Exhibit
10.51


 


EXECUTION


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into this 7th day of April 2009,
by and between AMC Entertainment Inc., a Delaware corporation (the “Company”),
and Robert Lenihan (the “Executive”).


 


RECITALS


 


THE PARTIES ENTER THIS AGREEMENT on the basis of the
following facts, understandings and intentions:


 


A.                                    The Company
desires to provide for the services of the Executive on the terms and conditions
set forth in this Agreement.


 


B.                                      This Agreement
shall govern the employment relationship between the Executive and the Company
and supersedes and negates all previous agreements with respect to such
relationship.


 


C.                                      The Executive
desires to be employed by the Company on the terms and conditions set forth in
this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the above recitals incorporated herein and the mutual
covenants and promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby expressly
acknowledged, the parties agree as follows:


 


1.                                     Retention and
Duties.


 


1.1                               Retention. The Company
does hereby hire, engage and employ the Executive beginning on a date to be
mutually agreed, not later than May 4, 2009 (such actual date of employment
commencement, the “Effective Date”), and concluding on the last day of
the Period of Employment (as such term is defined in Section 2) on
the terms and conditions expressly set forth in this Agreement. The Executive
does hereby accept and agree to such hiring, engagement and employment, on the
terms and conditions expressly set forth in this Agreement.


 


1.2                               Duties. During the Period of
Employment, the Executive shall serve the Company as its President of Film
Programming and shall have the powers, authorities, duties and obligations of
management usually vested in such position of a company of a similar size and
similar nature as the Company, including responsibility for film selection and
film rental negotiations, management of studio relationships, alternative
content sourcing and development, film department management, and such other
powers, authorities, duties and obligations commensurate with such positions as
the Company’s Board of Directors (the “Board”) or the Company’s Chief
Executive Officer may assign from time to time, all subject to the directives
of the Board and the corporate policies of the Company as they are in effect
from time to time throughout the Period of Employment (including, without
limitation, the Company’s business conduct and ethics policies, as they may
change from time to time). During the Period of Employment, the Executive shall
report to the Chief Executive Officer.


 

















 


1.3                               No Other Employment; Minimum Time Commitment. During the Period of Employment, the Executive shall
(i) devote substantially all of the Executive’s business time, energy and
skill to the performance of the Executive’s duties for the Company, (ii) perform
such duties in a faithful, effective and efficient manner to the best of his
abilities, and (iii) hold no other employment. The Executive’s service on
the boards of directors (or similar body) of other business entities is subject
to the approval of the Board. The Company shall have the right to require the
Executive to resign from any board or similar body (including, without
limitation, any association, corporate, civic or charitable board or similar
body) on which he may then serve if the Board reasonably determines that the
Executive’s service on such board or body interferes with the effective discharge
of the Executive’s duties and responsibilities to the Company or that any
business related to such service is then in competition with any business of
the Company or any of its Affiliates (as such term is defined in Section 5.5),
successors or assigns.


 


1.4                               No Breach of Contract. The Executive
hereby represents to the Company that: (i) except as set forth on Annex
A hereto, the execution and delivery of this Agreement by the Executive and
the Company and the performance by the Executive of the Executive’s duties
hereunder do not and shall not constitute a breach of, conflict with, or
otherwise contravene or cause a default under, the terms of any other agreement
or policy to which the Executive is a party or otherwise bound or any judgment,
order or decree to which the Executive is subject; (ii) the Executive has
no information (including, without limitation, confidential information and
trade secrets) relating to any other Person (as such term is defined in Section 5.5)
which would prevent, or be violated by, the Executive entering into this
Agreement or carrying out his duties hereunder; (iii) except as set forth
on Annex A hereto, the Executive is not bound by any employment,
consulting, non-compete, confidentiality, trade secret or similar agreement
with any other Person; and (iv) the Executive understands the Company will
rely upon the accuracy and truth of the representations and warranties of the
Executive set forth herein and the Executive consents to such reliance.


 


1.5                               Location. The Executive’s
principal place of employment shall be in Los Angeles, California. The
Executive agrees that he will be regularly present at that office. The
Executive acknowledges that he will be required to travel from time to time in
the course of performing his duties for the Company.


 


2.                                      Period of Employment. The “Period
of Employment” shall be a period of two years commencing on the Effective
Date and ending at the close of business on the second anniversary of the
Effective Date (the “Termination Date”); provided, however,
that this Agreement shall be automatically renewed, and the Period of
Employment shall be automatically extended, for one (1) additional year on
the Termination Date and each anniversary of the Termination Date thereafter,
unless either party gives written notice at least ninety (90) days prior to the
expiration of the Period of Employment (including any renewal thereof) of such
party’s desire to terminate the Period of Employment (such notice to be
delivered in accordance with Section 17). The term “Period of
Employment” shall include any extension thereof pursuant to the preceding
sentence. Provision of notice that the Period of Employment shall not be
extended or further extended, as the case may be, shall not constitute a breach
of this Agreement and shall not constitute “Good Reason” for purposes of this
Agreement. Notwithstanding the foregoing, the Period of Employment is subject
to earlier termination as provided below in this Agreement.


 


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3.                                      Compensation.


 


3.1                                Base
Salary. During the Period of
Employment, the Company shall pay the Executive a base salary (the “Base
Salary”), which shall be paid in accordance with the Company’s regular
payroll practices in effect from time to time, but not less frequently than
monthly. The Executive’s Base Salary shall be at an annualized rate of four
hundred and ten thousand dollars ($410,000). The Board (or a committee thereof)
will review the Executive’s rate of Base Salary on an annual basis and may, in its
sole discretion, increase (but not decrease) the rate then in effect.


 


3.2                                Incentive Bonus. The Executive
shall be eligible to receive an incentive bonus for each fiscal year of the
Company that occurs during the Period of Employment, except for the fiscal year
ending in 2009 (“Incentive Bonus”); provided, that, except as
provided in Section 5.3, the Executive must be employed by the
Company at the time that the Company pays its annual bonuses to officers
generally with respect to any such fiscal year in order to be eligible for an
Incentive Bonus with respect to that fiscal year (and, if the Executive is not
so employed at such time, he shall not be considered to have “earned” any
Incentive Bonus with respect to the fiscal year in question). Any Incentive
Bonus shall be paid to the Executive at the same that that the Company pays its
annual bonuses to officers generally with respect to such fiscal year. The
Executive’s target Incentive Bonus amount for a particular fiscal year of the
Company shall be determined by the Board (or a committee thereof) in its sole
discretion, based on performance objectives (which may include corporate,
business unit or division, financial, strategic, individual or other
objectives) established with respect to that particular fiscal year by the
Board (or a committee thereof). The target Incentive Bonus for each fiscal year
during the Period of Employment shall equal 50% of the Base Salary. The
Executive acknowledges that any Incentive Bonus or other bonus received by the
Executive shall be subject to mandatory repayment by the Executive if the
payment was based on materially inaccurate financial statements or performance
metrics. The Executive’s Incentive Bonus (if any) for the fiscal year in which
the Effective Date occurs will be pro-rated by multiplying the amount otherwise
payable by a fraction, the numerator of which is the number of days in that
fiscal year that occur on and after the Effective Date and the denominator of
which is the total number of days in the entire fiscal year.


 


3.3                                Stock Option Grant.


 


At the meeting of the Company’s Compensation
Committee that follows the Effective Date, the Executive will be considered for
a stock option grant on terms and conditions that are comparable to stock
option grants for similarly situated executive officers.


 


4.                                      Benefits.


 


4.1                               Retirement, Welfare and Fringe Benefits. During the Period of Employment, the Executive shall
be entitled to participate in all retirement and welfare benefit plans and
programs, and fringe benefit plans and programs, made available by the Company
to the Company’s executive officers generally, in accordance with the
eligibility and participation provisions of such plans and as such plans or
programs may be in effect from time to time.


 


4.2                               Reimbursement of Business Expenses. The Executive
is authorized to incur reasonable expenses in carrying out the Executive’s
duties for the Company under this Agreement


 


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and shall be entitled to reimbursement for all reasonable business
expenses that the Executive incurs during the Period of Employment in
connection with carrying out the Executive’s duties for the Company, subject to
the Company’s expense reimbursement policies and any pre-approval policies in
effect from time to time.


 


4.3                               Relocation Expenses. The Company
shall reimburse the Executive for costs incurred in connection with the
shipment and packaging of his household goods (excluding perishable items) and
personal effects from San Francisco, California to Los Angeles, California by a
Company-designated shipper. Reimbursement of the shipping expenses is subject
to receipt by the Company of applicable documentation and compliance with
applicable Company policies in effect from time to time. In addition, the Company
shall reimburse the Executive for reasonable costs incurred for two round trips
to Los Angeles, California from either San Francisco, California or Kansas
City, Missouri to search for a home. Reimbursement of such travel is subject to
receipt by the Company of applicable documentation and compliance with
applicable Company policies in effect from time to time. The Company shall also
pay an allowance of $7,500 to cover miscellaneous relocation items not
specifically enumerated.


 


4.4                               Vacation and Other Leave. During the
Period of Employment, the Executive’s annual rate of vacation accrual shall be
fifteen (15) days per year; provided that such vacation shall accrue and be
subject to the Company’s vacation policies in effect from time to time. The
Executive shall also be entitled to all other holiday and leave pay generally
available to other Executives of the Company.


 


4.5                               Limited Indemnification.


 


(a)                                  The Executive represents and
warrants that as of the date hereof, he is bound by that certain employment
agreement, by and between Village Roadshow Gold Class Cinemas LLC and the
Executive dated as of June 1, 2008 (the “VRGCC Agreement”) and that
such agreement is governed by the laws of the state of California. Pursuant to Section 4
(Employment Exclusive) and 6(h) of Exhibit A of the VRGCC Agreement,
the Executive shall not “become financially interested in or associated with,
directly or indirectly, any Exhibition Business” and generally may not “engage
in any Exhibition Business” for any person other than Village Roadshow Gold Class Cinemas
LLC and its affiliates (the “Noncompete Provision”). In reliance on the
foregoing representation and warranty, if Village Roadshow Gold Class Cinemas
LLC alleges a claim or cause of action that the Noncompete Provision has been
breached as a direct result of the Executive’s execution of this Agreement and
the Executive’s performance of duties hereunder (the “Claim”), the
Company agrees to indemnify and hold harmless the Executive against any and all
expenses actually and reasonably incurred during the Period of Employment
directly arising out of the Executive’s defense of such Claim (the “Indemnification”).
The Executive agrees to use his best efforts to defend the Claim, subject to
the Company’s control of such defense, and, if requested by the Company, to
assign to the Company the Executive’s defense of the Claim. Any counsel
employed to defend the Claim shall be chosen by the Company, if the Company so
desires. The Executive shall consent to the entry of judgment, admit liability
with respect to or settle any Claim at the direction of and in the sole
discretion of the Company.


 


(b)                                The amounts incurred by the
Executive during any calendar year that are eligible for reimbursement pursuant
to this Section 4.5 shall not affect the amounts incurred by the
Executive in any other calendar year that are eligible for reimbursement
hereunder.


 


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The reimbursement of an eligible expense shall be
made on or before the last day of the year following the year in which the
expense was incurred. The right to receive reimbursement hereunder is not
subject to liquidation or exchange for another benefit.


 


(c)                                The provisions of this Section 4.5(e) shall
control notwithstanding anything to the contrary in the foregoing provisions of
this Section 4.5. The Company has agreed to provide the Executive
with the Indemnification during the Period of Employment based on the accuracy
of the representations and warranties set forth in Section 4.5(a).
Upon the Executive’s termination or separation for any reason, the Executive’s
right to Indemnification hereunder shall automatically end on the Severance
Date, and any reimbursements then owed to the Executive on such date shall be
paid as soon as reasonably practicable following the Severance Date. The
maximum amount for which the Company shall be obligated pursuant to this Section 4.5
is $410,000.


 


5.                                      Termination.


 


5.1                               Termination by the Company. The Executive’s
employment by the Company, and the Period of Employment, may be terminated at
any time by the Company: (i) with Cause (as such term is defined in Section 5.5),
or (ii) without Cause, or (iii) in the event of the Executive’s
death, or (iv) in the event that the Board determines in good faith that
the Executive has a Disability (as such term is defined in Section 5.5).


 


5.2                               Termination by the Executive. The Executive’s
employment by the Company, and the Period of Employment, may be terminated by
the Executive with no less than ninety (90) days’ advance written notice to the
Company (such notice to be delivered in accordance with Section 17);
provided, however, that in the case of a termination with Good
Reason, the Executive may provide immediate written notice of termination once
the applicable cure period (as contemplated by the definition of Good Reason)
has lapsed if the Company has not reasonably cured the circumstances that gave
rise to the basis for the termination with Good Reason.


 


5.3                               Benefits Upon Termination. If the
Executive’s employment by the Company is terminated during the Period of
Employment for any reason by the Company or by the Executive, or upon or
following the expiration of the Period of Employment (in any case, the date
that the Executive’s employment by the Company terminates is referred to as the
“Severance Date”), the Company shall have no further obligation to make
or provide to the Executive, and the Executive shall have no further right to
receive or obtain from the Company, any payments or benefits except as follows:


 


(a)                                   The Company shall pay the
Executive (or, in the event of his death, the Executive’s estate) any Accrued
Obligations (as such term is defined in Section 5.5):


 


(b)                                  If, during the Period of
Employment, the Executive’s employment with the Company terminates as a result
of an Involuntary Termination, the Company shall pay the Executive (in addition
to the Accrued Obligations), subject to tax withholding and other authorized
deductions, an amount equal to two times his Base Salary. Such amount is
referred to hereinafter as the “Severance Benefit.” Subject to Section 5.8(a),
the Company shall pay the Severance Benefit to the Executive in substantially
equal installments in accordance with the Company’s standard payroll practices
over a period of twenty-four (24) consecutive months, with the first
installment payable in the month following the month in which the Executive’s
Separation from Service (as such term is


 


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defined in Section 5.5) occurs. (For purposes of clarity,
each such installment shall equal the applicable fraction of the aggregate
Severance Benefit. For example, if such installments were to be made on a
monthly basis, each installment would equal 1 /24th of the Severance Benefit.)


 


(c)                                   Notwithstanding the
foregoing provisions of this Section 5.3, if the Executive breaches
his obligations under Section 6 or under any other agreement that
imposes restrictions with respect to the Executive’s activities at any time,
from and after the date of such breach and not in any way in limitation of any
right or remedy otherwise available to the Company, the Executive will no
longer be entitled to, and the Company will no longer be obligated to pay, any
remaining unpaid portion of the Severance Benefit; provided that, if the
Executive provides the release contemplated by Section 5.4, in no
event shall the Executive be entitled to a Severance Benefit payment of less
than $5,000, which amount the parties agree is good and adequate consideration,
standing alone, for the Executive’s release contemplated by Section 5.4.


 


(d)                                  The foregoing provisions of
this Section 5.3 shall not affect: (i) the Executive’s receipt
of any benefits otherwise due terminated employees under group insurance
coverage consistent with the terms of an applicable Company welfare benefit
plan; (ii) the Executive’s rights to continued health coverage under
COBRA; or (lii) the Executive’s receipt of benefits otherwise due in accordance
with the terms of the Company’s 401(k) plan (if any).


 


5.4                               Release;
Exclusive Remedy.


 


(a)                                   This Section 5.4
shall apply notwithstanding anything else contained in this Agreement or any
stock option or other equity-based award agreement to the contrary. As a
condition precedent to payment of the Severance Benefit, the Executive shall,
upon or promptly following his last day of employment with the Company, provide
the Company and its Affiliates with a valid, executed general release agreement
in a form acceptable to the Company (which form shall be substantially in the
same form as that attached hereto as Exhibit A), and such release
agreement shall have not been revoked by the Executive pursuant to any
revocation rights afforded by applicable law.


 


(b)                                  The Executive agrees that
the payments and benefits contemplated by Section 5.3 shall
constitute the exclusive and sole remedy for any termination of his employment
and the Executive covenants not to assert or pursue any other remedies, at law
or in equity, with respect to any termination of employment. The Executive
agrees to resign, on the Severance Date, as an officer and director of the
Company and any Affiliate of the Company, and as a fiduciary of any benefit
plan of the Company or any Affiliate of the Company, and to promptly execute
and provide to the Company any further documentation, as requested by the
Company, to confirm such resignation.


 


5.5                               Certain Defined Terms.


 


(a)                                  As used herein,
“Accrued Obligations” means:


 


(i)                                    any Base Salary
that had accrued but had not been paid on or before the Severance Date;


 


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(ii)                                 any Incentive
Bonus for a completed fiscal year that has not yet been paid, to the extent the
Executive is eligible for any such Incentive Bonus for such fiscal year; and


 


(iii)                              any
reimbursement due to the Executive pursuant to Section 4.2 or Section 4.3
for expenses reasonably incurred by the Executive on or before the Severance
Date and documented and pre-approved, to the extent applicable, in accordance
with the Company’s expense reimbursement policies in effect at the applicable
time.


 


(b)                                 As used herein,
“Affiliate” of the Company means a Person that directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, the Company. As used in this definition, the term “control,”
including the correlative terms “controlling,” “controlled by” and “under
common control with,” means the possession, directly or indirectly, of the
power to direct or cause the direction of management or policies (whether
through ownership of securities or any partnership or other ownership interest,
by contract or otherwise) of a Person. The term “Affiliate” shall not include
any entity that would not otherwise be an Affiliate of the Company but for its
ownership by any of J.P. Morgan Partners (BHCA), Apollo Investment Fund V,
L.P., Bain Capital Investors, LLC, The Carlyle Group Partners III Loews, L.P.,
Spectrum Equity Investors, or their successors or related investment funds.


 


(c)                                  As used herein,
“Cause” shall mean, as reasonably determined by the Board (excluding the
Executive, if he is then a member of the Board) based on the information then
known to it, that one or more of the following has occurred:


 


(i)                                     the Executive has committed
a felony (under the laws of the United States or any relevant state, or a
similar crime or offense under the applicable laws of any relevant foreign
jurisdiction);


 


(ii)                                  the Executive has engaged in
acts of fraud, dishonesty, gross negligence or other misconduct including abuse
of controlled substances, that is injurious to the Company, its Affiliates or
any of their customers, clients or employees;


 


(iii)                               the Executive willfully
fails to perform or uphold his duties under this Agreement and/or willfully
fails to comply with reasonable directives of the Board, in either case, that
is not remedied by the Executive within fifteen (15) days after written notice
thereof has been delivered to the Executive; or


 


(iv)                              any breach by the Executive
of any provision of Section 6, or any material breach by the Executive
of any other contract he is a party to with the Company or any of its
Affiliates including the Code of Ethics or another material written policy.


 


(d)                                 As used herein,
“Good Reason” shall mean a termination of the Executive’s employment by
means of resignation by the Executive after the occurrence (without the Executive’s
consent) of any one or more of the following conditions:


 


(i)                                     a material diminution in the
Executive’s rate of Base Salary;


 


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(ii)                                  a material diminution in the
Executive’s authority, duties, or responsibilities;


 


(iii)                               a material change in the
geographic location of the Executive’s principal office with the Company (for
this purpose, in no event shall a relocation of such office to a new location
that is not more than fifty (50) miles from the current location of the Company’s
executive offices constitute a “material change”); or


 


(iv)                              a material breach by the
Company of this Agreement;


 


provided, however, that any such condition or conditions,
as applicable, shall not constitute grounds for a termination with Good Reason
unless (x) the Executive provides written notice to the Company of the
condition claimed to constitute grounds for a termination with Good Reason
within thirty (30) days after the initial existence of such condition(s) (such
notice to be delivered in accordance with Section 17), and (y) the
Company fails to remedy such condition(s) within thirty (30) days of
receiving such written notice thereof; and (z) the termination of the
Executive’s employment with the Company shall not constitute a termination with
Good Reason unless such termination occurs not more than one hundred and twenty
(120) days following the initial existence of the condition claimed to
constitute grounds for a termination with Good Reason.


 


(e)                                   As used herein, “Disability”
shall mean a physical or mental impairment which, as reasonably determined by
the Board, renders the Executive unable to perform the essential functions of
his employment with the Company, even with reasonable accommodation that does
not impose an undue hardship on the Company, for more than 90 days in any
180-day period, unless a longer period is required by federal or state law, in
which case that longer period would apply.


 


(f)                                     As used herein, “Involuntary
Termination” shall mean (i) a termination of the Executive’s
employment by the Company without Cause (and other than due to Executive’s
death or in connection with a good faith determination by the Board that the
Executive has a Disability), or (ii) a termination with Good Reason.


 


(g)                                  As used herein, the term “Person”
shall be construed broadly and shall include, without limitation, an
individual, a partnership, a limited liability company, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.


 


(h)                                 As used herein,
a “Separation from Service” occurs when the Executive dies, retires, or
otherwise has a termination of employment with the Company that constitutes a “separation
from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1),
without regard to the optional alternative definitions available thereunder.


 


5.6                               Notice of Termination. Any termination
of the Executive’s employment under this Agreement shall be communicated by
written notice of termination from the terminating party to the other party.
This notice of termination must be delivered in accordance with Section 17
and must indicate the specific provision(s) of this Agreement relied upon
in effecting the termination.


 


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5.7                               Limitation on Benefits.


 


(a)                                  To the extent that any
payment, benefit or distribution of any type to or for the benefit of the
Executive by the Company or any of its affiliates, whether paid or payable,
provided or to be provided, or distributed or distributable pursuant to the
terms of this Agreement or otherwise (including, without limitation, any accelerated
vesting of stock options or other equity-based awards or incentives)
(collectively, the “Total Payments”) would be subject to the excise tax
imposed under Section 4999 of the Internal Revenue Code of 1986, as
amended (the “Code”), then the Company shall submit for the vote of the
stockholders of the Company (the “Stockholders”) the payments to the
Executive in a manner that complies with the requirements of Section 280G(b)(5)(B) of
the Code and the Treasury Regulations promulgated thereunder. It shall be a
prerequisite to the Company’s obligations under this Section 5.7(a) that
the Executive shall have executed a valid waiver in a form reasonably
satisfactory to the Company and sufficient to enable the Stockholders’ approval
to have the effect that no payments to the Executive would be subject to the
excise tax under Section 4999 of the Code. If the exemption described in Section 280G(b)(5)(B) of
the Code and the Treasury Regulations promulgated thereunder does not apply,
then the procedures set forth in Section 5.7(b) and Section 5.7(c) hereof
shall apply.


 


(b)                                 Notwithstanding anything
contained in this Agreement to the contrary, to the extent that the Total
Payments would be subject to Section 4999 of the Code, then the Total
Payments shall be reduced (but not below zero) so that the maximum amount of
the Total Payments (after reduction) shall be one dollar ($1.00) less than the
amount which would cause the Total Payments to be subject to the excise tax
imposed by Section 4999 of the Code. Unless the Executive shall have given
prior written notice to the Company to effectuate a reduction in the Total
Payments that complies with the requirements of Section 409A of the Code
to avoid the imputation of any tax, penalty or interest thereunder, the Company
shall reduce or eliminate the Total Payments by first reducing or eliminating
any cash severance benefits (with the payments to be made furthest in the
future being reduced first), then by reducing or eliminating any accelerated
vesting of stock options or similar awards, then by reducing or eliminating any
other remaining Total Payments. The preceding provisions of this Section 5.7(b) shall
take precedence over the provisions of any other plan, arrangement or agreement
governing the Executive’s rights and entitlements to any benefits or
compensation.


 


(c)                                  Any determination that Total
Payments to the Executive must be reduced or eliminated in accordance with Section 5.7(b) and
the assumptions to be utilized in arriving at such determination, shall be made
by the Board in the exercise of its reasonable, good faith discretion based
upon the advice of such professional advisors it may deem appropriate in the
circumstances. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Board hereunder, it
is possible that Total Payments to the Executive which will not have been made
by the Company should have been made (“Underpayment”). If an Underpayment has
occurred, the amount of any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive. In the event that any Total
Payment made to the Executive shall be determined to otherwise result in the
imposition of any tax under Section 4999 of the Code, then the Executive shall
promptly repay to the Company the amount of any such Underpayment together with
interest on such amount (at the same rate as is applied to determine the
present value of payments under Section 280G of the Code or any successor
thereto), from the date the reimbursable payment was received by the Executive
to the date the same is repaid to the Company.


 


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5.8                               Section 409A.


 


(a)                                   If the Executive is a “specified
employee” within the meaning of Treasury Regulation Section 1.409A-l(i) as
of the date of the Executive’s Separation from Service, the Executive shall not
be entitled to the Severance Benefit until the earlier of (i) the date
which is six (6) months after his or her Separation from Service for any
reason other than death, or (ii) the date of the Executive’s death. The
provisions of this paragraph shall apply only if, and to the extent, required
to avoid the imputation of any tax, penalty or interest pursuant to Section 409A
of the Code. Any amounts otherwise payable to the Executive upon or in the six (6) month
period following the Executive’s Separation from Service that are not so paid
by reason of this Section 5.8(a) shall be paid (without
interest) as soon as practicable (and in all events within thirty (30) days)
after the date that is six (6) months after the Executive’s Separation
from Service (or, if earlier, as soon as practicable, and in all events within
thirty (30) days, after the date of the Executive’s death).


 


(b)                                  It is intended that any amounts
payable under this Agreement and the Company’s and the Executive’s exercise of
authority or discretion hereunder shall comply with and avoid the imputation of
any tax, penalty or interest under Section 409 A of the Code. This
Agreement shall be construed and interpreted consistent with that intent.
Nothing contained herein is intended to provide a guarantee of tax treatment to
the Executive.


 


6.                                      Protective Covenants.


 


6.1                               Confidential Information; Inventions.


 


(a)                                 The Executive
shall not disclose or use at any time, either during the Period of Employment
or thereafter, any Confidential Information (as defined below) of which the
Executive is or becomes aware, whether or not such information is developed by
him, except to the extent that such disclosure or use is directly related to
and required by the Executive’s performance in good faith of duties for the
Company. The Executive will take all appropriate steps to safeguard
Confidential Information in his possession and to protect it against disclosure,
misuse, espionage, loss and theft. The Executive shall deliver to the Company
at the termination of the Period of Employment, or at any time the Company may
request, all memoranda, notes, plans, records, reports, computer tapes and
software and other documents and data (and copies thereof) relating to the
Confidential Information or the Work Product (as hereinafter defined) of the
business of the Company or any of its Affiliates which the Executive may then
possess or have under his control. Notwithstanding the foregoing, the Executive
may truthfully respond to a lawful and valid subpoena or other legal process,
but shall give the Company the earliest possible notice thereof, shall, as much
in advance of the return date as possible, make available to the Company and
its counsel the documents and other information sought, and shall assist the
Company and such counsel in resisting or otherwise responding to such process.


 


(b)                                As used in this
Agreement, the term “Confidential Information” means information that is
not generally known to the public and that is used, developed or obtained by
the Company in connection with its business, including, but not limited to,
information, observations and data obtained by the Executive while employed by
the Company or any predecessors thereof (including those obtained prior to the
Effective Date) concerning (i) the business or affairs of the Company (or
such predecessors), (ii)


 


10

















 


products or services, (iii) fees, costs, compensation and pricing
structures, (iv) designs, (v) analyses, (vi) drawings,
photographs and reports, (vii) computer software, including operating
systems, applications and program listings, (viii) flow charts, manuals
and documentation, (ix) data bases, (x) accounting and business
methods, (xi) inventions, devices, new developments, methods and processes,
whether patentable or unpatentable and whether or not reduced to practice,
(xii) customers and clients and customer or client lists, (xiii) other copyrightable
works, (xiv) all production methods, processes, technology and trade secrets,
and (xv) all similar and related information in whatever form. Confidential
Information will not include any information that has been published (other
than a disclosure by the Executive in breach of this Agreement) in a form
generally available to the public prior to the date the Executive proposes to
disclose or use such information. Confidential Information will not be deemed
to have been published merely because individual portions of the information
have been separately published, but only if all material features comprising
such information have been published in combination.


 


(c)                                  As used in this
Agreement, the term “Work Product” means all inventions, innovations,
improvements, technical information, systems, software developments, methods,
designs, analyses, drawings, reports, service marks, trademarks, trade names,
logos and all similar or related information (whether patentable or
unpatentable, copyrightable, registerable as a trademark, reduced to writing,
or otherwise) which relates to the Company’s or any of its Affiliates’ actual
or anticipated business, research and development or existing or future
products or services and which are conceived, developed or made by the
Executive (whether or not during usual business hours, whether or not by the
use of the facilities of the Company or any of its Affiliates, and whether or
not alone or in conjunction with any other person) while employed by the
Company (including those conceived, developed or made prior to the Effective
Date) together with all patent applications, letters patent, trademark, trade
name and service mark applications or registrations, copyrights and reissues
thereof that may be granted for or upon any of the foregoing. All Work Product
that the Executive may have discovered, invented or originated during his
employment by the Company or any of its Affiliates prior to the Effective Date,
that he may discover, invent or originate during the Period of Employment or at
any time in the period of twelve (12) months after the Severance Date, shall be
the exclusive property of the Company and its Affiliates, as applicable, and
Executive hereby assigns all of Executive’s right, title and interest in and to
such Work Product to the Company or its applicable Affiliate, including all
intellectual property rights therein. Executive shall promptly disclose all
Work Product to the Company, shall execute at the request of the Company any
assignments or other documents the Company may deem necessary to protect or
perfect its (or any of its Affiliates’, as applicable) rights therein, and
shall assist the Company, at the Company’s expense, in obtaining, defending and
enforcing the Company’s (or any of its Affiliates’, as applicable) rights
therein. The Executive hereby appoints the Company as his attorney-in-fact to
execute on his behalf any assignments or other documents deemed necessary by
the Company to protect or perfect the Company, the Company’s (and any of its
Affiliates’, as applicable) rights to any Work Product.


 


6.2                               Restriction on Competition. The Executive
agrees that if the Executive were to become employed by, or substantially
involved in, the business of a competitor of the Company or any of its
Affiliates during the twenty-four (24) months following the Severance Date, it
would be very difficult for the Executive not to rely on or use the Company’s
and its Affiliates’ trade secrets and confidential information. Thus, to avoid
the inevitable disclosure of the Company’s and its Affiliates’ trade secrets
and confidential information,


 


11














 


and to protect such trade secrets and confidential
information and the Company’s and its Affiliates’ relationships and goodwill
with customers, during the Period of Employment and for a period of twenty-four
(24) months after the Severance Date, the Executive will not directly or
indirectly through any other Person engage in, enter the employ of, render any
services to, have any ownership interest in, nor participate in the financing,
operation, management or control of, any Competing Business; provided, however,
that the restrictions set forth in this Section 6.2 shall not be
applicable if the Executive is no longer employed by reason of the Company’s
providing notice that it desires to not extend, or further extend, as the case
may be, the Period of Employment pursuant to Section 2. For purposes of
this Agreement, the phrase “directly or indirectly through any other Person
engage in” shall include, without limitation, any direct or indirect ownership
or profit participation interest in such enterprise, whether as an owner,
stockholder, member, partner, joint venturer or otherwise, and shall include
any direct or indirect participation in such enterprise as an employee,
consultant, director, officer, licensor of technology or otherwise. For
purposes of this Agreement, “Competing Business” means a Person anywhere
in the continental United States or elsewhere in the world where the Company or
any of its Affiliates engage in business, or reasonably anticipate engaging in
business, on the Severance Date (the “Restricted Area”) that at any time
during the Period of Employment has competed, or at any time during the twelve
(12) month period following the Severance Date competes, with the Company or
any of its Affiliates in any of its or their businesses, including, without
limitation, theatrical exhibition, digital cinema, internet ticketing and
virtual box office for theatrical exhibitions, IMAX or other three dimensional
screened entertainment, pre-show content, cinema or lobby advertising products,
meeting and event services or special in-theater events. Nothing herein shall
prohibit the Executive from (i) being a passive owner of not more than 2%
of the outstanding stock of any class of a corporation that is publicly traded,
so long as the Executive has no active participation in the business of such
corporation, (ii) providing services to a Person otherwise engaged in a
Competing Business, provided the Executive provides no services to any
business operated, managed or controlled by such Person that causes such Person
to constitute a Competing Business, or (iii) providing services to a
Person the business or businesses of which are unrelated to theatrical
exhibition.


 


6.3                               Non-Solicitation of Employees and Consultants. During the Period of Employment and for a period of
twenty-four (24) months after the Severance Date, the Executive will not
directly or indirectly through any other Person (i) induce or attempt to
induce any employee or independent contractor of the Company or any Affiliate
of the Company to leave the employ or service, as applicable, of the Company or
such Affiliate, or in any way interfere with the relationship between the
Company or any such Affiliate, on the one hand, and any employee or independent
contractor thereof, on the other hand, or (ii) hire any person who was an
employee of the Company or any Affiliate of the Company until twelve (12)
months after such individual’s employment relationship with the Company or such
Affiliate has been terminated.


 


6.4                               Non-Solicitation of Customers. During the
Period of Employment and for a period of twenty-four (24) months after the
Severance Date, the Executive will not directly or indirectly through any other
Person influence or attempt to influence customers, vendors, suppliers,
licensors, lessors, joint venturers, associates, consultants, agents, or
partners of the Company or any Affiliate of the Company to divert their
business away from the Company or such Affiliate, and the Executive will not
otherwise interfere with, disrupt or attempt to disrupt the business
relationships, contractual or otherwise, between the Company or any Affiliate
of the Company, on the one hand, and any of its or their


 


12

















 


customers, suppliers, vendors, lessors, licensors,
joint venturers, associates, officers, employees, consultants, managers,
partners, members or investors, on the other hand.


 


6.5                               Nondisparagement. The Executive
acknowledges and agrees that he will not defame, disparage or publicly
criticize, directly or through another Person, the services, business or
reputation of the Company or any of its officers, directors, partners,
employees, Affiliates or agents in either a professional or personal manner
either during his employment with the Company or thereafter.


 


6.6                               Understanding of Covenants. The Executive
acknowledges that, in the course of his employment with the Company and/or its
Affiliates and their predecessors, he has become familiar, or will become
familiar, with the Company’s and its Affiliates’ and their predecessors’ trade
secrets and with other confidential and proprietary information concerning the
Company, its Affiliates and their respective predecessors and that his services
have been and will be of special, unique and extraordinary value to the Company
and its Affiliates. The Executive agrees that the foregoing covenants set forth
in this Section 6 (together, the “Restrictive Covenants”)
are reasonable and necessary to protect the Company’s and its Affiliates’ trade
secrets and other confidential and proprietary information, good will, stable
workforce, and customer relations.


 


Without limiting the generality of the Executive’s
agreement in the preceding paragraph, the Executive (i) represents that he
is familiar with and has carefully considered the Restrictive Covenants, (ii) represents
that he is fully aware of his obligations hereunder, (iii) agrees to the
reasonableness of the length of time, scope and geographic coverage, as
applicable, of the Restrictive Covenants, (iv) agrees that the Company and
its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees
that the Restrictive Covenants will continue in effect for the applicable
periods set forth above in this Section 6 regardless of whether the
Executive is then entitled to receive severance pay or benefits from the
Company. The Executive understands that the Restrictive Covenants may limit his
ability to earn a livelihood in a business similar to the business of the
Company and any of its Affiliates, but he nevertheless believes that he has
received and will receive sufficient consideration and other benefits as an
employee of the Company and as otherwise provided hereunder or as described in
the recitals hereto to clearly justify such restrictions which, in any event (given
his education, skills and ability), the Executive does not believe would
prevent him from otherwise earning a living. The Executive agrees that the
Restrictive Covenants do not confer a benefit upon the Company disproportionate
to the detriment of the Executive.


 


6.7                               Enforcement. The Executive
agrees that the Executive’s services are unique and that he has access to
Confidential Information and Work Product. Accordingly, without limiting the
generality of Section 17, the Executive agrees that a breach by the
Executive of any of the covenants in this Section 6 would cause
immediate and irreparable harm to the Company that would be difficult or
impossible to measure, and that damages to the Company for any such injury
would therefore be an inadequate remedy for any such breach. Therefore, the
Executive agrees that in the event of any breach or threatened breach of any
provision of this Section 6 or any similar provision, the Company
shall be entitled, in addition to and without limitation upon all other remedies
the Company may have under this Agreement, at law or otherwise, to obtain
specific performance, injunctive relief and/or other appropriate relief
(without posting any bond or deposit) in order to enforce or prevent any
violations of the provisions of this Section 6 or any similar
provision, as the case may be, or require the Executive to account for and pay


 


13

















 


over to the Company all compensation, profits, moneys, accruals,
increments or other benefits derived from or received as a result of any
transactions constituting a breach of this Section 6 or any similar
provision, as the case may be, if and when final judgment of a court of
competent jurisdiction or arbitrator is so entered against the Executive. The
Executive further agrees that the applicable period of time any Restrictive
Covenant is in effect following the Severance Date, as determined pursuant to
the foregoing provisions of this Section 6, such period of time
shall be extended by the same amount of time that Executive is in breach of any
Restrictive Covenant.


 


6.8                               The Executive
agrees to execute any additional documentation as may reasonably be requested
by the Company in furtherance of the enforcement of any Restrictive Covenant.


 


7.                                      Withholding Taxes. Notwithstanding
anything else herein to the contrary, the Company may withhold (or cause there
to be withheld, as the case may be) from any amounts otherwise due or payable
under or pursuant to this Agreement such federal, state and local income,
employment, or other taxes as may be required to be withheld pursuant to any
applicable law or regulation.


 


8.                                      Successors and Assigns.


 


8.1                               This Agreement
is personal to the Executive and without the prior written consent of the
Company shall not be assignable by the Executive otherwise than by will or the
laws of descent and distribution. This Agreement shall inure to the benefit of
and be enforceable by the Executive’s legal representatives.


 


8.2                               This Agreement
shall inure to the benefit of and be binding upon the Company and its
successors and assigns. As used in this Agreement, “Company” shall mean the
Company as hereinbefore defined and any assignee or successor to all or
substantially all of the Company’s assets, as applicable, which assumes this
Agreement by operation of law or otherwise.


 


9.                                      Number and Gender; Examples. Where the
context requires, the singular shall include the plural, the plural shall
include the singular, and any gender shall include all other genders. Where
specific language is used to clarify by example a general statement contained
herein, such specific language shall not be deemed to modify, limit or restrict
in any manner the construction of the general statement to which it relates.


 


10.                               Section Headings. The section
headings of, and titles of paragraphs and subparagraphs contained in, this
Agreement are for the purpose of convenience only, and they neither form a part
of this Agreement nor are they to be used in the construction or interpretation
thereof.


 


11.                               Governing Law; Arbitration; Waiver of Jury Trial.


 


11.1                        THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION
OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD
CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE
APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF
DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION


 


14

















 


OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR
CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD
ORDINARILY APPLY.


 


11.2                        Except for the
limited purpose provided in Section 16, 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 arbitrator shall be final and binding
upon the parties. The parties hereto agree that (i) one arbitrator shall
be selected pursuant to the rules and procedures of the American Arbitration
Association, (ii) the arbitrator shall have the power to award injunctive
relief or to direct specific performance, (iii) each of the parties,
unless otherwise required by applicable law, shall bear its own attorneys’
fees, costs and expenses and an equal share of the arbitrator’s and
administrative fees of arbitration, and (iv) the arbitrator shall award to
the prevailing party a sum equal to that party’s share of the arbitrator’s and
administrative fees of arbitration. Nothing in this Section 11
shall be construed as providing the Executive a cause of action, remedy or
procedure that the Executive would not otherwise have under this Agreement or
the law.


 


11.3                        EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT.


 


12.                               Severability. It is the
desire and intent of the parties hereto that the provisions of this Agreement
be enforced to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Accordingly, if
any particular provision of this Agreement shall be adjudicated by an
arbitrator or court of competent jurisdiction to be invalid, prohibited or
unenforceable under any present or future law, and if the rights and
obligations of any party under this Agreement will not be materially and
adversely affected thereby, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other
jurisdiction, and to this end the provisions of this Agreement are declared to
be severable; furthermore, in lieu of such invalid or unenforceable provision
there will be added automatically as a part of this Agreement, a legal, valid
and enforceable provision as similar in terms to such invalid or unenforceable
provision as may be possible. Notwithstanding the foregoing, if such provision
could be more narrowly drawn (as to geographic scope, period of duration or
otherwise) so as not to be invalid, prohibited or unenforceable in such
jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.


 


13.                               Entire Agreement. This Agreement
embodies the entire agreement of the parties hereto respecting the matters
within its scope. This Agreement supersedes all prior and contemporaneous
agreements of the parties hereto that directly or indirectly bears upon the
subject matter hereof, including, without limitation, the term sheet prepared
in connection herewith. Any prior negotiations, correspondence, agreements,
proposals or understandings relating to the subject matter hereof shall be
deemed to have been merged into this Agreement, and to the extent inconsistent
herewith, such negotiations, correspondence, agreements, proposals, or
understandings shall be deemed to be of no force or effect. There are no
representations, warranties, or agreements, whether express or implied, or oral
or written, with respect to the subject matter hereof, except as expressly set
forth herein. Notwithstanding the foregoing integration provisions, the
Executive acknowledges having received and read the


 


15

















 


Company’s Code of Ethics and agrees to conduct himself in accordance
therewith as in effect from time to time.


 


14.                               Modifications. This Agreement
may not be amended, modified or changed (in whole or in part), except by a
formal, definitive written agreement expressly referring to this Agreement,
which agreement is executed by both of the parties hereto.


 


15.                               Waiver. Neither the failure nor any
delay on the part of a party to exercise any right, remedy, power or privilege
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.


 


16.                               Remedies. Each of the
parties to this Agreement and any such person or entity granted rights
hereunder whether or not such person or entity is a signatory hereto shall be
entitled to enforce its rights under this Agreement specifically to recover
damages and costs for any breach of any provision of this Agreement and to
exercise all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that each party may in its sole discretion
apply to any court of law or equity of competent jurisdiction for specific
performance, injunctive relief and/or other appropriate equitable relief
(without posting any bond or deposit) in order to enforce or prevent any
violations of the provisions of this Agreement. Each party shall be responsible
for paying its own attorneys’ fees, costs and other expenses pertaining to any
such legal proceeding and enforcement regardless of whether an award or finding
or any judgment or verdict thereon is entered against either party.


 


17.                               Notices. Any notice
provided for in this Agreement must be in writing and must be either personally
delivered, transmitted via telecopier, mailed by first class mail (postage
prepaid and return receipt requested) or sent by reputable overnight courier
service (charges prepaid) to the recipient at the address below indicated or at
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party. Notices will
be deemed to have been given hereunder and received when delivered personally,
when received if transmitted via telecopier, five days after deposit in the
U.S. mail and one day after deposit on a weekday with a reputable overnight
courier service.


 


if to the Company:


 


AMC Entertainment Inc.


920 Main Street


Kansas City, MO 64105


Facsimile: (816) 480-4700


Attn:     Board of Directors


 


with a copy to:


 


O’Melveny & Myers LLP


Times Square Tower


7 Times Square


New York, NY 10019


 


16

















 


Facsimile: (212) 326-2061


Attn:                    Ilan S. Nissan, Esq.


Christian C. Nugent, Esq.


 


if to the Executive, to the address most recently on file in the
payroll records of the Company


 


with a copy to:


 


David F. Crutcher, Esq.


4040 Civic Center Drive, Suite 200


San Rafael, CA 94903


 


18.                              Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original as against any party whose signature appears thereon, and all of which
together shall constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories. Photographic copies of such signed counterparts may be used in
lieu of the originals for any purpose.


 


19.                              Legal Counsel; Mutual Drafting. Each party
recognizes that this is a legally binding contract and acknowledges and agrees
that they have had the opportunity to consult with legal counsel of their
choice. Each party has cooperated in the drafting, negotiation and preparation
of this Agreement. Hence, in any construction to be made of this Agreement, the
same shall not be construed against either party on the basis of that party
being the drafter of such language. The Executive agrees and acknowledges that
he has read and understands this Agreement, is entering into it freely and
voluntarily, and has been advised to seek counsel prior to entering into this
Agreement and has had ample opportunity to do so.


 


[The
remainder of this page has intentionally been left blank.]


 


17

















 


IN WITNESS WHEREOF, the Company and the
Executive have executed this Agreement as of April 7, 2009.


 


	
   

  	
  “COMPANY”

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC Entertainment Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerardo I. Lopez

  
	
   

  	
  Name: Gerardo I. Lopez

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  “EXECUTIVE”

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Robert Lenihan

  
	
   

  	
  Robert Lenihan

  



 

















 


Exhibit A


 


FORM OF RELEASE(1)


 


1.                                        Release by
Executive. Robert Lenihan (the “Executive”), on his
own behalf, on behalf of any entities he controls and on behalf of his descendants,
dependents, heirs, executors, administrators, assigns and successors, and each
of them, hereby acknowledges full and complete satisfaction of and releases and
discharges and covenants not to sue AMC ENTERTAINMENT HOLDINGS, INC. (“Holdings”),
MARQUEE HOLDINGS INC., a Delaware corporation (“Marquee”), AMC
ENTERTAINMENT INC., a Delaware corporation (“AMCE,” and collectively
with Holdings and Marquee, the “Company”), its and their divisions,
subsidiaries, parents, or affiliated corporations, and each of its and their
employees, officers and directors, past and present, and each of them, as well
as its and their assignees and successors (individually and collectively, “Company
Releasees”), from and with respect to any and all claims, agreements,
obligations, demands and causes of action, known or unknown, suspected or
unsuspected, arising out of or in any way connected, in whole or in part, with
the Executive’s employment, the termination thereof, or any other relationship
with or interest in the Company, including without limiting the generality of
the foregoing, any claim for severance pay, profit sharing, bonus or similar
benefit, pension, retirement, life insurance, health or medical insurance or
any other fringe benefit, or disability, or any other claims, agreements,
obligations, demands and causes of action, known or unknown, suspected or
unsuspected, resulting from or arising out of, in whole or in part, any act or
omission by or on the part of Company Releasees committed or omitted prior to
the date of this release agreement (this “Agreement”), including,
without limiting the generality of the foregoing, any claim under Title VII of
the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family
and Medical Leave Act, or any other federal, state or local law, regulation or
ordinance; provided, however, that the foregoing release does not
apply to any obligation of the Company to the Executive pursuant to the
benefits due to the Executive in connection with the execution and delivery of
this Release Agreement pursuant to his employment agreement with AMCE dated as
of April 7, 2009 by and between the Company and the Executive. In
addition, this release does not cover any claim that cannot be released as a
matter of applicable law.


 


2.                                        Waiver of Civil
Code Section 1542. This Agreement is intended to be effective as
a general release of and bar to each and every claim, agreement, obligation,
demand and cause of action hereinabove specified (collectively, the “Claims”).
Accordingly, the Executive hereby expressly waives any rights and benefits
conferred by Section 1542 of the California Civil Code as to the Claims. Section 1542
of the California Civil Code provides:


 


“A GENERAL RELEASE DOES NOT EXTEND TO A CLAIM WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.”


 


The
Executive acknowledges that he later may discover claims, demands, causes of action
or facts in addition to or different from those which the Executive now knows
or believes to exist with respect to the subject matter of this Agreement and
which, if known or suspected at the time of executing this Agreement, may have
materially affected its terms. Nevertheless, the Executive hereby waives, as to
the Claims, any claims, demands, and causes of action that might arise as a
result of such different or additional claims, demands, causes of action or
facts.


 






(1) Subject to revision to the extent advisable based on changes in law
or legal interpretation.


 

















 


4.                                        ADEA Waiver. The Executive
expressly acknowledges and agrees that by entering into this Agreement, he is
waiving any and all rights or claims that he may have arising under the Age
Discrimination in Employment Act of 1967, as amended, which have arisen on or
before the date of execution of this Agreement. The Executive further expressly
acknowledges and agrees that:


 


(a)          In return for this
Agreement, he will receive consideration beyond that to which he would have
been entitled had he not entered into this Agreement;


 


(b)         He is hereby advised in
writing by this Agreement to consult with an attorney before signing this
Agreement;


 


(c)          He was given a copy of this
Agreement on [               ,
20    ] and informed that he had twenty-one (21) days
within which to consider the Agreement; and


 


(d)         He was informed that he has
seven (7) days following the date of execution of the Agreement in which
to revoke the Agreement.


 


5.                                        No Transferred
Claims. The Executive represents and warrants to the Company that he has not
heretofore assigned or transferred to any person other than the Company any
released matter or any part or portion thereof.(2)


 


[Continued on the next page.]


 






(2)
Company reserves the right to request a separate release from the Executive’s
spouse at the time of execution.


 


2

















 


The undersigned has read and
understand the consequences of this Agreement and voluntarily sign it. The
undersigned declares under penalty of perjury under the laws of the State of
[Delaware] that the foregoing is true and correct.


 


EXECUTED this               day
of              20    ,
at
                              
County, [State].


[State].


 


	
   

  	
  “Executive”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Robert
  Lenihan

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged
  and agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
  AMC
  ENTERTAINMENT HOLDINGS, INC.,

  on behalf of itself and its divisions, subsidiaries, parents, and affiliated
  companies, past and present, and each of them

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3

















 


Annex A


 


No Breach of Contract


 


As of April 7, 2009, Executive is employed by Village Roadshow
Gold Class Cinemas LLC (“VRGCC”). Executive’s employment
obligations to VRGCC are memorialized in an employment agreement that was
effective as of June 1, 2008 (the “VRGCC Agreement”). Sections 4
and 6(h) of Exhibit A to the VRGCC Agreement provides generally that
until May 31, 2011 Executive may not become employed by any employer other
than a VRGCC affiliate, and specifically may not engage in the exhibition
business for any other employer. The Company has been provided the text of
those sections, and hereby acknowledges receipt thereof.


 


Upon advice of counsel, Executive is of the view that Sections 4 and 6(h) of
Exhibit A of the VRGCC Agreement are void as a matter of California law
(the applicable law for the VRGCC Agreement) to the extent it would otherwise
operate to prevent Executive from accepting employment with the Company.
Specifically California Business and Professions Code Section 16600 states that
‘every contract by which anyone is restrained from engaging in a lawful
profession, trade or business of any kind is to that extent void.’


 


Therefore, Executive represents and warrants as to the matters set forth
in clauses (i) and (iii) of Section 1.4 of this Agreement.