Exhibit  10.1


INDEMNITY AGREEMENT


This Indemnity Agreement, dated as of                 ,
2006, is made by and between Regal Entertainment Group, a Delaware corporation
(the “Company”), and                       
(the “Indemnitee”).


RECITALS


A.    The Company
is aware that competent and experienced persons are increasingly reluctant to
serve as directors, officers or agents of corporations unless they are
protected by comprehensive liability insurance or indemnification, due to
increased exposure to litigation costs and risks resulting from their service
to such corporations, and due to the fact that the exposure frequently bears no
reasonable relationship to the compensation of such directors, officers and
other agents.


B.    The
statutes and judicial decisions regarding the duties of directors and officers
are often difficult to apply, ambiguous, or conflicting, and therefore fail to
provide such directors, officers and agents with adequate, reliable knowledge
of legal risks to which they are exposed or information regarding the proper
course of action to take.


C.    Plaintiffs
often seek damages in such large amounts and the costs of litigation may be so
large (whether or not the case is meritorious), that the defense and/or
settlement of such litigation is often beyond the personal resources of
directors, officers and other agents.


D.    The Company
believes that it is unreasonable for its directors, officers and agents and the
directors, officers and agents of its subsidiaries to assume the risk of
judgments and other expenses which may occur in cases in which the director,
officer or agent received no personal benefit or was not culpable.


E.     The
Company recognizes that the issues in controversy in litigation against a
director, officer or agent of a corporation such as the Company or its
subsidiaries are often related to the knowledge, motives and intent of such
director, officer or agent, that he or she is usually the only witness with
knowledge of the essential facts and exculpating circumstances regarding such
matters, and that the long period of time which usually elapses before the
trial or other disposition of such litigation often extends beyond the time
that the director, officer or agent can reasonably recall such matters and may
extend beyond the normal time for retirement for such director, officer or
agent with the result that he or she, after retirement or in the event of his
or her death, his or her spouse, heirs, executors or administrators may be
faced with limited ability and undue hardship in maintaining an adequate
defense, which may discourage such a director, officer or agent from serving in
that position.


F.     Based upon
their experience as business managers, the Board of Directors of the Company
(the “Board”) has concluded that, to retain and attract talented and
experienced individuals to serve as directors, officers and agents of the
Company and its subsidiaries and to encourage such individuals to take the
business risks necessary for the success of the Company and its subsidiaries,
it is necessary for the Company to contractually indemnify its directors,
officers and agents and the directors, officers and agents of its subsidiaries,
and has further


 


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concluded that the failure to provide such contractual
indemnification could result in harm to the Company and its subsidiaries and
the Company’s stockholders.


G.    Section 145
of the General Corporation Law of the State of Delaware, under which the
Company is organized (“Section 145”), empowers the Company to
indemnify its directors, officers, employees and agents by agreement and to
indemnify persons who serve, at the request of the Company, as the directors,
officers, employees or agents of other corporations or enterprises, and
expressly provides that the indemnification provided by Section 145 is not
exclusive.


H.    The Company
desires and has requested the Indemnitee to serve as a director, officer or
agent of the Company and/or one or more subsidiaries of the Company free from
undue concern for claims for damages arising out of or related to such services
to the Company and/or one or more subsidiaries of the Company.


I.      Indemnitee
is willing to serve the Company and/or one or more subsidiaries of the Company,
provided that Indemnitee is furnished the indemnity provided for herein.


AGREEMENT


NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:


1.     Definitions.


(a)   Agent. 
For the purposes of this Agreement, “agent” of the Company means any
person who is or was a director, officer, employee or other agent of the
Company or a subsidiary of the Company; or is or was serving at the request of,
for the convenience of, or to represent the interests of the Company or a
subsidiary of the Company as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise; or was a director, officer, employee or agent of a foreign or
domestic corporation that was a predecessor corporation of the Company or a
subsidiary of the Company, or was a director, officer, employee or agent of
another enterprise at the request of, for the convenience of, or to represent
the interests of such predecessor corporation.


(b)   Expenses.  For purposes of this Agreement, “expenses”
include all out-of-pocket costs of any type or nature whatsoever
(including, without limitation, all attorneys’ fees and related disbursements),
actually and reasonably incurred by the Indemnitee in connection with either
the investigation, defense or appeal of a proceeding or establishing or
enforcing a right to indemnification under this Agreement or Section 145
or otherwise; provided, however, that “expenses” shall not include any
judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement
of a proceeding.


(c)   Proceeding.  For the purposes of this Agreement, “proceeding”
means any threatened, pending, or completed action, suit or other proceeding,
whether civil, criminal, administrative, or investigative.


 


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(d)   Subsidiary.  For purposes of this Agreement, “subsidiary”
means any corporation of which more than 50% of the outstanding voting power is
owned directly or indirectly by the Company, by the Company and one or more
other subsidiaries, or by one or more other subsidiaries.


2.     Agreement
to Serve.  The Indemnitee agrees to
serve as agent of the Company, at its will, so long as Indemnitee is duly
appointed or elected and qualified in accordance with the applicable provisions
of the Bylaws of the Company or any subsidiary of the Company or until such
time as Indemnitee tenders his or her resignation in writing; provided,
however, that nothing contained in this Agreement is intended to create any
right to continued employment by Indemnitee.


3.     Liability Insurance.


(a)   Maintenance of D&O Insurance.  The Company hereby covenants and agrees that,
so long as the Indemnitee shall continue to serve as an agent of the Company
and thereafter so long as the Indemnitee shall be subject to any possible proceeding
by reason of the fact that the Indemnitee was an agent of the Company, the
Company, subject to Section 3(c), shall promptly obtain and maintain in
full force and effect directors’ and officers’ liability insurance (“D&O
Insurance”) in reasonable amounts from established and reputable insurers.


(b)   Rights and Benefits.  In all policies of D&O Insurance, the
Indemnitee shall be named as an insured in such a manner as to provide the
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company’s directors.


(c)   Limitation on Required Maintenance of
D&O Insurance.  Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain
D&O Insurance if the Company determines in good faith that such insurance
is not reasonably available, the premium costs for such insurance are
disproportionate to the amount of coverage provided, the coverage provided by
such insurance is limited by exclusions so as to provide an insufficient
benefit, or the Indemnitee is covered by similar insurance maintained by a
subsidiary of the Company.


4.     Mandatory Indemnification.  Subject to Section 10 below, the Company
shall indemnify the Indemnitee as follows:


(a)   Third Party Actions.  If the Indemnitee was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the Company) by reason of the fact that Indemnitee is or was an
agent of the Company, or by reason of anything done or not done by him or her
in any such capacity, the Company shall indemnify the Indemnitee against any
and all expenses and liabilities of any type whatsoever (including, but not
limited to, judgments, fines, ERISA excise taxes and penalties, and amounts
paid in settlement) actually and reasonably incurred by Indemnitee in
connection with the investigation, defense, settlement or appeal of such
proceeding, provided the Indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and its stockholders, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.


 


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(b)   Other Actions.  If the Indemnitee was or is a party or is threatened
to be made a party to any proceeding by or in the right of the Company by
reason of the fact that Indemnitee is or was an agent of the Company, or by
reason of anything done or not done by him or her in any such capacity, the
Company shall indemnify the Indemnitee against all expenses actually and
reasonably incurred by him in connection with the investigation, defense,
settlement, or appeal of such proceeding, provided the Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company and its stockholders; except that no
indemnification under this subsection 4(b) shall be made in respect of any
claim, issue or matter as to which Indemnitee shall have been finally adjudged
to be liable to the Company by a court of competent jurisdiction unless and
only to the extent that the court in which such proceeding was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such amounts which the court shall deem proper.


(c)   Actions where Indemnitee is Deceased.  If the Indemnitee was or is a party or is
threatened to be made a party to any proceeding by reason of the fact that
Indemnitee is or was an agent of the Company, or by reason of anything done or
not done by him or her in any such capacity, and if prior to, during the
pendency of or after completion of such proceeding Indemnitee dies, the Company
shall indemnify the Indemnitee’s heirs, executors and administrators against
any and all expenses and liabilities of any type whatsoever (including, but not
limited to, judgments, fines, ERISA excise taxes and penalties, and amounts
paid in settlement) actually and reasonably incurred to the extent Indemnitee
would have been entitled to indemnification pursuant to Sections 4(a) or
4(b) above were Indemnitee still alive.


(d)   Limitations.  Notwithstanding the foregoing, the Company
shall not be obligated to indemnify the Indemnitee for expenses or liabilities
of any type whatsoever (including, but not limited to, judgments, fines, ERISA
excise taxes and penalties, and amounts paid in settlement) for which payment
is actually made to or on behalf of Indemnitee under a valid and collectible
insurance policy of D&O Insurance, or under a valid and enforceable
indemnity clause, by-law or other agreement.


5.     Partial
Indemnification.  If the Indemnitee
is entitled under any provision of this Agreement to indemnification by the
Company for a portion of any expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes and
penalties, and amounts paid in settlement) incurred by Indemnitee in the
investigation, defense, settlement or appeal of a proceeding, but not entitled,
however, to indemnification for all of such expenses or liabilities, the
Company shall nevertheless indemnify the Indemnitee for such total amount of
expenses or liabilities less the portion thereof to which the Indemnitee is not
entitled.


6.     Mandatory
Advancement of Expenses.  Subject to
Section 9(a) below, the Company shall advance all expenses incurred by the
Indemnitee in connection with the investigation, defense, settlement or appeal
of any proceeding to which the Indemnitee is a party or is threatened to be
made a party, by reason of the fact that the Indemnitee is or was an agent of
the Company.  Indemnitee hereby
undertakes to repay such amounts advanced only if, and to the extent that, it
shall be determined ultimately that the Indemnitee is not entitled to be
indemnified by the Company as authorized hereby.  The advances to be made hereunder shall be
paid by the Company to the Indemnitee within twenty (20) days following
delivery of a written request


 


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therefor by the Indemnitee to the Company.  In the event that the Company fails to pay
expenses as incurred by the Indemnitee as required by this paragraph,
Indemnitee may seek mandatory injunctive relief from any court having
jurisdiction to require the Company to pay expenses as set forth in this
paragraph.  If Indemnitee seeks mandatory
injunctive relief pursuant to this paragraph, it shall not be a defense to
enforcement of the Company’s obligations set forth in this paragraph that
Indemnitee has an adequate remedy at law for damages.


7.     Notice and Other Indemnification
Procedures.


(a)   Notice by Indemnitee.  Promptly after receipt by the Indemnitee of
notice of the commencement of or the threat of commencement of any proceeding,
the Indemnitee shall, if the Indemnitee believes that indemnification with
respect thereto may be sought from the Company under this Agreement, notify the
Company of the commencement or threat of commencement thereof.


(b)   Notice by Company.  If, at the time of the receipt of a notice of
the commencement of a proceeding pursuant to Section 7(a) hereof, the
Company has D&O Insurance in effect, the Company shall give prompt notice
of the commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies.  The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.


(c)   Defense.  In the event the Company shall be obligated
to pay the expenses of any proceeding against the Indemnitee, the Company, if
appropriate, shall be entitled to assume the defense of such proceeding, with
counsel approved by the Indemnitee in Indemnitee’s reasonable discretion, upon
the delivery to the Indemnitee of written notice of its election so to do.  After delivery of such notice, approval of
such counsel by the Indemnitee and the retention of such counsel by the
Company, the Company will not be liable to the Indemnitee under this Agreement
for any fees of counsel subsequently incurred by the Indemnitee with respect to
the same proceeding, provided that (i) the Indemnitee shall have the right
to employ counsel in any such proceeding at the Indemnitee’s expense; and
(ii) if (A) the employment of counsel by the Indemnitee has been
previously authorized by the Company, (B) the Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the
Company and the Indemnitee in the conduct of any such defense, or (C) the
Company shall not, in fact, have employed counsel to assume the defense of such
proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the
expense of the Company.


8.     Determination of Right to
Indemnification.


(a)   Successful Defense.  To the extent the Indemnitee has been
successful on the merits or otherwise in defense of any proceeding (including,
without limitation, an action by or in the right of the Company) to which the
Indemnitee was a party by reason of the fact that he or she is or was an agent
of the Company at any time, the Company shall indemnify the Indemnitee against
all expenses of any type whatsoever actually and reasonably incurred by
Indemnitee in connection with the investigation, defense or appeal of such
proceeding.


 


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(b)   Other Situations.  In the event that Section 8(a) is
inapplicable, the Company shall also indemnify the Indemnitee unless, and
except to the extent that, the Company shall prove by clear and convincing
evidence in a forum determined under Section 8(c) below that the
Indemnitee has not met the applicable standard of conduct required to entitle
the Indemnitee to such indemnification.


(c)   Selection of Forum; Determination that
Indemnification Proper.  The
Indemnitee shall be entitled to select the manner in which the validity of the
Company’s claim under Section 8(b) hereof that the Indemnitee is not entitled
to indemnification will be determined from among the following:


(i)            By a majority vote of the directors
who are not parties to the proceeding for which indemnification is being
sought, even though less than a quorum, or by a committee of such directors
designated by majority vote of such directors, even though less than a quorum;


(ii)           By the stockholders of the Company;
or


(iii)          If there are no directors who satisfy
the requirements of Section 8(c)(i) above, or if directors who satisfy the
requirements of Section 8(c)(i) so direct, by independent legal counsel
selected by the Indemnitee, and approved by the Board in its reasonable
discretion, which counsel shall make such determination in a written opinion.


(d)   Submission to Forum.  As soon as practicable and in no event later
than thirty (30) days after written notice of the Indemnitee’s choice of manner
pursuant to Section 8(c) above, the Company shall, at its own expense,
submit to the selected forum its claim that the Indemnitee is not entitled to
indemnification; and the Company shall act in good faith to assure the
Indemnitee a complete opportunity to defend against such claim.


(e)   Application to Court of Chancery.  Notwithstanding a determination by any forum
listed in Section 8(c) hereof that Indemnitee is not entitled to
indemnification with respect to a specific proceeding, the Indemnitee shall
have the right to apply to the Court of Chancery of Delaware, the court in
which that proceeding is or was pending or any other court of competent jurisdiction,
for the purpose of enforcing the Indemnitee’s right to indemnification pursuant
to this Agreement.


(f)    Expenses Related to this Agreement.  Notwithstanding any other provision in this
Agreement to the contrary, the Company shall indemnify the Indemnitee against
all expenses incurred by the Indemnitee in connection with any hearing or
proceeding under this Section 8 involving the Indemnitee and against all
expenses incurred by the Indemnitee in connection with any other proceeding
between the Company and the Indemnitee involving the interpretation or
enforcement (subject to Section 11) of the rights of the Indemnitee under this
Agreement unless a court of competent jurisdiction finds that each of the
claims and/or defenses of the Indemnitee in any such proceeding was frivolous
or made in bad faith.


 


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9.     Exceptions.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:


(a)   Claims Initiated by Indemnitee.  To indemnify or advance expenses to the
Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by the Indemnitee and not by way of defense, unless (i) such
indemnification is expressly required to be made by law, (ii) the
proceeding was authorized by the Board, (iii) such indemnification is
provided by the Company, in its sole discretion, pursuant to the powers vested
in the Company under the General Corporation Law of the State of Delaware or (iv) the
proceeding is brought to establish or enforce a right to indemnification or
advancement of expenses under this Agreement or any other statute or law or
otherwise as required under Section 145;


(b)   Lack of Good Faith.  To indemnify the Indemnitee for any expenses
incurred by the Indemnitee with respect to any proceeding instituted by the
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that the material assertions made by the Indemnitee in
such proceeding were not made in good faith or were frivolous; or


(c)   Unauthorized Settlements.  To indemnify the Indemnitee for any amounts
paid in settlement of a proceeding unless the Company consents to such
settlement, which consent shall not be unreasonably withheld.


10.   Non-exclusivity.  The provisions for indemnification and
advancement of expenses set forth in this Agreement shall not be deemed
exclusive of any other rights that the Indemnitee may have under any provision
of law, the Company’s Certificate of Incorporation or Bylaws as in effect from
time to time, the vote of the Company’s stockholders or disinterested
directors, other agreements, or otherwise, both as to action in Indemnitee’s
official capacity and to action in another capacity while occupying Indemnitee’s
position as an agent of the Company, and the Indemnitee’s rights hereunder
shall continue after the Indemnitee has ceased acting as an agent of the
Company and shall inure to the benefit of the heirs, executors and
administrators of the Indemnitee.


11.   Enforcement.  Any right to indemnification or advancement
of expenses granted by this Agreement to Indemnitee shall be enforceable by or
on behalf of Indemnitee in any court of competent jurisdiction if (i) the
claim for indemnification or advances is denied, in whole or in part, or
(ii) no disposition of such claim is made within sixty (60) days of
written request therefor.  Indemnitee, in
such enforcement action, if successful in whole or in part, shall be entitled
to be paid also the expense of prosecuting Indemnitee’s claim.  It shall be a defense to any action for which
a claim for indemnification is made under this Agreement (other than an action
brought to enforce a claim for expenses pursuant to Section 6 hereof,
provided that the required undertaking has been tendered to the Company) that
Indemnitee is not entitled to indemnification because of the limitations set
forth in Sections 4 and 9 hereof. 
Neither the failure of the Company (including its Board of Directors or
its stockholders) to have made a determination prior to the commencement of
such enforcement action that indemnification of Indemnitee is proper in the
circumstances, nor an actual determination by the Company (including its Board
of Directors or its stockholders) that such indemnification is improper, shall


 


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be a defense to the action or create a presumption
that Indemnitee is not entitled to indemnification under this Agreement or
otherwise.


12.   Subrogation.  In the event the Company is obligated to make
a payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery under an insurance policy or
any other indemnity agreement covering the Indemnitee, who shall execute all
documents required and shall do all acts that may be necessary to secure such
rights and to enable the Company effectively to bring suit to enforce such
rights.


13.   Survival of Rights.


(a)   All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee is an agent of the
Company and shall continue thereafter so long as Indemnitee shall be subject to
any possible claim or threatened, pending or completed action, suit or
proceeding, whether civil, criminal, arbitrational, administrative or
investigative, by reason of the fact that Indemnitee was serving in the
capacity referred to herein.


(b)   The Company shall require any successor to
the Company (whether direct or indirect, by purchase, merger, consolidation or
otherwise) or to all or substantially all of the business or assets of the
Company, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place.


14.   Interpretation
of Agreement.  It is understood that
the parties hereto intend this Agreement to be interpreted and enforced so as
to provide indemnification to the Indemnitee to the fullest extent permitted by
law, including in those circumstances in which indemnification would otherwise
be discretionary.


15.   Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (i) the validity, legality and enforceability of the remaining
provisions of the Agreement (including, without limitation, all portions of any
paragraphs of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby, and (ii) to the
fullest extent possible, the provisions of this Agreement (including, without
limitation, all portions of any paragraph of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable
and to give effect to Section 14 hereof.


16.   Modification
and Waiver.  No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. 
No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.


17.   Notice.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed duly
given (i) if delivered by hand and receipted for by the party addressee,
(ii) if mailed by certified or registered mail with postage


 


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prepaid, on the third business day after the mailing
date or (iii) by reputable overnight courier service (delivery charges
prepaid), on the first business day after the mailing date.  Addresses for notice to either party are as
shown on the signature page of this Agreement, or as subsequently modified by
written notice.


18.   Governing
Law.  This Agreement shall be
governed exclusively by and construed according to the laws of the State of
Delaware as applied to contracts between Delaware residents entered into and to
be performed entirely within Delaware.


19.   Counterparts.  To
facilitate execution, this Agreement may be executed in counterparts.  It shall not be necessary that the signature
of or on behalf of each party appears on each counterpart, but it shall be
sufficient that the signature of or on behalf of each party appears on one or
more of the counterparts.  The
counterparts shall together constitute a single agreement.


*     *    
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The parties hereto have entered into this Indemnity
Agreement effective as of the date first above written.


	
   

  	
   

  	
  THE COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Regal Entertainment Group

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
  7132 Regal Lane

  
	
   

  	
   

  	
   

  	
  Knoxville, TN 37918

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


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