Common use of Termination for Good Reason Clause in Contracts

Termination for Good Reason. Executive may terminate his employment with the Company for Good Reason at any time during the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without Executive’s prior written consent: (i) a material reduction in Executive’s Annual Base Salary; (ii) the relocation of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) miles; or (iii) a material and adverse change in Executive’s authority, duties, or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise to the claim of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless (A) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety (90) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at all, within ninety (90) days following such Cure Period in order for such termination as a result of such condition or event to constitute a termination for Good Reason.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason this Agreement at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salary; breach of this Agreement by Studio, (ii) any diminution in title; (iii) any time that Studio shall direct or require that you report to any person other than the relocation Chief Executive Officer; (iv) if you do not remain a member of Executive to a facility the Board of Directors by reason of Board action or location that is more inaction (rather than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesnegative shareholder vote); or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise to the claim of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunderLos Angeles area; provided, however, that no event described above the removal of your title as Chief Financial Officer of Studio shall not, by itself, constitute Good Reason unless “good reason” for purposes of the foregoing clauses (Ai) Executive gives notice of termination and (ii). Notwithstanding anything to the Company specifying contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of this Agreement as the condition or result of any event relied upon for such termination within ninety specified in the foregoing clauses (90i) calendar days of the initial existence of such event, and through (Bv) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his your employment with the Company for Good Reason at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) failure to be the relocation senior accounting executive of Studio; (iv) any time that Studio shall direct or require that you report to any person other than the President or Chief Financial Officer of Studio; (v) any time that Studio shall direct or require that you report to any person other than the current President, Xxxxx Xxxxxxx (except in the event that Xx. Xxxxxxx’x employment terminates as a result of his death or disability and within sixty (60) days thereafter you are offered the position of Chief Financial Officer reporting directly to the Chief Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesOfficer); or (iiivi) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90vi) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason as set forth in clauses (i), (ii), (iii), (iv) or (vi), above, but not in the event of your voluntary termination as set forth in clause (v) above, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) failure to be the relocation most senior corporate finance executive (other than Studio’s Chief Executive Officer, President or Chief Financial Officer (or their successors); (iv) any time that Studio shall direct or require that you report to any person other than the Chief Financial Officer of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesthe Studio; or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate the Employment Term for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12); provided that, notwithstanding any provision of this Agreement to the contrary, the provisions of clause (ii) of the first sentence of Paragraph 12.b shall only apply to restricted stock units and cash awards that, in each case, are subject to performance-based vesting criteria and granted on or following the Effective Date, and any such restricted stock units or cash awards granted prior to the Effective Date shall continue to be governed by the provisions of Paragraph 12 of the Prior Agreement. You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his your employment with the Company for Good Reason at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) failure to be the relocation most senior legal officer of Executive the Company; (iv) any time that Studio shall direct or require that you report to a facility or location that is more any person other than fifty (50) miles from his primary place the President of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesthe Studio; or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason this Agreement at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) any material breach of this Agreement by Studio, (ii) a successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Studio fails to assume liability under the Agreement; (iii) the failure to reelect or otherwise to maintain you as a director of Studio and as Chairman of the Board of Directors of Studio; (iv) there is a material reduction in Executive’s Annual Base Salary; your duties and responsibilities as set forth in Paragraph 2.a above, (iiv) the relocation failure to make any of Executive to the annual equity incentive awards in accordance with Paragraph 4.b(i) unless a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) miles; Cash Payment has been paid, or (iiivi) the failure to make a material and adverse change Cash Payment in Executive’s authority, duties, or responsibilities accordance with Paragraph 4.b(i) if the Company or a material and adverse change in Executive’s reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of Compensation Committee has elected to substitute an annual equity incentive award with such event, which must be given within ninety (90) calendar days after the event giving rise Cash Payment. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90vi) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute a termination terminate your employment for Good Reason.good reason during the sixty (60) day period that follows

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with for good reason, for the Company for Good Reason at any time during the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes purpose of this AgreementParagraph 13, “Good Reason” shall mean in the occurrence event of any of the following without Executive’s prior written consent: (i) a material reduction in Executive’s Annual Base Salary; breach of this Agreement by Studio, (ii) the relocation any material reduction of Executive to a facility your title or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) miles; duties or (iii) a material and adverse change in Executive’s authority, duties, or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith Studio to obtain a Director’s and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Officer’s liability insurance policy. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90iii) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity based compensation provided under Paragraph 12 for involuntary termination without cause. You agree that you will have no rights or remedies in the event of your termination for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for “good reason.” As used herein, the Term, subject term “good reason” shall mean only: (a) any material breach of this Agreement by Studio; (b) any diminution in title; (c) failure to be the most senior accounting executive (other than Studio’s Chief Financial Officer (or such person’s successor)); (d) any time that Studio shall direct or require that you report to any person other than the Chief Financial Officer of Studio; or (e) any time that Studio shall direct or require that your principal place of business be anywhere other than the Los Angeles area. Notwithstanding anything to the notice and other requirements set forth in this Section 5(d). For contrary contained herein, you will not be entitled to terminate the Employment Term for good reason for purposes of this Agreement, “Good Reason” shall mean Agreement as the occurrence result of any of event specified in the following without Executive’s prior written consent: foregoing clauses (ia) a material reduction in Executive’s Annual Base Salary; through (iie) the relocation of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) miles; or (iii) a material and adverse change in Executive’s authority, duties, or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise to the claim of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless (A) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety (90) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12); provided that, notwithstanding any provision of this Agreement to the contrary, the provisions of clause (b) of the first sentence of Paragraph 12.b shall only apply to restricted stock units and cash awards that, in each case, are subject to performance-based vesting criteria and granted on or following the Effective Date, and any such restricted stock units or cash awards granted prior to the Effective Date shall continue to be governed by the provisions of Paragraph 12 of the Prior Agreement. You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) failure to be the relocation most senior legal officer of Executive Studio (it being understood that such failure, includes, but is not limited to, failure of any lawyer employed by Studio or any of its consolidated (for purposes of financial reporting) subsidiaries and operating in a legal or business affairs capacity to be in a facility direct reporting relationship to you, which relationship may run through multiple lawyers of intermediate direct reports); (iv) any time that Studio shall direct or location require that is more you report to any person other than fifty (50) miles from his primary place the President of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesStudio; or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate the Employment Term for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12). You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with for good reason, for the Company for Good Reason at any time during the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes purpose of this AgreementParagraph 13, “Good Reason” shall mean in the occurrence event of any of the following without Executive’s prior written consent: (i) a material reduction in Executive’s Annual Base Salary; breach of this Agreement by Studio or (ii) the relocation any material reduction of Executive to a facility your title or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) miles; or (iii) a material and adverse change in Executive’s authority, duties, or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise . Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety (90) calendar days of the initial existence of such event, and (Bii) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity based compensation provided under Paragraph 12 for involuntary termination without cause. You agree that you will have no rights or remedies in the event of your termination for good reason other than those set forth in this Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his your employment with the Company for Good Reason at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) failure to be the relocation most senior human resources executive (other than the Company’s Chief Executive Officer or Chief Operating Officer (or their successors); (iv) any time that Studio shall direct or require that you report to any person other than the Chief Operating Officer of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesthe Studio; or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salary; breach of this Agreement by Studio, (ii) any diminution in title; (iii) any material diminution in duties; (iv) any time that Studio shall direct or require that you report to any person other than the relocation of Executive to a facility or location that is more than fifty President (50) miles from his primary place of employment and such relocation results except as provided in an increase in Executive’s one-way driving distance by more than fifty (50) milesParagraph 2.c. hereof); or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate the Employment Term for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12); provided that, notwithstanding any provision of this Agreement to the contrary, the provisions of clause (y) of the first sentence of Paragraph 12.b shall only apply to restricted stock units and cash awards that, in each case, are subject to performance-based vesting criteria and granted on or following the Effective Date, and any such restricted stock units or cash awards granted prior to the Effective Date shall continue to be governed by the provisions of Paragraph 12 of the Prior Agreement. You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for good reason, for the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes purpose of this AgreementParagraph 13, “Good Reason” shall mean in the occurrence event of any of the following without Executive’s prior written consent: (i) a material reduction in Executive’s Annual Base Salary; breach of this Agreement by Studio or (ii) the relocation any material reduction of Executive to a facility your title or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) miles; or (iii) a material and adverse change in Executive’s authority, duties, or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise . Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate the Employment Term for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety (90) calendar days of the initial existence of such event, and (Bii) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12). You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for “good reason.” As used herein, the Term, subject term “good reason” shall mean only: (a) any material breach of this Agreement by Studio; (b) any diminution in title; (c) any material diminution in duties; (d) any time that Studio shall direct or require that you report to any person other than the Chief Executive Officer of Studio; or (e) any time that Studio shall direct or require that your principal place of business be anywhere other than the Los Angeles area. Notwithstanding anything to the notice and other requirements set forth in this Section 5(d). For contrary contained herein, you will not be entitled to terminate the Employment Term for good reason for purposes of this Agreement, “Good Reason” shall mean Agreement as the occurrence result of any of event specified in the following without Executive’s prior written consent: foregoing clauses (ia) a material reduction in Executive’s Annual Base Salary; through (iie) the relocation of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) miles; or (iii) a material and adverse change in Executive’s authority, duties, or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise to the claim of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless (A) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety (90) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12). You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.

Termination for Good Reason. Executive may terminate his employment with the Company for Good Reason at any time during the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without Executive’s prior written consentmean: (i) a material reduction in Executivethe failure of the Employer to pay or cause to be paid Employee’s Annual Base Salary; Salary or any earned Annual Bonus, (ii) any change in reporting structure so that Employee reports to someone other than the Board, (iii) any diminution in Employee’s title or material diminution in Employee’s authority, responsibilities or duties from those described in Section 1(a) hereof without his written consent, (iv) an intentional breach by the Employer, Holdco, the General Partner or a Controlled Affiliate (as applicable) of any material provision of this Agreement, the LLC Agreement, the Management Grant Agreement made as of the date of this Agreement between Holdco and Employee (the “Grant Agreement”) or the Management Equity Plan, (v) relocation of Executive to a facility or location that is more than fifty (50) miles from his primary Employee’s principal place of employment and such relocation results in an increase in Executive’s one-way driving distance by to a location more than fifty (50) miles; or (iii) a material and adverse change in Executive10 miles from Employee’s authority, duties, or responsibilities with principal place of employment on the Company or a material and adverse change in Executive’s reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise to the claim of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunderdate hereof; provided, however, that no event any of the events described above in clauses (i) through (v) of this Section 4(d) shall constitute Good Reason unless only if (Ax) Executive gives the Employee provides written notice of termination to the Company specifying the condition or event relied upon for such termination within ninety (90) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty 90 days of Employee’s knowledge of the occurrence thereof and (30y) days the Employer (or its applicable affiliate, as applicable) fails to cure such event within 15 Business Days following the Employer’s receipt of Executive’s written notice of termination (from Employee describing the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (provided that no such opportunity to cure shall be required if such event is substantially similar to an event that occurred within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”immediately preceding 30-month period for which written notice was given by Employee pursuant to this definition)) must occur, if at all, within ninety (90) days following such Cure Period in order for such termination as a result of such condition or event to constitute a termination for Good Reason.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason this Agreement at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salary; breach of this Agreement by Studio, (ii) any diminution in title; (iii) any material diminution in duties; (iv) any time that Studio shall direct or require that you report to any person other than the relocation of Executive to a facility or location that is more than fifty President (50) miles from his primary place of employment and such relocation results except as provided in an increase in Executive’s one-way driving distance by more than fifty (50) milesParagraph 2.c. hereof); or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute a terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in this Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his your employment with the Company for Good Reason at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) failure to be the relocation most senior corporate finance executive (other than the Company’s Chief Executive Officer, President or Chief Financial Officer (or their successors); (iv) any time that Studio shall direct or require that you report to any person other than the Chief Financial Officer of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesthe Studio; or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason this Agreement at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salary; breach of this Agreement by Studio, (ii) any diminution in title; (iii) failure to be the relocation most senior legal officer of Executive Studio; (iv) any time that Studio shall direct or require that you report to a facility or location that is more any person other than fifty the President (50) miles from his primary place of employment and such relocation results except as provided in an increase in Executive’s one-way driving distance by more than fifty (50) milesParagraph 2.c. hereof); or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your xxxxxxxxx xxxxx xx xxxxxxxx xx anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute a terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation proved under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. The Executive may terminate his employment with the Company for Good Reason Term at any time during with Good Reason (as hereinafter defined), upon thirty (30) days’ written notice by the Term, subject Executive to the Company (which notice and other requirements shall be received by the Company no later than thirty (30) days following the occurrence of any of the events set forth in this clauses (i) or (ii) below) and, except as provided in Section 5(d)5(a) hereof, the Executive shall have no right to receive any compensation or benefit hereunder after such termination. For purposes of this Employment Agreement, “Good Reason” shall mean mean, without the occurrence of any of the following without Executive’s prior written consent: (i) a the Company violates this Employment Agreement in any material respect, including, without limitation, failure of the Company to pay or provide to the Executive the Base Salary or any reduction in Executive’s Annual the Base SalarySalary or any downward change in the Target Bonus (it being understood by the Executive that the Board may elect not to maintain a Bonus Program at any time during the Term and that the Company is not obligated to pay the Executive any Bonus hereunder); (ii) the relocation of Executive to Company makes a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results material reduction in an increase in the Executive’s one-way driving distance duties as General Counsel as provided in Section 1(a) hereof, other than by more than fifty (50reason of the expiration of the Term or a termination of the Term pursuant to Sections 4(a), 4(b), 4(c) milesor 4(d) hereof; or (iii) a material and adverse change in Executive’s authority, duties, the sale or responsibilities with other transfer of all or substantially all of the assets of the Company to a corporation or other entity in a material and adverse change transaction in Executive’s reporting relationship, in each case which such corporation or other than any isolated, insubstantial and inadvertent failure by entity does not assume all of the obligations of the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise hereunder. Notwithstanding anything contained herein to the claim of contrary, Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure be deemed to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason exist unless (A) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety (90) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting giving rise to Good Reason within thirty ten (3010) days following after receipt of Executive’s written notice of termination (thereof given by the “Cure Period”). If Executive to the Company fails to remedy Company, which notice shall specifically set forth the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at all, within ninety (90) days following such Cure Period in order for such termination as a result nature of such condition or event to constitute a termination for Good Reasonand the corrective action reasonably sought by the Executive.

Termination for Good Reason. Executive may You shall be entitled to terminate his your employment with the Company for Good Reason at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) failure to be the relocation Company’s most senior creative executive (other than the Company’s Chief Executive Officer or the Chief Operating Officer (or their successors)) with respect to feature animation and live theatrical projects; (iv) any time that Studio shall direct or require that you report to any person other than the Chief Operating Officer of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesthe Studio; or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (ia) a any material reduction breach of this Agreement by Studio, (b) any diminution in Executive’s Annual Base Salarytitle; (iic) any time that Studio shall direct or require that you report to any person other than the relocation of Chief Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesOfficer; or (iiid) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise to the claim of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunderLos Angeles area; provided, however, that no event described above the removal of your title as Chief Financial Officer of Studio or Acting Chief Accounting Officer or your ceasing to be a member of the Board for any reason shall not, by itself, constitute Good Reason unless “good reason” for purposes of the foregoing clauses (Aa) Executive gives notice of termination and (b). Notwithstanding anything to the Company specifying contrary contained herein, you will not be entitled to terminate the condition or Employment Term for good reason for purposes of this Agreement as the result of any event relied upon for such termination within ninety specified in the foregoing clauses (90a) calendar days of the initial existence of such event, and through (Bd) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12); provided that, notwithstanding any provision of this Agreement to the contrary, the provisions of clause (y) of the first sentence of Paragraph 12.b shall only apply to restricted stock units and cash awards that, in each case, are subject to performance-based vesting criteria and granted on or following the Effective Date, and any such restricted stock units or cash awards granted prior to the Effective Date shall continue to be governed by the provisions of Paragraph 12 of the Prior Agreement. You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason this Agreement at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salary; breach of this Agreement by Studio, (ii) any diminution in title; (iii) any time that Studio shall direct or require that you report to any person other than the relocation Chief Executive Officer; (iv) if you are not elected to the Board of Executive to a facility Directors by December 4, 2006 by reason of Board action or location that is more inaction (rather than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesnegative shareholder vote); or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim of Good Reason occurs Executive’s continued employment shall not constitute consent tocontrary contained herein, or a waiver of rights with respect to, any act or failure you will give Studio written notice prior to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless (A) Executive gives notice of termination terminating this Agreement pursuant to the Company specifying foregoing, setting forth the condition or event relied upon for such termination within ninety (90) calendar days exact nature of any alleged breach and the initial existence of such event, and (B) the Company fails conduct required to cure the condition or event constituting Good Reason within such breach. Studio shall have thirty (30) days following from the receipt of Executive’s such notice within which to cure. In the event of your voluntary termination for good reason, you shall be entitled to the payments, benefits (including the “Cure Period”post-term assumption of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause except for termination for failure to be elected to the Board of Directors in which case you shall not be entitled to receive an additional long term incentive award pursuant to Paragraph 4.b(iv); however, you shall be entitled to receive all other payments and equity based compensation under Paragraph 12. If the Company fails your services are terminated pursuant to remedy the condition this paragraph, you shall not be obligated to secure other employment to mitigate damages incurred by Studio or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at all, within ninety (90) days following such Cure Period in order for such termination any payment due you as a result of such condition your termination hereunder. You agree that you will have no rights or remedies in the event to constitute a of your termination for Good Reasongood reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his your employment with the Company for Good Reason at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) any material breach of this Agreement by Studio (other than a material reduction breach with respect to the reporting provisions set forth in Executive’s Annual Base SalaryParagraph 2.b); (ii) any diminution in title; (iii) failure to be the relocation most senior marketing executive of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesStudio; or (iiiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90iv) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12). You agree that you will have no rights or remedies in the event of your termination for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) failure to be the relocation most senior human resources executive (other than Studio’s Chief Executive Officer or Chief Operating Officer (or their successors); (iv) any time that Studio shall direct or require that you report to any person other than the Chief Operating Officer of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesStudio; or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate the Employment Term for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12); provided that, notwithstanding any provision of this Agreement to the contrary, the provisions of clause (ii) of the first sentence of Paragraph 12.b shall only apply to restricted stock units and cash awards that, in each case, are subject to performance-based vesting criteria and granted on or following the Effective Date, and any such restricted stock units or cash awards granted prior to the Effective Date shall continue to be governed by the provisions of Paragraph 12 of the Prior Agreement. You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason this Agreement at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salary; breach of this Agreement by Studio, (ii) the relocation of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results any diminution in an increase in Executive’s one-way driving distance by more than fifty (50) milestitle; or (iii) a material and adverse change in Executive’s authority, duties, failure to be the most senior marketing executive of Studio; (iv) any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that you report to any person other than the President (except as provided in Paragraph 2.b hereof) or (v) any isolated, insubstantial and inadvertent failure by time that Studio shall direct or require that your principal place of business be anywhere other than the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason this Agreement at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salary; breach of this Agreement by Studio, (ii) any diminution in title; (iii) any time that Studio shall direct or require that you report to any person other than the relocation of Executive to a facility or location that is more than fifty President (50) miles from his primary place of employment and such relocation results except as provided in an increase in Executive’s one-way driving distance by more than fifty (50) milesParagraph 2.c. hereof); or (iiiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90iv) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute a terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his your employment with the Company for Good Reason at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) failure to be the relocation most senior accounting executive (other than the Company’s Chief Financial Officer (or such person’s successor)); (iv) any time that Studio shall direct or require that you report to any person other than the Chief Financial Officer of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesthe Studio; or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for “good reason.” As used herein, the Term, subject term “good reason” shall mean only: (a) any material breach of this Agreement by Studio; (b) any diminution in title; (c) any material diminution in duties; (d) any time that Studio shall direct or require that you report to any person other than the Chief Executive Officer or President of Studio; or (e) any time that Studio shall direct or require that your principal place of business be anywhere other than the Los Angeles area. Notwithstanding anything to the notice and other requirements set forth in this Section 5(d). For contrary contained herein, you will not be entitled to terminate the Employment Term for good reason for purposes of this Agreement, “Good Reason” shall mean Agreement as the occurrence result of any of event specified in the following without Executive’s prior written consent: foregoing clauses (ia) a material reduction in Executive’s Annual Base Salary; through (iie) the relocation of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) miles; or (iii) a material and adverse change in Executive’s authority, duties, or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise to the claim of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless (A) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety (90) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12). You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his your employment with the Company for Good Reason at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) failure to be the relocation most senior production operations executive (other than the Company’s Chief Executive Officer or Chief Operating Officer (or their successors); (iv) any time that Studio shall direct or require that you report to any person other than the Chief Operating Officer of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesthe Studio; or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate your employment for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for such termination good reason as a result of such condition or event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to constitute terminate your employment for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate your employment during such sixty (60) day period, you will not be permitted to terminate your employment for good reason as a result of such event. In the event of your voluntary termination for Good Reasongood reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause. 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 for good reason other than those set forth in the Agreement to the maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) failure to be the relocation most senior legal officer of Executive Studio; (iv) any time that Studio shall direct or require that you report to a facility or location that is more any person other than fifty (50) miles from his primary place the President of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesStudio; or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that your principal place of business be anywhere other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Los Angeles area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate the Employment Term for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12); provided that, notwithstanding any provision of this Agreement to the contrary, the provisions of clause (ii) of the first sentence of Paragraph 12.b shall only apply to restricted stock units and cash awards that, in each case, are subject to performance-based vesting criteria and granted on or following the Effective Date, and any such restricted stock units or cash awards granted prior to the Effective Date shall continue to be governed by the provisions of Paragraph 12 of the Prior Agreement. You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for “good reason.” As used herein, the Term, subject term “good reason” shall mean only: (a) any material breach of this Agreement by Studio; (b) any diminution in title or any material diminution in duties; (c) failure to be the most senior human resources executive (other than Studio’s Chief Executive Officer or President (or their successors); (d) any time that Studio shall direct or require that you report to any person other than the President of Studio; or (e) any time that Studio shall direct or require that your principal place of business be anywhere other than the Los Angeles area. Notwithstanding anything to the notice and other requirements set forth in this Section 5(d). For contrary contained herein, you will not be entitled to terminate the Employment Term for good reason for purposes of this Agreement, “Good Reason” shall mean Agreement as the occurrence result of any of event specified in the following without Executive’s prior written consent: foregoing clauses (ia) a material reduction in Executive’s Annual Base Salary; through (iie) the relocation of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) miles; or (iii) a material and adverse change in Executive’s authority, duties, or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise to the claim of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless (A) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety (90) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12). You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.

Termination for Good Reason. Executive may You shall be entitled to terminate his employment with the Company for Good Reason Employment Term at any time during for “good reason.” As used herein, the Term, subject to the notice and other requirements set forth in this Section 5(d). For purposes of this Agreement, term “Good Reasongood reason” shall mean the occurrence of any of the following without Executive’s prior written consentonly: (i) a any material reduction in Executive’s Annual Base Salarybreach of this Agreement by Studio; (ii) any diminution in title; (iii) any material diminution in duties; (iv) any time that Studio shall direct or require that you report to any person other than the relocation Chief Operating Officer (or Chief Executive Officer or President) of Executive to a facility or location that is more than fifty (50) miles from his primary place of employment and such relocation results in an increase in Executive’s one-way driving distance by more than fifty (50) milesStudio; or (iiiv) a material and adverse change in Executive’s authority, duties, any time that Studio shall direct or responsibilities with the Company or a material and adverse change in Executive’s reporting relationship, in each case require that you render your services exclusively at any location other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event, which must be given within ninety (90) calendar days after the event giving rise Minneapolis area. Notwithstanding anything to the claim contrary contained herein, you will not be entitled to terminate the Employment Term for good reason for purposes of Good Reason occurs Executive’s continued employment shall not constitute consent to, or a waiver this Agreement as the result of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, however, that no event described above shall constitute Good Reason unless specified in the foregoing clauses (Ai) Executive gives notice of termination to the Company specifying the condition or event relied upon for such termination within ninety through (90v) calendar days of the initial existence of such event, and (B) the Company fails to cure the condition or event constituting Good Reason within thirty (30) days following receipt of Executive’s notice of termination (the “Cure Period”). If the Company fails to remedy the condition or event constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with the Treasury regulations and guidance issued thereunder, the “Code”)) must occur, if at allunless, within ninety (90) days following the occurrence of such event, you give Studio written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. Studio shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period in order Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate the Employment Term for such termination good reason as a result of such condition event. If, at the end of the Cure Period, the event that constitutes good reason has not been remedied, you will be entitled to terminate the Employment Term for good reason during the sixty (60) day period that follows the end of the Cure Period. If you do not terminate the Employment Term during such sixty (60) day period, you will not be permitted to terminate the Employment Term for good reason as a result of such event. In the event you voluntarily terminate the Employment Term for good reason, you shall be entitled to the payments, benefits (including the post-term continuation of the applicable benefits) and equity-based compensation provided under Paragraph 12 for involuntary termination without cause (subject to the mitigation and offset provisions of Paragraph 12). You agree that you will have no rights or remedies in the event of your termination of the Employment Term for good reason other than those set forth in this Agreement to constitute a termination for Good Reasonthe maximum extent allowed by law.