EXHIBIT 10.9
AMENDMENT AGREEMENT
This Amendment Agreement ("Amendment Agreement") is entered into this
10th day of August, 2002, by and between Lions Gate Entertainment Corp and its
subsidiaries ("Employer") and Marni Wieshofer ("Employee"). In this regard,
Reference is by made to that certain Employment Agreement ("Agreement") by and
between Lions Gate and Employee, dated as of August 26, 2000.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Lions Gate and Employee agree to amend the
Agreement as set forth herein below:
Condition Precedent: This Amendment Agreement is conditioned upon
Employee signing and returning to Lions Gate the General Release Agreement
attached hereto.
AMENDMENT TO THE AGREEMENT:
The following provisions shall be effective as of September 13, 2002.
The paragraph references are to the paragraph numbers in the Agreement:
1. Employment: Paragraph 1 of the Agreement shall be deemed deleted in
its entirety. The following paragraph shall be inserted in its place:
RESIGNATION: Effective September 13, 2002 (the "Effective Date"),
Employee shall resign from Employee's position as Lions Gate's Chief Financial
Officer. Lions Gate shall accept such resignation. In this regard, Employee
shall undertake and perform all of the following:
(i) Employee shall resign from her positions as an officer and/or
director, as applicable, of any and all of Lions Gate's
subsidiaries, single purpose entities, affiliates, or other
companies in which Lions Gate has an equity interest; and
(ii) Employee shall sign all documents required to remove
Employee's signing authority in connection with any and all
bank accounts and other financial instruments concerning Lions
Gate.
In the event that Employee fails to deliver any documents (the
"Documents") requested by Lions Gate to accomplish the purposes set forth in
sub-paragraph (i) and (ii), above, Employee hereby irrevocably appoints Lions
Gate to execute any such documents as Employee's attorney-in-fact, such power
being coupled with an interest.
NEW TITLE: As of the Effective Date through the end of the Term, Lions
Gate hereby agrees to employ Employee on an exclusive basis in the position of
Executive Vice President, Corporate Development, and Employee hereby agrees to
accept such engagement. In this capacity, among other responsibilities related
to the finance department of Lions Gate, Employee shall perform all of the
following services from her home or at such other places as Lions Gate may
reasonably designate:
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(i) Employee shall cooperate with Lions Gate's executives in
transferring Employee's knowledge, information, and files
pertaining to Lions Gate to other executives at Lions Gate.
Employee shall be responsive to all of Lions Gate's questions
in this regard; and
(ii) Employee shall work on special projects as directed by Lions
Gate including, but not limited to, the analysis and
evaluation of Lions Gate corporate opportunities in the areas
of mergers, acquisitions and sales of Lions Gate assets.
2. Term: Paragraph 2 shall be deemed deleted from the Agreement in its
entirety and the following Paragraph shall be inserted in its place.
The Term of the Agreement shall end on August 26, 2003, unless
terminated earlier as set forth below or as described under the other
provisions of this Agreement:
As of the Effective Date, Employee shall have the affirmative duty to
engage in reasonable good faith efforts to secure other employment
("Third Party Employment"). In the event that Employee does secure Third
Party Employment with compensation equal to the market rate for a person
of Employee's skill, training and experience, Employee shall be entitled
to accept such Third Party Employment. This Agreement shall be deemed
terminated as of the date that Employee accepts such Third Party
Employment opportunity and Lions Gate shall have no further obligations
to Employee except to pay Employee, on a monthly basis, through August
26, 2003, the difference between the compensation Employee would have
earned under this Agreement (inclusive of the housing allowance) and the
compensation Employee earns in connection with the Third Party
Employment ("Mitigated Payment"). For the purpose of clarity, after
taking into consideration Employee's housing allowance, Employee's
monthly compensation under this Agreement is equal to $25,833.34. Lions
Gate shall have the right to make all required deductions and
withholdings in connection with the Mitigated Payment.
In addition, Employee shall be entitled to a bonus of $20,000 upon
execution hereof.
Employee shall not be entitled to structure her Third Party Employment
arrangement with purpose of increasing the amount of the Mitigated
Payment. It shall be a material breach of this Agreement and Lions Gate
shall have the right to terminate Employee for cause in the event that
Employee structures her Third Party Employment agreement with the
effect of Employee receiving reduced compensation under such Third
Party Employment agreement prior to Augusts 26, 2003 and increased
compensation at a point in time after August 26, 2003.
Notwithstanding the foregoing, in the event that Employee's work-load
is substantially and in effect full-time employment (i.e. in excess of
thirty five hours per week), Employee shall not have the affirmative
duty to engage in reasonable good faith efforts to secure Third Party
Employment, but Employee may do so at Employee's election.
In the event that Employee secures Third Party Employment, Employee
shall nonetheless remain reasonably available to Lions Gate (even after
commencing such Third Party
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Employment) for the purpose of consulting with Lions Gate and
transferring Employee's knowledge, information, and files pertaining to
Lions Gate to other executives at Lions Gate. Employee shall also make
herself reasonably available to testify at any legal proceedings
pertaining to Lions Gate where her testimony may be required.
In the event that Employee has not secured Third Party Employment by
May 26, 2003, then, unless Employee so requests, Lions Gate shall not
assign Employee any substantial employment responsibilities after such
date.
5. Options: Paragraph 5(c) and (d) shall be deemed deleted from the
Agreement in their entirety and the following Paragraph 5(c) shall be inserted
in its place:
"5(c). Employee (or Employee's estate in the event of the death of
Employee) shall have twelve months from August 23, 2003 to exercise all vested
stock options."
The 25,000 stock options that are scheduled to vest on August 23, 2003,
shall vest on Employee's last day of employment whenever such day may be.
7. Perks: The following sentence shall be added to Paragraph 7 of the
Agreement:
Employee shall be entitled to a lap-top computer during the Term
hereof.
Employee shall continue to be designated as a named insured under Lions
Gate's D&O Liability Insurance Policy notwithstanding Employee's change of title
and responsibility.
To the extent permitted by law and all applicable rules and
regulations, Employee and Lions Gate shall mutually approve the press release
announcing Employee's change of status.
9. Vacation: Paragraph 9 of the Agreement shall be deemed deleted in its
entirety. The following paragraph shall be inserted in its place:
Upon the execution hereof, Lions Gate shall pay Employee the sum of
US$65,577, subject to any required withholdings and deductions in full and
complete satisfaction of any and all vacation time that Employee has accrued as
of the date hereof. Employee shall not be entitled to any additional paid
vacation time during the Term. However, Employee shall be entitled to take four
weeks vacation. During such vacation, Employee shall receive her regular salary,
but Employee shall not be paid out for such vacation time in the event that
Employee does not use such vacation time.
10. Notices: Paragraph 10 of the Agreement shall be deemed deleted in
its entirety. The following paragraph shall be inserted in its place:
All notices to be given pursuant to this agreement shall be effected either by
mail or personal delivery in writing as follows:
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Lions Gate:
Lions Gate Entertainment
4553 Glencoe Avenue, Suite 200
Marina del Rey, California 90292
Attention: General Counsel
Employee:
Marni Wieshofer
c/o Lions Gate Entertainment
4553 Glencoe Avenue, Suite 200
Marina del Rey, California 90292
16. Change of Control: Paragraph 16 shall be deemed deleted from this
Agreement in its entirety.
The remaining terms of the Agreement, as amended hereby, to remain in
full force and effect.
Dated: October 1, 2002 Dated: October 1, 2003
For Lions Gate Entertainment Corp
/s/ Marni Wieshofer By: /s/ Jon Feltheimer
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Marni Wieshofer Its: CEO
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