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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/16 Amc Entertainment Inc 10-K 12/31/15 106:34M Toppan Merrill-FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.92M 2: EX-4.1(D) Instrument Defining the Rights of Security Holders HTML 2.26M 3: EX-10.30 Material Contract HTML 69K 4: EX-10.31 Material Contract HTML 60K 5: EX-10.32 Material Contract HTML 55K 6: EX-10.33 Material Contract HTML 52K 7: EX-21 Subsidiaries List HTML 32K 8: EX-31.1 Certification -- §302 - SOA'02 HTML 34K 9: EX-31.2 Certification -- §302 - SOA'02 HTML 34K 10: EX-32.1 Certification -- §906 - SOA'02 HTML 30K 17: R1 Document and Entity Information HTML 55K 18: R2 Consolidated Statements of Operations HTML 99K 19: R3 Consolidated Statements of Comprehensive Income HTML 80K 20: R4 Consolidated Balance Sheets HTML 105K 21: R5 Consolidated Balance Sheets (Parenthetical) HTML 33K 22: R6 Consolidated Statements of Cash Flows HTML 182K 23: R7 Consolidated Statements of Cash Flows HTML 30K (Parenthetical) 24: R8 Consolidated Statements of Stockholder's Equity HTML 58K 25: R9 The Company and Significant Accounting Policies HTML 139K 26: R10 Acquisition HTML 60K 27: R11 Property HTML 82K 28: R12 Goodwill and Other Intangible Assets HTML 164K 29: R13 Investments HTML 632K 30: R14 Supplemental Balance Sheet Information HTML 130K 31: R15 Corporate Borrowings and Capital and Financing HTML 149K Lease Obligations 32: R16 Stockholders' Equity HTML 121K 33: R17 Income Taxes HTML 320K 34: R18 Leases HTML 82K 35: R19 Employee Benefit Plans HTML 530K 36: R20 Commitments and Contingencies HTML 37K 37: R21 Theatre and Other Closure and Disposition of HTML 63K Assets 38: R22 Fair Value Measurements HTML 216K 39: R23 Operating Segment HTML 76K 40: R24 Accumulated Other Comprehensive Income HTML 278K 41: R25 Condensed Consolidating Financial Information HTML 1.62M 42: R26 Subsequent Event HTML 33K 43: R27 The Company and Significant Accounting Policies HTML 213K (Policies) 44: R28 The Company and Significant Accounting Policies HTML 88K (Tables) 45: R29 Acquisition (Tables) HTML 55K 46: R30 Property (Tables) HTML 83K 47: R31 Goodwill and Other Intangible Assets (Tables) HTML 170K 48: R32 Investments (Tables) HTML 624K 49: R33 Supplemental Balance Sheet Information (Tables) HTML 132K 50: R34 Corporate Borrowings and Capital and Financing HTML 122K Lease Obligations (Tables) 51: R35 Stockholders' Equity (Tables) HTML 91K 52: R36 Income Taxes (Tables) HTML 318K 53: R37 Leases (Tables) HTML 84K 54: R38 Employee Benefit Plans (Tables) HTML 539K 55: R39 Theatre and Other Closure and Disposition of HTML 62K Assets (Tables) 56: R40 Fair Value Measurements (Tables) HTML 209K 57: R41 Operating Segment (Tables) HTML 70K 58: R42 Accumulated Other Comprehensive Income (Tables) HTML 277K 59: R43 Condensed Consolidating Financial Information HTML 1.62M (Tables) 60: R44 THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - HTML 96K IPO, Revenues, Advertising Costs (Details) 61: R45 THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - HTML 72K Investments, Goodwill, Payables, Leases (Details) 62: R46 THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - HTML 63K Impairment, Taxes, Isurance (Details) 63: R47 THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - HTML 55K Other Expense (Income) (Details) 64: R48 THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES - HTML 35K New Accounting Pronouncements (Details) 65: R49 Acquisition (Details) HTML 87K 66: R50 Property (Details) HTML 72K 67: R51 GOODWILL AND OTHER INTANGIBLE ASSETS - Activity of HTML 33K goodwill (Details) 68: R52 GOODWILL AND OTHER INTANGIBLE ASSETS - Other HTML 60K intangible assets (Details) 69: R53 GOODWILL AND OTHER INTANGIBLE ASSETS - HTML 46K Amortization (Details) 70: R54 GOODWILL AND OTHER INTANGIBLE ASSETS - Additional HTML 48K information of intangible assets acquired (Details) 71: R55 Investments (Details) HTML 505K 72: R56 Supplemental Balance Sheet Information (Details) HTML 117K 73: R57 CORPORATE BORROWINGS AND CAPITAL AND FINANCING HTML 75K LEASE OBLIGATIONS - 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Exhibit 10.33
AMC ENTERTAINMENT HOLDINGS, INC.
2013 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Notice
1. Participant: [*]
2. Type of Award: Restricted Stock Units
3. Number of Units: [*]
Subject to reduction to satisfy tax withholding obligations as and when due pursuant to Section 3(c) of the Restricted Stock Unit Award Agreement
4. Date of Grant: [*]
5. Vesting: The Restricted Stock Units are eligible to vest [*] as set forth Section 2 of the Restricted Stock Unit Award Agreement.
6. Settlement: Each Restricted Stock Unit shall be convertible into one share of Common Stock within 30 days of vesting subject to Section 3 of the Restricted Stock Unit Award Agreement.
7. Dividend Equivalents: The Restricted Stock Units shall be entitled to dividend equivalents as set forth in Section 1 of the Restricted Stock Unit Award Agreement.
By executing this Restricted Stock Unit Award Notice, the Participant agrees and acknowledges that the Restricted Stock Units described herein are granted under and governed by the terms and conditions of the Restricted Stock Unit Award Agreement attached hereto and the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan, both of which are hereby incorporated by reference and together with this Restricted Stock Unit Award Notice constitute one document. This Restricted Stock Unit Award Notice may be signed in counterparts, each of which shall be an original with the same effect as if signatures thereto and hereto were upon the same instrument.
PARTICIPANT |
AMC ENTERTAINMENT HOLDINGS, INC. | |||
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By: |
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AMC ENTERTAINMENT HOLDINGS, INC.
2013 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement
[*]
SECTION 1. GRANT OF RESTRICTED STOCK UNIT AWARD.
(a) Restricted Stock Unit Award. AMC Entertainment Holdings, Inc. (the “Company”) hereby grants to the Participant whose name is set forth on the applicable Restricted Stock Unit Award Notice (the “Notice”) on the date set forth on such Notice (such date, the “Date of Grant”), Restricted Stock Units (the “Units”) in an amount set forth in the Notice, pursuant to the terms and conditions set forth in the Notice, this agreement (the “Agreement”) and the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan (the “Plan”).
(b) No Purchase Price. In lieu of a purchase price, this Award is made in consideration of Service previously rendered and, to be rendered, by the Participant to the Company.
(c) Equity Incentive Plan and Defined Terms. Capitalized terms not defined herein shall have the same meaning as in the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
(d) Dividend Equivalents. Each Unit held as of the record date for dividends or other distributions paid in respect of shares of Common Stock shall be entitled to a dividend equivalent equal to the amount paid in respect of one share of Common Stock. Prior to vesting, such dividend equivalents shall accumulate and be paid within thirty (30) days following the date and to the extent the Units vest. All rights to dividend equivalents shall be forfeited along with and to the extent the Units are forfeited.
SECTION 2. VESTING AND FORFEITURE
(a) Vesting. [*]
(b) Forfeiture. Unless otherwise provided in a written agreement with the Participant in effect as of the Date of Grant, all unvested Units shall be immediately forfeited upon termination of the Participant’s Service for any reason prior to vesting.
SECTION 3. SETTLEMENT OF RESTRICTED STOCK UNITS
(a) Time of Settlement. Subject to the terms of the Plan and this Agreement, each Unit shall be settled within thirty (30) days following vesting (each a “Settlement Date”). On the Settlement Date, the applicable Units shall be converted into an equivalent number of shares of Common Stock that will be immediately distributed to the Participant (or the Participant’s legal representative). With regard to shares of Common Stock delivered on the Settlement Date, the Company may at its election either (i) issue a certificate representing the shares, or (ii) not issue any certificate representing the shares and instead document the Participant’s interest by registering the shares with the Company’s transfer agent (or another custodian selected by the Company) in book-entry form.
(b) Delay of Settlement. Notwithstanding Section 3(a), the Settlement Date may be delayed where the Company reasonably anticipates that the settlement of the Units will violate Federal securities laws or other applicable law; provided that the Units shall be settled at the earliest date at which the Company reasonably anticipates that the settlement will not cause such violation. For purposes of this Section 3(b), the making of a payment that would cause inclusion in gross income or the application of any penalty provision of the Code shall not be treated as a violation of applicable law.
(c) Withholding Requirements. As of the date any withholding tax is paid by the Company on behalf of the Participant with regard to the Units (a “Taxable Date”), the Company shall accelerate settlement and withhold shares of Common Stock with a Fair Market Value on the Taxable Date equal to the minimum amount of the applicable tax withholding, plus any minimum tax withholding liability incurred as a
result of such acceleration; provided that, in connection with taxes owed on the Settlement Date, the Participant may elect at any time no later than five (5) business days prior to the Settlement Date to satisfy any withholding requirement by remitting to the Company an amount in cash equal to the minimum applicable tax withholding in connection with the settlement of the Units.
SECTION 4. MISCELLANEOUS PROVISIONS.
(a) Securities Laws. Subject to Section 3(b), no shares of Common Stock will be issued or transferred pursuant to this Agreement unless and until all then applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the shares of Common Stock may be listed, have been fully met. As a condition precedent to the issuance of shares of Common Stock pursuant to this Agreement, the Company may require the Participant to take any reasonable action to meet such requirements. The Committee may impose such conditions on any shares of Common Stock issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares. The Committee may also require the Participant to represent and warrant at the time of issuance or transfer that the shares of Common Stock are being acquired only for investment purposes and without any current intention to sell or distribute such shares.
(b) Participant Undertaking. The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect the obligations or restrictions imposed on either the Participant or upon the shares of Common Stock issued pursuant to this Agreement.
(c) No Right to Continued Service. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.
(d) Notification. Any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or within three (3) days of deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.
(e) Entire Agreement. This Agreement, the Notice and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.
(f) Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.
(g) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.
(h) Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
(i) Amendment. This Agreement shall not be amended unless such amendment is agreed to in writing by both the Participant and the Company.
(j) Governing Law. This Agreement and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.
(k) Section 409A Compliance. To the extent applicable, it is intended that the Units comply with the requirements of Section 409A of the Code and the Treasury Regulations and other guidance, compliance programs and other interpretive authority thereunder (“Section 409A”), and that this Agreement shall be interpreted and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A. In the event that (i) any provision of this Agreement, (ii) the Units or any payment or transaction in respect of the Units or (iii) other action or arrangement contemplated by the provisions of this Agreement is determined by the Committee to not comply with the applicable requirements of Section 409A, the Committee shall have the authority to take such actions and to make such changes to this Agreement as the Committee deems necessary to comply with such requirements. No payment that constitutes deferred compensation under Section 409A that would otherwise be made under this Agreement upon a termination of Service will be made or provided unless and until such termination is also a “separation from service,” as determined in accordance with Section 409A. Notwithstanding the foregoing or anything elsewhere in this Agreement to the contrary, if the Participant is a “specified employee” as defined in Section 409A at the time of termination of Service with respect to the Units, then solely to the extent necessary to avoid the imposition of any additional tax under Section 409A, the commencement of any payments or benefits under the Units shall be deferred until the date that is six months following the Participant’s termination of Service (or, if earlier, the date of death of the Participant). Notwithstanding anything to the contrary in this Agreement, dividend equivalents shall be paid no later than the March 15 following the calendar year during which the Participant first acquires a vested, legally binding right to receive the dividend equivalent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with Section 409A.
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 3/10/16 | None on these Dates | ||
For Period end: | 12/31/15 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 AMC Entertainment Holdings, Inc. 10-K 12/31/23 133:25M 2/28/23 AMC Entertainment Holdings, Inc. 10-K 12/31/22 125:28M 3/01/22 AMC Entertainment Holdings, Inc. 10-K 12/31/21 124:26M Toppan Merrill Bridge/FA 3/12/21 AMC Entertainment Holdings, Inc. 10-K 12/31/20 124:29M |