EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") by and between Lions Gate
Entertainment Corp. ("Lions Gate") and Xxxxxxx Xxxxx ("Xxxxx") is entered into
as of September 1, 2003.
This Agreement relates to the terms and conditions of Xxxxx' employment
with Lions Gate for the term specified herein.
The parties hereby agree as follows:
1. Employment. Lions Gate hereby employs Xxxxx to serve in the capacity
of Vice Chairman of Lions Gate on the terms and conditions set forth herein.
Xxxxx shall render such services as are customarily provided by persons in the
capacity of Vice Chairman in the motion picture industry and as may be
reasonably requested by Lions Gate. Xxxxx 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 Xxxxx' 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 Xxxxx to render any services,
or to include all or any of Xxxxx' work or services in any motion picture or
other property or production. Notwithstanding the foregoing, Lions Gate
acknowledges that Xxxxx is a shareholder of Ignite Entertainment and the parties
agree to negotiate at arms length any matters concerning Lions Gate and Ignite.
2. Term. Xxxxx' employment term under this Agreement shall commence on
September 1, 2003 and continue through and including August 31, 2006 (the
"Term").
3. Base Salary. Lions Gate shall pay Xxxxx an annual fixed salary of
US$500,000 (the "Base Salary") during the Term payable in equal installments in
accordance with Lions Gate's standard payroll practices.
4. Bonuses.
(a) Signing Bonus. Xxxxx shall receive a signing bonus (the
"Signing Bonus") upon his execution of this Agreement in the sum of US$50,000
payable promptly by Lions Gate following Xxxxx' execution of this Agreement.
(b) Discretionary Annual Bonus. Xxxxx is eligible to receive a
discretionary annual bonus (the "Discretionary Bonus"). Lions Gate's Chief
Executive Officer shall recommend a bonus amount, if any, for Xxxxx with input
from Lions Gate's Compensation Committee ("Compensation Committee") and the
Compensation Committee shall have sole and absolute discretion regarding the
bonus amount and Xxxxx' entitlement to a bonus. Xxxxx' entitlement to a bonus
and/or the amount of bonus shall be determined using the following criteria
(with no emphasis to be derived from the order in which they appear): EBITDA;
revenue
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and bottom line performance; Lions Gate's ability to pay; earnings; cashflow
increase; debt reduction; and share price increase. 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.
(c) Transactional Bonus. Xxxxx shall receive a one-time bonus of
US$50,000 if he is instrumental in closing a significant public or private
financing for Lions Gate on or before February 29, 2004. Any disputes regarding
the interpretation of this provision and/or Xxxxx' entitlement to a bonus under
this provision shall be subject to mandatory and binding arbitration under the
terms of Paragraph 17(f) of this Agreement.
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$6.00 per share for a period of six (6) consecutive
months then Lions Gate shall pay Xxxxx a bonus (in addition to any Base Salary,
Discretionary Bonus, Options (as defined below) or Benefits (as defined below)
payable pursuant to this Agreement) in the sum of US$500,000 (the "Stock Price
Bonus") within five (5) business days following the satisfaction of the
preceding condition. Notwithstanding the foregoing, if on or before the time the
Stock Price Bonus 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 Xxxxx' negligent disregard of any such covenants (of
which he has received notice) or his negligent supervision of any of his direct
reports, Xxxxx shall not be entitled to the Stock Price Bonus; provided,
however, the foregoing shall be subject to binding arbitration as set forth in
Paragraph 17(f) should Xxxxx dispute Lions Gate's position with respect thereto.
6. Options.
(a) Grant of Options. Provided that Xxxxx' employment hereunder
has not been terminated for cause, death, or disability (as defined herein) or
at his own election and subject to regulatory approval, if required, Xxxxx shall
be granted, as soon as practicable, an option to purchase 400,000 shares of
Lions Gate stock ("Options") at an exercise price of the then five day weighted
average of Lions Gate's stock price, in accordance with Lions Gate's stock
option plan. The foregoing options shall be in addition to any equity interest
(whether options, warrants or otherwise) previously granted to Xxxxx pursuant to
any previous employment agreement or otherwise, which expressly includes 375,000
phantom shares in favor of Xxxxx granted by agreement dated December 11, 2001
(collectively, the "Pre-existing Equity"). 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. Lions Gate agrees to review Xxxxx' options allocation annually.
(b) Date of Vesting; Date Exercisable. Provided Xxxxx is then an
employee hereunder, the Options shall vest and become exercisable as to
one-third (1/3) of the shares on November 1, 2003, one-third (1/3) of the shares
on November 1, 2004 and one-third (1/3) of the shares on November 1, 2005;
provided, however, if the vesting of the option and rights to exercise are
accelerated pursuant to Paragraph 7 or Paragraph 11(b) below, then the foregoing
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requirement that Xxxxx be an employee shall not apply with respect to any of the
foregoing vesting dates.
(c) Failure to Obtain Regulatory Approval. 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 Xxxxx shall be entitled to
alternative commensurate compensation, the details of which shall be negotiated
in good faith.
(d) Extension of Term of Pre-Existing Equity. The expiration
dates of Xxxxx' Pre-Existing Equity shall be extended to the date of expiration
of this Agreement, i.e., through and including August 31, 2006.
7. 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 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
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(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 Options. Any then-unvested portion of the options
shall immediately and fully vest and become immediately and fully exercisable.
(c) Severance.
(i) If, in connection with a Change of Control, Xxxxx'
employment by Lions Gate is terminated for any reason, excepting only
termination for cause (as set forth in Paragraph 10(d) below) and termination at
Xxxxx' election (pursuant to Paragraph 7(c)(ii) below), then notwithstanding
anything to the contrary in Paragraph 11 below Xxxxx shall be entitled to the
payment of US$500,000 or the remainder of the Base Salary to be paid for the
Term (whichever amount is greater).
(ii) For a period of fifteen (15) days following the
effective date of the Change of Control (i.e., the date of the formal closing of
the transaction) or notice from Lions Gate (whichever is later), Xxxxx shall
have the right, exercisable in his sole discretion, to terminate his employment
hereunder by giving written notice thereof to Lions Gate within such fifteen
(15) day period, in which event Xxxxx shall be entitled to the payment of
US$500,000 or the remainder of the Base Salary to be paid for the Term
(whichever amount is greater).
(d) Waiver of Stock Price Bonus Condition Precedent. If at the
time of the effective date of a Change of Control Lions Gate's share price is
US$6.00 per share or greater, then Lions Gate shall pay Xxxxx the Stock Price
Bonus, without regard to the potential condition precedent or reduction set
forth in Paragraph 5 above, within five (5) business days following such Change
of Control.
8. Benefits. During the Term, Xxxxx shall be eligible for all employee
benefits (health insurance and vacation) and 401(k) per Lions Gate's standard
benefit program for an employee employed by Lions Gate at Xxxxx' level. Xxxxx
shall accrue vacation at the rate of three (3) weeks per year up to a maximum
accrued vacation level of three (3) weeks. Xxxxx shall be entitled to a car
allowance in the amount of US$1,111 per month. 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 Xxxxx' participation in or entitlement under any such Benefit shall at all
times be subject in all respects thereto.
9. Devotion of Time/Services. Xxxxx recognizes that consistent with his
position as Vice Chairman he is required to devote all of his business time and
services to the business and interests of Lions Gate and, due to Xxxxx' high
level position, failure to do so would cause a material and substantial
disruption to Lions Gate's operations. Consistent with the foregoing, Xxxxx
agrees that he shall not undertake any activity that is in direct conflict with
the essential enterprise related interests of Lions Gate.
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10. Termination.
This Agreement shall terminate upon the happening of any one or
more of the following events:
(a) upon mutual written agreement between Lions Gate and Xxxxx;
(b) upon the death of Xxxxx;
(c) by Lions Gate giving written notice of termination to Xxxxx
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 ninety (90) days, or for a period of ninety (90) days in the aggregate,
during any twelve (12) consecutive month period. For purposes of this Agreement,
"Disability" shall mean a physical or mental impairment which renders Xxxxx
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 Xxxxx and/or his medical personnel, as well as information from medical
personnel (or others) selected by Lions Gate or its insurers. Xxxxx shall have
ten (10) days following written notice by Lions Gate to cure the Disability;
(d) by giving written notice of termination for cause. "Cause" as
used herein means that Lions Gate, acting reasonably and in good faith,
determines or believes that Xxxxx has engaged in or committed any of the
following: (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 Xxxxx; provided, however, Lions Gate shall not terminate Xxxxx' employment
hereunder pursuant to this Paragraph 10(d) unless it shall first give Xxxxx
written notice of the alleged defect and the same is not cured within fifteen
(15) business days of such written notice;
(e) by Xxxxx giving notice of his intention to terminate in
connection with a Change of Control as set forth in Paragraph 7 above, provided
that Xxxxx' right to terminate pursuant to said Paragraph shall be limited as
set forth therein; or
(f) by Lions Gate giving notice to Xxxxx of termination without
cause.
11. Effect of Termination.
(a) Reasons Other Than Without Cause. If Lions Gate terminates
this Agreement pursuant to Xxxxxxxxx 00, xxxxxxxxxxxxx (x)-(x) above, Lions
Gate shall have no
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further obligation to pay Xxxxx any compensation of any kind other than already
accrued but unpaid (A) Base Salary (or severance as described in Paragraph 7(c)
if Xxxxx' employment is terminated in connection with a Change of Control), (B)
Stock Price Bonus, (C) expense reimbursement and (D) vacation pay, if any.
Notwithstanding the foregoing, if on the date of death or termination
for Disability pursuant to Xxxxxxxxx 00, xxxxxxxxxxxxx (x) and (c), the
volume-weighted average median stock price of Lions Gate's stock for the
immediately prior four (4) month (or longer) period is US$6.00 per share or
greater, then the Stock Price Bonus shall be paid in full if it otherwise
becomes payable in accordance with the conditions set forth in Paragraph 5 above
applied without regard to the early termination of this Agreement. If on the
date of death or termination for disability the volume-weighted average median
stock price of Lions Gate's stock for the immediately prior period of less than
four (4) months is US$ 6.00 per share or greater, then a pro-rated share of the
Stock Price Bonus shall be paid if the Stock Price Bonus otherwise becomes
payable in accordance with the conditions set forth in Paragraph 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 Xxxxx (or his estate, if applicable) would
receive one third (1/3) of the Stock Price Bonus)
Notwithstanding the foregoing, Lions Gate shall have no obligation to
pay the Stock Price Bonus, even if accrued, if this Agreement is terminated
based on Xxxxx' 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 Paragraph 17(f) below.
(b) Without Cause. If Lions Gate terminates Xxxxx' employment
without cause pursuant to Paragraph 10(f) then Xxxxx shall be entitled to
receive either: (A) the Base Salary through the conclusion of the Term in
accordance with Lions Gate's standard payroll practices as if the Agreement had
not been terminated; or (B) a lump sum severance payment in the amount of 50% of
the balance of the Base Salary through the conclusion of the Term. Xxxxx shall
elect either alternative (A) or (B) within ten (10) days of Lions Gate's written
notice of termination. If Xxxxx fails to make an election with ten (10) days
then Xxxxx shall be deemed to have selected alternative (A). The foregoing
amounts shall not be payable if Xxxxx' termination is in connection with a
Change of Control, but in such event Xxxxx shall be paid in accordance with
Paragraph 7(c). Xxxxx shall also be entitled to receive any already accrued but
unpaid (A) Base Salary, (B) Stock Price Bonus, (C) expense reimbursement and (D)
vacation pay, if any. If Lions Gate terminates Xxxxx' employment without cause
any then unvested Options shall immediately vest and become immediately and
fully exercisable.
If Xxxxx' employment with Lions Gate is terminated pursuant to Paragraph
7(c), 10(a)-(c) or 10(e)-(f) above, Xxxxx shall have no obligation to mitigate
and Lions Gate shall have no right to offset any income thereafter received by
Xxxxx against Lions Gate's payment obligations to him.
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12. Indemnification. Except with respect to claims resulting from Xxxxx'
willful misconduct or acts outside the scope of his employment hereunder, Xxxxx
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.
13. Company Policies. Xxxxx 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 Xxxxx in writing or of which he has notice.
14. Non-Solicitation. Xxxxx 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.
15. Property of Lions Gate. Xxxxx 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 Xxxxx' 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 Xxxxx 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
Xxxxx (or anyone claiming under him) of any kind or character whatsoever (other
than Xxxxx' right to compensation hereunder). Xxxxx 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. Xxxxx 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. Xxxxx' assignment of rights in this Paragraph
does not apply to any invention which fully qualifies under Section 2870 of the
California Labor Code.
16. Confidential Information. All memoranda, notes, records and other
documents made or compiled by Xxxxx, 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
Lions Gate. Xxxxx 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 Xxxxx as a result of
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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.
17. 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. 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. Subject to the other terms hereof with
respect to prior agreements (e.g., the Pre-existing Equity referenced in
Paragraph 6 above), 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.
(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.
(f) Arbitration. In exchange for the benefits of the speedy,
economical and impartial dispute resolution procedure of arbitration, Lions Gate
and Xxxxx, 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 Sections 1281 et
seq.
(i) Xxxxx and Lions Gate agree that any and all claims or
controversies whatsoever brought by Xxxxx or Lions Gate, arising out of or
relating to this Agreement, Xxxxx'x employment with Lions Gate, or otherwise
arising between Xxxxx 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
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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 Xxxxx 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.
18. Severability. 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.
19. 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.
20. 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
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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.
21. 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.
22. 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.
23. 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 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
Attention: General Counsel
Xxxxx:
Xxxxxxx Xxxxx
c/o Lions Gate Entertainment
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
In witness whereof, the parties hereto have executed this Agreement as
of the date first above written.
XXXXXXX XXXXX LIONS GATE ENTERTAINMENT CORP.
------------------------------------ By:
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Its:
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