Business Context and Reporting Period
This Form 8-K was filed by Cinedigm Digital Cinema Corp. (referred to as Cineverse Corp. in metadata) on October 21, 2011, reporting events occurring on October 19, 2011. The filing discloses the execution of new employment agreements with two senior executives, Adam M. Mizel and Gary S. Loffredo, effective October 3, 2011.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
- Adam M. Mizel (COO/CFO): Annual base salary of $375,000.
- Gary S. Loffredo (EVP/General Counsel/Secretary): Annual base salary of $315,000.
- Compensation Structure: Both executives are eligible for performance-based bonuses and participation in senior executive benefit plans.
Material Changes
The filing details the replacement of prior agreements with new employment contracts:
- Mizel: The new agreement supersedes an employment agreement dated August 11, 2009.
- Loffredo: The new agreement supersedes a severance agreement dated September 10, 2010.
- Terms: Mizel's term runs through August 31, 2013; Loffredo's term runs through October 3, 2013.
Outlook, Risks, and Contingencies
The filing outlines specific severance contingencies triggered by termination without cause or resignation with good reason:
- Standard Termination: Both executives are entitled to 12 months of base salary, earned bonuses, expense reimbursement, and accrued benefits.
- Change in Control: If termination occurs after a change in control, Mizel is entitled to a lump sum equal to his base salary (plus earned bonus) multiplied by the greater of two or a fraction representing the remaining months in the term divided by twelve. Loffredo's agreement does not specify a change-in-control multiplier in the summary text provided.
Investor Verification Checklist
- Verify the full text of Exhibits 10.1 and 10.2 for detailed bonus targets and benefit plan specifics.
- Confirm the impact of the "Change in Control" clause on Mizel's potential payout relative to the remaining contract term.
- Review the press release (Exhibit 99.1) for additional context on the strategic rationale for these appointments.
- Note that no financial performance data is included in this specific filing; refer to the most recent 10-Q or 10-K for operational metrics.