Exhibit 10.1






Exhibit 10.1




EMPLOYMENT AGREEMENT




This Employment Agreement is made and entered into as the 15th of December, 2005, by and
between Regent Worldwide Sales, LLC, a Texas limited liability company (the “Company”), and Tony
Shyngle (“Employee”).



Whereas, the Company desires to assure that the Company retains the services of Employee,
whose experience, knowledge and abilities with respect to the business and affairs of the Company
are valuable to the Company.




Now, therefore, the Company and Employee agree as follows:




1. Position and Duties.



1.1 The Company hereby employs Employee as Executive Vice President -Accounting of the
Company during the term of this Agreement, with powers and duties consistent with such position.
Employee may also be an executive of other affiliated companies, and as such the Company may be
reimbursed for an allocable share of compensation. Employee shall report to Stephen P. Jarchow and
Paul Colichman. Employee shall, during the term of this Agreement, perform such additional or
different duties, and accept the election or appointment to such other offices or positions, as
may mutually be agreeable to Employee and the Company.



1.2 Employee shall devote his full working time to the promotion of the Company’s business
and welfare, and use his best effort to promote the Company’s products and services. During the
term of his employment with the Company, Employee will not accept any other employment or engage
in any manner, directly or indirectly, in any other business. Employee shall perform such duties
and responsibilities incidental to his employment as may from time to time be requested by the
Company and shall faithfully observe the Company’s policies and procedures.




2. Compensation and Benefits.



2.1 Generally: Base Salary. For the services to be rendered by Employee here under,
Employee shall receive the following compensation and benefits, payable as earned, in the
intervals indicated, and prorated for any partial year:



(a) Commencing December 15, 2005, an annual salary of one hundred eighty-five thousand
dollars ($185,000), increasing to two hundred thousand ($200,000) on January 1, 2007, two hundred
twenty-five thousand ($225,000) on January 1, 2008 and two hundred fifty-thousand ($250,000) on
January 1, 2009 (the “Base Salary”). The Base Salary shall be payable no less frequently than
bi-weekly. The Company may deduct from each installment of the Base Salary an amount sufficient
to cover applicable federal, state and/or local income tax withholdings, old age and survivors
and other social security payments, state disability insurance premiums and any other amounts
which the Company is required to withhold by applicable law.



(b) Employee shall receive a bonus of $50,000 upon the initial funding of a new-credit
facility for the Company, replacing and repaying its Octagon facility. The bonus shall be paid within sixty (60) days of the funding of the applicable financing. Employee shall be eligible
for a discretionary bonus upon the close of each complete calendar year. Employee shall be eligible
to participate in any employee stock ownership or option plan of the company.


 


 









 





2.2 Fringe Benefits. Employee shall receive the following fringe benefits from
the Company during the Term:



(a) Two weeks of vacation and five personal days, paid, during each year (as used in this
paragraph, a “year” shall be the date which is 12 months following the date of commencement of the
Term under this Agreement and each 12-month period thereafter). Any such vacation or personal days
shall be taken at times in accordance with the policies of Company, unless approved otherwise by
Company, or if not taken in any year shall be accrued and carried forward in accordance with the
policies of Company generally for its employees.



(b) Company shall pay 100% of the premium payable with respect to the health insurance plan
(including but not limited to medical and dental coverage) selected by Employee in accordance with
the Company policy as from time to time in effect. In addition, Employee shall be permitted during
the term hereof, if and to the extent eligible, to participate in any group life, hospitalization
or disability insurance plan, health program, pension plan, 40IK, similar benefits or other fringe
benefits of which may be available to executive officers of the Company.



(c) Reimbursement for all reasonable costs and expenses incurred in connection with the
performance of Employee’s duties and obligations under this Agreement, and which are consistent
with the policies of the Company for executive officers. Reasonable costs and expenses may
include, without limitation, expenses for lodging and travel, entertainment expenses, and expenses
related to attendance at trade and business organization conventions, including domestic and
international film festivals and markets, and membership in such other organizations as may
benefit or promote the business of the Company. Such reimbursement shall be paid within 15
business days following presentation of expense statements or vouchers with such supporting
information the Company may reasonably require.




3. Term.



3.1 The term of this Agreement (the “Term”) shall commence on December

15, 2005 and shall terminate upon the first to occur of the following events:




(i) December 15, 2009 (unless extended as set forth in Section 3.2 hereof);




(ii) the death or permanent disability of Employee as defined in



Section 5.1 hereof; (iii) the discharge of Employee for Cause as
defined in Section 5.2 (a); (iv) the termination by Employee for Good
Reason as defined in Section



5.3 hereof; or (v) mutual agreement between Employee
and the Company.



3.2 The Company shall have the option, although not the obligation, to extend
this Agreement for an additional 12 months, terminating December 15, 2010. Such option shall
be exercised in writing on or before September 1, 2009.


 


 









 





4. Covenant Not to Solicit or Hire Employees or Customers. During the
Term and for 12 months thereafter, Employee shall not, directly or indirectly, solicit or induce
any of the Company’s employees to terminate their employment with the Company, hire or cause any of
the then current employees of the Company to be hired by any other company, or solicit or assist in
soliciting any business from any of the then current customers of the Company on behalf of Employee
or any other company.




5. Termination.



5.1 Termination Due to Disability, etc. The Company may, by written notice of
Employee, terminate his employment under the Agreement as of date of that notice if Employee shall
fail or be unable to perform his duties as the result of any physical or mental disability for 90
consecutive days or during any 210 days in any 240 day period (a “Permanent Disability”).
Employee’s employment under this Agreement shall terminate automatically upon Employee’s death or
adjudication of incompetence.



5.2 Termination By Company for Cause. By complying with the provision of Section 5.2
(b) hereof, the Company may terminate Employee’s employment under this Agreement for “Cause”.



(a) For purposes of this Agreement, “Cause” shall mean: (i) fraud, embezzlement or conviction
of or the pleading guilty or no contest to any felony or to any misdemeanor involving dishonesty;
(ii) gross negligence or willful failure of Employee to perform his duties hereunder, and (iii)
any material breach by Employee of his covenants or obligations under this Agreement.



(b) If any one or more of the events enumerated under (a) above shall occur, the Company
shall provide written notice (the “Warning Notice”) to Employee of its intention to terminate this
Agreement for Cause, the basis of such Cause, and the steps which the Company believes should be
taken by the Employee to correct and cure the same. Unless Employee, within 30 days following
receipt of the Warning Notice, substantially corrects and cures all matters delineated in the
Warning Notice to Company’s reasonable satisfaction or if the matters set forth in the Warning
Notice are not reasonably susceptible of being so cured or corrected within such 30-day period,
the Company may terminate this Agreement so that the Company shall have no further obligation to
Employee except as set forth in Section 5.4 hereof, by delivering a notice of termination of
Employee, which notice of termination shall be effective as of the date of delivery of such
notice.



5.3 Termination By Employee for Good Reason. Employee may terminate this Agreement at
any time for “Good Reason” by delivery of written notice to the Company of his intention to
terminate. Such notice shall specify the Good Reason and the reasonable steps for the Company to
cure as provided herein. Termination shall be effective at the expiration of the 30 day cure
period following receipt of Employee’s notice, unless the Company, as applicable, shall have cured
the Good Reason, or unless the Company shall have commenced reasonable steps to cure the Good
Reason. For purposes of this Agreement, “Good Reason” shall be limited to, a material breach of
this Agreement by the Company, relocation as defined in Section 6 or the filing of bankruptcy
protection or reorganization by the Company. No breach referred to herein shall constitute Good
Reason if the Company shall have cured all matters within 30 days following written notice from Employee, or if such matters are not reasonably susceptible of being
cured or corrected within such 30 day period, the Company shall have instituted appropriate action
to cure and correct such matters and thereafter pursue the same diligently to completion, or if,
despite reasonable efforts by the Company, such matters may not be reasonably cured.


 


 









 






5.4 Payments Upon Termination.



(a) In the event Employee is terminated for Cause, the Company shall pay to Employee all
accrued and unpaid Base Salary and Bonus, all accrued and unpaid vacation and personal days and
other accrued and unpaid benefits set forth herein to the date of termination, reimbursement of
expenses prior to the date of termination in accordance with the provisions of this Agreement;
continued insurance benefits under such circumstances and for such periods of time as are mandated
by applicable state and federal law; and such other benefits or entitlements that are deemed to be
vested pursuant to the provisions of the Employee Retirement Income Security Act of 1974, as from
time to time amended, and any regulations promulgated pursuant thereto, and all other amounts
payable hereunder, including but not limited to, incentive compensation, shall immediately cease.
Such benefits shall be payable in accordance with the provision therefore in this Agreement, or
with regard to benefits for which no provision is made, promptly following termination of
employment.



(b) In the event Employee is terminated by the Company without Cause, or if the Employee
terminates this Agreement for Good Reason, then, in addition to the payments due to Employee under
Section 5.4 (a), and as Employee’s sole and exclusive remedy, the Company shall pay to Employee
his Base Salary for a term of six (6) months from the date of termination.



6. Relocation. Employee’s office shall be located at the principal executive office
of the Company in Los Angeles, California, except for required business travel consistent with
Employee’s position. The Company covenants and agrees that it will not require Employee to move
from the Employee’s present offices to any location in excess of thirty miles from Los Angeles,
California during the Term of this Agreement without Employee’s prior written consent.



7. Confidential Information. Employee acknowledges that the information and data
obtained by him while employed by the Company concerning the business or affairs of the Company
are the property of the Company. Therefore Employee agrees that Employee shall not disclose to any
unauthorized person or use for Employee’s own account any Confidential Information without the
prior written consent of the Company, unless and to the extent that the aforementioned matters
become generally known to and available for use by the public other than as a result of Employee’s
acts or omissions to act, or unless such information is required to be disclosed in connection
with an administrative or judicial proceeding. That in such a case, Employee agrees to notify the
Company of the Confidential Information to be disclosed sufficiently in advance of such
disclosure, and agrees, if requested, to use reasonable efforts to cooperate with the Company in
seeking a protective order for such information at the Company’s expense. Employee shall deliver
to the Company at his termination or the end of the Term, or at any time the Company may request,
all “documents"' and “writings”, as defined in the California Evidence Code, and copies thereof,
relating to the Confidential Information, work product or the business of the Company which
Employee may possess or have under his control. In the event of


 


 









 






the breach or a threatened breach by Employee of any of the provisions of this Section 7, the
Company, in addition and supplementary to other rights and remedies existing in its favor, may
apply to any court of law or equity of competent jurisdiction for specific performance and/or
injunctive relief in order to enforce or prevent any violations of the provisions hereof (without
posting a bond or other security). Employee acknowledges and agrees that the covenant under this
Section 7 shall apply during the Term and for a period of one year after the expiration of the Term
regardless of the reason for termination of Employee’s employment.



8. Entire Agreement. This Agreement constitutes the entire agreement of the parties
and supersedes all prior agreements of the parties with respect to the subject matter hereof. This
Agreement may not be changed or amended except in writing signed by the parties and approved by
the Company.



9. Governing Law. This Agreement shall be subject to, and be governed by, the laws of
the State of California.



10. Assignment. Employee may not assign, transfer or convey this Agreement or any
interest therein. This Agreement and all of the Company’s rights and obligations hereunder may be
assigned or transferred by it, in whole or in part, to, with the prior written consent of
Employee, and shall be binding upon and inure to the benefit of, any successor of the Company, but
any such assignment shall not relieve the Company of any of its obligations. The term “successor”
shall mean any corporation or other business entity which by merger, consolidation, purchase of
assets or otherwise succeeds to or otherwise acquires all or substantially all of the assets of
the Company.



11. Severability. If any provision of this Agreement as applied to either party or to
any circumstances shall be adjudged by a court of competent jurisdiction to be void or
unenforceable, the same shall in no way affect any other provision of this Agreement or the
validity or enforceability of this Agreement.



12. Waiver. Waiver by either party of breach of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent breach.



13. Counterparts. This Agreement shall be executed in a number of identical
counterparts, each of which shall be construed as an original for all purposes, but all of which
taken together shall be constitute one and the same Agreement.



14. Notice. Any notice required or permitted to be given under this Agreement shall
be in writing and delivered in person or sent by registered or certified United States mail,
postage and fees prepaid, to the addresses of the parties set forth below, or such other address
as shall be furnished by notice hereunder by any such party:


 


 









 





	 	 	 
	THE COMPANY

	 	Regent Worldwide Sales, LLC
	 

	 	10990 Wilshire Blvd., Penthouse
	 

	 	Los Angeles, CA 90024 
	 

	 	Attn: Stephen P. Jarchow
	 
	 	 
	 
	 	 
	EMPLOYEE

	 	Tony Shyngle
	 

	 	10990 Wilshire Blvd., Penthouse
	 

	 	Los Angeles, CA 90024 






No failure or refusal to accept delivery of any envelope containing such notice shall affect the
validity of such notice or the giving thereof.



IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the date and year
first above written.



	 	 	 
	REGENT WORLDWIDE SALES, LLC

	 	EMPLOYEE
	 
	 	 
	By:          

       Stephen P. Jarchow

	 	







 


 












 










July 18, 2007




Mr. Tony Shyngle

10990 Wilshire Blvd., Penthouse

Los Angeles, CA 90024




Dear Tony:



With reference to your Employment Agreement entered into as of the 15th of December 2005, the
Company is changed to “Here Networks L.L.C.” and your position is changed to “Senior Vice President
- Finance and Operations.” All other terms of the Employment Agreement remain in effect.



Sincerely,









Stephen P. Jarchow




AGREED AND ACCEPTED:







 



 



10990 Wilshire Boulevard, Penthouse     Los Angeles, California 90024

T: 310-806-4288     F: 310-806-4268



 


 









 











July 6, 2009



Mr. Tony Shyngle

10990 Wilshire Blvd., Penthouse

Los Angeles, CA 90024




Dear Tony:



With reference to your Employment Agreement entered into as of the
15th of December 2005, we would like to extend your employment under
Section 3.2 thereof to December 15, 2010. Thank you for your excellent effort in
2009. We look forward to discussing a new contract with you next year.



Sincerely,









Stephen P. Jarchow

on behalf of Here Networks L.L.C.




10990 Wilshire Blvd

Penthouse
Los
Angeles, CA 90024

Tele: 310.806.4298

Fax: 310.806.4268

www.heretv.com