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Reference is
hereby made to that certain Amended and Restated Employment
Agreement, dated December 15, 2008 (the “Employment
Agreement”), between you and Lions Gate Films, Inc. (the
“Company”). The purpose of this letter agreement is to
amend the Employment Agreement as follows:
1. The first
two paragraphs of Section 1 of the Employment Agreement are
hereby amended and restated to read in their entirety as
follows:
“1. The term
of this Agreement will begin April 1, 2009 (the
“Effective Date”) and end March 31, 2013, subject
to early termination as provided in this Agreement (the
“Term”). Employee’s title shall be General
Counsel and Executive Vice President of Corporate Operations, and
such other operational title as shall be agreed upon in good faith
by Employee and the Chief Executive Officer of the Company. In
Employee’s capacity as General Counsel, Employee shall report
to the Chief Executive Officer; in Employees operational capacity,
Employee shall report to the Chief Executive Officer or his
designee, but no less than to the Chief Operating Officer. 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 the Company.”
2. Section 2(a)
of the Employment Agreement is hereby amended and restated to read
in its entirety as follows:
”(a) Base
Salary . During the Term of this Agreement, the Company agrees
to pay Employee base salary at an annual rate of $750,000
(“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.”
3. The first
sentence of Section 2(b)(v) of the Employment Agreement is
hereby amended to provide that for purposes of the Employment
Agreement, the term “Change of Control” shall have the
same meaning as set forth in the employment agreement of Michael
Burns with the Company as in effect on the date hereof, with the
clarification that what was intended under clause (i) of such
definition is that the term “person” shall include a
combination of persons acting in concert and that an acquisition of
securities contemplated by such clause (i) need not occur
within the context of a merger, consolidation, sale or other
disposition of equity interests or assets of Lions Gate.
4. Section 5
of the Employment Agreement is hereby amended and restated to read
in its entirety as follows:
“5. The
Company shall request that the Compensation Committee (the
“Committee”) of Lions Gate Entertainment Corp.
(“Lions Gate”) authorize and grant Employee (1) an
award of
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