National CineMedia, Inc. 2012 Performance Bonus Plan



 Exhibit 10.1 
 National CineMedia, Inc. (“NCM”) 
 2012 Performance Bonus Plan (the
“Plan”) 
 Objective: 
 The purpose of the 2012 NCM Performance Bonus Plan is to create a financial incentive for executives of NCM to: meet or exceed certain key internal financial performance metric targets (Budgets) of NCM,
including annual adjusted OIBDA(1) and advertising sales
budgets(2). 

Program Structure: 

Eligibility 

All NCM employees who are employed by NCM during 2012 and, generally, as of the date of the annual Performance Bonus payment, will be
eligible to participate in the Plan (“Eligible Employee”). For purposes of clarity, no employee will be eligible for a Performance Bonus if they are not employed by NCM on the date the Performance Bonus payments are made unless otherwise
approved by NCM’s Compensation Committee. The annual Performance Bonus payment, if any, will be made as soon as practical after the annual audit is completed by NCM’s external auditors. Notwithstanding the foregoing, payment of the
Performance Bonus (as defined below) to those Eligible Employees who are subject to the limitations of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) will only be made upon certification by NCM’s
Compensation Committee in writing that the performance goals and any other material terms of the Performance Bonus were in fact satisfied. Notwithstanding the foregoing, in order to comply with the short-term deferral exception under
Section 409A of the Code, if the NCM Compensation Committee waives the requirement that an Eligible Employee must be employed on the date of payment of the Performance Bonus, the payment shall occur no later than the 15th day of the third month following the later of: (i) the end of
NCM’s taxable year in which such requirement is waived or (ii) the end of the calendar year in which such requirement is waived. 

Section 409A 
 (a)Delay in
Payment. Notwithstanding anything contained in this Plan or a Performance Bonus award to the contrary, if the Eligible Employee is deemed by NCM at the time of the Eligible Employee’s “separation from service” with NCM and its
related entities to be 
  

	(1)	Operating Income before Depreciation and Amortization, as adjusted for the add back of our non-cash share-based compensation costs and for actual results, the add back
of any make-good liability balance at fiscal year-end, and for other unusual or non-recurring items at the discretion of NCM’s Compensation Committee. 


	(2)	As adjusted for the exclusion of certain advertising revenues generated through provision in the ESAs relating to beverage concessionaire agreement and the exclusion of
additional advertising revenues generated through agreements with the founding members and revenues generated through barter arrangements, and for actual results, the add back of any make-good liability balance at fiscal year-end.



  
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a “specified employee,” any “nonqualified deferred compensation” to which the Eligible Employee is entitled under the Plan in connection with his or her separation from
service after taking into account all applicable exceptions from Section 409A, shall not be paid until the date that is the first business day following the six month period after the Eligible Employee’s separation from service (or if
earlier, his or her death). Such delay in payment shall only be affected with respect to each separate payment to the extent required to avoid adverse tax treatment to the Eligible Employee under Section 409A of the Code. Any Performance Bonus
award which would have otherwise been paid during the delay period in the absence of this provision shall be paid to the Eligible Employee (or his or her beneficiary or estate) in a lump sum payment on the first business day following the expiration
of the delay period. 
 (b)Key Definitions. For purposes of this Plan, the terms “separation from service,” “specified
employee” and “nonqualified deferred compensation” shall have the meanings ascribed to the terms pursuant to Section 409A and other applicable guidance. 
 (c)Amendments. Notwithstanding anything in the Plan to the contrary, this Plan and Performance Bonus awards granted under this Plan are intended to be eligible for certain regulatory exceptions to
the limitations of, or to comply with, the requirements of Section 409A of the Code. NCM, in the exercise of its sole discretion and without the consent of the Eligible Employee, may amend or modify the terms of an award in any manner and delay
the payment of any amounts payable pursuant to an award to the minimum extent necessary to reasonably comply with the requirements of Section 409A of the Code, provided that NCM shall not be required to assume any increased economic burden. No
action taken by NCM with respect to the requirements of Section 409A of the Code shall be deemed to adversely affect an Eligible Employee’s rights with respect to a Performance Bonus award or to require the consent of such Eligible
Employee. NCM reserves the right to make additional changes to the Plan and Performance Bonus awards from time to time to the extent it deems necessary with respect to Section 409A of the Code. 

Performance Bonus Calculation 

Each Eligible Employee will have a Performance Bonus Potential based on a specified percentage of their annual base compensation at the end of the
year for which a Performance Bonus is being paid. In the case of an Eligible Employee hired during the fiscal year, the amount of any bonus award will be prorated for the length of time the Eligible Employee is employed during the fiscal year. As
set forth below, this Performance Bonus Potential will vary depending on the Eligible Employee’s title, business unit and level of responsibility. The financial performance criteria for a potential performance bonus award is generally based
upon NCM OIBDA, as adjusted, or NCM advertising sales as adjusted performance versus budget. After the amount of the Performance Bonus for each Eligible Employee has been determined by the Compensation Committee based upon the measures set
forth below, the NCM Compensation Committee may, in its sole discretion, and based upon such subjective criteria as it may determine with respect to each Eligible Employee, reduce the amount of the preliminary Performance Bonus amount by up to 25%
of the amount calculated in accordance with the objective financial criteria set forth  

  
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below. The amount of reduction in any Eligible Employee’s Performance Bonus in accordance with the discretion of the NCM Compensation Committee shall not affect the amount of
Performance Bonus payable to any other Eligible Employee under the Plan. The Performance Bonus targets and measurements for Eligible Employees subject to the requirements of Section 162(m) of the Code shall be established by the NCM
Compensation Committee no later than the ninetieth day of fiscal 2012. 
 In the event of a corporate transaction (such as an acquisition,
disposition, merger, etc.) during 2012, the Compensation Committee may establish a separate bonus plan to reflect the impact of such corporate transaction on the calculation of the Performance Bonus but the establishment of such a separate plan
shall not affect the computation of the amount of Performance Bonus payable under this Plan. 
 In cases where the calculation of the
Performance Bonus is based upon a range of financial performance, the amount of Performance Bonus shall be the same percentage of the range of base salary bonus as the financial performance target represents of the range of financial measures. For
example, if the actual financial performance for 2012 represents financial performance half way between the two ranges of financial performance, the Performance Bonus amount will be the midpoint between the two percentages of base salary represented
by the financial performance metric. 
 Stretch Bonus 
 In addition to the Performance Bonus discussed above, all Eligible Employees will be eligible for a “Stretch Bonus”. The Stretch Bonus will be considered by the Compensation Committee if NCM
exceeds its OIBDA Budget as adjusted and it will be incremental to the Performance Bonus discussed above. The amount of Stretch Bonus will be equal to the following: (i) the Eligible Employee’s Performance Bonus paid, times (ii) 50%,
times (iii) the percentage that actual OIBDA as adjusted is in excess of OIBDA Budget as adjusted (capped at 10%) divided by 10% as follows: For example if the Bonus Potential was $100,000, OIBDA Budget as adjusted was $150 million, actual
results were $155 million, the Stretch Bonus would be approximately $16,500, calculated as follows: ((155-150)/150)/10% X 50% X $100,000). Payment of the Stretch Bonus to Eligible Employees who are subject to the limitations of Section 162(m)
of the Code shall be subject to the same Compensation Committee certification described above. 
 Notwithstanding the foregoing, the maximum
amount of Performance Bonus plus Stretch Bonus that may be paid to an Eligible Employee subject to the limitations of Section 162(m) of the Code shall not exceed 250% of each such Eligible Employee’s Base Salary as in effect on
January 11, 2012. 
 Payment of the Performance Bonus to Eligible Employees subject to the limitations of Section 162(m) of the Code
shall be made only after the material terms of this Plan (as defined in Treasury Regulations under Section 162(m) of the Code) have been disclosed to and subsequently approved by the shareholders of NCM. 

  
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 Following is a summary for each Eligible Employee’s Performance Bonus Potential % and Financial Goals:

  

																					
	 	  	President
and Chief
Executive
Officer
and
Chairman	 	 	President
of Sales	 	 	Executive
Vice
President
and Chief
Financial
Officer	 	 	Executive
Vice
President
and
General
Counsel	 	 	Executive
Vice
President
and Chief
Operations
Officer	 
	 Performance Bonus Potential
	  	 	100	% 	 	 	100	% 	 	 	75	% 	 	 	75	% 	 	 	75	% 
	 Performance Bonus Measures:
	  				 				 				 				 			
	 Adjusted OIBDA (1)
	  	 	100	% 	 				 	 	100	% 	 	 	100	% 	 	 	75	% 
	 Adjusted advertising revenue (2)
	  				 	 	100	% 	 				 				 			
	 Technology and Operations operating and capital expenditures budgets (3)
	  				 				 				 				 	 	25	% 

  

	(1)	The performance bonus potential is based on the percentage of Adjusted OIBDA target achieved as follows: 


 

			
	 Percentage of Adjusted OIBDA Target Achieved
	  	% of Base
Salary
	 Performance Bonus
	  	
	 Less than or equal to 80%
	  	0%
	 Greater than 80% to 100%
	  	>0% to 100%

  

	(2)	The performance bonus potential is based on the percentage of advertising revenue target achieved as follows: 


 

					
	 Percentage of Advertising Revenue Target Achieved
	  	% of 
Base
Salary	 
	 Performance Bonus
	  			
	 Less than 80%
	  	 	0%	  
	 Greater than or equal to 80% to 90%
	  	 	50% to 70%	  
	 Greater than 90% to 100%
	  	 	>70% to 100%	  

 Any actual expenditures in excess of the general and administrative, marketing and research expense
budgets on an aggregate basis will be deducted from the actual adjusted advertising revenue for purposes of the comparison to the advertising revenue budgets. 
  

	(3)	No performance bonus will be payable if the actual annual operating expenditures and capital expenditures, including any capitalized overhead, on an aggregate basis
exceeds 100% of budget. 

 The Plan was adopted by the Compensation Committee on January 11, 2012. 

  
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