EX-10.1






Exhibit 10.1




January 2, 2009




Mr. Robert L. Chapman, Jr.

1007 Sepulveda Blvd. #129

Manhattan Beach, CA 90267

Office: (310) 373-0404




Dear Bob,



This letter confirms certain terms and conditions of your employment in the position of Chief
Executive Officer (“CEO”) of EDCI Holdings, Inc. (the “Company” or “EDCI”) effective January 2,
2009 (the “Effective Date”), subject to a background search of you by the Company (the “Background
Search”), with results reasonably satisfactory, due to no material issues with your record
discovered by the Background Search, to the Board of Directors of the Company (the “Board of
Directors”), all to be completed on or before January 26, 2009. You will perform your CEO duties
primarily from your office in Los Angeles County, California, but will use reasonable efforts to
spend one week per calendar month at the Company’s headquarters office (currently in New York, NY)
and will make yourself available to spend approximately one day per calendar month at one of
various subsidiary locations (currently expected during the first six months of 2009 to consist of
Hannover, Germany and Blackburn, UK).


This position reports directly to the Board of Directors. In your capacity as CEO of the Company,
all of the officers of the Company shall report directly to you or your designee.


You will: (1) devote substantially all of your business time (approximately 8-10 hours/weekday),
attention and abilities to the Company’s business, except as provided herein and (2) faithfully
serve the Company and use your best efforts to promote the interests of the Company and to enhance
shareholder value. You are directly or indirectly responsible for all activities of the Company
and are specifically responsible for merger and acquisition activities (supported by Matthew K.
Behrent in his position of EVP — Corporate Development), external communications (supported by
Michael W. Klinger in his position of EVP — Chief Financial Officer), and any other activities
which may be assigned to you by the Board of Directors. You shall participate in quarterly and
annual investor relations/communications as required.


The Company understands that you are currently serving as Managing Member of Chapman Capital L.L.C.
(“CCLLC”). Subject to no conflict of interest between CCLLC and the Company, you shall be allowed
to continue to serve in such capacity and conduct such duties for CCLLC as do not unreasonably
interfere with your duties to the Company, provided that you will seek prior approval of the Board
of Directors of any expansion or increase in your duties for CCLLC from where such duties existed
in calendar year 2008.



1









 







Your base compensation will be $37,500 per month (the “Base Salary”), of which $18,750 shall be
paid in cash in bi-weekly installments (the “Cash Portion of Base Salary”) and $18,750 of which
shall be paid monthly through the issuance and delivery to you, within five days of the second
bi-weekly payment of the Cash Portion of Base Salary each calendar month, of shares of common stock
of the Company (“EDCI Shares”), issued in a valid private placement under federal securities laws
(the “Stock Portion of Base Salary”). The Stock Portion of Base Salary shall vest fully upon
issuance and shall not be subject to forfeiture for any reason.


The number of EDCI Shares that shall be issued and delivered for each monthly payment of the Stock
Portion of Base Salary shall be calculated by dividing $18,750 by the average daily closing price
of EDCI Shares on the Nasdaq Stock Market, or other primary market (e.g., Pink Sheets) should EDCI
Shares cease to trade on the Nasdaq Stock Market, during the calendar month immediately preceding
the calendar monthly period in which issuance and delivery is being made. No particular calendar
month’s average daily closing trading data for EDCI Shares shall be utilized for the calculation of
more than one particular month’s Stock Portion of Base Salary. If EDCI Shares do not trade on any
particular business day during which the Nasdaq Stock Market has been open for trading, the closing
price of EDCI Shares on the most recent, prior trading day on which EDCI Shares traded shall be
used for that current day’s pricing in performing the monthly average calculation described above.


In consideration of the issuance of such shares to you, upon execution of this letter, you shall be
deemed to represent and warrant to the Company that (a) you understand that such shares are being
issued in a private placement pursuant to federal securities laws, (b) such shares cannot be
transferred other than pursuant to an exemption from registration under federal securities laws as
confirmed to the Company by opinion of counsel reasonably acceptable to the Company and (c) you are
acquiring such shares for your own account for investment purposes only and not with a view to, or
for sale in connection with, any distribution thereof. Your Base Salary may be increased (but not
decreased) in the manner determined by the Company in consultation with the Board of Directors or
the Compensation Committee of the Board or Directors.


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


It is understood that you will not participate in any retirement, life, medical/dental insurance or
disability insurance plans maintained by the Company.


Notwithstanding the foregoing, if any benefit or amount payable to you under this letter on account
of your termination of employment constitutes “nonqualified deferred compensation” (“Deferred
Compensation”) within the meaning of Section 409A of the



2









 







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


This agreement shall have a term of a minimum of six months from the Effective Date hereof. If
your position as CEO of the Company is terminated by the Company prior to the six month anniversary
of the Effective Date for any reason, including with or without cause, except as set forth in the
last sentence of this paragraph, the Company shall pay you within one week of termination of such
services, in one cash lump sum and one issuance and delivery of EDCI Shares, the remainder of your
Base Salary (both the Cash Portion of Base Salary and the Stock Portion of Base Salary) through
such six month anniversary date in accordance with the payment provisions provided above. The
number of EDCI Shares to be delivered for this final payment shall be calculated by dividing the
full calendar month and prorated/partial calendar monthly sums of all remaining $18,750 monthly
EDCI Shares payments by the average daily closing price of EDCI Shares on the Nasdaq Stock Market,
or other primary market (e.g., Pink Sheets) should EDCI Shares cease to trade on the Nasdaq Stock
Market, during the calendar month immediately preceding the calendar month in which your position
terminates. If EDCI Shares do not trade on any particular business day during which the Nasdaq
Stock Market has been open for trading, the closing price of EDCI Shares on the most recent, prior
trading day on which EDCI Shares traded shall be used for that current day’s pricing in performing
the monthly average calculation described above. Notwithstanding the foregoing, if the results of
the Background Search are not reasonably acceptable to the Board of Directors, due to there being a
material issue with your record discovered by the Background Search, your employment with the
Company and this letter agreement may be terminated upon notice from the Board of Directors to you
and payment to you solely of that portion of your Base Salary that has accrued and remains unpaid
from the Effective Date through the date of such termination; provided such termination occurs
within five (5) days of the Board of Directors receipt of the results of the Background Search.


Following the six month anniversary of the Effective Date (July 2, 2009), your position with the
Company shall become that of an at-will employee, so that following July 2, 2009 your employment
with the Company and this letter agreement may be terminated at



3









 







any time by the Company or you upon two weeks advance notice of the effective date of such
termination.


In consideration of the Company’s employment of you upon the terms set forth herein, you hereby
represent to the Company that you have not at any time been convicted of (or entered a plea of
guilty or nolo contendere to) any crime or offense constituting a felony under applicable law or
any crime or offense involving fraud or moral turpitude.


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


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


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



Sincerely,





	 	 	 	 	 
	/s/ Howard Speaks
	 	

	 
	 	 	 






Howard
“Skip” Speaks

Lead Independent Director




	 	 	 	 	 
	Accepted by:

	 	/s/ Robert L. Chapman, Jr.
	 	Date: January 2, 2009
	 

	 	 
	 	 
	 

	 	Robert L. Chapman, Jr.	 	 







4