Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment agreements for Stephen G. Berman, our President and Chief Executive Officer, for John (Jack) McGrath, our Chief Operating Officer, and for John L. Kimble, our Chief Financial Officer, provide, inter alia, that for fiscal year 2022, their respective Annual Performance Bonuses (as such terms are defined in their respective employment agreements) will depend on our achieving certain performance criteria. The specific performance criteria is to be determined by the Compensation Committee (the "Compensation Committee") of our Board of Directors (the "Board") before the end of the Company's first fiscal quarter. The performance criteria for Messrs. Berman, McGrath and Kimble's respective 2022 Annual Performance Bonuses have been established by the Compensation Committee and are set forth below.

EBITDA (as defined in the respective employment agreements) is calculated before including Bonuses as an expense and one-time non-recurring costs for initiatives approved by the Board. The performance criteria, bonus targets and bonus percentages may be adjusted in the sole discretion of the Compensation Committee to take account of extraordinary or special items, and the Compensation Committee also specifically reserved the right to modify the performance criteria, bonus targets and bonus percentages in the exercise of its negative discretion to take account of investment banking, accounting and legal fees incurred in connection with recapitalization and strategic transactions and unforeseen market and general economic conditions.





To the extent that EBITDA exceeds the minimum EBITDA target amount but falls
between two EBITDA target amounts, the amount of the Additional Performance
Bonus shall be determined by the Compensation Committee through linear
interpolation.



Name                  Title   2022 Salary       Maximum Bonus (%)       Maximum Bonus ($)
Stephen G. Berman     CEO     $  1,775,000                     300 %   $         5,325,000
John (Jack) McGrath   COO     $    520,000                     125 %   $           650,000
John L. Kimble        CFO     $    540,800                     125 %   $           676,000




                                 EBITDA TARGET



More Than   $ 40,000,000     $ 50,000,000     $ 60,000,000     $ 70,000,000
Less Than   $ 50,000,000     $ 60,000,000     $ 70,000,000




                        BONUS PERCENTAGE OF 2022 SALARY



CEO     25 %     100 %     200 %     300 %
COO     25 %      50 %     100 %     125 %
CFO     25 %      50 %     100 %     125 %

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