Exhibit
10.16(a)


 


FIRST AMENDMENT TO EMPLOYMENT SEPARATION


AND GENERAL RELEASE AGREEMENT


THIS FIRST AMENDMENT TO EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT
(the “Amendment”) is made as of the 4th day of April 2007, by
and among Marquee Holdings Inc., a Delaware corporation, AMC Entertainment Inc.,
a Delaware corporation, and American Multi-Cinema, Inc., a Missouri corporation
(collectively, the “Company”), and Philip M. Singleton (“Employee”).


WHEREAS, the Company and Employee entered into that certain Employment Separation
and General Release Agreement dated March 20, 2007 (the “Separation
Agreement”); and


WHEREAS, the Company and Employee mutually desire to amend the Separation
Agreement, in a manner consistent with U.S. Treasury Regulation § 1.424-1(e)(4)(viii),
so as to clarify the vesting and exercisability terms applicable to certain
stock options granted to Employee under the 2004 Stock Option Plan of Marquee
Holdings Inc., as amended on December 23, 2004;


NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the sufficiency of which is hereby acknowledged by the
parties, the parties hereto agree as follows:


1.             Section
IX.A. of the Separation Agreement is hereby deleted in its entirety and the
following substituted in lieu thereof:


“A. 
Holdings granted options to purchase shares of Holdings common stock to
Employee under the 2004 Stock Option Plan of Marquee Holdings Inc., as amended
(the “Plan”) on December 23, 2004 (the “Options”), pursuant to
the agreements set forth on Exhibit D. 
By action of the committee that administers the Plan, all outstanding
Options that had not vested and become exercisable prior to the date hereof
shall be vested and immediately exercisable as of the Separation Date and each
outstanding Option granted pursuant to the Nonqualified Stock Option Agreement
listed on Exhibit D (each such Option, a “Nonqualified Option”) shall
remain exercisable until the earlier of (x) December 31, 2007 or such later
date as may then (as of December 31, 2007) be expressly permitted without the
imposition of tax under Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”) and (y) the date on which such Nonqualified Option
is exercised.  Except as expressly
provided in this Section IX, the Options shall continue to be subject to their
terms as set forth in the Plan and the applicable option agreement thereunder.”


2.             Except
as amended above, the remaining terms, conditions and restrictions of the Separation
Agreement shall remain unmodified and in full force and effect.  No further amendment, alteration or
modification of the Separation Agreement shall be valid unless made in writing
and executed by the Company and Employee.


[Signature page to follow.]


 

















 


                IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed as of the day and year first
above written.


	
   

  	
   

  	 

	
   

  	
   /s/ Philip M. Singleton

  	 

	
   

  	
  Philip
  M. Singleton

  	 

	
   

  	
   

  	 

	
   

  	
  MARQUEE HOLDINGS INC.,

  	 

	
   

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

  	 

	
   

  	
   

  	 

	
   

  	
  By:  

  	
  /s/
  Peter C. Brown

  
	
   

  	
  Name:
  

  	
  Peter
  C. Brown

  
	
   

  	
  Title:
  

  	
  Chairman,
  CEO & President

  
	
   

  	
   

  	 

	
   

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

  	 

	
   

  	
   

  	 

	
   

  	
  By:  

  	
  /s/
  Peter C. Brown

  
	
   

  	
  Name:
  

  	
  Peter
  C. Brown

  
	
   

  	
  Title:
  

  	
  Chairman,
  CEO & President

  
	
   

  	
   

  	 

	
   

  	
  AMERICAN
  MULTI-CINEMA, INC., and its divisions, subsidiaries, parents, and affiliated
  companies, past and present, and each of them

  	 

	
   

  	
   

  	 

	
   

  	
  By:  

  	
  /s/
  Peter C. Brown

  
	
   

  	
  Name: 

  	
  Peter C. Brown

  
	
   

  	
  Title: 

  	
  Chairman, CEO & President