Common use of Continued Benefits Clause in Contracts

Continued Benefits. In the event that any cash bonuses have been paid to you following the Commencement Date, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Term, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following the Commencement Date; provided, however, that, in the event that the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2017 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2016 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining annual cash bonuses of Studio’s other executive officers). In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean the period commencing on the date that the Employment Term is terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Term.

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period Employment Term with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) awarded to you, if any, following the Commencement Date; provided, however, that, in the event that you during the Employment Term is terminated other than (provided that for cause or on account purposes of incapacity prior to the date in 2017 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the computing such Bonus Equivalent Payment Payments you shall be deemed to be the have received an annual cash bonus that you would have received for 2016 had you remained an employee until calendar year 2007 performance equal to the Bonus Determination Date product of (computed in x) the manner generally used in determining actual annual cash bonuses of Studio’s other executive officersbonus (including any $0 bonuses) awarded to you for such period and (y) 1.50). In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Equivalent Year to which such Bonus Equivalent Payment relates, and . In the Bonus Equivalent Payment relating event of termination of your employment without cause pursuant to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, all the equity-based compensation specified in Paragraph 4.b hereof held by you shall accelerate vesting (with respect to grants having performance-based vesting criteria, on the basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the other terms and conditions of the grants, remain exercisable for the remainder of the term “Continuation Period” shall mean of the period commencing grant; however, you will not be entitled to receive any future equity-based compensation. In the case of restricted stock units that are subject to performance-based vesting criteria, such awards will be settled on the seventieth (70th) day after the date that such awards become vested. With respect to restricted stock units that are subject to time-based vesting criteria, such awards will be settled within thirty (30) days following your termination of employment. In the event your employment is terminated without cause pursuant to this Paragraph 12 prior to your initial grant of incentive equity-based compensation as specified in Paragraph 4.b.(ii), then you shall receive a cash payment (subject to applicable withholding) of Seven Hundred and Fifty Thousand Dollars ($750,000) in addition to the other payments and benefits specified in this Paragraph 12. If your services are terminated pursuant to this paragraph, you shall not be obligated to secure other employment to mitigate damages incurred by Studio or any payment due you as a result of your termination hereunder; provided that any compensation earned from any employment obtained by you during the remainder of the Employment Term is will reduce on a dollar-for-dollar basis Studio’s payment obligations under this Agreement, except if your services are terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined provided in Paragraph 25), then 25 hereof. You agree that you will have no rights or remedies in the Continuation Period shall instead end on event of your termination without cause other than those set forth in the later of Agreement to the Expiration Date and the second anniversary of the termination of the Employment Termmaximum extent required by law.

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period Employment Term with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following the Commencement Date; provided, however, that, in the event that during the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2017 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2016 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining annual cash bonuses of Studio’s other executive officers)Term. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period Employment Term shall be pro-rated based on the number of days prior to the expiration of the Continuation Period Employment Term during such calendar year. For purposes In the event of termination of your employment without cause pursuant to this Paragraph 12, all the equity-based compensation held by you shall accelerate vesting (with respect to grants having performance-based vesting criteria, on the basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the other terms and conditions of the grants, remain exercisable for the remainder of the term “Continuation Period” of the grant; however, you will not be entitled to receive any future equity-based compensation. All such outstanding restricted stock units (whether subject to time-based or performance-based vesting criteria) will be settled not later than thirty (30) days following your termination of employment. If your services are terminated pursuant to this paragraph, you shall mean not be obligated to secure other employment to mitigate damages incurred by Studio or any payment due you as a result of your termination hereunder; provided that any compensation earned from any employment obtained by you during the period commencing on the date that remainder of the Employment Term is will reduce on a dollar-for-dollar basis Studio’s payment obligations under this Agreement, except if your services are terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined provided in Paragraph 25), then 25 hereof. You agree that you will have no rights or remedies in the Continuation Period shall instead end on event of your termination without cause other than those set forth in the later of Agreement to the Expiration Date and the second anniversary of the termination of the Employment Termmaximum extent required by law.

Continued Benefits. In the event that any cash bonuses have been paid to you following with respect to any of the Commencement Datethree fiscal years that ended prior to the date of termination of your employment (such period, the “Bonus Look Back Period”), or in the event that you have received a grant of equity-based awards in lieu of payment of a cash bonus with respect to any fiscal year during the Bonus Look Back Period, you shall also be entitled to receive, with respect to each complete or partial calendar year that ends on or prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average of the sum of (i) the annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following during the Commencement Date; providedBonus Look Back Period, however, that, in plus (ii) the event that aggregate grant-date value (which value shall be determined using the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2017 on which same methodology employed by the Compensation Committee determines for determining the annual value of the relevant award at the time of grant) of each equity-based award, if any, that was granted to you in lieu of all or a portion of a cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then bonus during the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2016 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining annual cash bonuses of Studio’s other executive officers)Look Back Period. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall be defined as follows: (A) in the event that your employment is terminated by Studio other than for cause or incapacity, unless such termination is during the 12-month period following a change of control (as defined in Paragraph 25), then “Continuation Period” shall mean the period commencing on the date that of such termination and ending on the expiration of the Employment Term and (B) in the event that your employment is terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined in Paragraph 25), then “Continuation Period” shall mean the Continuation Period shall instead end period commencing on the termination of your employment and ending on the later of the Expiration Date expiration of the Employment Term and the second anniversary of the termination of your employment. In the Employment Termevent of termination of your employment without cause pursuant to this Paragraph 12, all the equity-based compensation specified in Paragraph 4.b hereof held by you shall accelerate vesting (with respect to grants having performance-based vesting criteria, on the basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the other terms and conditions of the grants, remain exercisable for the remainder of the term of the grant; however, you will not be entitled to receive any future equity-based compensation. All outstanding restricted stock units (whether subject to time-based or performance-based vesting criteria) will be settled not later than thirty (30) days following your termination of employment; provided, however, that in the case of any restricted stock units that constitute deferred compensation (within the meaning of Section 409A), unless you have experienced a separation from service (within the meaning of Section 409A), then even though your rights to payment with respect to such restricted stock units will become vested pursuant to this Paragraph 12 and the amount of such payment will be determined as of the date your employment terminates pursuant to this Paragraph 12, such amount will not be paid to you until the earliest time permitted under Section 409A. If your services are terminated pursuant to this paragraph, (a) you shall not be obligated to secure other employment to mitigate damages incurred by Studio or any payment due you as a result of your termination hereunder, and (b) the provisions of Paragraph 8.a shall not apply. You agree that you will have no rights or remedies in the event of your termination without cause other than those set forth in this Agreement to the maximum extent required by law.

Continued Benefits. In the event that any cash bonuses have been paid to you following the Commencement Date, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Term, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following in respect of years during the Commencement DateEmployment Term for which you were eligible for an annual cash bonus; provided, however, that, in the event that the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2017 2015 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2016 2014 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining annual cash bonuses of Studio’s other executive officers). In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean the period commencing on the date that the Employment Term is terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Term.

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term, you shall also be entitled to receive, with respect to each complete or partial calendar year that ends on or prior to the expiration of the Continuation Period Employment Term with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following the Commencement Date; provided, however, that, in the event that during the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2017 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2016 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining annual cash bonuses of Studio’s other executive officers)Term. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period Employment Term shall be pro-rated based on the number of days prior to the expiration of the Continuation Period Employment Term during such calendar year. For purposes In the event of termination of your employment without cause pursuant to this Paragraph 12, all the equity based compensation specified in Paragraph 4.b hereof held by you shall accelerate vesting (on the basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the other terms and conditions of the grants, remain exercisable for the remainder of the term “Continuation Period” of the grant. All outstanding restricted stock units (whether subject to time-based or performance-based vesting criteria) will be settled not later than thirty (30) days following your termination of employment. In addition, you shall mean be entitled to receive one additional equity grant of each of the period commencing following: (i) in lieu of receiving a higher base salary pursuant to Paragraph 4.b(ii) hereof; (ii) in lieu of receiving a cash bonus (if no cash bonuses have been paid) pursuant to paragraph 4.b(iii) based on the date target bonus; and (iii) long term equity incentive award pursuant to Paragraph 4.b(iv); provided, however, that the Employment Term is you shall not be entitled to receive more than three (3) years of equity grants under this Agreement. If your services are terminated pursuant to this paragraph, you shall not be obligated to secure other employment to mitigate damages incurred by Studio or any payment due you as a result of your termination hereunder. You agree that you will have no rights or remedies in the event of your termination without cause other than for cause or incapacity and ending on those set forth in the Expiration Date; provided that, if such termination occurs during Agreement to the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Termmaximum extent required by law.

Continued Benefits. In the event that any cash bonuses have been paid to you following with respect to any of the Commencement Datethree fiscal years that ended prior to the date of termination of your employment (such period, the “Bonus Look Back Period”), or in the event that you have received a grant of equity-based awards in lieu of payment of a cash bonus with respect to any fiscal year during the Bonus Look Back Period, you shall also be entitled to receive, with respect to each complete or partial calendar year that ends on or prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average of the sum of (i) the annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following during the Commencement Date; providedBonus Look Back Period, however, that, in plus (ii) the event that aggregate grant-date value (which value shall be determined using the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2017 on which same methodology employed by the Compensation Committee determines for determining the annual value of the relevant award at the time of grant) of each equity-based award, if any, that was granted to you in lieu of all or a portion of a cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then bonus during the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2016 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining annual cash bonuses of Studio’s other executive officers)Look Back Period. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall be defined as follows: (A) in the event that your employment is terminated by Studio other than for cause or incapacity, unless such termination is during the 12-month period following a Change of Control (as defined in Paragraph 25), then “Continuation Period” shall mean the period commencing on the date that of such termination and ending on the expiration of the Employment Term and (B) in the event that your employment is terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change Change of control” (as defined in Paragraph 25)Control, then “Continuation Period” shall mean the Continuation Period shall instead end period commencing on the termination of your employment and ending on the later of the Expiration Date expiration of the Employment Term and the second anniversary of the termination of your employment. In the Employment Termevent of termination of your employment without cause pursuant to this Paragraph 12, all the equity-based compensation specified in Paragraph 4.b hereof held by you shall accelerate vesting (on the basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the other terms and conditions of the grants, remain exercisable for the remainder of the term of the grant. All outstanding restricted stock units (whether subject to time-based or performance-based vesting criteria) will be settled not later than thirty (30) days following your termination of employment. In addition, in the event that your employment is terminated without cause following the date of this Agreement and prior to the date on which Studio makes a 2008 equity compensation grant to you, in accordance with Paragraph 12 of the Prior Agreement, you shall be entitled to receive one additional equity grant of each of the following: (i) in lieu of receiving a cash bonus (if no cash bonuses have been paid) pursuant to paragraph 4.b(iii) based on the target bonus; and (ii) long term equity incentive award pursuant to Paragraph 4.b(iv). If your services are terminated pursuant to this paragraph, you shall not be obligated to secure other employment to mitigate damages incurred by Studio or any payment due you as a result of your termination hereunder. You agree that you will have no rights or remedies in the event of your termination without cause other than those set forth in the Agreement to the maximum extent required by law.

Continued Benefits. In the event that any cash bonuses have been paid to you following the Commencement Date, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Term, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following in respect of years during the Commencement DateEmployment Term for which you were eligible for an annual cash bonus; provided, however, that, in the event that the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2017 2014 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2016 2013 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining the annual cash bonuses of Studio’s other executive officers). In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean the period commencing on the date that the Employment Term is terminated by Studio other than for cause or incapacity and ending on the Initial Expiration Date (or, if applicable, the Extended Expiration Date); provided that, if such termination occurs during the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Initial Expiration Date (or, if applicable, the Extended Expiration Date) and the second anniversary of the termination of the Employment Term.

Continued Benefits. At the end of the Continuation Period, you shall have the right to take over and continue, at your option and at your own expense, any benefits which by the terms of such benefit plans may be assumed. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Term, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following in respect of the Commencement Dateyears during the Employment Term for which you were eligible for an annual cash bonus; provided, however, that, in the event that the Employment Term is terminated you are terminated, other than for cause or on account of incapacity your being medically disabled, prior to the date in 2017 2014 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2016 2013 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining the annual cash bonuses of Studio’s other executive officers). In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean the period commencing on the date that the Employment Term is terminated by Studio other than for cause or incapacity because you become “medically disabled” (as defined in Paragraph 9) and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined in Paragraph 25)”, then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Term.

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period Employment Term with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following the Commencement Date; provided, however, that, in the event that during the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2017 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2016 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining annual cash bonuses of Studio’s other executive officers)Term. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period Employment Term shall be pro-rated based on the number of days prior to the expiration of the Continuation Period Employment Term during such calendar year. For purposes In the event of termination of your employment without cause pursuant to this Paragraph 12, all the equity-based compensation specified in Paragraph 4.b hereof held by you shall accelerate vesting (with respect to grants having performance-based vesting criteria, on the basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the other terms and conditions of the grants, remain exercisable for the remainder of the term “Continuation Period” of the grant; however, you will not be entitled to receive any future equity-based compensation. All outstanding restricted stock units (whether subject to time-based or performance-based vesting criteria) will be settled not later than thirty (30) days following your termination of employment. If your services are terminated pursuant to this paragraph, (a) you shall mean the period commencing on the date that the Employment Term is terminated not be obligated to secure other employment to mitigate damages incurred by Studio or any payment due you as a result of your termination hereunder, and (b) the provisions of Paragraph 8.a shall not apply. You agree that you will have no rights or remedies in the event of your termination without cause other than for cause or incapacity and ending on those set forth in the Expiration Date; provided that, if such termination occurs during Agreement to the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Termmaximum extent required by law.

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement Datecourse of your employment with Studio for your service beginning on or after January 1, 2010, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Term, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following the Commencement Date; providedJanuary 1, however, that, in the event that the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2017 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2016 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining annual cash bonuses of Studio’s other executive officers)2010. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean the period commencing on the date that the Employment Term is terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Term.

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period Employment Term with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following the Commencement Date; provided, however, that, in the event that during the Employment Term is terminated other than (provided that for cause or on account purposes of incapacity prior to the date in 2017 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the computing such Bonus Equivalent Payment Payments you shall be deemed to be the have received an annual cash bonus that you would have received for 2016 had you remained an employee until calendar year 2007 performance equal to the Bonus Determination Date product of (computed in x) the manner generally used in determining actual annual cash bonuses of Studio’s other executive officersbonus (including any $0 bonuses) paid (whether or not deferred) to you for such period and (y) 1.50). In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period Employment Term shall be pro-rated based on the number of days prior to the expiration of the Continuation Period Employment Term during such calendar year. For purposes In the event of termination of your employment without cause pursuant to this Paragraph 12, all the equity-based compensation held by you that is granted on or after September 7, 2007 shall accelerate vesting (with respect to grants having performance-based vesting criteria, on the basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the other terms and conditions of the grants, remain exercisable for the remainder of the term “Continuation Period” of the grant; however, you will not be entitled to receive any future equity-based compensation. All such outstanding restricted stock units (whether subject to time-based or performance-based vesting criteria) will be settled not later than thirty (30) days following your termination of employment. In the event your employment is terminated without cause pursuant to this Paragraph 12 prior to your initial grant of incentive equity-based compensation as specified in Paragraph 4.b.(ii), then you shall mean receive a cash payment (subject to applicable withholding) of Seven Hundred and Fifty Thousand Dollars ($750,000) in addition to the period commencing on other payments and benefits specified in this Paragraph 12. If your services are terminated pursuant to this paragraph, you shall not be obligated to secure other employment to mitigate damages incurred by Studio or any payment due you as a result of your termination hereunder; provided that any compensation earned from any employment obtained by you during the date that remainder of the Employment Term is will reduce on a dollar-for-dollar basis Studio’s payment obligations under this Agreement, except if your services are terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined provided in Paragraph 25), then 25 hereof. You agree that you will have no rights or remedies in the Continuation Period shall instead end on event of your termination without cause other than those set forth in the later of Agreement to the Expiration Date and the second anniversary of the termination of the Employment Termmaximum extent required by law.

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period Employment Term with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following the Commencement Date; provided, however, that, in the event that during the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2017 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2016 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining annual cash bonuses of Studio’s other executive officers)Term. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period Employment Term shall be pro-rated based on the number of days prior to the expiration of the Continuation Period Employment Term during such calendar year. For purposes In the event of termination of your employment without cause pursuant to this Paragraph 12, all the equity-based compensation specified in Paragraph 4.b hereof held by you shall accelerate vesting (with respect to grants having performance-based vesting criteria, on the basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the other terms and conditions of the grants, remain exercisable for the remainder of the term “Continuation Period” of the grant; however, you will not be entitled to receive any future equity-based compensation. All outstanding RSUs (whether subject to time-based or performance-based vesting criteria) will be settled not later than thirty (30) days following your termination of employment. If your services are terminated pursuant to this paragraph, you shall mean the period commencing on the date that the Employment Term is terminated not be obligated to secure other employment to mitigate damages incurred by Studio or any payment due you as a result of your termination hereunder. You agree that you will have no rights or remedies in the event of your termination without cause other than for cause or incapacity and ending on those set forth in the Expiration Date; provided that, if such termination occurs during Agreement to the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Termmaximum extent required by law.

Continued Benefits. In the event that any cash bonuses have been paid to you following the Commencement Date, or in the event that you have received a grant of equity-based awards in lieu of payment of a cash bonus with respect to any fiscal year following the Commencement Date, you shall also be entitled to receive, with respect to each complete or partial calendar year that ends on or prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Term, Studio has not yet paid annual cash bonuses (if any) under its short short-term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average of the sum of (i) the annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following the Commencement Date; provided, however, that, in plus (ii) the event that aggregate grant-date value (which value shall be determined using the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2017 on which same methodology employed by the Compensation Committee determines for determining the annual cash bonuses for Studio’s other executive officers (value of the “Bonus Determination Date”)relevant award at the time of grant) of each equity-based award, then the Bonus Equivalent Payment shall be deemed if any, that was granted to be the annual you in lieu of all or a portion of a cash bonus that you would have received for 2016 had you remained an employee until following the Bonus Determination Date (computed in the manner generally used in determining annual cash bonuses of Studio’s other executive officers)Commencement Date. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean the period commencing on the date that the Employment Term is terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Term.