Form of Separation Agreement


 Exhibit 10.1 
 The following named executive officers have executed this Separation Agreement, a form of which follows, with Carmike Cinemas, Inc. as of the dates indicated below: 
  

			
	 Name
	  	 Date

	Richard B. Hare	  	May 21, 2007
	Lee Champion	  	May 21, 2007
	Gary F. Krannacker	  	May 21, 2007
	Larry Collins	  	May 21, 2007

 SEPARATION AGREEMENT 
 This Separation Agreement, or “Agreement”, is entered into by and between Carmike Cinemas, Inc., a Delaware corporation, and [NAME], or
“Executive”. 
 WHEREAS, Executive currently is employed by Carmike as Carmike’s [TITLE]; and 
 WHEREAS, Carmike and Executive desire to set forth the terms and conditions which will be applicable if Carmike terminates Executive’s employment
without Cause before the beginning or after the end of his or her Protection Period; and 
 WHEREAS, Carmike and Executive desire to set
forth the terms and conditions which will be applicable if Carmike terminates Executive’s employment without Cause or Executive resigns for Good Reason during his or her Protection Period; 
 NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Carmike and Executive hereby agree as follows: 
 § 1. 
 Definitions 
 1.1 Board. The
term “Board” for purposes of this Agreement shall mean the Board of Directors of Carmike. 
 1.2 Base Salary. The term
“Base Salary” for purposes of this Agreement shall mean Executive’s base salary as in effect on the day before his or her employment terminates or, if higher, his or her highest base salary which was in effect on any date in the one
(1) year period ending on the date Executive’s employment terminates. 






 1.3 Carmike. The term “Carmike” for purposes of this Agreement shall mean Carmike
Cinemas, Inc. and any successor to Carmike. 
 1.4 Cause. The term “Cause” for purposes of this Agreement: 
 (a) shall before the beginning or after the end of Executive’s Protection period mean: 
 (1) Executive is convicted of, pleads guilty to, or confesses or otherwise admits to any felony or any act of fraud, misappropriation or
embezzlement or Executive otherwise engages in a fraudulent act or course of conduct; 
 (2) There is any act or omission by
Executive involving malfeasance or negligence in the performance of Executive’s duties and responsibilities for Carmike, or the exercise of Executive’s powers as an executive of Carmike, where such act or omission is reasonably likely to
materially and adversely affect Carmike’s business; 
 (3)(A) Executive breaches any of the provisions of § 3
or (B) Executive violates any provision of any code of conduct adopted by Carmike which applies to Executive and any other Carmike employee if the consequence to such violation for any employee subject to such code of conduct ordinarily would
be a termination of his or her employment by Carmike; and 
 (4) any determination that “Cause” exists under this
§ 1.4(a) shall be made in good faith by the affirmative vote of at least a majority of the members of the Board then in office at a meeting called and held for purposes of making such determination. 
 (b) shall during Executive’s Protection Period mean: 
 (1) Executive is convicted of, pleads guilty to, or confesses or otherwise admits to any felony or any act of fraud, misappropriation or
embezzlement or Executive otherwise engages in a fraudulent act or course of conduct which has a material and adverse effect on Carmike; 
 (2) There is any act or omission by Executive involving malfeasance or gross negligence in the performance of Executive’s duties and responsibilities for Carmike, or the exercise of Executive’s powers as an
executive of Carmike, where such act or omission actually has a material and adverse effect on Carmike’s business; 
  

 -2- 







 (3) (A) Executive breaches any of the provisions of § 3 and such breach has a
material and adverse effect on Carmike or (B) Executive violates any provision of any code of conduct adopted by Carmike which applies to Executive and any other Carmike employee if the consequence to such violation for any employee subject to
such code of conduct clearly would have been a termination of his or her employment by Carmike; provided, however, 
 (4) No
such act or omission or event shall be treated as “Cause” under this Agreement unless (A) Executive has been provided a detailed, written statement of the basis for Carmike’s belief such act or omission or event constitutes
“Cause” and an opportunity to meet with the Board (together with Executive’s counsel if Executive chooses to have Executive’s counsel present at such meeting) after Executive has had a reasonable period in which to review such
statement and, if the allegation is under § 1.4(b)(2) or § 1.4(b)(3), has had at least a thirty (30) day period to take corrective action and (B) the Board after such meeting (if Executive meets with the Board) and
after the end of such thirty (30) day correction period (if applicable) determines reasonably and in good faith and by the affirmative vote of at least two thirds of the members of the Board then in office at a meeting called and held for such
purpose that “Cause” does exist under this Agreement. 
 1.5 Change in Control. The term “Change in Control” for
purposes of this Agreement shall mean: 
 (a) a “change in control” of Carmike of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A for a proxy statement filed under Section 14(a) of the Exchange Act as in effect on the date of this Agreement; 
 (b) a “person” (as that term is used in Section 14(d)(2) of the Exchange Act) who becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act) directly or indirectly of securities representing 45% or more of the combined voting power for election of directors of the then outstanding securities of Carmike; 
 (c) the individuals who at the beginning of any period of two consecutive years or less (starting on or after the date of this Agreement)
constitute Carmike’s Board cease for any reason during such period to constitute at least a majority of Carmike’s Board, unless the election or nomination for election of each new member of the Board was approved in advance by vote of at
least two-thirds of the members of such Board then still in office who were members of such Board at the beginning of such period; 
  

 -3- 







 (d) the shareholders of Carmike approve any reorganization, merger, consolidation or
share exchange as a result of which the common stock of Carmike shall be changed, converted or exchanged into or for securities of another organization or any dissolution or liquidation of Carmike or any sale or the disposition of 50% or more of the
assets or business of Carmike; or 
 (e) the shareholders of Carmike approve any reorganization, merger, consolidation or
share exchange with another corporation unless (i) the persons who were the beneficial owners of the outstanding shares of the common stock of Carmike immediately before the consummation of such transaction beneficially own more than 60% of the
outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (ii) the number of shares of the common stock of such successor or survivor
corporation beneficially owned by the persons described in § 1.5(e)(i) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had
beneficially owned shares of Carmike common stock immediately before the consummation of such transaction, provided (iii) the percentage described in § 1.5(e)(i) of the beneficially owned shares of the successor or survivor
corporation and the number described in § 1.5 (e)(ii) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which
result from the beneficial ownership of shares of common stock of Carmike by the persons described in § 1.5(e)(i) immediately before the consummation of such transaction. 
 1.6 Code. The term “Code” for purposes of this Agreement shall mean the Internal Revenue Code of 1986, as amended. 
 1.7 Confidential or Proprietary Information. The term “Confidential or Proprietary Information” for purposes of this Agreement shall
mean any secret, confidential, or proprietary information of Carmike (not otherwise included in the definition of Trade Secret in § 1.14 of this Agreement) that has not become generally available to the public by the act of one who has the
right to disclose such information without violating any right of Carmike. 
 1.8 Disability. The term “Disability” for
purposes of this Agreement means that Executive is unable as a result of a mental or physical condition or illness to perform the essential functions of Executive’s job at Carmike even with reasonable accommodation for any consecutive 180-day
period, all as reasonably determined by the Board. 
 1.9 Effective Date. The term “Effective Date” for purposes of this
Agreement shall mean the earlier of (1) the date which includes the “closing” of the transaction which makes a Change in Control effective if the Change in Control is made effective through a transaction which has a
“closing” or (2) the date a Change in Control is first reportable in accordance with applicable law as effective to the Securities and Exchange Commission if the Change in Control is made effective other than through a transaction
which has a “closing”. 
  

 -4- 







 1.10 Exchange Act. The term “Exchange Act” for purposes of this Agreement shall mean the
Securities Exchange Act of 1934, as amended. 
 1.11 Good Reason. The term “Good Reason” for purposes of this Agreement
shall mean: 
 (a) there is a reduction during Executive’s Protection Period in Executive’s base salary from Carmike
or there is a reduction during Executive’s Protection Period in Executive’s combined opportunity to receive any incentive compensation and bonuses from Carmike without Executive’s express written consent; 
 (b) there is a reduction during Executive’s Protection Period in the scope, importance or prestige of Executive’s duties,
responsibilities or authority at Carmike (other than as a result of a mere change in Executive’s title if such change in title is consistent with the organizational structure of Carmike following a Change in Control) without Executive’s
express written consent; 
 (c) Carmike at any time during Executive’s Protection Period (without Executive’s
express written consent) transfers Executive’s primary work site from Executive’s primary work site at the beginning of his or her Protection Period to a new primary work site which is more than ten (10) miles from Executive’s
then current primary work site or, if Executive consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is more than thirty-five (35) miles
from Executive’s then current primary work site unless such new primary work site is closer to Executive’s primary residence than Executive’s then current primary work site; or 
 (d) Carmike fails (without Executive’s express written consent) during Executive’s Protection Period to continue to provide to
Executive health and welfare benefits, deferred compensation benefits, executive perquisites and stock option and restricted stock grants that are in the aggregate comparable in value to those provided to Executive immediately prior to the beginning
of his or her Protection Period; where 
 (e) Any determination required under this § 1.11 shall be made on a
reasonable, good faith basis by Executive after giving the Chief Executive Officer of Carmike a reasonable opportunity to address and cure the basis for Executive’s belief that he or she has “Good Reason” under this § 1.11.

  

 -5- 







 1.12 Protection Period. The term “Protection Period” for purposes of this Agreement
shall mean the period which begins on the date there is a Change in Control and ends on the earlier of (a) the second anniversary of the Effective Date for such Change in Control or (b) the later of (1) the date Carmike makes a
formal, public announcement to Carmike’s shareholders to the effect that the Change in Control will not become effective or (2) the date all action legally required to assure that there would be no Effective Date with respect to such
Change in Control has been taken. 
 1.13 Restricted Period. The term “Restricted Period” for purposes of this Agreement
shall mean the period which starts on the date Executive’s employment by Carmike terminates under circumstances which create an obligation for Carmike under § 2 of this Agreement and which ends (a) on the second anniversary of such
termination date or (b) on the first date following such a termination on which Carmike breaches any obligation to Executive under § 2 of this Agreement, whichever period is shorter. 
 1.14 Trade Secret. The term “Trade Secret” for purposes of this Agreement shall mean information, including, but not limited to,
technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that:

 (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its disclosure or use, and 
 (b) is the subject of
reasonable efforts by Carmike to maintain its secrecy. 
 § 2. 
 Compensation and Benefits 
 2.1 Separation Benefit. 
 (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his or her Protection
Period for Good Reason, then 
 (b) Carmike shall pay Executive two (2.0) times Executive’s Base Salary in equal
monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive’s employment terminates; 
 (c)(1) Each outstanding stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted)
become fully vested and exercisable on the date Executive’s employment so terminates and shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term


  

 -6- 







 
of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if
Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding restricted stock grants to Executive
by Carmike immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; 
 (d) Carmike shall continue for the period described in § 2.1(b) to provide to Executive the same health, dental and vision care
coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated or, at Executive’s election, on any date in the one
(1) year period which ends on the date of such termination of employment; provided (1) if Carmike cannot provide such coverage under Carmike’s employee benefit plans, policies or programs, Carmike either shall provide such coverage
and benefits to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive or shall reimburse Executive for Executive’s cost to purchase such coverage and benefits and for any tax liability for
such reimbursements and (2) Executive at the end of the period described in § 2.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee
Retirement Income Security Act of 1974, as amended, as if his or her employment had terminated at the end of such period; provided, however, 
 (e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. Regs. § 1.409A-1(i)), then each payment to which Executive
is entitled under this § 2.1 shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in Treas.
Regs. § 1.409A-1(h)). 
 2.2 No Increase in Other Benefits. If Executive’s employment terminates under the circumstances
described in § 2.1(a), Executive expressly waives Executive’s right, if any, to have any payment made under § 2.1 taken into account to increase the benefits otherwise payable to, or on behalf of, Executive under any
employee benefit plan, policy or program, whether qualified or nonqualified, maintained by Carmike. 
 2.3 Termination in Anticipation of
a Change in Control. Executive shall be treated under § 2.1 as if Executive had resigned for Good Reason during Executive’s Protection Period if 
 (1) Executive resigns for what would have been Good Reason if his or her resignation had been tendered during his or her Protection
Period, 
  

 -7- 







 (2) such resignation is effective at any time in the sixty (60) day period which
ends on the date of a Change in Control, and 
 (3) there is an Effective Date for such Change in Control. 
 2.4 Death or Disability. Executive agrees that Carmike will have no obligation to Executive under this § 2 if Executive’s employment
terminates exclusively as a result of Executive’s death or a Disability. 
 § 3. 
 Restrictive Covenants 
 3.1 No
Solicitation of Suppliers or Vendors 
 Executive will not, during the Restricted Period, for purposes of competing with Carmike, solicit
or seek to solicit on Executive’s own behalf or on behalf of any other person, firm, or corporation which engages, directly or indirectly, in providing goods or services to Carmike, including movies, popcorn and other concession stand products,
and the equipment to show movies and prepare popcorn and other concession stand products, and with whom Executive had a personal business interaction, at any time during the two (2) years immediately prior to the termination of Executive’s
employment by Carmike. 
 3.2 Antipirating of Employees 
 Executive will not during the Restricted Period employ or seek to employ on Executive’s own behalf or on behalf of any other person, firm or corporation that engages, directly or indirectly, in exhibiting motion
pictures, any person who was employed by Carmike in an executive, managerial, or supervisory capacity during the term of Executive’s employment by Carmike, with whom Executive had business dealings during the two (2) year period which ends
on the date Executive’s employment by Carmike terminates (whether or not such employee would commit a breach of contract), and who has not ceased to be employed by Carmike for a period of at least one (1) year. 
 3.3 Trade Secrets and Confidential or Proprietary Information 
 Executive hereby agrees that Executive will hold in a fiduciary capacity for the benefit of Carmike, and will not directly or indirectly use or disclose, any Trade Secret that Executive may have acquired during the
term of Executive’s employment by Carmike for so long as such information remains a Trade Secret even if such information remains a Trade Secret after the expiration of the Restricted Period. 
  

 -8- 







 Executive in addition agrees that Executive during the Restricted Period will hold in a fiduciary
capacity for the benefit of Carmike, and will not directly or indirectly use or disclose, any Confidential or Proprietary Information that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive
was authorized to have access to such information) during the term of, in the course of, or as a result of Executive’s employment by Carmike. 
 3.4 Reasonable and Necessary Restrictions 
 Executive acknowledges that the restrictions, prohibitions and other provisions
set forth in this Agreement, including without limitation the Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of Carmike; and are a material inducement to
Carmike to enter into this Agreement. Executive covenants that Executive will not challenge the enforceability of this Agreement nor will Executive raise any equitable defense to its enforcement. 
 3.5 Specific Performance 
 Executive
acknowledges that the obligations undertaken by him or her pursuant to this Agreement are unique and that Carmike likely will have no adequate remedy at law if Executive shall fail to perform any of Executive’s obligations under this Agreement,
and Executive therefore confirms that Carmike’s right to specific performance of the terms of this Agreement is essential to protect the rights and interests of Carmike. Accordingly, in addition to any other remedies that Carmike may have at
law or in equity, Carmike will have the right to have all obligations, covenants, agreements and other provisions of this Agreement specifically performed by Executive, and Carmike will have the right to obtain preliminary and permanent injunctive
relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement by Executive, and Executive submits to the jurisdiction of the courts of the State of Georgia for this purpose. 
 § 4. 
 Miscellaneous Provisions

 4.1 Assignment. This Agreement is for the personal services of Executive, and the rights and obligations of Executive under
this Agreement are not assignable in whole or in part by Executive without the prior written consent of Carmike. This Agreement is assignable in whole or in part to any parent, subsidiaries, or affiliates of Carmike, but only if such person or
entity is financially capable of fulfilling the obligations of Carmike under this Agreement, and Carmike as part of any Change in Control which is made effective through a transaction for which there is a “closing” shall assign
Carmike’s obligations under this Agreement to Carmike’s successor and such successor shall expressly agree to such assignment or Carmike on or before the Effective Date for such Change in Control shall (without any further action on the
part of Executive) begin making the payments described in § 2.1(b) (in addition to and not in lieu of any other payments due Executive) and take the action called for in § 2.1(c) of 

  

 -9- 







 
this Agreement as if Executive had been terminated without Cause on the Effective Date for such Change in Control without regard to whether Executive’s
employment actually has terminated. 
 4.2 Disputes. 
 (a) Governing Law and Courts. This Agreement will be governed by and construed under the laws of the State of Georgia (without
reference to the choice of law principles under the laws of the State of Georgia). Executive consents to jurisdiction and venue in the state and federal courts in the State of Georgia which sit in Columbus, Georgia for any action arising from a
dispute under this Agreement, and for any such action brought in such a court, expressly waives any defense Executive might otherwise have based on lack of personal jurisdiction or improper venue, or that the action has been brought in an
inconvenient forum. 
 (b) Arbitration. Carmike shall have the right to obtain an injunction or other equitable relief
arising out of Executive’s breach of the provisions of § 3 of this Agreement. However, any other controversy or claim arising out of or relating to this Agreement or any alleged breach of this Agreement shall be settled by binding
arbitration in Columbus, Georgia in accordance with the rules of the American Arbitration Association then applicable to employment-related disputes and any judgment upon any award, which may include an award of damages, may be entered in the
highest state or federal court having jurisdiction over such award. In the event of the termination of Executive’s employment, his or her sole remedy shall be arbitration under this § 4.2(b) and any award of damages shall be limited
to recovery of lost compensation and benefits provided for in this Agreement. No punitive damages may be awarded to Executive. Carmike shall be responsible for paying all reasonable fees of the arbitrator. 
 4.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument. 
 4.4 Headings; References. The headings and captions used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Agreement. Any reference to a section (§) shall be to a section (§) of this Agreement unless there is an express reference to a section
(§) of the Code or the Exchange Act, in which event the reference shall be to the Code or to the Exchange Act, whichever is applicable. 
 4.5 Attorneys Fees. If any action at law or in equity is necessary for Executive to enforce or interpret the terms of this Agreement with respect to claims related to his or her Protection Period, Carmike shall pay Executive’s
reasonable attorneys’ fees and other reasonable expenses incurred with respect to such action, and such fees and expenses shall be paid on the date which is six (6) months and one (1) day after the 

  

 -10- 







 
date Executive has a “separation from service” (as “separation from service” is defined in Treas. Regs. § 1.409A-1(h)). To the
extent that attorneys’ fees or expenses are incurred with respect to claims related to Executive’s Protection Period after such payment date, Carmike shall pay such additional fees and expenses on the first business day of each month
following the date which is six (6) months and one (1) day after the date Executive has a separation from service. If any other action is taken with respect to this Agreement, Carmike shall bear its own attorneys’ fees and expenses
and Executive shall bear Executive’s own attorneys’ fees and expenses. 
 4.6 Amendments and Waivers. Except as otherwise
specified in this Agreement, this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of
Carmike and Executive. 
 4.7 Severability. Any provision of this Agreement held to be unenforceable under applicable law will be
enforced to the maximum extent possible, and the balance of this Agreement will remain in full force and effect. 
 4.8 Entire
Agreement. This Agreement constitutes the entire understanding and agreement of Carmike and Executive with respect to the transactions contemplated in this Agreement, and this Agreement supersedes all prior understandings and agreements between
Carmike and Executive with respect to such transactions. 
 4.9 Notices. Any notice required under this Agreement to be given by
either Carmike or Executive will be in writing and will be deemed effectively given upon personal delivery to the party to be notified or five (5) days after deposit with the United States post office by registered or certified mail, postage
prepaid, to the other party at the address set forth below or to such other address as either party may from time to time designate by ten (10) days advance written notice pursuant to this § 4.9. Any such written notice shall be directed
as follows: 
  

	
	If to Carmike:
	
	Carmike Cinemas, Inc.
	1301 First Avenue
	Columbus, Georgia 331901
	Attention: General Counsel
	
	If to Executive:
	
	 To Executive at his or her most
 recent address provided
by Executive to Carmike


 4.10 Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon,
Carmike and Executive and their respective heirs, personal representatives, legal representatives, successors and assigns, subject, however, to the provisions in § 4.1 of this Agreement. 
  

 -11- 







 4.11 Not an Employment Contract. This Agreement is not an employment contract and shall not give
Executive the right to continue in employment by Carmike for any period of time or from time to time. Moreover, this Agreement shall not adversely affect the right of Carmike to terminate Executive’s employment with or without cause at any
time. 
 4.12 Term. 
 (a) General Rule. Subject to § 4.12(b), the initial term of this Agreement shall be a three (3) year term which starts on the date of this Agreement, and this initial term automatically shall be
extended for one additional year on the second anniversary of the date of this Agreement and for one additional year on each anniversary date thereafter unless Carmike on or before any such anniversary date advises Executive that there will be no
such extension on such anniversary date. 
 (b) Special Rule. If Executive has a right to any compensation or benefits
under § 2 before the term of this Agreement expires under § 4.12(a), the term of this Agreement shall continue until Executive agrees that all of Carmike’s obligations to Executive under this Agreement have been satisfied in
full or a court of competent jurisdiction makes a final determination that Carmike has no further obligations to Executive under this Agreement, whichever comes first. 
 (Signatures on next page) 
  

 -12- 







 IN WITNESS WHEREOF, Carmike and Executive have executed this Agreement effective as of this
     day of                     , 2007. 
  

					
		 	 CARMIKE CINEMAS, INC.

			
		 	 By:
	 	  

		
		 	 EXECUTIVE

		 	  



  

 -13-