AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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Exhibit 10.11

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of December 18, 2008 (this " Agreement ") by and between Regal Entertainment Group, a Delaware corporation (the " Company "), and Amy E. Miles (" Executive ").

RECITALS

        In order to induce Executive to serve as Executive Vice President and Chief Financial Officer of the Company, the Company desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement.

        Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth.

        It is therefore hereby agreed by and between the parties as follows:

        1.     Employment .

        1.1     Position.     Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term (as defined herein) as its Executive Vice President and Chief Financial Officer. In her capacity as Executive Vice President and Chief Financial Officer of the Company, Executive shall have the powers, responsibilities and authorities of chief financial officers of corporations of the size, type and nature of the Company, as it exists from time to time, as are assigned by the Chief Executive Officer consistent with Executive's position. At the request of the Company, Executive will serve as an officer and/or director of any of the Company's subsidiaries for no additional compensation.

        1.2     Duties.     Subject to the terms and conditions of this Agreement, Executive hereby agrees to be employed as Executive Vice President and Chief Financial Officer of the Company and agrees to devote such working time and efforts (except for permitted vacation periods and reasonable periods of illness and other incapacity), to the best of her ability, experience and talent, to the performance of services, duties and responsibilities in connection therewith so that such performance shall be her primary business activity. Executive shall perform such duties and exercise such powers with respect to the activities of the Company, commensurate with her position, as Executive Vice President and Chief Financial Officer of the Company, as the Chief Executive Officer shall from time to time reasonably delegate to her.

        1.3     Other Service.     Nothing in this Agreement shall preclude Executive from serving on boards of directors of other companies or trade organizations and participating in charitable, community or religious activities that do not substantially interfere with her duties and responsibilities hereunder or conflict with the interest of the Company.

        1.4     Reporting.     Executive shall report directly to (a) Michael L. Campbell, Chief Executive Officer and Chairman of the Board of Directors of the Company or (b) if Mr. Campbell is no longer employed by the Company, the then existing Chief Executive Officer of the Company.

        2.     Term .

        2.1     Term of Employment.     Executive's term of employment under this Agreement shall commence as of the Effective Date (as defined below), and, subject to the terms hereof, shall terminate on the earlier of (i) the third anniversary of the Effective Date, or (ii) termination of Executive's employment pursuant to this Agreement (the " Term "); provided, however, that any termination of employment by Executive (other than for death or Permanent Disability) or by the Company may only be made upon 90 days prior written notice to the other party hereto. Executive shall resign from any and all positions, including board memberships, held by her with the Company or any subsidiary of the Company upon any termination of employment.

        2.2     Extensions.     On each anniversary of the date hereof, commencing in 2009, one year shall be added to the termination date specified in Section 2.1(i) hereof, so that as of each anniversary of the date hereof the remaining Term of Executive's employment as determined under Section 2.1(i) hereof shall be three (3) years.

        2.3     Effective Date.     This Agreement shall only be effective and enforceable by the Company or Executive as of the date hereof (the " Effective Date ").

        3.     Compensation .

        3.1     Salary.     The Company shall pay Executive a base salary (" Base Salary ") at the rate of $412,500 per annum commencing on the beginning of Executive's term of employment hereunder. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company. The Compensation Committee of the Board of Directors of the Company will review Executive's salary at least annually and may increase (but not reduce) Executive's Base Salary in its sole discretion. Once increased such Base Salary shall not be reduced, and, as so increased, shall constitute "Base Salary" hereunder.

        3.2     Annual Bonus.     In addition to her Base Salary, Executive shall, commencing with the 2008 fiscal year and continuing each fiscal year thereafter, be afforded a reasonable opportunity to earn an annual cash bonus (the " Bonus ") during the Term. In determining Executive's bonus, Executive's target bonus shall be at least 75% of Base Salary (the " Target Bonus ") and Executive's stretch bonus shall be at least 100% of Base Salary. For 2008, Executive's Bonus shall be calculated in accordance with the Company's 2008 Bonus Plan as adopted by the Board. After 2008, the Compensation Committee, after consultation with management, will in the last quarter of each year establish a reasonable performance target for the Company's bonus plan for the next year based on the actual and projected performance of the Company.

        4.    Employee Benefits.

        4.1     Employee Benefit Programs, Plans and Practices.     The Company shall during the Term provide Executive with coverage under all employee pension and welfare benefit programs, plans and practices (to the extent permitted under any employee benefit plan) in accordance with the terms thereof, which the Company generally makes available to its senior executives.

        4.2     Vacation.     While employed hereunder, Executive shall be entitled to no less than 20 business days paid vacation in each calendar year, which shall be taken at such times as are consistent with Executive's responsibilities hereunder.

        5.      Expenses.     Executive is authorized to incur reasonable expenses in carrying out her duties and responsibilities under this Agreement. The Company will reimburse Executive for such expenses upon presentation by Executive from time to time of appropriately itemized and approved (consistent with the Company's policy) accounts of such expenditures.

        6.     Termination of Employment .

        6.1     Termination Without Cause.     Except as provided in Section 6.3, if Executive's employment is terminated by the Company (other than for Permanent Disability, death or Cause), Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which she is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated under this Section 6.1, Executive shall also be entitled to receive:

        (a)   an amount in lieu of any other cash compensation beyond that provided in the immediately preceding sentence, which amount shall be equal to the sum of:

        (i)    the actual bonus, if any, she would have received in respect of the fiscal year in which her termination occurs, prorated by a fraction, the numerator of which is the number of

days in such fiscal year prior to the date of Executive's termination and the denominator of which is 365, payable at the same time as bonuses are paid to other executives;

        (ii)   two times Executive's annual Base Salary; plus one times Executive's Target Bonus; payable in a lump sum within 30 days following such termination of employment; provided that if such termination occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the year following the date of the Executive's termination; and

        (b)   continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to the Company.

        In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.

        6.2     Termination For Good Reason.     Except as provided in Section 6.3, Executive may resign for Good Reason (as defined below) if Executive provides written notification to the Company of the existence of a condition constituting Good Reason ("Notification") within ninety (90) days of the initial existence of such condition ("Existence Date") and the resignation occurs within two (2) years of the Existence Date. If Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which she is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and expense incurred for which Executive is entitled to reimbursement hereunder. If Executive resigns under this Section 6.2, Executive shall also be entitled to receive:

        (a)   an amount (the " Section 6.2 Termination Amount ") in lieu of any other cash compensation beyond that provided in the immediately preceding sentence, which amount shall be equal to the sum of:

        (i)    the actual bonus, if any, she would have received in respect of the fiscal year in which her resignation occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's resignation and the denominator of which is 365, payable at the same time as bonuses are paid to other executives;

        (ii)   two times Executive's annual Base Salary; plus one times Executive's Target Bonus; payable in a lump sum within 30 days following such resignation of employment; provided that if such resignation occurs within 90 days prior to calendar year end, amount shall be payable on January 1 of the year following the date of the Executive's resignation; and

        (b)   continued coverage for a 24-month period under any employee medical, health and life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to the Company.

Good Reason shall be defined as one or more of the following conditions arising without the consent of the Executive and which has not been remedied by the Company within thirty (30) days after receipt of the Notification: (i) a material reduction in Executive's Base Salary or the establishment of or any amendment to the annual cash bonus plan which would materially impair the ability of the Executive to receive the Target Bonus (other than the establishment of reasonable EBITDA or other reasonable performance targets to be set annually in good faith by the Board), (ii) a material diminution of Executive's titles, offices, positions or authority, excluding for this purpose an action not taken in bad faith; or the assignment to Executive of any duties inconsistent with Executive's position (including status or reporting requirements), authority, or material responsibilities, or the removal of Executive's authority or material responsibilities, excluding for this purpose an action not taken in bad faith, (iii) a