1.5 Subsidiaries; Person. For purposes of this Agreement, “***Subsidiary***” or“***Subsidiaries***” means, as to any Person, any other Person (i) of which such Person or any otherSubsidiary of such Person is a general partner, (ii) of which such Person, any one or more of itsother Subsidiaries of such Person, or such Person and any one or more of its other Subsidiaries,directly or indirectly owns or controls securities or other equity interests representing more thanfifty percent (50%) of the aggregate voting power, or (iii) of which such Person, any one or moreof its other Subsidiaries of such Person, or such Person and any one or more its otherSubsidiaries, possesses the right to elect more than fifty percent (50%) of the board of directorsor Persons holding similar positions; and “***Person***” means any individual, corporation, partnership,limited liability company, firm, joint venture, association, joint-stock company, trust,unincorporated organization, or other entity or group (as defined in Section 13(d)(3) of theSecurities Exchange Act of 1934, as amended).     2 Term. The term of Executive’s employment under this Agreement (the “***Term***”) shallcommence on the Effective Date (as defined in Section 18) and shall continue for a periodof three (3) years thereafter; provided, however, that at the end of the Term, theTerm shall be extended for an additional one-year period unless either party notifies the otherparty in writing, at least thirty (30) days prior to the end of the Term, of such party’s intentnot to extend the Term.     3 Compensation.          3.1 Base Salary. During the Term, the Company will pay to Executive a base salary atthe rate of $794,516 per year, payable in accordance with the Company’s practices in effect fromtime to time (“***Base Salary***”). Amounts payable shall be reduced by standard withholding and otherauthorized deductions. Such Base Salary shall be reviewed for increase (but not decrease) in thesole discretion of the Board or such individual, group or committee that the Board may select asits delegate not less frequently than annually during the Term. In conducting any such review, theBoard or such delegate shall consider and take into account, among other things, any change inExecutive’s responsibilities, performance of Executive, and compensation of other senior executivesof the other comparable companies and other pertinent factors. Once increased, Executive’s BaseSalary shall not be decreased except upon mutual agreement between the parties, and, as soincreased, shall constitute Base Salary hereunder.          3.2 Bonuses; Incentive, Savings and Retirement Plans; Welfare Benefit Plans.               (a) Executive shall be entitled to participate in all annual and long-term bonuses andincentive, savings and retirement plans generally available to other senior executive employees ofthe Company. Executive and Executive’s family as the case may be, shall be eligible to participatein and receive all benefits under welfare benefit plans, practices, programs and policies providedto other senior executive employees of the Company, including, without limitation, medical,prescription, dental, disability, salary continuance, employee life, group life, accidental deathand travel accident insurance plans and programs. The Company reserves the right to modify,suspend or discontinue any and all of its benefits referred to in this Section 3.2 at anytime without recourse by Executive so long as such action is taken generally with respect to othersenior executives and does not single out Executive.               (b) In addition to his Base Salary, for each fiscal year ending during the Term, Executivewill be entitled to participate in the Cinemark Holdings, Inc. Performance Bonus Plan (the “***AnnualBonus Plan***”), as such Annual Bonus Plan may be amended from time to time, or pursuant to the termsof any successor plan. If the performance targets specified by the Compensation Committee of theBoard are satisfied, Executive will receive an annual incentive cash bonus (the “***Annual Bonus***”)based upon the award opportunity parameters and performance targets established by the CompensationCommittee of the Board pursuant to the terms of the Annual Bonus Plan. The amount of the AnnualBonus award opportunity and the performance targets that must be satisfied to receive such AnnualBonus award will be established by the Compensation Committee, in its sole discretion, each fiscalyear pursuant to the terms of the Annual Bonus Plan. All such Annual Bonus award payments will bepayable as specified pursuant to the terms of the Annual Bonus Plan and will be reduced by standardwithholding and other authorized deductions.          3.3 Fringe Benefits. Executive shall be entitled to receive fringe benefitsconsistent with Executive’s duties and position, and in accordance with the benefits provided toother senior executive employees of
 

 
the Company. The Company reserves the right to modify, suspend or discontinue any and all ofits fringe benefits referred to in this Section 3.3 at any time without recourse byExecutive so long as such action is taken generally with respect to other senior executives anddoes not single out Executive.          3.4 Travel and Expenses. Executive shall be entitled to reimbursement for expensesincurred in the furtherance of the business of the Company in accordance with the Company’spractices and procedures, as they may exist from time to time. Executive may, in his discretion,elect to purchase, and be reimbursed for, business class tickets on any international flights whichscheduled flight time exceeds five hours. Executive shall keep complete and accurate records ofall expenditures such that Executive may substantiate and fully account for such expenses accordingto the Company’s practices and procedures.          3.5 Vacation. Executive shall be entitled to paid vacations and other absences fromwork that are reasonably consistent with the performance of Executive’s duties as provided in thisAgreement; provided, however, that Executive will be provided a minimum of eight (8) weeks of paidvacation in each calendar year of the Company. Such vacations and absences shall be not less thanthose generally provided to other senior executive employees.          3.6 Country Club Entertainment Benefit. The Company shall, if Executive so requests,provide Executive with a country club membership at a country club selected by Executive, reimburseExecutive for all membership costs and dues related thereto, and reimburse Executive for allcharges for goods and services incurred that relate to the Company’s business. Executive shallkeep complete and accurate records of all expenditures such that Executive may substantiate andfully account for such expenses according to the Company’s practices and procedures.          3.7 Automobile Allowance. The Company shall provide Executive with a company car,which car shall be a full size current model luxury automobile or other car selected by Executive.          3.8 Life Insurance. The Company shall pay the premiums on, and maintain, in effectthroughout the Term, a whole life insurance policy on the life of Executive in an amount of notless than Five Million Dollars ($5,000,000.00). Executive shall have the right to designate thebeneficiary under such policy.          3.9 Disability Insurance. The Company shall pay the premiums on, and maintain ineffect throughout the Term, long-term disability insurance providing for payment of benefits atrates not less than sixty-six percent (66%) of Executive’s Base Salary.          3.10 Board Service. So long as Executive serves as a director on the Board inaccordance with the terms of the Stockholders Agreement, dated as of the date hereof, Executiveagrees to serve as the Chairman of the Board, provided he is indemnified for serving in suchcapacity as set forth in the Indemnification Agreement, which indemnity shall survive thetermination of the Indemnification Agreement and of this Agreement. The Company will provideappropriate directors’ and officers’ insurance naming Executive as a named insured with limits ofno less than that provided to other directors and officers of the Company.          3.11 Payment of Compensation and Benefits. Executive acknowledges and agrees that allpayments required to be paid to Executive and benefits to be provided to Executive may be paid orprovided by the Company or its successor or any Subsidiary of the Company or its successor.     4 Confidential Information; Non-Competition; Non-Solicitation.          4.1 General. Executive acknowledges that during his employment and as a result of hisrelationship with the Company and its affiliates, Executive has obtained and will obtain knowledgeof, and has been given and will be given access to, information, including, but not limited to,information regarding the business, operations, services, proposed services, business processes,advertising, marketing and promotional plans and materials, price lists, pricing policies, ticketsales, film licensing, purchasing, real estate acquisition and leasing, other financial informationand other trade secrets, confidential information and proprietary material of the Company and itsaffiliates or designated as being confidential by the Company or its affiliates which are not
 

 
generally known to non-Company personnel, including information and material originated,discovered or developed in whole or in part by Executive (collectively referred to herein as“***Confidential Information***”). The term “Confidential Information” does not include any informationwhich (i) at the time of disclosure is generally available to the public (other than as a result ofa disclosure by Executive in breach of this Agreement), or (ii) was available to Executive on anon-confidential basis from a source (other than the Company or its Affiliates or theirrepresentatives) that is not and was not prohibited from disclosing such information to Executiveby a contractual, legal or fiduciary obligation. Executive agrees that during the Term and, to thefullest extent permitted by law, thereafter, Executive shall, in a fiduciary capacity for thebenefit of the Company and its affiliates, hold all Confidential Information strictly in confidenceand will not directly or indirectly reveal, report, disclose, publish or transfer any of suchConfidential Information to any Person, or utilize any of the Confidential Information for anypurpose, except in furtherance of Executive’s employment under this Agreement and except to theextent that Executive may be required by law to disclose any Confidential Information. Executiveacknowledges that the Company and its affiliates are providing Executive additional ConfidentialInformation that Executive was not given prior to execution of this Agreement, as furtherconsideration to Executive for executing this Agreement, including the promises and covenants madeby Executive in this Section 4.          4.2 Non-Competition. In further consideration of the compensation to be paid toExecutive hereunder, Executive acknowledges that during the course of his employment with theCompany and its Subsidiaries, he has, and will, become familiar with the trade secrets of theCompany and its Subsidiaries and with other Confidential Information concerning the Company and itsSubsidiaries and that his services have been and shall continue to be of special, unique andextraordinary value to the Company and its Subsidiaries. Therefore, subject to Section5.4(c), Executive agrees that, during Executive’s employment hereunder and for one year afterthe date of termination of Executive’s employment (the “***Non-compete Period***”), he shall not directlyor indirectly own any interest in, manage, control, participate in, consult with, render servicesfor, be employed in an executive, managerial or administrative capacity by, or in any manner engagein, any Competing Business. For purposes of this Agreement, “***Competing Business***” means anybusiness (including, to the extent applicable, any Permitted Activity) that owns, operates ormanages any movie theatre within a 25-mile radius (if such theatre is outside of a Major DMA) or a10-mile radius (if such theatre is within a Major DMA) of any theatre (i) being operated by theCompany or any of its Subsidiaries during Executive’s employment hereunder (but excluding anytheatres which the Company and its Subsidiaries have ceased to operate as of the date of thetermination of Executive’s employment hereunder), or (ii) under consideration by the Company or anyof its Subsidiaries for opening as of the date of termination of Executive’s employment; “***MajorDMA***” means a Designated Market Area in the United States with a number of households in excess of700,000; “***Designated Market Area***” means each of those certain geographic market areas in the UnitedStates designated as such by Nielsen Media Research, Inc. (“***Nielsen***”), as modified from time totime by Nielsen, whereby Nielsen divides the United States into non-overlapping geography forplanning, buying and evaluating television audiences across various markets and whereby a county inthe United States is exclusively assigned, on the basis of the television viewing habits of thepeople residing in the county, to one and only one Designated Market Area; and all theatresoperated by the Company and its Subsidiaries in the Western Hemisphere (other than the UnitedStates) shall be treated as being outside a Major DMA. Nothing herein shall prohibit Executivefrom being a passive owner of not more than five percent (5%) of the outstanding stock of any classof a corporation which is publicly traded, so long as Executive has no active participation in thebusiness of such corporation. Notwithstanding the foregoing, Executive’s obligations under thisSection 4.2 shall terminate and become null and void upon the consummation of a Sale of theCompany to any Person that directly or indirectly owns, operates or manages theatres with anaggregate of more than 50 movie screens, each of which movie screens is used for the primarypurpose of exhibiting commercially distributed full-length motion pictures. For purposes hereof,“***Sale of the Company***” means the sale of the Company to a Person or Persons pursuant to which suchPerson or Persons directly or indirectly acquire (i) capital stock of the Company possessing thevoting power under normal circumstances to elect a majority of the Company’s board of directors orentitling such Person to exercise more than fifty percent (50%) of the total voting power of theshares of capital stock of the Company or the surviving entity entitled to vote (whether bymerger,consolidation or sale or transfer of the Company’s capital stock) or (ii) all or substantially allof the Company’s assets determined on a consolidated basis.          4.3 Non-Solicitation. During the Term and for three (3) years thereafter (the“***Non-solicitation Period***”), Executive shall not directly or indirectly through another Person (i)induce or attempt to induce any managerial or executive-level employee of the Company or anySubsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with therelationship between the Company or any Subsidiary
 

 
and any employee thereof, (ii) without the Company’s prior written consent, hire any personwho was a managerial or executive level employee of the Company or any Subsidiary at any timeduring the Term or (iii) induce or attempt to induce any customer, supplier, landlord, developer,licensee, licensor, franchisee or other business relation of the Company or any Subsidiary to ceasedoing business with the Company or such Subsidiary, or in any way interfere with the relationshipbetween any such customer, supplier, licensee or business relation and the Company or anySubsidiary or (iv) make any negative, derogatory or disparaging statements or communicationsregarding the Company or any of its Subsidiaries or any of their officers, directors or affiliates.Notwithstanding the foregoing, after Executive’s employment is terminated for any reason,Executive may hire members of his family (which members shall be limited to his spouse,descendants, spouses of his descendants and siblings of his spouse) who are employed by the Companyor any of its Subsidiaries or any former employee of the Company or any of its Subsidiaries whowere involuntarily terminated by the Company or any of its Subsidiaries.          4.4 Proprietary Interest. All inventions, designs, improvements, patents, copyrightsand discoveries conceived by Executive during Executive’s employment by the Company or itsaffiliates whether prior to or after the Effective Date (as defined in Section 18hereof)(other than with respect to any Permitted Project) that are useful in or directly orindirectly related to the business of the Company and its affiliates or to any experimental workcarried on by the Company or its affiliates, shall be the property of the Company and itsaffiliates. Other than with respect to any Permitted Projects, Executive will promptly and fullydisclose to the Company or its affiliates all such inventions, designs, improvements, patents,copyrights and discoveries (whether developed individually or with other persons) and shall takeall steps necessary and reasonably required to assure the Company’s or such affiliate’s ownershipthereof and to assist the Company and its affiliates in protecting or defending the Company’s orsuch affiliate’s proprietary rights therein.          4.5 Return of Materials. Executive expressly acknowledges that all data, books,records and other Confidential Information of the Company and its affiliates obtained in connectionwith the Company’s business whether prior to or after the Effective Date (as defined in Section18 hereof) are the exclusive property of the Company or its affiliates and that upon thetermination of Executive’s employment by the Company or its affiliates, Executive will immediatelysurrender and return to the Company or its affiliates all such items and all other propertybelonging to the Company or its affiliates then in the possession of Executive. Executive shallnot make or retain any copies thereof. The Company expressly acknowledges that all data, books,records and other information relating to the Permitted Projects are the exclusive property ofExecutive and shall not be used or retained by the Company.          4.6 Property of the Company. Executive acknowledges that from time to time in thecourse of providing services to the Company whether prior to or after the Effective Date (asdefined in Section 18 hereof), Executive shall have the opportunity to inspect and usecertain property, both tangible and intangible, of the Company and its affiliates, and Executivehereby agrees that such property shall remain the exclusive property of the Company and itsaffiliates. Executive shall have no right or proprietary interest in such property, whethertangible or intangible, including, without limitation, Executive’s customer and supplier lists,contract forms, books of account, computer programs and similar property.          4.7 Reasonable in Scope and Duration; Consideration. Executive agrees andacknowledges that the restrictions contained in this Section 4 are reasonable in scope andduration and are necessary to protect the business interests and Confidential Information of theCompany and its affiliates after the Effective Date of this Agreement, and Executive further agreesand acknowledges that he has reviewed the provisions of this Agreement with his legal counsel.Executive acknowledges and agrees that Executive will receive substantial, valuable considerationfrom the Company for the covenants contained in this Section 4, including withoutlimitation, compensation and other benefits.          4.8 Permitted Activities. Notwithstanding anything to the contrary contained herein,Executive may at any time during the Term and thereafter engage in the Permitted Activities so longas the Permitted Activities do not constitute a Competing Business, and prior to committing to anylease or purchase of any real property for use in connection with any facility to be used as thelocation of a Permitted Activity, Executive shall provide written notice to the Company describingsuch facility and its location in reasonable detail.
 

 
     5 Termination.          5.1 Termination Prior to Expiration of Term. Notwithstanding the provisions ofSection 2, Executive’s employment may be terminated prior to the expiration of the Termonly as provided in this Section 5.          5.2 Death or Disability.               (a) The Company may terminate Executive’s employment hereunder due to death or Disability (asdefined below). If Executive’s employment hereunder is terminated as a result of death orDisability, Executive (or Executive’s estate or personal representative in the event of death)shall be entitled to receive (i) all Base Salary due to Executive through the date of termination;(ii) the actual Annual Bonus, if any, that Executive would have received in respect of the fiscalyear of the Company in which Executive’s termination of employment occurs, prorated by a fraction,the numerator of which is the number of days in such fiscal year prior to the date of terminationand the denominator of which is 365 days, payable at the same time as any Annual Bonus payments aremade to other similarly situated active executives pursuant to the terms of the Annual Bonus Planand subject to satisfaction of the performance targets for such fiscal year; (iii) any previouslyvested equity incentive awards and benefits, such as retirement benefits and vacation pay, inaccordance with the terms of the plan or agreement pursuant to which such equity incentive awardsor benefits were granted to Executive (items (i) through (iii) above collectively referred to as“***Accrued Employment Entitlements***”); (iv) a lump sum payment equal to twelve (12) months ofExecutive’s full Base Salary, which shall be payable as soon as practicable following the date oftermination but not later than March 15 of the first calendar year following the year of suchtermination; provided, that in the case of Disability such payment shall be offset by the amount ofBase Salary paid by the Company to Executive or Executive’s personal representative from the dateon which Executive was first unable substantially to perform Executive’s duties through the date ofsuch termination; and (v) any benefits payable to Executive or Executive’s beneficiaries, asapplicable, in accordance with the terms of the applicable benefit plan. At the Company’s expense,Executive and/or Executive’s dependents shall be entitled to continue to participate in theCompany’s welfare benefit plans and programs on the same terms as other senior, actively-employedexecutives for a period of twelve months from the date of such termination. Executive and/orExecutive’s dependents shall thereafter be entitled to any continuation of such benefits providedunder such benefit plans or by applicable law. Following the death or Disability of Executive,Executive’s participation under any stock option or other incentive compensation plan (other thanAnnual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed bythe terms of such plans.               (b) “***Disability***” means if, by reason of any medically determinable physical or mentalimpairment that can be expected to result in death or can be expected to last for a continuousperiod of not less than twelve (12) months, Executive is either (i) unable to engage in anysubstantial gainful activity; or (ii) receiving income replacement benefits for a period of notless than three (3) months under an accident and health plan covering Company employees.Executive’s Disability shall be determined by the Company, in good faith, based upon informationsupplied by Executive and the physician mutually agreed upon by the Company and Executive. Forpurposes of this Section 5.2, Executive’s date of termination will be deemed the date ofExecutive’s Disability. Executive agrees to submit to physical exams and diagnostic testsreasonably recommended by such physician.          5.3 Termination by the Company for Cause or by Executive because of a VoluntaryTermination.               (a) Executive’s employment hereunder may be terminated by the Company for Cause (ashereinafter defined) or by Executive under a Voluntary Termination (as hereinafter defined). IfExecutive’s employment hereunder is terminated under this Section 5.3, Executive shall beentitled to receive all Base Salary due to Executive through the date of termination. Furthermore,all previously vested rights of Executive under a stock option or similar incentive compensationplan or program shall be treated in accordance with the terms of such plan or program. Except asspecifically set forth in this Section 5.3, the Company shall have no further obligationsto Executive following a termination for Cause, or a Voluntary Termination.               (b) “***Cause***” means (i) subject to clause (ii) below, a felony or a violation by Executive ofthe federal securities laws which results in a conviction, a guilty plea or a plea of nolocontendere, (ii)
 

 
the commission of fraud, embezzlement or theft by Executive in connection with Executive’semployment hereunder; (iii) engaging in conduct involving moral turpitude that causes the Companyand its affiliates substantial public disrepute or substantial economic harm; (iv) a materialbreach by Executive of this Agreement or any other agreement to which Executive and the Company areparties and/or Executive’s gross neglect of Executive’s duties hereunder which is not cured to theBoard’s reasonable satisfaction within fifteen (15) days after notice thereof is given to Executiveby the Board; (v) the intentional wrongful damage to material property of the Company or itsaffiliates; or (vi) drug or alcohol abuse or other intentional conduct by Executive which causesthe Company and its affiliates substantial public disrepute or substantial economic harm.Notwithstanding the foregoing, the Company shall not be entitled to terminate Executive for Causeunder clause (ii) above, unless (A) the Board shall have made a good faith investigation into theexistence of the commission of the fraud, embezzlement or theft which would serve as the basis ofExecutive’s termination for Cause under clause (ii) above, during which investigation the Companymay place Executive on a paid administrative leave of absence and (B) no less than two-thirds (2/3)of the members of the Board (excluding the Mitchell Directors) shall have made a good faithdetermination that the Company is entitled to terminate Executive for Cause under clause (ii)above. For purposes hereof, “***Mitchell Directors***” shall have the meaning assigned to such term inthe Stockholders Agreement, dated the date hereof, by and among Popcorn Merger Corp., a Delawarecorporation, MDCP, Executive and the other Persons signatories thereto.               (c) “***Voluntary Termination***” means a termination of employment by Executive on Executive’s owninitiative other than (i) a termination due to Disability or (ii) a termination for Good Reason.          5.4 Termination by the Company without Cause or by Executive for Good Reason. TheCompany may terminate Executive’s employment hereunder without Cause, and Executive shall bepermitted to terminate Executive’s employment hereunder for Good Reason (as hereinafter defined).If the Company terminates Executive’s employment hereunder without Cause, other than due to deathor Disability, or if Executive effects a termination for Good Reason, Executive shall be entitledto receive the payments and benefits set forth in this Section 5.4.               (a) If Executive’s employment hereunder is terminated by the Company without Cause, so long asExecutive has not breached any of the terms contained in Section 4, Executive shall beentitled to receive each of the following:                    (i) Executive’s Accrued Employment Entitlements;                    (ii) Executive’s annual Base Salary in effect as of the date of such termination, payable inaccordance with the Company’s normal payroll practices for a period of twelve (12) months followingany such termination; provided, however, that if Executive is, as of the date of such termination,a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, asamended (the “***Code***”), any amount that is (1) not treated as a short-term deferral within themeaning of Treas. Reg. § 1.409A-1(b)(4), and (2) exceeds the separation pay limit under Treas. Reg.§ 1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executive’s annualizedcompensation based on Executive’s annual Base Salary for the calendar year preceding the calendaryear in which termination occurs (adjusted for any increase during that year that was expected tocontinue indefinitely if Executive’s employment had not been terminated), or (B) the maximum amountthat may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for theyear in which such termination occurs), will not be paid before the date that is six months aftersuch date of termination, or if earlier, the date of Executive’s death. Any payments or benefitsto which Executive would otherwise be entitled during such non-payment period will be accumulatedand paid or otherwise provided to Executive on the first day of the seventh month following suchdate of termination, or if earlier, within 30 days of Executive’s death to his surviving spouse (orto his estate if Executive’s spouse does not survive him). For purposes of this Section5.4(a)(ii) and Section 5.4(b), any amount that is paid as a short-term deferral withinthe meaning of Treas. Reg. § 1.409A-1(b)(4), or within the separation pay limit under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate of theseparate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to theExecutive’s annual Base Salary in effect as of the date of such termination or for a period inexcess of twelve (12) months following any such termination;
 

 
                    (iii) an amount equal to the most recent Annual Bonus received by Executive for any fiscalyear ended prior to the date of such termination (determined without regard to any performancegoals) , payable in a lump sum within thirty (30) days following such termination of employment;provided further, that if such termination or resignation occurs within thirty (30) days prior tothe calendar year end, the payment, without interest, of the amount paid for a termination by theCompany without Cause shall be paid no earlier than January 1 of the next year; and                    (iv) Executive and Executive’s dependents shall be entitled to continue to participate in theCompany’s welfare benefit plans and insurance programs on the same terms as other actively employedsenior executives for a period of twelve (12) months from the termination date. Following theexpiration of such twelve-month period, Executive and/or Executive’s dependents shall be entitledto any continuation of benefits as are provided under such benefit plans by the Company or as arerequired to be provided in accordance with applicable law.               (b) If Executive’s employment hereunder is terminated by the Executive for Good Reason, solong as Executive has not breached any of the terms contained in Section 4, Executive shallbe entitled to the benefits provided in Section 5.4(a), except the severance benefitspecified in Section 5.4(a)(ii) (the “***Regular Severance Benefit***”) shall be payable in alump sum (the “***Permitted Lump Sum Benefit***”) to the extent it is (1) treated as a short-termdeferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), or (2) does not exceed the separationpay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum ofExecutive’s annualized compensation based on Executive’s annual Base Salary for the calendar yearpreceding the calendar year in which termination occurs (adjusted for any increase during that yearthat was expected to continue indefinitely if Executive’s employment had not been terminated), or(B) the maximum amount that may be taken into account under a qualified plan pursuant to CodeSection 401(a)(17) for the year in which such termination occurs), as described in Section5.4(a)(ii). The Permitted Lump Sum Benefit shall be payable within thirty (30) days followingsuch termination of employment; provided further, that if such termination or resignation occurswithin thirty (30) days prior to the calendar year end, the payment, without interest, of thePermitted Lump Sum Benefit paid for a termination by Executive for Good Reason shall be paid noearlier than January 1 of the next year and any remaining amount shall be payable in installmentsin accordance with the Regular Severance Benefit provisions of Section 5.4(a)(ii).               (c) Any outstanding stock options granted to Executive shall be vested and/or exercisable forthe period through the date of such termination of employment, and shall remain exercisable, inaccordance with the terms contained in the plan and the agreement pursuant to which such optionawards were granted.               (d) If Executive’s employment hereunder is terminated under this Section 5.4,notwithstanding anything to the contrary contained in Section 4.2, Executive shall bepermitted to own, operate and invest in up to sixteen (16) movie theatres, so long as each suchtheatre is outside of a 25-mile radius (if such theatre is outside of a Major DMA) or a 10-mileradius (if such theatre is within a Major DMA) of the theatres being operated by the Company or anyof its Subsidiaries or under consideration by the Company or any of its Subsidiaries for opening,in each case, as of the time of such termination of Executive’s employment. During the one-yearperiod following the termination of Executive’s employment for any reason (including by expirationof the Term), Executive shall provide reasonable notice to the Company of his plans for acquiringownership in, commencing operations of, or investing in, any movie theatre prior to any such event.               (e) For purposes of the calculation of Executive’s benefits under any supplemental definedbenefit plan in which Executive participates, Executive shall be credited with one additional yearof service as a result of termination pursuant to this Section 5.4.               (f) “***Good Reason***” means, and shall be deemed to exist if, without the prior written consent ofExecutive, (i) the Executive suffers a significant reduction in duties, responsibilities oreffective authority associated with Executive’s title and position as set forth and described inthis Agreement or is assigned any duties or responsibilities inconsistent in any material respecttherewith (other than in connection with a termination for Cause); (ii) the Company fails to payExecutive any material amounts or provide any material benefits required to be paid or providedunder this Agreement or is otherwise in material breach of this Agreement; (iii) the Company
 

 
adversely changes the Executive’s title or reporting requirements; (iv) Executive’s BaseSalary or benefits provided for hereunder are materially decreased, other than, in the case ofbenefits, as part of reductions affecting the Company’s executives generally; (v) the Companytransfers Executive’s primary workplace by more than twenty (20) miles from the current workplace;or (vi) without duplication of clause (ii) above, the Company or Madison Dearborn Capital PartnersIV, L.P., a Delaware limited partnership (“***MDCP***”), is in material breach of any agreement relatingto the terms of Executive’s employment to which Executive, the Company and MDCP are parties. Notermination by Executive shall be for “Good Reason” unless written notice of such terminationsetting forth in particular the event(s) constituting Good Reason is delivered to the Company (andto MDCP, in the case of clause (vi) above) within thirty (30) days following the date on which theevent constituting Good Reason occurs and the Company (and/or MDCP, in the case of clause (vi)above) fails to cure or remedy the event(s) identified in the notice within thirty (30) days afterreceipt of such notice. Notwithstanding the foregoing, Good Reason shall not arise under eitherclause (i) or clause (iii) above to the extent that the actions described therein are taken inconnection with the implementation of a succession plan for Executive, which succession plan hasbeen agreed to by Executive.          5.5 General Release. Except where the termination is the result of Executive’s deathand notwithstanding the foregoing, no payments shall be made by the Company to Executive under thisSection 5, unless otherwise required by state, local or federal law, until Executiveexecutes a general release of all claims in a form reasonably approved by the Company. The termsof any such general release will not, without the written consent of the Executive, terminate anycontinuing payment or benefit obligations hereunder by the Company to the Executive.Notwithstanding the foregoing, if the Company fails to deliver a form of general release to theExecutive by the forty-fifth (45th) day following the date of termination, the Executive will bedeemed to have satisfied the condition of this Section 5.5 without being required toexecute a general release.          5.6 Continuing Assistance. Unless Executive’s employment is terminated by the Companyfor Cause or by Executive under a Voluntary Termination, for a period of five (5) years beginningon the date of the termination of Executive’s employment, the Company will provide such reasonableassistance and support to Executive or Executive’s estate as he or such estate shall reasonablyrequire in connection with the preparation and filing of tax returns, statements, and forms insofaras such returns, statements, or forms relate to Executive’s employment or other association withthe Company, or any of its predecessors or affiliates. At the Company’s election, such assistanceand support shall be provided by either tax personnel from the Company or certified publicaccountants selected and compensated by the Company. The amount of expenses eligible forreimbursement or in-kind benefits provided under this Section 5.6 during any calendar yearwill not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in anyother calendar year. Notwithstanding anything herein to the contrary, the reimbursement of anyeligible expense under this Section 5.6 must be made, if at all, not later than the lastday of the calendar year following the calendar year in which the expense was incurred. Thebenefits provided under this Section 5.6 are not subject to liquidation or exchange for anyother benefit.          5.7 Section 5 and this Agreement shall be administered and interpreted to maximize theshort-term deferral exception to Code Section 409A, and Executive shall not, directly orindirectly, designate the taxable year of a payment made under this Agreement. The portion of anypayment under this Agreement that is paid within the short-term deferral period (within the meaningof Code Section 409A and Treas. Reg. § 1.409A-1(b)(4)) will be treated as a short term deferral andnot aggregated with other plans or payments. Any other portion of the payment that does not meetthe short-term deferral requirement will, to the maximum extent possible, be deemed to satisfy theexception from Code Section 409A under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) for involuntaryseparation pay and shall not be aggregated with any other payment. Any right to a series ofinstallment payments pursuant to this Agreement is to be treated as a right to a series of separatepayments. Any amount that is paid as a short-term deferral within the meaning of Treas. Reg. §1.409A-1(b)(4) or within the involuntary separation pay limit under Treas. Reg.§1.409A-1(b)(9)(iii)(A) will be treated as a separate payment. Payment dates provided for in thisAgreement are deemed to incorporate “grace periods” within the meaning of Code Section 409A.     6 Arbitration.          6.1 General. Any dispute, controversy or claim arising out of or relating to thisAgreement, the breach hereof or the coverage or enforceability of this arbitration provision shallbe settled by arbitration in Dallas, Texas (or such other location as the Company and Executive maymutually agree), conducted in accordance
 

 
with the Commercial Arbitration Rules of the American Arbitration Association, as such rulesare in effect in Dallas/Fort Worth, Texas on the date of delivery of demand for arbitration. Thearbitration of any such issue, including the determination of the amount of any damages suffered byeither party hereto by reason of the acts or omissions of the other, shall be to the exclusion ofany court of law. Notwithstanding the foregoing, either party hereto may seek any equitable remedyin a court to enforce the provisions of this Agreement, including but not limited to an action forinjunctive relief or attachment, without waiving the right to arbitration.          6.2 Procedure.               (a) Either party may demand such arbitration by giving notice of that demand to the otherparty. The party demanding such arbitration is referred to herein as the “***Demanding Party***,” andthe party adverse to the Demanding Party is referred to herein as the “***Responding Party***.” Thenotice shall state (x) the matter in controversy, and (y) the name of the arbitrator selected bythe party giving the notice.               (b) Not more than fifteen (15) days after such notice is given, the Responding Party shallgive notice to the Demanding Party of the name of the arbitrator selected by the Responding Party.If the Responding Party shall fail to timely give such notice, the arbitrator that the RespondingParty was entitled to select shall be named by the Arbitration Committee of the AmericanArbitration Association. Not more than fifteen (15) days after the second arbitrator is so named;the two arbitrators shall select a third arbitrator. If the two arbitrators shall fail to timelyselect a third arbitrator, the third arbitrator shall be named by the Arbitration Committee of theAmerican Arbitration Association.               (c) The dispute shall be arbitrated at a hearing that shall be concluded within ten daysimmediately following the date the dispute is submitted to arbitration unless a majority of thearbitrators shall elect to extend the period of arbitration. Any award made by a majority of thearbitrators (x) shall be made within ten days following the conclusion of the arbitration hearing,(y) shall be conclusive and binding on the parties, and (z) may be made the subject of a judgmentof any court having jurisdiction.               (d) Any amount to which Executive is entitled under this Agreement (including any disputedamount) which is not paid when due shall bear interest from the date due but not paid at a rateequal to the lesser of eight percent (8%) per annum and the maximum lawful rate.          6.3 Costs and Expenses. All administrative and arbitration fees, costs and expensesshall be borne fifty percent (50%) by the Company and fifty percent (50%) by Executive.     7 Non-Assignment. This Agreement shall not be assignable nor the duties hereunderdelegable by Executive. None of the payments hereunder may be encumbered or in any way anticipatedby Executive (or Executive’s estate or personal representative). The Company shall not assign thisAgreement nor shall it transfer all or any substantial part of its assets without first obtainingin conjunction with such transfer the express assumption of the obligations hereof by the assigneeor transferee.     8 Remedies. Executive acknowledges that the services Executive is to render underthis Agreement are of a unique and special nature, the loss of which cannot reasonably oradequately be compensated for in monetary damages, and that irreparable injury and damage willresult to the Company and its Subsidiaries in the event of any default or breach of this Agreementby Executive. The parties agree and acknowledge that the breach by Executive of any of the termsof this Agreement will cause irreparable damage to the Company and its affiliates, and upon anysuch breach, the Company shall be entitled to injunctive relief, specific performance, or otherequitable relief (without posting a bond or other security); provided, however, that this shall inno way limit any other remedies which the Company and its affiliates may have (including, withoutlimitations, the right to seek monetary damages).     9 Survival. The provisions of Sections 4 through 19 shall survive theexpiration or earlier termination of the Term.
 

 
     10 Taxes. All payments to Executive under this Agreement shall be reduced by allapplicable withholding required by Federal, state or local law.     11 No Obligation to Mitigate; No Rights of Offset.          11.1 Executive shall not be required to mitigate the amount of any payment or other benefitrequired to be paid to Executive pursuant to this Agreement, whether by seeking other employment orotherwise, nor shall the amount of any such payment or other benefit be reduced on account of anycompensation earned by Executive as a result of employment by another person; provided thatExecutive and Executive’s dependents shall not be entitled to continue to participate in thewelfare benefit plans of the Company and its Subsidiaries if Executive is covered by the welfarebenefit plans of another employer.          11.2 The Company’s obligation to make the payments provided for in this Agreement andotherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim,recoupment, defense or other claim, right or action which the Company may have against Executive orothers.     12 Notices. Any notice or other communications relating to this Agreement shall be inwriting and delivered personally or mailed by certified mail, return receipt requested, or sent byovernight courier, to the party concerned at the address set forth below:        If to Company: Cinemark Holdings, Inc.3900 Dallas Parkway, Suite 500Plano, Texas 75093Attn: Board of Directors        If to Executive: At Executive’s residenceaddress as maintained by the Company in the regularcourse of its business for payroll purposes.     Either party may change the address for the giving of notices at any time by written noticegiven to the other party under the provisions of this Section 12. If notice is given bypersonal delivery or overnight courier, said notice shall be conclusively deemed given at the timeof such delivery or upon receipt of such couriered notice. If notice is given by mail, such noticeshall be conclusively deemed given upon deposit thereof in the United States mail.     13 Entire Agreement. This Agreement constitutes the entire agreement between theparties and supersedes all prior written and oral and all contemporaneous oral agreements,understandings and negotiations with respect to the subject matter hereof. Without limiting thegenerality of the foregoing sentence, this Agreement supersedes any prior employment agreement,oral or written, including the Employment Agreement, dated as of March 12, 2004, between theCompany and Executive, as amended, which shall terminate and be cancelled as of the Effective Date(as defined in Section 18 hereof), except for any breaches thereof by Executive prior tothe Effective Date which shall survive such termination. This Agreement may not be changed orally,but only by an agreement in writing signed by both parties.     14 Counterparts. This Agreement may be executed in counterparts, each of which shallbe an original, but all of which together shall constitute one agreement.     15 Construction. This Agreement shall be governed under and construed in accordancewith the laws of the State of Texas, without regard to the principles of conflicts of laws. Theparagraph headings and captions contained herein are for reference purposes and convenience onlyand shall not in any way affect the meaning or interpretation of this Agreement. It is intended bythe parties that this Agreement be interpreted in accordance with its fair and simple meaning, notfor or against either party, and neither party shall be deemed to be the drafter of this Agreement.     16 Severability. The parties agree that if any provision of this Agreement as appliedto any party or to any circumstance is adjudged by a court or arbitrator to be invalid orunenforceable, the same will in no way
 

 
affect any other circumstance or the validity or enforceability of this Agreement. Withoutlimiting the generality of the foregoing, in particular, if any provision in Section 4, orany part thereof, is held to be unenforceable because of the duration of such provision or the areacovered thereby, the parties agree that the court or arbitrator making such determination shallhave the power to reduce the duration and/or area of such provision, and/or to delete specificwords or phrases, and in its reduced form, such provision shall then be enforceable and shall beenforced. In addition, in the event of a breach or violation by Executive of Section 4,the Non-compete Period and the Non-solicitation Period shall be automatically extended respectivelyby the amount of time between the initial occurrence of the breach or violation and when suchbreach or violation has been duly cured.     17 Binding Effect. Subject to Section 7 hereof, the rights and obligations ofthe parties under this Agreement shall be binding upon and inure to the benefit of the permittedsuccessors, assigns, heirs, administrators, executors and personal representatives of the parties.     18 Effective Date; Effect on Original Agreement. This Agreement shall becomeeffective as of the date first written above. This Agreement contains the entire understandingbetween the parties hereto and supersedes in all respects, the Employment Agreement, dated as ofMarch 12, 2004, as amended to the date hereof, by and between Cinemark, Inc. and Executive, whichagreement shall terminate in all respects upon the Effective Date.     19 Executive’s Cooperation. During the Term and for five (5) years thereafter,Executive shall cooperate with the Company and its Subsidiaries in any internal investigation, anyadministrative, regulatory or judicial proceeding or investigation or any material dispute with athird party, in each case as reasonably requested by the Company (including, without limitation,Executive’s being reasonably available to the Company upon reasonable notice for interviews andfactual investigations, appearing at the Company’s request to give testimony without requiringservice of subpoena or other legal process, volunteering to the Company all pertinent informationand turning over to the Company all relevant documents which are or may come into Executive’spossession, all at times and on schedules that are reasonably consistent with Executive’s otheractivities and commitments), in each case limited to the extent that such cooperation (a) becomesunduly burdensome for Executive (including in terms of the time commitments required by Executivein connection with such cooperation), (b) in the event that such cooperation is required after theTerm, unreasonably interferes with Executive’s duties under his then current employment, (c) causesExecutive to breach in any material respect any material agreement by which he is bound, or (d) islimited to the extent Executive is advised by legal counsel that such cooperation would not be inExecutive’s best interests. In the event that the Company requires Executive’s cooperation inaccordance with this paragraph, the Company shall reimburse Executive solely for: (i) hisreasonable out-of-pocket expenses (including travel, lodging and meals) upon submission of receiptsand (ii) any reasonable attorneys’ fees incurred by Executive to the extent that, afterconsultation with the Company, Executive deems it advisable to seek the advice of legal counselregarding his obligations hereunder.***[Signature page follows]***
 

 
     **IN WITNESS WHEREOF**, the parties have executed this Employment Agreement on the day and in theyear first written above.      **COMPANY:**