EXHIBIT 10.18
XXXXX XXXXX DIRECT DIAL (310)
000-0000
GENERAL COUNSEL & EXECUTIVE VICE PRESIDENT DIRECT FAX:
(000) 000-0000
BUSINESS & LEGAL AFFAIRS EMAIL:
XXXXXX@XXXXXXX.XXX
Dated as of April 1, 2001
Xxxx Xxxxxxxxxxx
Via Personal Delivery
Re: Employment Agreement for Xxxx Xxxxxxxxxxx
Dear Xxxx:
This letter shall set forth the terms of the agreement
("Agreement") between Lions Gate Entertainment Corp. ("Company")
and Xxxx Xxxxxxxxxxx ("Xxxxxxxxxxx") with respect to the
employment of Dellaverson by the Company. The parties hereby
agree as follows:
1. Employment. The company hereby employs
Xxxxxxxxxxx to serve in the capacity of Executive Vice
President and Chairman of the joint venture between company
and Cinegate on the terms and conditions set forth herein.
2. Term. Xxxxxxxxxxx'x employment hereunder shall
commence on april 1, 2001 effective through April 1, 2003.
Xxxxxxxxxxx will report to Xxx Xxxxxxxxxx.
3. Compensation. During the term, the company shall
pay Xxxxxxxxxxx an annual fixed salary of us$300,000,
payable in equal installments in accordance with the
company's standard payroll practices. Company and
Xxxxxxxxxxx will negotiate in good faith with regard to any
stock or stock options, company agrees that any equity
granted (i) is not subject to mitigation, and (ii) will be
provided under the most favorable circumstances allowed
under the plan. All equity interests, whether options,
warrants or otherwise, are subject to immediate acceleration
and/or disposition in the event of a merger, consolidation
or asset transfer. It is understood that Xxxxxxxxxxx shall
be paid 20% of the net income from the activities of the
joint venture Cinegate during the term. The $300,000 annual
compensation set forth in this agreement will be a credit
against the first $300,000 due under this provision. Any
money due Xxxxxxxxxxx above and beyond $300,000 shall be
granted to him in the form of lion's gate stock.
4. Benefits. During the term, Xxxxxxxxxxx shall be
entitled to benefits provided by the company to employees at
his level, including, subject to the approval of the board,
appropriate incentive/bonus compensation and stock option
plans. Without limitation, employee shall be immediately
eligible for all employee benefits (health insurance and
vacation) and 401(k) per lions gate's standard benefit
program. Employee shall be entitled to accrue vacation at
the rate of three weeks per year up to a maximum of four
weeks at any given time. At the conclusion of the term,
employee shall be entitled to be paid out for all unused
vacation. In addition, employee shall be entitled to receive
all customary "Perqs" for employees at employee's level.
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5. Office/Personnel. During the term, company shall
(a) provide Dellaverson with parking and an office for his
exclusive use, which office shall be furnished and equipped
in accordance with his reasonable requirements, and (b) pay
for the services of one assistant (including, without
limitation, any applicable benefits) for Dellaverson's
exclusive use. Xxxxxxxxxxx shall have the right to select
such employee, subject to company's approval not to be
unreasonably withheld.
6. Business Expenses. The company shall promptly
reimburse Xxxxxxxxxxx for all travel, entertainment and
other reasonable business expenses incurred by him in
promoting the business of the company, including, expenses
incurred by Xxxxxxxxxxx prior to the commencement of the
term, all in accordance with company's policy for employees
at employees level.
7. Devotion of Time/Services. Xxxxxxxxxxx shall
devote his meaningful business time and services to the
business and interests of the company. Notwithstanding the
foregoing, Xxxxxxxxxxx shall remain of counsel to the law
firm of Loeb & Loeb.
8. Termination.
a) Company's Right To Terminate. The Company
shall have the right to terminate this Agreement prior to
the expiration of the Term only for the following reasons:
(a) upon the death of Xxxxxxxxxxx; or (b) for cause ("cause"
as used herein means (i) Xxxxxxxxxxx'x conviction of a
felony; except a felony relating to a traffic accident or
traffic violation, (ii) gross negligence or willful
misconduct with respect to the Company; provided, however,
the Company shall not terminate Xxxxxxxxxxx'x employment
hereunder pursuant to Paragraph 8 unless it shall first give
Xxxxxxxxxxx written notice of the alleged defect and the
same is not cured within fifteen (15) business days of such
written notice; or (c) the Company may terminate Xxxxxxxxxxx
without cause by paying the balance of his contract;
provided, further, that in no event shall the termination of
Xxxxxxxxxxx'x employment hereunder cause Xxxxxxxxxxx to lose
any previously granted stock options, warrants or other
equity interests in the Company. However, even if the
Company terminates this agreement for any reason,
Xxxxxxxxxxx shall be entitled to receive 20% of the net
income from Cinegate for as long as that revenue continues
during the Term.
b) Effect of Termination.
i) Death. In the event of the termination
of this Agreement for death, the Company shall have the
obligation to pay Xxxxxxxxxxx'x estate: (A) in a lump sum,
any theretofore unreimbursed business expenses and accrued
earnings of Xxxxxxxxxxx.
ii) Whatever the cause of termination, i.e.,
cause, no cause or death, all of executive's stock options shall
be deemed vested at the time of his termination.
9. Miscellaneous.
a) Governing Law/Arbitration. This Agreement
shall be governed and construed in accordance with the laws
of the State of California applicable to contracts entered
into and fully performed in California. Any dispute or
claim arising out of or relating to this Agreement shall be
submitted to binding arbitration to be held in Los Angeles
County, California.
b) Amendments. This Agreement may be amended or
modified only by a written instrument executed by each of
the parties hereto.
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c) Titles and Headings. Paragraph or other
headings contained herein are for convenience of reference
only and shall not affect in any way the meaning or
interpretation of any of the terms or provisions hereof.
d) Entire Agreement. This Agreement constitutes
the entire agreement among the parties with respect to the
subject matter hereof and supercedes all prior agreements,
negotiations and understandings of the parties in connection
therewith.
e) Successors and Assigns. This Agreement is
binding upon the parties hereto and their respective
successors, assigns, heirs and personal representatives.
Except as specifically provided herein, neither of the
parties hereto may assign the rights and duties of this
Agreement or any interest therein, by operation of law or
otherwise, without the prior written consent of the other
party, except that, without such consent, the Company shall
assign this Agreement to and provide for the assumption
thereof by any successor to all or substantially all of its
assets and business by dissolution, merger, consolidation,
transfer of assets or otherwise.
f) Indemnification: Employee shall be named as an
insured on Company's Directors and Officers Liability Insurance
Policy. In addition, Company agrees, at its own expense, to
indemnify, defend and hold harmless Employee (and Employee's
successors and heirs) against any claim, suit, action, or other
proceeding brought against Employee arising out of the exercise
by Employee of Employee's duties hereunder in connection with the
operation and business dealings of Cinegate . In this regard, the
Company will pay any and all costs, damages, and expenses,
including, but not limited to, reasonable attorneys' fees and
costs awarded against or otherwise incurred by Employee in
connection with or arising from any such claim, suit, action or
proceeding.
10. Each section, subsection and lesser portion of
this agreement constitutes a separate and distinct
undertaking, covenant and/or provision hereof. In the event
that any provision of this agreement shall finally be
determined to be unlawful or unenforceable, such provision
shall be deemed to be severed from this agreement, but every
other provision shall remain in full force and effect.
The parties understand that time is of the essence.
Page 179
Please indicate your agreement to the foregoing by signing
in the space provided below.
Very Truly Yours,
LIONS GATE ENTERTAINMENT CORP.
/s/ XXXXX XXXXX
------------------------
Xxxxx Xxxxx
Executive Vice President
ACCEPTED AND AGREED:
/s/ XXXX XXXXXXXXXXX
---------------------------
Xxxx Xxxxxxxxxxx
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