##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended February 28, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 COMMISSION FILE NO. 000-24452
 PREMIER EXHIBITIONS, INC.
 (Exact name of registrant as specified in its charter)
 Florida(State or other jurisdiction of 
incorporation or organization)
    
    20-1424922(I.R.S. Employer
Identification No.)
 3340 Peachtree Rd., N.E., Suite 900
Atlanta, GA 30326  (Address of principal executive offices)
 Registrants telephone number, including area code:
404-842-2600
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.0001 per share
    
    The Nasdaq Stock Market LLC
(Nasdaq Global Market)
 Securities registered pursuant to Section 12(g) of the Act:
None
 Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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##### 



PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
    
    
    1PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    2ITEM 11. EXECUTIVE COMPENSATION
    
    
    6ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    18ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
    
    
    20ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    21PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    21Exhibit 31.1Exhibit 31.2Exhibit 32.1




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
 Stock Performance Graph
 ®
 
 2003
    
    
    2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010Premier Exhibitions, Inc.
    
    $
    100
    
    
    $
    1,714
    
    
    $
    1,643
    
    
    $
    5,757
    
    
    $
    15,457
    
    
    $
    7,229
    
    
    $
    1,143
    
    
    $
    1,800Standard & Poors 600 Small Cap Index
    
    $
    100
    
    
    $
    154
    
    
    $
    180
    
    
    $
    205
    
    
    $
    221
    
    
    $
    204
    
    
    $
    112
    
    
    $
    182Russell 3000® Index
    
    $
    100
    
    
    $
    141
    
    
    $
    152
    
    
    $
    168
    
    
    $
    188
    
    
    $
    185
    
    
    $
    102
    
    
    $
    158
  1




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  DirectorName and Background
    
    SinceWilliam M. Adams, age 39, has served as one
of our directors since January 2009. Mr.
Adams has been a Principal with Alpine
Investors, LP since September 2001. Alpine
Investors, LP is a private equity investor
in micro-cap companies, focused on firms
with less than $100 million of revenue. The
firm currently manages $250 million. Mr.
Adams focuses primarily on managing and
monitoring the operational performance of
portfolio companies and developing and
implementing growth strategies. Leveraging
early career roles that included marketing
and sales positions at The Clorox Company
and strategic work as a management
consultant at The Mitchell Madison Group, a
global strategic consulting practice, he
works most closely with Alpines consumer,
retail and direct marketing oriented
businesses. Mr. Adams serves on the Boards
of Directors of Direct Marketing Solutions,
Inc., Lighting By Gregory, McKissock and
YLighting, all of which are private
companies. He received a Master of Business
Administration from the Kellogg Graduate
School of Management at Northwestern
University and a Bachelor of Arts from
Colgate University.
    
    
    2009The Board believes that Mr. Adams
experience with smaller cap companies,
particularly with regard to growth
strategies, qualifies him to serve as a
member of the Board of Directors.Douglas Banker, age 58, has served as one of
our directors since August 2000. Mr.
Bankers more than 35 years of experience in
the entertainment industry includes
providing management services to musicians
and recording artists; marketing,
merchandising, licensing, and sales of music
media products; and the development and
management of concerts and similar events.
Mr. Banker is currently Vice President of
McGhee Entertainment, a successful artist
management company with offices in Los
Angeles and Nashville. McGhee Entertainment
has managed and marketed the careers of many
successful recording artists, including Bon
Jovi, Motley Crue, Scorpions, KISS, Hootie &
The Blowfish, Ted Nugent, Asian pop-star
Tata Young and country music stars Chris
Cagle and Darius Rucker. Mr. Banker also
served as President of the Board of the
Motor City Music Foundation in Detroit,
Michigan from 1996 to 2000.
    
    
    2000The Board believes that Mr. Bankers
entertainment and marketing experience and
his experience in international markets
makes him well suited to service on the
Board of Directors of the Company.Ronald C. Bernard, age 67, has served as one
of our directors since September 2009. Mr.
Bernard has been President of LWB Media
Consulting, a company that provides
consulting to private equity firms investing
in media-related companies, since 2004, and
a Managing Director of Alvarez and Marsal, a
professional services firm, since September
2009. Prior to that time Mr. Bernard served
as Chief Executive Officer of Sekani, Inc.,
a privately held media licensing and digital
media asset management company from 2000 to
2003, and as President of NFL Enterprises
from 1994 to 2000, where he focused on the
National Football Leagues media businesses
and international operations. From 1987 to
1993 Mr. Bernard served as President of
Viacom Network Enterprises. He also
previously served as a director of Atari,
Inc. Mr. Bernard received a Master of
Business Administration from Columbia
University and a Bachelor of Arts from
Syracuse University. Mr. Bernard is also a
Certified Public Accountant.
    
    
    2009The Board believes that Mr. Bernards media
experience and his experience as a Certified
Public Accountant make him qualified to
serve as a director of the Company.
  2




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DirectorName and Background
    
    SinceChristopher J. Davino, age 44, has served as
one of our directors since January 2009 and
as our President and Chief Executive Officer
since September 2009. From January through
August 2009, Mr. Davino served as our
interim Chief Executive Officer. From 2007
to 2009, he was a principal and head of the
Corporate Rescue Group of XRoads Solutions
Group, LLC, a corporate restructuring
management consulting company. At XRoads,
Mr. Davino oversaw a national advisory
practice of approximately 30 professionals
providing strategic, operational and
financial advice, interim and crisis
management, and transactional services to
financially distressed middle market
companies and their various creditor and
interest holder constituencies.
Transactional services included mergers and
acquisitions, debt and equity capital
raising and balance sheet recapitalizations.
From early 2006 until 2007, Mr. Davino was
President of Osprey Point Advisors, LLC, a
firm providing consulting and investment
banking services to companies, including
capital raising and mergers and acquisitions
transactional services. From July 2004
through December 2005, Mr. Davino was
President of E-Rail Logistics Inc., a
rail-based logistics company, which he
founded. Prior to that position, he worked
as a restructuring professional at Financo
Inc., an investment banking firm,
Wasserstein Perella Co., an investment
banking firm, and Zolfo Cooper & Co., an
advisory and interim management firm
providing restructuring services. Mr. Davino
was previously a member of the Board of
Directors of Hirsh International Corp., a
public company, and has recently served as
Chairman of the Board of Directors of Pendum
Inc., a national ATM servicing business and
a private company, where he directed the
companys restructuring activities,
including the sale of the business. Mr.
Davino received his Bachelor of Science from
Lehigh University.
    
    
    2009The Board believes Mr. Davino is qualified
to serve as a director not only because of
his extensive executive management
experience, but also because his insight as
Chief Executive Officer of the Company is
valuable to the Board.Jack Jacobs, age 64, has served as one of
our directors since January 2009. Mr. Jacobs
has been a principal of The Fitzroy Group,
Ltd., a firm that specializes in the
development of residential real estate in
London and invests both for its own account
and in joint ventures with other
institutions, for the past five years. He
has held the McDermott Chair of Politics at
West Point since 2005 and has served as an
NBC military analyst since 2002. Mr. Jacobs
was a co-founder and Chief Operating Officer
of AutoFinance Group Inc., one of the firms
to pioneer the securitization of debt
instruments, from 1988 to 1989; the firm was
subsequently sold to KeyBank. He was a
Managing Director of Bankers Trust
Corporation, a diversified financial
institution and investment bank, where he
ran foreign exchange options worldwide and
was a partner in the institutional hedge
fund business. He retired in 1996 to pursue
investments. Mr. Jacobs military career
included two tours of duty in Vietnam, where
he was among the most highly decorated
soldiers, earning three Bronze Stars, two
Silver Stars and the Medal of Honor, the
nations highest combat decoration. He
retired from active military duty as a
Colonel in 1987. Mr. Jacobs also serves as a
member of the Board of Directors of Xedar
Corporation and Visual Management Systems.
Mr. Jacobs earned a Bachelor of Arts and a
Masters degree from Rutgers University.
    
    
    2009The Board believes Mr. Jacobs is qualified
to serve on the Board of Directors of the
Company because of his extensive executive
management experience and his leadership
skills.Stephen W. Palley, age 65, has served as one
of our directors since September 2009. Mr.
Palley is a consultant to Consensus
Securities, LLC, a broker dealer, where he
engages in investment banking services. From
2005 to March 2010, he served as an
Executive Director of Pali Capital, an
investment bank in New York. Prior to that
time, Mr. Palley served as a consultant to
LLJ Capital, L.L.C., providing financial
advisory services, principally to distressed
companies in the telecom and media
industries. From 1999 to 2002 Mr. Palley
served as President and Chief Executive
Officer of Source Media, Inc.,  and from
1997 to 1999 as a consultant to media
companies through PSW Enterprises. From
1986 through 1996 Mr. Palley served as
Executive Vice President and Chief Operating
Officer of King World Productions, Inc.,
where he negotiated the syndication of
successful entertainment properties,
including the Oprah Winfrey Show. Mr.
Palley also served as General Counsel of
King World, and prior thereto practiced
media and entertainment law with Berger &
Steingut and Hardee Barovick Konecky &
Braun. Mr. Palley received a Juris Doctor
from Columbia University School of Law and a
Bachelor of Arts from American Universitys
School of Government and Public
Administration. Mr. Palley previously
served as a director of The Roo Group.
    
    
    2009The Board believes that Mr. Palley is
qualified to serve as a director due to his
experience leading and advising media
companies.Mark A. Sellers, age 41, has served as
Chairman of the Board since January 2009 and
as one of our directors since July 2008. Mr.
Sellers has been the founder and managing
member of Sellers Capital LLC, an investment
management firm, since 2003. Sellers Capital
LLC manages Sellers Capital Master Fund,
Ltd., a hedge fund that is our largest
shareholder. Prior to founding Sellers
Capital LLC, Mr. Sellers was the Lead Equity
Strategist for Morningstar, Inc., a provider
of investment research.
    
    
    2008The Board believes Mr. Sellers is qualified
to serve as a director of the Company due to
his extensive financial and investment
experience. In addition, Mr. Sellers role
as managing member of the Companys largest
shareholder provides a unique shareholder
perspective to the Board.
  3




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DirectorName and Background
    
    SinceBruce Steinberg, age 53, has served as one
of our directors since January 2009. Mr.
Steinberg has over 20 years of media
industry experience. Currently he advising
Wananchi Group Holdings, a media company
with emphasis on residential and corporate
broadband, pay-tv and VoIP telephony in East
Africa. Previously, he was the Chief
Executive Officer of HIT Entertainment
Limited, which creates internationally
renowned childrens properties, including
Bob the Builder, Barney, Thomas & Friends,
Angelina Ballerina and Pingu, and which has
activities spanning television and video
production, publishing, consumer products,
licensing and live events. Prior to HIT, Mr.
Steinberg was the Chief Executive Officer of
Fox Kids Europe N.V., General Manager of
Broadcasting at BSkyB and the first Chief
Executive Officer of UK Gold and UK Living
TV from their launch in 1992 to their sale
in 1997. He began his career at MTV
Networks, where he held various positions in
New York and Europe. He is currently a
director of Arts Alliance Media, Europes
leading provider of digital cinema
technology, and a Board member of JDRF UK, a
charitable organization dedicated to Type 1
diabetes. Mr. Steinberg received a MBA from
Harvard Business School, a BA (Cantab) from
Cambridge University and a BA from Columbia
University.
    
    
    2009The Board believes that Mr. Steinberg is
qualified to serve as a director of the
Company due to his executive level
experience with entertainment and media
companies and his international experience
with media companies.Samuel S. Weiser, age 50, served as a member
and the Chief Operating Officer of Sellers
Capital LLC, an investment management firm,
where he was responsible for all
non-investment activities, from 2007 to
2010. Mr. Weiser is also an indirect
investor in Sellers Capital Master Fund,
Ltd., an investment fund managed by Sellers
Capital LLC and Premiers largest
shareholder. From February through October
2009, Mr. Weiser provided consulting
services to us through a consulting
agreement. From April 2005 to 2007, he was
a Managing Director responsible for the
Hedge Fund Consulting Group within Citigroup
Inc.s Global Prime Brokerage division.
From 2002 to April 2005, he was the
President and Chief Executive Officer of
Foxdale Management, LLC, a consulting firm
founded by Mr. Weiser that provided
operational consulting to hedge funds and
litigation support services in hedge fund
related securities disputes. Mr. Weiser
also served as Chairman of the Managed Funds
Association, a lobbying organization for the
hedge fund industry, from 2001 to 2003. Mr.
Weiser is also a former partner in Ernst &
Young. He received a Bachelor of Arts in
Economics from Colby College and a Master of
Science in Accounting from George Washington
University.
    
    
    2009
  Executive Officers
  Christopher J. Davino
 John A. Stone,
 Robert A. Brandon,
  4




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M. Kris Hart,
 Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
 www.prxi.com
 Corporate Governance
 Corporate Governance and Nominating Committee Information
     5




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Audit Committee Information and Audit Committee Financial Expert
   
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Introduction
    Compensation Policies and Practices for Fiscal Year 2010 and the Future
   6




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Role of Our Compensation Committee
    Compensation Plans and Programs
    Mr. Davinos Compensation
   7




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8




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Compensation of Other Executive Officers
        9




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Tax, Accounting and Other Considerations
   Compensation Committee Report
  Compensation Committee:Bruce Steinberg, ChairmanWill AdamsJack Jacobs
 2010 Summary Compensation Table
  Stock
    
    
    Option
    
    
    All OtherFiscal
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    TotalName and Principal Position(1)
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)(2)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)Christopher J. Davino(4)
    
    
    2010
    
    
    
    449,038
    
    
    
    246,280
    
    
    
    
    
    
    
    737,100
    
    
    
    25,523
    
    
    
    1,457,911President and Chief Executive Officer
    
    
    2009
    
    
    
    54,839
    
    
    
    35,000
    (5)
    
    
    
    
    
    
    
    
    
    
    12,470
    
    
    
    102,309John Stone (6)
    
    
    2010
    
    
    
    177,954
    
    
    
    8,462
    
    
    
    58,500
    
    
    
    
    
    
    
    11,707
    
    
    
    256,623Chief Financial OfficerKelli L. Kellar(7)
    
    
    2010
    
    
    
    31,238
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,001
    
    
    
    175,239Former Acting Chief Financial Officer
    
    
    2009
    
    
    
    152,882
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    11,865
    
    
    
    169,747and Chief Accounting Officer
    
    
    2008
    
    
    
    70,288
    
    
    
    38,300
    
    
    
    276,150
    
    
    
    83,600
    
    
    
    4,907
    
    
    
    473,245Robert Brandon (8)
    
    
    2010
    
    
    
    220,997
    
    
    
    75,500
    
    
    
    
    
    
    
    
    
    
    
    15,903
    
    
    
    312,400General Counsel and Vice President ofBusiness Affairs
 (1)
    
    Ms. Hart was appointed as our Chief Marketing Officer on May 13, 2010,
after the end of fiscal year 2010, and is, therefore, not included in
this table.  10




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(2)
    
    The dollar value of restricted stock and option grants represent the
grant date fair value calculated in accordance with FASB ASC Topic
718. A discussion of the assumptions used in calculating the
compensation cost is set forth in Note 9 (Stock Compensation and Stock
Options) to the Consolidated Financial Statements in our Annual Report
on Form 10-K for fiscal year 2010.(3)
    
    The amounts in the All Other Compensation Column for fiscal year 2010
consist of the following compensation items: Medical
    
    
    
    
    
    
    Living andInsurance
    
    
    Auto
    
    
    Commuting
    
    
    
    
    
    
    UnpaidYear
    
    
    Premiums
    
    
    Allowance
    
    
    Allowance
    
    
    Relocation
    
    
    Vacation
    
    
    Severance
    
    
    Consulting
    
    
    TotalName
    
    (a)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Christopher J. Davino
    
    
    2010
    
    
    
    9,009
    
    
    
    
    
    
    
    16,514
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,523John Stone
    
    
    2010
    
    
    
    11,707
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,707Kelli L. Kellar
    
    
    2010
    
    
    
    14,547
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,454
    
    
    
    
    
    
    
    144,001Robert Brandon
    
    
    2010
    
    
    
    15,903
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,903
 
 (a)
    
    The table above summarizes the amounts in the All Other Compensation Column for fiscal
year 2010. The All Other Compensation Column for fiscal year 2008 includes medical expenses
of $4,907 for Ms. Kellar. The All Other Compensation Column for fiscal year 2009 includes
medical insurance premiums of $11,865 for Ms. Kellar and $2,051 in medical insurance premiums
and $10,419 in living and commuting allowances for Mr. Davino.(b)
    
    Pursuant to her employment agreement, upon her resignation on May 15, 2009, Ms. Kellar
became entitled to a severance payment of $150,000 and continued health insurance benefits. The
amount in this column represents the severance payment received by Ms. Kellar during fiscal year
2010.(4)
    
    Mr. Davino was appointed as our interim President and Chief Executive
Officer on January 28, 2009, following the conclusion of Sellers
Capital LLCs consent solicitation. On the same day, he was seated as
one of our directors. On September 3, 2009, Mr. Davino was appointed
as our permanent President and Chief Executive Officer.(5)
    
    Amount included in this column includes $35,000 of bonus earned for
fiscal year 2009 but not determined and paid until fiscal year 2010.
This bonus was not included in Mr. Davinos 2009 compensation in the
proxy statement for the 2009 annual meeting of shareholders.(6)
    
    Mr. Stone was appointed as our Chief Financial Officer on May 13, 2009.(7)
    
    Ms. Kellar resigned from the Company effective May 15, 2009.(8)
    
    Mr. Brandon was appointed as our General Counsel and Vice President of
Business Affairs on October 23, 2009. He was previously Deputy
General Counsel for the Company. 2010 Grants of Plan-Based Awards
   11




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All Other
    
    
    All OtherStock
    
    
    Option
    
    
    Exercise
    
    
    GrantAwards:
    
    
    Awards:
    
    
    or Base
    
    
    Date FairEstimated Future Payouts
    
    
    Number of
    
    
    Number of
    
    
    Price of
    
    
    Value ofUnder Non-Equity Incentive Plan Awards
    
    
    Shares of
    
    
    Securities
    
    
    Option
    
    
    Stock andGrant
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Stock of
    
    
    Underlying
    
    
    Awards
    
    
    OptionName
    
    Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Units: (#)
    
    
    Options: (#)
    
    
    ($/sh)
    
    
    AwardsChristopher J. Davino
    
    
    1/28/2009
    
    
    
    
    
    
    $
    210,000
    (1)9/3/2009
    
    
    
    
    
    
    $
    72,500
    (2)9/3/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,170,000
    (3)
    
    $
    0.69
    
    
    $
    737,100John Stone
    
    
    5/13/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    (4)
    
    
    
    
    
    
    
    
    
    $
    58,500Kelli L. Kellar
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert A. Brandon
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    Represents the estimated future bonus payouts upon Mr. Davinos satisfaction of the performance criteria
established by our Compensation Committee for the period Mr. Davino served as interim president and chief
executive officer. This bonus opportunity is pursuant to an employment agreement between the Company and
Mr. Davino dated January 28, 2009.
The actual bonus paid under this agreement was $210,000 and is included in the Summary Compensation Table.(2)
    
    Represents the target bonus payout under Mr. Davinos employment agreement dated September 3, 2009.
Pursuant to this agreement the bonus opportunity for fiscal year 2010 is prorated from the date Mr.
Davino and the Company entered into the agreement. The actual bonus paid under this agreement was
$36,250, which is included in the Summary Compensation Table and represents 50% of Mr. Davinos bonus
opportunity for this time period.(3)
    
    Stock options granted pursuant to Mr. Davinos employment agreement dated September 3, 2009. The options
vest in thirds over the first three years from the date of grant and expire ten years from the date of
grant. The grant was made under the 2009 Equity Incentive Plan of the Company.(4)
    
    Restricted stock granted pursuant to Mr. Stones employment agreement with the Company effective May 13,
2009. The restricted stock vests in thirds on the first three anniversary dates from the date of grant. Annual Base Salary as a Percent of Total Compensation
   Employment Agreements
   Christopher J. Davino.
  12




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John A. Stone.
 Robert A. Brandon
 M. Kris Hart
  13




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Outstanding Equity Awards at February 28, 2010
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    Number ofShares
    
    
    Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MarketUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    ValueUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Shares
    
    
    of SharesOptions
    
    
    Options
    
    
    Exercise
    
    
    Option
    
    
    That Have
    
    
    That Have(#)
    
    
    (#)
    
    
    Price
    
    
    Expiration
    
    
    Not Vested
    
    
    Not VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)(1)Christopher J. Davino
    
    
    
    
    
    
    1,170,000
    (2)
    
    $
    0.69
    
    
    
    9/3/2019John Stone
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    (3)
    
    $
    94,500Kelli L. Kellar
    
    
    6,663
    (4)
    
    
    
    
    
    $
    9.93
    
    
    
    11/27/2017Robert A. Brandon
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    (5)
    
    $
    12,600
 (1)
    
    The market value of shares reported in this column is based on the
closing market price of our common stock of $1.26 per share on
February 26, 2010, which was the last trading day of fiscal year 2010.(2)
    
    These options vest in thirds on August 28, 2010, August 28, 2011 and
August 28, 2012.(3)
    
    These restricted shares vest in thirds on May 13, 2010, May 13, 2011
and May 13, 2012.(4)
    
    Of the 6,666 options unexercisable at February 28, 2009, 3,333 options
were accelerated and became exercisable and 3,333 options were
forfeited in connection with Ms. Kellars resignation on May 15, 2009.
These options had a three-year vesting period, with 33 1/3% of these
options vesting on each of the first, second and third anniversaries
of the November 27, 2007 grant date.(5)
    
    These restricted shares vest one half on June 9, 2010 and one half on
June 9, 2011.  14




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##### Table of Contents



2010 Option Exercises and Stock Vested
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    
    
    
    
    Number ofShares Acquired
    
    
    Value Realized
    
    
    Shares Acquired
    
    
    Value Realizedon Exercise
    
    
    on Exercise
    
    
    on Vesting
    
    
    on VestingName
    
    (#)
    
    
    ($)(1)
    
    
    (#)
    
    
    ($)(2)Christopher J. Davino
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Stone
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Kelli L. Kellar
    
    
    
    
    
    
    
    
    
    
    8,334
    
    
    $
    7,167Robert A. Brandon
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    $
    4,000
 (1)
    
    The value realized on the exercise of stock options is based on the
difference between the exercise price and the market price of our
common stock on the date of exercise, multiplied by the number of
shares acquired. Potential Payments Upon Termination or Change-of-Control
     Compensation Committee
      15




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##### Table of Contents



Director Compensation
  New Director Compensation Plan
     16




---



##### Table of Contents



2010 Director Compensation Table
  Fees Earnedor Paid in
    
    
    Stock
    
    
    Option
    
    
    All OtherCash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)William M. Adams
    
    
    70,000
    (5)
    
    
    20,000
    (6)
    
    
    
    
    
    
    
    
    
    
    90,000Douglas Banker
    
    
    71,900
    (5)
    
    
    20,000
    (6)
    
    
    
    
    
    
    81,187
    
    
    
    173,087Ronald Bernard(4)
    
    
    41,667
    (5)
    
    
    3,333
    (6)
    
    
    
    
    
    
    
    
    
    
    45,000N. Nick Cretan(7)
    
    
    31,367
    (5)
    
    
    8,612
    (6)
    
    
    
    
    
    
    855
    
    
    
    40,834Mark A. Hugh Sam(7)
    
    
    29,167
    (5)
    
    
    8,612
    (6)
    
    
    
    
    
    
    
    
    
    
    40,178Jack Jacobs
    
    
    70,000
    (5)
    
    
    20,000
    (6)
    
    
    
    
    
    
    
    
    
    
    90,000Steve Palley(4)
    
    
    41,667
    (5)
    
    
    3,333
    (6)
    
    
    
    
    
    
    
    
    
    
    45,000Alan B. Reed(7)
    
    
    32,267
    (5)
    
    
    8,612
    (6)
    
    
    
    
    
    
    2,399
    
    
    
    40,881Mark A. Sellers(8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bruce Steinberg
    
    
    70,000
    (5)
    
    
    20,000
    (6)
    
    
    
    
    
    
    
    
    
    
    90,000Samuel Weiser(4)
    
    
    50,833
    (5)
    
    
    8,333
    (6)
    
    
    
    
    
    
    143,750
    
    
    
    202,916
 
 (1)
    
    Represents the full grant date fair value computed in accordance with FASB
ASC Topic 718, on the same basis as disclosed in footnote 2 to the 2010 Summary
Compensation Table.(2)
    
    We did not grant any stock option awards to our
non-employee directors for fiscal year 2010. As of February 28, 2010, the
following vested and unvested stock option awards, in aggregate, were
outstanding: Douglas Banker  225,000 options.(3)
    
    For Mr. Banker, includes
$8,189 in health insurance premiums under a benefit plan previously available
to directors of the Company and $72,998 for consulting services provided to the
Company. For Mr. Weiser, includes consulting services provided to the Company,
as more fully described under Certain Relationships and Related Party
Transactions. For Messrs. Cretan and Reed, includes health insurance premiums
under a benefit plan previously available to directors of the Company in the
amount of $855 and $2,399, respectively.(4)
    
    Mr. Weiser was elected as a director
by the shareholders of the Company on August 6, 2009. Messrs. Bernard and
Palley were elected as directors by the Board effective September 15, 2009.(5)
    
    Represents the amount earned with respect to fiscal year 2010. The amounts
reported for Messrs. Banker, Cretan, Hugh Sam and Reed include meeting fees
paid in early 2009 pursuant to a previous director compensation plan, before
the current director compensation program was adopted.(6)
    
    Messrs. Adams, Banker, Cretan, Hugh Sam, Jacobs, Reed and Steinberg were
each granted 27,398 restricted stock units as of April 23, 2009. The amounts
shown in this column include the portion of these units attributable to the
period from March 1, 2009 to December 31, 2009. Messrs. Cretan, Hugh Sam and
Reed did not stand for reelection at the last annual meeting, accordingly this
column reflects the pro rata portion of this grant for the period from March 1,
2009 until August 6, 2009; the remaining shares in this grant were forfeited as
of that date. On January 1, 2010, the directors were granted additional
restricted stock units in accordance with their elections to receive yearly
director fees in a split of cash and restricted stock units. Messrs. Adams,
Banker, Bernard, Jacobs, Palley and Steinberg elected to receive their
compensation as $70,000 cash and $20,000 in restricted stock units; Mr. Weiser
elected to receive his compensation as $40,000 cash and $50,000 in restricted
stock units. The amounts shown in this column include the portion of these
units attributable to the period from January 1, 2010 to February 28, 2010.(7)
    
    Messrs. Cretan, Hugh Sam and Reed did not stand for reelection at the last
annual meeting of shareholders. Their terms as directors expired on August 6,
2009.(8)
    
    Mr. Sellers has elected not to receive any compensation for his
services as a director or the Chairman of our Board of Directors.  17




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 Our Shareholders
  
    
    each shareholder known to us to be the beneficial owner of more than 5% of our common stock;
 
    
    each of our current directors, nominees for directors and executive officers; and
 
    
    all of our directors and executive officers as a group.
 Common Stock Beneficially OwnedNumber of
    
    
    Percentage ofName of Beneficial Owner
    
    Shares (#)
    
    
    Class (%) (1)More than 5% Shareholders:Sellers Capital Master Fund, Ltd.(2)
    
    
    21,721,624
    
    
    
    45.37
    %William S. and Janice S. Gasparrini(3)
    
    
    2,288,937
    
    
    
    4.78
    %Directors, Director Nominees and Executive Officers:William M. Adams(4)
    
    
    34,398
    
    
    
    *Douglas Banker(4)(5)
    
    
    352,398
    
    
    
    *Ronald Bernard(4)
    
    
    0
    
    
    
    *Robert A. Brandon(6)
    
    
    75,000
    
    
    
    *Christopher J. Davino(7)
    
    
    395,000
    
    
    
    *Jack Jacobs(4)
    
    
    32,398
    
    
    
    *M. Kris Hart(8)
    
    
    75,000
    
    
    
    *Stephen Palley(4)
    
    
    0
    
    
    
    *Mark A. Sellers(2)
    
    
    21,721,624
    
    
    
    45.37
    %Bruce Steinberg(4)
    
    
    27,398
    
    
    
    *John A. Stone(9)
    
    
    75,000
    
    
    
    *Samuel S. Weiser(4)
    
    
    0
    
    
    
    *Directors and executive officers as a group (12 persons)(10)
    
    
    22,788, 216
    
    
    
    46.99
    %
 
 (1)
    
    As reported by such persons as of June 14, 2010, with percentages
based on 47,877,733 shares of our common stock issued and
outstanding, except as indicated otherwise and except where the
person has the right to acquire shares within the next 60 days (as
indicated in the other footnotes to this table), which increases the
number of shares beneficially owned by such person and the number of
shares outstanding. We have determined beneficial ownership in
accordance with the SECs rules. Under such rules, beneficial
ownership is deemed to include shares for which the individual,
directly or indirectly, has or shares voting or dispositive power,
whether or not they are held for the individuals benefit, and
includes shares that may be acquired within 60 days, including, but
not limited to, the right to acquire shares by exercise of options.
Shares that may be acquired within 60 days are referred to in the
footnotes to this table as presently exercisable options. Unless
otherwise indicated in the footnotes to this table, each shareholder
named in the table has sole voting and investment power with respect
to all shares shown as beneficially owned by that shareholder. We
have omitted percentages of less than 1% from the table (indicated by *).  18




---



##### Table of Contents



(2)
    
    This information as to the beneficial ownership of shares of our
common stock is based on the Schedule 13D/A filed with the SEC by
Sellers Capital Master Fund, Ltd., Sellers Capital LLC, and Mark A.
Sellers on October 19, 2009. Each reporting person reports shared
voting and dispositive power with respect to 21,721,624 of such
shares. Mark A. Sellers is the managing member of Sellers Capital
LLC, which is the investment manager to and general partner of
Sellers Capital Master Fund, Ltd. Mr. Sellers disclaimed beneficial
ownership of shares of our common stock, except to the extent of his
pecuniary interest therein. The principal business office of Sellers
Capital Master Fund, Ltd. is c/o M&C Corporate Services, Ugland
House, South Church Street, P.O. Box 309 GT, George Town, Grand
Cayman, Cayman Islands. The principal business office of Sellers
Capital LLC and Mark A. Sellers is 311 S. Wacker Drive, Suite 925,
Chicago, Illinois 60606.(3)
    
    This information as to the beneficial ownership of shares of our
common stock is based on the Schedule 13D filed with the SEC by
William S. Gasparrini and Janice S. Gasparrini on July 7, 2005. Mr.
Gasparrini reports sole voting and dispositive power with respect to
544,994 of such shares and Mr. and Mrs. Gasparrini report shared
voting and dispositive power with respect to 1,743,943 of such
shares. Mr. and Mrs. Gasparrini have the power to vote or to direct
to vote, and the power to dispose or direct the disposition of, the
reported shares. The Gasparrinis address is 23 Oak Street,
Greenwich, Connecticut 06830.(4)
    
    The number shown does not include restricted stock units granted to
each of our non-employee directors (other than Mr. Sellers) on
January 1, 2010: for Messrs. Adams, Banker, Bernard, Jacobs, Palley
and Steinberg, 16,000 units each and for Mr. Weiser, 40,000 units.
These units will vest and will be paid in shares of common stock on
January 1, 2011.(5)
    
    The number shown includes presently exercisable options to purchase
225,000 shares of common stock.(6)
    
    The number shown represents the 75,000 shares of restricted stock
that Mr. Brandon is entitled to receive under his employment
agreement with us.(7)
    
    The number shown includes presently exercisable options to purchase
390,000 shares of common stock.(8)
    
    The number shown represents the 75,000 shares of restricted stock
that Ms. Hart is entitled to receive under her employment agreement
with us.(9)
    
    The number shown represents the 75,000 shares of restricted stock
that Mr. Stone is entitled to receive under his employment agreement
with us.(10)
    
    Represents beneficial ownership of our common stock held by our
current directors and executive officers as a group as of June 14,
2010. During fiscal year 2010, Ms. Kellar resigned as an executive
officer. We are unable to determine her current holdings of our
common stock. Changes of Control
    19




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Related Party Transactions
   Policies and Procedures for Review, Approval or Ratification of Related Person Transactions
   
    
    the nature of the related persons interest in the transaction;
 
    
    the material terms of the transaction, including the amount and type of transaction;
 
    
    the importance of the transaction to the related person and to the Company;
 
    
    whether the transaction would impair the judgment of a director or executive officer to
act in the best interest of the Company; and
 
    
    any other matters the Committee deems appropriate.
  Independence of Directors
   20




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fees Paid to Cherry, Bekaert & Holland, L.L.P.
  Fiscal Year 2009
    
    
    Fiscal Year 2010Audit fees
    
    $
    316,926
    
    
    $
    356,013Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total
    
    $
    316,926
    
    
    $
    356,013
  Policy on Pre-Approval of Audit and Permitted Non-Audit Services
   de minimis
 
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (b) Exhibits.
   21




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##### Table of Contents



SIGNATURES
  PREMIER EXHIBITIONS, INC.By:
    /s/  John A. StoneJohn A. StoneChief Financial Officer  
 INDEX TO EXHIBITS
 Exhibit
    
    
    
    Filed
    
    Incorporated by ReferenceNo.
    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    Filing Date3.1
    
    
    Articles of Incorporation (Commission File Number 000-24452)
    
    
    
    8-K
    
    
    3.1
    
    
    
    10-20-043.2
    
    
    Amendment to Articles of Incorporation
    
    
    
    SB-2
    
    
    3.2
    
    
    
    01-05-063.3
    
    
    Second Amendment to Articles of Incorporation
    
    
    
    S-8
    
    
    4.3
    
    
    
    08-17-093.4
    
    
    Amended and Restated Bylaws, dated September 19, 2009
    
    
    
    8-K
    
    
    3.2
    
    
    
    09-21-094.1
    
    
    Form of Common Stock Certificate (Commission File Number 000-24452)
    
    
    
    8-K/A
    
    
    4.1
    
    
    
    11-01-0410.1
    
    
    Form of Exhibition Tour Agreement between the Company and Dr. Hong-Jin
Sui and Dr. Shuyan Wang President of Dalian Hoffen Bio Technique Company
Limited
    
    
    
    10-K
    
    
    10.29
    
    
    
    06-01-0610.2
    
    
    Option Agreement, dated February 28, 2007, between the Company and
Seaventures, Ltd.
    
    
    
    8-K
    
    
    99.2
    
    
    
    03-02-0710.3
    
    
    Purchase and Sale Agreement, dated February 28, 2007, between the
Company and Seaventures, Ltd.
    
    
    
    8-K
    
    
    99.1
    
    
    
    03-02-0710.4
    
    
    Loan Agreement, dated October 4, 2007, by and between the Company and
Bank of America, N.A.
    
    
    
    10-Q
    
    
    10.2
    
    
    
    01-09-0810.5
    
    
    Promissory Note, dated October 4, 2007, made by Company in favor of Bank
of America, N.A.
    
    
    
    10-Q
    
    
    10.3
    
    
    
    01-09-0810.6
    
    
    Pledge Agreement, dated October 4, 2007, made by Company in favor of
Bank of America, N.A.
    
    
    
    10-Q
    
    
    10.4
    
    
    
    01-09-0810.7
    
    
    Security Agreement, dated October 4, 2007, made by Company in favor of
Bank of America, N.A.
    
    
    
    10-Q
    
    
    10.5
    
    
    
    01-09-08
  22




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##### Table of Contents



Exhibit
    
    
    
    Filed
    
    Incorporated by ReferenceNo.
    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    Filing Date10.8
    
    
    Memorandum Opinion and Order of the United States District Court of the
Eastern District of Virginia, Norfolk Division, issued on October 16,
2007
    
    
    
    8-K
    
    
    99.2
    
    
    
    10-30-0710.9
    
    
    License Agreement, dated March 13, 2008, between the Company and Sports
Immortals, Inc.
    
    
    
    10-K
    
    
    10.23
    
    
    
    05-07-0810.10
    
    
    Lease Agreement, dated March 12, 2008, between the Company and Ramparts,
Inc.
    
    
    
    10-K
    
    
    10.24
    
    
    
    05-07-0810.11
    
    
    Amended and Restated Employment Agreement, dated September 8, 2008,
between the Company and Harold W. Ingalls
    
    
    
    8-K
    
    
    99.1
    
    
    
    09-12-0810.12
    
    
    First Amendment, dated September 26, 2008, to Loan Agreement between
Bank of America, N.A. and the Company
    
    
    
    8-K
    
    
    99.1
    
    
    
    09-30-0810.13
    
    
    Renewal Promissory Note of $25,000,000, dated September 26, 2008, made
in favor of Bank of America by the Company
    
    
    
    8-K
    
    
    99.2
    
    
    
    09-30-0810.14
    
    
    Severance Agreement, dated August 19, 2008, between the Company and
Bruce Eskowitz
    
    
    
    10-Q
    
    
    10.1
    
    
    
    10-10-0810.15
    
    
    Severance Agreement, dated August 19, 2008, by between the Company and
Brian Wainger
    
    
    
    10-Q
    
    
    10.2
    
    
    
    10-10-0810.16
    
    
    Premier Exhibitions/Live Nations Agreement, dated November 28, 2007, by
and between the Company., Live Nation, Inc. and JAM Exhibitions, LLC
    
    
    
    8-K
    
    
    99.2
    
    
    
    12-04-0810.17
    
    
    First Amendment to Premier Exhibitions/Live Nation Agreement, dated
November 29, 2008, by and among JAM Exhibitions, LLC, Soon To Be Named
Corporation, as successor in interest to Live Nation, Inc., and the
Company
    
    
    
    8-K
    
    
    99.1
    
    
    
    12-04-0810.18
    
    
    Indemnification Agreement, dated December 17, 2008, between the Company
and Douglas Banker
    
    
    
    8-K
    
    
    99.1
    
    
    
    12-19-0810.19
    
    
    Indemnification Agreement, dated December 17, 2008, between the Company
and N. Nick Cretan
    
    
    
    8-K
    
    
    99.2
    
    
    
    12-19-0810.20
    
    
    Indemnification Agreement, dated December 17, 2008, between the Company
and Alan Reed
    
    
    
    8-K
    
    
    99.3
    
    
    
    12-19-0810.21
    
    
    Asset Purchase Agreement, dated December 29, 2008, between Premier
Merchandising, LLC and Dreamer Media, LLC
    
    
    
    8-K
    
    
    99.1
    
    
    
    01-05-0910.22
    
    
    Promissory Note, dated December 29, 2008, between Dreamer Media, LLC, as
maker, and Premier Merchandising, LLC, as payee
    
    
    
    8-K
    
    
    99.2
    
    
    
    01-05-0910.23
    
    
    Amended and Restated Employment Agreement, dated January 9, 2009,
between Kelli L. Kellar and the Company
    
    
    
    8-K
    
    
    99.1
    
    
    
    01-07-0910.24
    
    
    Premier Exhibitions, Inc. 2000 Stock Option Plan and Form of Stock
Option Agreement (Commission File Number 000-24452)
    
    
    
    8-K
    
    
    10.1
    
    
    
    10-20-0410.25
    
    
    Premier Exhibitions, Inc. 2004 Stock Option Plan and Form of Stock
Option Agreement (Commission File Number 000-24452)
    
    
    
    8-K
    
    
    10.2
    
    
    
    10-20-04
  23




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##### Table of Contents



Exhibit
    
    
    
    Filed
    
    Incorporated by ReferenceNo.
    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    Filing Date10.26
    
    
    Amended and Restated Premier Exhibitions, Inc. 2004 Stock Option Plan
    
    
    
    Proxy
    
    App. A
    
    
    06-28-0610.27
    
    
    Employment Agreement, effective as of January 28, 2009, between the
Company and Christopher J. Davino
    
    
    
    8-K
    
    
    10.1
    
    
    
    04-24-0910.28
    
    
    Amended and Restated Premier Exhibitions, Inc. 2007 Restricted Stock Plan
    
    
    
    8-K
    
    
    10.1
    
    
    
    04-29-0910.29
    
    
    Form of 2009 Non-Employee Director Restricted Stock Unit Grant Notice
Under the Amended and Restated Premier Exhibitions, Inc. 2007 Restricted
Stock Plan
    
    
    
    8-K
    
    
    10.2
    
    
    
    04-29-0910.30
    
    
    Amendment to Exhibitions Rights Agreement (Europe) and Premier
Exhibitions / Live Nation Agreement, dated April 1, 2009, by and among
S2BN, f/k/a Soon To Be Named Corporation, the Company and JAM
Exhibitions, LLC
    
    
    
    10-K
    
    
    10.41
    
    
    
    05-27-0910.31
    
    
    Convertible Note Purchase Agreement, dated May 6, 2009, by and between
Premier Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.1
    
    
    
    05-13-0910.32
    
    
    Letter Agreement dated May 6, 2009, by and between Premier Exhibitions,
Inc. and Sellers Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.2
    
    
    
    05-13-0910.33
    
    
    Form of Convertible Note issued by Premier Exhibitions, Inc. to Sellers
Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.3
    
    
    
    05-13-0910.34
    
    
    Form of Warrant issued by Premier Exhibitions, Inc. to Sellers Capital
Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.4
    
    
    
    05-13-0910.35
    
    
    Form of Registration Rights Agreement by and between Premier
Exhibitions, Inc. and Sellers Capital Master Fund, Ltd.
    
    
    
    8-K
    
    
    10.4
    
    
    
    05-13-0910.36
    #
    
    Consulting Agreement, dated February 2, 2009, by and among Premier
Exhibitions, Inc., Foxdale Management, LLC and Samuel S. Weiser
    
    
    
    10-Q
    
    
    10.6
    
    
    
    07-10-0910.37
    #
    
    Premier Exhibitions, Inc. 2009 Equity Incentive Plan
    
    
    
    S-8
    
    
    10.1
    
    
    
    08-17-0910.38
    #
    
    Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan
Nonqualified Stock Option Agreement
    
    
    
    S-8
    
    
    10.2
    
    
    
    08-17-0910.39
    #
    
    Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan Restricted
Shares Agreement
    
    
    
    S-8
    
    
    10.3
    
    
    
    08-17-0910.40
    #
    
    Employment Agreement, dated September 3, 2009, by and between the
Company and Christopher J. Davino
    
    
    
    8-K
    
    
    10.1
    
    
    
    09-08-0910.41
    #
    
    Nonqualified Stock Option Agreement, dated September 3, 2009, by and
between the Company and Christopher J. Davino
    
    
    
    8-K
    
    
    10.2
    
    
    
    09-08-0910.42
    #
    
    Letter Agreement, entered into as of September 25, 2009, by and between
the Company and S2BN Entertainment Corporation
    
    
    
    8-K
    
    
    10.1
    
    
    
    10-01-0910.43
    #
    
    Employment Agreement, dated June 2009, by and between the Company and
John A. Stone
    
    
    
    10-Q
    
    
    10.6
    
    
    
    10.13.0910.44
    #
    
    Restricted Shares Agreement, dated August 6, 2009, by and between the
Company and John A. Stone
    
    
    
    10-Q
    
    
    10.7
    
    
    
    10-13-0910.45
    #
    
    Consulting Agreement, dated October 8, 2009, by and between the Company
and Douglas Banker
    
    
    
    10-Q
    
    
    10.8
    
    
    
    10-13-09
  24




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##### Table of Contents



Exhibit
    
    
    
    Filed
    
    Incorporated by ReferenceNo.
    
    Exhibit Description
    
    Herewith
    
    Form
    
    Exhibit
    
    Filing Date10.46
    #
    
    Form of Premier Exhibitions, Inc. 2009 Equity Incentive Plan
Non-Employee Director Restricted Stock Unit Grant Notice
    
    X*10.47
    #
    
    Employment Agreement, dated May 13, 2010, by and between the Company and
Kris Hart
    
    
    
    8-K
    
    
    10.1
    
    
    
    05-13-1010.48
    #
    
    Amended Employment Agreement, dated May 13, 2010, by and between the
Company and Robert A. Brandon
    
    
    
    8-K
    
    
    10.2
    
    
    
    05-13-1014.1
    
    
    Premier Exhibitions, Inc. Code of Ethics
    
    X*16.1
    
    
    Letter of Kempisty & Company Certified Public Accountants, P.C. to the
Securities and Exchange Commission, dated August 22, 2008
    
    
    
    8-K
    
    
    16.1
    
    
    
    08-27-0821.1
    
    
    Subsidiaries of the Company
    
    X*23.1
    
    
    Consent of Cherry, Bekaert & Holland, L.L.P.
    
    X*23.2
    
    
    Consent of Kempisty & Company Certified Public Accountants, P.C.
    
    X*31.1
    
    
    Certification of President and Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    X31.2
    
    
    Certification of Chief Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    X32.1
    
    
    Certification of President and Chief Executive Officer, and Chief
Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
    
    X
 
 #
    
    Management contract or compensatory plan or arrangement.
    
    The Company has requested confidential treatment of certain
information contained in this Exhibit. Such information has been
filed separately with the Securities and Exchange Commission pursuant
to an application by the Company for confidential treatment under 17
C.F.R. §200.80(b)(4) and §240.24b-2.*
    
    Filed with the original Form 10-K  25