AND ENFORCED UNDER THE LAWS OF THE STATE OF
DELAWARE.
SECTION 4.4
CONFORMITY TO SECURITIES LAWS.
THE OPTIONEE ACKNOWLEDGES THAT THE PLAN IS INTENDED TO CONFORM TO THE EXTENT
NECESSARY WITH ALL PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND ANY
AND ALL REGULATIONS AND RULES PROMULGATED THEREUNDER BY THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING WITHOUT LIMITATION RULE 16B-3.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, THE PLAN SHALL BE ADMINISTERED, AND THE OPTION
IS GRANTED AND MAY BE EXERCISED, ONLY IN SUCH A MANNER AS TO CONFORM TO SUCH
LAWS, RULES AND REGULATIONS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
PLAN AND THIS AGREEMENT SHALL BE DEEMED AMENDED TO THE EXTENT NECESSARY TO
CONFORM TO SUCH LAWS, RULES AND REGULATIONS.
SECTION 4.5
AMENDMENT, SUSPENSION AND
TERMINATION.
THE OPTION MAY BE WHOLLY OR PARTIALLY AMENDED OR OTHERWISE
MODIFIED, SUSPENDED OR TERMINATED AT ANY TIME OR FROM TIME TO TIME BY THE
COMMITTEE OR THE BOARD, PROVIDED THAT, EXCEPT AS PROVIDED BY SECTION 7.1 OF THE
PLAN, NEITHER THE AMENDMENT, SUSPENSION NOR TERMINATION OF THIS AGREEMENT SHALL,
WITHOUT THE CONSENT OF THE OPTIONEE, MATERIALLY AND ADVERSELY ALTER OR IMPAIR
ANY RIGHTS OR OBLIGATIONS UNDER THE OPTION.
[signature page follows]
4
IN WITNESS WHEREOF, the parties hereto have executed this Non-Qualified Stock
Option Agreement as of the date first written above.
MARQUEE HOLDINGS INC.
By:
/s/ Craig R. Ramsey
Name: Craig R. Ramsey
Title: Executive Vice President and Chief
Financial Officer
/s/ Travis Reid
Travis Reid
EXHIBIT A
MANAGEMENT STOCKHOLDERS AGREEMENT