AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit 10.57
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (this “Agreement”) by and between Lions Gate
Entertainment Corp. (“Lions Gate”) and Xxx Xxxxxxxxxx (“Feltheimer”) is entered into as of December
15, 2008 with effect as of September 20, 2006 (the “Effective Date”). The employment agreement
entered into as of September 20, 2006 between Feltheimer and Lions Gate, as subsequently amended
(the “Prior Agreement”), is hereby amended and restated in its entirety.
The parties hereby agree as follows:
1. Employment. Lions Gate hereby employs Feltheimer to serve in the capacity of Chief
Executive Officer (“CEO”) and a member of Lions Gate’s board of directors (the “Board”) on the
terms and conditions set forth herein. Feltheimer shall have such powers and authority with
respect to the management of Lions Gate consistent with his position hereunder as shall be
determined by the Board. All employees of Lions Gate, its divisions and subsidiaries shall report
to Feltheimer and he shall have hiring and firing authority over same; provided, however, that
subject to prior good faith consultation with Feltheimer, the Board shall have the right to
instruct Feltheimer to terminate any such employee with respect to whom it believes in good faith
it has “cause” (as defined in Section 14(a)(iii) below) and may thereafter terminate such employee
if Feltheimer elects not to do so. Feltheimer shall be responsible to and report solely to the
Board.
2. Term. Feltheimer’s employment term under this Agreement shall commence on
September 20, 2006 and continue through and including March 31, 2014 (the “Term”).
3. Base Salary. From the Effective Date through March 31, 2007, Lions Gate shall pay
Feltheimer an annual fixed salary of US$850,000, payable in equal installments in accordance with
Lions Gate’s standard payroll practices. Commencing on April 1, 2007, and continuing through the
end of the Term, Lions Gate shall pay Feltheimer an annual fixed salary of US$1,200,000 payable in
equal installments in accordance with Lions Gate’s standard payroll practices (the “Base Salary”).
Notwithstanding the foregoing, commencing on October 8, 2011 (the “Amendment Date”) and on each
anniversary of the Amendment Date during the remaining portion of the Term, the Base Salary for the
next twelve (12) months shall be increased in the same proportion as the proportional difference
between the “Consumer Price Index for Urban Wage Earners All Items (Los Angeles-Riverside-Orange
County, CA),” published by the United States Department of Labor, Bureau of Labor Statistics (the
“CPI”) in effect on March 1 of the preceding year and the CPI in effect as of the Amendment Date
and as of each successive anniversary of the Amendment Date during the Term.
4. Discretionary Annual Bonus. During the Term, Feltheimer shall be eligible to
receive a discretionary annual bonus (the “Discretionary Bonus”) based on Lions Gate’s fiscal year
in an amount to be determined in the sole and absolute discretion of Lions Gate’s Compensation
Committee, using the following criteria (with no emphasis to be derived from the order in which
they appear) to arrive at their decision: EBITDA; revenue and bottom line
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performance; Lions Gate’s ability to pay such bonus; earnings; free cash-flow levels; debt
reduction; and share price increase. For the fiscal year beginning on April 1, 2007, Lions Gate
will also, in addition to the foregoing criteria, be guided, informally, by a formula of 100% of
base salary, if annual targets are met, but the Compensation Committee will also consider other
criteria, such as transformative transactions completed by the Company. The Discretionary Bonus,
if any, shall be payable in a timely manner, but in any event when bonuses, if any, are generally
given to Lions Gate’s other senior-level employees and in no event later than June 15 of each year
during the Term, and, in addition, June 15 of 2014 (for bonus amounts based on the fiscal year
ending March 31, 2014).
4A. Life and Disability Insurance. During the Term, Lions Gate shall provide
Feltheimer with life and disability insurance policies providing Feltheimer (or his estate, as
applicable) with US$2,000,000 in benefits.
5. Stock Price Bonus. If, during the Term, the volume-weighted average of the median
(between the high and low of each trading day) daily Company stock price is not less than US$13.00
per share for a period of six (6) consecutive months, then Lions Gate shall pay Feltheimer a one
time bonus (in addition to any other compensation payable pursuant to this Agreement) in the sum of
US$750,000 (the “Stock Price Bonus ”) within five (5) business days following the satisfaction of
the preceding condition.
In addition, if during the Term the volume-weighted average of the median (between the high
and low of each trading day) daily Company stock price is not less than US$16.00 per share for a
period of six (6) consecutive months, then Lions Gate shall pay Feltheimer a one time additional
Stock Price Bonus of US$750,000 within five (5) business days following the satisfaction of the
preceding condition.
In addition, if during the Term the volume-weighted average of the median (between the high
and low of each trading day) daily Company stock price is not less than US$19.00 per share for a
period of six (6) consecutive months, then Lions Gate shall pay Feltheimer a one time additional
Stock Price Bonus of US$750,000 within five (5) business days following the satisfaction of the
preceding condition.
For the avoidance of doubt, Feltheimer shall not be entitled to receive the Stock Price Bonus
at any specified target more than one time and the maximum aggregate bonus that could be payable to
Feltheimer under any scenario pursuant to this Section 5 is US$2,250,000; provided further that a
single rise in stock price can trigger all three Stock Price Bonuses.
Notwithstanding the foregoing, if on or before the time a Stock Price Bonus(es) becomes
payable an applicable bank has declared Lions Gate to be in material default of any of its bank
covenants, and such default is directly attributable to Feltheimer’s negligent disregard of any
such covenants (of which he has received notice) or his negligent supervision of any of his direct
reports, Feltheimer shall not be entitled to such Stock Price Bonus(es); provided, however, the
foregoing shall be subject to mandatory binding arbitration as set forth in Section 21(f) below
should Feltheimer dispute Lions Gate’s position with respect thereto.
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6. Restricted Stock Units.
(a) Grant of Restricted Stock Units. Provided that Feltheimer’s employment hereunder
has not previously been terminated for cause (as defined herein), death, or disability (as defined
herein) and subject to regulatory approval, if required, Feltheimer shall be granted a total of
640,000 Restricted Stock Units (“RSUs”) according to the following schedule: (i) 320,000 time
vesting RSUs shall be granted promptly following the Effective Date (the “Time Vesting RSUs”); (ii)
320,000 performance vesting RSUs shall be granted in four (4) annual grants (one-fourth for each
year) on April 1, 2007, April 1, 2008, April 1, 2009, and April 1, 2010 (the “Performance Vesting
RSUs”). Such RSUs shall be payable upon vesting in an equal number of common shares of Lions Gate.
The foregoing RSUs shall be in addition to any equity interest (whether options, warrants or
otherwise) granted to Feltheimer, previously or otherwise, pursuant to any employment agreement or
otherwise (collectively, the “Pre-existing Equity”).
(b) Date of Vesting. Subject to Feltheimer’s continued employment hereunder through
the relevant vesting date, the RSUs shall vest as follows:
(i) The Time Vesting RSUs (320,000 RSUs) shall vest in four (4) equal annual installments with
the first such installment vesting on September 20, 2007, and the last vesting on September 20,
2010.
(ii) The Performance Vesting RSUs shall be eligible to vest on an annual schedule with the
first grant being eligible to vest on March 31, 2008, the second on March 31, 2009, the third on
March 31, 2010, and the fourth on March 31, 2011 (each, a “Performance Vesting Date”); provided,
however, that the vesting of the RSUs on each such Performance Vesting Date shall be subject to
satisfaction of annual Company performance targets approved in advance by the Compensation
Committee for the twelve (12) month period ending on such Performance Vesting Date. The RSUs
provided for by this Section 6(b)(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 grant for that year would vest. Notwithstanding the foregoing, the Compensation
Committee may, in its sole discretion, provide that any or all of the RSUs scheduled to vest on any
such 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 RSUs scheduled to vest on any such Performance Vesting Date that do
not vest because the applicable performance targets are not met may vest on any future Performance
Vesting Date if the performance targets applicable to such future Performance Vesting Date are
exceeded.
(c) Acceleration of Vesting: If the vesting of the RSUs are accelerated pursuant to
Section 9(b) or Section 14(c)(iii) below, then the foregoing requirement that Feltheimer be an
employee shall not apply with respect to any of the foregoing vesting dates.
(d) Failure to Obtain Shareholder or Regulatory Approval: If shareholder or regulatory
approval of the grant of the RSUs is necessary and Lions Gate is unable to obtain such approval for
all or any portion of the RSUs, then Feltheimer shall be entitled to alternative commensurate
compensation, the details of which shall be negotiated in good faith.
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(e) Acceleration of Vesting Upon Death. In the event that this Agreement is
terminated pursuant to Section 14(a)(i) below, all RSUs and Options granted to Feltheimer pursuant
to this Agreement, to the extent outstanding and unvested, will immediately accelerate and become
fully vested as of the date of death.
(f) Second Grant of Restricted Stock Units. Provided that Feltheimer’s employment
hereunder has not previously been terminated for cause (as defined herein), death, or disability
(as defined herein) and subject to regulatory approval, if required, Feltheimer shall be granted,
on or about October 8, 2008, a total of 916,071 Restricted Stock Units (“Second RSUs”) according to
the following schedule: (i) 458,036 time vesting Second RSUs (the “Second Time Vesting RSUs”);
(ii) 458,035 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.
(g) Date of Vesting. Subject to Feltheimer’s continued employment hereunder through
the relevant vesting date, the Second RSUs shall vest as follows:
(i) The Second Time Vesting RSUs (458,036 RSUs) shall vest in three (3) equal annual
installments with the first such installment vesting on March 31, 2012, and the last vesting on
March 31, 2014;
(ii) The Second Performance Vesting RSUs (458,035 RSUs) shall be eligible to vest in three (3)
equal annual installments with the first installment being eligible to vest on March 31, 2012, the
second on March 31, 2013, and the third on March 31, 2014 (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(g)(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.
(h) Any and all references to RSUs in Sections 6(c), 6(d), 6(e), 7(a), 10 and 14(b)(iii) 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 in Sections 9(b)(i) and 14(c)(iii) of the
Agreement shall include the Second Time Vesting RSUs, unless the context requires otherwise. Any
and all references to the Performance Vesting RSUs in Sections 9(b)(ii)
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and 14(c)(iii) 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
9(b)(ii) and 14(c)(iii) of the Agreement shall include the Second Performance Vesting Date, unless
the context requires otherwise.
(i) Quarterly Grant. Subject to Feltheimer’s continued employment hereunder through
the relevant grant date and subject to regulatory approval, if required, on the first day following
each three (3) month anniversary of October 8, 2008 that occurs during the Term (each, a “grant
date”), Feltheimer shall be issued a number of the Company’s common shares equivalent to TWO
HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), calculated using the closing price (in regular
trading) of the Company’s common shares on the last trading day immediately prior to the respective
grant date (each a “Quarterly Grant”) and subject in each case to applicable tax withholding. Each
Quarterly Grant shall be fully vested upon grant, and the shares subject to such Quarterly Grant
shall be issued not more than five (5) business days after the applicable grant date.
Notwithstanding the foregoing, subject to Feltheimer’s continued employment hereunder through March
31, 2014 and subject to regulatory approval, if required, on March 31, 0000 Xxxxxxxxxx shall
receive a pro-rata portion of a Quarterly Grant for the period ending on March 31, 2014 based on
the period of time elapsed since the immediately preceding Quarterly Grant. Notwithstanding the
foregoing, in the event that this Agreement is terminated pursuant to Section 14(a)(iv) or 14(b),
the Quarterly Grants shall continue to be granted on each quarterly grant date through the prorated
grant scheduled to be made on March 31, 2014, and no further Quarterly Grants shall be made after
that date. For the sake of clarity, notwithstanding Section 6(e), any future Quarterly Grants
shall be forfeited in the event that this Agreement, and Feltheimer’s employment hereunder, is
terminated pursuant to Section 14(a)(i), 14(a)(ii) or 14(a)(iii). Additionally for the sake of
clarity, any and all references to RSUs in Sections 6(c) and 6(e) of the Agreement shall
not include any Quarterly Grant. If shareholder or regulatory approval of any Quarterly
Grant is necessary and Lions Gate is unable to obtain such approval for all or any portion of a
Quarterly Grant, then Feltheimer shall be entitled to alternative commensurate compensation, the
details of which shall be negotiated in good faith.
7. Options.
(a) Grant of Options. Provided that Feltheimer’s employment hereunder has not been
terminated for cause (as defined herein), death or disability (as defined herein), and subject to
shareholder approval thereof (which Lions Gate acknowledges has been received to the extent
required) and regulatory approval, if required, on or about the Effective Date Feltheimer shall be
granted an option to purchase 1,050,000 shares of Lions Gate stock (the “Options”) at a per-share
exercise price equal to the closing price of a Lions Gate common share on the date the Options are
granted. The foregoing Options shall be in addition to any Pre-existing Equity as well as the RSU
grants provided for in this Agreement.
(b) Date of Vesting; Date Exercisable. Subject to Feltheimer’s continued employment
hereunder, the Options shall vest and become exercisable as to 262,500 shares on each of
September 20, 2007, September 20, 2008, September 20, 2009 and September 20, 2010; provided,
however, if the vesting of the Options and rights to exercise are accelerated pursuant to
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Section 9(b) or Section 14(c)(iii) below, then the foregoing requirement that Feltheimer be an
employee shall not apply with respect to any of the foregoing vesting dates.
(c) Offset; Favored Nations. Lions Gate agrees that the Options shall be provided
under the most favorable circumstances allowed for senior executives under the plan governing such
options. Except as otherwise expressly provided herein, the Pre-existing Equity shall continue to
be subject to the terms and conditions of the agreement(s) pursuant to which it was originally
granted.
(d) Failure to Obtain Shareholder or Regulatory Approval. If Lions Gate’s shareholders
fail to approve Company’s grant of the Options (in this regard, Lions Gate acknowledges that plan
approval has already been obtained), or if regulatory approval of the grant of the Options is
necessary and Lions Gate is unable to obtain such approval for all or any portion of the Options,
then Feltheimer shall be entitled to alternative commensurate compensation, the details of which
shall be negotiated in good faith.
8. Stock Appreciation Rights. Pursuant to the Prior Agreement, Feltheimer and the
Company agreed to the cancellation of the 375,000 stock appreciation rights (“SARs”) which were
granted to Feltheimer pursuant to his December 11, 2001 Agreement. In exchange for the cancellation
of such SARs, the Company paid Feltheimer US$2.1 million (subject to all applicable tax
withholdings) following the Effective Date. Feltheimer agrees that he no longer has any rights with
respect to such SARs.
9. Change of Control. In the event of a “Change of Control” as defined below, the
following shall apply:
(a) Change of Control definition. For purposes of this Agreement, the term “Change of
Control” shall mean:
(i) if any person, other than a trustee or other fiduciary holding securities of Lions Gate
under an employee benefit plan of Lions Gate, becomes the beneficial owner, directly or indirectly,
of securities of Lions Gate representing 33% or more of the outstanding shares of common stock of
Lions Gate as a result of one or more related transactions in the context of a merger,
consolidation, sale or other disposition of equity interests or assets of Lions Gate;
(ii) if, as a result of one or more related transactions in the context of a merger,
consolidation, sale or other disposition of equity interests or assets of Lions Gate, there is a
sale or disposition of 33% or more of Lions Gate’s assets (or consummation of any transaction, or
series of related transactions, having similar effect);
(iii) if, as a result of one or more related transactions in the context of a merger,
consolidation, sale or other disposition of equity interests or assets of Lions Gate, there occurs
a change or series of changes in the composition of the Board as a result of which half or less
than half of the directors are incumbent directors;
(iv) if, as a result of one or more related transactions in the context of a merger,
consolidation, sale or other disposition of equity interests or assets of Lions Gate, a
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shareholder or group of shareholders acting in concert obtain control of 33% or more of the
outstanding shares;
(v) if, as a result of one or more related transactions in the context of a merger,
consolidation, sale or other disposition of equity interests or assets of Lions Gate, a shareholder
or group of shareholders acting in concert obtain control of half of the Board;
(vi) if there is a dissolution or liquidation of Lions Gate; or
(vii) if there is any transaction or series of related transactions that has the substantial
effect of any one or more of the foregoing.
(b) Unvested Restricted Stock Units/Options. If a Change in Control occurs while
Feltheimer is employed by Lions Gate hereunder:
(i) Any then-unvested portion of the Time Vesting RSUs and any then-unvested portion of the
Options shall immediately and fully vest, and the Options shall become immediately and fully
exercisable.
(ii) The Performance Vesting RSUs that are eligible to vest on the next Performance Vesting
Date after the date of such Change in Control (but not including any Performance Vesting RSUs that
were eligible to vest on any preceding Performance Vesting Date and did not vest on such date)
shall immediately and fully vest. Unless otherwise provided by the Compensation Committee, any
Performance Vesting RSUs that have not vested after giving effect to the foregoing sentence shall
immediately terminate.
(c) Severance.
(i) If, in connection with a Change of Control, Feltheimer’s employment is terminated by Lions
Gate for any reason, excepting only termination for cause (as set forth in Section 14(a)(iii)
below) or due to Feltheimer’s death or Disability, then, subject to Section 14(d)(ii) but
notwithstanding any other provision to the contrary in Section 14 below, Feltheimer shall be
entitled, in addition to the Accrued Obligations, to the payment of US$2,500,000 within five (5)
business days after Feltheimer’s Separation from Service and shall be entitled to the continued
payment of Base Salary thereafter through March 31, 2014 in accordance with Lions Gate’s standard
payroll practices.
(ii) For a period of thirty (30) days following the effective date of the Change of Control
(i.e., the date of the formal closing of the transaction), Feltheimer shall have the right,
exercisable in his sole discretion, to terminate his employment hereunder by giving written notice
thereof to Lions Gate within such thirty (30) day period, in which event Feltheimer shall be
entitled, subject to Section 14(d)(ii) and in addition to the Accrued Obligations, to the payment
of US$2,500,000 within five (5) business days after Feltheimer’s Separation from Service; provided,
however, that Feltheimer shall not be entitled to any further payment of Base Salary beyond any
such amounts that are then accrued but unpaid.
(iii) As used herein, a “Separation from Service” occurs when Feltheimer dies, retires, or
otherwise has a termination of employment with Lions Gate that
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constitutes a “separation from service” within the meaning of Treasury Regulation Section
1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.
(iv) As used herein, “Accrued Obligations” means accrued but unpaid (A) Base Salary, (B) Stock
Price Bonus, (C) expense reimbursement due to Feltheimer pursuant to Section 12, (D) vacation pay,
if any, and (E) Discretionary Bonus for the fiscal year preceding the year in which the termination
occurs, if any.
(d) Waiver of Stock Price Bonus Condition Precedent. If at the effective time of a
Change of Control, Lions Gate’s share price is US$13.00, $16.00 or $19.00 per share or greater than
any of the foregoing, then Lions Gate shall pay Feltheimer any applicable Stock Price Bonus(es)
associated with such Lions Gate share price as set forth in Section 5 above, without regard to the
six-month requirement set forth in Section 5 above, within five (5) business days following such
Change of Control.
(e) Section 280G. Notwithstanding any other provision in this Agreement to the
contrary, to the extent that the payments and benefits provided under this Agreement and benefits
provided to, or for the benefit of, Feltheimer under any other Lions Gate plan or agreement (such
payments or benefits are collectively referred to as the “Payments” for purposes of this
Section 9(e)) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of
the U.S. Internal Revenue Code of 1986, as amended (the “Code”), then either clause (i) or
clause (ii) below shall apply, whichever would result in Feltheimer retaining the greatest amount
of the Payments on an after-tax basis (taking into account federal, state and local income taxes
and the Excise Tax), where (i) and (ii) are as follows:
(i) The Payments shall be reduced (but not below zero) such that the total amount of the
Payments is $1 less than would cause the Payments to be subject to the Excise Tax (such reduced
amount is referred to hereinafter as the “Limited Payment Amount”). In such case, the Payments
shall be reduced or eliminated by first reducing or eliminating cash severance payments, then by
reducing or eliminating other cash payments, then by reducing or eliminating those payments or
benefits which are not payable in cash, in each case in reverse order beginning with payments or
benefits which are to be paid the farthest in time from the Determination (as hereinafter defined).
Any notice given by Feltheimer pursuant to the preceding sentence shall take precedence over the
provisions of any other plan, arrangement or agreement governing Feltheimer’s rights and
entitlements to any benefits or compensation.
(ii) Feltheimer shall be entitled to retain the full amount of the Payments. Lions Gate shall
make a “gross-up” payment to Feltheimer equal to the amount of such Excise Tax together with any
additional taxes and Excise Tax due on the amount of such gross-up payment; provided that in no
event shall Lions Gate be obligated to make any payment to Feltheimer pursuant to this sentence in
excess of US$150,000. Any such gross-up payment shall be made not later than forty (40) days after
the date a Determination is made pursuant to the next paragraph that such payment is required
hereunder and in all events not later than the end of the calendar year following the year in which
Feltheimer remits the related taxes. Except for such gross-up payment in the maximum amount of
US$150,000, Feltheimer shall be solely responsible for the payment of the Excise Tax and any and
all other tax obligations with respect
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to any such gross-up payment and the Payments (and subject to any withholding obligations that
Lions Gate may have with respect to such payment and the Payments).
For purposes of this Section 9(e), a determination as to whether the Payments shall be reduced
to the Limited Payment Amount, the amount of such Limited Payment Amount and the amount of any
gross-up payment (up to the US$150,000 maximum) shall be made by Lions Gate’s independent public
accountants or another certified public accounting firm of national reputation mutually approved by
Lions Gate and Feltheimer (the “Accounting Firm”). Lions Gate and Feltheimer shall use their
reasonable efforts to cause the Accounting Firm to provide its determination (the “Determination”),
together with detailed supporting calculations and documentation to Lions Gate and Feltheimer
within five (5) days of the date of termination of Feltheimer’s employment, if applicable, or such
other time as requested by Lions Gate or Feltheimer (provided Feltheimer reasonably believes that
any of the Payments may be subject to the Excise Tax), and if the Accounting Firm determines that
no Excise Tax is payable by Feltheimer with respect to any Payments, Lions Gate and Feltheimer
shall use their reasonable efforts to cause the Accounting Firm to furnish Feltheimer with an
opinion reasonably acceptable to Feltheimer that no Excise Tax will be imposed with respect to any
such Payments. Unless Feltheimer provides written notice to Lions Gate within thirty (30) days of
the delivery of the Determination to Feltheimer that he disputes such Determination, the
Determination shall be binding, final and conclusive upon Lions Gate and Feltheimer.
10. Benefits. During the Term, Feltheimer shall be entitled to benefits not less
favorable than the benefits provided by Lions Gate to its other senior-level employees, including,
without limitation, the right to participate in Lions Gate’s medical insurance and retirement plans
and, subject to the approval of the Board, appropriate incentive/bonus compensation plans (the
“Benefits”). Without limiting the foregoing, Lions Gate agrees that the Benefits will be no less
favorable to Feltheimer in all material respects than the benefits Feltheimer currently receives
from Lions Gate. Without limiting the foregoing, (a) when Feltheimer is traveling out of town for
business related purposes he shall be entitled to US$50 per day for business related tips and taxi
expenses, without receipts, (b) Feltheimer shall be entitled to a flat US$35 per week for local and
out of town business related parking charges, without receipts, and (c) Lions Gate shall reimburse
Feltheimer up to a maximum amount of US$1,000 per month for monthly membership dues for a private
club of Feltheimer’s choice in New York, New York, which Feltheimer shall use for business related
purposes. Notwithstanding the foregoing, nothing contained in this Agreement shall obligate Lions
Gate to adopt or implement any Benefits, or prevent or limit Lions Gate from making any blanket
amendments, changes, or modifications of the eligibility requirements or any other provisions of,
or terminating, in its entirety, any Benefit at any time, and Feltheimer’s participation in or
entitlement under any such Benefit shall at all times be subject in all respects thereto.
Feltheimer’s entitlement to the Benefits shall be in addition to the other compensation payable
pursuant to this Agreement. Feltheimer shall be entitled to take paid time off without a reduction
in salary, subject to the demands and requirements of Feltheimer’s duties and responsibilities
under the Agreement. Feltheimer shall not accrue any vacation.
11. Office/Personnel. During the Term, Lions Gate shall provide Feltheimer with
parking, and an office and secretarial assistance for his exclusive use, all in accordance with his
reasonable requirements and commensurate with his title, duties and responsibilities.
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12. Business Expenses. Lions Gate shall, consistent with its normal practice,
promptly reimburse Feltheimer for all travel, entertainment and other reasonable business expenses
incurred by him in promoting the business of Lions Gate. Feltheimer shall be entitled to
reimbursement of travel, business and entertainment expenses at a level commensurate with his
position as CEO, consistent with Lions Gate’s then-normal practices for an executive at
Feltheimer’s level.
13. Devotion of Time/Services. Feltheimer recognizes that consistent with his
position as CEO he is required to devote all of his business time and services to the business and
interests of Lions Gate and, due to Feltheimer’s high level position, failure to do so would cause
a material and substantial disruption to Lions Gate’s operations. Consistent with the foregoing,
Feltheimer agrees that he shall not undertake any activity that is in direct conflict with the
essential enterprise related interests of Lions Gate. Notwithstanding the foregoing, Feltheimer
shall retain the right to engage in pre-existing outside consulting activities (which shall be
minimal), passive (whether or not pre-existing) investment activities, charitable activities and/or
political activities so long as the activities do not directly conflict or interfere with
Feltheimer’s duties under this Agreement.
14. Termination.
(a) Lions Gate’s Right To Terminate. Lions Gate shall have the right to terminate
this Agreement and Feltheimer’s employment hereunder prior to March 31, 2014 only for the following
reasons:
(i) upon the death of Feltheimer;
(ii) by giving written notice of termination to Feltheimer during the continuance of any
Disability (as defined below) at any time after he has been unable to perform the material services
or material duties required of him in connection with his employment by Lions Gate as a result of
physical or mental Disability (or disabilities) which has (or have) continued for a period of
twelve (12) consecutive weeks, or for a period of sixteen (16) weeks in the aggregate, during any
twelve (12) consecutive month period. Notwithstanding any other provision herein, during any
period of Disability hereunder which lasts for more than two (2) consecutive weeks, in its exercise
of good faith business judgment, and in consultation with Feltheimer (if practical), the Board may
appoint an interim CEO to fulfill the duties and responsibilities of Feltheimer and such
appointment shall not be deemed a breach of this Agreement; provided, however, that upon the
termination of Feltheimer’s Disability, Feltheimer shall immediately resume the position of sole
CEO and his duties and responsibilities in accordance with the terms of this Agreement and the
interim CEO shall cease serving in such capacity. For purposes of this Agreement, “Disability”
shall mean a physical or mental impairment which renders Feltheimer unable to perform the essential
functions of his position, with even reasonable accommodation which does not impose an undue
hardship on Lions Gate. Lions Gate reserves the right, acting reasonably and in good faith, to make
the determination of Disability under this Agreement based upon information supplied by Feltheimer
and/or his medical personnel, as well as information from medical personnel (or others) selected by
Lions Gate or its insurers;
Page 10 of 18
(iii) by giving written notice of termination for cause. “Cause” as used herein means:
(A) conviction of a felony, except a felony relating to a traffic accident or traffic violation;
(B) gross negligence or willful misconduct with respect to Lions Gate, which shall include, but is
not limited to theft, fraud or other illegal conduct, refusal or unwillingness to perform
employment duties, sexual harassment, any willful (and not legally protected act) that is likely to
and which does in fact have the effect of injuring the reputation, business or a business
relationship of Lions Gate, violation of any fiduciary duty, and violation of any duty of loyalty;
or (C) any material breach of this Agreement by Feltheimer; provided, however, Lions Gate shall not
terminate Feltheimer’s employment hereunder pursuant to this Section 14(a)(iii)(C) unless it shall
first give Feltheimer written notice of the alleged defect and the same is not cured within fifteen
(15) business days of such written notice; or
(iv) by giving notice of termination without cause.
(b) Feltheimer’s Right To Terminate. Feltheimer’s employment with Lions Gate may be
terminated by Feltheimer for Good Reason. For purposes of this Agreement, “Good Reason” shall
mean:
(i) without the written consent of Feltheimer, any action by Lions Gate that results in a
material diminution in Feltheimer’s position, authority, duties or responsibilities as in effect on
the date Feltheimer executes this Agreement, including without limitation inserting any other
person in the chain of authority between Feltheimer and the Board, but excluding an isolated,
insubstantial and inadvertent action not taken in bad faith and which is remedied by Lions Gate
promptly after receipt of written notice thereof given by Feltheimer;
(ii) without the written consent of Feltheimer, a material change in any of the reporting
relationships (up or down), excluding for this purpose (A) the Board’s instruction to terminate a
lower employee pursuant to Section 1 above and Feltheimer’s refusal to do so or (B) an isolated,
insubstantial and inadvertent action not taken in bad faith and which is remedied by Lions Gate
promptly after receipt of written notice thereof given by Feltheimer;
(iii) a reduction of Feltheimer’s Base Salary, Stock Price Bonus (when payable), RSUs (and/or
related vesting and exercise rights), Options grant (and/or related vesting and exercise rights) or
the Benefits as in effect on the commencement of the Term or as the same may be increased from time
to time;
(iv) a Change of Control as set forth in Section 9(c)(ii) above, provided that Feltheimer’s
right to terminate his employment pursuant to said Section shall be limited as set forth therein;
or
(v) any material breach of this Agreement by Lions Gate.
Good Reason shall not include death or disability. Feltheimer’s continued employment shall not
constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good
Reason hereunder. Feltheimer shall provide Lions Gate written notice of any claimed event of Good
Reason and Lions Gate shall have an opportunity to cure any claimed event of Good Reason within
fifteen (15) business days of notice from Feltheimer. Lions Gate shall notify Feltheimer of the
timely cure of any claimed event of Good Reason and the manner
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in which such cure was effected, and upon receipt of written notice from Feltheimer of his
concurrence that a cure has been effectuated, any notice of termination delivered by Feltheimer
based on such claimed Good Reason shall be deemed withdrawn and shall not be effective to terminate
this Agreement.
(c) Effect of Termination.
(i) With Cause. If Lions Gate terminates this Agreement “for cause” as defined above,
Lions Gate shall have no further obligation to pay Feltheimer any compensation other than the
Accrued Obligations. Notwithstanding the foregoing, Lions Gate shall have no obligation to pay any
Stock Price Bonus under this Section 14(c)(i) if this Agreement is terminated based on Feltheimer’s
commission of a material fraud against Lions Gate; provided, however, any such material fraud shall
have been determined by binding arbitration as set forth in Section 21(f) below.
(ii) Death or Disability. In the event of the termination of this Agreement for death
or Disability, Lions Gate shall have the obligation to pay Feltheimer’s estate or Feltheimer, as
applicable, any Accrued Obligations. If on the date of death or termination for Disability the
volume-weighted average median stock price of Lions Gate’s stock for the immediately prior four
(4) month (or longer) period is US$13.00, $16.00, or $19.00 per share or greater, then the
applicable Stock Price Bonus(es) shall be paid in full if it otherwise becomes payable in
accordance with the conditions set forth in Section 5 above applied without regard to the early
termination of this Agreement. If on the date of death or termination for Disability the
volume-weighted average median stock price of Lions Gate’s stock for the immediately prior period
of less than four (4) months is US$13.00, $16.00, or $19.00 per share or greater, then a pro-rated
share of the applicable Stock Price Bonus(es) shall be paid if the Stock Price Bonus(es) otherwise
becomes payable in accordance with the conditions set forth in Section 5 above applied without
regard to the early termination of this Agreement (i.e., if the target was achieved over the two
(2) month period immediately prior to termination for death or Disability and four (4) months later
the target was achieved for the whole six (6) month period, then Feltheimer (or his estate, if
applicable) would receive one third (1/3) of the applicable Stock Price Bonus(es)). Any Stock
Price Bonus or portion thereof that becomes payable pursuant to this paragraph shall be paid within
five (5) business days following the completion of the applicable six-month period. In addition,
in the event of the termination of this Agreement due to Feltheimer’s death (but not Disability),
all RSUs and Options granted to Feltheimer pursuant to this Agreement, to the extent outstanding
and unvested, will immediately accelerate and become fully vested as of the date of death.
(iii) Without Cause or Termination by Feltheimer for Good Reason. If Lions Gate
terminates Feltheimer’s employment without cause, or Feltheimer terminates his employment with
Lions Gate for Good Reason (which, for purposes of this Section 14(c)(iii) shall not include a
voluntary termination by Feltheimer pursuant to Section 9(c)(ii) above), then Lions Gate shall pay
Feltheimer (A) subject to Section 14(d)(ii), a lump sum payment within 10 days following his
Separation from Service equal to the present value (using the then prevailing rate of interest
charged to Lions Gate by its principal lender as the discount rate) of payment of Feltheimer’s Base
Salary through March 31, 2014 to the extent not theretofore paid; and (B) any Accrued Obligations.
In addition, (i) any then-outstanding and unvested Time Vesting RSUs and
Page 12 of 18
any then-outstanding unvested portion of the Option shall immediately and fully vest and
become exercisable, and (ii) the Performance Vesting RSUs that are eligible to vest on the next
Performance Vesting Date after the date of such termination (but not including any Performance
Vesting RSUs that were eligible to vest on any preceding Performance Vesting Date and did not vest
on such date) shall immediately and fully vest. Any Performance Vesting RSUs that have not vested
after giving effect to the foregoing sentence shall immediately terminate. To the extent
theretofore not provided, Lions Gate shall also pay for or provide to Feltheimer any Benefits
and/or other incentive/bonus plans (other than the Discretionary Bonus) which he was receiving at
the time of termination, and Feltheimer shall continue to be eligible for Stock Price Bonus(es)
without regard to the early termination of this Agreement, through March 31, 2014. If Feltheimer’s
employment with Lions Gate is terminated pursuant to Section 9(c), 14(a)(iv) and/or 14(b) above,
Feltheimer shall have no obligation to mitigate and Lions Gate shall have no right to offset any
income thereafter received by Feltheimer against Lions Gate’s payment obligations to him.
(d) Section 409A.
(i) It is intended that any amounts payable under this Agreement and any exercise of authority
or discretion hereunder by Lions Gate or Feltheimer shall comply with Section 409A of the Code
(including the Treasury regulations and other published guidance relating thereto) (“Section 409A”)
so as not to subject Feltheimer to payment of any interest or additional tax imposed under
Section 409A. To the extent that any amount payable under this Agreement would trigger the
additional tax imposed by Section 409A, this Agreement shall be construed and interpreted in a
manner to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the
intended benefit payable to Feltheimer.
(ii) Notwithstanding any other provision herein, if Feltheimer is a “specified employee”
within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Feltheimer’s
Separation from Service, Feltheimer shall not be entitled to any payment or benefit pursuant to
Section 9(c) or 14(c)(iii) above until the earlier of (i) the date which is six (6) months after
his or her Separation from Service for any reason other than death, or (ii) the date of
Feltheimer’s death. Any amounts otherwise payable to Feltheimer upon or in the six (6) month
period following Feltheimer’s Separation from Service that are not so paid by reason of this
Section 14(d)(ii) shall be paid as soon as practicable (and in all events within thirty (30) days)
after the date that is six (6) months after Feltheimer’s Separation from Service (or, if earlier,
as soon as practicable, and in all events within thirty (30) days, after the date of Feltheimer’s
death), and any such payments shall be increased by an amount equal to interest on such payments
for the period commencing with the date such payment would have otherwise been made but for this
Section 14(d)(ii) (the “Original Payment Date”) and ending on the date such payment is actually
made, at an interest rate equal to the prevailing rate of interest charged to Lions Gate by its
principal lender in effect as of the Original Payment Date. The provisions of this paragraph shall
only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest
pursuant to Section 409A of the Code.
(iii) To the extent that any benefits or reimbursements pursuant to Section 10, Section 12 or
Section 14(c) are taxable to Feltheimer, any reimbursement payment due to Feltheimer pursuant to
any such provision shall be paid to Feltheimer on or before the last
Page 13 of 18
day of Feltheimer’s taxable year following the taxable year in which the related expense was
incurred. The benefits and reimbursements pursuant to such provisions are not subject to
liquidation or exchange for another benefit and the amount of such benefits and reimbursements that
Feltheimer receives in one taxable year shall not affect the amount of such benefits or
reimbursements that Feltheimer receives in any other taxable year.
15. Indemnification. Except with respect to claims resulting from Feltheimer’s
willful misconduct or acts outside the scope of his employment hereunder, Feltheimer shall be
indemnified by Lions Gate (whether during or after the Term) in respect of all claims arising from
or in connection with his position or services as an officer of Lions Gate to the maximum extent
permitted in accordance with Lions Gate’s Certificate of Incorporation, its By-Laws and under
applicable law, and shall be covered by Lions Gate’s applicable directors and officers insurance
policy, which coverage shall be no less favorable than that accorded any other officer or director
of Lions Gate.
16. Company Policies. Feltheimer shall abide by the provisions of all policy
statements, including without limitation any conflict of interest policy statement, of Lions Gate
or adopted by Lions Gate from time to time during the Term and furnished to Feltheimer in writing
or of which he has notice.
17. Non-Solicitation. Feltheimer shall not, during the Term and for a period of one
(1) year thereafter, directly or indirectly, induce or attempt to induce any employee of Lions Gate
or its affiliates, to leave Lions Gate or its affiliates or to render employment services for any
other person, firm or corporation.
18. Property of Lions Gate. Feltheimer acknowledges that the relationship between the
parties hereto is exclusively that of employer and employee and that Lions Gate’s obligations to
him are exclusively contractual in nature. Lions Gate and/or its affiliates shall be the sole
owner or owners of all interests and proceeds of Feltheimer’s services hereunder, including without
limitation, all ideas, concepts, formats, suggestions, developments, arrangements, designs,
packages, programs, scripts, audio visual materials, promotional materials, photography and other
intellectual properties and creative works which Feltheimer may prepare, create, produce or
otherwise develop in connection with and during his employment hereunder, including without
limitation, all copyrights and all rights to reproduce, use, authorize others to use and sell such
properties or works at any time or place for any purpose, free and clear of any claims by
Feltheimer (or anyone claiming under him) of any kind or character whatsoever (other than
Feltheimer’s right to compensation hereunder). Feltheimer shall have no right in or to such
properties or works and shall not use such properties or works for his own benefit or the benefit
of any other person. Feltheimer shall, at the reasonable request of Lions Gate, execute such
assignments, certificates, applications, filings, instruments or other documents consistent
herewith as Lions Gate may from time to time reasonably deem necessary or desirable to evidence,
establish, maintain, perfect, protect, enforce or defend its right, title and interest in or to
such properties or works. Notwithstanding anything to the contrary herein, Feltheimer’s personal
rolodex shall remain his personal property during the term of this Agreement and following its
expiration or earlier termination. Feltheimer’s assignment of rights in this Section 18 does not
apply to any invention which fully qualifies under Section 2870 of the California Labor Code.
Page 14 of 18
19. Confidential Information. All memoranda, notes, records and other documents made
or compiled by Feltheimer, or made available to him during his employment with Lions Gate
concerning the business or affairs of Lions Gate or its affiliates shall be Lions Gate’s property
and shall be delivered to Lions Gate on the termination of this Agreement or at any other time on
request from the Board. Feltheimer shall keep in confidence and shall not use for himself or
others, or divulge to others, any information concerning the business or affairs of Lions Gate or
its affiliates which is not otherwise publicly available and which is obtained by Feltheimer as a
result of his employment, including without limitation, trade secrets or processes and information
reasonably deemed by Lions Gate to be proprietary in nature, including without limitation,
financial information, programming or plans of Lions Gate or its affiliates, unless disclosure is
permitted by Lions Gate or required by law or legal process.
20. Right to Use Name. During the term, Lions Gate shall have the right to use
Feltheimer’s approved biography, name and approved likeness in connection with its business,
including in advertising its products and services, but not for use as a direct or indirect
endorsement.
21. Miscellaneous.
(a) Governing Law. This Agreement shall be governed and construed in accordance with
the laws of the State of California without regard to principles of conflict of laws.
(b) Amendments. This Agreement may be amended or modified only by a written
instrument executed by each of the parties hereto.
(c) Titles and Headings. Section 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 supersedes all prior agreements, negotiations
and understandings of the parties in connection therewith (including, without limitation, the Prior
Agreement, except as expressly provided herein). Notwithstanding the foregoing, except as
expressly set forth herein, the terms and conditions of the agreements that evidence equity-based
awards granted by Lions Gate to Feltheimer that are outstanding as of the date hereof are outside
of the scope of the preceding provisions of this Section 21(d) and continue in effect.
(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, Lions Gate shall assign this Agreement to and
provide for the assumption thereof by any successor to all or substantially all of its stock,
assets and business by dissolution, merger, consolidation, transfer of assets or otherwise.
Page 15 of 18
(f) Arbitration. In exchange for the benefits of the speedy, economical and impartial
dispute resolution procedure of arbitration, Lions Gate and Feltheimer, with the advice and consent
of their selected counsel, choose to forego their right to resolution of their disputes in a court
of law by a judge or jury, and instead elect to treat their disputes, if any, pursuant to the
Federal Arbitration Act and/or California Civil Procedure Code §§ 1281 et seq.
(i) Feltheimer and Lions Gate agree that any and all claims or controversies whatsoever
brought by Feltheimer or Lions Gate, arising out of or relating to this Agreement, Feltheimer’s
employment with Lions Gate, or otherwise arising between Feltheimer and Lions Gate, will be settled
by final and binding arbitration in accordance with the applicable rules and procedures of Judicial
Arbitration and Mediation Services, Inc. (“JAMS”). 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, any claims of wrongful termination, employment discrimination,
retaliation, or harassment of any kind, as well as any 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. Lions Gate
shall be responsible for all costs of the arbitration services, including the fees and costs of the
arbitrator and court reporter fees, unless Feltheimer wishes to share such costs voluntarily. To
the extent permitted by law, the hearing and all filings and other proceedings shall be treated in
a private and confidential manner by the arbitrator and all parties and representatives, and shall
not be disclosed except as necessary for any related judicial proceedings.
(ii) The arbitration will be conducted before an arbitrator who is a member of JAMS and
mutually selected by the parties from the JAMS Panel. In the event that the parties are unable to
mutually agree upon an arbitrator, each party shall select an arbitrator from the JAMS Panel and
the two selected arbitrators shall jointly select a third, and the arbitrators shall jointly
preside over the arbitration. The arbitrator(s) will have jurisdiction to determine the
arbitrability of any claim. The arbitrator(s) shall have a business office in or be a resident of
Los Angeles County, California. The arbitrator(s) shall have the authority to grant all monetary
or equitable relief (including, without limitation, injunctive relief, ancillary costs and fees,
and punitive damages) available under state and Federal law. Either party shall have the right to
appeal any adverse rulings or judgments to the JAMS Panel of Retired Appellate Court Justices.
Judgment on any award rendered by the arbitrator(s) may be entered and enforced by any court having
jurisdiction thereof.
(iii) Notwithstanding the foregoing, the parties agree to participate in non-binding mediation
with a mutually selected mediator prior to initiation of any arbitration process, except that
either party may file any formal arbitration demand as necessary to preserve their legal rights.
22. Severability. Each section, subsection and lesser portion of this Agreement
constitutes a separate and distinct undertaking, covenant and/or provision hereof. In the event
Page 16 of 18
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.
23. Construction. Each party has cooperated in the drafting and preparation of this
Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed
against any party on the basis that the party was the drafter.
24. Legal Counsel. In entering this Agreement, the parties represent that they have
relied upon the advice of their attorneys, who are attorneys of their own choice, and that the
terms of this Agreement have been completely read and explained to them by their attorneys, and
that those terms are fully understood and voluntarily accepted by them.
25. Waiver. No waiver of any breach of any term or provision of this Agreement shall
be construed to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall
be binding unless in writing and signed by the party waiving the breach.
26. Execution. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Photographic and facsimile copies of such signed counterparts may be used in lieu of
the originals for any purpose.
27. Notices. All notices to be given pursuant to this agreement shall be effected
either by mail or personal delivery in writing as follows:
Lions Gate:
Lions Gate Entertainment
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Feltheimer:
Xxx Xxxxxxxxxx
c/o Lions Gate Entertainment
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
c/o Lions Gate Entertainment
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
w/copy to:
Del, Xxxx, Moonves, Tanaka, Xxxxxxxxxxx & Xxxxxxx
Attn: Xxxxxx Del, Esq. and Xxxxxxx Xxxxxxxxxxx, Esq.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Del, Xxxx, Moonves, Tanaka, Xxxxxxxxxxx & Xxxxxxx
Attn: Xxxxxx Del, Esq. and Xxxxxxx Xxxxxxxxxxx, Esq.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Page 17 of 18
In witness whereof, the parties hereto have executed this Agreement as of the date first above
written.
| “LIONS GATE” | ||||||
| LIONS GATE ENTERTAINMENT CORP., | ||||||
| By: | /s/ Xxxxx Xxxxx
|
|||||
| Its: | Executive Vice President and General Counsel | |||||
| “FELTHEIMER” | ||||||
| /s/ Xxx Xxxxxxxxxx | ||||||
| Xxx Xxxxxxxxxx | ||||||
Page 18 of 18
