Common use of Continued Benefits Clause in Contracts

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

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

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

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

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term for your service beginning on or after January 19, 2007, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following during the Commencement DateEmployment Term. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you in accordance with the Company's standard practices related to annual incentive compensation of similarly situated executives, but in any event no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean be defined as follows: (A) in the period commencing on the date event that the Employment Term your employment is terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided thatincapacity, if unless such termination occurs is during the 12-month period following a “change of control” (as defined in Paragraph 25), then “Continuation Period” shall mean the period commencing on the date of such termination and ending on the expiration of the Initial Term (or, if applicable, the Extended Term) and (B) in the event that your employment is terminated by Studio other than for cause or incapacity during the 12-month period following a “change of control”, then “Continuation Period Period” shall instead end mean the period commencing on the termination of your employment and ending on the later of the Expiration Date expiration of the Initial Term (or, if applicable, the Extended Term) and the second anniversary of the termination of your employment. In the Employment Termevent of termination of your employment without cause pursuant to this Paragraph 12, (x) in the case of equity-based compensation awards that are subject to time-based vesting criteria, the full amount of such awards will vest on the date of the termination of your employment, and (y) in the case of equity-based compensation awards that are subject to performance-based vesting criteria, following the date of the termination of your employment, such awards will continue to remain subject to the achievement of performance goals, as provided pursuant to the Plan and the agreements evidencing such awards and to such other terms and conditions as may be determined by the Compensation Committee at the time of the grant. Notwithstanding clause (y) of the immediately preceding sentence, in the event that a change of control (as defined in Paragraph 25) occurs prior to the end of the applicable performance period, unless provision is made in connection with such change of control for assumption of such awards or substitution for such awards in the manner described in Paragraph 25.a, such awards shall be treated in accordance with the proviso of Paragraph 25.a. Subject to the foregoing, all stock options and any similar equity-based awards will remain exercisable for the balance of the term of the grant (subject to termination in the event of a corporate transaction, to the extent permitted by the applicable Plan); provided, however, that you will not be entitled to receive any future equity-based compensation. In the case of restricted stock units that are subject to time-based vesting criteria, such awards will be settled within thirty (30) days following your termination of employment. In the case of restricted stock units that are subject to performance-based vesting criteria, except as otherwise provided in Paragraph 25, such awards will be settled on the seventieth (70th) day after the date that such awards become vested. If your services are terminated pursuant to this Paragraph 12 or Paragraph 13, you shall be obligated to seek other employment to mitigate damages incurred by Studio and any payments due you as a result of your termination hereunder; provided, however, that, if you are terminated following a “change in control” as defined in Paragraph 25 hereof or if at the time of your termination you are eligible to retire from Studio, you shall not be obligated to seek other employment. For purposes of this Agreement, you shall be considered “eligible to retire” if, as of such date of your termination, (A) you have attained the age of 55 and (B) the sum of your age and years of service with Studio is at least 70. For purposes of the foregoing sentence, your employment with Studio shall be deemed to have commenced on April 2, 1996. Any compensation earned from any employment obtained by you during the remainder of the Continuation Period will reduce on a dollar-for-dollar basis Studio's payment obligations under this Agreement, except (i) no such reduction (including of any amounts described in subsection (ii) of this exception) shall occur (A) if your services are terminated following a “change of control” as defined in Paragraph 25 hereof or (B) with respect to any amounts that you receive as compensation for serving as an employee or consultant with a non-profit or government organization or on any entity's Board of Directors or other similar governing body and (ii) any amounts earned from self-employment or consulting income shall reduce the payments hereunder only to the extent that such amounts are greater than the expenses incurred by you in generating such employment or consulting income. You agree that you will have no rights or remedies in the event of your termination without cause other than those set forth in the Agreement to the maximum extent required by law.

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

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

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