Item 8.01 Other Events

On April 29, 2009, the Board of Directors of DG FastChannel, Inc. approved an amendment to the DG FastChannel, Inc. 2006 Long-Term Stock Incentive Plan to modify Section 8(e) of the Plan to read as follows:

"The Committee shall have the power to modify, cancel, extend or renew outstanding Options and to authorize the grant of new Options and/or Restricted Stock Awards in substitution therefor (regardless of whether any such action would be treated as a repricing for financial accounting or other purposes), provided that (except as permitted by Section 13(a) of the Plan) any such action may not reprice any outstanding Option, directly or indirectly, or replace an Option with another Award or cash with a higher intrinsic value than the value of the Option at the time of its replacement without the approval of the stockholders of the Company, and without the written consent of any affected Optionee, (i) impair any rights under any Option previously granted to such Optionee, (ii) cause the Option or the Plan to become subject to Section 409A of the Code, or (iii) cause any Option to lose its status as "performance-based" compensation under Section 162(m) of the Code. Any outstanding Incentive Stock Option that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code."

The amended Plan will be presented for shareholder approval at the company's Annual Meeting of Shareholders to be held on Monday, May 11, 2009.

A copy of the DG FastChannel, Inc. 2006 Long-Term Stock Incentive Plan incorporating the amendment (marked to show the amendment) is attached as Exhibit 10.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description of Exhibit
10.1 DG FastChannel, Inc. 2006 Long-Term Stock Incentive Plan, as amended.

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