EXHIBIT 10.1EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENTRelease Agreement |
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AMC ENTERTAINMENT INC | Marquee Holdings Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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This Employment Separation and General Release Agreement (this " Separation Agreement "), is entered into this 20 th day of March 2007, by and between Philip M. Singleton (" Employee "), and Marquee Holdings Inc., a Delaware corporation (" Holdings "), AMC Entertainment Inc., a Delaware corporation (" AMCE "), and American Multi-Cinema, Inc., a Missouri corporation and wholly owned subsidiary of AMCE (" AMC " and, collectively with Holdings and AMCE, the " Company "). WHEREAS , Employee has been employed as the President and Chief Operating Officer of AMC; and WHEREAS , Employee and the Company have mutually agreed to terminate Employee's employment relationship with the Company upon the terms set forth herein. NOW, THEREFORE , in consideration of the covenants undertaken and the release contained in this Separation Agreement, Employee and the Company agree as follows: I. Resignation . Employee hereby resigns as an officer, director, employee, member, manager and in any other capacity with the Company and each of its affiliates, effective March 20, 2007 (the " Separation Date "). Concurrently with the execution of this Separation Agreement, Employee shall execute the letter attached as Exhibit A hereto and promptly deliver such letter to AMC. The Company and its affiliates hereby accept such resignation, effective immediately. Employee acknowledges and agrees that he has received all amounts owed for his regular and usual salary (including, but not limited to, any severance, overtime, bonus, accrued vacation, commissions, or other wages) and usual benefits, and that all payments due to Employee from the Company after the Separation Date shall be determined under this Separation Agreement. II. Severance. A. Severance Pay . The Company shall pay as severance pay to Employee a lump sum amount of Two Million Four Hundred Sixty-Five Thousand One Hundred Thirty-Nine Dollars and No Cents ($2,465,139.00), less applicable withholding and authorized deductions, within ten days after his return of this executed Agreement to AMC (" Lump Sum Severance Payment "), provided this Separation Agreement has not sooner been revoked, in whole or in part, by Employee. B. Retirement Benefit Continuation . Employee will remain eligible for benefits under the AMC Supplemental Executive Retirement Plan, the Defined Benefit Retirement Income Plan, the AMC Nonqualified Deferred Compensation Plan and the Retirement Enhancement Plan (collectively, the " Retirement Plans ") as in effect immediately prior to the Separation Date, pursuant to the terms thereof as may be amended or terminated from time to time. 1 C. Certain Other Benefits . Employee shall be entitled to the benefits described on the attached Exhibit B in accordance with their terms as in effect from time to time and subject to his satisfaction of applicable requirements thereunder. Nothing in this Separation Agreement shall affect the Company's ability to amend or terminate any such benefit plan, program or arrangement from time to time in accordance with its terms (" Exhibit B Benefit Programs "). Further, nothing in this Separation Agreement shall establish or enhance any rights or benefits on the part of Employee under the Retirement Plans or under any Exhibit B Program that he would not have had had he not entered into this Separation Agreement. D. No Other Benefits . The Lump Sum Severance Payment, benefits under the Retirement Plans and Exhibit B Benefits pursuant to this Section II are in lieu of any other payments or benefits (and, except as specifically provided under the Retirement Plans and the Exhibit B Benefit Programs, none shall accrue) after the Separation Date. Employee specifically acknowledges and agrees that he is entitled to receive no severance pay or other severance benefits pursuant to any severance plan or policy of the Company or any of its affiliates. Nothing contained in this Section II shall be construed as curtailing Employee's rights to elect to make portable any insurance benefits provided to him by the Company as may be available to him pursuant to the terms of the applicable insurance arrangements. III. Mutual Nondisparagement; Press Release . Employee agrees that he shall not, directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages, either professionally or personally, the Company or any of its affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, or make any statement or engage in any conduct that has the purpose or effect of disrupting the business of the Company or any of its affiliates. The Company agrees that it shall not, and it shall take reasonable steps to ensure that its officers or directors shall not, directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages Employee, either professionally or personally. A copy of the form of press release announcing Employee's employment termination is attached hereto as Exhibit E. Any other Company press release (whether internal or external) issued by the public relations department of the Company with respect to Employee's employment termination shall require the approval of Employee. IV. Releases . A. Release by Employee . Employee on behalf of himself, his descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and discharges each of Holdings, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the " Releasees, " with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now 2 owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Separation Agreement including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act of 1993, and applicable state and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability; provided that such release shall not apply to (1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable law. B. Release by the Company . The Company, on behalf of its employees, officers, directors, divisions, subsidiaries, parents, affiliates, assigns and successors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to sue Employee, his descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with Employee's employment, the termination thereof, or any other relationship with or interest in the Company resulting from or arising out of any act or omission by or on the part of Employee committed or omitted prior to the date of this Agreement; provided, however, that the foregoing release does not apply to any breach by Employee of his fiduciary duties to the Company, to fraud by Employee, or to any claim that cannot be released as a matter of applicable law. C. Additional Release by Employee . In addition to the release set forth in Section IV.A above, and subject to the exceptions set forth therein, Employee, on his own behalf and behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to sue any director, officer, shareholder, partner, representative, attorney, agent or employee, past or present, of any Company Releasee, from and with respect to any and all claims, agreements, obligations, demands and causes of action 3 (collectively, " Known Claims "), arising out of or in any way connected with Employee's employment or any other relationship with or interest in the Company. D. Additional Release by the Company . In addition to the release set forth in Section IV.B above, and subject to the exceptions set forth therein, the Company, on behalf of its employees, officers, directors, divisions, subsidiaries, parents, affiliates, assigns and successors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to sue any director, officer, shareholder, partner, representative, attorney, agent or employee, past or present, of Employee, any entities he controls, his descendants, dependents, heirs, executors, administrators, assigns and successors, from and with respect to any Known Claims. V. ADEA Waiver . Employee expressly acknowledges and agrees that by entering into this Separation Agreement, he is waiving any and all rights or claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Separation Agreement. Employee further expressly acknowledges and agrees that: A. In return for this Separation Agreement, he will receive consideration beyond that which he was already entitled to receive before entering into this Separation Agreement; B. He is hereby advised in writing by this Separation Agreement to consult with an attorney before signing this Separation Agreement; C. He was informed that he had twenty-one (21) days within which to consider this Separation Agreement (or to waive such period if he so desired by executing Exhibit C hereto); and D. He was informed that he had seven (7) days following the date of execution of this Separation Agreement in which to revoke this Separation Agreement. VI. No Transferred Claims . Employee warrants and represents that he has not heretofore assigned or transferred to any person not a party to this Separation Agreement any released matter or any part or portion thereof and he shall defend, indemnify and hold the Company and each of its affiliates harmless from and against any claim (including the payment of attorneys' fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. VII. Confidential Information . A. Employee acknowledges that he possesses information relating to the Company and its affiliated companies and their respective operations that is confidential or a trade secret. Such information includes information, whether obtained in writing, in conversation or otherwise, concerning corporate strategy, intent and plans, business operations, pricing, costs, budgets, equipment, the status, scope and term of pending acquisitions, negotiations and transactions, the terms of existing or proposed business arrangements, contracts 4 and obligations, and corporate and financial reports. Such confidential or trade secret information shall not, however, include information in the public domain unless Employee has, without authority, made it public. To the extent your disclosure of any such information is compelled by federal or state law, you agree to advise (to the extent legally permitted) the Company in advance of any such compelled disclosure and acknowledge that it shall only be pursuant to a court order that protects the confidentiality of the information to the greatest extent permitted by law, and only to such persons and/or agencies authorized to receive such information under such order, with the costs of complying with such court order reimbursed by the Company to Employee. B. Employee shall (i) keep such information confidential, (ii) take appropriate precautions to maintain the conf |
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