Exhibit 10.2
CARMIKE CINEMAS,
INC.
2004 INCENTIVE STOCK
PLAN
EMPLOYEE
NON-INCENTIVE STOCK
OPTION
OPTION CERTIFICATE
Carmike Cinemas, Inc.
(“Carmike”), a Delaware corporation, in accordance with
the Carmike Cinemas, Inc. 2004 Incentive Stock Plan, hereby grants
an Option to [NAME] , or “Eligible Employee”, to
purchase from Carmike [# OF SHARES] shares of Stock at an
Option Price per share equal to $xxxx, which grant shall be subject
to all of the terms and conditions set forth in this Option
Certificate and in the Plan. This grant has been made on [GRANT
DATE] , which shall be referred to as the “Grant
Date”. This Option is not intended to satisfy the
requirements of § 422 of the Code and thus shall be
referred to as a “Non-ISO”.
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CARMIKE
CINEMAS, INC.
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By:
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Date:
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TERMS AND
CONDITIONS
§ 1. Plan . This Non-ISO grant is
subject to all the terms and conditions set forth in the Plan and
this Option Certificate, and all the terms in this Option
Certificate which begin with a capital letter either are defined in
this Option Certificate or in the Plan. If a determination is made
that any term or condition set forth in this Option Certificate is
inconsistent with the Plan, the Plan shall control. A copy of the
Plan will be made available to Eligible Employee upon written
request to the Chief Financial Officer of Carmike. Carmike does not
intend that the special tax treatment for an ISO be available to
Eligible Employee upon the exercise of this Option.
§ 2.
Section 16(a) . If Eligible Employee, at the time he or she
proposes to exercise any rights under this Non-ISO, is an officer
or director of Carmike, or is filing ownership reports with the
Securities and Exchange Commission under Section 16(a) of the
Exchange Act, then Eligible Employee should consult Carmike before
he or she exercises such rights to determine whether the securities
law might subject him or her to additional restrictions upon the
exercise of such rights.
§ 3. Vesting and
Exercise .
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(a)
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Vesting . Subject to § 3(b), Eligible Employee
shall automatically vest in this Option with respect to
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(1)
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shares
of the Stock underlying this Option if Eligible Employee remains
continuously employed by Carmike until
– ;
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(2)
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shares
of the Stock underlying this Option if Eligible Employee remains
continuously employed by Carmike until
;
and
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(3)
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shares
of the Stock underlying this Option if Eligible Employee remains
continuously employed by Carmike until
.
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(1)
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Cause . If Eligible Employee’s employment with
Carmike is terminated for “Cause” (as defined in
§ 3(c)), Eligible Employee shall forfeit his or her right
under § 3(a) to exercise all or any part of this Non-ISO
at the time of his or her termination of employment.
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(2)
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Death or Disability
. If Eligible Employee’s
employment with Carmike terminates by reason of his or her death or
Disability (as defined in § 3(c)), the right of Eligible
Employee or his or her estate (whichever is applicable) to exercise
this Non-ISO shall expire on the earlier of (A) the first
anniversary of the date his or her employment with Carmike
terminates, or (B) the 10 th anniversary of the Grant Date.
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(3)
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Other Reason
. If Eligible Employee’s
employment with Carmike terminates for any reason (other than a
reason described in § 3(b)(1) or § 3(b)(2)),
his or her right, if any, under § 3(a) to exercise this
Non-ISO shall expire on the earlier of (A) the date which is
90 days after his or her termination of employment with Carmike, or
(B) the 10 th anniversary of the Grant
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