Exhibit 10.9





EXHIBIT 10.9




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