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EXHIBIT 10
AMENDMENT TO THE EMPLOYMENT AGREEMENT
BETWEEN
CARMIKE CINEMAS, INC. AND XXXXXXX X. XXXXXXX
This Amendment to the Employment Agreement dated August 10, 1998,
between Carmike Cinemas, Inc. ("Company") and Xxxxxxx X. Xxxxxxx ("Executive")
is made this 31st day of January, 2001 between the Company and the Executive.
WHEREAS, the Company and Executive previously entered into an
employment agreement regarding the terms and conditions of Executive's
employment with the Company; and
WHEREAS, the Company filed a petition under chapter 11 of title 11 of
the United States Code ("the Bankruptcy Code") on August 8, 2000 ("Petition
Date") and, in connection with such case, greatly desires to retain the
knowledge, experience and services of the Executive; and
WHEREAS, the Company and Executive desire to have the employment
agreement assumed by the Company pursuant to an order of the bankruptcy court;
NOW, THEREFORE, the Employment Agreement is hereby amended as follows:
1. Section 6(b) is amended by adding a new sentence at the end
thereof to read as follows:
Notwithstanding the foregoing provisions of this Section 6(b),
a Change in Control shall not be deemed to have occurred as a
result of the Company's commencement of a case under chapter
11 of the Bankruptcy Code or any action taken in accordance
with and as explicitly provided in any plan under chapter 11
approved by the Bankruptcy Court with respect to the Company.
2. Section 6(c) is amended by adding a new sentence at the end
thereof to read as follows:
Notwithstanding the foregoing provisions of this Section 6(c),
in the event the Executive is entitled to receive severance
pay under this Agreement, the fourth year of severance pay to
which the Executive may be entitled shall be subject to
reduction by the amount of salary the Executive receives from
other employment during the fourth year following the
Executive's termination of employment with the Company.
3. Section 6(d) is amended by added a new sentence at the end
thereof to read as follows:
Notwithstanding the foregoing provisions of this Section 6(d),
the Executive shall not have Good Reason solely as a result of
the Company's
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commencement of proceedings under chapter 11 of the Bankruptcy
Code or any delay in the assumption of the Employment
Agreement.
4. A new Section 6(e) is added to read as follows:
In the event of Executive's involuntary termination of
employment with the Company (other than by reason of death,
disability or for Cause) or resignation for Good Reason, in
either case prior to or after a Change in Control, Executive
shall be entitled to a lump sum payment equal to the
Executive's salary and, if applicable, the target bonus (to
the extent consistent with the target bonus for fiscal year
2001) for the year of termination, multiplied by three. In the
event that the Executive remains unemployed as of the third
anniversary of any such termination of employment, the
Executive shall receive additional severance pay equal to one
additional year of salary plus the amount of the Executive's
target bonus for the year of termination, which shall be
payable monthly in accordance with the Company's payroll
practices with respect to its officers and which shall be
reduced by the amount of salary and bonuses, if any, received
by the Executive with respect to any other employment during
the fourth year following the Executive's termination of
employment with the Company.
5. This Amendment shall be effective as of January 1, 2001,
subject to approval by the Bankruptcy Court.
6. This Amendment shall be binding upon the Company and its
successors (including any trustee in bankruptcy) and may only be amended in
writing which is executed by both parties.
In witness whereof, the parties have executed this Amendment as of this
31st day of January, 2001.
CARMIKE CINEMAS, INC.
By:
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Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
XXXXXXX X. XXXXXXX
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