4. The definition of “DHC” in Section 4.9 of the Original Agreement is hereby amended to readin its entirety as follows:“AMC” means Ascent Media Corporation, a Delaware corporation, and any successor (bymerger, consolidation, transfer or otherwise) to all or substantially all of itsassets; provided, that if a Transferee Parent becomes the beneficial owner of all orsubstantially all of the equity securities of the Company then beneficially owned byAMC as to which AMC has dispositive power, the term “AMC” shall also mean suchTransferee Parent and any successor (by merger, consolidation, transfer orotherwise) to all or substantially all of its assets. “Transferee Parent” for thispurpose means, in the event of any transaction or series of related transactionsinvolving the direct or indirect transfer (or relinquishment of control) by AMC ofany Person (a “Transferred Person”) that holds equity securities of the Companybeneficially owned by AMC, such Transferred Person or its successor in suchtransaction or any ultimate parent entity (within the meaning of theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) of suchTransferred Person or its successor if immediately after giving effect to suchtransaction or the last transaction in such series, Voting Securities representingat least a majority of the voting power of the outstanding Voting Securities of suchTransferred Person, successor or ultimate parent entity are beneficially owned byany combination of AMC, Persons who immediately prior to such transaction werebeneficial owners of a majority of, or a majority of the voting power of, theoutstanding Voting Securities of AMC (or of any publicly traded class or series ofVoting Securities of AMC designed to track the economic performance of a specifiedgroup of assets or businesses).”Any reference in the Original Agreement to “DHC” is hereafter deemed to refer to “AMC.”     5. Section 4.10 of the Original Agreement is hereby amended to read in its entirety asfollows:     “4.10 Timing of Payments Under Certain Circumstances. With respect toany amount that becomes payable to Executive under this Agreement upon Executive’sSeparation from Service (as defined below) for any reason, the provisions of thisSection 4.10 will apply, notwithstanding any other provision of this Agreement tothe contrary. If the Company determines in good faith that Executive is a“specified employee” within the meaning of Section 409A of the Internal RevenueCode, any Treasury regulations promulgated thereunder and any guidance issued by theInternal Revenue Service relating thereto (collectively, “Code Section 409A”), thento the extent required under Code Section 409A, payment of any amount that becomespayable to Executive upon Separation from Service (other than by reason of the deathof Executive) and that otherwise would be payable during the six-month periodfollowing Executive’s Separation from Service shall be suspended until the lapse ofsuch six-month period (or, if earlier, the date of Executive’s death). A“Separation from Service” of Executive means Executive’s separation from service, asdefined in Code Section 409A, with the Company and all other entities with which theCompany would be considered a
 

 
single employer under Internal Revenue Code Section 414(b) or (c), applying the 80%threshold used in such Internal Revenue Code Sections or any Treasury regulationspromulgated thereunder. Any payment suspended as provided in this Section 4.10,unadjusted for interest on such suspended payment, shall be paid to Executive in asingle payment on the first business day following the end of such six-month periodor within 30 days following the death of Executive, as applicable, provided that thedeath of Executive during such six-month period shall not cause the acceleration ofany amount that otherwise would be payable on any date during such six-month periodfollowing the date of Executive’s death.”     6. A new Section 6.14 is added to the Original Agreement to read in its entirety as follows:     “6.14 Compliance with Section 409A The provisions of this Agreementare intended to satisfy the requirements of Code Section 409A and will beinterpreted in a manner that is consistent with such intent. Without limiting thegenerality of the foregoing, the Company and Executive agree that, to the extent anypayments made upon Executive’s termination of employment pursuant to Section 4.2(including by reason of Section 4.3) or Section 4.4 that constitute deferredcompensation subject to Code Section 409A, Executive’s entitlement to such paymentsshall be conditioned upon Executive’s termination of employment constituting aSeparation from Service of Executive as defined in Section 4.10.”     7. Except as amended by the preceding provisions of this Amendment, the Original Agreementshall remain in full force and effect according to its terms.     8. This Amendment will be governed by, and construed in accordance with, the laws of the Stateof California, without reference to principles of conflict of laws.     IN WITNESS WHEREOF, the Executive and the Company have executed this Amendment to EmploymentAgreement as of the day and year first above written.                                                        /s/ William E. Niles   William E. Niles        ASCENT MEDIA GROUP, LLC