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SEC Filings

CINEMARK HOLDINGS, INC. filed this Form 10-K on 02/23/2018
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Restricted Shares:

Promptly following the initial election of a Non-Employee Director to the Board, or promptly following a Board member meeting the criteria of a Non-Employee Director, such Non-Employee Director shall receive a grant of Restricted Shares of the Company’s Common Stock valued at $115,000 (the “Initial Award”) and thereafter, promptly following the anniversary of the date of election to the Board a continuing Non-Employee Director shall receive a grant of Restricted Shares of the Company’s Common Stock valued at $115,000 (the “Annual Award”) on June 15 of every year.  The valuation date of the Restricted Shares will be the date of grant of such Restricted Shares.  The number of Restricted Shares to be issued will be determined by dividing $115,000 by the Fair Market Value of a share of Common Stock on the valuation date.  The Initial Award shall vest on a date determined by the Board and each Annual Award shall vest on the first anniversary of the date of the grant, subject to the Non-Employee Director’s continued service to the Company through the vesting dates.  All grants of Restricted Shares shall be made pursuant to the Company’s current equity incentive plan.  The descriptions of these grants set forth above are qualified in their entirety by reference to the equity incentive plan and the applicable Restricted Share Award Agreement issued thereunder.

Annual Review:

This Policy shall be reviewed annually by the Compensation Committee and modified as necessary to ensure its terms remain consistent with the stated interests of the Company and its stockholders.  The Compensation Committee shall have the power to construe this Policy to determine all questions arising thereunder, and to adopt and amend such rules and regulations for the administration of this Policy as it may deem desirable.  The Compensation Committee shall determine the members of the Board who qualify as Non-Employee Directors and are eligible to receive compensation under the terms of this Policy.  Any decisions of the Compensation Committee in the administration of this Policy shall be final and conclusive.  The Compensation Committee may authorize one or more of its members or any officer of the Company to execute and deliver documents on its behalf.  No member of the Compensation Committee shall be liable for anything done or omitted to be done by such member or by any other member of the Board or the Compensation Committee in connection with this Policy, except for such member’s own willful misconduct or gross negligence (unless the Company’s Certificate of Incorporation or Bylaws, or any indemnification agreement between the Company and such person, in each case in accordance with applicable law, provides otherwise).  The Compensation Committee shall have the power to engage outside consultants, auditors or other professional help to assist in the fulfillment of the duties of the Compensation Committee under this Policy at the Company’s expense.

Capitalized Terms:

Capitalized terms used not defined in this Policy have the meanings ascribed to them in the Amended and Restated Plan.