Exhibit
10.32(b)


 


FORM OF NON-QUALIFIED 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 [                                        ],
a[n Employee/Non-Employee Director/Consultant] 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 Non-Qualified 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 Non-Qualified 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.


 


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:


 


(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;


 


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(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)                                 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


 


(c)                                  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


 


(d)                                 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.


 


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.


 


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


 


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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                                      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 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 4.5                                      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