Exhibit 10.11
CONSULTING AGREEMENT
Reference is hereby made to that certain Employment Agreement ("Initial
Prior Agreement") between Lions Gate Entertainment Corp. and its subsidiaries
and parent companies (collectively "Lions Gate") and Xxxxxx Keep ("Keep") that
had an effective date as of October 1, 2000.
Reference is hereby made to that certain Employment Agreement ("Prior
Agreement") with an effective date of October 1, 2001, as the same was amended,
between Lions Gate and Keep.
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Lions Gate and Beaconsfield Management Services Ltd.
f/s/x Xxxxxx Keep (collectively "BMS") hereby enter into the following
consulting agreement ("Consulting Agreement") that shall have an effective date
of April 1, 2003.
1. OPTIONS: (i) The parties acknowledge that the Initial Option Right set
forth in paragraph 3 of the Initial Prior Agreement was not exercised and, as a
consequence thereof, the final 25,000 stock options to which Keep is entitled
under the Initial Prior Agreement vested on October 1, 2001; (ii) Keep's
employment with Lions Gate shall be deemed to be continued for the Term (defined
below) of this Consulting Agreement, as the same may be extended, solely in
connection with any and all stock options that were granted to Keep under the
Initial Prior Agreement and/or the Prior Agreement. For the sake of clarity, in
the execution and/or interpretation of any Stock Option Plan to which Keep is a
party, the period of Keep's employment with Lions Gate shall be deemed extended
throughout the Term of this Agreement.
2. CONSULTING ENGAGEMENT: Lions Gate agrees to engage BMS in a consulting
capacity as set forth herein. BMS agrees to accept such engagement under the
terms and conditions set forth below. During the Term, BMS shall be based at
Lions Gate's offices in Vancouver, British Columbia, but shall agree to travel
as reasonably required by BMS' duties and responsibilities hereunder.
3. TERM: Commencing as of the effective date and ending September 30,
2003.
4. FEES: BMS' Fees shall be C$5000 per month plus GST, payable at the
conclusion of each month of the Term, without the need of invoice.
5. SERVICES: BMS' services, duties and responsibilities shall be same as
BMS' duties under both the Initial prior Agreement and the Prior Agreement,
except that BMS shall not be responsible for Investor Relations nor shall BMS be
responsible for the preparation of the 10K, 10Q's, or maintaining the minute
books of Lions Gate's subsidiaries. BMS shall continue to keep the minute books
of LGE Corp. BMS 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 BMS' engagement hereunder in a competent, conscientious and professional
manner, and as instructed by Lions Gate in all matters.
BMS shall be entitled to the services of a full time assistant that is
paid no more than C$18,000 during the Term.
6. CONFIDENTIAL INFORMATION; RESULTS AND PROCEEDS: BMS expressly agrees
that while engaged by Lions Gate, BMS will not disclose any confidential matters
of Lions Gate prior to, during or after BMS' engagement including the specifies
of this contract. In addition, BMS 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 BMS or suggested or submitted to
BMS by a third party that occurs during the Term and are within the scope of
BMS' responsibilities hereunder. BMS agrees that during the Term, Lions Gate
shall own all other results and proceeds of BMS' services that are related to
BMS' engagement and responsibilities hereunder.
7. SEVERANCE ISSUES: In full and final settlement of any claims that BMS
and/or Keep would be entitled to receive severance under both common and
statutory law or any other form law, Lions Gate shall pay Keep an amount equal
to C$80,233.08.
8. NOTICES: All notices to be given pursuant to this Consulting Agreement
shall be effected either by personal delivery in writing as follows:
Lions Gate:
Lions Gate Entertainment Corp
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
Attention: Xxx Xxxxxxxxxx and General Counsel
Consultant:
Beaconsfield Management Services Ltd. f/s/x Xxxxxx Keep
x/x Xxxxx Xxxx Xxxxxxxxxxxxx Xxxx
Xxxxx Xxxxxxx Xxxxxx
Xxxxx 0000
XX Xxx 00000
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx VAX 1J1
9. COMPLETE AGREEMENT; MODIFICATIONS: Each party to this Consulting
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not embodied herein, and that no other
agreement, statement, or promise not contained in this Consulting Agreement
shall be valid or binding. This Consulting Agreement embodies the complete
agreement and understanding between the parties and supersedes all prior
understandings, agreements or representations by or between the parties, written
or oral, which may have related to the subject matter hereof. Any modification
of this Consulting Agreement will be effective only if it is in writing and
signed by the party to be charged.
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10. LAWS: This Consulting Agreement shall be governed by the internal laws
of the Province of British Columbia. This Consulting Agreement may be executed
via facsimile and/or in counter-parts and all such counter-parts and/or
facsimile copies shall be deemed one and the same and an original of this
Consulting Agreement.
11. WAIVERS: Failure to require compliance with any provision or condition
provided for under this Consulting Agreement at any one time, or several times,
shall not be deemed a waiver or relinquishment of such provision or condition at
any other time.
12. ASSIGNMENT: BMS shall not assign any of BMS' rights or delegate any of
BMS' duties under this Consulting Agreement.
13. TERMINATION AND NON - RENEWAL: This Consulting Agreement shall
terminate upon the happening of any one or more of the following events:
a. The mutual written agreement between Lions Gate and BMS; or
b. The death of Keep; or .
c. Keep having become so physically or mentally disabled as to be
incapable, even with a reasonable accommodation, of satisfactorily performing
BMS' 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 Consulting Agreement; "cause" being defined as any of
the following: 1) BMS's conviction of a felony or plea of nolo contendere to a
felony; except a felony related to a traffic violation 2) commission, by act or
omission, of any material act of dishonesty in the performance of BMS' duties
hereunder; 3) material breach of this Consulting Agreement by BMS, or 4) any act
of misconduct by BMS having a substantial material adverse effect on the
business or reputation of Lions Gate.
e. Lions Gate may terminate this Consulting Agreement without cause
upon written notice, whereupon BMS shall be entitled to receive the following:
the balance of BMS' Fees through the balance of the term
14. TRADE SECRETS: The parties acknowledge and agree that during the term
of this Consulting Agreement and in the course of the discharge of BMS' duties
hereunder, BMS shall have access to and become acquainted with 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 that this information constitutes Lions Gate's trade secrets. BMS
agrees that BMS 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 Consulting Agreement or at any other time thereafter, except as is
required in the course of BMS' employment for Lions Gate.
15. ARBITRATION: BMS and Lions Gate agree that any and all claims or
controversies whatsoever brought by BMS, arising out of or relating to this
Consulting Agreement, BMS' employment with Lions Gate, or otherwise arising
between BMS and Lions
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Gate, will be settled by final and binding arbitration pursuant to the rules of
the Arbitration Act (British Columbia) or other mutually agreeable authority.
The obligation to arbitrate such claims will survive the termination of this
Consulting Agreement. The arbitrator shall have the authority to grant all
monetary or equitable relief (including, without limitation, injunctive relief
and ancillary costs and fees). Judgment on any award rendered by the arbitrator
may be entered and enforced by any court having jurisdiction thereof.
If the foregoing represents BMS' understanding and agreement and BMS
agrees to be legally bound by the foregoing terms and conditions, kindly so
indicate in the place provided for BMS' signature below.
Lions Gate Entertainment, Inc.
By:
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Its:
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Agreed to and Accepted:
Beaconsfield Management Services Ltd. /s/x Xxxxxx Keep
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By: Xxxxxx Keep
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Xxxxxx Keep
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