidentiality. The Executive agrees to provide, and agrees that the Company similarly may provide in its discretion, a copy of the covenants contained in this Agreement to any business or enterprise which the Company may directly or indirectly own, manage, operate, finance, join, control or in which the Company participates in the ownership, management, operation, financing or control, or with which the Company may be connected or may become connected as an officer, director, executive, partner, principal, agent, representative, consultant or otherwise.

     (ii) The Executive also agrees that the Company may disclose a copy of this Agreement if legally required to do so, and in connection with a partnering transaction or financing, assuming that an appropriate confidentiality agreement is in place. The Executive further agrees not to disclose the existence or terms of this Agreement to any person other than the Executive’s immediate family and legal, financial or accounting professional.

     (j) Arbitration of Disputes. Any controversy or claim arising out of this Agreement or any aspect of the Executive’s relationship with the Company including the cessation thereof (other than disputes with respect to alleged violations of the covenants contained in Sections 4, 5, 6 or 7 hereof, and the Company’s pursuit of the remedies described in Section 8 hereof in connection therewith) shall be resolved by arbitration in accordance with the then existing Employment Dispute Resolution Rules of the American Arbitration Association, in New York, New York, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Except as awarded by the arbitrator pursuant to applicable statutory or legal standards, the parties shall split equally the costs of arbitration and each party shall pay its own attorneys’ fees. The parties agree that the award of the arbitrator shall be final and binding.

     (k) Rights of Other Individuals. This Agreement confers rights solely on the Executive and the Company. This Agreement is not a benefit plan and confers no rights on any individual or entity other than the undersigned.

     (l) Headings. The parties acknowledge that the headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of this Agreement.

     (m) Advice of Counsel. The Executive and the Company hereby acknowledge that each party has had adequate opportunity to review this Agreement, to obtain the advice of counsel with respect to this Agreement, and to reflect upon and consider the terms and conditions of this Agreement. The parties further acknowledge that each party fully understands the terms of this Agreement and has voluntarily executed this Agreement.

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     (n) Definition of Company. For the purposes of Sections 4, 5, 6, 7 and 8 hereof, the term “Company” shall include the Company and all subsidiaries thereof.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year set forth below.

EXECUTIVE	Globecomm Systems Inc.
/s/ WILLIAM RANEY William Raney	By:	/s/ DAVID E. HERSHBERG Title: Chairman and CEO

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ATTACHMENT 1

***

ATTACHMENT 2

Summary of Employee Benefits

GLOBECOMM SYSTEMS INC.
EMPLOYEE BENEFITS SUMMARY

This document is intended to provide a brief outline of the major benefits provided by Globecomm Systems Inc. It is by no means all-inclusive, and employees are urged to refer to individual Summary Plan Descriptions and the Employee Manual for more detailed information on specific benefits and policies.

PAYROLL:

ADP distributes our payroll on a biweekly basis with pay dates on alternating Fridays. Should a holiday fall on a Friday, paychecks will be distributed the preceding workday.

For your convenience, the Company offers Direct Deposit of your payroll to your personal savings and/or checking accounts.

MEDICAL BENEFITS:

With a payroll deduction, the Company provides medical coverage through HIP Health Plan of New York’s HIP Access II program. HIP Access II combines the best aspects of different health care plans — managed care, self-referral, and indemnity — into one flexible plan. You and your dependents (to age 19, 25 if full-time student) are eligible for this benefit on the 1^st of the month following your employment date. If you live outside of Long Island, you will utilize their PPO Network with similar benefit levels as the HIP Access II Network.

DENTAL BENEFITS:

With a payroll deduction, the Company provides dental benefits through United Guardian. You and your dependents (up to age 20, or to 26 if full-time student) are eligible for this benefit on the 1^st of the month following your employment date.

Managed Dental Guard Plan (MDG)
Each member selects a primary care dentist (PCD) from the directory of participating general dentists. All covered family members may choose different primary care dentists or the same dentist, based on personal preference. The PCD will perform all dental services and coordinate referrals to network specialists when necessary. Your out-of-pocket expenses are limited to:

• $5 co-pay for each primary care visit

• Most diagnostic and preventive services are provided at no charge

• A reasonable patient charge applies to each basic and major service

• No deductibles and No annual maximum per covered member

Preferred Provider Dentist Program (PPO):

By utilizing United Guardian’s network of providers, employees are able to take advantage of reduced fees and maximize their benefits.

• No In-Network Deductible

• Out-of-Network Deductible:     $50 individual          $150 family
(Waived for preventive Services)

	In-Network	Out-of-Network
Diagnostic & Preventive Services:	covered at 100%	covered at 80%
Basic Services:	covered at 80%	covered at 80%
Major Services:	covered at 50%	covered at 50%

Annual Maximum Benefit: $2,000
Orthodontia: Lifetime Maximum of $1000 per child under age 19 with 50% coinsurance

401K PLAN:

After 3 months of service, you are eligible to participate in the GSI 401K Plan beginning with the next open enrollment period on January 1, April 1, July 1, or October 1. The Plan allows you to save money, receive company contributions, reduce current taxes and generate tax-sheltered earnings — all at the same time. You may defer up to 75% of your salary, not to exceed $15,000 for 2006, plus a catch up contribution limit of $5000, through an automatic payroll deduction, and subject to approval by the Board of Directors, the Company will match, dollar for dollar, up to 4% of your compensation, provided you had 1000 hours of service and were employed on the last day of the plan year. The Plan offers 12 investment options from which to choose, as well as a loan provision.

LIFE INSURANCE / ACCIDENTAL DEATH & DISMEMBERMENT (AD&D):

At no cost to you, the Company provides term life insurance of five (5) times your base annual salary up to a maximum of $500,000. AD&D coverage provides a benefit for loss of life or limb(s) as a result of an accident occurring on or off the job. Loss of life benefits would be payable to your designated beneficiary(ies) either by lump sum or monthly installments. These benefits are provided through Prudential Insurance Company of America immediately upon employment.

LONG TERM DISABILITY (LTD):

At no cost to you, the Company provides LTD benefits through Prudential Insurance Company of America immediately upon employment. After an (elimination) period of 90 days of disability, LTD benefits provide 60% of your monthly base salary to a maximum monthly benefit of $5,000. Benefits will continue for the duration of your disability or until age 65, whichever occurs first.

2

SHORT TERM DISABILITY (STD):

At no cost to you, the Company provides STD benefits through Zurich Insurance Company. You are eligible for STD benefits if you are absent from work for more than 7 consecutive days (5 workdays) due to a non-work related illness or injury. Benefits commence after all available sick time is used or on the 8^th day of disability, whichever occurs first. You are eligible to receive 50% of your weekly pay to a maximum of $170 per week, for up to 26 weeks.

WORKERS’ COMPENSATION:

At no cost to you, the Company provides workers’ compensation insurance through The State Insurance Fund or Chubb Insurance Companies immediately upon employment. Workers’ Compensation provides payment of medical expenses and weekly compensation for extended absences due to work related illnesses or injuries.

VACATION:

Vacation pay is accrued with each pay period at a rate based on your length of service with the Company. During your initial 5 years of service, you accrue vacation pay at a rate of 3.08 hours per pay period, or 10 days per year. During years 6 through 10, you accrue at a rate of 4.62 hours per pay period, or 15 days per year. Beyond 10 years of service, you accrue at a rate of 6.16 hours per pay period, or 20 days per year. Unused vacation may be carried over to subsequent years and accumulated to a maximum of 320 hours. Hours accrued in excess of 320 hours will be paid out immediately following the end of the fiscal year in which the excess is accrued.

Should you be absent for an extended period beyond 30 days, your vacation pay accrual will cease until you return to work. Earned and unused vacation pay will be paid out upon termination.

SICK PAY:

The Company provides you with sick pay as a means of income protection during times of illness or injury, which prevent you from performing your job duties. It may also be used for tending to a seriously ill member of your immediate family, and physician and dentist office visits. Sick pay is accrued at a rate of 3.08 hours per pay period, to a maximum of 10 days per year. Sick time is available to you after completion of 3 months of service. Should you be absent for an extended period beyond 30 days, your sick pay accrual will cease until you return to work. Unused sick pay will not be paid out upon termination.

COMPANY PAID HOLIDAYS — 2007

The Company provides the following paid holidays:

President’s Day	Thanksgiving Day
Memorial Day	Day after Thanksgiving
Independence Day Floater	Christmas Eve Day Observance — Monday, December 24
Independence Day	Christmas Eve Day Observance — Tuesday, December 25
Labor Day	Holiday Floater — Wednesday, December 26

Observance of religious holidays may be done with vacation time or without pay.

To qualify for holiday pay, you must be in a paid work status the scheduled workdays preceding and following the holiday.

3

TUITION REIMBURSEMENT:

The company believes that any individual who desires to continue their education, in addition to performing their full-time job function, shows a commitment to continually improving themselves and their value to the organization. To encourage and reward these individuals, GSI offers an Education Assistance benefit. To qualify for this benefit, you must: receive prior approval from your supervisor, show evidence the course is job-oriented and offered by an accredited educational institution, and attain a passing grade. An employee may be reimbursed for a maximum of 15 credits, and not to exceed $11,500 per calendar year per employee.

For courses or seminars that do not provide letter grades, e.g. pass/fail, 100% reimbursement will be provided for a passing grade based on satisfactory evidence (such as a Continuing Education Credit Certificate) of completion of the course, subject to the limitation in #5 above.

The reimbursement covers tuition and fees, only, and is directly related to your final grade, as follows:   A = 100%   B = 90%   C = 75%   < C = 0%

PEOPLE’S ALLIANCE FEDERAL CREDIT UNION (PAFCU)

As a Globecomm Systems Inc. employee, you and members of your immediate family (persons related by blood, marriage or legal adoption) are eligible to join PAFCU. An active account provides you with lifetime membership even if you retire, move or leave for another job. “Once a member, always a member” with PAFCU.

HAUPPAUGE SPORTS CENTER

For an annual fee of $100 per year, Globecomm Systems Inc. employees are eligible to join and take advantage of the fitness center’s many products and services during non-working hours. The Gym is conveniently located in the Industrial Park, only five minutes from the GSI facility.

FUNERAL (BEREAVEMENT) LEAVE:

The Company provides paid time off in the event of a death of an immediate or extended family member. Up to 3 days of paid leave will be granted for the death of an immediate family member (parent, grandparent, parent/brother/sister-in-law, spouse, brother, sister, child, or a relative living in the same household). One day of paid leave will be granted in the event of a death in your extended family (aunt, uncle, and cousin). Friends are not covered under this benefit.

ANNUAL SUMMER EVENT

This fun-filled summer evening includes a dinner cruise including music food and drinks for employees and their significant other.

ANNUAL HOLIDAY DINNER/DANCE:

You and your spouse/guest are invited to share in this festive year-end holiday event.

Effective 4/10/07

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23 April 2007

Mr. William Raney
7112 Carlisle Court
Clarksville, MD 21029

     RE: MEDICAL BENEFITS

Dear Bill:

This letter is to clarify Globecomm’s intent with regard to medical benefits available to you under the Employment Agreement executed between you and Globecomm. As you know, Section 3(c) of the Agreement specifies that you are “entitled to participate in all employee benefit plans which the Company provides or may establish from time to time for the benefit of its employees...” Attachment 2 to the Employment Agreement (the Benefits Summary) is a description of the benefits currently available to Globecomm employees.

As you are also aware, the acquisition of GlobalSat will result in significant changes for Globecomm, not the least of which is that we will now have a much larger number of employees located in the Baltimore area. This will require that we re-assess our benefit plans, in particular medical and dental benefits. To ease the transition, we will maintain the current benefit plans provided to GlobalSat employees through at least December 31, 2007. For you, this means that at least during the transition time, you will not have any payroll deduction for medical insurance premiums, despite what is stated in the Benefits Summary.

Going forward, we plan to review the medical benefits plan currently utilized by GlobalSat and compare the costs and benefits (including the “intangible” benefits such as employee morale) against other plans that might be available. Provided it makes financial sense, we intend to keep the current benefits, including the payroll deductions (or lack thereof), to the maximum extent possible.

Regards,

GLOBECOMM SYSTEMS INC.

/s/ David E. Hershberg
David E. Hershberg
CEO

EX-10.22

Exhibit 10.22

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED IS OMITTED AND IS NOTED WITH THREE ASTERISKS AS FOLLOWS***. AN
UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

AMENDMENT
TO
EMPLOYMENT AGREEMENT

This Amendment (this “Amendment”), dated as of April 1, 2008, amends that certain Employment Agreement (the “Employment Agreement”) made and entered into on the 23^rd day of April, 2007, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, N.Y. 11788 (the “Company”), and William Raney (the “Executive”).

WITNESSETH:

WHEREAS, since the Effective Date of the Employment Agreement, the Executive has been a Vice President and the General Manager of the Subsidiary (all capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Employment Agreement);

WHEREAS, the Company wishes to promote the Executive to a executive officer position within the Company and to expand his responsibilities; and

WHEREAS, as a result of such promotion and added responsibilities, the parties hereto desire to amend the Employment Agreement in certain respects.

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

1.	Position.
	Section 1 of the Employment Agreement is hereby deleted and replaced in full with the following:
	“Effective April 1, 2008, the Company hereby agrees to employ the Executive to serve in the role of Senior Vice President, Corporate Sales & Marketing of the Company. The Executive accepts such employment upon the terms and condition set forth herein, and further agrees to perform to the best of his abilities the duties generally associated with the position (including, but not limited to, leading the Company’s sales and marketing organization (the “Organization”), refining the Organization to meet the current goals of the Company, having responsibility for the performance of the Organization and assuring that the structure of the Organization is aligned with corporate goals to achieve the best possible results for the Company), as well as other duties commensurate with his position as Senior Vice President, Corporate Sales & Marketing as may be assigned by the President of the Company. The Executive shall at all times during the Term, report directly to the President of the Company. The Executive shall perform his duties diligently and faithfully and shall devote his full business time and attention to such duties. The Executive shall have the authority to address employment issues involving the hiring and termination of employees, and the determination of work locations, provided that any actions taken by the Executive are in line with the

staffing budgets for that fiscal year, and are made with prior consultation with, and are mutually agreed to by, the President and/or Chief Executive Officer of the Company.”

2.	Term of Employment.
	Section 2(a) of the Employment Agreement is hereby deleted and replaced in full with the following Section 2:
	“2. Term of Employment. The term of Executive’s employment under this Agreement commenced on April 30, 2007 (the ‘Effective Date’). Subject to the provisions of Section 10 of this Agreement, the term of Executive’s employment hereunder shall be for a term ending on June 30, 2010 (the ‘Term’). Thereafter, subject to the provisions of Section 10 of this Agreement, the Term shall automatically renew for successive one (1) year terms, unless either party shall have given written notice to the other party, not less than ninety (90) days prior to the expiration of any such Term that the Term will not be extended.”
	Section 2(b) of the Employment Agreement is hereby deleted.
3.	Compensation and Benefits.

a.

Salary. Effective July 1, 2008, the Executive’s Salary pursuant to the Employment Agreement shall be increased to Two Hundred Fifty Thousand Dollars ($250,000).

b.

Bonus. Effective July 1, 2008, Section 3(b) of the Employment Agreement shall be deleted and of no further force or effect. The provisions of such Section shall be applied through June 30, 2008 and the Bonus provided therein shall be prorated to take into account that the Bonus and base targets will be calculated for six, rather than 12, months in calendar year 2008. From and after July 1, 2008, such section shall be superseded in full by the following provisions:

“(b)  Bonus.

i. Major Account Revenue Bonus. For each of the Company’s fiscal years ending June 30, 2009 and June 30, 2010, the Executive shall receive a bonus equal to (i) Two Hundred Thousand Dollars ($200,000) if the aggregate revenues recognized by the Company from the ‘Identified Customers’ (as defined below) during such fiscal year are equal to or in excess of 80% of the ‘Major Account Target Revenues’ (as defined below) but are less than the ‘Major Account Target Revenues’; (ii) Two Hundred Fifty Thousand Dollars ($250,000) if the aggregate revenues recognized by the Company from the ‘Identified Customers’ during such fiscal year are equal to or in excess of the ‘Major Account Target Revenues’ and (ii) 3% of the aggregate revenues recognized by the Company from the ‘Identified Customers’ during such fiscal year in excess of the ‘Major Account Target Revenues’. Revenues will be recognized in the same manner as employed in preparing the Company’s consolidated financial statements for such fiscal year, and the Company’s

determination of such revenues will be binding and conclusive for the purposes of this Agreement. The ‘Identified Customers’ shall mean *** and the ‘Major Accounts Target Revenues’ shall mean *** and *** for the fiscal years ending June 30, 2009 and June 30, 2010, respectively. In the event that an Identified Customer is replaced as the prime contractor with respect to a contract that the Company currently serves as a subcontractor, and the Company continues to serve as the subcontractor pursuant to substantially similar terms under such contract with the replacement prime contractor, the revenues generated from such contract shall be included in the calculation of the ‘Major Accounts Target Revenues’ for the fiscal years ending June 30, 2009 and June 30, 2010, respectively. The defined term ‘Identified Customers’ may be amended from time to time in order to account for certain trends in government policies and changes in government administration. Any bonus earned pursuant to this clause (i) shall be paid to the Executive within 60 days following the end of the relevant fiscal year.

ii.

Bookings Target Bonus. For each of the Company’s fiscal years ending June 30, 2009 and June 30, 2010, the Executive shall receive a bonus equal to either 30% or 35% of the Salary, to the extent that ‘Total Bookings’ (as defined below) exceed the amounts set forth below. For the fiscal year ending June 30, 2009, if Total Bookings exceed the threshold (the “2009 Threshold”) approved by the Company’s Board of Directors but are less than 130% of the 2009 Threshold, the bonus shall equal 30% of the Salary and if Total Bookings equal or exceed the 2009 Threshold by 30% or more, the bonus shall equal 35% of the Salary. For the fiscal year ending June 30, 2010, if Total Bookings exceed the threshold (the “2010 Threshold”) approved by the Company’s Board of Directors but are less than 130% of the 2010 Threshold, the bonus shall equal 30% of the Salary and if Total Bookings equal or exceed the 2010 Threshold by 30% or more, the bonus shall equal 35% of the Salary. The 2009 Threshold and the 2010 Threshold, respectively, are referred to below as the ‘Minimum Total Bookings Target’. If in either fiscal year, Total Bookings are less than the Minimum Total Bookings Target but at least equal to 70% of such Minimum Total Bookings Target, the Executive will receive a reduced bonus under this clause (ii) equal to (1) 30% of Salary multiplied by (2) a fraction, the numerator of which shall equal the excess of Total Bookings over 70% of the Minimum Total Bookings Target and the denominator of which shall be 70% of the Minimum Total Bookings Target. Total Bookings shall be determined in accordance with management’s usual and customary practices in preparing financial information, including bookings, for the Company’s Board of Directors, and shall exclude any bookings attributable to acquisitions made by the Company after the Effective Date. The determinations of Total Bookings shall be final and binding on the Executive, absent manifest error. Any bonus earned pursuant to this clause (ii) shall be paid to the Executive within 60 days following the end of the relevant fiscal year. In addition, notwithstanding the above, the President and Chief Executive Officer of the Company each reserve the right to adjust the payment

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of the bonus to the Executive if the Company does not meet its net income target for a respective year.”

c. Stock Grants. Section 3(d) of the Employment Agreement is hereby deleted and replaced in full with the following:

“On the Effective Date, the Company granted the Executive 10,000 restricted shares of its common stock in accordance with the terms of the Globecomm Systems Inc. 2006 Stock Incentive Plan, vesting over three years. The Company hereby agrees to make the following additional grants of restricted shares on the same terms:

i.	On July 1, 2008, the Company shall grant to the Executive 15,000 restricted shares;
ii.	Within 60 days following the end of the Company’s fiscal year ending June 30, 2009, the Company shall grant to the Executive 10,000 restricted shares if bookings to customers of Cachendo exceed *** during such fiscal year, excluding bookings by the employees listed in Schedule A to this Amendment (the ‘Excluded Employees’); and
iii.	Within 60 days following the end of the Company’s fiscal year ending June 30, 2010, the Company shall grant to the Executive 10,000 restricted shares if bookings to customers of Cachendo exceed ***, excluding bookings by the Excluded Employees.”

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4.	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/ WILLIAM RANEY
William Raney
GLOBECOMM SYSTEMS INC.
By:	/s/ KENNETH A. MILLER
Title:	PRESIDENT

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Schedule A

***

- 5 -

EX-10.23

Exhibit 10.23

     This Employment Agreement (this “Agreement”), made and entered as of the 30^th day of June, 2008, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, NY 11788 (the “Company”) and Keith Hall (the “Executive”).

WITNESSETH

     WHEREAS, the Company has a need for the Executive’s personal services in a senior executive capacity;

     WHEREAS, the Executive possesses the necessary strategic, financial, planning, operational and managerial skills necessary to fulfill those needs;

     WHEREAS, the Executive has been providing services to the Company as its Vice President since November 8, 2003;

     WHEREAS, the Company desires to promote the Executive to the position of Senior Vice President and General Manager, Globecomm Network Services;

     WHEREAS, the Company desires to maintain the continuity of its management team and provide the Executive with incentive to remain with the Company; and

     WHEREAS, the Executive and the Company desire to enter into a formal employment agreement to fully recognize the contributions of Executive to the Company and to assure continuous harmonious performance of the affairs of the Company.

     NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:

1. Position.

     The Company hereby agrees to promote and employ the Executive to serve in the role of its Senior Vice President and General Manager, Globecomm Network Services, subject to the limitations set forth herein. As such, the Executive shall be responsible for directing and managing the Company’s network services business subject to the authority of the Chief Executive Officer of the Company. The Executive accepts such employment upon the terms and conditions set forth herein, and further agrees to perform to the best of his abilities the duties generally associated with his position, as well as such other duties commensurate with his position as Senior Vice President and General Manager, Globecomm Network Services, as may be reasonably assigned by the Company. The Executive shall, at all times during the Term (as defined below), report directly to the Chief Executive Officer of the Company. The Executive

shall perform his duties diligently and faithfully and shall devote his full business time and attention to such duties.

2. Term of Employment and Renewal.

     The term of Executive’s employment under this Agreement will commence on the date of this Agreement (the “Effective Date”). Subject to the provisions of Section 10 of this Agreement, the term of Executive’s employment hereunder shall be for an initial term of two (2) years from the Effective Date (the “Initial Term”). The Initial Term of this Agreement shall be automatically extended for successive one (1) year periods (each a “Renewal Period”) unless the Company or the Executive gives written notice to the other at least ninety (90) days prior to the expiration of the Initial Term, or a Renewal Period, of such party’s election not to extend this Agreement. References herein to the “Term” shall mean the Initial Term as it may be so extended by one or more Renewal Periods. The last day of the Term is the “Expiration Date.”

3. Compensation and Benefits.

     (a) Salary. Commencing on the Effective Date, the Company agrees to pay the Executive a base salary at an annual rate of two hundred sixty thousand Dollars ($260,000), payable in such installments as is the policy of the Company (the “Salary”), but no less frequently than monthly. Thereafter, the Company shall determine appropriate increases to Executive’s Salary but in no event shall diminish the amount of Executive’s Salary below the initial rate, or below the increased rates.

     (b) Bonus. The Executive shall be eligible to receive annual bonuses at the discretion of the Company and according to performance goals to be issued by the Company to the Executive at the appropriate annual review cycle during the Term.

     (c) Benefits. The Executive shall be entitled to participate in all employee benefit plans which the Company provides or may establish from time to time for the benefit of its employees, including, without limitation, group life, medical, surgical, dental and other health insurance, short and long-term disability, deferred compensation, profit-sharing and similar plans. The Executive shall also be entitled to paid vacation in accordance with the Company’s vacation policy, which may be accrued to a maximum of forty (40) days.

     (d) Expenses. The Company shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred by him during the Term in performing services hereunder, provided that the Executive properly accounts for such expenses in accordance with the Company’s policies.

4. Confidentiality, Disclosure of Information.

     (a) The Executive recognizes and acknowledges that the Executive has had and will have access to Confidential Information (as defined below) relating to the business or interests of the Company or of persons with whom the Company may have business relationships. Except as permitted herein, the Executive will not during the Term, or at any time thereafter, use, disclose or permit to be known by any other person or entity, any Confidential Information of the Company (except as required by applicable law or in connection with the performance of the

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Executive’s duties and responsibilities hereunder). The term “Confidential Information” means information relating to the Company’s business affairs, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, employment agreements (other than this Agreement), personnel policies, the substance of agreements with customers, suppliers and others, marketing arrangements, customer lists, commercial arrangements, or any other information relating to the Company’s business that is not generally known to the public or to actual or potential competitors of the Company (other than through a breach of this Agreement). This obligation shall continue until such Confidential Information becomes publicly available, other than pursuant to a breach of this Section 4 by the Executive, regardless of whether the Executive continues to be employed by the Company.

     (b) It is further agreed and understood by and between the parties to this Agreement that all “Company Materials,” which include, but are not limited to, computers, computer software, computer disks, tapes, printouts, source, HTML and other code, flowcharts, schematics, designs, graphics, drawings, photographs, charts, graphs, notebooks, customer lists, sound recordings, other tangible or intangible manifestation of content, and all other documents whether printed, typewritten, handwritten, electronic, or stored on computer disks, tapes, hard drives, or any other tangible medium, as well as samples, prototypes, models, products and the like, shall be the exclusive property of the Company and, upon termination of Executive’s employment with the Company, and/or upon the request of the Company, all Company Materials, including copies thereof, as well as all other Company property then in the Executive’s possession or control, shall be returned to and left with the Company.

5. Inventions Discovered by Executive.

     The Executive shall promptly disclose to the Company any invention, improvement, discovery, process, formula, or method or other intellectual property, whether or not patentable or copyrightable (collectively, “Inventions”), conceived or first reduced to practice by the Executive, either alone or jointly with others, while performing services hereunder (or, if based on any Confidential Information, at any time during or after the Term), (a) which pertain to any line of business activity of the Company, whether then conducted or then being actively planned by the Company, with which the Executive was or is involved, (b) which is developed using time, material or facilities of the Company, whether or not during working hours or on the Company premises, or (c) which directly relates to any of the Executive’s work during the Term, whether or not during normal working hours. The Executive hereby assigns to the Company all of the Executive’s right, title and interest in and to any such Inventions. During and after the Term, the Executive shall execute any documents necessary to perfect the assignment of such Inventions to the Company and to enable the Company to apply for, obtain and enforce patents, trademarks and copyrights in any and all countries on such Inventions, including, without limitation, the execution of any instruments and the giving of evidence and testimony, without further compensation beyond the Executive’s agreed compensation during the course of the Executive’s employment. Without limiting the foregoing, the Executive further acknowledges that all original works of authorship by the Executive, whether created alone or jointly with others, related to the Executive’s employment with the Company and which are protectable by copyright, are “works made for hire” within the meaning of the United States Copyright Act, 17 U.S.C. (Section) 101, as amended, and the copyright of which shall be owned solely, completely

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and exclusively by the Company. If any Invention is considered to be work not included in the categories of work covered by the United States Copyright Act, 17 U.S.C. (Section) 101, as amended, such work is hereby assigned or transferred completely and exclusively to the Company. The Executive hereby irrevocably designates counsel to the Company as the Executive’s agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Company’s rights under this Section. This Section 5 shall survive the termination of this Agreement. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, the Executive hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. The Executive agrees to confirm any such waivers and consents from time to time as requested by the Company.

6. Non-Competition and Non-Solicitation.

     The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive’s employment with the Company the Executive has had and will have access to the Company’s Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all “goodwill” associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf.

     In recognition of this, the Executive covenants and agrees that:

     (a) During the Term, and for a period of one (1) year thereafter, the Executive may not, without the prior written consent of the Company’s board of directors (the “Board”), (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.

     (b) During the Term, and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.

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     (c) During the Term, and for a period of one (1) year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.

7. Non-Disparagement.

     The Executive hereby agrees that during the Term, and at all times thereafter, the Executive will not make any statement that is disparaging about the Company, any of its officers, directors, or stockholders, including, but not limited to, any statement that disparages the products, services, finances, financial condition, capabilities or other aspect of the business of the Company. The Executive further agrees that during the same period the Executive will not engage in any conduct that is intended to inflict harm upon the professional or personal reputation of the Company or any of its officers, directors, stockholders or employees.

8. Provisions Necessary and Reasonable.

     (a) The Executive agrees that (i) the provisions of Sections 4, 5, 6 and 7 of this Agreement are necessary and reasonable to protect the Company’s Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in Section 6 of this Agreement are reasonable and necessary to protect the Company’s business interests in part because the Company’s business is international in scope; and (iii) in the event of any breach of any of the covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, the Executive agrees that in the event of a breach or threatened breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company’s right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach.

     (b) If any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part thereof, are hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.

     (c) If any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part thereof, are held to be unenforceable by a court of competent jurisdiction because of the temporal or geographic scope of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or geographic area of such provision and, in its reduced form, such provision shall be enforceable.

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9. Representations Regarding Prior Work and Legal Obligations.

     (a) The Executive represents that the Executive has no agreement or other legal obligation with any prior employer, or any other person or entity, that restricts the Executive’s ability to accept employment with, or to perform any function for, the Company.

     (b) The Executive has been advised by the Company that at no time should the Executive divulge to or use for the benefit of the Company any trade secret or confidential or proprietary information of any previous employer. The Executive expressly acknowledges that the Executive has not divulged or used any such information for the benefit of the Company.

     (c) The Executive acknowledges that the Executive has not and will not misappropriate any Invention that the Executive played any part in creating while working for any former employer.

     (d) The Executive acknowledges that the Company is basing important business decisions on these representations, and affirms that all of the statements included herein are true.

10. Termination and Severance.

     Notwithstanding the provisions of Section 2 of this Agreement, the Executive’s employment hereunder may terminate under the following circumstances:

     (a) Termination by the Company for Cause. The Company may terminate this Agreement for Cause at any time, upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, Cause is defined as (i) the Executive’s willful and material breach of the terms of this Agreement; (ii) the Executive’s commission of any felony or any crime involving moral turpitude; (iii) gross negligence or willful misconduct by the Executive in connection with his position hereunder; or (iv) the Executive’s willful refusal to perform his duties hereunder. Upon the termination for Cause of Executive’s employment, the Company shall have no further obligation or liability to the Executive other than for salary earned under this Agreement prior to the date of termination, and any accrued but unused vacation.

     (b) Termination by the Company Without Cause or Resignation by the Executive for Good Reason.

     (i) The Executive’s employment hereunder may be terminated without Cause by the Company upon written notice to the Executive. The Executive may also terminate his employment hereunder for “Good Reason” upon one (1) month’s written notice to the Company within thirty (30) days of the occurrence of any of the following events (A) a material breach of this Agreement by the Company, which shall be interpreted to include, without limitation, a failure to pay the Executive his salary or bonus or a failure to provide the Executive his benefits; (B) a material reduction in the Executive’s duties or responsibilities; (C) a change in the Executive’s reporting relationship so that he no longer reports directly to the Chief Executive Officer; or (D) a relocation of the Executive’s worksite to a location seventy five (75) miles or more from its current location.

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     (ii) Subject to Section 11, if the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason (A) the Company shall continue to pay the Executive the Salary for a two (2) year severance period commencing upon the effective date of the termination (the “Severance Period”); (B) the Company shall pay for the costs of, or reimburse the Executive for the costs he incurs in, continuing the Executive’s and his eligible dependents’ health insurance pursuant to COBRA for as long as the Executive (and/or his eligible dependents, as the case may be) are eligible for COBRA during the Severance Period, and then shall pay the cost of medical and dental coverage for the Executive comparable to that provided pursuant to COBRA, up to a maximum of $2000 per month, during the balance of the Severance Period; (C) during the Severance Period, the Company shall pay the cost of conversion of group term life coverage to an individual policy for the Executive; (D) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of the annual automobile allowance he received at the time of such termination; and (E) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of the non-elective deferral employer contribution made for his benefit under the Company’s 401(k) plan for the last fiscal year of the Company prior to the termination of Executive’s employment. As a condition of receiving severance payments and benefits pursuant to this Agreement, the Executive shall execute and deliver to the Company prior to his receipt of such benefits a general release substantially in the form attached hereto as Exhibit A.

     (c) Resignation by the Executive without Good Reason. The Executive may resign his employment hereunder without Good Reason upon one (1) month’s written notice to the Company. In the event of termination by the Executive pursuant to this subsection 10(c), the Company may elect to pay the Executive during the notice period (or for any remaining portion of that period) the Salary and benefits at the rate of compensation the Executive was receiving immediately before such notice of termination was tendered in lieu of actual notice.

     (d) Death. In the event of the Executive’s death during the Term of this Agreement, the Executive’s employment hereunder shall immediately and automatically terminate, and the Company shall have no further obligation or duty to the Executive or his estate or beneficiaries other than for the Salary earned under this Agreement to the date of termination and any payments or benefits due under Company policies or benefit plans.

     (e) Disability. The Company may terminate the Executive’s employment hereunder, upon written notice to the Executive, in the event that the Executive becomes disabled during the Term through any condition of either a physical or psychological nature and, as a result, is, with or without reasonable accommodation, unable to perform the essential functions of the services contemplated hereunder for (a) a period of one hundred and twenty (120) consecutive days, or (b) for shorter periods aggregating one hundred twenty (120) days during any twelve (12) month period during the Term. Any such termination shall become effective upon mailing or hand delivery of notice that the Company has elected its right to terminate under this subsection 10(e), and the Company shall have no further obligation or duty to the Executive other than for salary earned under this Agreement prior to the date of termination and any payments or benefits previously vested and due under Company policies or benefit plans.

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     (f) Change in Control. Subject to Section 11, if the Executive resigns with Good Reason within one (1) year after a Change in Control (as defined below) he will be entitled to the payments and benefits described in Section 10(b)(ii) above (the “Severance Payments”) provided that, if the grounds for the termination for Good Reason are those specified in Section 10(b)(i)(B) and/or (C), and if the Company gives the Executive written notice (the “Continuation Notice”), at any time up to ten (10) days after it receives the Executive’s written resignation notice, that it wishes the Executive to continue his employment until a date not later than one (1) year after the Change in Control (the “Employment Continuation Date”), the Executive shall not be entitled to the Severance Payments until and unless he remains employed by the Company through the Employment Continuation Date. Nothing in this subsection 10(g) shall obligate the Company to provide the Executive with the Severance Payments upon a termination for Cause, death or disability. 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 200% of his Salary (the “Special Bonus”). The Special Bonus shall be in addition to, and not in lieu of, any Severance Payments to which Executive may otherwise become entitled under this section 10 in connection with the subsequent termination of his employment. As used herein, a “Change in Control” shall mean a change of control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”) whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if: (x) any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the 1934 Act) becomes the “beneficial owner” (as defined in Rule 13d-3 and 13d-5 under the 1934 Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; (y) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; and (z) during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. Notwithstanding the foregoing provisions of this subsection 10(g), a “Change in Control” will not be deemed to have occurred solely because of the acquisition of securities of the Company (or any reporting requirement under the 1934 Act relating thereto) by an employee benefit plan maintained by the Company for its employees. As used herein, the “Company” may include the Company’s successors subsequent to a Change in Control.

11. Benefit Limitation.

     (a) Should any payments or benefits become payable hereunder in connection with a Change in Control, then the aggregate Present Value, measured as of the Change in Control, of any Severance Payments to which the Executive becomes entitled under section 10(b)(ii) of this Agreement (namely, the salary continuation payments, the continued health care coverage, the

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life insurance coverage, the equivalent automobile and professional service payments and the equivalent 401(k) employer contribution payments) and, if applicable, any portion of the Special Bonus under section 10(g) which is deemed to constitute a parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) shall in no event exceed in amount the greater of the following dollar amounts (the “Benefit Limit”):

     (i) 2.99 times the Executive’s Average Compensation, less the Present Value, measured as of the Change in Control, of all Other Parachute Payments (as defined below) to which the Executive is entitled, or

     (ii) the amount that yields the Executive the greatest after-tax amount of benefits under this Agreement after taking into account any excise tax imposed under Code Section 4999 on his payments and benefits under section 10 of this Agreement and any Other Parachute Payments,

     The portion of any option that automatically vests on an accelerated basis upon a Change in Control pursuant to the terms of the agreement evidencing that option that is deemed to be a parachute payment under Code Section 280G (the “Option Parachute Payment”) shall also be subject to the Benefit Limit. The Option Parachute Payment shall be calculated in accordance with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of the Executive’s obligation to remain in the Company’s employ as a condition to the vesting of the accelerated installment. In no event, however, shall the parachute payment attributable to any portion of such option exceed the excess of the fair market value of the accelerated option shares at the time of acceleration over the option exercise price of such shares.

     For purposes of applying the Benefit Limit, the value of the Executive’s non-competition covenant under Section 6 of this Agreement shall be determined by an independent appraisal by a nationally recognized accounting firm acceptable to both the Executive and the Company, and a portion of his Severance Payments shall, to the extent of such appraised value, be specifically allocated as reasonable compensation for such covenant.

     “Average Compensation” means the average of the Executive’s W-2 wages from the Company for the five (5) calendar years (or such fewer number of calendar years of employment with the Company) completed immediately prior to the calendar year in which the Change in Control occurs.

     Any W-2 wages for a partial year of employment will be annualized, in accordance with the frequency which such wages are paid during such partial year, before inclusion in the Executive’s Average Compensation.

     “Other Parachute Payments” means all payments in the nature of compensation that are made to the Executive, other than the Severance Payments described in section 10(b)(ii) of this Agreement or any portion of the Special Bonus under section 10(g) deemed to constitute a parachute payment, payable in connection with a Change in Control and which accordingly qualify as parachute payments with the meaning of Code Section 280G. Other Parachute Payments shall include, without limitation, the Present Value of any Option Parachute Payment.

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     “Present Value” means the value, determined as of the date of the Change in Control, of any payment in the nature of compensation to which the Executive becomes entitled in connection with the Change in Control. The Present Value of each such payment shall be determined in accordance with the provisions of Code Section 280G(d)(4), utilizing a discount rate equal to 120% of the applicable Federal Rate in effect at the time of such determination, compounded semi-annually to the effective date of the Change in Control.

     (b) In the event there is any disagreement between the Executive and the Company as to whether one or more payments to which Executive becomes entitled in connection with the Change in Control constitute parachute payments within the meaning of Code Section 280G, such dispute shall be resolved by the nationally recognized firm of certified public accountants used by the Company prior to the Change in Control (the “Accounting Firm”); provided, that if such firm declines to serve, the “Accounting Firm” shall be a nationally recognized firm of certified public accountants selected by mutual agreement of the Company and the Executive.

     (c) Once the requisite determinations have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of all parachute payments attributable to the Severance Payments under this Agreement and otherwise, including without limitation the Option Parachute Payment, exceeds the Benefit Limit, the following reductions shall be made to the payments and benefits under Section 10 of this Agreement, to the extent necessary to assure that such Benefit Limit is not exceeded: first, the Executive’s salary continuation payments described in Section 10(b)(ii)(A) and then, if applicable, his Special Bonus under section 10(g), shall be reduced; and then the period of the Company’s Company-paid health-care coverage described in Section 10(b)(ii)(B) shall be shortened. To the extent the Benefit Limit is still exceeded following such reductions, then a portion of the aggregate amount of payments described in Sections 10(b)(ii)(C), (D) and (E) shall be reduced to the extent necessary to eliminate such excess and, finally, the Option Parachute Payment shall be reduced.

12. Choice of Law.

     The Executive acknowledges that a substantial portion of the Company’s business is based out of and directed from the State of New York. The Executive also acknowledges that during the course of the Executive’s employment with the Company the Executive will have substantial contacts with New York.

     The validity, interpretation and performance of this Agreement shall be governed by, and construed in accordance with, the internal law of New York, without giving effect to conflict of law principles. Both parties agree that the exclusive venue for any action, demand, claim or counterclaim relating to the terms and provisions of Sections 4, 5, 6 and 7 of this Agreement, or to their breach, shall be in the state or federal courts located in Suffolk County, New York and that such courts shall have personal jurisdiction over the parties to this Agreement.

13. Miscellaneous.

     (a) Assignment. The Executive acknowledges and agrees that the rights and obligations of the Company under this Agreement may be assigned by the Company to any successors in interest. In any event, however, this Agreement shall be binding upon and inure to

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the benefit of any successors in interest to the Company. The Executive further acknowledges and agrees that this Agreement is personal to the Executive and that the Executive may not assign any rights or obligations hereunder.

     (b) Withholding. All salary, bonus and severance payments required to be made by the Company to the Executive under this Agreement shall be subject to withholding taxes, social security and other payroll deductions in accordance with the Company’s policies applicable to employees of the Company at the Executive’s level.

     (c) Entire Agreement. Except as specifically set forth herein, this Agreement sets forth the entire agreement between the parties and supersedes any prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment.

     (d) Amendments. Any attempted modification of this Agreement will not be effective unless signed by an officer of the Company and the Executive.

     (e) Waiver of Breach. The Executive understands that a breach of any provision of this Agreement may only be waived by an officer of the Company. The waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

     (f) Severability. If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect by a court of competent jurisdiction, then the remainder of this Agreement, and the application of such provision in circumstances other than those as to which it is so declared invalid or unenforceable, shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

     (g) Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered by private messenger, private overnight mail service, or facsimile as follows (or to such other address as either party shall designate by notice in writing to the other in accordance herewith):

If to the Company:
Globecomm Systems Inc.
45 Oser Avenue
Hauppauge, NY 11788
Attn: Chief Executive Officer

With a copy to (which shall not constitute notice):

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

If to Executive:
Keith Hall

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23 Peach Tree Lane
Mount Sinai, NY 11766

     (h) Survival. The Executive and the Company agree that certain provisions of this Agreement shall survive the expiration or termination of this Agreement and the termination of the Executive’s employment with the Company. Such provisions shall be limited to those within this Agreement which, by their express and implied terms, obligate either party to perform beyond the termination of the Executive’s employment or termination of this Agreement.

     (i) Disclosure and Confidentiality. The Executive agrees to provide, and agrees that the Company similarly may provide in its discretion, a copy of the covenants contained in this Agreement to any business or enterprise which the Company may directly or indirectly own, manage, operate, finance, join, control or in which the Company participates in the ownership, management, operation, financing or control, or with which the Company may be connected or may become connected as an officer, director, executive, partner, principal, agent, representative, consultant or otherwise. The Executive also agrees that the Company may disclose a copy of this Agreement if legally required to do so, and in connection with a partnering transaction or financing, assuming that an appropriate confidentiality agreement is in place. The Executive further agrees not to disclose the existence or terms of this Agreement to any person other than the Executive’s immediate family and legal, financial or accounting professional.

     (j) Arbitration of Disputes. Any controversy or claim arising out of this Agreement or any aspect of the Executive’s relationship with the Company including the cessation thereof (other than disputes with respect to alleged violations of the covenants contained in Sections 4, 5, 6 or 7 hereof, and the Company’s pursuit of the remedies described in Section 8 hereof in connection therewith) shall be resolved by arbitration in accordance with the then existing Employment Dispute Resolution Rules of the American Arbitration Association, in New York, New York, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Except as awarded by the arbitrator pursuant to applicable statutory or legal standards, the parties shall split equally the costs of arbitration and each party shall pay its own attorneys’ fees. The parties agree that the award of the arbitrator shall be final and binding.

     (k) Rights of Other Individuals. This Agreement confers rights solely on the Executive and the Company. This Agreement is not a benefit plan and confers no rights on any individual or entity other than the undersigned.

     (l) Headings. The parties acknowledge that the headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of this Agreement.

     (m) Advice of Counsel. The Executive and the Company hereby acknowledge that each party has had adequate opportunity to review this Agreement, to obtain the advice of counsel with respect to this Agreement, and to reflect upon and consider the terms and conditions of this Agreement. The parties further acknowledge that each party fully understands the terms of this Agreement and has voluntarily executed this Agreement.

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     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year set forth below.

EXECUTIVE	GLOBECOMM SYSTEMS INC.
/s/ KEITH HALL	/s/ DAVID E. HERSHBERG
Name: Keith Hall	Name: David E. Hershberg
	Title: Chief Executive Officer

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EXHIBIT A

SEPARATION AGREEMENT
AND GENERAL RELEASE

     This Separation Agreement and General Release (this “Agreement”) is made and entered into this                      day of                     ,                     , by and between Globecomm Systems Inc. (hereinafter the “Company” or “Employer”) and Tom Coyle (“Employee”) (hereinafter collectively referred to as the “Parties”), and is made and entered into with reference to the following facts.

RECITALS

     WHEREAS, Employee was hired by the Company on or about                     , as a                     ; and

     WHEREAS, the Company and Employee have agreed to terminate their employment relationship effective                     ,                     ; and

     WHEREAS, the Parties each desire to resolve any potential disputes which exist or may exist arising out of Employee’s employment with the Company and/or the termination thereof.

     NOW THEREFORE, in consideration of the covenants and promises contained herein, the Parties hereto agree as follows:

AGREEMENT

     1. AGREEMENT BY THE COMPANY. In exchange for Employee’s agreement to be bound by the terms of this entire Agreement, including but not limited to the Release of Claims in paragraph 3, the Company agrees to provide Employee with a lump-sum payment in the amount of                      dollars ($                    ), less statutory deductions and withholdings, which amount represents                      (_) weeks’/months’/years’ salary at Employee’s rate of pay as of the Termination Date, to be paid within ten (10) days of the Company’s receipt of this Agreement, fully executed by Employee.

     Employee acknowledges that, absent this Agreement, he has no legal, contractual or other entitlement to the consideration set forth in this paragraph and that the amount set forth in this paragraph constitute valid and sufficient consideration for Employee’s release of claims and other obligations set forth herein.

     2. RELEASE OF CLAIMS. Employee hereby expressly waives, releases, acquits and forever discharges the Company and its divisions, subsidiaries, affiliates, parents, related entities, partners, officers, directors, stockholders, investors, executives, managers, employees, agents, attorneys, representatives, successors and assigns (hereinafter collectively referred to as “Releasees”), from any and all claims, demands, and causes of action which Employee has or claims to have, whether known or unknown, of whatever nature, which exist or may exist on Employee’s behalf from the beginning of time up to and including the date of this Agreement. As used in this paragraph, “claims,” “demands,” and “causes of action” include, but are not

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limited to, claims based on contract, whether express or implied, fraud, stock fraud, defamation, wrongful termination, estoppel, equity, tort, retaliation, intellectual property, personal injury, spoliation of evidence, emotional distress, public policy, wage and hour law, statute or common law, claims for severance pay, claims related to stock options and/or fringe benefits, claims for attorneys’ fees, vacation pay, debts, accounts, compensatory damages, punitive or exemplary damages, liquidated damages, and any and all claims arising under any federal, state, or local statute, law, or ordinance prohibiting discrimination on account of race, color, sex, age, religion, sexual orientation, disability or national origin, including but not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the New York State Labor Law, the New York State Human Rights Law, New York City Human Rights Law or the New York State Executive Law.

     3. ACCEPTANCE OF AGREEMENT/REVOCATION. This Agreement was received by Employee on ___, ___. Employee may accept this Agreement by returning a signed original to the Company. This Agreement shall be withdrawn if not accepted in the above manner on or before ___.

     4. CONFIDENTIALITY. Employee understands and agrees that this Agreement, and the matters discussed in negotiating its terms, are entirely confidential. It is therefore expressly understood and agreed that Employee will not reveal, discuss, publish or in any way communicate any of the terms, amount or fact of this Agreement to any person, organization or other entity, with the exception of his/her immediate family members and professional representatives, unless required by subpoena or court order. Employee further agrees that s/he will not, at any time in the future, make any statements to any third parties that disparage any of the Releasees personally or professionally.

     5. NEW YORK LAW APPLIES. This Agreement, in all respects, shall be interpreted, enforced and governed by and under the laws of the State of NEW YORK. Any and all actions relating to this Agreement shall be filed and maintained in the federal and/or state courts located in the State AND COUNTY OF SUFFOLK, and the parties consent to the jurisdiction of such courts. In any action arising out of this Agreement, or involving claims barred by this Agreement, the prevailing party shall be entitled to recover all costs of suit, including reasonable attorneys’ fees.

     6. VOLUNTARY AGREEMENT. EMPLOYEE UNDERSTANDS AND AGREES THAT HE MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS THAT HE HAS ENTERED INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITH A FULL UNDERSTANDING OF AND IN AGREEMENT WITH ALL OF ITS TERMS.

          7. Employee acknowledges that he has been, and hereby is, advised to consult with an attorney prior to the execution of this Agreement, and that he consulted with                                          (the “Attorney”). Employee acknowledges that he has been afforded an opportunity to take at least twenty-one (21) days to consider this Agreement, and that both he and the Attorney have had an adequate opportunity to review this Agreement before its execution. The parties understand and acknowledge that Employee will have a period of seven

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(7) calendar days following her execution of this Agreement in which to revoke his consent. Such revocation must be in writing and received prior to the expiration of the seven-day revocation period by:

Globecomm Systems Inc.
45 Oser Avenue
Hauppauge, NY 11788
Attn: Chief Executive Officer

[REMAINDER OF PAGE LEFT INTENTIONALLY BANK]

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     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates provided below.

		GLOBECOMM SYSTEMS INC.
		By:
Dated:	,	Its:
		KEITH HALL
Dated:	,

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EX-10.24

Exhibit 10.24

     This Employment Agreement (this “Agreement”), made and entered as of the 30^th day of June, 2008, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, NY 11788 (the “Company”) and Tom Coyle (the “Executive”).

WITNESSETH

     WHEREAS, the Company has a need for the Executive’s personal services in a senior executive capacity;

     WHEREAS, the Executive possesses the necessary strategic, financial, planning, operational and managerial skills necessary to fulfill those needs;

     WHEREAS, the Executive has been providing services to the Company as its Vice President since March 19, 2001;

     WHEREAS, the Company desires to promote the Executive to the position of Senior Vice President and General Manager, Globecomm Systems;

     WHEREAS, the Company desires to maintain the continuity of its management team and provide the Executive with incentive to remain with the Company; and

     WHEREAS, the Executive and the Company desire to enter into a formal employment agreement to fully recognize the contributions of Executive to the Company and to assure continuous harmonious performance of the affairs of the Company.

     NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:

1. Position.

     The Company hereby agrees to promote and employ the Executive to serve in the role of its Senior Vice President and General Manager, Globecomm Systems, subject to the limitations set forth herein. As such, the Executive shall be responsible for directing and managing the Company’s infrastructure solution business subject to the authority of the Chief Executive Officer of the Company. The Executive accepts such employment upon the terms and conditions set forth herein, and further agrees to perform to the best of his abilities the duties generally associated with his position, as well as such other duties commensurate with his position as Senior Vice President and General Manager, Globecomm Systems, as may be reasonably assigned by the Company. The Executive shall, at all times during the Term (as defined below), report directly to the Chief Executive Officer of the Company. The Executive shall perform his duties diligently and faithfully and shall devote his full business time and attention to such duties.

2. Term of Employment and Renewal.

     The term of Executive’s employment under this Agreement will commence on the date of this Agreement (the “Effective Date”). Subject to the provisions of Section 10 of this Agreement,

the term of Executive’s employment hereunder shall be for an initial term of two (2) years from the Effective Date (the “Initial Term”). The Initial Term of this Agreement shall be automatically extended for successive one (1) year periods (each a “Renewal Period”) unless the Company or the Executive gives written notice to the other at least ninety (90) days prior to the expiration of the Initial Term, or a Renewal Period, of such party’s election not to extend this Agreement. References herein to the “Term” shall mean the Initial Term as it may be so extended by one or more Renewal Periods. The last day of the Term is the “Expiration Date.”

3. Compensation and Benefits.

     (a) Salary. Commencing on the Effective Date, the Company agrees to pay the Executive a base salary at an annual rate of two hundred sixty thousand Dollars ($260,000), payable in such installments as is the policy of the Company (the “Salary”), but no less frequently than monthly. Thereafter, the Company shall determine appropriate increases to Executive’s Salary but in no event shall diminish the amount of Executive’s Salary below the initial rate, or below the increased rates.

     (b) Bonus. The Executive shall be eligible to receive annual bonuses at the discretion of the Company and according to performance goals to be issued by the Company to the Executive at the appropriate annual review cycle during the Term.

     (c) Benefits. The Executive shall be entitled to participate in all employee benefit plans which the Company provides or may establish from time to time for the benefit of its employees, including, without limitation, group life, medical, surgical, dental and other health insurance, short and long-term disability, deferred compensation, profit-sharing and similar plans. The Executive shall also be entitled to paid vacation in accordance with the Company’s vacation policy, which may be accrued to a maximum of forty (40) days.

     (d) Expenses. The Company shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred by him during the Term in performing services hereunder, provided that the Executive properly accounts for such expenses in accordance with the Company’s policies.

4. Confidentiality, Disclosure of Information.

     (a) The Executive recognizes and acknowledges that the Executive has had and will have access to Confidential Information (as defined below) relating to the business or interests of the Company or of persons with whom the Company may have business relationships. Except as permitted herein, the Executive will not during the Term, or at any time thereafter, use, disclose or permit to be known by any other person or entity, any Confidential Information of the Company (except as required by applicable law or in connection with the performance of the Executive’s duties and responsibilities hereunder). The term “Confidential Information” means information relating to the Company’s business affairs, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, employment agreements (other than this Agreement), personnel policies, the substance of agreements with customers, suppliers and others, marketing arrangements, customer lists, commercial arrangements, or any other

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information relating to the Company’s business that is not generally known to the public or to actual or potential competitors of the Company (other than through a breach of this Agreement). This obligation shall continue until such Confidential Information becomes publicly available, other than pursuant to a breach of this Section 4 by the Executive, regardless of whether the Executive continues to be employed by the Company.

     (b) It is further agreed and understood by and between the parties to this Agreement that all “Company Materials,” which include, but are not limited to, computers, computer software, computer disks, tapes, printouts, source, HTML and other code, flowcharts, schematics, designs, graphics, drawings, photographs, charts, graphs, notebooks, customer lists, sound recordings, other tangible or intangible manifestation of content, and all other documents whether printed, typewritten, handwritten, electronic, or stored on computer disks, tapes, hard drives, or any other tangible medium, as well as samples, prototypes, models, products and the like, shall be the exclusive property of the Company and, upon termination of Executive’s employment with the Company, and/or upon the request of the Company, all Company Materials, including copies thereof, as well as all other Company property then in the Executive’s possession or control, shall be returned to and left with the Company.

5. Inventions Discovered by Executive.

     The Executive shall promptly disclose to the Company any invention, improvement, discovery, process, formula, or method or other intellectual property, whether or not patentable or copyrightable (collectively, “Inventions”), conceived or first reduced to practice by the Executive, either alone or jointly with others, while performing services hereunder (or, if based on any Confidential Information, at any time during or after the Term), (a) which pertain to any line of business activity of the Company, whether then conducted or then being actively planned by the Company, with which the Executive was or is involved, (b) which is developed using time, material or facilities of the Company, whether or not during working hours or on the Company premises, or (c) which directly relates to any of the Executive’s work during the Term, whether or not during normal working hours. The Executive hereby assigns to the Company all of the Executive’s right, title and interest in and to any such Inventions. During and after the Term, the Executive shall execute any documents necessary to perfect the assignment of such Inventions to the Company and to enable the Company to apply for, obtain and enforce patents, trademarks and copyrights in any and all countries on such Inventions, including, without limitation, the execution of any instruments and the giving of evidence and testimony, without further compensation beyond the Executive’s agreed compensation during the course of the Executive’s employment. Without limiting the foregoing, the Executive further acknowledges that all original works of authorship by the Executive, whether created alone or jointly with others, related to the Executive’s employment with the Company and which are protectable by copyright, are “works made for hire” within the meaning of the United States Copyright Act, 17 U.S.C. (Section) 101, as amended, and the copyright of which shall be owned solely, completely and exclusively by the Company. If any Invention is considered to be work not included in the categories of work covered by the United States Copyright Act, 17 U.S.C. (Section) 101, as amended, such work is hereby assigned or transferred completely and exclusively to the Company. The Executive hereby irrevocably designates counsel to the Company as the Executive’s agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Company’s rights under this Section. This Section 5

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shall survive the termination of this Agreement. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, the Executive hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. The Executive agrees to confirm any such waivers and consents from time to time as requested by the Company.

6. Non-Competition and Non-Solicitation.

     The Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Executive’s employment with the Company the Executive has had and will have access to the Company’s Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all “goodwill” associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf.

     In recognition of this, the Executive covenants and agrees that:

     (a) During the Term, and for a period of one (1) year thereafter, the Executive may not, without the prior written consent of the Company’s board of directors (the “Board”), (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation.

     (b) During the Term, and for a period of one (1) year thereafter, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board.

     (c) During the Term, and for a period of one (1) year thereafter, the Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.

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7. Non-Disparagement.

     The Executive hereby agrees that during the Term, and at all times thereafter, the Executive will not make any statement that is disparaging about the Company, any of its officers, directors, or stockholders, including, but not limited to, any statement that disparages the products, services, finances, financial condition, capabilities or other aspect of the business of the Company. The Executive further agrees that during the same period the Executive will not engage in any conduct that is intended to inflict harm upon the professional or personal reputation of the Company or any of its officers, directors, stockholders or employees.

8. Provisions Necessary and Reasonable.

     (a) The Executive agrees that (i) the provisions of Sections 4, 5, 6 and 7 of this Agreement are necessary and reasonable to protect the Company’s Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in Section 6 of this Agreement are reasonable and necessary to protect the Company’s business interests in part because the Company’s business is international in scope; and (iii) in the event of any breach of any of the covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, the Executive agrees that in the event of a breach or threatened breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company’s right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach.

     (b) If any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part thereof, are hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions.

     (c) If any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part thereof, are held to be unenforceable by a court of competent jurisdiction because of the temporal or geographic scope of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or geographic area of such provision and, in its reduced form, such provision shall be enforceable.

9. Representations Regarding Prior Work and Legal Obligations.

     (a) The Executive represents that the Executive has no agreement or other legal obligation with any prior employer, or any other person or entity, that restricts the Executive’s ability to accept employment with, or to perform any function for, the Company.

     (b) The Executive has been advised by the Company that at no time should the Executive divulge to or use for the benefit of the Company any trade secret or confidential or proprietary information of any previous employer. The Executive expressly acknowledges that the Executive has not divulged or used any such information for the benefit of the Company.

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     (c) The Executive acknowledges that the Executive has not and will not misappropriate any Invention that the Executive played any part in creating while working for any former employer.

     (d) The Executive acknowledges that the Company is basing important business decisions on these representations, and affirms that all of the statements included herein are true.

10. Termination and Severance.

     Notwithstanding the provisions of Section 2 of this Agreement, the Executive’s employment hereunder may terminate under the following circumstances:

     (a) Termination by the Company for Cause. The Company may terminate this Agreement for Cause at any time, upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, Cause is defined as (i) the Executive’s willful and material breach of the terms of this Agreement; (ii) the Executive’s commission of any felony or any crime involving moral turpitude; (iii) gross negligence or willful misconduct by the Executive in connection with his position hereunder; or (iv) the Executive’s willful refusal to perform his duties hereunder. Upon the termination for Cause of Executive’s employment, the Company shall have no further obligation or liability to the Executive other than for salary earned under this Agreement prior to the date of termination, and any accrued but unused vacation.

     (b) Termination by the Company Without Cause or Resignation by the Executive for Good Reason.

     (i) The Executive’s employment hereunder may be terminated without Cause by the Company upon written notice to the Executive. The Executive may also terminate his employment hereunder for “Good Reason” upon one (1) month’s written notice to the Company within thirty (30) days of the occurrence of any of the following events (A) a material breach of this Agreement by the Company, which shall be interpreted to include, without limitation, a failure to pay the Executive his salary or bonus or a failure to provide the Executive his benefits; (B) a material reduction in the Executive’s duties or responsibilities; (C) a change in the Executive’s reporting relationship so that he no longer reports directly to the Chief Executive Officer; or (D) a relocation of the Executive’s worksite to a location seventy five (75) miles or more from its current location.

     (ii) Subject to Section 11, if the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason (A) the Company shall continue to pay the Executive the Salary for a two (2) year severance period commencing upon the effective date of the termination (the “Severance Period”); (B) the Company shall pay for the costs of, or reimburse the Executive for the costs he incurs in, continuing the Executive’s and his eligible dependents’ health insurance pursuant to COBRA for as long as the Executive (and/or his eligible dependents, as the case may be) are eligible for COBRA during the Severance Period, and then shall pay the cost of medical and dental coverage for the Executive comparable

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to that provided pursuant to COBRA, up to a maximum of $2000 per month, during the balance of the Severance Period; (C) during the Severance Period, the Company shall pay the cost of conversion of group term life coverage to an individual policy for the Executive; (D) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of the annual automobile allowance he received at the time of such termination; and (E) during the Severance Period, the Company shall pay to the Executive a monthly lump sum cash payment equal to one-twelfth of the non-elective deferral employer contribution made for his benefit under the Company’s 401(k) plan for the last fiscal year of the Company prior to the termination of Executive’s employment. As a condition of receiving severance payments and benefits pursuant to this Agreement, the Executive shall execute and deliver to the Company prior to his receipt of such benefits a general release substantially in the form attached hereto as Exhibit A.

     (c) Resignation by the Executive without Good Reason. The Executive may resign his employment hereunder without Good Reason upon one (1) month’s written notice to the Company. In the event of termination by the Executive pursuant to this subsection 10(c), the Company may elect to pay the Executive during the notice period (or for any remaining portion of that period) the Salary and benefits at the rate of compensation the Executive was receiving immediately before such notice of termination was tendered in lieu of actual notice.

     (d) Death. In the event of the Executive’s death during the Term of this Agreement, the Executive’s employment hereunder shall immediately and automatically terminate, and the Company shall have no further obligation or duty to the Executive or his estate or beneficiaries other than for the Salary earned under this Agreement to the date of termination and any payments or benefits due under Company policies or benefit plans.

     (e) Disability. The Company may terminate the Executive’s employment hereunder, upon written notice to the Executive, in the event that the Executive becomes disabled during the Term through any condition of either a physical or psychological nature and, as a result, is, with or without reasonable accommodation, unable to perform the essential functions of the services contemplated hereunder for (a) a period of one hundred and twenty (120) consecutive days, or (b) for shorter periods aggregating one hundred twenty (120) days during any twelve (12) month period during the Term. Any such termination shall become effective upon mailing or hand delivery of notice that the Company has elected its right to terminate under this subsection 10(e), and the Company shall have no further obligation or duty to the Executive other than for salary earned under this Agreement prior to the date of termination and any payments or benefits previously vested and due under Company policies or benefit plans.

     (f) Change in Control. Subject to Section 11, if the Executive resigns with Good Reason within one (1) year after a Change in Control (as defined below) he will be entitled to the payments and benefits described in Section 10(b)(ii) above (the “Severance Payments”) provided that, if the grounds for the termination for Good Reason are those specified in Section 10(b)(i)(B) and/or (C), and if the Company gives the Executive written notice (the “Continuation Notice”), at any time up to ten (10) days after it receives the Executive’s written resignation notice, that it wishes the Executive to continue his employment until a date not later than one (1) year after the Change in Control (the “Employment Continuation Date”), the Executive shall not

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be entitled to the Severance Payments until and unless he remains employed by the Company through the Employment Continuation Date. Nothing in this subsection 10(g) shall obligate the Company to provide the Executive with the Severance Payments upon a termination for Cause, death or disability. 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 200% of his Salary (the “Special Bonus”). The Special Bonus shall be in addition to, and not in lieu of, any Severance Payments to which Executive may otherwise become entitled under this section 10 in connection with the subsequent termination of his employment. As used herein, a “Change in Control” shall mean a change of control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”) whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if: (x) any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the 1934 Act) becomes the “beneficial owner” (as defined in Rule 13d-3 and 13d-5 under the 1934 Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; (y) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; and (z) during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. Notwithstanding the foregoing provisions of this subsection 10(g), a “Change in Control” will not be deemed to have occurred solely because of the acquisition of securities of the Company (or any reporting requirement under the 1934 Act relating thereto) by an employee benefit plan maintained by the Company for its employees. As used herein, the “Company” may include the Company’s successors subsequent to a Change in Control.

11. Benefit Limitation.

     (a) Should any payments or benefits become payable hereunder in connection with a Change in Control, then the aggregate Present Value, measured as of the Change in Control, of any Severance Payments to which the Executive becomes entitled under section 10(b)(ii) of this Agreement (namely, the salary continuation payments, the continued health care coverage, the life insurance coverage, the equivalent automobile and professional service payments and the equivalent 401(k) employer contribution payments) and, if applicable, any portion of the Special Bonus under section 10(g) which is deemed to constitute a parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) shall in no event exceed in amount the greater of the following dollar amounts (the “Benefit Limit”):

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     (i) 2.99 times the Executive’s Average Compensation, less the Present Value, measured as of the Change in Control, of all Other Parachute Payments (as defined below) to which the Executive is entitled, or

     (ii) the amount that yields the Executive the greatest after-tax amount of benefits under this Agreement after taking into account any excise tax imposed under Code Section 4999 on his payments and benefits under section 10 of this Agreement and any Other Parachute Payments,

     The portion of any option that automatically vests on an accelerated basis upon a Change in Control pursuant to the terms of the agreement evidencing that option that is deemed to be a parachute payment under Code Section 280G (the “Option Parachute Payment”) shall also be subject to the Benefit Limit. The Option Parachute Payment shall be calculated in accordance with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of the Executive’s obligation to remain in the Company’s employ as a condition to the vesting of the accelerated installment. In no event, however, shall the parachute payment attributable to any portion of such option exceed the excess of the fair market value of the accelerated option shares at the time of acceleration over the option exercise price of such shares.

     For purposes of applying the Benefit Limit, the value of the Executive’s non-competition covenant under Section 6 of this Agreement shall be determined by an independent appraisal by a nationally recognized accounting firm acceptable to both the Executive and the Company, and a portion of his Severance Payments shall, to the extent of such appraised value, be specifically allocated as reasonable compensation for such covenant.

     “Average Compensation” means the average of the Executive’s W-2 wages from the Company for the five (5) calendar years (or such fewer number of calendar years of employment with the Company) completed immediately prior to the calendar year in which the Change in Control occurs.

     Any W-2 wages for a partial year of employment will be annualized, in accordance with the frequency which such wages are paid during such partial year, before inclusion in the Executive’s Average Compensation.

     “Other Parachute Payments” means all payments in the nature of compensation that are made to the Executive, other than the Severance Payments described in section 10(b)(ii) of this Agreement or any portion of the Special Bonus under section 10(g) deemed to constitute a parachute payment, payable in connection with a Change in Control and which accordingly qualify as parachute payments with the meaning of Code Section 280G. Other Parachute Payments shall include, without limitation, the Present Value of any Option Parachute Payment.

     “Present Value” means the value, determined as of the date of the Change in Control, of any payment in the nature of compensation to which the Executive becomes entitled in connection with the Change in Control. The Present Value of each such payment shall be determined in accordance with the provisions of Code Section 280G(d)(4), utilizing a discount

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rate equal to 120% of the applicable Federal Rate in effect at the time of such determination, compounded semi-annually to the effective date of the Change in Control.

     (b) In the event there is any disagreement between the Executive and the Company as to whether one or more payments to which Executive becomes entitled in connection with the Change in Control constitute parachute payments within the meaning of Code Section 280G, such dispute shall be resolved by the nationally recognized firm of certified public accountants used by the Company prior to the Change in Control (the “Accounting Firm”); provided, that if such firm declines to serve, the “Accounting Firm” shall be a nationally recognized firm of certified public accountants selected by mutual agreement of the Company and the Executive.

     (c) Once the requisite determinations have been made, then to the extent the aggregate Present Value, measured as of the Change in Control, of all parachute payments attributable to the Severance Payments under this Agreement and otherwise, including without limitation the Option Parachute Payment, exceeds the Benefit Limit, the following reductions shall be made to the payments and benefits under Section 10 of this Agreement, to the extent necessary to assure that such Benefit Limit is not exceeded: first, the Executive’s salary continuation payments described in Section 10(b)(ii)(A) and then, if applicable, his Special Bonus under section 10(g), shall be reduced; and then the period of the Company’s Company-paid health-care coverage described in Section 10(b)(ii)(B) shall be shortened. To the extent the Benefit Limit is still exceeded following such reductions, then a portion of the aggregate amount of payments described in Sections 10(b)(ii)(C), (D) and (E) shall be reduced to the extent necessary to eliminate such excess and, finally, the Option Parachute Payment shall be reduced.

12. Choice of Law.

     The Executive acknowledges that a substantial portion of the Company’s business is based out of and directed from the State of New York. The Executive also acknowledges that during the course of the Executive’s employment with the Company the Executive will have substantial contacts with New York.

     The validity, interpretation and performance of this Agreement shall be governed by, and construed in accordance with, the internal law of New York, without giving effect to conflict of law principles. Both parties agree that the exclusive venue for any action, demand, claim or counterclaim relating to the terms and provisions of Sections 4, 5, 6 and 7 of this Agreement, or to their breach, shall be in the state or federal courts located in Suffolk County, New York and that such courts shall have personal jurisdiction over the parties to this Agreement.

13. Miscellaneous.

     (a) Assignment. The Executive acknowledges and agrees that the rights and obligations of the Company under this Agreement may be assigned by the Company to any successors in interest. In any event, however, this Agreement shall be binding upon and inure to the benefit of any successors in interest to the Company. The Executive further acknowledges and agrees that this Agreement is personal to the Executive and that the Executive may not assign any rights or obligations hereunder.

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     (b) Withholding. All salary, bonus and severance payments required to be made by the Company to the Executive under this Agreement shall be subject to withholding taxes, social security and other payroll deductions in accordance with the Company’s policies applicable to employees of the Company at the Executive’s level.

     (c) Entire Agreement. Except as specifically set forth herein, this Agreement sets forth the entire agreement between the parties and supersedes any prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment.

     (d) Amendments. Any attempted modification of this Agreement will not be effective unless signed by an officer of the Company and the Executive.

     (e) Waiver of Breach. The Executive understands that a breach of any provision of this Agreement may only be waived by an officer of the Company. The waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

     (f) Severability. If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect by a court of competent jurisdiction, then the remainder of this Agreement, and the application of such provision in circumstances other than those as to which it is so declared invalid or unenforceable, shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

     (g) Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered by private messenger, private overnight mail service, or facsimile as follows (or to such other address as either party shall designate by notice in writing to the other in accordance herewith):

If to the Company:

Globecomm Systems Inc.
45 Oser Avenue
Hauppauge, NY 11788
Attn: Chief Executive Officer

With a copy to (which shall not constitute notice):

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

If to Executive:

Tom Coyle
64 Rose Place
Selden, NY 11784

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     (h) Survival. The Executive and the Company agree that certain provisions of this Agreement shall survive the expiration or termination of this Agreement and the termination of the Executive’s employment with the Company. Such provisions shall be limited to those within this Agreement which, by their express and implied terms, obligate either party to perform beyond the termination of the Executive’s employment or termination of this Agreement.

     (i) Disclosure and Confidentiality. The Executive agrees to provide, and agrees that the Company similarly may provide in its discretion, a copy of the covenants contained in this Agreement to any business or enterprise which the Company may directly or indirectly own, manage, operate, finance, join, control or in which the Company participates in the ownership, management, operation, financing or control, or with which the Company may be connected or may become connected as an officer, director, executive, partner, principal, agent, representative, consultant or otherwise. The Executive also agrees that the Company may disclose a copy of this Agreement if legally required to do so, and in connection with a partnering transaction or financing, assuming that an appropriate confidentiality agreement is in place. The Executive further agrees not to disclose the existence or terms of this Agreement to any person other than the Executive’s immediate family and legal, financial or accounting professional.

     (j) Arbitration of Disputes. Any controversy or claim arising out of this Agreement or any aspect of the Executive’s relationship with the Company including the cessation thereof (other than disputes with respect to alleged violations of the covenants contained in Sections 4, 5, 6 or 7 hereof, and the Company’s pursuit of the remedies described in Section 8 hereof in connection therewith) shall be resolved by arbitration in accordance with the then existing Employment Dispute Resolution Rules of the American Arbitration Association, in New York, New York, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Except as awarded by the arbitrator pursuant to applicable statutory or legal standards, the parties shall split equally the costs of arbitration and each party shall pay its own attorneys’ fees. The parties agree that the award of the arbitrator shall be final and binding.

     (k) Rights of Other Individuals. This Agreement confers rights solely on the Executive and the Company. This Agreement is not a benefit plan and confers no rights on any individual or entity other than the undersigned.

     (l) Headings. The parties acknowledge that the headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of this Agreement.

     (m) Advice of Counsel. The Executive and the Company hereby acknowledge that each party has had adequate opportunity to review this Agreement, to obtain the advice of counsel with respect to this Agreement, and to reflect upon and consider the terms and conditions of this Agreement. The parties further acknowledge that each party fully understands the terms of this Agreement and has voluntarily executed this Agreement.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year set forth below.

12

EXECUTIVE	GLOBECOMM SYSTEMS INC.
/s/ TOM COYLE Name: Tom Coyle	/s/ DAVID E. HERSHBERG Name: David E. Hershberg
	Title: Chief Executive Officer

13

EXHIBIT A

SEPARATION AGREEMENT
AND GENERAL RELEASE

     This Separation Agreement and General Release (this “Agreement”) is made and entered into this ___ day of ___, ___, by and between Globecomm Systems Inc. (hereinafter the “Company” or “Employer”) and Tom Coyle (“Employee”) (hereinafter collectively referred to as the “Parties”), and is made and entered into with reference to the following facts.

RECITALS

     WHEREAS, Employee was hired by the Company on or about                     , as a                     ; and

     WHEREAS, the Company and Employee have agreed to terminate their employment relationship effective                     ,                     ; and

     WHEREAS, the Parties each desire to resolve any potential disputes which exist or may exist arising out of Employee’s employment with the Company and/or the termination thereof.

     NOW THEREFORE, in consideration of the covenants and promises contained herein, the Parties hereto agree as follows:

AGREEMENT

     1. AGREEMENT BY THE COMPANY. In exchange for Employee’s agreement to be bound by the terms of this entire Agreement, including but not limited to the Release of Claims in paragraph 3, the Company agrees to provide Employee with a lump-sum payment in the amount of                      dollars ($                    ), less statutory deductions and withholdings, which amount represents ___ (_) weeks’/months’/years’ salary at Employee’s rate of pay as of the Termination Date, to be paid within ten (10) days of the Company’s receipt of this Agreement, fully executed by Employee.

     Employee acknowledges that, absent this Agreement, he has no legal, contractual or other entitlement to the consideration set forth in this paragraph and that the amount set forth in this paragraph constitute valid and sufficient consideration for Employee’s release of claims and other obligations set forth herein.

     2. RELEASE OF CLAIMS. Employee hereby expressly waives, releases, acquits and forever discharges the Company and its divisions, subsidiaries, affiliates, parents, related entities, partners, officers, directors, stockholders, investors, executives, managers, employees, agents, attorneys, representatives, successors and assigns (hereinafter collectively referred to as “Releasees”), from any and all claims, demands, and causes of action which Employee has or claims to have, whether known or unknown, of whatever nature, which exist or may exist on Employee’s behalf from the beginning of time up to and including the date of this Agreement. As used in this paragraph, “claims,” “demands,” and “causes of action” include, but are not

14

limited to, claims based on contract, whether express or implied, fraud, stock fraud, defamation, wrongful termination, estoppel, equity, tort, retaliation, intellectual property, personal injury, spoliation of evidence, emotional distress, public policy, wage and hour law, statute or common law, claims for severance pay, claims related to stock options and/or fringe benefits, claims for attorneys’ fees, vacation pay, debts, accounts, compensatory damages, punitive or exemplary damages, liquidated damages, and any and all claims arising under any federal, state, or local statute, law, or ordinance prohibiting discrimination on account of race, color, sex, age, religion, sexual orientation, disability or national origin, including but not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the New York State Labor Law, the New York State Human Rights Law, New York City Human Rights Law or the New York State Executive Law.

     3. ACCEPTANCE OF AGREEMENT/REVOCATION. This Agreement was received by Employee on                     , ___. Employee may accept this Agreement by returning a signed original to the Company. This Agreement shall be withdrawn if not accepted in the above manner on or before                     .

     4. CONFIDENTIALITY. Employee understands and agrees that this Agreement, and the matters discussed in negotiating its terms, are entirely confidential. It is therefore expressly understood and agreed that Employee will not reveal, discuss, publish or in any way communicate any of the terms, amount or fact of this Agreement to any person, organization or other entity, with the exception of his/her immediate family members and professional representatives, unless required by subpoena or court order. Employee further agrees that s/he will not, at any time in the future, make any statements to any third parties that disparage any of the Releasees personally or professionally.

     5. NEW YORK LAW APPLIES. This Agreement, in all respects, shall be interpreted, enforced and governed by and under the laws of the State of NEW YORK. Any and all actions relating to this Agreement shall be filed and maintained in the federal and/or state courts located in the State AND COUNTY OF SUFFOLK, and the parties consent to the jurisdiction of such courts. In any action arising out of this Agreement, or involving claims barred by this Agreement, the prevailing party shall be entitled to recover all costs of suit, including reasonable attorneys’ fees.

     6. VOLUNTARY AGREEMENT. EMPLOYEE UNDERSTANDS AND AGREES THAT HE MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS THAT HE HAS ENTERED INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITH A FULL UNDERSTANDING OF AND IN AGREEMENT WITH ALL OF ITS TERMS.

          7. Employee acknowledges that he has been, and hereby is, advised to consult with an attorney prior to the execution of this Agreement, and that he consulted with                                          (the “Attorney”). Employee acknowledges that he has been afforded an opportunity to take at least twenty-one (21) days to consider this Agreement, and that both he and the Attorney have had an adequate opportunity to review this Agreement before its execution. The parties understand and acknowledge that Employee will have a period of seven

15

(7) calendar days following her execution of this Agreement in which to revoke his consent. Such revocation must be in writing and received prior to the expiration of the seven-day revocation period by:

Globecomm Systems Inc.
45 Oser Avenue
Hauppauge, NY 11788
Attn: Chief Executive Officer

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates provided below.

	GLOBECOMM SYSTEMS INC.
	By:
Dated:                                          ___,___	Its:
	TOM COYLE
Dated:                                          ___, ___

17

EX-21

EXHIBIT 21

Subsidiaries of the Registrant

Globecomm Network Services Corporation	Delaware
GSI Properties Corp.	New York
Globecomm Services Maryland LLC	Delaware
Cachendo LLC	Delaware

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

(1)	Registration Statement (Form S-3 No. 333-141464) of Globecomm Systems Inc.
(2)	Registration Statement (Form S-8 No. 333-70527) pertaining to the Globecomm Systems Inc. 1997 Stock Incentive Plan and the 1999 Employee Stock Purchase Plan
(3)	Registration Statement (Form S-8 No. 333-95783) pertaining to the Globecomm Systems Inc. 1997 Stock Incentive Plan
(4)	Registration Statement (Form S-8 No. 333-54622) pertaining to the Globecomm Systems Inc. 1997 Stock Incentive Plan
(5)	Registration Statement (Form S-8 No. 333-81822) pertaining to the Globecomm Systems Inc. 1997 Stock Incentive Plan
(6)	Registration Statement (Form S-8 No. 333-102928) pertaining to the Globecomm Systems Inc. 1997 Stock Incentive Plan
(7)	Registration Statement (Form S-8 No. 333-112351) pertaining to the Globecomm Systems Inc. 1997 Stock Incentive Plan
(8)	Registration Statement (Form S-8 No. 333-120635) pertaining to the Globecomm Systems Inc. 1997 Stock Incentive Plan
(9)	Registration Statement (Form S-8 No. 333-122421) pertaining to the Globecomm Systems Inc. 1997 Stock Incentive Plan, and
(10)	Registration Statement (Form S-8 No. 333-138915) pertaining to the Globecomm Systems Inc. 2006 Stock Incentive Plan

of our reports dated September 10, 2008, with respect to the consolidated financial statements and schedule of Globecomm Systems Inc., and the effectiveness of internal control over financial reporting of Globecomm Systems Inc., included in this Annual Report (Form 10-K) for the year ended June 30, 2008.

/s/ Ernst & Young LLP  

Melville, New York
September 10, 2008

EX-31.1

EXHIBIT 31.1

Chief Executive Officer Certification

Required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended

I, David E. Hershberg, certify that:

1. I have reviewed this Annual Report on Form 10-K of Globecomm Systems Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 15, 2008	By:	/s/ DAVID E. HERSHBERG
		David E. Hershberg
		Chairman of the Board and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Chief Financial Officer Certification

Required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended

I, Andrew C. Melfi, certify that:

1. I have reviewed this Annual Report on Form 10-K of Globecomm Systems Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 15, 2008	By:	/s/ ANDREW C. MELFI
		Andrew C. Melfi
		Vice President, Chief Financial Officer and Treasurer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

David E. Hershberg, Chief Executive Officer of Globecomm Systems Inc., and Andrew C. Melfi, Chief Financial Officer of Globecomm Systems Inc., each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the annual report of Globecomm Systems Inc. on Form 10-K for the fiscal year ended June 30, 2008 (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Globecomm Systems Inc.

Date: September 15, 2008	By:	/s/ DAVID E. HERSHBERG
		David E. Hershberg
		Chairman of the Board and Chief Executive Officer
	By:	/s/ ANDREW C. MELFI
		Andrew C. Melfi
		Vice President, Chief Financial Officer and Treasurer

A signed original of this written statement required by Section 906 has been provided to Globecomm Systems Inc. and will be retained by Globecomm Systems Inc. and furnished to the Securities Exchange Commission or its staff upon request.