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 Signing Equity Award and 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(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 Employee’s employment is terminated by Employee for “Good Reason”, 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 the 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 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 Award Awards and the Annual Equity Awards (if any)) that have been granted prior to Employee’s termination date, that are then granted, outstanding and not yet vested 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(h5(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”, 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 the Signing Equity Award Awards and the Annual Equity Awards (if any), that have been granted prior to Employee’s termination date, are then granted, outstanding, outstanding and not yet vested 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 on as of the termination date; and, and (y) fifty percent (50%) of the portions of the Xx. Xxxxx Xxxxx As of March 27, 2023 Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date, are then granted, outstanding, outstanding and not yet vested 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 employment, shall accelerate and become fully vested on the termination datedate (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 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(v8(a)(v) below), ) the following provision provisions shall apply: (A) the portions of the Signing Equity Award 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, 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 (based on Employee’s base salary in effect on Employee’s termination date)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 March July 31, 20262023, 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 July 31, 2026 2023 and the portions of the Signing Equity Award 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 March July 31, 2026 2023 (subject, however, to Employee’s continued employment with the Company through March July 31, 2026 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) Notwithstanding any provision to the contrary herein, for 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(hXx. Xxxxx Xxxxx November 1, 2019 5(i) shall apply to such awards (other than the cash payment provided in Section 5(h)(iii)(B5(i)(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) his disability pursuant to Section 8(a)(iii), the portions of the Signing Equity Award Awards and the Annual Equity Awards (if any)) that have been granted prior to Employee’s termination date, that are then granted, outstanding and not yet vested 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(h5(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”, 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 the Signing Equity Award Awards and the Annual Equity Awards (if any)) that have been granted prior to Employee’s termination date, that are then granted, outstanding, outstanding and not yet vested 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 on as of the termination date; and, and (y) fifty percent (50%) of the portions of the Xx. Xxxxx Xxxxx As of March 27, 2023 Signing Equity Awards and the Annual Equity Awards (if any) that have been granted prior to Employee’s termination date, are then granted, outstanding, outstanding and not yet vested 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 employment, shall accelerate and become fully vested on the termination datedate (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 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(v8(a)(v) below), ) the following provision provisions shall apply: (A) the portions of the Signing Equity Award 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, 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(c5(d) above; and (II) have not been granted and are scheduled to be granted pursuant to Section 5(c5(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(c5(d) above (based on Employee’s base salary in effect on Employee’s termination date)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 March 31July 11, 20262023, 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 31July 11, 2026 2023 and the portions of the Signing Equity Award 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 March 31July 11, 2026 2023 (subject, however, to Employee’s continued employment with the Company through March 31July 11, 2026 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) Notwithstanding any provision to the contrary herein, for 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(h5(j) shall apply to such awards (other than the cash payment provided in Section 5(h)(iii)(B5(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 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(h5(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 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 the 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)).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 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(h5(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 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 the Signing Equity Award and Annual Equity Awards (if any), that are then granted, outstanding, outstanding and not yet vested 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 as of the termination date; and, 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, outstanding and not yet vested 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 employment, shall accelerate and become fully vested on as of 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 Signing Equity Award and 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(h5(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 the Signing Equity Award and Annual Equity Awards (if any), that are then granted, outstanding, 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 Xxxxxxxxx As of March 27October 1, 2023 2022 Annual Equity Awards (if any) that are then granted, outstanding, 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. Any , 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 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(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(c5(a) 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)).and

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 Signing Equity Award and 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(h7(a)(vi) pursuant to Section 8(a)(vbelow); , 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 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”, 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 the 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(v7(a)(vi) below), the following provision shall apply: (A) the portions each of the Signing Equity Award and Annual Equity Awards (if any)Awards, that have been granted prior to Employee’s termination date and are the extent then outstanding and not yet vestedunvested, 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 datevested. (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). (vii) Notwithstanding any provision to the contrary hereinherein 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 during by the Term at any time after the date of this Agreement Company to Xx. Xxxxx X. Barge December 28, 2016 Employee that are (A) outstanding as of the date of this Agreement; or, 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. 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 Signing Equity Award and 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(h) 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 (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”), subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): (x) the portions then each installment of the Signing Equity Award Time-Based Grants and Annual Equity Awards Performance-Based Grants provided in Sections 5(a) and (if any), b) above that are is then granted, outstanding, outstanding and not yet vested unvested and is scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, employment shall accelerate and become fully vested vest in full on the termination date; and, (y) and fifty percent (50%) of the portions each installment of the Xx. Xxxxx Xxxxx As of March 27, 2023 Annual Equity Awards Time-Based Grants and Performance-Based Grants provided in Sections 5(a) and (if anyb) above that are is then granted, outstanding, outstanding and not yet vested 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 accelerate and become fully vested vest 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 Any portion of the Signing Equity Award Time-Based Grants and Annual Equity Awards (if any), Performance-Based Grants 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 is unvested after giving effect to the portions of each Annual Equity Award(s) accelerated vesting provisions in paragraph (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(cii) above after shall terminate on 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 dateemployment. (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 hereinherein 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 during by the Term at any time after the date of this Agreement Company to Employee that are (A) outstanding as of the date of this Agreement; or, 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. 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 Signing Equity Award and 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(h) 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 (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”), subject to Employee’s satisfying the requirement to provide a general release of claims in accordance with Section 8(a)(v): (x) the portions then each installment of the Signing Equity Award Time-Based Grants and Annual Equity Awards Performance-Based Grants provided in Sections 5(a) and (if any), b) above that are is then granted, outstanding, outstanding and not yet vested unvested and is scheduled to vest within the period of twelve (12) months following the date of such termination of Employee’s employment, employment shall accelerate and become fully vested vest in full on the termination date; and, (y) and fifty percent (50%) of the portions each installment of the Xx. Xxxxx Xxxxx As of March 27, 2023 Annual Equity Awards Time-Based Grants and Performance-Based Grants provided in Sections 5(a) and (if anyb) above that are is then granted, outstanding, outstanding and not yet vested 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 accelerate and become fully vested vest 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 Any portion of the Signing Equity Award Time-Based Grants and Annual Equity Awards (if any), Performance-Based Grants 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 is unvested after giving effect to the portions of each Annual Equity Award(s) accelerated vesting provisions in paragraph (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(cii) above after shall terminate on 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 dateemployment. (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 hereinherein 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 during by the Term at any time after the date of this Agreement Company to Employee that are (A) outstanding as of the date of this Agreement; or, 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)).