0001140361-19-022446.txt : 20191212 0001140361-19-022446.hdr.sgml : 20191212 20191212162104 ACCESSION NUMBER: 0001140361-19-022446 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191210 FILED AS OF DATE: 20191212 DATE AS OF CHANGE: 20191212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stolte John J Jr CENTRAL INDEX KEY: 0001367780 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33118 FILM NUMBER: 191282058 MAIL ADDRESS: STREET 1: C/O ORBCOMM INC. STREET 2: 395 W PASSAIC STREET, SUITE 325 CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ORBCOMM Inc. CENTRAL INDEX KEY: 0001361983 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 412118289 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 395 W PASSAIC STREET, SUITE 325 CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 BUSINESS PHONE: 703-433-6300 MAIL ADDRESS: STREET 1: 395 W PASSAIC STREET, SUITE 325 CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 4 1 form4.xml FORM 4 X0306 4 2019-12-10 0001361983 ORBCOMM Inc. ORBC 0001367780 Stolte John J Jr C/O ORBCOMM INC. 395 W PASSAIC STREET, SUITE 325 ROCHELLE PARK NJ 07662 true EVP, Technology & Operations Common Stock 109788 D Restricted Stock Unit (Performance Vested) 0 2019-12-10 4 A 0 22321 0 A Common Stock 22321 22321 D Restricted Stock Unit (Time Vested) 0 2019-12-10 4 A 0 22321 0 A Common Stock 22321 22321 D Performance Right (Performance Unit Award) 2019-12-10 4 A 0 0 0 A Common Stock 0 D Stock Appreciation Right 6.6 Common Stock 23000 23000 D Stock Appreciation Right 5.92 Common Stock 23000 23000 D Stock Appreciation Right 2.46 Common Stock 75000 75000 D Stock Appreciation Right 2.46 Common Stock 15825 15825 D Stock Appreciation Right 3.65 Common Stock 13750 13750 D Stock Appreciation Right 3.42 Common Stock 17345 17345 D Stock Appreciation Right 2.74 Common Stock 50000 50000 D Stock Appreciation Right 3.53 Common Stock 40000 40000 D Restricted Stock Unit (Performance Vested) 0 Common Stock 9669 9669 D Restricted Stock Unit (Time Vested) 0 Common Stock 9668 9668 D Performance Right (Performance Unit Award) Common Stock 0 D Performance Right (Performance Unit Award) Common Stock 0 D Performance Right (Performance Unit Award) Common Stock 0 D Each Performance Vested Restricted Stock Unit ("PV RSU") represents the right to receive one share of common stock or its cash equivalent. The PV RSU will vest based on the achievement by the employee and/or ORBCOMM Inc. (the "Company") of certain performance targets for fiscal year 2020. Each Time Vested Restricted Stock Unit ("TV RSU") represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2021. The 2020 Performance Unit Award ("PUA") represents the right to receive up to 45% of the reporting person's 2020 base salary, in cash, common stock or a combination of both, as determined by the Compensation Committee (the "Committee"). The 2020 PUA is allocated in 3 equal amounts (15% of 2020 base salary) to each of 2020, 2021 and 2022 and will vest and be payable only if the stock price reaches specified price targets as of 12/31 of each year and the reporting person is employed by the Company as of the vesting and payment dates. No portion of the 2020 PUA will vest if the threshold stock price is not reached for that year. If the stock price is above the threshold level for that year, the amount of the 2020 PUA that vests and is payable will increase up to the maximum portion of the 2020 PUA allocated to that year. The market price of the Company's common stock as of 12/31 of each year will be based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31. Each Time Vested Stock Appreciation Right ("TV SAR") represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the TV SAR (December 17, 2014) to the date of exercise of the TV SAR. The TV SAR awards vested on January 1, 2016. The TV SAR awards expire on December 17, 2024 and have an exercise price of $6.60 per share, the closing price of the common stock on the grant date. Each TV SAR represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the TV SAR (December 12, 2013) to the date of exercise of the TV SAR. The TV SAR awards vested on January 1, 2015. The TV SAR awards expire on December 12, 2023 and have an exercise price of $5.92 per share, the closing price of the common stock on the grant date. Each TV SAR represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the TV SAR (March 3, 2010) to the date of exercise of the TV SAR. 25,000 of the TV SAR awards vested on each of December 31, 2010, December 31, 2011 and December 31, 2012. The TV SAR awards expire on March 3, 2020 and have an exercise price of $2.46 per share, the closing price of the common stock on the grant date. Each Performance Vested Stock Appreciation Right ("PV SAR") represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the PV SAR (March 3, 2010) to the date of exercise of the PV SAR. In March 2011, 15,825 PV SARs of the 25,000 PV SAR awards originally granted vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2010 and 9,175 PV SARs lapsed unvested. The PV SARs expire on March 3, 2020 and have an exercise price of $2.46 per share, the closing price of the common stock on the grant date. Each PV SAR represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the PV SAR (March 2, 2011) to the date of exercise of the PV SAR. In March 2012, 13,750 PV SARs of the 25,000 PV SAR awards originally granted vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2011 and 11,250 PV SARs lapsed unvested. The PV SARs expire on March 2, 2021 and have an exercise price of $3.65 per share, the closing price of the common stock on the grant date. Each PV SAR represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the PV SAR (March 7, 2012) to the date of exercise of the PV SAR. In March 2013, 17,345 PV SARs of the 25,000 PV SAR awards originally granted vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2012 and 7,655 PV SARs lapsed unvested. The PV SARs expire on March 7, 2022 and have an exercise price of $3.42 per share, the closing price of the common stock on the grant date. Each TV SAR represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the TV SAR (October 26, 2011) to the date of exercise of the TV SAR. The TV SAR awards vested on December 31, 2011. The TV SAR awards expire on October 26, 2021 and have an exercise price of $2.74 per share, the closing price of the common stock on the grant date. Each TV SAR represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the TV SAR (October 24, 2012) to the date of exercise of the TV SAR. The TV SAR awards vested on January 1, 2014. The TV SAR awards expire on October 24, 2022 and have an exercise price of $3.53 per share, the closing price of the common stock on the grant date. Each PV RSU represents the right to receive one share of common stock or its cash equivalent. The PV RSU will vest based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2019. Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2020. The 2017 PUA represents the right to receive up to 45% of the reporting person's 2017 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2017 PUA was allocated in 3 equal amounts (15% of 2017 base salary) to each of 2017, 2018 and 2019 and vests and is payable only if the stock price reaches specified price targets as of 12/31 of each year and the reporting person is employed by the Company as of the vesting and payment dates. No portion of the 2017 PUA vests if the threshold stock price is not reached for that year. If the stock price is above the threshold level for that year, the amount of the 2017 PUA that vests and is payable will increase up to the maximum portion of the 2017 PUA allocated to that year. The market price of the Company's common stock as of 12/31 of each year is based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31. The 2018 PUA represents the right to receive up to 45% of the reporting person's 2018 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2018 PUA was allocated in 3 equal amounts (15% of 2018 base salary) to each of 2018, 2019 and 2020 and vests and is payable only if the stock price reaches specified price targets as of 12/31 of each year and the reporting person is employed by the Company as of the vesting and payment dates. No portion of the 2018 PUA vests if the threshold stock price is not reached for that year. If the stock price is above the threshold level for that year, the amount of the 2018 PUA that vests and is payable will increase up to the maximum portion of the 2018 PUA allocated to that year. The market price of the Company's common stock as of 12/31 of each year is based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31. The 2019 PUA represents the right to receive up to 45% of the reporting person's 2019 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2019 PUA was allocated in 3 equal amounts (15% of 2019 base salary) to each of 2019, 2020 and 2021 and will vest and be payable only if the stock price reaches specified price targets as of 12/31 of each year and the reporting person is employed by the Company as of the vesting and payment dates. No portion of the 2019 PUA will vest if the threshold stock price is not reached for that year. If the stock price is above the threshold level for that year, the amount of the 2019 PUA that will vest and be payable will increase up to the maximum portion of the 2019 PUA allocated to that year. The market price of the Company's common stock as of 12/31 of each year will be based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31. Exhibit 24 - Power of Attorney /s/ Christian Le Brun, by power of attorney 2019-12-12 EX-24 2 ex24.htm EXHIBIT 24
Exhibit 24

POWER OF ATTORNEY
 
The undersigned, as a Section 16 reporting person of ORBCOMM Inc. (the “Company”), hereby constitutes and appoints Marc Eisenberg, Christian Le Brun and Constantine Milcos, and each of them, the undersigned’s true and lawful attorney-in-fact to:
 
1.          Complete and execute Forms 3, 4, 5, and 144, and Form ID (Uniform Application for Access Codes to File on EDGAR), and other forms and all amendments thereto as such attorney-in-fact shall in his or her discretion determine to be required or advisable pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and, in each case, the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company;
 
2.          Do and perform any and all acts for and on the behalf of the undersigned which may be necessary or desirable in order to complete and execute any such form, complete and execute any amendments thereto, and timely file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate; and
 
3.          Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 or 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of December, 2019.
 
Signature:
 /s/ John Stolte  
Print Name:
 John Stolte


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