EXHIBIT
10.8


AMENDED AND RESTATED EMPLOYMENT
AGREEMENT


This Amended and Restated
Employment Agreement (the “Agreement”), is entered into as of June 11, 2007,
effective as of the date of the Initial Public Offering, by and among 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”), and PETER C.
BROWN (“Employee”). In consideration of the mutual promises and
covenants contained herein, the parties hereto agree as follows:


Capitalized terms not
otherwise defined herein shall have the meanings assigned to such terms in
Section 18.


1.             Position and Duties.  During the Term (as defined in Section 2) of
his employment by the Company under this Agreement, Employee shall devote his
full time and attention to the business of the Company as Chairman of the
Board, Chief Executive Officer and President of each of Holdings, Marquee and
AMCE, as directed by the Board of Directors of Holdings, Marquee or AMCE, as
applicable. Notwithstanding the foregoing, Employee shall be permitted, to the
extent such activities do not substantially interfere with the performance by
Employee of his duties and responsibilities under this Agreement, (i) to manage
Employee’s personal financial and legal affairs, (ii) to serve on corporate,
civic or charitable boards or committees, and (iii) to serve in executive
positions in affiliates or entities in which the Company has an interest.


2.             Term.  The term of this Agreement began on the
Effective Date and shall terminate on the third anniversary of the Effective
Date or sooner as provided in Section 6 below (such period, as it may be
extended, the “Term”). On each anniversary of the Effective Date during the
Term, one year shall be added to the Term of Employee’s employment with the
Company under this Agreement, so that as of each such anniversary the Term of
Employee’s employment hereunder shall be three (3) years.


3.             Compensation.


(a)           Base Salary.  During the Term of his employment by the
Company under this Agreement, Employee shall receive an initial annual salary
of $728,300 as of the Effective Date and, due to such increases as have
occurred from the Effective Date to the date hereof, an annual salary of
$791,970 as of the date hereof (“Base Salary”) (less withholding for applicable
taxes), payable in accordance with the Company’s payroll procedures for its
salaried employees, subject to such increases as may be approved by the Compensation
Committee of Holdings’ Board of Directors (the “Compensation Committee”).


(b)           Bonus. 
In addition to Base Salary, Employee shall be eligible to receive an
annual bonus (the “Bonus”) as determined from time to time by the Compensation
Committee based on the Company’s applicable incentive compensation program, as
such may exist from time to time.


(c)           Benefits. 
During the Term of Employee’s employment by the Company under this
Agreement, Employee also shall be eligible for the benefits offered by the Company
from 













time to time to the
Company’s other executive officers (such as group insurance, pension plans,
thrift plans, stock purchase plans and the like). Following termination of
employment, Employee’s rights to coverage and benefits under such plans and
programs shall be governed by the terms of such plans as in effect from time to
time, except to the extent expressly provided otherwise herein. Nothing herein
shall be construed so as to prevent the Company from modifying or terminating
any employee benefit plans or programs it may adopt from time to time.


(d)           Restricted
Stock/Stock Unit Grant.  No
later than fifteen (15) days after the Initial Public Offering, Employee shall
receive a grant of restricted stock or restricted stock units under an equity
incentive plan of Holdings (anticipated to be called the “2007 Equity Incentive
Plan”) to be established prior to the Initial Public Offering, which restricted
stock or restricted stock units will have an aggregate value of $2,567,000 on
the date of grant based on the Initial Public Offering value.  The shares covering such restricted stock or
restricted stock units, along with the shares covered by the Employee Options
granted to Employee as of December 23, 2004, shall be registered on a Form S-8
to be filed in connection with the Initial Public Offering.  The restricted stock or restricted stock
units will vest and be earned in three equal annual installments on the first,
second and third anniversaries of the grant date.  The terms and conditions of such grant will
be evidenced in an award agreement to be entered into between Employee and
Holdings, which award agreement shall specifically acknowledge that in the
event that it conflicts with this Agreement, this Agreement shall control.


4.             Expense Reimbursements.  During the Term of Employee’s employment by
the Company under this Agreement, the Company shall reimburse Employee for
business travel and entertainment expenses reasonably incurred by Employee on
behalf of the Company in accordance with the Company’s procedures, as such may
exist from time to time.


5.             Termination.  Employee’s employment by the Company under
this Agreement shall be terminated upon the earliest to occur of the following
events and any termination of Employee’s employment as provided herein shall
constitute a termination of his employment with each of Holdings, Marquee and
AMCE:


(a)           Resignation.  Employee’s resignation or other voluntary
departure.


(b)           Death. 
The death of Employee.


(c)           Disability.  If, as a result of Employee’s incapacity due
to physical or mental illness, (i) Employee shall not have been regularly
performing his duties and obligations hereunder for a period of one hundred
twenty (120) consecutive days (a “Disability”), (ii) the Company has given
Employee the written Notice of Termination pursuant to Section 6(a) hereof, and
(iii) within thirty (30) days after the Company gives Employee such written
Notice of Termination (which may occur before or after the end of such 120 day
period), Employee shall not have returned to the performance of his duties and
obligations hereunder on a regular basis.


(d)           Cause. 
Employee is terminated by Holdings’ Board of Directors for Cause. For
purposes of this Agreement, “Cause” is defined as (i) the willful and continued
failure by Employee to perform substantially his duties with the Company (other
than any such failure 



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resulting from his
incapacity due to physical or mental illness), or (ii) the willful engaging by
Employee in misconduct which is materially and demonstrably injurious to the
Company. For purposes of this Agreement, no act, or failure to act, on the part
of Employee shall be considered “willful” unless such act was committed, or
such failure to act occurred, in bad faith and without reasonable belief that
Employee’s act or failure to act was in the best interests of the Company.


(e)           Without Cause.  The employment of Employee by the Company
under this Agreement may be terminated without Cause with severance at any time
by Holdings’ Board of Directors in its sole discretion.


(f)            Good Reason.  Employee terminates his employment by the
Company hereunder for Good Reason. For purposes of this Agreement, “Good Reason”
shall mean (i) a failure by the Company to comply with any material provisions
of this Agreement which has not been cured within thirty (30) days after
written notice of such noncompliance has been given to Holdings by Employee,
(ii) any purported termination of Employee which is not effected pursuant to a
Notice of Termination, as defined in Sections 6 and 12 below (and for purposes
of this Agreement no such purported termination shall be effective), (iii) the
assignment to Employee of any duties inconsistent in any material respect with
Section 1 of this Agreement, or any other actions by the Company that result in
a material diminution of Employee’s position, authority, duties or
responsibilities, other than an action that is not taken in bad faith and is
remedied by the Company promptly after receipt of notice thereof from Employee,
(iv) any material reduction in Employee’s Base Salary or benefits or
eligibility under Bonus or benefit plans which is not agreed to by Employee, or
(v) any requirement that Employee be based at any office outside of a 35 mile
radius of the current headquarters office of AMCE; provided, however,
that none of (w) the Merger of Marquee Inc. with and into AMCE as of the
Effective Date, (x) the merger of Marquee Merger Sub Inc., a Delaware
corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”) with and
into Marquee, with Marquee remaining as the surviving corporation, pursuant to
that certain Agreement and Plan of Merger, dated as of June 11, 2007 (the “AMCEH
Merger”), (y)  the 2007 IPO, or (z) the
termination of Marquee’s corporate existence, shall constitute or be deemed to
constitute grounds for Employee’s resignation for Good Reason under this
Agreement.  Employee must notify Holdings
in writing within thirty (30) days of becoming aware of the occurrence of any
of (i) through (v) above in order to receive the payments described in Section
7(c) below.


(g)           Change of Control.  Employee terminates his employment by the
Company hereunder in the event of a Change of Control. Employee must not be the
person or part of a group (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act) which effected the Change of Control, and must notify the
Company in writing of such termination within sixty (60) days after the
occurrence of a Change of Control, in order to receive the payments described
in Section 7(c) below.


(h)           Retirement.  The voluntary retirement by Employee at or
after age 65.


6.             Termination
Procedure.


(a)           Notice of Termination.  Any termination of the Company’s employment
of Employee, either by the Company or by Employee (other than termination
pursuant to Section 5(b)



 3
 









hereof), shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 12. For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall, where applicable, set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Employee under the provisions so indicated.


(b)           Date of Termination.  “Date of Termination” shall mean (i) if
Employee’s employment by the Company is terminated pursuant to Section 5(a) or
5(h) hereof, thirty (30) days after Notice of Termination is given, (ii) if
Employee’s employment by the Company is terminated pursuant to Section 5(b) hereof,
the date of death, (iii) if Employee’s employment by the Company is terminated
pursuant to Section 5(c) hereof, thirty (30) days after Notice of Termination
is given (provided that Employee shall not have again become available
for service to the Company on a regular basis during such thirty (30) day
period), (iv) if Employee’s employment by the Company is terminated pursuant to
Section 5(d), the date specified in the Notice of Termination, and (v) if
Employee’s employment by the Company is terminated for any other reason, the
date on which a Notice of Termination is given; provided, however,
that (i) if Employee’s Date of Termination arising from a termination of
employment pursuant to Section 5(e), (f) or (g) would otherwise occur during a
period that he would be required by the underwriters in an Offering not to buy
or sell any shares obtained on exercise of Employee Options (unless Employee
would be permitted to participate in such Offering on the same economic terms
as investors purchasing shares therein), such Date of Termination shall instead
occur on the first date that such requirement ceases to apply, and (ii) the
Company hereby covenants not to commence an Offering within 90 days after
Employee’s termination of employment pursuant to Section 5(e), (f), (g) or (h),
to the extent Employee would be required by the underwriters in such Offering
not to buy or sell any shares obtained on exercise of Employee Options (unless
Employee would be permitted to participate in such Offering on the same economic
terms as investors purchasing shares therein).


7.             Compensation During
Disability or Upon Termination of Employment.


(a)           During Disability.  During any period that Employee fails to
perform his duties under this Agreement as a result of incapacity due to
physical or mental illness (a “disability period”), Employee shall continue to
receive his Base Salary at the rate then in effect for such period until his
employment by the Company is terminated pursuant to Section 5(c) hereof,
provided that payments so made to Employee during the first 180 days of any
such disability period shall be reduced by the sum of the amounts, if any, paid
to Employee at or prior to the time of any such payment under disability
benefit plans of the Company or under the Social Security disability insurance
program, and which amounts were not previously applied to reduce any such
payment. Employee shall also receive a pro rata portion of the Bonus described
in Section 3(b) pursuant to the Company’s applicable incentive compensation
program (the amount of such pro rated Bonus to be determined as though the
target level for such Bonus was attained (or if no target level, to be
determined as though the target level of 70% of the Base Salary at the rate
then in effect was attained), multiplied by a fraction, the numerator of which
is the number of completed months in the then current Bonus program year and
the denominator of which is 12), as such may exist from time to time.



 4
 









(b)           Termination for Employee Resignation, Cause or
Retirement. If Employee’s employment by the Company is terminated
pursuant to Section 5(a) or (d), the Company shall pay Employee his accrued but
unpaid Base Salary through the Date of Termination at the rate in effect at the
time Notice of Termination is given (the “Accrued Payments”), and the Company
shall have no further obligations to Employee under this Agreement. If Employee’s
employment by the Company is terminated pursuant to Section 5(h), (i) the
Company shall pay Employee the Accrued Payments, (ii) the Company shall pay
Employee a pro rata portion of the Bonus described in Section 3(b) pursuant to
the Company’s applicable incentive compensation program (the amount of such pro
rated Bonus to be determined as though the target level for such Bonus was
attained (or if no target level, to be determined as though the target level of
70% of the Base Salary at the rate then in effect was attained), multiplied by
a fraction, the numerator of which is the number of completed months in the
then current Bonus program year and the denominator of which is 12), as such
may exist from time to time, and (iii) Employee’s outstanding Employee Options
and the restricted stock or restricted stock units granted pursuant to Section
3(d) above shall be 100% vested.


(c)           Termination for Death, Disability, Without Cause or
by Employee for Good Reason or Change of Control.  If Employee’s employment by the Company is
terminated pursuant to Section 5(b), (c), (e), (f) or (g), the Company shall
pay to Employee or Kathleen T. Brown if then living, and if not living, then to
the Trustee of the Peter C. Brown Trust U/T/A July 6, 2006 (the “Trust”),
the Accrued Payments and the compensation payments described in Section
7(c)(i), Employee’s outstanding Employee Options and restricted stock or restricted
stock units granted pursuant to Section 3(d) above shall be 100% vested; provided,
however, that (x) Employee also must have timely notified the Company as
provided in Sections 5(f) and (g), as applicable, in order to receive (i) such
payments and (ii) such Employee Option and restricted stock or restricted stock
unit vesting, and (y) no Employee Option shall be exercisable beyond its
original option term.  All amounts
payable under this Section 7(c) shall be reduced by withholding for applicable
taxes, if any.


(i)            A lump-sum cash
payment equal to the sum of (A) Employee’s Base Salary at the rate in effect on
the Date of Termination for the remainder of the Term, plus (B) the Bonus
described in Section 3(b) pursuant to the Company’s applicable incentive
compensation program (the amount of such Bonus to be determined as if the
target level for such Bonus was attained (or if no target level, to be
determined as though the target level of 70% of the Base Salary at the rate
then in effect was attained), multiplied by the number of years remaining in
the Term (for purposes of (A) and (B) any partial year during the remainder of
the Term shall be treated as an entire year). 
All payments pursuant to this Section 7(c)(i) shall be subject to
Employee’s execution and non-revocation of a mutual release in the form
attached as Exhibit A hereto (with such changes, if any, as are
necessary or advisable to comply with changes in applicable law, stock exchange
or accounting rules) and shall be paid eight days after such release is
submitted to the Company by Employee, which release shall be submitted no
earlier than the Date of Termination, by wire transfer of immediately available
funds in the appropriate amount to an account designated by Employee or his
estate, as the case may be.



 5
 









8.             Indemnification.


(a)           Holdings shall
indemnify Employee to the fullest extent permitted by Delaware law against all
costs, expenses, liabilities and losses (including, without limitation,
attorneys’ fees, judgments, fines, penalties, ERISA liabilities, excise taxes
and amounts paid in settlement) reasonably incurred by Employee in connection
with a Proceeding. For the purposes of this Section, a “Proceeding” shall mean
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, in which Employee is made, or is threatened to be made, a party,
or a witness by reason of the fact that he is or was an officer, director or
employee of Holdings or is or was serving as an officer, director, member,
employee, trustee or agent of any other entity at the request of Holdings.


(b)           Holdings shall advance
to Employee all reasonable and necessary costs and expenses incurred in
connection with a Proceeding within 20 days after receipt by Holdings of a
written request for such advance. Such request shall include an itemized list
of the costs and expenses and an undertaking by Employee to repay to Holdings
the amount of such advance if ultimately it shall be determined that he is not
entitled to be indemnified against such costs and expenses.


(c)           Employee shall not be
entitled to indemnification under this Section unless Employee meets the
standard of conduct specified under Delaware law. Notwithstanding the
foregoing, to the extent permitted by law, neither Section 145(d) of the General
Corporation Law of the State of Delaware nor any similar provision shall apply
to indemnification under this Section, so that if Employee in fact meets the
applicable standard of conduct (as ultimately determined by a court of
competent jurisdiction or as ultimately determined by the arbitrator in
arbitration pursuant to Section 16), he shall be entitled to indemnification
hereunder whether or not Holdings (whether by the Board of Directors of
Holdings, the shareholders, independent legal counsel or other party)
determines that such indemnification is proper or that he has met such
applicable standard of conduct. Neither the failure of Holdings to have made
such a determination prior to the commencement by Employee of any suit or
arbitration proceeding seeking indemnification, nor a determination by Holdings
that Employee has not met such applicable standard of conduct, shall create a
presumption that Employee has not met the applicable standard of conduct.


(d)           Holdings shall be
permitted to settle any Proceeding or claim in any manner other than as would
impose liability on Employee for which he would not be entitled to
indemnification or insurance coverage hereunder. Employee shall not settle any
proceeding without Holdings’ prior written consent, which consent will not be
unreasonably withheld.


(e)           Holdings shall maintain
an insurance policy or policies providing directors’ and officers’ liability
insurance. Employee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of coverage available for any
director or officer of Holdings.


(f)            Employee shall give
Holdings prompt notice of any proceeding which may give rise to a claim for
indemnification. Holdings shall have the right, at its expense, to assume the
defense of any such proceeding.



 6
 









9.             Restrictive Covenants.


(a)           Confidentiality.


(i)            Employee acknowledges
that he knows and in the future will know 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 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.


(ii)           Employee
shall (a) not disclose such information to anyone except in confidence and as
is necessary to the performance of his duties for the Company, (b) keep such
information confidential, (c) take appropriate precautions to maintain the
confidentiality of such information, and (d) not use such information for
personal benefit or the benefit of any competitor or any other person.


(iii)          Upon termination of his employment by the
Company under this Agreement, Employee shall return all materials in his
possession or under his control that were prepared by or relate to the Company
or its affiliates, including, but not limited to, materials containing
confidential information, files, memorandums, price lists, reports, budgets and
handbooks.


(iv)          Employee’s
obligations under this Section 9 shall survive the termination of Employee’s
employment by the Company under this Agreement.


(b)           Noncompetition
and Nonsolicitation.


(i)            From the Effective
Date until twelve (12) months after Employee’s employment termination date,
Employee shall not directly or indirectly (including through another person)
(a) induce or attempt to induce any employee of the Company or any of its subsidiaries
earning total annual remuneration in excess of $100,000 to leave the employ of
such entity to take up employment or engagement in a similar capacity with a
Competitive Business, or in any way interfere with the relationship between the
Company or any of its subsidiaries, on the one hand, and any employee thereof,
on the other hand, (b) on behalf of a Competitive Business hire any person who
was an employee of the Company or any Affiliate of the Company within the
preceding twelve (12) months, (c) solicit any customer, supplier, investor or
other business relation of the Company or any of its subsidiaries with whom
Employee has dealt during the twelve (12) months prior to Employee’s employment
termination or in respect of which Employee was, on termination of employment,
in possession of confidential information, to reduce or cease doing business
with the Company or any of its subsidiaries, (d) engage in any Competitive
Business for Employee’s own account, (e) enter the employ of, or render any
services to, any person engaged in any Competitive Business, or (f) acquire a
material financial interest in any Competitive Business.  Nothing herein shall, however, prohibit
Employee from being a passive owner of not more than 2% of the outstanding
stock of any class of a corporation that is publicly quoted or listed, so long
as Employee has no active participation in the business 



 7
 









of such company or
corporation.  As used herein, activity
undertaken “directly or indirectly” includes any direct or indirect ownership
or profit participation interest in such enterprise, whether as an owner or a
stockholder, member, partner, joint venturer of or otherwise, and includes any
direct or indirect participation in such enterprise as an employee, consultant,
director, officer, licensor or otherwise.


(ii)           “Competitive Business”
means any business that owns, operates or manages any movie theater within a
20-mile radius of any theater (i) being operated by the Company or any of its
subsidiaries at the Date of Termination or (ii) under consideration by the
Company or any of its subsidiaries for opening, pursuant to the Company’s most
current internal reports used to identify and monitor the Company’s new build
theatre deals, at the Date of Termination, including, without limitation, any
major theatrical exhibitors of motion pictures, including but not limited to
Regal Entertainment Group, Cinemark, Carmike Cinemas, National Amusements,
Muvico Theaters, Harkins Theaters or Pacific Theaters.


10.          Equitable Remedies.


The parties acknowledge
that irreparable damage will result to the Company from any violation of
Section 9 above by Employee. The parties expressly agree that, in addition to
any and all remedies available to the Company for any such violation, the
Company shall have the remedy of restraining order and injunction and any such
equitable relief as may be declared or issued to enforce the provisions of
Section 9 above and Employee agrees not to claim in any such equitable
proceeding that a remedy at law is available to the Company. Notwithstanding
anything contained herein to the contrary and if, and only if, any provision of
the type contained in Section 9 above, as the case may be, is enforceable in
the jurisdiction in question, if any one or more of the provisions contained in
such section shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, such provision shall be
construed by limiting and reducing it so as to be enforceable to the extent
compatible with the applicable law in such jurisdiction as it shall then
appear.


11.          Successors; Binding
Agreement.


(a)           Company Successors.  The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all the business of the Company, by agreement in form
and substance satisfactory to Employee, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.


(b)           Employee’s Successors.  This Agreement and all rights hereunder shall
be binding upon, inure to the benefit of and be enforceable by Employee’s
personal or legal representatives and heirs.


12.          Notices.  All notices,
requests, demand or other communications under this Agreement shall be in
writing addressed as follows:


	
  If to AMCE:

  	
   

  	
  AMC Entertainment Inc. 

  
	
   

  	
   

  	
  920 Main Street 

  
	
   

  	
   

  	
  Kansas City, MO 64105 

  
	
  

  	
   

  	
  Attn:General Counsel

  



 



 8
 









 


	
  with a copy to:

  	
   

  	
  O’Melveny & Myers LLP 

  
	
   

  	
   

  	
  Times Square Tower 

  
	
   

  	
   

  	
  7 Times Square 

  
	
   

  	
   

  	
  New York, NY 10036 

  
	
   

  	
   

  	
  Attn:

  	
  Gregory Ezring 

  
	
   

  	
   

  	
   

  	
  Monica K. Thurmond

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  AMC Entertainment Inc. 

  
	
   

  	
   

  	
  920 Main Street 

  
	
   

  	
   

  	
  Kansas City, MO 64105 

  
	
   

  	
   

  	
  Attn:

  	
  Chairman of the Compensation 

  
	
   

  	
   

  	
  Committee

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  AMC Entertainment Inc. 

  
	
   

  	
   

  	
  920 Main Street 

  
	
   

  	
   

  	
  Kansas City, MO 64105 

  
	
   

  	
   

  	
  Attn:

  	
  Chairman of the Audit 

  
	
   

  	
   

  	
  Committee

  
	
   

  	
   

  	
   

  
	
  If to Employee:

  	
   

  	
  to him at the most recent residence 

  
	
   

  	
   

  	
  address as maintained in the 

  
	
   

  	
   

  	
  Company’s payroll records.

  



 


Any such notice, request, demand or other
communication shall be effective as of the date of actual delivery thereof.
Either party may change such notice address by written notice as provided
herein.


13.          Total Compensation.  The
compensation to be paid to Employee under this Agreement shall be in full
payment for all services rendered by Employee in any capacity to the Company or
any Affiliate of the Company. All compensation and benefits provided hereunder
shall be subject to applicable income tax and other corresponding withholding
requirements.


14.          Additional Potential Compensation.  Nothing in this Agreement shall prohibit the
Company from awarding additional compensation to Employee if it is determined
that such compensation is warranted based on Employee’s performance.


15.          Other Provisions.  This
Agreement shall be governed by the laws of the State of Missouri. This
Agreement represents the entire agreement of the parties hereto and shall not
be amended except by a written agreement signed by all the parties hereto. This
Agreement supersedes any prior oral or written agreements or understandings
between the Company or any affiliate of the Company and Employee.  Notwithstanding the foregoing, if an Initial
Public Offering has not occurred prior to December 31, 2007, this Agreement
shall be automatically restored to its appearance as of immediately following
its execution on December 23, 2004 and its amendment on January 26, 2006 (as so
amended, the “Prior Version”) and all terms of this Agreement that did not
appear in the Prior Version shall be null and void ab initio,
provided 



 9
 









however, that (i) Section
1 (“Position”), Section 3(a) (“Base Salary”) and Section 17 (“Section 409A”)
hereof shall remain in effect and clause (iv) of the definition of “Change of
Control” contained in Section 17 of the Prior Version shall be replaced by
clause (d) of the definition of “Change of Control” that appears in the June
11, 2007 Management Stockholders Agreement and the proviso at the end of the “Change
of Control” definition shall exclude from treatment as a Change of Control, in
addition to the events it lists in the Original Agreement, the AMCEH Merger,
(ii) all corresponding section numbering references shall be adjusted to give
effect to the continued existence of Section 17, (iii) “Holdings” as used in
such restored Prior Version shall refer to AMC Entertainment Holdings, Inc.
rather than to Marquee, (iv) the parties shall be the same as the parties to
this Agreement as they appear on the date hereof and Marquee Holdings Inc.
shall be defined as “Marquee,” (iv) the “Company” shall refer collectively to
Holdings, Marquee, and AMC Entertainment Inc, and (v) “Management Stockholders
Agreement” shall refer to the June 11, 2007 Management Stockholders
Agreement.  In the event of any conflict
between the terms of this Agreement and the terms of the Management
Stockholders Agreement, the Option Plan, the Incentive Stock Option Agreement
by and between Holdings and Employee dated on or about the Effective Date (the “ISO
Agreement”), the Non-Qualified Stock Option Agreement by and between Holdings
and Employee dated on or about the Effective Date (the “NQO Agreement”) any
agreement between the Company and Employee regarding Employee Options, or any
agreement evidencing the restricted stock or restricted stock units granted
pursuant to Section 3(d), the terms of this Agreement shall control.  Holdings and Employee hereby amend, effective
as of the date hereof, the ISO Agreement and NQO Agreement solely to replace,
in its entirety, the definition of “Change of Control” contained therein with
the definition of “Change of Control” set forth in Section 18 hereof as if
reprinted therein (it being understood that such amendments shall automatically
be rescinded on January 1, 2008 if an Initial Public Offering has not occurred
before such date).  This Agreement shall
not be assignable by one party without the prior written consent of the other
party, except by the Company if it complies with Section 11 above.  In the event one or more of the provisions
contained in this Agreement or any application thereof shall be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of this Agreement or any other
application thereof shall not in any way be affected or impaired thereby.  Section headings herein have no legal
significance.


16.          Arbitration.  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
arbitrators shall be final and binding upon the parties.


The parties hereto agree that (i) three arbitrators
shall be selected pursuant to the rules and procedures of the American
Arbitration Association, (ii) at least one arbitrator shall be a licensed
attorney, (iii) the arbitrators shall have the power to award injunctive relief
or to direct specific performance, (iv) each of the parties, unless otherwise
provided by applicable law and procedures, shall bear its own attorneys’ fees,
costs and expenses and an equal share of the arbitrators’ and administrative
fees of arbitration, and (v) the arbitrators shall award to the prevailing
party a sum equal to that party’s share of the arbitrators’ and administrative
fees of arbitration.



 10
 









Nothing in this Section shall be construed as
providing Employee a cause of action, remedy or procedure that Employee would
not otherwise have under this Agreement or the law. Employee understands that
in signing this Agreement he is waiving any right that he may have to a jury
trial or a court trial of any legal dispute or claim as set forth above.


17.          Section 409A.  This Agreement is intended to comply with
Section 409A of the Internal Revenue Code of 1986, as amended, and the
published guidance thereunder (“Section 409A”). To the extent any party hereto
reasonably determines that any provision of this Agreement would subject
Employee to the excise tax under Section 409A, the parties agree in good faith
to cooperate to reform this 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.  To the extent required in order
to comply with Section 409A of the Code, amounts that would otherwise be
payable under Section 7 during the six-month period immediately following the
Date of Termination shall instead be paid on the first business day after the
date that is six months following the Executive’s “separation from service”
within the meaning of Section 409A of the Code. 
Nothing contained in this Agreement is intended to constitute a
guarantee of Employee’s personal tax treatment.


18.          Definitions.  For
purposes of this Agreement, the following definitions are applicable:


“2007 IPO” shall mean, for purposes of this Agreement,
one or more of the following events:  (i)
an Initial Public Offering that occurs on or before December 31, 2007, (ii) the
reclassification of Holdings’ capital stock in anticipation of such Initial
Public Offering, (iii) entry by holders of Holdings shares into one or more new
voting agreements in anticipation of such Initial Public Offering, and (iv) the
transactions related to the foregoing.


“Affiliate” shall mean, with respect to any specified
Person:


(i)            any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person; or


(ii)           any other Person that
owns, directly or indirectly, 10% or more of such Person’s Capital Stock or any
officer or director of any such Person or other Person or with respect to any
natural Person, any person having a relationship with such Person by blood,
marriage or adoption not more remote than first cousin.


For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


“Board” shall mean the Board of Directors of Holdings.


“Capital Stock” of any Person shall mean any and all
shares, interests, participations or other equivalents (however designated) of
such Person’s capital stock, including preferred stock, any rights (other than
debt securities convertible into capital stock), warrants or options to acquire
such capital stock.



 11
 









“Change of Control” means the occurrence, after an
Initial Public Offering, of any of the following events:


(i)            the acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) (a “CIC Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of
either (1) the then-outstanding shares of common stock of Holdings (the “Outstanding
Company Common Stock”) or (2) the combined voting power of the then-outstanding
voting securities of Holdings entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”) (except to the extent
that the beneficial ownership in excess of 50% existed at the time of such
acquisition); provided, however, that, for purposes of this
clause (i), the following acquisitions shall not constitute a Change of Control;
(A) any acquisition directly from Holdings, (B) any acquisition by Holdings,
(C) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by Holdings or any Affiliate of Holdings or a successor; and (D)
any acquisition by any entity pursuant to a transaction that complies with
clauses (iii)(1), (2) and (3) below;


(ii)            a change in the Board
or its members such that individuals who, as of the later of the 2007
IPO or the date that is two years prior to such change (the later of such two
dates is referred to as the “Measurement Date”), constitute the Board (the “Incumbent Board”) cease for any reason
to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the Measurement Date
whose election, or nomination for election by Holdings’ stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (including for these purposes, the new members whose election
or nomination was so approved, without counting the member and his predecessor
twice) shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
CIC Person other than the Board;


(iii)          consummation of a reorganization,
merger, statutory share exchange or consolidation or similar corporate
transaction involving Holdings or any of its Subsidiaries, a sale or other
disposition of all or substantially all of the assets of Holdings, or the
acquisition of assets or stock of another entity by Holdings or any of its
Subsidiaries (each, a “Business  Combination”), in each case unless,
following such Business Combination, (1) all or substantially all of the
individuals and entities that were the beneficial owners of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than 50% of the then-outstanding shares of common stock and the combined
voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, an
entity that, as a result of such transaction, owns Holdings or all or
substantially all of assets of Holdings directly or through one or more
subsidiaries (a “Parent”)) in
substantially the same proportions as their ownership immediately prior to such
Business Combination of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities, as the case may be, (2) no CIC Person
(excluding any entity resulting from such Business Combination or a Parent or
any 



 12
 









employee benefit plan (or
related trust) of Holdings or such entity resulting from such Business
Combination or Parent) beneficially owns, directly or indirectly, more than 50%
of, respectively, the then-outstanding shares of common stock of the entity
resulting from such Business Combination or the combined voting power of the
then-outstanding voting securities of such entity, except to the extent that
the ownership in excess of 50% existed prior to the Business Combination, and
(3) at least a majority of the members of the board of directors or trustees of
the entity resulting from such Business Combination or a Parent were members of
the Incumbent Board (determined pursuant to clause (ii) above using the date
that is the later of the Initial Public Offering or the date that is two
years prior to the Business Combination as the Measurement Date) at the time of
the execution of the initial agreement or of the action of the Board providing
for such Business Combination; or


(iv)          approval by the
stockholders of Holdings of a complete liquidation or dissolution of Holdings
other than in the context of a transaction that does not constitute a Change of
Control under clause (iii) above;


provided,
however, that for the avoidance of doubt, the parties hereto agree that
neither (x) the closing of the Merger of Marquee Inc. with and into AMCE as of
the Effective Date, (y) the AMCEH Merger, nor (z) the 2007 IPO shall constitute
or be deemed to cause or result in a Change of Control.


“Common Stock” means common stock of Holdings, par
value $0.01 per share.


“Effective Date” means December 23, 2004 (the date of
the consummation of the Merger).


“Employee Option” means an option to purchase shares
of Common Stock issued under the Option Plan or other equity award plan of
Holdings.


“Exchange Act” means the Securities Exchange Act of
1934, as amended.


“Initial Public Offering” shall mean the first
issuance by Holdings (or its successor), on or before December 31, 2007, of any
class of common equity securities that is required to be registered (other than
on a Form S-8) under Section 12 of the Exchange Act.


“Management Stockholders Agreement” means that certain
Amended and Restated Management Stockholders Agreement by and among Holdings,
certain investors and certain management stockholder parties, dated as of June
11, 2007, or the “Management Stockholders Registration Rights Agreement”
anticipated to succeed such Management Stockholders Agreement in connection
with the Initial Public Offering.


“Merger” means the merger of Marquee Inc. with and
into AMCE pursuant to the Merger Agreement.


“Merger Agreement” means the Agreement and Plan of
Merger by and among Holdings, Marquee Inc. and AMCE, dated as of July 22, 2004.



 13
 









“Offering” means any underwritten public offering
occurring after the Initial Public Offering.


“Option Plan” means the AMC Entertainment Holdings,
Inc. Amended and Restated 2004 Stock Option Plan (f/k/a the 2004 Stock Option
Plan of Marquee Holdings Inc.), as such plan may be amended or restated from
time to time.


“Person” means any individual, corporation,
partnership, limited liability company, joint venture, association, joint stock
company, trust, estate, unincorporated organization or government or any agency
or political subdivision thereof.


“Subsidiary” of a Person means: (i) any corporation of
which more than 50% of the outstanding shares of Capital Stock having ordinary
voting power for the election of directors is owned directly or indirectly by
such Person; and (ii) any partnership, limited liability company, association,
joint venture or other entity in which such Person, directly or indirectly, has
a more than 50% equity interest.


[signature page follows]



 14















THIS AGREEMENT CONTAINS A BINDING
ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.


IN WITNESS WHEREOF, the parties have executed this
Amended and Restated Employment Agreement as of the day and year first above
written.


	
  

  	
   

  	
  AMC ENTERTAINMENT HOLDINGS, 

  INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Craig R.
  Ramsey

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARQUEE HOLDINGS INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Craig R.
  Ramsey

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMC ENTERTAINMENT INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Craig R.
  Ramsey

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   /s/ Peter C.
  Brown

  	
   

  
	
   

  	
   

  	
  PETER C. BROWN, EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  
						



 

















Exhibit A


FORM OF RELEASE AGREEMENT


1.             Release by
Executive.  Peter C. Brown (“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 any of
AMCE 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 employees, officers, directors, divisions, subsidiaries, parents, or
affiliated corporations, 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 with 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 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 Executive pursuant to any of the following: (1) the benefits
due to the Executive in connection with the execution and delivery of this
Release Agreement pursuant to Section 7(c) of the Amended and Restated
Employment Agreement dated as of June 11, 2007 by and between the Company and
Executive; (2) the equity-based awards previously granted by the Company to
Executive as referred to in Exhibit [   ] hereto (which shall be
governed by and subject to termination pursuant to the terms and conditions of
the written agreements evidencing the applicable awards); (3) the Executive’s
right to his benefits pursuant to the Company’s retirement plans or to
Company-provided insurance policies as set forth in Exhibit [   ]
hereto (which benefits equal approximately [$                   ]
in the aggregate); (4) any right that the Executive may have to indemnification
pursuant to the Company’s certificate of incorporation, bylaws or Section 8 of
the Amended and Restated Employment Agreement dated as of March 22, 2007, under
applicable laws with respect to any losses that the Executive may have incurred
or may in the future incur with respect to his past service as an officer or
employee of the Company; and (5) with respect to any such losses, any rights
that the Executive 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.


2.             [[Include if
California law then applicable] 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, 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.”


Executive
acknowledges that he later may discover claims, demands, causes of action or
facts in addition to or different from those which 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 Agreement, may have
materially affected its terms. 
Nevertheless, 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.]


3.             Additional Release
by Executive.  In addition to the
release set forth in Section 1 above, Executive, 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 (collectively, “Known
Claims”), arising out of or in any way connected with Executive’s
employment or any other relationship with or interest in the Company.


4.             ADEA Waiver.  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.  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.             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 Executive, his descendants, dependents, heirs, executors, administrators, 



 2
 








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 with Executive’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 Executive committed or omitted prior to the date of this Agreement;
provided, however, that the foregoing
release does not apply to any breach by Executive of his fiduciary duties to
the Company, to fraud by Executive, or to any claim that cannot be released as
a matter of applicable law.


6.             Additional Release
by the Company.  In addition to the
release set forth in Section 5 above, 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 Executive, any entities he controls, his
descendants, dependents, heirs, executors, administrators, assigns and
successors, from and with respect to any Known Claims.


7.             No Transferred
Claims.  Each party hereto represents
and warrants to the other that he or it, as applicable, has not heretofore
assigned or transferred to any person not a party to this Agreement any
released matter or any part or portion thereof.


[Continued on the next
page.]



 3
 








The undersigned have read
and understand the consequences of this Agreement and voluntarily sign it.  The undersigned declare under penalty of
perjury under the laws of the State of [                    
] that the foregoing is true and correct.


EXECUTED
this                      day
of                
20       , at                                   
County, [State].


	
   

  	
  “Executive”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Peter C. Brown

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMC ENTERTAINMENT HOLDINGS, INC.,

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MARQUEE HOLDINGS INC.,

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 



 4