exv10w13



 





Exhibit
10.13




March 28, 2007




Mr. Steve Beeks

523 Eleventh St.

Santa Monica, CA 90402



RE:     Employment Agreement



Dear Mr. Beeks:




          On behalf of Lions Gate Films Inc. (“Company”), this is to confirm the terms of your
employment by the Company. We refer to you herein as “Employee.” Company and Employee agree that
on April 1, 2007 the terms of this agreement (“Agreement”) shall replace and supersede the
Employment Agreement dated December 15, 2003 between Employee and the Company, with the exception
of Section 8 and Exhibit A of said agreement, which shall remain in full force and effect. Until
April 1, 2007, the Employment Agreement dated December 15, 2003 shall govern. The terms of
Employee’s employment are as follows:




     1. TERM



          (a) The term of this agreement (“Agreement”) will begin April 1, 2007 and end
April 1, 2011 (“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 Company hires a senior executive with
responsibilities extending over Lions Gate Films, Company may change
Employee’s title to Co-Chief Operating Officer;
	 
	 	(ii)	 	in the event that 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, 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


 









 









Mr. Steve Beeks

March 28, 2007

Page 2 of 14






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 Company.




          (b) So long as this Agreement shall continue in effect, Employee shall devote 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 April 1, 2011 — 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. 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



 








 





Mr. Steve Beeks

March 28, 2007

Page 3 of 14








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 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.




	 	(ii)	 	Employee shall be entitled to receive performance bonuses at the full
discretion of the CEO of the Company.





     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 the 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.




 









 








Mr. Steve Beeks

March 28, 2007

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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”) 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.
	 
	 	(ii)	 	Vesting. Notwithstanding Section 5(d) and (e), and
subject to Section 5(b)(iii) below, the Performance Grant shall be eligible to




 









 











Mr. Steve Beeks

March 28, 2007

Page 5 of 14








	 	 	 	vest based on the following schedule (“Performance Vesting Dates):






	 	(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.





          (c) Option.





	 	(i)	 	The Company shall also request that the CCLG authorize and
grant Employee the right (the “Option”) to purchase 425,000 common




 









 











Mr. Steve Beeks

March 28, 2007

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	 	 	 	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 shares 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, except with respect to any transactions that management may be
contemplating as of March 22, 2007:






	 	(A)	 	if any person, other than a trustee or
other fiduciary holding securities of the Company under an employee
benefit plan of the Company, becomes the beneficial owner, directly
or





 









 










Mr. Steve Beeks

March 28, 2007

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	 	 	 	indirectly, of securities of the Company representing 33% or more
of the outstanding shares of common stock of the
Company 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 the Company;






	 	(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 the Company, there is a
sale or disposition of 33% or more of the Company’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 the Company, there
occurs a change or series of changes in the composition of the Board
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 the Company, 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 the Company, 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
the Company; 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. Any and all grants and options granted
under such prior agreements shall be unaffected by this Agreement.





 









 








Mr. Steve Beeks

March 28, 2007

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     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 days of
written notice;
	 
	 	(iv)	 	The determination on the part of the Company that “cause”
exists for termination of this Agreement; “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)	 	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;




 









 











Mr. Steve Beeks

March 28, 2007

Page 9 of 14








	 	 	 	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 not cure is 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 subparagraphs (a)(i)-(v) above. In the event of a
termination “without cause”, Employee shall be entitled to receive, at the
Company’s discretion, either






	 	(A)	 	a continued Base Salary as set
forth in Section 2 through the conclusion of the Term, subject to
Employee’s obligation to mitigate in accordance with California
Law; or
	 
	 	(B)	 	a severance amount equal to 50% of
the balance of the compensation still owing to Employee under
Section 2 hereof at the time of termination, but no less than the
greater of either six (6) months’ salary or 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, which payment shall relieve the Company of any and
all obligations to Employee.





          (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 termination and (ii)
Employee shall continue to be bound by Sections 9, 10, 11, 12, 14 and 15. If this Agreement is
terminated for any reason, in fact, Sections 9, 10, 11, 12, 14 and 15 shall survive and be binding
upon Employee post termination.




          (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,
Employee shall receive the greater of either fifty percent (50%) of the compensation still owing to
Employee under Section 2 hereof at the time of




 









 








Mr. Steve Beeks

March 28, 2007

Page 10 of 14






termination or ONE MILLION FIVE HUNDRED THOUSAND
DOLLARS ($1,500,000.00).




     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) 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



 









 







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March 28, 2007

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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 Employee’s employment with Company, Employee
shall deliver to Company all documents, computer disks or



 









 







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March 28, 2007

Page 12 of 14






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. 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




 









 








Mr. Steve Beeks

March 28, 2007

Page 13 of 14






Courtesy Copy:




 


 


 


 



     14. 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 such
provision or condition at any other time.




     15. 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.




          (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.




[Remainder of page intentionally left blank]





 









 








Mr. Steve Beeks

March 28, 2007

Page 14 of 14







          Please acknowledge your confirmation of the above terms by signing below where indicated and
returning this letter to me.




          Steve, please call Nancy Coleman at (310) 255-3929 if you have any questions.




Very truly yours,




LIONS GATE FILMS INC.




	 	 	 
	/s/ Wayne Levin

	 	 
	 

Wayne Levin

	 	 
	Executive Vice President and General Counsel
	 	 
	 
	 	 
	AGREED AND ACCEPTED
	 	 
	This 29th day of May, 2007
	 	 
	 
	 	 
	/s/ STEVE BEEKS
	 	 
	 

STEVE BEEKS