Xxxxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
RE: DIVIDEND-RELATED BONUS
Xx. Xxxxxxx:
Reference is hereby made to the Employment Agreement, dated as of
January 31, 2002 (the "Employment Agreement"), among Carmike Cinemas, Inc., a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxxx, 0000 Xxxxxxxx Xxx
Xxxx, Xxxxxxxx, Xxxxxxx 00000 (the "Executive" and together with the Company,
the "Parties").
In consideration of the agreements of the Parties contained herein and
other good and valuable consideration, the receipt and sufficiency of which the
Parties hereby acknowledge, the Parties hereby agree as follows:
1. Effective Date. Upon execution, this letter agreement shall
become effective as of January 29, 2004 (the "Effective Date").
2. Bonus. The Company agrees to pay the Executive a cash bonus in
any fiscal quarter that the Company pays a dividend to the holders of its common
stock, par value $0.03 per share (the "Common Stock"), equal to the number of
shares remaining to be issued to the Executive (as determined as of the
applicable dividend record date for such dividend) pursuant to Section 2 of the
Employment Agreement, multiplied by the applicable quarterly dividend rate per
share for such fiscal quarter (such bonus, the "Executive Bonus"), less
applicable tax withholdings. The Executive Bonus for any quarter that the
Company pays a dividend shall be payable to the Executive as of the applicable
dividend payment date.
3. Term. The Executive shall be entitled to the payment of the
Executive Bonus during any fiscal quarter ending after the Effective Date until
the earlier of the issuance of all of the shares of Common Stock issuable to the
Executive pursuant to Section 2 of the Employment Agreement or the date all of
the unissued shares of Common Stock issuable pursuant to Section 2 of the
Employment Agreement have been canceled in accordance with the terms of the
Employment Agreement.
4. Authority. This letter agreement has been duly executed and
delivered by the Company and the Executive and constitutes the legal, valid and
binding obligation of
Xxxxxxx X. Xxxxxxx
Xxxx 2
the Company and the Executive, enforceable against each of them in accordance
with its terms.
5. Counterparts. This letter agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
6. Governing Law. This letter agreement shall be governed by and
construed in accordance with the laws of the State of Georgia and without
reference to principles of conflicts of laws or choice of laws.
7. Amendment. This letter agreement may only be amended or
modified by written agreement of each of the Parties.
8. Miscellaneous. The Executive shall not have the right to
assign or otherwise alienate his right to receive the Executive Bonus, and any
attempt to do so shall be null and void, and the Executive shall be no more than
a general and unsecured creditor of the Company with respect to the payment of
the Executive Bonus.
If the foregoing accurately reflects our understanding, please sign
below to evidence your acceptance and agreement with the foregoing and return
one copy of this letter to the Company, whereupon it shall become a binding
agreement.
THE COMPANY:
CARMIKE CINEMAS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President - Finance,
Treasurer and Chief Financial Officer
THE EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
