Exhibit
10.1


Grant
No.:




REGAL ENTERTAINMENT GROUP

2002 STOCK INCENTIVE PLAN 



RESTRICTED STOCK AGREEMENT


                Regal Entertainment Group, a
Delaware corporation (the “Company”), hereby grants its shares of class A
common stock, $.001 par value, (the “Common Stock”) to the Grantee named below,
subject to the vesting conditions set forth in the attachment. Additional terms
and conditions of the grant are set forth in this cover sheet, in the
attachment, and in the Company’s 2002 Stock Incentive Plan, as amended (the “Plan”).


 


Grant Date:


 


Name of Grantee:


 


Grantee’s Social
Security
Number:            -            -


 


Number of Shares
of Common Stock Covered by Grant:


 


Purchase Price per
Share of Common Stock: $


 


        By signing this cover sheet, you
agree to all of the terms and conditions described in the attached Agreement
and in the Plan, a copy of which is also attached. You acknowledge that you
have carefully reviewed the Plan, and agree that the Plan will control in the
event any provision of this Agreement should appear to be inconsistent.


 


	
  Grantee:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


Attachment


 


This is not a stock certificate or a
negotiable instrument.


 

















 


REGAL ENTERTAINMENT GROUP


2002 STOCK INCENTIVE PLAN


RESTRICTED
STOCK AGREEMENT 


	
  Restricted Stock/Nontransferability

  	
   

  	
  This grant is an award of Common Stock in the number
  of shares set forth on the cover sheet, at the Purchase Price set forth on
  the cover sheet, and subject to the vesting conditions described below (“Restricted
  Stock”). The Purchase Price for the Restricted Stock is deemed paid by your
  services to the Company. To the extent not yet vested, your Restricted Stock
  may not be transferred, assigned, pledged or hypothecated, whether by
  operation of law or otherwise, nor may the Restricted Stock be made subject
  to execution, attachment or similar process.

  
	
   

  	
   

  	
   

  
	
  Issuance and Vesting

  	
   

  	
  The Company will issue your Restricted Stock in your
  name as of the Grant Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as otherwise set forth below, your right to
  the Common Stock under this Restricted Stock grant vests as to           %
  of the total number of shares covered by this grant, as shown on the cover
  sheet, on                     ,
  provided you then continue in service (the “Vesting Date”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the Vesting Date would otherwise occur during a
  period in which you are: (a) subject to a lock-up agreement restricting
  your ability to sell shares of Stock in the open market or
  (b) restricted from selling shares of Stock in the open market because
  you are not then eligible to sell under the Company’s insider trading or
  similar plan as then in effect (whether because a trading window is not open
  or you are otherwise restricted from trading), the Vesting Date will be
  delayed until the first date on which you are no longer prohibited from
  selling shares of Stock due to a lock-up agreement or insider trading plan
  restriction; provided, however, you shall not be deemed to be restricted
  pursuant to subparagraph (b) above if you have established a valid and
  enforceable 10b5-1 trading plan with respect to the Common Stock covered by
  this grant that is in effect as of the Vesting Date. You cannot vest in more
  than the number of shares covered by this grant. No shares will vest after
  your service has terminated for any reason.

  
	
   

  	
   

  	
   

  
	
  Termination on Death, Disability or
  Retirement

  	
   

  	
  Your right to the Common Stock under this Restricted
  Stock grant vests as to 100% of the total number of shares covered by this
  grant, as shown on the cover sheet, if you terminate your service due to
  death, Disability or Retirement, as applicable.

  
	
   

  	
   

  	
   

  
	
  Termination without Cause

  	
   

  	
  If the Company terminates your service without Cause
  prior to your Vesting Date, your right to the Common Stock under this
  Restricted Stock grant vests as to one-fourth (1/4) of the total number of
  Shares covered by this grant, as shown on the cover sheet, for each of the
  anniversaries of the Grant Date that you remained in service prior to the
  Company’s termination of your service without Cause.

  



 

















 


	
  Forfeiture of Unvested Common Stock

  	
   

  	
  In the event that your service terminates for any
  reason other than due to death, Disability or Retirement or by the Company
  without Cause, you will forfeit to the Company all of the shares of Common
  Stock subject to this grant that have not yet vested.

  
	
   

  	
   

  	
   

  
	
  Book Entry Restrictions/Escrow

  	
   

  	
  The Restricted Stock may be issued in book entry
  form. If so, the Company shall cause the transfer agent for the shares of
  Common Stock to make a book entry record showing ownership for the shares of
  Restricted Stock in your name subject to the terms and conditions of this
  Agreement. You shall be issued an account statement acknowledging your
  ownership of the shares of Restricted Stock.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If certificates are issued evidencing the shares of
  Restricted Stock, the certificates for the Restricted Stock shall be
  deposited in escrow with the Secretary of the Company to be held in
  accordance with the provisions of this paragraph. Each deposited certificate
  shall be accompanied by a duly executed Assignment Separate from Certificate
  in the form attached hereto as Exhibit A.
  The deposited certificates shall remain in escrow until such time or times as
  the certificates are to be released or otherwise surrendered for cancellation
  as discussed below. Upon delivery of the certificates to the Company, you
  shall be issued an instrument of deposit acknowledging the number of shares
  of Stock delivered in escrow to the Secretary of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As your interest in the shares vests, as described
  above, the certificates for such vested shares shall be released from escrow
  and delivered to you, at your request, within 30 days of their vesting.



  
	
   

  	
   

  	
   

  
	
  Withholding Taxes

  	
   

  	
  You agree, as a condition of this grant, that you
  will make acceptable arrangements to pay any withholding or other taxes that
  may be due as a result of the grant of the Restricted Stock, your acquisition
  of the Common Stock under this grant, or the payment to you of any dividends
  hereunder. In the event that the Company determines that any federal, state,
  local or foreign tax or withholding payment is required relating to the
  vesting of shares arising from this grant, the Company will have the right
  to: (1) require that you arrange such payments to the Company; (2) withhold
  such amounts from other payments due to you from the Company or any
  affiliate; or (3) cause an immediate forfeiture of shares of Restricted
  Stock granted pursuant to this Agreement in an amount equal to the
  withholding or other taxes due.



  
	
   

  	
   

  	
   

  
	
  Section 83(b) Election

  	
   

  	
  If you file an election with respect to the shares
  of Common Stock covered by this grant under Section 83(b) of the
  Internal Revenue Code with the Internal Revenue Service, you will immediately
  forfeit to the Company all of the shares of Common Stock subject to this grant.

  
	
   

  	
   

  	
   

  
	
  Retention Rights

  	
   

  	
  This Agreement does not give you the right to be
  retained by the Company (or any parent, Subsidiaries or affiliates) in any
  capacity. The Company (and any parent, Subsidiaries or affiliates) reserves
  the right to terminate your service at any time and for any reason.

  
	
   

  	
   

  	
   

  
	
  Shareholder Rights

  	
   

  	
  You have the right to vote the Restricted Stock and
  to receive any dividends 

  



 

















 


	
   

  	
   

  	
  declared or paid on such stock. Any distributions
  you receive as a result of any stock split, stock dividend, combination of
  shares or other similar transaction shall be deemed to be a part of the
  Restricted Stock and subject to the same conditions and restrictions
  applicable thereto. Except as described in the Plan, no adjustments are made
  for dividends or other rights if the applicable record date occurs before
  your stock certificate is issued.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of any stock dividend, stock split or
  other change in the corporate structure affecting the Common Stock, the
  number or kind of shares covered by this grant may be adjusted pursuant to
  the Plan. Your Restricted Stock shall be subject to the terms of the
  agreement of merger, liquidation or reorganization in the event the Company
  is subject to such corporate activity.

  
	
   

  	
   

  	
   

  
	
  Legends

  	
   

  	
  All certificates representing the Common Stock
  issued in connection with this grant shall, where applicable, have endorsed
  thereon the following legends:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
  SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN
  THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST.
  A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY
  AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY
  THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”

  
	
   

  	
   

  	
   

  
	
  Applicable Law

  	
   

  	
  This Agreement will be interpreted and enforced
  under the laws of the State of Delaware, other than any conflicts or choice
  of law rule or principle that might otherwise refer construction or
  interpretation of this Agreement to the substantive law of another
  jurisdiction.

  
	
   

  	
   

  	
   

  
	
  Market Stand-Off

  	
   

  	
  In connection with any underwritten public offering
  by the Company (the “Registrant”) of the Registrant’s securities pursuant to
  an effective registration statement filed under the Securities Act of 1933
  for such period as the underwriters may request (such period not to exceed
  180 days following the date of the applicable offering), you shall not,
  directly or indirectly, sell, make any short sale of, loan, hypothecate,
  pledge, offer, grant or sell any option or other contract for the purchase
  of, purchase any option or other contract for the sale of, loan, hypothecate,
  pledge, offer, grant or dispose of or transfer, or agree to engage in any of
  the foregoing transactions with respect to, any shares of capital stock of
  the Company covered by this grant without the prior written consent of the
  underwriters of such public offering.

  
	
   

  	
   

  	
   

  
	
  The Plan

  	
   

  	
  The text of the Plan is incorporated in this
  Agreement by reference. Certain capitalized terms used in this Agreement are
  defined in the Plan, and have the meaning set forth in the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Agreement and the Plan constitute the entire
  understanding between you and the Company regarding this grant of Restricted
  Stock. Any prior agreements, commitments or negotiations concerning this
  grant are superseded.

  
	
   

  	
   

  	
   

  
	
  Data Privacy

  	
   

  	
  In order to administer the Plan, the Company may
  process personal data 

  



 

















 


	
   

  	
   

  	
  about you. Such data includes, but is not limited
  to, the information provided in this Agreement and any changes thereto, other
  appropriate personal and financial data about you such as home address and
  business addresses and other contact information, payroll information and any
  other information that might be deemed appropriate by the Company to
  facilitate the administration of the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By accepting this grant, you give explicit consent
  to the Company to process any such personal data. You also give explicit
  consent to the Company to transfer any such personal data outside the country
  in which you work or are employed, including, with respect to non-U.S.
  resident Grantees, to the United States, to transferees who shall include the
  Company and other persons who are designated by the Company to administer the
  Plan.

  
	
   

  	
   

  	
   

  
	
  Consent to Electronic Delivery

  	
   

  	
  The Company may choose to deliver certain statutory
  materials relating to the Plan in electronic form. By accepting this grant,
  you agree that the Company may deliver the Plan prospectus and the Company’s
  annual report to you in an electronic format. If at any time you would prefer
  to receive paper copies of these documents, as you are entitled to, the
  Company would be pleased to provide copies. Please
  contact            at            to
  request paper copies of these documents.

  
	
   

  	
   

  	
   

  
	
  Stock Ownership Guidelines

  	
   

  	
  If applicable, your right to sell, exchange,
  transfer, gift, pledge, alienate or otherwise dispose of the vested shares of
  Common Stock awarded to you pursuant to this Agreement is subject to your
  compliance with the stock ownership guidelines (“Stock Ownership Guidelines”)
  that the Company has adopted as of the Grant Date, a copy of which has been
  delivered to you together with this Agreement. The Company shall have the
  right to enforce the Stock Ownership Guidelines through the use of an escrow
  arrangement or through restrictions communicated to the Company’s transfer
  agent limiting transfers of your shares of Common Stock. This provision is
  not intended to prohibit you from exercising your previously granted stock
  options of disposing of the shares of Common Stock acquired upon exercise of
  such options.

  



 


                By signing the cover sheet of
this Agreement, you agree to all of the terms and conditions described above
and in the Plan.

















 


EXHIBIT
A


ASSIGNMENT
SEPARATE FROM CERTIFICATE


                FOR VALUE
RECEIVED,                        sells,
assigns and transfers to Regal Entertainment Group, a Delaware corporation (the
“Company”),                        
(                        )
shares of the Company’s class A common stock represented by Certificate
No.     and does hereby irrevocably constitute and
appoint                        to
transfer the said common stock on the books of the Company with full power of
substitution in the premises.


                Dated:                        ,
200            


	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  



 


Spouse
Consent (if applicable)


                                (Purchaser’s
spouse) indicates by the execution of this Assignment his or her consent to be
bound by the terms herein as to his or her interests, whether as community
property or otherwise, if any, in the shares of class A common stock of
the Company. 


 


	
   

  	
   

  
	
   

  	
  Signature

  



 


INSTRUCTIONS: PLEASE DO NOT FILL IN
ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO
ENABLE THE COMPANY TO CAUSE THE FORFEITURE OF YOUR UNVESTED SHARES AS SET FORTH
IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF
PURCHASER.