ex10-1.htm


    
      

    

    Exhibit
10.1

     

    

      October
23, 2008

      


      


      Mr.
Clarke H. Bailey

      825
8th
Avenue, 29rd
Floor

      New York,
NY  10019

      


      Dear
Clarke,

      


       

      This
letter confirms certain terms and conditions of your continued employment in
consideration of your new title and duties effective September 19, 2008, in the
position of Chairman and Interim Chief Executive Officer of EDCI Holdings, Inc.
(The “Company”) and supersedes any prior offer letter or other agreement
regarding your employment by the Company or
any of its subsidiaries.  This position is located in or near New
York, NY, and reports directly to the Board of Directors of the
Company.  In your capacity as Chairman and Chief Executive Officer of
the Company, all of the officers of the Company shall report directly to you or
your designee. You will also: (1) devote substantially all of your business
time, attention and abilities to the Company’s business and (2) faithfully serve
the Company and use your best efforts to promote the interests of the Company
and to enhance shareholder value.  You are directly or indirectly
responsible for all activities of the Company and are specifically responsible
for merger and acquisition activities, external communications, investor
relations, and any other activities which may be assigned to you by the Board of
Directors.  The Company understands that you are currently serving on
the boards of Iron Mountain Inc, and ACT Teleconferencing
Services.  The Company agrees that you may continue to serve on those
boards so long as there is no conflict of interest between any of those
organizations and the Company and your duties as a member of those boards do not
unreasonably interfere with your duties under this letter
agreement.

       

      Your base
compensation will be $37,500 per month (the “Base Salary”), which shall be paid
in bi-weekly installments in accordance with the Company’s normal payroll
practices.  Your Base Salary may be increased (but not decreased) in
the manner determined by the Company in consultation with the Company’s Board of
Directors (the “Board”) or the Compensation Committee of the Board.

      


      You will
be eligible to participate in the Company’s bonus plans or programs as shall be
established by the Board upon recommendations from management of the Company
from time to time for senior executives of the Company.  In addition,
you will be eligible to receive discretionary bonus awards as the Board may
determine in its sole discretion from time to time.

      


      During
the term of your employment, you will receive a monthly car allowance of $700,
which will cover local driving and parking expenses incurred in connection with
the performance of your duties hereunder.

      


      During
the term of your employment, you may participate in all retirement plans, life,
medical/dental insurance plans and disability insurance plans of the Company, as
in effect from time to time, to the extent that you qualify under the
eligibility requirements of each plan or program.  Details of our
current benefits plan have previously been provided to you.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
Notwithstanding
the foregoing, if any benefit or amount payable to you under this letter on
account of your termination of employment constitutes “nonqualified deferred
compensation” (“Deferred Compensation”) within the meaning of Section 409A of
the Internal Revenue Code (“409A”), payment of such Deferred Compensation shall
commence when you incur a “separation from service” within the meaning of
Treasury Regulation Section 1.409A-1(h) (“Separation from
Service”).  However, if you are a “specified employee” within the
meaning of 409A at the time of your Separation from Service, any Deferred
Compensation payable to you under this letter on account of your termination of
employment shall be delayed until the first day of the seventh month following
your Separation from Service (the “409A Suspension Period”).  Within
14 calendar days after the end of the 409A Suspension Period, the Company shall
pay to you a lump sum payment in cash equal to any payments (including interest
on any such payments, at an interest rate of not less than the average prime
interest rate, as published in the Wall Street Journal, over the 409A Suspension
Period) that the Company would otherwise have been required to provide under
this letter but for the imposition of the 409A Suspension
Period.  Thereafter, you shall receive any remaining payments due
under this letter in accordance with its terms as if there had not been any
suspension period beforehand.

      


      Your
position with the Company is that of an at-will employee and your employment
with the Company and this letter agreement may be terminated at any time by the
Company or you upon two weeks notice.

      


      No
representation, promise or inducement has been made by the Company or you that
is not embodied in this letter agreement.

      


      This
letter agreement may not be modified or amended in any way unless in writing
signed by each of the parties hereto.

      


      Please
confirm the terms and conditions set forth herein by countersigning this letter
in the space provided below.

      


      Sincerely,

      


      /s/
Howard Speaks

      


      Howard
“Skip” Speaks

      Lead
Independent Director

      


      


      
        	Accepted
      by: /s/ Clarke
      Bailey                                   
      	Date:
      October 27,
      2008                             
      
	
                                             Clarke
      Bailey

              	 
      	 
      	 


      

       

       

       

      2