Exhibit 10.1


 


THIS AGREEMENT IS SUBJECT TO
ARBITRATION


 


	
  STATE OF TEXAS

  	
  §

  
	
   

  	
  §

  
	
  COUNTY OF DALLAS

  	
  §

  



 


AMENDED AND RESTATED EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT
is dated December 30, 2008 and is to be effective as of December 31, 2008,
by and between DG FastChannel, Inc., a Delaware corporation (the “Corporation”),
and Omar A. Choucair (the “Employee”).


 


WHEREAS, the
Corporation and the Employee are parties to that certain Amended and Restated
Employment Agreement dated June 22, 2006, as amended, which sets forth the
terms and conditions of the Employee’s employment with the Corporation; and


 


WHEREAS, the
Corporation and the Employee desire to further amend and restate such agreement
on the terms and conditions set forth herein;


 


NOW,
THEREFORE, the parties hereto, in consideration of the mutual covenants and
promises hereinafter contained, do hereby agree as follows:


 


1.                                       Employment.  The Corporation hereby employs Employee in
the capacity of Chief Financial Officer, or in such other position of the same
or greater stature (including Chief Executive Officer or Chief Operating
Officer) as the Corporation may direct or desire, and Employee hereby accepts
the employment, on the terms and conditions hereinafter set forth.


 


2.                                       Title
and Duties.


 


(a)                                  The
Employee’s job title shall be Senior Vice-President and Chief Financial Officer
of the Corporation.  During the
Employment Term the Employee shall have such authority and duties as are usual
and customary for such position, and shall perform such 


 

















 


additional services and duties as the Board of Directors may from time
to time designate consistent with such position.


 


(b)                                 The
Employee shall report solely to the Chief Executive Officer.  Certain other senior officers of the
Corporation, designated from time to time by the Chief Executive Officer, may
report, directly or indirectly through other senior officers designated from
time to time by the Chief Executive Officer, to the Employee, and the Employee
shall be responsible for reviewing the performance of such senior officers of
the Corporation.


 


(c)                                  The
Employee shall devote his full business time and best efforts to the business
affairs of the Corporation; however, the Employee may devote reasonable time
and attention to:


 


(i)                                     serving
as a director of, or member of a committee of the directors of, any
not-for-profit organization or engaging in other charitable or community
activities; and


 


(ii)                                  serving
as a director of, or member of a committee of the directors of, the
corporations or organizations for which the Employee presently serves in such
capacity, and such other corporations and organizations that the Board may from
time to time approve in the future; provided, that except as specified above,
the Employee may not accept employment with any other individual or other
entity, or engage in any other venture which is indirectly or directly in
conflict or competition with the then existing business of the Corporation.


 


3.                                       Employment
Term.  The term of Employee’s
employment hereunder shall begin on the date hereof and continue until December 31,
2011, unless earlier terminated as herein provided (the “Employment Term”).


 


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4.                                       Salary
and Other Compensation.  As
compensation for the services to be rendered by the Employee to the Corporation
pursuant to this Agreement, the Employee shall be paid the following
compensation and other benefits:


 


(a)                                  Salary:  Salary shall be payable in equal bimonthly
installments in arrears, or otherwise in accordance with the Corporation’s ordinary
payroll practices.  Employee shall be
entitled to annual salary, as follows:


 


for the period from January 1,
2009 through December 31, 2009      $335,000


 


for the period from January 1,
2010 through December 31, 2010      $345,000


 


for the period from January 1,
2011 through December 31, 2011      $355,000


 


or such higher compensation as may be established by the Corporation
from time to time.


 


(b)                                 Bonus:  The Employee shall be eligible for an annual
bonus in an amount of up to $140,000, with the criteria upon which any bonus
would be awarded to be determined in the sole discretion of the Compensation
Committee (or other applicable committee) of the Board of Directors (the “Compensation
Committee’) based in part on revenue and EBITDA goals.  Any annual bonus that becomes payable
pursuant to this Section 4(b) shall be paid between January 1
and March 15th of the year following the year for which such annual bonus
was earned; provided, however, in no event will the bonus be paid after December 31
of the year following the year for which such annual bonus was earned.


 


(c)                                  Stock
Incentive Plans:  The Employee will be
awarded a stock option to purchase 250,000 shares of the Corporation’s common
stock, under the Corporation’s stock incentive plan, at an exercise price equal
to the fair market value of the Corporation’s common stock on the grant date,
as determined by the Compensation Committee. 
In addition, the Employee may receive additional awards under such stock
incentive plan as the Compensation Committee may determine from time to time,
subject to any limitation as may be provided 
by 


 


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applicable law or regulation or the terms of the stock incentive
plan.  All outstanding stock options held
by or on behalf of the Employee shall become fully vested and exercisable upon
the occurrence of a change in control of the Corporation (as defined in the
applicable stock option agreement or related plan document).


 


(d)                                 Car
Allowance:  The Corporation shall pay to
the Employee a car allowance in an amount equal to $500 per month during the
Employment Term payable pursuant to the Corporation’s customary payroll
practices.


 


(e)                                  Employee
Benefit Plans:  The Employee shall be
eligible to participate, on a basis comparable to other executive officers, in
any profit sharing, retirement, insurance, health or other employee benefit
plan maintained by the Corporation.


 


(f)                                    Reimbursement
of Expenses:  In addition to the
compensation provided for hereof, upon submission of proper vouchers, the Corporation
will pay or reimburse the Employee for all normal and reasonable travel and
entertainment expenses incurred by the Employee during the Employment Term in
connection with the Employee’s responsibilities to the Corporation.


 


5.                                       Life
Insurance.  The Corporation, in its
discretion, may apply for and procure in its own name and for its own benefit,
life insurance on the life of the Employee in any amount or amounts considered
advisable by the Corporation, and the Employee shall submit to any medical or
other examination and execute and deliver any application or other instrument
in writing, reasonably necessary to effectuate such insurance.


 


6.                                       Corporation
Payment of Health Benefit Coverage. 
During the Employment Term, the Corporation shall pay the amount of
premiums or other cost incurred for coverage of the 


 


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Employee and his eligible spouse and dependent family members under the
applicable Corporation health benefits arrangement (consistent with the terms
of such arrangement).


 


7.                                       Vacations
and Leave.  The Employee shall be
entitled to four weeks of vacation per year and such additional leave time as
is customarily granted to the other executive officers of the Corporation.


 


8.                                       Non-Disclosure
of Confidential Information.  The
Employee acknowledges that as a result of his employment with the Corporation,
he will be making use of, acquiring, and/or adding to confidential information
of a special and unique nature and value relating to such matters as the
Corporation’s patents, copyrights, proprietary information, trade secrets,
systems, procedures, manuals, confidential reports, and lists of customers
(which are deemed for all purposes confidential and proprietary), as well as
the nature and type of services rendered by the Corporation, the equipment and
methods used and preferred by the Corporation’s customers, and the fees paid by
them.  As a material inducement to the
Corporation to enter into this Agreement and to pay to Employee the
compensation stated in paragraph 4, Employee covenants and agrees that he shall
not, at any time during or following the term of his employment, directly or
indirectly divulge or disclose for any purpose whatsoever any confidential
information that has been obtained by, or disclosed to, him as a result of his
employment by the Corporation.


 


9.                                       Covenants
Against Competition.  The Employee
acknowledges that the services he is to render are of a special and unusual
character with a unique value to the Corporation, the loss of which cannot
adequately be compensated by damages in action at law.  In view of the unique value to the
Corporation of the services of Employee because of the confidential information
to be obtained by or disclosed to Employee, as hereinabove set forth, and as a
material inducement to the Corporation to enter into this Agreement and to pay
to Employee the 


 


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compensation stated in paragraph 4, Employee covenants and agrees that
during Employee’s employment and for a period of twelve months after he ceases
to be employed by the Corporation for any reason, he will not, except as
otherwise authorized by this Agreement, compete with the Corporation or any
affiliate of the Corporation, solicit the Corporation’s customers or the
customers of an affiliate or directly or indirectly solicit for employment any
of the Corporation’s employees.  For
purposes of this paragraph:


 


(a)                                  the
term “compete” means engaging in the same or any similar business as the
Corporation or any of its affiliates in any manner whatsoever (other than as a
passive investor), including without limitation, as a proprietor, partner,
investor, shareholder, director, officer, employee consultant, independent
contractor, or otherwise, within the United States of America;


 


(b)                                 the
term “affiliate” means any legal entity that directly or indirectly through one
or more intermediaries controls, is controlled by, or is under the common
control with the Corporation; and


 


(c)                                  the
term “customers” means all persons to whom the Corporation or any of its
affiliates has sold any product or service within a period of twelve months
prior to the time Employee ceases to be employed by the Corporation.


 


10.                                 Reasonableness
of Non-Disclosure and Noncompetition Restrictions.


 


(a)                                  The
Employee has carefully read and considered the provisions of paragraphs 8 and
9, and, having done so, agrees that the restrictions set forth in these
paragraphs, including, but not limited to, the time period of restriction and
geographical areas of restriction are fair and reasonable and are reasonably
required for the protection of the interests of the 


 


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Corporation and its parent or subsidiary corporations, officers,
directors, shareholders, and other Employees.


 


(b)                                 In
the event that, notwithstanding the foregoing, any of the provisions of
paragraphs 8 and 9 shall be held to be invalid or unenforceable, the remaining
provisions thereof shall nevertheless continue to be valid and enforceable as
though the invalid or unenforceable parts had not been included therein.  In the event that any provision of paragraphs
8 or 9 relating to the time period and/or the areas of restriction and/or
related aspects shall be declared by a court of competent jurisdiction to
exceed the maximum restrictiveness such court deems reasonable and enforceable,
the time period and/or areas of restriction and/or related aspects deemed
reasonable and enforceable by the court shall become and thereafter be the
maximum restriction in such regard, and the restriction shall remain
enforceable to the fullest extent deemed reasonable by such court.


 


11.                                 Remedies
for Breach of Employee’s Covenants of Non-Disclosure and Noncompetition.  In the event of a breach or threatened breach
of any of the covenants in paragraphs 8 and 9, the Corporation shall have the
right to seek monetary damages for any past breach and equitable relief,
including specific performance by means of an injunction against the Employee
or against the Employee’s partners, agents, representatives, servants,
employers, employees, family members and/or any and all persons acting directly
or indirectly by or with him, to prevent or restrain any such breach.


 


12.                                 Termination.  Employment of the Employee under this Agreement
may be terminated:


 


(a)                                  By
the Employee’s death.


 


(b)                                 By
mutual agreement of the Employee and the Corporation.


 


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(c)                                  By
the Corporation for Cause.  This
Agreement and the Employee’s employment with the Corporation may be terminated
for Cause at any time in accordance with subparagraph (e) of this
section.  For purposes of this Agreement,
Cause shall mean only the following: (i) a conviction of or a plea of
guilty or nolo contendre by the
Employee to a felony or an act of fraud, embezzlement or theft or other
criminal conduct against the Corporation; (ii) habitual neglect of the
Employee’s material duties or failure by the Employee to perform or observe any
substantial lawful obligation of such employment that is not remedied within
thirty (30) days after written notice thereof from the Corporation or its Board
of Directors; or (iii) any material breach by the Employee of this
Agreement.  Should the Employee dispute
whether he was terminated for Cause, then the Corporation and the Employee
shall enter immediately into binding arbitration pursuant to the Commercial
Arbitration Rules of the American Arbitration Association, the cost of
which shall be borne by the non-prevailing party.


 


(d)                                 By
Employee for Good Reason.  This Agreement
and the Employee’s employment with the Corporation may be terminated at any
time, at the election of the Employee, for Good Reason following notice and a
reasonable opportunity to cure, and in accordance with subparagraph (e) of
this section.  As used in this Agreement,
Good Reason shall mean (i) the assignment to the Employee of duties
inconsistent with the title of Chief Financial Officer  of the Corporation or his then current
office, the removal of the Employee from such office or any reduction in the
current scope or degradation of the Employee’s job responsibilities, duties,
functions, status, offices and title or material reduction in support staff; (ii) the
material reduction of the Employee’s then current Salary and perquisites, on an
aggregate basis; (iii) the relocation of the Corporation’s principal
executive offices to a location more than twenty (20) miles from the
Corporation’s then current offices or the transfer of the Employee to a place
other 


 


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than the Corporation’s principal executive offices (excepting
reasonable travel on the Corporation’s business); or (iv) any material
breach by the Corporation of this Agreement.


 


(e)                                  Notice
of Termination.  Any purported termination
by the Employee’s employment, either by the Corporation for Cause or by the
Employee for Good Reason, shall be communicated by a written Notice of
Termination to the other party hereto. 
Such notice shall indicate a specific termination provision in this
Agreement which is relied upon, recite the facts and circumstances claimed to
provide the basis for such termination and specify the Date of
Termination.  If within thirty (30) days
from the date the Notice of Termination is given, the party receiving such
notice notifies the other party that a dispute exists concerning such
termination, the parties shall resolve such dispute by entering immediately
into binding arbitration pursuant to the Commercial Arbitration Rules of
the American Arbitration Association, the cost of which shall be borne by the
non-prevailing party.


 


(f)                                    At
the end of the Employment Term.


 


(g)                                 Change
in Control.  In the event of a Change in
Control and, following such Change in Control, if the Employee is terminated by
the Corporation without Cause, or the Employee elects to terminate his
employment for any reason, prior to the end of the Employment Term.  As used in the Agreement, the term “Change in
Control” shall mean:


 


(i)                                     the
sale, lease or other transfer of all or substantially all of the assets of the
Corporation to any person or group (as such term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended);


 


(ii)                                  the
adoption by the stockholders of the Corporation of a plan relating to the
liquidation or dissolution of the Corporation;


 


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(iii)                               the
merger of consolidation of the Corporation with or into another entity or the
merger of another entity into the Corporation or any subsidiary thereof with
the effect that immediately after such transaction the stockholders of the
Corporation immediately prior to such transaction (or their affiliates) hold
less than fifty percent (50%) of the total voting power of all securities
generally entitled to vote in the election of directors, managers or trustees
of the entity surviving such merger of consolidation;


 


(iv)                              the
acquisition by any person or group of more than fifty percent (50%) of the
voting power of all securities of the Corporation generally entitled to vote in
the election of directors of the Corporation; or


 


(v)                                 that
the majority of the Board is composed of members who (A) have served less
than twelve months and (B) were not approved by a majority of the Board at
the time of their election or appointment.


 


13.                                 Payments
Upon Termination.  Payments to the
Employee upon termination shall be limited to the following:


 


(a)                                  If
the Employee is terminated by the Corporation upon death, for Cause, or at the
end of the Employment Term, the Employee shall be entitled to all arrearages of
salary and expenses as of the Date of Termination but shall not be entitled to
further compensation, subject to paragraph 14.


 


(b)                                 If
the Employee terminates for Good Reason or following a Change in Control
pursuant to Section 12(g) above, or if the Employee is terminated by
the Corporation other than for Cause or any other reason set forth in
subparagraph (a) above during the Employment Term, the Employee shall be
entitled to the greater of (i) all remaining salary, in a lump sum
payment, under this Agreement to the end of the Employment Term, or (ii) salary,
in a 


 


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lump sum payment, from the Date of Termination through second
anniversary of the Date of Termination, which lump sum shall be paid unless
otherwise required by Section 15(b) within 90 days following the Date
of Termination with the exact date of payment determined in the sole discretion
of the Corporation.  Employee shall have
no obligation to seek other employment and any income so earned shall not
reduce the foregoing amounts.


 


14.                                 Severance
Following Expiration of Employment Term. 
Following the end of the Employment Term, upon termination of Employee’s
employment with the Corporation for any reason other than Cause, but upon
ninety days prior written notice if such termination is by the Employee, the
Corporation shall pay to the Employee in a lump sum an amount equal to the
amount of salary the Employee would have earned if he had remained employed by
the Corporation for a period of six months following the Date of Termination at
the rate of salary in effect on the Date of Termination, which lump sum shall
be paid unless otherwise required by Section 15(b) within 90 days
after the Date of Termination, with the exact date of payment determined in the
sole discretion of the Corporation.


 


15.                                 Additional
Termination Provisions.


 


(a)                                  Separation
from Service.  Notwithstanding
anything to the contrary in this Agreement, with respect to any amounts payable
to the Employee under this Agreement in connection with a termination of the
Employee’s employment, in no event shall a termination of employment occur
under this Agreement unless such termination constitutes a Separation from
Service.  For purposes of this Agreement,
a Separation from Service shall mean the Employee’s “separation from service”
with the Corporation as such term is defined in Treasury Regulation Section 1.409A-1(h) and
any successor provision thereto.


 


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(b)                                 Section 409A
Compliance.  Notwithstanding anything
contained in this Agreement to the Contrary, to the maximum extent permitted by
applicable law, amounts payable to the Employee pursuant to Sections 13 or 14
shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation
Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term
Deferrals).  However, to the extent any
such payments are treated as non-qualified deferred compensation subject to Section 409A
of  the Code, then if Employee is deemed
at the time of his Separation from Service to be a “specified employee” for
purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent
delayed commencement of any portion of the benefits to which Employee is
entitled under this Agreement is required in order to avoid a prohibited
distribution under Section 409A(a)(2)(B)(i) of the Code, such portion
of Employee’s termination benefits shall not be provided to Employee prior to
the earlier of (i) the expiration of the six-month period measured from
the date of the Employee’s Separation from Service or (ii) the date of
Employee’s death.  Upon the earlier of
such dates, all payments deferred pursuant to this Section 15(b) shall
be paid in a lump sum to Employee.  The
determination of whether the Employee is a “specified employee” for purposes of
Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation
from Service shall made by the Corporation in accordance with the terms of Section 409A
of the Code and applicable guidance thereunder (including without limitation
Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).


 


(c)                                  Resignation
Upon Termination.  In the event of
termination of this Agreement other than for death, the Employee hereby agrees
to resign from all positions held in the Corporation, including without
limitations any position as a director, officer, agent, trustee or consultant
of the Corporation or any affiliate of the Corporation.  For the purposes of this provision, the term “affiliate”
has the same meaning as in paragraph 9.


 


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16.                                 Waiver.  A party’s failure to insist on compliance or
enforcement of any provision of this Agreement, shall not affect the validity
or enforceability or constitute a waiver of future enforcement of that
provision or of any other provision of this Agreement by that party or any
other party.


 


17.                                 Governing
Law.  This Agreement shall in all
respects be subject to, and governed by, the laws of the State of Texas.


 


18.                                 Severability.  The invalidity or unenforceability of any
provision in the Agreement shall not in any way affect the validity or
enforceability of any other provision and this Agreement shall be construed in
all respects as if such invalid or unenforceable provision had never been in
the Agreement.


 


19.                                 Notice.  Any and all notices required or permitted
herein shall be deemed delivered if delivered personally or if mailed by
registered or certified mail to the Corporation at its principal place of
business and to the Employee at the address hereinafter set forth following the
Employee’s signature, or at such other address or addresses as either party may
hereafter designate in writing to the other.


 


20.                                 Assignment.  This Agreement, together with any amendments
hereto, shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors, assigns, heirs and personal
representatives, except that the rights and benefits of either of the parties
under this Agreement may not be assigned without the prior written consent of
the other party.


 


21.                                 Indemnification
and Insurance; Legal Expenses.  The
Corporation shall indemnify the Employee to the fullest extent permitted by the
laws of the State of Delaware, as in effect at the time of the subject act or
omission, and shall advance to the Employee reasonable attorneys’ 


 


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fees and expenses as such fees and expenses are incurred (subject to an
undertaking from the Employee to repay such advances if it shall be finally
determined by a judicial decision which is not subject to further appeal that
the Employee was not entitled to the reimbursement of such fees and expenses)
and he will be entitled to the protection of any insurance policies the
Corporation may elect to maintain generally for the benefit of its directors
and officers (“Directors and Officers Insurance”) against all costs, charges
and expenses incurred or sustained by him in connection with any action, suit
or proceeding to which he may be made a party by reason of his being or having
been a director, officer or employee of the Corporation or any of its
subsidiaries or his serving or having served any other enterprise as a
director, officer or employee at the request of the Corporation (other than any
dispute, claim or controversy arising under or relating to this Agreement).  The Corporation covenants to maintain during
the Employment Term for the benefit of the Employee (in his capacity as an
officer and director of the Corporation) Directors and Officers Insurance
providing benefits to the Employee no less favorable, taken as a whole, than
the benefits provided to the Employee by the Directors and Officers Insurance
maintained by the Corporation on the date hereof; provided, however, that the
Board may elect to terminate Directors and Officers Insurance for all officers
and directors, including the Employee, if the Board determines in good faith
that such insurance is not available or is available only at unreasonable
expense.


 


22.                                 Amendments.  This Agreement may be amended at any time by
mutual consent of the parties hereto, with any such amendment to be invalid
unless in writing, signed by the Corporation and the Employee.


 


23.                                 Entire
Agreement.  This Agreement amends and
restates in its entirety the terms and conditions of Employee’s employment with
the Corporation, notwithstanding the terms and 


 


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conditions of any previous employment agreement between the Corporation
and the Employee.  This Agreement, along
with the Corporation handbook to the extent it does not specifically conflict
with any provision of this Agreement, contains the entire agreement and
understanding by and between the Employee and the Corporation with respect to
the employment of the Employee, and no representations, promises, agreements,
or understandings, written or oral, relating to the employment of the Employee
by the Corporation not contained herein shall be of any force or effect.


 


24.                                 Burden
and Benefit.  This Agreement shall be
binding upon, and shall inure to the benefit of, the Corporation and Employee,
and their respective heirs, personal and legal representatives, successors, and
assigns.


 


25.                                 Headings.  The various headings in this Agreement are
inserted for convenience only and are not part of the Agreement.


 


26.                                 In-kind
Benefits and Reimbursements. 
Notwithstanding any thing to the contrary in this Agreement, in-kind
benefits and reimbursements provided under this Agreement during any tax year
of the Employee shall not affect in-kind benefits or reimbursements to be
provided in any other tax year of the Employee and are not subject to
liquidation or exchange for another benefit. 
Notwithstanding any thing to the contrary in this Agreement,
reimbursement requests must be timely submitted by Employee and, if timely
submitted, reimbursement payments shall be made to the Employee as soon as
administratively practicable following such submission, but in no event later
than the last day of Employee’s taxable year following the taxable year in
which the expense was incurred.  In no
event shall the Employee be entitled to any reimbursement payments after the
last day of Employee’s taxable year following the taxable year in which the 


 


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expense was incurred.  This
paragraph shall only apply to in-kind benefits and reimbursements that would
result in taxable compensation income to the Employee.


 


27.                                 Section 409A;
Separate Payments.  This Agreement is
intended to be written, administered, interpreted and construed in a manner
such that no payment or benefits provided under the Agreement become subject to
(a) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or
(b) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together,
referred to herein as the “Section 409A Penalties”), including, where
appropriate, the construction of defined terms to have meanings that would not
cause the imposition of Section 409A Penalties.  In no event shall the Corporation be required
to provide a tax gross-up payment to Employee or otherwise reimburse Employee
with respect to Section 409A Penalties. 
For purposes of Section 409A of the Code (including, without
limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)),
each payment that Employee may be eligible to receive under this Agreement
shall be treated as a separate and distinct payment.


 


28.                                 Validity
Contest.  The Corporation shall
promptly pay any and all legal fees and expenses incurred by the Employee from
time to time as a direct result of the Corporation’s contesting the due
execution, authorization, validity or enforceability of this Agreement  Reimbursement of such expenses shall be made
promptly after an expense reimbursement request has been presented to the
Corporation by the Employee and in no event later than the last day of the
Employee’s taxable year following the taxable year in which such expenses were
incurred and the reimbursement of such expenses shall be subject to the
provisions of Section 26.


 


[Remainder of page intentionally blank.]


 


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IN WITNESS
WHEREOF, the Corporation and Employee have duly executed this Agreement to be
effective as of the day and year first above written.


 


 


	
   

  	
  CORPORATION:

  
	
   

  	
   

  
	
   

  	
  DIGITAL GENERATION SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott K. Ginsburg

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Scott K. Ginsburg

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  CEO and Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
  /s/ Omar A. Choucair

  
	
   

  	
  OMAR A. CHOUCAIR

  
					



 


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