EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") between Lions
Gate Entertainment Corp. and its subsidiaries (collectively
"Lions Gate") and Xxxxx Xxxxxxxxx ("Employee") is entered into
and is effective as of August 26, 2000 with respect to the
following:
1. Employment. Lions Gate hereby agrees to employ as its
Chief Financial Officer of Lions Gate Entertainment Corp.
("LGEC") and Employee hereby agrees to accept such employment
under the terms and conditions set forth below.
2. Term. August 26, 2000 to August 26, 2003.
3. Reporting. Employee shall report directly to the CEO of
Lions Gate, Xxx Xxxxxxxxxx, or his designee.
4. Compensation.
(a) Employee shall receive compensation in the amount
of U.S. $250,000 in bi-weekly draws or any other manner agreed
upon by the Company, to be increased after one (1) year at the
discretion of the Company.
(b) Employee shall receive a yearly housing allowance
in the amount of U.S. $60,000.
5. Options.
(a) Currently - 100,000 options to purchase common
shares of LGE at Cdn $4.85 each, vesting pursuant to your
previous agreement:
(i) 1/3 now vested
(ii) 1/3 on February 1, 2001
(iii) 1/3 on February 1, 2002
(b) Additional Grant - 75,000 options to purchase
common shares of LGE at U.S. $2.55, vesting as follows:
(i) 1/3 on August 15, 2001
(ii) 1/3 on August 15, 2002
(iii) 1/3 on August 15, 2003
(c) Employee has six (6) months to exercise all vested
options if terminated with cause or leaves employment
voluntarily.
(d) Employee has one (1) year to exercise all vested
options if she is terminated without cause or becomes
incapacitated. Her estate has one (1) year to exercise all
vested options in the event of her death.
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6. Benefits.
(a) Life, health, dental for self and dependent family
- standard as for other senior executives of LGE of the same
level.
7. Perks. Cell phone and parking, reimbursement of all
home telephone/fax and other out-of-pocket expenses for business
use.
8. Expense Reimbursement. Business class travel.
Reimbursement for business expenses against vouchers and in
accordance with standard Company policies.
9. Vacation. Four weeks per annum, but does not
accumulate without permission of LGEC CEO. No more than two
weeks at a time without consent of LGEC CEO.
10. Notices. All notices to be given pursuant to this
agreement shall be effected either by personal delivery in
writing, or by certified mail, return receipt requested,
addressed as follows:
Lions Gate:
Lions Gate Entertainment
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxxxxxxxxx/Xxxx Xxxxxxxxxxx
Employee:
Xxxxx Xxxxxxxxx
c/o Lions Gate Entertainment
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
11. Complete Agreement; Modifications. Each party to this
agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement, or
promise not contained in this agreement shall be valid or
binding. This agreement embodies the complete agreement and
understanding between the parties and supersedes all prior
understandings, agreements or representations by or between the
parties, written or oral, which may have related to the subject
matter hereof. Any modification of this agreement will be
effective only if it is in writing and signed by the party to be
charged.
12. Laws. This agreement will be governed by the internal
laws of the State of California irrespective of rules pertaining
to conflicts of laws.
13. Waivers. Failure to require compliance with any
provision or condition provided for under this agreement at any
one time, or several times, shall not be deemed a waiver or
relinquishment of such provision or condition at any other time.
14. Assignment. Employee shall not assign any of her
rights or delegate any of her duties under this agreement.
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15. Termination and Non - Renewal.
15.1 This Agreement shall terminate upon the happening
of any one or more of the following events:
(a) The mutual written agreement between Lions
Gate and Employee; or
(b) The death of Employee; or
(c) Employee's having become so physically or
mentally disabled as to be incapable, even with a reasonable
accommodation, of satisfactorily performing her duties hereunder
for a period of one hundred and twenty (120) days or more, or
(d) The determination on the part of Lions Gate
"cause" exists for termination of this Agreement; "cause" being
defined as: 1) Employee's conviction of a felony (not related
to a traffic violation) or plea of nolo contendere to a felony;
2) commission of any material act of dishonesty in the
performance of Employee's duties hereunder; 3) material breach
of this Agreement by Employee, or 4) any act of misconduct by
Employee having a substantial adverse effect on the business or
reputation of Lions Gate.
(e) LGEC shall have the right, exercisable by
giving written notice to you to terminate your employment at any
time after you have been unable to perform the services or duties
required of you hereunder as a result of physical or mental
disability (or disabilities) which has (or have) continued for
more than four months in the aggregate in any twelve month
period. In such event, LGEC shall pay to you your salary through
to the date specified in the notice of termination; provided,
however, that such date of termination shall not be less than six
months after the date of such notice of termination.
15.2 In the event that this Agreement is terminated
pursuant to Paragraph 15.1, neither Lions Gate nor Employee shall
have any remaining duties or obligations hereunder, except that
Lions Gate shall pay to Employee or her representatives, only
such compensation as is due pursuant to Paragraph 4 prorated
through the date of termination, as well as any accrued vacation
benefits which remain unused through the date of termination.
16. Change of Control.
16.1 If at any time during the term of this Agreement
there is a change in control of the Company (as defined below),
then all unvested options will become fully vested on the date of
completion of the change of control, or such earlier date
necessary to exercise such options prior to completion of the
change of control.
16.2 For the purposes of this Agreement:
16.2.1 A "change of control of the Company"
shall be deemed to have occurred when:
(a) any person acquires or becomes the
beneficial owner of, or a combination of persons acting in
concert acquires or becomes the beneficial owner of, directly or
indirectly, more than 20% of the voting securities of the Company
, whether through the acquisition of previously issued and
outstanding voting securities or of voting securities that have
not been previously issued, or any combination thereof, or any
other transaction having a similar effect.
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(b) any resolution is passed or any action
or proceeding is taken with respect to the liquidation,
dissolution or winding-up of the Company;
(c) 20% or more of the issued and
outstanding voting securities of the Company become subject to a
voting trust not controlled by the Company's current senior
management;
(d) the Company amalgamates or enters into a
plan of arrangement with one or more corporations other than a
subsidiary;
(e) the Company sells, leases or otherwise
disposes of all or substantially all of its assets and
undertaking, whether pursuant to one or more transactions;
(f) the Company or any subsidiary or
affiliate enters into any transaction or arrangement which would
have the same or similar effect as the transactions referred to
in paragraphs (b), (d) or (e) above; or
(g) the incumbent directors (as defined
below) cease to constitute a majority of the Board of Directors
("Board") of the Company;
16.2.2 "Incumbent director" means any member of
the Board who was a member of the Board prior to the occurrence
of the transaction, transactions or elections giving rise to a
change of control and any successor to an incumbent director who
was recommended or elected or appointed to succeed an incumbent
director by the affirmative vote of a majority of the incumbent
directors then on the Board.
17. Trade Secrets. The parties acknowledge and agree that
during the term of this Agreement and in the course of the
discharge of her duties hereunder, Employee shall have access to
and become acquainted with information concerning the operation
of Lions Gate and its affiliated entities, including without
limitation, financial, personnel, sales, planning and other
information that is owned by Lions Gate and regularly used in the
operation of Lions Gate's business and that this information
constitutes Lions Gate's trade secrets. Employee agrees that she
shall not disclose any such trade secrets, directly or
indirectly, to any other person or use them in any way, either
during the term of this agreement or at any other time
thereafter, except as is required in the course of her employment
for Lions Gate. Employee further agrees that she will execute
the Lions Gate confidential information and intellectual property
- assignment agreement not later than the date on which she
executes this Agreement.
18. Arbitration. Employee and Lions Gate agree that any
and all claims or controversies whatsoever brought by Employee,
arising out of or relating to this Agreement, her employment with
Lions Gate, or otherwise arising between Employee and Lions Gate,
will be settled by final and binding arbitration under the
Federal Arbitration Act in accordance with the Employment Dispute
Resolution Rules of the American Arbitration Association. This
includes all claims whether arising in tort or contract and
whether arising under statute or common law. Such claims may
include, but are not limited to, those relating to this Agreement,
wrongful termination, retaliation, harassment, or any statutory
claims under Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Fair Employment and Housing Act, the Age
Discrimination in Employment Act, the Americans with Disabilities
Act, or similar Federal or state statutes. In addition, any
claims arising out of the public policy of California (and/or
claims arising out of the public policy of the state in which
Employee is employed), any claims of wrongful termination,
employment discrimination, retaliation, or harassment of any kind,
as well as any
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claim related to the termination or non-renewal of this Agreement
shall be arbitrated under the terms of this Agreement. The obligation
to arbitrate such claims will survive the termination of this
Agreement.
The arbitration will be conducted before an arbitrator
who is a member of the National Academy of Arbitrators and
selected by the parties from the American Arbitration
Association's Labor Panel. The arbitrator shall have a business
office in or be a resident of Los Angeles County, California.
The arbitrator will have jurisdiction to determine the
arbitrability of any claim. The arbitrator will not have the
right to add to, subtract from or modify any of the terms of this
Agreement, nor the power to reverse or modify any decision
reserved to Lions Gate's discretion. The arbitrator shall have
the authority to grant all monetary or equitable relief
(including, without limitation, injunctive relief and ancillary
costs and fees) available under state and Federal law. Judgment
on any award rendered by the arbitrator may be entered and
enforced by any court having jurisdiction thereof. Discovery
shall be in accordance with the California Arbitration Act. The
parties agree that Lions Gate shall pay the Arbitrator's fee.
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If the foregoing represents your understanding and
agreement and you agree to be legally bound by the foregoing
terms and conditions, kindly so indicate in the place provided
for your signature below.
Lions Gate Entertainment Corp.
/s/ XXXX XXXXXXXXXXX
-----------------------------
Xxxx Xxxxxxxxxxx
Executive Vice President
Agreed to and Accepted:
/s/ XXXXX XXXXXXXXX
------------------------------
Xxxxx Xxxxxxxxx
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