Exhibit 10.2


 


AMENDED AND RESTATED EMPLOYMENT
AGREEMENT


 


This AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (this “Agreement”)
is made as of May 5, 2009, by and between Regal Entertainment Group, a
Delaware corporation (the “Company”),
and Amy E. Miles (“Executive”).


 


RECITALS


 


In order to induce
Executive to serve as the Chief Executive Officer of the Company and as the
Chief Executive Officer of the Company’s subsidiary, Regal Cinemas Corporation,
the Company desires to provide Executive with compensation and other benefits
on the terms and conditions set forth in this Agreement.


 


Executive is willing to
accept such employment and perform services for the Company as of the Effective
Date (as defined below), on the terms and conditions hereinafter set forth.


 


It is therefore hereby
agreed by and between the parties as follows:


 


1.             Employment.


 


1.1           Position.  Subject to the terms and conditions of this Agreement,
the Company agrees to employ Executive during the Term (as defined herein) as
its Chief Executive Officer. In her capacity as the Chief Executive Officer of
the Company, Executive shall report to the Board of Directors of the Company
(the “Board”) or its designated
representative, which shall be Michael Campbell, Executive Chairman (the “Designated Representative”), and shall have
the powers, responsibilities and authorities of chief executive officers of
corporations of the size, type and nature of the Company, as it exists from
time to time, as are assigned by the Board or the Designated Representative consistent with Executive’s position. In
her capacity as Chief Executive Officer of the Company’s subsidiary, Regal
Cinemas Corporation, Executive shall report to the Board of Directors of Regal
Cinemas Corporation and shall have the powers, responsibilities and authorities
of chief executive officers of corporations of the size, type and nature of
Regal Cinemas Corporation, as it exists from time to time, as are assigned by
the Board of Directors of Regal Cinemas Corporation consistent with Executive’s
position. At the request of the Company, Executive will serve as an officer
and/or director of any of the Company’s other subsidiaries for no additional
compensation.


 


1.2           Duties.  Subject to the terms and conditions of this Agreement,
Executive hereby agrees to be employed as the Chief Executive Officer of the
Company and to serve as the Chief Executive Officer of Regal Cinemas
Corporation, and agrees to devote such working time and efforts (except for
permitted vacation periods and reasonable periods of illness and other
incapacity), to the best of her ability, experience and talent, to the
performance of services, duties and responsibilities in connection therewith so
that such performance shall be her primary business activity. Executive shall
perform such duties and exercise such powers with respect to the activities of
the Company, commensurate with her positions, as the Chief Executive Officer of
the Company and as a member of the Board, as the Board or the Designated Representative shall from
time to time reasonably delegate to her. Executive will be responsible for the
selection of the members of the management team for the Company’s theatre
operations, including Regal Cinemas Corporation and its subsidiaries, subject
in each instance to the good faith approval of the Board.


 


1.3           Other Service.  Nothing in this Agreement shall preclude Executive
from serving on boards of directors of other companies or trade organizations
and participating in charitable, community or religious activities that do not
substantially interfere with her duties and responsibilities hereunder or
conflict with the interest of the Company.


 


1.4           Office.  Executive’s primary office will be located in the
Company’s office facility located in Knoxville, Tennessee, or any other
location acceptable to Executive.


 


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2.             Term.


 


2.1           Term of Employment.  Executive’s term of employment under this Agreement
shall commence as of the Effective Date, and, subject to the terms hereof,
shall terminate on the earlier of (i) the third anniversary of the
Effective Date, or (ii) termination of Executive’s employment pursuant to
this Agreement (the “Term”); provided, however, that any termination of
employment by Executive (other than for death or Permanent Disability) or by
the Company may only be made upon 90 days prior written notice to the other
party hereto. Executive shall resign from any and all positions, including
board memberships, held by her with the Company or any subsidiary of the
Company upon any termination of employment.


 


2.2           Extensions.  On each anniversary of the date hereof, commencing in
2010, one year shall be added to the termination date specified in Section 2.1(i) hereof,
so that as of each anniversary of the date hereof the remaining Term of
Executive’s employment as determined under Section 2.1(i) hereof
shall be three (3) years.


 


2.3           Effective Date.  This Agreement shall only be effective and enforceable
by the Company or Executive as of June 30, 2009 (the “Effective Date”).


 


3.             Compensation.


 


3.1           Salary.  The Company shall pay Executive a base salary (“Base Salary”) at the rate of $650,000 per
annum commencing on the beginning of Executive’s term of employment hereunder.
Base Salary shall be payable in accordance with the ordinary payroll practices
of the Company. The Compensation Committee of the Board will review Executive’s
salary at least annually and may increase (but not reduce) Executive’s Base
Salary in its sole discretion. Once increased, such Base Salary shall not be
reduced and, as so increased, shall constitute “Base Salary” hereunder.


 


3.2           Annual Bonus.  In addition to her Base Salary, Executive shall,
commencing with the 2009 fiscal year and continuing each fiscal year during the
Term hereafter, be afforded a reasonable opportunity to earn an annual cash
bonus (the “Bonus”).  The Company shall be deemed to have provided
Executive with such opportunity by establishing one or more reasonable annual
performance goals for the Company (the “Annual
Performance Goals”) under an annual executive incentive plan (a “Bonus Plan”) designed to pay a bonus should
the Company meet or exceed such goals. 
In determining Executive’s Bonus, Executive’s target Bonus shall be at
least 100% of Base Salary (the “Target Bonus”).  If in any year the Annual Performance Goals
for the Company are exceeded by a material amount, the Company shall award
Executive a “stretch” Bonus of up to an additional 50% of Base Salary (for a
total Bonus of up to 150% of Base Salary) as determined by the Compensation Committee
of the Board.  For 2009,  Executive’s Bonus shall be calculated in
accordance with the Company’s 2009 Bonus Plan as adopted by the Board prior to
the date hereof.  After 2009, the
Compensation Committee of the Board, after consultation with management, will
in the last quarter of each year establish reasonable eligibility requirements
and Annual Performance Goals for the Bonus Plan for the next year based on the
actual and projected performance of the Company. Executive shall be deemed to
have earned an annual Bonus under the Company’s Bonus Plan so long as Executive
meets the Annual Performance Goals established thereunder and is employed by
the Company as of the last day of the Company’s fiscal year.


 


4.             Employee Benefits.


 


4.1           Employee Benefit Programs, Plans and
Practices.  The Company shall during the Term provide
Executive with coverage under all employee pension and welfare benefit
programs, plans and practices (to the extent permitted under any employee
benefit plan) in accordance with the terms thereof, which the Company generally
makes available to its senior executives.


 


4.2           Vacation.  While employed hereunder, Executive shall be entitled
to no less than 20 business days paid vacation in each calendar year, which
shall be taken at such times as are consistent with Executive’s
responsibilities hereunder.


 


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5.             Expenses.  Executive is authorized to incur reasonable expenses
in carrying out her duties and responsibilities under this Agreement. The
Company will reimburse Executive for such expenses upon presentation by
Executive from time to time of appropriately itemized and approved (consistent
with the Company’s policy) accounts of such expenditures.


 


6.             Termination of Employment.


 


6.1           Termination Without Cause.  Except as provided in Section 6.3, if Executive’s
employment is terminated by the Company (other than for Permanent Disability,
death or Cause), Executive shall receive such payments, if any, under
applicable plans or programs, including but not limited to those referred to in
Section 4.1 hereof, to which she is entitled pursuant to the terms of such
plans or programs, and any unpaid payments of Base Salary previously earned,
any unpaid Bonus earned or awarded for prior periods, accrued vacation and
expense incurred for which Executive is entitled to reimbursement hereunder. If
Executive is terminated under this Section 6.1, Executive shall also be
entitled to receive:


 


(a)  an amount in
lieu of any other cash compensation beyond that provided in the immediately
preceding sentence, which amount shall be equal to the sum of:


 


(i)  the actual
bonus, if any, she would have received in respect of the fiscal year in which
her termination occurs, prorated by a fraction, the numerator of which is the
number of days in such fiscal year prior to the date of Executive’s termination
and the denominator of which is 365, payable at the same time as bonuses are
paid to other executives;


 


(ii)  two times
Executive’s annual Base Salary; plus one times Executive’s Target Bonus;
payable in a lump sum within 30 days following such termination of employment;
provided that if such termination occurs within 90 days prior to calendar year
end, amount shall be payable on January 1 of the year following the date
of Executive’s termination; and


 


(b)  continued
coverage for a 24-month period under any employee medical, health and life
insurance plans in accordance with the respective terms thereof applicable to
active employees (other than the requirement of continued employment);
provided, however, that payments and benefits due hereunder shall be reduced by
any amounts owed by Executive to the Company.


 


In no event shall
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to Executive under any of the provisions
of this Agreement and such amounts shall not be reduced whether or not
Executive obtains other employment.


 


6.2           Termination For Good Reason.  Except as provided in Section 6.3, Executive may
resign for Good Reason (as defined below) if Executive provides written
notification to the Company of the existence of a condition constituting Good
Reason (“Notification”) within
ninety (90) days of the initial existence of such condition (“Existence Date”) and the resignation occurs
within two (2) years of the Existence Date.  If Executive resigns for Good Reason,
Executive shall receive such payments, if any, under applicable plans or
programs, including but not limited to those referred to in Section 4.1
hereof, to which she is entitled pursuant to the terms of such plans or
programs, and any unpaid payments of Base Salary previously earned, any unpaid
Bonus earned or awarded for prior periods, accrued vacation and expense
incurred for which Executive is entitled to reimbursement hereunder. If
Executive resigns under this Section 6.2, Executive shall also be entitled
to receive:


 


(a)  an amount in
lieu of any other cash compensation beyond that provided in the immediately
preceding sentence, which amount shall be equal to the sum of:


 


(i)  the actual
bonus, if any, she would have received in respect of the fiscal year in which
her resignation occurs, prorated by a fraction, the numerator of which is the
number of days in 


 


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such fiscal year prior to the date of Executive’s
resignation and the denominator of which is 365, payable at the same time as
bonuses are paid to other executives;


 


(ii)  two times
Executive’s annual Base Salary; plus one times Executive’s Target Bonus;
payable in a lump sum within 30 days following such resignation of employment;
provided that if such resignation occurs within 90 days prior to calendar year
end, amount shall be payable on January 1 of the year following the date
of Executive’s resignation; and


 


(b)  continued
coverage for a 24-month period under any employee medical, health and life
insurance plans in accordance with the respective terms thereof applicable to
active employees (other than the requirement of continued employment);
provided, however, that payments and benefits due hereunder shall be reduced by
any amounts owed by Executive to the Company.


 


Good Reason shall be defined as one or more of the
following conditions arising without the consent of Executive and which has not
been remedied by the Company within thirty (30) days after receipt of the
Notification:  (i) a material
reduction in Executive’s Base Salary or the establishment of or any amendment
to the annual cash bonus plan which would materially impair the ability of
Executive to receive the Target Bonus (other than the establishment of
reasonable EBITDA or other reasonable performance targets to be set annually in
good faith by the Board), (ii) a material diminution of Executive’s
titles, offices, positions or authority, excluding for this purpose an action
not taken in bad faith; or the assignment to Executive of any duties
inconsistent with Executive’s position (including status or reporting
requirements), authority, or material responsibilities, or the removal of
Executive’s authority or material responsibilities, excluding for this purpose
an action not taken in bad faith, (iii) a transfer of Executive’s primary
workplace by more than fifty (50) miles from the current workplace, (iv) a
material breach of this Agreement by the Company, (v) Executive is not the
Chief Executive Officer of Regal Cinemas Corporation, or (vi) Executive is
not the Chief Executive Officer of the Company and a member of the Board.


 


6.3           Termination During a Change of
Control  Notwithstanding Section 6.1 or 6.2, if within
three months prior to or one year after a Change of Control (as defined below),
Executive’s employment is terminated by the Company (other than for Permanent
Disability, death or Cause) or Executive resigns for Good Reason, Executive
shall receive such payments, if any, under applicable plans or programs,
including but not limited to those referred to in Section 4.1 hereof, to
which she is entitled pursuant to the terms of such plans or programs, and any
unpaid payments of Base Salary previously earned, any unpaid Bonus earned or
awarded for prior periods, accrued vacation and expense incurred for which
Executive is entitled to reimbursement hereunder. If Executive is terminated or
resigns under this Section 6.3, Executive shall also be entitled to
receive:


 


(a)  an amount in
lieu of any other cash compensation beyond that provided in the immediately
preceding sentence, which amount shall be equal to the sum of:


 


(i)  the actual
bonus, if any, she would have received in respect of the fiscal year in which
her termination or resignation occurs, prorated by a fraction, the numerator of
which is the number of days in such fiscal year prior to the date of Executive’s
termination or resignation and the denominator of which is 365, payable at the
same time as bonuses are paid to other executives; and


 


(ii)  two and one
half times Executive’s annual Base Salary; plus two times Executive’s Target
Bonus payable in a lump sum within 30 days following such termination or
resignation of employment; provided that if such termination or resignation
occurs within 90 days prior to calendar year end, amount shall be payable on January 1
of the year following the date of Executive’s termination or resignation; and


 


(b)  continued
coverage for a 30-month period under any employee medical, health and life
insurance plans in accordance with the respective terms thereof applicable to
active employees (other than the requirement of continued employment);
provided, however, that payments and benefits due hereunder shall be reduced by
any amounts owed by Executive to the Company.


 


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A Change of Control
shall be deemed to have occurred upon both of the following occurring: (A) any
individual, entity, or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than Anschutz
Company, The Anschutz Corporation, or any entity or organization controlled by
Philip F. Anschutz (collectively, the “Anschutz
Entities”), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) acquires 20% or more of the combined voting
power of the then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (“Voting
Power”); and (B) such beneficial ownership (as so defined) by
such individual, entity or group of more than 20% of the Voting Power then
exceeds the beneficial ownership (as so defined) by the Anschutz Entities of the
Voting Power.


 


6.4           Permanent Disability.  If Executive is unable to engage in the activities
required by Executive’s job by reason of any medically determined physical or
mental impairment which has lasted or can be expected to last for a continuous
period of not less than six (6) consecutive months (“Permanent Disability”), the Company or
Executive may terminate Executive’s employment on written notice thereof, and
Executive shall receive or commence receiving, as soon as practicable:


 


(i)  the actual bonus,
if any, she would have received in respect of the fiscal year in which her
termination occurs, prorated by a fraction, the numerator of which is the
number of days of the fiscal year until termination and the denominator of
which is 365, payable at the same time as bonuses are paid to other executives;
and


 


(ii)  accrued but
unpaid Base Salary and such payments under applicable plans or programs,
including but not limited to those referred to in Sections 4 and 5 hereof, to
which she is entitled pursuant to the terms of such plans or programs.


 


6.5           Death.  In the event of Executive’s death during the Term,
Executive’s estate or designated beneficiaries shall receive or commence
receiving, as soon as practicable:


 


(i)  the actual
bonus, if any, she would have received in respect of the fiscal year in which
her death occurs, prorated by a fraction, the numerator of which is the number
of days of the fiscal year until her death and the denominator of which is 365,
payable at the same time as bonuses are paid to other executives; and


 


(ii)  accrued but
unpaid Base Salary and such payments under applicable plans or programs,
including but not limited to those referred to in Sections 4 and 5 hereof, to
which Executive’s estate or designated beneficiaries are entitled pursuant to
the terms of such plans or programs.


 


6.6           Termination for Cause; Resignation
by Executive.


 


(a)  The Company
shall have the right to terminate the employment of Executive for Cause. In the
event that Executive’s employment is terminated by the Company for Cause or by
Executive for any reason (other than by Executive for Good Reason or as a
result of Executive’s Permanent Disability or death) during the Term, Executive
shall not be entitled to the payment of any compensation otherwise included
under this Agreement. After the termination of Executive’s employment under
this Section 6.6, the obligations of the Company under this Agreement to
make any further payments, or provide any benefits specified herein, to
Executive shall thereupon cease and terminate.


 


(b)  As used herein,
the term “Cause” shall be limited to (i) any willful breach of any
material written policy of the Company that results in material and
demonstrable liability or loss to the Company; (ii) the engaging by
Executive in conduct involving moral turpitude that causes material and
demonstrable injury, monetarily or otherwise, to the Company, including, but
not limited to, misappropriation or conversion of assets of the Company (other
than immaterial assets); (iii) conviction of or entry of a plea of nolo
contendere to a felony; or (iv) a material breach of this Agreement by
engaging in action in violation of the restrictive covenants in this Agreement.
No act or failure to act by Executive shall be deemed


 


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“willful” if done, or omitted to be done, by her in
good faith and with the reasonable belief that her action or omission was in
the best interest of the Company.


 


7.             Indemnification.  To the fullest extent permitted by the indemnification
provisions of the articles of incorporation and bylaws of the Company in effect
as of the date of this Agreement and the indemnification provisions of the
corporation statute of the jurisdiction of the Company’s incorporation in
effect from time to time (collectively, the “Indemnification
Provisions”), and in each case subject to the conditions hereof, the
Company shall (i) indemnify Executive, as a director and officer of the
Company or a subsidiary of the Company or a trustee or fiduciary of an employee
benefit plan of the Company or a subsidiary of the Company, or, if Executive
shall be serving in such capacity at the Company’s written request, as a
director or officer of any other corporation (other than a subsidiary of the
Company) or as a trustee or fiduciary of an employee benefit plan not sponsored
by the Company or a subsidiary of the Company, against all liabilities and
reasonable expenses that may be incurred by Executive in any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal or
administrative, or investigative and whether formal or informal, because
Executive is or was a director or officer of the Company, a director or officer
of such other corporation or a trustee or fiduciary of such employee benefit
plan, and against which Executive may be indemnified by the Company, and (ii) pay
for or reimburse the reasonable expenses incurred by Executive in the defense
of any proceeding to which Executive is a party because Executive is or was a
director or officer of the Company, a director or officer of such other
corporation or a trustee or fiduciary of such employee benefit plan. The rights
of Executive under the Indemnification Provisions shall survive the termination
of the employment of Executive by the Company.


 


8.             Notices.  All notices or communications hereunder shall be in
writing, addressed as follows:


 


To the Company:


 


Regal Entertainment Group

7132 Regal Lane 

Knoxville, TN 37918

Attn: Peter B. Brandow, Esq., General Counsel


 


To Executive:


 


Ms. Amy E. Miles

1507 Aberdeen Drive

Alcoa, TN 37701


 


Any such notice or
communication shall be delivered by hand or by courier or sent certified or
registered mail, return receipt requested, postage prepaid, addressed as above
(or to such other address as such party may designate in a notice duly
delivered as described above), and the third business day after the actual date
of mailing shall constitute the time at which notice was given.


 


9.             Separability; Legal Fees.  If any provision of this Agreement shall be declared
to be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions hereof which shall
remain in full force and effect. The non-prevailing party shall bear the costs
of any legal fees and other fees and expenses which may be incurred by the
prevailing party in respect of enforcing its respective rights under this
Agreement.


 


10.           Assignment.  This contract shall be binding upon and inure to the
benefit of the heirs and representatives of Executive and the assigns, and
successors of the Company, but neither this Agreement nor any rights or
obligations hereunder shall be assignable or otherwise subject to hypothecation
by Executive (except by will or by operation of the laws of intestate
succession) or by the Company, except that the Company may assign this
Agreement to any successor (whether by merger, purchase or otherwise) to all or
substantially all of the stock, assets or businesses of the Company, if such
successor expressly agrees to assume the obligations of the Company hereunder.


 


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11.           Amendment.  This Agreement may only be amended by written
agreement of the parties hereto.


 


12.           Nondisclosure of Confidential
Information: Non-Competition.


 


(a)  Executive shall
not, without the prior written consent of the Company, use, divulge, disclose
or make accessible to any other person, firm, partnership, corporation or other
entity any Confidential Information pertaining to the business of the Company
or any of its affiliates, except (i) while employed by the Company, in the
business of and for the benefit of the Company, or (ii) as required by
law. For purposes of this Section 12(a), “Confidential Information” shall
mean non-public information concerning the financial data, strategic business
plans, product development (or other proprietary product data), customer lists,
marketing, acquisition and divestiture plans and other non-public, proprietary
and confidential information of the Company, its subsidiaries, its theater
affiliates (the “Restricted Group”)
or suppliers (including, without limitation, any motion picture distributor or
exhibitor) or vendors, that, in any case, is not otherwise available to the
public (other than by Executive’s breach of the terms hereof).


 


(b)  During the
period of her employment hereunder and for one year thereafter (except in the
case where Executive terminates her employment with the Company for the Good
Reason event described in clause (v) of the definition of “Good Reason”),
Executive agrees that, without the prior written consent of the Company, (A) she
will not, directly or indirectly, either as principal, manager, agent,
consultant, officer, stockholder, partner, investor, lender or employee or in
any other capacity, carry on, be engaged in, or have any financial interest in,
any business in Competition (as defined in Section 12(c)) with the
business of the Restricted Group and (B) she shall not, on her own behalf
or on behalf of any person, firm or company, directly or indirectly, solicit or
hire for the benefit of anyone, other than the Restricted Group, any person who
is, or was at any time during the six (6) months immediately preceding the
time of the solicitation or hiring by Executive employed by the Restricted
Group (other than Executive’s secretary or other administrative employee who
worked directly for her).


 


(c)  For purposes of
this Section 12, a business shall be deemed to be in “Competition” with
the Restricted Group if it operates a first-run movie theater with a minimum of
six (6) screens within ten (10) miles of any first-run movie theater
with a minimum of six (6) screens operated by a member of the Restricted
Group. Nothing in this Section 12 shall be construed so as to preclude
Executive from investing in a publicly or privately held company, provided
Executive’s beneficial ownership of any class of such company’s securities does
not exceed 1% of the outstanding securities of such class.


 


(d)  Executive and
the Company agree that this covenant not to compete is a reasonable covenant
under the circumstances, and further agree that if in the opinion of any court
of competent jurisdiction such restraint is not reasonable in any respect, such
court shall have the right, power and authority to excise or modify such
provision or provisions of this covenant as to the court shall appear not
reasonable and to enforce the remainder of the covenant as so amended.
Executive agrees that any breach of the covenants contained in this Section 12
would irreparably injure the Company. Accordingly, Executive agrees that the
Company may, in addition to pursuing any other remedies it may have in equity,
obtain an injunction against Executive from any court having jurisdiction over
the matter restraining any further violation of this Agreement by Executive and
cease making any payments otherwise required by this Agreement; provided, however, that in the event a
court of competent jurisdiction, which recognizes the validity of the
provisions of this Section 12, finds Executive not to be in violation of
the provisions of this Section 12, then the Company shall pay to
Executive, in a lump sum, within ten days of such determination, all amounts
that would have been payable to Executive hereunder through the date of such determination
and continue making any other payments due with respect to periods of time
subsequent to such determination in accordance with the provisions of this
Agreement.


 


13.           Beneficiaries: References  Executive shall be entitled to select (and change, to
the extent permitted under any applicable law) a beneficiary or beneficiaries
to receive any compensation or benefit payable hereunder following Executive’s
death, and may change such election, in either case by giving the Company
written notice thereof. In the event of Executive’s death or a judicial
determination of her incompetence, reference in this Agreement to Executive
shall be deemed, where appropriate, to refer to her beneficiary, estate or
other legal representative, and the Company shall pay amounts payable under
this Agreement, unless otherwise provided 


 


7

















 


herein, in accordance with the terms of this
Agreement, to Executive’s personal or legal representatives, executors,
administrators, heirs, distributees, devisees, legatees or estate, as the case
may be. Any reference to the feminine gender in this Agreement shall include,
where appropriate, the masculine.


 


14.           Survival.  The respective rights and obligations of the parties
hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section 14 are in addition to the survivorship
provisions of any other section of this Agreement.


 


15.           Governing Law. This Agreement shall be construed,
interpreted and governed in accordance with the laws of the state of Tennessee,
without reference to rules relating to conflicts of law.


 


16.           Effect on Prior Agreements.  Except for amendments to this Agreement, this
Agreement contains the entire understanding between the parties hereto and
supersedes in all respects any prior or other agreement or understanding
between the Company or any affiliate of the Company and Executive.


 


17.           Withholding.  The Company shall be entitled to withhold all
applicable tax withholdings, FICA, FUTA and all other required withholdings of
the Company from any and all payments made under any provision of this
Agreement.


 


18.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which will be deemed an original.


 


*    *    *   
*


 


[Signature Page Follows]


 


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IN
WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date set forth in the
first paragraph.


 


	
   

  	
  REGAL
  ENTERTAINMENT GROUP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael L. Campbell

  
	
   

  	
  Name:

  	
  Michael L. Campbell

  
	
   

  	
  Title:

  	
  Chief Executive Officer
  and

  
	
   

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/ Amy E. Miles

  
	
   

  	
  Amy E. Miles

  
					



 


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