EXHIBIT 2.1
January 9, 1997
Mr. H. Xxxxxx Xxxxx
0000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000-0000
Re:Stock Purchase, Release & Settlement Agreement
Dear Don:
This letter will confirm the terms of our final settlement and
agreement pertaining to the purchase of your shares of AMC Philadelphia,
Inc., common stock and your release of American Multi-Cinema, Inc., ("AMC"),
its affiliates (including but not limited to AMC Philadelphia, Inc.),
parent corporation, subsidiaries, related entities, officers, directors,
shareholders, attorneys, agents, representatives, successors, assigns, and
employees.
1.AMC agrees to purchase your 600 shares of AMC Philadelphia,
Inc. common stock (the "Shares") for a purchase price of Seven Million Four
Hundred Thousand Dollars ($7,400,000.00) upon your execution of this Stock
Purchase, Release and Settlement Agreement ("Agreement"), payable in
immediately available funds by wire transfer pursuant to your instructions.
0.Xxx represent to AMC that you are the sole owner,
beneficially and of record, of the Shares free and clear of all liens,
encumbrances, security agreements, options, claims and restrictions, except
as set forth in that certain Stockholders' Agreement dated December 30,
1986 among AMC Philadelphia, Inc., AMC and you. You will deliver to AMC
your stock certificate evidencing the Shares, with duly executed stock
powers endorsed in blank attached thereto, upon your execution of this
Agreement.
0.Xx consideration of the terms set forth herein, you hereby
fully and finally forever release, acquit and discharge AMC and its
affiliates (including but not limited to AMC Philadelphia, Inc.), parent
corporation, subsidiaries, related entities, officers, directors,
shareholders, attorneys, agents, representatives, successors, assigns, and
employees ("Released Parties") from any and all liability, claims, actions,
demands suits, or causes of action whatsoever, known or unknown, which you
may have or claim to have against them or any of them, whether in tort or
in contract, or for violation of federal or state law, or otherwise,
whether herein described or not, including but not limited to any and all
liability, claims, actions, demands, suits, or causes of action related to
your employment with AMC Philadelphia, Inc. or to the Management Agreement
between you and AMC Philadelphia, Inc. dated December 10, 1986, and/or the
Stockholders' Agreement between you and AMC Philadelphia, Inc. and American
Multi-Cinema, Inc. dated December 30, 1986. You understand and agree that
this Agreement is a waiver of (giving up of) any right to bring suit and
collect damages or otherwise recover from any of the Released Parties for
any claim you may have under any federal, state, or local statute,
ordinance, regulation, or common law, including but not limited to, rights
arising out of any alleged violations of any contract, expressed or
implied, any covenant of good faith and fair dealing, Title VII of the
Civil Rights Act of 1964 (race, color, religion, sex and national original
discrimination); 42 U.S.C. SS1981 (discrimination); the Age Discrimination
in Employment Act of 1967 (age discrimination); 29 U.S.C. SS209 (equal pay);
the Americans with Disabilities Act (disabilities); and any other common law
or statutory claim.
AMC and its affiliates (including but not limited AMC
Philadelphia, Inc.), parent corporation, subsidiaries, and related
entities, likewise release you from any such liability.
0.Xxx agree to execute the attached resignations concerning
your positions as an officer and director of AMC Philadelphia, Inc. and as
an officer of Budco Theatres, Inc.
0.Xxx agree not to disclose any terms or provisions of this
Agreement, except to your personal legal, investment and tax advisors, and
immediate family, or with the express written permission of the President
of AMC.
0.Xxx acknowledge that during your employment you had access
to and became acquainted with information regarding the Released Parties
that is confidential and/or a trade secret. Such information including
information, whether obtained in writing, in conversation, or otherwise,
concerning corporate strategy, intent and plans, business operations,
financing, pricing, costs, budgets, equipment, potential locations of new
screens, the status, scope and terms of pending negotiations, transactions,
the terms of existing or proposed leases, contracts and obligations, and
corporate and financial reports. Such confidential and/or trade secret
information does not, however, include information in the public domain
unless you have, without authority, made it public. You agree: (a) not to
disclose such information to anyone; (b) to keep such information
confidential; (c) to take appropriate precautions to maintain the
confidentiality of such information; and (d) not to use such information
for personal benefit or the benefit of any competitor of the Release
Parties or any other person.
You further agree that within ten (10) days of your execution of
this Agreement, you will turn over to AMC all originals and copies of all
lists, files, memoranda, records, reports, credit cards, policies,
handbooks, physical or personal property, and other documents or
information, whether tangible, on computer or otherwise, which you received
from or which is the property of any of the Released Parties, or which you
prepared, copied or caused to be prepared or copied, or otherwise received
in connection with your employment.
0.Xx is further agreed by the parties hereto that in the event
any term or provision of this Agreement shall be declared invalid or
unenforceable it shall not affect the validity or enforceability of any
other term or provision of this Agreement; and that there are no other
representations or agreements between the parties that have not been set
forth herein.
0.Xxx acknowledge that you have had the opportunity to consult
with an attorney of your own choosing concerning this Agreement before
signing it. You understand that you have been given a period of twenty-one
(21) days to consider and review this Agreement before signing it, and that
you may use as much of this twenty-one (21) day period as you wish prior to
signing. You understand that you may revoke this Agreement within seven
(7) days of signing it by delivering a written notice of revocation to X.
X. Xxxxxx, Xxxxxxx & Xxxx X.X., 0000 Xxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx
00000, no later than 5:00 p.m. on the seventh (7th) day after you sign the
Agreement, and if that day should fall on a weekend or a legal holiday, no
later than 5:00 p.m. on the first business day after the weekend or
holiday. If you revoke this Agreement, it shall not be effective or
enforceable.
0.Xxx agree that this letter sets forth the entire agreement
and understanding between you and the Released Parties.
I, H. XXXXXX XXXXX, HAVE FULLY INFORMED
MYSELF OF THE CONTENTS AND MEANING OF THIS
AGREEMENT. I HAVE HAD THE OPPORTUNITY TO
SEEK THE ASSISTANCE AND ADVICE OF COUNSEL.
I UNDERSTAND THAT THIS LETTER CONTAINS A
COMPLETE AND FINAL RELEASE OF ALL MY
CLAIMS FOR ANY DAMAGES AGAINST THE
RELEASED PARTIES AS SET FORTH ABOVE.
/s/ Xxxxxx X. Xxxxx /s/ H. Xxxxxx Xxxxx
WITNESSH. XXXXXX XXXXX
DATE: January 10, 1997
AMERICAN MULTI-CINEMA, INC.
BY /s/ Xxxxx Xxxxx
XXXXX XXXXX
EXECUTIVE VICE PRESIDENT
