Common use of Separation Benefit Clause in Contracts

Separation Benefit. (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to (i) 2 times his Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his termination of employment), and (ii) 2 times his target Annual Bonus, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive has a separation from service (within the meaning of § 409A of the Code), subject to Section 7.1(e) below; (1) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding restricted stock grants to Executive by Carmike immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) Carmike shall continue for the period described in § 7.1(b) to provide to Executive the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated or, at Executive’s election, on any date in the one (1) year period which ends on the date of such termination of employment; provided, however, Executive shall pay 100% of the cost of such coverage and Carmike shall reimburse Executive for Carmike’s portion of such cost as soon as practical after Executive pays such cost. Further, if Carmike cannot provide such coverage under Carmike’s employee benefit plans, policies or programs, either Carmike shall provide such coverage and benefits to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive for such tax liability and Carmike’s portion of such coverage as soon as practical after Executive pays such costs) or Carmike shall reimburse Executive for Executive’s cost to purchase such coverage and benefits and for any tax liability for such reimbursements. Executive at the end of the period described in § 7.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period; provided, however, (e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. Regs. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1(b) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in § 409A of the Code).

Separation Benefit. (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his or her Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (i2.0) 2 times his Executive’s Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his termination of employment), and (ii) 2 times his target Annual Bonus, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive has a separation from service (within the meaning of § 409A of the Code), subject to Section 7.1(e) belowExecutive’s employment terminates; (1) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding restricted stock grants to Executive by Carmike immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) Carmike shall continue for the period described in § 7.1(b2.1(b) to provide to Executive the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated or, at Executive’s election, on any date in the one (1) year period which ends on the date of such termination of employment; provided, however, Executive shall pay 100% of the cost of such coverage and Carmike shall reimburse Executive for Carmike’s portion of such cost as soon as practical after Executive pays such cost. Further, provided (1) if Carmike cannot provide such coverage under Carmike’s employee benefit plans, policies or programs, Carmike either Carmike shall provide such coverage and benefits to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive for such tax liability and Carmike’s portion of such coverage as soon as practical after Executive pays such costs) or Carmike shall reimburse Executive for Executive’s cost to purchase such coverage and benefits and for any tax liability for such reimbursements. reimbursements and (2) Executive at the end of the period described in § 7.1(b2.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his or her employment had terminated at the end of such period; provided, however, (e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. Regs. § 1.409A-1(i)), then each payment to which Executive is entitled under this § 7.1(b) 2.1 shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in Treas. Regs. § 409A of the Code1.409A-1(h)).

Separation Benefit. (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to (i) 2 times his Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his termination of employment), and plus (ii) 2 times his target Annual Bonus, Bonus for the calendar year prior to the calendar year in which his termination of employment occurs. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive has a separation from service (within the he meaning of § 409A of the Code), subject to Section 7.1(e) below; (1c) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any Any restrictions on any outstanding restricted stock grants granted to Executive by Carmike before January 1, 2013 immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) Carmike shall continue for For the period described in § 7.1(b) ), Executive shall continue to provide be eligible to Executive purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated or, at Executive’s election, on any date in the one (1) year period which ends on the date of such termination of employmentterminated; provided, however, Executive shall pay 100% of the cost of such coverage and coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s portion cost of such cost coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot provide make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall provide shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive for such tax liability and an amount equal to Carmike’s portion cost of such coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase such substantially similar coverage and benefits and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for any tax liability for such reimbursementsa similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 7.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period; provided, however,; (e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. RegsReg. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1(b7.1 that is a payment of deferred compensation from a “nonqualified deferred compensation plan” (as defined in Treas. Reg. § 1.409A-1(a)) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in Treas. Reg. § 409A of the Code1.409A-1(h)).

Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s employment without Cause or if (ii) Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (i2) 2 times his Base Salary (at a rate equal to base salary in effect on the highest level of Base Salary Executive was paid in the year prior to day before his termination of employment), and (ii) 2 times his target Annual Bonusor her employment terminates, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive calendar month period which starts beginning with the calendar month that coincides with or next follows the sixty-day period beginning on the date Executive has a separation from service (within the meaning of § 409A of the Code); provided, subject however, that if Executive has secured employment with another employer or is providing consulting services to Section 7.1(e) below;another business prior to or during the last 12 calendar months of such 24 month period (the “Second Year Payment Period”), such monthly payments required to be made by Carmike to Executive during the Second Year Payment Period will offset by compensation Executive earns from any such employment or services during the Second Year Payment Period. Executive covenants to promptly provide notice to Carmike upon securing such employment or providing such consulting services. (1) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding shares of Carmike restricted stock grants to held by Executive by Carmike immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) Carmike shall continue for For the period described in § 7.1(b) 3.1(b), Executive shall continue to provide be eligible to Executive purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated or, at Executive’s election, on any date in the one (1) year period which ends on the date of such termination of employmentterminated; provided, however, Executive shall pay 100% of the cost of such coverage and coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s portion cost of such cost coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot provide make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall provide shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive for such tax liability and an amount equal to Carmike’s portion cost of such coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase such substantially similar coverage and benefits and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for any tax liability for such reimbursementsa similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 7.1(b3.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period; provided, however, (e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. Regs. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1(b) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in § 409A of the Code).

Separation Benefit. In consideration of your acceptance of the terms of this Agreement, which memorializes the Release and Waiver referenced in Paragraph 8 of the Employment Agreement between you and the Company dated December 14, 2011 (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to (i) 2 times his Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his termination of employmentincorporated herein and attached as Exhibit A), and (iiprovided you do not revoke your acceptance of this Agreement, the Company will provide you with the separation benefits described in this Paragraph 5. a) 2 times his target Annual Bonus, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive has You will receive a separation from service benefit equal to $375,000.00, less customary payroll deductions and withholdings, which amount is equal to 100% of one year of your Base Salary, as defined in your December 14, 2011 Employment Agreement (within the meaning of § 409A Exhibit A), in effect as of the Code), subject to Section 7.1(e) below; (1) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for Effective Separation Date. This separation benefit will be paid in a lump sum within ninety (90) daysdays of the Effective Separation Date, or if lessbut after the “Effective Date” of this Agreement as defined in Paragraph 24 below. b) For the one-year period following the Effective Separation Date, for the remaining Company will continue to provide you and your family with the life insurance and short-term and long-term disability benefits coverage that was in place as of each the Effective Separation Date. You agree and acknowledge that your continued participation in such option (as determined as if there had been no benefits is conditioned upon the continued availability of such termination of Executive’s employment), coverage and is subject to any changes that may be made to such coverage by the applicable insurance companies. You also agree and acknowledge that the Company is only obligated to make premium payments for continuation of the same types and levels of coverage that you had as of your Effective Separation Date and that you are also responsible to make any required contributions toward the premiums on the same terms as during your employment. c) The Company shall pay you an additional lump sum separation benefit equal to $95,000.00, less customary payroll deductions and conditions withholdings. This additional separation benefit will be paid in a lump sum within ninety (90) days of the Effective Separation Date, but after the “Effective Date” of this Agreement as if Executive had remained employed defined in Paragraph 24 below. d) All outstanding stock options held by Carmike for such term or such period you on March 5, 2013 will vest upon the “Effective Date” of this Agreement (other than any term or condition which gives Carmike the right to cancel any such optionas defined in Paragraph 24 below) and (2) become immediately exercisable, and your outstanding stock options may be exercised at any restrictions on any outstanding time before their applicable expiration dates. In addition, all shares of restricted stock grants to Executive held by Carmike immediately shall you on March 5, 2013 will become 100% vested as of the “Effective Date” of this Agreement (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) Carmike shall continue for the period described as defined in § 7.1(b) to provide to Executive the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated or, at Executive’s election, on any date in the one (1) year period which ends on the date of such termination of employmentParagraph 24 below); provided, however, Executive shall pay 100% the number of shares with a value necessary to cover the minimum taxes required to be withheld on the value of the cost accelerated vesting of your restricted stock on the “Effective Date” of this Agreement (as defined in Paragraph 24 below) shall be withheld by the Company to cover such coverage withholding, and Carmike you shall reimburse Executive for Carmike’s portion be entitled to the net number of shares after such cost as soon as practical after Executive pays such costdeduction. Further, if Carmike cannot provide such coverage under Carmike’s employee benefit plans, policies or programs, either Carmike shall provide such coverage and benefits The Company makes no representations to Executive outside such plans, policies and programs at no additional expense or you regarding the taxability and/or tax liability to Executive (with Executive paying 100% implications of the cost of such coverage and any tax liability and Carmike reimbursing Executive for such tax liability and Carmike’s portion of such coverage as soon as practical after Executive pays such costs) or Carmike shall reimburse Executive for Executive’s cost to purchase such coverage and benefits and this Agreement. You are solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether the Company should have contributed and withheld taxes from the amounts paid (including Social Security and Medicare). You agree to defend, indemnify, reimburse and hold the Company harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on the Company by the Internal Revenue Service, the New York State Tax Department or any other federal, state or local taxing authority by reason of the payments above, the absence of withholdings and deductions made from certain payments above and/or your non-payment or late payment of taxes due, and you alone assume all liability for all such reimbursementsamounts. Executive at You acknowledge and agree that, in the end absence of this Agreement, you are not entitled to the period separation benefit set forth in this Paragraph 5. You agree that you are not entitled to any other compensation (including but not limited to, salary or bonuses) or benefits of any kind or description from the Company, or from or under any benefit plan sponsored by the Company, other than as described above and those in § 7.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period; provided, however, (e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. Regs. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1(b) shall you may already be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in § 409A of the Code)vested.

Separation Benefit. Provided that (i) Executive executes this Agreement in accordance with Section 9(a); (ii) Executive remains employed with the Company in good standing continuously through the Separation Date; and (iii) Executive re-executes and re-affirms this Agreement in accordance with Section 9(b) and it becomes effective pursuant to Section 9(b); then Company shall provide the following payments and benefits to Executive (collectively, the “Separation Benefit”): (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his Protection Period shall remain eligible to receive an amount representing a pro-rata bonus for Good Reasoncalendar year 2023, then:subject to the discretion of the Board, calculated through August 1, 2023 (the “Pro-Rata Bonus”), which Pro-Rata Bonus shall be paid within ten (10) days following August 1, 2023. (b) Carmike If Executive is eligible for and elects to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the Employment Separation Date, then the Company shall pay Executive’s monthly premium under COBRA until the earliest of (A) January 31, 2024; (B) the expiration of Executive’s continuation coverage under COBRA; or (C) the date when Executive becomes eligible to receive health insurance coverage in connection with new employment or self-employment. If the payment of any COBRA or health insurance premiums would otherwise violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”), the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. To the extent that any payment pursuant to this Section 3(b) is deemed to be taxable compensation to Executive (“Taxable Benefit”), then the Company shall pay to Executive an amount (the “Gross Up”) to compensate Executive for the economic cost with respect to federal, state and local income and payroll taxes payable with respect to the Taxable Benefit. The calculation of the amount of the Gross Up shall be calculated such that, after payment by Executive of the federal, state and local income and payroll taxes with respect to the Taxable Benefits and the Gross Up, Executive shall be in substantially the same economic position after all taxes as if the Taxable Benefits were not includable in income. For purposes of determining the amount of the Gross Up, Executive shall be deemed to pay federal, state and local income and payroll taxes at the highest marginal rate of taxation in the calendar year in which Executive received the Taxable Benefits. The Gross Up shall be paid no later than December 31 of the year in which Executive received the Taxable Benefits. (c) The Company shall enter into the Consulting Agreement described in Section 5 and provide for the compensation set forth therein. (d) Notwithstanding any terms of the Plan or any award agreements to the contrary, in the event of a total amount equal to Change of Control (as defined in the Consulting Agreement) and provided Executive is a member of the Board on the effective date of the Change of Control, Executive shall become fully vested in any and all equity awards outstanding as of the effective date of the Change of Control. Executive acknowledges that, other than the payments described in this Agreement, the Final Compensation, and the Separation Benefit: (i) 2 times his Base Salary (at a rate equal to the highest level of Base Salary Executive was paid all outstanding payments or benefits for outstanding employment periods shall be forfeited in the year prior to his termination of employment), accordance with their terms; and (ii) 2 times his target Annual BonusExecutive is not now and shall not in the future be eligible for or entitled to any other compensation from Company, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive has a separation from service (within the meaning of § 409A of the Code)including, subject to Section 7.1(e) below; (1) Each outstanding and nonvested without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, paid time off, equity, stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding options, restricted stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) daysunits, or if less, for the remaining term any other form of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term compensation or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding restricted stock grants to Executive by Carmike immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) Carmike shall continue for the period described in § 7.1(b) to provide to Executive the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated or, at Executive’s election, on any date in the one (1) year period which ends on the date of such termination of employment; provided, however, Executive shall pay 100% of the cost of such coverage and Carmike shall reimburse Executive for Carmike’s portion of such cost as soon as practical after Executive pays such cost. Further, if Carmike cannot provide such coverage under Carmike’s employee benefit plans, policies or programs, either Carmike shall provide such coverage and benefits to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive for such tax liability and Carmike’s portion of such coverage as soon as practical after Executive pays such costs) or Carmike shall reimburse Executive for Executive’s cost to purchase such coverage and benefits and for any tax liability for such reimbursements. Executive at the end of the period described in § 7.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period; provided, however, (e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. Regs. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1(b) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in § 409A of the Code)benefit.

Separation Benefit. (a) If Carmike at any time terminates Executive’s 's employment without Cause or if Executive resigns during his or her Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to two (i2.0) 2 times his Executive's Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his termination of employment), and (ii) 2 times his target Annual Bonus, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive has a separation from service (within the meaning of § 409A of the Code), subject to Section 7.1(e) belowExecutive's employment terminates; (1) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s 's employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s 's employment) or for the remainder of the period described in Section 2.1(b), whichever is less, subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding restricted stock grants to Executive by Carmike immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s 's right to such stock shall be non-forfeitable; (d) Carmike shall continue for the period described in § 7.1(bSection 2.1(b) to provide to Executive the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s 's employee benefit plans, policies and practices on the day before Executive’s 's employment terminated or, at Executive’s 's election, on any date in the one (1) year period which ends on the date of such termination of employment; provided, however, Executive shall pay 100% of the cost of such coverage and Carmike shall reimburse Executive for Carmike’s portion of such cost as soon as practical after Executive pays such cost. Further, (1) if Carmike cannot provide such coverage under Carmike’s 's employee benefit plans, policies or programs, Carmike either Carmike shall provide such coverage and benefits to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive for such tax liability and Carmike’s portion of such coverage as soon as practical after Executive pays such costs) or Carmike shall reimburse Executive for Executive’s 's cost to purchase such coverage and benefits and for any tax liability for such reimbursements. reimbursements and (2) Executive at the end of the period described in § 7.1(bSection 2.1(b) shall have the right to elect healthcare continuation coverage under § Section 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his or her employment had terminated at the end of such period; provided, however, (e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. Regs. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1(b) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in § 409A of the Code).

Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s employment without Cause or if (ii) Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to (i) 2 one (1) times his Base Salary base salary in effect on the day before his or her employment terminates, plus (at a rate equal to the highest level of Base Salary Executive was paid ii) in the event Carmike terminates Executive’s employment without Cause during the Protection Period or Executive resigns for Good Reason during the Protection Period, one (1) times his target annual bonus for the calendar year prior to the calendar year in which his termination of employment)employment occurs, and (ii) 2 times except that if Executive’s employment terminates in 2016, the annual bonus used in the calculation shall be his 2016 target Annual Bonus, bonus. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four twelve (2412) consecutive calendar month period which starts beginning with the calendar month that coincides with or next follows the sixty-day period beginning on the date Executive has a separation from service (within the meaning of § 409A of the Code), subject to Section 7.1(e) below;. (1c) Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding restricted stock grants to Executive by Carmike immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) Carmike shall continue for For the period described in § 7.1(b) 3.1(b), Executive shall continue to provide be eligible to Executive purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated or, at Executive’s election, on any date in the one (1) year period which ends on the date of such termination of employmentterminated; provided, however, Executive shall pay 100% of the cost of such coverage and coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s portion cost of such cost coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot provide make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall provide shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive for such tax liability and an amount equal to Carmike’s portion cost of such coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase such substantially similar coverage and benefits and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for any tax liability for such reimbursementsa similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 7.1(b3.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period; provided, however, (e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. Regs. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1(b) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in § 409A of the Code).