The Compensation Committee has the authority to retain compensation consultants, outside counsel and/or other advisors to provide independent advice and assistance in connection with the execution of its responsibilities. It also has the authority to obtain advice and assistance from internal and external legal, human resource or other advisors. For the last several years, the Compensation Committee has utilized the Radford Executive Survey Report (the ‘‘Radford Survey’’) to assist in the evaluation of Globecomm’s executive compensation program and to help determine the compensation to be paid to executives. The Compensation Committee works directly with our Vice President of Human Resources on the compensation program and receives recommendations from the Chief Executive Officer on compensation for other executive officers.

The objectives of our executive compensation program are to attract and retain executive talent, to foster excellent performance by executives whose contributions drive the success of the Company and to create value for shareholders. Our program is structured to provide a compensation package that pays better than the market median for superior performance, that offers rewards to executives based on Company and individual performance, and that aligns the interests of management and stockholders through incentives that encourage annual and long-term results.

Globecomm currently has six executive officers (Messrs. Hershberg, Miller, Melfi, Johnson, Yablonski and Eterno), and these individuals have a broad array of responsibilities and authority within the Company. The five individuals (Messrs. Hershberg, Miller, Melfi, Johnson and Yablonski) identified in the Summary Compensation Table below, including the Chief Executive Officer and the Chief Financial Officer, are collectively referred to in this Proxy Statement as the ‘‘Named Executive Officers.’’

Benchmarking

For fiscal year 2007, the Compensation Committee reviewed the Radford Survey, which is produced by Aon Consulting, Inc., in order to help determine the appropriate compensation to be paid to each executive officer. Historically, the Company has relied on the Radford Survey primarily for benchmarking compensation information. The Radford Survey provides data, by position, for base salary and for cash and equity incentives reported by participating companies. The Radford Survey is generally relied upon because it is a recognized leader for market data in the executive compensation field. In fact, the Compensation Committee has used the Radford Survey in the past and found it to produce reliable data. Furthermore, the Compensation Committee believes that the companies it studies, given their similarities to Globecomm, provide the most meaningful competition to the Company for talent. The Company purchases an updated survey each year.

For determination of executive compensation for fiscal year 2007, the Compensation Committee reviewed the Radford Survey’s report, which summarized compensation data (available as of July 1, 2006) from approximately 700 companies in the telecommunications products and services industry. The Radford Survey considered the following variables in processing the survey for the Company: (i) type of industry (telecommunications products and services); (ii) annual revenues ($50 million to $100 million); (iii) geographic region (the northeast portion of the United States) and (iv) job description. The Compensation Committee specifically reviewed the 75th percentile for each applicable job category for each executive officer with respect to base salary. An executive officer’s base salary, for example, may be higher or lower than the reference point based on personal performance, skills and experience in the current role. The actual ranges for total direct compensation encompass the median to 75th percentile.

In order to attract high quality talent, the Compensation Committee believes that the Company must offer a pay package above the median. For this reason, the Company uses the 75th percentile as a benchmark.

The Compensation Committee also reviewed the Radford Survey data (available as of July 1, 2007) in order to determine compensation for fiscal 2008. In processing the Company’s request, the variables used for fiscal 2008 were identical to those used in fiscal 2007, except for fiscal 2008, the revenue input was between $100 million and $200 million. This input adjustment was made to reflect the Company’s growth in revenue relative to fiscal 2007.

13

Table of Contents

Components of the Compensation Program

The principal components of the Company’s compensation program consist of (i) base salaries, (ii) annual performance-based bonuses and (iii) long-term equity awards.

The Compensation Committee reviews the compensation of the Company’s executives on an annual basis, taking into account such factors as competitive compensation levels, the executive’s responsibilities, experience and contributions, and the Company’s performance. The Compensation Committee believes that a substantial portion of executive officer compensation should be tied to short-term and long-term Company performance. The Compensation Committee periodically reviews the Company’s overall executive compensation program against competitive practices and trends, and reviews and analyzes the Radford Survey marketplace data for comparable companies. A significant percentage of executive compensation is designed to be performance-based and varies from year to year based on corporate and individual performance.

Base Salary

The Company and each of its executive officers have an employment agreement that establishes a minimum base salary for the executive. The salary levels are reviewed on an annual basis to ensure that they are appropriate in comparison to other companies within the industry and in light of each individual’s responsibilities, contributions and performance. Executives are eligible for merit increases to base salary on an annual basis.

The Compensation Committee approved salary increases for the Named Executive Officers in fiscal 2007 following a review of executive officer performance in order to improve the alignment of the compensation levels of certain executive officers to those of their peers. The salary increases for 2007 were as follows:

Named Executive Officer			Salary Increase						Effective Date			New Salary
David E. Hershberg				$	39,000				11/4/2006				$	424,000
Kenneth A. Miller					30,000				11/4/2006					328,000
Andrew C. Melfi					30,000				11/4/2006					260,000
Paul J. Johnson					20,000				11/4/2006					224,000
Stephen C. Yablonski					15,000				11/4/2006					223,000

Increases for fiscal 2008, to be effective November 5, 2007, were approved for the Named Executive Officers. Mr. Hershberg’s salary was increased to $475,000; Mr. Miller’s salary was increased to $365,000; Mr. Melfi’s salary was increased to $295,000; Mr. Johnson’s salary was increased to $245,000 and Mr. Yablonski’s salary was increased to $236,000.

Annual Incentives

The Company’s executive officers are eligible to receive annual cash bonuses under the Company’s Pay For Performance Plan (the ‘‘PFPP’’), which provides bonus opportunities based on the Company’s overall performance relative to financial targets approved for a given fiscal year. If the financial performance targets are met or exceeded, participants are eligible to receive cash bonuses based on a pre-established target percentage of their base salaries, which, for fiscal 2007, ranged from 25% of base salary to 50% of base salary for meeting a predetermined target and included an additional bonus of up to 25% of base salary to 75% of base salary for exceeding the target. A bonus was also possible if the target bonus level was not met, so long as the Company’s financial performance exceeded a threshold amount. The maximum bonus under the PFPP for fiscal 2007, which the Named Executive Officers could achieve, ranged from a maximum bonus of 50% of base salary to a maximum bonus of 125% of base salary, depending upon the Named Executive Officer’s position, set forth in the table below.

14

---

Table of Contents

The Named Executive Officers had the following bonus opportunities under the PFPP for fiscal 2007:

Named Executive Officer			Target Bonus Opportunity (as a % of Base Salary)						Additional Bonus Opportunity (as a % of Base Salary)						Maximum Bonus Opportunity (as a % of Base Salary)
David E. Hershberg					50	%					75	%					125	%
Kenneth A. Miller					40	%					60	%					100	%
Andrew C. Melfi					33	%					49.5	%					82.5	%
Paul J. Johnson					25	%					25	%					50	%
Stephen C. Yablonski					25	%					25	%					50	%

For fiscal 2007, the financial performance of the Company was measured by the attainment of net income, excluding the effect of any acquisitions. The net income targets set at the beginning of the year were $4.4 million as the threshold level above which a bonus was attainable, $6.3 million as the target level and $8.3 million as the amount necessary to receive the maximum bonus opportunity. The actual net income under the PFPP for fiscal 2007 was $7.7 million, which exceeded both the threshold and the target levels and resulted in the participants earning 70% of the additional bonus opportunity. The results for the year represented 100% of the target bonus and 70% of the additional bonus opportunity. The 70% allocation was based on the Company earning 70% of the difference between the target bonus level and the maximum bonus level.

As a result, the Compensation Committee approved bonuses for fiscal 2007 under the PFPP, as shown below.

Named Executive Officer			Annual Incentive Award(1)						Award as a % of Salary
David E. Hershberg				$	424,600				100.1%
Kenneth A. Miller					263,960				80.5%
Andrew C. Melfi					170,890				65.7%
Paul J. Johnson					95,200				42.5%
Stephen C. Yablonski					94,775				42.5%

(1)	The results for the year represented 100% of the target bonus and 70% of the additional bonus opportunity, except Mr. Hershberg waived $10,000 and Messrs. Miller and Melfi each waived $5,000 for allocation to other key individuals within the Company.

In September 2007, the Compensation Committee approved the PFPP for fiscal 2008. The Compensation Committee determined that awards under the 2008 fiscal year PFPP will be based on two elements: an annual plan for revenues (the ‘‘Revenue Plan’’) and an annual plan for operating income (the ‘‘Operating Income Plan’’). Awards will be based 25% on achieving the Revenue Plan and 75% on achieving the Operating Income Plan. The Compensation Committee believes that the Named Executive Officers should be evaluated on both the Revenue Plan and the Operating Income Plan, as these individuals are key to the long-term growth plans for the Company. A key reason for using an Operating Income Plan instead of a net income plan is that the Operating Income Plan excludes interest income and expense. Interest income and expense could be associated with acquisitions and equity offerings, and therefore, they should not be factored into the incentive awards.

For fiscal year 2008, the criteria for the Named Executive Officers to achieve a baseline award under the PFPP will entail a Revenue Plan of $198.9 million and an Operating Income Plan of $12.5 million, in each case for the consolidated Company. Should the Company achieve at least $189 million of revenues or $8.75 million of operating income for the consolidated Company, but less than the Revenue Plan or the Operating Income Plan, as the case may be, the PFPP award for each Named Executive Officer would be pro-rated. If the Company achieves less than $189 million of revenues or $8.75 million of operating income for the consolidated Company, no award would be earned with respect to that element of the

15

---

Table of Contents

PFPP, unless the Compensation Committee agrees to special compensation for an individual or individuals in recognition of special efforts on behalf of the Company.

In the event that the Company achieves revenues or operating income greater than the Revenue Plan or the Operating Income Plan, and subject to the Company meeting its overall financial goals for the fiscal year, an additional bonus would be awarded to each of the Named Executive Officers (the ‘‘Additional Bonus’’). The Additional Bonus for each of the Named Executive Officers will be in an amount equal to the appropriate percentage of base salary for each Executive Officer set forth in the table below under the heading ‘‘Additional Bonus Opportunity’’ if revenues or operating income is greater than 130% of the Revenue Plan or the Operating Income Plan, as the case may be. The maximum Additional Bonus will be reduced pro-rata for each Named Executive Officer if the Company achieves revenue or operating income greater than the Revenue Plan or the Operating Income Plan, as the case may be, but less than 130% of the applicable plan.

The Named Executive Officers will have the following bonus opportunities under the PFPP for fiscal 2008:

Named Executive Officer			Target Bonus Opportunity (as a % of Base Salary)			Additional Bonus Opportunity (as a % of Base Salary)						Maximum Bonus Opportunity (as a % of Base Salary)
David E. Hershberg			50%					75	%					125	%
Kenneth A. Miller			40%					60	%					100	%
Andrew C. Melfi			33%					49.5	%					82.5	%
Paul J. Johnson			25%					37.5	%					62.5	%
Stephen C. Yablonski			25%					37.5	%					62.5	%

Long-Term Incentive Compensation

The Company’s executive officers may receive long-term incentive awards, such as stock options and restricted stock that link their compensation with the long-term performance of the Company, align their interests with stockholders and encourage career service. Currently, there is no formal long-term incentive plan in place.

On June 1, 2007, Mr. Miller received an equity award of 25,000 shares of restricted stock based on his efforts related to the growth of the service business, which he oversees, including the Company’s acquisition of GlobalSat, LLC in May 2007.

On September 19, 2007, the Compensation Committee approved equity awards of shares of restricted stock to Named Executive Officers in order to better align their interests with those of the Company’s stockholders. The equity awards will be granted on November 5, 2007 in order to align the equity awards with the effective date of base salary increases. Mr. Hershberg was awarded 10,000 shares of restricted stock; Mr. Miller, 5,000 shares; Mr. Melfi, 7,500 shares; Mr. Johnson, 5,000 shares; and Mr. Yablonski, 5,000 shares. The aforementioned shares of restricted stock have a three-year vesting schedule, with one-third vesting on each of the first three anniversaries of the date of grant, subject to accelerated vesting in certain circumstances.

Retirement Plans

Executive officers participate in our 401(k) retirement plan under the same rules that apply to other employees, and they may elect to defer a percentage of their compensation each year subject to plan limits and caps imposed by the Internal Revenue Service (maximum contributions of $15,500 for 2007 plus the make-up supplements permitted for those age 50 and up). The Company makes a matching contribution equal to the discretionary percentage of a participating executive officer not to exceed 4% of the executive officer’s compensation; the maximum amount to which the 4% is applied is $220,000 of compensation. Based on the Board of Directors’ assessment of the Company’s performance for fiscal 2007, the Board of Directors approved the full matching contribution.

16

---

Table of Contents

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table for Fiscal Year 2007

The table below shows the compensation of the Chief Executive Officer, the Chief Financial Officer and the three other highest paid executive officers who were serving as executive officers on June 30, 2007. These five individuals are the Named Executive Officers for fiscal 2007.

Name and Principal Position (a)			Year (b)						Salary ($) (c)						Bonus ($) (d)						Stock Awards ($) (e)			Option Awards ($) (f)						Non-Equity Incentive Plan Compensation ($) (g)						Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)						All Other Compensation ($)(1) (i)						Total ($) (j)
David E. Hershberg Chairman and Chief Executive Officer					2007						422,124						424,600				—					—						—						—						38,800						885,524
Kenneth A. Miller President					2007						318,985						263,960				9,438(2)					—						—						—						20,191						612,574
Andrew C. Melfi Vice President, Chief Financial Officer and Treasurer					2007						250,462						170,890				—					—						—						—						14,800						436,152
Paul J. Johnson Senior Vice President, Customer Relations and Contracts and Corporate Secretary					2007						219,895						95,200				—					—						—						—						14,800						329,895
Stephen C. Yablonski Senior Vice President Sales, Marketing and Product Development					2007						217,231						94,775				—					—						—						—						14,800						326,806

(1)	The amounts indicated as ‘‘All Other Compensation’’ include the following:

(a)

employer contributions to 401(k) retirement plan of $8,800 for each Named Executive Officer;

	(b)	car allowance of $6,000 for each Named Executive Officer;

	(c)	reimbursements for tax services provided to Messrs. Hershberg and Miller of $2,500 each in connection with their employment agreements; and

	(d)	cost of the life insurance provided to Messrs. Hershberg and Miller of $21,500 and $2,891, respectively, in connection with their employment agreements.

(2)

This number reflects the compensation cost recognized by us for financial statement reporting purposes in fiscal 2007 for a grant of restricted stock awarded to Mr. Miller on June 1, 2007, disregarding an estimate of forfeitures related to service-based vesting conditions. The cost was computed in accordance with SFAS 123R, which is based on the percentage of the fair value of the award at the time of grant for which the service requirement was satisfied during fiscal 2007. The fair value of the award was determined by multiplying the number of shares (25,000) subject to the award by the closing price ($13.59) of our Common Stock on the grant date and then dividing that number ($339,750) by the vesting period (36 months), times the number of months (one) that vested in fiscal 2007. The terms include a three-year vesting schedule, with one-third vesting on each of the first three anniversaries of the date of grant, subject to accelerated vesting in certain circumstances.

17

---

Table of Contents

Grants of Plan-Based Awards for Fiscal Year 2007

The table below provides information regarding the stock options and restricted stock granted to the Named Executive Officers during fiscal 2007.

									Estimated Future Payouts Under Non-Equity Incentive Plan Awards																		Estimated Future Payouts Under Equity Incentive Plan Awards																		All Other Stock Awards: Number of Shares of Stock or Units (#) (i)			All Other Option Awards: Number of Securities Underlying Options (#) (j)						Exercise or Base Price of Option Awards ($/Sh) (k)						Grant Date Fair Value of Stock and Option Awards ($) (l)
Named Executive Officer (a)			Grant Date (b)						Threshold ($) (c)						Target (#) (d)						Maximum (#) (e)						Threshold (#) (f)						Target (#) (g)						Maximum (#) (h)
David E. Hershberg					—						—						—						—						—						—						—				—					—						—				—
Kenneth A. Miller			6/1/2007								—						—						—						—						—						—				25,000					—						—				9,438(1)
Andrew C. Melfi					—						—						—						—						—						—						—				—					—						—				—
Paul J. Johnson					—						—						—						—						—						—						—				—					—						—				—
Stephen C. Yablonski					—						—						—						—						—						—						—				—					—						—				—

(1)

Mr. Miller received this award of restricted stock as a special grant. This number reflects the compensation cost recognized by us for financial statement reporting purposes in fiscal 2007 for a grant of restricted stock awarded to Mr. Miller on June 1, 2007. The cost was computed in accordance with SFAS 123R, which is based on the percentage of the fair value of the award at the time of grant for which the service requirement was satisfied during fiscal 2007. The fair value of the award was determined by multiplying the number of shares (25,000) subject to the award by the closing price ($13.59) of our Common Stock on the grant date and then dividing that number ($339,750) by the vesting period (36 months), times the number of months (one) that vested in fiscal 2007. The terms include a three-year vesting schedule, with one-third vesting on each of the first three anniversaries of the date of grant, subject to accelerated vesting in certain circumstances.

Outstanding Equity Awards at Fiscal Year-End

The table below provides information regarding the stock options and restricted stock held by the Named Executive Officers as of June 30, 2007.

						Option Awards																											Stock Awards
Named Executive Officer (a)			Grant Date			Number of Securities Underlying Unexercised Options (#) Exercisable(1) (b)						Number of Securities Underlying Unexercised Options (#) Unexercisable (c)						Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)						Option Exercise Price ($) (e)						Option Expiration Date (f)			Number of Shares or Units of Stock that Have Not Vested (#) (g)						Market Value of Shares or Units of Stock That Have Not Vested ($) (h)						Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)						Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
David E. Hershberg			11/24/2000					60,000						—						—						7.125				11/23/2010					—						—						—						—
			5/25/2001					12,766						—						—						8.260				5/24/2011					—						—						—						—
			11/30/2001					30,000						—						—						4.420				11/29/2011					—						—						—						—
			1/31/2003					32,000						—						—						3.690				1/30/2013					—						—						—						—
			9/26/2003					20,000						—						—						3.350				9/25/2013					—						—						—						—
			1/5/2005					12,500						—						—						6.510				1/4/2015					—						—						—						—

18

---

Table of Contents

									Option Awards																														Stock Awards
Named Executive Officer (a)			Grant Date						Number of Securities Underlying Unexercised Options (#) Exercisable(1) (b)						Number of Securities Underlying Unexercised Options (#) Unexercisable (c)						Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)						Option Exercise Price ($) (e)						Option Expiration Date (f)						Number of Shares or Units of Stock That Have Not Vested (#) (g)			Market Value of Shares or Units of Stock That Have Not Vested ($) (h)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)						Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
Kenneth A. Miller					11/27/1998						4,998						—						—						5.062						11/26/2008				—			—					—						—
					11/26/1999						9,500						—						—						21.00						11/25/2009				—			—					—						—
					11/24/2000						22,500						—						—						7.125						11/23/2010				—			—					—						—
					5/25/2001						4,468						—						—						8.260						5/24/2011				—			—					—						—
					9/28/2001						10,000						—						—						5.310						9/27/2011				—			—					—						—
					11/30/2001						12,500						—						—						4.420						11/29/2011				—			—					—						—
					1/31/2003						22,018						—						—						3.690						1/30/2013				—			—					—						—
					1/31/2003						7,982						—						—						3.690						1/30/2013				—			—					—						—
					9/26/2003						15,000						—						—						3.350						9/25/2013				—			—					—						—
					1/5/2005						10,000						—						—						6.510						1/4/2015				—			—					—						—
					6/1/2007				—								—						—				—						—						25,000			365,500(2)					—						—
Andrew C. Melfi					11/13/1997						5,000						—						—						15.75				11/12/2007						—			—					—						—
					11/26/1999						5,000						—						—						21.00				11/25/2009						—			—					—						—
					5/26/2000						7,000						—						—						11.75				5/25/2010						—			—					—						—
					7/28/2000						25,000						—						—						11.50				7/27/2010						—			—					—						—
					8/25/2000						10,000						—						—						10.68				8/24/2010						—			—					—						—
					11/24/2000						10,000						—						—						7.125				11/23/2010						—			—					—						—
					5/25/2001						2,128						—						—						8.260				5/24/2011						—			—					—						—
					9/28/2001						7,082						—						—						5.310				9/27/2011						—			—					—						—
					11/30/2001						4,581						—						—						4.420				11/29/2011						—			—					—						—
					1/31/2003						10,400						—						—						3.690				1/30/2013						—			—					—						—
					9/26/2003						15,000						—						—						3.350				9/25/2013						—			—					—						—
					7/21/2004						20,000						—						—						5.160				7/20/2014						—			—					—						—
					1/5/2005						7,500						—						—						6.510				1/4/2015						—			—					—						—
Paul J. Johnson					11/13/1997						5,000						—						—						15.75				11/12/2007						—			—					—						—
					11/26/1999						7,500						—						—						21.00				11/25/2009						—			—					—						—
					9/26/2003						2,500						—						—						3.350				9/25/2013						—			—					—						—
Stephen C. Yablonski					11/26/1999						7,500						—						—						21.000				11/25/2009						—			—					—						—
					5/26/2000						7,000						—						—						11.750				5/25/2010						—			—					—						—
					11/30/2001						7,429						—						—						4.420				11/29/2011						—			—					—						—
					1/31/2003						10,000						—						—						3.690				1/30/2013						—			—					—						—
					9/26/2003						8,511						—						—						3.350				9/25/2013						—			—					—						—
					1/5/2005						5,000						—						—						6.510				1/4/2015						—			—					—						—

(1)

These options were each awarded with a four-year vesting schedule, with one-fourth vesting on each of the first four anniversaries of the date of grant. On May 11, 2005, in response to SFAS 123R, the Board of Directors, upon recommendation of the Compensation Committee, approved an acceleration of all unvested options granted to employees and directors under the Globecomm Systems Inc. 1997 Stock Incentive Plan. In order to prevent unintended personal benefit to directors and executive officers, the Board of Directors, upon recommendation of the

19

---

Table of Contents

	Compensation Committee, imposed restrictions on any shares received through the exercise of accelerated options held by directors and executive officers. These restrictions prevent the sale of stock obtained through exercise of an accelerated option prior to the earlier of the original vesting date or the individual’s termination of employment or service on the Board of Directors, as applicable.

(2)	The value shown was determined by multiplying the number of shares of restricted stock (25,000) by the closing price of our Common Stock ($14.62) on June 29, 2007 (June 30, 2007 was a Saturday, and therefore, the market was closed).

Option Exercises and Stock Vested for Fiscal Year 2007

The table below provides information for the Named Executive Officers with respect to stock options exercised and restricted stock awards vested during fiscal 2007.

			Option Awards												Stock Awards
Named Executive Officer (a)			Number of Shares Acquired on Exercise (#) (b)						Value Realized on Exercise ($) (c)						Number of Shares Acquired on Vesting (#) (d)						Value Realized on Vesting ($) (e)
David E. Hershberg					8,000						55,923						—						—
Kenneth A. Miller					47,102						213,627						—						—
Andrew C. Melfi					57,437						213,363						—						—
Paul J. Johnson					48,375						127,816						—						—
Stephen C. Yablonski					64,610						272,861						—						—

Employment Agreements

In October 2001, the Company entered into employment agreements (the ‘‘Executive Agreements’’) with each of the Named Executive Officers. The Executive Agreements continue from year to year, unless terminated earlier by either party by written notice of termination given to the other party. Each Executive Agreement entitles the Named Executive Officer to all employee benefits generally made available to executive officers.

The Executive Agreements specify duties and minimum compensation commitments. The Executive Agreements also provide for severance benefits in certain circumstances and impose restrictive covenants, which relate to, among other things, confidentiality and competition. The Compensation Committee determined that the Executive Agreements are appropriate for the Named Executive Officers. The contracts provide varying benefit levels based on the executive’s responsibilities, and the agreements serve as a retention device for executives who meet these requirements. The Company entered into the Executive Agreements to fully recognize the executives’ contributions, to maintain the continuity of the management team in order to assure continuous, harmonious performance of the Company’s affairs and to provide the executives with an incentive to remain with the Company.

Under the Executive Agreements between the Company and each of the Named Executive Officers, the Company is currently required to compensate Messrs. Hershberg, Miller, Melfi, Johnson and Yablonski an annual base salary of $424,000, $328,000, $260,000, $224,000 and $223,000, respectively, which amounts are reviewed annually by the Board of Directors and subject to increase at the Board of Directors’ discretion. The Named Executive Officers may also receive discretionary bonuses. Messrs. Hershberg, Miller, Melfi, Johnson and Yablonski are required to devote their full-time efforts to the

20

---

Table of Contents

Company as Chairman of the Board and Chief Executive Officer; President, Vice President and Chief Financial Officer; Senior Vice President, Customer Relations and Contracts and Senior Vice President Sales, Marketing and Product Development, respectively.

Potential Payments Upon Termination or Change in Control

If the Company terminates any of the Executive Agreements, other than for disability or cause, or if any Named Executive Officer terminates his employment with the Company for good reason (‘‘Good Reason’’), the Company will have the following obligations: (i) to continue to pay the Named Executive Officer his then applicable annual base salary for a two-year period commencing upon the effective date of the termination (the ‘‘Severance Period’’); provided, however, that the Severance Period for Messrs. Hershberg and Miller will be a three-year period commencing on the effective date of the termination; (ii) during each year of the Severance Period, to pay for continued health benefits up to a maximum of $2,000 per month; (iii) during each year of the Severance Period, to pay the annual automobile allowance, currently $6,000; (iv) during each year of the Severance Period, to pay the amount of the non-elective deferral employer contribution made under the Company’s 401(k) plan for the Named Executive Officer’s last fiscal year with the Company prior to termination of employment; (v) to pay the cost of converting the group term life insurance coverage to an individual policy and (vi) during each year of the Severance Period, to pay $2,500 for the annual professional service allowance for Messrs. Hershberg and Miller.

Good Reason is defined as a material breach of the Executive Agreement by the Company, which includes a failure to pay salary or bonus, a failure to provide benefits, a requirement to travel significantly more days than in the previous calendar year, a material reduction in duties and responsibilities, a change in the reporting relationship or a relocation of the worksite to a location 75 miles or more from its current location.

The table below shows the benefits that would be payable under the Executive Agreements had each Named Executive Officer been terminated without cause or for Good Reason on June 30, 2007.

Named Executive Officer			Severance Salary(1)						Medical/Dental Continuation(2)						Other Benefits(3)						Vacation Payout						Early Vesting of Stock Options(4)						Vesting of Restricted Stock(5)						Total
David E. Hershberg				$	1,272,000					$	54,146					$	133,944					$	66,111						—						—					$	1,526,201
Kenneth A. Miller					984,000						54,146						66,129						52,404						—						—						1,156,679
Andrew C. Melfi					520,000						37,185						31,290						41,540						—						—						630,015
Paul J. Johnson					448,000						37,185						31,290						35,788						—						—						552,263
Stephen C. Yablonski					446,000						37,185						31,290						20,670						—						—						535,145

(1)	The amounts in this column represent the current aggregate base salary to be paid to the Named Executive Officers during the Severance Period.

(2)	The amounts in this column represent the aggregate amounts of medical and dental continuation coverage the Named Executive Officers would receive during the Severance Period, based on the Company’s current rates.

(3)

The amounts in this column represent the aggregate amounts the Named Executive Officers would receive during the Severance Period for (a) the automobile allowance, (b) the non-elective deferral employer contribution made under the Company’s 401(k) plan for the last fiscal year of the Company prior to the termination of employment, (c) the estimated cost to converting the group term life insurance coverage to an individual policy and (d) the annual professional service allowance, which is for Messrs. Hershberg and Miller only.

21

---

Table of Contents

(4)

The Executive Agreements do not provide for early vesting of stock options; in any event, all currently outstanding options are fully vested for each Named Executive Officer.

(5)

The Executive Agreements do not provide for early vesting of restricted stock grants. Only Mr. Miller had a restricted stock grant outstanding (25,000 shares), and this grant was not vested as of June 30, 2007.

The benefits available to a Named Executive Officer in the event of a change in control (a ‘‘Change in Control’’) differ from those available if a Named Executive Officer is terminated without cause or for Good Reason. Change in Control is defined as any person or group becoming the beneficial owner, directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; the Company being part of a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter and during any period of twenty-four consecutive months, individuals who at the beginning of such period constituted the Board of Directors (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 of Directors.

Pursuant to the Globecomm Systems Inc. 1997 Stock Incentive Plan and the 2006 Plan, all outstanding stock options and restricted stock held by any executive officer (as well as those held by other employees) will become fully vested upon certain changes in control of the Company.

If the Named Executive Officer does not provide the Company notice of resignation and remains employed by the Company through the first anniversary of a Change in Control, he shall be paid a one-time bonus payment equal to 300%, in the cases of Messrs. Hershberg and Miller, and 200%, in the cases of Messrs. Melfi, Johnson and Yablonski, of his then applicable annual base salary (the ‘‘Retention Bonus’’); provided that the Named Executive Officer must execute and deliver to the Company a general release as a condition of receiving the Retention Bonus.

If, within one year after a Change in Control, a Named Executive Officer gives notice of his resignation for Good Reason due to either a material reduction in the individual’s duties or responsibilities or a change in the individual’s reporting relationship and the Company requests that he continue his employment until a date no later than the first anniversary of the Change in Control, then the Named Executive Officer will receive the severance payments and benefits described above only if he continues his employment until that date.

If the payments to a Named Executive Officer (including the value of accelerated vesting of stock options and restricted stock) in connection with a Change in Control exceed three times the individual’s five-year average compensation from the Company, the portion of the payments that exceeds one times the individual’s average compensation will be subject to a 20% excise tax. The Executive Agreements provide that the severance payments and the Retention Bonus will be reduced to the extent necessary to prevent the imposition of the excise tax, unless the Named Executive Officer would retain a greater net payment by receiving the full amount and paying the excise tax. The amount of compensation that is subject to the excise tax would not be deductible for federal tax purposes by the Company.

22

---

Table of Contents

The table below shows the benefits that would be payable under the Executive Agreements had there been a Change in Control on June 30, 2007.

Named Executive Officer			Severance Salary(1)						Medical/Dental Continuation(2)						Other Benefits(3)						Vacation Payout						Early Vesting of Stock Options(4)			Vesting of Restricted Stock(5)			Total(6)
David E. Hershberg				$	1,272,000					$	54,146					$	133,944					$	66,111				$—			$—				$	1,526,201
Kenneth A. Miller					984,000						54,146						66,129						52,404				—			365,500					1,522,179
Andrew C. Melfi					520,000						37,185						31,290						41,540				—			—					630,015
Paul J. Johnson					448,000						37,185						31,290						35,788				—			—					552,263
Stephen C. Yablonski					446,000						37,185						31,290						20,670				—			—					535,145

(1)	The amounts in this column represent the current aggregate base salary to be paid to the Named Executive Officers during the Severance Period.

(2)	The amounts in this column represent the aggregate amounts of medical and dental continuation coverage the Named Executive Officers would receive during the Severance Period, based on the Company’s current rates.

(3)

The amounts in this column represent the aggregate amounts the Named Executive Officers would receive during the Severance Period for (a) the automobile allowance, (b) the non-elective deferral employer contribution made under the Company’s 401(k) plan for the last fiscal year of the Company prior to the termination of employment, (c) the estimated cost to converting the group term life insurance coverage to an individual policy and (d) the annual professional service allowance, which is for Messrs. Hershberg and Miller only.

(4)	All currently outstanding options are fully vested for each Named Executive Officer.

(5)

Only Mr. Miller had a restricted stock grant outstanding (25,000 shares) as of June 30, 2007. The value shown was determined by multiplying the number of shares of restricted stock (25,000) by the closing price of our Common Stock ($14.62) on June 29, 2007 (June 30, 2007 was a Saturday, and therefore, the market was closed).

(6)

Although the amounts listed for Messrs. Hershberg and Miller exceed three times their average compensation, the full amounts would have been paid to them since this would have provided them with the greater net amount after payment of the excise tax. The Company would have had a loss of deductibility for federal tax purposes with respect to such amounts but the impact would not have been material due to loss carry-forwards from previous years.

Certain Relationships and Related Person Transactions

On August 17, 2007, the Company completed an offering of equity securities totaling $33,750,000 in gross proceeds. On August 21, 2007, the Company received $31,893,750 after deducting underwriting discounts and commissions. On September 19, 2007, the underwriters’ overallotment option covering 450,000 shares was exercised, and the Company received $4,784,063 after deducting underwriting discounts and commissions. The Company paid $2,134,688 in underwriting discounts and commissions in total. One of our directors, A. Robert Towbin, is an Executive Vice President and Managing Director of Stephens Inc., which acted as a joint lead book runner in the offering. Stephens Inc. will receive 40% of the underwriting discounts and commissions, estimated to be approximately $853,875 (subject to final adjustment), for its services related to the offering.

Policies and Procedures for Approval of Transactions with Related Persons

A special committee, appointed by the Board of Directors, is responsible for reviewing and approving related person transactions that are subject to SEC disclosure requirements, including transactions in which the Company is a participant, the amount of which exceeds $120,000 and with

23

---

Table of Contents

respect to which a related person has a direct or indirect material interest. A related person includes a director, executive officer, nominee for election as a director, person holding more than 5% of our stock and any immediate family member of any of the foregoing persons.

Factors Affecting Compensation

Tax Deductibility of Executive Compensation

In implementing the Company’s compensation programs, the Compensation Committee’s general policy is to consider any significant effects of Section 162(m) of the Internal Revenue Code, enacted in 1993, which generally disallows a tax deduction to publicly held companies for compensation exceeding $1.0 million paid to certain of the corporation’s executive officers. The limitation does not apply to compensation that qualifies as performance-based compensation within the meaning of Section 162(m). The compensation paid to the Company’s executive officers for the 2007 fiscal year did not exceed the $1.0 million limit per officer. The Globecomm Systems Inc. 1997 Stock Incentive Plan and the 2006 Plan are structured so that any compensation deemed paid to an executive officer in connection with the exercise of option grants made under those plans with an exercise price equal to the fair market value of the option shares on the grant date will qualify as performance-based compensation, and therefore will not be subject to the $1.0 million limitation.

Accounting Considerations

The Compensation Committee considers the accounting implications with respect to the executive compensation program, including the estimated cost for financial reporting purposes of equity compensation under SFAS 123R.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Upon the recommendation of the Audit Committee, the Board of Directors appointed Ernst & Young LLP as the independent registered public accounting firm of the Company to serve for the fiscal year ending June 30, 2008 subject to the ratification of such appointment by the stockholders at the Annual Meeting. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since November 27, 1996. A representative of Ernst & Young LLP will attend the Annual Meeting with the opportunity to make a statement if he or she so desires and will also be available to answer questions anyone may have.

The affirmative vote of a majority of the Company’s outstanding Common Stock represented and voting at the Annual Meeting is required to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm of the Company to serve for the fiscal year ending June 30, 2008.

The Board of Directors Recommends a Vote ‘‘FOR’’ This Proposal.

Fees Paid to Independent Registered Public Accounting Firm

The following is a summary of the fees billed to the Company for audit, audit-related and non-audit services provided by Ernst & Young LLP to the Company for the fiscal years ended June 30, 2007 and June 30, 2006:

Fee Category			Fiscal 2007						Fiscal 2006
Audit Fees				$	378,000					$	345,000
Audit-Related Fees					235,000						22,500
Tax Fees					51,500						62,300
All Other Fees			—						—
Total Fees				$	664,500					$	429,800

24

---

Table of Contents

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

Audit-Related Fees:    Consists of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under ‘‘Audit Fees.’’ These services include the audit of an employee benefit plan and consultations concerning financial accounting and reporting standards and transactions. For fiscal 2007, includes fees related to filing certain audited and unaudited combined financial statements relating to the acquisition of GlobalSat, LLC.

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

All Other Fees:    Consists of the aggregate fees billed for products and services other than the services reported above. There were no such fees in the years presented.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

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

Audit Committee Report

The following is the report of the Audit Committee with respect to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007, and the independent registered public accounting firm’s opinions on our consolidated financial statements and on management’s assessment of the effectiveness of internal controls over financial reporting.

The Audit Committee has reviewed and discussed with the Company’s management the audited consolidated financial statements of the Company for the fiscal year ended June 30, 2007. In addition, the Audit Committee has discussed with Ernst & Young LLP, the Company’s independent registered public accounting firm, matters required to be discussed by Statement on Auditing Standards No. 61, ‘‘Communication with Audit Committees,’’ as amended, which includes, among other things, matters related to the conduct of the audit of the Company’s consolidated financial statements.

The Audit Committee discussed with Ernst & Young LLP its opinion regarding the effectiveness of the Company’s internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm was able to issue its audit opinion on management’s assessment based on its understanding and evaluation of management’s assessment process, and its conclusion that management’s assessment was sufficient for the purpose of fulfilling management’s responsibilities under Section 404 of the Sarbanes-Oxley Act.

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

25

---

Table of Contents

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 for filing with the SEC.

The Audit Committee
Harry L. Hutcherson, Jr. (Chairperson)
Richard E. Caruso
Brian T. Maloney
C. J. Waylan

STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

Stockholders of the Company may submit proposals on matters appropriate for stockholder action at meetings of the Company’s stockholders in accordance with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in the Company’s proxy materials relating to its next annual meeting, all applicable requirements of Rule 14a-8 must be satisfied, and such proposals must be received by the Company no later than June 13, 2008. Such proposals should be delivered to the Company in writing to the following address: Globecomm Systems Inc., Attn: Corporate Secretary, 45 Oser Avenue, Hauppauge, New York 11788.

For any proposal that is not submitted for inclusion in next year’s proxy statement, but is instead sought to be presented directly at the next annual meeting, the Company must receive by June 13, 2008 a notice in writing of the intention to present the proposal. Address all notices of intention to present proposals at the next annual meeting to: Globecomm Systems Inc., Attn: Corporate Secretary, 45 Oser Avenue, Hauppauge, New York 11788.

OTHER MATTERS

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

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

By Order of the Board of Directors

Paul J. Johnson Secretary

Hauppauge, New York
October 16, 2007

26

---

GLOBECOMM SYSTEMS INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS – November 15, 2007

(This Proxy is solicited by the Board of Directors of the Company)

The undersigned stockholder of Globecomm Systems Inc. hereby appoints David E. Hershberg and Kenneth A. Miller, and each of them, with full power of substitution, proxies to vote the shares of common stock which the undersigned could vote if personally present at the Annual Meeting of Stockholders of Globecomm Systems Inc. to be held at the principal executive offices of Globecomm Systems Inc., 45 Oser Avenue, Hauppauge, New York 11788, on November 15, 2007, at 10:00 a.m. (eastern standard time), or any adjournment thereof.

VOTE BY INTERNET-www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS

If you would like to reduce the costs incurred by Globecomm Systems Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

VOTE BY PHONE-1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Globecomm Systems Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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

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

o For All

o Withhold All

o For All Except

To withhold authority to vote for an individual nominee, mark “For All Except” and write the nominee’s name on the line below.

2.	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

o FOR

o AGAINST

o ABSTAIN

proposal to ratify the appointment of Ernst & Young LLP, as independent registered public accounting firm of the Company as described in the Proxy Statement.

 

 

---

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

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

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

 

			Signature of Stockholder

Date: _______________________

 

 

---