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SEC Filings

10-K
CINEMARK HOLDINGS, INC. filed this Form 10-K on 02/28/2014
Entire Document
 


including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date of such Equity Award to the full vesting date of such Equity Awards. Any Equity Awards with performance based vesting provisions shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement on a prorata basis based upon the percentage determined by dividing (i) the number of days from and including the grant date of such Equity Award through the termination date of Executive’s employment, by (ii) the number of days from the grant date to the end of the applicable performance period without regard to any continued employment requirement.

(d) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.4.

(e) “Good Reason” means and shall be deemed to exist if, without the prior written consent of Executive, (i) Executive suffers a significant reduction in duties, responsibilities or effective authority associated with Executive’s titles and positions as set forth and described in this Agreement or is assigned any duties or responsibilities inconsistent in any material respect therewith (other than in connection with a termination for Cause); provided, however, the hiring retention and election of a Chief Financial Officer shall not constitute a significant reduction in duties, responsibilities or effective authority for purposes of this definition; (ii) the Company fails to pay Executive any amounts or provide any benefits required to be paid or provided under this Agreement or is otherwise in material breach of this Agreement; (iii) the Company adversely changes Executive’s titles or reporting requirements; provided, however, the hiring retention and election of a Chief Financial Officer shall not constitute a significant reduction in duties, responsibilities or effective authority for purposes of this definition; (iv) Executive’s compensation opportunity (other than Base Salary, which is governed by Section 3.1) or benefits provided for hereunder are materially decreased; (v) the Company transfers Executive’s primary workplace from the Company’s headquarters in Dallas/Plano, Texas area; or (vi) the Chief Executive Officer as of the date of this Agreement either resigns, retires, is terminated, dies or becomes disabled and Executive is not named as the Chief Executive Officer of the Company within thirty (30) days of the occurrence of such event or the Company elects or appoints a new Chief Executive Officer during the Term other than Executive. No termination by Executive shall be for “Good Reason” unless written notice of such termination setting forth in particular the event(s) constituting Good Reason is delivered to the Company (x) with respect to those events specified in (i) – (v) above within thirty (30) days following the date on which the event constituting Good Reason occurs and the Company fails to cure or remedy the event(s) identified in the notice within thirty (30) days after receipt of such notice or (y) with respect to the event specified in (vi) above within one (1) year following the date on which such event constituting Good Reason occurs. In the event of a termination for Good Reason with respect to the event specified in (vi) above the Company and Executive shall mutually agree, both parties acting reasonably, upon a time frame and compensation in addition to the termination payments under section 5.4 for Executive to remain with the Company to ensure an orderly transition, not to exceed one (1) year.

 

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