Exhibit 10.19


 


 


AMERICAN
MULTI-CINEMA, INC.

RETIREMENT ENHANCEMENT PLAN


 


 


As Amended and Restated Generally
Effective January 1,2006

and As Frozen Effective December 31,2006


 





















 


AMERICAN
MULTI-CINEMA, INC.

RETIREMENT ENHANCEMENT PLAN


 


TABLE OF
CONTENTS


 


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION I - DEFINITIONS

  	
  1

  
	
   

  	
  1.1

  	
   

  	
  “Accrued Benefit”

  	
   

  	
  1

  
	
   

  	
  1.2

  	
   

  	
  “Actuarial Equivalent”

  	
   

  	
  1

  
	
   

  	
  1.3

  	
   

  	
  “Administrator”

  	
   

  	
  1

  
	
   

  	
  1.4

  	
   

  	
  “Affiliate”

  	
   

  	
  1

  
	
   

  	
  1.5

  	
   

  	
  “Basic Retirement Plan”

  	
   

  	
  2

  
	
   

  	
  1.6

  	
   

  	
  “Basic Retirement Plan Benefit”

  	
   

  	
  2

  
	
   

  	
  1.7

  	
   

  	
  “Board of Directors”

  	
   

  	
  2

  
	
   

  	
  1.8

  	
   

  	
  “Code”

  	
   

  	
  2

  
	
   

  	
  1.9

  	
   

  	
  “Company”

  	
   

  	
  2

  
	
   

  	
  1.10

  	
   

  	
  “Compensation”

  	
   

  	
  2

  
	
   

  	
  1.11

  	
   

  	
  “Early Retirement Date”

  	
   

  	
  2

  
	
   

  	
  1.12

  	
   

  	
  “Effective Date”

  	
   

  	
  2

  
	
   

  	
  1.13

  	
   

  	
  “Enhancement Plan Benefit”

  	
   

  	
  2

  
	
   

  	
  1.14

  	
   

  	
  “Final Average Compensation”

  	
   

  	
  2

  
	
   

  	
  1.15

  	
   

  	
  “Normal Retirement Date”

  	
   

  	
  3

  
	
   

  	
  1.16

  	
   

  	
  “Officer”

  	
   

  	
  3

  
	
   

  	
  1.17

  	
   

  	
  “Participant”

  	
   

  	
  3

  
	
   

  	
  1.18

  	
   

  	
  “Plan”

  	
   

  	
  3

  
	
   

  	
  1.19

  	
   

  	
  “Surviving Spouse”

  	
   

  	
  3

  
	
   

  	
  1.20

  	
   

  	
  “Total and Permanent Disability” or “Disability”

  	
   

  	
  3

  
	
   

  	
  1.21

  	
   

  	
  “Year of Service”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION II - ELIGIBILITY TO
  PARTICIPATE

  	
   

  	
  3

  
	
   

  	
  2.1

  	
   

  	
  Eligibility

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION III - ELIGIBILITY FOR
  AND AMOUNT OF BENEFITS

  	
   

  	
  4

  
	
   

  	
  3.1

  	
   

  	
  Eligibility

  	
   

  	
  4

  
	
   

  	
  3.2

  	
   

  	
  Normal Retirement Benefit

  	
   

  	
  4

  
	
   

  	
  3.3

  	
   

  	
  Early Retirement Benefit

  	
   

  	
  5

  
	
   

  	
  3.4

  	
   

  	
  Deferred Retirement Benefit

  	
   

  	
  5

  
	
   

  	
  3.5

  	
   

  	
  Death While Actively Employed and Prior to
  Commencement of Benefits

  	
   

  	
  5

  
	
   

  	
  3.6

  	
   

  	
  Death After Commencement of Benefits

  	
   

  	
  5

  
	
   

  	
  3.7

  	
   

  	
  Disability Benefit

  	
   

  	
  6

  
	
   

  	
  3.8

  	
   

  	
  Forfeiture Upon Termination of Employment

  	
   

  	
  6

  
	
   

  	
  3.9

  	
   

  	
  Maximum Annual Payment

  	
   

  	
  7

  



 


i





















 


	
  SECTION IV - FORM AND
  COMMENCEMENT BENEFITS

  	
   

  	
  7

  
	
   

  	
  4.1

  	
   

  	
  Form of Benefits

  	
   

  	
  7

  
	
   

  	
  4.2

  	
   

  	
  Commencement of Benefits

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION V - AMENDMENT AND
  TERMINATION

  	
   

  	
  8

  
	
   

  	
  5.1

  	
   

  	
  Amendment or Termination

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION VI - ADMINISTRATION

  	
   

  	
  8

  
	
   

  	
  6.1

  	
   

  	
  Administrator

  	
   

  	
  8

  
	
   

  	
  6.2

  	
   

  	
  Claims Procedure

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION VII - MISCELLANEOUS

  	
   

  	
  9

  
	
   

  	
  7.1

  	
   

  	
  No Effect on Employment Rights

  	
   

  	
  9

  
	
   

  	
  7.2

  	
   

  	
  Funding

  	
   

  	
  9

  
	
   

  	
  7.3

  	
   

  	
  Spendthrift Provisions

  	
   

  	
  9

  
	
   

  	
  7.4

  	
   

  	
  Applicable Law

  	
   

  	
  10

  
	
   

  	
  7.5

  	
   

  	
  Incapacity of Recipient

  	
   

  	
  10

  
	
   

  	
  7.6

  	
   

  	
  Unclaimed Benefit

  	
   

  	
  10

  
	
   

  	
  7.7

  	
   

  	
  Select Group

  	
   

  	
  10

  
	
   

  	
  7.8

  	
   

  	
  Gender and Number

  	
   

  	
  10

  



ii





















 


AMERICAN
MULTI-CINEMA, INC.

RETIREMENT ENHANCEMENT PLAN


 


American
Multi-Cinema, Inc. (“AMC”) adopted this nonqualified retirement plan, effective
March 29, 1996, in order to retain the services of certain key executives in
their executive capacities with AMC or its Affiliates and to provide
appropriate total retirement compensation to those executives. The Plan was
amended effective July 31, 2003.


 


Effective
January 1, 2006, AMC is amending and restating the Plan to update and clarify
the application of several of its provisions, to incorporate the 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 Basic Retirement Plan and, therefore, this Plan. Consistent with the manner
in which the Basic Retirement Plan is being frozen, a Participant’s frozen
Accrued Benefit will be calculated based on Compensation earned, Years of
Service credited, and all applicable offsets under Section 3.2, all determined
and fixed as of December 31, 2006.


 


SECTION I

DEFINITIONS


 


When
used herein, the following terms shall have the meanings set forth below unless
the context clearly indicates otherwise:


 


1.1           “Accrued Benefit”
means the Normal Retirement Benefit calculated pursuant to Section 3.2 as of
any date of determination. Prior to age 65, the Participant’s Primary Social
Security benefit will be estimated using the Basic Retirement Plan valuation
assumptions, and the Participant’s estimated benefits under Section 3.2(a)(iv) will
be calculated by (i) projecting the amount of the various account balances to a
Participant’s Normal Retirement Date using the long term rate of return used
for the most recent Basic Retirement Plan valuation and (ii) converting that
amount to an annuity using the interest and mortality assumptions used at the
time to convert the Basic Retirement Plan benefit into a lump sum amount.


 


1.2           “Actuarial Equivalent”
means the equivalent actuarial value, determined using the actuarial factors
selected by the Administrator, based upon the advice of the consulting actuary
retained by the Administrator.


 


1.3           “Administrator”
means the Company or such other person or persons as may be designated by the
Board.


 


1.4           “Affiliate”
means any trade or business entity, or a predecessor company of such entity, if
any, which is a member of a controlled group of corporations of which the
Company is also a member.


 


1





















 


1.5           “Basic Retirement Plan”
means the Defined Benefit Retirement Income Plan for Certain Employees of
American Multi-Cinema, Inc., as amended from time to time.


 


1.6           “Basic Retirement Plan
Benefit” means the Actuarially Equivalent annual benefit to which a
Participant is entitled from the Basic Retirement Plan. The Basic Retirement
Plan Benefit is based upon the accrued monthly benefit to which a Participant
is entitled, payable in the form of a single life annuity commencing on the Participant’s
Normal Retirement Date and ending on the first day of the month during which
the Participant’s death occurs. No additional Basic Retirement Plan Benefit
will be accrued after December 31.2006.


 


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


 


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


 


1.9           “Company” means
American Multi-Cinema, Inc. and any successor to it.


 


1.10         “Compensation”
means the Participant’s annual base salary, including salary deferrals under
Code Sections 401(k) and for 125, and a Participant’s cash bonus under the
Company’s annual incentive program, but excluding any long term incentive compensation
awards (including but not limited to stock options, restricted stock and deferred
stock or cash awards) and any other special compensation. No Compensation earned
by a Participant after December 31,2006 shall be included for any purpose hereunder.


 


1.11         “Early Retirement Date”
means the earliest date on which the Participant has attained age 55, has been
credited with at least fifteen (15) Years of Service, and has attained the
fifth anniversary of such Participant’s initial date of participation
hereunder.


 


1.12         “Effective Date”
means March 29, 1996, the first day of the Company’s 1997 fiscal year. The
general Effective Date of this amendment and restatement of the Plan is January
1, 2006; the effective date of those provisions intended to bring the Plan into
compliance with Code Section 409A is January 1, 2005.


 


1.13         “Enhancement Plan Benefit”
means the benefit payable in accordance with the Plan. No additional
Enhancement Plan Benefit shall accrue after December 31, 2006.


 


1.14         “Final Average
Compensation” means the average of the Participant’s Compensation
earned during the last three (3) complete calendar years of employment with the
Company prior to commencing payments under the Plan, which average shall be calculated
in the same manner as under the Basic Retirement Plan but which shall not be recalculated
if a Participant works beyond his Normal Retirement Date. The calculation of
Final Average Compensation shall not include any calendar years beginning after
December 31,2006.


 


2





















 


1.15         “Normal Retirement Date”
means the date on which the Participant attains age 65, but in no event earlier
than the date as of which the Participant has completed five (5) Years of
Service with the Company.


 


1.16         “Officer” means
an employee of the Company who has been appointed by the Board of Directors to
a position as a corporate officer at or above the title of Vice President.


 


1.17         “Participant”
means any Officer who meets the eligibility requirements of, and is designated
and approved as set forth in, Section 2.1.


 


1.18         “Plan” means
this American Multi-Cinema, Inc. Retirement Enhancement Plan.


 


1.19         “Surviving Spouse”
means the spouse of an active or retired Participant who is legally married to
the Participant on the Participant’s date of death.


 


1.20         “Total and Permanent
Disability” or “Disability”
means a Participant (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than 3 months
under an accident and health plan covering employees of the Company.


 


1.21         “Year of Service”
means each calendar year prior to a Participant’s Normal Retirement Date during
which the employee is credited with employment on a full-time basis, provided
that the employee is employed by the Company or an Affiliate for the entire
calendar year. In the year during which the employee’s employment (or reemployment)
commencement date or death, disability or retirement date occurs, such employee’s
Years of Service shall also include a partial Year of Service (expressed in terms
of completed months) for the applicable portion of the year in question. No additional
Year(s) of Service shall be credited after December 3 1, 2006.


 


SECTION II

ELIGIBILITY TO PARTICIPATE


 


2.1           Eligibility. An
Officer of the Company shall be eligible to become a Participant of the Plan at
such time, if any, as he or she is designated and approved for participation by
the Board of Directors, in its discretion. The Officers designated as Participants
as of the Effective Date of this restatement of the Plan are shown on Exhibit A
attached hereto. No Officer(s) shall first become eligible to participate in
the Plan after December 31,2006.


 


3





















 


SECTION III

ELIGIBILITY FOR AND AMOUNT OF BENEFITS


 


3.1           Eligibility. Each
Participant is eligible to receive an Enhancement Plan Benefit beginning on or
after the Participant’s Early Retirement Date or Normal Retirement Date, unless
the Enhancement Plan Benefit is forfeited as hereinafter provided.


 


3.2           Normal Retirement Benefit.


 


(a)           The Enhancement Plan Benefit of a
Participant who reaches his Normal Retirement Date shall be an annual amount
payable monthly for the life of the Participant commencing on the first day of
the month following such Normal Retirement Date equal to (i) minus (ii) minus
(iii) minus (iv), where (i), (ii), (iii) and (iv) are:


 


(i)            Sixty
percent (60%) of the Participant’s Final Average Compensation;


 


(ii)           (ii)
the Participant’s Basic Retirement Plan Benefit;


 


(iii)          (iii)
the Participant’s Primary Social Security benefit at age 65 or, if later, the
Participant’s Normal Retirement Date;


 


(iv)          (iv)
an amount equal to an annual annuity commencing at the Normal Retirement Date
attributable to the Company’s contributions (but not attributable to the
Participant’s contributions, as applicable) to the AMC SERP Plan adopted
effective January 1, 1994, the American Multi-Cinema, Inc. 401(k)


 


Savings
Plan, and the AMC Nonqualified Deferred Compensation Plan.


 


(b)           In calculating a Participant’s
Accrued Benefit hereunder, the amounts attributable to each benefit source
under Section 3.2 shall be determined using the actual benefit payable from
such benefit source, if payments from such source already have commenced at the
time of calculation. If such amount from each benefit source is not payable in
the form of a life annuity, the amount determined under Sections 3.2(a)(ii), 3.2(a)(iii)
and 3.2(a)(iv) as appropriate shall be the amount of an actuarially equivalent life
annuity commencing on the later of the date such benefit commences and the date
the Enhancement Plan Benefits commence.


 


(c)           If a Participant has completed fewer
than 25 Years of Service, the benefit calculated in Subsection (a)(i) above
shall be adjusted by multiplying the benefit by a fraction, the numerator of
which is the Participant’s Years of Service at the date of determination and
the denominator of which is 25.


 


(d)           Notwithstanding any provision hereof
to the contrary, because the Company has “frozen” the Plan as of December
31,2006, with no additional Enhancement Plan Benefits to accrue thereafter:


 


4





















 


(i)            the
benefit of a Participant who has not retired prior to December 31,2006 shall be
based on amounts determined under Section 3.2(a)(i) to (iv) above as of
December 31, 2006 (based on the methods of calculation described in Section
1.1) and shall be frozen as of said date;


 


(ii)           a
Participant’s frozen benefit will be calculated based only on his Years of
Service credited as of December 31, 2006, with the amount of such benefit
subject to reduction as described in Section 3.2(c) above; and


 


(iii)          if
a Participant is not eligible under Section 3.3 below for an Early Retirement
Benefit as of December 31,2006, he nevertheless may qualify for an Early
Retirement Benefit or a Normal Retirement Benefit based on his employment with
the Company after December 31, 2006, provided any benefit to which he may
become entitled shall equal the amount of his “frozen” benefit calculated as of
December 31, 2006, shall be subject to reduction under Section 3.3, and shall
be subject to the other terms and provisions hereof.


 


3.3           Early Retirement Benefit.
A Participant who has attained his Early Retirement Date and has retired
thereafter (or whose employment has terminated previously under the
circumstances described in Section 3.8(d)) shall receive a monthly retirement
benefit in an amount equal to his Accrued Benefit, reduced by six and two thirds
percent (6 213%) for each of the first five years by which commencement
precedes age 65 and an additional three and one-third percent (3 113%)for each
year by which such commencement precedes age 60. In each case, such reductions
shall be applied on a pro-rata basis for less than full years.


 


3.4           Deferred Retirement
Benefit. A Participant’s Accrued Benefit shall commence at his
Normal Retirement Date whether or not the Participant continues to be employed
by the Company.


 


3.5           Death While Actively
Employed and Prior to Commencement of Benefits. If a Participant
dies while actively employed before his Enhancement Plan Benefit has commenced,
the Participant’s Surviving Spouse, if any, shall be entitled to receive a
monthly benefit for life commencing on the first day of the month coincident with
or following the later of (a) the Participant’s death and (b) the date the
Participant would have first become eligible to receive his Enhancement Plan
Benefit under Section 3.1 based on his Years of Service at the time of his
death. The amount of this benefit shall be 50% of the Participant’s Accrued
Benefit actuarially reduced for payment as a 50% Joint & Contingent
annuity, and further reduced, as applicable, under Section 3.3 for commencement
before the Participant’s attainment of age 65.


 


3.6           Death After Commencement
of Benefits. If a Participant dies after his Enhancement Plan
Benefit has commenced, his beneficiary shall be entitled to receive the amount
payable, if any, under the form of benefit elected by such Participant. If a Participant
dies after he has retired but prior to commencement of his benefit, his election
under Section 4.1 shall be void and his Surviving Spouse shall be entitled to
the benefit described in Section 3.5.


 


5





















 


3.7           Disability  Benefit. Upon Total and Permanent Disability, a Participant shall
be entitled to an immediate annual disability benefit, payable for the life of
the Participant, equal to his Accrued Benefit determined under Section 3.2 as
of his date of disability but without reduction by reason of early
commencement, payable commencing as of the first day of the month following the
date of such disability, but reduced by the monthly benefit amount, if any,
under any long term disability plan or policy provided by the Company.


 


3.8           Forfeiture Upon
Termination of Employment.


 


(a)           If a Participant’s employment with
the Company or an Affiliate terminates for any reason other than death,
Disability, or under the circumstances described in Section 3.8(d) below, prior
to such Participant’s Early Retirement Date, the Participant shall forfeit all
right to any benefit under the Plan.


 


(b)           If a Participant voluntarily
terminates his employment with the Company or an Affiliate or the Participant’s
employment is terminated by the Company other than for Cause (as defined
below), after the Participant’s Early Retirement Date, the Participant shall be
entitled to receive his Accrued Benefit under Section 3.2 or 3.3, as applicable.


 


(c)           If a Participant’s employment is
terminated by the Company for Cause, at any time, including after his Early
Retirement Date or Normal Retirement Date, the Participant shall forfeit all
rights to benefits under the Plan. Termination “for Cause” means termination
upon:


 


(i)            the
willful and continued failure by the Participant to perform substantially his
duties with the Company (other than any such failure resulting from
disability), after a written demand for substantial performance is delivered to
the Participant by the Company, which demand specifically identifies the manner
in which the Company believes the Participant has not substantially performed
his duties, or


 


(ii)           the
willful engaging by the Participant in conduct that is demonstrably and
materially injurious to the Company, monetarily or otherwise.


 


(d)           If a Participant’s termination of
employment with the Company or an Affiliate, at any time, is deemed by the
Company to have occurred as a result of Change of Control and does in fact
occur within six (6) months before or eighteen (18) months following the
effective date of such Change of Control, the Participant shall be entitled to
receive the amount of his Accrued Benefit, calculated under Section 3.2 and payable
at the time determined under Section 4.2.


 


A “Change
in Control” of the Company for purposes of this Section 3.8, shall be (a) as
defined from time to time in the Participant’s Employment Agreement with the
Company, or (b) if no such employment agreement is in effect, as defined in the
2004 Stock Option Plan of Marquee Holdings Inc. Notwithstanding the foregoing,
to the extent that a distribution from the 


 


6





















 


Plan is to commence solely by reason of a Change in Control,
such distribution shall not commence (and shall be delayed until another event permitting
distribution hereunder occurs), unless the facts and circumstances giving rise to
the Change in Control also constitute a “change of control event” as defined in
Code Section 409A(a)(2)(A)(v)and regulations thereunder.


 


(e)           Notwithstanding any of the foregoing
to the contrary, if a Participant’s employment terminates by reason of
circumstances constituting a “disability” under the terms of the Participant’s
Employment Agreement with the Company, but which circumstances do not also
constitute a “Total and Permanent Disability” under Section 1.20 above, the
Participant shall be entitled to the benefit described in Section 3.7 (“Disability
Benefit”), but such benefit only will commence when the Participant has a
separation from service with the Company and its Affiliates (within the meaning
of Code Section 409A).


 


3.9           Maximum Annual Payment.
In the event the payment of all or any portion of an annual Enhancement Plan
Benefit would be nondeductible by the Company or any Affiliate in any year
under the terms of Section 162(m)of the Code, such nondeductible amount shall
be deferred and paid in a lump sum as soon as practicable in the immediately following
year.


 


SECTION IV

FORM AND COMMENCEMENT BENEFITS


 


4.1           Form of Benefits.
Upon commencement of benefits pursuant to Sections 3.2, 3.3 or 3.4, a
Participant shall be deemed to have elected to receive his Enhancement Plan
Benefit as a life annuity or, prior to the later of (i) the Participant’s
initial date of eligibility to participate in the Plan and (ii) December 31,
2006, the Participant may irrevocably elect to receive his Enhancement Plan
Benefit in such alternate annuity form as would be permitted (at the time of
the Participant’s election) under the then terms of the Basic Retirement Plan. Any
alternative form of annuity shall be the Actuarial Equivalent of the
Participant’s Accrued Benefit payable as a life annuity. Failure to make a
timely election will be deemed to be an ejection of the life annuity form of benefit.


 


4.2           Commencement of Benefits.
An Enhancement Plan Benefit payable to a Participant pursuant to Sections 3.2,
3.3 or 3.4 shall commence to be paid on the first day of the month coincident
with or next following the Participant’s termination of employment (other than
for Cause) on or after his Early Retirement Date and, in any event, coincident
with or next following his Normal Retirement Date, unless calculation of the
benefit or other circumstances as reasonably determined by the Administrator cause
a temporary delay in such payment. In the event payment of a Participant’s
benefit is delayed more than thirty (30) days beyond the date the Participant
otherwise would be entitled to the payment hereunder, the amount of such
delayed payment(s) shall be increased by an interest factor equal to the then
actuarially assumed rate of return under the Basic Retirement Plan. An
Enhancement Plan Benefit payable to a Surviving Spouse pursuant to Section 3.5
or 3.6 shall commence as set forth in Section 3.5 or 3.6. An Enhancement Plan
Benefit payable by reason of Section 3.8(d) shall commence as of the Participant’s
Early Retirement Date.


 


7





















 


SECTION V

AMENDMENT AND TERMINATION


 


5.1           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 amendment or termination shall be adopted pursuant
to a resolution of the Board of Directors and shall be effective, retroactively
or prospectively, as of the date specified in such resolution. No amendment or
termination of the Plan shall deprive any Participant or Surviving Spouse of
any Enhancement Plan Benefit currently being paid or payable under the Plan.


 


SECTION VI

ADMINISTRATION


 


6.1           Administrator. The
Plan shall be administered by the Administrator, which shall have the authority
to interpret the Plan, to determine eligibility hereunder, to determine the
nature and amount of benefits and to decide and settle disputes relative to the
rights of any party under the Plan, all in its sole discretion. Any
construction or interpretation of the Plan and any determination of fact in
administering the Plan made in good faith by the Administrator shall be final
and conclusive upon all parties for all Plan purposes. All interpretations of
the Plan or determinations of entitlement to benefits shall be in writing,
signed by authority of the Administrator.


 


6.2           Claims Procedure.


 


(a)           The Administrator shall prescribe a
form for the presentation of claims under the terms of this Plan.


 


(b)           Upon presentation to the
Administrator of a claim on the prescribed form, the Administrator shall make a
determination of the validity thereof. If the determination is adverse to the
claimant, the Administrator shall furnish to the claimant within 90 days after
the receipt of the claim a written notice setting forth the following:


 


(i)            the
specific reason or reasons for the denial;


 


(ii)           specific
references to pertinent provisions of the Plan on which the denial is based;


 


(iii)          a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and


 


(iv)          appropriate
information as to the steps to be taken if the claimant wishes to submit his or
her claim for review.


 


8





















 


(c)           In the event of a denial of a claim,
the claimant or his or her duly authorized representative may appeal such
denial to the Administrator for a full and fair review of the adverse
determination. Claimant’s request for review must be in writing and made to the
Administrator within 60 days after receipt by claimant of the written notification
required under Section 6.2(b); provided, however, such 60-day period shall be
extended if circumstances so warrant. Claimant or his or her duly authorized representative
may submit issues and comments in writing which shall be given full consideration
by the Administrator in its review.


 


(d)           The Administrator may, in its sole
discretion, conduct a hearing. A request for a hearing made by claimant will be
given full consideration. At such hearing, the claimant shall be entitled to
appear and present evidence and be represented by counsel.


 


(e)           A decision on a request for review
shall be made by the Administrator not later than 60 days after receipt of the
request; provided, however, in the event of a hearing or other special
circumstances, such decision shall be made not later than 120days after receipt
of such request. If it is necessary to extend the period of time for making a
decision beyond 60 days after the receipt of the request, the claimant shall be
notified in writing of the extension of time prior to the beginning of such
extension.


 


(f)            The Administrator’s decision on
review shall state in writing the specific reasons and references to the Plan
provisions on which it is based. Such decision shall be promptly provided to
the claimant. If the decision on review is not furnished in accordance with the
foregoing, the claim shall be deemed denied on review.


 


SECTION VII

MISCELLANEOUS


 


7.1           No Effect on Employment
Rights. Neither the establishment of the Plan nor anything contained
herein will confer upon any Participant the right to be retained in the service
of the Company or any Affiliate nor limit the right of the Company or any Affiliate
to discharge or otherwise deal with a Participant without regard to the
existence of the Plan.


 


7.2           Funding. The
Plan shall be and remain at all times unfunded and unsecured, and no provisions
shall at any time be made with respect to segregating any assets of the Company
for payment of 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. To the extent that the
Participant or any other person acquires a right to receive benefits under this
Plan, such right shall be no greater than the right of any unsecured general
creditor of the Company.


 


7.3           Spendthrift Provisions.
No benefit payable under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge prior to actual receipt thereof by the payee, and any attempt so to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge prior to such
receipt shall be void; and the Company 


 


9





















 


shall not be liable in
any manner for or subject to the debts, contracts, liabilities, engagements or
torts of any person entitled to any benefit under the Plan.


 


7.4           Applicable Law.
The Plan is established under and will be construed according to the laws of
the State of Missouri, to the extent that 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.


 


7.5           Incapacity of Recipient.
In the event a Participant or Surviving Spouse is declared incompetent and a
conservator or other person legally charged with the care of the person or the
estate of the Participant or Surviving Spouse is appointed, any benefits under
the Plan to which such Participant or Surviving Spouse is entitled shall be
paid to the conservator or other person legally charged with the care of the
Participant. Except as provided in the preceding sentence, should the
Administrator, in its discretion, determine that a Participant or Surviving
Spouse is unable to manage personal affairs, the Administrator may make
distributions to any person for the benefit of the Participant or Surviving
Spouse.


 


7.6           Unclaimed Benefit.
Each Participant shall keep the Company informed of a current address and the
current address of the Participant’s Surviving Spouse. The Administrator shall
not be obligated to 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 any payment of the Participant’s Enhancement Plan Benefit may be made,
such benefit shall be forfeited but will be reinstated if a claim therefore is
filed by the Participant or his legal representative.


 


7.7           Select Group. This
Plan is “maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees”
of the Company and is intended to qualify as a “Top Hat” plan under ERISA.


 


7.8           Gender and Number.
The masculine gender, where appearing herein, shall be deemed to include the
feminine gender, and the singular shall be deemed to include the plural, unless
the context clearly indicates to the contrary.


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its
authorized officers this 20th day of December, 2006.


 


	
   

  	
   

  	
  AMERICAN
  MULTI-CINEMA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kevin M.
  Connor

  	
   

  	
  By:

  	
  /s/ Keith P.
  Wiedenkeller

  	
   

  
	
   

  	
  Kevin M. Connor

  	
   

  	
  Keith P.
  Wiedenkeller

  
	
   

  	
  Senior Vice
  President

  	
   

  	
  SVP of Human
  Resources

  
						



 


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EXHIBIT A


 


PARTICIPANTS ON THE EFFECTIVE DATE
OF THE 

RESTATEMENT OF THE PLAN


 




	
  Chairman & CEO

  	
   

  	
  Peter C. Brown

  
	
  EVP & COO

  	
   

  	
  Phillip M. Singleton

  






 


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