exv10w59






Exhibit 10.59




December 15, 2008




Mr. Steve Beeks





	 	Re: 	 	Amended and Restated Employment Agreement




Dear Mr. Beeks:




     On behalf of Lions Gate Films Inc. (the “Company”), this letter is to confirm the terms of
your employment by the Company. We refer to you herein as “Employee.” The employment agreement
entered into as of March 28, 2007 between Employee and the Company (the “Prior Employment
Agreement”), is hereby amended and restated in its entirety. The terms of Employee’s employment are
as follows:



     1. TERM



          (a) The term of this agreement (this “Agreement”) will begin April 1, 2007 (the “Effective
Date”) and end April 1, 2011, subject to early termination as provided in this Agreement (the
“Term”). During the Term of this Agreement, Employee will serve as President and Chief Operating
Officer, subject to the following:




(i) in the event that the Company hires a senior executive with
responsibilities extending over Lions Gate Films, the Company may change
Employee’s title to Co-Chief Operating Officer;




(ii) in the event that the Company’s current CEO takes on the title of Chief
Operating Officer as the result of a merger or acquisition or other
transaction, Employee agrees to relinquish the title of Chief Operating
Officer; and




(iii) in the event that there is material growth of the Company, by means of
strategic transactions or otherwise, the Company, subject to good faith
consultation with Employee, may change his title and responsibilities
without breach of this Agreement; provided, however, that the new title will
not be less than President of a division which encompasses more than Home
Entertainment.


Employee shall report to the CEO of the Company, currently Jon Feltheimer, or his/her designee,
consistent with the provisions above. Employee shall render such services as are customarily
rendered by persons in Employee’s capacity in the motion picture and home video industries and as
may be reasonably and lawfully requested by the Company.




          (b) So long as this Agreement shall continue in effect, Employee shall devote



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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.



     2. COMPENSATION



          (a) Salary. The following base salary will be paid to Employee during the Term of this
Agreement:




	 	(i)	 	April 1, 2007 through March 31, 2008 — the rate of SIX HUNDRED THOUSAND
DOLLARS ($600,000.00) per year (“Base Salary — Period 1”), payable in
accordance with the Company’s normal payroll practices in effect.
	 
	 	(ii)	 	April 1, 2008 through the end of the Term —
the rate of SEVEN HUNDRED FIFTY THOUSAND DOLALRS ($750,000.00) per year
(“Base Salary — Period 2”), 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.




	 	(i)	 	EBITDA Bonus. During the Term, Employee
shall be entitled to receive an annual bonus on the Company attainment
of an EBITDA target (the “E Target”) if such E Target is attained in
the following amounts:






	 	(A)	 	If the Company attains at least
105% of the E Target, Employee shall receive 12.5% of his Base
Salary;
	 
	 	(B)	 	If the Company attains at least
115% of the E Target, Employee shall receive an additional 12.5%
of his Base Salary.






For each fiscal year of the Term, the Company shall designate the
upcoming year’s E Target after it is approved by the Company’s Board
of Directors, on or before April 1 of the applicable fiscal year, or
as soon thereafter as approved by the Board of Directors, and it
shall notify Employee in writing of such E Target for the fiscal year
to which the E Target applies. The E Target shall not be greater than
the E Target for other Presidents receiving a similar bonus based on
an EBITDA target. The fiscal year commences April 1 of each year. The
Company shall establish a reserve



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amount for uncollectible receivables equal to 2% (the “E Reserve”).
The E Target shall include the E Reserve. For each portion of a
fiscal year that Employee is employed by Company, Employee shall be
entitled to a pro-rata portion of the E Bonus, if and when earned.
Any bonus payable to Employee hereunder shall be paid within thirty
(30) days following the end of the audit for the applicable fiscal
year and in all events within the “short-term deferral” period
provided under Treasury Regulation Section 1.409A-1(a)(4) (generally
within two and one-half months after the end of the fiscal year for
which the bonus is paid).




	 	(ii)	 	During the Term, Employee shall be entitled to
receive performance bonuses at the full discretion of the CEO of the
Company. Employee must be employed with the Company through the last
day of the bonus year to be eligible to receive a discretionary
performance bonus for that year, and any such bonus will be paid 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 salaried employees subject to the terms of such 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. There are no paid
vacation days.



          (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.



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     5. STOCK



          (a) Time-Based Grant.




	 	(i)	 	The Company shall request that the Compensation
Committee of Lions Gate (“CCLG”) authorize and grant Employee 212,500
restricted share units (“Time-Based Grant”) of Lions Gate Entertainment
Corp. in accordance with the terms and conditions of the existing
and/or future Employee Stock Plan (collectively, the “Plan”). Employee
acknowledges that this Time-Based Grant of stock is subject to the
approval of the CCLG. The award date (“Award Date”) shall be the date
of the board meeting when the Time-Based Grant is approved.
	 
	 	(ii)	 	Vesting. Notwithstanding Section 5(d)
and (e), and subject to Section 5(a)(iii) below, the Time-Based Grant
shall vest as follows:






	 	(A)	 	the first 53,125 restricted share
units of the Time-Based Grant will vest on the 1st
anniversary of the Award Date;
	 
	 	(B)	 	an additional 53,125 restricted
share units of the Time-Based Grant will vest on the
2nd anniversary of the Award Date;
	 
	 	(C)	 	an additional 53,125 restricted
share units of the Time-Based Grant will vest on the
3rd anniversary of the Award Date;
	 
	 	(D)	 	the final 53,125 restricted share
units of the Time-Based Grant will vest on the 4th anniversary
of the Award Date.






	 	(iii)	 	Continuance of Employment. The vesting
schedule in Section 5(a)(ii) above requires continued employment or
service through each applicable vesting date as a condition to the
vesting of the applicable installment of the Time-Based Grant and the
rights and benefits under this Agreement.





          (b) Performance Grant.




	 	(i)	 	The Company shall request that the CCLG
authorize and grant Employee 212,500 restricted share units
(“Performance Grant” and, together with the Time-Based Grant, the
“Grants”) of Lions Gate Entertainment Corp. in accordance with the
Plan. Employee acknowledges that this Performance Grant of stock is
subject to the approval of the CCLG.




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	 	(ii)	 	Vesting. Notwithstanding Section 5(d)
and (e), and subject to Section 5(b)(iii) below, the Performance Grant
shall be eligible to vest based on the following schedule (each, a
“Performance Vesting Date”):






	 	(A)	 	the first 53,125 restricted share
units of the Performance Grant shall be eligible to vest on
March 31, 2008;
	 
	 	(B)	 	an additional 53,125 restricted
share units of the Performance Grant shall be eligible to vest
on March 31, 2009;
	 
	 	(C)	 	an additional 53,125 restricted
share units of the Performance Grant shall be eligible to vest
on March 31, 2010;
	 
	 	(D)	 	the final 53,125 restricted share
units of the Performance Grant shall be eligible to vest on
March 31, 2011.






	 	 	 	The vesting of the Performance Grant on such Performance Vesting
Dates shall be subject to satisfaction of annual Company performance
targets approved in advance by the CCLG for the twelve (12) month
period ending on such Performance Vesting Date. The Performance Grant
shall vest on a sliding scale basis if the Company’s performance
targets have not been fully met for a particular year. For purpose of
example only, if seventy-five percent (75%) of Company’s targets have
not been met for a particular year, seventy-five percent (75%) of the
Performance Grant for that year would vest. Notwithstanding the
foregoing, the CCLG may, in its sole discretion, provide that any or
all of the Performance Grant scheduled to vest on any such
Performance Vesting Date shall be deemed vested as of such date even
if the applicable performance targets are not met. Furthermore, the
CCLG may, in its sole discretion, provide that any of the Performance
Grant scheduled to vest on any such Performance Vesting Date that do
not vest because the applicable performance targets are not met may
vest on any future Performance Vesting Date if the performance
targets applicable to such Performance Vesting Date are exceeded.






	 	(iii)	 	Continuance of Employment. The vesting
schedule in Section 5(b)(ii) above requires continued employment or
service through each applicable vesting date as a condition to the
vesting of the applicable installment of the Performance Grant and the
rights and benefits under this Agreement.




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          (c) Option.




	 	(i)	 	The Company shall also request that the CCLG
authorize and grant Employee the right (the “Option”) to purchase
425,000 common shares of Lions Gate Entertainment Corp. in accordance with the Plan.
Employee acknowledges that this Option grant of stock is subject to
the approval of the CCLG. The award date (“Option Award Date”) shall
be the date of the board meeting when the Option is approved.
	 
	 	(ii)	 	Vesting. Notwithstanding Section 5(d)
and (e), and subject to Section 5(c)(iii) below, the Option shall vest
as follows:






	 	(A)	 	the Option to purchase 106,250
common shares will vest on the 1st anniversary of the
Option Award Date;
	 
	 	(B)	 	the Option to purchase an
additional 106,250 common shares will vest on the 2nd
anniversary of the Option Award Date;
	 
	 	(C)	 	the Option to purchase an
additional 106,250 common shares will vest on the 3rd
anniversary of the Option Award Date;
	 
	 	(D)	 	the Option to purchase the final
106,250 common shares will vest on the 4th
anniversary of the Option Award Date.






	 	(iii)	 	Continuance of Employment. The vesting
schedule in Section 5(c)(ii) above requires continued employment or
service through each applicable vesting date as a condition to the
vesting of the applicable installment of the Option and the rights and
benefits under this Agreement.





          (d) Acceleration of Grants and Options upon Death of Employee. In the event that
Employee dies during the Term of this Agreement, all Grants and Options granted pursuant to
Sections 5(a)-(c) of this Agreement 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 concludes on or after April 1, 2008, all Grants
and Options granted pursuant to Sections 5(a)-(c) of this Agreement
shall accelerate and immediately become fully vested.
	 
	 	(ii)	 	For the purposes of this Agreement, “Change of
Control” shall mean:




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	 	(A)	 	if any person, other than a
trustee or other fiduciary holding securities of Lions Gate
Entertainment Corp. (“LGEC”) under an employee benefit plan of
LGEC, becomes the beneficial owner, directly or indirectly, of
securities of LGEC representing 33% or more of the outstanding
            shares of common stock of LGEC 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 LGEC;
	 
	 	(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 LGEC,
there is a sale or disposition of 33% or more of LGEC’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 LGEC,
there occurs a change or series of changes in the composition of
LGEC 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 LGEC,
a shareholder or group of shareholders acting in concert obtain
control of 33% or more of the outstanding shares;
	 
	 	(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 LGEC,
a shareholder or group of shareholders acting in concert obtain
control of half of the Board;
	 
	 	(F)	 	if there is a dissolution or
liquidation of LGEC; or
	 
	 	(G)	 	if there is any transaction or
series of related transactions that has the substantial effect
of any or more of the foregoing.





          (f) Effect on Prior Grants. All Grants and Options 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 (other than the Prior Employment
Agreement, as defined herein). Any and all grants and options granted under



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such prior agreements shall be unaffected by this Agreement.



     6. HANDBOOK



     Employee agrees that the Company Employee Handbook outlines other policies, which will apply
to Employee’s employment, and Employee acknowledges receipt of such handbook. Please note, however,
that the Company retains the right to revise, modify or delete any policy or benefit plan it deems
appropriate.



     7. TERMINATION



          (a) This Agreement shall terminate upon the happening of any one or more of the following
events:




	 	(i)	 	The mutual written agreement between the
Company and Employee;
	 
	 	(ii)	 	The death of Employee;
	 
	 	(iii)	 	Employee’s having become so physically or
mentally disabled as to be incapable, even with a reasonable
accommodation, of satisfactorily performing Employee’s duties hereunder
for a period of ninety (90) days or more, provided that Employee has
not cured disability within ten (10) days of written notice;
	 
	 	(iv)	 	The determination on the part of the Company
that “cause” exists for termination of this Agreement, with “cause”
being defined as any of the following:






	 	(A)	 	Employee’s conviction of a felony
or plea of nolo contendere to a felony, except in connection
with a traffic violation or traffic accident;
	 
	 	(B)	 	Employee’s commission, by act or
omission, of any material act of dishonesty in the performance
of Employee’s duties hereunder;
	 
	 	(C)	 	material breach of this Agreement
by Employee; or
	 
	 	(D)	 	any act of material misconduct by
Employee having a substantial adverse effect on the business or
reputation of the Company, which shall include, but not be
limited to theft, fraud or other illegal conduct, refusal or
unwillingness to perform employment duties, sexual harassment,
violation of any fiduciary duty, and violation of any duty of
loyalty;




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	 	 	 	Provided, however, that prior to terminating Employee’s employment
for “cause,” the Company shall provide Employee with written notice
of the grounds for the proposed termination. If the grounds for
termination are subject to cure, the Employee shall have fifteen (15)
days after receiving such notice in which to cure such grounds to the
extent such cure is possible. If cure is not possible or Employee has
failed to cure, Employee’s employment shall terminate upon the 15th
day following notice of termination.
	 
	 	(v)	 	The Employee is terminated “without cause.” If
Company elects to terminate Employee “without cause,” it must provide
Employee with sixty (60) days prior written notice. Termination
“without cause” shall be defined as the Employee being terminated by
the Company for any reason other than as set forth in Sections
7(a)(i)-(iv) above. In the event of a termination “without cause,”
Employee shall be entitled to receive a severance payment equal to 50%
of the amount of the Base Salary which Employee would have been
entitled to receive for the period commencing on the date of such
termination and ending on the last day of the Term had Employee
continued to be employed with the Company through such date, but in no
event less than the greater of either (i) six (6) months’ Base Salary
at the monthly rate in effect on the date of such termination, or (ii)
the amount Employee would receive from the Company’s severance policy
for non-contract employees that is currently in effect at the time of
termination, such payment to be made, subject to Section 13(b), in cash
in a lump sum as soon as practicable after (and in all events not more
than two and one-half (2 1/2) months after) the date of Employee’s
Separation from Service with the Company. The Company’s payment of the
amounts described above in this Section 7(a)(v) shall relieve the
Company of any and all obligations to Employee. As used herein, a
“Separation from Service” occurs when Employee dies, retires, or
otherwise has a termination of employment with the Company that
constitutes a “separation from service” within the meaning of Treasury
Regulation Section 1.409A-1(h)(1), without regard to the optional
alternative definitions available thereunder.





          (b) In the event that this Agreement is terminated pursuant to Sections 7(a)(i)-(iv) above,
neither the Company nor Employee shall have any remaining duties or obligations hereunder, except
that (i) the Company shall pay to Employee, only such compensation as is earned under Section 2
plus any and all business expenses incurred but not paid as of the date of Employee’s termination
of employment and (ii) Employee shall continue to be bound by Sections 9, 10, 11, 12, 13, 15 and
16. If this Agreement is terminated for any reason, in fact, Sections 9, 10, 11, 12, 13, 15 and 16
shall survive and be binding upon Employee following his termination of employment.



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          (c) Notwithstanding the foregoing, in the event of a Change of Control, as defined in Section
5(e)(ii), if Employee is terminated within six (6) months of the date of the Change of Control,
then Employee shall receive the greater of either (i) 50% of the amount of the Base Salary which
Employee would have been entitled to receive for the period commencing on the date of such
termination and ending on the last day of the Term had Employee continued to be employed with the
Company through such date or (ii) ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00), such
payment to be made, subject to Section 13, in cash in a lump sum as soon as practicable after (and
in all events not more than two and one-half (2 1/2) months after) the date of Employee’s Separation
from Service with the Company. The Company’s payment of the amounts described above in this
Section 7(c) shall relieve the Company of any and all obligations to Employee.



     8. EXCLUSIVITY AND SERVICE



     Employee’s services shall be exclusive to the Company during the Term. Employee shall render
such services as are customarily rendered by persons in Employee’s capacity in the motion picture
and home video industries and as may be reasonably requested by the Company. Employee hereby agrees
to comply with all reasonable requirements, directions and requests, and with all reasonable rules
and regulations made by the Company in connection with the regular conduct of its business.
Employee further agrees to render services during Employee’s employment hereunder whenever,
wherever and as often as the Company may reasonably require in a competent, conscientious and
professional manner, and as instructed by the Company in all matters, including those involving
artistic taste and judgment, but there shall be no obligation on the Company to cause or allow
Employee to render any services, or to include all or any of Employee’s work or services in any
motion picture or other property or production.



     9. INTELLECTUAL PROPERTY



          (a) Employee agrees that the Company shall own all rights of every kind and character
throughout the universe, in perpetuity to any material and/or idea suggested or submitted by
Employee or suggested or submitted to Employee by a third party that occurs during the Term or any
other period of employment with the Company, its parent, affiliates, or subsidiaries that are
within the scope of Employee’s employment and responsibilities hereunder. Employee agrees that
during the Term and any other period of employment with the Company, its parent, affiliates, or
subsidiaries, the Company shall own all other results and proceeds of Employee’s services that are
related to Employee’s employment and responsibilities. Employee shall promptly and fully disclose
all intellectual property generated by the Employee during the Term and any other period of
employment with the Company, its parent, affiliates, or subsidiaries in connection with Employee’s
employment hereunder.



          (b) All copyrightable works that Employee creates in connection with Employee’s obligations
under this Agreement and any other period of employment with the Company, its parent, affiliates,
or subsidiaries shall be considered “work made for hire” and therefore the property of the Company.
To the extent any work so produced or other intellectual property so generated by Employee is not
deemed to be a “work made for hire,” Employee hereby assigns and agrees to assign to the Company
(or as otherwise directed by the Company)



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Employee’s full right, title and interest in and to all such works and other intellectual
property. Employee agrees to execute any and all applications for domestic and foreign copyrights
or other proprietary rights and to do such other acts (including without limitation the execution
and delivery of instruments of further assurance or confirmation) requested by the Company to
assign the intellectual property to the Company and to permit the Company to enforce any copyrights
or other proprietary rights to the intellectual property. Employee further agrees not to charge the
Company for time spent in complying with these obligations. This Section 9 shall apply only to that
intellectual property which related at the time of conception to the Company’s then current or
anticipated business or resulted from work performed by Employee for the Company. Employee hereby
acknowledges receipt of written notice from the Company pursuant to California Labor Code Section
2872 that this Agreement (to the extent it requires an assignment or offer to assign rights to any
invention of Executive) does not apply to an invention which qualifies fully under California Labor
Code Section 2870.



     10. ASSIGNMENT AND DELEGATION



     Employee shall not assign any of Employee’s rights or delegate any of Employee’s duties
granted under this Agreement. Any such assignment or delegation shall be deemed void ab initio.



     11. TRADE SECRETS



     The parties acknowledge and agree that during the Term of this Agreement and in the course of
the discharge of Employee’s duties hereunder and at any other period of employment with the
Company, its parent, affiliates, or subsidiaries, Employee shall have and has had access to
information concerning the operation of the Company and its affiliated entities, including without
limitation, financial, personnel, sales, planning and other information that is owned by the
Company and regularly used in the operation of the Company’s business and (to the extent that such
confidential information is not subsequently disclosed) that this information constitutes the
Company’s trade secrets. Notwithstanding the above, the parties acknowledge and agree that trade
secrets shall not include any information that Employee can demonstrate (i) was publicly available
at the time of its disclosure to Employee; (ii) was already in Employee’s possession at the time of
disclosure; (iii) was rightfully received by Employee from a third party not subject to obligations
of confidentiality; or (iv) was independently developed by Employee without use of any trade
secrets.



     Employee agrees that Employee shall not disclose any such trade secrets, directly or
indirectly, to any other person or use them in any way, either during the Term of this Agreement or
at any other time thereafter, except as is required in the course of Employee’s employment for the
Company, as required by applicable law or court order, or if authorized in writing by the Company.
Employee shall not use any such trade secrets in connection with any other employment and/or
business opportunities following the Term. In addition, Employee hereby expressly agrees that
Employee will not disclose any confidential matters of the Company that are not trade secrets prior
to, during or after Employee’s employment including the specifics of this Agreement. Employee shall
not use any such confidential information in connection with any other employment and/or business
opportunities following the Term. Upon termination of



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Employee’s employment with Company, Employee shall deliver to Company all documents, computer
disks or computers, records, notebooks, work papers, and all similar material containing any of the
foregoing trade secrets, whether prepared by Employee, the Company or anyone else. In addition, in
order to protect the Confidential Information, Employee agrees that during the Term and for a
period of two (2) years thereafter, Employee will not, directly or indirectly, induce or entice any
other executive or employee of the Company to leave such employment.



     12. ARBITRATION



     Any dispute, controversy or claim arising out of or in respect to this Agreement (or its
validity, interpretation or enforcement), the employment relationship or the subject matter hereof
shall at the request of either party be submitted to and settled by binding arbitration conducted
before a single arbitrator in Los Angeles in accordance with the Federal Arbitration Act, to the
extent that such rules do not conflict with any provisions of this Agreement. Said arbitration
shall be under the jurisdiction of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in
Los Angeles, California. All such actions must be brought within the statute of limitations period
applicable to the claim as if that claim were being filed with the judiciary or forever be waived.
Failure to institute an arbitration proceeding within such period shall constitute an absolute bar
to the institution of any proceedings respecting such controversy or claim, and a waiver thereof.
The arbitrator shall have the authority to award damages and remedies in accordance with applicable
law. Any award, order, or judgment pursuant to such arbitration shall be deemed final and binding
and may be entered and enforced in any state or federal court of competent jurisdiction. Each party
agrees to submit to the jurisdiction of any such court for purposes of the enforcement of any such
award, order, or judgment. Company shall pay for the administrative costs of such hearing and
proceeding.



     13. SECTION 409A



          (a) It is intended that any amounts payable under this Agreement and any exercise of authority
or discretion hereunder by the Company or Employee shall comply with Section 409A of the Code
(including the Treasury regulations and other published guidance relating thereto) (“Section 409A”)
so as not to subject Employee to payment of any interest or additional tax imposed under Section
409A. To the extent that any amount payable under this Agreement would trigger the additional tax
imposed by Section 409A, this Agreement shall be construed and interpreted in a manner to avoid
such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit
payable to Employee.



          (b) Notwithstanding any other provision herein, if Employee is a “specified employee” within
the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Employee’s Separation from
Service, Employee shall not be entitled to any payment or benefit pursuant to Section 7(a)(v) or
7(c) above until the earlier of (i) the date which is six (6) months after his or her Separation
from Service for any reason other than death, or (ii) the date of Employee’s death. Any amounts
otherwise payable to Employee upon or in the six (6) month period following Employee’s Separation
from Service that are not so paid by reason of this paragraph shall be paid (without interest) as
soon as practicable (and in all events within thirty



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(30) days) after the date that is six (6) months after Employee’s Separation from Service (or,
if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of
Employee’s death). The provisions of this paragraph shall only apply if, and to the extent,
required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the
Code.




          (c) Any reimbursements made to Employee hereunder will be made in accordance with the
Company’s reimbursement policies, practices and procedures in effect from time to time. To the
extent that any reimbursements pursuant to Section 4 are taxable to Employee, any reimbursement
payment due to Employee pursuant to such provision shall be paid to Employee on or before the last
day of Employee’s taxable year following the taxable year in which the related expense was
incurred. The benefits and reimbursements pursuant to such provision are not subject to
liquidation or exchange for another benefit and the amount of such benefits and reimbursements that
Employee receives in one taxable year shall not affect the amount of such benefits or
reimbursements that Employee receives in any other taxable year.



     14. NOTICES



     All notices to be given pursuant to this Agreement shall be effected either by mail or
personal delivery in writing as follows:


Company:



Lions Gate Films Inc.

2700 Colorado Avenue, Suite 200

Santa Monica, California 90404

Attn: General Counsel



Employee:



Steve Beeks

Lions Gate Films Inc.

2700 Colorado Avenue, Suite 200

Santa Monica, California 90404



Courtesy Copy:



                                                                                



                                                                                



                                                                                



                                                                                






     15. WAIVER



     Failure to require compliance with any provision or condition provided for under this
Agreement at any one time, or several times, shall not be deemed a waiver or relinquishment of



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such provision or condition at any other time.



     16. INTEGRATION, AMENDMENT, SEVERABILITY, AND FORUM



          (a) This Agreement expresses the binding and entire agreement between Employee and the Company
and shall replace and supersede all prior arrangements and representations, either oral or written,
as to the subject matter hereof (including, without limitation, the Prior Employment Agreement,
except as expressly provided herein).



          (b) All modifications or amendments to the Agreement must be made in writing and signed by
both parties.



          (c) If any portion of this Agreement is held unenforceable under any applicable statute or
rule of law then such portion only shall be deemed omitted and shall not affect the validity of
enforceability of any other provision of this Agreement.



          (d) This Agreement shall be governed by the laws of the State of California. The state and
federal courts (or arbitrators appointed as described herein) located in Los Angeles, California
shall be the sole forum for any action for relief arising out of or pursuant to the enforcement or
interpretation of this Agreement. Each party to this Agreement consents to the personal
jurisdiction and arbitration in such forum and courts and each party hereto Covenants not to, and
waives any right to, seek a transfer of venue from such jurisdiction on any grounds.



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     Please acknowledge your confirmation of the above terms by signing below where indicated and
returning this letter to me. If you have any questions relating to the matters described in this
letter, please call            at (310) 255-XXXX.



Very truly yours,




LIONS GATE FILMS, INC.




	 	 	 	 	 
	By:

	 	/s/ Wayne Levin
 

Wayne Levin
	 	 
	 

	 	Executive Vice President and General Counsel	 	 






AGREED AND ACCEPTED




	 	 	 	 	 
	By:

	 	/s/ Steve Beeks
 

Steve Beeks
	 	 







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