Exhibit 10.1


 


EXECUTION


 


SEPARATION
AND GENERAL RELEASE AGREEMENT


 


This Separation and
General Release Agreement (this “Separation Agreement”), is entered into
this 23rd day of February 2009, by and between Peter C. Brown (“Employee”),
AMC Entertainment Holdings, Inc, a Delaware corporation (“AMCEH”),
Marquee Holdings Inc., a Delaware corporation (“Holdings”), and AMC
Entertainment Inc., a Delaware corporation (“AMCE,” and, collectively
with AMCEH and Holdings, the “Company”).


 


WHEREAS,
Employee has been employed as the Chairman of the Board, Chief Executive
Officer and President of each of AMCEH, Holdings and AMCE; and


 


WHEREAS,
Employee desires to resign from his employment and other service relationships
with the Company and its affiliates upon the terms set forth herein.


 


NOW,
THEREFORE, in consideration of the covenants undertaken and
the release contained in this Separation Agreement, Employee and the Company
agree as follows:


 


I.              Resignation.  Employee hereby resigns as Chairman of
the Board, Chief Executive Officer, and President, and otherwise as an
employee, officer, director, member, manager and in any other capacity, of
AMCEH, Holdings, AMCE, American Multi-Cinema, Inc. (“AMC”) and each
of its and their parents, partnerships, subsidiaries, joint ventures,
predecessors and affiliates, including, without limitation, MovieTickets.com,
National CineMedia, Inc., Midland Empire Partners, LLC and Digital Cinema
Implementation Partners, LLC, effective March 2, 2009 (the “Separation
Date”).  Concurrently with the
execution and delivery of this Separation Agreement, Employee has executed the
letter attached as Exhibit A hereto and delivered such letter to
AMCEH.  The Company and its affiliates
hereby accept such resignation, effective immediately.  Employee acknowledges and agrees that he has
received all amounts owed for his regular and usual salary (including, but not
limited to, any severance, overtime, bonus, accrued vacation, commissions, or
other wages) and usual benefits, and that all payments due to Employee from the
Company after the Separation Date shall be determined under this Separation
Agreement.


 


II.            Severance.


 


A.    Severance Pay.  The Company shall pay as severance pay to
Employee a lump sum amount of 7,013,985.00 less applicable withholding and authorized
deductions, on the day after the Separation Date, provided Employee
returns this executed Separation Agreement on February 23, 2009 (“Lump
Sum Severance Payment”), provided this Separation Agreement has not
sooner been revoked, in whole or in part, by Employee.


 


B.    Retirement Benefit Continuation.  To the extent Employee is eligible for
benefits under the AMC Supplemental Executive Retirement Income Plan, the
Defined Benefit Retirement Income Plan, the AMC Nonqualified Deferred
Compensation Plan and the AMC Retirement Enhancement Plan (collectively, the “Retirement
Plans”) as in effect immediately prior to the Separation Date, he will
remain eligible for such benefits pursuant to the terms thereof as may be
amended or terminated from time to time.


 

















 


C.    Certain
Other Benefits. 
Employee shall be entitled to the benefits described on the attached Exhibit B
in accordance with their terms as in effect from time to time and subject to
his satisfaction of applicable requirements thereunder.  Nothing in this Separation Agreement shall
affect the Company’s ability to amend or terminate any such benefit plan,
program or arrangement from time to time in accordance with its terms (“Exhibit B
Benefit Programs”).  Further, nothing
in this Separation Agreement shall establish or enhance any rights or benefits
on the part of Employee under the Retirement Plans or under any Exhibit B
Program that he would not have had had he not entered into this Separation
Agreement.


 


D.    No
Other Benefits. 
The Lump Sum Severance Payment, benefits under the Retirement Plans and Exhibit B
Benefits pursuant to this Section II are in lieu of any other payments or
benefits (and, except as specifically provided under the Retirement Plans and
the Exhibit B Benefit Programs, none shall accrue) after the Separation
Date.  Employee specifically acknowledges
and agrees that he is entitled to receive no severance pay or other severance
benefits pursuant to any severance plan or policy of the Company or any of its
affiliates.  Nothing contained in this Section II
shall be construed as curtailing Employee’s rights to elect to make portable
any insurance benefits provided to him by the Company as may be available to
him pursuant to the terms of the applicable insurance arrangements.


 


III.           Mutual Nondisparagement; Press
Release. 
Employee agrees that he shall not, directly or indirectly, make or
ratify any statement, public or private, oral or written, to any person that
disparages, either professionally or personally, the Company or any of its affiliates,
past and present, and each of them, as well as its and their trustees,
directors, officers, members, managers, partners, agents, attorneys, insurers,
employees, stockholders, representatives, assigns, and successors, past and
present, and each of them, or make any statement or engage in any conduct that
has the purpose or effect of disrupting the business of the Company or any of
its affiliates.  The Company agrees that
it shall not, and it shall take reasonable steps to ensure that its officers or
directors shall not, directly or indirectly, make or ratify any statement,
public or private, oral or written, to any person that disparages Employee,
either professionally or personally.  A
copy of the form of press release announcing Employee’s employment termination
is attached hereto as Exhibit E. 
Any other Company press release (whether internal or external) issued by
the public relations department of the Company with respect to Employee’s
employment termination shall require the approval of Employee.  Employee acknowledges that any
characterization of his resignation as a “retirement” in any press release or
similar communication shall not affect Employee’s rights or benefits under any
employee benefit plan or program, including, without limitation, any Retirement
Plan.


 


IV.           Releases.


 


A.    Release by Employee.  Employee on behalf of himself, his
descendants, dependents, heirs, executors, administrators, assigns, and
successors, and each of them, hereby covenants not to sue and fully releases
and discharges each of AMCEH, Holdings and AMC and each of its and their
respective parents, subsidiaries and affiliates, past and present, as well as
its and their trustees, directors, officers, members, managers, partners,
agents, attorneys, insurers, employees, stockholders, representatives, assigns,
and successors, past and present, and each of them, hereinafter together and
collectively referred to as the “Releasees,” with respect to and from
any and all claims, wages, demands, rights, liens, agreements, contracts,
covenants, 


 


2

















 


actions, suits, causes of action, obligations, debts,
costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of
whatever kind or nature in law, equity or otherwise, whether now known or
unknown, suspected or unsuspected, and whether or not concealed or hidden,
which he now owns or holds or he has at any time heretofore owned or held or
may in the future hold as against any of said Releasees, arising out of or in any
way connected, in whole or in part, with his service as an officer, director,
employee, member or manager of any Releasee, his separation from his position
as an officer, director, employee, manager and/or member, as applicable, of any
Releasee, or any other transactions, occurrences, acts or omissions or any
loss, damage or injury whatever, known or unknown, suspected or unsuspected,
resulting from any act or omission by or on the part of said Releasees, or any
of them, committed or omitted prior to the date of this Separation 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 Age Discrimination in Employment Act, the Family and Medical Leave Act of
1993, the Missouri Human Rights Act of 1986, as amended, and applicable state
and local law or any claim for severance pay, bonus, sick leave, holiday pay,
vacation pay, life insurance, health or medical insurance or any other fringe
benefit, workers’ compensation or disability; provided that such release
shall not apply to (1) the benefits due to Employee under Section II
in connection with the execution and delivery of this Separation Agreement; (2) any
rights Employee has to the put right set forth in Section VIII.B; (3) any
right that Employee may have to indemnification pursuant to the Company’s
certificate of incorporation, bylaws, Section 8 of the Employment
Agreement (as defined in Section VIII.B) or under applicable laws with
respect to any losses that Employee may have incurred or may in the future
incur with respect to his past service as an officer or employee of the
Company; and (4) with respect to any such losses, any rights that Employee
may have to insurance coverage for such losses under any Company directors and
officers liability insurance policy.  In
addition, this release does not cover any claim that cannot be released as a
matter of applicable law.


 


B.    Release
by the Company. 
The Company, on behalf of its employees, officers, directors, divisions,
subsidiaries, parents, affiliates, assigns and successors, and each of them,
hereby acknowledges full and complete satisfaction of and releases and
discharges and covenants not to sue Employee, his descendants, dependents,
heirs, executors, administrators, assigns and successors, and each of them,
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 Employee’s employment,
the termination thereof, or any other relationship with or interest in the
Company resulting from or arising out of any act or omission by or on the part
of Employee committed or omitted prior to the date of this Separation
Agreement; provided, however, that the foregoing
release does not apply to any breach by Employee of his fiduciary duties to the
Company, to fraud by Employee, or to any claim that cannot be released as a
matter of applicable law.


 


C.    Additional
Release by Employee. 
In addition to the release set forth in Section IV.A above, and
subject to the exceptions set forth therein, Employee, on his own behalf and
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 any
director, officer, shareholder, partner, representative, attorney, agent or
employee, past or present, of any Company Releasee, from and with respect to
any and all claims, agreements, obligations, demands and causes of action 


 


3

















 


(collectively, “Known Claims”), arising out of
or in any way connected with Employee’s employment or any other relationship
with or interest in the Company.


 


D.    Additional
Release by the Company. 
In addition to the release set forth in Section IV.B above, and
subject to the exceptions set forth therein, the Company, on behalf of its
employees, officers, directors, divisions, subsidiaries, parents, affiliates,
assigns and successors, and each of them, hereby acknowledges full and complete
satisfaction of and releases and discharges and covenants not to sue any
director, officer, shareholder, partner, representative, attorney, agent or
employee, past or present, of Employee, any entities he controls, his
descendants, dependents, heirs, executors, administrators, assigns and
successors, from and with respect to any Known Claims.


 


V.            ADEA Waiver.  Employee expressly acknowledges and agrees
that by entering into this Separation 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 Separation Agreement. 
Employee further expressly acknowledges and agrees that:


 


A.    In
return for this Separation Agreement, he will receive consideration beyond that
which he was already entitled to receive before entering into this Separation
Agreement;


 


B.    He
is hereby advised in writing by this Separation Agreement to consult with an
attorney before signing this Separation Agreement;


 


C.    He
was informed that he had twenty-one (21) days within which to consider this
Separation Agreement (or to waive such period if he so desired by executing Exhibit C
hereto); and


 


D.    He
was informed that he had seven (7) days following the date of execution of
this Separation Agreement in which to revoke this Separation Agreement.


 


VI.           No Transferred Claims.  Employee warrants and represents that he has
not heretofore assigned or transferred to any person not a party to this
Separation Agreement any released matter or any part or portion thereof and he
shall defend, indemnify and hold the Company and each of its affiliates
harmless from and against any claim (including the payment of attorneys’ fees
and costs actually incurred whether or not litigation is commenced) based on or
in connection with or arising out of any such assignment or transfer made,
purported or claimed.


 


VII.          Confidential
Information.


 


A.    As
provided in Section 9 of the Employment Agreement, Employee acknowledges
that he possesses information relating to the Company and its affiliated
companies and their respective operations that is confidential or a trade
secret. Such information includes information, whether obtained in writing, in
conversation or otherwise, concerning corporate strategy, intent and plans,
business operations, pricing, costs, budgets, equipment, the status, scope and
term of pending acquisitions, negotiations and transactions, the terms of 


 


4

















 


existing or proposed
business arrangements, contracts and obligations, and corporate and financial
reports. Such confidential or trade secret information shall not, however,
include information in the public domain unless Employee has, without
authority, made it public.  To the extent
Employee’s disclosure of any such information is compelled by federal or state
law, Employee agrees to advise (to the extent legally permitted) the Company in
advance of any such compelled disclosure and acknowledge that it shall be only
pursuant to a court order that protects the confidentiality of the information
to the greatest extent permitted by law, and only to such persons and/or
agencies authorized to receive such information under such order, with the
costs of complying with such court order promptly reimbursed by the Company to
Employee.


 


B.    Employee
shall (i) keep such information confidential, (ii) take appropriate
precautions to maintain the confidentiality of such information, and (iii) not
use such information for personal benefit or the benefit of any competitor or
any other person.


 


C.    Employee
has returned all materials in his possession or under his control that were
prepared by, relate to, or are the property of, the Company or its affiliates,
including, but not limited to, materials containing confidential information,
files, memorandums, price lists, reports, budgets and handbooks.


 


VIII.        Stock Options.


 


A.    Employee
hereby voluntarily forfeits all of the options to purchase shares of Holdings
common stock granted to Employee by Holdings, including, without limitation,
those granted under the 2004 Stock Option Plan of Marquee Holdings Inc., as
amended (the “Plan”) on December 23, 2004 (which options were
converted into options to purchase shares of AMCEH common stock pursuant to the
letter to sent to all optionholders on June 15, 2007), and disclaims any
current or future right to any benefit or payment in respect thereof.


 


B.    Employee
hereby elects to exercise the put right set forth in Section 7(c) of
that certain Employment Agreement by and between Marquee, AMCE and Employee
dated as of December 23, 2004 and amended as of January 26, 2006 (the
“Employment Agreement”), with respect to all shares of common stock of
the Company owned by or on behalf of Employee as of the Separation Date, as set
forth on Exhibit D.  Employee
shall be paid $323.95 for each share of Company common stock sold pursuant to
the put right, at the same time that the Lump Sum Severance Payment is made.


 


IX.           Miscellaneous


 


A.    Successors.


 


1.          This
Separation Agreement is personal to Employee and shall not, without the prior
written consent of the Company, be assignable by Employee.


 


2.          This
Separation Agreement shall inure to the benefit of and be binding upon the
Company and its respective successors and assigns and any such successor or
assignee shall be deemed substituted for the Company under the terms of this
Separation Agreement for all purposes. 
As used herein, “successor” and “assignee” shall include any 


 


5

















 


person, firm, corporation
or other business entity which at any time, whether by purchase, merger or otherwise,
directly or indirectly acquires the ownership of the Company or to which the
Company assigns this Separation Agreement by operation of law or otherwise.


 


B.    Waiver.  No waiver of
any breach of any term or provision of this Separation Agreement shall be
construed to be, nor shall be, a waiver of any other breach of this Separation
Agreement.  No waiver shall be binding
unless in writing and signed by the party waiving the breach.


 


C.    Modification.  This
Separation Agreement may not be amended or modified other than by a written
agreement executed by Employee and any successor to Employee as Chairman of the
Board of Holdings (or, with prior authorization of the Board of Directors of
Holdings, such Chairman’s designee).


 


D.    Complete Agreement.  This Separation Agreement constitutes and
contains the entire agreement and final understanding concerning Employee’s
relationship with the Company and its affiliates and the other subject matters
addressed herein between the parties, and supersedes and replaces all prior
negotiations and all agreements proposed or otherwise, whether written or oral,
concerning the subject matters hereof, including, without limitation, the
Employment Agreement.  Any
representation, promise or agreement not specifically included in this
Separation Agreement shall not be binding upon or enforceable against either
party.  This Separation Agreement
constitutes an integrated agreement.


 


E.     Severability.  If
any provision of this Separation Agreement or the application thereof is held invalid,
the invalidity shall not affect other provisions or applications of the
Separation Agreement which can be given effect without the invalid provisions
or applications and to this end the provisions of this Separation Agreement are
declared to be severable.


 


F.     Choice of Law;
Forum; Waiver of Jury Trial.  This Separation Agreement shall be deemed to
have been executed and delivered within the State of Missouri, and the rights
and obligations of the parties hereunder shall be construed and enforced in
accordance with, and governed by, the laws of the State of Missouri without
regard to principles of conflict of laws that would give effect to the laws of
another jurisdiction.  Each party hereby
consents to the exclusive jurisdiction of the state court located in or having
jurisdiction over Jackson County, Missouri or the federal district court for
the Western District of Missouri located in Kansas City, Missouri (or any other
federal court with jurisdiction thereover) and each party irrevocably submits to
the exclusive jurisdiction of each such court in any action or proceeding with
respect to this Separation Agreement, waives any objection it may now have or
hereafter have to venue or to convenience of such forum.  EACH
PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY
ACTION RELATED TO OR ARISING OUT OF EMPOYEE’S EMPLOYMENT OR TERMINATION OR THIS
SEPARATION AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


G.    Cooperation in Drafting.  Each party has cooperated in the drafting and
preparation of this Separation Agreement. 
Hence, in any construction to be made of this


 


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Separation Agreement, the
same shall not be construed against any party on the basis that the party was
the drafter.


 


H.    Counterparts.  This
Separation Agreement may be executed in counterparts, and each counterpart,
when executed, shall have the efficacy of a signed original.  Photographic copies of such signed
counterparts may be used in lieu of the originals for any purpose.


 


I.      Advice of Counsel.  In entering this Separation Agreement, the
parties represent that they have relied upon the advice of their attorneys, who
are attorneys of their own choice, and that the terms of this Separation
Agreement have been completely read and explained to them by their attorneys,
and that those terms are fully understood and voluntarily accepted by them.


 


J.     Supplementary Documents.  All parties agree to cooperate fully and to
execute any and all supplementary documents and to take all additional actions
that may be necessary or appropriate to give full force to the basic terms and
intent of this Separation Agreement and which are not inconsistent with its
terms.


 


K.    Headings.  The section headings contained in this
Separation Agreement are inserted for convenience only and shall not affect in
any way the meaning or interpretation of this Separation Agreement.


 


L.    Taxes.  The Company has the right to withhold from
any payment hereunder or under any other agreement between the Company and
Employee the amount required by law to be withheld with respect to such payment
or other benefits provided to Employee. 
Other than as to such withholding right, Employee shall be solely
responsible for any taxes due as a result of the payments and benefits received
by Employee contemplated by this Separation Agreement.


 


M.   Section 409A.  This Separation Agreement is intended to
comply with Section 409A.  To the
extent any party hereto reasonably determines that any provision of this
Separation Agreement would subject Employee to the excise tax under Section 409A,
the parties agree in good faith to cooperate to reform this Separation Agreement
in a manner that would avoid the imposition of such tax on Employee while
preserving any affected benefit or payment to the extent reasonably practicable
without increasing the cost to the Company. 
Nothing contained in this Separation Agreement is intended to constitute
a guarantee of Employee’s personal tax treatment.


 


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left blank.]


 


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I have
read the foregoing Separation Agreement and I accept and agree to the provisions
it contains and hereby execute it voluntarily with full understanding of its
consequences.


 


EXECUTED this 23rd day of
February 2009, at Jackson County, Missouri.


 


 


	
   

  	
  /s/ PETER C. BROWN

  
	
   

  	
  Peter C. Brown

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMC ENTERTAINMENT
  HOLDINGS, INC., and its divisions, subsidiaries, parents, and affiliated
  companies, past and present, and each of them

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CRAIG R. RAMSEY

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARQUEE HOLDINGS INC.,

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CRAIG R. RAMSEY

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMC ENTERTAINMENT INC., and its divisions, subsidiaries,
  parents, and affiliated companies, past and present, and each of them

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CRAIG R. RAMSEY

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  



 


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EXECUTION


 


EXHIBIT
A


 


RESIGNATION
LETTER


 


February 23, 2009


 


Boards of Directors


AMC Entertainment
Holdings, Inc.


Marquee Holdings, Inc.


AMC Entertainment, Inc.


920 Main Street


Kansas City, Missouri
64105


 


Re: 
Resignation


 


Ladies and Gentlemen:


 


As we have mutually
agreed, I hereby resign, effective as of March 2, 2009, as Chairman of the
Board, Chief Executive Officer, and President, and otherwise as an employee,
officer, director, member, manager and in any other capacity, of AMC
Entertainment Holdings, Inc., Marquee Holdings, Inc., AMC
Entertainment Inc., American Multi-Cinema, Inc. and each of its and their
parents, partnerships, subsidiaries, joint ventures, predecessors and
affiliates, including, without limitation, MovieTickets.com, National CineMedia, Inc.,
Midland Empire Partners, LLC and Digital Cinema Implementation Partners, LLC.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ PETER C. BROWN

  
	
   

  	
   

  
	
   

  	
  Peter C. Brown

  



 

















 


EXECUTION


 


EXHIBIT
B


 


American
Multi-Cinema, Inc. 401(k) Savings Plan, a defined contribution 401(k) plan


 


Accrued
vacation through March 2, 2009


 


Base
salary through March 2, 2009


 


Reimbursement
for previously unreimbursed business travel and entertainment expenses
reasonably incurred prior to the Separation Date and timely submitted in
accordance with Company policies


 

















 


EXECUTION


 


EXHIBIT
C


 


ENDORSEMENT


 


I, Peter C. Brown, hereby
acknowledge that I was given 21 days to consider the foregoing Separation and
General Release Agreement and voluntarily chose to sign the Separation and
General Release Agreement prior to the expiration of the 21-day period.


 


I declare, under penalty
of perjury, that the foregoing is true and correct.


 


*  *  *


 


EXECUTED this 23rd day of
February 2009, at Jackson County, Missouri.


 


 


	
   

  	
  /s/ PETER C. BROWN

  
	
   

  	
  Peter C. Brown

  



 

















 


EXECUTION


 


EXHIBIT
D


 


Number of Shares of Common Stock of Holdings Owned by
or on Behalf of Employee


 


2,542.00 shares


 

















 


EXECUTION


 


EXHIBIT
E


 


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