Exhibit 10.1
NON-QUALIFIED (NON-ISO) STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), made
as of the 18th day of June, 1999 (the "Date of Grant"), by and between AMC
Entertainment Inc. ("AMCE") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Grantee"),
evidences the grant, by AMCE, of a Stock Option (the "Option") to
the Grantee on such date and the Grantee's acceptance of the Option in
accordance with the provisions of the AMCE 1994 Stock Option and
Incentive Plan, as amended (the "Plan"). AMCE and the Grantee agree as
follows:
1.Shares Optioned and Option Price. The Grantee shall have an
option to purchase 15,500 shares of AMCE Common Stock for $17.6875
per share, subject to the terms and conditions of this Agreement and
of the Plan, the provisions of which are hereby incorporated herein by
reference.
The shares subject to the Option are not, nor are they intended to
be, Incentive Stock Option (ISO) shares as described in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2.Vesting. Except as otherwise provided in section 3 below or
in the Plan, this Option shall be deemed vested with respect to
the number of shares described in section 1 as follows: (a) the right to
purchase 50% of the shares subject to this Option shall be vested as of the
Date of Grant, and (b) the right to purchase the balance of the shares
subject to this Option shall be vested on the first anniversary of the Date
of Grant. Notwithstanding the foregoing provisions of this section 2, if the
Grantee's employment with AMCE or a subsidiary (as defined in the
Plan) terminates on account of death, disability (as defined in the
Plan) or retirement (as defined in the Plan), or if the Grantee's
employment is terminated for any reason within one year after the Occurrence of
a Change in Control Event (as defined in the Plan), whether such
termination is voluntary or involuntary, the Option shall be deemed vested as to
all shares described in section 1 hereof as of the date of such
termination of employment.
3.Exercise Period. The Option may be exercised from time to
time with respect to all or any number of the then unexercised shares
as to which the Option has vested under section 2, on any regular
business day of AMCE at its then executive offices, until the earliest to occur
of the following dates:
(a) the tenth anniversary of the Date of Grant;
(b) the first anniversary of the date of the Grantee's
termination of employment with AMCE and all Subsidiaries (as
defined in the Plan) on account of death or disability;
(c) the third anniversary of the Grantee's retirement;
(d) the date three (3) months following the date upon which the
Grantee's employment with AMCE and all Subsidiaries terminates
for any reason other than those described in subsections (b) or (c) next
above or in (e) below; or
(e) the date Grantee is terminated for cause, provided that for
purposes of this Option no termination of employment occurring
within one year after the occurrence of a Change in Control Event shall
be deemed a termination for cause.
4.Exercise.
(a) During the period that the Option is exercisable, it may be
exercised in full or in part by the Grantee, his or her legal
representatives, guardian or Successor, as defined in the Plan,
by delivering or mailing written notice of the exercise to the
Secretary of AMCE. The written notice shall be signed by each person
entitled to exercise the Option and shall specify the address and Social
Security number of each such person. If any person other than
the Grantee purports to be entitled to exercise all or any portion of
the Option, the written notice shall be accompanied by proof,
satisfactory to the Secretary of AMCE, of that entitlement.
(b) The written notice shall be accompanied by full payment of
the exercise price for the shares as to which the Option is
exercised either (i) in cash, certified or bank cashier's check or money
order, payable to AMCE, (ii) in shares of AMCE Common Stock that have
been held by the Grantee for at least six months and evidenced by
certificates either endorsed or with stock powers attached
transferring ownership to AMCE, with an aggregate Fair Market Value (as
defined in the Plan) equal to said exercise price on the date the written
notice is received by the Secretary, or (iii) in any combination of the
foregoing.
(c) Notwithstanding the provisions of subsection (b) next above,
shares acquired through the exercise of an Incentive Stock Option
granted under the Plan or any predecessor stock option plan
providing for options on shares of AMCE Common Stock may be used as payment
at exercise hereunder only if such shares have been held for at
least 12 months following such acquisition.
(d) The written notice of exercise will be effective and the
Option shall be deemed exercised to the extent specified in the
notice on the date that the written notice (together with required
accompaniments respecting payment of the exercise price) is
received by the Secretary of AMCE at its then executive offices during
regular business hours.
5.Transfer of Shares; Tax Withholding.
(a) As soon as practicable after receipt of an effective written
notice of exercise and full payment of the exercise price as
provided in section 4 above, the Secretary of AMCE shall cause ownership
of the appropriate number of shares of AMCE Common Stock to be
transferred to the person or persons exercising the Option by having a
certificate or certificates for such number of shares registered in the name of
such person or persons and shall have each certificate delivered to
the appropriate person. Notwithstanding the foregoing, if AMCE or a
Subsidiary requires reimbursement of any tax required by law to
be withheld with respect to shares of AMCE Common Stock, the
Secretary shall not transfer ownership of shares until the required payment
is made.
(b) Subject to the approval of the Committee and to the
provisions of the Plan, the Grantee may satisfy his tax
withholding obligations hereunder by electing to have shares otherwise
issuable upon exercise of this Option withheld, which shares shall have a
Fair Market Value on the date of exercise equal to the amount of
Grantee's tax withholding liability resulting from such exercise. Any such
election shall be made at or prior to exercise of the Option by
delivering written notice thereof to the Secretary of the
Company.
6.Transferability. Except for assignments made with the
Committee's prior written approval (which may be denied or
conditioned in the sole discretion of the Committee), the rights under this
Agreement may not be transferred except by will or the laws of
descent and distribution or pursuant to a qualified domestic relations
order as defined in the Code or Title I of the Employment Retirement
Income Security Act, or the rules promulgated thereunder. The rights
under this Agreement may be exercised during the lifetime of the
Grantee only by the Grantee (or by his guardian, legal representative or
Successor, as defined in the Plan). The terms of this Option shall be
binding upon the executors, administrators, heirs, successors, and
assigns of the Grantee.
7.Authorized Leave. Authorized leaves of absence from AMCE or a
Subsidiary shall not constitute a termination of employment for
purposes of the Agreement. For purposes of this Agreement, an
authorized leave of absence shall be an absence while the Grantee
is on military leave, sick leave, or other bona fide leave of
absence so long as the Grantee's right to employment with AMCE or a
Subsidiary is guaranteed by statute, contract, or company policy.
8.Requirements of Law. This Option may not be exercised if the
issuance of shares of AMCE Common Stock upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. The Grantee, as a condition to
his exercise of this Option, shall represent to AMCE that the shares
of AMCE Common Stock to be acquired by exercise of this Option are
being acquired for investment and not with a present view to
distribution or resale, unless counsel for AMCE is then of the opinion that such
a representation is not required under the Securities Act of 1933
or any other applicable law, regulation, or rule of any governmental
agency.
9.Forfeiture. To the extent this Option is unexercised, it will
be forfeited along with all rights thereunder effective as of the
date the Committee determines that the Grantee, at any time during the
period of the Grantee's employment and for one (1) year
thereafter, without the Committee's written consent, engaged directly or
indirectly in any manner or capacity as principal, agent, partner, officer,
director, employee, or otherwise, in any business or activity
competitive with the business conducted by AMCE or its
Subsidiaries, in the geographic area in which AMCE or its Subsidiaries does
business, or in any manner which is inimical to the best interests of AMCE.
IN WITNESS WHEREOF, The Compensation Committee of the Board of
Directors has approved this Agreement and AMCE, by its duly
authorized officer, and the Grantee have signed this Agreement as of the date
first above written.
AMC ENTERTAINMENT INC.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, Co-Chairman, President & Chief
Financial Officer
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Grantee
The Grantee acknowledges receipt of copies of the Plan and the
Prospectus respecting the Plan. The Grantee represents that he is
familiar with the terms and provisions of the Plan and Prospectus.
The Grantee hereby accepts this Option subject to all the terms and
provisions of the Plan, including but not limited to Section 20 ("Adjustments
for Corporate Changes") thereof. The Grantee hereby agrees to accept
as binding, conclusive, and final all decisions and interpretations
of the Board of Directors and, where applicable, the Committee (as
defined in the Plan), respecting any questions arising under the Plan.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Grantee
NON-QUALIFIED (NON-ISO) STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), made
as of the 18th day of June, 1999 (the "Date of Grant"), by and between AMC
Entertainment Inc. ("AMCE") and ▇▇▇▇▇▇▇ ▇. ▇▇▇ (the "Grantee"), evidences the
grant, by AMCE, of a Stock Option (the "Option") to the Grantee on such date and
the Grantee's acceptance of the Option in accordance with the provisions of the
AMCE 1994 Stock Option and Incentive Plan, as amended (the "Plan"). AMCE
and the Grantee agree as follows:
1.Shares Optioned and Option Price. The Grantee shall have an
option to purchase 42,750 shares of AMCE Common Stock for $17.6875 per
share, subject to the terms and conditions of this Agreement and of the
Plan, the provisions of which are hereby incorporated herein by reference.
The shares subject to the Option are not, nor are they intended to be,
Incentive Stock Option (ISO) shares as described in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
2.Vesting. Except as otherwise provided in section 3 below or
in the Plan, this Option shall be deemed vested with respect to the
number of shares described in section 1 as follows: (a) the right to purchase
50% of the shares subject to this Option shall be vested as of the Date of
Grant, and (b) the right to purchase the balance of the shares subject to this
Option shall be vested on the first anniversary of the Date of Grant.
Notwithstanding the foregoing provisions of this section 2, if the Grantee's
employment with AMCE or a subsidiary (as defined in the Plan) terminates on
account of death, disability (as defined in the Plan) or retirement (as defined
in the Plan), or if the Grantee's employment is terminated for any reason within
one year after the Occurrence of a Change in Control Event (as defined in the
Plan), whether such termination is voluntary or involuntary, the Option shall be
deemed vested as to all shares described in section 1 hereof as of the date of
such termination of employment.
3.Exercise Period. The Option may be exercised from time to
time with respect to all or any number of the then unexercised shares as to
which the Option has vested under section 2, on any regular business day of
AMCE at its then executive offices, until the earliest to occur of the
following dates:
(a) the tenth anniversary of the Date of Grant;
(b) the first anniversary of the date of the Grantee's
termination of employment with AMCE and all Subsidiaries (as defined in the
Plan) on account of death or disability;
(c) the third anniversary of the Grantee's retirement;
(d) the date three (3) months following the date upon which the
Grantee's employment with AMCE and all Subsidiaries terminates
for any reason other than those described in subsections (b) or (c) next
above or in (e) below; or
(e) the date Grantee is terminated for cause, provided that for
purposes of this Option no termination of employment occurring
within one year after the occurrence of a Change in Control Event shall be
deemed a termination for cause.
4.Exercise.
(a) During the period that the Option is exercisable, it may be
exercised in full or in part by the Grantee, his or her legal
representatives, guardian or Successor, as defined in the Plan,
by delivering or mailing written notice of the exercise to the
Secretary of AMCE. The written notice shall be signed by each person entitled
to exercise the Option and shall specify the address and Social
Security number of each such person. If any person other than the Grantee
purports to be entitled to exercise all or any portion of the Option, the
written notice shall be accompanied by proof, satisfactory to the
Secretary of AMCE, of that entitlement.
(b) The written notice shall be accompanied by full payment of
the exercise price for the shares as to which the Option is exercised
either (i) in cash, certified or bank cashier's check or money order,
payable to AMCE, (ii) in shares of AMCE Common Stock that have been held by
the Grantee for at least six months and evidenced by certificates
either endorsed or with stock powers attached transferring ownership to
AMCE, with an aggregate Fair Market Value (as defined in the Plan) equal to
said exercise price on the date the written notice is received by the
Secretary, or (iii) in any combination of the foregoing.
(c) Notwithstanding the provisions of subsection (b) next above,
shares acquired through the exercise of an Incentive Stock Option
granted under the Plan or any predecessor stock option plan providing for
options on shares of AMCE Common Stock may be used as payment at exercise
hereunder only if such shares have been held for at least 12 months
following such acquisition.
(d) The written notice of exercise will be effective and the
Option shall be deemed exercised to the extent specified in the notice
on the date that the written notice (together with required accompaniments
respecting payment of the exercise price) is received by the Secretary of
AMCE at its then executive offices during regular business hours.
5.Transfer of Shares; Tax Withholding.
(a) As soon as practicable after receipt of an effective written
notice of exercise and full payment of the exercise price as
provided in section 4 above, the Secretary of AMCE shall cause ownership of
the appropriate number of shares of AMCE Common Stock to be
transferred to the person or persons exercising the Option by having a
certificate or certificates for such number of shares registered in the name of
such person or persons and shall have each certificate delivered to
the appropriate person. Notwithstanding the foregoing, if AMCE or a
Subsidiary requires reimbursement of any tax required by law to be withheld
with respect to shares of AMCE Common Stock, the Secretary shall not
transfer ownership of shares until the required payment is made.
(b) Subject to the approval of the Committee and to the
provisions of the Plan, the Grantee may satisfy his tax withholding
obligations hereunder by electing to have shares otherwise issuable upon
exercise of this Option withheld, which shares shall have a Fair Market
Value on the date of exercise equal to the amount of Grantee's tax withholding
liability resulting from such exercise. Any such election shall be made
at or prior to exercise of the Option by delivering written notice
thereof to the Secretary of the Company.
6.Transferability. Except for assignments made with the
Committee's prior written approval (which may be denied or conditioned in the
sole discretion of the Committee), the rights under this Agreement may
not be transferred except by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code or Title I of the Employment Retirement Income Security Act, or the
rules promulgated thereunder. The rights under this Agreement may be
exercised during the lifetime of the Grantee only by the Grantee (or by his
guardian, legal representative or Successor, as defined in the Plan). The
terms of this Option shall be binding upon the executors, administrators,
heirs, successors, and assigns of the Grantee.
7.Authorized Leave. Authorized leaves of absence from AMCE or a
Subsidiary shall not constitute a termination of employment for
purposes of the Agreement. For purposes of this Agreement, an authorized
leave of absence shall be an absence while the Grantee is on military
leave, sick leave, or other bona fide leave of absence so long as the
Grantee's right to employment with AMCE or a Subsidiary is guaranteed by
statute, contract, or company policy.
8.Requirements of Law. This Option may not be exercised if the
issuance of shares of AMCE Common Stock upon such exercise would
constitute a violation of any applicable federal or state securities or
other law or valid regulation. The Grantee, as a condition to his exercise of
this Option, shall represent to AMCE that the shares of AMCE Common
Stock to be acquired by exercise of this Option are being acquired for
investment and not with a present view to distribution or resale, unless counsel
for AMCE is then of the opinion that such a representation is not required
under the Securities Act of 1933 or any other applicable law, regulation,
or rule of any governmental agency.
9.Forfeiture. To the extent this Option is unexercised, it will
be forfeited along with all rights thereunder effective as of the
date the Committee determines that the Grantee, at any time during the
period of the Grantee's employment and for one (1) year thereafter, without the
Committee's written consent, engaged directly or indirectly in
any manner or capacity as principal, agent, partner, officer, director,
employee, or otherwise, in any business or activity competitive with the
business conducted by AMCE or its Subsidiaries, in the geographic area in
which AMCE or its Subsidiaries does business, or in any manner which is
inimical to the best interests of AMCE.
IN WITNESS WHEREOF, The Compensation Committee of the Board of
Directors has approved this Agreement and AMCE, by its duly authorized
officer, and the Grantee have signed this Agreement as of the date first above
written.
AMC ENTERTAINMENT INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, Co-Chairman, President & Chief
Financial Officer
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇, Grantee
The Grantee acknowledges receipt of copies of the Plan and the
Prospectus respecting the Plan. The Grantee represents that he is familiar
with the terms and provisions of the Plan and Prospectus. The Grantee hereby
accepts this Option subject to all the terms and provisions of the Plan,
including but not limited to Section 20 ("Adjustments for Corporate Changes")
thereof. The Grantee hereby agrees to accept as binding, conclusive, and final
all decisions and interpretations of the Board of Directors and, where
applicable, the Committee (as defined in the Plan), respecting any questions
arising under the Plan.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇, Grantee