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): February 27, 2012

MAJESCO ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware	000-51128	06-1529524
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

160 Raritan Center Parkway

Edison, New Jersey

(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):

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

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

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

¨ 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 certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.

(e) On February 27, 2012, the Compensation Committee of the Board of Directors of Majesco Entertainment Company (the “Company”) approved the terms of an incentive bonus program for the Company’s 2012 Fiscal year. A description of the material terms of the 2012 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	2012 Executive Officer Incentive Bonus Program

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: March 2, 2012
	/s/ Jesse Sutton
	Jesse Sutton
	Chief Executive Officer

EX-10.1

Exhibit 10.1

Majesco Entertainment Company

2012 Executive Officer Incentive Bonus Program

The 2012 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 the executive officers will be $488,000 (the “Bonus Target”). The Bonus Target is determined as follows:

GOALS

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 account for 25% of the Bonus Target, and address the following areas:

• Digital Platforms

• Franchise Creation

ALLOCATION

The Bonus Target will be allocated pro rata among the participants based on their target bonus amounts set forth below. 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	Chief Financial Officer	50% of annual salary, or $125,000