Exhibit 10.1
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
Michael L. Campbell (“ Executive ”).
RECITALS
In order to induce Executive to
serve as the Executive Chairman of its Board of Directors and as
the Executive Chairman 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 Executive Chairman of its Board of
Directors. In his capacity as the Executive Chairman of the
Company, Executive shall report to the Board of Directors of the
Company (the “ Board ”) and shall have the
powers, responsibilities and authorities of executive chairmen of
corporations of the size, type and nature of the Company, as it
exists from time to time, as are assigned by the Board consistent
with Executive’s position. In his capacity as Executive
Chairman 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 executive chairmen 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 Executive
Chairman of the Company and to serve as Chairman of the Board and
as the Executive Chairman 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 his ability, experience and talent, to
the performance of services, duties and responsibilities in
connection therewith so that such performance shall be his primary
business activity. Executive shall perform such duties and exercise
such powers with respect to the activities of the Company,
commensurate with his positions, as the Executive Chairman of the
Company and as a member of the Board, as the Board shall from time
to time reasonably delegate to him.
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 his 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 (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
him 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 $800,000 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 his 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.
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4.2
Health Benefits Continuation. In the event
Executive’s employment is terminated pursuant to Sections
6.1, 6.2, 6.3, 6.4 or 6.6 (other than termination by the Company
for Cause in Section 6.6), the Company shall permit Executive
to continue to participate in the Company’s health insurance
programs, plans and practices, for family coverage, in accordance
with the terms thereof, which the Company generally makes available
to its employees, at his sole cost and expense equal to the
Company’s cost to provide such coverage. Such right to
continued participation shall commence after the Company provides
post-termination coverage as required in Sections 6.1, 6.2 and 6.3
or immediately after termination of employment with respect to
Sections 6.4 and 6.6.
4.3
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 his 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 he 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,
he would have received in respect of the fiscal year in which his
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
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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 he 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,
he would have received in respect of the fiscal year in which his
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
