Non-Qualified (Non-ISO) Stock Option Agreement - AMC Entertainment INc. and John McDonald
NON-QUALIFIED (NON-ISO) STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), made as of the 18th day of
June, 1999 (the "DATE OF GRANT"), by and between AMC ENTERTAINMENT INC. ("AMCE")
and JOHN D. MCDONALD (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 50,500 shares of AMCE Common Stock for $17.6875 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. 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 be vested as of the Date of Grant, and (b) the
right to purchase the balance of the shares subject to this Option shall be
vested on the first 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;
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(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.
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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
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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: /S/ PETER C. BROWN
Peter C. Brown, Co-Chairman, President & Chief
Financial Officer
___/S/ JOHN D. MCDONALD_____________
John D. McDonald, Grantee
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
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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.
____/s/ John D. McDonald_____
John D. McDonald, Grantee