Common use of Acceleration of Equity Awards Clause in Contracts

Acceleration of Equity Awards. (i) In the event that Employee’s employment terminates due to Employee’s death pursuant to Section 8(a)(ii) or disability pursuant to Section 8(a)(iii), the portions of the Annual Equity Awards (if any) that are then granted, outstanding and not yet vested, and scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested, after giving effect to such acceleration provision, shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: (A) Employee’s employment terminates due to a termination “without cause” (and other than a termination described in paragraph (iii) of this Section 5(f)) pursuant to Section 8(a)(v); (B) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” (as defined in Section 8(a)(vi) below); or (C) a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control, Employee’s employment is terminated by Employee for “Good Reason,” in each case subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): (x) the portions of Annual

Acceleration of Equity Awards. (i) In the event that Employee’s employment terminates due to Employee’s death pursuant to Section 8(a)(ii) or disability pursuant to Section 8(a)(iii), the portions of the Annual Equity Awards (if any) that are then granted, outstanding and not yet vested, and scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested, after giving effect to such acceleration provision, shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: (A) Employee’s employment terminates due to a termination “without cause” (and other than a termination described in paragraph (iii) of this Section 5(f)) pursuant to Section 8(a)(v); (B) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” (as defined in Section 8(a)(vi) below); or (C) a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control, Employee’s employment is terminated by Employee for “Good Reason,” in each case subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): (x) the portions of AnnualAnnual Equity Awards (if any), that are then granted, outstanding and not yet vested, and scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested as of the termination date; and (y) fifty percent (50%) of the portions of the Annual Equity Awards (if any) that are then granted, outstanding and not yet vested, and are scheduled to vest within the period commencing twelve (12) months following such termination of employment and ending twenty-four (24) months following such termination of employment, shall accelerate and become fully vested as of the termination date (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)). Any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date.

Acceleration of Equity Awards. The following provisions shall apply to the equity awards contemplated by this Section 5: (i) In the event that either (A) Employee’s employment terminates due to his death, or (B) a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within six (6) months following such Change of Control, Employee’s death pursuant to employment is terminated by the Company “without cause” or by Employee for “Good Reason” (as such terms are defined in Section 8(a)(ii) or disability pursuant to Section 8(a)(iii7 below), the portions of Time-Based Grants and Performance-Based Grants provided in Sections 5(a) and (b) above, to the Annual Equity Awards (if any) that are extent then granted, outstanding and not yet vested, and scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employmentunvested, shall immediately accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested, after giving effect to such acceleration provision, shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: (A) Employee’s employment terminates due to a termination “without cause” (and other than a termination described in paragraph (iii) of this Section 5(f)) pursuant to Section 8(a)(v); (B) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve six (126) months following such Change in Management, Employee’s employment is terminated by the Company “without cause” or by Employee for “Good Reason” (as such terms are defined in Section 8(a)(vi) 7 below); or , each installment of the Time-Based Grants and Performance-Based Grants provided in Sections 5(a) and (Cb) a Change above that is then outstanding and unvested and is scheduled to vest within the period of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change termination of Controlemployment shall vest in full on the termination date, and fifty percent (50%) of each installment of the Time-Based Grants and Performance-Based Grants provided in Sections 5(a) and (b) above that is then outstanding and unvested and is scheduled to vest within the period commencing twelve (12) months following such termination of employment and ending twenty-four (24) months following such termination of employment shall vest on the termination date. (iii) In the event that Employee’s employment is terminated by Employee for the Company “Good Reason,without cause” as contemplated by Section 7(a)(v) below, any portion of the Time-Based Grants that is outstanding and scheduled to vest within the period of twelve (12) months following such termination shall accelerate and immediately become fully vested. (iv) Any portion of the Time-Based Grants and Performance-Based Grants that is unvested after giving effect to the accelerated vesting provisions in each case subject to paragraph (iii) or paragraph (iv) above, as applicable, shall terminate on the date of Employee’s satisfying the requirement to provide a general release termination of claims in accordance with Section 8(a)(v): (x) the portions of Annualemployment.

Acceleration of Equity Awards. The following provisions shall apply to the Equity Awards contemplated by this Section 5: (i) In the event that Employee’s employment terminates due to Employee’s death pursuant to Section 8(a)(ii) or disability pursuant to Section 8(a)(iii), the portions of the Annual Equity Awards (if any) that are then granted, outstanding and not yet vested, and scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested, after giving effect to such acceleration provision, shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: either (A) Employee’s employment terminates due to a termination his death or Disability (as defined herein), (B) Employee’s employment is terminated by the Company “without cause” as contemplated by Section 7(a)(v) below, (and other than C) a termination described in paragraph Change of Control (iiias defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control, Employee’s employment is terminated by Employee for “Good Reason” (as such term is defined in Section 5(f7(a)(vi) below)) pursuant to Section 8(a)(v); , or (BD) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” (as such term is defined in Section 8(a)(vi7(a)(vi) below); , each of the Equity Awards, to the extent then outstanding and unvested, shall immediately accelerate and become fully vested. (ii) Notwithstanding any provision to the contrary herein or in any equity award or other agreement, the provisions for accelerated vesting of equity awards in this Section 5(e) shall apply to, in addition to the Equity Awards, any other equity-based awards granted by the Company to Xx. Xxxxx X. Barge December 28, 2016 Employee that are (A) outstanding as of the date of this Agreement or (CB) a Change of Control (as defined herein) occurs granted during the Term at any time after the date of this Agreement (unless otherwise expressly provided by the CCLG at the time it approves the applicable grant). (iii) In the event that the Company changes its standard terms for grants of non-qualified stock options and on or within twelve share appreciation rights to employees generally during the Term to provide employees with a period longer than six (126) months following such Change termination of Controlemployment in which to exercise the applicable award, the Company agrees to recommend to the CCLG that Employee’s employment is terminated by Employee for “Good Reason,” in each case subject awards be amended to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): (x) the portions of Annualinclude this same provision.

Acceleration of Equity Awards. Notwithstanding anything to the contrary herein, the provisions of this Section 5(g) shall apply to each of the Annual Equity Awards. (i) In the event that EmployeeXxxxxxxxxx’s employment terminates due to Employee’s (A) his death pursuant to Section 8(a)(ii9(b) or disability (B) his Disability pursuant to Section 8(a)(iii9(c), the portions of the Annual Equity Awards (if any) that have been granted prior to Feltheimer’s termination date and are then granted, outstanding and not yet vested, and scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employment, vested shall accelerate and become fully vested on the termination date (subject to EmployeeFeltheimer’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v10(d) in the event of a termination pursuant to Section 8(a)(iii9(c)). Any portion of each such award that is not vested, after giving effect to such acceleration provision, shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: (A) Employee’s employment terminates due to a termination “without cause” (and other than a termination described in paragraph (iii) of this Section 5(f)) pursuant to Section 8(a)(v); (B) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, EmployeeFeltheimer’s employment is terminated by Employee Lions Gate without Cause pursuant to Section 9(f) or by Feltheimer for “Good Reason” (Reason as defined provided in Section 8(a)(vi9(e)(iv), (x) below); or the portions of the Annual Equity Awards (Cif any) that have been granted prior to Feltheimer’s termination date and are then outstanding and not yet vested shall immediately accelerate and become fully vested and (y) in the event that such a Change termination of Control (as defined hereinFeltheimer’s employment occurs after the start of a fiscal year and prior to the date on which an Annual Equity Award for that fiscal year is granted to Feltheimer pursuant to Section 5(a)(ii) occurs during above, such Annual Equity Award shall be granted to Feltheimer prior to such termination of his employment in accordance with the Term foregoing provisions of this Agreement Section 5 and on or within twelve such Annual Equity Award shall be fully vested (12and in the case of the Time-Based Option Award, exercisable) months following such Change as of Control, Employee’s employment is terminated by Employee for “Good Reason,” the grant date of the Annual Equity Award (subject in each case subject to EmployeeXxxxxxxxxx’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): 10(d)). If the foregoing clause (y) applies, the date of grant of such Annual Equity Award shall be considered the Annual Award Date of the award for purposes of Section 5(c). (iii) In the event that either (x) during the Term of this Agreement, Xxxxxxxxxx resigns from his employment with Lions Gate for any reason (a “Retirement”) and provided that Xxxxxxxxxx has provided at least six (6) months advance written notice to Lions Gate of such resignation or (y) Feltheimer’s employment with Lions Gate continues through the Expiration Date (and without regard to any termination of his employment that may occur thereafter), and so long as in any case Xxxxxxxxxx is not in material breach of any of his confidentiality and non-solicitation covenants under this Agreement, the portions of Annualthe Annual Equity Awards (if any) that have been granted prior to the date of Feltheimer’s Retirement and are then outstanding and not yet vested shall continue to vest in accordance with their terms following the Retirement date and, in the case of options and similar awards, shall be exercisable until the earlier of the date that is five (5) years after the Retirement Date or the original expiration date of the award (in each case, subject to Xxxxxxxxxx’s satisfying the requirement to provide a general release of claims in accordance with Section 10(d)). (iv) For any other equity-based awards granted during the Term at any time after the Effective Date (unless otherwise expressly provided by the Compensation Committee at the time it approves the applicable grant), the provisions for accelerated vesting of equity awards in this Section 5(g) shall apply to such awards.

Acceleration of Equity Awards. (i) In the event that Employee’s employment terminates due to Employee’s to: (A) his death pursuant to Section 8(a)(ii) or (B) his disability pursuant to Section 8(a)(iii), the portions of the Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date, are then granted, outstanding and not yet vested, and are scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested on the termination date (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested, vested after giving effect to such acceleration provision, provision shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: (A) Employee’s employment terminates due to a termination is terminated by the Company “without cause” (and other than a termination described in paragraph (iii) of this Section 5(f5(g)) pursuant to Section 8(a)(v); or (B) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” (as defined in Section 8(a)(vi) below); or (C) a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control Employee’s employment is terminated by Employee for “Good Reason”: (x) the portions of the Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date, are then outstanding and not yet vested, and are scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested as of the termination date; and (y) fifty percent (50%) of the portions of the Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date, are then outstanding and not yet vested, and are scheduled to vest within the period commencing twelve (12) months following such termination of employment and ending twenty-four (24) months following such termination of employment, shall accelerate and become fully vested on the termination date (subject, however, in each case to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)). Any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date. (iii) In the event that a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control, Employee’s employment is terminated by Employee for the Company “Good Reason,without cause” (as such term is defined in each case Section 8(a)(v) below) the following provisions shall apply: (A) the portions of the Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date and are then outstanding and not yet vested shall immediately accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): )); and (B) with respect to the portions of each of the Annual Equity Award(s) (if any) that: (I) are contemplated by Section 5(d) above; and (II) have not been granted and are scheduled to be granted pursuant to Section 5(d) above after the date of Employee’s termination (each, an “Ungranted Annual Equity Award”), Employee shall be entitled to a lump sum payment (subject to Employee’s provision of a general release of claims in accordance with Section 8(a)(v)), to be made not later than sixty (60) days after Employee’s termination date (provided, that if such 60-day period spans two calendar years, such payment will be made in the second year), in an amount equal to fifty percent (50%) of the aggregate dollar value of all such Ungranted Annual Equity Awards as set forth in Section 5(d) above. Such payment shall be made in cash, provided that the Company may, at its election, provide for Lions Gate to make all or a portion of such payment in the form of a number of Class B Shares determined by dividing the dollar amount of such payment by the closing price (in regular trading) of the Class B Shares on the payment date. (iv) In the event that Employee’s services pursuant to this Agreement are set to expire in due course on July 11, 2023, and no less than six (6) months before the conclusion of the Term, the Company either (x) does not offer Employee a renewal or extension of this Agreement or (y) offers Employee a renewal or extension of this Agreement but the terms of such offer are different from those provided herein and such different terms would constitute Good Reason (as defined in Section 8(a)(vi), except that solely for these purposes, clause (z) of such definition shall not apply and instead, a material reduction in the rate of Employee’s Base Salary as set forth in Section 2(a) shall constitute Good Reason), Employee’s services to the Company shall terminate on July 11, 2023 and the portions of Annualthe Signing Equity Awards and the Annual Equity Awards (if any), that have been granted prior to Employee’s termination date, that are then outstanding and not yet vested, and are scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, shall immediately accelerate and become fully vested on July 11, 2023 (subject, however, to Employee’s continued employment with the Company through July 11, 2023 and Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)). Any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date. If, more than six (6) months before the conclusion of the Term, the Company offers Employee a renewal or extension of this Agreement on terms Employee believes would constitute Good Reason, Employee shall comply with the notice, cure and termination provisions set forth in the definition of Good Reason in Section 8(a)(vi). (v) For any other equity-based awards granted during the Term at any time after the date of this Agreement (unless otherwise expressly provided by the CCLG at the time it approves the applicable grant), the provisions for accelerated vesting of equity awards in this Section 5(j) (other than the cash payment provided in Section 5(j)(iii)(B)) shall apply to such awards.

Acceleration of Equity Awards. (i) In the event that Employee’s employment terminates due to Employee’s to: (A) his death pursuant to Section 8(a)(ii); or, (B) or his total disability (which shall be applicable only in the instance where Employee qualifies for long-term disability benefits under the Company’s long-term disability plan as determined by Company’s insurer pursuant to the requirements set forth in such insurer’s policies therein) pursuant to Section 8(a)(iii), the portions of the Signing Equity Awards and the Annual Equity Awards (if any) ), that are then granted, outstanding granted and not yet vested, vested and scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section Sections 8(a)(iii)), provided, however, that any such portions shall vest only to the extent such portions are: (x) granted, outstanding and not yet vested on Employee’s termination Xx. Any Xxxxx Xxxxxxxxx As of October 1, 2018 Page 8 of 24 date; and, (y) scheduled to vest on or before the last day of the Term provided in Section 1(a) above (and any portion of each such award that is not vested, after giving effect to such acceleration provision, shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: (A) Employee’s employment terminates due to a termination “without cause” (and other than a termination described in paragraph (iii) of this Section 5(f5(h)) pursuant to Section 8(a)(v); or, (B) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” (as defined in Section 8(a)(vi) below, (x) the portions of the Signing Equity Awards and the Annual Equity Awards (if any), that are then granted and not yet vested and scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested on the termination date; and, (y) and fifty percent (50%) of the portions of the Signing Equity Awards and the Annual Equity Awards (if any) that are then granted and not yet vested and are scheduled to vest within the period commencing twelve (12) months following such termination of employment and ending twenty-four (24) months following such termination of employment shall accelerate and become fully vested on the termination date (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)), provided, however, that any such portion shall vest only to the extent it is: (x) granted, outstanding and not yet vested on Employee’s termination date; and, (y) scheduled to vest on or before the last day of the Term provided in Section 1(a) above (Cand any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date). (iii) In the event that during the Term, a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control, Employee’s employment is terminated by the Company “without cause” as such term is defined in Section 8(a)(v) below or Employee’s employment is terminated by Employee for “Good Reason,” as such term is defined in each case subject to Employee’s satisfying Section 8(a)(vi) below, the requirement to provide a general release of claims in accordance with Section 8(a)(v): (x) the portions of Annualfollowing provision shall apply:

Acceleration of Equity Awards. The following provisions shall apply to the Equity Awards contemplated by this Section 5: (i) In the event that Employee’s employment terminates due to Employee’s death pursuant to Section 8(a)(ii) or disability pursuant to Section 8(a)(iii), the portions of the Annual Equity Awards (if any) that are then granted, outstanding and not yet vested, and scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested, after giving effect to such acceleration provision, shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: either (A) Employee’s employment terminates due to a termination his death or Disability (as defined herein), (B) Employee’s employment is terminated by the Company “without cause” as contemplated by Section 7(a)(v) below, (and other than C) a termination described in paragraph Change of Control (iiias defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control, Employee’s employment is terminated by Employee for “Good Reason” (as such term is defined in Section 5(f7(a)(vi) below)) pursuant to Section 8(a)(v); , or (BD) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” (as such term is defined in Section 8(a)(vi7(a)(vi) below); , each of the Equity Awards, to the extent then outstanding and unvested, shall immediately accelerate and become fully vested. (ii) Notwithstanding any provision to the contrary herein or in any equity award or other agreement, the provisions for accelerated vesting of equity awards in this Section 5(e) shall apply to, in addition to the Equity Awards, any other equity-based awards granted by the Company to Xx. Xxxxx X. Barge December 28, 2016 Employee that are (A) outstanding as of the date of this Agreement or (CB) a Change of Control (as defined herein) occurs granted during the Term at any time after the date of this Agreement and on or within twelve (12) months following such Change of Control, Employee’s employment is terminated unless otherwise expressly provided by Employee for “Good Reason,” in each case subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): (x) CCLG at the portions of Annualtime it approves the applicable grant).

Acceleration of Equity Awards. The following provisions shall apply to the equity awards contemplated by this Section 5: (i) In the event that either (A) Employee’s employment terminates due to his death, or (B) a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Xx. Xxxxx Xxxxxxxxx November 13, 2015 Control, Employee’s death pursuant to employment is terminated by the Company “without cause” or by Employee for “Good Reason” (as such terms are defined in Section 8(a)(ii) or disability pursuant to Section 8(a)(iii7 below), the portions of Time-Based Grants and Performance-Based Grants provided in Sections 5(a) and (b) above, to the Annual Equity Awards (if any) that are extent then granted, outstanding and not yet vested, and scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employmentunvested, shall immediately accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested, after giving effect to such acceleration provision, shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: Term, either (A) Employee’s employment terminates due to a termination is terminated at any time by the Company “without cause” (and other than a termination described in paragraph (iiias contemplated by Section 7(a)(v) of this Section 5(f)) pursuant to Section 8(a)(v); below, or (B) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” (as such term is defined in Section 8(a)(vi7(a)(vi) below); or , then each installment of the Time-Based Grants and Performance-Based Grants provided in Sections 5(a) and (Cb) a Change above that is then outstanding and unvested and is scheduled to vest within the period of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change termination of Controlemployment shall vest in full on the termination date, and fifty percent (50%) of each installment of the Time-Based Grants and Performance-Based Grants provided in Sections 5(a) and (b) above that is then outstanding and unvested and is scheduled to vest within the period commencing twelve (12) months following such termination of employment and ending twenty-four (24) months following such termination of employment shall vest on the termination date. (iii) Any portion of the Time-Based Grants and Performance-Based Grants that is unvested after giving effect to the accelerated vesting provisions in paragraph (ii) above shall terminate on the date of Employee’s employment is terminated termination of employment. (iv) Notwithstanding any provision to the contrary herein or in any equity award or other agreement, the provisions for accelerated vesting of equity awards in this Section 5(c) shall apply to, in addition to the Time-Based Grants and Performance-Based Grants, any other equity-based awards granted by the Company to Employee for “Good Reason,” in each case subject to Employee’s satisfying that are (A) outstanding as of the requirement to provide a general release date of claims in accordance with Section 8(a)(v): this Agreement or (xB) granted during the portions Term at any time after the date of Annualthis Agreement (unless otherwise expressly provided by the CCLG at the time it approves the applicable grant).

Acceleration of Equity Awards. The following provisions shall apply to the equity awards contemplated by this Section 5: (i) In the event that either (A) Employee’s employment terminates due to his death, or (B) a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control, Employee’s death pursuant to employment is terminated by the Company “without cause” or by Employee for “Good Reason” (as such terms are defined in Section 8(a)(ii) or disability pursuant to Section 8(a)(iii7 below), the portions of Time-Based Grants and Performance-Based Grants provided in Sections 5(a) and (b) above, to the Annual Equity Awards (if any) that are extent then granted, outstanding and not yet vested, and scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employmentunvested, shall immediately accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested, after giving effect to such acceleration provision, shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: Term, either (A) Employee’s employment terminates due to a termination is terminated at any time by the Company “without cause” (and other than a termination described in paragraph (iiias contemplated by Section 7(a)(v) of this Section 5(f)) pursuant to Section 8(a)(v); below, or (B) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” (as such term is defined in Section 8(a)(vi7(a)(vi) below); or , then each installment of the Time-Based Grants and Performance-Based Grants provided in Sections 5(a) and (Cb) a Change above that is then outstanding and unvested and is scheduled to vest within the period of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change termination of Controlemployment shall vest in full on the termination date, and fifty percent (50%) of each installment of the Time-Based Grants and Performance-Based Grants provided in Sections 5(a) and (b) above that is then outstanding and unvested and is scheduled to vest within the period commencing twelve (12) months following such termination of employment and ending twenty-four (24) months following such termination of employment shall vest on the termination date. (iii) Any portion of the Time-Based Grants and Performance-Based Grants that is unvested after giving effect to the accelerated vesting provisions in paragraph (ii) above shall terminate on the date of Employee’s employment is terminated termination of employment. (iv) Notwithstanding any provision to the contrary herein or in any equity award or other agreement, the provisions for accelerated vesting of equity awards in this Section 5(c) shall apply to, in addition to the Time-Based Grants and Performance-Based Grants, any other equity-based awards granted by the Company to Employee for “Good Reason,” in each case subject to Employee’s satisfying that are (A) outstanding as of the requirement to provide a general release date of claims in accordance with Section 8(a)(v): this Agreement or (xB) granted during the portions Term at any time after the date of Annualthis Agreement (unless otherwise expressly provided by the CCLG at the time it approves the applicable grant).

Acceleration of Equity Awards. (i) In the event that Employee’s employment terminates due to Employee’s to: (A) his death pursuant to Section 8(a)(ii) or (B) his disability pursuant to Section 8(a)(iii), the portions of the Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date, are then granted, outstanding and not yet vested, and are scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested on the termination date (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested, vested after giving effect to such acceleration provision, provision shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: (A) Employee’s employment terminates due to a termination is terminated by the Company “without cause” (and other than a termination described in paragraph (iii) of this Section 5(f5(i)) pursuant to Section 8(a)(v); or (B) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” (as defined in Section 8(a)(vi) below); or (C) a Xx. Xxxxx Xxxxx November 1, 2019 Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control Employee’s employment is terminated by Employee for “Good Reason”: (x) the portions of the Signing Equity Awards and the Annual Equity Awards (if any), that have been granted prior to Employee’s termination date, are then outstanding and not yet vested, and are scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested as of the termination date; and (y) fifty percent (50%) of the portions of the Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date, are then outstanding and not yet vested, and are scheduled to vest within the period commencing twelve (12) months following such termination of employment and ending twenty-four (24) months following such termination of employment, shall accelerate and become fully vested on the termination date (subject, however, in each case to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)). Any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date. (iii) In the event that a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control, Employee’s employment is terminated by Employee for the Company “Good Reason,without cause” (as such term is defined in each case Section 8(a)(v) below) the following provisions shall apply: (A) the portions of the Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date and are then outstanding and not yet vested shall immediately accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): )); and (B) with respect to the portions of each of the Annual Equity Award(s) (if any) that: (I) are contemplated by Section 5(c) above; and (II) have not been granted and are scheduled to be granted pursuant to Section 5(c) above after the date of Employee’s termination (each, an “Ungranted Annual Equity Award”), Employee shall be entitled to a lump sum payment (subject to Employee’s provision of a general release of claims in accordance with Section 8(a)(v)), to be made not later than sixty (60) days after Employee’s termination date Xx. Xxxxx Xxxxx November 1, 2019 Page 10 of 25 (provided, that if such 60-day period spans two calendar years, such payment will be made in the second year), in an amount equal to fifty percent (50%) of the aggregate dollar value of all such Ungranted Annual Equity Awards as set forth in Section 5(c) above. Such payment shall be made in cash, provided that the Company may, at its election, provide for Lions Gate to make all or a portion of such payment in the form of a number of Class B Shares determined by dividing the dollar amount of such payment by the closing price (in regular trading) of the Class B Shares on the payment date. (iv) In the event that Employee’s services pursuant to this Agreement are set to expire in due course on July 31, 2023, and no less than six (6) months before the conclusion of the Term, the Company either (x) does not offer Employee a renewal or extension of this Agreement or (y) offers Employee a renewal or extension of this Agreement but the terms of such offer are different from those provided herein and such different terms would constitute Good Reason (as defined in Section 8(a)(vi), except that solely for these purposes, clause (z) of such definition shall not apply and instead, a material reduction in the rate of Employee’s Base Salary as set forth in Section 2(a) shall constitute Good Reason), Employee’s services to the Company shall terminate on July 31, 2023 and the portions of Annualthe Signing Equity Awards and the Annual Equity Awards (if any), that have been granted prior to Employee’s termination date, that are then outstanding and not yet vested, and are scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, shall immediately accelerate and become fully vested on July 31, 2023 (subject, however, to Employee’s continued employment with the Company through July 31, 2023 and Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)). Any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date. If, more than six (6) months before the conclusion of the Term, the Company offers Employee a renewal or extension of this Agreement on terms Employee believes would constitute Good Reason, Employee shall comply with the notice, cure and termination provisions set forth in the definition of Good Reason in Section 8(a)(vi). (v) For any other equity-based awards granted during the Term at any time after the date of this Agreement (unless otherwise expressly provided by the CCLG at the time it approves the applicable grant), the provisions for accelerated vesting of equity awards in this Section Xx. Xxxxx Xxxxx November 1, 2019 5(i) (other than the cash payment provided in Section 5(i)(iii)(B)) shall apply to such awards.

Acceleration of Equity Awards. (i) In the event that Employee’s employment terminates due to Employeehis death or total disability (which shall be applicable only in the instance where Employee qualifies for long-term disability benefits under the Company’s death long-term disability plan as determined by Company’s insurer pursuant to Section 8(a)(iithe requirements set forth in such insurer’s policies therein) pursuant to Sections 7(a)(ii) or disability pursuant to Section 8(a)(iii7(a)(iii), the following provision shall apply: (A) the portions of the Annual Equity Awards (if any) ), that are then granted, outstanding granted and not yet vested, vested and scheduled to vest within Mr. Corii Xxxxx Xxxx May 16, 2018 the period of twenty-four (24) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims claims, if practicable, in accordance with Section 8(a)(v7(a)(v) in the event of a termination pursuant to Section 8(a)(iii7(a)(iii)). Any , provided, however, that any such portions shall vest only to the extent such portions are: (x) granted and not yet vested on Employee’s termination date; and, (y) scheduled to vest on or before the last day of the Term provided in Section 1(a) (or Section 1(b), if applicable) above (and any portion of each such award that is not vested, vested after giving effect to such acceleration provision, provision shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: (A) Employee’s employment terminates due to a termination “without cause” (and other than a termination described in paragraph (iii) of this Section 5(f)) pursuant to Section 8(a)(v7(a)(v); , during the Term of this Agreement, the following provision shall apply: (BA) the employment portions of both Xxx Xxxxxxxxxx the Annual Equity Awards (if any), that are then granted and Xxxxxxx Xxxxx with not yet vested and scheduled to vest within the Company terminates (the second such termination to occur, a “Change in Management”) and on or within period of twelve (12) months following the date of such Change in Management, termination of Employee’s employment is terminated by Employee for “Good Reason” employment, shall accelerate and become fully vested (as defined subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 7(a)(v)), provided, however, that any such portion shall vest only to the extent it is: (x) granted and not yet vested on Employee’s termination date; and, (y) scheduled to vest on or before the last day of the Term provided in Section 8(a)(vi1(a) below(or Section 1(b); or , if applicable) above (Cand any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date). (iii) In the event that a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve nine (129) months following such Change of Control, Employee’s employment is terminated by Employee for the Company “Good Reason,without cause” (as such terms are defined in each case Section 7 below), the following provision shall apply: (A) the portions of the Annual Equity Awards (if any), that are then granted and not yet vested and scheduled to vest within the period of twelve (12) months following the date of such Mr. Corii Xxxxx Xxxx May 16, 2018 termination of Employee’s employment, shall immediately accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): 7(a)(v)), provided, however, that any such portion shall vest only to the extent it is: (x) granted and not yet vested on Employee’s termination date; and, (y) scheduled to vest on or before the last day of the Term provided in Section 1(a) (or Section 1(b), if applicable) above (and any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date); and, (B) with respect to the portions of Annualeach Annual Equity Award (if any) that: (I) are contemplated by Section 5(a) above; (II) are scheduled to be granted pursuant to Section 5(a) above after the date of Employee’s termination; and, (III) include one or more installments that are scheduled to vest pursuant to Section 5(c) on or before the last day of the Term provided in Section 1(a) above (any such vesting installment that is scheduled to vest within the period described in clause (III), an “Eligible Equity Installment”), Employee shall be entitled to a lump sum payment (subject to Employee’s provision of a general release of claims in accordance with Section 7(a)(v)), to be made not later than sixty (60) days after Employee’s termination date, in an amount equal to seventy-five percent (75%) of the aggregate dollar value of all such Eligible Equity Installments, with the dollar value of each Eligible Equity Installment to be determined based on the total value of the applicable award set forth in Section 5(a) and the portion of such total award value that corresponds to the particular installment (i.e., as to an award with a total value of $100,000 that vests in three annual installments, the value of each such installment would be approximately $33,333). Such payment shall be made in cash, provided that the Company may, at its election, provide for Lions Gate to make such payment in the form of a number of Class B Shares determined by dividing the dollar amount of such payment by the closing price (in regular trading) of the a Class B Shares on the payment date.

Acceleration of Equity Awards. (i) In the event that Employee’s employment terminates due to Employee’s death pursuant to Section 8(a)(ii) or disability pursuant to Section 8(a)(iii), the portions of the Signing Equity Award and the Annual Equity Awards (if any) ), that are then granted, outstanding and not yet vested, vested and scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested, after giving effect to such acceleration provision, shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: (A) Employee’s employment terminates due to a termination “without cause” (and other than a termination described in paragraph (iii) of this Section 5(f)5(h) pursuant to Section 8(a)(v); (B) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” (as defined in Section 8(a)(vi) below); or (C) a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control, Control Employee’s employment is terminated by Employee for “Good Reason,” in each case ”, subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): (x) the portions of Annualthe Signing Equity Award and Annual Equity Awards (if any), that are then granted, outstanding, and not yet vested and scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested on the termination date; and, (y) fifty percent (50%) of the portions of the Xx. Xxxxx Xxxxx As of March 27, 2023 Annual Equity Awards (if any) that are then granted, outstanding, and not yet vested and scheduled to vest within the period commencing twelve (12) months following such termination of employment and ending twenty-four (24) months following such termination of employment shall accelerate and become fully vested on the termination date. Any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date. (iii) In the event that during the Term, a Change of Control (as defined herein) occurs and on or within twelve (12) months following such Change of Control, Employee’s employment is terminated by the Company “without cause” (as such term is defined in Section 8(v) below), the following provision shall apply: (A) the portions of the Signing Equity Award and Annual Equity Awards (if any), that have been granted prior to Employee’s termination date and are then outstanding and not yet vested, shall immediately accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)); and, (B) with respect to the portions of each Annual Equity Award(s) (if any) that: (I) are contemplated by Section 5(c) above; and (II) have not been granted and are scheduled to be granted pursuant to Section 5(c) above after the date of Employee’s termination (each, an “Ungranted Annual Equity Award”), Employee shall be entitled to a lump sum payment (subject to Employee’s provision of a general release of claims in accordance with Section 8(a)(v)), to be made not later than sixty (60) days after Employee’s termination date (provided, that if such 60-day period spans two calendar years, such payment will be made in the second year), in an amount equal to fifty percent (50%) of the aggregate dollar value of all such Ungranted Annual Equity Awards as set forth in Section 5(c) above (based on Employee’s base salary in effect on Employee’s termination date). Such payment shall be made in cash, provided that the Company may, at its election, provide for Lions Gate to make all or a portion of such payment in the form of a number of Class B Shares determined by dividing the dollar amount of such payment by the closing price (in regular trading) of the Class B Shares on the payment date. (iv) In the event that Employee’s services pursuant to this Agreement are set to expire in due course on March 31, 2026, and no less than Xx. Xxxxx Xxxxx As of March 27, 2023 six (6) months before the conclusion of the Term, the Company either (x) does not offer Employee a renewal or extension of this Agreement or (y) offers Employee a renewal or extension of this Agreement but the terms of such offer are different from those provided herein and such different terms would constitute Good Reason (as defined in Section 8(a)(vi), except that solely for these purposes, clause (z) of such definition shall not apply and instead, a material reduction in the rate of Employee’s Base Salary as set forth in Section 2(a) shall constitute Good Reason), Employee’s services to the Company shall terminate on March 31, 2026 and the portions of the Signing Equity Award and Annual Equity Awards (if any), that have been granted prior to Employee’s termination date, are then outstanding and not yet vested, and are scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, shall immediately accelerate and become fully vested on March 31, 2026 (subject, however, to Employee’s continued employment with the Company through March 31, 2026 and Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v)). Any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date. If, more than six (6) months before the conclusion of the Term, the Company offers Employee a renewal or extension of this Agreement on terms Employee believes would constitute Good Reason, Employee shall comply with the notice, cure and termination provisions set forth in the definition of Good Reason in Section 8(a)(vi). (v) Notwithstanding any provision to the contrary herein, for any other equity-based awards granted during the Term at any time after the date of this Agreement that are (A) outstanding as of the date of this Agreement; or, (B) granted during the Term at any time after the date of this Agreement (unless otherwise expressly provided by the CCLG at the time it approves the applicable grant), the provisions for accelerated vesting of equity awards in this Section 5(h) shall apply to such awards (other than the cash payment provided in Section 5(h)(iii)(B)).

Acceleration of Equity Awards. (i) In the event that Employee’s employment terminates due to Employee’s death pursuant to Section 8(a)(ii) or disability pursuant to Section 8(a)(iii), the portions of the Annual Equity Awards (if any) ), that are then granted, outstanding and not yet vested, vested and scheduled to vest within the period of twenty-four (24) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v) in the event of a termination pursuant to Section 8(a)(iii)). Any portion of each such award that is not vested, after giving effect to such acceleration provision, shall terminate on Employee’s termination date). (ii) In the event that during the Term of this Agreement: (A) Employee’s employment terminates due to a termination “without cause” (and other than a termination described in paragraph (iii) of this Section 5(f)) pursuant to Section 8(a)(v); (B) the employment of both Xxx Xxxxxxxxxx and Xxxxxxx Xxxxx with the Company terminates (the second such termination to occur, a “Change in Management”) and on or within twelve (12) months following such Change in Management, Employee’s employment is terminated by Employee for “Good Reason” (as defined in Section 8(a)(vi) below); or or, (C) a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control Employee’s employment is terminated by Employee for “Good Reason”, in each case subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): (x) the portions of Annual Equity Awards (if any), that are then granted, outstanding and not yet vested and scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, shall accelerate and become fully vested on the termination date; and, (y) fifty percent (50%) of the portions of the Xx. Xxxxx Xxxxxxxxx As of October 1, 2022 Annual Equity Awards (if any) that are then granted and not yet vested and are scheduled to vest within the period commencing twelve (12) months following such termination of employment and ending twenty-four (24) months following such termination of employment shall accelerate and become fully vested on the termination date, provided, however, that any such portion shall vest only to the extent that it is (a) granted, outstanding and not yet vested on Employee’s termination date (and any portion of each such award that is not vested after giving effect to such acceleration provision shall terminate on Employee’s termination date). (iii) In the event that a Change of Control (as defined herein) occurs during the Term of this Agreement and on or within twelve (12) months following such Change of Control, Employee’s employment is terminated by Employee for the Company “Good Reason,without cause” (as such term is defined in each case Section 8(v) below), the following provision shall apply: (A) the portions of the Annual Equity Awards (if any), that have been granted prior to Employee’s termination date and are then outstanding and not yet vested, shall immediately accelerate and become fully vested (subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): )); and, (xB) with respect to the portions of Annualeach Annual Equity Award(s) (if any) that: (I) are contemplated by Section 5(a) above; and