United states securities and exchange commission



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BORROWER:
SUMMIT ENTERTAINMENT, LLC

By: /s/ Wayne Levin

Name: Wayne Levin

Title: President & Secretary



GUARANTORS:
SUMMIT DISTRIBUTION, LLC

By: /s/ Wayne Levin

Name: Wayne Levin

Title: Executive Vice President

SELP, LLC

By: /s/ Wayne Levin

Name: Wayne Levin

Title: Manager

SUMMIT ENTERTAINMENT DEVELOPMENT SERVICES

By: /s/ Wayne Levin

Name: Wayne Levin

Title: Chief Executive Officer

SUMMIT GUARANTY SERVICES, LLC

By: /s/ Wayne Levin

Name: Wayne Levin

Title: Manager



SUMMIT INTERNATIONAL DISTRIBUTION, INC.

By: /s/ Wayne Levin

Name: Wayne Levin

Title: Chief Executive Officer

SUMMIT PRODUCTIONS, LLC

By: /s/ Wayne Levin

Name: Wayne Levin

Title: Manager

SUMMIT SIGNATURE, LLC

By: /s/ Wayne Levin

Name: Wayne Levin

Title: Executive Vice President

PROSCENIUM PICTURES LIMITED

By: /s/ Guy Avshalom

Name: Guy Avshalom

Title: Managing Director

SUMMIT ENTERTAINMENT N.V.

By: /s/ Wayne Levin

Name: Wayne Levin

Title: Managing Director

LGAC 1, LLC

By: /s/ Wayne Levin

Name: Wayne Levin

Title: President


SUMMIT ENTERTAINMENT LIMITED

By: /s/ Bestservus (Nominees) Ltd.

Name:

Title:



LENDERS:

JPMORGAN CHASE BANK, N.A. ,

individually and as Administrative Agent

By: /s/ Darian A. Singer

Name: Darian A. Singer

Title: Associate
BARCLAYS BANK PLC

By: /s/ Kevin Cullen

Name: Kevin Cullen

Title: Director


JEFFERIES FINANCE LLC

By: /s/ E.J. Hess

Name: E.J. Hess

Title: Managing Director



Exhibit 10.88

March 5, 2012


Mr. Steve Beeks

RE: Employment Agreement


Dear Mr. Beeks:
On behalf of Lions Gate Films Inc., this is to confirm the terms of your employment by the Company (as defined herein). As the context requires, “Company” shall refer to Lions Gate Films Inc., Lions Gate Entertainment Inc., or Lions Gate Entertainment Corp.. We refer to you herein as “Employee.” The terms of Employee’s employment are as follows:
1.    TERM
(a) The term of this agreement (“Agreement”) will begin April 2, 2012 and end April 1, 2015 subject to earlier termination as provided in Section 7 below (“Term”). Until April 2, 2012 the employment agreement dated March 28, 2007, as amended and restated on December 15, 2008 and subsequently amended February 6, 2009, between Company and Employee (the “Prior Agreement”) shall govern the terms and conditions of Employee’s employment. During the Term of this Agreement, Employee will serve as Co-Chief Operating Officer (“Co-COO”) and President, Motion Picture Group. As Co-COO, Employee will report to the Company’s Chief Executive Officer, currently Jon Feltheimer (“CEO”), and as President, Motion Picture Group, Employee will report to the Co-Chairs of Motion Picture Group, currently Rob Friedman and Patrick Wachsberger, or Company’s designee performing substantially the functions of the head of the Motion Picture Group. Employee shall render such services as are customarily rendered by persons in Employee’s capacity in the entertainment industry and as may be reasonably requested by Company. Notwithstanding anything herein to the contrary, at any time during the Term, Company may require by written notice (“Title Notice”) that Employee serve solely and only as the Co-COO or the President, Motion Picture Group, and such requirement shall not be a breach of this Agreement.  Following receipt of the Title Notice, Employee shall render such services as are customarily rendered by persons in Employee’s capacity in the entertainment industry and as may be reasonably requested by Company as either the President, Motion Picture Group or the Co-COO, as the case may be.   
(b) 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.

As long as Employee’s meaningful business time is devoted to the Company, Employee may devote a reasonable amount of time to management of personal investments and charitable, political and civic activities, so long as these activities do not conflict with the Company’s interests or otherwise interfere with Employee’s performance under this Agreement.


2.    COMPENSATION
(a) Salary . During the Term, Employee will be entitled to receive base salary at a rate of NINE HUNDRED THOUSAND DOLLARS ($900,000.00) per year (“Base Salary”), payable in accordance with the Company’s normal payroll practices in effect.
(b) Payroll . Nothing in this Agreement shall limit the Company’s right to modify its payroll practices, as it deems necessary.
(c) Bonuses . During the Term, Employee shall be eligible to receive annual performance bonuses with a target of fifty percent (50%) of Base Salary based on such Company and/or individual performance criteria as determined by the Compensation Committee (the “CCLG”) of the Board of Directors of Lions Gate Entertainment Corp., the Company’s parent (“Lions Gate”), in its discretion and in consultation with the CEO, provided that Employee must be employed with the Company through the end of the Company’s fiscal year and at the time when such bonus, if earned, is paid to be eligible to receive a bonus for a given fiscal year. In the event that Employee is terminated pursuant to Section 7(a)(v) below, Employee shall be eligible for a pro-rated bonus based upon the amount of time worked during the fiscal year in which the termination occurs, determined using the same criteria as used to determine bonuses for other senior level executives and paid at the same time that such bonuses are paid to employees of the Company. Any such bonus will be paid as soon as practicable after the end of the applicable fiscal year and in all events within the “short-term deferral” period provided under Treasury Regulation Section 1.409A-1(a)(4).
3.    BENEFITS
As an employee of the Company, Employee will continue to be eligible to participate in all benefit plans to the same extent as other similarly situated salaried employees of the Company and in all events subject to the terms of such plans. For the sake of clarity, such plans do not include compensation and/or any bonus plans.
4.    VACATION AND TRAVEL
(a) Employee shall be entitled to take paid time off without a reduction in salary, subject to (i) the approval of the CEO, which shall not be unreasonably withheld, and (ii) the demands and requirements of Employee’s duties and responsibilities under this Agreement. Employee shall accrue no paid vacation.
(b) Employee will be eligible to be reimbursed for any business expenses in

accordance with the Company’s current Travel and Entertainment policy.


(c) In addition, Employee shall be entitled to (i) business class travel for flights in excess of four (4) hours; (ii) all customary "perqs" of division heads within the Company; (iii) a cell phone, which may be expensed; (iv) a reserved parking space; and (v) reimbursement for all expenses reasonably incurred in connection with his employment.
(d) The Company reserves the right to modify, suspend or discontinue any and all of the above referenced benefits, plans, practices, policies and programs (including those in Section 3) at any time (whether before or after termination of employment) without notice to or recourse by Employee so long as action is taken in general with respect to other similarly situated persons and does not single out Employee.
5.     STOCK
(a) Time-Based RSU Grant .
(i)    Grant. The Company acknowledges that at the March 5, 2012 meeting of the CCLG, the CCLG approved the grant to Employee of 50,000 Lions Gate restricted share units (the “Time-Based RSU Grant”) in accordance with the terms and conditions of Lions Gate’s 2004 Performance Incentive Plan, or any successor equity incentive plan (the “Plan”). The award date of the Time-Based RSU Grant shall be the date that such grant was approved by the CCLG, and the vesting commencement date of such grant shall be March 5, 2012. The Time-Based RSU Grant shall be evidenced by and subject to the terms of an award agreement in the form generally then used by Lions Gate to evidence grants of time-based restricted stock units under the Plan.
(ii) Vesting. Subject to the other terms hereof, the Time-Based RSU Grant shall vest as follows:








(A)

the first 16,667 stock units of the Time-Based RSU Grant will vest on March 5, 2013;










(B)

an additional 16,667 stock units of the Time-Based RSU Grant will vest on March 5, 2014;










(C)

the final 16,666 stock units of the Time-Based RSU Grant will vest on March 5, 2015.

(iii) Continuance of Employment. The vesting schedule in Section 5(a)(ii) above requires Employee’s continued employment with the Company through each applicable vesting date as a condition to the vesting of the applicable installment of the Time-Based RSU Grant and the rights and benefits thereto.
(b)     Performance-Based RSU Grant .

(i)    Grant. The Company acknowledges that at the March 5, 2012 meeting of the CCLG, the CCLG approved the grant to Employee of 150,000 Lions Gate restricted share units (the Performance RSU Grant,” and together with the Time-Based RSU Grant, the “RSU Grants”) in accordance with the terms and conditions of the Plan. The award date of the Performance RSU Grant shall be the date that such grant was approved by the CCLG. The Performance RSU Grant shall be evidenced by and subject to the terms of an award agreement in the form generally then used by Lions Gate to evidence grants of performance-based restricted stock units under the Plan.


(ii)     Vesting. Subject to the other terms hereof, the Performance RSU Grant shall be eligible to vest based as follows (each vesting date, a “Performance Vesting Date”):








(A)

the first 50,000 stock units of the Performance RSU Grant shall be eligible to vest on March 5, 2013;










(B)

an additional 50,000 stock units of the Performance RSU Grant shall be eligible to vest on March 5, 2014;










(C)

the final 50,000 stock units of the Performance RSU Grant shall be eligible to vest on March 5, 2015.

The vesting of the Performance RSU Grant on the Performance Vesting Dates shall be subject to an assessment of Employee’s performance over the twelve (12) month period ending on such Performance Vesting Date, based on such Company and/or individual performance criteria determined by the CCLG in consultation with the CEO. Determination of the portion of an annual grant vesting on each Performance Vesting Date, if any, shall be made by the CCLG. All shares from an annual grant that do not vest on the respective Performance Vesting Date shall expire on that date with no possibility of further vesting. Notwithstanding the foregoing, the CCLG may, in its sole discretion, provide that any portion of the Performance RSU Grant scheduled to vest on any such Performance Vesting Date that does not vest on such date may vest on any future Performance Vesting Date.


(iii) Continuance of Employment. The vesting schedule in Section 5(b)(ii) above requires Employee’s continued employment with the Company through each applicable vesting date as a condition to the vesting of the applicable installment of the Performance RSU Grant and the rights and benefits thereto.

  

(c) Option Grant


(i) Option. The Company acknowledges that at the March 5, 2012 meeting of the CCLG, the CCLG approved the grant to Employee of the right (the “Time- Based Option”) to purchase 125,000 Lions Gate common shares in accordance with the Plan. The award date of the Time-Based Option shall be the

date that such grant was approved by the CCLG. The Time-Based Option shall be evidenced by and subject to the terms of an award agreement in the form generally then used by Lions Gate to evidence grants of stock options under the Plan.


(ii) Vesting. Subject to the other terms hereof, the Time-Based Option shall vest as follows:








(A)

the Time-Based Option will vest as to 41,667 shares subject to the Time-Based Option on March 5, 2013;










(B)

the Time-Based Option will vest as to 41,667 shares subject to the Time-Based Option on March 5, 2014;










(C)

the Time-Based Option will vest as to 41,666 shares subject to the Time-Based Option on March 5, 2015.

(iii) Performance Option. The Company acknowledges that at the March 5, 2012 meeting of the CCLG, the CCLG approved the grant to Employee of the right (the “Performance Option,” and together with the Time-Based Option, the “Option”) to purchase 375,000 Lions Gate common shares in accordance with the Plan. The award date of the Performance Option shall be the date that such grant was approved by the CCLG. The Performance Option shall be evidenced by and subject to the terms of an award agreement in the form generally then used by Lions Gate to evidence grants of stock options under the Plan.


(iv) Vesting. Subject to the other terms hereof, the Performance Option shall be eligible to vest as follows (each vesting date, a “Performance Option Vesting Date”):








(A)

the Performance Option to purchase the first 125,000 common shares will be eligible to vest on March 5, 2013;







(B)

the Performance Option to purchase an additional 125,000 common shares will be eligible to vest on March 5, 2014;










(C)

the Performance Option to purchase the final 125,000 common shares will be eligible to vest on March 5, 2015.

The vesting of the Performance Option on the Performance Option Vesting Dates shall be subject to an assessment of Employee’s performance over the twelve (12) month period ending on such Performance Option Vesting Date, based on such Company and/or individual performance criteria determined by the CCLG in consultation with the CEO. Determination of the portion of an annual grant vesting on each Performance Option Vesting Date, if any, shall be made by the CCLG. All shares from an annual grant that do not vest on the respective Performance Option Vesting Date shall expire on that date with no possibility of


further vesting. Notwithstanding the foregoing, the CCLG may, in its sole discretion, provide that any portion of the Performance Option scheduled to vest on any such Performance Option Vesting Date that does not vest on such date may vest on any future Performance Option Vesting Date.


(v) Continuance of Employment. The vesting schedules in Section 5(c)(ii) and (iv) above require Employee’s continued employment with the Company through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits thereto.
(d) Acceleration of Grants and Options . In the event that Employee dies during the Term of this Agreement, the RSU Grants and the Option referred to in Sections 5(a)-(c) of this Agreement, to the extent then outstanding and unvested, shall accelerate and immediately become fully vested. In the event that Employee is terminated pursuant to Section 7(a)(v) below, any portion of the Time-Based RSU Grant and the Time-Based Option scheduled to vest during the contract year (i.e. April 2 – April 1 of the following year) in which the termination occurs, to the extent then outstanding and unvested, shall accelerate and immediately become fully vested.
(e) Change of Control .








(i)

If a Change of Control occurs during the Term of this Agreement and Employee is terminated pursuant to Section 7(a)(v) below within six (6) months following the Change of Control, the RSU Grants and the Option referred to in Sections 5(a)-(c) of this Agreement, to the extent then outstanding and unvested, shall accelerate and immediately become fully vested.










(ii)

For the purposes of this Agreement, “Change of Control” shall mean:










(A)

if any person, other than (A) any person who holds or controls entities that, in the aggregate (including the holdings of such person), hold or control twenty-five percent (25%) or more of the outstanding shares of Lions Gate on the date of execution of this Agreement of each party hereto (collectively, a “ Twenty-Five Percent Holder ”) or (B) 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 thirty-three percent (33%) or more of the outstanding shares 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, excluding any transactions or series of transactions involving a sale or other disposition of

securities of Lions Gate by a Twenty-Five Percent Holder;










(B)

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);










(C)

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;










(D)

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 (excluding any sale or other disposition of securities of Lions Gate by a Twenty-Five Percent Holder in a single transaction or a series of transactions), a shareholder or group of shareholders acting in concert, other than a Twenty-Five Percent Holder in a single transaction or a series of transactions, obtain control of thirty-three percent (33%) or more of the outstanding shares of Lions Gate;







(E)

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, excluding any transactions or series of transactions involving a sale or other disposition of securities of Lions Gate by a Twenty-Five Percent Holder;










(F)

if there is a dissolution or liquidation of Lions Gate; or










(G)

if there is any transaction or series of related transactions that has the substantial effect of any or more of the foregoing, excluding any transaction or series of transactions involving a Twenty-Five Percent Holder.

(f) Effect on Prior Grants . The RSU Grants and the Option provided for in Sections 5(a)-(c) above are in addition to, and not in lieu of, any and all grants and options provided for in any and all previous agreements between Employee and Company. Any and all grants and options granted under such prior agreements shall be unaffected by this Agreement.





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