has-20210328exe101






        This Agreement is made this 22nd day of March, 2017  BETWEEN:  4384768 CANADA INC.   (the "Company")  - and -  D A R R E N  T H R O O P   (the "Executive")  (each a "Party" and, collectively, the "Parties").  RECITALS:  A. The Company and the Executive are party to an Executive Employment Agreement  effective September 1, 2008 (the "Original Agreement").   B. The Parties wish to enter into this new Agreement effective as of the date set out  above (the "Effective Date"), which supersedes and replaces all prior employment  agreements, including without limitation the Original Agreement.    THEREFORE, the Parties agree as follows:  1. DEFINITIONS  In this Agreement, unless there is something in the subject matter or context  inconsistent therewith, the following terms shall have the following meanings:  "Agreement" means this Executive Employment Agreement as amended from time to time.  "Base Salary" has the meaning ascribed thereto in section 4 of this Agreement.   "Board" means the board of directors of Entertainment One Ltd.  "Benefit Plans" has the meaning ascribed thereto in section 7.1 of this Agreement.   "Bonus" has the meaning ascribed thereto in section 5.1 of this Agreement.  "Cause" shall mean any conduct which would constitute just cause under applicable law.   "Company" means 4384768 Canada Inc.  "Compensation" means Base Salary and Bonus.    





 






      "Confidential Information" has the meaning ascribed thereto in section 11.2 of this  Agreement.   "Disability" means the mental or physical state of the Executive such that:  (i) the Board unanimously determines that the Executive has been unable,  due to illness, disease, mental or physical disability of similar cause, to  fulfill his obligations as an employee or officer of the Company either for any  consecutive 6-month period or for any period of 12 months (whether or not  consecutive) in any consecutive 24-month period; or  (ii) a court of competent jurisdiction has declared the Executive to be  mentally incompetent or incapable of managing his affairs.  "Effective Date" has the meaning ascribed thereto in Recital B of this Agreement.  "ESA" has the meaning ascribed thereto in section 8 of this Agreement.  "Executive" means Darren Throop.    "Good Reason" means any of the following occurrences without the Executive’s prior  written consent, provided, however, that the Executive must notify the Company that the  Executive considers that one of the following has occurred within ten (10) business days of  such occurrence and must give the Company ten (10) further business days to correct the  occurrence:  (i) the Company assigning to the Executive duties materially inconsistent with the  Executive’s position, duties or responsibilities;  (ii) a material reduction by the Company of the Executive’s Compensation set out  in this Agreement;  (iii) any material breach of this Agreement by the Company; or  (iv) the Company relocating the Executive’s principal office outside of the City of  Toronto.  "Intellectual Property" has the meaning ascribed thereto in section 11.3(a) of this Agreement.  "Member Companies" means the affiliates and related entities of the Company, including  Entertainment One Ltd. (and its subsidiaries and interests in joint ventures).    "Options" has the meaning ascribed thereto in the agreement between the Executive  and Entertainment One Ltd.     "Original Agreement" has the meaning ascribed thereto in Recital A of this Agreement.  "Parties" means 4384768 Canada Inc. and Darren Throop and "Party" means either of them.  "Plan" has the meaning ascribed thereto in section 6 of this Agreement.  





 






      "Separation Package" has the meaning ascribed thereto in section 10.2(a) of this Agreement.  "Term" has the meaning ascribed thereto in section 3 of this Agreement.   2. DUTIES AND RESPONSIBILITIES  2.1 Position  The Executive will be employed by the Company for the term of employment set out in  Section 3 in the position of Chief Executive Officer for the Company and its Member  Companies, including without limitation Entertainment One Ltd. (and its subsidiaries and  interests in joint ventures). In this position, the Executive will have overall responsibility  for the business, strategy and operations of the Company and its Member Companies. The  executive will report to the Board. The executive agrees that the Board may from time to  time assign the Executive such other incidentals duties and functions that are consistent  with the Executive’s skill and experience and position. The Executive will also be a member  of the board of directors of Entertainment One Ltd.but shall receive no additional  compensation for this role.  2.2 Full Time and Attention  The Executive shall devote his full working time and attention and shall exert his best efforts,  knowledge, skill and energy to the performance of the Executive's duties with the  Company. The Executive shall not, without obtaining the prior written consent of the  Company, assume any other employment or engage in any other business or occupation or  become a director, officer, employee, agent or consultant for any other company, firm or  individual while in the service of the Company. The Executive is a fiduciary of the  Company and shall act at all times in the Company's best interests; provided, however,  that nothing in this Agreement will preclude the Executive from engaging in personal  investment, volunteer, charitable or industry activities, so long as such activities, when  considered in the aggregate, are not of a type or amount such as would reasonably conflict  with or otherwise hinder or impair, the efficient, proper and timely performance and  discharge by the Executive of his duties and obligations under this Agreement.  2.3 Travel  The Executive shall be available for such business related travel as may reasonably be  required for the purposes of carrying out the Executive's duties and responsibilities.  3. TERM OF EMPLOYMENT  This Agreement will be in effect from the Effective Date to April 1, 2021, subject to the  termination provisions herein (the “Term”).    4. BASE SALARY  (a) Subject to sections 4, while employed by the Company during the Term:   (i) the Executive shall be paid an annual salary (the "Base Salary") equal to:  (A) $1,075,000 from April 1, 2016 to March 31 ,  2017;  (B) $1,150,000 from April 1, 2017 to March 31, 2018;   





 






      (C) $1,225,000 from April 1, 2018 to March 31, 2019;  (D) $1,311,000 from April 1, 2019 to March 31, 2020; and  (E) $1,403,000 from April 1, 2020 to March 31, 2021.  The Parties agree that the Company will pay to the Executive an amount of $259,173.81  in respect of the difference between the Base Salary under this Agreement and Base  Salary payable under the Original Agreement, being pro-rated for the 11 months from  April 1, 2016 to February 28, 2017.  (ii) The Base Salary shall be payable in accordance with Company practices and  procedures as they may exist from time to time.   (iii) Base Salary shall be reviewed by the Remuneration Committee of the Board  on an annual basis.    5. BONUSES  5.1 Bonus Eligibility  Depending on the achievement of performance criteria mutually agreed to by the Parties,  the Executive shall be eligible to receive an annual bonus of up to 150% of the Base  Salary (the "Bonus").  The Bonus plan shall provide as follows:   90% target achievement will  cause a 30% Bonus payment; 100% target achievement will cause a 75% Bonus payment; and  110% or more target achievement will cause a full Bonus payment.  5.2 Bonus Payment  The Bonus, if any, will fall due when the Company normally pays such bonuses, and  will be based upon the Executive's service during the preceding year. Subject to  Section 10, bonus eligibility is conditional upon the Executive remaining in the active  employment of the Company for the entire financial year in respect of which the Bonus is  paid.    6. STOCK OPTIONS  The Executive shall be eligible to receive a one-time grant of 3,000,000 Nil-Cost Options  without performance conditions, which will fully vest upon dismissal without Cause (if  prior to completion of 3-year performance period) including in the event of a takeover.   In  addition, the Executive shall be eligible to receive annual grants of Nil-Cost Options  equivalent to up to 200% of Base Salary, subject to the rules of the Entertainment One Ltd.  Long Term Incentive Plan (the "Plan") and the terms and conditions agreed to by the  Remuneration Committee of the Board.    7. BENEFITS  7.1 Benefit Plans  The Executive shall be eligible to participate in the Company's benefit plans which are  





 






      offered to other employees of the Company at the Executive's level (the "Benefit Plans"),  subject to the terms and conditions set out in the Benefit Plans policies, as amended from  time to time.  7.2 Registered Retirement Savings Plan  The Company shall make an annual lump sum deposit to the Executive’s RRSP account equal  to the maximum contribution allowable for the year in question.  The Executive shall provide  all required details with respect to his RRSP account in order to allow for a proper transfer of  these funds.  7.3 Life Insurance  Subject to the insurer’s requirements, the Company shall pay the cost of securing life  insurance for the Executive equal to 4 times the Base Salary, either through a group life  insurance policy, an individual life insurance policy or a combination of both.  As the  Executive’s Base Salary increases, the Company shall ensure that life insurance coverage is  maintained at the same value.     8. VACATION  The Executive's annual vacation entitlement will be 30 business days. Payment of all  vacation pay will be at Base Salary. The Executive is required to arrange vacation  time to suit the essential business needs of the Company. Except to the extent required  under the Employment Standards Act, 2000 (Ontario) (the “ESA”), unused vacation  entitlement may not be carried over to the following year nor shall the Executive be  entitled to any compensation in lieu of such vacation unless the Executive is unable to  take vacation because of the business needs of the Company.    9. PERQUISITES AND EXPENSES  9.1 Automobile and Parking  The Executive will be provided with the use of a BMW 5 Series vehicle or its  equivalent, as selected by the Executive. All maintenance, fuel, licensing, 407/ETR  charges and insurance costs relating to such vehicle shall be paid by the Company. The  Executive shall be provided with a monthly parking pass at the Company’s office in  Toronto.  No additional monies shall be provided by the Company with respect to vehicle  costs.    9.2 Professional Dues  The Company shall pay all professional association dues for a maximum of three (3)  association memberships that the Executive, in his discretion, considers important to his  professional development.    9.3 Reimbursement of Expenses  (a) The Company shall reimburse the Executive for any reasonable and proper out  of pocket expenses incurred in the course of employment. Reimbursement shall  





 






      be conditional upon the Executive providing an itemized account and  receipts, in accordance with the Company's expense policy, as it may exist  from time to time.  (b) The Company shall reimburse the Executive for a business class ticket or, if such  class is not provided by an airline carrier, a first class ticket, on any travel  required as part of the Executive’s employment.  (c) When traveling on business for the Company, the Executive shall be allowed to  stay at any hotel selected by the Executive, acting reasonably.   (d) The Company shall pay for all of the Executive’s meal expenses while on  business.  The Company acknowledges that the Executive’s meal expenses  while on business may be expensive.  (e) Should the Company have any concern about any expenses, the Board will  discuss the matter with the Executive to resolve any issues.  9.4 Executive Medical  The Executive is entitled to an annual executive medical paid by the Company as conducted  by Medisys, Medcan or an equivalent service.    10. TERMINATION OF EMPLOYMENT   10.1 Termination Without Notice  This Agreement and the Executive's employment with the Company may be terminated,  without the Company being obligated to provide the Executive with advance notice of  termination or pay in lieu of such notice, whether under contract, statute (unless otherwise  required by the ESA), common law or otherwise if:  (a) the Executive retires. The Executive shall not be entitled to receive any further  Compensation or benefits pursuant to the terms of this Agreement other  than those which have accrued up to the date of the Executive's retirement,  including, for greater certainty, a pro-rated Bonus for the year of retirement;  (b) the Executive suffers from a Disability. The Executive shall not be entitled  to receive any further Compensation or benefits pursuant to the terms  of this Agreement other than those which have accrued up to the date of the  Executive's Disability, those benefits which may be payable in accordance with  applicable insurance policies and, for greater certainty, a pro-rated Bonus  for the year of Disability;  (c) the Executive's employment is terminated for Cause. The Executive shall  not be entitled to receive any further Compensation or benefits pursuant to  the terms of this Agreement other than those which have accrued up to  the date of the Executive's termination not including, for greater  certainty, any Bonus or part thereof, for the year of termination (subject to the  provisions of the Directors’ Remuneration Policy); or  





 






      (d) the Executive dies. The Executive or the Executive's estate shall not be entitled  to receive any further Compensation or benefits pursuant to the terms  of this Agreement other than those which have accrued up to the date of the  Executive's death, including, for greater certainty, a pro-rated Bonus for the  year of death, and those death benefits which may be payable in  accordance with applicable insurance policies.  10.2 Termination by the Company without Cause  (a) Separation Package – In addition to Section 10.1, the Company may  terminate the Executive's employment at any time, without Cause, during  the Term by providing the Executive with a Separation Package (the  "Separation Package"), payable in a lump sum, equal to 24 months’  Compensation within two weeks of the date on which the Executive is advised  of the termination of his employment and without any deduction for mitigation.   The Bonus component of the Compensation payable under the Separation  Package will be equal to 100% of Base Salary.    (b) Continuation of Certain Benefits – As part of the Separation  Package, the Executive shall also be provided with a continuation of all  employment related benefits under section 7 and all perquisites under section  9, except for business expenses under section 9.3, until the earlier of the end of  the 24 month period, or the date on which the benefit or perquisite is  replaced; provided, however, that both short and long term disability  benefit coverage will be discontinued subsequent to any statutory notice  period required under the ESA. To the extent provided, continued coverage  pursuant to the aforementioned Benefit Plans shall be conditional on the  Executive satisfying the terms and conditions required by the individual  insurance policies.    (c) Vesting of Options – As part of the Separation Package, subject to the rules of  the Plan or the conditions of any Options awarded to the Executive, the  Executive shall be entitled to have unvested Options continue to vest  during the 24-month period following the Executive’s termination  date. For greater certainty, any Options that do not vest during the period of  time applicable to the Separation Package shall lapse.  (d) Outplacement – The Company shall pay the cost of executive outplacement  counseling services provided by Knightsbridge or equivalent services provided  by any other firm as agreed to by the Parties to a maximum cost for such  services of $25,000.  (e) Telephone – Upon termination without cause, the Executive may retain his  cellular telephone and blackberry, and may transfer his cellular telephone  number to his own account at his own cost.  10.3 Termination for Good Reason  (a)  If the Executive’s employment is terminated by the Executive for Good Reason,  then he will receive the Separation Package under section 10.2 above.  





 






      10.4 Separation Package Deemed Reasonable and Sufficient  (a) In consideration of the Separation Package provided herein, the  Executive expressly waives any rights to notice of termination or pay in lieu  thereof under common law. The Executive acknowledges that the Separation  Package provided pursuant to this Agreement supersedes and replaces any and  all rights to reasonable notice of termination that the Executive might  otherwise be entitled to a common law. The Executive agrees that the  payments include all amounts owing for termination and/or severance pay  under any contract, statute (including without limitation the ESA), common  law or otherwise. As a condition to receiving the Separation Package, whether  due to a termination by the Company without Cause or by the Executive for  Good Reason, the Executive shall sign a Release acceptable to the Company  prior to receiving the Separation Package.  (b) The Executive shall not disclose the terms or the nature of the  Separation Package, save and except to the Executive's spouse (if  applicable), legal and financial advisors, and as may be required by  law.  (c) Except as set out above, the Executive shall not be entitled to any  other salary or benefits of employment on termination without cause  or resignation for Good Reason.   The Parties acknowledge and agree  that it is the intent of the Parties to comply with the ESA.   10.5 Termination by Executive Without Good Reason  The Executive may resign without Good Reason upon giving 6 months' advance written  notice to the Company. The Executive shall not be entitled to receive any further  Compensation or benefits whatsoever other than those which have accrued up to the  Executive's last day of active service with the Company. The Company may, at its  discretion, waive in whole or in part such notice on payment to the Executive of all  Compensation to the effective date of termination.  10.6 Actions Required Upon Termination  In the event the Executive's employment is terminated for any reason, the Executive agrees  to resign effective the same date from any office or directorship held with the Company  or any Member Company. All equipment, documents or any other materials of any kind  created or used by the Executive in the course of employment, or otherwise furnished by  the Company or its customers, suppliers, distributors, employees, consultants or Member  Companies and in the Executive's possession or control, shall be surrendered to the  Company, in good condition, promptly upon the Executive's termination of employment,  irrespective of the time, manner or cause of termination.       11.  EMPLOYEE COVENANTS  11.1  Acknowledgement  (a) In the course of employment with the Company, the Executive has maintained  and shall maintain close working relationships with the customers, clients,  





 






      suppliers, distributors, consultants, agents and employees of both the  Company and its Member Companies.   (b) Due to the sensitive nature of the Executive's position and the special access  that the Executive has had and will have to both the Company's Confidential  Information (as hereinafter defined) and Intellectual Property (as  hereinafter defined), the Executive will be in a position to irreparably  harm the Company should the Executive (either during the Executive's  employment with the Company, or subsequent to the termination of such  employment) enter into competition with the Company (directly or  indirectly) or otherwise make use of the specialized knowledge, contacts  and connections obtained during the Executive's employment to the  detriment of the Company.  (c) The Executive acknowledges that the unauthorized use or disclosure of such  information could irreparably damage the Company's interests if made  available to a competitor, or if used against the Company for competitive  purposes.   (d) The Executive agrees that the covenants and restrictions contained in this  Section 11 are reasonable and valid in terms of time, scope of activities and  geographical limitations and understands and agrees that they are vital  consideration for the purposes of the Company entering into this  Agreement.   (e) If the covenants and restrictions contained in this Section 11 are found to be  unreasonable to any extent by a court of competent jurisdiction adjudicating  upon the validity of Section 11, whether as to the scope of the restriction,  the area of the restriction or the duration of the restriction, then such  restriction shall be reduced to that which is in fact declared reasonable by such  court, or a subsequent court of competent jurisdiction, requested to make such  a declaration.  11.2 Confidential Information  During the course of the Executive's employment with the Company, the Executive will  have access to and be entrusted with confidential information relating to the Company, its  Member Companies, and their respective customers, clients, suppliers, distributors,  consultants, agents and employees (the "Confidential Information"), the particulars  of which, if disclosed to competitors of the Company or to the general public, would be  detrimental to the best interests of the Company. The Executive, therefore, agrees  that the Confidential Information is the exclusive property of the Company, and that  while employed by the Company and at all times thereafter, the Executive shall not,  without the prior written consent of the Company, (a) reveal, disclose or make known  any Confidential Information to any person; or (b) use the Confidential Information for any  purpose, other than for the purpose of the Company.  11.3 Intellectual Property  (a) All worldwide rights, title and interest in any and all advances, computer  programs, concepts, compositions, data, database technologies, designs,    





 






      discoveries, domain names, drawings, formulae, ideas, improvements,  integrated circuit typographies, inventions, know-how, mask works,  sketches, software, practices, processes, research materials, trade-secrets,  work methods, patents, trade-marks, copyright works and any other  intellectual property (whether registrable or not) produced, made,  composed, written, performed, or designed by the Executive, either alone  or jointly with others, in the course of the Executive's employment with the  Company and in any way relating to the business of the Company (the  "Intellectual Property"), shall vest in and be the exclusive property of the  Company.  (b) Both during the Term and following termination of employment with the  Company, the Executive shall fully and promptly disclose to the Company,  complete details of any Intellectual Property right arising in connection  with the Executive's employment, with the intention that the Company  shall have full knowledge and ownership of the working and practical  applications of such right.  (c) At the expense of the Company, the Executive shall co-operate in executing  all necessary deeds and documents and shall co-operate in all other such  acts and things as the Company may reasonably require in order to vest  such Intellectual Property rights in the name of the Company.  (d) The Executive hereby waives any and all author's, moral, and proprietary  rights that the Executive may now or in the future have in any Intellectual  Property developed in the course of the Executive's employment with the  Company.  (e) The Company shall have the sole and exclusive ownership of and right of  control over any and all business, customers, and goodwill created or  developed by the Executive in the course of the Executive's employment  with the Company, including all information, records, and documents  concerning business and customer accounts and all other instruments,  documents, records, data, and information concerning or relating to the  Company's business activities, interests and pursuits.  11.4 Non-Competition  The Executive shall not, either while employed with the Company or for a period of 24 months  subsequent to the Executive's termination of employment for any reason, without the  Company's express written consent, either as an individual, or in conjunction with any other  person, firm, corporation, or other entity, whether acting as a principal, agent, employee,  consultant, or in any capacity whatsoever, engage in or in any way be concerned with  any business or enterprise relating to film, television and music production and sales,  family programming, merchandising and licensing, and digital content activities  within  Canada and the United States.  11.5 Non-Solicitation  The Executive shall not, either while employed with the Company or for a period of 24 months  subsequent to the Executive's termination of employment for any reason, without the  Company's express written consent, either as an individual, or in conjunction with any other  





 






      person, firm, corporation, or other entity, whether acting as a principal, agent, employee,  consultant, or in any capacity whatsoever:    (a) solicit, attempt to solicit, call upon, or accept the business of any firm,  person or company who is or was a customer, client, supplier or distributor  of the Company or its Member Companies in the last 12 months prior to  the Executive’s termination in respect of the Company's business;  (b) solicit, attempt to solicit, or communicate in any way with any employees  or consultants of the Company or its Member Companies for the purpose  of having such employees employed or in any way engaged by another  person, firm, corporation, or other entity; or  (c) hire, whether as an employee, consultant or otherwise, any person who,  either at the time of the Executive's termination of employment, or who at  any time within the preceding 12-month period, was employed or engaged  by the Company or Member Companies.  11.6 Non-Interference  The Executive shall not, either while employed with the Company or for a period of 12 months  subsequent to the Executive's termination of employment for any reason, without the  Company's express written consent, either as an individual, or in conjunction with any other  person, firm, corporation, or other entity, whether acting as a principal, agent, employee,  consultant, or in any capacity whatsoever:  (a) take advantage of, derive a benefit or otherwise profit from any business  opportunities that the Executive became aware of in the course of  employment with the Company even if the Company does not take  advantage of or exploit such opportunities; or  (b) take any action as a result of which relations between the Company or its  Member Companies and their consultants, customers, clients, suppliers,  distributors, employees or others would reasonably be expected to be  impaired or which might otherwise be reasonably expected to be  detrimental to the business interests or reputation of the Company or its  Member Companies.  12. GENERAL   12.1 Severability  If, in any jurisdiction, any provision of this Agreement or its application to either  Party or circumstance is restricted, prohibited or unenforceable, the provision shall, as  to that jurisdiction, be ineffective only to the extent of the restriction, prohibition  or unenforceability without invalidating the remaining provisions of this  Agreement and without affecting the validity or enforceability of such provision in  any other jurisdiction, or without affecting its application to other parties or  circumstances.  





 






      12.2 Entire Agreement  This Agreement, and the agreements and other documents referenced in this  Agreement (other than the Original Agreement), constitute the entire agreement  between the Parties and set out all the covenants, promises, representations,  conditions and agreements between the Parties in connection with the subject matter  of this Agreement and supersede and replace all prior agreements, understandings,  negotiations and discussions, whether oral or written, pre-contractual or otherwise  (including without limitation the Original Agreement). There are no covenants, promises,  representations, conditions or other agreements, whether oral or written, pre-contractual  or otherwise, express, implied or collateral, between the Parties in connection with  the subject matter of this Agreement except as specifically set forth in this  Agreement and the agreements and other documents referenced in this Agreement.  12.3 Enforcement  All covenants, provisions and restrictions contained in this Agreement, and without  limitation, the covenants, provisions and restrictions contained in Section 11, are  reasonable and valid, and the Executive hereby waives all defenses to the strict  enforcement of such covenants, provisions and restrictions by the Company. Section  11 shall survive the termination of this Agreement, and the Company's obligation to  provide any Separation Package or related continuation of benefits subsequent to  the Executive's termination of employment is conditional upon the Executive's  ongoing compliance with the obligations under Section 11.  12.4 Enurement  This Agreement shall enure to the benefit of and be binding upon the Parties and their  respective successors and assigns, including without limitation, any successor by reason  of amalgamation of the Company and the Executive's heirs, executors, administrators and  personal representatives.    12.5 Assignment  The Executive may not assign any of the Executive's rights or delegate any of the  Executive's duties or responsibilities under this Agreement. The Executive hereby consents  to the Company assigning its rights, duties and obligations under this Agreement to a  Member Company or to a purchaser or transferee of a majority of the Company's  outstanding capital stock or to a purchaser of all, or substantially all of the assets of the  Company, conditional on such Member Company, purchaser or transferee agreeing to  comply with the terms of this Agreement.  12.6 Legal Advice  The Executive acknowledges that the Executive has read and understands the terms  and conditions contained in this Agreement, and that the Company has provided a  reasonable opportunity for the Executive to seek independent legal advice prior to  executing this Agreement.    





 






 





 






Scanned with CamScanner Execution Version  Al\IEND ING AGREEMENT  THIS AMENDING AGREEMENT (the "Agreement'') is made as of July 25, 20 19 (the  " Effective Date").  U E TWEEN:  4384768 CANADA INC.  (the "Company")  -and- DARREN THROOP  (the "Executive")  (each a "Party" and collectively, the "Parties")  RECITALS:  A. The Parties are party to an Employment Agreement dated March 22, 201 7 (the "Or·iginal  Agreement").  B. The Parties wish to amend the Original Agreement as set out herein effective as of April  1, 20 19 (the "Effective Date").  NOW THEREFORE THJS AGHEEIVlEr-~ ~1 \V~TNJ~SSETH that, in consideration of  the premises and the mutual covenants herei rr:tfrc~ :..e; f\Yth, and other good and valuable  consideration, the receipt and sufficiency of \\ ';!Til i ~: ~:cr·;·t-y :1cknowledged by each Party, the  Parties covenant and agree as follows:  ARTICLE I  INTERPRETATiON  1.1 Each term denoted herein by initial capital letters and not otherwise defined shall have  the meaning ascribed thereto in the Original Agreement, unless the context requires  otherwise.  ARTICLE 2  AMENDMENTS  2.1 The Original Agreement is hereby amended as of the Effective Date as follows:  (A) Section I (Definitions) shall be amended by the addition of the following:  





 






Scanned with CamScanner - 2 - "Citange of Control" means the occurrence of any of the e1·ents described in Section  13.3 ofthe Plan;  "Change of Control Separation Package" has the meaning ascribed thereto in Section  10.3 ofthis Agreement;  (B) Section 4 (Base Salary) shall be deleted and replaced with the following:  111e txecutive will be paid an am mal salary of $1,261,750 (the "Base Salary''), payable  in arrears in instalments in accordance with the Company's payroll practices, as  amended from time to time. The Base Salary will be reviewed annually by the Board's  Remuneration Commillee. Future increases, if any, shall be in the sole discretion of the  Remuneration Commillee of the Board.  (C) Section 5.1 (Bonus Eligibility) shall be deleted and replaced with the following:  5.1 Bonus Eligibility  Depending on the achievement of performance criteria mutually agreed to by the Parties,  the Executive shall be eligible to receive an annual bonus of up to 200% of the Base  Salary (the "Bonus'). The Bonus plan shall provide as follows: 90% target  achievement will cause a Bonus payment of 60% of Base Salary; 100% target  achievement will cause a Bonus payment qf 100% of Base Salary; and 110% or more  target achievement will cause a full Bonus payment of 200% of Base Salary. The annual  bonus payment will be calculated on a straight-line basis between a Bonus payment of  60% of Base SalaJy at 90% of target and a Bonus payme111 of 100% of Base Salary at  100% of target and on a straight-line basis between a Bonus payment of 100% of Base  Salary at 100% of target and a Bonus payment of 200% of Base Salary at 200% of target.  (D) Section 6 (Stock Options) shali be deleted and replaced with the following: The  Execulive shall he eltgh!r.: /(' r :.:'fiH' annual grants of Nil-Cost Options  equivalent to up to 300% o f j?1,: ,- ~~(r,'r;7y each fiscal year of the Term following  April 1, 2019, su~ject In lh:: ; ,.t:: ., ./ th!' Emertainment One Ltd. Long Term  Incentive Plan (the ''Plan'') and fhe terms and conditions (including without  limitation pe1jormance cotllltttom) aweed to hy the Remuneration Commillee of  the Board, in its sole discretion.(£) Section 10.2 (Termination by the Company  without Cause) is deleted and replaced with the following:  I 0.2 Termination by the Company wit/tout Cause Outside of a Change of Control  (a) Separation Package -In addition to Section 10.1, other than in the circumstances  described in Section 10.3, the Company may terminate the Executive's  employment at any time, without Cause, during the Term by providing the  Executive with a Separation Package (the "Separation Package'), payable in a  lump sum, equal to 12 months~ Compensation within 11vo weeks of the date on  which the Executive is advised of the termination of his employment and without  any deduction for mitigation, subject to the conditions set out herein. The Bonus  component of the Compensation payable under the Separation Package ,,viii be  equal to 100% of Base Salary.  





 






Scanned with CamScanner - 3 - (h) Continuation qf Certain Benefits - As part qf the Separation Package, the  b·ecutil'e shall also he pnwided ll'ith a continuation (?fall employment related  he11e.(its under section 7 and all perquisites under section 9. except for lmsiness  expenses under section 9. 3. until the earlier (l (i) the end (!f the 12-munth period;  or (ii) the date on 11·hich the hene.fit or perquisite is replaced: fJI'OI'ided. holl'ever,  that hath short and /on~ term di.mhility benefit cm'CI'age ll'ill he discontinued  subsequent to a/~) ' statuto!)' notice period required under the ESA. l'o the extent  JJI'OI'ided, crmtinued col•erage Jmrsuant to the aforementioned Benefit Plans shall  he conditional on the J~'xecu/il'e satisfying the terms cmd conditions required by  the individual insurance policies.  (c) Vesti11g <?f Options- As part C?f the Separation Package, sul?jec//o the rules of the  Plan or the conditions <?f any Options awarded to the Fsecutive, the Executive  shall be entitled to haPe unvested Options continue to l'est during the 12-month  period fulloll'ing the Lxecutive 's termination date. For greater certainty, any  Options that do not Pes/ during the period <?!time applicable to the Separation  Package shall lapse.  (d) Outplaceme/11 - 1he Company shall pay the cost of executive outplacement  counseling services proPided by Knightsbridge or equivalent services provided by  any other.fmn as agreed to by the Parties to a maximum cost for such services of  $25,000.  (e) Telephone and Laptop - Upon termination without Cause under this Section 10. 2,  the 1:-.xecutive may retain his cellular telephone and laptop computer, and may  tramfer his cellular telephone number to his own account a/ his own cost.  (F) A new Section 10.3 is included as follmvs:  10.3 Termination by the Company withr:ut Cmtst:' ~'-<~o!lowing a Change of Control  (a) Change <?f Control Sepam thm P~: :/, .. :,~-;· l,;,y.t•il!ll'/anding Sect;on 10.2, in the  event that the ~~~vecutil•e is ler::··li.';.:-;:,. .... ·,t'l i f ; ~, . · ·: -.:<! !Se :l'ilhin 12 monthsfol/owing a  Change qf Contml, durinx ;!:,.· / !~· ,· ·::. 'i:•~ F:::e::utiw.: shall he provided with a  Change of Control Sepamrio!l h;··.},J£y ; '! J:~· "Change r~f Control Separation  Package '), payable in a lump sum, e:filalto 2-1 months' Compensation within two  1veeks of the date on which the Fvec;util·e is mfloised <?f the termination (?[his  employment ami without any deduction ./(Jr mitigation, su/~jec/ to the conditions  set out herein. the Bonus compone/11 (~/the Compensation payahle under the  Change <?!Control Sepamtion Package II' ill be equal to J 00% (?[Base Sa ICily.  (b) Continuation <?!Certain Benefits - As part<?! the Change qf Contml Separation  Package, the Executil'e shall also he p/'(wided with a continuation <?[ all  employment related hene.f/ts under section 7 and all perquisites under section 9,  except for business expenses under section 9. 3, until the earlier (?f the end of the  24 month period, or the date on which the hen4it or perquisite is replaced;  provided, holl'el'er, that hoth short and long term disahility benefit coverage will  be discontinued subsequent to any stalutmy notice period required under the  ESA. To the extent provided, continued coverage pursuant to the ciforementioned  





 






Scanned with CamScanner - 4 - Benefit Plans slla/1 he conditional un the J-;;xecutil'(! satisfying the terms and  conditions required hy the indil·idual insurance policies.  (c) J ·esting of Options - As part (if the Change of Control Separation Package,  subject to the mles (if the Plan ur the cunditio11s of any Options mmrded tu the  J~xecutil·e, the 1-.~recutiw shall he entitled to h(ll'e lllll'ested Options continue to  \'est durinK the 2-1-molllh period following the txecutil·e's termination date. For  greater certainty, any Options that do not l'est during the period of time  applicable to the Separation Package shall lapse.  (d) Outplacement - The Company shall pay the cost of executh·e outplacement  counseling sen ·ices provided by Knightsbridge or equim lent services provided by  any other firm as agreed to hy the Parties to a maximum cost f or such services of  $25,000.  (e) Telephone and l aptop- Upon termination ll'ithout Cause under this Section 10. 3,  the Executive may retain his cellular telephone and laptop computer and may  transfer his cellular telephone number to his ow11 account at his 0'1-1'11 cost.  (G) Section 10.3 (Termination for Good Reason) shall become Section 10.4 and  deleted and replaced as fo llows:  I 0.4 Termination for Good Reason  If the Executive's employment is terminated hy the F.xecutil•e fur Good Reason. then he  will recei1·e (a) the Separation Package under Section !0.2 u!Jo, ·e. if such termination  occurs outside of the 12-month periodfol/oll'ing a ('lf:•::ge r~f Control; or (h) the Change  of Control Separation Package under Sec/lOll Ju.3 d •on:. ~~ such tenuination occurs  within 12 monthsfolloll'ing a C'hange of Co.'!! mi. s.d:j'-·,;r M ,.;ie cundttions set out herein  (H) Section 10.4 (Separation Package Deemed P.:.asonable and Sufficient) shall  become Section 10.5 and deleted and replaced with the following:  10.5 Separation Package or Change of Control Separation Package Deemed  Reasonable and Sufficient  (a) In consideration of the Separation Package, or the Change (if Control Separation  Package, as applicahle, the l~xecutil ·e expressly ll'ail•es any rights to notice of  termination or pay in lieu there(?!. ll'hether under statute (including without  limitation the /~SA), common !all', cil'il law or otherll'ise. The F:xecutive  acknowledges that the Separation Package or Jhe C'hange of Control Separation  Package, as applicahle, supersedes and replaces any and all rights to reasonable  notice (if termination that the J-7xecutive might otherwise he entitled to at common  law. The 1;;xecutil'e agrees that the payments and other benefits include all  amounts and entitlements owing for notice (?!termination, pay in lieu of notice,  and severance pay, ll'hether under contract. the 1~'SA. common law, or otherwise.  As a condition of. and prior to, receiving the paymellfs and benefits of the  Separation Package or the Change of Control Separation Package (as  applicable) which exceed the minimum requirements of the ESA, the Exccutil·e  





 






Scanned with CamScanner - 5 - shall sign a Release acceptable to the Company prior to receiving the Separation  Package or the Change ofComrol Separation Package, as applicable. In no event  is the Executive is entitled to holh the Separation Package and the Change of  Control Separation Package.  (b) ll1e Executive shall not disclose the terms or the nature C?f the Sepamtion  Package or the Change of Control Separation Package, as applicable, save and  except to the Executive's .~pause (if applicable), legal and financial advisors, and  as may be required by law.  (c) Except as set out above, the Executive shall not be entitled to any other sa/cay or  benefits C?f employment on termination without Cause or resignation for Good  Reason. l11e Parties acknowledge and agree that it is the intent of the Parties to  comply with the ESA.  (1) Section 10.5 (Termination by Executive without Good Reason) shall become  Section I 0.6 and Section I 0.6 (Actions Required Upon Termination) shall  become Section 10.7.  (J) Section 11.4 (Non-Competition) shall be amended by replacing the words "24  months·· in the first sentence with the words "12 months··.  (K) A new Section 12 shall be added as follows:  12. SHAREHOLDING GUIDELINES  In order to better align the Executive's interests with shareholder interests, share  ownership guidelines have been adopted for the Executive. Without limitation, these  guidelines provide that:  (a) No later than April 1, 2021, the b·ecntive shall he expected to hold shares in  Entertainment One Ltd. ll'ilh a market :;afue equal to 500% of the Base Sa/my.  Shares suNect to awcmJs whir:il hrr:·.: I'Of;' d hur hove not heen realised (e.g. still  within the holding period) s/;cr/.! :;o::•.:: f! ; i : ·:,l·~·:..:t (?f these guidelines on a net qf  assumed tax basis;  (b) once the f~'xecutive has achic: l'r~d fu:·; .h1.m: (111'/lership requirement, the E"(ecutive  will he required to maintam ul lee.>.- !haf !cl'el f or the duration (?f the Executive's  employment, and shall in any event hold any sharesfor two years following their  vesting date;  (c) from April /, 20/9, any grants under the Plan will include provisions that the  holding period applies to new awards under the Plan;  (d) in the event that the Executive is terminated without Cause during the Term, any  unvested award will vest subject to sati.'ifaction qf the pe1jormance conditions. In  the event that the Executive is terminated with Cause, any outstanding unvested  awards will/apse in.fu/1 on the termination date;  





 






Scanned with CamScanner - 6 - (e) the J;;xecutil·e shall he required to maintain the slwrelwldin;: fe,·e/ set out in  suhsection (a) until the .firsr-year annil ·ersmJ• date .fol!oll'ill}! termination (if  emplr~J·menr .for Oil)' reawm. a11cl at/east 50% (!(such sharelwhlinJ! le1·e/ hetll'ee/1  the first alll l seco!ld-allllil'ersm:r dmes .fol/ull'i!IJ! termination £if employment:  JH·m·ided. ho11'e1·er. that such requirement ll'ould only app~v to shares acquired  from Plan a 11·ards ;:ramecl.fol!u ll'ing April I. 20/9 and ll'ould not apply to shares  already acquireci.fmm incentil•es and personal investments.  In the e1•ent that these ,;uidelines are not adhered tu hy the F:xecutive. any outs/a11ding  1111\'ested a 11·ards under the f J!clll ll'i/1 lapse 0 11 the first-year Cllllliverscny date following  termination £?( employment/or any reason.  (L) Section I 2 (General) shall become Section I 3.  ARTICLE 3  GENERAL  3. 1 This Agreement is supplemental to and shall be read with and be deemed to be part ofthe  Original Agreement.  3.2 This Agreement shall be construed and interpreted in accordance with the laws of the  Province of Ontario and the federal laws of Canada applicable therein.  3.3 All terms and conditions of the Original Agreement other than as amended hereby are  hereby confirmed and ratified in all respects anci shall comirvJ•• m fi1ll force and effect.  The Parties acknowledge and agree that tbe E:-:ecutive ~in:i t !1c [ xceutive' s employment  shall be bound by the terms of the Original Agreemen: .>.~ ;m·,(:l!d(!d herein. effective as of  the Effective Date.  3.4 The provisions of this Agreement shall enure tl' the !);: nc~·) , ·:-:!· c:nc be hinding upon the  Parties and their respective heirs, administrators. txetaJi.or:::.. successors (including any  successor by reason of amalgamation of any Par1 y) and pcrrmtted assigns.  3.5 l f any term or other provision of this Agreement is invalid, illegal or incapable of being  enforced by any rule of law or public policy, all other condi tions and provisions of thi s  Agreement shal l nevertheless remai n in ful l force and efTect. Upon such determination  that any term or other provision is invalid, illegal or incapable of being enforced, the  Part ies shall negotiate in good fa ith to mod ify this Agreement so as to effect the original  intent of the Parties as closely as possible in a mutually acceptable manner in order that  the terms of this Agreement remain as originall y contemplated to the fi.tll est extent  possible.  3.6 This Agreement may be executed in any number of' counterpat1s and by the different  Parties hereto in separate counterparts, with the same efl'ect as if all Parties had signed the  same document. All such counterparts will be deemed to be an original, shall be  construed together and shall constitute one and the same agreement. The Par1ies hereto  agree that this Agreement may be transmitted by facsimile and that reproduction of  signatures by facsimile will be treated as binding as if' originals and each Party hereto  





 






Scanned with CamScanner - 7 - undertakes to provide each and every Party with a copy of the Agreement bearing  original signatures forthwith upon demand .  IN WITNESS OF WHICH the parties have duly executed this Agreement on the date first  written above.  SIGNED, SEALED & DELIVERE:Q  In the presence of:  o/r~~  4384768 CANADA INC.  Title:  





 






 





 






 





 






 





 






 





 






 





 






20 February