Exhibit
10.32(c)


 


FORM OF
INCENTIVE STOCK OPTION AGREEMENT


 


THIS AGREEMENT
(the “Agreement”) is entered into as of [                                 ]
(the “Grant Date”) by and between Marquee Holdings Inc., a Delaware corporation
(the “Company”) and [                                        ],
an Employee of the Company (or one of its Plan Subsidiaries), hereinafter
referred to as the “Optionee.”


 


WHEREAS, the
Company wishes to afford the Optionee the opportunity to purchase shares of its
common stock, par value $0.01 per share (“Common Stock”); and


 


WHEREAS, the
Company wishes to carry out the 2004 Stock Option Plan of Marquee Holdings Inc.
(as it may be amended from time to time, the “Plan”), the terms of which
are hereby incorporated by reference and made a part of this Agreement; and


 


WHEREAS, the
Committee appointed to administer the Plan pursuant to Section 6.1 of the
Plan (the “Committee”) has determined that it would be to the advantage
and best interest of the Company and its shareholders to grant the Incentive
Stock Option provided for herein to the Optionee as an inducement to enter into
or remain in the service of the Company (or one of its Plan Subsidiaries) and
as an incentive for increased efforts during such service, and has advised the
Company thereof and instructed the undersigned officers to issue said Option;


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto do hereby agree as follows:


 


ARTICLE I.

DEFINITIONS


 


Whenever the
following terms are used in this Agreement, they shall have the meaning
specified below unless the context clearly indicates to the contrary.  Capitalized terms used in this Agreement and
not defined below shall have the meaning given such terms in the Plan.  The singular pronoun shall include the
plural, where the context so indicates.


 


Section 1.1                                      “Cause” shall have the
meaning given such term in the service agreement between the Company (or a Plan
Subsidiary) and the Optionee, if any, and in the event there is no such
agreement in effect shall mean the Optionee’s (i) willful or negligent failure
to substantially perform his duties with the Company or any Plan Subsidiary;
(ii) willful or negligent failure to carry out, or comply with, in any material
respect, any lawful and reasonable directive of the Company or any Plan
Subsidiary; (iii) commission at any time of any act or omission that results
in, or that may reasonably be expected to result in, a conviction, plea of no
contest or imposition of unadjudicated probation for any felony or crime
involving moral turpitude; (iv) unlawful use (including being under the
influence) or possession of illegal drugs on the Company’s or any Plan
Subsidiary’s premises or while performing any duties or responsibilities with
the Company or any Plan Subsidiary; or (v) commission at any time of any act of
fraud, embezzlement, misappropriation, material misconduct, or breach of
fiduciary duty against the Company or any Plan Subsidiary (or any predecessor
thereto or successor thereof).


 





















 


Section 1.2                                      “Grant Date” shall have the
meaning set forth in the Recitals hereto.


 


Section 1.3                                      “Management Stockholders
Agreement” shall mean that certain Management Stockholders Agreement dated December 23,
2004 by and among the Company, the Principal Investors and certain management
stockholders which contains terms applicable to Options, the shares of Common
Stock acquired upon Option exercise and other shares of Common Stock, if any,
held by the Optionee during the term of such agreement, and attached hereto as Exhibit
A, as the same may be amended from time to time.  As a condition to the grant of the Option,
the Optionee shall become a party to the Management Stockholders Agreement.


 


Section 1.4                                      “Option” shall mean the
Incentive Stock Option to purchase Common Stock granted under this Agreement.


 


Section 1.5                                      “Plan” shall have the meaning
set forth in the Recitals hereto.


 


ARTICLE II.

GRANT OF OPTION


 


Section 2.1                                      Grant
of Option.  In consideration of the
Optionee’s agreement to enter into or remain in the employ of the Company or
one of its Plan Subsidiaries, and for other good and valuable consideration, as
of the Grant Date, the Company irrevocably grants to the Optionee the Option to
purchase any part or all of an aggregate of [                                  
(                     )]
shares of Common Stock upon the terms and conditions set forth in the Plan and
this Agreement.


 


Section 2.2                                      Option
Subject to Plan.  The Option granted
hereunder is subject to the terms and provisions of the Plan, including without
limitation, Article V and Sections 7.1, 7.2 and 7.3 thereof.


 


Section 2.3                                      Option
Price.  The purchase price of the
shares of Common Stock covered by the Option shall be $[                               ]
per share (without commission or other charge), which is the Fair Market Value
as of the Grant Date.


 


Section 2.4                                      Adjustments
to Options.  The Committee shall make
adjustments with respect to the Option in accordance with the provisions of Section 7.1
of the Plan; provided, however,
that each such adjustment shall be made in such manner as not to constitute a “modification”
within the meaning of Section 424(h)(3) of the Code, unless the Optionee
consents to an adjustment which would constitute such a “modification.”


 


ARTICLE III.

EXERCISABILITY


 


Section 3.1                                      Commencement
of Exercisability


 


(a)                                  Subject to subsection (b) and Section 3.3,
the Option shall become exercisable in five equal and cumulative installments
provided that the Optionee remains continuously employed in active service by
the Company from the Grant Date through such date as follows:


 


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(i)                                     The
first installment shall consist of 20% of the shares covered by the Option and
shall become exercisable on the first anniversary of the Grant Date;


 


(ii)                                  The
second installment shall consist of 20% of the shares covered by the Option and
shall become exercisable on the second anniversary of the Grant Date;


 


(iii)                               The third installment
shall consist of 20% of the shares covered by the Option and shall become
exercisable on the third anniversary of the Grant Date;


 


(iv)                              The
fourth installment shall consist of 20% of the shares covered by the Option and
shall become exercisable on the fourth anniversary of the Grant Date; and.


 


(v)                                 The
fifth installment shall consist of 20% of the shares covered by the Option and
shall become exercisable on the fifth anniversary of the Grant Date.


 


(b)                                 No
portion of the Option which is unexercisable at Termination of Employment shall
thereafter become exercisable.


 


Section 3.2                                      Duration
of Exercisability.  The installments
provided for in Section 3.1 are cumulative.  Each such installment which becomes
exercisable pursuant to Section 3.1 shall remain exercisable until it
becomes unexercisable.


 


Section 3.3                                      Expiration
of Option.  The Option may not be
exercised to any extent by anyone after the first to occur of the following
events:


 


(a)                                  The
tenth anniversary of the Grant Date; or


 


(b)                                 If
the Optionee owned (within the meaning of Section 424(d) of the Code), at
the time the Option was granted, more than ten percent of the total combined
voting power of all classes of stock of the Company or any Subsidiary or parent
corporation thereof (within the meaning of Section 422 of the Code), the
fifth anniversary of the Grant Date; or


 


(c)                                  Except
as the Committee may otherwise approve, the date that is ninety (90) days
following the date of the Optionee’s Termination of Employment for any reason
other than (i) termination by the Company for Cause; or (ii) the Optionee’s
death or disability (as defined in Section 22(e)(3) of the Code); or


 


(d)                                 Except
as the Committee may otherwise approve, the date of the Optionee’s Termination
of Employment by reason of termination by the Company for Cause; or


 


(e)                                  In
the case of an Optionee whose Termination of Employment is by reason of his or
her death or disability (within the meaning of Section 22(e)(3) of the
Code), the expiration of 12 months from the date of the Optionee’s Termination
of Employment.


 


Section 3.4                                      Partial
Exercise.  Any exercisable portion of
the Option or the entire Option, if then wholly exercisable, may be exercised
in whole or in part at any time prior to the time when the Option or portion
thereof becomes unexercisable; provided, however, that each partial exercise
shall be for not less than one (1) share.


 


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Section 3.5                                      Exercise
of Option.  The exercise of the
Option shall be governed by the terms of this Agreement and the terms of the
Plan, including, without limitation, the provisions of Article V of the
Plan.


 


Section 3.6                                      Special
Tax Consequences.  The Optionee
acknowledges that, to the extent that the aggregate Fair Market Value of Common
Stock with respect to which “incentive stock options” (within the meaning of Section 422
of the Code, but without regard to Section 422(d) of the Code), including
the Option, are exercisable for the first time by the Optionee during any
calendar year (under the Plan and all other incentive stock option plans of the
Company, any Subsidiary and any parent corporation thereof (within the meaning
of Section 422 of the Code)) exceeds $100,000, such options shall be
treated as Non-Qualified Options to the extent required by Section 422 of
the Code.  The Optionee further
acknowledges that the rule set forth in the preceding sentence shall be applied
by taking options into account in the order in which they were granted.  For purposes of these rules, the Fair Market
Value of Common Stock shall be determined as of the time the option with
respect to such Common Stock is granted.


 


ARTICLE IV.

OTHER PROVISIONS


 


Section 4.1                                      Not
a Contract of Employment.  Nothing in
this Agreement or in the Plan shall confer upon the Optionee any right to
continue in the employ of the Company or any of its Subsidiaries or shall
interfere with or restrict in any way the rights of the Company or its
Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at
any time for any reason whatsoever, with or without Cause, except as may
otherwise be provided by any written agreement entered into by and between the
Company and the Optionee.


 


Section 4.2                                      Shares
Subject to Plan and Management Stockholders Agreement.  The Optionee acknowledges that any shares
acquired upon exercise of the Option are subject to the terms of the Plan and
the Management Stockholders Agreement including, without limitation, the
restrictions set forth in Section 5.6 of the Plan.  The Optionee further acknowledges that the
Option is subject to the terms of the Management Stockholders Agreement
including, without limitation, the “Call Rights” and the “Exit Sale” contained
in Sections 2 and 3 of the Management Stockholders Agreement.


 


Section 4.3                                      Construction.  This Agreement shall be administered,
interpreted and enforced under the laws of the state of Delaware.


 


Section 4.4                                      Notification
of Disposition.  The Optionee shall
give prompt notice to the Company of any disposition or other transfer of any
shares of Common Stock acquired under this Agreement if such disposition or
transfer is made (a) within two years from the Grant Date or (b) within one
year after the transfer of such shares to him. 
Such notice shall specify the date of such disposition or other transfer
and the amount realized, in cash, other property, assumption of indebtedness or
other consideration, by the Optionee in such disposition or other transfer.


 


Section 4.5                                      Conformity
to Securities Laws.  The Optionee
acknowledges that the Plan is intended to conform to the extent necessary with
all provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated thereunder by the Securities and


 


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Exchange Commission, including without limitation Rule 16b-3.  Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Option is granted and may be
exercised, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by
applicable law, the Plan and this Agreement shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.


 


Section 4.6                                      Amendment,
Suspension and Termination.  The
Option may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Committee or the Board,
provided that, except as provided by Section 7.1 of the Plan, neither the
amendment, suspension nor termination of this Agreement shall, without the consent
of the Optionee, materially and adversely alter or impair any rights or
obligations under the Option.


 


 


[signature page follows]


 


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IN WITNESS
WHEREOF, this Agreement has been executed and delivered by the parties hereto.


 


 


	
   

  	
  MARQUEE HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name of Optionee]

  
	
   

  	
   

  
	
   

  	
  Residence Address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Optionee’s Social Security Number:  

  	
   

  	
   

  
					



 


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EXHIBIT
A


 


MANAGEMENT
STOCKHOLDERS AGREEMENT