Exhibit 10.1
CARMIKE CINEMAS,
INC.
2004 INCENTIVE STOCK
PLAN
EMPLOYEE
NON-INCENTIVE STOCK
OPTION
OPTION CERTIFICATE
Carmike Cinemas, Inc., 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
[NUMBER OF SHARES] shares of Stock at an Option Price per
share equal to [$XX] , 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
automatically shall vest in this Option with respect to
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(1)
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one third of
the number of shares of Stock underlying the grant of this Option
(rounding down to the nearest whole share) if and when the Fair
Market Value of Carmike’s Stock has stayed at a level equal
to at least 125% of the Option Price for this Option for a period
of 20 consecutive trading days;
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(2)
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an additional
one third of the number of shares of Stock underlying the grant of
this Option (rounding down to the nearest whole share) if and when
the Fair Market Value of Carmike’s Stock has stayed at a
level equal to at least 130% of the Option Price for this Option
for a period of 20 consecutive trading days; and
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(3)
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all remaining
unvested shares of Stock underlying the grant of this Option
(rounding down to the nearest whole share) if and when the Fair
Market Value of Carmike’s Stock has stayed at a level equal
to at least 135% of the Option Price for this Option for a period
of 20 consecutive trading days.
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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
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