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Amc Entertainment Inc – ‘10-K’ for 12/31/15 – ‘EX-10.33’

On:  Thursday, 3/10/16, at 5:05pm ET   ·   For:  12/31/15   ·   Accession #:  1047469-16-10988   ·   File #:  1-08747

Previous ‘10-K’:  ‘10-K’ on 3/12/15 for 12/31/14   ·   Latest ‘10-K’:  This Filing   ·   4 References:   

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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

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

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 - Summary of borrowings                        
                (Details)                                                        
74: R58         CORPORATE BORROWINGS AND CAPITAL AND FINANCING      HTML    110K 
                LEASE OBLIGATIONS - Minimum annual payments                      
                (Details)                                                        
75: R59         CORPORATE BORROWINGS AND CAPITAL AND FINANCING      HTML    123K 
                LEASE OBLIGATIONS - Senior Secured Credit Facility               
                (Details)                                                        
76: R60         CORPORATE BORROWINGS AND CAPITAL AND FINANCING      HTML    128K 
                LEASE OBLIGATIONS - AMCE notes (Details)                         
77: R61         Stockholder's Equity (Details)                      HTML    249K 
78: R62         INCOME TAXES - Income tax provision (Details)       HTML     74K 
79: R63         INCOME TAXES - Effective income tax rate on         HTML     76K 
                earnings (Details)                                               
80: R64         INCOME TAXES - Deferred taxes (Details)             HTML     87K 
81: R65         INCOME TAXES - Income tax loss carryforward         HTML     39K 
                (Details)                                                        
82: R66         INCOME TAXES - Deferred tax assets (Details)        HTML     48K 
83: R67         INCOME TAXES - Unrecognized tax benefits (Details)  HTML     48K 
84: R68         LEASES - Future minimum rent (Details)              HTML     51K 
85: R69         LEASES - Rent expense (Details)                     HTML     51K 
86: R70         Employee Benefit Plans (Details)                    HTML    225K 
87: R71         Employee Benefit Plans - Cash flows (Details)       HTML     43K 
88: R72         EMPLOYEE BENEFIT PLANS - Pension plan assets        HTML     80K 
                (Details)                                                        
89: R73         EMPLOYEE BENEFIT PLANS - Defined contribution plan  HTML     40K 
                (Details)                                                        
90: R74         EMPLOYEE BENEFIT PLANS - Union sponsored plans      HTML     31K 
                (Details)                                                        
91: R75         Commitments and Contingencies (Details)             HTML     40K 
92: R76         Theatre and Other Closure and Disposition of        HTML     65K 
                Assets (Details)                                                 
93: R77         FAIR VALUE MEASUREMENTS - Fair value on a           HTML     64K 
                recurring basis (Details)                                        
94: R78         FAIR VALUE MEASUREMENTS - Fair value on a           HTML     53K 
                nonrecurring basis (Details)                                     
95: R79         Operating Segment (Details)                         HTML     42K 
96: R80         ACCUMULATED OTHER COMPREHENSIVE INCOME - Change in  HTML     59K 
                AOCI by component (Details)                                      
97: R81         ACCUMULATED OTHER COMPREHENSIVE INCOME - Tax        HTML     90K 
                effectrs (Details)                                               
98: R82         Condensed Consolidating Financial Information       HTML     30K 
                (Details)                                                        
99: R83         Condensed Consolidating Financial Information -     HTML    135K 
                Statements of Operations (Details)                               
100: R84         CONDENSED CONSOLIDATING FINANCIAL INFORMATION -     HTML     98K  
                Statements of Comprehensive Income (Details)                     
101: R85         CONDENSED CONSOLIDATING FINANCIAL INFORMATION -     HTML    128K  
                Balance Sheets (Details)                                         
102: R86         CONDENSED CONSOLIDATING FINANCIAL INFORMATION -     HTML    151K  
                Statements of Cash Flows (Details)                               
103: R87         Subsequent Events (Details)                         HTML     48K  
105: XML         IDEA XML File -- Filing Summary                      XML    188K  
104: EXCEL       IDEA Workbook of Financial Reports                  XLSX    153K  
11: EX-101.INS  XBRL Instance -- amc-20151231                        XML  11.24M 
13: EX-101.CAL  XBRL Calculations -- amc-20151231_cal                XML    364K 
16: EX-101.DEF  XBRL Definitions -- amc-20151231_def                 XML   1.30M 
14: EX-101.LAB  XBRL Labels -- amc-20151231_lab                      XML   2.89M 
15: EX-101.PRE  XBRL Presentations -- amc-20151231_pre               XML   2.03M 
12: EX-101.SCH  XBRL Schema -- amc-20151231                          XSD    374K 
106: ZIP         XBRL Zipped Folder -- 0001047469-16-010988-xbrl      Zip    471K  


‘EX-10.33’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]




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.

 

 

 

 

 

 

 

 

By:

 

 

By:

 

 

 [*]

 

Name:

 [*]

 

 

Title:

 [*]

 



 

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.

 

3



 

(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.

 

4




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/10/16None on these Dates
For Period end:12/31/15
 List all Filings 


4 Subsequent Filings that Reference this Filing

  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
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Filing Submission 0001047469-16-010988   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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