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 11, 2010
The
Orchard Enterprises, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
000-51761
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20-3365526
|
|
(State
or Other Jurisdiction of Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification No.)
|
|
23
East 4th
Street
3rd
Floor
New
York, New York
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10003
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
(Registrant's
telephone number, including area code): (212)
201-9280
(Former
name or former address if changed since last report.)
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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
January 11, 2010, upon the approval of the operating plan for fiscal 2010 of The
Orchard Enterprises, Inc. (the “Company”), the Compensation Committee of the
Board of Directors of the Company established cash bonus targets and performance
criteria for performance-based cash awards to the Company’s management for
fiscal 2010. The following table presents the fiscal 2010 bonus
targets established by the Compensation Committee for the Company’s named
executive officers:
|
Name
|
Title
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Fiscal 2010 Bonus
Target
|
|
|
|
|
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Brad
Navin
|
Interim
Chief Executive Officer
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$125,000
|
|
Nathan
Fong
|
Chief
Financial Officer
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$75,000
|
|
|
|
|
For each
of the named executive officers, the bonus for fiscal 2010 is based one-third on
achieving revenue metrics as reported on a GAAP basis, one-third on achieving
EBITDA metrics as reported in the Company’s earnings releases and one-third on
the discretion of the Compensation Committee. The target revenue and
EBITDA metrics include a range of targets based on the 2010 operating plan which
could result in the named executive officers receiving a percentage (which could
exceed 100%) of their bonus target amounts depending on where the actual results
fall within the range of the established metrics. Actual bonus
payments may range from 33% of the target amounts, if actual results meet the
minimum target amounts, to 100% of the target amounts, if the Company meets the
base case targets. No bonus amount is payable if actual results are
below the minimum target amounts. In addition, if the Company’s
actual results for 2010 exceed the Company’s base case targets, the named
executive officers may receive a maximum of 125% of their bonus target amounts
depending on actual results. The Company believes that the base case target
revenue and EBITDA metrics are achievable if the Company meets the base case
2010 operating plan.
Signatures
Pursuant
to the requirements of the Securities and Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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The
Orchard Enterprises, Inc.
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Date:
January 14, 2010
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By:
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/s/ Brad
Navin |
| |
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Name:
Brad Navin
|
| |
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Title:
Interim Chief Executive
Officer
|