exh10-1_1381765.htm


    EXHIBIT 10.1

    


    


    


    


    
      



    


    


    


    


    


    


    Cinedigm
Digital Cinema Corporation

    Management
Annual Incentive Plan

    


    Plan
Document

    Effective
– April 1, 2009

    


     

     

     

     

     

     

     

    



    
      
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    Section
1.  Purpose

     

    The
purposes of the Plan are to promote the success of the Company; to provide
certain Employees with an opportunity to receive incentive compensation
dependent upon that success; and to attract, retain and motivate such
individuals.

     

    Section
2.  Definitions

     

    Award - means any
payment earned in accordance with the provisions of the Plan.

     

    Board of Directors -
The Board of Directors of the Company.

     

    Cause - Either (a)
cause as defined in a Participant’s employment contract or, in the absence of
such a definition, (b) cause as determined by the Committee.

     

    Committee – The
Compensation Committee of the Board of Directors of the Company

     

    Company -
Cinedigm Digital Cinema Corporation and its successors.

     

    Compensation Formula
- means, for a Performance Period, one or more formulas or standards established
by the Committee for purposes of determining whether or the extent to which an
Award has been earned based on the level of performance attained with respect to
one or more Performance Goals. Compensation Formulas may vary from Performance
Period to Performance Period and from Participant to Participant and may be
established individually, alternatively, or in any combination.

     

    Disability - means
(a) disability as defined in a Participant’s employment contract or, in the
absence of such a definition, (b) total disability within the meaning of the
Company’s long-term disability plan as in effect from time to time or (c) if
there is no such plan at the applicable time, physical or mental incapacity as
determined solely by the Committee.

     

    Employee - An
employee of the Company.

     

    Payment Date - The
date any Awards payable under the Plan are paid to Participants

     

    Participant - An
Employee designated from time to time by the Committee to participate in the
Plan.

     

    Performance Goal –
The level of performance that is established by the Committee as the performance
goal with respect to the performance measure. Performance Goals may vary from
Performance Period to Performance Period and from Participant to Participant and
may be established individually, alternatively, or in any
combination.

     

    Performance Measure -
One or more measures selected by the Committee to measure Company, Segment,
Division, or individual performance for a Performance Period. Performance
Measures may vary from Performance Period to Performance Period and from
Participant to Participant and may be established individually, alternatively,
or in any combination, and subject to such modifications or variations as the
Committee may specify.

     

    Performance Period –
means one or more periods of time as the Committee may designate over which the
attainment of one or more Performance Goals will be measured.

     

    Plan – This Cinedigm
Management Annual Incentive Plan (MAIP)

     

     

    
      
        
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    Retirement - means
retirement from the employ of the Company (other than for Cause) at or after the
age 65 or, if prior to age 65 but at or after age 55, with the advance consent
of the Committee.

     

    Section 3.
Participation

     

    
      	
               
      

            	
              3.1.

            	
              In General -
      Participants shall be selected by the Committee from among those Employees
      who, in the opinion of the Committee, are in a position to make
      significant contributions to the success of the Company. The selection of
      an Employee as a Participant with respect to a Performance Period shall
      not entitle such individual to be selected as a Participant with respect
      to any other Performance Period. If, due to hiring, promotion, or
      demotion, the Committee determines that an Employee becomes eligible to
      participate in the Plan for a Performance Period, or that a Participant
      ceases to be so eligible, then the Committee shall have the discretion to
      provide that such individual shall be eligible for a prorated Award, as
      and to the extent it may determine.

            


    

     

    Section 4.
Awards

     

    
      	
               
      

            	
              4.1

            	
              Award
      Schedule - The
      Committee shall establish, in writing, an Award Schedule for each
      Performance Period.
      The Award Schedule shall set forth the applicable Performance Period,
      Performance Measure(s), Performance Goal(s), and Compensation Formula(s)
      and such other information as the Committee may determine. Award Schedules
      may vary from Performance Period to Performance Period and from
      Participant to Participant. 

            


    

     

    
      	
               
      

            	
              4.2

            	
              Award Determination - As
      soon as practicable after the close of each Performance Period, the amount
      of the Award, if any, earned by a Participant for such Performance Period
      shall be determined in accordance with the Participant’s Compensation
      Formula(s). A Participant shall be eligible to receive a payment in
      respect of an Award only to the extent derived from the Compensation
      Formula(s) as applied against the level of performance actually achieved
      with respect to the Performance Goal(s) for such Performance Period;
      provided, however, that the Committee may use its discretion to increase
      or decrease the amount of the Award otherwise payable. All determinations
      regarding the achievement of Performance Goal(s) and the amounts earned by
      a Participant will be made by the
Committee.

            


    

     

    
      	
               
      

            	
              4.3

            	
              Award Payment - Awards
      shall be paid as soon as practical after the amount thereof has been
      determined, but in no event more than two and a half months after the end
      of the Performance Period with respect to which such Award was earned.
      Awards may be paid in cash, Company common stock (or common stock units),
      or a combination thereof, as determined by the Committee. Awards of
      Company common stock and common stock units may be subject to such
      conditions as the Committee may determine and shall be made under, and in
      accordance with the terms of, 2000 Equity Incentive Plan of Access
      Integrated Technologies, Inc.

            


    

     

    
      
        
          	
                   
      

                	
                  4.4

                	
                  Clawback Provision - To
      the extent permitted by law, if the Compensation Committee determines that
      a Participant has received an Award based on the achievement of financial
      results or other criteria that were subsequently determined to be
      incorrect and the amount of such Award would have been less had such
      financial results or other criteria been correct,
  then

                


        

         

      

    

     

    
      
        
          
            
              
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              the
      Compensation Committee may seek to recover from such Participant all or
      part of such Award as it deems appropriate under the circumstances, or may
      reduce future Award payments
accordingly.

            


    

     

    Section 5. Termination of
Employment

     

    
      	
               
      

            	
              5.1.

            	
              In General -
      Notwithstanding Section 4, no Award shall be payable to a
      Participant with respect to a Performance Period if such Participant is
      not an Employee on the date of payment of such Award, except as otherwise
      provided in the Award Schedule or this Section
  5.

            


    

     

    
      	
               
      

            	
              5.2.

            	
              Death, Disability or Retirement
      - If a Participant’s employment with the Company terminates due to
      death, Disability or Retirement, the Participant or his estate, as the
      case may be, may be paid a prorated Award or such other amount as the
      Committee may determine, at the same time that Awards are otherwise paid
      under the Plan.

            


    

     

    Section 6. Administration of
the Plan

     

    
      	
               
      

            	
              6.1

            	
              In General - The
      Committee will have full and complete authority, in its sole and absolute
      discretion, (i) to exercise all of the powers granted to it under the
      Plan, (ii) to construe, interpret and implement the Plan and any related
      document, (iii) to prescribe, amend and rescind rules relating to the
      Plan, (iv) to make all determinations necessary or advisable in
      administering the Plan, and (v) to correct any defect, supply any omission
      and reconcile any inconsistency in the
Plan.

            


    

     

    
      	
               
      

            	
              6.2

            	
              Determinations - The
      actions and determinations of the Committee or others to whom authority is
      delegated under the Plan on all matters relating to the Plan and any
      Awards will be final and conclusive. Such determinations need not be
      uniform and may be made by it selectively among persons who receive, or
      are eligible to receive, Awards under the Plan, whether or not such
      persons are similarly situated.

            


    

     

    
      	
               
      

            	
              6.3

            	
              Appointment of Experts -
      The Committee may appoint such accountants, counsel, and other
      experts as it deems necessary or desirable in connection with the
      administration of the Plan.

            


    

     

    
      	
               
      

            	
              6.4

            	
              Delegation - The
      Committee may delegate to Employees the authority to execute and deliver
      such instruments and documents, to do all such acts and things, and to
      take all such other steps deemed necessary, advisable or convenient for
      the effective administration of the Plan in accordance with its terms and
      purposes.

            


    

     

    
      	
               
      

            	
              6.5

            	
              Books and Records - The
      Committee and others to whom the Committee has delegated such duties shall
      keep a record of all their proceedings and actions and shall maintain all
      such books of account, records and other data as shall be necessary for
      the proper administration of the
Plan.

            


    

     

    
      	
               
      

            	
              6.6

            	
              Payment of Expenses
      -  The Company shall pay all reasonable expenses of
      administering the Plan, including, but not limited to, the payment of
      professional and expert fees.

            


    

     

    


    
      
        
          
            
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7.
Miscellaneous

     

    
      	
               
      

            	
              7.1

            	
              Nonassignability - No
      Award will be assignable or transferable (including pursuant to a pledge
      or security interest) other than by will or by laws of descent and
      distribution.

            


    

     

    
      	
               
      

            	
              7.2

            	
              Withholding Taxes -
      Whenever payments under the Plan are to be made or deferred, the
      Company will withhold therefrom, or from any other amounts payable to or
      in respect of the Participant, an amount sufficient to satisfy any
      applicable governmental withholding tax requirements related thereto in
      accordance with the Company’s normal payroll
  practices.

            


    

     

    
      	
               
      

            	
              7.3

            	
              Amendment or Termination of the
      Plan - The Plan may be amended or terminated by the Committee in
      any respect.

            


    

     

    
      	
               
      

            	
              7.4

            	
              Other Plans, Payments or Awards
      -   The adoption of the Plan shall not be construed
      as creating any limitations on the power of the Board of Directors of the
      Company or the Committee to adopt such other incentive arrangements as
      either may deem desirable, including, without limitation, cash or
      equity-based compensation arrangements, either tied to performance or
      otherwise.

            


    

     

    
      	
               
      

            	
              7.5

            	
              Payments to Other Persons -
      If payments are legally required to be made to any person other
      than the person to whom any amount is payable under the Plan, such
      payments will be made accordingly. Any such payment will be a complete
      discharge of the liability of the Company under the
  Plan.

            


    

     

    
      	
               
      

            	
              7.6

            	
              Unfunded Plan - Nothing
      in this Plan will require the Company to purchase assets or place assets
      in a trust or other entity to which contributions are made or otherwise to
      segregate any assets for the purpose of satisfying any obligations under
      the Plan. Participants will have no rights under the Plan other than as
      unsecured general creditors of the
Company.

            


    

     

    
      	
               
      

            	
              7.7

            	
              Limits of Liability -
      Neither the Company nor any other person participating in any
      determination of any question under the Plan, or in the interpretation,
      administration or application of the Plan, will have any liability to any
      party for any action taken or not taken in good faith under the
      Plan.

            


    

     

    
      	
               
      

            	
              7.8

            	
              No Right of Employment -
      Nothing in this Plan will be construed as creating any contract of
      employment or conferring upon any Employee or Participant any right to
      continue in the employ or other service of the Company or limit in any way
      the right of the Company to change such person’s compensation or other
      benefits or to terminate the employment or other service of such person
      with or without Cause.

            


    

     

    
      	
               
      

            	
              7.9

            	
              Section Headings - The
      section headings contained herein are for convenience only, and in the
      event of any conflict, the text of the Plan, rather than the section
      headings, will control.

            


    

     

    
      	
               
      

            	
              7.10

            	
              Invalidity - If any term
      or provision contained herein is to any extent invalid or unenforceable,
      such term or provision will be reformed so that it is valid, and such
      invalidity or unenforceability will not affect any other provision or part
      hereof.

            


    

     

     

    
      
        
          
            
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              7.11

            	
              Applicable Law - The
      Plan will be governed by the laws of the State of New Jersey, as
      determined without regard to the conflict of law principles
      thereof.

            


    

     

    
      	
               
      

            	
              7.12

            	
              Dispute Resolution - Any
      controversy or claim related in any way to the Plan shall be resolved by
      arbitration on a de novo standard pursuant to this paragraph and the then
      current rules of the American Arbitration Association. The arbitration
      shall be held in the city in which the headquarters of the Company is
      located, before an arbitrator who is an attorney knowledgeable of
      employment law. The arbitrator’s decision and award shall be final and
      binding and may be entered in any court having jurisdiction thereof. The
      arbitrator shall not have the power to award punitive or exemplary
      damages. Issues of arbitrability shall be determined in accordance with
      the federal substantive and procedural laws relating to arbitration; all
      other aspects shall be interpreted in accordance with the laws of the
      State of New Jersey. Each party shall bear its own attorneys’ fees
      associated with the arbitration and other costs and expenses of the
      arbitration shall be borne as provided by the rules of the American
      Arbitration Association.

            


    

     

    
      	
               
      

            	
              7.13

            	
              Effective Date - The
      Plan is effective as of April 1,
2009.

            


    

    


     

     

     

     

     

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