Filed by Bowne Pure Compliance






Exhibit 10.1




May 09, 2008




Mr. S. Jambunathan

Chairman of the Board of Directors of HMNA

c/o HMNA

200 Park Avenue South

New York, New York 10003





Re: Amendment to Employment Agreement



Dear Mr. Quadrino:



Helios & Matheson North America – HMNA, (“Company”) hereby agrees to amend your Employment
Agreement dated as of May 01, 2006 (“Agreement”) entered into by and between The A Consulting Team
Inc. (former name of HMNA) and yourself, Salvatore M. Quadrino, (“Employee”) as follows




	(1)	 	The content in Section 1 of Agreement will be replaced by the content provided in this bullet point (1) of this Amendment.






The Company hereby employs Employee as Chief Financial Officer. The Company, HMNA, will provide
Employee with an office and appropriate computer and communications at metropolitan area office.
Employee hereby accepts employment in such capacity and conditions as hereinafter set forth.



In addition, for the interim period, beginning with the date of ratification of this Amendment and
until Company appoints a new Chief Executive Officer, Company offers and Employee accepts the
responsibility of Interim Chief Executive Officer, in addition to Employee’s role & responsibility
as Chief Financial Officer.



When Company hires a new Chief Executive Officer, Employee will revert back to the original role of
Chief Financial Officer.



As a condition of continued Employment, Employee agrees to perform as expected by the Company in
the capacity of Chief Financial Officer and Interim Chief Executive Officer, and bear all
appropriate responsibilities, including SEC related responsibilities that roles of Chief Financial
Officer and Chief Executive Officer have to bear.




	(2)	 	The content in Section 2 of Agreement will be replaced by the content provided in this bullet point (2) of this Amendment.






This Agreement is for the time period May 1st 2008 to June 30th 2009 (Term).
Thereafter, the Agreement will automatically renew for additional 1-year terms (Renewal Terms),
unless either Party (Company or Employee) conveys in writing to the other, of its intention not to
renew the Agreement at least 30 days prior to the end of the corresponding Term. Termination of
Agreement by the Company will be governed by the provisions of Section 8. The entire period in
effect is hereinafter referred to as the “Employment Period”.




	(3)	 	The content in Section 3 of Agreement will be replaced by the content provided in this bullet point (3) of this Amendment.






The Company shall pay to Employee the following compensation for all the services to be rendered by
Employee in any capacity:




	 	•	 	A base salary at the rate of $200,000 per year (annual base salary of
Two Hundred Thousand US Dollars) payable twice a month, less all
applicable and required federal, state, local and authorized
deductions.

	 
	 	•	 	Upon approval by the Board of Directors, the Company shall grant to
Employee options to shares of Company Common Stock, from time to time,
in accordance with the terms of Company’s Stock Option and Award Plan.





 


 









 





	 	•	 	A Performance Based Bonus that is modifiable quarterly, semi-annually,
or annually, for expected performance, as reasonably determined
appropriate by Company, to motivate Employee to help achieve the
operational and financial goals of Company. The Performance Based
Bonus plan along with Performance Goals for Employee will be
separately specified as Performance Target and Bonus Plan (hereinafter
called Performance Plan). Performance Plan may be reasonably and
periodically specified or modified by Company, at its sole discretion,
in the interests of Company and all of its stakeholders.

	 
	 	•	 	The use of a Company car and reimbursement of all related usage
expenses. The expenses will be capped at $500 per month, or $6,000 per
annum, for all car usage related expenses, except for car repairs,
which the Company will pay in addition to this budgeted cap.

	 
	 	•	 	Employee shall be entitled to participate in the Company’s employee
and fringe benefit plans and programs and shall be entitled to sick
days and personal days in accordance with the Company’s PTO policy for
the Chief Financial Officer’s position.






As long as Company offers and Employee continues to take on the responsibility of Interim Chief
Executive Officer, an additional gross salary at the rate of $60,000 per year (additional annual
salary of Sixty Thousand US Dollars) payable twice a month, less all applicable and required
federal, state, local and authorized deductions, will be paid to Employee. This additional
compensation will be withdrawn when Company withdraws the position of Interim Chief Executive
Officer from Employee.
 
 




	(4)	 	The content in Section 8 of Agreement will be replaced by the content provided in this bullet point (3) of this Amendment.






The Employment Period shall be terminated at the time of the death of Employee or may be terminated
by Company if Employee shall fail to render the services provided for hereunder for a continuous
period of ninety (90) days because of Employee’s physical or mental disability. Notwithstanding
anything to the contrary herein, either party may terminate the
Employment Period, with or without cause and for any reason whatsoever, by giving thirty (30) days
prior notice to the other party.



In the event Company terminates Employee without Cause, death or disability, or if the Employee
should resign for a Sufficient Reason, as defined in this Employment Agreement, Employee shall be
entitled to receive as severance an amount equal to Six (6) months of Employee’s then current base
salary. In the event, Company terminates Employee without Cause within 6 months after the
appointment of a new Chief Executive Officer, Employee shall be entitled to receive as severance an
additional amount equal to Three (3) months of Employee’s then current base salary.



For purposes of this Section 8, “Cause” shall mean: (a) Employee’s embezzlement, negligence,
willful breach of fiduciary duty or fraud with regard to Company or any of Company’s assets or
businesses, (b) Employee’s conviction of, or pleading of nolo contendere with regard to a felony
(other than a traffic violation) or any other crime involving moral turpitude and involving
activity related to the affairs of Company, (c) Employee’s refusal or negligence in carrying out
lawful requests or directives of the Company after such requests or directives were issued after
discussion with Employee, and (d) any other breach by Employee of a material provision of this
Agreement that remains uncured for thirty (30) days after written notice thereof is given to
Employee.



In the event Company terminates the Employment Period for Cause, Company’s sole obligation is to
pay Employee for that period actually worked by Employee (plus any commissions and/or vacation pay
due for that period, if applicable).



Employee may terminate the Employment Period for “Sufficient Reason” in accordance with the
provisions hereof. For purposes of this Agreement, Sufficient Reason shall mean any material
reduction in Employee’s base compensation by more than 25%, requirement by the Company for the
Employee to work from any location more than 50 miles away from the current office location, or a
written request by the Company to perform illegal acts including but not limited to violating SEC
or NASDAQ rules or regulations.
 
 



 


 









 





Please acknowledge your agreement to such extension of Employment by executing a copy of this
letter agreement and returning such executed copy to the Company.
 



	 	 	 
	Helios & Matheson North America
	 	 
	 
	 	 
	/s/ Srinivasaiyer Jambunathan
	 	 
	 

Mr. S. Jambunathan

	 	 
	Chairman of the Board of Directors of HMNA
	 	 
	 
	 	 
	Acknowledged and Agreed  
	 	 
	 
	 	 
	/s/ Salvatore M. Quadrino  
	 	 
	 

Mr. Salvatore M. Quadrino

	 	 Date
5/9/2008