Lions Gate Entertainment Corp. (NYSE:LGF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Lions Gate Entertainment Corp. (NYSE:LGF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
On December 28, 2016, the Compensation Committee of the Board of
Directors (the Compensation Committee) of Lions Gate Entertainment
Corp. (the Company) approved the terms of a new employment
agreement to be entered into by Lions Gate Entertainment Inc., a
wholly-owned subsidiary of the Company, and James W. Barge, the
Companys Chief Financial Officer. The new agreement has a four-year
term that commenced on October 1, 2016 and supersedes Mr. Barges
prior employment agreement.
The following summary of the new agreement for Mr. Barge is
qualified in its entirety by the provisions of the agreement, which
is filed herewith as Exhibit 10.1 and incorporated herein by
reference.
Under the agreement, Mr. Barge will receive an annual base salary
of $1,000,000 for the four-year term of the agreement. Mr. Barge is
also eligible for an annual incentive bonus, such bonus to be
determined at the full discretion of the Compensation Committee in
consultation with the Companys Chief Executive Officer, with the
target amount of Mr. Barges annual bonus being 50% of his base
salary. Mr. Barge is also eligible to receive a special bonus of up
to $1,000,000 if the Company achieves certain performance goals in
connection with its acquisition of Starz. In addition, Mr. Barge
has been granted the following equity-based awards in connection
with his new agreement: (i) a time-vesting award of 425,000 share
appreciation rights with respect to the Companys Class B common
shares; (ii) a performance-vesting award of 425,000 share
appreciation rights with respect to the Companys Class B common
shares; and (iii) a time-vesting award of 100,000 restricted share
units with respect to the Companys Class B common shares. Each
award vests in annual installments over the four-year period
commencing October 1, 2016, and vesting of the performance award of
share appreciation rights is also subject to an assessment of Mr.
Barges performance over the 12-month period ending on the
applicable vesting date (or, if the Compensation Committee so
determines, the Companys fiscal year that overlaps with such
period), based on such Company and/or individual performance
criteria determined by the Compensation Committee in consultation
with the Companys Chief Executive Officer. In each case, the
Company has discretion to settle these equity-based awards in cash,
Class A common shares, Class B common shares or a combination
thereof. The agreement also provides for Mr. Barge to participate
in the Company’s usual benefit programs and perquisites for
executives at his level.
The agreement also provides that, if Mr. Barges employment is
terminated by the Company without cause (as defined in the
agreement), he would be entitled to a severance payment equal to
50% of his base salary for the remainder of the term of the
agreement, but in no event less than the greater of 12 months of
his base salary or the amount he would receive under the Companys
severance policy for non-contract employees that is in effect at
the time of termination (the severance policy), a prorated bonus
for the fiscal year in which his termination occurs and payment
of his COBRA premiums for up to six months. However, if Mr.
Barges employment is terminated by the Company without cause or
by him for good reason, and such termination occurs within 12
months after a change in control or a change in management (as
such terms are defined in the agreement), he would be entitled to
a severance payment equal to 50% of his base salary for the
remainder of the term (but in no event less than the greater of
12 months of his base salary (or $2,500,000 in the case of such a
termination following a change in control) or the amount he would
receive under the severance policy), in addition to the pro-rated
bonus and payment of COBRA premiums noted above. In addition, if
Mr. Barges employment is terminated by the Company without cause
(or if he resigns for good reason within 12 months following a
change in management or a change in control), the equity awards
granted to him to the agreement (as well as any other equity
awards granted to him by the Company prior to or during the term
of the agreement), to the extent then outstanding and unvested,
would become fully vested. Such outstanding equity awards would
also become fully vested if Mr. Barges employment terminates due
to his death or disability.>Mr. Barges right to receive the
severance payments and benefits under his agreement is subject to
his execution of a release of claims in favor of the Company.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Employment Agreement between Lions Gate Entertainment
Inc. and James W. Barge dated December 28, 2016.


About Lions Gate Entertainment Corp. (NYSE:LGF)

Lions Gate Entertainment Corp. is engaged in motion picture production and distribution, television programming and syndication, home entertainment, international distribution and sales, branded channel platforms, interactive ventures and games and location-based entertainment. The Company operates through two segments: Motion Pictures and Television Production. The Company’s Motion Pictures segment consists of the development and production of feature films, acquisition of North American and around the world distribution rights, North American theatrical, home entertainment and television distribution of feature films produced and acquired, and around the world licensing of distribution rights to feature films produced and acquired. The Company’s Television Production segment consists of the development, production and around the world distribution of television productions, including television series, television movies, and mini-series and non-fiction programming.

Lions Gate Entertainment Corp. (NYSE:LGF) Recent Trading Information

Lions Gate Entertainment Corp. (NYSE:LGF) closed its last trading session at 26.09 with 7,537,958 shares trading hands.