PLURAL IN ANY PLACE WHICH THE CONTEXT SO REQUIRES.
7
21.
HEADINGS. THE VARIOUS HEADINGS IN THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND ARE NOT PART OF THE AGREEMENT.
22.
ASSIGNMENT. THIS AGREEMENT IS NOT ASSIGNABLE
BY EITHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
23.
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 EXPENSE WAS INCURRED. THIS PARAGRAPH SHALL ONLY
APPLY TO IN-KIND BENEFITS AND REIMBURSEMENTS THAT WOULD RESULT IN TAXABLE
COMPENSATION INCOME TO THE EMPLOYEE.
24.
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 COMPANY 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
8
IN WITNESS WHEREOF, the Company and Employee have duly executed this Agreement
as of the day and year first above written.
COMPANY:
DG FASTCHANNEL, INC.
By:
/s/ Omar A. Choucair
Omar A. Choucair
Chief Financial Officer
EMPLOYEE:
/s/ Pamela Maythenyi
PAMELA MAYTHENYI
Signature Page