Exhibit 10.1
EXECUTION COPY
THIS AGREEMENT IS SUBJECT TO ARBITRATION
STATE OF FLORIDA
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COUNTY OF PALM BEACH
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into as of the 2nd day of
November, 2007, but effective as of the 1st day of September, 2007, by and
between DG FastChannel, Inc., a Delaware corporation (the "Company"), and Pamela
Maythenyi (the "Employee").
WHEREAS, the Company desires to extend the employment relationship with the
Employee on certain terms and conditions as set forth herein, which employment
relationship was previously on the terms and conditions set forth in that
certain Employment Agreement dated August 31, 2004 between the Company and the
Employee; and
WHEREAS, the Employee is willing to accept such continued employment;
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and
promises hereinafter contained, do hereby agree as follows:
1.
EMPLOYMENT. THE COMPANY HEREBY EMPLOYS
EMPLOYEE AND EMPLOYEE HEREBY ACCEPTS EMPLOYMENT BY THE COMPANY, ON THE TERMS AND
SUBJECT TO THE CONDITIONS HEREINAFTER SET FORTH.
2.
DUTIES. THE EMPLOYEE'S PRINCIPAL DUTIES
AND RESPONSIBILITIES SHALL BE THOSE DUTIES ASSIGNED TO EMPLOYEE FROM TIME TO
TIME BY THE CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER OF THE COMPANY,
OR SUCH OTHER PERSONS SPECIFIED BY SUCH OFFICERS, PROVIDED SUCH DUTIES AND
RESPONSIBILITIES ARE COMMENSURATE WITH EMPLOYEE'S TITLE AS SENIOR VICE
PRESIDENT. EMPLOYEE AGREES TO PERFORM SUCH SERVICES AND DUTIES AND HOLD SUCH
OFFICES AS MAY BE ASSIGNED TO HER FROM TIME TO TIME BY THE COMPANY AND TO DEVOTE
SUBSTANTIALLY HER FULL TIME, ENERGIES AND BEST EFFORTS TO THE PERFORMANCE
THEREOF TO THE EXCLUSION OF ALL OTHER BUSINESS ACTIVITIES. NOTWITHSTANDING THE
FOREGOING, THE COMPANY AGREES THAT EMPLOYEE SHALL BE PERMITTED TO ATTEND
APPROXIMATELY FIVE MEETINGS PER YEAR ON BEHALF OF HEADS OF PRODUCTION
ASSOCIATES, INC., A FLORIDA CORPORATION OWNED IN PART BY EMPLOYEE, AT THE
COMPANY'S EXPENSE.
3.
TERM. THE TERM OF EMPLOYMENT UNDER THIS
AGREEMENT SHALL BEGIN ON THE EFFECTIVE DATE HEREOF AND CONTINUE UNTIL TERMINATED
AS HEREIN PROVIDED.
4.
SALARY AND OTHER COMPENSATION. AS
COMPENSATION FOR THE SERVICES TO BE RENDERED BY THE EMPLOYEE TO THE COMPANY
PURSUANT TO THIS AGREEMENT, THE EMPLOYEE SHALL BE PAID THE FOLLOWING
COMPENSATION AND OTHER BENEFITS:
(A)
SALARY:
(I) $195,000 FROM THE EFFECTIVE
DATE HEREOF UNTIL THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE HEREOF, (II)
$210,000 FROM THE FIRST ANNIVERSARY UNTIL THE SECOND ANNIVERSARY OF THE
EFFECTIVE DATE HEREOF, AND (III) $220,000 FROM THE SECOND ANNIVERSARY UNTIL THE
THIRD ANNIVERSARY OF THE EFFECTIVE DATE HEREOF, EACH PAYABLE IN EQUAL MONTHLY
INSTALLMENTS IN ARREARS, OR SUCH HIGHER COMPENSATION AS MAY BE ESTABLISHED BY
THE COMPANY FROM TIME TO TIME. SHOULD THE EMPLOYEE BECOME "PARTIALLY DISABLED,"
WHICH FOR PURPOSES OF THIS SUBSECTION MEANS THE INABILITY BECAUSE OF ANY
PHYSICAL OR EMOTIONAL ILLNESS TO PERFORM HER ASSIGNED DUTIES UNDER THIS
AGREEMENT FOR 40 HOURS PER WEEK, THE EMPLOYEE'S SALARY SHALL BE ADJUSTED BASED
ON THE PERCENTAGE OF A 40-HOUR WORK WEEK DURING WHICH EMPLOYEE IS ABLE TO
PERFORM HER DUTIES. IF THE EMPLOYEE,