EXHIBIT 10.44


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into
as of April 1, 2004 (the “Effective Date”), by and between IMAGE
ENTERTAINMENT INC., a California corporation (“Image”), and JEFF FRAMER,
an individual (“Executive”).


 


RECITALS


 


WHEREAS, the Board of Directors of Image has determined that because of
Executive’s substantial experience with respect to finances, management and
other aspects of the business of Image, it is in the best interests of Image to
secure the services of Executive and to provide Executive with the compensation
and benefits set forth herein; and


 


WHEREAS, Executive desires to render to Image, on an exclusive basis,
Executive’s professional services with respect to Executive’s experience and
abilities, and Image desires to secure, on an exclusive basis, Executive’s
services, on the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:


 


1.                                      TERM OF
AGREEMENT.


 


Except as otherwise expressly set forth herein, this Agreement shall
remain in full force and effect for the period commencing as of the date hereof
and ending on March 31, 2007 (the “Term”) subject to exercise of
the Renewal Option Periods set forth in Section 7 herein.  The capitalized word “Term” as used in other
paragraphs of this Agreement (except Paragraph 3(a)) shall include any
extensions pursuant to the preceding sentence.


 


2.                                      ENGAGEMENT.


 


Subject to the terms and conditions contained herein, Image hereby
engages the services of Executive (the “Services”) and Executive hereby
accepts such engagement and agrees to render Executive’s Services to Image for
the Term. Executive shall report directly to the President or, if none, to the
Chief Executive Officer of Image, and initially shall have the title of “CHIEF
FINANCIAL OFFICER.”


 


(a)                                  Extent of Services and Duties.  Executive shall perform such duties
compatible with Executive’s position as an “Executive Officer” (as defined
below) and as the Executive’s senior officer or the Board of Directors of Image
may reasonably require.  In rendering
Services to Image, Executive shall use Executive’s best efforts and ability to
maintain, further and promote the interests and welfare of Image.  At the request of Image, Executive shall
serve as an executive officer or director of Image


 

















 


or any entity controlled by Image or in which it has a substantial
direct or indirect interest (any such entity or entities together with Image,
the “Company”), without additional compensation, provided that Executive is
included on any such entity’s directors and officers insurance policy (if any)
or is otherwise fully indemnified by Image for all such additional duties to
the full extent provided by law.  For
purposes of this Agreement, “Executive Officer” shall include any person
similarly designated as an “Executive Officer” in that person’s Employment
Agreement with Image.


 


(b)                                 Exclusive Engagement.  Executive hereby acknowledges and agrees
that the engagement of Executive by Image under this Agreement is exclusive and
that during the Term hereof Executive shall not, directly or indirectly,
whether for compensation or otherwise, engage in any business that is
competitive with the business of the Company or that otherwise interferes in
any significant respect with the Executive’s exclusive commitment and duties
under this Agreement, or render any services of a business, commercial or
professional nature to any other person or organization that is a competitor of
Image or in a business similar to that of Image, without the prior written
consent of Image.  Notwithstanding the
foregoing, Executive may make and manage personal business investments of his
choice and serve in any capacity with any civic, educational or charitable
organization without seeking or obtaining approval by the Board, provided that
such activities and services do not substantially interfere or conflict with
the performance of duties hereunder or create any conflict of interest with such
duties.


 


3.                                      COMPENSATION.


 


(a)                                  Base Salary.  During the Term of this Agreement, Image hereby agrees to pay
Executive for all Services to be rendered hereunder a base salary (“Base
Salary”) at the following rates, with annual raises for any specific year
as reflected below:


 


	
  Period

  	
   

  	
  Annual
  Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Year ending on the first anniversary of the
  date hereof

  	
   

  	
  $

  	
  259,375

  	
   

  	
  per year

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Year ending on the second anniversary of
  the date hereof

  	
   

  	
  $

  	
  272,343

  	
   

  	
  per year

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Year ending on the third anniversary of the
  date hereof

  	
   

  	
  $

  	
  285,961

  	
   

  	
  per year

  	
   

  



 


In the event the Term is extended pursuant to Paragraphs 1 and 7, the
Base Salary for each such extension shall be (i) the Base Salary for the year


 


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ending on the expiration date of the Term prior to the extension plus
(ii) an amount equal to five percent (5%) of the Base Salary.


 


For fiscal year April 1, 2004 through March 31, 2005, only,
the aforementioned increase in base salary will be calculated on a 3.75%
increase from the previous year. 
Commencing April 1, 2005, the full 5% increase will be added to the
base salary for all subsequent years of the Term, including any extensions
thereto.


 


The Base Salary will be payable in equal biweekly installments or as
otherwise provided in accordance with the regular executive officer
compensation pay schedules and procedures in effect from time to time for
Image, subject to all applicable withholding and deductions.


 


There shall be deducted from all compensation payable to Executive
hereunder such sums, including without limitation, social security, income tax
withholding and unemployment insurance, as Image is by law obligated to deduct
and additionally as the Executive may duly authorize.


 


(b)                                 Bonus Compensation.  Executive
may be entitled to participate in a bonus plan in an amount and form of payment
to be presented annually by the CEO and Compensation Committee to Image.  Executive acknowledges that any Bonus is
discretionary and based on corporate profitability and Executive’s performance,
jointly.


 


The Bonus, if any, granted to Executive will be paid at the latest by
June 30th of each year.


 


4.                                      OPTIONS AND OTHER
STOCK-BASED AWARDS.


 


In addition to Base Salary and discretionary Bonus Compensation, Image
may grant stock options and other stock-based awards to Executive, in such form
and amounts, and at such time or times, as Image’s Board of Directors (or, if
applicable, the administrators of Image’s stock option plans) shall determine.  If this Agreement is terminated early
“Without Cause” under Subparagraph 12(b) or upon “Good Reason” by Executive
under Paragraph 13(d), all unvested options granted to Executive will
immediately vest.  The vesting of other
stock-based awards will depend upon the provisions of the Executive’s award
agreement and the plan (if any) under which the Awards are granted.  Unless this Agreement is terminated early
for Cause under Subparagraph 12(a), all options granted to Executive prior to
April 1, 2004 shall be exercisable after employment ceases for the longest
period permissible under the applicable stock option plan, to the extent the
option was vested as of the date of termination, and all options or rights
granted on or after April 1, 2004 shall be exercisable as provided in the
applicable award or grant.


 


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The Parties acknowledge that the Compensation Committee will be
presented with a revised Executive Stock Plan by the CEO, which, when approved,
will be intended to provide Executive with enhanced stock option opportunities.


 


5.                                      FRINGE BENEFITS.


 


(a)                                  Image
agrees to provide Executive with fringe benefits including but not limited to
the medical, dental, life and short and long-term disability insurance, expense
allowance and vacation time described below:


 


(i)                                     Medical, Dental, Life & Short and Long-Term
Disability Insurance.  Image
shall purchase (or, if applicable, maintain) during the Term medical, dental,
life and short and long-term disability insurance for Executive, and provide
coverage under the medical and dental policies for Executive’s direct dependent
beneficiaries (e.g., spouse and
minor children), on terms no less favorable than the terms and conditions in
effect as of the date hereof and at all times at least equal to that received
by any other Executive Officer, excluding the Chief Executive Officer
(collectively, “Insurance”).


 


(ii)                                  Business/Travel Expenses.  Executive shall be reimbursed in full for
all reasonable and actual out-of-pocket business and travel expenses incurred
in the performance of Executive’s Services, on terms and at all times at least
equal to that received by any other Executive Officer, provided Executive shall
first present an itemized account of such expenditures together with supporting
vouchers.


 


(iii)                               Vacation Time.  Executive is entitled to 4 weeks of paid vacation time per year
of the Term, but may accrue no more than 8 weeks vacation during the Term.  Executive must exercise all or part of his
vacation benefits upon the accrual of eight unused weeks before further
vacation benefits will accrue.


 


(iv)                              Executive
shall receive an annual car allowance of $12,600.00, gross, paid
bi-weekly.  Said allowance will remain
constant throughout the Term of this Agreement.


 


6.                                      SEVERANCE.


 


Upon expiration of the Term, Executive shall be entitled to receive:


 


(a)                                  Base
Salary continuation for a period of 6 months without vacation accrual;


 


(b)                                 any
Bonus Compensation payable but not previously paid for any prior completed
fiscal year, if Executive has remained employed for the period


 


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contemplated by Subparagraph 3(b); plus a prorated portion of Bonus
Compensation, if any, otherwise payable pursuant to Subparagraph 3(b) for 6
months or any partial fiscal year that has occurred prior to the expiration of
the Term, whichever is greater, payable only if and when the amount thereof is
determined in accordance with the terms of the bonus opportunity or
entitlement; and


 


(c)                                  Full
insurance continuation for a period of 6 months, with COBRA entitlement
commencing thereafter, if permissible; otherwise, 6 months insurance
continuation under COBRA, payable by Image for the first 6 months, and payable
by Executive at his option for the balance of the COBRA term.


 


7.                                      RENEWAL OPTIONS.


 


Image may exercise 2 one-year options to extend the term of the
contract.  The first option must be
exercised by March 31, 2006, through delivery to the address designated by
Executive in Paragraph 14(e) of written notice of intent to extend the Term
from April 1, 2007 through March 31, 2008.


 


The second one year option must be exercised by Image by March 31,
2007, in the same manner described above, to extend the term from April 1,
2008 to March 31, 2009.


 


8.                                      CONFIDENTIALITY.


 


In consideration of the payments to be received hereunder, Executive
agrees as follows:


 


(a)                                  That
during the Term of this Agreement he will have access to and become acquainted
with various “Trade Secrets” (as defined below) and proprietary information of
Image.  Except as Executive’s duties may
require or as Image may otherwise consent to in writing, Executive will not at
any time disclose or use to the detriment of Image or the sole benefit of
Executive, either directly or indirectly, and either during or subsequent to
the Term hereof, any information, knowledge or data he receives in confidence
or acquires from Image or which relates to the Trade Secrets of Image.  For purposes of this Agreement “Trade
Secrets” shall include, but not be limited to:


 


(i)                                     Financial
information, such as Image’s earnings, assets, debts, prices, pricing
structure, volumes of purchases or sales or other financial data, whether
relating to Image generally, or to particular products, services, geographic
areas, or time periods;


 


(ii)                                  Supply
and service information, such as goods and services, suppliers’ names or
addresses, terms of supply or service contracts, or of particular transactions,
or related information about potential


 


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suppliers, to the extent that such information is not generally known
to the public, and to the extent that the combination of suppliers or use of a
particular supplier, though generally known or available, yields advantages to
Image, the details of which are not generally known;


 


(iii)                               Marketing
information, such as details about ongoing or proposed marketing programs or
agreements by or on behalf of Image, sales forecasts or results of marketing
efforts or information about impending transactions;


 


(iv)                              Licensing
or Distribution information, such as details about ongoing or proposed
negotiations or agreements by or on behalf of Image, terms and details of such
negotiations or agreements or results of licensing or distribution efforts or
information about impending transactions; or,


 


(v)                                 Customer
information, such as any compilation of past, existing or prospective
customers, customers’ proposals or agreements between customers and status of
customers accounts or credit, or related information about actual or prospective
customers.


 


(b)                                 That
all files, records, documents, data information and customer lists are special,
valuable and unique assets of Image and are essential to its continued business
success, and that under no circumstance during the Term hereof or subsequent
thereto will he influence or attempt to influence any current employee of Image
to terminate his or her employment with Image to work for any competitor of
Image, nor shall the Executive solicit, directly or indirectly, any customers
of Image or disclose or use for the purpose of such solicitation, without the
prior written consent of Image, any files, records, document, data,
information, customer lists or any other proprietary information of Image for a
period of 2 (two) years after the termination, for any reason, of his
employment.


 


(c)                                  Executive
acknowledges that any violation of the terms of this Paragraph 8 will
constitute a material breach of this Agreement and will cause Image immediate
and irreparable harm and that the damages which Image will suffer may be
difficult or impossible to measure. 
Therefore, upon any actual or impending violation of this Paragraph 8,
Image shall be entitled to the issuance of a restraining order, preliminary and
permanent injunction, without bond, restraining or enjoining such violation by
Executive or any entity or person acting in concert with Executive. Such remedy
shall be additional to and not in limitation of any other remedy which may
otherwise be available to Image.


 


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9.                                      INDEMNIFICATION
OF EXECUTIVE.


 


Image will, to the maximum extent permitted by law, indemnify and hold
Executive harmless against expenses, including reasonable attorney’s fees,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of Executive’s
employment by Image.  Image shall
advance to Executive any expenses incurred in any proceeding to the maximum
extent permitted by law.  Executive will
be entitled to utilize defense legal counsel of his choice, subject to the
approval of Image, which approval will not be unreasonably withheld.  Image will at all times maintain directors’
and officers’ liability insurance (“D&O Insurance”), or have
sufficient funds to self-insure, in amounts and on terms at least as favorable
as the D&O Insurance policy in effect on the date hereof.


 


10.                               DEATH.


 


In the event of Executive’s death this Agreement will terminate on the
last day of the calendar month of Executive’s death.  In such event, but without limiting any worker’s compensation
remedies available to Executive’s estate or survivors, Executive’s personal
representative, heirs or beneficiaries entitled by will or the laws of descent
and distribution shall be entitled to receive only:


 


(a)                                  All
accrued but unpaid wages, bonus payments and vacation;


 


(b)                                 Base
Salary continuation for a period of 6 months or the expiration of the Term,
whichever occurs first;


 


(c)                                  any
Bonus Compensation payable but not previously paid for any prior completed
fiscal year, if Executive has remained employed for the period contemplated by
Subparagraph 3(b); plus a prorated portion of Bonus Compensation, if any,
otherwise payable pursuant to Subparagraph 3(b) for 6 months or any partial
fiscal year that has occurred prior to the expiration of the Term, whichever is
greater, payable only if and when the amount thereof is determined in
accordance with the terms of the bonus opportunity or entitlement; and


 


(d)                                 dependent
Insurance continuation for a period of 6 months or the expiration of the Term,
whichever occurs first.


 


11.                               PERMANENT
DISABILITY/SUSPENSION.


 


If Executive fails, because of physical or mental illness, incapacity
or injury (“disability”) and other than in connection with an authorized leave
of absence, to perform a majority of Executive’s usual duties for a period of
longer than 120 consecutive days or an aggregate 150 days in a 12-month
period.  Image’s obligation to pay Base
Salary will be suspended, subject to compliance with applicable law.  If the suspension because of disability is
reasonably anticipated to exceed 180 consecutive days, or an aggregate 210 days
in a 12-month period,


 


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Image may terminate this Agreement effective upon 30 days prior written
notice to Executive.  In such event,
Executive shall be entitled to receive, in addition to any other insurance
benefits, the following:


 


(a)                                  Base
Salary continuation for a period of 6 months;


 


(b)                                 any
Bonus Compensation payable but not previously paid for any prior completed
fiscal year, if Executive has remained employed for that year; plus a prorated
portion of Bonus Compensation, if any, otherwise payable pursuant to
Subparagraph 3(b) for 6 months or any partial fiscal year that has occurred
prior to the suspension of Executive’s duties due to disability, whichever is
greater, payable only if and when the amount thereof is determined in
accordance with the terms of the bonus opportunity or entitlement; and


 


(c)                                  Payment
of insurance premiums for a period of 6 months in addition to any other premium
benefits available through the insurance policies.


 


Disagreement as to the severity, characterization or anticipated
duration of a disability or suspension and/or the date such disability/suspension
commenced, as it relates only to company-provided benefits exclusive of
disability insurance-funded benefits, shall be settled by the majority decision
of three neutral arbitrators (or licensed physicians, if the parties so agree)
— one to be selected by each party to the dispute, the two thus appointed shall
choose the third, and the three thus appointed shall constitute the board of
arbitration.  Such board, acting by
majority vote within 30 days after choosing the third arbitrator, shall resolve
such disagreement and their decision shall be final and binding on Executive,
Image and any other person with an interest in the matter.


 


12.                               TERMINATION.


 


(a)                                  “Cause.” 
In the event of “Cause” (as defined below), Image may terminate this
Agreement at any time effective upon delivery of written notice to
Executive.  In such event, all of
Image’s obligations hereunder will immediately terminate without further
liability.  Moreover, Executive shall
not be entitled to receive any severance, fringe benefits, compensation or
other such rights hereunder, nor shall Executive be entitled to receive any
Bonus Compensation otherwise payable pursuant to Subparagraph 3(b).  For purposes of this Agreement “Cause”
shall include, but is not limited to:


 


(i)                                     Executive’s
(a) fraud, dishonesty or felonious conduct or breach of fiduciary duty;
(b)willful misconduct or gross negligence in the performance of Executive’s
duties hereunder; (c) knowing and/or willful violation (including conduct in
respect of Executive’s supervisory responsibilities) of any law, rule or
regulation or other wrongful act that causes or is likely to cause harm, loss
or


 


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disrepute to the Company; or (d) conviction of a felony or misdemeanor
(other than minor traffic violations, a first time driving under the influence
of alcohol conviction, or an offense that does not affect the business or
reputation of the Company); or


 


(ii)                                  Executive’s
breach of any material provision of this Agreement or any other material
agreement between Image and Executive, whenever executed, provided, however,
that bona fide disagreements or disputes as to expense reimbursement shall not
be deemed fraud or felonious conduct or Executive’s breach of any material
provision of this Agreement.


 


(iii)                               Executive’s
failure to comply with all relevant and material obligations, assumable and
chargeable to an executive of his corporate rank and responsibilities, under
the Sarbanes-Oxley Act.


 


(iv)                              In
the event of termination for Cause pursuant to the grounds in Paragraph
12(a)(i)(a) or 12(a)(i)(b), Company must first conduct a thorough, good faith
investigation by an impartial third party (such as a retired judge or
alternative dispute resolution service provider) to confirm the Company’s belief
that it is more likely than not that Cause exists to terminate Executive.


 


(b)                                 “Without Cause.”  Notwithstanding anything contained herein to the contrary, if
this Agreement is terminated prior to expiration of the Term for any reason
other than (i) pursuant to Paragraph 10 or 11, (ii) for Cause or (iii) pursuant
to Executive’s Termination for Good Reason pursuant to Paragraph 14, this
Agreement shall be deemed to have been terminated “Without Cause”, and if such
termination occurs prior to a Change in Control, Executive shall be entitled to
receive all of the compensation, rights and benefits described in Paragraphs
3(a) and (b), 4 and 5 through the expiration of the Term and the severance
described in Paragraph 6, as if this Agreement were in full force.


 


13.                               CHANGE IN CONTROL.


 


Notwithstanding anything contained herein to the contrary, the terms
and conditions of this Paragraph 13 shall control, but only upon or following a
“Change in Control” (as defined below).


 


(a)                                  Termination.  If (1) this Agreement is terminated prior to expiration of the
Term for any reason other than (a) pursuant to Paragraph 10 (Death) or 11
(Permanent Disability/Suspension), (b) for Cause or (c) pursuant to Paragraph
14 (Executive’s Right to Terminate for Good Reason) and if such termination
occurs after a Change in Control, Executive shall be entitled to receive all of
the compensation, rights and benefits described in Paragraphs 3, 4 and 5 for a
period of one year following the effective date


 


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of termination, or through the expiration of the Term, whichever is
longer, and the severance described in Paragraph 6, as if this Agreement were
in full force.  If any other Executive
Officer’s options are acquired pursuant to a Change in Control, Executive’s
options will be acquired on the same terms as any other Executive Officer.  Executive must receive 30 days prior written
notice of termination regardless of the reason for termination.


 


(b)                                 “Change in Control Prior to Effective Date.” With respect to options granted prior
to the Effective Date, “Change in Control” shall mean and be deemed to
have occurred on the earliest of the following dates:


 


(i)                                     the
date, pursuant to Section 13(d) of the Act and the rules promulgated
thereunder, a person shall have acquired beneficial ownership of more than 45%
of the Voting Stock;


 


(ii)                                  the
date the persons who were members of the Board at the beginning of any 24-month
period shall cease to constitute a majority of the Board, unless the election,
or the nomination for election by Image’s shareholders, of each new director
was approved by two-thirds of the members of the Board then in office who were
in office at the beginning of the 24-month period; or


 


(iii)                               the
date Image’s shareholders shall approve a definitive agreement (a) to merge or
consolidate Image with or into another corporation, unless the holders of
Image’s capital stock immediately before such merger or consolidation will,
immediately following such merger or consolidation, hold as a group on a
fully-diluted basis the ability to elect at least a majority of the directors
of the surviving corporation (assuming cumulative voting, if applicable), or
(b) to sell or otherwise dispose of all or substantially all the assets of
Image.


 


(c)                                  “Change in Control After Effective Date.”  For purposes of this Agreement and of options
and other stock-based awards granted after the Effective Date, “Change in
Control” shall mean and be deemed to have occurred on the earliest of the
following dates or events:


 


(i)                                     the
date of an acquisition by any Person of beneficial ownership (within the
meaning of Rule 13d-3 under Exchange Act) or a pecuniary interest in more than
45% of the Common Stock or voting securities then entitled to vote generally in
the election of directors of Image (“Voting Stock”), other  than
an acquisition by one or more Excluded Persons (Image, Image Investors Co. or
Messrs. John Kluge, Stuart Subotnick or Executive) in connection with a new
issuance of Voting Stock (or rights to acquire Voting Stock) after the
effective date of the 1998 Plan by Image to the Excluded Person in a
transaction that the Committee determines


 


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(in advance of the issuance) does not constitute a Change in Control event,
or in the event that one or more Excluded Persons take Image from a public
company to a privately held company;


 


(ii)                                  approval
by the shareholders of Image of a plan of merger, consolidation, or
reorganization of Image or sale or other disposition of all or substantially
all of Image’s assets involving a more than 50% change in ownership
(collectively, a “Business Combination”), other than a Business
Combination: (1) (a) in which substantially all of the holders of Image’s
Voting Stock hold or receive directly or indirectly 50% or more of the voting
stock of the resulting entity or a parent company thereof, and (b) after which
no Person (other than any one or more of the Excluded Persons, as defined
above) owns more than 50% of the voting stock of the resulting entity (or a
parent company) who did not own directly or indirectly at least that amount of
Voting Stock immediately before the Business Combination; or (2) in which the
holders of Image’s capital stock immediately before such Business Combination
will, immediately after such Business Combination, hold as a group on a fully
diluted basis the ability to elect at least a majority of the directors of the
surviving corporation (or a parent company);


 


(iii)                               approval
by the Board of Directors and (if required by law) by shareholders of Image of
a plan to consummate the dissolution or complete liquidation of Image; or


 


(iv)                              the
date the persons who were members of the Board of Directors at the beginning of
any 24-month period shall cease to constitute a majority of the Board, unless
the election, or the nomination for election by Image’s shareholders, of each
new director was approved by two-thirds of the members of the Board of
Directors then in office who were in office at the beginning of the 24-month period.


 


For purposes of determining whether a Change in Control has occurred, a
transaction includes all transactions in a series of related transactions, and
terms used in this definition but not defined are used as defined in the 1998
Plan.


 


(d)                                 Legal Fees and Expenses.  If Executive is terminated following a
Change in Control and Executive shall incur any legal fees or expenses as a
result of (i) seeking to obtain or enforce any right or benefit provided by
this Agreement or (ii) a claim of wrongful discharge or breach of this
Agreement, Image agrees to pay or reimburse Executive for such fees and
expenses; provided, however, that any claims giving rise to such
fees or expenses must be made in good faith and for good cause.  In the event


 


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there is a dispute regarding Executive’s good faith or the merits of
Executive’s claim, and it is determined by the court that the claim lacked
merit or was made in bad faith, Executive shall be limited to recovering only
such fees and expenses, if any, as the court shall determine.


 


14.                               EXECUTIVE’S RIGHT TO
TERMINATE FOR GOOD REASON.


 


During the Term, Executive shall be entitled to terminate Executive’s
employment with Image for “Good Reason” (as defined below).  For purposes of this Agreement “Good Reason”
shall mean any of the following events which occurs without Executive’s express
written consent either before or after a Change in Control:


 


(i)                                     the
assignment of any duties materially inconsistent with Executive’s status as an
Executive Officer or a substantial reduction in the nature or status of
Executive’s responsibilities from those in effect immediately prior to a Change
in Control other than any such alteration primarily attributable to the fact
that Image may no longer be a public company;


 


(ii)                                  a
reduction by Image in Base Salary;


 


(iii)                               the
relocation of Image’s principal executive offices to a location more than 35
miles from the current locale unless closer to home or Image’s requiring
Executive to be based anywhere other than Image’s principal executive offices
except for required travel on Image’s business to an extent substantially
consistent with Executive’s present travel obligations;


 


(iv)                              the
failure by Image to continue in effect without material change or substantially
similar substitution of any compensation or benefit plan in which Executive is
entitled to participate, or the failure by Image to continue Executive’s
participation therein, or the taking of any action by Image which would
directly or indirectly materially reduce any of the benefits of such plans
enjoyed by Executive immediately prior to the Change in Control, or the taking
of any other action by Image which materially adversely changes the conditions
or perquisites of Executive’s employment;


 


(v)                                 the
failure of Image to obtain a successor’s assumption and agreement to perform
this Agreement, unless the assumption occurs by operation of law;


 


(vi)                              any
purported termination of employment which is not effected pursuant to
Subparagraph 13(a), or any such purported termination which would not be
consistent with the terms of this Agreement;


 


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(vii)                           the
failure of Image to maintain adequate D&O insurance coverage pursuant to
the terms of this Agreement, unless such insurance is not available on
commercially reasonable terms; or


 


(viii)                        the
breach by Image of any material term of this Agreement.


 


The rights provided under this Paragraph 14 to terminate for Good
Reason shall not adversely affect any rights of Executive whether before or
after a Change in Control in respect of a breach of this Agreement by
Image.  Executive is entitled to all
wages, bonuses and benefits for the Balance of the Term of the contract in the
event of a termination under Paragraph 14.


 


15.                               GENERAL PROVISIONS.


 


(a)                                  Successors and Assigns.  This Agreement is binding upon and shall
inure to the benefit of the parties hereto, and any of their heirs, legatees,
devisees, personal representatives, assigns and successors in interest of every
kind and nature whatsoever.  The parties
hereto agree that Executive’s services are personal and that this Agreement is
executed with respect thereto. 
Executive shall have no right to sell, transfer or assign this Agreement
in any manner whatsoever.


 


(b)                                 Entire Understanding; Amendment.  This Agreement and the Exhibit hereto
constitute the entire understanding and agreement between the parties with
respect to the subject matter hereof and supersede (i) any and all prior and
preliminary discussions, (ii) any and all prior written or oral and any and all
contemporaneous written or oral agreements, understandings and negotiations
between the parties; including but not limited to prior written or oral
employment agreements and severance agreements, and (iii) all prior written
Employment Agreements between Image and Executive.  There are no warranties, representations or other agreements
between the parties in connection with the subject matter hereof except as set
forth or referred to herein.  This
Agreement shall not be modified, amended or altered except by an instrument in
writing executed by the parties hereto.


 


(c)                                  Severability.  In case one or more of the provisions contained in this Agreement
(or any portion of any such provision) shall for any reason be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement (or any
portion of any such provision), but this Agreement shall be construed as if such
invalid, illegal or unenforceable provision (or portion thereof) had never been
contained herein.


 


(d)                                 Waiver. 
The failure by Image, at any time, to require performance by Executive
of any of the provisions hereof, shall not be deemed a waiver of


 


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any kind nor shall it in any way affect Image’s rights thereafter to
enforce the same.


 


(e)                                  Notices. 
All notices, requests, demands and other communications provided for by
this Agreement shall be in writing and shall be deemed to have been given 24
hours after deposit thereof for mailing at any general or branch United States
Post Office, enclosed in a registered or certified postpaid envelope and
addressed as follows:


 


To Image:                                           IMAGE
ENTERTAINMENT, INC


9333 Oso Avenue


Chatsworth,CA  91311


Attn: General Counsel


 


To Executive:                        JEFF
FRAMER


c/o Image Entertainment, Inc.


9333 Oso Avenue


Chatsworth, CA  91311


 


The parties hereto may designate a different place at which notice
shall be given; provided, however, that any such notice of change of address
shall be effective only upon receipt.


 


(f)                                    Good Faith.  The parties hereto shall perform, fulfill and discharge their
duties and obligations hereunder in a reasonable manner in good faith.


 


(g)                                 Governing Law.  This Agreement and all rights, obligations and liabilities
arising hereunder shall be construed and enforced in accordance with the laws
of the State of California.


 


(h)                                 Attorneys’ Fees.  Subject to Paragraph 13(e), in the event it becomes necessary to
commence any proceeding or action to enforce the provisions of this Agreement,
the court before whom the same shall be tried may award the prevailing party
all costs and expenses thereof, including without limitation, reasonable
attorney’s fees, the usual, customary and lawfully recoverable court costs, and
all other expenses in connection therewith.


 


(i)                                     Advice of Counsel.  The parties represent and warrant that in
executing this Agreement, they have each had the opportunity to obtain
independent financial, legal, tax and other appropriate advice, and are not
relying upon any other party (or the attorneys or other agents of such other
party) for any such advice.


 


(j)                                     Subject Headings and Defined Terms.  Subject headings and choice of defined terms
are included for convenience only and shall not be deemed part of this
Agreement.


 


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(k)                                  Cumulative Rights and Remedies.  The rights and remedies provided for in this
Agreement shall be cumulative; resort to one right or remedy shall not preclude
resort to another or to any other right or remedy provided for by law or in
equity.


 


IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.


 


 


	
  IMAGE ENTERTAINMENT, INC.

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Martin W. Greenwald

  	
   

  	
  /s/ Jeff M. Framer

  	
   

  
	
   

  	
  Martin W. Greenwald

  	
  Jeff M. Framer, an individual

  
	
  Its:

  	
  Chief Financial Officer

  	
   

  
						



 


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