EXHIBIT 10.2.
NON-QUALIFIED (NON-ISO) STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), made as of the _____ day
of ___________, 199___ (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 _____ 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 (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 first be vested on the first
anniversary of the Date of Grant, and (b) the right to purchase the balance
of the shares subject to this Option shall first be vested on the second
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 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, AMCE, by its duly authorized officer, and the Grantee
have signed this Agreement as of the date first above written.
AMC ENTERTAINMENT INC.
By:_______________________________________
__________________________________________
Grantee
The Grantee acknowledges receipt of copies of the Plan and the
Prospectus, dated ___________ 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.
____________________________________________
Grantee
