exv10w11






Exhibit 10.11




THIRD AMENDMENT TO SECOND AMENDED AND RESTATED

EXECUTIVE SERVICES AGREEMENT




     This Third Amendment to Second Amended and Restated Executive Services Agreement (the
“Amendment”) is effective as of April 6, 2010, and is entered into by and between The Film
Department Holdings LLC, a Delaware limited liability company (the “Company”), Sacker Consultants,
Inc. (“Lender”) and Neil Sacker (the “Executive”).



     WHEREAS, Company, Lender and Executive have previously entered into a Executive Services
Agreement dated 6/25/07, an Amended and Restated Executive Services Agreement on 7/22/07, a first
Amendment to Employment Agreement dated 1/16/09, a Second Amendment to Employment Agreement dated
7/16/09, a third Amendment to Employment Agreement dated 7/16/09, a Fourth amendment to Employment
Agreement dated 9/1/09, an Amended and Restated Executive Services Agreement on 11/30/09, a First
Amendment to the Second Amended and Restated Executive Services Agreement on 1/11/10, a Second
Amendment to the Second Amended and Restated Executive Services Agreement (collectively, “the
Agreement”); and



     WHEREAS, the Company, Lender 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 Agreement.



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



     1. Compensation.



          (a) Compensation. Per the terms of the Agreement, Executive’s Base Compensation is
currently $540,000 (“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,




	 	 	 

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thereafter be an amount equal to $600,000 commencing the first full day following the Distribution
Company Launch.




          (b) Guaranteed Deferred Compensation. In the event of Distribution Company Launch,
Company shall pay or cause to be paid to Executive, guaranteed bonus compensation of $50,000 per
year during the Engagement Term commencing after Distribution Company Launch (“Deferred Bonus”).
The Deferred Bonus shall be paid each year in quarterly installments on the 3rd, 6th, 9th and 12th
month anniversary following Distribution Company Launch.




     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
	 	 
	 
	 	 
	/s/ Mark Gill

	 	/s/ Neil Sacker
	By: Mark Gill

	 	Neil Sacker
	Its: Chief Executive Officer
	 	 
	 
	 	 
	 

	 	SACKER CONSULTANTS, INC.
	 
	 	 
	 

	 	/s/ Neil Sacker
	 

	 	By:Neil Sacker
	 

	 	Its:President






	 	 	 

	3rd Amend. to 2nd Amend and Restated Exec. Srvs. Agreement

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