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GLOBALSTAR, INC.

461 S. Milpitas Blvd.

Milpitas, California 95035

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held September 23, 2009

Dear Stockholder:

It is my pleasure to invite you to attend the 2009 Annual Meeting of Stockholders of Globalstar, Inc.

The meeting will be held at our headquarters at 461 S. Milpitas Blvd., Milpitas, California 95035 at 10 a.m. on September 23, 2009.  At the meeting, you will be asked to:

(1)  Elect Peter J. Dalton, William A. Hasler and James Monroe III as the three Class C Directors;

(2)  Approve Amendment #1 to our Amended and Restated Certificate of Incorporation to authorize an additional 200,000,000 shares of common stock and create a new class of nonvoting common stock; and

(3)  Consider any other matters that may properly be brought before the meeting.

Your vote is important.  To ensure that your shares are voted at the meeting, we encourage you to act promptly.  Please vote, sign, date and return the enclosed proxy card.

We look forward to seeing you at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on September 23, 2009

The proxy statement and annual report are available at www.globalstar.com.

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PROXY STATEMENT

GLOBALSTAR, INC.

Annual Meeting of Stockholders

September 23, 2009

INFORMATION ABOUT THE MEETING, VOTING AND ATTENDANCE

We are sending you this proxy statement and the enclosed proxy card because our Board of Directors (the “Board”) is soliciting your proxy to vote your stock at our 2009 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, stockholders will be asked to elect three Class C Directors; to approve an amendment to our Amended and Restated Certificate of Incorporation; and to consider any other matters that may properly be brought before the meeting.  You are invited to attend the Annual Meeting, where you may vote your stock directly.  However, whether or not you attend the Annual Meeting, you may vote by proxy as described on the next page.

We expect to begin mailing these proxy materials on or about September 4, 2009 to stockholders of record at the close of business on September 1, 2009 (the “Record Date”).

Who Can Vote

Only holders of record of our Common Stock and our Series A Preferred Stock at the close of business on the Record Date are entitled to vote at the Annual Meeting.  On the Record Date, there were 277,055,992 shares of Common Stock outstanding and entitled to vote on an as-converted basis.  Each share of Common Stock that you owned as of the Record Date entitles you to one vote on each matter to be voted on at the Annual Meeting.  Each share of Series A Preferred Stock votes on an as-converted basis.

Shares Held in “Street Name” — If your shares are held in the name of your broker, bank or other nominee on the Record Date, the nominee should be contacting you to seek your instructions on how to vote.  If you do not instruct your nominee before the Annual Meeting as to how you wish to vote, then under currently applicable rules, the nominee will have discretionary authority to vote your shares on the election of directors. If a nominee does not have discretionary voting authority on a matter, the nominee is not permitted to vote on that matter unless it receives voting instructions from you.

Quorum Requirement

A quorum of stockholders is necessary to hold a valid meeting.  A quorum will exist if holders of a majority of the shares of Common Stock entitled to vote at the meeting (138,527,997 shares) are present in person or by proxy.  Abstentions, broker non-votes and votes withheld from director nominees count as shares of Common Stock present at the meeting for purposes of establishing a quorum.

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How to Vote Your Shares Held of Record

If you are a stockholder of record, you can vote before or at the Annual Meeting on the matters to be presented in either of the ways described below.  If you vote by proxy card, you are authorizing the persons named on the enclosed proxy card (the “management proxies”) to vote your stock in the manner you direct.

·                  By Mail — You may vote by completing, signing, dating and returning the enclosed proxy card.  This proxy card must be received by the close of business on September 22, 2009.

·                  In Person — You may come to the Annual Meeting and cast your vote there.

Voting Authority of Management Proxies

If you vote by proxy, the management proxies will vote as directed by you.  If you send in a properly executed proxy card without specific voting instructions, your shares of Common Stock represented by the proxy will be voted as recommended by the Board, namely:

·                  FOR the election of all nominees for director.

·                  FOR the approval of Amendment #1 to the Amended and Restated Certificate of Incorporation.

Our Chairman and controlling stockholder, Mr. Monroe, has informed us that he intends to vote in favor of the two proposals on behalf of himself and the entities he controls, which assures approval of both proposals.

Other Business — We are not aware of any other matter that is expected to be acted on at the Annual Meeting.

How to Change or Revoke Your Proxy Vote

If you send in a proxy card and later want to change or revoke your vote, you may do so at any time provided that your instructions are received before voting closes.  You may change or revoke your vote in any of the following ways:

·                  by mailing new voting instructions to us on a proxy card with a later date;

·                  by notifying our Secretary in writing (at the address listed at the end of this proxy statement) that you have revoked your proxy; or

·                  by voting in person at the Annual Meeting.

You may use any of these methods to change your vote, regardless of the method used previously to submit your vote.  Representatives of Computershare will count only the most recent vote received and serve as the independent inspectors of election for the meeting.

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Method and Cost of Soliciting Proxies

We have asked banks, brokers and other institutions, nominees and fiduciaries to forward our proxy material to beneficial owners and to obtain authority to execute proxies on their behalf, and we will reimburse them for their expenses in doing so.  Proxies also may be solicited by our management, without additional compensation, through the mail, in person, or by telephone or electronic means.

Admission to the Meeting

Admission to the Annual Meeting will be limited to our stockholders of record, persons holding proxies from our stockholders of record and beneficial owners of Common Stock.  If your stock is registered in your name, we will verify your ownership at the meeting in our list of stockholders as of the Record Date.  If your stock is held through a broker or a bank, you must bring to the meeting proof of your ownership of the stock.  This could consist of, for example, a bank or brokerage firm account statement that shows your ownership as of the Record Date or a letter from your bank or broker confirming your ownership as of the Record Date.

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SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table shows (i) the number of shares of Common Stock beneficially owned as of the Record Date by each director and nominee for director, by each executive officer named in the Summary Compensation Table, and by all directors, nominees and executive officers as a group and (ii) all the persons who were known to be beneficial owners of five percent or more of our Common Stock and our Series A Convertible Preferred Stock, our only voting securities, on September 1, 2009 based upon 150,881,958 shares of Common Stock outstanding and 277,055,992 shares outstanding on an as-converted basis as of that date.  Holders of our Common Stock are entitled to one vote per share.  Holders of our Series A Convertible Preferred Stock are entitled to vote on an as-converted basis, subject to certain limitations.

*Less than 1% of outstanding shares.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and Directors and persons who own more than 10% of any class of our equity securities to file forms with the SEC and NASDAQ reporting their ownership and any changes in their ownership of those securities.  These persons also must provide us with copies of these forms when filed.  Based on a review of copies of those forms, our records, and written representations from our Directors and executive officers that no other reports were required, we believe that, except as described below, all Section 16(a) filing requirements were complied with during and for 2008, except for a Form 3 for Martin Neilsen.

DISCUSSION OF PROPOSALS TO BE VOTED ON

PROPOSAL 1:  ELECTION OF DIRECTORS

Our bylaws provide for a Board of seven members.  The Board currently consists of seven members.

Our Board is divided into three classes, with staggered three-year terms.  Each of Class A and B consists of two directors, and Class C consists of three directors.  The terms of the directors of each class expire at the annual meetings of stockholders to be held in 2009 (Class C), 2010 (Class A) and 2011 (Class B).  At each annual meeting of stockholders, one class of directors will be elected for a term of three years to succeed the directors whose terms are expiring.  The current Directors are:  Class A — Richard S. Roberts and J. Patrick McIntyre; Class B — James F. Lynch and Kenneth E. Jones; and Class C — Peter J. Dalton, William A. Hasler and James Monroe III.

Upon recommendation of the Nominating and Governance Committee, the Board has nominated Peter J. Dalton, William A. Hasler and James Monroe III for election as Class C Directors at the Annual Meeting. Each of these nominees has consented to being named in this proxy statement and has agreed to serve if elected.  If you elect them, they will hold office until the annual meeting to be held in 2012 or until their successors have been elected and qualified.  The Board is not aware of any reason why either nominee would be unable to serve as a director if elected. If prior to the Annual Meeting either nominee should become unable to serve as a director, the management proxies may vote for another nominee proposed by the Board, although proxies may not be voted for more than three nominees.  If any director resigns, dies or is otherwise unable to serve out his term, or if the Board increases the number of directors, the Board may fill the vacancy for the balance of that director’s term.  Under our Bylaws, only the Board may fill vacancies on the Board.

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Information about Nominees for Director

The nominees for election as Class C Directors are as follows:

Class C

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Information about Continuing Directors

Class A

Class B

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Vote Required to Elect Directors

The three nominees who receive the highest number of votes cast (a plurality) will be elected as directors.  There is no provision for cumulative voting in the election of directors.  If you do not vote for a particular nominee, or if you indicate “withhold authority” to vote for a particular nominee, your vote will not count “for” the nominee.  “Abstentions” and “broker non-votes” will not count as a vote cast with respect to that nominee’s election.  However, as described on page 1, in these cases your vote will be counted for purposes of determining a quorum.

Board Recommendation

The Board recommends that stockholders vote FOR the election of the three Class C directors.

PROPOSAL 2: APPROVAL OF AMENDMENT #1 TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Purposes of the Proposed Increase in Authorized Stock and Create a New Class of Nonvoting Common Stock

As described in further detail in “Reportable Related Party Transactions and Compensation Committee Interlocks and Insider Participation,” we entered into several agreements with Thermo Funding Company LLC, an entity controlled by Mr. Monroe, to meet certain conditions precedent to the funding of our new $586.3 million credit facility.  These agreements resulted in the issuance of convertible preferred stock and warrants that, if converted or exercised, would result in Thermo Funding Company and its affiliates owning more than 70% of our outstanding voting stock.  This level of ownership would trigger change in control provisions in the indenture governing our 5.75% Convertible Senior Notes due 2028 and our 8.00% Convertible Senior Unsecured Notes and the agreement for our credit facility. The agreements with Thermo Funding Company permit us to satisfy conversions or exercises that would cause the ownership to exceed 70% by issuing nonvoting common stock.  Our Amended and Restated Certificate of Incorporation currently does not authorize issuance of nonvoting common stock.  Our Board believes it is in our best interest to have the flexibility to issue

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nonvoting common stock so our contractual obligations to Thermo Funding Company can be met without causing a change in control under the indenture or facility agreement.  Creating this new class of nonvoting common stock would require us to reserve an equal number of shares of voting common stock.  We must increase the total number of shares of stock authorized for issuance under our Amended and Restated Certificate of Incorporation to provide for enough capital to issue the underlying nonvoting common stock and cover the reserve of voting common stock without adversely affecting our capital structure.

Our Amended and Restated Certificate of Incorporation authorizes 900,000,000 shares of stock, of which 100,000,000 shares are designated for preferred stock and 800,000,000 shares are designated as common stock.  Of this amount, one share of Series A Convertible Preferred Stock and 145,418,680 shares of common stock were issued and outstanding as of August 21, 2009 and another approximately 205.6 million shares of common stock were reserved for issuance under our equity incentive plan and upon the conversion of outstanding preferred stock, warrants and convertible notes.  Certain of the outstanding convertible notes and warrants contain anti-dilution provisions that could increase our reserve obligations. Accordingly, on August 24, 2009, the Board of Directors approved the proposed amendment and authorized and directed the submission for stockholder approval of the proposed amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our stock from 900,000,000 to 1,100,000,000 shares, of which the number of shares designated as voting common stock shall be increased from 800,000,000 to 865,000,000 and the number of shares designated as nonvoting common stock will be 135,000,000.

The proposed increase in authorized stock will make it possible for us to meet our existing contractual obligations without causing a change in control under other agreements and to provide for additional shares of common stock that would be available for issuance from time to time for corporate purposes, including raising additional capital, acquisitions of companies or assets and sales of common stock, or securities convertible into common stock.

We believe it is also necessary to provide us with the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment.  If we issue additional shares, the ownership interests of holders of our common stock will be diluted.  Also, if we issue shares of other series of preferred stock, the shares may have rights, preferences and privileges senior to those of our common stock.  Except as required or permitted under our existing obligations, we have no current plan to issue additional shares.

Description of the Amendment and the Terms of the Nonvoting Common Stock

The amendment will amend and restate paragraph FOURTH of our Amended and Restated Certificate of Incorporation.  The full text of the amendment is included as Annex A to this proxy statement.  Other than the changes to the outstanding capital described above, the terms of our existing common stock and Series A Convertible Preferred Stock, and our ability to issue “blank check” preferred stock (preferred stock the terms of which are determined by our Board upon issuance) are restated in their existing forms.

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The nonvoting common stock will have identical rights and privileges, including dividend and liquidation rights, as our existing common stock, except that holders of nonvoting common stock will not be entitled to vote on any election or removal of our directors.  Holders of nonvoting common stock will have the right to convert the shares into voting common stock (i) at the discretion of any holder; provided, however, that if the holder is Thermo Funding Company or its affiliates, conversion will not be permitted if it would cause Thermo to own directly or indirectly voting stock in the election of directors representing 70% or more of the total voting power of all our outstanding voting stock having power to vote in the election of directors, (ii) the transfer (or, in the case of a transfer pursuant to a registration statement filed with the Securities and Exchange Commission or Rule 144 under the Securities Act of 1933, as amended, the proposed transfer) of such share of nonvoting common stock by the holder thereof to any transferee other than Thermo, (iii) our merger or consolidation with or into any other corporation (except a subsidiary of ours or of Thermo) or (iv) the sale of all or substantially all of our assets.

Upon approval by our stockholders of this amendment, authorized but unissued shares of common stock, nonvoting common stock and preferred stock may be issued at such times, for such purposes, and for such consideration as the Board may determine to be appropriate without further authority from our stockholders, except as otherwise required by applicable law.

Other Factors to be Considered

The authorization of additional shares and the creation of a class of nonvoting common stock called for by this proposal will not affect the rights, such as voting and liquidation rights, of the shares of common stock currently outstanding.  Under the Amended and Restated Certificate of Incorporation, stockholders do not have preemptive rights.  Therefore, should the Board elect to issue additional shares of capital stock, existing stockholders would not have any preferential rights to purchase those shares and the issuance could have a dilutive effect on earnings per share, book value per share and the voting power and shareholdings of current stockholders, depending on the particular circumstances in which the additional shares of common stock are issued.  The Board does not intend to issue any additional shares of capital stock except on terms that it deems to be in the best interests of Globalstar and its stockholders.  Because Mr. Monroe, through Thermo, is able to control the election of all of the members of our Board and the vote on substantially all other matters, including this proposal and significant corporate transactions such as the approval of a merger or other transaction involving our sale, his interests may conflict with those of other stockholders.  At this time, we anticipate that Thermo will be the only holder of the nonvoting common stock.

The issuance of additional shares of common stock also may potentially have an anti-takeover effect by making it more difficult to obtain stockholder approval of various transactions.  The proposed increase in the number of authorized shares could enable the Board to issue shares of common stock, nonvoting stock and preferred stock to render more difficult an attempt by another person or entity to obtain control of us, although the Board has no present intention of issuing additional shares for such purposes and has no present knowledge of any takeover efforts.

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If the proposed amendment is adopted, it will become effective upon the filing with the Secretary of State of Delaware of a Certificate of Amendment to our Amended and Restated Certificate of Incorporation.

Vote Required to Approve the Amendment

The affirmative vote of a majority of our outstanding shares entitled to vote at the Annual Meeting is required to approve this amendment to our Amended and Restated Certificate of Incorporation.

Board Recommendation

The Board recommends that stockholders vote FOR approval of the amendment to our Amended and Restated Certificate of Incorporation.

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INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

Board Governance, Meetings and Attendance at Meetings

Our Board has three standing committees: Audit, Compensation, and Nominating and Governance.  The Board established these committees on October 23, 2006, at which time it also adopted a charter for each standing committee. In addition, on August 1, 2008, the Board, having determined that Messrs. Dalton, Jones and McIntyre are “disinterested directors” under Section 144 of the Delaware General Corporation Law, appointed these directors to serve as a Special Committee to act on our behalf to review, evaluate, negotiate and approve any proposed transactions with Thermo that may be required because of our capital requirements.  This committee’s authority expired on December 31, 2008.  On April 3, 2009, the Board extended the Special Committee’s authority through December 31, 2009.  On July 8, 2009, Mr. Hasler replaced Mr. Dalton on the Special Committee.

We have a Code of Conduct that is applicable to all employees, including executive officers, as well as to directors to the extent relevant to their service as directors. The committee charters and Code of Conduct are available on our website at www.globalstar.com by clicking on “Corporate Site,” “Investor Relations” and “Corporate Governance.”  You may request a copy of any of these documents to be mailed to you as described on page 35 of this proxy statement.  We will post any amendments to, or waivers from, the Code of Conduct that apply to our principal executive and financial officers on our website.

Thermo and its affiliates hold stock representing a majority of our voting power. See “Security Ownership of Principal Stockholders and Management.”  As a result, we are a “controlled company” for purposes of the NASDAQ Marketplace Rules and are not required to have a majority of independent Directors on the Board or to comply with the requirements for compensation and nominating/governance committees.  However, we are subject to all other NASDAQ corporate governance requirements, including the rule requiring that the audit committee be composed entirely of independent directors.

The Board has determined that Messrs. Hasler, Jones and McIntyre are independent directors as defined in Rule 10A-3 under the Securities Exchange Act of 1934 and in the NASDAQ Marketplace Rules.  This determination was based on the absence of any relationship known to the Board between Messrs. Hasler, Jones or McIntyre and us (other than as a director and stockholder) and the Board’s conclusion that the relationships described below do not affect the independence of any of them as a Director.

Mr. Jones owns a 14% limited partnership interest in Thermo United LP.  The general partner of Thermo United LP and its remaining equity are controlled by Mr. Monroe and his affiliates.  The sole asset of Thermo United LP was an approximately 78% interest in United Holdings LLC, an Oklahoma City based distributor of diesel engines, which was sold to an unaffiliated entity in January 2007, prior to Mr. Jones joining the Board.  Thermo United LP dissolved in March 2009.

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Mr. Hasler is a director of ET Water, a privately held company of which Mr. Dalton is Chairman. Mr. McIntyre is the Chief Executive Officer of ET Water and Mr. Jones is also a director of ET Water. Messrs. Hasler and Jones are minority equity owners in Globe Wireless and Mr. Jones serves as non-executive chairman. In addition, in 2008 we purchased $7.7 million of services and equipment from Globe Wireless. All such sales were made on customary terms and conditions.

During 2008, the Board held 10 meetings and took action by unanimous written consent 24 times.  Each director serving on the Board in 2008 attended at least 75% of the meetings of the Board and of each committee on which he served.

We expect directors to attend the Annual Meeting.  Three of the six directors then in office attended the 2008 Annual Meeting.

Audit Committee

The current members of the Audit Committee are Messrs. Hasler, Jones and McIntyre.  Mr. Hasler serves as Chairman, and the Board has determined that he is an “audit committee financial expert” as defined by SEC rules.  Mr. Dalton served as Chairman of the Audit Committee until his election as our Chief Executive Officer on July 8, 2009.  Mr. Hasler joined the Audit Committee on the same date as Chairman.

The principal functions of the Audit Committee include:

·                  appointing and replacing our independent registered public accounting firm;

·                  approving all fees and all audit and non-audit services of the independent registered public accounting firm;

·                  annually reviewing the independence of the independent registered public accounting firm;

·                  assessing annual audit results;

·                  periodically reassessing the effectiveness of the independent registered public accounting firm;

·                  reviewing our financial and accounting policies and its annual and quarterly financial statements and earnings releases;

·                  reviewing the adequacy and effectiveness of our internal accounting controls and monitoring progress for compliance with Section 404 of the Sarbanes-Oxley Act;

·                  overseeing our programs for compliance with laws, regulations and company policies;

·                  approving all related person transactions;

·                  considering any requests for waivers from our Code of Conduct for senior executive and financial officers (any such waivers being subject to Board approval); and

·                  in connection with the foregoing, meeting with our independent registered public accounting firm and financial management.

During 2008, the Audit Committee held four meetings and took action by unanimous written consent once.

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The Audit Committee has furnished the following report for inclusion in this proxy statement.

Audit Committee Report for 2008

In addition to other activities, the Committee:

·                  reviewed and discussed with management the Company’s audited financial statements for 2008;

·                  discussed with Crowe Horwath LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended and codified (Communication with Audit Committees), including significant accounting policies, management’s judgments and accounting estimates, and Crowe Horwath’s judgments about the quality of the Company’s accounting principles as applied in its financial reporting;

·                  received the written disclosures and the letter from Crowe Horwath required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning the accountant’s independence from the Company and its subsidiaries, and discussed with Crowe Horwath their independence; and

·                  reviewed the provision of non-audit services rendered to the Company by Crowe Horwath in 2008 and determined that the provision of such services was compatible with maintaining their independence.

Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2008 be included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

August 24, 2009

Compensation Committee

The current members of the Compensation Committee are Messrs. Monroe, Dalton and McIntyre.  Mr. Monroe serves as Chairman.  The principal functions of the Compensation Committee include:

·                  reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers in light of business strategies and objectives;

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·                  reviewing and approving all compensation of our chief executive officer and other executive officers; and

·                  administering our incentive compensation plans, including the 2006 Equity Incentive Plan, and, in this capacity, recommending all grants or awards to our Directors, executive officers and other eligible participants under these plans to the Board.

As indicated above, the Compensation Committee is responsible for establishing the compensation of each of our executive officers.  (Director compensation is established by the full Board, based upon recommendations of the Nominating and Governance Committee.)  The Compensation Committee may delegate tasks to a subcommittee for any purpose and with such power and authority as it deems appropriate and has delegated the review of corporate goals objectives and compensation related to executive officers to Mr. Monroe.  The Committee has designated Mr. Roberts to act as an officer-administrator to approve actions on behalf of the Committee to implement existing compensation awards under the 2006 Equity Incentive Plan. Only the Compensation Committee or the Board may grant awards to, or make decisions regarding awards granted to, executive officers and directors.

Mr. Monroe makes decisions on all components of compensation for all employees of vice president level and above and reviews manager level employees and above for bonus and equity awards based upon input from executive officers in charge of each business unit.  Mr. Monroe does not receive a salary from us and does not participate, as an executive officer, in any of our incentive compensation plans. The Committee will review annually the total business expense reimbursements paid to Thermo (described under “Other Information — Related Person Transactions”) without Mr. Monroe’s participation in the review.

The Compensation Committee meets in person as often as it determines necessary to discharge its responsibilities, which it expects to be approximately twice a year.  The Committee may hold follow-up conference calls and act by written consent in between its regularly scheduled meetings.  The Compensation Committee met once in 2008 and acted 11 times by unanimous written consent, including written actions by the designated officer-administrator.  Unless a later date is specified, the date of grant of any award made by unanimous written consent is the date on which the last consent is received by our Secretary.

Under its charter, the Committee has the authority to retain and terminate a compensation consultant, but has not retained one.

The Compensation Committee furnished its report in our Annual Report on Form 10-K (Amendment #1) filed on April 30, 2009.

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Nominating and Governance Committee

The current members of the Nominating and Governance Committee are Messrs. Roberts, Jones and McIntyre. Mr. Roberts serves as Chairman. The principal functions of the Nominating and Governance Committee include:

·                  identifying and recommending to the Board qualified candidates to fill vacancies on the Board;

·                  recommending to the Board candidates to be nominated for election as directors at annual meetings of stockholders;

·                  considering stockholder suggestions for nominees for director;

·                  making recommendations to the Board regarding corporate governance matters and practices;

·                  reviewing and making recommendations to the Board regarding director compensation; and

·                  reviewing public policy matters of importance to our stockholders, including oversight of our corporate responsibility program.

The Nominating and Governance Committee met once and took action by written consent once in 2008. We do not currently employ an executive search firm, or pay a fee to any other third party, to locate or evaluate qualified candidates for director positions.  Recommendations for new director nominees were made by existing independent directors. The Board and the Nominating and Governance Committee believe that the minimum qualifications (whether recommended by a stockholder, management or the Board) for serving as a director are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of our business; and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities.

Because Mr. Monroe controls the election of all directors, the Board of Directors has not established formal procedures for stockholders to submit director recommendations; however, such recommendations may be sent to the Nominating and Governance Committee, c/o Director, Public and Investor Relations, 461 S. Milpitas Blvd., Milpitas, CA 95035. If we were to receive a recommendation of a candidate from a stockholder, the Nominating and Governance Committee would consider such recommendation in the same manner as all other candidates. In considering candidates submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. We did not receive any recommendations of candidates from stockholders during 2008.

Communicating with the Board of Directors or with Individual Directors

The Board has adopted a process for our stockholders to send communications to the Board or any management or non-management director.  Correspondence should be addressed to the Board or any individual director(s) or group or committee of Directors either by name or title.  All such correspondence should be sent c/o Director, Public and Investor Relations by mail to us at 461 South Milpitas Blvd., Milpitas, CA 95035 or by fax at (408) 933-4954.

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All communications received as set forth in the preceding paragraph will be opened by the office of the Director, Public and Investor Relations for the sole purpose of determining whether the contents represent a message to the Directors. Any contents that are not in the nature of promotion of a product or service, advertising, or patently offensive will be forwarded promptly to the addressee(s), but any communication will be available to any director who requests it.

COMPENSATION OF DIRECTORS

In 2008 we provided the following compensation to our non-employee directors:

2008 Director Compensation

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(3)                                 Represents reimbursement to Thermo for certain travel and meal expenses in connection with the services of Messrs. Monroe, Lynch and Roberts as directors.   See “Compensation Committee Interlocks and Insider Participation — Services Provided by Thermo.”

(4)                                 Mr. Dalton was appointed as our Chief Executive Officer on July 8, 2009.

For the first two quarters of 2008, we paid our independent directors compensation of $15,000 for their services as directors, all of which was paid in shares of Common Stock based on the closing price of Common Stock on the date of grant.  We paid the Chairman of the Audit Committee (Mr. Dalton) additional compensation of $10,000, paid in shares of Common Stock on the same basis.  On November 14, 2008, the Board approved a change in our director compensation structure.  In lieu of the last two quarterly grants of restricted stock in payment of 2008 board fees (with a total value of $15,000), and in consideration of future service on the Board through November 1, 2010, the Board granted options to each then-current director to purchase 200,000 shares of Common Stock at an exercise price of $0.38 per share, which was the closing price of Common Stock on the date of grant.  We granted the options under the 2006 Equity Incentive Plan to all directors, including our then Chairman of the Board and Chief Executive Officer.  All of the options are vested, but options with respect to 100,000 shares of Common Stock are subject to decreasing incremental risk of forfeiture until November 1, 2010 on a monthly schedule based on continued service as a director and other conditions.

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Overview

Our compensation program for executive officers is intended to:

·                 provide each officer with a conservative base salary; and

·                 create an incentive for retention and achievement of our long-term business goals using a sizeable, multi-year stock bonus program.

The Compensation Committee and its delegate are responsible for evaluating the performance of, and reviewing and approving all compensation of, our executive officers, including those executive officers named on the Summary Compensation Table (the “Named Executive Officers”).  The full Board also approves equity awards to all executive officers, including the Named Executive Officers and directors, to preserve the exemption from short swing liability under Section 16(b) of the Securities Exchange Act of 1934.

Compensation Philosophy

We have designed our compensation structure for executive officers to attract and retain the most qualified individuals in the mobile satellite service industry.  We compensate senior executive officers party to a Designated Executive Award Agreement with a conservative base salary and incentivize them to remain with us through a long-term stock bonus program.  We

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implemented the stock bonus program in collaboration with the senior executive officers in an effort to focus cash payments to our planned capital expenditures for our second-generation satellite constellation. We reviewed market data with respect to the base salary component of this philosophy.  The Compensation Committee has not independently reviewed peer group or other market data in setting base salaries or incentive compensation for senior executives.

Elements of Compensation

The principal elements of our compensation for the Named Executive Officers are base salary and the opportunity to receive annual bonus awards under the Designated Executive Award Agreements pursuant to the Amended and Restated 2006 Equity Incentive Plan.  We also match a portion of all contributions by executives to our 401(k) Plan or applicable Canadian plan, as well as providing certain Named Executive Officers with limited perquisites.

Base Salaries.  We have established base salaries according to each Named Executive Officer’s position, responsibilities and performance.  We do not pay Mr. Monroe a salary for his services as Chairman and formerly did not pay him a salary for his prior services as Chief Executive Officer.  We have not increased base salaries for the other Named Executive Officers in the last five years, except, in the case of Mr. Ahmad, on his promotion to Chief Financial Officer in June 2005 and to Senior Vice President in December 2007 and, in the case of Mr. Bell, for adjustments for changes in the value of the Canadian dollar in years prior to 2007.  The salary for Mr. Navarra is consistent with his prior salary during his employment by our predecessor, Globalstar, L.P.   Upon his appointment as Chief Executive Officer, we agreed to pay a $360,000 annual base salary to Mr. Dalton.

Designated Executive Award Agreements.  Effective August 10, 2007 (the “Effective Date”), the Board, upon recommendation of the Compensation Committee, approved the concurrent termination of the former cash-based Executive Incentive Compensation Plan and the award of restricted stock or restricted stock units under the 2006 Equity Incentive Plan to the Named Executive Officers who participated at that time in the Executive Incentive Compensation Plan (the “Participants”).  Each award agreement provides that the Participant will receive awards of restricted Common Stock or restricted stock units, which, upon vesting, each entitle the Participant to one share of Common Stock. Total benefits per Participant (valued at the grant date) are approximately $6.0 million, which represented an increase of approximately $1.5 million in potential compensation compared to the maximum potential benefits under the Executive Incentive Compensation Plan. However, the new award agreements extended the vesting period by up to two years and provided for payment in shares of Common Stock instead of cash, thereby enabling us to conserve our cash for capital expenditures for the procurement and launch of our second-generation satellite constellation and related ground station upgrades.

Pursuant and subject to the award agreements, one-third of the 71,499 shares awarded to each Participant vest in each of 2008, 2009 and 2010 not earlier than the third business day after we announce our financial results for the preceding year (each an “Annual Vesting Date”), the 190,658 shares awarded to each Participant vest on the Annual Vesting Date in 2011, the 95,329 shares awarded to each Participant on the Annual Vesting Date in 2008 vest on the Annual Vesting Date in 2011 and the shares awarded or to be awarded on each of the Annual Vesting Dates in 2008, 2009 and 2010 (the number of shares awarded on each Annual Vesting Date will be equal to 750,000 divided by the then market price of the Common Stock) vest immediately upon their award.  All of the vesting dates are subject to postponement to the first date on which the shares may be sold as permitted by our Insider Trading Policy and applicable law.

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If we or stockholders owning more than 50% of our outstanding voting stock enter into one or more final and binding agreements that would result in a change of control before all awards have been granted and all shares subject thereto have vested, all non-granted awards or unvested shares under the awards will be granted or vest seven trading days before the effective date of the change of control, except in the following circumstances.  If the agreement governing the change of control transaction provides for assumption or substitution of the Awards by the successor and requires that a Participant remain employed by us or our successor for up to 12 months after the effective date of the change of control at a compensation level not less than the compensation received (except pursuant to the award agreement) prior to the change of control, the Participant agrees, under certain circumstances, to accept employment and any unvested awards at the effectiveness of the change of control will vest on the earlier of 12 months following the change of control or termination of the Participant’s employment by us or our  successor. If the agreement governing the change of control transaction provides for assumption or substitution of the awards by the successor and requires that a Participant remain employed by us or our successor for more than 12 months after the effective date of the change of control, the Participant agrees, under certain circumstances, to accept employment for up to 24 months and any Awards will vest as to 50% on each of the first and second anniversaries of the change of control unless the Participant is terminated prior to those times or the vesting date in 2011 occurs.

All Awards not previously granted or vested under the award agreements will be granted and vested immediately (subject to our Insider Trading Policy and applicable law) upon the Compensation Committee’s determination that at least 24 second-generation satellites have entered commercial service and are performing satisfactorily in carrying two-way voice and data, revenue capable, communications service.

Except in the circumstances described below, termination of a Participant’s employment for any reason or a Participant’s resignation for any reason will result in forfeiture of previously awarded but unvested awards or restricted stock and forfeiture of any right to receive additional awards.  If we terminate a Participant other than for cause before any annual vesting date, a pro rata portion of the shares that would have vested on the next annual vesting date will vest.  If we terminate a Participant other than for cause and the effective date of a change of control occurs within six months after such termination, the unvested portion of the 2007 awards will vest, and the ungranted and unvested portions of the Participant’s 2008, 2009 and 2010 awards will be granted and vested on the effective date of the change of control.  In addition, if these exceptions do not apply and a Participant’s employment terminates prior to the annual vesting date in 2011 due to the Participant’s death or disability, the Participant’s legal beneficiary will receive any shares that would have vested on the next annual vesting date.

Management Incentive Bonus Plan.  In 2007 and 2008, the Compensation Committee approved a follow-on Management Incentive Bonus Plan covering the period from March 1, 2007 to February 29, 2008 and March 1, 2008 to February 28, 2009, respectively. Under the Management Incentive Bonus Plan, vice presidents and manager level employees are eligible to

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receive annual bonuses payable in stock.  The Named Executive Officers do not participate in this plan.  Mr. Monroe established one overall company goal applicable to all participants.  The president and individual vice presidents then established three objective individual performance goals for each participant in his or her department, with final review and approval of these goals by Mr. Monroe.  The performance goals were intended to be objective, measurable, and consistent and coherent across departments.  Bonus opportunities were set at a percentage of average base salary by managerial level. In March 2008, after the achievement of these performance-based goals had been evaluated by the supervisors of the participants, the Compensation Committee authorized the payment to 91 employees of an aggregate of 249,165 shares of Common Stock from shares available under the 2006 Equity Incentive Plan.

All Other Compensation.  We match a portion of the 401(k) contributions of all U.S. employees, including Named Executive Officers.  In 2008, we contributed $0.50 for each $1.00 contributed by an employee, up to 4% of the employee’s base salary.  In addition, Messrs. Navarra and Ahmad are eligible for a benefit under our Retirement Plan.  This Plan is frozen, and there was no change in value for these Named Executive Officers in 2008.  In Canada, we contribute to a Retirement Savings Program for Mr. Bell.  We valued the 2008 contribution at US $8,969 (exchange rate of $1.00 = CAD $1.0592 on the date of contribution).

We provide limited perquisites to certain Named Executive Officers consisting primarily of premiums for term life insurance policies, funding of flexible spending accounts and, in one case, a car allowance.

We reimburse Thermo for transportation, lodging and meal expenses incurred by Messrs. Monroe, Lynch and Roberts in connection with performing their services for us. These reimbursements are reviewed and approved for payment by our Chief Financial Officer during the course of a year. The Compensation Committee reviews the total reimbursement amount annually.  During 2008, we reimbursed Thermo approximately $219,000 for these expenses.

Deductibility of Compensation.  Section 162(m) of the Internal Revenue Code prohibits us from taking an income tax deduction for any compensation in excess of $1 million per year paid to its chief executive officer or any of its other three most-highly compensated executive officers, unless the compensation qualifies as “performance-based” pay under a plan approved by stockholders. We may or may not design future compensation programs so that all compensation above $1 million will be performance-based to permit deductibility.

Summary Information

The table below summarizes, for 2008, 2007 and 2006, the compensation of our principal executive officer, our principal financial officer, and our three most highly paid other executive officers (collectively referred to as the “Named Executive Officers”).

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2008 Summary Compensation Table

(1)                                 Mr. Monroe receives no cash compensation from us, and we do not intend to compensate him for his services in the future.  We accrued approximately $23,000 per month during 2008 as compensation expense for Mr. Monroe, which amount is reflected in marketing, general and administrative expenses and as an additional capital contribution by Thermo to our equity.  We do not issue any stock in exchange for this capital contribution.  Mr. Monroe received stock options in his capacity as Chairman of the Board.  See “Compensation of Directors.”  On July 8, 2009, Mr. Dalton succeeded Mr. Monroe as our Chief Executive Officer; Mr. Monroe retained his role as executive Chairman of the Board.

(2)                                 Represents the dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2008 in accordance with SFAS 123(R).

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(3)                                 We reimburse Thermo for expenses incurred by Mr. Monroe in connection with performing his services for us, including temporary living expenses while at its offices or traveling on its business, but generally we do not reimburse Thermo for his air travel expenses.

(4)                                 Consists of matching contributions to 401(k) Plan for Mr. Ahmad.

(5)                                 Consists of premiums on life insurance for the benefit of Mr. Navarra ($4,788), funding of a flexible spending account ($5,000), and matching contributions to his 401(k) Plan account ($2,855).

(6)                                 Consists of matching contributions to the Retirement Savings Program ($8,969) and a car allowance ($11,329).

(7)                                 Messrs. Miller and Allen were not Named Executive Officer in 2006, so compensation information is not provided for that year.

(8)                                 Mr. Allen left the employ of the Company in January 2009.

Equity Compensation

The following table sets forth certain information with respect to each cash or equity award and award opportunity issued to the Named Executive Officers during 2008 under the Designated Executive Award Agreements.  See “Compensation, Discussion & Analysis — Elements of Compensation — Designated Executive Award Agreements” for an explanation of the terms of this plan.

2008 Grants of Plan-Based Awards

(1)                                 This column reflects restricted stock (restricted stock units for Mr. Bell) awards issued in 2008.  Unvested restricted stock units do not confer dividend or voting rights. For each participant, 230,708 shares were vested upon issuance and 95,329 shares will vest on the Annual Vesting Date in 2011.  All awards are subject to the grantee being an employee on the vesting date, except under certain circumstances such as a change in control, death or disability.  See “Compensation, Discussion and Analysis — Elements of Compensation — Designated Executive Award Agreements.”

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(2)                                 The exercise price of the stock options granted on November 14, 2008 was $0.38 per share.

(3)                                 The grant date fair value is based on the closing price of Common Stock on the date of issuance, or $6.55, $3.26 and $3.20 for the shares issued on March 17, 2008, May 12, 2008 and May 13, 2008, respectively.

The following table reports, on an award-by-award basis, each outstanding equity award held by the Named Executive Officers on December 31, 2008.  We generally do not permit executive officers to transfer awards prior to the vesting date, and no transfers were permitted during 2008.  See the footnotes to the 2008 Grants of Plan-Based Awards table for the vesting conditions for these awards.  The market value is based on the $0.20 per share closing price of Common Stock on December 31, 2008.

Outstanding Equity Awards at 2008 Fiscal Year-End

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The following table summarizes the value to the Named Executive Officers of stock awards vested during 2008.  The value realized on vesting was calculated by multiplying the number of shares vested by the market value of a share of Common Stock on the vesting date.

2008 Option Exercises and Stock Vested

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Pension Plan

Mr. Navarra and Mr. Ahmad are entitled to benefits under a defined benefit pension plan originally maintained by Space Systems/Loral for employees of our predecessor, among others.  The accrual of benefits in our predecessor’s segment of this plan was curtailed, or frozen, as of October 23, 2003. On June 1, 2004, the assets and frozen pension obligations of our predecessor’s segment of the plan were transferred to a new Globalstar Retirement Plan, which remains frozen.  We continue to fund the plan in accordance with Internal Revenue Code requirements, but participants are not currently accruing benefits beyond those accrued at October 23, 2003.  The estimated annual benefits payable upon retirement at normal retirement age to Mr. Navarra and Mr. Ahmad are $35,349 and $2,000 respectively. The actual amount of the estimated annual benefit depends upon a number of factors such as time of retirement, years of contributions to the Plan, final average salary, social security wage base and the election for receipt of benefit payments. The estimated annual benefits upon retirement include either a contributory benefit (for those who have enrolled in the Plan) or a non-contributory benefit or a combination of both. The non-contributory benefit equals $21 per month times the years of non-contributory service. The contributory benefit is the larger of the primary benefit formula, which factors in Social Security and a minimum benefit formula, which does not.  The assumptions for valuation of the Pension Plan are described in Note 7 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K filed on March 31, 2009.

Pension Benefits