EXHIBIT 10.8
February 1, 2004
Xx. Xxxxx Xxxxxxxxx
Re.: Employment Agreement
Dear Xx. Xxxxxxxxx ("Executive"):
On behalf of Lions Gate Entertainment Inc. ("Lions Gate" or "Company"),
this is to confirm the terms of your employment by the Company. Company and
Executive agree that the terms of this agreement ("Agreement") shall replace and
supercede any and all prior terms of any other agreements between you and the
Company. Neither the Company nor you shall have any further obligations under
any prior agreements. The terms of your employment from this date forward are as
follows:
1. The term of this agreement ("Agreement") will begin February 1, 2004
and end January 31, 2006. During the term of this Agreement you will serve as
Executive Vice President, Corporate Development. Executive shall perform all of
her duties from her home or at such other places as Lions Gate may reasonably
designate. Executive shall report to the CEO.
So long as this Agreement shall continue in effect, you shall devote your
full business time, energy and ability exclusively to the business, affairs and
interests of the Company and matters related thereto, shall use your best
efforts and abilities to promote the Company's interests and shall perform the
services contemplated by this Agreement in accordance with policies established
by the Company.
2. The following compensation will be paid to you during the term of this
Agreement:
Base Salary. During the term of this Agreement, the Company agrees
to pay you a base salary as follows:
February 1, 2004 to January 31, 2006 - the rate of Three Hundred
Thousand dollars ($300,000.00) per year ("base salary"), payable in
accordance with the Company's normal payroll practices in effect.
Nothing in this Agreement shall limit the Company's right to modify
its payroll practices, as it deems necessary.
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February 1, 2004
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Finally, you shall be entitled to receive performances bonuses at
the full discretion of the CEO of the Company.
3. As an employee of the Company, you will continue to be eligible to
participate in all benefit plans to the same extent as other senior executives
of Lions Gate of the same level, subject to the terms of and your qualification
for such plans. Perks include cell phone and parking, reimbursement of all home
telephone/fax and other out-of-pocket expenses for business use. Executive shall
be entitled to a lap-top computer during the Term hereof. Executive shall
continue to be designated as a named insured under Lions Gate's D&O Liability
Insurance Policy.
4. You shall be entitled to take paid time off without a reduction in
salary, subject to (i) the approval of your supervisor, and (ii) the demands and
requirements of your duties and responsibilities under the Agreement. There are
no paid vacation days. Finally, you will be eligible to be reimbursed for any
business expenses, including business class travel for flights longer than four
hours, in accordance with the Company's current Travel and Entertainment policy.
5. Lions Gate shall request that the Compensation Committee of Lions Gate
("CCLG") authorize and grant Employee the right (the "Option") to purchase an
additional 50,000 common shares of Lions Gate Entertainment Corp. in accordance
with the terms and conditions of the existing and/or future Employee Stock
Option Plan. Employee acknowledges that this grant of stock is subject to the
approval of the CCLG and Lions Gate Entertainment Corp.'s shareholders
("Shareholders"). The next scheduled meeting of the Shareholders shall be in
September of 2004. Executive (or Executive's estate in the event of the death of
Executive) shall have twelve months from January 31, 2006 to exercise all vested
options. Executive has six (6) months to exercise all vested options if
terminated with cause or leaves employment voluntarily. Executive has one (1)
year to exercise all vested options if she is terminated without cause or
becomes incapacitated. Executive' stock options shall vest as follows: (i) one
third upon the approval of the Shareholders; (ii) one third at the conclusion of
the first year of the Term; and (iii) and the final third upon the conclusion of
the second year of the Term. Currently 75,000 options to purchase common shares
of Lions Gate at U.S. $2.55, are fully vested.
6. You agree that the Company Employee Handbook outlines other policies,
which will apply to your employment, and you acknowledge receipt of such
handbook. Please note, however, that the Company retains the right to revise,
modify or delete any policy or benefit plan it deems appropriate.
7. 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
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February 1, 2004
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(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 his duties hereunder for a period of one hundred and twenty (120)
days or more, or
(d) The determination on the part of Lions Gate that "cause" exists
for termination of this Agreement; "cause" being defined as any of the
following: 1) Employee's conviction of a felony or plea of nolo contendere to a
felony except in connection with a traffic violation; 2) commission, by act or
omission, 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) Without Cause. In such case Employee shall be entitled to
receive the Base Salary set forth in Section 2 through January
31, 2006, subject to Employee's obligation to mitigate in
accordance with California Law. In the alternative, at Lions
Gate's discretion, if Employee is terminated by Lions Gate for
any reason other than as set forth in sub-paragraphs 7(a)-(d),
a severance amount equal to 50% of the balance of the
compensation still owing to Employee under paragraph 2 hereof
at the time of termination shall be paid to Employee by Lions
Gate, which payment shall relieve Lions Gate of any and all
obligations to Employee.
(f) Lions Gate 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 (12)
month period. In such event, Lions Gate shall pay to you your
salary through to the date specificed in the notice of
termination; provided, however, that such date of termination
shall not be less than six (6) months after the date of such
notice of termination less any amounts payable to you under
any plan with disability benefits.
In the event that this Agreement is terminated pursuant to sub-paragraphs
(a)-(d) above neither Lions Gate nor Employee shall have any remaining duties or
obligations
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February 1, 2004
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hereunder, except that Lions Gate shall pay to Employee, only such compensation
as is earned under Paragraph 2 as of the date of termination.
8. Employee's services shall be exclusive to Lions Gate during the Term.
Employee shall render such services as are customarily rendered by persons in
Employee's capacity in the motion picture industry and as may be reasonably
requested by Lions Gate. Employee hereby agrees to comply with all reasonable
requirements, directions and requests, and with all reasonable rules and
regulations made by Lions Gate in connection with the regular conduct of its
business; to render services during Employee's employment hereunder whenever and
wherever and as often as Lions Gate may reasonably require in a competent,
conscientious and professional manner, and as instructed by Lions Gate in all
matters, including those involving artistic taste and judgment, but there shall
be no obligation on Lions Gate to cause or allow Employee to render any
services, or to include all or any of Employee's work or services in any motion
picture or other property or production.
9. Employee agrees that Lions Gate shall own all rights of every kind and
character throughout the universe, in perpetuity to any material and/or idea
suggested or submitted by Employee or suggested or submitted to Employee by a
third party that occurs during the Term or any other period of employment with
the Company, its parent, affiliates, or subsidiaries that are within the scope
of Employee's employment and responsibilities hereunder. Employee agrees that
during the Term and any other period of employment with the Company, its parent,
affiliates, or subsidiaries, Lions Gate shall own all other results and proceeds
of Employee's services that are related to Employee's employment and
responsibilities. Employee shall promptly and fully disclose all intellectual
property generated by the Employee during the Term and any other period of
employment with the Company, its parent, affiliates, or subsidiaries in
connection with her employment hereunder. All copyrightable works that Employee
creates in connection with his obligations under this Agreement and any other
period of employment with the Company, its parent, affiliates, or subsidiaries
shall be considered "work made for hire" and therefore the property of the
Company. To the extent any work so produced or other intellectual property so
generated by Employee is not deemed to be a "work made for hire," Employee
hereby assigns and agrees to assign to the Company (or as otherwise directed by
the Company) Employee's full right, title and interest in and to all such works
and other intellectual property. Employee agrees to execute any and all
applications for domestic and foreign copyrights or other proprietary rights and
to do such other acts (including without limitation the execution and delivery
of instruments of further assurance or confirmation) requested by the Company to
assign the intellectual property to the Company and to permit the Company to
enforce any copyrights or other proprietary rights to the intellectual property.
Employee will not charge the Company for time spent in complying with these
obligations. This Section 9 shall apply only to that intellectual property which
related at the time of conception to the Company's then current or anticipated
business or resulted from work performed by Employee for the Company. Employee
hereby acknowledges receipt of written notice from the Company pursuant to
California Labor Code Section 2872 that this Agreement
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February 1, 2004
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10. Employee shall not assign any of his rights or delegate any of her
duties under this agreement.
11. The parties acknowledge and agree that during the Term of this
Agreement and in the course of the discharge of her duties hereunder and at any
other period of employment with the Company, its parent, affiliates, or
subsidiaries, Employee shall have and has had access to 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 (to the extent that such confidential information is not subsequently
disclosed) that this information constitutes Lions Gate's trade secrets.
Employee agrees that he 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 his employment for Lions Gate. Employee shall not use any such trade
secrets in connection with any other employment an/or business opportunities
following the Term. In addition, Employee hereby expressly agrees that Employee
will not disclose any confidential matters of Lions Gate that are not trade
secrets prior to, during or after Employee's employment including the specifics
of this contract. Employee shall not use any such confidential information in
connection with any other employment an/or business opportunities following the
Term.
12. Any dispute, controversy or claim arising out of or in respect to this
Agreement (or its validity, interpretation or enforcement), the employment
relationship or the subject matter hereof shall at the request of either party
be submitted to and settled by binding arbitration conducted before a single
arbitrator in Los Angeles in accordance with the Federal Arbitration Act, to the
extent that such rules do not conflict with any provisions of this Employment
Agreement. Said arbitration shall be under the jurisdiction of Judicial
Arbitration and Mediation Services, Inc. ("JAMS") in Los Angeles. All such
actions must be instituted within one year after the controversy or claim arose
or forever be waived. Failure to institute an arbitration proceeding within such
period shall constitute an absolute bar to the institution of any proceedings
respecting such controversy or claim, and a waiver thereof. The arbitrator shall
have the authority to award damages and remedies in accordance with applicable
law. Any award, order of judgment pursuant to such arbitration shall be deemed
final and binding and may be entered and enforced in any state or federal court
of competent jurisdiction. Each party agrees to submit to the jurisdiction of
any such court for purposes of the enforcement of any such award, order of
judgment. The parties agree that Lions Gate shall pay the Arbitrator's fee.
13. This Agreement expresses the binding and entire Agreement between you
and the Company and shall replace and supersede all prior arrangements and
representations, either oral or written, as to the subject matter hereof. All
modifications or amendments to the Agreement must be in writing, signed by both
parties.
Please acknowledge your confirmation of the above terms by signing below
where indicated and returning this letter to me.
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February 1, 2004
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Very truly yours,
LIONS GATE ENTERTAINMENT CORP.
Xxxxx Xxxxx
EVP and General Counsel
AGREED AND ACCEPTED
THIS _____DAY OF ________, 2004
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