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

By:

By:

[*]

Name:

[*]

Title:

[*]

(a)

Stock Unit Awards.  AMC Entertainment Holdings, Inc. (the “Company”) hereby grants to the Participant identified on the preceding Stock Unit Award Notice (the “Notice”) as of the date on the 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”).

(b)

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.

(i)

Restricted Stock Units.  Restricted Stock Units (“RSUs”) are Units that vest based upon continued service through specified vesting dates.    

(ii)

Performance Stock Units.  Performance Stock Units (“PSUs”) are Units that vest based upon attainment of performance goals over a specified performance period.  As designated in the Notice, PSUs will vest based upon achievement of [*].

(c)

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.

(d)

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.

(e)

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.

(f)

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

(g)

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 last day of the fiscal year immediately preceding a scheduled vesting date.

(h)

Vesting.  Unless earlier forfeited, all of the PSUs are eligible to vest based upon the Company’s achievement of the Performance Targets (as defined below) for the period beginning  [*] and ending [*] (the “Performance Period”).  The Performance Targets may be referred to as the “PSU Performance Goals”.

(i)

Performance Targets.    [*Description and Definitions relating to Performance Targets*]  On the date the Committee certifies the Company’s performance against the Performance Targets for the Performance Period, a percentage of the unforfeited PSUs shall vest in accordance with the schedule attached hereto as Appendix A (if performance falls between two stated levels, then the vested percentage shall be determined by linear interpolation).

(i)

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 measurements for each fiscal year included in the Performance Period.

(j)

Forfeiture.    All PSUs shall be immediately forfeited upon the Participant’s termination for Cause.    Each PSU that does not vest pursuant to Sections 3(a)(i) or 3(a)(ii) 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:

(k)

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.

(l)

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.

(m)

Withholding Requirements.  As of the date any tax withholding is due and paid by the Company on behalf of the Participant with respect to Units prior to their Settlement Date, the Company shall accelerate settlement and withhold shares of Common Stock with a Fair Market Value equal to the amount of the applicable tax withholding plus any tax withholding liability incurred as a result of such acceleration.  For tax withholding due upon a Settlement Date, if permitted by the Committee at such time, the Participant may elect to satisfy the tax withholding by remitting to the Company an amount in cash equal to the applicable tax withholding.  If no such election is made or the Committee does not permit such an election,  the Company shall withhold shares of Common Stock with a Fair Market Value equal to the amount of the applicable tax withholding.    In all cases, the amount of tax withholding shall be determined by the Company in compliance with applicable tax laws and regulations.  In no instance shall shares of Common Stock be withheld with a Fair Market Value exceeding the maximum amount of tax owed.  Notwithstanding any action the Company takes with regard to tax withholding, the ultimate liability for the payment of taxes remains with the Participant and the Company makes no representation regarding the tax impacts to the Participant upon the grant, vesting or settlement of the Units or any subsequent sale of Common Stock.

(n)

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, by any regulatory agencies having jurisdiction,

and by any exchanges upon which such shares may be listed have been fully met.  As a condition precedent to the issuance of such shares, 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 may be 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. 

(o)

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.

(p)

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.

(q)

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.

(r)

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.

(s)

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.

(t)

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.

(u)

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.

(v)

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.    

(w)

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.

(x)

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.

% Attained
(Actual vs PSU Performance Goal)

PSUs Vested

(Percentage of PSUs awarded)

less than 80%

0%

80%

50%

81%

54%

82%

58%

83%

62%

84%

66%

85%

70%

86%

74%

87%

78%

88%

82%

89%

86%

90%

90%

91%

91%

92%

92%

93%

93%

94%

94%

95%

95%

96%

96%

97%

97%

98%

98%

99%

99%

100%

100%

101%

105%

102%

110%

103%

115%

104%

120%

105%

125%

106%

130%

107%

135%

108%

140%

109%

145%

110%

150%

111%

155%

112%

160%

113%

165%

114%

170%

115%

175%

116%

180%

117%

185%

118%

190%

119%

195%

120% or higher

200%