Common use of Performance-Based Grants Clause in Contracts

Performance-Based Grants. On November 13, 2015, the CCLG approved the grant to Employee of 93,750 performance-based restricted stock units (the “Performance-Based RSU Grant”) and a performance-based option to purchase 168,750 common shares of Lions Gate at a per-share exercise price equal to the closing price of a Lions Gate common share on the date of grant of the option (the “Performance-Based Option,” and together with the Performance-Based RSU Grant, the “Performance-Based Grants”). Each Performance-Based Grant shall be evidenced by and subject to the terms of an award agreement in the form generally then used by Lions Gate to evidence grants of that type under the Plan. ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ November 13, 2015 (i) Vesting. Subject to Section 5(b)(ii) below, each Performance-Based Grant shall be eligible to vest as follows (each vesting date a “Performance Vesting Date”): (A) one-fifth (1/5) of each Performance-Based Grant will vest on September 30, 2016; (B) one-fifth (1/5) of each Performance-Based Grant will vest on September 30, 2017; (C) three-tenths (3/10) of each Performance-Based Grant will vest on September 30, 2018; and (D) three-tenths (3/10) of each Performance-Based Grant will vest on September 30, 2019. The vesting of each Performance-Based Grant on the applicable Performance Vesting Date shall be subject to an assessment of Employee’s personal performance over the twelve (12) month period ending on such Performance Vesting Date (or, if so determined by the CCLG, performance over a fiscal year of Lions Gate that overlaps with such twelve (12)-month period), based on such Company and/or individual performance criteria determined by the CCLG, in consultation with the CEO, which shall include the criteria listed in Exhibit A to this Agreement. Such performance assessment and the determination as to the portion (if any) of each Performance-Based Grant that will vest on such Performance Vesting Date shall be made by the CCLG in its discretion, in consultation with the CEO. Any portion of the Performance-Based RSU Grant or the Performance-Based Option that does not vest on the applicable Performance Vesting Date shall expire on that date with no possibility of further vesting; provided, however, that the CCLG may, in its sole discretion, provide that any installment of a Performance-Based Grant eligible to vest on a particular Performance Vesting Date that does not vest on such date may vest on any future Performance Vesting Date (but in no event shall either award vest as to more than 100% of the shares subject to such award).

Performance-Based Grants. On November 13, 2015, the CCLG approved the grant to Employee of 93,750 performance-based restricted stock units (the “Performance-Based RSU Grant”) and a performance-based option to purchase 168,750 common shares of Lions Gate at a per-share exercise price equal to the closing price of a Lions Gate common share on the date of grant of the option (the “Performance-Based Option,” and together with the Performance-Based RSU Grant, the “Performance-Based Grants”). Each Performance-Based Grant shall be evidenced by and subject to the terms of an award agreement in the form generally then used by Lions Gate to evidence grants of that type under the Plan. ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ November 13, 2015 (i) Vesting. Subject to Section 5(b)(ii) below, each Performance-Based Grant shall be eligible to vest as follows (each vesting date a “Performance Vesting Date”): (A) one-fifth (1/5) of each Performance-Based Grant will vest on September 30November 13, 2016; (B) one-fifth (1/5) of each Performance-Based Grant will vest on September 30November 13, 2017; (C) three-tenths (3/10) of each Performance-Based Grant will vest on September 30November 13, 2018; and (D) three-tenths (3/10) of each Performance-Based Grant will vest on September 30November 13, 2019. The vesting of each Performance-Based Grant on the applicable Performance Vesting Date shall be subject to an assessment of Employee’s personal performance over the twelve (12) month period ending on such Performance Vesting Date (or, if so determined by the CCLG, performance over a fiscal year of Lions Gate that overlaps with such twelve (12)-month period), based on such Company and/or individual performance criteria determined by the CCLG, in consultation with the CEO, which shall include the criteria listed in Exhibit A to this Agreement. Such performance assessment and the determination as to the portion (if any) of each Performance-Based Grant that will vest on such Performance Vesting Date shall be made by the CCLG in its discretion, in consultation with the CEO. Any portion of the Performance-Based RSU Grant or the Performance-Based Option that does not vest on the applicable Performance Vesting Date shall expire on that date with no possibility of further vesting; provided, however, that the CCLG may, in its sole discretion, provide that any installment of a Performance-Based Grant eligible to vest on a particular Performance Vesting Date that does not vest on such date may vest on any future Performance Vesting Date (but in no event shall either award vest as to more than 100% of the shares subject to such award).