Section 1.  Purpose

The purposes of the Plan are to promote the success of the Company; to provide certain Employees with an opportunity to receive incentive compensation dependent upon that success; and to attract, retain and motivate such individuals.

Section 2.  Definitions

Award - means any payment earned in accordance with the provisions of the Plan.

Board of Directors - The Board of Directors of the Company.

Cause - Either (a) cause as defined in a Participant’s employment contract or, in the absence of such a definition, (b) cause as determined by the Committee.

Committee – The Compensation Committee of the Board of Directors of the Company

Company   - Cinedigm Digital Cinema Corporation and its successors.

Compensation Formula - means, for a Performance Period, one or more formulas or standards established by the Committee for purposes of determining whether or the extent to which an Award has been earned based on the level of performance attained with respect to one or more Performance Goals. Compensation Formulas may vary from Performance Period to Performance Period and from Participant to Participant and may be established individually, alternatively, or in any combination.

Disability - means (a) disability as defined in a Participant’s employment contract or, in the absence of such a definition, (b) total disability within the meaning of the Company’s long-term disability plan as in effect from time to time or (c) if there is no such plan at the applicable time, physical or mental incapacity as determined solely by the Committee.

Employee - An employee of the Company.

Payment Date - The date any Awards payable under the Plan are paid to Participants

Participant - An Employee designated from time to time by the Committee to participate in the Plan.

Performance Goal – The level of performance that is established by the Committee as the performance goal with respect to the performance measure. Performance Goals may vary from Performance Period to Performance Period and from Participant to Participant and may be established individually, alternatively, or in any combination.

Performance Measure - One or more measures selected by the Committee to measure Company, Segment, Division, or individual performance for a Performance Period. Performance Measures may vary from Performance Period to Performance Period and from Participant to Participant and may be established individually, alternatively, or in any combination, and subject to such modifications or variations as the Committee may specify.

Performance Period – means one or more periods of time as the Committee may designate over which the attainment of one or more Performance Goals will be measured.

Plan – This Cinedigm Management Annual Incentive Plan (MAIP)

Retirement - means retirement from the employ of the Company (other than for Cause) at or after the age 65 or, if prior to age 65 but at or after age 55, with the advance consent of the Committee.

Section 3. Participation