Item 2.02Item 2.02 - Results of Operations
Item
2.02. Results of Operations and Financial Condition.
On
February 20, 2025, we issued a press release announcing our fourth quarter and full year results for 2024. Following the issuance of
the press release, on February 20, 2025 at 5:00 p.m. ET / 2:00 p.m. PT, we will host a teleconference and webcast for analysts, investors,
media and others to discuss the results and other business topics. Such financial information included in the Exhibit attached hereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On February 18, 2025, the Company amended the employment agreement
between the Company and Mr. Stephen G. Berman, Chairman, CEO & Secretary, and entered into Amendment No. 9 to Mr. Berman’s Second
Amended and Restated Employment Agreement, dated as of November 11, 2010 and as amended to date (the “Berman Employment Agreement”).
The terms of Mr. Berman’s Employment Agreement have been amended as follows: (i) to extend the Term of the Berman Employment Agreement
for an additional twenty-seven months through March 31, 2029; (ii) addition of a performance award in the amount of 83,334 Restricted
Stock Units (“RSUs”) which will vest (provided Mr. Berman is employed by the Company on a vesting date, with certain exceptions
described in the Agreement) as follows: (1) 27,778 RSUs shall vest on the date the Average VWAP (as such term is defined in amendment)
of a share of the Company’s common stock during a continuous 180 trading period is at least $45.00, (2) 27,778 RSUs shall vest on
the date the Average VWAP of a share of the Company’s common stock during a continuous 180 trading period is at least $52.50, and
(3) 27,778 RSUs shall vest on the date the Average VWAP of a share of the Company’s common stock during a continuous 180 trading
period is at least $60.00, (iii) under certain circumstances, if Mr. Berman’s employment is terminated following a Change of Control,
the Company will continue to provide certain health insurance benefits to Mr. Berman and his family for a period of time, and in the event
of termination under certain other circumstances the Company’s obligation to provide post-termination insurance coverage to Mr.
Berman and his family will be extended commensurate with the extension of the term described in (i) above, and (iv) if the Berman Employment
Agreement is terminated under certain circumstances, the RSUs will immediately vest. All capitalized terms used but not defined in the
previous sentence have the meanings ascribed thereto in the Berman Employment Agreement, as amended by Amendment No. 9.
The
foregoing description of Amendment No. 9 to the Berman Employment Agreement is qualified in its entirety by reference to the full text
thereof, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference into this Item 5.02.
On February 18, 2025, the Company amended the employment letter agreement
between the Company and Mr. John L. Kimble, Chief Financial Officer and Executive Vice President, and entered into Amendment No. 3 to
Mr. Kimble’s Letter Employment Agreement, dated November 18, 2019 (the “Kimble Employment Agreement”). The terms of
Mr. Kimble’s Employment Agreement have been amended as follows: (i) to extend the Term of the Kimble Employment Agreement for an
additional twenty-seven months through March 31, 2029; (ii) addition of a performance award in the amount of 29,166 RSUs which will vest
(provided Mr. Kimble is employed by the Company on a vesting date, with certain exceptions described in the Agreement) as follows: (1)
9,722 RSUs shall vest on the date the Average VWAP of a share of the Company’s common stock during a continuous 180 trading period
is at least $45.00, (2) 9,722 RSUs shall vest on the date the Average VWAP of a share of the Company’s common stock during a continuous
180 trading period is at least $52.50, and (3) 9,722 RSUs shall vest on the date the Average VWAP of a share of the Company’s common
stock during a continuous 180 trading period is at least $60.00, (iii) under certain circumstances, if Mr. Kimble’s employment is
terminated following a Change of Control, the Company will continue to provide certain health insurance benefits to Mr. Kimble and his
family for a period of time, and in the event of termination under certain other circumstances the Company’s obligation to provide
post-termination insurance coverage to Mr. Kimble and his family will be extended commensurate with the extension of the term described
in (i) above, (iv) if the Kimble Employment Agreement is terminated under certain circumstances, the RSUs will immediately vest, and (v)
if the Kimble Employment Agreement is terminated following a Change of Control he shall receive an amount equal to his aggregate base
salary and any bonus with respect to any completed fiscal year to which he was entitled during the two years preceding the date of termination
multiplied by two (2). All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the Kimble
Employment Agreement, as amended by Amendment No. 3.
The
foregoing description of Amendment No. 3 to the Kimble Employment Agreement is qualified in its entirety by reference to the full text
thereof, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated by reference into this Item 5.02.
Employment
agreements for Stephen G. Berman, our President and Chief Executive Officer, and for John L. Kimble, our Chief Financial Officer, provide,
inter alia, that for fiscal year 2025, 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 and Kimble’s respective 2025 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 Maximum
Bonus Bonus
Name Title 2025 Salary (%) ($)
Stephen G. Berman CEO $1,850,000 300% $ 5,550,000
John L. Kimble CFO $608,326 200% $ 1,216,653
EBITDA
TARGET
More Than $ 59,959,194 $69,959,194 $ 79,959,194 $ 89,959,194
Less Than $ 69,959,194 $79,959,194 $ 89,959,194
BONUS PERCENTAGE OF 2025 SALARY
CEO 25% 100% 200% 300 %
CFO 25% 100% 150% 200 %