Exhibit
10.1
INDEMNITY AGREEMENT
This Indemnity Agreement, dated as of
, 2006, is made by and
between Regal Entertainment Group, a Delaware corporation (the "Company"), and
(the "Indemnitee").
RECITALS
A.
THE COMPANY IS AWARE THAT COMPETENT AND EXPERIENCED PERSONS ARE
INCREASINGLY RELUCTANT TO SERVE AS DIRECTORS, OFFICERS OR AGENTS OF CORPORATIONS
UNLESS THEY ARE PROTECTED BY COMPREHENSIVE LIABILITY INSURANCE OR
INDEMNIFICATION, DUE TO INCREASED EXPOSURE TO LITIGATION COSTS AND RISKS
RESULTING FROM THEIR SERVICE TO SUCH CORPORATIONS, AND DUE TO THE FACT THAT THE
EXPOSURE FREQUENTLY BEARS NO REASONABLE RELATIONSHIP TO THE COMPENSATION OF SUCH
DIRECTORS, OFFICERS AND OTHER AGENTS.
B.
THE STATUTES AND JUDICIAL DECISIONS REGARDING THE DUTIES OF DIRECTORS AND
OFFICERS ARE OFTEN DIFFICULT TO APPLY, AMBIGUOUS, OR CONFLICTING, AND THEREFORE
FAIL TO PROVIDE SUCH DIRECTORS, OFFICERS AND AGENTS WITH ADEQUATE, RELIABLE
KNOWLEDGE OF LEGAL RISKS TO WHICH THEY ARE EXPOSED OR INFORMATION REGARDING THE
PROPER COURSE OF ACTION TO TAKE.
C.
PLAINTIFFS OFTEN SEEK DAMAGES IN SUCH LARGE AMOUNTS AND THE COSTS OF
LITIGATION MAY BE SO LARGE (WHETHER OR NOT THE CASE IS MERITORIOUS), THAT THE
DEFENSE AND/OR SETTLEMENT OF SUCH LITIGATION IS OFTEN BEYOND THE PERSONAL
RESOURCES OF DIRECTORS, OFFICERS AND OTHER AGENTS.
D.
THE COMPANY BELIEVES THAT IT IS UNREASONABLE FOR ITS DIRECTORS, OFFICERS
AND AGENTS AND THE DIRECTORS, OFFICERS AND AGENTS OF ITS SUBSIDIARIES TO ASSUME
THE RISK OF JUDGMENTS AND OTHER EXPENSES WHICH MAY OCCUR IN CASES IN WHICH THE
DIRECTOR, OFFICER OR AGENT RECEIVED NO PERSONAL BENEFIT OR WAS NOT CULPABLE.
E.
THE COMPANY RECOGNIZES THAT THE ISSUES IN CONTROVERSY IN LITIGATION
AGAINST A DIRECTOR, OFFICER OR AGENT OF A CORPORATION SUCH AS THE COMPANY OR ITS
SUBSIDIARIES ARE OFTEN RELATED TO THE KNOWLEDGE, MOTIVES AND INTENT OF SUCH
DIRECTOR, OFFICER OR AGENT, THAT HE OR SHE IS USUALLY THE ONLY WITNESS WITH
KNOWLEDGE OF THE ESSENTIAL FACTS AND EXCULPATING CIRCUMSTANCES REGARDING SUCH
MATTERS, AND THAT THE LONG PERIOD OF TIME WHICH USUALLY ELAPSES BEFORE THE TRIAL
OR OTHER DISPOSITION OF SUCH LITIGATION OFTEN EXTENDS BEYOND THE TIME THAT THE
DIRECTOR, OFFICER OR AGENT CAN REASONABLY RECALL SUCH MATTERS AND MAY EXTEND
BEYOND THE NORMAL TIME FOR RETIREMENT FOR SUCH DIRECTOR, OFFICER OR AGENT WITH
THE RESULT THAT HE OR SHE, AFTER RETIREMENT OR IN THE EVENT OF HIS OR HER DEATH,
HIS OR HER SPOUSE, HEIRS, EXECUTORS OR ADMINISTRATORS MAY BE FACED WITH LIMITED
ABILITY AND UNDUE HARDSHIP IN MAINTAINING AN ADEQUATE DEFENSE, WHICH MAY
DISCOURAGE SUCH A DIRECTOR, OFFICER OR AGENT FROM SERVING IN THAT POSITION.
F.
BASED UPON THEIR EXPERIENCE AS BUSINESS MANAGERS, THE BOARD OF DIRECTORS
OF THE COMPANY (THE "BOARD") HAS CONCLUDED THAT, TO RETAIN AND ATTRACT TALENTED
AND EXPERIENCED INDIVIDUALS TO SERVE AS DIRECTORS, OFFICERS AND AGENTS OF THE
COMPANY AND ITS SUBSIDIARIES AND TO ENCOURAGE SUCH INDIVIDUALS TO TAKE THE
BUSINESS RISKS NECESSARY FOR THE SUCCESS OF THE COMPANY AND ITS SUBSIDIARIES, IT
IS NECESSARY FOR THE COMPANY TO CONTRACTUALLY INDEMNIFY ITS DIRECTORS, OFFICERS
AND AGENTS AND THE DIRECTORS, OFFICERS AND AGENTS OF ITS