Exhibit 10.3
CARMIKE CINEMAS,
INC.
2004 INCENTIVE STOCK
PLAN
STOCK GRANT
CERTIFICATE
This Stock Grant Certificate
evidences a Stock Grant made pursuant to the Carmike Cinemas, Inc.
2004 Incentive Stock Plan of 50,000 shares of restricted
Stock to S. DAVID PASSMAN III, who shall be referred to as
“Executive”. This Stock Grant is granted effective as
of June 4, 2009, which shall be referred to as the
“Grant Date.”
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CARMIKE
CINEMAS, INC.
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By:
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Senior Vice President
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Date:
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June 4,
2009
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TERMS AND
CONDITIONS
§ 1. Plan and Stock Grant
Certificate . This
Stock Grant is subject to all of the terms and conditions set forth
in this Stock Grant Certificate and in the Plan. If a determination
is made that any term or condition set forth in this Stock Grant
Certificate is inconsistent with the Plan, the Plan shall control.
All of the capitalized terms not otherwise defined in this Stock
Grant Certificate shall have the same meaning in this Stock Grant
Certificate as in the Plan. A copy of the Plan will be made
available to Executive upon written request to the Chief Financial
Officer of Carmike.
§ 2. Stockholder
Status . Executive
shall have the right under this Stock Grant to receive ordinary
cash dividends on all of the shares of Stock subject to this Stock
Grant and to vote such shares until Executive ‘s right to
such shares is forfeited or becomes nonforfeitable. If Executive
forfeits his shares under § 3, Executive shall at the
same time forfeit Executive ‘s right to vote such shares and
to receive ordinary cash dividends paid with respect to such
shares. Any extraordinary cash dividends and any Stock dividends or
other distributions of property made with respect to shares of
Stock that remain subject to forfeiture under § 3 shall
be held by Carmike, and Executive’s rights to receive such
dividends or other property shall be forfeited or shall be
nonforfeitable at the same time the shares of Stock with respect to
which the dividends or other property are attributable are
forfeited or become nonforfeitable. Except for the rights to
receive ordinary cash dividends and vote the shares of Stock
subject to this Stock Grant which are described in this
§ 2, Executive shall have no rights as a stockholder with
respect to such shares of Stock until Executive’s interest in
such shares has become nonforfeitable.
§ 3. Vesting and
Forfeiture .
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(a)
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Vesting . Subject to § 3(b) and §
3(c):
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(i)
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If Executive
remains continuously employed by Carmike until June 4, 2010,
Executive’s interest in 16,667 shares of the Stock subject to
this Stock Grant shall become nonforfeitable as of June 4,
2010;
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(ii)
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If Executive
remains continuously employed by Carmike until June 4, 2011,
Executive’s interest in 16,667 shares of the Stock subject to
this Stock Grant shall become nonforfeitable as of June 4,
2011; and
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(iii)
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If Executive
remains continuously emplo
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