Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers, Compensatory Arrangements of Certain
           Officers.

On November 19, 2020, Cinedigm Corp. (the "Company") entered into an employment agreement with Christopher J. McGurk (the "Employment Agreement"). The Employment Agreement takes effect on April 1, 2021, after the current employment agreement between the Company and Mr. McGurk dated December 23, 2010 and amended and restated on August 22, 2013 and on August 4, 2017 and amended on June 7, 2018 (the "Prior Agreement") terminates on March 31, 2021, and has a term ending on March 31, 2023 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term. Pursuant to the Employment Agreement, Mr. McGurk will continue to serve as the Chief Executive Officer and Chairman of the Board of the Company.

The Employment Agreement also provides that Mr. McGurk will receive an annual base salary of $650,000 and will be eligible for (i) under the Company's Management Annual Incentive Plan, a target bonus opportunity of $650,000 (the "Target Bonus") consistent with goals established from time to time by the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors, (ii) under the Company's 2017 Equity Incentive Plan, performance share units for up to 250,000 shares of the Company's Class A common stock (the "Common Stock"), subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and such other terms as the Compensation Committee shall determine, and (iii) under the Company's 2017 Equity Incentive Plan, 2,500,000 stock appreciation rights ("SARs") having an exercise price of $.54 and a term of ten (10) years, one-half (1/2) of which vested on November 19, 2020 and one-half (1/2) of which will vest on March 31, 2023. Mr. McGurk will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The Employment Agreement provides that, in the event of a termination without Cause (as defined in the Employment Agreement) or a resignation for Good Reason (as defined in the Employment Agreement), Mr. McGurk shall be entitled to payment of (i) the greater of any Base Salary for the remainder of the Term or eighteen (18) months' Base Salary at the time of termination and (ii) an amount equivalent to one and one-half (1.5) times the average of the last two (2) bonus payments under the MAIP, if any, under the Employment Agreement. In the event of, on or after April 1, 2020 and within two (2) years after a Change in Control (as defined in the Company's 2017 Equity Incentive Plan), a termination without Cause (other than due to Mr. McGurk's death or disability) or a resignation for Good Reason, then in lieu of receiving the amounts described above, Mr. McGurk would be entitled to receive a lump sum payment equal to three (3) times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus for the year of termination.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to such agreement, which is filed herewith as Exhibit 10.1.

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