ex10-3.htm


     

    Exhibit
      10.3



    December
      27, 2007

    


    Mr.
      Jordan M. Copland

    130
      Fifth
      Avenue

    Norwood,
      New Jersey

    07648

    


    Dear
      Jordan,

    


    This
      letter amends and restates your offer letter dated December 12, 2006 to
      address certain inadvertent errors made in such letter and to make certain
      other
      changes conforming to our current form of offer letter for
      management.  You will continue in the position of Executive Vice
      President and Chief Financial Officer of Entertainment Distribution Company,
      Inc. (formerly, Glenayre Technologies, Inc.) (the “Company”).  This
      position is located in New York, New York and reports directly to the Chief
      Executive Officer and/or Chairman of the Board of Directors of the
      Company.  You are responsible for financial planning and analysis,
      accounting, SEC reporting and matters related to treasury, tax, information
      technology, risk management and investor relations, as well as such duties
      and
      services as normally are associated with such position, which may be assigned
      to
      you from time to time.

    


    Your
      base
      compensation will be $325,000 per annum (the “Base Salary”), which shall be paid
      in bi-weekly installments for 26 pay periods per year in accordance with the
      Company’s normal payroll practices.  Your Base Salary and performance
      will be reviewed on an annual basis each year and 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 Incentive Bonus Plan and other 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.

    


    In
      connection with your original offer letter, you were awarded options to purchase
      585,000 shares of common stock of the Company, which vest as follows, provided
      that you are still employed by the Company as Executive Vice President and
      Chief
      Financial Officer at such time: (i) options to purchase 200,000 shares of common
      stock of the Company will vest on the first anniversary of December 18, 2006,
      the effective date of your employment (the “Effective Date”), (ii) options to
      purchase 200,000 shares of common stock of the Company will vest on the second
      anniversary of the Effective Date and (iii) the remaining options will vest
      on
      the third anniversary of the Effective Date.  This award is subject to
      all the terms and conditions of the Company’s Stock Option Agreement and the
      Glenayre Long-Term Incentive Plan.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    During
      the term of your employment, you will be entitled to four (4) weeks of vacation
      in each calendar year at such times as shall be mutually convenient to you
      and
      the Company.  Your vacation will be prorated for each partial calendar
      year during the term of your employment.

    


    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.

    


    In
      addition, you will be entitled to a “stay bonus” in an amount equal to your Base
      Salary payable in a lump sum if you remain employed by the Company through
      September 1, 2008 or, in the event a Change in Control (as defined below)
      occurs prior to September 1, 2008, you remain employed by the Company or
      any successor to the Company following a Change in Control, through the 90
      day
      anniversary of any such Change in Control.  If earned, the Company
      will pay you the stay bonus within two days after September 1,
      2008.

    


    In
      the event your employment is
      terminated by the Company without Cause (as defined below) or by you with Good
      Reason (as defined below), the Company will pay you, subject to the limitations
      set forth below, a lump sum severance payment equal to the amount of your Base
      Salary in effect on such
      termination date; provided
      that, if your employment is terminated by you for Good Reason as a result of
      a
      sale of the assets or equity of LLC, as defined below, you will only be entitled
      to such severance payment if you have not received the “stay bonus” described
      above.  You also shallbe entitled to receive
the
      sum of (1)your accrued but unpaid
      Base Salary
      through the date of
      such termination, plus
      (2) your accrued
      but unpaid vacation pay through
      such dateof
      termination, plus(3)
      if you are then participating in the
      Company’s annual bonus plan, a pro-rated annual bonus for the bonus year in
      which you are terminated, which shall be calculated and paid in accordance
      with
      the Company’s normal practices at the end of such bonus year, providedthat
      you have been employed by the
      Company for at least six months of such bonus year, plus (4)
      any other compensation payments or
      benefits which have accrued and are payable
      in connection with such
      termination. In
      addition, the Company
      shallcontinue to
provide
      medical and dental
      benefits to you and your
dependents
      for a period of
      12 months following suchdate of termination at
      the same levels of
      coverage and in the same manner
as
      such benefits are availableto
you
      and your dependents immediately
      prior to such Change in Control.  Your
      right to continue medical and
      dental coverage
      under the Consolidated
      Omnibus Budget
      Reconciliation Act of 1995 (“COBRA”)
      shall beginafter the
      expiration of the one-year period
      described in the foregoing sentence.


    
      
        
        

      

      
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    If
a
      Change in Control(as defined below) occurs
      and if your
      employment is terminated within three years after such Change in
      Controlfor any reason other
      than Cause(as
      defined below), the Company shall
      pay you, within 10 days after such termination,
      in cash or
      equivalent,a
      lump sum severance benefit equal
      to250%
      ofyour Base Salary
      in effect on such termination date
      (or if the base salary
      was greaterprior to such Change
      in
      Control, 250%
      of your Base Salary in effect
on the date immediately
      preceding such Change
      in Control); provided that, in
      the event you have
      received the “stay bonus” payment above in the calendar year in which such
      severance benefit becomes payable, the amount of the severance benefit paid
      to
      you shall be reduced by the amount of such “stay bonus”; and further provided
      that, if your termination constitutes resignation for Good Reason as a result
      of
      the sale of the assets or equity of LLC, as defined below, such payment shall
      be
      equal to 100% of your Base Salary. You
      also shallbe entitled to receive
the
      sum of (1)your accrued but unpaid
      Base Salary
      through the date of
      such termination, plus
      (2) your accrued
      but unpaid vacation pay through
      such dateof
      termination, plus(3)
      if you are then participating in the
      Company’s annual bonus plan, a pro-rated annual bonus for the bonus year in
      which you are terminated, which shall be calculated and paid in accordance
      with
      the Company’s normal practices at the end of such bonus year, providedthat
      you have been employed by the
      Company for at least six months of such bonus year, plus(4)
      any other compensation payments or
      benefits which have accrued and are payable
      in connection with such
      termination. In
      addition, the Company
      shallcontinue to
provide
      medical and dental
      benefits to you and your
dependents
      for a period of
      12 months following suchdate of termination at
      the same levels of
      coverage and in the same manner
as
      such benefits are availableto
you
      and your dependents immediately
      prior to such Change in Control.  Your
      right to continue medical and
      dental coverage
      under COBRA shall beginafter the
      expiration of the one-year period
      described in the foregoing sentence.

    


    Notwithstanding
      any terms tothe
      contrary contained in the Company’s
Stock Option Agreement and the Glenayre Long Term Incentive Plan, upon termination
      of your employment
      (i) for any reason other than
Cause within
      three years after a Change in Control,
      (ii) by the Company without
      Cause or
      (iii) by you for Good Reason,
all options
granted
      to you under such option plans
shall become immediately
      vested and immediately
      exercisable and shall
      remain exercisable
      for a period equal to the lesser of
      12 months following such date of
      termination or the
      remaining maximum term of the option.  Further, upon termination of
      your employment by reason of your voluntary resignation, all options granted
      to
      you by the Company pursuant to such option plans which have vested as of the
      date of such voluntary resignation shall remain exercisable for a period equal
      to the lesser of six months following such date of termination or the
      remaining maximum terms of the option.

    


    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


    
      
        
        

      

      
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    “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.

    


    For
      purposes of this letteragreement:

    


    (1)           
      “Cause”
means
      (1) your resignation, except for
      Good Reason, from the office of Chief Financial Officer of the Company;
      (2) dishonesty or
      fraud on the part of the
      employee which is intended
      to result in the employee’s
      substantial personal enrichment at
      the expense of the Company or its
      affiliates; (3)
      a material violation ofthe employee’sresponsibilities
      as an executive of the
      Company or its subsidiaries which
      is willful and deliberate; or
      (4)
      the conviction (after the
      exhaustion of all
      appeals) of the employeeof
      a felony involving moral turpitude or
      the entry of
      a plea of nolo contendere for such
      a felony;
provided,
      that in no event shall
“Cause”include (i) any
      personal or policy disagreement between the employeeand the Company
      or any member of the
boardof
      directors of the Companyor (ii) any action taken
      by
      theemployee in connection
      with the employee’s
      duties if the employeeacted
      in good faith and in
      a manner the employeereasonably
      believed to be in the best
      interest of the Company
      and had no reasonable cause to
      believe the employee’s
      conduct was unlawful.

    


    
      
        (2)           
          “Change
          in Control”means
          any of the following:(a)the
          acquisition, directly or indirectly
          after the date ofthis
          letter agreement, in one or
          a series of transactions, of 25% or more ofthe Company’s common stock by
          any
“person”as
          that term is defined in Section
          13(d)(3) of the Securities Exchange
          Actof 1934, as amended; (b)
          the consummation of a merger,
          consolidation, share exchange
          or similar transaction of the
          Company with any other corporation,
          entity or group, as a
          result of which the holders of the voting
          capital stock of the
          Companyimmediately prior
          to
          such merger, consolidation, share exchange or similar transaction,as a group,would
          receive less than 50%
          of the voting capital stock of the
          surviving or resulting corporation;(c)the
          consummation of an agreement
          providing for the sale or transfer
          (other than a security for
          obligations of the Company) of substantially
          all the operating assets
          of the Company, including a sale
          of the assets or
          equity of Entertainment Distribution Company LLC, a wholly-owned subsidiary
          of
          the Company (“LLC”);(d) individuals
          who, as of the date
          hereof, constitute the Board (the “Incumbent Board”) cease for any reason to
          constitute at least a majority of the Board; provided, however, that any
          individual becoming a director subsequent to the date hereof whose election,
          or
          nomination for election by the Company’s stockholders, was approved by a vote of
          at least a majority of the directors then comprising the
          Incumbent

      

       

    

    
      
        
        

      

      
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    Board
      shall be considered as though such individual were a member of the
      Incumbent Board, but excluding, for this purpose, any such individual whose
      initial assumption of office occurs as a result of an actual or threatened
      election contest with respect to the election or removal of directors or other
      actual or threatened solicitation of proxies or consents by or on behalf of
      a
      Person other than the Board or pursuant to a negotiated settlement with any
      such
      Person to avoid the threat of any such contest or solicitation.

    


    (3)           
      “Good Reason” means the occurrence
      of any of the following events provided you (A) notify the Board in writing
      within 90 days following the initial occurrence of the events that are alleged
      to constitute good reason and specifying the events that are alleged to
      constitute good reason and (B) terminate your employment within 90 days of
      the
      date of your notice if the Company does not cure said events within 30 days
      after the date of your notice: (i) any material breach by the Company of the
      terms of this letter agreement or any material diminution by the Company of
      your
      authority, duties or responsibilities with the Company as specified in the
      first
      paragraph of this letter agreement;; (ii) any relocation of your principal
      office to a location which is more than 25 miles outside of New York, New York;
      or (iii) any request by the Company for you to report to someone other than
      the
      Company’s Chief Executive Officer or the Chairman of the Company’s Board of
      Directors, except where such request is specifically approved by
      you.

    


    


    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 a 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/ Clarke
      Bailey


    Clarke
      Bailey

    Chairman
      of the Board

     

    
      	
            	 	 	 
	Accepted
              by:   	
              /s/
                Jordan Copland

            	 	
              Date:   


            	December
              27, 2007 
	 	 	
              Jordan
                Copland

            	 	 	 


    

     

    
    

     

    
 

                   
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