Form 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
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PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): October 27, 2006
Commission
File # 000-51055
RED
MILE ENTERTAINMENT, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-4441647
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification Number)
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4000
Bridgeway, Suite 101
Sausalito,
CA 94965
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
415-339-4240
(Registrant’s
telephone number, including area code)
NOT
APPLICABLE
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
Management
Bonus Plan
On
October 26, 2006, the Board of Directors of Red Mile Entertainment Inc. (the
“Company”) approved a Fiscal 2007 Employee Incentive Bonus Plan (the “Plan”),
which is a variable cash incentive program designed to motivate participants
to
achieve the Company’s financial and other performance objectives, and to reward
them for their achievements when those objectives are met. All of the Company’s
employees and several consultants are eligible to be considered for
participation in the Plan solely at the discretion of the Board of Directors.
Target bonuses vary based on the participant’s salary, and the amount of target
bonus actually paid to individual employees will be based on the achievement
of
(i) certain individual performance objectives tailored to each participant’s
role in the Company, (ii) certain Company performance objectives tied to the
Company’s annual revenue, and (iii) certain non financial measures, specifically
the volume of a key game shipped during the year. This is provided that other
financial goals may be assessed as determined appropriate by the Company’s Board
of Directors. The participants or the Company may elect to award this bonus
in
the Company’s common stock. There is also a provision in the plan which allows
for the Board of Directors to award discretionary spot bonuses for extraordinary
performance.
This
brief description of the Plan is qualified by reference to the Fiscal 2007
Employee Incentive Bonus Plan attached as Exhibit 10.16 to this report.
Item
9.01. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit No.
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Description
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10.16
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Fiscal
2007 Employee Incentive Bonus
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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.
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Red
Mile Entertainment Inc.
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Date:
October 27, 2006
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/s/
Ben Zadik
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Ben
Zadik
Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.16
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Fiscal
2007 Employee Incentive Bonus Plan
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