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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-K/A
Amendment No. 1

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                to


Commission file number: 0-27644



DG FastChannel, Inc.(Exact name of registrant as specified in its charter)

Delaware(State of Incorporation)

94-3140772(I.R.S. Employer Identification Number)750 West John Carpenter Freeway, Suite 700
Irving, Texas(Address of principal executive offices)

75039(Zip Code)


(972) 581-2000(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of each exchange on which registeredCommon Stock, $0.001 par value

NASDAQ Global Select Market


Securities
registered pursuant to Section 12(g) of the Act:None



Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes o No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the Registrant was required to submit and post such
files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ý

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for these purposes, but without conceding, that all
executive officers and Directors are "affiliates" of the Registrant) as of June 30, 2010, the last business day of the Registrant's most recently completed second fiscal quarter, was
approximately $863 million (based on the closing sale price of the Registrant's Common Stock on that date as reported on the NASDAQ Global Select Market).

As
of April 29, 2011 the Registrant had 27,411,625 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None



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EXPLANATORY NOTE

The purpose of this Amendment No. 1 (the "Amendment") to the Annual Report on Form 10-K of
DG FastChannel, Inc. (the "Registrant") for the year ended December 31, 2010 (the "Original Form 10-K") is to include the disclosure required in
Part III, Items 10, 11, 12, 13 and 14. In connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, we are also including with
this Amendment certain currently dated certifications and other exhibits. Accordingly, Item 15 of Part IV has also been amended to reflect the filing thereof. Except for Items 10,
11, 12, 13 and 14 of Part III and the inclusion of such exhibits in Item 15 of Part IV, no other information included in the Original Form 10-K is amended or
changed by this Amendment.

DG FASTCHANNEL, INC.
FORM 10-K/A

INDEX



PagePART IIIItem 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

3Item 11.

EXECUTIVE COMPENSATION

13Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

32Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

34Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

35PART IVItem 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

36SIGNATURES

37


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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth certain information concerning our executive officers and directors as of March 31, 2011:

Name

Age

Title(s)

Expiration
of Term as
DirectorScott K. Ginsburg(1)


58

Chief Executive Officer and Chairman of the Board


2013Neil H. Nguyen(1)


37

President and Chief Operating Officer and Director


2013Omar A. Choucair(1)


49

Chief Financial Officer and Director


2012William Donner(3)


58

Director


2011Lisa C. Gallagher(2)


54

Director


2012Kevin C. Howe(4)


62

Director


2011David M. Kantor(3),(4)


54

Director


2012Anthony J. LeVecchio(2),(4)


64

Director


2011John R. Harris (2),(3)


62

Director


2011Jeffrey A. Rich(2),(4)


50

Director


2011


(1)Member
of the Executive Committee(2)Member
of the Audit Committee(3)Member
of the Compensation Committee(4)Member
of the Nominating Committee


Scott K. Ginsburgjoined the Company in December 1998 as Chairman of the Board and assumed the additional role of Chief Executive
Officer in November 2003. From 1971 until 1975, Mr. Ginsburg worked in the U.S. Congress for two Iowa Congressmen. From 1975 until 1981, Mr. Ginsburg worked in a professional
capacity of Staff Director and later as Staff Director and General Counsel of the U.S. Senate Labor's Subcommittee on Employment, Poverty and Migratory Labor. He also worked for the
U.S. Senate Subcommittee on Social Security and Medicare. Then, in the early 1980's, Mr. Ginsburg turned to private industry and, in 1983, founded radio broadcasting concern Statewide
Broadcasting. In 1987, Mr. Ginsburg co-founded H & G Communications. In 1988, Mr. Ginsburg established Evergreen Media Corporation, and took the company public
in 1993. He served as Chairman of the Board and Chief Executive Officer at Evergreen. In 1997, Evergreen Media Corporation merged with Chancellor Broadcasting to form Chancellor Media Corporation,
which became AMFM, Inc. Mr. Ginsburg served as Chancellor's Chief Executive Officer and a Director. From 1987 until 1998, the radio group headed by Mr. Ginsburg moved from the
25th ranked radio group to become the top billing radio group in the United States. Separately, Mr. Ginsburg founded the Boardwalk Auto Group in Dallas in 1998. Between 1998 and 2005,
Porsche, Audi, Volkswagen, Ferrari, Maserati and Lamborghini were put into the dealership group. In 2009, the Boardwalk Auto Group acquired the Ferrari and Maserati dealership in San Francisco.
Mr. Ginsburg earned a B.A. from George Washington University in 1974 and a J.D. from Georgetown University Law Center in 1978.

Mr. Ginsburg's
qualifications to serve on our Board of Directors include:



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Neil H. Nguyenjoined the Company as Executive Vice President of Sales and Operations in March 2005. In 2009 he was promoted to
President and Chief Operating Officer. In December 2009, he was appointed as a member of the Board of Directors. Prior to joining the Company, from 1998 to 2002, Mr. Nguyen served as President
of Point.360's MultiMedia Group and also served in various senior management roles at FastChannel Network including Executive Vice President, Strategic Planning and Vice President Global Sales and
Business Development from 2003 to 2005. Mr. Nguyen received a B.S. from California State University, Northridge.

Mr. Nguyen's
qualifications to serve on our Board of Directors include:



Omar A. Choucairjoined the Company as Chief Financial Officer in July 1999 and has been a member of the Board of Directors of the
Company since November 2000. Prior to joining the Company, Mr. Choucair served as Vice President of Finance for AMFM, Inc. (formerly Chancellor Media Corporation) and served as Vice
President of Finance for Evergreen Media Corporation before it was acquired by Chancellor Media Corporation in 1997. Prior to entering the media industry, Mr. Choucair was a Senior Manager at
KPMG LLP, where he specialized in media and telecommunications clients. Mr. Choucair received a B.B.A. from Baylor University.

Mr. Choucair's
qualifications to serve on our Board of Directors include:



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William Donnerhas been a member of the Board of Directors of the Company since May 2006 after having served as a director of FastChannel
Network, Inc. Since 2004, Mr. Donner has served as CEO of MedCommons, a personal health record storage and transport company. In the early 1980s, Mr. Donner built and ran Precision
Business Systems, a Wall Street based systems integrator. Precision Business
Systems was sold to Bank of America in 1988 and subsequently, a division was sold to Reuters, PLC, where Mr. Donner ran the Reuters Dealing 2001 and 2002 Trading Services. In 1994,
Mr. Donner was named Chief Architect of Reuters where he ran the central research group. Mr. Donner joined the Greenhouse Group, Reuters' corporate venture capital arm, in 1996. In 1999,
Mr. Donner joined Fenway Partners, a private equity fund, where he led the technology investment group. Mr. Donner holds a B.S.E.E. from Massachusetts Institute of Technology.

Mr. Donner's
qualifications to serve on our Board of Directors include:



Lisa C. Gallagherhas been a member of the Board of Directors of the Company since May 2006 after having served first as a
director, and most recently as Chairman of the Board of Directors, of FastChannel Network, Inc. since 2002. Since 2003, Ms. Gallagher has served as the Senior Vice President and Chief Operating
Officer of Hawtan Leathers, a privately held international manufacturer of specialty leathers for the garment industry. She previously spent over 20 years as both a commercial as well as
investment banker specializing in media transactions. She started her banking career in the early 1980s at the Bank of Boston and in 1997 moved to its investment bank, BancBoston Securities as
Managing Director to run their Media & Communications Group. In 1998 she became Managing Director and Group head of the Internet/Media Convergence Group of Robertson Stephens, a leading high
technology investment banking firm, upon the BancBoston Securities acquisition of Robertson Stephens. After leaving Robertson Stephens in 2001, she worked for Remy Capital Partners, a small investment
banking boutique, before joining Hawtan Leathers. Ms. Gallagher holds a B.A. from Mount Holyoke College and an M.B.A. from the Simmons Graduate School of Management in Boston.

Ms. Gallagher's
qualifications to serve on our Board of Directors include:



Kevin C. Howehas been a member of the Board of Directors of the Company since February 2001. Since 1999, he has been the Managing
Partner of Mercury Ventures. Mercury Ventures manages seven different funds that invest in emerging technology companies that focus on Internet applications. Mr. Howe served on the board of The
Sage Group, plc. which is traded on the London Stock Exchange from 1991 to 2005. Mr. Howe also sits on the boards of two privately held technology firms.

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In
1985, he co-founded DacEasy, an early leader in packaged application software. In 1987, Mr. Howe led the sale of DacEasy to Insilco (a Fortune 500 company). In 1991,
Mr. Howe led the carve-out of DacEasy from Insilco and subsequent sale to The Sage Group, plc. which had market capitalization of over $7 billion. He was Chief
Executive Officer of the US operations of The Sage Group, plc. responsible for operations and acquisitions until 1999. In 1993, Mr. Howe also co-founded Martin Howe
Associates, which was an early leader in the merchant credit card processing industry and a pioneer in wireless solutions. The company was sold in 1997 to PMT Services, Inc., a NASDAQ listed company.
Mr. Howe received his M.B.A. from Southern Methodist University in 1976.

Mr. Howe's
qualifications to serve on our Board of Directors include:



David M. Kantorhas been a member of the Board of Directors of the Company since August 1999. Since 2003, Mr. Kantor has
been Vice Chairperson and Chief Executive Officer of Reach Media, a company that develops, acquires and partners in quality media and marketing opportunities targeting the African-American
population. Formerly, he was Senior Vice President for Network Operations of AMFM, Inc. (formerly Chancellor Media Corporation) and President of ABC Radio Network, having previously served as
Executive Vice President. Prior to joining ABC Radio Network, he held executive positions with Cox Cable and Satellite Music Network. Mr. Kantor holds a B.S. from the University of
Massachusetts and an M.B.A. from Harvard Business School.

Mr. Kantor's
qualifications to serve on our Board of Directors include:



Anthony J. LeVecchiohas been a member of the Board of Directors of the Company since August 2004. Since its formation in 1988, he
has been the President of The James Group, a general business consulting firm that has advised clients across a range of high-tech industries. Prior to forming The James Group in 1988,
Mr. LeVecchio was the Senior Vice President and Chief Financial Officer for VHA Southwest, Inc., a regional healthcare system. He currently serves on the Board of Directors of Ascendent
Solutions, Inc., a company that is tracked on the OTC Bulletin Board and serves as the Chairman of its Audit Committee. He also serves on the Board of Directors of Viewpoint Financial Group, a Plano,
Texas based bank holding group traded on the NASDAQ Global Select Market, serves as the Chairman of its Audit Committee, and serves on the Loan and Compensation Committees.

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Mr. LeVecchio
also serves as a Resident Director for the Institute for Excellence in Corporate Governance and is a lecturing professor in the M.B.A. program at the University of Texas, Dallas.

Mr. LeVecchio's
qualifications to serve on our Board of Directors include:



John R. Harrishas been a member of the Board of Directors of the Company since November 2010. Mr. Harris served as
President and CEO of eTelecare Global Solutions, Inc., a business process outsourcing ("BPO") company listed on NASDAQ, from 2006 through its acquisition in 2009. Previously, Mr. Harris served
as President and Chief Executive Officer of Seven Worldwide, a BPO services company, from 2003 to 2005, as President and Chief Executive Officer of Delinea Corporation, a BPO services company, from
2002 to 2003, and as President and Chief Executive Officer of Exolink Corporation, a technology company, from 2001 to 2002. From 1973 to 1999, Mr. Harris held a variety of positions, including
group vice president and corporate officer, with Electronic Data Systems Corporation, or EDS, a provider of IT and BPO services (now a part of Hewlett-Packard, a New York Stock Exchange
("NYSE") listed company). Mr. Harris holds a B.B.A. and a M.B.A. from West Georgia University. Mr. Harris is currently a director of Premier Global Services, a NYSE listed company, The
Hackett Group, a NYSE listed company, StarTek, a NYSE listed company, and Banctec (privately held). Mr. Harris also served as a director of inVentiv Health, a company that is listed on the
NASDAQ from May 2000 to May 2008.

Mr. Harris's
qualifications to serve on our Board of Directors include:



Jeffrey A. Richjoined the Board of Directors in March 2011. Prior to forming PlumTree Partners in 2006, a private investment firm,
Mr. Rich served as Chief Executive Officer of ACS, a Fortune 500 company and leading provider of BPO and information technology services, from 1999-2005. Mr. Rich also
served ACS as President and Chief Operating Officer from 1995-1999 and Chief Financial Officer from 1989-1995. Prior to joining ACS in 1989, Mr. Rich was a Vice President in the Leverage
Capital Group of Citibank New York. Mr. Rich currently serves on the Executive Board of the Dallas Symphony Orchestra, the Board of Directors of River Logic, Inc., and the Board of
Directors of Telligent, Inc. He previously served as a Director of ACS, Inc. (NYSE "ACS") and Pegasus

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Solutions,
Inc. (NASDAQ "PEGS"). He has also served on the Visiting Committee of the Ross School of Business at the University of Michigan and as a Director of Education is Freedom and the United
States Chamber of Commerce. Mr. Rich is a member of World President's Organization and a previous member of the Young President's Organization, serving in several officer positions in both
organizations. Mr. Rich received a B.B.A. from the University of Michigan Business School in 1982.

The
Company believes that Mr. Rich is qualified to serve on the Board of Directors because:



Corporate Governance



The Board of Directors has determined, after considering all of the relevant facts and circumstances, that each of Messrs. Howe,
Kantor, LeVecchio, Harris, Donner, Rich, and Ms. Gallagher is independent from our management, and is an "independent director" as defined under the NASDAQ Marketplace Rules. This means that
none of those directors (1) is an officer or employee of the Company or any of our subsidiaries or (2) has any direct or indirect relationship with us that would interfere with the
exercise of his or her independent judgment in carrying out the responsibilities of a director. As a result, the Company has a majority of independent directors as required by the NASDAQ Marketplace
Rules.



The Board of Directors has the necessary flexibility to determine whether the positions of Chairman of the Board and Chief Executive
Officer should be held by the same person or by separate persons based on the leadership needs of the Board of the Company at any particular time. The Board has given careful consideration to
separating the roles of Chairman and Chief Executive Officer and has determined that the Company and its shareholders are best served by having Mr. Ginsburg serve as both the Chairman of the
Board and Chief Executive Officer. Mr. Ginsburg's combined role as Chairman and Chief Executive Officer enhances the unified leadership and direction of the Board and executive management.
Furthermore, given the size of the Company, this structure allows for a single, concise focus for management to execute the Company's strategic initiatives and business plans.

Mr. Ginsburg
has served as both the Chairman of the Board and Chief Executive Officer of the Company since 2003 and Chairman of the Board since 1998. Mr. Ginsburg has been
at the forefront of the media content distribution industry and his record of innovation, achievement, and leadership is an asset to the Board and the Company. Under Mr. Ginsburg's leadership,
our Company has grown rapidly in terms of revenue, market capitalization, and customer base. The Board of Directors believes that our stockholders have been well served by having Mr. Ginsburg
act as both Chairman of the Board and Chief Executive Officer.

The
Board of Directors is comprised of independent, active and engaged directors. The Board of Directors and its committees tightly oversee the effectiveness of management policies and
decisions. The Board's audit, compensation and nominating committees are comprised entirely of independent directors. As a result, independent directors directly oversee such critical matters as the
integrity of the

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Company's
financial statements, the compensation of the executive management, including Mr. Ginsburg's compensation, the selection and evaluation of directors, and the development and
implementation of corporate programs.

Additionally,
the Board of Directors believes the Company's Corporate Governance Guidelines, which are available on the Company's website at www.DGIT.com, help ensure that strong and independent directors will
continue to play the central oversight role necessary to maintain the Company's
commitment to the highest quality corporate governance. We do not have a lead independent director. The Board of Directors believes the Company and its stockholders have been and continue to be well
served by having Mr. Ginsburg serve as both Chairman of the Board and Chief Executive Officer.



Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of
organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of risk management is not only
understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. The involvement of the full
Board of Directors in setting the Company's business strategy is a key part of its assessment of management's appetite for risk and also a determination of what constitutes an appropriate level of
risk for the Company. Risk is assessed throughout the business, focusing on three primary areas of risk: financial risk, legal/compliance risk and operational/strategic risk.

While
the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In
particular, the Audit Committee focuses on financial risk, including internal controls, and receives an annual risk assessment report from the Company's internal auditors. In addition, in setting
compensation, the Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with the Company's business strategy.



The Company's Corporate Governance Guidelines, along with its Code of Business Conduct and Ethics, applies to its directors, officers
and employees. A copy of the Company's Code of Business Conduct and Ethics is available on its website atwww.DGIT.comby clicking first on "Our
Company," then on "Investor Relations." The Company will also provide a copy of its Corporate Governance Guideliness or its Code of Business Conduct and Ethics, without charge, to any stockholder who
so requests in writing.



Stockholders may communicate with the Board of Directors by writing to the Board in care of the Company's Secretary,
DG FastChannel, Inc., 750 West John Carpenter Freeway, Suite 700, Irving, Texas 75039. The Board of Directors has delegated responsibility for initial review of
stockholder communications to the Company's Secretary. In accordance with the Board's instructions, the Secretary will forward the communication to the director or directors to whom it is addressed,
except for communications that are (1) advertisements or promotional communications, (2) solely related to complaints by users with respect to ordinary course of business customer
service and satisfaction issues or (3) clearly unrelated to our business, industry, management or Board or committee matters. In addition, the Secretary will make all communications available
to each member of the Board, at the Board's next regularly scheduled meeting.

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Board Committees

The Board of Directors of the Company has three standing committees: the Audit Committee, the Compensation Committee and the Nominating
Committee. None of the directors who serve as members of the Audit Committee, Nominating Committee or the Compensation Committee are employees of the Company or any of its subsidiaries.



The Audit Committee operates under an Amended and Restated Charter of the Audit Committee adopted by our Board of Directors.

The
Audit Committee's functions include:



The
Audit Committee is composed solely of directors who are not officers or employees of the Company and who, the Company believes, have the requisite financial literacy to serve on the
Audit Committee, have no relationship to the Company that might interfere with the exercise of their
independent judgment, and meet the standards of independence for members of an audit committee under the rules of the Securities and Exchange Commission (the "SEC") and under the NASDAQ Marketplace
Rules.

Messrs. LeVecchio
(Chairman), Harris, Rich and Ms. Gallagher are the current members of the Audit Committee. The Board of Directors, after reviewing all of the relevant
facts, circumstances and attributes, has determined that Mr. LeVecchio, the Chairman of the Audit Committee, is the sole "audit committee financial expert" on the Audit Committee.



The Compensation Committee's functions include:



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See "Executive CompensationCompensation Committee Report" below. Messrs. Harris (Chairman), Kantor and Donner are the current members of the
Compensation Committee. All current members of the Compensation Committee are "independent directors" as defined under the NASDAQ Marketplace Rules.



The Executive Committee was established in January 2001. The Executive Committee has the authority, between meetings of the Board of
Directors, to take all actions with respect to the management of the Company's business that require action by the Board of Directors, except with respect to certain specified matters that by law must
be approved by the entire Board of Directors. Messrs. Ginsburg, Nguyen, and Choucair are the current members of the Executive Committee.

Attendance at Meetings of the Board of Directors and Committees

During 2010, the Board of Directors held six meetings, the Audit Committee held six meetings, the Compensation Committee held three
meetings and the Nominating Committee held no meetings. The Nominating Committee was established in late 2010. All persons who were directors during 2010 attended 100% of the Board meetings and the
meetings of committees on which they served that were held while such person served as a director.

Nominating Committee

The Nominating Committee recommends qualified candidates to the Board for nomination or election as directors. The Nominating Committee
is responsible for reviewing and interviewing qualified candidates to serve on the Board of Directors, for making recommendations to the full Board for nominations to fill vacancies on the Board, and
for selecting the management nominees for the directors to be elected by the Company's stockholders at each annual meeting. The Nominating Committee has not established specific minimum age,
education, experience or skill requirements for potential directors, however, does take into account all factors they consider appropriate in fulfilling their responsibilities to identify and
recommend individuals to the Board as director nominees. Those factors may include, without limitation, the following:



The
Nominating Committee may use multiple sources for identifying and evaluating nominees for directors, including referrals from the Company's current directors and management as well
as input from third parties, including executive search firms retained by the Nominating Committee. The Nominating Committee will obtain background information about candidates, which may include
information from directors' and officers' questionnaires and background and reference checks, and will then interview qualified candidates. The Company's other directors will also have an opportunity
to meet and interview qualified candidates. The Nominating Committee will then determine, based on the background information and the information obtained in the interviews, whether to recommend to
the Board of Directors that a candidate be nominated to the Board.

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Messrs. Howe
(Chairman), Kantor, Rich, and LeVecchio are the current members of the Nominating Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

The members of the Board of Directors, the executive officers of the Company and persons who hold more than 10% of the Company's
outstanding common stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, which require them to file reports with respect to their
ownership of the Company's common stock and their transactions in such common stock. Based upon (i) the copies of Section 16(a) reports that the Company received from such persons for
their 2010 fiscal year transactions in the Company's common stock and their common stock holdings and (ii) the written representation received from one or more of such persons that no annual
Form 5 reports were required to be filed by them for the 2010 fiscal year, the Company believes that all reporting requirements under Section 16(a) for such fiscal year were met in a
timely manner by its officers, Board members and greater than 10% shareholders at all times during the 2010 fiscal year.

Other Information

In September 1999, a civil lawsuit was filed by the SEC in the United States District Court for the Southern District of Florida
against Scott K. Ginsburg, the Chairman of the
Board of the Company, his brother and his father. The lawsuit alleged that Mr. Ginsburg had violated the insider trading provisions of the federal securities laws by communicating material,
non-public information to his brother in 1996 regarding the securities of EZ Communications, Inc. ("EZ") and in 1997 regarding the securities of Katz Media, Inc.
("Katz"). The lawsuit further alleged that Mr. Ginsburg's father and brother, relying upon the information allegedly furnished by Mr. Ginsburg, purchased securities in EZ and Katz, and
subsequently profited from the sale of such securities.

In
April 2002, a jury found that Mr. Ginsburg did make these communications, known as "tipping," and therefore concluded that he had violated Sections 10(b) and 14(e) of
the Exchange Act and Rules 10b-5 and 14e-3 thereunder. In July 2002, the United States District Court imposed a $1,000,000 civil penalty against Mr. Ginsburg.

Mr. Ginsburg
filed a motion asking the Court to set aside its ruling and the verdict of the jury. On December 19, 2002, the United States District Court granted
Mr. Ginsburg's motion for judgment notwithstanding the verdict. The Court overturned the jury verdict in its entirety and set aside the civil penalty.

On
February 13, 2003, the SEC filed a Notice of Appeal, seeking to reverse the Court's decision and challenging the Court's earlier refusal to impose an injunction against
Mr. Ginsburg. In March 19, 2004 a decision of a three-judge panel of the Eleventh Circuit U.S. Court of Appeals reversed the decision by the U.S. District Court
for the Southern District of Florida on December 19, 2002. The Court of Appeals (i) reinstated the jury verdict that Mr. Ginsburg had, in matters unrelated to the Company,
violated Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder, (ii) reinstated a $1 million civil penalty against
Mr. Ginsburg and (iii) remanded the case to the District Court with instructions to enjoin Mr. Ginsburg from violations of the federal securities laws and regulations. The Court
of Appeals did not bar Mr. Ginsburg from serving as an officer or director of a public company and the Company's Board immediately and unanimously moved to affirm Mr. Ginsburg in his
capacity as Chairman of the Board of Directors.

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ITEM 11.    EXECUTIVE COMPENSATION

Introduction

This Compensation Discussion and Analysis (CD&A) describes the principles of our executive compensation program, how we applied those
principles in compensating our Named Executive Officers (NEOs) for 2010, and how our compensation program drives performance.

Our
NEOs for 2010 are:



In
this CD&A, we first provide an executive summary of our program for 2010. We then describe our compensation philosophy and the objectives of our executive compensation program and how
the Compensation Committee of our Board of Directors oversees our compensation program. We discuss the compensation determination process and describe how we determine each element of compensation. We
believe that our compensation program in 2010 and in prior years shows that we have closely linked pay to performance.

Executive Summary

Overview of Our Executive Compensation Program

The Compensation Committee has designed our executive compensation program to attract and retain superior employees in key positions to
enable our Company to succeed in the highly competitive market for talent, while simultaneously maximizing shareholder returns. We believe that our executives are a primary factor in our strong
performance over both the short- and long-term. Therefore, we intend to continue to provide a competitive compensation package to our executives, tie a significant portion of
pay to performance and utilize components that best align the interests of our executives with those of our shareholders.

The
following is a summary of important aspects of our executive compensation program discussed later in this CD&A:





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Overview of 2010 Performance

The Compensation Committee believes the executive compensation program is an important factor in driving our NEOs' performance to
achieve long-term earnings per share growth and stock price appreciation. Our Company's fiscal 2010 accomplishments, guided by our NEOs, illustrate the success of this strategy, even in an
uncertain economic environment, and included, among other things, the following:



Total Shareholder Return
DG FastChannel, Inc. Compared to the Russell 3000 Industry Group
December 31, 2010

GRAPHIC

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As
shown above, our performance measured by total shareholder return well exceeds our industry group for each time period. A substantial reason for this superior performance is our track
record of consistency in delivering strong, year-over-year growth in revenues, net income and earnings per share over the past five years, as shown below:

DG FastChannel, Inc.
Five-Year Trended Performance
December 31, 2010

(Amounts shown in millions, except per share amounts)

2006

2007

2008

2009

2010

Compounded
Annual
Growth RateRevenues

$
68.7

$
97.7

$
157.1

$
190.9

$
247.5


38
%Net income from continuing operations

$
0.4

$
10.9

$
15.1

$
20.5

$
41.6


219
%Basic EPS

$
0.04

$
0.65

$
0.81

$
0.90

$
1.52


148
%


2010 Compensation Programs and Decisions

In line with our executive compensation program's emphasis on pay for performance, compensation awarded to our named executive officers
for 2010 reflected our financial results and overall compensation philosophy:



In
light of the Company's strong performance during 2010, as well as its sustained performance over recent years, the Compensation Committee believes that the NEOs' 2010 compensation was
appropriate.

Objectives of Our Executive Compensation Program

The primary objectives of our executive compensation program are:



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Key Elements of Our Executive Compensation Program

The following table lists the key elements that generally encompass our executive compensation program:

Element

Purpose

FormBase Salary

Provide a basic level of compensation for performance of executive's primary responsibilities.

CashAnnual Cash Incentive Compensation

Create a direct link between executive compensation and individual and business
performance.

CashLong-Term Equity Incentive Compensation

Focus executives on the enhancement of shareholder value over the long-term, to encourage equity
ownership in the Company, and to retain key executive talent.

Stock Options/Restricted StockEmployment Agreements

Establish key compensation terms; severance and change in control provisions; provide stability for
executives.

Individual Agreements with NEOsPerquisites and Other Benefits

To better enable the Company to attract and retain superior executives for key positions.

401(k) Plan/Health and Welfare Benefits/Car Allowance


All
elements of compensation are taken into account when compensation decisions are made by the Compensation Committee.

Setting Executive Compensation

Our executive compensation program is reviewed annually by the Compensation Committee. Generally in the first quarter of each year, the
Compensation Committee reviews the performance of each of our NEOs during the previous year. At this time the Compensation Committee also reviews our corporate performance for the prior year and makes
the final bonus payment determinations based on such performance and the Compensation Committee's evaluation of each NEO's individual performance for the prior year. In connection with this review,
the Compensation Committee also

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reviews
and adjusts, as appropriate, annual base salaries for our NEOs and grants, as appropriate, additional long-term equity incentive awards to our NEOs and certain other eligible
employees for the coming fiscal year.

Role of Management

For NEOs other than our Chairman and Chief Executive Officer, our Compensation Committee has historically sought and considered input
from our Chairman and Chief Executive Officer regarding such NEOs' responsibilities, performance and compensation. Specifically, our Chairman and Chief Executive Officer recommends base salary
increases and equity award levels that are used throughout our compensation plans, and advises our Compensation Committee regarding the compensation program's ability to attract, retain and motivate
executive talent. These recommendations reflect compensation levels that our Chairman and Chief Executive Officer believes are qualitatively commensurate with an executive officer's individual
qualifications, experience, responsibility level, functional role, knowledge, skills and individual performance, as well as our company's performance. Our Compensation Committee considers our Chairman
and Chief Executive Officer's recommendations, and approves the specific compensation for all the executive officers.

Our
Compensation Committee meets in executive session, and our Chairman and Chief Executive Officer does not attend Compensation Committee discussions where recommendations are made
regarding his compensation. Our Chairman and Chief Executive Officer does provide input and perspective regarding plan design and market factors related to his and other executive roles, but the
Compensation Committee, acting under its independent authority, as established by the Board of Directors, determines his level of pay. He also abstains from voting in sessions of the Board of
Directors where the Board of Directors acts on the Compensation Committee's recommendations regarding his compensation.

Compensation Determination Process

Our Compensation Committee has historically determined each element of an executive's initial compensation package within the framework
of the objectives of our executive compensation program, which is then set forth in his or her employment agreement, based on numerous factors, including:



In
general, the terms of our executive employment agreements are initially negotiated with the executive by our Chairman and Chief Executive Officer and Company legal counsel. The
agreements for our executives over whose compensation the Compensation Committee has authority are presented
to the Compensation Committee for consideration. When appropriate, such as in the case of the agreements for Messrs. Ginsburg, Nguyen and Choucair, the Compensation Committee takes an active
role in the negotiation process.

During
the review and approval process for the employment agreements for executives under its purview, and during its annual review of executive compensation, the Compensation Committee
considers the appropriate amounts for each component of compensation and the compensation design

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appropriate
for the individual executive. Except for base salary, which has an established minimum amount set forth in the respective employment agreements, the Compensation Committee has discretion
to increase or decrease cash bonus awards from the targets listed in the agreements.

We
strive to achieve an appropriate mix between equity incentive awards and cash payments in order to meet our objectives. In determining each element of compensation for any given year,
our Board of Directors and our Compensation Committee consider and determine each element individually and then review the resulting total compensation and determine whether it is reasonable and
competitive. The Compensation Committee has not historically utilized formulas in establishing the amounts for each element of pay nor has it historically had any policies for allocating compensation
between long-term and short-term compensation or cash and non-cash compensation. Instead, the appropriate mix among the various elements of compensation for each
executive officer was established through negotiations directly with that officer, rather than by applying formulas. However, the Compensation Committee believes that all executive officers should
have a significant amount of their total compensation package in the form of performance-based incentive compensation (annual cash bonus) and long-term equity incentive
compensation. The amounts reflected in the Summary Compensation Table and their individual employment agreements reflect this process.

Role of Compensation Consultant and Comparable Company Information

Our Compensation Committee has not historically established compensation levels based on benchmarking. Our Compensation Committee has
instead relied upon the judgment of its members in making compensation decisions and determining whether they are competitive in the marketplace in which we compete for executive talent, after
reviewing our performance and carefully evaluating a named executive officer's performance during the year against established goals, leadership qualities, operational performance, business
responsibilities, career with our company, current compensation arrangements and long-term potential to enhance stockholder value.

The
Compensation Committee is authorized to retain the services of third-party compensation consultants and other outside advisors from time to time, as the committee sees
fit, in connection with compensation matters. Compensation consultants and other advisors retained by the compensation committee will report directly to the compensation committee which has the
authority to select, retain and terminate any such consultants or advisors.

In
late 2010, the Compensation Committee retained James F. Reda & Associates (Reda) an independent compensation consultant to assist the Compensation Committee in
connection with the implementation of various changes to our executive compensation program for 2011.

The
compensation levels of the NEOs reflect to a significant degree their varying roles and responsibilities. Specifically, due to Mr. Ginsburg's extensive experience,
responsibilities and significant market demand, the Company believes that it is appropriate that his total compensation is substantially higher than the Company's other executives.

2010 Executive Compensation Decisions

Base Salary

Base salaries for our executives are established based on individual factors such as the scope of their responsibilities, background,
track record, training and experience, as well as competitive market compensation and the overall market demand for such executives at the time the respective employment agreements are negotiated. As
with total executive compensation, we believe that executive base salaries should be competitive with the range of salaries for executives in similar positions and with similar responsibilities,
although we have not historically benchmarked executive base salaries against a specific market comparison group. An executive's base salary is also evaluated together with

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components
of the executive's other compensation to ensure that the executive's total compensation is consistent with our overall compensation philosophy.

In
connection with the execution of employment agreements with each of our NEOs in 2008, the base salary levels for each NEO during the initial term of those agreements was established
through arms-length negotiations between each executive and the Company at that time. Although the Company considered the same factors in establishing the base salaries of each of the
executives, due to the different levels of satisfaction of such factors by each executive, the base salaries are, in certain cases, substantially different. Specifically, due to his extensive
experience, responsibilities and significant market demand, the Company believes that it is appropriate that Mr. Ginsburg's base salary is substantially higher than the Company's other
executives.

The
employment agreements provide for automatic increases in the base salaries of the NEOs through July 31, 2011, with respect to Mr. Ginsburg, through December 31,
2012, with respect to Mr. Nguyen, and through December 31, 2011, with respect to Mr. Choucair. These base salary levels are described below under Employment Agreements on
page 25. Other than the automatic increases contemplated by the employment agreements, no additional base salary actions were taken during 2010 with respect to our NEOs.

Annual Bonus

Our executive compensation program includes eligibility for an annual performance-based cash bonus for all executives as
set forth in their employment agreements. Our annual bonuses emphasize pay for performance by providing our executives with the opportunity to receive performance bonuses only in the event of strong
corporate and individual performance, as determined in the discretion of the Compensation Committee.

Annual Target Bonuses.As provided in their employment agreements, for 2010, our Chief Executive Officer and President and Chief
Operating Officer
were eligible for a target bonus of up to 75% of their respective annual base salaries, while our Chief Financial Officer was eligible for an annual bonus of up to $140,000. Each NEO's target bonus
represents the amount the Company would expect to pay the executive each year for satisfactory performance. This amount is then adjusted upward or downward on a discretionary basis by the Compensation
Committee based on Company and individual performance.

Annual Performance Objectives.While our annual bonus program is a discretionary one, at the beginning of each year, the Compensation
Committee
establishes corporate and individual performance objectives to assist it in determining the annual bonuses for our executives. While these performance objectives are used as a guide by the
Compensation Committee in determining the bonuses to be paid to the executives as they represent those areas in which the NEOs were expected to focus their efforts, the
Compensation Committee retains discretion in making its bonus determinations and has used this discretion in 2010 as well as prior years. Our discretionary approach begins with the executive's
targeted annual bonus which we then adjust upwards or downwards based on the executive's and the Company's performance during the year.



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In
determining the NEOs' 2010 annual bonuses, the Compensation Committee noted that the executive team had achieved all of the foregoing objectives to the satisfaction of the
Compensation Committee. Their strong individual performance, in addition to the Company's financial performance as a whole, served as a basis for the Compensation Committee's determination of the 2010
bonuses for the NEOs.

For
2010, the Compensation Committee awarded annual bonuses to Messrs. Ginsburg and Nguyen in excess of target bonus levels to reward them for the outstanding corporate
performance, and their respective individual performance, during 2010. Mr. Choucair was awarded the maximum annual bonus provided for in his employment agreement.

The
2010 annual bonuses paid to our NEOs are set forth on page 24 in the Summary Compensation Table below. We believe that given the NEOs' outstanding individual accomplishments
and the Company's impressive performance during 2010, the awarded annual bonuses are consistent with our compensation philosophy.

Long-Term Equity Incentive Compensation

We believe that superior long-term performance is achieved through a culture that encourages our executives to hold a
significant ownership stake in our Company. We provide this ownership stake to our executives through our equity-based incentive program.

Under
our 2006 Long-Term Stock Incentive Plan (the 2006 Plan) our executive officers have historically been awarded long-term incentives in the form of stock
options and restricted stock awards. We currently make equity awards as follows:



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As
is the case when the amounts of base salary and annual bonuses are determined, a review of all elements of compensation is conducted when determining equity awards to ensure that
total compensation conforms to our overall compensation philosophy and objectives.

All
stock option grants have an exercise price equal to the fair market value of our common stock on the date of grant (to ensure that our executive's interests are aligned with our
shareholders) and they typically vest ratably over four years (to provide the executive with a long-term focus).

None
of our NEOs received any long-term equity incentive awards during 2010.

Other Benefits

We provide our executives with the following types of benefits:



We
periodically review the levels of perquisites and other personal benefits provided to executive officers to ensure they fit within our overall compensation philosophy.

Perquisites

We provide a limited number of perquisites to our executives to better enable the Company to attract and retain superior employees for
key positions. The main perquisite we provided our NEOs during 2010 was an automobile allowance. As set forth on page 24 in the Summary Compensation Table, the value of this benefit ranged from
$6,231 to $12,000 depending on the NEO's particular position.

Health, Dental, Life and Disability Insurance

We offer all of our regular employees, including our NEOs, health, life, disability and dental insurance. The value of these benefits
to our NEOs is set forth on page 24 in the Summary Compensation Table.

Retirement Benefits

All of our regular employees, including our NEOs, who meet certain defined requirements may participate in our 401(k) plan. We have the
discretion to match employee contributions and we exercised that discretion in March 2010 to reinstate our previously suspended match. Under our current matching policy, we match 25% of the amount
contributed by our employees, up to a maximum of employee contributions of 6% of gross earnings. The value of this match for our NEOs is set forth on page 24 in the Summary Compensation Table.

The
Board of Directors has discretion to make additional contributions to our 401(k) plan. The Board of Directors did not exercise its discretion to do so during 2010.

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Employment Agreements

We have entered into employment agreements that provide for certain severance benefits in the event that a NEO's employment is
involuntarily or constructively terminated or in the event of a change in control. We recognize the challenges executives often face securing new employment following termination. To mitigate these
challenges and to secure the focus of our management team on the Company's affairs, all executive officers are entitled to receive severance payments under their employment agreements upon certain
types of termination. The terms of these employment agreements are described beginning on page 25. We believe that reasonable severance benefits for our executive officers are important because
it may be difficult for our executive officers to find comparable employment within a short period of time following certain qualifying terminations. In
addition to normal severance, we provide enhanced benefits in the event of a change in control as a means reinforcing and encouraging the continued attention and dedication of our executives to their
duties of employment without personal distraction or conflict of interest in circumstances that could arise from the occurrence of a change in control. We believe that the interests of stockholders
will be best served if the interests of our senior management are aligned with them, and providing change in control benefits should eliminate, or at least reduce, the reluctance of senior management
to pursue potential change in control transactions that may be in the best interests of stockholders.

We
also extend severance and change in control benefits because they are essential to help us fulfill our objectives of attracting and retaining key managerial talent. These agreements
are intended to be competitive within our industry and company size and to attract highly qualified individuals and encourage them to be retained by us. While these arrangements form an integral part
of the total compensation provided to these individuals and are considered by the Compensation Committee when determining NEO compensation, the decision to offer these benefits did not influence the
Compensation Committee's determinations concerning other direct compensation or benefit levels.

In
addition to cash severance benefits upon certain terminations, the employment agreements provide that any unvested shares of restricted stock granted to Mr. Ginsburg in 2008
and any unvested stock options granted to Messrs. Nguyen and Choucair vest upon a change in control. Other equity awards held by the NEOs will not be subject to these accelerated vesting
provisions. In adopting the so-called "single" trigger treatment for these equity awards, the Company was guided by the following objectives:



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Deductibility of Executive Compensation

As part of its role, the Compensation Committee reviews and considers the deductibility of the Company's executive compensation under
Section 162(m) of the Internal Revenue Code. Section 162(m) generally limits the tax deduction for compensation in excess of one million dollars paid to certain executive officers.
However, performance-based compensation is excluded from the limit so long as it meets certain requirements.

In
its review and establishment of compensation programs and awards for our NEOs, the Compensation Committee considers the anticipated deductibility or non-deductibility of
the compensation as a factor in assessing whether a particular compensatory arrangement is appropriate; particularly in light of the goals of maintaining a competitive executive compensation system
generally (i.e., paying for performance and maximizing shareholder return).

For
2010, a portion of the annual cash bonuses paid to our NEOs will not be tax deductible. However, beginning in 2011, we intend to take steps to ensure that a substantial majority of
our annual cash bonuses and annual long-term incentive awards will be tax deductible commencing in 2012.

Compensation Committee Report

The Compensation Committee of the Board of Directors of the Company has reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors of the
Company that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and the Company's
proxy statement for its 2011 annual meeting of stockholders.

THE COMPENSATION COMMITTEEJohn R. Harris,ChairmanDavid M. Kantor
William Donner


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Summary Compensation Table

The following table shows the compensation for the three fiscal years ended December 31, 2010, 2009 and 2008 earned by our
Chairman and Chief Executive Officer, our Chief Financial Officer who is our Principal Financial and Accounting Officer, and our President and Chief Operating Officer, who is our only other executive
officer.

Name and Principal Position

Year

Salary
($)

Bonus
($)

Stock Option
Awards
($)(1)

Stock-based
Awards
($)(1)

All Other
Compensation
($)(2)

Total
($)Scott K. Ginsburg


2010


475,560


1,865,040








32,519


2,373,119Chairman and Chief Executive


2009


457,270


451,000








30,802


939,072Officer


2008


405,577


538,750





5,922,000
(3)

34,001


6,600,328Neil H. Nguyen


2010


394,077


1,311,250








29,076


1,734,403President and Chief Operating


2009


350,570


190,000


1,990,450
(4)




29,766


2,560,786Officer


2008


233,846


250,000


1,618,620
(5)




106,515


2,208,981Omar A. Choucair


2010


344,847


140,000








25,991


510,838Chief Financial Officer


2009


334,250


190,000








23,921


548,1712008


265,769


300,500


2,023,275
(6)




26,705


2,616,249


---

Name

401(k) Matching
Contributions

Health Insurance
Premiums

Automobile
Allowance

TotalScott K. Ginsburg


4,208


16,311


12,000


32,519Neil H. Nguyen


3,419


16,311


9,346


29,076Omar A. Choucair


3,449


16,311


6,231


25,991


Grants of Plan-Based Awards

During the fiscal year ended December 31, 2010, none of NEOs received any plan-based awards.

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Outstanding Equity Awards at Fiscal Year-End

The following table shows grants of stock options and grants of unvested stock awards outstanding on December 31, 2010, the last
day of our fiscal year, to each of the NEOs.

Name

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options
(#)(1)
Unexercisable

Option
Exercise
Price
($)

Option Expiration
Date

Number of
Shares of Stock
Awards That
Have Not
Vested
(#)

Market Value
of Shares of
Stock Awards
that Have Not
Vested
($)Scott K. Ginsburg


2,500





12.90


February 20, 2012





100,000





5.88


July 12, 2013











116,666
(2)
$
3,369,314
(3)Neil H. Nguyen


7,501





5.88


July 12, 2013





100,000


100,000


14.14


December 23, 2018





31,250


93,750


27.77


December 21, 2019





Omar A. Choucair


12,500





12.90


February 20, 2012





40,000





5.88


July 12, 2013





125,000


125,000


14.14


December 23, 2018








(1)All
of the options have a term of ten years from the original date of grant. Options will vest 25% on the first anniversary of the date of grant, and the
remainder vests ratably over each of the 36 months thereafter.(2)Mr. Ginsburg's
restricted stock vests on August 1, 2011.(3)Based
on the trading price of our stock on December 31, 2010 of $28.88.


Option Exercises and Stock Vested

The following table shows information regarding option exercises by, and the vesting of stock awards held by, the NEOs during the
fiscal year ended December 31, 2010.

Option Awards

Stock AwardsName

Shares Acquired on
Exercise (#)

Value Realized on
Exercise ($)

Shares Acquired
on Vesting (#)

Value Realized on
Vesting ($)Scott K. Ginsburg




$



116,667

$
4,448,513Neil H. Nguyen




$






Omar A. Choucair


15,000

$
404,530








Pension Benefits

We do not have any qualified or non-qualified defined benefit plans.

Employment Agreements

The terms of our executive officers' compensation are derived from our employment agreements with them and the annual performance
review by our Compensation Committee or the entire Board. The terms of Mr. Ginsburg's employment agreement with us were the result of negotiations between us and Mr. Ginsburg and were
approved by our Board of Directors. The terms of Mr. Choucair's and Mr. Nguyen's employment agreements with us were the result of negotiations between our Chairman and Chief Executive
Officer and Compensation Committee and the applicable executive.

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Employment Agreement with Scott K. Ginsburg

On October 3, 2008, the Company entered into an Employment Agreement with our Chief Executive Officer, Scott K. Ginsburg.
Pursuant to the Employment Agreement between Mr. Ginsburg and the Company (the CEO Agreement), the Company agreed to employ Mr. Ginsburg as its Chief Executive Officer from
August 1, 2008 through July 31, 2011. Under the CEO Agreement, Mr. Ginsburg is entitled to an annualized base salary of $450,000 for the twelve month period ending
July 31, 2009, $468,000 for the twelve month period ending July 31, 2010 and $486,720 for the twelve month period ending July 31, 2011. The criteria upon which any bonus would be
awarded will be determined in the sole discretion of the Compensation Committee. The Company retained the right to increase the base compensation and bonus, and grant additional equity incentive
awards, as it deems appropriate. Mr. Ginsburg is entitled to participate in the Company's stock option plans, is entitled to four weeks of paid vacation per calendar year and is to receive a
car allowance totaling $1,000 per month for the term of the CEO Agreement. Finally, during the term of the CEO Agreement, the Company shall pay the amount of premiums or other costs
incurred for the
coverage of Mr. Ginsburg and his spouse and dependent family members under the Company's health plan.

The
CEO Agreement also includes provisions respecting severance. Pursuant to the CEO Agreement, if Mr. Ginsburg terminates his employment for good reason (as defined
below) or following a change of control, or, is terminated prior to the end of the employment term by the Company other than for cause (as defined below) or death, he shall be entitled to the greater
of all remaining salary to the end of the employment term, or salary 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, payable in a lump sum payment. He shall have no obligation to seek other employment and any income so earned shall not reduce the foregoing amounts. If he is terminated by the Company
for cause, he shall not be entitled to further compensation. Following the end of the employment term, upon termination of his employment with the Company for any reason other than cause, but upon
ninety days prior written notice if such termination is by him, the Company shall pay to Mr. Ginsburg his salary as then in effect for a period of six months in a lump sum payment.

Pursuant
to the terms of Mr. Ginsburg's Restricted Stock Agreement dated October 9, 2008 but executed on October 20, 2008, he was granted 350,000 shares of
restricted stock, one third of which vested on each of August 1, 2009 and 2010, with the remaining one-third scheduled to vest on August 1, 2011. In the event of a change in
control, any remaining forfeiture provisions shall terminate.

Under
the CEO Agreement, good reason includes the assignment of duties inconsistent with his title, a material reduction in salary and perquisites, the relocation of the Company's
principal office by more than 20 miles, the transfer to an office other than the principal office or a material breach of the CEO Agreement by the Company. Under the CEO Agreement, cause
includes conviction of or a plea of guilty ornolo contendreby Mr. Ginsburg to a felony or certain criminal conduct against the Company,
habitual neglect of or failure to perform his duties to the Company or any material breach of the CEO Agreement by Mr. Ginsburg.

The
CEO Agreement also contains standard non-solicitation, non-competition and confidentiality provisions.

The
above summary of the CEO Agreement is qualified in its entirety by reference to the full text of the CEO Agreement, a copy of which was filed as an exhibit to the
Current Report on Form 8-K filed by the Company on October 3, 2008.

Employment Agreement with Neil H. Nguyen

On January 11, 2010, the Company entered into an Amended and Restated Employment Agreement with Neil H. Nguyen. Pursuant
to the Amended and Restated Employment Agreement

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between
Mr. Nguyen and the Company (the President Agreement), the Company agreed to employ Mr. Nguyen as its President and Chief Operating Officer from the date of the Agreement through
December 31, 2012. Under the President Agreement, Mr. Nguyen is entitled to an annualized base salary of $395,000 for the year ending December 31, 2010, $415,000 for the year
ending December 31, 2011 and $430,000 for the year ending December 31, 2012. Mr. Nguyen is eligible for an annual bonus of up to 75% of the then-applicable base salary
during the term of the President Agreement, with the criteria upon which any bonus would be awarded to be determined in the sole discretion of the Compensation Committee. The Company retained the
right to increase the base compensation and bonus, and grant additional equity incentive awards, as it deems appropriate. Mr. Nguyen is entitled to participate in the Company's stock option
plans, is entitled to four weeks of paid vacation per calendar year and is to receive a car allowance totaling $750 per month for the term of the President Agreement. Finally, during the term of the
President Agreement, the Company shall pay the amount of premiums or other costs incurred for the coverage of Mr. Nguyen and his spouse and dependent family members under the Company's health
plan.

The
President Agreement also includes provisions respecting severance. Pursuant to the President Agreement, if Mr. Nguyen terminates his employment for good reason (as described
below), or, is terminated prior to the end of the employment term by the Company other than for cause (as described below), he shall be entitled to the greater of (i) all remaining salary to
the end of the employment term or (ii) one year of salary. If he is terminated by the Company for cause, or at the end of the employment term, he shall not be entitled to further compensation.

Pursuant
to terms of Mr. Nguyen's employment agreement dated January 11, 2010, in the event of a change in control all outstanding stock options held by or on behalf of
Mr. Nguyen shall become fully vested and exercisable.

Under
the President Agreement, good reason includes the assignment of duties inconsistent with his title or a material reduction in his authority, duties or responsibility, the
relocation of the Company's principal office by more than 20 miles, the transfer to an office other than the principal office or a material breach of the President Agreement by the Company. Under the
President Agreement, cause includes commission of an act of fraud, theft or embezzlement or conviction of a felony or other crime involving moral turpitude, failure or refusal to follow the lawful
directives of the Board, habitual neglect of or failure to perform his material duties to the Company or any material breach of the President Agreement by Mr. Nguyen.

The
President Agreement also contains standard non-solicitation, non-competition and confidentiality provisions.

The
above summary of the President Agreement is qualified in its entirety by reference to the full text of the President Agreement, a copy of which was filed as an exhibit to our Current
Report on Form 8-K filed by the Company on January 14, 2010.

Employment Agreement with Omar A. Choucair

Effective as of December 31, 2008, the Company entered into an Amended and Restated Employment Agreement with our Chief
Financial Officer, Omar A. Choucair. Pursuant to the Amended and Restated Employment Agreement between Mr. Choucair and the Company (the "CFO Agreement"), the Company agreed to
employ Mr. Choucair as its Chief Financial Officer from the effective date of the CFO Agreement through December 31, 2011. Under the CFO Agreement, Mr. Choucair is
entitled to an annualized base salary of $335,000 for the year ending December 31, 2009, $345,000 for the year ending December 31, 2010 and $355,000 for the year ending
December 31, 2011. Mr. Choucair is eligible for an annual bonus of up to $140,000 during the term of the CFO Agreement, with the criteria upon which any bonus would be awarded to
be determined in the sole discretion of the Compensation Committee. The Company retained the right to increase the base

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compensation
and bonus, and grant additional equity incentive awards, as it deems appropriate. Mr. Choucair is entitled to participate in the Company's stock option plans, is entitled to four
weeks of paid vacation per calendar year and is to receive a car allowance totaling $500 per month for the term of the CFO Agreement. Finally, during the term of the CFO Agreement, the
Company shall pay the amount of premiums or other costs incurred for the coverage of Mr. Choucair and his spouse and dependent family members under the Company's health plan.

The
CFO Agreement also includes provisions respecting severance. Pursuant to the CFO Agreement, if Mr. Choucair terminates his employment for good reason (as
described below) or following a change in control, or, is terminated prior to the end of the employment term by the Company other than for cause (as described below) or death, he shall be entitled to
the greater of all remaining salary to the end of the employment term, or salary 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 in a lump sum payment. He shall have no obligation to seek other employment and any income so earned shall not reduce the foregoing amounts. If he is terminated by the
Company for cause (as described below), or at the end of the employment term, he shall not be entitled to further compensation. Following the end of the employment term, upon termination of his
employment with the Company for any reason other
than Cause, but upon ninety days prior written notice if such termination is by him, the Company shall pay to Mr. Choucair his salary as then in effect for a period of six months in a lump sum
payment.

Pursuant
to the terms of Mr. Choucair's employment agreement dated December 30, 2008, in the event of a change in control, all outstanding stock options held by or on
behalf of Mr. Choucair shall become fully vested and exercisable.

Under
the CFO Agreement, good reason includes the assignment of duties inconsistent with his title, a material reduction in salary and perquisites, the relocation of the Company's
principal office by more than 20 miles, the transfer to an office other than the principal office or a material breach of the CFO Agreement by the Company. Under the CFO Agreement, cause
includes conviction of or a plea of guilty ornolo contendreby Mr. Choucair to a felony or certain criminal conduct against the Company,
habitual neglect of or failure to perform his duties to the Company or any material breach of the CFO Agreement by Mr. Choucair.

The
CFO Agreement also contains standard non-solicitation, non-competition and confidentiality provisions.

The
above summary of the CFO Agreement is qualified in its entirety by reference to the full text of the CFO Agreement, a copy of which was filed as an exhibit to the
Current Report on Form 8-K filed by the Company on January 8, 2009.

Potential Payments upon Termination or Change in Control

The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if
the NEOs' employment had terminated, or a change in control had occurred, on December 31, 2010, given the NEOs' compensation and service levels as of such date and, if applicable, based on the
Company's closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees upon a termination of employment, such as payment of accrued but unpaid
base salary and vacation pay and distributions under the Company's 401(k) plan (assuming the executive participated in the plan).

Due
to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors
that could affect these amounts include the timing during the year of any such event, the Company's stock price and the executive's age.

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Scott K. Ginsburg, Chairman and Chief Executive Officer

The following table summarizes the potential payments to Mr. Ginsburg assuming his employment with us was terminated or a change
in control occurred on December 31, 2010, the last day of our most recently completed fiscal year.

Benefits and Payments

Change in
Control(1)

Termination
upon Death
or
Disability

Termination by us
without Cause or
by Mr. Ginsburg
for Good ReasonBase Salary

$
973,440

$


$
973,440Bonus

$


$


$
Acceleration of Vesting of Restricted Stock:Number of Shares


116,666





Value(2)

$
3,369,314

$


$
Total

$
4,342,754

$


$
973,440


(1)Base
salary would only be paid upon a termination of employment (including a voluntary termination of employment) following a change in control.(2)Value
upon change in control is calculated using a value of our common stock of $28.88 per share, the closing price of our common stock on
December 31, 2010.


Neil H. Nguyen, President and Chief Operating Officer

The following table summarizes the potential payments to Mr. Nguyen assuming his employment with us was terminated or a change
in control occurred on December 31, 2010, the last day of our most recently completed fiscal year.

Benefits and Payments

Change in
Control(1)

Termination
upon Death
or
Disability

Termination by us
without Cause or
by Mr. Nguyen
for Good ReasonBase Salary

$
845,000

$


$
845,000Bonus

$


$


$
Acceleration of Vesting of Options:Number of Stock Options


193,750





Value(2)

$
1,578,063

$


$
Total

$
2,423,063

$


$
845,000


(1)Base
salary would only be paid upon a termination of employment (including a voluntary termination of employment) following a change in control.(2)Value
upon change in control is calculated using a value of our common stock of $28.88 per share, the closing price of our common stock on
December 31, 2010, the last trading day in the fiscal year, less the exercise price of the options.


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Omar A. Choucair, Chief Financial Officer

The following table summarizes the potential payments to Mr. Choucair assuming his employment with us was terminated or a change
in control occurred on December 31, 2010, the last day of our most recently completed fiscal year.

Benefits and Payments

Change in
Control(1)

Termination
upon Death
or
Disability

Termination by us
without Cause or
by Mr. Choucair
for Good ReasonBase Salary

$
690,000

$


$
690,000Bonus

$


$


$
Acceleration of Vesting of Options:Number of Stock Options


125,000





Value(2)

$
1,842,500

$


$
Total

$
2,532,500

$


$
690,000


(1)Base
salary would only be paid upon a termination of employment (including a voluntary termination of employment) following a change in control.(2)Value
upon change in control is calculated using a value of our common stock of $28.88 per share, the closing price of our common stock on
December 31, 2010, the last trading day in the fiscal year, less the exercise price of the options.


Director Compensation



The following table sets forth a summary of the compensation paid to our non-employee directors pursuant to the Company's
compensation policies for the fiscal year ended December 31, 2010.

Name(1)

Fees
Earned ($)

Stock-based
Compensation(2)

Total ($)William Donner

$
31,500

$
84,840

$
116,340Lisa Gallagher


21,000


84,840


105,840Kevin C. Howe


31,500


84,840


116,340David M. Kantor


21,000


84,840


105,840Anthony J. LeVecchio


44,500


84,840


129,340John R. Harris(3)


4,500


47,060


51,560


(1)Scott Ginsburg,
our Chairman and Chief Executive Officer, Neil Nguyen, our President and Chief Operating Officer, and Omar Choucair,
our Chief Financial Officer, are not included in this table because they are employees and thus receive no compensation for their services as directors. The compensation received by
Messrs. Ginsburg, Nguyen and Choucair as employees is shown in the Summary Compensation Table above.(2)Represents
the grant date fair value determined in accordance with ASC Topic 718 of 2,000 shares of restricted stock granted to each
non-employee director on May 27, 2010, which will vest over a one year period. See Note 13 to our Consolidated Financial Statements included in the Original
Form 10-K for details as to the assumptions used to determine the fair value of stock awards. Amounts shown are based on the fair value of the entire award on the grant date,
regardless of vesting requirements. Except with respect to Messrs. Kantor and LeVecchio, these shares of restricted stock represent the non-employee directors' only outstanding
equity awards as of


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December 31,
2010. As of December 31, 2010, Messrs. Kantor and LeVecchio also held options to purchase 22,500 and 6,000 shares of our common stock, respectively. (3)Mr. Harris
was elected to our Board of Directors in October 2010, and was awarded 2,000 shares of restricted stock on November 4, 2010 with a
grant date fair value of $47,060. These shares of restricted stock represented Mr. Harris' only outstanding equity awards as of December 31, 2010.




Messrs. Ginsburg, Nguyen and Choucair are not paid any fees or other compensation for services as members of our Board of
Directors or of any committee of our Board of Directors.

During
2010, the non-employee members of our Board of Directors received compensation for services provided as a director as well as reimbursement for documented reasonable
expenses incurred in connection with attendance at meetings of our Board of Directors and the committees thereof. The Company paid its directors an annual cash retainer of $12,000 plus $1,500 per
Board of Directors meeting attended, plus $1,500 per meeting of each committee or special assignments of the Board of Directors. Mr. LeVecchio is paid an additional $13,000 annual cash retainer
as Chairman of the Audit Committee.

Members
of our Board of Directors are also eligible to receive grants of equity awards both upon joining the Board of Directors and on an annual basis in line with recommendations by the
Compensation Committee. Each member of the Board of Directors shown in the Director Compensation Table above received 2,000 shares of restricted stock in 2010.

Effective
April 1, 2011, the Company changed its director compensation policy by increasing the annual cash retainer to $40,000 and eliminating the fees paid for attending
meetings. The annual cash retainer will increase to $50,000 effective January 1, 2012. In addition, the annual retainer paid to the chairmen of each committee was increased as follows:

Audit Committee Chairman Retainer

$
20,000Compensation Committee Chairman Retainer

$
15,000Nominating Committee Chairman Retainer

$
12,000


In
addition, each member of the Board of Directors will receive an annual restricted stock award on the date of each annual meeting of the Company's stockholders, commencing with the
2011 annual meeting, with an estimated grant-date fair value of $95,000. These annual awards will vest on the first anniversary of the date of grant. In addition, all of these awards will
vest in the event of a change of control.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. Harris (Chairman), Kantor and Donner. Prior to October 2010, the
members of the Compensation Committee were Messrs. Howe (Chairman) and Kantor, and Ms. Gallagher. All current members of the Compensation Committee are "independent directors" as defined
under the NASDAQ Marketplace Rules. None of these individuals were at any time during 2010, or at any other time, an officer or employee of the Company.

No
executive officer of the Company serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of
the Company's Board of Directors or Compensation Committee.

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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Directors and Executive Officers

The following table sets forth the beneficial ownership of our common stock as of March 31, 2011, except as noted, for
(a) each stockholder known by us to own beneficially more than 5% of our common stock; (b) each of our directors; (c) each executive officer named in the Summary Compensation
Table; (d) and all of our current Directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and
includes voting or investment power with respect to the securities.

Shares Beneficially Owned
as of March 31, 2011(1)(2)Beneficial Owner

Number of Shares

Percentage of ClassScott K. Ginsburg(3)


2,205,139


8.0
%Moon Doggie Family PartnershipNeil H. Nguyen(4)


165,997


*Omar A. Choucair(5)


203,893


*John R. Harris


2,000


*Jeffrey A. Rich


2,000


*David M. Kantor(6)


26,500


*Kevin C. Howe


14,200


*Anthony J. LeVecchio(7)


16,500


*Lisa C. Gallagher


18,000


*William Donner


4,001


*FMR, LLC


4,266,414


15.5
%82 Devonshire Street
Boston, MA 02109BlackRock Advisors, LLC


1,932,406


7.0
%40 East 52nd Street
New York, NY 10022Legg Mason Capital Management


1,691,270


6.1
%100 International Drive
Baltimore, MD 21202Janus Capital Group, Inc.


1,533,506


5.6
%151 Detroit Street
Denver, CO 80206All directors and executive officers as a group (9 persons)(8)


2,658,230


9.5
%


*Less
than 1% of the Company's common stock.(1)Except
as indicated in the footnotes to this table and pursuant to applicable community property laws, to the Company's knowledge, the persons and entities
named in the table have sole voting and investment power with respect to all shares of common stock shown


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Table of Contents

as
beneficially owned by them. Unless otherwise indicated, the business address of each beneficial owner listed is 750 West John Carpenter Freeway, Suite 700, Irving,
TX 75039. (2)The
number of shares of common stock deemed beneficially owned as of March 31, 2011 was 28,200,740 which includes 140,671 shares of common stock from
restricted grants and 648,623 options that are currently exercisable or will be exercisable within 60 days of March 31, 2011. Restricted grants to each of the non-employee
members of the Board of Directors are 667 which will vest on May 14, 2011, 1,334 which will vest one-half on May 11, 2011 and May 11, 2012 and 2,000 which will vest on
May 27, 2011; except for John Harris and Jeff Rich, who have a restricted grant of 2,000 that will vest on November 4, 2011 and March 16, 2012, respectively.
Scott Ginsburg has 116,666 shares from a restricted grant which will vest on August 1, 2011. The number of beneficially owned shares includes shares issuable pursuant to stock options
that may be exercised within sixty days after March 31, 2011.(3)Includes
1,683,461 shares held of record by Scott K. Ginsburg, 116,666 shares of unvested restricted stock, 1,660 shares held as parent/guardian of
minors and 300,852 shares held in the name of Moon Doggie Family Partnership, L.P. Scott K. Ginsburg is the sole general partner of Moon Doggie Family Partnership, L.P. Includes
options exercisable into 102,500 shares of common stock.(4)Includes
options exercisable into 165,832 shares of common stock.(5)Includes
options exercisable into 198,332 shares of common stock.(6)Includes
options exercisable into 17,500 shares of common stock.(7)Includes
options exercisable into 6,000 shares of common stock.(8)Includes
options exercisable into 490,164 shares of common stock.


Equity Compensation Plan Information

The following table provides certain aggregate information with respect to all of the Company's equity compensation plans in effect as
of December 31, 2010.

Plan category

Number of Securities
to be issued upon
exercise of
outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for
future issuance under
equity compensation
plans
(excluding securities
reflected in first column)Common stock options approved by security holders


1,277,294

$
19.64


767,466Common stock warrants approved by security holders


1,898

$
474.24


Total


1,279,192

$
20.31


767,466


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Table of Contents

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

Our Audit Committee reviews and approves in advance all related party transactions in accordance with its written charter in order to
determine whether or not the proposed transaction is fair to, and in the best interests of the Company. None of the Company's directors or executive officers (1) has entered into any
transaction or series of similar transactions with the Company, (2) has any relationship, or has had any relationship with the Company, or (3) has outstanding
indebtedness to the Company, which (in any case) requires disclosure under Item 404 of the SEC's Regulation S-K.

Director Independence

The Board of Directors has determined, after considering all of the relevant facts and circumstances, that each of Mr. Howe,
Mr. Kantor, Mr. LeVecchio, Mr. Donner, Mr. Harris, Mr. Rich and Ms. Gallagher are independent from our management, as an "independent director" as defined under the NASDAQ
Marketplace Rules. This means that none of those directors (1) is an officer or employee of the Company or its subsidiaries or (2) has any direct or indirect relationship with the
Company that would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director. As a result, the Company has a majority of independent directors
as required by the NASDAQ Marketplace Rules.

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Table of Contents

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

The following is a summary of the fees billed to the Company by the principal accountant for professional services rendered for the
fiscal years ended December 31, 2010 and 2009:

Years Ended
December 31,2010

2009Audit Fees

$
1,405,249

$
1,538,561Audit Related Fees


77,779


Tax Fees





All Other Fees


2,159


1,995Total

$
1,485,187

$
1,540,556




These are fees for professional services for the audit of the Company's annual financial statements, and for the review of the
financial statements included in the Company's filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements,
including fees relating to compliance with the provisions of the Sarbanes-Oxley Act, Section 404, fees for reviews of our equity offerings and related comfort letters, and audits of
acquired entities.



We paid Ernst & Young $77,779 in 2010 for due diligence services related to 2010 acquisitions.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Company's Independent Registered Public Accounting Firm

Consistent with the policies of the Securities and Exchange Commission regarding auditor independence, the Audit Committee has the
responsibility, pursuant to its written charter, for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this
responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public
accounting firm. The Audit Committee's policy is to approve all audit and non-audit services provided by our independent registered public accounting firm prior to the commencement of the
services using a combination of pre-approvals for certain engagements up to predetermined dollar thresholds in accordance with the pre-approval policy and specific approvals
for certain engagements on a case-by-case basis. The Audit Committee has delegated authority to the committee chair to pre-approve such services between committee
meetings those services that have not already been pre-approved by the committee. The chair is required to report any such pre-approval decisions to the full committee at its
next scheduled meeting.

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PART IV

Item 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)(3)

See Index to Exhibits on page 38 of this Amendment No. 1 for a list of exhibits furnished as part of this Amendment No. 1.


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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

DG FASTCHANNEL, INC.Date: May 2, 2011

By:

/s/ SCOTT K. GINSBURG Scott K. Ginsburg
Chairman of the Board of Directors and
Chief Executive Officer


Pursuant
to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates
indicated

Name

Title

Date* Scott K. Ginsburg

Chairman of the Board of Directors and Chief Executive Officer

May 2, 2011* Neil H. Nguyen

President, Chief Operating Officer and Director

May 2, 2011* Omar A. Choucair

Chief Financial Officer and Director (Principal Financial and Accounting Officer)

May 2, 2011* William Donner

Director

May 2, 2011* David M. Kantor

Director

May 2, 2011* Lisa C. Gallagher

Director

May 2, 2011* Kevin C. Howe

Director

May 2, 2011* Anthony J. LeVecchio

Director

May 2, 2011* John R. Harris

Director

May 2, 2011*By:

/s/ SCOTT K. GINSBURG Scott K. Ginsburg
As Attorney-in-Fact Pursuant to Powers of Attorney Previously Filed


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Index to Exhibits

Exhibit Number

Description31.1

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer32.1

Section 1350 Certifications.


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