NON-QUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), made as of the ____ day of
____________, _______ (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 1999
Stock Option Plan for Outside Directors (the "PLAN"). AMCE and the Grantee
agree as follows:
1. SHARES OPTIONED AND OPTION PRICE. The Grantee shall have an option to
purchase ______ shares of AMCE Common Stock for $_______ per share, which
exercise price is one hundred percent (100%) of the Fair Market Value of such
shares on the Date of Grant, 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 shares as described in Section 422 of the
Internal Revenue Code of 1986, as amended (the "CODE").
2. VESTING. Except as otherwise provided herein or in the Plan, this
Option shall vest and become exercisable in full with respect to the number of
shares described in section 1 on the first anniversary of the Date of Grant.
Notwithstanding the foregoing, this Option will vest and become exercisable in
full upon the occurrence of a "Change in Control Event" as defined in the Plan,
or upon termination of the Grantee's service as director by reason of death,
"Disability," as defined in the Plan, or retirement upon or after reaching age
70.
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 service as a director on account of death or disability;
(c) the third anniversary of the Grantee's retirement as a director
upon or after reaching age 70 (for this purpose "retirement" means retiring
from the Board of Directors during a term as well as not standing for
re-election);
(d) the date ninety (90) days following the date upon which the
Grantee's service as a Director terminates for any reason other than those
described in subsections (b) or (c) next above (including removal or a
decision not to stand for re-election prior to retirement upon or after
reaching age 70).
4. EXERCISE.
(a) During the period that the Option is exercisable, it may be
exercised in full or in part 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, personal check, certified or bank cashier's check or money
order, or by wire transfer, payable to AMCE, (ii) in shares of AMCE Common
Stock which have been held continuously by the Grantee for at least six
months and evidenced by certificates either endorsed or with stock powers
attached transferring ownership to AMCE, with signatures guaranteed, 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) 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 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) The Grantee may satisfy any applicable tax withholding
obligations hereunder by electing to have shares otherwise issuable upon
exercise of this Option withheld, with a Fair Market Value on the date of
exercise equal to the amount of Grantee's required tax withholding
liability. Such election may be made in the written notice of exercise.
6. TRANSFERABILITY. The rights under this Agreement may not be
transferred except by will
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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 only by the Grantee (or by his
guardian), his legal representative or other permitted transferee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors, and assigns of the Grantee.
7. 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.
8. ADJUSTMENTS. As provided in the Plan, the number and kind and
exercise price of shares subject to this option are subject to adjustment or
substitution upon the occurrence of a merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure
affecting AMCE Common Stock.
IN WITNESS WHEREOF, AMCE, by its duly authorized officer, and the Grantee
have signed this Agreement as of the date first above written.
AMC ENTERTAINMENT INC.
By:_______________________________________
Xxxxx X. Xxxxx, Chairman of the Board, President
and Chief Executive Officer
_______________________________________
Xxxxxxx X. Xxxxxxx, Grantee
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