Exhibit 10.1
THIS AGREEMENT IS SUBJECT TO ARBITRATION
STATE OF TEXAS
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COUNTY OF DALLAS
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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