tamo8k20091116ex10-1.htm


    
      

      

    

    Exhibit
10.1

    


    


    April 6,
2009

    


    Joseph
Christel

    2419
Foxdale Avenue

    Oceanside,
N.Y.  11572

    


    On behalf
of Proginet Corporation, I am pleased to offer you the position of SVP of
Finance, reporting to Mrs. Debra DiMaria, Proginet's Chief Financial Officer.
This letter supersedes any previous communication on this topic, either written
or oral.

    


    The
proposed terms of employment with Proginet Corporation are as
follows:

    


    I. Salary and
Bonus

    


    Your
annual starting salary will be $150,000 paid on a semi-monthly basis according
to Proginet’s standard payroll schedule.  In addition, you will be
eligible for a $4,000 sign-on bonus payable at the end of the first payroll
period following your first day of employment at Proginet.

    


    You will
be eligible for a quarterly performance bonus with an annual target amount of
$50,000. The bonus amount to be paid will be determined based upon the
achievement of agreed upon objectives that will include Proginet’s financial
performance, established by the CEO and approved by the Board of
Directors.

    


    All
salary and bonus payments are subject to normal withholdings.

    


    II. Stock
Options

    


    On the
signature date of this agreement, you will be granted 200,000 stock options of
Proginet Corporation common stock at a grant price based on the closing price on
the OTC BB on the signature date of this agreement.    Your stock
options will vest as indicated in the following table:

    


    
      	
              Vesting
      Dates

            	
              Number
      of  Vested Shares

            
	
              12
      months following your start date

            	
              16,667

            
	
              15
      months following your start date

            	
              16,667

            
	
              18
      months following your start date

            	
              16,667

            
	
              21
      months following your start date

            	
              16,667

            
	
              24
      months following your start date

            	
              16,667

            
	
              27
      months following your start date

            	
              16,667

            
	
              30
      months following your start date

            	
              16,667

            
	
              33
      months following your start date

            	
              16,667

            
	
              36
      months following your start date

            	
              16,666

            
	
              39
      months following your start date

            	
              16,666

            
	
              42
      months following your start date

            	
              16,666

            
	
              45
      months following your start date

            	
              16,666

            
	
              Total:

            	
              200,000

            


    

    


    Additionally,
upon promotion to Chief Financial Officer your next four quarters of share
vesting will be accelerated to the date of your promotion.   Future
option vesting dates after your promotion will continue to vest according to the
schedule indicated in the table.

    


    If a
Change of Ownership Control, as defined in the 2000 Stock Option Plan as
amended, occurs during your tenure at Proginet Corporation, all options
previously granted shall vest immediately.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    III.
Benefits
Package

    


    Beginning
on the first day of the month following three months of continuous employment
from your start date, you are eligible to participate in a comprehensive
benefits program including medical, dental, life and disability
insurance.

    


    You will
have the opportunity to select from various supplemental medical programs
offered through AFLAC. Furthermore, you will also be eligible to participate in
a 401(k) Plan and Pre-Tax Flexible Spending Plan. Currently, Proginet matches
50% of the first 6% contributed by the employee to its 401(k) Plan, subject to
IRS limitations.

    


    From your
date of hire you will be eligible to accrue 10 days of paid vacation on an
annual basis in accordance with Proginet’s standard policies. Upon promotion to
Chief Financial Officer you will be eligible to accrue 25 days of paid vacation
on an annual basis.  You are also entitled to personal time off and
sick leave in accordance with Proginet Corporation Human Resource Employee
Manual and Procedure Guide.

    


    IV. Other Employment Related
Documents

    


    As a
public company, all employees are also required to sign Proginet’s
Confidentiality and Non-Competition Agreement, Code of Business Conduct and
Ethics Agreement and Insider Trading Policy Agreement upon joining
Proginet.

    


    VII.
Termination

    


    If, in
the event:

    


    
      	
               
      

            	
              a.

            	
              Proginet
      Corporation terminates your employment for any reason other than Cause,
      your death, or Disability, or

            


    

    
      	
               
      

            	
              b.

            	
              you  terminate
      your employment following a Constructive
  Termination,

            


    

    


    then
subject to your delivery of a signed release of claims in a form reasonably
satisfactory to Proginet Corporation, you will be entitled to:

    


    
      	
               
      

            	
              i.

            	
              Continuation
      for a period of three months of your base salary, paid in accordance with
      Proginet Corporation's payroll
practices,

            


    

    
      	
               
      

            	
              ii.

            	
              Continuation
      for a period of three months of the vesting of your then outstanding
      Proginet Corporation stock options,
and

            


    

    
      
        	
                 
      

              	
                iii.

              	
                Continuation
      of your then existing and subscribed to benefits for three
      months.

              


      

       

    

    In the
event of termination for Cause, you will not be entitled to any such payments,
salary, bonus, or benefits.

    


    VIII.
At-Will
Employment

    


    If you
choose to accept this offer, please understand your employment is voluntarily
entered into and is for no specific period. As a result, you are free to resign
at any time, for any reason, or for no reason. Similarly, Proginet Corporation
is free to conclude its at-will employment relationship with you at any time,
with or without cause.

    


    Joe, we
trust that you agree with the Proginet Board of Directors, that you have a great
contribution to make to Proginet Corporation. We are confident that you will
find working at Proginet a rewarding experience. We look forward to a favorable
reply and the opportunity of working with you to create a successful
company.

    


    To
indicate your acceptance of this offer of employment, please sign and date this
confirmation form and return it to Proginet Corporation. This letter, along with
the Proginet Corporation Human Resource Employee Manual and Procedure Guide and
other policy documents applicable to Proginet Corporation employees and the Plan
Documents governing the health and welfare benefit plans, all which you will
receive shortly, sets forth the terms of your employment with Proginet
Corporation and supersedes any prior representations or agreements, whether
written or oral.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Importantly,
your employment with Proginet Corporation is contingent on a background check.
The terms and conditions in the Proginet Corporation Human Resource Employee
Manual and Procedure Guide and the Plan Documents are subject to change at any
time by Proginet Corporation and/or Board of Directors, subject to requirements
of federal, state or local law. This letter may only be modified by a written
agreement signed by you and the COO of Proginet Corporation.

    


    This
offer will expire at noon Eastern Daylight Time on April 10, 2009.

    


    


    
      	 
      
	
              Sandison
      Weil

            
	
              President
      & CEO

            


    

    


    Please
indicate acceptance of this offer by returning this form with your
signature.

    


    I agree
to and accept the enclosed offer of employment with Proginet Corporation. I
agree that my start date will be on or about April 27, 2009.

    


    


    
      	 
      	 
      	 
      	 
	
              Joseph
      Christel

            	 
      	
              Date
      of Acceptance