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Exhibit 4.1
 AMENDED AND RESTATED
CINEMARK HOLDINGS, INC.
2006 LONG TERM INCENTIVE PLAN
 GENERAL
 Purposes of Plan Plan Company
 Assumption of Obligations under Cinemark, Inc. 2004 Long Term Incentive Plan Substituted Options
 DEFINITIONS
 Definitions
 Adjusted EBITDA plus
 1




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minus
 Administrator
 2




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Affiliate Affiliates
 Award
 Award Agreement
 Board Board of Directors
 Cause
 Code
 Committee
 Common Stock
 Company
 Consultant
 3




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Corporate Event
 Covered Employee
 Date of Grant
 Designee
 Director
 Disability
 Employee
 Fair Market Value
 4




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Immediate Family
 Implied Equity Value
 Incentive Option
 Incentive Option Agreement
 5




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Listing Date
 Non-Employee Director
 Nonqualified Option
 Nonqualified Option Agreement
 Option
 Option Agreement
 Option Shares
 Optionholder
 Outside Director
 Participant
 Performance Award
 Permitted Transferee
 Person
 Plan
 Publicly Traded
 6




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Requisite Holders
 Restricted Award
 Restricted Shares
 Restricted Stock Unit
 Restriction Period
 Sale of the Company
 Service
 Service Agreement
 Securities Laws
 Subsidiary Subsidiaries
 7




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STOCKHOLDER APPROVAL; RESERVATION OF SHARES
 Stockholder Approval
 Shares Reserved Under Plan
 8




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PARTICIPATION IN PLAN
 Eligibility
 Participation Not Guarantee of Service
 Section 162(m) Limitation
 Effect of Plan
 9




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GRANT AND EXERCISE OF OPTIONS; GRANT OF RESTRICTED SHARES AND  RESTRICTED STOCK UNITS; GRANT OF PERFORMANCE AWARDS
 Grant of Options
 Incentive Options Incentive Option Agreement
 Nonqualified Options Nonqualified Option Agreement
 Option Terms
 Option Price
 Term of Option
 Nontransferability of Options
 10




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Permitted Transferee Optionholder
 Time and Amount Exercisable
 Terms of Incentive Options Granted to Ten Percent Stockholders
 11




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Payment of Exercise Price and Delivery of Shares; Tax Withholding
 Exercise Price Cashless Exercise Stock
Withholding
  12




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Stock Withholding
  Rights of Optionholder in Common Stock
 Restricted Shares
 General
 13




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Restrictions
     Waiver of Restrictions
 Distribution of Restricted Shares
 Agreement
 Section 83(b) Election
 14




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Restricted Stock Units
 Nature of Restricted Stock Units Restriction Period
 Vesting
 Termination of Participants Service
 Transferability
 15




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Lapse of Restrictions
 Performance Awards
 Nature of Performance Awards
 16




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Restrictions on Transfer
 Rights as a Stockholder
 17




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Termination
 Acceleration, Waiver, Etc
 Certification
 General Provisions Applicable to Restricted Awards
 Purchase Price
 Consideration
 TERMINATION OF SERVICE; SALE OF THE COMPANY;  CORPORATE EVENT; DISSOLUTION OR LIQUIDATION
 Termination of Service for Cause
 18




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Death or Disability
   lesser
  Other Terminations
 19




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Sale of the Company
 Corporate Event Corporate Event
 Dissolution or Liquidation of the Company
 20




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Subject to Repurchase
 Alternative Provisions
 ADMINISTRATION OF PLAN
 Administration Administrator Committee
 21




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Rights
 Liability
 Determinations
 22




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Financial Assistance
 Withholding
 AMENDMENT AND TERMINATION OF PLAN
 Amendment of Plan
 23




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Other Award Provisions
 Termination
 Tax Status of Options
 24




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MISCELLANEOUS PROVISIONS
 Restrictions Upon Grant of Awards
 Restrictions Upon Resale of Unregistered Stock
 Repurchase by the Company and/or its Designee; Restriction on Transfer; Right of First
Refusal
 Repurchase Right Award Shares
 25




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Disposition
  26




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Offered Shares Offer Right of First Refusal
 Adjustments
 27




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Use of Proceeds
 Substitution of Options
   Restrictive Legends
   Market Stand-Off
 28




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Market Stand-Off
 Notices
 Prior Option Agreements
 Restatement Effective Date Restatement Effective Date
 [Signature page follows]
 29




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CINEMARK HOLDINGS, INC.Dated:  April 4, 2008
    By:Name:
    Alan W. StockTitle:
    Chief Executive Officer Signature
Page to Cinemark Holdings, Inc. 2006 LTIP




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Addendum A
 ADDENDUM A TO
AMENDED AND RESTATED CINEMARK HOLDINGS, INC.
2006 LONG TERM INCENTIVE PLAN
FOR GRANTS MADE TO CALIFORNIA RESIDENTS
  EXERCISE AND PURCHASE PRICE
 1.1
    
    Exercise Price Restrictions Applicable to Non-Qualified Stock Options.
 (a)
    
    In the case of Non-Qualified Stock Options, the Exercise Price shall be
determined in the sole discretion of the Administrator; provided, however, that the
Exercise Price shall be no less than 100% of the Fair Market Value of the shares of
Stock on the Date of Grant of the Non-Qualified Stock Option.(b)
    
    A Ten Percent Shareholder shall not be eligible for designation as an
Optionholder, unless (i) the Exercise Price of a Non-Qualified Stock Option is at least
110% of the Fair Market Value of a Share on the Date of Grant.
 1.2
    
    Purchase Price Restrictions Applicable to Restricted Shares.
 (a)
    
    Each Award Agreement for Restricted Shares shall state the price
at which the Stock subject to such Restricted Share Agreement may be purchased
(the Purchase Price), which, with respect to Restricted Shares, shall be
determined in the sole discretion of the Administrator; provided, however, that
the Purchase Price shall be no less than 85% of the Fair Market Value of the
            shares of Common Stock on the Award date of the Restricted Stock subject to the
Award Agreement.(b)
    
    A Ten Percent Shareholder shall not be eligible for An Award
Agreement for Restricted Shares unless the Purchase Price (if any) is at least
100% of the Fair Market Value of a share of Common Stock.(c)
    
    At the discretion of the Administrator, Restricted Shares may be
awarded under the Plan in consideration of services rendered to the Company, a
parent or a Subsidiary prior to the Award.
 1.3
    
    Non-Applicability. The Exercise Price restrictions applicable to Non-Qualified Stock
Options required by Section 1.1 hereof and the Purchase Price restrictions applicable to
Restricted Shares required by Section 1.2 hereof shall be inoperative if (a) the shares of
Stock to be issued upon payment of the Purchase Price have been registered under a then
currently effective registration statement under applicable federal securities laws and the
Company (i) is subject to the reporting requirements of Section 13 or 15(d) of the
 A-1
    California Addendum




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EXERCISABILITY AND VESTING
 2.1
    
    Options. Each Stock Option Agreement shall specify the date when all or any
installment of the Option becomes exercisable. Unless a determination is made by counsel for
the Company that Section 25102(o) of the California Corporations Code no longer requires and
another exemption from qualification under the California Corporations Code applies which does
not require, an Option granted to an Optionholder who is not an officer of the Company, a
Director or a Consultant shall become exercisable at least as rapidly as 20% per year over the
five-year period commencing on the Date of Grant. Subject to the preceding sentence, the
exercise provisions of any Stock Option Agreement shall be determined by the Administrator, in
its sole discretion.
 2.2
    
    Restricted Shares. The Restricted Shares will be forfeited immediately upon
termination of Participants employment with the Company or one of its Subsidiaries, unless
otherwise expressly provided herein or in the Award Agreement pursuant to such Restricted
Shares were granted. Unless a determination is made by counsel for the Company that Section
25102(o) of the California Corporations Code no longer requires and another exemption from
qualification under the California Corporations Code applies which does not require, an Award
of Restricted Shares granted to an employee who is not an officer of the Company, a Director,
a manager or a Consultant shall provide that the risk of forfeiture and any right to
repurchase unvested stock at less than Fair Market Value shall lapse at a rate of at least 20%
per year over five years from the date the Award Agreement for Restricted Shares is granted.
Subject to the preceding sentence, the vesting and forfeiture provisions of any Restricted
Share Award Agreement shall be determined by the Administrator, in its sole discretion.
 TERM
 3.1
    
    Term of Option. Unless Optionholders Service with the Company, a parent, or
Subsidiaries is terminated for Cause, in no event may the right to exercise any Option in the
event of termination of Service (to the extent that the Optionholder is entitled to exercise
on the date of termination of Service) be (i) less than six months from the date of
termination if termination was caused by death or Disability and (ii) less than 30 days from
the date of termination if termination was caused by other than death, Disability or Cause.
 3.2
    
    Limits on Post Termination Exercise. The provisions of Section 3.1 may not (i) allow
any Option to be exercised after the expiration of ten years after the date the Option is
 A-2




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REPURCHASE RIGHTS
 4.1
    
    Lapse of Repurchase Rights. For purposes of the Repurchase Right under Section 9.3
of the Plan upon termination of Service, the Repurchase Price shall be presumptively
reasonable if:
 (a)
    
    In the case of vested Common Stock, it is not less than the Fair Market Value
of the Common Stock to be repurchased on the date of termination of Service, and the
Repurchase Right must be exercised for cash or cancellation of purchase money
indebtedness for the Common Stock within 90 days of termination of Service (or in the
case of Common Stock issued upon exercise of Options after the date of termination,
within 90 days after the date of exercise), and the Repurchase Right terminates when
the Companys securities become Publicly Traded.(b)
    
    In the case of unvested Common Stock, it is at the lesser of the original
purchase price or Fair Market Value, provided the Repurchase Right at the original
purchase price lapses at the rate of at least 20% per year over five years from the
date the Option Agreement or Award Agreement for Restricted Shares is granted (without
respect to the date the Option or Award Agreement was exercised or became exercisable)
and the Repurchase Right must be exercised for cash or cancellation of purchase money
indebtedness for the Common Stock within 90 days of termination of Service (or in the
case of Common Stock issued upon exercise of Options after the date of termination,
within 90 days after the date of exercise).
 4.2
    
    Additional Restrictions Permitted. In addition to the restrictions set forth in
clauses (a) and (b) of Section 4.1, the Common Stock held by an officer, a Director, a manager
or a Consultant of the Company or an Affiliate may be subject to additional or greater
restrictions.
 ADDITIONAL COMPLIANCE PROVISIONS
 5.1
    
    Voting Rights. Notwithstanding anything to the contrary in the Plan, Common Stock
issued pursuant to the Plan shall carry equal voting rights on all matters where such vote is
required by applicable law.
 5.2
    
    Financial Information. To the extent necessary to comply with California law, the
Company each year shall furnish to Participants its balance sheet and income statement, unless
such Participants are limited to key Employees whose duties with the Company assure them
access to equivalent information.
 A-3