Exhibit 10.2
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (this “ Agreement ”) is made as of
May 5, 2009, 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 the Chief Executive Officer of the Company and as the
Chief Executive Officer of the Company’s subsidiary, Regal
Cinemas Corporation, 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 as of the Effective
Date (as defined below), 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 Chief Executive Officer. In her
capacity as the Chief Executive Officer of the Company, Executive
shall report to the Board of Directors of the Company (the “
Board ”) or its designated representative, which shall
be Michael Campbell, Executive Chairman (the “ Designated
Representative ”), and shall have the powers,
responsibilities and authorities of chief executive officers of
corporations of the size, type and nature of the Company, as it
exists from time to time, as are assigned by the Board or the
Designated Representative consistent with Executive’s
position. In her capacity as Chief Executive Officer of the
Company’s subsidiary, Regal Cinemas Corporation, Executive
shall report to the Board of Directors of Regal Cinemas Corporation
and shall have the powers, responsibilities and authorities of
chief executive officers of corporations of the size, type and
nature of Regal Cinemas Corporation, as it exists from time to
time, as are assigned by the Board of Directors of Regal Cinemas
Corporation 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 other subsidiaries for no
additional compensation.
1.2
Duties.
Subject to the terms and conditions
of this Agreement, Executive hereby agrees to be employed as the
Chief Executive Officer of the Company and to serve as the Chief
Executive Officer of Regal Cinemas Corporation, 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
positions, as the Chief Executive Officer of the Company and as a
member of the Board, as the Board or the Designated Representative
shall from time to time reasonably delegate to her. Executive will
be responsible for the selection of the members of the management
team for the Company’s theatre operations, including Regal
Cinemas Corporation and its subsidiaries, subject in each instance
to the good faith approval of the Board.
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
Office.
Executive’s primary office
will be located in the Company’s office facility located in
Knoxville, Tennessee, or any other location acceptable to
Executive.
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2.
Term.
2.1
Term of
Employment. Executive’s term of employment under this
Agreement shall commence as of the Effective Date, 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 2010, 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
June 30, 2009 (the “ Effective Date
”).
3.
Compensation.
3.1
Salary.
The Company shall pay Executive a
base salary (“ Base Salary ”) at the rate of
$650,000 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 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 2009 fiscal year and
continuing each fiscal year during the Term hereafter, be afforded
a reasonable opportunity to earn an annual cash bonus (the “
Bonus ”). The Company shall be deemed to have
provided Executive with such opportunity by establishing one or
more reasonable annual performance goals for the Company (the
“ Annual Performance Goals ”) under an annual
executive incentive plan (a “ Bonus Plan ”)
designed to pay a bonus should the Company meet or exceed such
goals. In determining Executive’s Bonus,
Executive’s target Bonus shall be at least 100% of Base
Salary (the “ Target Bonus ”). If in any
year the Annual Performance Goals for the Company are exceeded by a
material amount, the Company shall award Executive a
“stretch” Bonus of up to an additional 50% of Base
Salary (for a total Bonus of up to 150% of Base Salary) as
determined by the Compensation Committee of the Board. For
2009, Executive’s Bonus shall be calculated in
accordance with the Company’s 2009 Bonus Plan as adopted by
the Board prior to the date hereof. After 2009, the
Compensation Committee of the Board, after consultation with
management, will in the last quarter of each year establish
reasonable eligibility requirements and Annual Performance Goals
for the Bonus Plan for the next year based on the actual and
projected performance of the Company. Executive shall be deemed to
have earned an annual Bonus under the Company’s Bonus Plan so
long as Executive meets the Annual Performance Goals established
thereunder and is employed by the Company as of the last day of the
Company’s fiscal year.
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.
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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 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 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
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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 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
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