Exhibit 10.2


 


EXECUTION


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into this 23rd day of February 2009, by and between
AMC Entertainment Inc., a Delaware corporation (the “Company”), and
Gerardo I. Lopez (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 March 2, 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 Chief Executive Officer and shall have the powers, authorities, duties
and obligations of management usually vested in the office of the Chief
Executive Officer of a company of a similar size and similar nature as the
Company, and such other powers, authorities, duties and obligations
commensurate with such positions as the Company’s Board of Directors (the “Board”)
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).  The Executive will be appointed
to the Board as of the Effective Date. 
During the Period of Employment, the Executive shall report to the
Board.


 


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.  The Company hereby approves the
Executive’s service as a member of the board of directors of Silk Group Global,
a start-up company engaged in the design and sale of supply chain software, provided
that the time commitment is consistent with that historically required of the
Executive by Silk Group Global.


 


1.4                               No Breach of Contract.  The
Executive hereby represents to the Company that: (i) 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) 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 the Company’s principal
executive office as it may be located from time to time.  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.  The Company acknowledges that the Executive
may return to Birmingham, Michigan, where his family resides, on weekends,
provided that such travel does not interfere with the performance of the
Executive’s duties hereunder.


 


2.                                      Period of Employment.  The “Period
of Employment” shall be a period of three years commencing on the Effective
Date and ending at the close of business on the third 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 


 


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Reason” for purposes of this Agreement.  Notwithstanding the foregoing, the Period of
Employment is subject to earlier termination as provided below in this
Agreement.


 


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 seven hundred
thousand dollars ($700,000).  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 fiscal year 2010 shall equal 70% 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.


 


3.3                               Stock Option Grant.


 


(a)           During the calendar
quarter that includes the Effective Date, the committee that administers the
Plan (as defined in Section 3.3(b)) will grant the Executive a stock option
(the “Option”) to purchase 1.25% of the issued and outstanding shares of
the common stock of AMC Entertainment Holdings, Inc. (“Holdings”) at a
price per share equal to $323.95.


 


(b)           The Option will vest
with respect to twenty percent (20%) of the shares subject to the Option on
each of the first five (5) anniversaries of the grant date, subject to the
Executive’s continued employment by the Company through the respective
anniversary.  Notwithstanding the
foregoing, all shares subject to the Option shall immediately vest upon the
Executive’s Involuntary Termination (as such term is defined in Section 5.5)
within twelve (12) months after a Change of Control (as such term is defined in
Holdings’ Stock Incentive Plan (as amended, restated or supplemented from time
to time, the “Plan”)).


 


(c)           The term of the
Option shall expire upon the earlier of (i) ten (10) years from the
grant date, (ii) ninety (90) days after the termination of the Executive’s
employment for any reason other than with Cause or by reason of the death or
Disability of the Executive, 


 


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(iii) twelve (12) months after the termination of the Executive’s
employment by reason of death or Disability of the Executive, and (iv) the
date upon which the Executive’s employment is terminated with Cause.


 


(d)           The Option shall not
be an “incentive stock option” under Section 422 of the Internal Revenue
Code, as amended (the “Code”). 
The Option shall be granted under the Plan and shall be subject to such
further terms and conditions as set forth in a written stock option agreement
to be entered into by Holdings and the Executive to evidence the Option.  Such stock option agreement shall be in
substantially the form delivered by the Company to the Executive in connection
with the execution of this Agreement.


 


(e)           In the event of a
distribution on the common stock of Holdings that dilutes the benefits intended
to be made available under the Plan by the Option, the Option shall be
equitably adjusted by the administrator of the Plan as the administrator deems
appropriate consistent with the terms of the Plan as in effect from time to
time.


 


3.4                               Special Incentive Bonus.


 


The
Executive shall receive a special incentive bonus (the “Special Incentive
Bonus”).  The Special Incentive Bonus
shall equal $2,000,000 and shall vest in equal annual installments on each of
the first five (5) anniversaries of the Effective Date, provided
that the Executive must be employed by the Company on the respective
anniversary (and if the Executive is not so employed on such date he shall not
be considered to have earned any portion of the corresponding installment of
the Special Incentive Bonus). 
Notwithstanding the foregoing, the Special Incentive Bonus shall
immediately vest in full upon the Executive’s Involuntary Termination within
twelve (12) months after a Change of Control. 
The first three installments of the Special Incentive Bonus shall be
paid to the Executive on the third (3rd) anniversary of the Effective Date and
the fourth (4th) and fifth (5th) installments of the Special Incentive Bonus
shall be paid upon vesting; provided, however, that the Special
Incentive Bonus, to the extent then vested and unpaid, shall be paid upon the
Executive’s earlier Separation from Service (as defined in Section 5.5)
for any reason.


 


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 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 


 


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perishable items) and personal effects from Seattle, Washington to
Kansas City, Missouri 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.  Upon the Executive’s request, the Company
shall provide reasonable and customary housing to the Executive and the
Executive’s immediate family in the Kansas City, Missouri metropolitan area for
a period of up to ninety (90) consecutive days while the Executive seeks
permanent housing.  The Company shall
also pay an allowance of $10,000 to cover miscellaneous relocation items not
specifically enumerated.


 


4.4                               Coinvestment.  The
Executive agrees, upon request by the Company prior to the three-month
anniversary of the Effective Date, to make a cash purchase of 385.8620 shares
of common stock of Holdings at a price of $323.95 per share.


 


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 (x) two times his Base Salary
plus (y) two times the average of each Incentive Bonus paid to the
Executive during the 24 months preceding the Severance Date (or previous year,
if the Executive has not been employed for two bonus cycles as of the Severance
Date); provided, however, that if the Executive’s employment is
terminated before determination of the first Incentive Bonus  for which the Executive is eligible under this
Agreement then the amount in this part (y) shall be based upon the 


 


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average actual percentage of target bonus paid to executive officers
who participated in the Company’s annual bonus plan in the preceding year.  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 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 (iii) 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 or any obligation to accelerate vesting of any equity-based
award or bonus on an Involuntary Termination following a Change of Control, 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 (and any
applicable acceleration of any equity-based award or bonus on an Involuntary
Termination following a Change of Control) 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 


 


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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; and


 


(ii)           any reimbursement
due to the Executive pursuant to Section 4.2 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.


 


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(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;


 


(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.


 


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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.


 


5.7                               Limitation on Benefits.


 


(a)           To the extent that,
prior to a Change of Control that occurs at a time that no stock of the Company
or Holdings is readily tradable on an established securities market,  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 


 


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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.


 


5.8                               Section 409A.


 


(a)           If the Executive is
a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(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 409A 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


 


10
















 


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) 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


 


11

















 


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,
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.  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.


 


12

















 


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 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


 


13

















 


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
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.


 


14

















 


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
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


 


15

















 


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 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


 


16

















 


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


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:


 


Williams, Williams, Rattner & Plunkett,
P.C.


380 North Old Woodward Avenue, Suite 300


Birmingham, Michigan 
48009


Facsimile:  
(248) 642-0856


Attn:   Richard D. Rattner, Esq.


Richard J. Williams, Jr.,
Esq.


 


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
February 23, 2009.


 


	
   

  	
  “COMPANY”

  
	
   

  	
   

  
	
   

  	
  AMC Entertainment Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CRAIG R. RAMSEY

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  “EXECUTIVE”

  
	
   

  	
   

  
	
   

  	
  /s/ GERARDO I. LOPEZ

  
	
   

  	
   Gerardo
  I. Lopez

  



 
















 


Exhibit A


 


FORM OF RELEASE(1)


 


1.                                       Release by Executive. 
Gerardo I. Lopez (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 (a) 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 [                        ] by and between the
Company and the Executive, and (b) the equity-based awards previously
granted by the Company to the Executive as referred to in Annex A(2) hereto
(which shall be governed by and subject to termination pursuant to the terms
and conditions of the written agreements evidencing the applicable
awards).  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


 






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


 (2) Annex
A to be added to Release at time of signing.


 

















 


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.


 


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.(3)


 


[Continued on the next page.]


 






 (3) 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].


 


	
   

  	
  “Executive”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Gerardo I. Lopez

  
	
   

  	
   

  
	
  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:

  



 


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