8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2011

MAJESCO ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-32404	06-1529524
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

160 Raritan Center Parkway,
Edison, New Jersey 08837
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (732) 225-8910

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of directors or principal officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.

(e) On January 13, 2011, the Compensation Committee of the Board of Directors of Majesco Entertainment Company (the “Company”) approved the terms of an incentive bonus plan for the Company’s 2011 fiscal year. A description of the material terms of the 2011 Executive Officer Incentive Bonus Program applicable to the Company’s executive officers is set forth in Exhibit 10.1 of this current report.

Item 9.01 Financial Statements and Exhibits

The following exhibit is furnished with this report:

Exhibit No.	Description
10.1	2011 Executive Officer Incentive Bonus Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MAJESCO ENTERTAINMENT COMPANY
Dated: January 20, 2011	/s/ Jesse Sutton
	Jesse Sutton
	Chief Executive Officer

EX-10.1

Exhibit 10.1

Majesco Entertainment Company
2011 Executive Officer Incentive Bonus Program

The 2011 incentive bonus program of Majesco Entertainment Company (the “Company”) applies to the Company’s executive officers and other management. The program is comprised of two components, a funding component and an allocation component. The funding component is the basis on which the dollar amount of the bonus pool to be allocated among all participants is calculated and is based on the achievement by the Company of financial and operational goals (the “Goals”). The allocation component is the basis on which the actual bonus amount will be paid to each participant.

If the Company meets all of the Goals set forth below, the bonus pool for executive officers will be $433,000 (the “Bonus Target”). All payments will be made no later than January 15, 2012. The Bonus Target is determined as follows:

GOALS

The financial goal (the “Financial Goal”) accounts for 75% of the Bonus Target, and is determined by a measure of net income as adjusted for certain non-operational items.

The purpose of the operational goals (the “Operational Goals”) is to provide incentives for activities important to the Company’s long-term value, outside of immediate financial impact. The Operational Goals address the following such areas:

• Emerging digital platforms

• Focus on key customer accounts/retail placement

• Franchise creation

• Intellectual property/content license acquisition

The four Operational Goals each account for 6.25% of the Bonus Target, and are as follows:

• Achieve a defined revenue target for titles on emerging digital platforms;

• Franchise Creation: for one of the Company’s top four titles in 2011 (“Top Titles”), exceed the Company’s original internal forecast by 50% (150% of forecast inclusive of all versions of the title); and

• Key Customer Account (“Key Accounts”) focus for the Top Titles:

§	Achieve placement in at least 80% of the Key Accounts for each Top Title;
§	Total revenue from each Top Title for Key Accounts should be at least 75% of the forecasted estimate for each account;

• Achieve positive gross contribution on all 2011-launched titles.

PAYMENT

If all of the Goals are achieved, the full Bonus Target will be paid. However, the Bonus Target can be increased if the Financial Goal is exceeded. Similarly, if all of the Goals are not achieved, the Bonus Target will be reduced as follows:

• If the Financial Goal is achieved, 75% of the Bonus Target will be earned.

• If the Financial Goal is partially achieved, a percentage less than 75% of the Bonus Target will be earned.

• Each Operational Goal is either achieved or not, each counting for 6.25% towards the Bonus Target.

• If the Financial Goal is achieved, even partially, some percentage of the Bonus Target would be earned, even if no Operational Goals are achieved.

• If all of the Operational Goals are achieved (4 x 6.25%), 25% of the Bonus Target could be earned under certain circumstances, even if the Financial Goal is not achieved. However, there will be no payout if only Operational Goals are achieved if such payout would result in a net loss under the net income calculation pursuant to the Plan.

ALLOCATION

The Bonus Target will be allocated pro rata among the participants based on their target bonus amounts set forth below. Subject to the terms of any individual’s employment agreement, an individual must be employed by the Company on the last day of the Company’s fiscal year in order to be eligible to receive payment under the program. If any participant is not entitled to a payment, their pro rata portion will not be allocated to the other participants.

Name	Position	Target Bonus
Jesse Sutton	Chief Executive Officer	100% of annual salary, or $363,000
Michael Vesey	Interim Chief Financial Officer	35% of annual salary, or $70,000