Exhibit 10.49


EMPLOYMENT
AGREEMENT


 


This Employment Agreement is entered into by and among
AMC ENTERTAINMENT INC., a Delaware
corporation (“AMCE”), AMERICAN  MULTI-CINEMA, INC., a Missouri
corporation (“AMC” and, collectively with AMCE, the “Company”), and KEVIN M. CONNOR (“Employee”).
In consideration of the mutual promises and covenants contained herein, the
parties hereto agree as follows:


 


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
Senior Vice President, Legal of AMC Entertainment Inc.


 


2.               Term.  The
term of this Agreement shall commence as of November 6, 2002 and shall
terminate on November 5, 2004 or sooner as provided in Section 6 below (such
period, as it may be extended, the “Term”). On each November 6 hereafter,
commencing in 2003, one year shall be added to the Term of Employee’s
employment with the Company under this Agreement, so that as of each November 6
the Term of Employee’s employment hereunder shall be two (2) years.


 


3.               Compensation.


 


(a)           Base
Salary.  During the Term of
his employment by the Company under this Agreement, Employee shall receive an
annual salary of $225,000.00 (“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 determined by AMCE’s
Chairman of the Board, President and Chief Executive Officer and, if
applicable, the Compensation Committee of the Board of Directors of AMCE.


 


(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 AMCE’s Chairman of the Board, President and
Chief Executive Officer and, if applicable, the Compensation Committee of the
Board of Directors of AMCE, based on the Company’s applicable incentive
compensation program, as such may exist from time to time. Employee shall
receive a one-time special bonus of $50,000 if Employee becomes in-house
General Counsel.


 


(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). 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)           Automobile.
 During the Term of Employee’s
employment by the Company under this Agreement, the Company shall provide
Employee with a Company owned or leased automobile or an equivalent automobile
allowance.


 


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:


 


(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 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 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 AMCE’s Chairman of the Board, President and Chief
Executive Officer in such officer’s sole discretion. In the event of payment of
severance without Cause, Employee shall receive the severance amount specified
in paragraph 7(c) herein and in such case, Employee will not receive severance
under the AMC Severance Pay Plan.


 


 


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(f)             Change
of Control.  Employee
terminates his employment by the Company hereunder due to the occurrence of any
one or more of the events described in clauses (i), (ii) and (iii) below
subsequent to a Change of Control (as defined below), provided that Employee
has given the Company the written Notice of Termination pursuant to Section 6(a)
hereof within sixty (60) days of the occurrence of any such event:


 


(i)              a substantial adverse alteration
in Employee’s responsibilities from those in effect immediately prior to the
Change of Control;


 


(ii)             a reduction in Employee’s Base
Salary below the rate that is in effect immediately prior to the Change of
Control; or


 


(iii)            a material reduction in the benefits
provided to Employee by the Company prior to the Change of Control.


 


For purposes of this
Agreement a “Change of Control” means (i) a merger, consolidation or similar
transaction involving the Company after which holders of the Company’s stock
before such transaction do not own at least 50% of the combined voting power of
all shares generally entitled to vote in the election of the members of the
Board of Directors of the surviving entity, (ii) the acquisition by any person
or group (other than Apollo or the holders of Class B Stock on the Initial
Issuance Date), so long as neither Apollo nor such holders of Class B Stock is
a part of such group (as such term is defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder), of beneficial ownership of at least 50% of the combined voting
power of all shares generally entitled to vote in the election of the members
of the Board of Directors of the Company, or (iii) the sale of all or
substantially all of the assets of the Company or similar transaction (the
determination of aggregate voting power to recognize that the Company’s Class B
Stock has ten votes per share and the Company’s Common Stock has one vote per
share).


 


“Apollo” means Apollo
Management IV, L.P., Apollo Management V, L.P. and their affiliates.


 


“Class B Stock” means the
Class B Stock, par value $0.66 2/3 per share, of the Company.


 


“Common Stock” means the
Common Stock, par value $0.66 2/3 per share, of the Company.


 


“Initial Issuance Date”
means April 19, 2001, the first date of issuance of the Preferred Stock (as
defined in the Investment Agreement described below, which definition is
incorporated herein by this reference) pursuant to the closing of the
Investment Agreement.


 


 


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“Investment Agreement”
means the Investment Agreement entered in as of April 19, 2001 among the
Company and certain investors named therein.


 


(g)                   Retirement.  The
retirement of the 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(a) or (b) hereof),
shall be communicated by written Notice of Termination to the other party
hereto in accordance with Section 11. 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 by Employee’s resignation, retirement or other voluntary departure,
the date of such event, (ii) if Employee’s employment by the Company is
terminated by his death, 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 for Cause, 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.


 


7.              Compensation During Disability or
Upon Termination.


 


(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 (or if there is no target level, at 50% of the Base Salary at the
rate then in effect) was attained, multiplied by a fraction, the numerator of
which is the number of


 


 


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completed months in the
then current Bonus program year and the denominator of which is 12), as such
may exist from time to time.


 


(b)              Termination
for Employee Resignation, Cause or Retirement.  If Employee’s employment by the
Company is terminated pursuant to Section 5(a), (d) or (g), 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, and the
Company shall have no further obligations to Employee under this Agreement. If
Employee’s employment by the Company is terminated by Employee’s retirement,
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 (or
if there is no target level, at 50% 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.


 


(c)               Termination
for Death, Disability, Without Cause or by Employee due to a Change of Control.
 If Employee’s employment by
the Company is terminated prior to April 1, 2003, pursuant to Section 5(b),
(c), (e) or (f), the Company shall pay to Employee or his personal
representative a lump sum amount equal to six months Base Salary (less
withholding for applicable taxes) of Employee in effect on the Date of
Termination. If Employee’s employment by the Company is terminated after March
31, 2003, pursuant to Section 5(b), (c), (e) or (f), the Company shall pay to Employee
or his personal representative a lump sum amount equal to two years Base Salary
(less withholding for applicable taxes) of Employee in effect on the Date of
Termination.


 


8.               Confidentiality.  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.


 


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.


 


 


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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.


 


Employee’s obligation under
this Section 8 shall survive the termination of Employee’s employment by the
Company under this Agreement.


 


9.               Equitable Remedies.  The parties acknowledge that
irreparable damage will result to the Company from any violation of Section 8
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 8
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 8 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.


 


10.             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.


 


 


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


 


	
   

  	
  (a)

  	
  If to the Company, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Keith P. Wiedenkeller

  
	
   

  	
   

  	
  AMC Entertainment Inc.

  
	
   

  	
   

  	
  920 Main

  
	
   

  	
   

  	
  Kansas City, MO 64105

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If to Employee, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kevin M. Connor

  
	
   

  	
   

  	
  804 West 65th Street

  
	
   

  	
   

  	
  Kansas City, Missouri 64113

  



 


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.


 


12.             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.


 


13.             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.


 


14.             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. 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 10 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.


 


15.             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.


 


 


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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.


 


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.


 


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


 


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


 


	
   

  	
  AMC /ENTERTAINMENT INC.,

  
	
   

  	
  a Delaware corporation

   

  
	
   

  	
  By:

  	
   /s/ Peter C.
  Brown

  
	
   

  	
   

  	
  Peter C. Brown, Chairman of the Board,

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN MULTI-CINEMA, INC.

  
	
   

  	
  a Missouri corporation

   

  
	
   

  	
  By:

  	
   /s/ Peter C.
  Brown

  
	
   

  	
   

  	
  Peter C. Brown, Chairman of the Board

  
	
   

  	
   

  	
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   /s/ Kevin M.
  Connor

  
	
   

  	
  KEVIN M. CONNOR, EMPLOYEE

  



 


 


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