X0303 4 2011-04-04 0001173204 Cinedigm Digital Cinema Corp. CIDM 0001268000 LOFFREDO GARY S 55 MADISON AVENUE SUITE 300 MORRISTOWN NJ 07960 1 1 0 0 Senior VP, Gen Counsel & Secy Class A Common Stock 2011-04-04 4 A 0 59172 0 A 82172 D Stock Option (Right to buy) 5.00 2012-02-28 Class A Common Stock 20000 20000 D Stock Option (Right to buy) 2.50 2012-12-18 Class A Common Stock 20000 20000 D Stock Option (Right to buy) 5.00 2013-11-04 Class A Common Stock 50000 50000 D Stock Option (Right to buy) 3.60 2005-12-01 2015-01-13 Class A Common Stock 40000 40000 D Stock Option (Right to buy) 10.25 2006-09-14 2016-03-08 Class A Common Stock 10000 10000 D Stock Option (Right to buy) 5.16 2017-10-18 Class A Common Stock 10000 10000 D Stock Option (Right to buy) 1.37 2009-08-11 2019-08-11 Class A Common Stock 40000 40000 D Stock Option (Right to buy) 1.37 2012-10-21 2019-10-21 Class A Common Stock 90000 90000 D Stock Option (Right to buy) 1.40 2020-06-11 Class A Common Stock 64795 64795 D Restricted Stock Units 2011-05-09 Class A Common Stock 90000 90000 D Restricted Stock Units 2012-04-23 Class A Common Stock 35000 35000 D The option vested in three equal annual installments commencing February 28, 2003. The option vested in three equal annual installments commencing December 18, 2003. Of such options, one-third vested on November 4 of each of 2004 and 2005 and the remaining vested on March 8, 2006. The option vests in three equal annual installments commencing October 18, 2008. Vesting may accelerate as follows: (a) On 10/21/10, 1/3 of the Options will vest if the Class A Common Stock ("Common Stock") has traded at $2.75 or more for at least 10 consecutive trading days (a "10-day period") during the year ending on such date; 2/3 of the Options will vest if the Common Stock has traded at $3.75 or more for a 10-day period during the year ending on such date; or all of the unvested Options will vest if the Common Stock has traded at $5.00 or more for a 10-day period during the year ending on such date; and (b) on 10/21/11, 1/3 of the unvested Options will vest if the Common Stock has traded at $2.75 or more for a 10-day period during the two years ending on such date; 2/3 of the unvested Options will vest if the Common Stock has traded at $3.75 or more for a 10-day period during the two years ending on such date; or all of the unvested Options will vest if the Common Stock has traded at $5.00 or more for a 10-day period during the year ending on such date. The option vests in three equal annual installments commencing June 11, 2011. Each restricted stock unit (an "RSU") represents a contingent right to receive one share of Common Stock; however, the Issuer has the discretion to settle in Common Stock or cash or a combination thereof. (a) On May 9, 2011, all of the RSUs will vest unless earlier vested pursuant to (b) below. (b) On May 9, 2010, (i) 1/3 of the unvested RSUs will vest if the Class A Common Stock (the "Common Stock") has traded at $7.00 or more for at least 10 consecutive trading days (a "10-day period") during the two years ending on such date or (ii) 2/3 of the unvested RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the two years ending on such date or (iii) all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date. Vesting may accelerate as follows: (a) On 4/23/10, 1/3 of the RSUs will vest if the Common Stock has traded at $7.00 or more for at least 10 consecutive trading days (a "10-day period") during the year ending on such date; 2/3 of the RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the year ending on such date; or all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date; and (b) On 4/23/11, 1/3 of the unvested RSUs will vest if the Common Stock has traded at $7.00 or more for a 10-day period during the two years ending on such date; 2/3 of the unvested RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the two years ending on such date; or all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date. /s/ Gary S. Loffredo 2011-04-06