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SEPARATION AGREEMENT

Termination Severance Agreement

SEPARATION AGREEMENT You are currently viewing:
This Termination Severance Agreement involves

Carmike Cinemas, Inc

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Title: SEPARATION AGREEMENT
Governing Law: Georgia     Date: 5/23/2007
Industry: MOVIES     Sector: SERVIC

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Form of Separation Agreement

Exhibit 10.1

The following named executive officers have executed this Separation Agreement, a form of which follows, with Carmike Cinemas, Inc. as of the dates indicated below:

 

Name

  

Date

Richard B. Hare    May 21, 2007
Lee Champion    May 21, 2007
Gary F. Krannacker    May 21, 2007
Larry Collins    May 21, 2007

SEPARATION AGREEMENT

This Separation Agreement, or “Agreement”, is entered into by and between Carmike Cinemas, Inc., a Delaware corporation, and [NAME], or “Executive”.

WHEREAS, Executive currently is employed by Carmike as Carmike’s [TITLE]; and

WHEREAS, Carmike and Executive desire to set forth the terms and conditions which will be applicable if Carmike terminates Executive’s employment without Cause before the beginning or after the end of his or her Protection Period; and

WHEREAS, Carmike and Executive desire to set forth the terms and conditions which will be applicable if Carmike terminates Executive’s employment without Cause or Executive resigns for Good Reason during his or her Protection Period;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Carmike and Executive hereby agree as follows:

§ 1.

Definitions

1.1 Board. The term “Board” for purposes of this Agreement shall mean the Board of Directors of Carmike.

1.2 Base Salary. The term “Base Salary” for purposes of this Agreement shall mean Executive’s base salary as in effect on the day before his or her employment terminates or, if higher, his or her highest base salary which was in effect on any date in the one (1) year period ending on the date Executive’s employment terminates.


1.3 Carmike. The term “Carmike” for purposes of this Agreement shall mean Carmike Cinemas, Inc. and any successor to Carmike.

1.4 Cause. The term “Cause” for purposes of this Agreement:

(a) shall before the beginning or after the end of Executive’s Protection period mean:

(1) Executive is convicted of, pleads guilty to, or confesses or otherwise admits to any felony or any act of fraud, misappropriation or embezzlement or Executive otherwise engages in a fraudulent act or course of conduct;

(2) There is any act or omission by Executive involving malfeasance or negligence in the performance of Executive’s duties and responsibilities for Carmike, or the exercise of Executive’s powers as an executive of Carmike, where such act or omission is reasonably likely to materially and adversely affect Carmike’s business;

(3)(A) Executive breaches any of the provisions of § 3 or (B) Executive violates any provision of any code of conduct adopted by Carmike which applies to Executive and any other Carmike employee if the consequence to such violation for any employee subject to such code of conduct ordinarily would be a termination of his or her employment by Carmike; and

(4) any determination that “Cause” exists under this § 1.4(a) shall be made in good faith by the affirmative vote of at least a majority of the members of the Board then in office at a meeting called and held for purposes of making such determination.

(b) shall during Executive’s Protection Period mean:

(1) Executive is convicted of, pleads guilty to, or confesses or otherwise admits to any felony or any act of fraud, misappropriation or embezzlement or Executive otherwise engages in a fraudulent act or course of conduct which has a material and adverse effect on Carmike;

(2) There is any act or omission by Executive involving malfeasance or gross negligence in the performance of Executive’s duties and responsibilities for Carmike, or the exercise of Executive’s powers as an executive of Carmike, where such act or omission actually has a material and adverse effect on Carmike’s business;

 

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(3) (A) Executive breaches any of the provisions of § 3 and such breach has a material and adverse effect on Carmike or (B) Executive violates any provision of any code of conduct adopted by Carmike which applies to Executive and any other Carmike employee if the consequence to such violation for any employee subject to such code of conduct clearly would have been a termination of his or her employment by Carmike; provided, however,

(4) No such act or omission or event shall be treated as “Cause” under this Agreement unless (A) Executive has been provided a detailed, written statement of the basis for Carmike’s belief such act or omission or event constitutes “Cause” and an opportunity to meet with the Board (together with Executive’s counsel if Executive chooses to have Executive’s counsel present at such meeting) after Executive has had a reasonable period in which to review such statement and, if the allegation is under § 1.4(b)(2) or § 1.4(b)(3), has had at least a thirty (30) day period to take corrective action and (B) the Board after such meeting (if Executive meets with the Board) and after the end of such thirty (30) day correction period (if applicable) determines reasonably and in good faith and by the affirmative vote of at least two thirds of the members of the Board then in office at a meeting called and held for such purpose that “Cause” does exist under this Agreement.

1.5 Change in Control. The term “Change in Control” for purposes of this Agreement shall mean:

(a) a “change in control” of Carmike of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A for a proxy statement filed under Section 14(a) of the Exchange Act as in effect on the date of this Agreement;

(b) a “person” (as that term is used in Section 14(d)(2) of the Exchange Act) who becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities representing 45% or more of the combined voting power for election of directors of the then outstanding securities of Carmike;

(c) the individuals who at the beginning of any period of two consecutive years or less (starting on or after the date of this Agreement) constitute Carmike’s Board cease for any reason during such period to constitute at least a majority of Carmike’s Board, unless the election or nomination for election of each new member of the Board was approved in advance by vote of at least two-thirds of the members of such Board then still in office who were members of such Board at the beginning of such period;

 

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(d) the shareholders of Carmike approve any reorganization, merger, consolidation or share exchange as a result of which the common stock of Carmike shall be changed, converted or exchanged into or for securities of another organization or any dissolution or liquidation of Carmike or any sale or the disposition of 50% or more of the assets or business of Carmike; or

(e) the shareholders of Carmike approve any reorganization, merger, consolidation or share exchange with another corporation unless (i) the persons who were the beneficial owners of the outstanding shares of the common stock of Carmike immediately before the consummation of such transaction beneficially own more than 60% of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (ii) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in § 1.5(e)(i) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of Carmike common stock immediately before the consummation of such transaction, provided (iii) the percentage described in § 1.5(e)(i) of the beneficially owned shares of the successor or survivor corporation and the number described in § 1.5 (e)(ii) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of Carmike by the persons described in § 1.5(e)(i) immediately before the consummation of such transaction.

1.6 Code. The term “Code” for purposes of this Agreement shall mean the Internal Revenue Code of 1986, as amended.

1.7 Confidential or Proprietary Information. The term “Confidential or Proprietary Information” for purposes of this Agreement shall mean any secret, confidential, or proprietary information of Carmike (not otherwise included in the definition of Trade Secret in § 1.14 of this Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of Carmike.

1.8 Disability. The term “Disability” for purposes of this Agreement means that Executive is unable as a result of a mental or physical condition or illness to perform the essential functions of Executive’s job at Carmike even with reasonable accommodation for any consecutive 180-day period, all as reasonably determined by the Board.

1.9 Effective Date. The term “Effective Date” for purposes of this Agreement shall mean the earlier of (1) the date which includes the “closing” of the transaction which makes a Change in Control effective if the Change in Control is made effective through a transaction which has a “closing” or (2) the date a Change in Control is first reportable in accordance with applicable law as effective to the Securities and Exchange Commission if the Change in Control is made effective other than through a transaction which has a “closing”.

 

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1.10 Exchange Act. The term “Exchange Act” for purposes of this Agreement shall mean the Securities Exchange Act of 1934, as amended.

1.11 Good Reason. The term “Good Reason” for purposes of this Agreement shall mean:

(a) there is a reduction during Executive’s Protection Period in Executive’s base salary from Carmike or there is a reduction during Executive’s Protection Period in Executive’s combined opportunity to receive any incentive compensation and bonuses from Carmike without Executive’s express written consent;

(b) there is a reduction during Executive’s Protection Period in the scope, importance or prestige of Executive’s duties, responsibilities or authority at Carmike (other than as a result of a mere change in Executive’s title if such change in title is consistent with the organizational structure of Carmike following a Change in Control) without Executive’s express written consent;

(c) Carmike at any time during Executive’s Protection Period (without Executive’s express written consent) transfers Executive’s primary work site from Executive’s primary work site at the beginning of his or her Protection Period to a new primary work site which is more than ten (10) miles from Executive’s then current primary work site or, if Executive consents in writing to such a transfer under this Agreement, from the primary work site which was the subject of such consent, to a new primary work site which is more than thirty-five (35) miles from Executive’s then current primary work site unless such new primary work site is closer to Executive’s primary residence than Executive’s then current primary work site; or

(d) Carmike fails (without Executive’s express written consent) during Executive’s Protection Period to continue to provide to Executive health and welfare benefits, deferred compensation benefits, executive perquisites and stock option and restricted stock grants that are in the aggregate comparable in value to those provided to Executive immediately prior to the beginning of his or her Protection Period; where

(e) Any determination required under this § 1.11 shall be made on a reasonable, good faith basis by Executive after giving the Chief Executive Officer of Carmike a reasonable opportunity to address and cure the basis for Executive’s belief that he or she has “Good Reason” under this § 1.11.

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