**Exhibit 10.20**

 

 

**AMERICANMULTI-CINEMA, INC.RETIREMENT ENHANCEMENT PLAN**

 

 

**As Amended and Restated GenerallyEffective January 1,2006and As Frozen Effective December 31,2006**

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**AMERICANMULTI-CINEMA, INC.RETIREMENT ENHANCEMENT PLAN**

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**TABLE OFCONTENTS**

 
| **Section**                                           | ** ** | ** ** | ** **                                                           | **Page** |
|-------------------------------------------------------|------------|------------|----------------------------------------------------------------------|----------|
|                                                  |       |       |                                                                 |     |
| SECTION I - DEFINITIONS                               | 1          |
|                                                  | 1.1        |       | “Accrued Benefit”                                          |     | 1 |
|                                                  | 1.2        |       | “Actuarial Equivalent”                                     |     | 1 |
|                                                  | 1.3        |       | “Administrator”                                            |     | 1 |
|                                                  | 1.4        |       | “Affiliate”                                                |     | 1 |
|                                                  | 1.5        |       | “Basic Retirement Plan”                                    |     | 2 |
|                                                  | 1.6        |       | “Basic Retirement Plan Benefit”                            |     | 2 |
|                                                  | 1.7        |       | “Board of Directors”                                       |     | 2 |
|                                                  | 1.8        |       | “Code”                                                     |     | 2 |
|                                                  | 1.9        |       | “Company”                                                  |     | 2 |
|                                                  | 1.10       |       | “Compensation”                                             |     | 2 |
|                                                  | 1.11       |       | “Early Retirement Date”                                    |     | 2 |
|                                                  | 1.12       |       | “Effective Date”                                           |     | 2 |
|                                                  | 1.13       |       | “Enhancement Plan Benefit”                                 |     | 2 |
|                                                  | 1.14       |       | “Final Average Compensation”                               |     | 2 |
|                                                  | 1.15       |       | “Normal Retirement Date”                                   |     | 3 |
|                                                  | 1.16       |       | “Officer”                                                  |     | 3 |
|                                                  | 1.17       |       | “Participant”                                              |     | 3 |
|                                                  | 1.18       |       | “Plan”                                                     |     | 3 |
|                                                  | 1.19       |       | “Surviving Spouse”                                         |     | 3 |
|                                                  | 1.20       |       | “Total and Permanent Disability” or “Disability” |     | 3 |
|                                                  | 1.21       |       | “Year of Service”                                          |     | 3 |
|                                                  |       |       |                                                                 |     |   |
| SECTION II - ELIGIBILITY TO  PARTICIPATE              |       | 3          |
|                                                  | 2.1        |       | Eligibility                                                          |     | 3 |
|                                                  |       |       |                                                                 |     |   |
| SECTION III - ELIGIBILITY FOR  AND AMOUNT OF BENEFITS |       | 4          |
|                                                  | 3.1        |       | Eligibility                                                          |     | 4 |
|                                                  | 3.2        |       | Normal Retirement Benefit                                            |     | 4 |
|                                                  | 3.3        |       | Early Retirement Benefit                                             |     | 5 |
|                                                  | 3.4        |       | Deferred Retirement Benefit                                          |     | 5 |
|                                                  | 3.5        |       | Death While Actively Employed and Prior to  Commencement of Benefits |     | 5 |
|                                                  | 3.6        |       | Death After Commencement of Benefits                                 |     | 5 |
|                                                  | 3.7        |       | Disability Benefit                                                   |     | 6 |
|                                                  | 3.8        |       | Forfeiture Upon Termination of Employment                            |     | 6 |
|                                                  | 3.9        |       | Maximum Annual Payment                                               |     | 7 |

 

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| SECTION IV - FORM AND  COMMENCEMENT BENEFITS |   | 7      |
|----------------------------------------------|--------|--------|
|                                         | 4.1    |   | Form of Benefits |   | 7 |
|                                         | 4.2    |   | Commencement of Benefits |   | 7 |
|                                         |   |   |   |   |   |
| SECTION V - AMENDMENT AND  TERMINATION       |   | 8      |
|                                         | 5.1    |   | Amendment or Termination |   | 8 |
|                                         |   |   |   |   |   |
| SECTION VI - ADMINISTRATION                  |   | 8      |
|                                         | 6.1    |   | Administrator |   | 8 |
|                                         | 6.2    |   | Claims Procedure |   | 8 |
|                                         |   |   |   |   |   |
| SECTION VII - MISCELLANEOUS                  |   | 9      |
|                                         | 7.1    |   | No Effect on Employment Rights |   | 9 |
|                                         | 7.2    |   | Funding |   | 9 |
|                                         | 7.3    |   | Spendthrift Provisions |   | 9 |
|                                         | 7.4    |   | Applicable Law |   | 10 |
|                                         | 7.5    |   | Incapacity of Recipient |   | 10 |
|                                         | 7.6    |   | Unclaimed Benefit |   | 10 |
|                                         | 7.7    |   | Select Group |   | 10 |
|                                         | 7.8    |   | Gender and Number |   | 10 |

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**AMERICANMULTI-CINEMA, INC.RETIREMENT ENHANCEMENT PLAN**

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AmericanMulti-Cinema, Inc. (“AMC”) adopted this nonqualified retirement plan, effectiveMarch 29, 1996, in order to retain the services of certain key executives intheir executive capacities with AMC or its Affiliates and to provideappropriate total retirement compensation to those executives. The Plan wasamended effective July 31, 2003.

 

EffectiveJanuary 1, 2006, AMC is amending and restating the Plan to update and clarifythe application of several of its provisions, to incorporate the prioramendment, and to bring the Plan into compliance with the requirements of CodeSection 409A effective January 1,2005.

 

**Effective December 31,2006, the Company has elected to freezethe Basic Retirement Plan and, therefore, this Plan. Consistent with the mannerin which the Basic Retirement Plan is being frozen, a Participant’s frozenAccrued Benefit will be calculated based on Compensation earned, Years ofService credited, and all applicable offsets under Section 3.2, all determinedand fixed as of December 31, 2006.**

 

**SECTION IDEFINITIONS**

 

Whenused herein, the following terms shall have the meanings set forth below unlessthe context clearly indicates otherwise:

 

1.1          **“Accrued Benefit”**means the Normal Retirement Benefit calculated pursuant to Section 3.2 as ofany date of determination. Prior to age 65, the Participant’s Primary SocialSecurity benefit will be estimated using the Basic Retirement Plan valuationassumptions, and the Participant’s estimated benefits under Section 3.2(a)(iv) willbe calculated by (i) projecting the amount of the various account balances to aParticipant’s Normal Retirement Date using the long term rate of return usedfor the most recent Basic Retirement Plan valuation and (ii) converting thatamount to an annuity using the interest and mortality assumptions used at thetime to convert the Basic Retirement Plan benefit into a lump sum amount.

 

1.2          **“Actuarial Equivalent”**means the equivalent actuarial value, determined using the actuarial factorsselected by the Administrator, based upon the advice of the consulting actuaryretained by the Administrator.

 

1.3          “**Administrator**”means the Company or such other person or persons as may be designated by theBoard.

 

1.4          “**Affiliate**”means any trade or business entity, or a predecessor company of such entity, ifany, which is a member of a controlled group of corporations of which theCompany is also a member.

 

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1.5          **“Basic Retirement Plan”**means the Defined Benefit Retirement Income Plan for Certain Employees ofAmerican Multi-Cinema, Inc., as amended from time to time.

 

1.6          **“Basic Retirement PlanBenefit”** means the Actuarially Equivalent annual benefit to which aParticipant is entitled from the Basic Retirement Plan. The Basic RetirementPlan Benefit is based upon the accrued monthly benefit to which a Participantis entitled, payable in the form of a single life annuity commencing on the Participant’sNormal Retirement Date and ending on the first day of the month during whichthe Participant’s death occurs. No additional Basic Retirement Plan Benefitwill be accrued after December 31.2006.

 

1.7          **“Board of Directors”**means the Board of Directors of the Company.

 

1.8          **“Code”** meansthe Internal Revenue Code of 1986, as amended from time to time, and anyregulations relating thereto.

 

1.9          **“Company”** meansAmerican Multi-Cinema, Inc. and any successor to it.

 

1.10        **“Compensation”**means the Participant’s annual base salary, including salary deferrals underCode Sections 401(k) and for 125, and a Participant’s cash bonus under theCompany’s annual incentive program, but excluding any long term incentive compensationawards (including but not limited to stock options, restricted stock and deferredstock or cash awards) and any other special compensation. No Compensation earnedby a Participant after December 31,2006 shall be included for any purpose hereunder.

 

1.11        **“Early Retirement Date”**means the earliest date on which the Participant has attained age 55, has beencredited with at least fifteen (15) Years of Service, and has attained thefifth anniversary of such Participant’s initial date of participationhereunder.

 

1.12        **“Effective Date”**means March 29, 1996, the first day of the Company’s 1997 fiscal year. Thegeneral Effective Date of this amendment and restatement of the Plan is January1, 2006; the effective date of those provisions intended to bring the Plan intocompliance with Code Section 409A is January 1, 2005.

 

1.13        **“Enhancement Plan Benefit”**means the benefit payable in accordance with the Plan. No additionalEnhancement Plan Benefit shall accrue after December 31, 2006.

 

1.14        **“Final AverageCompensation”** means the average of the Participant’s Compensationearned during the last three (3) complete calendar years of employment with theCompany prior to commencing payments under the Plan, which average shall be calculatedin the same manner as under the Basic Retirement Plan but which shall not be recalculatedif a Participant works beyond his Normal Retirement Date. The calculation ofFinal Average Compensation shall not include any calendar years beginning afterDecember 31,2006.

 

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1.15        **“Normal Retirement Date”**means the date on which the Participant attains age 65, but in no event earlierthan the date as of which the Participant has completed five (5) Years ofService with the Company.

 

1.16        **“Officer”** meansan employee of the Company who has been appointed by the Board of Directors toa position as a corporate officer at or above the title of Vice President.

 

1.17        **“Participant”**means any Officer who meets the eligibility requirements of, and is designatedand approved as set forth in, Section 2.1.

 

1.18        **“Plan”** meansthis American Multi-Cinema, Inc. Retirement Enhancement Plan.

 

1.19        **“Surviving Spouse”**means the spouse of an active or retired Participant who is legally married tothe Participant on the Participant’s date of death.

 

1.20        **“Total and PermanentDisability”** or **“Disability”**means a Participant (i) is unable to engage in any substantial gainful activityby reason of any medically determinable physical or mental impairment which canbe expected to result in death or can be expected to last for a continuousperiod of not less than 12 months, or (ii) is, by reason of any medicallydeterminable physical or mental impairment which can be expected to result indeath or can be expected to last for a continuous period of not less than 12months, receiving income replacement benefits for a period of not less than 3 monthsunder an accident and health plan covering employees of the Company.

 

1.21        **“Year of Service”**means each calendar year prior to a Participant’s Normal Retirement Date duringwhich the employee is credited with employment on a full-time basis, providedthat the employee is employed by the Company or an Affiliate for the entirecalendar year. In the year during which the employee’s employment (or reemployment)commencement date or death, disability or retirement date occurs, such employee’sYears of Service shall also include a partial Year of Service (expressed in termsof completed months) for the applicable portion of the year in question. No additionalYear(s) of Service shall be credited after December 3 1, 2006.

 

**SECTION II****ELIGIBILITY TO PARTICIPATE**

 

2.1          **Eligibility**. AnOfficer of the Company shall be eligible to become a Participant of the Plan atsuch time, if any, as he or she is designated and approved for participation bythe Board of Directors, in its discretion. The Officers designated as Participantsas of the Effective Date of this restatement of the Plan are shown on Exhibit Aattached hereto. No Officer(s) shall first become eligible to participate inthe Plan after December 31,2006.

 

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**SECTION III****ELIGIBILITY FOR AND AMOUNT OF BENEFITS**

 

3.1          **Eligibility**. EachParticipant is eligible to receive an Enhancement Plan Benefit beginning on orafter the Participant’s Early Retirement Date or Normal Retirement Date, unlessthe Enhancement Plan Benefit is forfeited as hereinafter provided.

 

3.2          **Normal Retirement Benefit**.

 

(a)           The Enhancement Plan Benefit of aParticipant who reaches his Normal Retirement Date shall be an annual amountpayable monthly for the life of the Participant commencing on the first day ofthe month following such Normal Retirement Date equal to (i) minus (ii) minus(iii) minus (iv), where (i), (ii), (iii) and (iv) are:

 

(i)            Sixtypercent (60%) of the Participant’s Final Average Compensation;

 

(ii)           (ii)the Participant’s Basic Retirement Plan Benefit;

 

(iii)          (iii)the Participant’s Primary Social Security benefit at age 65 or, if later, theParticipant’s Normal Retirement Date;

 

(iv)          (iv)an amount equal to an annual annuity commencing at the Normal Retirement Dateattributable to the Company’s contributions (but not attributable to theParticipant’s contributions, as applicable) to the AMC SERP Plan adoptedeffective January 1, 1994, the American Multi-Cinema, Inc. 401(k)

 

SavingsPlan, and the AMC Nonqualified Deferred Compensation Plan.

 

(b)           In calculating a Participant’sAccrued Benefit hereunder, the amounts attributable to each benefit sourceunder Section 3.2 shall be determined using the actual benefit payable fromsuch benefit source, if payments from such source already have commenced at thetime of calculation. If such amount from each benefit source is not payable inthe form of a life annuity, the amount determined under Sections 3.2(a)(ii), 3.2(a)(iii)and 3.2(a)(iv) as appropriate shall be the amount of an actuarially equivalent lifeannuity commencing on the later of the date such benefit commences and the datethe Enhancement Plan Benefits commence.

 

(c)           If a Participant has completed fewerthan 25 Years of Service, the benefit calculated in Subsection (a)(i) aboveshall be adjusted by multiplying the benefit by a fraction, the numerator ofwhich is the Participant’s Years of Service at the date of determination andthe denominator of which is 25.

 

(d)           Notwithstanding any provision hereofto the contrary, because the Company has “frozen” the Plan as of December31,2006, with no additional Enhancement Plan Benefits to accrue thereafter:

 

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(i)            thebenefit of a Participant who has not retired prior to December 31,2006 shall bebased on amounts determined under Section 3.2(a)(i) to (iv) above as ofDecember 31, 2006 (based on the methods of calculation described in Section1.1) and shall be frozen as of said date;

 

(ii)           aParticipant’s frozen benefit will be calculated based only on his Years ofService credited as of December 31, 2006, with the amount of such benefitsubject to reduction as described in Section 3.2(c) above; and

 

(iii)          ifa Participant is not eligible under Section 3.3 below for an Early RetirementBenefit as of December 31,2006, he nevertheless may qualify for an EarlyRetirement Benefit or a Normal Retirement Benefit based on his employment withthe Company after December 31, 2006, provided any benefit to which he maybecome entitled shall equal the amount of his “frozen” benefit calculated as ofDecember 31, 2006, shall be subject to reduction under Section 3.3, and shallbe subject to the other terms and provisions hereof.

 

3.3          **Early Retirement Benefit**.A Participant who has attained his Early Retirement Date and has retiredthereafter (or whose employment has terminated previously under thecircumstances described in Section 3.8(d)) shall receive a monthly retirementbenefit in an amount equal to his Accrued Benefit, reduced by six and two thirdspercent (6 213%) for each of the first five years by which commencementprecedes age 65 and an additional three and one-third percent (3 113%)for eachyear by which such commencement precedes age 60. In each case, such reductionsshall be applied on a pro-rata basis for less than full years.

 

3.4          **Deferred RetirementBenefit**. A Participant’s Accrued Benefit shall commence at hisNormal Retirement Date whether or not the Participant continues to be employedby the Company.

 

3.5          **Death While ActivelyEmployed and Prior to Commencement of Benefits**. If a Participantdies while actively employed before his Enhancement Plan Benefit has commenced,the Participant’s Surviving Spouse, if any, shall be entitled to receive amonthly benefit for life commencing on the first day of the month coincident withor following the later of (a) the Participant’s death and (b) the date theParticipant would have first become eligible to receive his Enhancement PlanBenefit under Section 3.1 based on his Years of Service at the time of hisdeath. The amount of this benefit shall be 50% of the Participant’s AccruedBenefit actuarially reduced for payment as a 50% Joint & Contingentannuity, and further reduced, as applicable, under Section 3.3 for commencementbefore the Participant’s attainment of age 65.

 

3.6          **Death After Commencementof Benefits**. If a Participant dies after his Enhancement PlanBenefit has commenced, his beneficiary shall be entitled to receive the amountpayable, if any, under the form of benefit elected by such Participant. If a Participantdies after he has retired but prior to commencement of his benefit, his electionunder Section 4.1 shall be void and his Surviving Spouse shall be entitled tothe benefit described in Section 3.5.

 

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3.7          **Disability****Benefit**. Upon Total and Permanent Disability, a Participant shallbe entitled to an immediate annual disability benefit, payable for the life ofthe Participant, equal to his Accrued Benefit determined under Section 3.2 asof his date of disability but without reduction by reason of earlycommencement, payable commencing as of the first day of the month following thedate of such disability, but reduced by the monthly benefit amount, if any,under any long term disability plan or policy provided by the Company.

 

3.8          **Forfeiture UponTermination of Employment**.

 

(a)           If a Participant’s employment withthe Company or an Affiliate terminates for any reason other than death,Disability, or under the circumstances described in Section 3.8(d) below, priorto such Participant’s Early Retirement Date, the Participant shall forfeit allright to any benefit under the Plan.

 

(b)           If a Participant voluntarily terminateshis employment with the Company or an Affiliate or the Participant’s employmentis terminated by the Company other than for Cause (as defined below), after theParticipant’s Early Retirement Date, the Participant shall be entitled toreceive his Accrued Benefit under Section 3.2 or 3.3, as applicable.

 

(c)           If a Participant’s employment isterminated by the Company for Cause, at any time, including after his EarlyRetirement Date or Normal Retirement Date, the Participant shall forfeit allrights to benefits under the Plan. Termination “for Cause” means terminationupon:

 

(i)            thewillful and continued failure by the Participant to perform substantially hisduties with the Company (other than any such failure resulting fromdisability), after a written demand for substantial performance is delivered tothe Participant by the Company, which demand specifically identifies the mannerin which the Company believes the Participant has not substantially performedhis duties, or

 

(ii)           thewillful engaging by the Participant in conduct that is demonstrably andmaterially injurious to the Company, monetarily or otherwise.

 

(d)           If a Participant’s termination ofemployment with the Company or an Affiliate, at any time, is deemed by theCompany to have occurred as a result of Change of Control and does in factoccur within six (6) months before or eighteen (18) months following theeffective date of such Change of Control, the Participant shall be entitled toreceive the amount of his Accrued Benefit, calculated under Section 3.2 and payableat the time determined under Section 4.2.

 

A “Changein Control” of the Company for purposes of this Section 3.8, shall be (a) asdefined from time to time in the Participant’s Employment Agreement with theCompany, or (b) if no such employment agreement is in effect, as defined in the2004 Stock Option Plan of Marquee Holdings Inc. Notwithstanding the foregoing,to the extent that a distribution from the 

 

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Plan is to commence solely by reason of a Change in Control,such distribution shall not commence (and shall be delayed until another event permittingdistribution hereunder occurs), unless the facts and circumstances giving rise tothe Change in Control also constitute a “change of control event” as defined inCode Section 409A(a)(2)(A)(v)and regulations thereunder.

 

(e)           Notwithstanding any of the foregoingto the contrary, if a Participant’s employment terminates by reason ofcircumstances constituting a “disability” under the terms of the Participant’sEmployment Agreement with the Company, but which circumstances do not alsoconstitute a “Total and Permanent Disability” under Section 1.20 above, theParticipant shall be entitled to the benefit described in Section 3.7 (“DisabilityBenefit”), but such benefit only will commence when the Participant has aseparation from service with the Company and its Affiliates (within the meaningof Code Section 409A).

 

3.9          **Maximum Annual Payment**.In the event the payment of all or any portion of an annual Enhancement PlanBenefit would be nondeductible by the Company or any Affiliate in any yearunder the terms of Section 162(m)of the Code, such nondeductible amount shallbe deferred and paid in a lump sum as soon as practicable in the immediately followingyear.

 

**SECTION IV****FORM AND COMMENCEMENT BENEFITS**

 

4.1          **Form of Benefits**.Upon commencement of benefits pursuant to Sections 3.2, 3.3 or 3.4, aParticipant shall be deemed to have elected to receive his Enhancement PlanBenefit as a life annuity or, prior to the later of (i) the Participant’sinitial date of eligibility to participate in the Plan and (ii) December 31,2006, the Participant may irrevocably elect to receive his Enhancement PlanBenefit in such alternate annuity form as would be permitted (at the time ofthe Participant’s election) under the then terms of the Basic Retirement Plan. Anyalternative form of annuity shall be the Actuarial Equivalent of theParticipant’s Accrued Benefit payable as a life annuity. Failure to make atimely election will be deemed to be an ejection of the life annuity form of benefit.

 

4.2          **Commencement of Benefits**.An Enhancement Plan Benefit payable to a Participant pursuant to Sections 3.2,3.3 or 3.4 shall commence to be paid on the first day of the month coincidentwith or next following the Participant’s termination of employment (other thanfor Cause) on or after his Early Retirement Date and, in any event, coincidentwith or next following his Normal Retirement Date, unless calculation of thebenefit or other circumstances as reasonably determined by the Administrator causea temporary delay in such payment. In the event payment of a Participant’sbenefit is delayed more than thirty (30) days beyond the date the Participantotherwise would be entitled to the payment hereunder, the amount of suchdelayed payment(s) shall be increased by an interest factor equal to the thenactuarially assumed rate of return under the Basic Retirement Plan. AnEnhancement Plan Benefit payable to a Surviving Spouse pursuant to Section 3.5or 3.6 shall commence as set forth in Section 3.5 or 3.6. An Enhancement PlanBenefit payable by reason of Section 3.8(d) shall commence as of the Participant’sEarly Retirement Date.

 

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**SECTION V****AMENDMENT AND TERMINATION**

 

5.1          **Amendment or Termination**.The Company expressly reserves the right to amend or terminate the Plan at anytime and in any manner, in its sole discretion, without prior notice to, or theconsent of, any party. Any amendment or termination shall be adopted pursuantto a resolution of the Board of Directors and shall be effective, retroactivelyor prospectively, as of the date specified in such resolution. No amendment ortermination of the Plan shall deprive any Participant or Surviving Spouse ofany Enhancement Plan Benefit currently being paid or payable under the Plan.

 

**SECTION VI****ADMINISTRATION**

 

6.1          **Administrator**. ThePlan shall be administered by the Administrator, which shall have the authorityto interpret the Plan, to determine eligibility hereunder, to determine thenature and amount of benefits and to decide and settle disputes relative to therights of any party under the Plan, all in its sole discretion. Anyconstruction or interpretation of the Plan and any determination of fact inadministering the Plan made in good faith by the Administrator shall be finaland conclusive upon all parties for all Plan purposes. All interpretations ofthe Plan or determinations of entitlement to benefits shall be in writing,signed by authority of the Administrator.

 

6.2          **Claims Procedure**.

 

(a)           The Administrator shall prescribe aform for the presentation of claims under the terms of this Plan.

 

(b)           Upon presentation to theAdministrator of a claim on the prescribed form, the Administrator shall make adetermination of the validity thereof. If the determination is adverse to theclaimant, the Administrator shall furnish to the claimant within 90 days afterthe receipt of the claim a written notice setting forth the following:

 

(i)            thespecific reason or reasons for the denial;

 

(ii)           specificreferences to pertinent provisions of the Plan on which the denial is based;

 

(iii)          adescription of any additional material or information necessary for theclaimant to perfect the claim and an explanation of why such material orinformation is necessary; and

 

(iv)          appropriateinformation as to the steps to be taken if the claimant wishes to submit his orher claim for review.

 

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(c)           In the event of a denial of a claim,the claimant or his or her duly authorized representative may appeal suchdenial to the Administrator for a full and fair review of the adversedetermination. Claimant’s request for review must be in writing and made to theAdministrator within 60 days after receipt by claimant of the written notificationrequired under Section 6.2(b); provided, however, such 60-day period shall beextended if circumstances so warrant. Claimant or his or her duly authorized representativemay submit issues and comments in writing which shall be given full considerationby the Administrator in its review.

 

(d)           The Administrator may, in its solediscretion, conduct a hearing. A request for a hearing made by claimant will begiven full consideration. At such hearing, the claimant shall be entitled toappear and present evidence and be represented by counsel.

 

(e)           A decision on a request for reviewshall be made by the Administrator not later than 60 days after receipt of therequest; provided, however, in the event of a hearing or other specialcircumstances, such decision shall be made not later than 120days after receiptof such request. If it is necessary to extend the period of time for making adecision beyond 60 days after the receipt of the request, the claimant shall benotified in writing of the extension of time prior to the beginning of suchextension.

 

(f)            The Administrator’s decision onreview shall state in writing the specific reasons and references to the Planprovisions on which it is based. Such decision shall be promptly provided tothe claimant. If the decision on review is not furnished in accordance with theforegoing, the claim shall be deemed denied on review.

 

**SECTION VII****MISCELLANEOUS**

 

7.1          **No Effect on EmploymentRights**. Neither the establishment of the Plan nor anything containedherein will confer upon any Participant the right to be retained in the serviceof the Company or any Affiliate nor limit the right of the Company or any Affiliateto discharge or otherwise deal with a Participant without regard to theexistence of the Plan.

 

7.2          **Funding**. ThePlan shall be and remain at all times unfunded and unsecured, and no provisionsshall at any time be made with respect to segregating any assets of the Companyfor payment of benefits hereunder. No Participant, Surviving Spouse or anyother person shall have any interest in any particular assets of the Company byreason of the right to receive a benefit under the Plan. To the extent that theParticipant or any other person acquires a right to receive benefits under thisPlan, such right shall be no greater than the right of any unsecured generalcreditor of the Company.

 

7.3          **Spendthrift Provisions**.No benefit payable under the Plan shall be subject in any manner toanticipation, alienation, sale, transfer, assignment, pledge, encumbrance, orcharge prior to actual receipt thereof by the payee, and any attempt so to anticipate,alienate, sell, transfer, assign, pledge, encumber or charge prior to suchreceipt shall be void; and the Company 

 

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shall not be liable inany manner for or subject to the debts, contracts, liabilities, engagements ortorts of any person entitled to any benefit under the Plan.

 

7.4          **Applicable Law**.The Plan is established under and will be construed according to the laws ofthe State of Missouri, to the extent that such laws are not preempted by theEmployee Retirement Income Security Act of 1974 (“ERISA”) and valid regulationspromulgated thereunder. The Plan also shall be construed and enforced so as tocomply with the provisions of Code Section 409A and regulations thereunder.

 

7.5          **Incapacity of Recipient**.In the event a Participant or Surviving Spouse is declared incompetent and aconservator or other person legally charged with the care of the person or theestate of the Participant or Surviving Spouse is appointed, any benefits underthe Plan to which such Participant or Surviving Spouse is entitled shall bepaid to the conservator or other person legally charged with the care of theParticipant. Except as provided in the preceding sentence, should theAdministrator, in its discretion, determine that a Participant or SurvivingSpouse is unable to manage personal affairs, the Administrator may makedistributions to any person for the benefit of the Participant or SurvivingSpouse.

 

7.6          **Unclaimed Benefit**.Each Participant shall keep the Company informed of a current address and thecurrent address of the Participant’s Surviving Spouse. The Administrator shallnot be obligated to search for the whereabouts of any person. If the locationof a Participant is not made known to the Company within three (3) years after thedate on which any payment of the Participant’s Enhancement Plan Benefit may be made,such benefit shall be forfeited but will be reinstated if a claim therefore isfiled by the Participant or his legal representative.

 

7.7          **Select Group**. ThisPlan is “maintained primarily for the purpose of providing deferredcompensation to a select group of management or highly compensated employees”of the Company and is intended to qualify as a “Top Hat” plan under ERISA.

 

7.8          **Gender and Number**.The masculine gender, where appearing herein, shall be deemed to include thefeminine gender, and the singular shall be deemed to include the plural, unlessthe context clearly indicates to the contrary.

 

INWITNESS WHEREOF, the Company has caused this instrument to be executed by itsauthorized officers this 20th day of December, 2006.

 
|   |                   | **AMERICAN  MULTI-CINEMA, INC.** |
|--------|------------------------|----------------------------------|
|   |                   |                             |   |
|   |                   |                             |   |
| By:    | /s/ Kevin M.  Connor   |                             | By: | /s/ Keith P.  Wiedenkeller |   |
|   | Kevin M. Connor        |                             | Keith P.  Wiedenkeller |
|   | Senior Vice  President |                             | SVP of Human  Resources |
|        |                        |                                  |  |  |  |

 

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**EXHIBIT A**

** **

**PARTICIPANTS ON THE EFFECTIVE DATEOF THE RESTATEMENT OF THE PLAN**

 

| Chairman & CEO |   | Peter C. Brown       |
|--------------------|--------|----------------------|
| EVP & COO      |   | Phillip M. Singleton |

 

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