exv10w13







Exhibit 10.13




FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT




     This Fifth Amendment to Employment Agreement (the “Amendment”) is effective as of
February 8, 2008, and is entered into by and between The Film Department Holdings LLC, a Delaware
limited liability company (the “Company”), and Bernd Stephan (the “Executive”).



     WHEREAS, Company and Executive have previously entered into an Employment Agreement dated July
10, 2007, as amended on January 16, 2009 (First Amendment), July 16, 2009 (Second Amendment), July
16, 2009 (Third Amendment) and September 1, 2009 (Fourth Amendment), Collectively “the “Employment
Agreement”; AND



     WHEREAS, the Company and Executive have agreed to amend specific terms of the Agreement in
accordance with the terms set forth below. All capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Employment Agreement;



     NOW, THEREFORE, in consideration of the agreements and collective amendments made herein, the
parties hereto agree as follows:



     1. Engagement and Term. Notwithstanding anything to the contrary provided for in
Paragraph (2) of the Employment Agreement, the Employment Term, as defined therein, shall be
extended to and expire on January 31, 2012 (Expiration Date), without any option to extend further
by either Company or Employee.



     2. Compensation.



          (a) Compensation. Per the terms of Executive’s Employment Agreement, Executive’s Base
Compensation is currently $243,000 (“Current Compensation”). Notwithstanding the foregoing, in the
event of the occurrence of the initial public offering or other financing transaction sufficient
to enable the Company to launch and operate a U.S. theatrical distribution company (“Distribution
Company Launch”) as contemplated and as set forth in the business plan of The Film Department
dated November 6, 2009, Executive’s annualized Base Compensation shall, in lieu of Executive’s
Current Base Compensation, thereafter be an amount equal to $325,000 commencing the first full day
following the Distribution Company Launch.



5th Amendment to BS Employment Agreement





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          (b) Guaranteed Deferred Compensation. In the event of Distribution Company Launch,
The Company shall pay or cause to be paid to the Executive, guaranteed deferred compensation of
$50,000 per year. Guaranteed deferred compensation payments will be made in quarterly
installments on the third, sixth, ninth and twelfth month anniversary following Distribution
Company Launch.




          (c) Contingent Compensation. Notwithstanding anything to the contrary set forth in the
Employment Agreement, the bonus compensation set forth in Section 5(b) of the Employment Agreement
payable to Executive (subject to the terms and conditions therein) no more than 30 days following
each anniversary of the Distribution Company Launch, the Company shall pay or cause to be paid to
the Executive, bonus compensation in an amount to be determined by Chief Executive Officer,
President & Chief Operating Officer and The Company’s Compensation Committee.




     3. Remaining Provisions. The parties expressly agree and acknowledge that all
provisions of the Agreement except those amended by this Amendment shall remain unchanged and in
full force and effect.



     IN WITNESS WHEREOF, the parties have duly executed this Addendum as of the date first above
written.



THE FILM DEPARTMENT

HOLDINGS LLC




	 	 	 	 	 	 	 	 	 
	 

By:


	 	/s/ Neil Sacker
 

NEIL SACKER
	 	 
	 	/s/ Bernd Stephan
 

BERND STEPHAN
	 	 
	Its:

	 	President & Chief Operating Officer	 	 	 	 	 	 





5th Amendment to BS Employment Agreement


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