Amendment No. 1 to Separation Agreement, Fred W. Van Noy




 Exhibit 10.29 
 AMENDMENT NUMBER ONE TO THE 
 SEPARATION AGREEMENT 
 THIS AMENDMENT (“Amendment”) is entered into by and between Fred W. Van Noy (“Executive”) and Carmike Cinemas, Inc.
(“Carmike”) as of the date set forth below. 
 WITNESSETH: 
 WHEREAS, on
[                            ],
[            ], Carmike entered into a Separation Agreement (the “Separation Agreement”) with Executive to address certain benefits payable to Executive upon termination of
employment; 
 WHEREAS, Carmike and Executive desire to amend the Separation Agreement to bring the Separation Agreement into compliance with
§ 409A of the Internal Revenue Code and to make certain additional amendments; 
 NOW THEREFORE, the Separation Agreement is hereby
amended as follows effective as of the date this Amendment is executed: 
 § 1 
 By amending § 2.1(b) to read in its entirety as follows: 
 “(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 separates from service (within the meaning of § 409A of the Code);” 
 § 2 
 By amending § 2.1(c) to
read in its entirety as follows: 
 “(c)(1) Each outstanding and nonvested 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 each outstanding stock option shall (notwithstanding the terms under which such
option was granted) remain exercisable for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment) or for the remainder of the period described in § 2.1(b), whichever
is less, 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; and” 








 § 3 
 By amending § 2.1(d) to read in its entirety as follows: 
 “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, however, Executive shall pay 100% of
the cost of such coverage and any tax liability and Carmike shall reimburse Executive for such tax liability and Carmike’s portion of such coverage as soon as practical after Executive pays such costs. Further, if Carmike cannot provide such
coverage under Carmike’s employee benefit plans, policies or programs, either Carmike shall provide such coverage and benefits to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive (with
Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive for such tax liability and Carmike’s portion of such coverage as soon as practical after Executive pays such costs) or Carmike shall
reimburse Executive for Executive’s cost to purchase such coverage and benefits and for any tax liability for such reimbursements. 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,” 
 § 4 
 By
amending § 2.1, Separation Benefit, to add a new § 2.1(e) to read as follows: 
 “(e) if
Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. Reg. § 409A-1(i)), then each payment to which Executive is entitled under § 2.1(b)
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 § 409A of the Code).”

 § 5 
 By amending
§ 2, Compensation and Benefits, to add a new § 2.5 to read as follows: 
 “Asset Sales. If Carmike
engages in a Change of Control under § 1.5(d) as a result of a sale or disposition of 50% or more of the assets or business of Carmike and the purchaser of such assets does not expressly agree to assume this Agreement and all of
Carmike’s obligations under this Agreement as part of the asset purchase agreement, Executive shall have the right to resign as of the Effective Date of such Change in Control and such resignation shall be treated as a resignation for Good
Reason during this Protection Period.” 








 § 6 
 By amending § 3.1, No Solicitation of Suppliers or Vendors, to read in its entirety as follows: 
 “Executive will not, during the Restricted Period, for purposes of competing with Carmike in the business of operating movie theatres and related concessions, solicit or seek to solicit on Executive’s own
behalf or on behalf of any other person or entity, any other person or entity that directly or indirectly provides goods or services to Carmike, including the provision of movies, popcorn or other concession stand products, or 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.” 
 § 7 
 By
amending § 4, Tax Protection, to add the following sentence to the end of such section to read as follows: 
 “Notwithstanding the foregoing, to the extent necessary to avoid the imposition of an additional tax under § 409A of the Code, any Gross Up Payment owed under this § 4 shall be paid no earlier than six months and
one day after Executive has a “separation from service” (as defined under § 409A of the Code) from Carmike and no later than December 31 of the calendar year after the calendar year in which taxes are remitted by
Executive.” 
 § 8 
 By
amending § 5.1, Assignment, to read in its entirety as follows: 
 “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.” 
 § 9 
 By amending § 5.5, Attorneys Fees, to read in its entirety as follows:

 “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 date Executive has a “separation from service” (as “separation from service” is defined in Treas. Regs. § 1.409A-1(h)). To the extent that reasonable
attorneys’ fees or expenses are incurred with respect to claims related to Executive’s Protection Period after such payment date, Carmike shall pay any additional reasonable attorneys’ fees and other reasonable expenses incurred since
the last payment date 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. However, no payments shall be made after the third anniversary
of the date the last applicable statute of limitations has run, and no payments shall be made for any expenses for a calendar year if Carmike cannot reasonably reimburse such expenses before 









 
December 31 of the following calendar year. 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.” 
 § 10 
 By amending § 5.9 to provide for written notice to Carmike to be directed to the attention of the General Counsel by substituting the language
“Attention: General Counsel” for “Attention: Chief Financial Officer” each place “Attention: Chief Financial Officer” appears in such section. 
 § 11 
 By amending § 5, Miscellaneous Provisions, to add a new
§ 5.13 to read as follows: 
 “5.13 Compliance with § 409A of the Code. To the extent this
Agreement is subject to § 409A of the Code, the Executive and Carmike intend all payments under this Agreement to comply with the requirements of such section, and this Agreement shall, to the extent practical, be operated and administered
to effectuate such intent. To the extent necessary to avoid adverse tax consequences under § 409A of the Code, the timing of any payment under this Agreement shall be delayed until six months and one day after the Executive has a
separation from service in a manner consistent with § 409A of the Code.” 
 IN WITNESS WHEREOF, Carmike and Executive have
executed this Amendment to the Separation Agreement this 19th day of December, 2008. 
  

			
	CARMIKE CINEMAS, INC.
		
	 By:
	 	 /s/ Lee Champion

	
	EXECUTIVE
		
	 By:
	 	 /s/ Fred W. Van Noy