January 5, 2006 Ms. Marni Wieshofer 16634 Calle Brittany Pacific Palisades, CA 90272 Re.: Employment Agreement Dear Ms. Wieshofer:
EXHIBIT 10.13
January 5, 2006
Xx. Xxxxx Xxxxxxxxx
00000 Xxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxxx, XX 00000
00000 Xxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxxx, XX 00000
Re.: Employment Agreement
Dear Xx. Xxxxxxxxx:
On behalf of Lions Gate Films Inc. (“Company”), this is to confirm the terms of your
employment by the Company. We refer to you herein as “Employee”. The terms of Employee’s
employment from this date forward are as follows:
1. The term of this agreement (“Agreement”) will begin February 1, 2006 and
end January 31, 2008 (“Term”). During the Term of this Agreement Employee will serve
as Executive Vice President, Corporate Development. 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 Company. Employee shall report
to the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”) or President,
as determined by the CEO.
So long as this Agreement shall continue in effect, Employee shall devote Employee’s full
business time, energy and ability exclusively to the business, affairs and interests of the Company
and matters related thereto, shall use Employee’s 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 Employee during the Term of this
Agreement:
Base Salary. During the Term of this Agreement, the Company agrees to pay Employee a
base salary as follows:
February 1, 2006 through January 31, 2007 — the rate of Three Hundred Twenty Five
Thousand dollars ($325,000.00) per year (“Base Salary — Year 1”), payable in
accordance with the Company’s normal payroll practices in effect.
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February 1, 2007 through January 31, 2008 — the rate of Three Hundred Fifty
Thousand dollars ($350,000.00) per year (“Base Salary — Year 2”), 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.
Finally, Employee shall be entitled to receive performance bonuses at the full discretion of
the CEO of the Company.
3. As an employee of the Company, Employee will continue to be eligible to
participate in all benefit plans to the same extent as other salaried employees subject to
the terms of such plans.
4. Employee shall be entitled to take paid time off without a reduction in salary,
subject to (i) the approval of Employee’s supervisor, and (ii) the demands and
requirements of Employee’s duties and responsibilities under the Agreement. There are
no paid vacation days. Finally, Employee will be eligible to be reimbursed for any
business expenses 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 25,000 common shares (“Grants”) of Lions
Gate Entertainment Corp. in accordance with the terms and conditions of the existing
and/or future Employee Stock Plan. Employee acknowledges that this Grant of stock is
subject to the approval of the CCLG. The award date (“Award Date”) shall be the date
of the board meeting when the Grant is approved. The Grant shall vest as follows:
1/3 on the lst anniversary of the Award
Date:
2/3 on the 2nd anniversary of the Award Date;
3/3 on the 3rd anniversary of the Award Date.
2/3 on the 2nd anniversary of the Award Date;
3/3 on the 3rd anniversary of the Award Date.
However, if Employee’s contract is not renewed on February 1, 2008, the final 2/3 of unvested
options will vest on January 31, 2008.
6. Employee agrees that the Company Employee Handbook outlines other
policies, which will apply to Employee’s employment, and Employee acknowledges
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:
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(a) The mutual written agreement between Lions Gate and
Employee; or
(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 Employee’s duties hereunder for a
period of one hundred 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 the conclusion of Year 2 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 Section 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 specified 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 hereunder, except
that Lions Gate shall pay to Employee, only such compensation as is earned under Section 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
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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 Employee’s employment
hereunder. All copyrightable works that Employee creates in connection with Employee’s 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 (to the extent it requires an assignment or
offer to assign rights to any invention of Executive) does not apply fully to an invention which
qualifies fully under California Labor Code Section 2870.
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10. Employee shall not assign any of Employee’s rights or delegate any of
Employee’s 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 Employee’s 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 Employee 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
Employee’s employment for Lions Gate. Employee shall not use any such trade secrets in
connection with any other employment and/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 Agreement. Employee shall not
use any such confidential information in connection with any other employment and/or
business opportunities following the Term. In addition, in order to protect the
Confidential Information, Employee agrees that during the Term and for a period of two
(2) years thereafter, Employee will not, directly or indirectly, induce or entice any other
executive of the Company to leave such employment or cause anyone else to leave such
employment.
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 Agreement. Said arbitration shall be under the jurisdiction of Judicial
Arbitration and Mediation Services, Inc. (“JAMS”) in Los Angeles, California. 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. Company shall pay for the administrative costs of
such hearing and proceeding.
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13. This Agreement expresses the binding and entire Agreement between Employee 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.
Marni, please call Xxxxx Xxxxxxx at (000) 000-0000 if you have any questions.
Very truly yours,
LIONS GATE FILMS INC.
| /s/ Xxxxx Xxxxx
|
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| EVP and General Counsel | ||||
| AGREED AND ACCEPTED | ||||
| This 7th day of March, 2005 | ||||
| /s/ Xxxxx Xxxxxxxxx
|
