EXHIBIT 10.6
FORM OF NON-QUALIFIED (NON-ISO) STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), made as of
the ____ day of __________, 19__ (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 35,000 shares of AMCE Common Stock for $_____
per share, 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. This Option is fully vested as of the Date of
Grant.
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
that have been held by the Grantee for at least six months and
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, The Compensation Committee of the Board of
Directors has approved this Agreement and AMCE, by its duly authorized
officer, and the Grantee have signed this Agreement as of the date
first above written.
AMC ENTERTAINMENT INC.
By: ________________________________________
Co-Chairman & Chief Executive Officer
________________________________________
Grantee
APPROVED
Member of the Compensation Committee
Member of the Compensation Committee
Member of the Compensation Committee
The Grantee acknowledges receipt of copies of the Plan and the
Prospectus 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
