Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into as of
September 17, 2009, by and between MDI, Inc., a Delaware corporation (the
"Company"), and Rod Wallace, an individual (the "Executive").
RECITALS
WHEREAS, the Company desires to hire Executive and Executive desires to become
employed by the Company through a Canadian subsidiary to be formed or another
Canadian entity outsourced by the Company for such purpose. For purposes hereof,
the Company shall refer to the Company and its Canadian subsidiary or other
Canadian entity used for such purpose; and
WHEREAS, the Company and Executive have determined that it is in their
respective best interests to enter into this Agreement on the terms and
conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1.
EMPLOYMENT TERMS AND DUTIES
1.1
EMPLOYMENT.
THE COMPANY HEREBY EMPLOYS EXECUTIVE, AND EXECUTIVE
HEREBY ACCEPTS EMPLOYMENT BY THE COMPANY, UPON THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT.
1.2
DUTIES.
EXECUTIVE SHALL SERVE AS CHIEF TECHNOLOGY OFFICER FROM
HIS HOME OFFICE IN ONTARIO, CANADA AND SHALL REPORT DIRECTLY TO THE CHIEF
EXECUTIVE OFFICER (THE "CEO").
EXECUTIVE SHALL HAVE THE AUTHORITY, AND PERFORM
THE DUTIES CUSTOMARILY ASSOCIATED WITH HIS TITLE AND OFFICE TOGETHER WITH SUCH
ADDITIONAL DUTIES OF A SENIOR EXECUTIVE NATURE AND COMMENSURATE WITH HIS TITLE
AS MAY FROM TIME TO TIME BE ASSIGNED BY THE CHIEF EXECUTIVE OFFICER.
EXECUTIVE
SHALL DEVOTE HIS FULL WORKING TIME AND EFFORTS TO THE PERFORMANCE OF HIS DUTIES
AND THE FURTHERANCE OF THE INTERESTS OF THE COMPANY AND SHALL NOT BE OTHERWISE
EMPLOYED.
NOTWITHSTANDING THE ABOVE, EXECUTIVE MAY SERVE AS A DIRECTOR OR
TRUSTEE OF OTHER ORGANIZATIONS, OR ENGAGE IN CHARITABLE, CIVIC, AND/OR
GOVERNMENTAL ACTIVITIES PROVIDED THAT SUCH SERVICE AND ACTIVITIES DO NOT PREVENT
EXECUTIVE FROM PERFORMING THE DUTIES REQUIRED OF EXECUTIVE UNDER THIS AGREEMENT
AND FURTHER PROVIDED THAT EXECUTIVE OBTAINS WRITTEN CONSENT FOR ALL SUCH
ACTIVITIES FROM THE COMPANY, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD.
EXECUTIVE MAY ENGAGE IN PERSONAL ACTIVITIES, INCLUDING, WITHOUT LIMITATION,
PERSONAL INVESTMENTS, PROVIDED THAT SUCH ACTIVITIES DO NOT INTERFERE WITH
EXECUTIVE'S PERFORMANCE OF DUTIES HEREUNDER AND/OR THE PROVISIONS OF EXECUTIVE'S
WRITTEN AGREEMENTS WITH THE COMPANY.
1.3
TERM.
THE TERM SHALL COMMENCE ON OCTOBER 1, 2009 (THE "START
DATE") AND, UNLESS EARLIER TERMINATED PURSUANT TO THE AGREEMENT, SHALL CONTINUE
UNTIL THE DATE THAT IS ONE (1) YEAR FOLLOWING THE START DATE (THE "INITIAL
TERM").
THE TERM SHALL BE AUTOMATICALLY EXTENDED AT THE END OF THE INITIAL TERM
OR ANY RENEWAL TERM (AS DEFINED BELOW) FOR AN ADDITIONAL TERM OF ONE (1) YEAR (A
"RENEWAL TERM"), UNLESS EITHER THE COMPANY OR EXECUTIVE PROVIDES NOTICE TO THE
OTHER PARTY AT LEAST THIRTY (30) DAYS PRIOR TO THE TERMINATION DATE OF THE
INITIAL TERM OR THE APPLICABLE RENEWAL TERM OF SUCH PARTY'S DESIRE NOT TO EXTEND
THE TERM. IN