September 22, 2008 Mr. Michael Burns Santa Monica, CA 90405 RE: Amendment of Employment Agreement Dear Mr. Burns,
Exhibit 10.53
September 22, 2008
Mr. Xxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Xxxxx Xxxxxx, XX 00000
RE: Amendment of Employment Agreement
Dear Xx. Xxxxx,
Reference is hereby made to that certain agreement (the “Agreement”) dated as of September 1,
2006 between Lions Gate Entertainment Corp. (“Lions Gate”) and Xxxxxxx Xxxxx (“Xxxxx”) with respect
to Xxxxx’ employment by Lions Gate. The purpose of this letter agreement is, for good and valuable
consideration, to amend certain provisions of the Agreement as follows:
1. Section 2 of the Agreement is hereby amended and restated, effective immediately, to read
in its entirety as follows:
“2. Term. Xxxxx’ employment term under this Agreement shall commence on
September 1, 2006 and continue through and including September 1, 2011 (the
“Term”).”
2. Section 3 of the Agreement is hereby amended and restated, effective immediately, to read
in its entirety as follows:
“3. Base Salary. Lions Gate shall pay Xxxxx an annual fixed salary of
US$750,000 from September 1, 2006 through September 9, 2008 (“Base Salary — Period
1”), US$925,000 from September 10, 2008 through September 1, 2010 (“Base Salary —
Period 2”) and US$950,000 from September 2, 2010 through September 1, 2011 (“Base
Salary — Period 3”) payable in equal installments in accordance with Lions Gate’s
standard payroll practices (Base Salary — Period 1, Base Salary — Period 2 and Base
Salary — Period 3 collectively referred to herein as the “Base Salary”).”
3. Section 6 of the Agreement is hereby amended and restated, effective immediately, to
include the following Sections 6(d), (e), (f) and (g):
“(d) Second Grant of Restricted Stock Units. Provided that Xxxxx’
employment hereunder has not previously been terminated for cause (as defined
herein), death, or disability (as defined herein) or at his own election and subject
to regulatory approval, if required, Xxxxx shall be granted, upon execution of this
agreement, a total of 274,285 Restricted Stock Units (“Second RSUs”) according to
the following schedule: (i) 137,143 time vesting Second RSUs (the “Second Time
Vesting RSUs”); (ii) 137,142 performance vesting Second RSUs (the “Second
Performance Vesting RSUs”). Such Second RSUs shall be payable upon vesting in an
equal number of common shares to Lions Gate. The foregoing Second RSUs shall be in
addition to any Pre-existing Equity.
(e) Date of Vesting. Subject to Xxxxx’ continued employment hereunder
through the relevant vesting date, the Second RSUs shall vest as follows:
(i) The Second Time Vesting RSUs (137,143 RSUs) shall vest in three (3)
equal annual installments with the first such installment vesting on
September 1, 2009, and the last vesting on September 1, 2011;
(ii) The Second Performance Vesting RSUs (137,142 RSUs) shall be eligible to
vest in three (3) equal annual installments with the first installment being
eligible to vest on September 1, 2009, the second on September 1, 2010, and
the third on September 1, 2011 (each, a “Second Performance Vesting Date”);
provided, however, that the vesting of the Second RSUs on each such Second
Performance Vesting Date shall be subject to annual Company performance
targets approved in advance by the Compensation Committee for the twelve
(12) month period ending on such Second Performance Vesting Date. The
Second Performance Vesting RSUs provided for by this Section 6(e)(ii) shall
vest on a sliding scale basis if the Company performance targets have not
been fully met for a particular year. For purposes of example only, if
seventy five (75) percent of Company targets have been met for a particular
year, seventy five (75) percent of the Second Performance Vesting RSUs
eligible to vest for that year would vest. Notwithstanding the foregoing,
the Compensation Committee may, in its sole discretion, provide that any or
all of the Second Performance Vesting RSUs scheduled to vest on any such
Second Performance Vesting Date shall be deemed vested as of such date even
if the applicable performance targets are not met. Furthermore, the
Compensation Committee may, in its sole discretion, provide that any Second
RSUs scheduled to vest on any such Second Performance Vesting Date that do
not vest because the applicable performance targets are not met may vest on
any future Second Performance Vesting Date if the performance targets
applicable to such Second Performance Vesting Date are exceeded.
(f) Any and all references to RSUs in Sections 6(c), 8(b)(ii), 8(c), 12(a) and 12(b)
of the Agreement shall include the Second RSUs set forth above, unless the context
requires otherwise. Any and all references to the Time Vesting RSUs or RSUs granted
pursuant to Section 6(b)(i) in Sections 8(b)(i) and 12(b) of the Agreement shall
include the Second Time Vesting RSUs, unless the context requires otherwise. Any
and all references to the Performance Vesting RSUs or RSUs granted pursuant to
Section 6(b)(ii) in Sections 8(b)(ii) and 12(b) of the Agreement shall include the
Second Performance Vesting RSUs, unless the context requires otherwise. Any and all
references to the Performance Vesting Date in Sections 8(b)(ii) and 12(b) of the
Agreement shall include the Second Performance Vesting Date, unless the context
requires otherwise.
(g) Acceleration of Vesting Upon Death. In the event that this Agreement is
terminated pursuant to Section 11(b) below, all RSUs and Options granted to Xxxxx
pursuant to this Agreement, to the extent outstanding and unvested, will immediately
accelerate and become fully vested as of the date of death.”
4. Section 11(e) of the Agreement is hereby amended and restated, effective immediately, to
read in its entirety as follows:
“(e) by Xxxxx giving notice of his intention to terminate for one of the following
reasons:
(i) in connection with a Change of Control as set forth in Paragraph 8
above, provided that Xxxxx’ right to terminate pursuant to said paragraph
shall be limited as set forth therein,
(ii) Xxxxx accepts a full time position with the federal or state
government,
(iii) Xxxxx accepts a full time position with a philanthropic or non-profit
organization, or
(iv) Xxxxx moves his permanent residence from the
U.S. to another country.”
Except as specifically amended hereby, the Agreement shall remain in full force and effect
without modification. This letter constitutes the entire agreement among the parties with respect
to modification of the Agreement and any other matters related thereto, and supersedes all prior
negotiations and understandings of the parties in connection therewith.
AGREED AND ACCEPTED:
/s/ Xxxxxxx Xxxxx
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Lions Gate Entertainment Corp.
/s/ Xxxxx Xxxxx
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Executive Vice-President and General Counsel |
