10-Q: Quarterly report pursuant to Section 13 or 15(d)

Exhibit 10.2

AMC ENTERTAINMENT HOLDINGS, INC.

2013 EQUITY INCENTIVE PLAN

Stock Unit Awards Notice

Participant:[*]

Date of Grant:[*]

Settlement:Each Stock Unit shall be convertible into one share of Class A Common Stock within 30 days of vesting.

Dividend Equivalents:The Stock Units shall accrue dividend equivalents.

Tax Withholding:All Stock Units are subject to reduction to satisfy tax withholding obligations as and when due.

Restricted Stock Units Award

Number of RSUs:[*]

Vesting:[*]

162(m) Performance Goal:[*]

Performance Stock Units Award

Target PSUs:[*]Maximum PSUs:[*]

Vesting:[*]

Performance Goals:[*]

By executing this Stock Unit Awards Notice, the Participant agrees and acknowledges that the Stock Units described herein are granted under and governed by the terms and conditions of the Stock Unit Awards Agreement attached hereto and the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan, both of which are hereby incorporated by reference and together with this Stock Unit Awards Notice constitute one document.  This Stock Unit Awards Notice may be signed in counterparts, each of which shall be an original with the same effect as if signatures thereto and hereto were upon the same instrument.

PARTICIPANTAMC ENTERTAINMENT HOLDINGS, INC.

By:  _________________________________By:  ___________________________________

[*]Name:  Kevin M. Connor

Title:SVP, General Counsel & Secretary

AMC ENTERTAINMENT HOLDINGS, INC.

2013 EQUITY INCENTIVE PLAN

Stock Unit Awards Agreement

[*Date*]

Grant of Stock Unit AwardS.

Stock Unit Awards.  AMC Entertainment Holdings, Inc. (the “Company”) hereby grants to the Participant identified on the foregoing Stock Unit Award Notice (the “Notice”) as of the date on such Notice (the “Date of Grant”), Stock Units (the “Units”) in the awards and amounts set forth in the Notice, pursuant to the terms and conditions set forth in the Notice, this agreement (the “Agreement”) and the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan (the “Plan”).

Types of Unit Awards.  This Agreement covers the following types of Unit Awards, each constituting a separate award grant.  Any references to Units herein shall cover all types of Unit Awards.

Restricted Stock Units.  Restricted Stock Units (“RSUs”) are Units that vest based upon continued service through specified vesting dates.  RSUs awarded to certain executive officers covered by Section 162(m) of the Code and indicated in the Notice (“162(m) RSUs”) are also subject to attainment of a performance goal.

Performance Stock Units.  Performance Stock Units (“PSUs”) are Units that vest based upon attainment of performance goals over a specified performance period.  [*Additional Performance Information*]

No Purchase Price.  In lieu of a purchase price, this Award is made in consideration of Service previously rendered and to be rendered by the Participant to the Company.

Equity Incentive Plan and Defined Terms. Capitalized terms not defined herein shall have the same meaning as in the Plan.  In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

Dividend Equivalents.  Each Unit held as of the record date for dividends or other distributions paid in respect of shares of Common Stock shall be entitled to a dividend equivalent equal to the amount paid in respect of one share of Common Stock.  Prior to vesting, such dividend equivalents shall accumulate and be paid within thirty (30) days following the vesting date and only to the extent the Units vest.  All rights to dividend equivalents shall be forfeited along with and to the extent the Units are forfeited.

RESTRICTED STOCK UNITS

Vesting.  Unless earlier forfeited, RSU vesting will occur on the following schedule:

[*Vesting Schedule*]

162(m) RSU Performance Goal and Delayed Vesting.  For 162(m) RSUs, each scheduled vesting shall be conditioned upon the Company having achieved [*162(m) Performance Goal*] (the “162(m) RSU Performance Goal”).  Vesting of 162(m) RSUs shall be delayed until the Committee determines, in its sole discretion, and certifies in writing whether and the extent to which the 162(m) RSU Performance Goal was achieved.  Such determination and certification shall occur as soon as practicable following the receipt of the Company’s financial statements for the applicable fiscal year.

Forfeiture.  Unless otherwise provided in a written agreement with the Participant in effect as of the Date of Grant, all unvested RSUs shall be immediately forfeited upon termination of the Participant’s Service for any reason prior to the scheduled vesting date set forth in Section 2(a).  Any 162(m)

RSUs that do not vest as a result of the Company’s failure to achieve the 162(m) Performance Goal for the applicable fiscal year shall be immediately forfeited.  Provided however, a termination occurring after the scheduled vesting date set forth in Section 2(a) but before certification by the Committee as provided in Section 2(c) shall not result in forfeiture of 162(m) RSUs if achievement of the 162(m) Performance Goal is ultimately certified. 

Performance STOCK UNITS

Vesting.  Unless earlier forfeited, all or a portion of the PSUs are eligible to vest based upon the Company’s achievement of a [*Performance Targets*] for [*Performance Period*] (the “Performance Period”).  The [*if multiple performance targets*] may be referred to collectively as the “PSU Performance Goals”.

[*Details of Performance Targets and Vesting Percentages*]

Performance Determinations.  The Committee shall determine, in its sole discretion, and certify in writing whether and the extent to which the PSU Performance Goals were achieved with respect to the Performance Period.  Such determination and certification shall occur as soon as practicable following the receipt of the Company’s financial statements for the last fiscal year of the Performance Period.  Achievement of the PSU Performance Goals shall be determined in accordance with U.S. GAAP in effect as of the Date of Grant.  Cumulative results shall be determined by taking the sum of the relevant measurement for each fiscal year included in the Performance Period.

Forfeiture.  All PSUs shall be immediately forfeited upon the Company’s failure to achieve the [*Performance Targets*] or the Participant’s termination for Cause.  Each PSU that does not vest pursuant to Sections 3(a) shall be immediately forfeited.  Unless otherwise provided in a written agreement with the Participant in effect as of the Date of Grant, unvested PSUs shall be forfeited upon termination of service (other than for Cause) prior to the last day of the Performance Period in accordance with the following schedule:

[*Forfeiture Schedule*]

SETTLEMENT OF UNITS

Time of Settlement.  Subject to the terms of the Plan and this Agreement, each Unit shall be settled within thirty (30) days following and only to the extent of vesting (each, a “Settlement Date”).  On the Settlement Date, the applicable Units shall be converted into an equivalent number of shares of Common Stock that will be immediately distributed to the Participant (or the Participant’s legal representative). With regard to shares of Common Stock delivered on the Settlement Date, the Company may at its election either (i) issue a certificate representing the shares, or (ii) not issue any certificate representing the shares and instead document the Participant’s interest by registering the shares with the Company's transfer agent (or another custodian selected by the Company) in book-entry form.

Delay of Settlement.  Notwithstanding Section 4(a), the Settlement Date may be delayed where the Company reasonably anticipates that the settlement of the Units will violate Federal securities laws or other applicable law; provided that the Units shall be settled at the earliest date on which the Company reasonably anticipates that the settlement will not cause such violation.  For purposes of this Section 4(b), the making of a payment that would cause inclusion in gross income or the application of any penalty provision of the Code shall not be treated as a violation of applicable law.

MISCELLANEOUS PROVISIONS.

Securities Laws. Subject to Section 4(b), no shares of Common Stock will be issued or transferred pursuant to this Agreement unless and until all then applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the shares of Common Stock may be listed, have been fully met.  As a condition precedent to the issuance of shares of Common Stock pursuant to this Agreement, the Company may require the Participant to take any reasonable action to meet such requirements.  The Committee may impose such conditions on any shares of Common Stock issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares.  The Committee may also require the Participant to represent and warrant at the time of issuance or transfer that the shares of Common Stock are being acquired only for investment purposes and without any current intention to sell or distribute such shares. 

Participant Undertaking.  The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect the obligations or restrictions imposed on either the Participant or upon the shares of Common Stock issued pursuant to this Agreement.

No Right to Continued Service.  Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.  The value of the Units is not a part of the Participant’s normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

Notification.  Any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or within three (3) days of deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.

Entire Agreement.  This Agreement, the Notice and the Plan constitute the entire agreement between the parties hereto regarding the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

Waiver.  No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

Successors and Assigns.  The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

Severability.  The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Amendment.  This Agreement may be amended from time to time by the Committee in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse impact on the Participant or his/her rights hereunder (as determined by the Committee in its reasonable discretion) without the Participant’s consent. 

Governing Law.  This Agreement and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.

Section 162(m) Compliance.  The 162(m) RSUs and the PSUs are intended to constitute “qualified performance-based compensation” as that term is used in Section 162(m) of the Code and shall be subject to the terms and conditions of Section 10 of the Plan.  For the avoidance of doubt, the Committee may adjust the 162(m) RSU Performance Goal and/or the PSU Performance Goals (including, without limitation, to prorate goals and payments for a partial plan year) pursuant to Section 10.5 of the Plan and subject to compliance with Section 162(m) of the Code.

Section 409A Compliance.  To the extent applicable, it is intended that the Units comply with the requirements of Section 409A of the Code and the Treasury Regulations and other guidance, compliance programs and other interpretive authority thereunder (“Section 409A”), and that this Agreement shall be interpreted and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A.  In the event that (i) any provision of this Agreement, (ii) the Units or any payment or transaction in respect of the Units or (iii) other action or arrangement contemplated by the provisions of this Agreement is determined by the Committee to not comply with the applicable requirements of Section 409A, the Committee shall have the authority to take such actions and to make such changes to this Agreement as the Committee deems necessary to comply with such requirements.  No payment that constitutes deferred compensation under Section 409A that would otherwise be made under this Agreement upon a termination of Service will be made or provided unless and until such termination is also a “separation from service,” as determined in accordance with Section 409A.  Notwithstanding the foregoing or anything elsewhere in this Agreement to the contrary, if the Participant is a “specified employee” as defined in Section 409A at the time of termination of Service with respect to the Units, then solely to the extent necessary to avoid the imposition of any additional tax under Section 409A, the commencement of any payments or benefits under the Units shall be deferred until the date that is six months following the Participant’s termination of Service (or, if earlier, the date of death of the Participant).  Notwithstanding anything to the contrary in this Agreement, dividend equivalents shall be paid no later than the March 15 following the calendar year during which the Participant first acquires a vested, legally binding right to receive the dividend equivalent.  In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with Section 409A.