proginet8k041008ex10-1.htm

Exhibit 10.1

March 12, 2008

Sandison Weil

Dear Sandy,

I am pleased to confirm the offer extended to you to join Proginet Corporation as its Executive Vice President of Sales and Marketing, reporting to me.

The proposed terms of employment with Proginet Corporation are as follows:

I. Salary and Bonus

Your starting salary will be $12,500 per semi-monthly pay period, which is equivalent to $300,000 on an annualized basis. In lieu of the variable compensation component during fiscal year 2008 (ending July 31, 2008), you will also receive a monthly bonus payment of $5,000 each month (prorated for any partial month).

In addition, beginning on August 1, 2008, you will be eligible for a quarterly performance bonus with an annual target amount of $100,000. The bonus amount to be paid will be determined based upon the achievement of agreed upon objectives, established by the Board of Directors, as part of the annual business plan process. These objectives will be weighted so that eighty percent of the target amount is based on your performance under your Revenue Plan and twenty percent is based on the achievement of specific objectives. Also, effective August 1, 2008 you will receive a recoverable draw of $5,000 per month to be paid semi-monthly in accordance with normal payroll processing. The draw represents an advance to be offset against bonuses earned. Draw paid in advance and not earned must be returned to Proginet Corporation.

All salary, bonus and draw payments are subject to normal withholdings.

II. Stock Options

As part of your compensation package, subject to the approval of the Board of Directors, you will be granted stock options to purchase 500,000 shares of Proginet Corporation common stock at a grant price, (the “Initial Grant”), at the closing price on the OTC BB on April 8, 2008, in accordance with the following vesting schedules:

Schedule A:

Vesting Date	Number of Options
Date of Initial Grant	100,000
One Yr from Date of Initial Grant	100,000
Two Yrs From Date of Initial Grant	100,000
Total Stock Options	300,000

Schedule B:

Vesting Date	Number of Options
7/31/2009, if performance criteria have been met	50,000
7/31/2010, if performance criteria have been met	50,000
7/31/2011, if performance criteria have been met	50,000
7/31/2012, if performance criteria have been met	50,000
Total Stock Options	200,000

Additionally, on October 31, 2008, you will be granted stock options to purchase 100,000 shares of Proginet Corporation common stock at a grant price based on the closing price on the OTC BB as of October 31, 2008. Such options will vest two years from the grant date based upon meeting performance criteria established by the Board of Directors for an aggregate two year program.

III. Benefits Package

Beginning on the first day of the month following three months of continuous employment from your start date, you are eligible to participate in a comprehensive benefits program including medical, dental, life and disability insurance.

We have also confirmed your continuation of medical insurance coverage as long as you have had prior medical coverage in effect 63 days or less from joining Proginet Corporation. Such coverage must have been fully paid by either you or your former employer.

You will have the opportunity to select from various supplemental medical programs offered through AFLAC. Furthermore, you will also be eligible to participate in a 401(k) Plan and Pre-Tax Flexible Spending Plan. Currently, Proginet matches 50% of the first 6% contributed by the employee to its 401(k) Plan, subject to IRS limitations.

IV. Compensated Absences

From your date of hire through December 31, 2008, you will receive 2 (two) days of vacation per month. Thereafter, you will receive 20 days of paid vacation on an annual basis. You are also entitled to personal time off and sick leave in accordance with Proginet Corporation Human Resource Employee Manual and Procedure Guide.

V. Other Employment Related Documents

As a public company, all employees are also required to sign Proginet’s Confidentiality and Non-Competition Agreement, Code of Business Conduct and Ethics Agreement and Insider Trading Policy Agreement upon joining Proginet.

In addition, because you will be a Section 16 Officer, Proginet Corporation requests that, within (1) business day of signing this letter, you

sign Proginet Corporation’s standard form power of attorney to facilitate the filing of Forms 3, 4 and 5 by Proginet Corporation on your behalf, and

either provide your existing SEC Central Index Key (CIK) information or sign a completed Form ID to obtain a CIK.

VI. Change of Ownership Control

If a Change of Ownership Control occurs during your tenure at Proginet Corporation, all options previously granted shall vest immediately.

VII. Termination

If, in the event:

Proginet Corporation terminates your employment for any reason other than Cause, your death, or Disability, or

you terminate your employment following a Constructive Termination,

then subject to your delivery of a signed release of claims in a form reasonably satisfactory to Proginet Corporation, you will be entitled to:

Continuation for a period of six months of your base salary, paid in accordance with Proginet Corporation's payroll practices,

ii.

Continuation for a period of three months of the vesting of your then outstanding Proginet Corporation stock options, and

iii.

Continuation of your then existing and subscribed to benefits for six months.

In the event of termination for Cause, you will not be entitled to any such payments, salary, bonus, or benefits.

VIII. At-Will Employment

If you choose to accept this offer, please understand your employment is voluntarily entered into and is for no specific period. As a result, you are free to resign at any time, for any reason, or for no reason. Similarly, Proginet Corporation is free to conclude its at-will employment relationship with you at any time, with or without cause.

Sandy, we trust that you agree with the Proginet Board of Directors, that you have a great contribution to make to Proginet Corporation. We are confident that you will find working at Proginet a rewarding experience. We look forward to a favorable reply and the opportunity of working with you to create a successful company.

You will also find enclosed, the Executive Vice President of Sales and Marketing Corporate Package. This document is to serve as a broader position overview for your review.

To indicate your acceptance of this offer of employment, please sign and date this confirmation form and return it to Proginet Corporation. This letter, along with the Proginet Corporation Human Resource Employee Manual and Procedure Guide and other policy documents applicable to Proginet Corporation employees and the Plan Documents governing the health and welfare benefit plans, all which you will receive shortly, sets forth the terms of your employment with Proginet Corporation and supersedes any prior representations or agreements, whether written or oral.

Importantly, your employment with Proginet Corporation is contingent on a background check. The terms and conditions in the Proginet Corporation Human Resource Employee Manual and Procedure Guide and the Plan Documents are subject to change at any time by Proginet Corporation and/or Board of Directors, subject to requirements of federal, state or local law. This letter may only be modified by a written agreement signed by you and the President and CEO of Proginet Corporation.

This offer will expire at noon Eastern Daylight Time on April 4, 2008.

________________________________________________

Kevin M. Kelly

President & CEO

Please indicate acceptance of this offer by returning this form with your signature.

I agree to and accept the enclosed offer of employment with Proginet Corporation. I agree that my start date will be on or about April 7, 2008.


Sandison Weil		Date of Acceptance

Encl.

Certain Definitions

For purposes of this letter, we have identified certain definitions for your review:

"Cause" means only: the commission of a felony by you intended to result in your substantial personal enrichment at Proginet Corporation’s expense, conviction of a crime involving moral turpitude, or willful failure to perform your duties to Proginet Corporation, which failure is deliberate, results in injury to Proginet Corporation, and continues for more than 15 days after written notice is given to you. For purposes of this definition, no act or omission is considered to have been "willful" unless it was not in good faith and you had knowledge at the time that the act or omission was not in the best interests of Proginet Corporation.

"Change of Ownership Control" means any sale of all or substantially all of Proginet Corporation’s assets, or any merger, consolidation, or stock sales that results in the holders of Proginet Corporation’s capital stock immediately prior to such transaction owning less than 50% of the voting power of Proginet Corporation’s capital stock immediately after such transaction.

"Constructive Termination" means a material diminution of duties, a change in title or reporting relationship, a change greater than 25 miles in the location of your designated work place for Proginet Corporation, a reduction in base salary, or the failure of any successor to the assets or business through any Change of Ownership Control to fully assume all obligations of Proginet Corporation under this agreement.

"Disability" means an illness, injury or other incapacitating condition as a result of which you are unable to perform your duties at Proginet Corporation for any six (6) consecutive months. In any such event, Proginet Corporation, in its sole discretion, may terminate your employment by giving you notice of termination for Disability. You agree to submit to such medical examinations as may be necessary to determine whether a Disability exists, pursuant to such reasonable requests made by Proginet Corporation from time to time, and any determination as to the existence of a Disability shall be made by a physician selected by Proginet Corporation.