Exhibit 10.14(b)


 


 


AMERICAN
MULTI-CINEMA, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


 


As
Amended and Restated Generally Effective January 1, 2006


 


and


 


As
Frozen Effective December 31, 2006


 





















 


AMERICAN MULTI-CINEMA, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


TABLE OF
CONTENTS


 


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  PREAMBLE

  	
  1

  
	
   

  	
   

  
	
  ARTICLE I - DEFINITIONS

  	
  1

  
	
  1.1.

  	
  “Affiliate”

  	
  1

  
	
  1.2.

  	
  “Board”

  	
  1

  
	
  1.3.

  	
  “Code”

  	
  1

  
	
  1.4.

  	
  “Company”

  	
  1

  
	
  1.5.

  	
  “Employer”

  	
  1

  
	
  1.6.

  	
  “Normal Retirement Date”

  	
  2

  
	
  1.7.

  	
  “OBRA 93”

  	
  2

  
	
  1.8.

  	
  “Participant”

  	
  2

  
	
  1.9.

  	
  “Plan”

  	
  2

  
	
  1.10.

  	
  “Qualified Plan”

  	
  2

  
	
  1.11.

  	
  “Qualified Plan Retirement Benefit”

  	
  2

  
	
  1.12.

  	
  “Qualified Plan Surviving Spouse Benefit”

  	
  2

  
	
  1.13.

  	
  “Supplemental Retirement Benefit”

  	
  2

  
	
  1.14.

  	
  “Surviving Spouse”

  	
  2

  
	
  1.15.

  	
  “Supplemental Surviving Spouse Benefit”

  	
  2

  
	
  1.16.

  	
  Gender/Headings Clause

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II - ELIGIBILITY

  	
  3

  
	
   

  	
   

  
	
  ARTICLE III - SUPPLEMENTAL
  RETIREMENT BENEFIT

  	
  3

  
	
  3.1.

  	
  Amount

  	
  3

  
	
  3.2.

  	
  Method of Payment and Commencement of Benefit

  	
  4

  
	
  3.3.

  	
  Actuarial Equivalent

  	
  5

  
	
  3.4.

  	
  No Termination of Employment Benefit

  	
  5

  
	
  3.5.

  	
  Withholding and Taxes

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV – SUPPLEMENTAL
  SURVIVING SPOUSE BENEFIT

  	
  5

  
	
  4.1.

  	
  Amount

  	
  5

  
	
  4.2.

  	
  Method and Commencement of Benefit

  	
  6

  
	
  4.3.

  	
  Death; No Surviving Spouse

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE V - ADMINISTRATION OF
  THE PLAN

  	
  7

  
	
  5.1.

  	
  Administration by the Company

  	
  7

  
	
  5.2.

  	
  General Powers of Administration

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI - AMENDMENT OR
  TERMINATION

  	
  7

  
	
  6.1.

  	
  Amendment or Termination

  	
  7

  
	
  6.2.

  	
  Effect of Amendment or Termination

  	
  7

  



 


i





















 


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE VII - GENERAL PROVISIONS

  	
  7

  
	
  7.1.

  	
  Funding

  	
  7

  
	
  7.2.

  	
  General Conditions

  	
  7

  
	
  7.3.

  	
  No Guaranty of Benefits

  	
  8

  
	
  7.4.

  	
  No Enlargement of Employee Rights

  	
  8

  
	
  7.5.

  	
  Spendthrift Provision

  	
  8

  
	
  7.6.

  	
  Applicable Law

  	
  8

  
	
  7.7.

  	
  Incapacity of Recipient

  	
  8

  
	
  7.8.

  	
  Corporate Successors

  	
  8

  
	
  7.9.

  	
  Unclaimed Benefit

  	
  8

  
	
  7.10.

  	
  Limitations on Liability

  	
  9

  



 


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AMERICAN MULTI-CINEMA, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


The
American Multi-Cinema, Inc. Supplemental Executive Retirement Plan (the “Plan”)
was adopted effective January 1, 1994. The Plan was established and has been
maintained by the Company for the purpose of providing benefits for certain of
its key employees who participate in the Defined Benefit Retirement Income Plan
for Certain Employees of American Multi-Cinema, Inc. (and its Affiliates) based
on their compensation in excess of the maximum recognizable compensation for
qualified retirement plan purposes imposed by Code Section 401(a)(17), as
amended by the Omnibus Budget Reconciliation Act of 1993 (“OBRA 93”), up to the
maximum limit that would have been in effect under Code Section 401(a)(17) (as
indexed), had OBRA 93 not been enacted.


 


Effective
January 1, 2006, the Company is hereby amending and restating the Plan to
update and clarify the application of several of its provisions, to incorporate
a prior amendment, and to bring the Plan into compliance with the requirements
of Code Section 409A effective January 1, 2005.


 


Effective December 31, 2006, the Company has elected to
freeze the Qualified Plan and, therefore, this Plan. A Participant’s
Supplemental Retirement Benefit will be calculated as of December 31, 2006, and
the amount thereof shall not be increased or changed for any reason thereafter.


 


ARTICLE I - DEFINITIONS


 


Wherever
used herein the following terms shall have the meanings hereinafter set forth:


 


1.1.         “Affiliate” means any Employer that is an
affiliate or related to the Company, including an employer that is a member of
a controlled group of corporations with the Company or controlled group of
trades or businesses, as defined in Sections 414(b) and 414(c) of the Code.


 


1.2.         “Board” means the Board of Directors of the
Company.


 


1.3.         “Code” means the Internal Revenue Code of
1986, as amended from time to time, and any regulations relating thereto.


 


1.4.         “Company” means American Multi-Cinema, Inc.,
a Missouri corporation, or, to the extent provided in Section 7.8 below, any
successor corporation or other entity resulting from a merger or consolidation
into or with the Company or a transfer or sale of substantially all of the
assets of the Company.


 


1.5.         “Employer” means the Company and any of its
Affiliates which is an adopting employer under the Qualified Plan and who also
adopts this Plan, their successors and assigns.


 





















 


1.6.         “Normal Retirement Date” means the first day
of the month coinciding with or next following a Participant’s 65th birthday
or, if later, January 1 of the year in which the fifth (5th) anniversary of the
Participant’s commencement of participation in the Qualified Plan occurs.


 


1.7.         “OBRA 93” means the Omnibus Budget
Reconciliation Act of 1993 (which amended Section 401(a)(17) of the Code).


 


1.8.         “Participant” means an employee of the
Company who is a participant under the Qualified Plan (or any successor or
replacement employees’ retirement plan) and to whom or with respect to whom a
benefit is payable under the Plan.


 


1.9.         “Plan” means the AMC Supplemental Executive
Retirement Plan.


 


1.10.       “Qualified Plan” means the Defined Benefit
Retirement Income Plan for Certain Employees of American Multi-Cinema, Inc., as
in effect December 31, 2006.


 


1.11.       “Qualified Plan Retirement Benefit” means
the monthly retirement benefit payable to a Participant pursuant to the
Qualified Plan by reason of his termination of employment with the Company and
all Affiliates for any reason other than death after qualifying for early,
normal or late retirement benefits under the Qualified Plan, the amount of
which benefit has been frozen by the Company as of December 31, 2006.


 


1.12.       “Qualified Plan Surviving Spouse Benefit”
means the monthly retirement benefit payable to the Surviving Spouse of a
Participant pursuant to the Qualified Plan in the event of the death of the
Participant at any time prior to commencement of the payment of his Qualified
Plan Retirement Benefit.


 


1.13.       “Supplemental Retirement Benefit” means the
benefit payable to a Participant pursuant to the Plan by reason of his
termination of employment with the Company for any reason other than death
after qualifying for early, normal or late retirement benefits under the
Qualified Plan and all Affiliates, provided that if such benefit has not
commenced prior to December 31, 2006, it shall be calculated as of that date
and shall not be increased for any reason thereafter.


 


1.14.       “Surviving Spouse” means a person who is
married to a Participant at the date of his death.


 


1.15.       “Supplemental Surviving Spouse Benefit”
means the benefit, if any, payable to a Surviving Spouse pursuant to the Plan.


 


1.16.       Gender/Headings Clause. Words in the masculine
gender shall include the feminine and the singular shall include the plural,
and vice versa, unless qualified by the context. Any Article or Section
headings used herein are included for ease of reference only, and are not to be
construed so as to alter the terms hereof.


 


2





















 


ARTICLE II - ELIGIBILITY


 


A
Participant who is eligible to receive a Qualified Plan Retirement Benefit
after qualifying for early, normal or late retirement benefits under the
Qualified Plan, the amount of which is reduced by reason of the application of
the maximum recognizable compensation imposed by Section 401(a)(17) of the
Code, as in effect on the date for commencement of the Qualified Plan
Retirement Benefit, or as in effect at any time thereafter, shall be eligible
to receive a Supplemental Retirement Benefit. The Surviving Spouse of a
Participant who dies prior to commencement of payment of his Qualified Plan
Retirement Benefit, but after qualifying for an early, normal or late
retirement benefit under the Qualified Plan, shall be eligible to receive a
Supplemental Surviving Spouse Benefit. No employee who was not a Participant
with a Supplemental Retirement Benefit as of December 31, 2006 shall become a
Participant thereafter.


 


ARTICLE III - SUPPLEMENTAL
RETIREMENT BENEFIT


 


3.1.         Amount. The Supplemental Retirement Benefit payable
to an eligible Participant in the form of a straight life annuity over the
lifetime of the Participant only, commencing on his Normal Retirement Date,
shall be a monthly amount equal to the difference between (a) and (b) below:


 


(a)           the monthly amount of the Qualified
Plan Retirement Benefit to which the Participant would have been entitled under
the Qualified Plan if such benefit were computed without giving effect to the
maximum recognizable compensation for qualified retirement plan purposes
imposed by application of Section 401(a)(17) of the Code, as amended by OBRA
93, but rather, for the purpose of this Plan, recognizing a Participant’s
compensation up to the maximum limit that would have been in effect under
Section 401(a)(17) of the Code (as indexed), had OBRA 93 not been enacted;


 


less


 


(b)           the monthly amount of the Qualified
Plan Retirement Benefit actually payable to the Participant under the Qualified
Plan.


 


The
amounts described in (a) and (b) shall be computed as of the date of
termination of employment of the Participant with the Company and all
Affiliates in the form of a straight life annuity payable over the lifetime of
the Participant only, commencing on his Normal Retirement Date.


 


In the
event a Participant’s employment with the Company terminates prior to
qualifying for an early, normal or late retirement benefit under the Qualified
Plan, but the Participant is rehired by the Company and does subsequently
qualify for a benefit hereunder, the amount of the Supplemental Retirement
Benefit payable under 3.1(a) and (b) above shall be based solely upon the
Participant’s service following his reemployment.


 


3





















 


Prior
service with an entity acquired by the Company shall not be included in
determining the amount of Supplemental Retirement Plan Benefit payable under
3.1(a) and (b) above, even if it is included as service under the Qualified
Plan, unless this Plan is amended to specifically include such pre-acquisition
service as service hereunder.


 


No
additional Supplemental Retirement Benefit under this Section 3.1 shall accrue
after December 31, 2006. Any such benefit that may become payable in the future
(if the Participant qualifies for early, normal or late retirement under the
Qualified Plan) shall be calculated as of December 31, 2006, and the amount
thereof will not increase for any reason after that date.


 


3.2.         Method of Payment and Commencement of Benefit. The
Supplemental Retirement Benefit payable to a Participant or Surviving Spouse
shall be paid at such time and in such manner as irrevocably elected by the
Participant in writing (on a form provided by the Company) as of the later of
(a) December 31, 2006 or (b) the last day of the thirty (30) day period
commencing with the Participant’s initial eligibility to participate in the
Plan. Notwithstanding the foregoing, no change in a prior election made by a
Participant prior to December 31, 2006 (as permitted under regulations issued
under Code Section 409A) shall accelerate into 2006 a benefit payable in a
later year, or defer to a later year an amount payable in 2006.


 


A
Participant shall elect irrevocably, at the time and in the manner referred to
above, to receive an amount equal to the Actuarial Equivalent of his benefit,
payable in equal semi-annual installments, over a certain period of from two
(2) to ten (10) years, with such payments to be made on or about January 1 and
July 1 of each year. If the amount of a semi-annual installment would be less
than $1,000, such Participant’s benefit shall be paid instead in annual
installments as of January 1 of each year for which an installment is payable.


 


Notwithstanding
the foregoing, (a) if the Actuarial Equivalent present value of a Participant’s
benefit is less than $10,000 when first payable at the time elected above, the
amount automatically will be paid in a lump sum, whether or not the Participant
has elected installments, or (b) if a Participant elected, prior to January 1,
2006 when first eligible to participate in the Plan, to receive his benefit in
the form of a lump sum payment, such benefit, if any, will be paid in a lump
sum, unless such Participant elects to receive installment payments prior to
December 31, 2006.


 


A
Participant shall elect, in the manner referred to above, to receive his entire
benefit, if payable in a lump sum, or to receive his initial installment
payment, if payable in installments, as of the first day of the month (or as
soon thereafter as administratively feasible) following the Participant’s date
of termination of employment, or as of the first January 1 thereafter.


 


The
Company’s action “freezing” the Plan as of December 31, 2006 shall not
accelerate the commencement of a Participant’s benefit, if any, prior to the
time of payment otherwise provided under this Section 3.2, nor shall such
action cause any benefit to “vest” or entitle a 


 


4





















 


Participant to a benefit the Participant was not
otherwise entitled to hereunder had the freeze not occurred.


 


3.3.         Actuarial Equivalent. A Supplemental Retirement
Benefit which is payable in a lump sum, or which commences at any time prior to
the Participant’s Normal Retirement Date, shall be the actuarial equivalent of
the Supplemental Retirement Benefit set forth in Section 3.1 above. The amount
of any lump sum payment will be reduced by early retirement factors, if
applicable, and the lump sum amount will be calculated using the same actuarial
adjustments as those specified in the Qualified Plan with respect to
determination of the amount of the Qualified Plan Retirement Benefit on the
date for commencement of payments hereunder.


 


3.4.         No Termination of Employment Benefit. No benefit is
payable hereunder if a Participant’s employment with the Company terminates for
any reason (or no reason) before the earliest of the dates he qualifies for
early, normal or late retirement benefits under the Qualified Plan. The Company’s
action freezing the Plan as of December 31, 2006 does not affect the fact that
benefits will be forfeited as a result of a pre-retirement termination of
employment. A Participant may qualify for a Supplemental Retirement Benefit
after December 31, 2006 if the Participant qualifies for early, normal or late
retirement after that date and was a Participant as of December 31, 2006.


 


Notwithstanding
the foregoing or any other provision of this Plan, a Participant (1) who was
terminated by the Company between January 1, 2005 and June 30, 2005, as a part
of an announced corporate reorganization, and (2) who had earned at least
fifteen (15) years of Vesting Service under the Qualified Plan as of such
Participant’s date of termination, shall be entitled to the Supplemental
Retirement Benefit accrued through December 31, 2004 when (and if) he or she
qualifies for early, normal or late retirement benefits under the Qualified
Plan, to be paid pursuant to the terms of this Plan, as determined by the Company.


 


3.5.         Withholding and Taxes. The Company may withhold,
for income or employment tax purposes, from any benefit payable hereunder, any
appropriate amount which is required or permitted by applicable law. A
Participant remains solely liable for all taxes owed (other than the Company’s
share of employment taxes) on all benefits or payments hereunder and shall
indemnify and hold the Company harmless in connection therewith. Failure of a
Participant to forward payment to the Company promptly upon its request of any
amount which the Company is required to withhold (if funds payable to the
Participant from which such amount could be withheld are not available) shall
be grounds to forfeit any benefit otherwise paid or payable to the Participant
hereunder.


 


ARTICLE IV - SUPPLEMENTAL
SURVIVING SPOUSE BENEFIT


 


4.1.         Amount. If a Participant dies prior to commencement
of payment of his Qualified Plan Retirement Benefit under circumstances in
which a Qualified Plan Surviving Spouse Benefit is payable to his Surviving Spouse,
then a Supplemental Surviving Spouse Benefit will be payable to his Surviving
Spouse as hereinafter provided. The monthly amount of 


 


5





















 


the Supplemental
Surviving Spouse Benefit payable to a Surviving Spouse shall be equal to the
difference between (a) and (b) below:


 


(a)           the monthly amount of the Qualified
Plan Surviving Spouse Benefit to which the Surviving Spouse would have been
entitled under the Qualified Plan if such benefit were computed without giving
effect to the maximum recognizable compensation for qualified retirement plan
purposes imposed by application of Section 401(a)(17) of the Code as amended by
OBRA 93, but rather, for the purpose of this Plan, recognizing a Participant’s
compensation up to the maximum limit that would have been in effect under
Section 401(a)(17) of the Code (as indexed), had OBRA 93 not been enacted;


 


less


 


(b)           the monthly amount of the Qualified
Plan Surviving Spouse Benefit actually payable to the Surviving Spouse under
the Qualified Plan.


 


No
additional Supplemental Surviving Spouse Benefit under this Section 4.1 shall
accrue after December 31, 2006. Any such benefit that may become payable in the
future shall be calculated as of December 31, 2006, and the amount thereof will
not increase, or change for any reason (other than death benefit adjustments),
after that date.


 


4.2.         Method and Commencement of Benefit. Except as
hereinafter provided, a Supplemental Surviving Spouse Benefit shall be payable,
commencing on the date for commencement of payment of the Qualified Plan
Surviving Spouse Benefit to the Surviving Spouse, in semi-annual installments,
as elected by the Participant at the time, in the manner, and subject to the
limitations described in, Section 3.2. Notwithstanding the foregoing, a
Supplemental Surviving Spouse Benefit shall be payable in an Actuarial
Equivalent (as defined in Section 3.3) lump sum amount if the Participant
elected, at the time and in the manner described in Section 3.2, a lump sum
method of payment of any Supplemental Surviving Spouse Benefit.


 


In no
event shall the Company’s action in freezing the Plan as of December 31, 2006
be construed as entitling a Surviving Spouse to a benefit such Surviving Spouse
would not otherwise have been entitled to had the Plan freeze not occurred.


 


4.3.         Death; No Surviving Spouse. No death benefit is
payable hereunder if a Participant who has not commenced receiving benefit
payments hereunder dies without being survived by a spouse prior to his Normal
Retirement Date. If a Participant who is not survived by a Surviving Spouse
dies after his Normal Retirement Date and before he commences receiving benefit
payments under Article III hereof, his designated Beneficiary shall be entitled
to receive benefits under this Article IV, computed in the same manner that a
Surviving Spouse Benefit would have been calculated under this Plan and payable
in the form of payment determined pursuant to Section 4.2 above.


 


6





















 


ARTICLE V - ADMINISTRATION OF THE
PLAN


 


5.1.         Administration by the Company. The Company shall be
responsible for the general operation and administration of the Plan and for
carrying out the provisions thereof.


 


5.2.         General Powers of Administration. All provisions
set forth in the Qualified Plan with respect to the administrative powers and
duties of the Company, payment of expenses of administration, and the
procedures for filing claims and appealing claim denials, shall also be
applicable with respect to this Plan. The Company shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions and reports
furnished by any actuary, accountant, controller, counsel or other person
employed or engaged by the Company with respect to the Plan. The Company may
exercise all administrative duties and rights hereunder in its sole discretion.


 


ARTICLE VI - AMENDMENT OR
TERMINATION


 


6.1.         Amendment or Termination. The Company expressly
reserves the right to amend or terminate the Plan at any time and in any
manner, in its sole discretion, without prior notice to, or the consent of, any
party. Any such amendment or termination shall be adopted pursuant to a
resolution of the Board and shall be effective, retroactively or prospectively,
as of the date specified in such resolution.


 


6.2.         Effect of Amendment or Termination. No amendment or
termination of the Plan shall deprive a Participant or Surviving Spouse of any
Supplemental Retirement Benefit or Supplemental Surviving Spouse Benefit,
payment of which has commenced prior to the effective date of such amendment or
termination or which would be payable if the Participant terminated employment
for any reason on such effective date. The Company’s action freezing the Plan
as of December 31, 2006 was not a termination of the Plan. The provisions of
the Plan not affected by the freeze as set forth in this restatement of the
Plan continue in full force and effect.


 


ARTICLE VII - GENERAL PROVISIONS


 


7.1.         Funding. The Plan shall be and remain at all times
unfunded and unsecured, and no provision shall at any time be made with respect
to segregating any assets of the Company for payment of any benefits hereunder.
No Participant, Surviving Spouse or any other person shall have any interest in
any particular assets of the Company by reason of the right to receive a
benefit under the Plan and any such Participant, Surviving Spouse or other
person shall have only the rights of a general unsecured creditor of the
Company with respect to any rights under the Plan.


 


7.2.         General Conditions. Any Qualified Plan Retirement
Benefit or Qualified Plan Surviving Spouse Benefit, or any other benefit
payable under the Qualified Plan, shall be paid solely in accordance with the
terms and conditions of the Qualified Plan and nothing in this Plan 


 


7





















 


shall operate or be
construed in any way to modify, amend or affect the terms and provisions of the
Qualified Plan.


 


7.3.         No Guaranty of Benefits. Nothing contained in the
Plan shall constitute a guaranty by the Company or any other entity or person
that the assets of the Company will be sufficient to pay any benefit hereunder.


 


7.4.         No Enlargement of Employee Rights. No Participant
or Surviving Spouse shall have any right to a benefit under the Plan except in
accordance with the terms of the Plan. Neither the establishment of the Plan
nor any provision hereof shall be construed to give any Participant the right
to be retained in the service of the Company or an Employer.


 


7.5.         Spendthrift Provision. No interest of any person or
entity in, or right to receive a benefit under, the Plan shall be subject in
any manner to sale, transfer, assignment, pledge, attachment, garnishment, or
other alienation or encumbrance of any kind; nor may such interest or right to
receive a benefit be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.


 


7.6.         Applicable Law. The Plan shall be construed and
administered under the laws of the State of Missouri, to the extent such laws
are not preempted by the Employee Retirement Income Security Act of 1974 (“ERISA”)
and valid regulations promulgated thereunder. The Plan also shall be construed
and enforced so as to comply with the provisions of Code Section 409A and
regulations thereunder, effective January 1, 2005.


 


7.7.         Incapacity of Recipient. If any person entitled to
a benefit payment under the Plan is deemed by the Company to be incapable of
personally receiving and giving a valid receipt for such payment, then, unless
and until claim therefor shall have been made by a duly appointed guardian or
other legal representative of such person, the Company may provide for such
payment or any part thereof to be made to any other person or institution then
contributing toward or providing for the care and maintenance of such person. Any
such payment shall be a payment for the account of such person and a complete
discharge of any liability of the Company and the Plan therefor.


 


7.8.         Corporate Successors. The Plan shall not be
automatically terminated by a transfer or sale of assets of the Company or by
the merger or consolidation of the Company into or with any other corporation
or other entity, but the Plan shall be continued after such sale, merger or
consolidation only if and to the extent that the transferee, purchaser or
successor entity agrees to continue the Plan. In the event that the Plan is not
continued by the transferee, purchaser or successor entity, then the Plan shall
terminate subject to the provisions of Section 6.2.


 


7.9.         Unclaimed Benefit. Each Participant shall keep the
Company informed of his current address and the current address of his spouse. The
Company shall not be obligated to 


 


8





















 


search for the
whereabouts of any person. If the location of a Participant is not made known
to the Company within three (3) years after the date on which payment of the
Participant’s Supplemental Retirement Benefit may first be made, payment may be
made as though the Participant had died at the end of the three-year period. If,
within one additional year after such three-year period has elapsed, or, within
three years after the actual death of a Participant, the Company is unable to
locate any Surviving Spouse of the Participant, then the Company shall have no
further obligation to pay any benefit hereunder to such Participant or
Surviving Spouse or any other person and such benefit shall be irrevocably
forfeited.


 


7.10.       Limitations on Liability. Notwithstanding any of
the preceding provisions of the Plan, neither the Company nor any individual
acting as an employee or agent of the Company shall be liable to any
Participant, former Participant, Surviving Spouse or any other person for any
claim, loss, liability or expense incurred in connection with the Plan.


 


IN WITNESS
WHEREOF, the Company has executed this Plan document this 28th
day of December, 2006, to be effective generally as of January 1, 2006.


 


 


	
   

  	
  AMERICAN MULTI-CINEMA, INC.,

  
	
   

  	
  the “Company”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Keith P.
  Wiedenkeller

  	
   

  
	
   

  	
   

  	
  Keith P.
  Wiedenkeller

  
	
   

  	
   

  	
  SVP of Human
  Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMC
  CARD PROCESSING SERVICES, 

  INC., an “Employer”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kevin M.
  Connor

  	
   

  
	
   

  	
   

  	
  Kevin M. Connor

  
	
   

  	
   

  	
  Senior Vice
  President

  



 


9