Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
(c) As of September 13, 2021, Cinedigm
Corp. (the “Company”) entered into an employment agreement with John Canning (the “Canning Employment Agreement”),
pursuant to which Mr. Canning will serve as Chief Financial Officer of the Company. The term of the Employment Agreement will commence
on September 13, 2021 and will end on September 13, 2023. Pursuant to the Employment Agreement, Mr. Canning will receive an
annual base salary of $350,000. In addition, Mr. Canning will be eligible for bonuses, with a target bonus of $175,000, which bonuses
shall be based on Company performance with goals to be established annually by the Compensation Committee of the Company’s Board
of Directors (the “Compensation Committee”). Mr. Canning is also entitled to a sign-on bonus of $50,000, which must be repaid
to the Company if, September 13, 2022, Mr. Canning is terminated for Cause (as defined in the Canning Employment Agreement) or voluntarily
resigns without Good Reason (as defined in the Canning Employment Agreement).
Also pursuant to the Canning Employment Agreement, Mr. Canning received
a grant of (i) stock appreciation rights (the “SARs”) for 600,000 shares of the Company’s Class A common stock par value
$0.001 per share (the “Common Stock”), which SARs have an exercise price of $2.10 per share, vest one-half (1/2) on September
13, 2022 and one-half (1/2) on September 13, 2023, and have a term of ten (10) years and (ii) performance stock units (the “PSUs”)
for 150,000 shares of Common Stock, with 25% of the PSUs to be earned and vested on March 31, 2022 and 75% of the PSUs to be earned and
vested on March 31, 2023 and metrics to be determined by Compensation Committee.
The Canning Employment Agreement further provides
that Mr. Canning is entitled to participate in all benefit plans provided to senior executives of the Company. The Canning
Employment Agreement provides that, in the event of a termination without Cause (as defined in the Canning Employment Agreement) or a
resignation for Good Reason (as defined in the Canning Employment Agreement), Mr. Canning shall be entitled to payment of twelve (12)
months’ base salary at the time of termination. In the event, within two (2) years after a Change in Control (as defined in the
Canning Employment Agreement), of a termination without Cause (other than due to Mr. Canning’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 Canning Employment Agreement),
then in lieu of receiving the amounts described above, Mr. Canning would be entitled to receive a lump sum payment equal to two (2) times
the sum of (a) his then-current annual base salary and (b) Mr. Canning’s target bonus for the year of termination.
Prior to Cinedigm, Mr. Canning was the CFO of Firefly Systems Inc.,
an ad-tech startup in Silicon Valley, from 2019 to August 2021. From 2018-2019, he was the interim CFO at Tapjoy, Inc., also an ad-tech
company. From 2016-2018, Mr. Canning was Group Vice President, Finance, Discovery Channel Portfolio. Prior to that, Mr. Canning served
in various finance leadership roles at various companies including Clear Channel Outdoor and The Walt Disney Company for a combined total
of nearly 10 years. Prior to Disney, Canning enjoyed a successful management consulting career, spending more than a dozen years at prominent
firms including Deloitte and KPMG, after earning his MBA with honors from the Marshall School of Business at USC.
The foregoing descriptions of the Employment Agreement, the SARs and
the PSUs are qualified in their entirety by reference to such agreements, which are filed herewith as Exhibits 10.1, 10.2 and 10.3.
On September 14, 2021, the Company issued the press release attached
hereto as Exhibit 99.1 and incorporated by reference herein.