Exhibit 10.63


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement is
entered into by and among AMC ENTERTAINMENT
INC., a Delaware corporation (“AMCE”), AMERICAN MULTI-CINEMA, INC., a Missouri corporation (“AMC”
and, collectively with AMCE, the “Company”), and SAMUEL D. GOURLEY (“Employee”). In consideration of the mutual
promises and covenants contained herein, the parties hereto agree as follows:


 


1.                                       Duties. During the Term (as defined in Section 2) of his
employment by the Company under this Agreement, Employee shall devote his full
time and attention to the business of the Company as directed by the President,
AMC Film Marketing, and Executive Vice President (“EVP”), North America Film
Operations, or such other designees as determined by AMC’s President and Chief
Operating Officer.


 


2.                                       Term. The term of this Agreement shall commence as of July
1, 2001 and shall terminate on June 30, 2002 or sooner as provided in Section 6
below (such period, as it may be extended, the “Term”). On each July 1
hereafter, commencing in 2002, one year shall be added to the Term of Employee’s
employment with the Company under this Agreement, so that as of each July 1 the
Term of Employee’s employment hereunder shall be one (1) year.


 


3.                                       Compensation.


 


(a)                                 Base
Salary. During the Term of his employment by the Company
under this Agreement, Employee shall receive an annual salary of $197,608.00 (“Base
Salary”) plus an additional $17,500.00 on an annual basis as a market allowance
(to be paid as long as Employee is employed by Company in an area which the
Company designates as a “market allowance area”) (all less withholding for
applicable taxes), payable in accordance with the Company’s payroll procedures
for its salaried employees, subject to such increases as may be determined by
the President, AMC Film Marketing and EVP North America Film Operations, with
the approval of AMC’s President and Chief Operating Officer.


 


(b)                                Bonus.
In addition to Base Salary, Employee shall be eligible to receive an
annual bonus (the “Bonus”) as determined from time to time by the President,
AMC Film Marketing and EVP North America Film Operations, with the approval of
AMC’s President and Chief Operating Officer based on the Company’s applicable
incentive compensation program, as such may exist from time to time.


 


(c)                                 Benefits.
During the Term of Employee’s employment by the Company under this
Agreement, Employee also shall be eligible for the benefits offered by the
Company from time to time to the Company’s other executive officers (such as
group insurance, pension plans, thrift plans, stock purchase plans and the
like). Nothing herein shall be construed so as to prevent the Company from
modifying or terminating any employee benefit plans or programs it may adopt
from time to time.


 


1

















 


(d)                                 Automobile.
During the Term of Employee’s employment by the Company under this
Agreement, the Company shall provide Employee with a Company owned or leased
automobile or an equivalent automobile allowance.


 


4.                                       Expense Reimbursements. During the Term of Employee’s
employment by the Company under this Agreement, the Company shall reimburse
Employee for business travel and entertainment expenses reasonably incurred by
Employee on behalf of the Company in accordance with the Company’s procedures,
as such may exist from time to time.


 


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


 


(a)                                  Resignation.
Employee’s resignation or other voluntary departure.


 


(b)                                 Death. The death of
Employee.


 


(c)                                  Disability.
If, as a result of Employee’s incapacity due to physical or mental
illness, (i) Employee shall not have been regularly performing his duties and
obligations hereunder for a period of one hundred twenty (120) consecutive days
(a “Disability”), (ii) the Company has given Employee the written Notice of
Termination pursuant to Section 6(a) hereof, and (iii) within thirty (30) days
after the Company gives Employee such written Notice of Termination (which may
occur before or after the end of such 120 day period), Employee shall not have
returned to the performance of his duties and obligations hereunder on a
regular basis.


 


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


 


(e)                                  Without
Cause. The employment of Employee by the Company under this Agreement may be
terminated without Cause with severance at any time by the President, AMC Film
Marketing and EVP North America Film Operations, with approval from AMC’s
President and Chief Operating Officer, in their sole discretion. In the event
of payment of severance without Cause, Employee shall receive the severance
amount specified in paragraph 7(c) herein and in such case, Employee will not
receive severance under the AMC Severance Pay Plan.


 


2

















 


(f)                                    Change of
Control. Employee terminates his employment by the Company
hereunder due to the occurrence of any one or more of the events described in
clauses (i), (ii) and (iii) below subsequent to a Change of Control (as defined
below), provided that Employee has 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 alteration in Employee’s responsibilities from those in effect
immediately prior to the Change of Control;


 


(ii)                                  a reduction in
Employee’s Base Salary below the rate that is in effect immediately prior to
the Change of Control; or


 


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


 


For purposes of this Agreement a “Change of
Control” means (i) a merger, consolidation or similar transaction involving the
Company after which holders of the Company’s stock before such transaction do
not own at least 50% of the combined voting power of all shares generally
entitled to vote in the election of the members of the Board of Directors of
the surviving entity, (ii) the acquisition by any person or group (other than
Apollo or the holders of Class B Stock on the Initial Issuance Date), so long
as neither Apollo nor such holders of Class B Stock is a part of such group (as
such term is defined in Section 13(d) of the Securities Exchange Act of 1934,
as amended, and the regulations promulgated thereunder), of beneficial
ownership of at least 50% of the combined voting power of all shares generally
entitled to vote in the election of the members of the Board of Directors of
the Company, or (iii) the sale of all or substantially all of the assets of the
Company or similar transaction (the determination of aggregate voting power to
recognize that the Company’s Class B Stock has ten votes per share and the
Company’s Common Stock has one vote per share).


 


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


 


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


 


“Common Stock” means the Common 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 (as defined in the Investment
Agreement described below, which definition


 


3

















 


is incorporated herein by this reference) pursuant to the closing of
the Investment Agreement.


 


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


 


(g)                                 Retirement.
The retirement of the Employee at or after age 65.


 


6.                                       Termination Procedure.


 


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


 


(b)                                 Date of
Termination. “Date of Termination” shall mean (i) if Employee’s
employment by the Company is terminated by Employee’s resignation, retirement
or other voluntary departure, the date of such event, (ii) if Employee’s
employment by the Company is terminated by his death, the date of death, (iii) if
Employee’s employment by the Company is terminated pursuant to Section 5(c) hereof,
thirty (30) days after Notice of Termination is given (provided that Employee
shall not have again become available for service to the Company on a regular
basis during such thirty (30) day period), (iv) if Employee’s employment by the
Company is terminated 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, the date on which a Notice of Termination is given.


 


7.                                       Compensation During Disability or Upon Termination.


 


(a)                                  During
Disability. During any period that Employee fails to perform his
duties under this Agreement as a result of incapacity due to physical or mental
illness (a “disability period”), Employee shall continue to receive his Base
Salary at the rate then in effect for such period until his employment by the
Company is terminated pursuant to Section 5(c) hereof, provided that payments
so made to Employee during the first 180 days of any such disability period
shall be reduced by the sum of the amounts, if any, paid to Employee at or
prior to the time of any such payment under disability benefit plans of the
Company or under the Social Security disability insurance program, and which
amounts were not previously applied to reduce any such payment. Employee shall
also receive a pro rata portion of the Bonus described in Section 3(b) pursuant
to the Company’s applicable incentive compensation program (the amount of such
pro rated Bonus to be determined as


 


4

















 


though the target level (or if there is no target level, at 45% of the
Base Salary at the rate then in effect) was attained, multiplied by a fraction,
the numerator of which is the number of completed months in the then current
Bonus program year and the denominator of which is 12), as such may exist from
time to time.


 


(b)                                 Termination
for Employee Resignation, Cause or Retirement. If Employee’s employment by
the Company is terminated pursuant to Section 5(a), (d) or (g), the Company
shall pay Employee his accrued but unpaid Base Salary through the Date of
Termination at the rate in effect at the time Notice of Termination is given,
and the Company shall have no further obligations to Employee under this
Agreement. If Employee’s employment by the Company is terminated by Employee’s
retirement, Employee shall also receive a pro rata portion of the Bonus
described in Section 3(b) pursuant to the Company’s applicable incentive
compensation program (the amount of such pro rated Bonus to be determined as
though the target level (or if there is no target level, at 45% of the Base
Salary at the rate then in effect) was attained, multiplied by a fraction, the
numerator of which is the number of completed months in the then current Bonus
program year and the denominator of which is 12), as such may exist from time
to time.


 


(c)                                  Termination
for Death, Disability, Without Cause or by Employee due to a Change of Control.
If Employee’s employment by the Company is terminated pursuant to Section
5(b), (c), (e) or (f), the Company shall pay to Employee or his personal
representative a lump sum amount equal to one year Base Salary plus the amount
of any annual market allowance (less withholding for applicable taxes) of
Employee in effect on the Date of Termination.


 


8.                                       Confidentiality. Employee acknowledges that he knows and in
the future will know information relating to the Company and its affiliated
companies and their respective operations that is confidential or a trade
secret. Such information includes information, whether obtained in writing, in
conversation or otherwise, concerning corporate strategy, intent and plans,
business operations, pricing, costs, budgets, equipment, the status, scope and
term of pending acquisitions, negotiations and transactions, the terms of
existing or proposed business arrangements, contracts and obligations, and
corporate and financial reports. Such confidential or trade secret information
shall not, however, include information in the public domain unless Employee
has, without authority, made it public.


 


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


 


Upon termination of his employment by the
Company under this Agreement, Employee shall return all materials in his
possession or under his control that were prepared


 


5

















 


by or relate 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 under this Section 8
shall survive the termination of Employee’s employment by the Company under
this Agreement.


 


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


 


10.                                 Successors: Binding Agreement.


 


(a)                                  Company
Successors. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all the business of the Company, by agreement in form and
substance satisfactory to Employee, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.


 


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


 


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


 


(a)                                  If to the
Company, to:


 


6

















 


Raymond F. Beagle, Jr. 


Lathrop & Gage L.C. 


2345 Grand Boulevard 


Kansas City, Missouri 64108


 


(b)                                 If to Employee, to:


 


Samuel D. Gourley 


2730 Rocky Point Court 


Thousand Oaks, CA 91362


 


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


 


12.                                 Total Compensation. The compensation to be paid
to Employee under this Agreement shall be in full payment for all services
rendered by Employee in any capacity to the Company or any affiliate of the
Company.


 


13.                                 Additional Potential Compensation. Nothing in this Agreement
shall prohibit the Company from awarding additional compensation to Employee if
it is determined that such compensation is warranted based on Employee’s
performance.


 


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


 


15.                                 Arbitration. Any legal dispute related to this 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 to arbitration, in accordance with
the applicable dispute resolution procedures of the American Arbitration
Association. The award of the arbitrators shall be final and binding upon the
parties.


 


The parties hereto agree that (i) three
arbitrators shall be selected pursuant to the rules and procedures of the
American Arbitration Association, (ii) at least one arbitrator shall


 


7

















 


be a licensed attorney, (iii) the arbitrators shall have the power to
award injunctive relief or to direct specific performance, (iv) each of the
parties, unless otherwise provided by applicable law and procedures, shall bear
its own attorneys’ fees, costs and expenses and an equal share of the
arbitrators’ and administrative fees of arbitration, and (v) the arbitrators
shall award to the prevailing party a sum equal to that party’s share of the
arbitrators’ and administrative fees of arbitration.


 


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


 


THIS
AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE
PARTIES.


 


IN WITNESS WHEREOF, the parties have executed
this Employment Agreement as of the day and year 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/ Philip M.
  Singleton

  
	
   

  	
   

  	
  Philip
  M. Singleton, President and

  
	
   

  	
   

  	
  Chief
  Operating Officer

  
	
   

  	
   

  
	
   

  	
  /s/
  Samuel D. Gourley

  
	
   

  	
  SAMUEL D. GOURLEY, EMPLOYEE

  



 


8