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
2023, 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 are 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
2023 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.



                                                                        Maximum Bonus       Maximum Bonus
Name                        Title                     2023 Salary             (%)                ($)
Stephen G. Berman            CEO                      $  1,800,000                 300 %   $     5,400,000
John (Jack) McGrath          COO                      $    520,000                 125 %   $       650,000
John L. Kimble               CFO                      $    562,432

200 % $ 1,124,864


                                     EBITDA TARGET
More Than                           $    57,605,037     67,605,037     $    77,605,037     $    87,605,037
Less Than                           $    67,605,037     77,605,037     $    87,605,037




                        BONUS PERCENTAGE OF 2023 SALARY



CEO   25 %   100 %       200 %     300 %
COO   25 %    50 %       100 %     125 %
CFO   25 %   100 %       150 %     200 %

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