Exhibit 10.4
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 S. DAVID
PASSMAN III , or “Executive”, to purchase from
Carmike 200,000 shares of Stock at an Option Price per share
equal to $8.46, 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 June 4, 2009, 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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Senior Vice
President
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Date:
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June 4,
2009
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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 Executive
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 Executive upon the exercise of this
Option.
§ 2 . Section 16(a) . If
Executive, at the time he 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 Executive should
consult Carmike before he exercises such rights to determine
whether the securities law might subject him 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), Executive shall
automatically vest in this Option with respect to
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(i)
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66,667 shares
of the Stock underlying this Option if Executive remains
continuously employed by Carmike until June 4,
2010;
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(ii)
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66,667 shares
of the Stock underlying this Option if Executive remains
continuously employed by Carmike until June 4, 2011;
and
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(iii)
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66,666 shares
of the Stock underlying this Option if Executive remains
continuously employed by Carmike until June 4,
2012.
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(b)
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Other
Vesting and Exercise Provisions .
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(i)
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Without
Cause and Good Reason .
If Carmike at any time terminates Executive’s employment
without Cause (as defined in the Employment Agreement between
Carmike and the Executive, dated as of June 4, 2009 (the
“Employment Agreement”)) or if Executive resigns during
his Protection Period (as defined in the Employment Agreement) for
Good Reason (as defined in the Employment Agreement), then each
outstanding and nonvested Non-ISO represented by this Option
Certificate shall become fully vested and exercisable on the date
Executive’s employment so terminates and shall remain
exercisable for ninety (90) days, or if less, for the
remaining term of this Non-ISO (as determined as if there had been
no such termination of Executive’s employment), su
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