exv10w1







Exhibit 10.1




Majesco Entertainment Company

2011 Executive Officer Incentive Bonus Program



The 2011 incentive bonus program of Majesco Entertainment Company (the “Company”) applies to the
Company’s executive officers and other management. The program is comprised of two components, a
funding component and an allocation component. The funding component is the basis on which the
dollar amount of the bonus pool to be allocated among all participants is calculated and is based
on the achievement by the Company of financial and operational goals (the “Goals”). The allocation
component is the basis on which the actual bonus amount will be paid to each participant.



If the Company meets all of the Goals set forth below, the bonus pool for
executive officers will be $433,000 (the “Bonus Target”). All payments will be made no later than
January 15, 2012. The Bonus Target is determined as follows:




GOALS



The financial goal (the “Financial Goal”) accounts for 75% of the Bonus Target, and is determined
by a measure of net income as adjusted for certain non-operational
items.



The purpose of the operational goals (the “Operational Goals”) is to provide incentives for
activities important to the Company’s long-term value, outside of immediate financial impact. The
Operational Goals address the following such areas:





	 	•	 	Emerging digital platforms
	 
	 	•	 	Focus on key customer accounts/retail placement
	 
	 	•	 	Franchise creation
	 
	 	•	 	Intellectual property/content license acquisition




The four Operational Goals each account for 6.25% of the Bonus Target, and are as follows:





	 	•	 	Achieve a defined revenue target for titles on emerging digital platforms;
	 
	 	•	 	Franchise Creation: for one of the Company’s top four titles
in 2011 (“Top Titles”), exceed the Company’s original internal
forecast by 50% (150% of forecast inclusive of all versions of the title); and
	 
	 	•	 	Key Customer Account (“Key Accounts”) focus for the
Top Titles:






	 	§ 	 	Achieve placement in at least 80% of the Key Accounts for each Top Title;
	 
	 	§ 	 	Total revenue from each Top Title for Key Accounts should be at least 75% of the forecasted estimate
for each account;






	 
	 	•	 	Achieve positive gross contribution on all 2011-launched titles.





PAYMENT



If all of the Goals are achieved, the full Bonus Target will be paid. However, the Bonus Target can
be increased if the Financial Goal is exceeded. Similarly, if all of the Goals are not achieved,
the Bonus Target will be reduced as follows:





	 	•	 	If the Financial Goal is achieved, 75% of the Bonus Target will be earned.




 









 












	 	•	 	If the Financial Goal is partially achieved, a percentage less than 75% of the Bonus Target will be earned.
	 
	 	•	 	Each Operational Goal is either achieved or not, each counting for 6.25% towards the Bonus Target.
	 
	 	•	 	If the Financial Goal is achieved, even partially, some percentage of the Bonus Target would be earned,
even if no Operational Goals are achieved.
	 
	 	•	 	If all of the Operational Goals are achieved (4 x 6.25%), 25%
of the Bonus Target could be earned under certain circumstances, even if
the Financial Goal is not achieved. However, there will be no payout
if only Operational Goals are achieved if such payout would result in
a net loss under the net income calculation pursuant to the Plan.





ALLOCATION



The Bonus Target will be allocated pro rata among the participants based on their target bonus
amounts set forth below. Subject to the terms of any individual’s employment agreement, an
individual must be employed by the Company on the last day of the Company’s fiscal year in order to
be eligible to receive payment under the program. If any participant is not entitled to a payment,
their pro rata portion will not be allocated to the other participants.




	 	 	 	 	 
	Name	 	Position	 	Target Bonus
	Jesse Sutton

	 	Chief Executive Officer
	 	100% of annual salary, or $363,000
	Michael Vesey

	 	Interim Chief
Financial Officer
	 	35% of annual salary, or $70,000