SECOND AMENDED AND RESTATED
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of January 21, 2014 (the Effective Date), by and between Cinemark Holdings, Inc., a Delaware
corporation (the Company), and Timothy Warner (Executive).
W I T N E S S E T H:
WHEREAS, the Company and Executive are parties to an Amended and Restated Employment Agreement dated as of March 30,
2012, which arrangement sets forth the terms and conditions of Executives employment with the Company (the Prior Agreement); and
WHEREAS, the parties desire to enter into this Agreement to replace and supersede the Prior Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:
Title and Duties. The Company hereby employs Executive as Chief Executive Officer of the Company. Executives duties, responsibilities and authority shall be consistent with Executives position and titles and shall include serving
in a similar capacity with certain of the Companys Subsidiaries (as hereinafter defined) and such other duties,
responsibilities and authority as may be assigned to Executive by the Board of Directors of the Company (the
Board). Executive shall report directly to the Board of Directors of the Company.
1.2 Services and
Exclusivity of Services. The Company and Executive recognize that the services to be rendered by Executive are of such a nature as to be peculiarly rendered by Executive, encompass the individual ability, managerial skills and business
experience of Executive and cannot be measured exclusively in terms of hours or services rendered in any particular period. Executive shall devote Executives full business time and shall use Executives best efforts, energy and ability
exclusively toward advancing the business, affairs and interests of the Company and its Subsidiaries, and matters related thereto. Nothing in this Agreement shall preclude Executive from serving on boards of directors of up to one other company
which is not competitive to the Company upon the Boards approval not to be unreasonably withheld or participating on a board of or in trade organizations, charitable, community, school or religious activities that do not substantially
interfere with his duties and responsibilities hereunder or conflict with the interests of the Company.
1.3 Location of Office. The
Company shall make available to Executive an office and support services at the Companys headquarters in Dallas/Plano, Texas area. Executives main office shall be at such location.