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For each fiscal year during the Term, Employee shall be entitled to receive annual performance bonuses with a target of twenty-five percent (25%) of his Base Salary based on such company and/or individual performance criteria as determined by the Compensation Committee (the “CCLG”) of Lions Gate Entertainment Corp. (“Lions Gate”), in its discretion and in consultation with the CEO of the Company, provided that Employee must be employed with the Company through the end of the Company’s fiscal year and at the time when such bonus, if earned, is paid to be eligible to receive a bonus for a given fiscal year; provided, however, such bonus shall still be paid if Employee is terminated “without cause” pursuant to Section 7(a)(v) below (x) in full if such termination occurs during the period following the end of such fiscal year and prior to the scheduled payment date for such bonus, and (y) as a prorated bonus if such termination occurs during a fiscal year as provided in Section 7(a)(v). Any such bonus will be paid as soon as practicable after the end of the applicable fiscal year and in all events within the “short-term deferral” period provided under Treasury Regulation Section 1.409A-1(a)(4).

EBITDA Bonus. For each fiscal year during the Term, Employee shall be entitled to receive an additional annual bonus based on the Company’s attainment of an EBITDA target (the “E Target”) if such E Target is attained in the following amounts:

If the Company attains at least 105% of the E Target, Employee shall receive a bonus equal to 12.5% of his Base Salary;

If the Company attains at least 115% of the E Target, Employee shall receive an additional bonus equal to 12.5% of his Base Salary.

Credit Facility Bonus. In the event that, during the Term, the Company either refinances its existing corporate credit facility or closes a corporate credit facility for a commitment amount of not less than $600 million, Employee shall be entitled to receive an additional one-time bonus in the amount of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) (the “Credit Facility Bonus”). The Company acknowledges that as of the date hereof, Employee has earned such Credit Facility Bonus The Credit Facility Bonus will be paid as soon as practicable after the close

Vesting. Subject to Section 5(a)(ii) below, the Grant and the Option shall vest as follows:

the first 25,000 shares of the Grant and the right to purchase the first 41,667 shares of the Option will vest on the 1^st anniversary of the Award Date;

an additional 25,000 shares of the Grant and the right to purchase an additional 41,667 shares of the Option will vest on the 2^nd anniversary of the Award Date;

the final 25,000 shares of the Grant and the right to purchase the final 41,666 shares of the Option will vest on September 30, 2015.

Continuance of Employment. The vesting schedule in Section 5(a)(i) above requires Employee’s continued employment with the Company through each applicable vesting date as a condition to the vesting of the applicable installment of the Grant or the Option and the rights and benefits thereto.

Vesting. Subject to Section 5(b)(ii) below, the Performance Grant and the Performance Option shall be eligible to vest as follows (each vesting date a “Performance Vesting Date”):

the first 25,000 shares of the Performance Grant and the right to purchase the first 41,667 shares of the Performance Option will vest on the 1^st anniversary of the Award Date;

an additional 25,000 shares of the Performance Grant and the right to purchase an additional 41,667 shares of the Performance Option will vest on the 2^nd anniversary of the Award Date;

the final 25,000 shares of the Performance Grant and the right to purchase the final 41,666 shares of the Performance Option will vest on September 30, 2015.

Continuance of Employment. The vesting schedule in Section 5(b)(i) above requires Employee’s continued employment with the Company through each applicable vesting date as a condition to the vesting of the applicable installment of the Performance Grant or the Performance Option and the rights and benefits thereto.

if any person, other than (A) any person who holds or controls entities that, in the aggregate (including the holdings of such person), hold or control twenty-five percent (25%) or more of the outstanding shares of Lions Gate on the date of execution of this Agreement of each party hereto (collectively, a “Twenty-Five Percent Holder”) or (B) a trustee or other fiduciary holding securities of Lions Gate under an employee benefit plan of Lions Gate, becomes the beneficial owner, directly or indirectly, of securities of Lions Gate representing thirty-three percent (33%) or more of the outstanding shares 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 Lions Gate, excluding any transactions or series of transactions involving a sale or other disposition of securities of Lions Gate by a Twenty-Five Percent Holder;

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 Lions Gate, there is a sale or disposition of thirty-three percent (33%) or more of Lions Gate's assets (or consummation of any transaction, or series of related transactions, having similar effect);

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 Lions Gate, 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;

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 Lions Gate (excluding any sale or other disposition of securities of Lions Gate by a Twenty-Five Percent Holder in a single transaction or a series of transactions), a shareholder or group of shareholders acting in concert, other than a Twenty-Five Percent Holder in a single transaction or a series of transactions, obtain control of thirty-three percent (33%) or more of the outstanding shares of Lions Gate;

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 Lions Gate, a shareholder or group of shareholders acting in concert obtain control of half of the Board, excluding any transactions or series of transactions involving a sale or other

if there is a dissolution or liquidation of Lions Gate; or

if there is any transaction or series of related transactions that has the substantial effect of any or more of the foregoing, excluding any transaction or series of transactions involving a Twenty-Five Percent Holder.

The mutual written agreement between the Company and Employee;

The death of Employee;

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;

The determination on the part of the Company that “cause” exists for termination of this Agreement. As used herein, “cause” is defined as the occurrence of any of the following:

Employee’s conviction of a felony or plea of nolo contendere to a felony (other than a traffic violation);

commission, by act or omission, of any material act of dishonesty in the performance of Employee’s duties hereunder;

material breach of this Agreement by Employee; or

any act of misconduct by Employee having a substantial adverse effect on the business or reputation of the Company.

Employee is terminated “without cause.” Termination “without cause” shall be defined as 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,” subject to Employee’s execution and delivery to the Company of a general release of claims in a form acceptable to the Company not more than twenty-one (21) days after the date of such termination (and Employee’s not revoking such release within any revocation period provided under applicable law), Employee shall be entitled to receive a severance payment equal to 50% of the amount of the Base Salary that 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 no less than the greater of either (i) six (6) months’ Base Salary, or (ii) the amount Employee would receive from the Company’s severance policy for non-contract employees that is in effect at the time of termination; provided however that in the event such a termination “without cause” occurs on or within six (6) months following a Change of Control or a Change in Management, instead of the severance payment provided for above, Employee shall be entitled to receive a severance payment equal to the greater of (x) 100% of the amount of the Base Salary that 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, (y) the amount Employee would receive from the Company’s severance policy for non-contract employees that is in effect at the time of termination, or (z) twelve (12) months’ Base Salary, all subject to Employee’s obligation to mitigate in accordance with California law. Subject to the release provision set forth above, such severance payment shall be made in cash in a lump sum as

the Company shall pay Employee’s COBRA coverage until the earlier of either six (6) months following the date of termination or the date Employee secures new employment and is eligible for health care benefits;

Employee shall be eligible for a bonus amount based upon the criteria in Section 2(c)(i) above, prorated to reflect the actual length of Employee’s employment with the Company during the fiscal year in which the termination occurs, on the date that such bonus, if any, is payable; and

Employee shall be eligible for a bonus amount based upon the criteria in Section 2(c)(ii) above, prorated to reflect the actual length of Employee’s employment with the Company during the fiscal year in which the termination occurs, on the date that such bonus, if any, is payable; provided however that in the event such termination “without cause” occurs on or within six (6) months following a Change in Management, instead of this prorated bonus amount Employee shall be paid each bonus provided for in Section 2(c)(ii) above (on the basis that the Company attains at least 105% of the E Target and at the same time such bonus would otherwise have been paid under such section and in all events not later than the end of the calendar year in which such fiscal year ends) through the conclusion of the Term as if this Agreement had not been terminated, subject to Employee’s obligation to mitigate such bonus amounts in accordance with California law.