Exhibit 10.1


 


THIS AGREEMENT IS SUBJECT TO ARBITRATION


 


	
  STATE OF TEXAS

  	
  §

  
	
   

  	
  §

  
	
  COUNTY OF DALLAS

  	
  §

  



 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT is made and entered into on the 3rd day of
October, 2008, but effective as of the 1st day of August, 2008 (the
“Effective Date”), by and between DG FastChannel, Inc., a Delaware
corporation (the “Corporation”), and Scott K. Ginsburg (the “Employee”).


 


WHEREAS, the Corporation and the Employee were parties to a prior
Employment Agreement effective as of June 1, 2006, which agreement has
terminated in accordance with its terms;


 


WHEREAS, the Corporation desires to enter into an agreement with
respect to the continued employment relationship with the Employee on the terms
and conditions as set forth herein; and


 


WHEREAS, the Employee is willing to enter into such agreement;


 


NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants and promises hereinafter contained, do hereby agree as follows:


 


1.             Employment.  The Corporation hereby agrees to extend the
employment of  Employee in the capacity
of Chief Executive Officer, and Employee hereby accepts the continued
employment, on the terms and conditions hereinafter set forth.


 


2.             Title and Duties.


 


(a)           The Employee’s job
title shall be Chief Executive Officer of the Corporation.  During the Employment Term the Employee shall
have such authority and duties 


 

















 


as are usual and customary for
such position, and shall perform such additional services and duties as the
Board of Directors may from time to time designate consistent with such
position.


 


(b)           The Employee shall
report solely to the Board of Directors. 
Except as otherwise specified by the Board of Directors, the other
senior officers of the Corporation shall report, directly or indirectly through
other senior officers designated from time to time by the Employee or the Board
of Directors, to the Employee, and the Employee shall be responsible for
reviewing the performance of such senior officers of the Corporation.


 


(c)           The Employee shall
devote reasonable business time and best efforts, consistent with past
practices, to the business affairs of the Corporation; in addition, the
Employee may devote reasonable time and attention to:


 


(i)            serving as a director
of, or member of a committee of the directors of, any not-for-profit
organization or engaging in other charitable or community activities; and


 


(ii)           serving as an officer
or director of, or member of a committee of the directors of, the corporations
or organizations for which the Employee presently serves in such capacity, and
such other corporations and organizations that the Board may from time to time
approve in the future; provided, that except as specified above, the
Employee may not accept employment with any other individual or other entity,
or engage in any other venture, which is indirectly or directly in conflict or
competition with the then existing business of the Corporation.


 


3.             Employment
Term.  The term of Employee’s
employment hereunder shall begin on the Effective Date and continue until July 31,
2011, unless earlier terminated as herein provided (the “Employment Term”).


 


4.             Salary
and Other Compensation.  As
compensation for the services to be rendered 


 


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by the Employee to the
Corporation pursuant to this Agreement, the Employee shall be paid the
following compensation and other benefits:


 


(a)           Salary:  Salary shall be payable in equal bimonthly
installments in arrears, or otherwise in accordance with the Corporation’s
ordinary payroll practices.  Employee
shall be entitled to annual salary as set forth below, or such higher
compensation as may be established by the Corporation from time to time:


 


	
  From the Effective Date through
  July 31, 2009 —

  	
   

  	
  $

  	
  450,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From August 1, 2009 through July 31,
  2010 —

  	
   

  	
  $

  	
  468,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From August 1, 2010 through July 31,
  2011 —

  	
   

  	
  $

  	
  486,720

  	
   

  



 


(b)           Bonus:  The Employee shall be eligible for an annual
bonus in an amount of up to 75% of the then-applicable annual salary, or such
higher percentage as may be determined by the Compensation Committee (or other
applicable committee) of the Board of Directors, with the criteria upon which
any bonus would be awarded to be determined in the sole discretion of the
Compensation Committee (or other applicable committee) of the Board of
Directors.  Any annual bonus that becomes
payable pursuant to this Section 4(b) shall be paid between January 1
and March 15th of the year following the year for which such annual bonus
was earned; provided, however, in no event will the bonus be paid after December 31
of the year following the year for which such annual bonus was earned.


 


(c)           Stock Incentive Plans:
The Employee shall be entitled to receive a restricted stock grant of 350,000
shares of the Corporation’s common stock, under the Corporation’s stock
incentive plan, with the forfeiture provisions applicable to such shares
terminating as follows: (i) 116,667 shares on August 1, 2009, (ii) 116,667
shares on August 1, 2010 and (iii) 116,666 shares on August 1,
2011, with any such remaining forfeiture provisions terminating upon the
occurrence of a change in control of the Corporation (as defined in the 


 


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restricted stock
agreement).  Notwithstanding the
foregoing, the terms of such grant shall be subject to the terms and conditions
of the Corporation’s stock incentive plan, and any additional terms as might be
included in the applicable restricted stock agreement.  In addition, the Employee may receive
additional awards under such stock incentive plans as the Compensation
Committee (or other applicable committee) of the Board of Directors may
determine from time to time, subject to any limitation as may be provided by
applicable law or regulation or the terms of the stock incentive plan.


 


(d)           Car
Allowance:  The Corporation shall pay to
the Employee a car allowance in an amount equal to $1,000 per month during the
Employment Term.


 


(e)           Employee
Benefit Plans:  The Employee shall be
eligible to participate, on a basis comparable to other executive officers, in
any profit sharing, retirement, insurance, health or other employee benefit
plan maintained by the Corporation.


 


(f)            Reimbursement
of Expenses:  In addition to the
compensation provided for hereof, upon submission of proper vouchers, the
Corporation will pay or reimburse the Employee for all normal and reasonable
travel and entertainment expenses incurred by the Employee during the
Employment Term in connection with the Employee’s responsibilities to the
Corporation.


 


5.             Life
Insurance.  The Corporation, in its
discretion, may apply for and procure in its own name and for its own benefit,
life insurance on the life of the Employee in any amount or amounts considered
advisable by the Corporation, and the Employee shall submit to any medical or
other examination and execute and deliver any application or other instrument
in writing, reasonably necessary to effectuate such insurance.


 


6.             Corporation
Payment of Health Benefit Coverage. 
During the Employment Term, the Corporation shall pay the amount of
premiums or other cost incurred for coverage of the 


 


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Employee and his eligible
spouse and dependent family members under the applicable Corporation health
benefits arrangement (consistent with the terms of such arrangement).


 


7.             Vacations
and Leave.  The Employee shall be
entitled to four weeks of vacation per year and such additional leave time as
is customarily granted to the other executive officers of the Corporation.


 


8.             Non-Disclosure of
Confidential Information.  The
Employee acknowledges that as a result of his employment with the Corporation,
he will be making use of, acquiring, and/or adding to confidential information
of a special and unique nature and value relating to such matters as the
Corporation’s patents, copyrights, proprietary information, trade secrets,
systems, procedures, manuals, confidential reports, and lists of customers
(which are deemed for all purposes confidential and proprietary), as well as
the nature and type of services rendered by the Corporation, the equipment and
methods used and preferred by the Corporation’s customers, and the fees paid by
them.  As a material inducement to the
Corporation to enter into this Agreement and to pay to Employee the compensation
stated in paragraph 4, Employee covenants and agrees that he shall not, at any
time during or following the term of his employment, directly or indirectly
divulge or disclose for any purpose whatsoever any confidential information
that has been obtained by, or disclosed to, him as a result of his employment
by the Corporation.


 


9.             Covenants
Against Competition.  The Employee
acknowledges that the services he is to render are of a special and unusual
character with a unique value to the Corporation, the loss of which cannot
adequately be compensated by damages in action at law.  In view of the unique value to the
Corporation of the services of Employee because of the confidential information
to be obtained by or disclosed to Employee, as hereinabove set forth, and as a
material inducement to the Corporation to enter into this Agreement and to pay
to Employee the compensation stated in paragraph 4, Employee covenants and
agrees that during Employee’s 


 


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employment and for a period of
twelve months after he ceases to be employed by the Corporation for any reason,
he will not, except as otherwise authorized by this Agreement, compete with the
Corporation or any affiliate of the Corporation, solicit the Corporation’s
customers or the customers of an affiliate or directly or indirectly solicit
for employment any of the Corporation’s employees.  For purposes of this paragraph:


 


(a)           the
term “compete” means engaging in the same or any similar business as the Corporation
or any of its affiliates in any manner whatsoever (other than as a passive
investor), including without limitation, as a proprietor, partner, investor,
shareholder, director, officer, employee consultant, independent contractor, or
otherwise, within the United States of America;


 


(b)           the term “affiliate”
means any legal entity that directly or indirectly through one or more
intermediaries controls, is controlled by, or is under the common control with
the Corporation; and


 


(c)           the term “customers”
means all persons to whom the Corporation or any of its affiliates has sold any
product or service within a period of twelve months prior to the time Employee
ceases to be employed by the Corporation.


 


10.           Reasonableness
of Non-Disclosure and Noncompetition Restrictions,


 


(a)           The
Employee has carefully read and considered the provisions of paragraphs 8
and 9, and, having done so, agrees that the restrictions set forth in these
paragraphs, including, but not limited to, the time period of restriction and
geographical areas of restriction are fair and reasonable and are reasonably
required for the protection of the interests of the Corporation and its parent
or subsidiary corporations, officers, directors, shareholders, and other
Employees.


 


(b)           In
the event that, notwithstanding the foregoing, any of the provisions of 


 


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paragraphs 8 and 9 shall
be held to be invalid or unenforceable, the remaining provisions thereof shall
nevertheless continue to be valid and enforceable as though the invalid or
unenforceable parts had not been included therein.  In the event that any provision of paragraphs
8 or 9 relating to the time period and/or the areas of restriction and/or
related aspects shall be declared by a court of competent jurisdiction to
exceed the maximum restrictiveness such court deems reasonable and enforceable,
the time period and/or areas of restriction and/or related aspects deemed
reasonable and enforceable by the court shall become and thereafter be the
maximum restriction in such regard, and the restriction shall remain
enforceable to the fullest extent deemed reasonable by such court.


 


11.           Remedies
for Breach of Employee’s Covenants of Non-Disclosure and Noncompetition.  In the event of a breach or threatened breach
of any of the covenants in paragraphs 8 and 9, the Corporation shall have the
right to seek monetary damages for any past breach and equitable relief,
including specific performance by means of an injunction against the Employee
or against the Employee’s partners, agents, representatives, servants,
employers, employees, family members and/or any and all persons acting directly
or indirectly by or with him, to prevent or restrain any such breach.


 


12.           Termination.  Employment of the Employee under this
Agreement may be terminated:


 


(a)           By
the Employee’s death.


 


(b)           By
mutual agreement of the Employee and the Corporation.


 


(c)           By the Corporation for
Cause.  This Agreement and the Employee’s
employment with the Corporation may be terminated for Cause at any time in
accordance with subparagraph (e) of this section.  For purposes of this Agreement, Cause shall
mean only the following: (i) a conviction of or a plea of guilty or nolo contendre by the Employee to a felony or 


 


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an act of fraud, embezzlement
or theft or other criminal conduct against the Corporation; (ii) habitual
neglect of the Employee’s material duties or failure by the Employee to perform
or observe any substantial lawful obligation of such employment that is not
remedied within thirty (30) days after written notice thereof from the
Corporation or its Board of Directors; or (iii) any material breach by the
Employee of this Agreement.  Should the
Employee dispute whether he was terminated for Cause, then the Corporation and
the Employee shall enter immediately into binding arbitration pursuant to the
Commercial Arbitration Rules of the American Arbitration Association, the
cost of which shall be borne by the non-prevailing party.


 


(d)           By Employee for Good
Reason.  This Agreement and the
Employee’s employment with the Corporation may be terminated at any time, at
the election of the Employee, for Good Reason following notice and a reasonable
opportunity to cure, and in accordance with subparagraph (e) of this
section.  As used in this Agreement, Good
Reason shall mean (i) the assignment to the Employee of duties
inconsistent with the title of Chief Executive Officer of the Corporation, the
removal of the Employee from such office or any reduction in the current scope
or degradation of the Employee’s job responsibilities, duties, functions,
status, offices and title or material reduction in support staff; (ii) the
material reduction of the Employee’s then current Salary and perquisites, on an
aggregate basis; (iii) the relocation of the Corporation’s principal
executive offices to a location more than twenty (20) miles from the
Corporation’s then current offices or the transfer of the Employee to a place
other than the Corporation’s principal executive offices (excepting reasonable
travel on the Corporation’s business); or (iv) any material breach by the
Corporation of this Agreement.


 


(e)           Notice
of Termination.  Any purported
termination of the Employee’s employment, either by the Corporation for Cause
or by the Employee for Good Reason, shall be communicated by a written Notice
of Termination to the other party hereto. 
Such notice shall 


 


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indicate a specific termination
provision in this Agreement which is relied upon, recite the facts and
circumstances claimed to provide the basis for such termination and specify the
effective date of the termination (the “Date of Termination”).  If within thirty (30) days from the date the
Notice of Termination is given, the party receiving such notice notifies the
other party that a dispute exists concerning such termination, the parties
shall resolve such dispute by entering immediately into binding arbitration
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association, the cost of which shall be borne by the non-prevailing party.


 


(f)            At
the end of the Employment Term.


 


(g)           Change
in Control.  In the event of a Change in
Control and, following such Change in Control, if the Employee is terminated by
the Corporation without Cause, or the Employee elects to terminate his
employment for any reason, prior to the end of the Employment Term.  As used in the Agreement, the term “Change in
Control” shall mean:


 


(i)            the sale, lease or
other transfer of all or substantially all of the assets of the Corporation to
any person (other than the Employee and his affiliates) or group (as such term
is used in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended), other than a group of which the Employee or one of his affiliates
is a member;


 


(ii)           the adoption by the
stockholders of the Corporation of a plan relating to the liquidation or
dissolution of the Corporation;


 


(iii)          the merger of
consolidation of the Corporation with or into another entity or the merger of
another entity into the Corporation or any subsidiary thereof with the effect
that immediately after such transaction the stockholders of the Corporation
immediately prior to such transaction (or their affiliates) hold less than
fifty percent (50%)


 


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of the total
voting power of all securities generally entitled to vote in the election of
directors, managers or trustees of the entity surviving such merger of
consolidation;


 


(iv)          the acquisition by any
person (other than the Employee and his affiliates) or group (other than a
group of which the Employee or one of his affiliates is a member) of more than
fifty percent (50%) of the voting power of all securities of the Corporation
generally entitled to vote in the election of directors of the Corporation; or


 


(v)           that the majority of
the Board is composed of members who (A) have served less than twelve
months and (B) were not approved by a majority of the Board at the time of
their election or appointment.


 


13.           Payments Upon
Termination.  Payments to the
Employee upon termination shall be limited to the following:


 


(a)           If
the Employee is terminated by the Corporation upon death, for Cause, or at the
end of the Employment Term, the Employee shall be entitled to all arrearages of
salary and expenses as of the Date of Termination but shall not be entitled to
further compensation, subject to paragraph 14.


 


(b)           If the Employee terminates
for Good Reason or following a Change of Control pursuant to paragraph 12(g) above,
or if the Employee is terminated by the Corporation other than for Cause or any
other reason set forth in subparagraph (a) above during the Employment
Term, the Employee shall be entitled to the greater of (i) all remaining
salary, in a lump sum payment, under this Agreement to the end of the
Employment Term, or (ii) salary, in a lump sum payment, from the Date of
Termination through the second anniversary of the Date of Termination, at the
rate of salary in effect on the Date of Termination, which lump sum shall be
paid unless otherwise required by Section 15(b) within 90 days
following the Date of Termination, with the exact date of payment determined in
the sole discretion of the 


 


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Corporation.  Employee shall have no obligation to seek
other employment and any income so earned shall not reduce the foregoing
amounts.


 


14.           Severance.  Following the end of the Employment Term,
upon termination of Employee’s employment with the Corporation for any reason
other than Cause, but upon ninety days prior written notice if such termination
is by the Employee, the Corporation shall pay to the Employee in a lump sum an
amount equal to the amount of salary the Employee would have earned if he had
remained employed with the Corporation for a period of six months following the
Date of Termination at the rate of salary in effect on the Date of Termination,
which lump sum shall be paid within 90 days of the Date of Termination, with
the exact date of payment determined in the sole discretion of the Corporation,
unless otherwise specified under Section 15(b).


 


15.           Additional
Termination Provisions.


 


(a)           Separation from
Service.  Notwithstanding anything to
the contrary in this Agreement, with respect to any amounts payable to the
Employee under this Agreement in connection with a termination of the
Employee’s employment, in no event shall a termination of employment occur
under this Agreement unless such termination constitutes a Separation from
Service.  For purposes of this Agreement,
a Separation from Service shall mean the Employee’s “separation from service”
with the Corporation as such term is defined in Treasury Regulation Section 1.409A-1(h) and
any successor provision thereto.


 


(b)           Section 409A
Compliance.  Notwithstanding anything
contained in this Agreement to the Contrary, to the maximum extent permitted by
applicable law, amounts payable to the Employee pursuant to Sections 13 or 14
shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation
Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term
Deferrals).  However, to the extent any
such payments are treated as non-qualified 


 


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deferred compensation subject
to Section 409A of  the Code, then
if Employee is deemed at the time of his Separation from Service to be a
“specified employee” for purposes of Section 409A(a)(2)(B)(i) of the
Code, then to the extent delayed commencement of any portion of the benefits to
which Employee is entitled under this Agreement is required in order to avoid a
prohibited distribution under Section 409A(a)(2)(B)(i) of the Code,
such portion of Employee’s termination benefits shall not be provided to
Employee prior to the earlier of (i) the expiration of the six-month
period measured from the date of the Employee’s Separation from Service or (ii) the
date of Employee’s death.  Upon the
earlier of such dates, all payments deferred pursuant to this Section 15(b) shall
be paid in a lump sum to Employee.  The
determination of whether the Employee is a “specified employee” for purposes of
Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation
from Service shall made by the Corporation in accordance with the terms of Section 409A
of the Code and applicable guidance thereunder (including without limitation
Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).


 


(c)           Resignation Upon
Termination.  In the event of
termination of this Agreement other than for death, the Employee hereby agrees
to resign from all positions held in the Corporation, including without
limitations any position as a director, officer, agent, trustee or consultant
of the Corporation or any affiliate of the Corporation.  For the purposes of this provision, the term
“affiliate” has the same meaning as in paragraph 9.


 


16.           Waiver.  A party’s failure to insist on compliance or
enforcement of any provision of this Agreement, shall not affect the validity
or enforceability or constitute a waiver of future enforcement of that
provision or of any other provision of this Agreement by that party or any
other party.


 


17.           Governing Law.  This Agreement shall in all respects be
subject to, and governed by, the laws of the State of Texas.


 


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18.           Severability.  The invalidity or unenforceability of any
provision in the Agreement shall not in any way affect the validity or
enforceability of any other provision and this Agreement shall be construed in
all respects as if such invalid or unenforceable provision had never been in
the Agreement.


 


19.           Notice.  Any and all notices required or permitted
herein shall be deemed delivered if delivered personally or if mailed by
registered or certified mail to the Corporation at its principal place of
business and to the Employee at the address hereinafter set forth following the
Employee’s signature, or at such other address or addresses as either party may
hereafter designate in writing to the other.


 


20.           Assignment.  This Agreement, together with any amendments
hereto, shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors, assigns, heirs and personal
representatives, except that the rights and benefits of either of the parties
under this Agreement may not be assigned without the prior written consent of
the other party.


 


21.           Indemnification
and Insurance; Legal Expenses.  The
Corporation shall indemnify the Employee to the fullest extent permitted by the
laws of the State of Delaware, as in effect at the time of the subject act or
omission, and shall advance to the Employee reasonable attorneys’ fees and
expenses as such fees and expenses are incurred (subject to an undertaking from
the Employee to repay such advances if it shall be finally determined by a
judicial decision which is not subject to further appeal that the Employee was
not entitled to the reimbursement of such fees and expenses) and he will be
entitled to the protection of any insurance policies the Corporation may elect
to maintain generally for the benefit of its directors and officers (“Directors
and Officers Insurance”) against all costs, charges and expenses incurred or
sustained by him in connection with any action, suit or proceeding to which he
may be made a party by 


 


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reason of his being or having
been a director, officer or employee of the Corporation or any of its
subsidiaries or his serving or having served any other enterprise as a
director, officer or employee at the request of the Corporation (other than any
dispute, claim or controversy arising under or relating to this
Agreement).  The Corporation covenants to
maintain during the Employment Term for the benefit of the Employee (in his
capacity as an officer and director of the Corporation) Directors and Officers
Insurance providing benefits to the Employee no less favorable, taken as a
whole, than the benefits provided to the Employee by the Directors and Officers
Insurance maintained by the Corporation on the date hereof; provided, however,
that the Board may elect to terminate Directors and Officers Insurance for all
officers and directors, including the Employee, if the Board determines in good
faith that such insurance is not available or is available only at unreasonable
expense.


 


22.           Amendments.  This Agreement may be amended at any time by
mutual consent of the parties hereto, with any such amendment to be invalid
unless in writing, signed by the Corporation and the Employee.


 


23.           Entire
Agreement.  This Agreement, along
with the Corporation handbook to the extent it does not specifically conflict
with any provision of this Agreement, contains the entire agreement and
understanding by and between the Employee and the Corporation with respect to
the employment of the Employee, and no representations, promises, agreements,
or understandings, written or oral, relating to the employment of the Employee
by the Corporation not contained herein shall be of any force or effect.


 


24.           Burden and Benefit.  This Agreement shall be binding upon, and
shall inure to the benefit of, the Corporation and Employee, and their
respective heirs, personal and legal representatives, successors, and assigns.


 


25.           Headings.  The various headings in this Agreement are
inserted for convenience 


 


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only and are not part of the
Agreement.


 


26.           In-Kind
Benefits and Reimbursements. 
Notwithstanding any thing to the contrary in this Agreement, in-kind
benefits and reimbursements provided under this Agreement during any tax year
of the Employee shall not affect in-kind benefits or reimbursements to be
provided in any other tax year of the Employee and are not subject to liquidation
or exchange for another benefit. 
Notwithstanding any thing to the contrary in this Agreement,
reimbursement requests must be timely submitted by Employee and, if timely
submitted, reimbursement payments shall be made to the Employee as soon as
administratively practicable following such submission, but in no event later
than the last day of Employee’s taxable year following the taxable year in
which the expense was incurred.  In no
event shall the Employee be entitled to any reimbursement payments after the
last day of Employee’s taxable year following the taxable year in which the
expense was incurred.  This paragraph
shall only apply to in-kind benefits and reimbursements that would result in
taxable compensation income to the Employee.


 


27.           Section 409A;
Separate Payments.  This Agreement is
intended to be written, administered, interpreted and construed in a manner
such that no payment or benefits provided under the Agreement become subject to
(a) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or
(b) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together,
referred to herein as the “Section 409A Penalties”), including, where
appropriate, the construction of defined terms to have meanings that would not
cause the imposition of Section 409A Penalties.  In no event shall the Corporation be required
to provide a tax gross-up payment to Employee or otherwise reimburse Employee
with respect to Section 409A Penalties. 
For purposes of Section 409A of the Code (including, without
limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)),
each payment that Employee may be eligible to receive under this Agreement
shall be treated as a separate and distinct payment.


 


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IN WITNESS WHEREOF, the Corporation and Employee have duly executed
this Agreement to be effective as of the day and year first above written.


 


 


	
   

  	
   

  	
  CORPORATION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DG FASTCHANNEL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Kevin C. Howe

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: KEVIN C. HOWE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its: Compensation Committee Chairman

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address for Notice Purposes:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DG FastChannel, Inc.

  	
   

  	
   

  	
   

  
	
  750 West John Carpenter Freeway

  	
   

  	
   

  	
   

  
	
  Suite 700

  	
   

  	
   

  	
   

  
	
  Irving, TX
  75039

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Scott
  K. Ginsburg

  
	
   

  	
   

  	
   

  	
  SCOTT K.
  GINSBURG

  



 


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