|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements
of Certain Officers.
|
On December 23, 2020, Cinedigm Corp. (the “Company”)
entered into an employment agreement with Gary S. Loffredo (the “Loffredo Employment Agreement”). The Loffredo Employment
Agreement takes effect on January 1, 2021 and replaces the surviving terms of the employment agreement with Mr. Loffredo dated
October 13, 2013, and has a term ending on March 31, 2023. Pursuant to the Employment Agreement, Mr. Loffredo will serve as President,
and continue to serve as the Chief Operating Officer, General Counsel and Secretary, of the Company.
The Loffredo Employment Agreement also provides that Mr. Loffredo
will receive an annual base salary of $460,000 (as subject to adjustment, the “Loffredo Base Salary”) and will be eligible
for (i) under the Company’s Management Annual Incentive Plan, a target bonus opportunity of $322,000 (the “Loffredo
Target Bonus”) consistent with goals established from time to time by the Compensation Committee (the “Compensation
Committee”) of the Company’s Board of Directors, (ii) under the Company’s 2017 Equity Incentive Plan (the “Plan”),
performance share units for up to 150,000 shares of the Company’s Class A common stock (the “Common Stock”),
subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and such other terms
as the Compensation Committee shall determine, and (iii) under the Plan, 1,200,000 stock appreciation rights (“SARs”)
having an exercise price of $.64 and a term of ten (10) years, and vesting as follows: 500,000 SARs vest on March 31, 2022, 500,000
SARS vest on March 31, 2023, and 200,000 SARs vest on June 30, 2023. Mr. Loffredo will also be entitled to participate in all benefit
plans and programs that the Company provides to its senior executives.
The Loffredo Employment Agreement provides that, in the event
of a termination without Cause (as defined in the Loffredo Employment Agreement) or a resignation for Good Reason (as defined in
the Employment Agreement), Mr. Loffredo shall be entitled to payment of twelve (12) months’ Loffredo Base Salary at the time
of termination. In the event, within two (2) years after a Change in Control (as defined in the Plan), of a termination without
Cause (other than due to Mr. Loffredo’s death or disability), a resignation for Good Reason, or upon notice by the Company
that it does not wish to renew the Term (as defined in the Loffredo Employment Agreement), then in lieu of receiving the amounts
described above, Mr. Loffredo would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current
annual Loffredo Base Salary and (b) the Loffredo Target Bonus for the year of termination.
On December 23, 2020, the Company entered into an employment
agreement with Erick Opeka (the “Opeka Employment Agreement”). The Opeka Employment Agreement takes effect on January
1, 2021 and replaces the employment agreement with Mr. Opeka dated September 15, 2018, and has a term ending on September 15, 2023.
Pursuant to the Employment Agreement, Mr. Opeka will serve as Chief Strategy Officer of the Company and President of Cinedigm Networks.
The Opeka Employment Agreement also provides that Mr.
Opeka will receive an annual base salary of $400,000 (as subject to adjustment, the “Opeka Base Salary”) and will
be eligible for (i) under the Company’s Management Annual Incentive Plan, a target bonus opportunity of $240,000 (the
“Opeka Target Bonus”) consistent with goals established from time to time by the Compensation Committee, (ii)
under the Plan, performance share units for up to 150,000 shares of Common Stock, subject to EBITDA targets to be determined
in the sole and absolute discretion of the Compensation Committee and such other terms as the Compensation Committee shall
determine, and (iii) under the Plan, 1,200,000 stock appreciation rights (“SARs”) having an exercise price of
$.64 and a term of ten (10) years, and vesting as follows: 500,000 SARs vest on March 31, 2022, 500,000 SARs vest on March
31, 2023, and 200,000 SARs vest on December 31, 2023. Mr. Opeka will also be entitled to participate in all benefit plans and
programs that the Company provides to its senior executives.
The Opeka Employment Agreement provides that, in the event of
a termination without Cause (as defined in the Opeka Employment Agreement) or a resignation for Good Reason (as defined in the
Employment Agreement), Mr. Opeka shall be entitled to payment of twelve (12) months’ Opeka Base Salary at the time of termination.
In the event, within two (2) years after a Change in Control (as defined in the Plan), of a termination without Cause (other than
due to Mr. Opeka’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish
to renew the Term (as defined in the Opeka Employment Agreement), then in lieu of receiving the amounts described above, Mr. Opeka
would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current annual Opeka Base Salary
and (b) the Opeka Target Bonus for the year of termination.
The foregoing descriptions of the Loffredo Employment Agreement
and the Opeka Employment Agreement are qualified in their entirety by reference to such agreements, which are filed herewith as
Exhibit 10.1 and Exhibit 10.2.