**Exhibit 10.49**

**EMPLOYMENTAGREEMENT**

 

This Employment Agreement is entered into by and among**AMC ENTERTAINMENT INC**., a Delawarecorporation (“AMCE”), **AMERICAN****MULTI**-**CINEMA, INC**., a Missouricorporation (“AMC” and, collectively with AMCE, the “Company”), and **KEVIN****M. CONNOR** (“Employee”).In consideration of the mutual promises and covenants contained herein, theparties hereto agree as follows:

 

1.              **Position and Duties**.** **During the Term (as definedin Section 2) of his employment by the Company under this Agreement, Employeeshall devote his full time and attention to the business of the Company asSenior Vice President, Legal of AMC Entertainment Inc.

 

2.              **Term**.** **Theterm of this Agreement shall commence as of November 6, 2002 and shallterminate on November 5, 2004 or sooner as provided in Section 6 below (suchperiod, as it may be extended, the “Term”). On each November 6 hereafter,commencing in 2003, one year shall be added to the Term of Employee’semployment with the Company under this Agreement, so that as of each November 6the Term of Employee’s employment hereunder shall be two (2) years.

 

3.              **Compensation**.

 

(a)           *BaseSalary.  *During the Term ofhis employment by the Company under this Agreement, Employee shall receive anannual salary of $225,000.00 (“Base Salary”) (less withholding for applicabletaxes), payable in accordance with the Company’s payroll procedures for itssalaried employees, subject to such increases as may be determined by AMCE’sChairman of the Board, President and Chief Executive Officer and, ifapplicable, the Compensation Committee of the Board of Directors of AMCE.

 

(b)           *Bonus. *In addition to Base Salary,Employee shall be eligible to receive an annual bonus (the “Bonus”) asdetermined from time to time by AMCE’s Chairman of the Board, President andChief Executive Officer and, if applicable, the Compensation Committee of theBoard of Directors of AMCE, based on the Company’s applicable incentivecompensation program, as such may exist from time to time. Employee shallreceive a one-time special bonus of $50,000 if Employee becomes in-houseGeneral Counsel.

 

(c)           *Benefits. *During the Term of Employee’semployment by the Company under this Agreement, Employee also shall be eligiblefor the benefits offered by the Company from time to time to the Company’sother executive officers (such as group insurance, pension plans, thrift plans,stock purchase plans and the like). Nothing herein shall be construed so as toprevent the Company from modifying or terminating any employee benefit plans orprograms it may adopt from time to time.

 

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(d)           *Automobile. *During the Term of Employee’semployment by the Company under this Agreement, the Company shall provideEmployee with a Company owned or leased automobile or an equivalent automobileallowance.

 

4.                **ExpenseReimbursements**.** **Duringthe Term of Employee’s employment by the Company under this Agreement, theCompany shall reimburse Employee for business travel and entertainment expensesreasonably incurred by Employee on behalf of the Company in accordance with theCompany’s procedures, as such may exist from time to time.

 

5.              **Termination**.** **Employee’s employment by theCompany under this Agreement shall be terminated upon the earliest to occur ofthe following events:

 

(a)             *Resignation. *Employee’s resignation orother voluntary departure.

 

(b)             *Death. *The death of Employee.

 

(c)            *Disability. *If, as a result of Employee’sincapacity due to physical or mental illness, (i) Employee shall not have beenregularly performing his duties and obligations hereunder for a period of onehundred twenty (120) consecutive days (a “Disability”), (ii) the Company hasgiven Employee the written Notice of Termination pursuant to Section 6(a)hereof, and (iii) within thirty (30) days after the Company gives Employee suchwritten Notice of Termination (which may occur before or after the end of such120 day period), Employee shall not have returned to the performance of hisduties and obligations hereunder on a regular basis.

 

(d)            *Cause. *Employee is terminated forCause. For purposes of this Agreement, “Cause” is defined as (i) the willful**andcontinued failure by Employee to perform substantially his duties with theCompany (other than any such failure resulting from his incapacity due tophysical or mental illness), or (ii) the willful engaging by Employee inmisconduct which is materially and demonstrably injurious to the Company. Forpurposes of this Agreement, no act, or failure to act, on the part of Employeeshall be considered “willful” unless such act was committed, or such failure toact occurred, in bad faith and without reasonable belief that Employee’s act orfailure to act was in the best interests of the Company.

 

(e)            *WithoutCause.  *The employment ofEmployee by the Company under this Agreement may be terminated without Causewith severance at any time by AMCE’s Chairman of the Board, President and ChiefExecutive Officer in such officer’s sole discretion. In the event of payment ofseverance without Cause, Employee shall receive the severance amount specifiedin paragraph 7(c) herein and in such case, Employee will not receive severanceunder the AMC Severance Pay Plan.

 

 

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(f)             *Changeof Control.  *Employeeterminates his employment by the Company hereunder due to the occurrence of anyone or more of the events described in clauses (i), (ii) and (iii) belowsubsequent to a Change of Control (as defined below), provided that Employeehas given the Company the written Notice of Termination pursuant to Section 6(a)hereof within sixty (60) days of the occurrence of any such event:

 

(i)              a substantial adverse alterationin Employee’s responsibilities from those in effect immediately prior to theChange of Control;

 

(ii)             a reduction in Employee’s BaseSalary below the rate that is in effect immediately prior to the Change ofControl; or

 

(iii)            a material reduction in the benefitsprovided to Employee by the Company prior to the Change of Control.

 

For purposes of thisAgreement a “Change of Control” means (i) a merger, consolidation or similartransaction involving the Company after which holders of the Company’s stockbefore such transaction do not own at least 50% of the combined voting power ofall shares generally entitled to vote in the election of the members of theBoard of Directors of the surviving entity, (ii) the acquisition by any personor group (other than Apollo or the holders of Class B Stock on the InitialIssuance Date), so long as neither Apollo nor such holders of Class B Stock isa part of such group (as such term is defined in Section 13(d) of theSecurities Exchange Act of 1934, as amended, and the regulations promulgatedthereunder), of beneficial ownership of at least 50% of the combined votingpower of all shares generally entitled to vote in the election of the membersof the Board of Directors of the Company, or (iii) the sale of all orsubstantially all of the assets of the Company or similar transaction (thedetermination of aggregate voting power to recognize that the Company’s Class BStock has ten votes per share and the Company’s Common Stock has one vote pershare).

 

“Apollo” means ApolloManagement IV, L.P., Apollo Management V, L.P. and their affiliates.

 

“Class B Stock” means theClass B Stock, par value $0.66 2/3 per share, of the Company.

 

“Common Stock” means theCommon Stock, par value $0.66 2/3 per share, of the Company.

 

“Initial Issuance Date”means April 19, 2001, the first date of issuance of the Preferred Stock (asdefined in the Investment Agreement described below, which definition isincorporated herein by this reference) pursuant to the closing of theInvestment Agreement.

 

 

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“Investment Agreement”means the Investment Agreement entered in as of April 19, 2001 among theCompany and certain investors named therein.

 

(g)                   *Retirement.  *Theretirement of the Employee at or after age 65.

 

6.              **Termination Procedure**.

 

(a)            *Noticeof Termination.  *Anytermination of the Company’s employment of Employee, either by the Company orby Employee (other than termination pursuant to Section 5(a) or (b) hereof),shall be communicated by written Notice of Termination to the other partyhereto in accordance with Section 11. For purposes of this Agreement, a “Noticeof Termination” shall mean a notice which shall indicate the specifictermination provision in this Agreement relied upon and shall, whereapplicable, set forth in reasonable detail the facts and circumstances claimedto provide a basis for termination of Employee under the provisions so indicated.

 

(b)            *Dateof Termination.  *“Date ofTermination” shall mean (i) if Employee’s employment by the Company isterminated by Employee’s resignation, retirement or other voluntary departure,the date of such event, (ii) if Employee’s employment by the Company isterminated by his death, the date of death, (iii) if Employee’s employment bythe Company is terminated pursuant to Section 5(c) hereof, thirty (30) daysafter Notice of Termination is given (provided that Employee shall not haveagain become available for service to the Company on a regular basis duringsuch thirty (30) day period), (iv) if Employee’s employment by the Company isterminated for Cause, the date specified in the Notice of Termination, and (v)if Employee’s employment by the Company is terminated for any other reason, thedate on which a Notice of Termination is given.

 

**7.              Compensation During Disability orUpon Termination**.

 

(a)           *DuringDisability.  *During any period that Employee fails toperform his duties under this Agreement as a result of incapacity due tophysical or mental illness (a “disability period”), Employee shall continue toreceive his Base Salary at the rate then in effect for such period until hisemployment by the Company is terminated pursuant to Section 5(c) hereof,provided that payments so made to Employee during the first 180 days of anysuch disability period shall be reduced by the sum of the amounts, if any, paidto Employee at or prior to the time of any such payment under disabilitybenefit plans of the Company or under the Social Security disability insuranceprogram, and which amounts were not previously applied to reduce any suchpayment. Employee shall also receive a pro rata portion of the Bonus describedin Section 3(b) pursuant to the Company’s applicable incentive compensationprogram (the amount of such pro rated Bonus to be determined as though thetarget level (or if there is no target level, at 50% of the Base Salary at therate then in effect) was attained, multiplied by a fraction, the numerator ofwhich is the number of

 

 

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completed months in thethen current Bonus program year and the denominator of which is 12), as suchmay exist from time to time.

 

(b)              *Terminationfor Employee Resignation, Cause or Retirement.  *If Employee’s employment by theCompany is terminated pursuant to Section 5(a), (d) or (g), the Company shallpay Employee his accrued but unpaid Base Salary through the Date of Terminationat the rate in effect at the time Notice of Termination is given, and theCompany shall have no further obligations to Employee under this Agreement. IfEmployee’s employment by the Company is terminated by Employee’s retirement,Employee shall also receive a pro rata portion of the Bonus described in Section3(b) pursuant to the Company’s applicable incentive compensation program (theamount of such pro rated Bonus to be determined as though the target level (orif there is no target level, at 50% of the Base Salary at the rate then ineffect) was attained, multiplied by a fraction, the numerator of which is thenumber of completed months in the then current Bonus program year and thedenominator of which is 12), as such may exist from time to time.

 

(c)               *Terminationfor Death, Disability, Without Cause or by Employee due to a Change of Control. *If Employee’s employment bythe Company is terminated prior to April 1, 2003, pursuant to Section 5(b),(c), (e) or (f), the Company shall pay to Employee or his personalrepresentative a lump sum amount equal to six months Base Salary (lesswithholding for applicable taxes) of Employee in effect on the Date ofTermination. If Employee’s employment by the Company is terminated after March31, 2003, pursuant to Section 5(b), (c), (e) or (f), the Company shall pay to Employeeor his personal representative a lump sum amount equal to two years Base Salary(less withholding for applicable taxes) of Employee in effect on the Date ofTermination.

 

8.              **Confidentiality**.** **Employee acknowledges thathe knows and in the future will know information relating to the Company andits affiliated companies and their respective operations that is confidentialor a trade secret.  Such informationincludes information, whether obtained in writing, in conversation orotherwise, concerning corporate strategy, intent and plans, businessoperations, pricing, costs, budgets, equipment, the status, scope and term ofpending acquisitions, negotiations and transactions, the terms of existing orproposed business arrangements, contracts and obligations, and corporate andfinancial reports.  Such confidential ortrade secret information shall not, however, include information in the publicdomain unless Employee has, without authority, made it public.

 

Employee shall (a) notdisclose such information to anyone except in confidence and as is necessary tothe performance of his duties for the Company, (b) keep such informationconfidential, (c) take appropriate precautions to maintain the confidentialityof such information, and (d) not use such information for personal benefit orthe benefit of any competitor or any other person.

 

 

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Upon termination of hisemployment by the Company under this Agreement, Employee shall return allmaterials in his possession or under his control that were prepared by orrelate to the Company or its affiliates, including, but not limited to,materials containing confidential information, files, memorandums, price lists,reports, budgets and handbooks.

 

Employee’s obligation underthis Section 8 shall survive the termination of Employee’s employment by theCompany under this Agreement.

 

9.              **Equitable Remedies**.** **The parties acknowledge thatirreparable damage will result to the Company from any violation of Section 8above by Employee. The parties expressly agree that, in addition to any and allremedies available to the Company for any such violation, the Company shallhave the remedy of restraining order and injunction and any such equitablerelief as may be declared or issued to enforce the provisions of Section 8above and Employee agrees not to claim in any such equitable proceeding that aremedy at law is available to the Company. Notwithstanding anything containedherein to the contrary and if, and only if, any provision of the type containedin Section 8 above, as the case may be, is enforceable in the jurisdiction inquestion, if any one or more of the provisions contained in such section shallfor any reason be held to be excessively broad as to duration, geographical scope,activity or subject, such provision shall be construed by limiting and reducingit so as to be enforceable to the extent compatible with the applicable law insuch jurisdiction as it shall then appear.

 

10.            **Successors: Binding Agreement**.

 

(a)             *CompanySuccessors.  *The Company willrequire any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all the business of theCompany, by agreement in form and substance satisfactory to Employee, to expresslyassume and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform it if no such successionhad taken place.

 

(b)             *Employee’sSuccessors.  *This Agreementand all rights hereunder shall be binding upon, inure to the benefit of and beenforceable by Employee’s personal or legal representatives and heirs.

 

 

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11.          **Notices**.** **All notices, requests,demand or other communications under this Agreement shall be in writingaddressed as follows:

 
|   | (a)    | If to the Company, to:      |
|--------|--------|-----------------------------|
|   |   |                        |
|   |   | Keith P. Wiedenkeller       |
|   |   | AMC Entertainment Inc.      |
|   |   | 920 Main                    |
|   |   | Kansas City, MO 64105       |
|   |   |                        |
|   | (b)    | If to Employee, to:         |
|   |   |                        |
|   |   | Kevin M. Connor             |
|   |   | 804 West 65th Street        |
|   |   | Kansas City, Missouri 64113 |

 

Any such notice, request, demand or othercommunication shall be effective as of the date of actual delivery thereof.Either party may change such notice address by written notice as providedherein.

 

12.            **Total Compensation**. ** **The compensation to be paidto Employee under this Agreement shall be in full payment for all servicesrendered by Employee in any capacity to the Company or any affiliate of theCompany.

 

13.            **Additional Potential Compensation**. ** **Nothing in this Agreementshall prohibit the Company from awarding additional compensation to Employee ifit is determined that such compensation is warranted based on Employee’sperformance.

 

14.            **Other Provisions.  **This Agreement shall be governed bythe laws of the State of Missouri. This Agreement represents the entireagreement of the parties hereto and shall not be amended except by a writtenagreement signed by all the parties hereto. This Agreement supersedes any priororal or written agreements or understandings between the Company or anyaffiliate of the Company and Employee. This Agreement shall not be assignableby one party without the prior written consent of the other party, except bythe Company if it complies with Section 10 above. In the event one or more ofthe provisions contained in this Agreement or any application thereof shall beinvalid, illegal or unenforceable in any respect, the validity, legality andenforceability of the remaining provisions of this Agreement or any otherapplication thereof shall not in any way be affected or impaired thereby.Section headings herein have no legal significance.

 

15.            **Arbitration**.** **Any legal dispute related tothis Agreement and/or any claim related to this Agreement, or breach thereof,shall, in lieu of being submitted to a court of law, be submitted toarbitration, in accordance with the applicable dispute resolution procedures ofthe American Arbitration Association.  Theaward of the arbitrators shall be final and binding upon the parties.

 

 

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The parties hereto agreethat (i) three arbitrators shall be selected pursuant to the rules andprocedures of the American Arbitration Association, (ii) at least onearbitrator shall be a licensed attorney, (iii) the arbitrators shall have thepower to award injunctive relief or to direct specific performance, (iv) eachof the parties, unless otherwise provided by applicable law and procedures,shall bear its own attorneys’ fees, costs and expenses and an equal share ofthe arbitrators’ and administrative fees of arbitration, and (v) thearbitrators shall award to the prevailing party a sum equal to that party’sshare of the arbitrators’ and administrative fees of arbitration.

 

Nothing in this sectionshall be construed as providing Employee a cause of action, remedy or procedurethat Employee would not otherwise have under this Agreement or the law.Employee understands that in signing this Agreement he is waiving any rightthat he may have to a jury trial or a court trial of any legal dispute or claimas set forth above.

 

**THISAGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THEPARTIES.**

 

IN WITNESS WHEREOF, theparties have executed this Employment Agreement effective as of the day andyear first above written.

 
|   | **AMC /ENTERTAINMENT INC.,**    |
|--------|---------------------------------|
|   | a Delaware corporation

   |
|   | By:                             |  /s/ Peter C.  Brown |
|   |                            | Peter C. Brown, Chairman of the Board, |
|   |                            | President and Chief Executive Officer |
|   |                            |   |
|   |                            |   |
|   |                            |   |
|   |                            |   |
|   | **AMERICAN MULTI-CINEMA, INC.** |
|   | a Missouri corporation

   |
|   | By:                             |  /s/ Peter C.  Brown |
|   |                            | Peter C. Brown, Chairman of the Board |
|   |                            | and Chief Executive Officer |
|   |                            |   |
|   |                            |   |
|   |                            |   |
|   |  /s/ Kevin M.  Connor      |
|   | **KEVIN M. CONNOR, EMPLOYEE**   |

 

 

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