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EXHIBIT 10.8
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated this the 30th day of December, 1999, among
CARMIKE CINEMAS, INC., a Delaware corporation (the "Company"), and XXXX X.
XXXXXXX, 0000 Xxxxx Xxxx, Xxxxxxxx, XX 00000 ("CLP"), sometimes hereinafter
referred to collectively as the "Parties."
W I T N E S S E T H :
WHEREAS, Xxxx X. Xxxxxxx will resign his position as an executive
officer of the Company effective January 1, 2000; and
WHEREAS, the Employment Agreement dated August 10, 1998 will terminate
on January 1, 2000; and
WHEREAS, CLP shall continue in has capacity as Chairman of the Board
of Directors of the Company.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto covenant and
agree as follows:
1. EMPLOYMENT: Company agrees to employ CLP as Chairman of the Board
of Directors of Company for the period commencing on the date of this Agreement
and ending at the expiration of three (3) years from said date, provided,
however, that on December 31 of each year hereof, the term hereof shall be
extended for one (1) year providing that neither the Company nor CLP shall have
given written notice to the other during the thirty (30) days prior to such
anniversary date of its or his wish not to so extend this Agreement.
2. OFFICE, SECRETARY AND TRANSPORTATION: For and in consideration of
the services to be performed by CLP, Company agrees that it shall furnish CLP
use of the office and furnishings located on the south wing of the 5th floor of
the Company's headquarters building at 0000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx
00000, a secretary, and a car and driver.
3. COVENANT NOT TO COMPETE; TRADE SECRETS. (a) CLP agrees that he will
during the period set forth herein, and for a period of two (2) years
thereafter, not accept employment with, or participate, directly or indirectly,
as owner, stockholder, director, officer, manager, consultant or agent, or
otherwise use his special, unique or extraordinary skills or knowledge with
respect to the Company's business in or with any business, firm, corporation,
partnership, association, venture or other entity or person which is engaged in
the business of ownership and management of motion picture theatres, except
this shall not be construed to prohibit CLP from owning an insubstantial
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fraction of the securities of a corporation which is publicly traded on a
securities exchange or over the counter. (b) Trade Secrets: CLP further agrees
that he will not, at any time during the period described in (a) above, or
thereafter, disclose to any party other than the Company any trade secrets or
other Confidential Information, learned or obtained by him while he is a
stockholder, officer or director of the Company. As used herein, the term
"Confidential Information" means information disclosed to CLP or known by him
as a consequence of or through his employment by the Company and not generally
known in the industry to which the Company is engaged, and which in any way
relates to the Company's products, processes, services, inventions (whether
patentable or not), formulas, techniques or know how, including, but not
limited to, information relating to research, development, manufacturing,
purchasing, accounting, engineering, marketing, merchandising and selling. In
the event of a breach or threatened breach by CLP of the provisions of this
Section 6, the parties agree that the Company's remedies at law would be
inadequate, and the Company shall be entitled to an injunction to enforce such
provisions.
4. ASSIGNMENT. The rights and obligations of CLP and the Company under
this Employment Agreement shall inure to the benefit of the parties, and shall
be binding upon the Company and upon the successors and assigns of the Company.
CLP may not assign his rights or obligations hereunder.
5. NOTICES. All notices and requests hereunder shall be in writing and
shall be delivered in person, or by certified mail, return receipt requested,
postage prepaid, to the Company with a copy to Xxxxxxx X. Xxxxxxx, P. O. Xxx
000, Xxxxxxxx, XX 00000-0000, and if to CLP, addressed to him at 0000 Xxxxx
Xxxx, Xxxxxxxx, XX 00000.
Such notices and requests shall be deemed delivered on the date on
which personally delivered, or if delivered by certified mail, return receipt
requested, the date sent. Either party may change his or its address for
receipt of notices and requests hereunder by notice duly given to the other
party in accordance with the provisions of this Section.
6. GOVERNING LAW. The laws of the State of Georgia shall govern all
questions relative to the interpretation and construction of this Employment
Agreement, and to the performance hereof.
7. SEVERABILITY. In case any one or more of the provisions or part(s)
of a provision contained in this Employment Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part(s)
of a provision of this Employment Agreement, but this Employment Agreement
shall be reformed and construed as if such invalid, illegal or unenforceable
provision or part(s) of a provision had never been contained herein, and such
provision or part(s) reformed so that it would be valid, legal and enforceable
to the maximum extent permitted.
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8. WAIVER. No waiver by either party of any default hereunder, or by
the other shall in any way prejudice the waiving party with respect to any
subsequent default hereunder (whether or not similar) by the other party.
9. HEADINGS OF NO EFFECT. The headings and captions hereof have been
inserted solely for convenience of reference, and shall in no way define, limit
or describe any of the provisions of this Employment Agreement.
10. ENTIRE AGREEMENT. This instrument contains the entire Agreement of
the parties, it may not be changed orally, but only by an instrument in
writing, signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.
11. ARBITRATION. The exclusive procedure for resolution of any dispute
under this Agreement shall be by arbitration in Atlanta, GA before one
arbitrator, in accordance with the rules then existing of the American
Arbitration Association. The award of the arbitrator shall be final and binding
upon the parties, and judgment upon the award may be entered in any court
having jurisdiction thereof. The cost of arbitration, if any, shall be divided
equally between the parties. Each party shall otherwise bear its or his own
expense.
12. This Employment Agreement supersedes any previous employment
agreement, and same are null and void, and of no legal effect whatsoever.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.
COMPANY:
CARMIKE CINEMAS, INC.
BY:
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Authorized Signature
CLP:
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XXXX X. XXXXXXX
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