-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VOyaMNMkgrflGaUGcv9bdj08hineWGe4e+G7DHjH9GqKJVHRwF9832CZImV3d+xS MPq8SH7nYwmGcRNISx1GVg== 0000950134-98-004577.txt : 19980519 0000950134-98-004577.hdr.sgml : 19980519 ACCESSION NUMBER: 0000950134-98-004577 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19980518 EFFECTIVENESS DATE: 19980518 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGAL CINEMAS INC CENTRAL INDEX KEY: 0000905035 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 621412720 STATE OF INCORPORATION: TN FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52943 FILM NUMBER: 98627425 BUSINESS ADDRESS: STREET 1: 7132 COMMERCIAL PARK DR CITY: KNOXVILLE STATE: TN ZIP: 37918 BUSINESS PHONE: 4239221123 MAIL ADDRESS: STREET 1: 7132 COMMERCIAL PARK DR CITY: KNOXVILLE STATE: TN ZIP: 37918 S-8 1 FORM S-8 1 As Filed With the Securities and Exchange Commission on May 18, 1998 Registration No. [ ] - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - -------------------------------------------------------------------------------- REGAL CINEMAS, INC. (Exact name of registrant as specified in its charter) TENNESSEE 62-1412720 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7132 COMMERCIAL PARK DRIVE KNOXVILLE, TENNESSEE 37918 (Address of Principal Executive Offices) (Zip Code) REGAL CINEMAS, INC. PARTICIPANT STOCK OPTION PLAN REGAL CINEMAS, INC. EMPLOYEE STOCK OPTION PLAN 1993 EMPLOYEE STOCK INCENTIVE PLAN 1998 STOCK PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES OF REGAL CINEMAS, INC. (Full title of the plans) MICHAEL L. CAMPBELL PRESIDENT AND CHIEF EXECUTIVE OFFICER 7132 COMMERCIAL PARK DRIVE KNOXVILLE, TENNESSEE 37918 (615) 525-4600 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Agent for Service) WITH COPIES TO: F. MITCHELL WALKER, JR., ESQ. DAVID J. SORKIN, ESQ. BASS, BERRY & SIMS PLC SIMPSON THACHER & BARTLETT 2700 FIRST AMERICAN CENTER 425 LEXINGTON AVENUE NASHVILLE, TENNESSEE 37238 NEW YORK, NEW YORK 10017-3954 (615) 742-6200 (212) 455-2000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
CALCULATION OF REGISTRATION FEE ====================================================================================================================== Proposed maximum Proposed maximum Title of securities to Amount to be offering price per aggregate offering Amount of be registered registered share(a)(b) price(a) registration fee(a) - ---------------------------------------------------------------------------------------------------------------------- Common Stock, no par value 30,000,000 shares $5.00 $150,000,000.00 $44,250.00 ======================================================================================================================
(a) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed on the basis of the price at which common stock under the Plans will be sold, and the price at which options under the Plans may be exercised. (b) Following consummation of the Registrant's proposed merger with affiliates of Kohlberg Kravis Roberts & Co. and Hicks, Muse, Tate & Furst Incorporated, it is anticipated that the Registrant will split its shares of common stock. The number of shares and offering price per share are computed on a post-split basis. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Regal Cinemas, Inc. (the "Registrant" or the "Company") with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Registration Statement: (1) The Registrant's Prospectus dated July 1, 1993, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended. (2) The description of the Registrant's Common Stock contained in the Registration Statement, filed by the Registrant to register such securities under the Exchange Act, including all amendments and reports filed for the purpose of updating such description prior to the termination of the offering of Common Stock offered hereby. (3) The Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1998. (4) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 1998. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. II-1 3 Item 6. Indemnification of Directors and Officers. The Tennessee Business Corporation Act ("TBCA") provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if (i) such person acted in good faith; (ii) in the case of conduct in an official capacity with the corporation, he reasonably believed such conduct was in the corporation's best interests; (iii) in all other cases, he reasonably believed that his conduct was at least not opposed to the best interests of the corporation; and (iv) in connection with any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. Notwithstanding the foregoing, the TBCA provides that a court of competent jurisdiction, unless the corporation's charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that (i) such officer or director was adjudged liable to the corporation in a proceeding by or in right of the corporation; (ii) such officer or director was adjudged liable on the basis that personal benefit was improperly received by him; or (iii) such officer or director breached his duty of care to the corporation. The TBCA also provides that a corporation may purchase and maintain on behalf of officers and directors insurance against any liability which may be asserted against such persons, whether or not the corporation would be able to indemnify such persons under the TBCA. The Registrant's Restated Charter provides that to the fullest extent permitted by law no director shall be personally liable to the Registrant or its shareholders for monetary damages for breach of any fiduciary duty as a director. Under the TBCA, this charter provision relieves the Registrant's directors from personal liability to the Registrant or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability arising from (i) any breach of the director's duty of loyalty, (ii) acts or omission not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) any unlawful distributions. In addition, the Registrant's Bylaws provide that each director and officer of the Registrant shall be indemnified by the Registrant to the fullest extent allowed by Tennessee law, and the Registrant has entered into indemnification agreements with each of the Registrant's directors and executive officers. The Registrant's Bylaws also provide that the Registrant may purchase and maintain on behalf of officers and directors insurance against any liability which may be asserted against such persons, whether or not the Registrant would be able to indemnify such persons under the TBCA of its Restated Charter and Bylaws. The Registrant maintains officers and directors liability insurance. Item 7. Exemption From Registration Claimed. Not Applicable. II-2 4 Item 8. Exhibits
Exhibit Number Description - -------------- ----------- 4.1 Restated Charter of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1, Registration No. 33-62868) 4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-l, Registration No. 33-62868) 4.3 Regal Cinemas, Inc. Participant Stock Option Plan (incorporated by reference to Exhibit 10.3 of the Registrant's Registration Statement on Form S-1, Registration No. 33-62868) 4.4 Regal Cinemas, Inc. Employee Stock Option Plan (incorporated by reference to Exhibit 10.4 of the Registrant's Registration Statement on Form S-1, Registration No. 33-62868) 4.5 1993 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Registration Statement on Form S-1, Registration No. 33-62868) 4.6 1998 Stock Purchase and Option Plan for Key Employees of Regal Cinemas, Inc. 4.7 Form of Management Stockholder's Agreement 4.8 Form of Non-Qualified Stock Option Agreement 4.9 Form of Sale Participation Agreement 4.10 Form of Registration Rights Agreement 5 Opinion of Bass, Berry & Sims 23.1 Consent of Coopers & Lybrand 23.2 Consent of Ernst & Young LLP 23.3 Consent of Bass, Berry & Sims (included in Exhibit 5)
II-3 5 Item 9. Undertakings. A. The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post effective amendment to this Registration Statement; (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (A)(l)(i) and (A)(l)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, "thereunto duly authorized, in the City of Knoxville, State of Tennessee, on this 18th day of May 1998. REGAL CINEMAS, INC. By: /s/ Michael L. Campbell ------------------------------------- Michael L. Campbell Chairman of the Board, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Michael L. Campbell and Lewis Frazer III, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Michael L. Campbell Chairman of the Board, May 18, 1998 - -------------------------------- President, Chief Executive Michael L. Campbell Officer and Director (Principal Executive Officer) /s/ Lewis Frazer III Chief Financial Officer and May 18, 1998 - -------------------------------- Treasurer (Principal Lewis Frazer III Financial and Accounting Officer)
II-5 7 /s/ R. Neal Melton Vice President Construction- May 18, 1998 - -------------------------------- Equipment, Secretary and R. Neal Melton Director /s/ Philip D. Borack Director May 18, 1998 - -------------------------------- Philip D. Borack /s/ Michael E. Gellert Director May 18, 1998 - -------------------------------- Michael E. Gellert /s/ J. David Grissom Director May 18, 1998 - -------------------------------- J. David Grissom /s/ William H. Lomicka Director May 18, 1998 - -------------------------------- William H. Lomicka /s/ Herbert S. Sanger, Jr. Director May 18, 1998 - -------------------------------- Herbert S. Sanger, Jr. /s/ Jack Tyrrell Director May 18, 1998 - -------------------------------- Jack Tyrrell
II-6 8 EXHIBIT INDEX
Exhibit Number Description - ---------------- -------------------------------------------------------------- 4.1 Restated Charter of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1, Registration No. 33-64930) 4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-1, Registration No. 33-64930) 4.3 Regal Cinemas, Inc. Participant Stock Option Plan (incorporated by reference to Exhibit 10.3 of the Registrant's Registration Statement on Form S-1, Registration No. 33-62868) 4.4 Regal Cinemas, Inc. Employee Stock Option Plan (incorporated by reference to Exhibit 10.4 of the Registrant's Registration Statement on Form S-l, Registration No. 33-62868) 4.5 1993 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Registration Statement on Form S-1, Registration No. 33-62868) 4.6 1998 Stock Purchase and Option Plan for Key Employees of Regal Cinemas, Inc. 4.7 Form of Management Stockholder's Agreement 4.8 Form of Non-Qualified Stock Option Agreement 4.9 Form of Sale Participation Agreement 4.10 Form of Registration Rights Agreement 5 Opinion of Bass, Berry & Sims 23.1 Consent of Coopers & Lybrand 23.2 Consent of Ernst & Young LLP 23.3 Consent of Bass, Berry & Sims (included in Exhibit 5)
EX-4.6 2 1998 STOCK PURCHASE & OPTION PLAN 1 EXHIBIT 4.6 PLAN DOCUMENT 1998 STOCK PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES OF REGAL CINEMAS, INC. 1. Purpose of Plan The 1998 Stock Purchase and Option Plan for Key Employees of Regal Cinemas, Inc. (the "Plan") is designed: (a) to promote the long term financial interests and growth of Regal Cinemas, Inc. (the "Company") and its subsidiaries by attracting and retaining management personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Company's business; (b) to motivate management personnel by means of growth-related incentives to achieve long range goals; and (c) to further the alignment of interests of participants with those of the stockholders of the Company through opportunities for increased stock, or stock-based ownership in the Company. 2. Definitions As used in the Plan, the following words shall have the following meanings: (a) "Affiliate" means with respect to any Person, any entity directly or indirectly controlling, controlled by or under common control with such Person. (b) "Board of Directors" means the Board of Directors of the Company. (c) "Change of Control" means (i) a sale of all or substantially all of the assets of the Company to a Person or Group who is not an Affiliate of Kohlberg Kravis Roberts & Co., L.P. ("KKR") or Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse"), (ii) a sale by the Company, KKR or Hicks Muse or any of their respective Affiliates resulting in more than 50% of the voting stock of the Company being held by a Person or Group that does not include KKR or Hicks Muse or any of their respective Affiliates or (iii) a merger or consolidation of the Company into another Person which is not an Affiliate of KKR or Hicks Muse; if and only if any such event listed in (i) through (iii) above results in the inability of KKR and/or Hicks Muse to elect a majority of the Board of Directors of the Company or the resulting entity. 2 2 (d) "Committee" means the Compensation Committee of the Board of Directors. (e) "Common Stock" or "Share" means common stock of the Company which may be authorized but unissued, or issued and reacquired. (f) "Employee" means a person, including an officer, in the regular employment of the Company or one of its Subsidiaries who, in the opinion of the Committee, is, or is expected to be, primarily responsible for the management, growth or protection of some part or all of the business of the Company. (g) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (h) "Fair Market Value" means such value of a Share as reported for stock exchange transactions if listed on an exchange, or if not so listed, as determined in accordance with any applicable resolutions or regulations of the Committee in effect at the relevant time; provided that if a Participant is a party to a management stockholder's agreement with the Company, the applicable provisions of such management stockholder's agreement will apply. (i) "Grant" means an award made to a Participant pursuant to the Plan and described in Paragraph 5, including, without limitation, an award of an Incentive Stock Option, Stock Option, Stock Appreciation Right, Dividend Equivalent Right, Restricted Stock, Purchase Stock, Performance Units, Performance Shares or Other Stock-Based Grant or any combination of the foregoing. (j) "Grant Agreement" means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant. (k) "Group" means two or more Persons acting together as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company. (l) "Stock-Based Grants" means the collective reference to the grant of Stock Appreciation Rights, Dividend Equivalent Rights, Restricted Stocks, Performance Units, Performance Shares and Other Stock Based-Grants. (m) "Participant" means an Employee, or other person having a relationship with the Company or one of its Subsidiaries, to whom one or more Grants have been made and such Grants have not all been forfeited or terminated under the Plan; provided, however, a non-employee director of the Company or one of its Subsidiaries may not be a Participant. (n) "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. 3 3 (o) "Stock Options" means the collective reference to "Incentive Stock Options" and "Non-Qualified Stock Options". (p) "Subsidiary" means any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 3. Administration of Plan (a) The Plan shall be administered by the Committee; provided, however, that the members of the Committee shall qualify to administer the Plan for purposes of Rule 16b-3 (and any other applicable rule) promulgated under Section 16(b) of the Exchange Act to the extent that the Company is subject to such rule. The Committee may adopt its own rules of procedure, and action of a majority of the members of the Committee taken at a meeting, or action taken without a meeting by unanimous written consent, shall constitute action by the Committee. The Committee shall have the power and authority to administer, construe and interpret the Plan, to make rules for carrying it out and to make changes in such rules. Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan. (b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Participants who are subject to Section 16 of the Exchange Act. (c) The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation. 4. Eligibility The Committee may from time to time make Grants under the Plan to such Employees, or other persons having a relationship with Company or any of its Subsidiaries, and in such form and having such terms, conditions and limitations as the Committee may determine. No Grants may be made under this Plan to non-employee directors of Company or any of its Subsidiaries. The terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, that such Grant Agreement shall 4 4 contain provisions dealing with the treatment of Grants in the event of the termination, death or disability of a Participant, and may also include provisions concerning the treatment of Grants in the event of a Change of Control of the Company. 5. Grants From time to time, the Committee will determine the forms and amounts of Grants for Participants. Such Grants may take the following forms in the Committee's sole discretion: (a) Incentive Stock Options - These are stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended ("Code"), to purchase Common Stock. In addition to other restrictions contained in the Plan, an option granted under this Paragraph 5(a), (i) may not be exercised more than 10 years after the date it is granted, (ii) may not have an option price less than the Fair Market Value of Common Stock on the date the option is granted, (iii) must otherwise comply with Code Section 422, and (iv) must be designated as an "Incentive Stock Option" by the Committee. The maximum aggregate Fair Market Value of Common Stock (determined at the time of Grant) with respect to which any Participant may first exercise Incentive Stock Options under this Plan and any Incentive Stock Options granted to the Participant for such year under any plans of the Company or any Subsidiary in any calendar year is $100,000. Payment of the option price shall be made in cash or in Shares, or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement, and of any applicable guidelines of the Committee in effect at the time. (b) Non-Qualified Stock Options - These are options to purchase Common Stock which are not designated by the Committee as "Incentive Stock Options". At the time of Grant the Committee shall determine, and shall include in the Grant Agreement or other Plan rules, the option exercise period, the option price, and such other conditions or restrictions on the grant or exercise of the option as the Committee deems appropriate. In addition to other restrictions contained in the Plan, an option granted under this Paragraph 5(b), (i) may not be exercised more than 10 years after the date it is granted and (ii) may not have an option exercise price less than 50% of the Fair Market Value of Common Stock on the date the option is granted. Payment of the option price shall be made in cash or in Shares, or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and of any applicable guidelines of the Committee in effect at the time. (c) Stock Appreciation Rights - These are rights that on exercise entitle the holder to receive the excess of (i) the Fair Market Value of a share of Common Stock on the date of exercise over (ii) the Fair Market Value on the date of Grant (the "base value") multiplied by (iii) the number of rights exercised as determined by the Committee. Stock Appreciation Rights granted under the Plan may, but need not be, granted in conjunction with an Option under Paragraph 5(a) or 5(b). The Committee, in the Grant Agreement or by other Plan rules, may impose such conditions or restrictions on the exercise of Stock Appreciation Rights as it deems appropriate, and may terminate, amend, or suspend such Stock Appreciation Rights at any time. No Stock Appreciation Right granted under this Plan may be exercised less than 6 months or more than 10 years after the date it is granted except in the event of death or disability of a Participant. To the extent that any Stock Appreciation Right that shall have 5 5 become exercisable, but shall not have been exercised or cancelled or, by reason of any termination of employment, shall have become non-exercisable, it shall be deemed to have been exercised automatically, without any notice of exercise, on the last day of which it is exercisable, provided that any conditions or limitations on its exercise are satisfied (other than (i) notice of exercise and (ii) exercise or election to exercise during the period prescribed) and the Stock Appreciation Right shall then have value. Such exercise shall be deemed to specify that the holder elects to receive cash and that such exercise of a Stock Appreciation Right shall be effective as of the time of automatic exercise. (d) Restricted Stock - Restricted Stock is Common Stock delivered to a Participant with or without payment of consideration with restrictions or conditions on the Participant's right to transfer or sell such stock; provided that the price of any Restricted Stock delivered for consideration and not as bonus stock may not be less than 50% of the Fair Market Value of Common Stock on the date such Restricted Stock is granted or the price of such Restricted Stock may be the par value. If a Participant irrevocably elects in writing in the calendar year preceding a Grant of Restricted Stock, dividends paid on the Restricted Stock granted may be paid in shares of Restricted Stock equal to the cash dividend paid on Common Stock. The number of shares of Restricted Stock and the restrictions or conditions on such shares shall be as the Committee determines, in the Grant Agreement or by other Plan rules, and the certificate for the Restricted Stock shall bear evidence of the restrictions or conditions. No Restricted Stock may have a restriction period of less than 6 months, other than in the case of death or disability. (e) Purchase Stock - Purchase Stock are shares of Common Stock offered to a Participant at such price as determined by the Committee, the acquisition of which will make him eligible to receive under the Plan, including, but not limited to, Non-Qualified Stock Options; provided, however, that the price of such Purchase Shares may not be less than 50% of the Fair Market Value of the Common Stock on the date such shares of Purchase Stock are offered. (f) Dividend Equivalent Rights - These are rights to receive cash payments from the Corporation at the same time and in the same amount as any cash dividends paid on an equal number of shares of Common Stock to shareholders of record during the period such rights are effective. The Committee, in the Grant Agreement or by other Plan rules, may impose such restrictions and conditions on the Dividend Equivalent Rights, including the date such rights will terminate, as it deems appropriate, and may terminate, amend, or suspend such Dividend Equivalent Rights at any time. (g) Performance Units - These are rights to receive at a specified future date, payment in cash of an amount equal to all or a portion of the value of a unit granted by the Committee. At the time of the Grant, in the Grant Agreement or by other Plan rules, the Committee must determine the base value of the unit, the performance factors applicable to the determination of the ultimate payment value of the unit and the period over which Corporation performance will be measured. These factors must include a minimum performance standard for the Corporation below which no payment will be made and a 6 6 maximum performance level above which no increased payment will be made. The term over which Corporation performance will be measured shall be not less than six months. (h) Performance Shares - These are rights to receive at a specified future date, payment in cash or Common Stock, as determined by the Committee, of an amount equal to all or a portion of the Fair Market Value for all days that the Common Stock is traded during the last forty-five (45) days of the specified period of performance of a specified number of shares of Common Stock at the end of a specified period based on Corporation performance during the period. At the time of the Grant, the Committee, in the Grant Agreement or by Plan rules, will determine the factors which will govern the portion of the rights so payable and the period over which Corporation performance will be measured. The factors will be based on Corporation performance and must include a minimum performance standard for the Corporation below which no payment will be made and a maximum performance level above which no increased payment will be made. The term over which Corporation performance will be measured shall be not less than six months. Performance Shares will be granted for no consideration. (i) Other Stock-Based Grants - The Committee may make other Grants under the Plan pursuant to which shares of Common Stock (which may, but need not, be shares of Restricted Stock pursuant to Paragraph 5(d)), are or may in the future be acquired, or Grants denominated in stock units, including ones valued using measures other than market value. Other Stock-Based Grants may be granted with or without consideration; provided, however, that the price of any such Grant made for consideration that provides for the acquisition of shares of Common Stock or other equity securities of the Corporation may not be less than 50% of the Fair Market Value of the Common Stock or such other equity securities on the date of grant of such Grant. Such Other Stock-Based Grants may be made alone, in addition to or in tandem with any Grant of any type made under the Plan and must be consistent with the purposes of the Plan. 6. Limitations and Conditions (a) The number of Shares available for Grants under this Plan shall be 30 million. Unless restricted by applicable law, Shares related to Grants that are forfeited, terminated, cancelled or expire unexercised, shall immediately become available for Grants. (b) No Grants shall be made under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants made on or before the expiration of the Plan may extend beyond such expiration. At the time a Grant is made or amended or the terms or conditions of a Grant are changed, the Committee may provide for limitations or conditions on such Grant. (c) Nothing contained herein shall affect the right of the Company to terminate any Participant's employment at any time or for any reason. (d) Deferrals of Grant payouts may be provided for, at the sole discretion of the Committee, in the Grant Agreements. 7 7 (e) Except as otherwise prescribed by the Committee, the amount of the Grants for any employee of a Subsidiary, along with interest, dividend, and other expenses accrued on deferred Grants, shall be charged to the Participant's employer during the period for which the Grant is made. If the Participant is employed by more than one Subsidiary or by both the Company and a Subsidiary during the period for which the Grant is made, the Participant's Grant and related expenses will be allocated between the companies employing the Participant in a manner prescribed by the Committee. (f) Other than as specifically provided in the Form of Management Stockholder's Agreement attached hereto as Exhibit A, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant. (g) Participants shall not be, and shall not have any of the rights or privileges of, stockholders of the Company in respect of any Shares purchasable in connection with any Grant unless and until certificates representing any such Shares have been issued by the Company to such Participants. (h) No election as to benefits or exercise of any Grant may be made during a Participant's lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant. (i) Absent express provisions to the contrary, any Grant under this Plan shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or its Subsidiaries and shall not affect any benefits under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a "Retirement Plan" or "Welfare Plan" under the Employee Retirement Income Security Act of 1974, as amended. (j) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company or any of its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Co mpany's obligations under the Plan. 7. Transfers and Leaves of Absence For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant's employment without an intervening period of separation among the Company and any Subsidiary shall not be deemed a termination of employment, and (b) a Participant who is granted in writing a leave of absence shall be deemed to have remained in the employ of the Company during such leave of absence. 8 8 8. Adjustments In the event of any change in the outstanding Common Stock by reason of a stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization or merger, Change of Control, or similar event, the Committee may adjust appropriately the number of Shares subject to the Plan and available for or covered by Grants and Share prices related to outstanding Grants and make such other revisions to outstanding Grants as it deems are equitably required. 9. Merger, Consolidation, Exchange, Acquisition, Liquidation or Dissolution In its absolute discretion, and on such terms and conditions as it deems appropriate, coincident with or after the grant of any Stock Option or any Stock-Based Grant, the Committee may provide that such Stock Option or Stock-Based Grant cannot be exercised after the merger or consolidation of the Company into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation of 80% or more of the Company's then outstanding shares of voting stock or the recapitalization, reclassification, liquidation or dissolution of the Company, and if the Committee so provides, it may, in its absolute discretion and on such terms and conditions as it deems appropriate also provide, either by the terms of such Stock Option or Stock-Based Grant or by a resolution adopted prior to the occurrence of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, that, for some period of time prior to such event, such Stock Option or Stock-Based Grant shall be exercisable as to all Shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Paragraph 6(b)) and that, upon the occurrence of such event, such Stock Option or Stock-Based Grant shall terminate and be of no further force or effect; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Stock Option or Stock-Based Grant shall remain exercisable after any such event, from and after such event, any such Stock Option or Stock-Based Grant shall be exercisable only for the kind and amount of securities and/or other property, or the cash equivalent thereof (as determined by the Committee in good faith), receivable as a result of such event by the holder of a number of shares of stock for which such Stock Option or Stock- Based Grant could have been exercised immediately prior to such event. 10. Amendment and Termination The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that no such action shall modify any Grant in a manner adverse to the Participant without the Participant's consent except as such modification is provided for or contemplated in the terms of the Grant or this Plan (except that any adjustment that is made pursuant to Paragraph 8 or 9 hereof shall be made by the Committee in good faith). The Board of Directors may amend, suspend or terminate the Plan except that no such action, other than an action under Paragraph 8 or 9 hereof, may be taken which would, 9 9 without shareholder approval, increase the aggregate number of Shares available for Grants under the Plan, decrease the price of outstanding Grants, change the requirements relating to the Committee or extend the term of the Plan. 11. Foreign Options and Rights The Committee may make Grants to Employees who are subject to the laws of nations other than the United States, which Grants may have terms and conditions that differ from the terms thereof as provided elsewhere in the Plan for the purpose of complying with foreign laws. 12. Withholding Taxes The Company shall have the right to deduct from any cash payment made under the Plan any federal, state or local income or other taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Company to deliver Shares upon the exercise of a Stock Option or Stock Appreciation Right upon payment of performance units or shares, upon delivery of Restricted Stock or upon exercise, settlement or payment of any Other Stock-Based Grant that the Participant pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such withholding taxes. Any Grant Agreement may provide that the Participant may elect, in accordance with any conditions set forth in such Grant Agreement, to pay a portion or all of such withholding taxes in Shares. 13. Effective Date and Termination Dates The Plan shall be effective on and as of the date of its approval by the stockholders of the Company and shall terminate ten years later, subject to earlier termination by the Board of Directors pursuant to Paragraph 10. EX-4.7 3 FORM OF MANAGEMENT STOCKHOLDER'S AGREEMENT 1 EXHIBIT 4.7 FORM OF MANAGEMENT STOCKHOLDER'S AGREEMENT This Management Stockholder's Agreement (this "Agreement") is entered into as of the date set forth on the signature page hereof between Regal Cinemas, Inc., a Tennessee corporation (the "Company"), and the key employee of the Company whose name and address are set forth on the signature page hereof (the "Management Stockholder") (the Company and the Management Stockholder being hereinafter collectively referred to as the "Parties"). On January 19, 1998, Screen Acquisition Corp., a Delaware corporation ("Holdco I"), Monarch Acquisition Corp., a Delaware corporation ("Holdco II" and, together with Holdco I, the "Holdcos"), and the Company entered into an Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement") pursuant to which the Holdcos are to be merged with and into the Company (the "Merger"). Pursuant to the Merger Agreement, each share of the Company's Common Stock, no par value (the "Common Stock"), will be converted into the right to receive $31.00 in cash, as further specified in the Merger Agreement, and holders of options to purchase shares of Common Stock will either retain such options or receive cash upon the cancellation of such options, as further specified in the Merger Agreement. In addition to this Agreement, there are several other agreements ("Other Management Stockholders' Agreements") which have been, or which in the future will be, entered into between the Company and other individuals who are or will be key employees of the Company (collectively, the "Other Management Stockholders"). The Company has agreed to sell to the Management Stockholder the number of shares of Common Stock set forth on the signature page hereof (the "Purchase Stock"). In addition, the Company will grant to the Management Stockholder as of the effective time of the Merger the number of time options (the "New Time Options") set forth on the signature page hereof and the number of performance options (the "New Performance Options" and, together with the New Time Options, the "New Options") set forth on the signature page hereof to purchase shares of Common Stock at the exercise price per share of Common Stock set forth on the signature page hereof pursuant to the terms of the 1998 Stock Purchase and Option Plan for Key Employees of Regal Cinemas, Inc. (the "New Plan") and the form of Non-Qualified Stock Option Agreement attached hereto as Exhibit A. In accordance with Section 5.06 of the Merger Agreement, after the Merger, the Management Stockholder has agreed to retain the number of options (the "Old Options" and, together with the New Options, the "Options") set forth on the signature page hereof to purchase shares of Common Stock at the exercise prices set forth on the signature page hereof. 2 2 Within five days of the Merger, the Company shall effect a stock split (the "Stock Split") resulting in a Base Price (as defined below) of $5.00 per share, which $5.00 per share Base Price is equivalent to the $31.00 per share consideration payable in the Merger. Unless otherwise agreed in writing by the parties hereto, notwithstanding the foregoing, the number of shares of Common Stock subject to the Old Options and the per share exercise price of each Old Option shall be adjusted to take into account the Stock Split, so that after the Stock Split (i) the aggregate spread for the Old Options before the Merger and the Stock Split shall be equal to the aggregate spread for the Old Options after the Stock Split and (ii) the ratio of each Old Option's per share exercise price to the fair market value of a share of Common Stock shall be the same before the Merger and the Stock Split as after the Stock Split. For purposes of this paragraph, the fair market value of a share of Common Stock before the Merger and the Stock Split shall be deemed to be $31.00 and the fair market value of a share of Common Stock after the Stock Split shall be deemed to be $5.00. NOW THEREFORE, to implement the foregoing and in consideration of the grant of New Options and of the mutual agreements contained herein, the Parties agree as follows: 1. Retention of Old Options; Purchase of Stock; Issuance of New Options. (a) The Management Stockholder hereby agrees to retain the Old Options (which shall hereafter be subject to the terms and conditions of this Agreement) and not to receive in connection with the Merger the amount that would otherwise be payable to the Management Stockholder in respect of such Old Options by operation of the provisions of Section 5.06 of the Merger Agreement. (b) The Management Stockholder hereby subscribes for and shall purchase as of the date set forth on the signature page hereof opposite the caption "Base Date" (the "Base Date"), and the Company shall sell to the Management Stockholder as of the Base Date, the Purchase Stock at a purchase price per share of $5.00 (the "Base Price"), which number of shares of Purchase Stock and which Base Price are calculated after giving effect to the Stock Split. The Company shall have no obligation to sell any Purchase Stock to any person who (i) is a resident or citizen of a state or other jurisdiction in which the sale of the Purchase Stock to him or her would constitute a violation of the securities or "blue sky" laws of such jurisdiction or (ii) is not an employee of the Company or any of its subsidiaries on the date hereof. (c) The aggregate price for the Purchase Stock, if any, shall be the amount set forth on the signature page hereof (such amount hereinafter sometimes referred to as the "Aggregate Purchase Price"). The Aggregate Purchase Price, if any, shall be paid in the following manner: the Management Stockholder shall promptly (and in any event within five business days after the date hereof) deliver to the Company cash or a certified bank check or checks payable to the order of the Company in the amount of the Aggregate Purchase Price. If applicable, as of the Base Date, in consideration of receipt of the Aggregate Purchase Price, 3 3 the Company will deliver to the Management Stockholder a certificate, registered in the Management Stockholder's name, for the Purchase Stock, which shall be subject to the terms and conditions hereinafter set forth. The Company shall have no obligation to sell any Purchase Stock unless and until (i) it shall have received the Aggregate Purchase Price, (ii) the Merger shall have been consummated and (iii) the Stock Split shall have occurred. (d) Subject to the terms and conditions hereinafter set forth and as of the Base Date (the "Option Grant Date"), the Company shall issue to the Management Stockholder the New Options and the Parties shall execute and deliver to each other copies of the Non-Qualified Stock Option Agreement concurrently with the issuance of the New Options. 2. Management Stockholder's Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock or Common Stock issuable upon exercise of Old Options (the "Old Option Stock") or New Options (the "New Option Stock"; the Purchase Stock, the Old Option Stock and the New Option Stock, collectively, the "Stock") unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act (as defined below) and as interpreted in good faith by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (collectively, the "Act"), and in compliance with applicable provisions of state securities laws or (ii) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act or (iii) such transfer is effected as set forth in the immediately following paragraph. Notwithstanding the foregoing provisions of this Section 2(a), the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal 4 4 securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a "Management Stockholder's Trust") or a transfer made to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that, in the case of any transfer under this clause (z), such transfer is made expressly subject to this Agreement and the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF MAY __, 1998, BETWEEN REGAL CINEMAS, INC. (THE "COMPANY") AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY)." (c) The Management Stockholder acknowledges that he has been advised that (i) the Stock has been registered on Form S-8 under the Act and the Company shall maintain the effectiveness of such Form S-8, or if such Form S-8 ceases to be effective, shall cause the Stock to be registered on a new Form S-8 or other Form of the Securities and Exchange Commission ("SEC") available to the Company for such purpose, in each case to the extent necessary to permit the Options to be exercised, subject to the terms and conditions hereof and of such Options, (ii) it is not anticipated that there will be any market on an exchange or a quotation service for the Stock, (iii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (iv) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Stock. If the Management Stockholder is an Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation A or some other exemption under the Act. (d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the 5 5 Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the SEC. (e) The Management Stockholder agrees that, if any shares of the capital stock of the Company are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued under an employee plan), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement within 7 days prior to, or within 180 days (or such shorter period as the Company and the Controlling Shareholders (as defined below) shall agree) after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. (f) The Management Stockholder represents and warrants that (i) he has received and reviewed the document(s) comprising the Prospectus (the "Prospectus") relating to the Stock and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Stock and to verify the information contained in the Prospectus and the information received as indicated in this Section 2(f)(ii), and he has relied solely on such information. (g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his investment in the Stock, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Stock, including those set forth in the Prospectus referred to above, and (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Stock as contemplated by this Agreement. 3. Restriction on Transfer. Except for transfers permitted by clauses (x), (y) and (z) of Section 2(a) or a sale of shares of Stock pursuant to an effective registration statement under the Act filed by the Company (as described herein but excluding the Form S-8 filed in connection with this Agreement and the Other Management Stockholders' Agreements and the transactions contemplated hereby and thereby) or pursuant to the Sale Participation Agreement (as defined below), the Management Stockholder agrees that he will not transfer any shares of the Stock at any time prior to the fifth anniversary of the Base Date. No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void and of no effect. Subject to Section 4 below, the Management 6 6 Stockholder shall not be restricted from transferring Stock after the fifth anniversary of the Base Date in compliance with applicable securities laws. 4. Right of First Refusal. If at any time after the fifth anniversary of the Base Date and prior to a Public Offering (as hereinafter defined), the Management Stockholder receives a bona fide offer to purchase any or all of his shares of Stock (the "Offer") from a third party (the "Offeror") which the Management Stockholder wishes to accept, the Management Stockholder shall cause the Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Offer. The Management Stockholder's notice shall contain an irrevocable offer to sell such shares of Stock to the Company (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by a true copy of the Offer (which shall identify the Offeror). At any time within 15 days after the date of the receipt by the Company of the Management Stockholder's notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Offer either (i) at the same price and on the same terms and conditions as the Offer or (ii) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company's Board of Directors, by delivering a certified bank check or checks in the appropriate amount (and any such non-cash consideration to be paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If at the end of such 30-day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Management Stockholder may during the succeeding 60-day period sell not less than all of the shares of Stock covered by the Offer to the Offeror at a price and on terms no less favorable to the Management Stockholder than those contained in the Offer. Promptly after such sale, the Management Stockholder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of 60 days following the expiration of the 30-day period for the Company to purchase the Stock, the Management Stockholder has not completed the sale of such shares of the Stock as aforesaid, the provisions of this Section 4 shall again be in effect with respect to such shares of the Stock. 5. Management Stockholder's Resale of Stock and Options to the Company Upon The Management Stockholder's Death or Disability. (a) Except as otherwise provided herein, if, prior to the fifth anniversary of the Base Date, (i) the Management Stockholder is still in the employ of the Company or any subsidiary of the Company, or has retired from the Company and its subsidiaries at age 65 or over (or such other age as may be approved by the Board of Directors of the Company) after having been employed by the Company or any subsidiary for at least three years after the Base Date, and (ii) the Management Stockholder either dies or becomes permanently disabled, then the Management Stockholder, the Management Stockholder's Estate or a Management 7 7 Stockholder's Trust, as the case may be, shall have the right, for one year following the date of death or permanent disability, (A) to sell to the Company, and the Company shall be required to purchase, on one occasion, all or any portion of the shares of Stock then held by the Management Stockholder, the Management Stockholder's Estate and/or the Management Stockholder's Trust, as the case may be, at the Section 5 Repurchase Price, as determined in accordance with Section 7, (B) to require the Company to pay to the Management Stockholder, the Management Stockholder's Estate and/or the Management Stockholder's Trust, as the case may be, an additional amount equal to the Option Excess Price determined on the basis of the Section 5 Repurchase Price as provided in Section 8 with respect to the termination of outstanding Old Options held by the Management Stockholder and (C) to require the Company to pay to the Management Stockholder, the Management Stockholder's Estate and/or the Management Stockholder's Trust, as the case may be, an additional amount equal to Option Excess Price determined on the basis of a Section 5 Repurchase Price as provided in Section 8 with respect to the termination of outstanding New Time Options held by the Management Stockholder. (b) The Management Stockholder, the Management Stockholder's Estate and/or the Management Stockholder's Trust, as the case may be, shall send written notice to the Company of its intention to sell shares of Stock in exchange for the payment referred in Section 5(a) above and to terminate such Options (in exchange for the payment referred to in Section 5(a)) (the "Redemption Notice"). The completion of the purchase shall take place at the principal office of the Company on the tenth business day after the giving of the Redemption Notice. The Section 5 Repurchase Price and the payment with respect to the Options as described above shall be paid by delivery to the Management Stockholder, the Management Stockholder's Estate and/or the Management Stockholder's Trust, as the case may be, of a certified bank check or checks in the appropriate amount payable to the order of the Management Stockholder, the Management Stockholder's Estate and/or the Management Stockholder's Trust, as the case may be, against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents cancelling the Options so terminated appropriately endorsed or executed by the Management Stockholder, the Management Stockholder's Estate and/or the Management Stockholder's Trust, or his, her or its duly authorized representative; provided, however, that the Company shall reduce the amount to be paid by any amounts owed by the Management Stockholder to the Company. For purposes of this Agreement, the Management Stockholder shall be deemed to have a "permanent disability" if the Management Stockholder is unable to engage in the activities required by the Management Stockholder's job by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. (c) Notwithstanding anything in Section 5(a) to the contrary and subject to Section 11, if there exists and is continuing a default or an event of default on the part of the Company or any subsidiary of the Company under any loan, guarantee or other agreement under which the Company or any subsidiary of the Company has borrowed money or if a repurchase or payment referred to in Section 5(a) would result in a default or an event of default on the part of the Company or any subsidiary of the Company under any such agreement or if such repurchase or payment would not be permitted under any applicable 8 8 statutes of the State of Tennessee or would otherwise violate any such statutes (or if the Company reincorporates in another state, any applicable statutes of such state) (each such occurrence being an "Event"), the Company shall not be obligated to repurchase any of the Stock from, or make payment in respect of any Options to, the Management Stockholder, the Management Stockholder's Estate and/or a Management Stockholder's Trust, as the case may be, until the first business day which is 10 calendar days after all of the foregoing Events have ceased to exist (the "Repurchase Eligibility Date"); provided, however, that the number of shares of Stock subject to repurchase under this Section 5(c) shall be that number of shares of Stock and the number of Exercisable Option Shares (as defined in Section 8) for purposes of calculating the Option Excess Price payable under this Section 5(c) shall be the number of Exercisable Option Shares, held by the Management Stockholder, the Management Stockholder's Estate and/or a Management Stockholder's Trust, as the case may be, at the time of delivery of a Redemption Notice in accordance with Section 5(b) hereof (as adjusted below for option exercises); provided, further, that the Repurchase Calculation Date (as defined below) shall be determined as of the Repurchase Eligibility Date (unless the Section 5 Repurchase Price would be greater if the Repurchase Calculation Date had been determined as if no Event had occurred, in which case, solely for purposes of this proviso, the Repurchase Calculation Date shall be determined as if no Event had occurred). All Options shall continue to be exercisable until the repurchase pursuant to the Redemption Notice, provided that to the extent any Options are exercised after the date of such Redemption Notice, the number of Exercisable Option Shares for purposes of calculating the Option Excess Price shall be reduced and the number of shares of Stock shall be increased accordingly. (d) Notwithstanding any other provision of this Section 5 to the contrary and subject to Section 11, the Management Stockholder, the Management Stockholder's Estate and/or a Management Stockholder's Trust, as the case may be, shall have the right to withdraw any Redemption Notice which has been pending for 60 or more days and which has remained unsatisfied because of the provisions of Section 5(c). In the event any Redemption Notice is so withdrawn, it shall be deemed not to be a Redemption Notice for purposes of this Section 5. 6. The Company's Option to Repurchase Stock and Options of Management Stockholder. (a) If, on or prior to the fifth anniversary of the Base Date, (i) the Management Stockholder's active employment with the Company (and/or, if applicable, its subsidiaries) is terminated by the Company or the Management Stockholder for any reason, (ii) the beneficiaries of a Management Stockholder's Trust shall include any person or entity other than the Management Stockholder, his spouse or his or his spouse's lineal descendants, or (iii) the Management Stockholder shall effect a transfer of any of the Stock other than as permitted in this Agreement (each, a "Section 6(a) Call Event"), then the Company shall have the right to (A) purchase all, but not less than all, of the shares of Purchase Stock and Old Option Stock then held by the Management Stockholder or a Management Stockholder's Trust at the Section 5 Repurchase Price, as determined in accordance with Section 7, and (B) terminate all, but not less than all, of the Old Options then held by the Management 9 9 Stockholder or a Management Stockholder's Trust upon payment of the Option Excess Price determined on the basis of the Section 5 Repurchase Price. (b) If, on or prior to the fifth anniversary of the Base Date, the Management Stockholder's employment is terminated as a result of the death or permanent disability of the Management Stockholder or if the Management Stockholder dies or becomes permanently disabled after the retirement of the Management Stockholder from the Company or any of its subsidiaries at age 65 or over (or such other age as may be approved by the Board of Directors of the Company) after having been employed by the Company or any subsidiary for at least three years after the Base Date (each a "Section 6(b) Call Event"), then the Company shall have the right to (A) purchase all, but not less than all, of the shares of New Option Stock then held by the Management Stockholder, the Management Stockholder's Estate or a Management Stockholder's Trust at the Section 5 Repurchase Price, as determined in accordance with Section 7, and (B) terminate all, but not less than all, of the New Options then held by the Management Stockholder or a Management Stockholder's Trust upon payment of the Option Excess Price determined on the basis of a Section 5 Repurchase Price. (c) If, on or prior to the fifth anniversary of the Base Date, (i) the Management Stockholder's employment is terminated by the Company without Cause or (ii) the Management Stockholder voluntarily terminates with Good Reason (a "Section 6(c) Call Event"), then the Company shall have the right to (A) purchase all, but not less than all, of the shares of New Option Stock then held by the Management Stockholder, the Management Stockholder's Estate or a Management Stockholder's Trust at the Section 5 Repurchase Price, as determined in accordance with Section 7, and (B) terminate all, but not less than all, of the New Options then held by the Management Stockholder or a Management Stockholder's Trust that were exercisable immediately prior to such Section 6(c) Call Event upon payment of the Option Excess Price with respect thereto determined on the basis of a Section 5 Repurchase Price. If any Section 6(c) Call Event has occurred, then, whether or not the Company exercises the call rights granted under this Section 6(c), all New Options held by the Management Stockholder or the Management Stockholder's Trust, as the case may be, that were not exercisable immediately prior to the occurrence of such Section 6(c) Call Event will terminate immediately without payment therefor. (d) If, on or prior to the fifth anniversary of the Base Date, (i) the Management Stockholder voluntarily terminates his employment, (ii) the beneficiaries of a Management Stockholder's Trust shall include any person or entity other than the Management Stockholder, his spouse or his or his or spouse's lineal descendants, or (iii) the Management Stockholder shall effect a transfer of any of the Stock other than as permitted in this Agreement (a "Section 6(d) Call Event"), then the Company shall have the right to (i) purchase all, but not less than all, of the shares of New Option Stock then held by the Management Stockholder, the Management Stockholder's Estate or a Management Stockholder's Trust at the Section 6(d) Repurchase Price, as determined in accordance with Section 7, and (ii) terminate all, but not less than all, of the New Options then held by the Management Stockholder or a Management Stockholder's Trust that were exercisable immediately prior to such Section 6(d) Call Event upon payment of the Option Excess Price with respect thereto determined on the basis of a Section 6(d) Repurchase Price. If any 10 10 Section 6(d) Call Event has occurred, then, whether or not the Company exercises the call rights granted under this Section 6(d), all New Options held by the Management Stockholder or the Management Stockholder's Trust, as the case may be, that were not exercisable immediately prior to the occurrence of such Section 6(d) Call Event will terminate immediately without payment therefor. (e) If, on or prior to the fifth anniversary of the Base Date, the Company terminates the employment of the Management Stockholder for Cause (a "Section 6(e) Call Event" and collectively with any Section 6(a) Call Event, Section 6(b) Call Event, Section 6(c) Call Event or Section 6(d) Call Event, a "Call Event"), then the Company shall have the right to purchase all, but not less than all, of the shares of New Option Stock then held by the Management Stockholder, the Management Stockholder's Estate or a Management Stockholder's Trust at the Section 6(e) Repurchase Price. If any Section 6(e) Call Event has occurred, then, whether or not the Company exercises the call rights granted under this Section 6(e), all New Options held by the Management Stockholder or the Management Stockholder's Trust, as the case may be, whether or not exercisable prior to such Section 6(e) Call Event, will terminate immediately without payment therefor. (f) The Company shall have a period of 90 days from the date of a Call Event in which to give notice in writing to the Management Stockholder of the exercise of such election ("Call Notice"). The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company on the tenth business day after the giving of notice of the exercise of the option to purchase. The applicable Repurchase Price and any payment with respect to the Options shall be paid by delivery to the Management Stockholder, the Management Stockholder's Estate or a Management Stockholder's Trust, as the case may be, of a certified bank check or checks in the appropriate amount payable to the order of the Management Stockholder, the Management Stockholder's Estate or a Management Stockholder's Trust, as the case may be, against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents cancelling the Options so terminated, appropriately endorsed or executed by the Management Stockholder, the Management Stockholder's Estate or a Management Stockholders Trust or his, her or its authorized representative. (g) Notwithstanding any other provision of this Section 6 to the contrary and subject to Section 11, if there exists and is continuing any Event, the Company shall delay the repurchase of any of the Stock or the Options pursuant to a Call Notice timely given in accordance with Section 6(f) hereof from the Management Stockholder, the Management Stockholder's Estate or a Management Stockholder's Trust, as the case may be, until the Repurchase Eligibility Date; provided, however, that (i) the number of shares of Stock subject to repurchase under this Section 6(g) and (ii) in the case of a repurchase pursuant to Section 6(a), (b), (c) or (d), the number of Exercisable Option Shares for purposes of calculating the Option Excess Price payable under this Section 6(g) shall be the number of shares of Stock or Exercisable Option Shares, as the case may be, held by the Management Stockholder, the Management Stockholder's Estate or a Management Stockholder's Trust, as the case may be, at the time of delivery of a Call Notice in accordance with Section 6(d) hereof (as adjusted below for option exercises); and provided, further, that the Repurchase 11 11 Calculation Date shall be determined in accordance with Section 7 based on the Repurchase Eligibility Date (unless (x) in the case of a Section 6(a) Call Event, a Section 6(b) Call Event or a Section 6(c) Call Event, the applicable Repurchase Price would be greater if the Repurchase Calculation Date had been determined as if no Event had occurred, in which case the Repurchase Calculation Date shall be determined as if no Event had occurred, and (y) in the case of a Section 6(d) Call Event or a Section 6(e) Call Event, the applicable Repurchase Price would be less if the Repurchase Calculation Date had been determined as if no Event had occurred, in which case the Repurchase Calculation Date shall be determined as if no Event had occurred). All Options exercisable as of the date of a Call Notice, in the case of a repurchase pursuant to Sections 6(a), (b), (c) and (d), shall continue to be exercisable until the repurchase pursuant to such Call Notice, provided that to the extent that any Options are exercised after the date of such Call Notice, the number of Exercisable Option Shares for purposes of calculating the Option Excess Price shall be reduced and the number of shares of Stock shall be increased accordingly. 7. Determination of Repurchase Price. (a) The Section 5 Repurchase Price, the Section 6(d) Repurchase Price and the Section 6(e) Repurchase Price are hereinafter collectively referred to as the "Repurchase Price." The Repurchase Price shall be calculated as of the date (the "Repurchase Calculation Date") that is: (i) in the case of a repurchase at the Section 5 Repurchase Price, the date of the event giving rise to such repurchase and (ii) in the case of a repurchase at the Section 6(d) Repurchase Price or the Section 6(e) Repurchase Price, the last day of the month preceding the date of the event giving rise to such repurchase. The event giving rise to the repurchase shall be the death, permanent disability, retirement or termination of employment, as the case may be, of the Management Stockholder, and not the giving of any notice required pursuant to Section 5 or 6. (b) The Section 5 Repurchase Price shall be a per share Repurchase Price equal to (i) prior to a Public Offering, the fair market value per share of the Common Stock, as determined in good faith by the Board of Directors of the Company after consultation with an independent investment banking or valuation firm and (ii) after a Public Offering, the Market Price Per Share. (c) The Section 6(d) Repurchase Price shall be a per share Repurchase Price equal to the lesser of the Section 5 Repurchase Price and the Book Value Per Share. (d) The Section 6(e) Repurchase Price shall be a per share Repurchase Price equal to the lesser of the Base Price and the Section 5 Repurchase Price. (e) For purposes of this Agreement the following definitions shall apply: "Cause" shall mean (i) the Management Stockholder's willful refusal to perform in any material respect his duties or responsibilities for the Company or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the chief executive officer or Board of Directors of the Company, (ii) the engaging by the Management Stockholder in conduct that causes material and demonstrable injury, monetarily 12 12 or otherwise, to the Company, including, but not limited to, misappropriation or conversion of assets of the Company (other than nonmaterial assets), (iii) conviction of or entry of a plea of nolo contendere to a felony or (iv) a material breach of any written employment agreement to which the Management Stockholder is a party, including, without limitation, engaging in action in violation of the restrictive covenants contained in such employment agreement. For purposes hereof, no act or failure to act by the Management Stockholder shall be deemed to be "willful" if done, or omitted to be done, by the Management Stockholder in good faith and with the reasonable belief that such action or omission was in the best interest of the Company. "Good Reason" shall mean (i) a reduction in the Management Stockholder's base salary or an amendment to the Company's annual cash bonus plan which would materially impair the ability of the Management Stockholder to receive a bonus (other than the establishment in good faith of the "EBITDA" or other performance targets by the Company's Board of Directors) or (ii) other than as approved by the current chief executive officer of the Company, a substantial reduction in the Management Stockholder's duties and responsibilities or a transfer of the Management Stockholder's primary workplace by more than fifty (50) miles from the current workplace; provided, however, that in the event the Management Stockholder is party to a written employment agreement, the definitions of "Good Reason" and "Cause" therein shall supersede the preceding definitions. (f) As used herein, "Book Value Per Share" shall be the quotient of (a) (i) the Base Price plus (ii) the aggregate net income of the Company from and after the Base Date (as decreased by any net losses from and after the Base Date) excluding any one time costs and expenses charged to income associated with the Merger and any related transactions plus (iii) the aggregate dollar amount contributed to (or credited to common stockholders' equity of) the Company after the Base Date as equity of the Company (including consideration that would be received upon the exercise of all outstanding stock options and other rights to acquire Common Stock and the conversion of all securities convertible into Common Stock and other stock equivalents) plus (iv) to the extent reflected as deductions to Book Value Per Share in clause (ii) above, unusual or other items recognized by the Company (including, without limitation, extraordinary charges, and one time or accelerated write-offs of good will), in each case, if and to the extent determined in good faith by the Board of Directors of the Company, minus (v) to the extent reflected as additions to Book Value Per Share in clause (ii) above, unusual or other items recognized by the Company, in each case, if and to the extent determined in good faith by the Board of Directors of the Company, minus (vi) the aggregate dollar amount of any dividends paid by the Company after the Base Date, divided by (b) the sum of the number of shares of Common Stock then outstanding and the number of shares of Common Stock issuable upon the exercise of all outstanding stock options and other rights to acquire Common Stock and the conversion of all securities convertible into shares of Common Stock. The items referred to in the calculations set forth in clauses (a)(ii) through (vi) of the immediately preceding sentence shall be determined in good faith, and to the extent possible, in accordance with generally accepted accounting principles applied on a basis consistent with any prior periods as reflected in the consolidated financial statements of the Company. (g) As used herein the term "Public Offering" shall mean the sale of shares of Common Stock to the public subsequent to the date hereof pursuant to a registration 13 13 statement under the Act which has been declared effective by the SEC (other than a registration statement on Form S-8 or any other similar form) which results in an active trading market in 20% or more of the Common Stock or as otherwise results in an active trading market as determined in good faith by the Board of Directors. A "Qualified Public Offering" shall mean a Public Offering pursuant to an effective registration statement relating to the sale of any shares of the Common Stock held by KKR 1996 Fund L.P., a Delaware limited partnership, KKR Partners II, L.P., a Delaware limited partnership, Regal Equity Partners, L.P., a Delaware limited partnership and an affiliate of Hicks, Muse Tate & Furst Incorporated, or their respective affiliates (collectively, the "Controlling Shareholders"); provided, however, that a "Qualified Public Offering" shall be deemed to have occurred if there has been any Public Offering and there exists an active trading market in 40% or more of the Common Stock. (h) As used herein, the term "Market Price Per Share" shall mean the price per share equal to the average of the last sale price of the Common Stock on the Repurchase Calculation Date on each exchange on which the Common Stock may at the time be listed or, if there shall have been no sales on any of such exchanges on the Repurchase Calculation Date, the average of the closing bid and asked prices on each such exchange at the end of the Repurchase Calculation Date (or if there is no such bid and asked price on the Repurchase Calculation Date, then on the next preceding date when such bid and asked price occurred) or, if the Common Stock shall not be so listed, the average of the closing sales prices as reported by NASDAQ at the end of the Repurchase Calculation Date in the over-the-counter market. If the Common Stock is not so listed or reported by NASDAQ, then the Market Price Per Shares shall be the Section 5 Repurchase Price. (i) In determining the Repurchase Price, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Common Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of this Section 7. 8. Stock Issued to Management Stockholder Upon Exercise of Stock Options; Termination of Options. (a) The Company may from time to time grant to the Management Stockholder, in addition to the New Options, options under the New Plan to purchase shares of Common Stock at the Base Price or at a different option exercise price. (b) All outstanding Options granted to the Management Stockholder, whether or not then exercisable, will be automatically terminated (i) with respect to New Options, in the case of an occurrence of a Section 6(e) Call Event, without any payment therefor, (ii) with respect to New Options which were not exercisable immediately prior to a Section 6(d) Call Event, in the case of a Section 6(d) Call Event, without any payment therefor, and (iii) in the case of any other event giving rise to a put or call right pursuant to Section 5 or 6 (other than the occurrence of a Section 6(c) Call Event), upon payment of the Option Excess Price with respect thereto. The Option Excess Price with respect to any Old Option is the excess, if any, of the Section 5 Repurchase Price over the exercise price with 14 14 respect to such Old Option, multiplied by the number of Exercisable Option Shares thereunder. The Option Excess Price with respect to any New Option is the excess, if any, of the Section 5 Repurchase Price or the Section 6(d) Repurchase Price, depending on which Repurchase Price is being used to repurchase the remainder of the New Option Stock, over the exercise price with respect to such New Option, multiplied by the number of Exercisable Option Shares thereunder. For purposes hereof, "Exercisable Option Shares" with respect to any Option shall mean the shares of Common Stock which, at the time of determination of the Option Excess Price, could be purchased by the Management Stockholder upon exercise of such Option (after giving effect to any required accelerated vesting of such Option). If the Option Excess Price with respect to any Option is zero or a negative number, such Option, whether or not then exercisable, shall be automatically terminated without payment of any amount upon the exercise of any put or call right pursuant to Section 5 or 6 with respect to any Stock arising from an event which also gives rise to a put or call right with respect to such Option; provided, however, that, upon the occurrence of any Section 6(c) Call Event, any exercisable Old Option not repurchased pursuant to Section 6 shall remain exercisable until the expiration or termination of such Old Option pursuant to the terms thereof. 9. The Company's Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Purchase Stock, the Old Option Stock and the New Option Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable. (b) If the Company shall have consummated a Public Offering, the Company (i) will use reasonable efforts to register the Stock on a Form S-8 Registration Statement or any successor to Form S-8 to the extent such registration is then available with respect to such Stock and (ii) will file the reports required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations adopted by the SEC thereunder (collectively, the "Exchange Act"), to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 9(b), the Company may de- register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 9(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement. 10. "Piggyback" Registration Rights. (a) Effective upon the date of this Agreement until the later of (i) the first occurrence of a Qualified Public Offering (as defined in Section 7(g) above) or (ii) the fifth anniversary of the Base Date, the Management Stockholder hereby agrees to be bound by all 15 15 of the terms, conditions and obligations of the Registration Rights Agreement dated as of May __, 1998 (the "Registration Rights Agreement") among the Company and one or more of the Controlling Shareholders and, in the case of a Qualified Public Offering and subject to the limitations set forth in this Section 10, shall have all of the rights and privileges of the Registration Rights Agreement, in each case as if the Management Stockholder were an original party (other than the Company) thereto; provided, however, that the Management Stockholder shall not have any rights to request or demand registration under Section 3 of the Registration Rights Agreement; and provided, further, that the Management Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Management Stockholder consents in writing thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Management Stockholder's rights and obligations under the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All Stock purchased or held by the Management Stockholder, the Management Stockholder's Estate or the Management Stockholder's Trust which is subject to this Agreement shall be deemed to be Registrable Securities as defined in the Registration Rights Agreement. (b) The Company will promptly notify the Management Stockholder in writing (a "Notice") of any proposed registration (a "Proposed Registration") in connection with a Qualified Public Offering. If within 15 days of the receipt by the Management Stockholder of such Notice, the Company receives from the Management Stockholder, the Management Stockholder's Estate or the Management Stockholder's Trust a written request (a "Request") to register shares of Stock held by the Management Stockholder, the Management Stockholder's Estate or the Management Stockholder's Trust (which Request will, subject to the terms of the Custody Agreement and Power of Attorney (as defined below), be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 10; provided, however, that for each such registration statement only one Request, which shall be executed by the Management Stockholder, the Management Stockholder's Estate or the Management Stockholder's Trust, as the case may be, may be submitted for all Registrable Securities held by the Management Stockholder, the Management Stockholder's Estate and the Management Stockholder's Trust. (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder (which for purposes of this Section 10(c) shall include shares held by the Management Stockholder's Estate or a Management Stockholder's Trust), including all shares of Stock which the Management Stockholder is then entitled to acquire under an unexercised Option to the extent then exercisable, (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration, after giving effect to the provisions of any written agreement (other than the Registration Rights Agreement) to which the Company and any holder of shares of Common Stock are parties (other than the Management Stockholder or any Other Management Stockholder) that provides for the registration of shares of Common Stock of such holder by the Company (any such other written agreement, an "Other Registration Rights Agreement"), without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other 16 16 Management Stockholders) as more fully described in Section 10(d) and (iii) the maximum number of shares of Stock which the Management Stockholder (pro rata based upon the aggregate number of shares of Common Stock the Management Stockholder and all Other Management Stockholders have requested be registered) and all Other Management Stockholders are permitted to register under the Registration Rights Agreement. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock and Stock of the Management Stockholder requested to be included in the Proposed Registration, after giving effect to the provisions of any Other Registration Rights Agreement, exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Common Stock offered in such Qualified Public Offering as contemplated by the Proposed Registration, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Common Stock the Company proposes to sell (after giving effect to the priority, pro ration or cutback provisions contained in any Other Registration Rights Agreement); provided that the registration of shares of Common Stock was initiated by the Company with respect to shares intended to be registered for sale for its own account, (ii) second, the number of shares of Common Stock that the Company is required (after giving effect to the priority, pro ration or cutback provisions contained in any Other Registration Rights Agreement and any withdrawal from the proposed registration of shares of Common Stock by a holder of shares of Common Stock that is a party to such Other Registration Rights Agreement) to include in such registration pursuant to an Other Registration Rights Agreement and (iii) third, to the extent of the number of shares of Common Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Common Stock which the Holders (as defined in the Registration Rights Agreement (which term shall include for purposes hereof the Management Stockholder, the Management Stockholder's Estate, the Management Stockholder's Trust and Other Management Stockholders)), have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Common Stock then held by each such Holder (except to the extent that two or more requesting Holders shall have agreed to a different allocation among such requesting Holders); provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner. (e) Upon delivering a Request the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder's behalf with respect to the matters specified therein. 17 17 (f) The Management Stockholder agrees that he or she will execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 10. 11. Pro Rata Repurchases. Notwithstanding anything to the contrary contained in Sections 5, 6 or 7, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Agreement and the Other Management Stockholders' Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder and Other Management Stockholders pro rata (on the basis of the proportion of the number of shares of Stock and the number of Options each such Management Stockholder and all Other Management Stockholders have elected or are required to sell to the Company) for the maximum number of shares of Stock and shall pay the Option Excess Price for the maximum number of Options permitted without resulting in an Event (the "Maximum Repurchase Amount"). The provisions of Sections 5(c) and 6(g) shall apply in their entirety to payments and repurchases with respect to Options and shares of Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until all of such Stock and Options are purchased and paid for by the Company, the Management Stockholder and the Other Management Stockholders whose Stock and Options are not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Common Stock and Options by the Company pursuant to this Agreement and Other Management Stockholders' Agreements. 12. Rights to Negotiate Repurchase Price. Nothing in this Agreement shall be deemed to restrict or prohibit the Company from purchasing shares of Stock or Options from the Management Stockholder, at any time, upon such terms and conditions, and for such price, as may be mutually agreed upon between the Parties, whether or not at the time of such purchase circumstances exist which specifically grant the Company the right to purchase, or the Management Stockholder the right to sell, shares of Stock or the Company has the right to pay, or the Management Stockholder has the right to receive, the Option Excess Price under the terms of this Agreement. 13. Covenant Regarding 83(b) Election. Except as the Company may otherwise agree in writing, the Management Stockholder hereby covenants and agrees that he will make an election provided pursuant to Treasury Regulation 1.83-2 with respect to the Stock acquired upon each exercise of the New Options (the "Election"); and the Management Stockholder further covenants and agrees that he will furnish the Company with copies of the forms of Election the Management Stockholder files within 30 days after each exercise of such New Options and with evidence that each such Election has been filed in a timely manner. 18 18 14. Notice of Change of Beneficiary. Immediately prior to any transfer of Stock to a Management Stockholder's Trust, the Management Stockholder shall provide the Company with a copy of the instruments creating the Management Stockholder's Trust and with the identity of the beneficiaries of the Management Stockholder's Trust. The Management Stockholder shall notify the Company immediately prior to any change in the identity of any beneficiary of the Management Stockholder's Trust. 15. Expiration of Certain Provisions. The provisions contained in Sections 4, 5 and 6 of this Agreement and the portion of any other provision of this Agreement which incorporates the provisions of such Sections, shall terminate and be of no further force or effect with respect to any shares of Stock sold by the Management Stockholder (i) pursuant to an effective registration statement filed by the Company pursuant to Section 10 hereof or (ii) pursuant to the terms of the Sale Participation Agreement of even date herewith (the "Sale Participation Agreement") among the Management Stockholder and one or more of the Controlling Shareholders. The provisions contained in Sections 2(e), 3, 4, 5, 6 and 13 of this Agreement, and the portion of any other provisions of this Agreement which incorporates the provisions of such Sections, shall terminate and be of no further force or effect upon the consummation of a merger, reorganization, business combination or liquidation of the Company, but only if such merger, reorganization, business combination or liquidation results in the Controlling Shareholders, together, no longer having the power, directly or indirectly, (A) to elect a majority of the Board of Directors of the Company or such other corporation which succeeds to the Company's rights and obligations pursuant to such merger, reorganization, business combination or liquidation, or (B) if the resulting entity of such merger, reorganization, business combination or liquidation is not a corporation, to select the general partner(s) or other persons or entities controlling the operations and business of the resulting entity. 16. Recapitalizations, etc. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution for the Stock or the Options, by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise. 17. Management Stockholder's Employment by the Company. Nothing contained in this Agreement or in any other agreement entered into by the Company and the Management Stockholder contemporaneously with the execution of this Agreement (i) obligates the Company or any subsidiary of the Company to employ the 19 19 Management Stockholder in any capacity whatsoever or (ii) prohibits or restricts the Company (or any such subsidiary) from terminating the employment, if any, of the Management Stockholder at any time or for any reason whatsoever, with or without Cause, subject to any rights to payments or benefits to which the Management Stockholder may be entitled under any employment agreement with the Company, and the Management Stockholder hereby acknowledges and agrees that neither the Company nor any other person has made any representations or promises whatsoever to the Management Stockholder concerning the Management Stockholder's employment or continued employment by the Company or any subsidiary of the Company. 18. State Securities Laws. The Company hereby agrees to use its best efforts to comply with all state securities or "blue sky" laws which might be applicable to the sale of the Stock and the issuance of the Options to the Management Stockholder. 19. Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. In the case of a transferee permitted under Section 2(a) hereof, such transferee shall be deemed the Management Stockholder hereunder; provided, however, that no transferee (including without limitation, transferees referred to in Section 2(a) hereof) shall derive any rights under this Agreement unless and until such transferee has delivered to the Company a valid undertaking and becomes bound by the terms of this Agreement. 20. Amendment. This Agreement may be amended only by a written instrument signed by the Parties hereto. 21. Closing. Except as otherwise provided herein, the closing of each purchase and sale of shares of Stock and the payment of the Option Excess Price, if any, pursuant to this Agreement shall take place at the principal office of the Company on the tenth business day following delivery of the notice by either Party to the other of its exercise of the right to purchase or sell such Stock hereunder or to cause the payment of the Option Excess Price, if any. 22. Applicable Law. The laws of the state of New York shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under principles of conflicts of law. Any suit, action or proceeding against the Management Stockholder with respect to this Agreement, or any judgment entered by any court in respect 20 20 of any thereof, may be brought in any court of competent jurisdiction in the State of New York and the Management Stockholder hereby submits to the non- exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. By the execution and delivery of this Agreement, the Management Stockholder appoints The Corporation Trust Company, at its office in New York, New York as his agent upon which process may be served in any such suit, action or proceeding. Service of process upon such agent, together with notice of such service given to the Management Stockholder in the manner provided in Section 25 hereof, shall be deemed in every respect effective service of process upon him in any suit, action or proceeding. Nothing herein shall in any way be deemed to limit the ability of the Company to serve any such writs, process or summonses in any other manner permitted by applicable law or to obtain jurisdiction over the Management Stockholder, in such other jurisdictions and in such manner, as may be permitted by applicable law. The Management Stockholder hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of New York, and the Management Stockholder hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding. Each Party hereto hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein. 23. Assignability of Certain Rights by the Company. The Company shall have the right to assign any or all of its rights or obligations to purchase shares of Stock pursuant to Sections 4, 5 and 6 hereof; provided, however, that the Company shall remain obligated to perform its obligations notwithstanding such assignment in the event that such assignee fails to perform the obligations so assigned to it. 24. Miscellaneous. In this Agreement (i) all references to "dollars" or "$" are to United States dollars and (ii) the word "or" is not exclusive. If any provision of this Agreement shall be declared illegal, void or unenforceable by any court of competent jurisdiction, the other provisions shall not be affected, but shall remain in full force and effect. 25. Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered by hand (whether by overnight 21 21 courier or otherwise) or sent by registered or certified mail, return receipt requested, postage prepaid, or by overnight delivery or telecopy, to the Party to whom it is directed: (a) If to the Company, to it at the following addresses: Regal Cinemas, Inc. 7132 Commercial Park Drive Knoxville, Tennessee 37918 Attn: Lewis Frazer III c/o Kohlberg Kravis Roberts & Co. 9 West 57th Street New York, New York 10019 Attn: Clifton S. Robbins - and - c/o Hicks, Muse, Tate & Furst Incorporated 200 Crescent Court Suite 1600 Dallas, Texas 75201 Attn: Lawrence D. Stuart, Jr. with a copies to: Bass, Berry & Sims 2700 First American Center Nashville, TN 37238 Attn: F. Mitchell Walker, Esq. -and- Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Attn: Charles I. Cogut, Esq. 22 22 -and- Weil, Gotshal & Manges LLP 100 Crescent Court Suite 1300 Dallas, Texas 75201 Attn: Jeremy W. Dickens, Esq. (b) If to the Management Stockholder, to him at the address set forth on the signature page hereof; or at such other address as either party shall have specified by notice in writing to the other. 26. Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees that, effective as of the Base Date and for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year (or such longer period provided in any employment agreement with the Management Stockholder) thereafter (the "Noncompete Period"), the Management Stockholder shall not directly or indirectly, either as principal, manager, agent consultant, officer, stockholder, partner, investor, lender, employee or in any other capacity, engage in or have any financial interest in any business in Competition (as defined below) with the business of the Company, its subsidiaries, its theater affiliates, or any affiliate of either Kohlberg Kravis & Roberts & Co. L.P. or Hicks, Muse, Tate & Furst Incorporated principally engaged in the theater business in existence as of the date of Management Stockholder's termination of employment (the "Restricted Group"), other than through the Management Stockholder's employment with the Company or any of its subsidiaries. For purposes of this Section 26(a), a business shall be deemed to be in "Competition" with the Restricted Group if it is principally engaged in the theater business within the same geographic area in which any member of the Restricted Group conducts such business. Nothing in this Section 26 shall be construed so as to preclude the Management Stockholder from investing in any publicly or privately held company, provided that the Management Stockholder's beneficial ownership of any class of such company's securities does not exceed 1% of the outstanding securities of such class. Notwithstanding the foregoing, in the event that the Management Stockholder has an employment agreement with the Company, any covenant not to compete therein will supersede this Section 26(a). (b) The Management Stockholder will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is (i) directly related to and required by the Management Stockholder's performance of duties, if any, assigned to the Management Stockholder by the Company or (ii) required by law. As used in this Agreement, the term "Confidential Information" means, unless otherwise defined in the Management Stockholder's employment 23 23 agreement, if any, with the Company, information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder proposes to disclose or use such information. The Management Stockholder acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents, powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the provisions of this Agreement shall be read in such a way as not to permit any more extensive use or disclosure of confidential information. (c) The Management Stockholder agrees, during the Noncompete Period, not to solicit for employment or employ, for the benefit of any person or entity other than the Company or any of its subsidiaries, any person who is, or was during the six months preceding any such solicitation for employment or employment, employed by the Company or any of its theater affiliates (other than secretarial or other administrative employees who worked directly for the Management Stockholder prior to such termination). (d) Notwithstanding clauses (a), (b) and (c) above, if at any time a court holds that the restrictions stated in such Sections 26(a), (b) and (c) are unreasonable or otherwise unenforceable under circumstances then existing, the parties agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder's services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (e) Notwithstanding anything to the contrary in this Section 26, the provisions of Sections 26(a) and (c) shall not be applicable to or binding upon any 24 24 Management Stockholder who is not a Vice President or higher level employee of the Company or its subsidiaries. [The signature page follows this page.] 25 SIGNATURE PAGE TO MANAGEMENT STOCKHOLDER'S AGREEMENT By their signatures below, the undersigned hereby agree to the foregoing Management Stockholder's Agreement, and the provisions set forth below constitute part of such agreement. REGAL CINEMAS, INC. By: ------------------------------------ Name: Title: NAME OF MANAGEMENT STOCKHOLDER: ------------------------------------ ADDRESS OF MANAGEMENT STOCKHOLDER: ------------------------------------ SIGNATURE OF MANAGEMENT STOCKHOLDER: ------------------------------------ NUMBER OF SHARES OF PURCHASE STOCK: ------------------------------------ AGGREGATE PURCHASE PRICE FOR PURCHASE STOCK: ------------------------------------ NUMBER OF OLD OPTIONS: ------------------------------------ EXERCISE PRICE(S) OF OLD OPTIONS: ------------------------------------ NUMBER OF NEW TIME OPTIONS: ------------------------------------ NUMBER OF NEW PERFORMANCE OPTIONS: ------------------------------------ EXERCISE PRICE OF NEW OPTIONS: ------------------------------------ BASE DATE: , 199 ------------ -- AGREEMENT DATE: , 199 ------------ -- ------------------------------------ EX-4.8 4 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT 1 EXHIBIT 4.8 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, dated as of __________, 1998, is made by and between Regal Cinemas, Inc., a Tennessee corporation hereinafter referred to as the "Company", and the undersigned employee of the Company or a Subsidiary (as defined below) or Affiliate (as defined below) of the Company, hereinafter referred to as "Optionee". WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its common stock (the "Common Stock"); WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined), the terms of which are hereby incorporated by reference and made a part of this Agreement; and WHEREAS, the Committee (as hereinafter defined), appointed to administer the Plan, has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the Options (as hereinafter defined) provided for herein to the Optionee as an incentive for increased efforts during his term of office with the Company or its Subsidiaries or Affiliates, and has advised the Company thereof and instructed the undersigned officers to issue said Options; NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary. Section 1.1 - Affiliate "Affiliate" shall mean, with respect to the Company, any corporation directly or indirectly controlling, controlled by, or under common control with, the Company. Section 1.2 - Cause "Cause" shall mean (i) the Optionee's willful refusal to perform in any material respect his duties or responsibilities for the Company or willful disregard in any material respect of any financial or other budgetary limitations established by the Company's Chief 2 2 Executive Officer or Board of Directors; or (ii) the engaging by the Optionee in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of assets of the Company (other than nonmaterial assets); or (iii) conviction of or entry of a plea of nolo contendere to a felony; or (iv) a material breach of the Optionee's employment agreement, if any, including, without limitation, engaging in action in violation of the restrictive covenants therein. No act or failure to act by an Optionee shall be deemed "willful" if done, or omitted to be done, by Optionee in good faith and with the reasonable belief that his action or omission was in the best interest of the Company. Section 1.3 - Code "Code" shall mean the Internal Revenue Code of 1986, as amended. Section 1.4 - Committee "Committee" shall mean the Compensation Committee of the Company. Section 1.5 - Cumulative EBITDA Target "Cumulative EBITDA Target" shall mean the Cumulative EBITDA Targets as set forth in Schedule A attached hereto. Section 1.6 - EBITDA "EBITDA" shall mean, with respect to the Company and its Subsidiaries on a consolidated basis for any period, the audited consolidated net income (excluding without duplication, (x) extraordinary gains and losses in accordance with GAAP (including any FAS 121 writedowns) and (y) gains or losses on discontinued operations) for such quarter, plus (i) consolidated interest expense for such period, determined in accordance with GAAP, plus (ii) any minority interests share of income and losses plus (iii) to the extent deducted in computing such consolidated net income, the sum of all income taxes, depreciation, depletion and amortization of property, plant, equipment and intangibles for such quarter. Section 1.7 - EBITDA Target "EBITDA Target" shall mean the EBITDA Targets established by the Board of Directors and set forth in Schedule A attached hereto. Section 1.8 - Fiscal Year "Fiscal Year" shall mean the most recently completed fiscal year of the Company. 3 3 Section 1.9 - Grant Date "Grant Date" shall mean the date as of which the Options provided for in this Agreement were granted, which shall be ________, 1998. Section 1.10 - Management Stockholder's Agreement "Management Stockholder's Agreement" shall mean that certain Management Stockholder's Agreement dated as of ________ __, 199_ between the Optionee and the Company. Section 1.11 - Missed Year "Missed Year" shall mean a Fiscal Year in which the Company's EBITDA is less than 100% of the EBITDA Target for such Fiscal Year. Section 1.12 - Options "Options" shall mean the non-qualified options to purchase Common Stock granted under this Agreement. Section 1.13 - Performance Option "Performance Option" shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(b) hereof. Section 1.14 - Permanent Disability The Optionee shall be deemed to have a "Permanent Disability" if the Optionee is unable to engage in the activities required by the Optionee's job by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Section 1.15 - Plan "Plan" shall mean the 1998 Stock Purchase and Option Plan for Key Employees of Regal Cinemas, Inc., as amended from time to time. Section 1.16 - Pronouns The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates. Section 1.17 - Secretary "Secretary" shall mean the Secretary of the Company. 4 4 Section 1.18 - Subsidiary "Subsidiary" shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations, or group of commonly controlled corporations (other than the last corporation in the unbroken chain), then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. Section 1.19 - Time Option "Time Option" shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(a) hereof. ARTICLE II GRANT OF OPTIONS Section 2.1 - Grant of Options For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee a Time Option to purchase any part or all of an aggregate of the number of shares of its Common Stock set forth with respect to such Time Option on the signature page hereof and a Performance Option to purchase any part or all of an aggregate of the number of shares of its Common Stock set forth with respect to such Performance Option on the signature page hereof, in each case upon the terms and conditions set forth in this Agreement. Section 2.2 - Exercise Price Subject to Section 2.4, the exercise price of the shares of stock covered by the Options shall be equal to $5.00. Section 2.3 - Consideration to the Company In consideration of the granting of these Options by the Company, the Optionee agrees to render faithful and efficient services to the Company or a Subsidiary or Affiliate, with such duties and responsibilities as the Company shall from time to time prescribe, consistent with Optionee's position. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary or Affiliate or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries or Affiliates, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without cause, subject to any rights to which the Optionee is entitled under the terms of the employment agreement, if any, between Optionee and the Company. 5 5 Section 2.4 - Adjustments in Options Pursuant to Merger, Consolidation, etc. Subject to Section 9 of the Plan, in the event that the outstanding shares of the stock subject to an Option are, from time to time, changed into or exchanged for a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares and/or the amount of consideration as to which or for which, as the case may be, such Option, or portions thereof then unexercised, shall be exercisable. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. ARTICLE III PERIOD OF EXERCISABILITY Section 3.1 - Commencement of Exercisability (a) Time Options shall become exercisable as follows:
Percentage of Option Date Option Shares Granted As to Which Becomes Exercisable Option Is Exercisable - ------------------- ---------------------- On or after the first anniversary of the Grant Date 20% On or after the second anniversary of the Grant Date 40% On or after the third anniversary of the Grant Date 60% On or after the fourth anniversary of the Grant Date 80% On or after the fifth anniversary of the Grant Date 100%
(b) Performance Options shall become exercisable as follows: (i) Unless otherwise provided in this Agreement, the Performance Options shall become exercisable with respect to one-third of the shares of Common Stock subject to such Performance Option on each of the first three anniversaries of the Grant Date to the extent that the Company's EBITDA for the Fiscal Year equals or exceeds the EBITDA Target. 6 6 (ii) If the Optionee's Performance Options do not become exercisable in the first or second year following the Grant Date pursuant to the above, the Optionee may "catch-up" in the second or third year based on the Cumulative EBITDA Target with respect to such year. (iii) Notwithstanding the foregoing, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to the Performance Option on the ninth anniversary of the Grant Date (but only to the extent such Performance Option has not otherwise terminated or become exercisable) at an exercise price of $5.00 per share, as adjusted pursuant to Section 2.4 herein, whether or not the EBITDA Targets are achieved. (c) Notwithstanding the foregoing, all Options shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Options immediately prior to a Change of Control (as defined in the Plan) (but only to the extent such Option has not otherwise terminated or become unexercisable). (d) In the event of Optionee's termination of employment because of death or Permanent Disability, the Time Options shall immediately become exercisable as to all shares of Common Stock subject thereto. (e) In the event of a termination of Optionee's employment for Cause, all Options (whether or not exercisable) shall immediately terminate without any payment. (f) In the event of a termination of Optionee's employment without Cause or Optionee's resignation, all unexercisable Options shall terminate without any payment. Section 3.2 - Expiration of Options Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Options may not be exercised to any extent by the Optionee after the first to occur of the following events: (a) The tenth anniversary of the Grant Date; or (b) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability, termination without Cause or resignation for Good Reason; or (c) 90 days after resignation by the Optionee without Good Reason; or (d) The date the Option is terminated pursuant to the Management Stockholder's Agreement; or (e) The date of termination of Optionee's employment by the Company for Cause; or 7 7 (f) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of a merger, consolidation or other transaction or capital change of the Company as provided in the Plan, so long as the Optionee has a reasonable opportunity to exercise prior to such effective date. For purposes of this Agreement, the term "Good Reason" shall mean (i) a reduction in the Optionee's base salary or an amendment to the Company's annual cash bonus plan which would materially impair the ability of the Optionee to receive a bonus (other than the establishment in good faith of the "EBITDA" or other performance targets by the Company's Board of Directors) or (ii) other than as approved by the current chief executive officer of the Company, a substantial reduction in the Optionee's duties and responsibilities or a transfer of the Optionee's primary workplace by more than fifty (50) miles from the current workplace; provided, however, that in the event the Optionee is party to a written employment agreement, the definition of "Good Reason" therein shall supersede the preceding definition. ARTICLE IV EXERCISE OF OPTION Section 4.1 - Person Eligible to Exercise During the lifetime of the Optionee, only he may exercise an Option or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee's will or under the then applicable laws of descent and distribution. Section 4.2 - Partial Exercise Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock only. Section 4.3 - Manner of Exercise An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; 8 8 (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; (d) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel reasonably acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares. Section 4.4 - Conditions to Issuance of Stock Certificates The shares of stock deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of an Option or portion thereof prior to fulfillment of all of the following conditions: (a) The obtaining of approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and 9 9 (b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience. (c) The execution of a Management Stockholder's Agreement by and between the Company and the Executive (unless such an agreement already exists) that covers the shares purchased upon exercise of an Option. Section 4.5 - Rights as Stockholder The holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have been issued by the Company to such holder. ARTICLE V MISCELLANEOUS Section 5.1 - Administration The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement. Section 5.2 - Options Not Transferable Except as provided in the Management Stockholder's Agreement, neither the Options nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers made solely for estate planning purposes or by will or by the applicable laws of descent and distribution. 10 10 Section 5.3 - Shares to Be Reserved The Company shall at all times during the term of the Options reserve and keep available such number of shares of stock as will be sufficient to satisfy the requirements of this Agreement. Section 5.4 - Notices Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at the address given beneath his signature hereto. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee's personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. Section 5.5 - Titles Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. Section 5.6 - Applicability of Plan and Management Stockholder's Agreement The Options and the shares of Common Stock issued to the Optionee upon exercise of the Options shall be subject to all of the terms and provisions of the Plan and the Management Stockholder's Agreement, to the extent applicable to the Options and such shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement or the Plan and the Management Stockholder's Agreement, the terms of the Management Stockholder's Agreement shall control. Section 5.7 - Amendment This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement. Section 5.8 - Governing Law The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. 11 11 Section 5.9 - Jurisdiction Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of New York, and the Optionee hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of New York, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding. 12 12 IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto. REGAL CINEMAS, INC. By ----------------------------- Name: Title: Aggregate number of shares of Common Stock for which the Time Option granted hereunder is exercisable: Aggregate number of shares of - ------------------------- Common Stock for which the Performance Option granted - ------------------------- hereunder is exercisable: Optionee - ------------------------- - ------------------------- Address Optionee's Taxpayer Identification Number: - ------------------------- EX-4.9 5 FORM OF SALE PARTICIPATION AGREEMENT 1 EXHIBIT 4.9 FORM OF SALE PARTICIPATION AGREEMENT , 199 --------- --- - To: The Person whose name is set forth on the signature page hereof Dear Sir or Madam: You have entered into a Management Stockholder's Agreement, dated as of _________ __, 199_ (the "Stockholder's Agreement"), with Regal Cinemas, Inc., a Tennessee corporation (the "Company"), relating to your purchase and ownership of shares of the common stock, no par value, of the Company (the "Common Stock"). The undersigned Controlling Shareholders (as defined in the Stockholder's Agreement) also own shares of Common Stock and hereby agree with you as follows, effective upon the Base Date (as defined in the Stockholder's Agreement): 1. In the event that at any time any of the Controlling Shareholders (each a "Selling Partnership" and, collectively, together with their respective affiliates to the extent set forth in numbered paragraph 11 hereto, the "Selling Partnerships") proposes to sell for cash or any other consideration any shares of Common Stock of the Company owned by it in any transaction other than a Public Offering (as defined in the Stockholder's Agreement) or a sale to another Selling Partnership, an affiliate of a Selling Partnership or DLJ Merchant Banking Partners, II, L.P. or any affiliate thereof, the Selling Partnership will notify you or your Management Stockholder's Estate or Management Stockholder's Trust (as such terms are defined in Section 2 of the Stockholder's Agreement; and collectively with you, the "Management Stockholder Entities"), as the case may be, in writing (a "Notice") of such proposed sale (a "Proposed Sale") and the material terms of the Proposed Sale as of the date of the Notice (the "Material Terms") promptly, and in any event not more than 10 days after the execution of the definitive agreement relating to the Proposed Sale, if any (the "Sale Agreement"). If within 10 days of the Management Stockholder Entities' receipt of such Notice the Selling Partnership receives from a Management Stockholder Entity a written request (a "Management Stockholder Request") to include Common Stock held by a Management Stockholder Entity in the Proposed Sale (which Management Stockholder Request shall be irrevocable unless (a) there shall be a material adverse change in the Material Terms or (b) otherwise mutually agreed to in writing by the Management Stockholder Entity and the Selling Partnership), the Common Stock held by you will be so 2 2 included as provided herein; provided that only one Management Stockholder Request, which shall be executed by such Management Stockholder Entity, may be delivered with respect to any Proposed Sale for all Common Stock held by a Management Stockholder Entity. Promptly after the consummation of the transactions contemplated thereby, the Selling Partnership will furnish the Management Stockholder Entities with a copy of the Sale Agreement, if any. 2. The number of shares of Common Stock which the Management Stockholder Entities will be permitted to include in a Proposed Sale pursuant to a Management Stockholder Request will be the lesser of (a) the sum of the number of shares of Common Stock then owned by the Management Stockholder Entities plus all shares of Common Stock which you are then entitled to acquire under an unexercised option to purchase shares of Common Stock, to the extent such option is then exercisable or would become exercisable as a result of the consummation of the Proposed Sale and (b) the sum of the shares of Common Stock then owned by the Management Stockholder Entities plus all shares of Common Stock which you are entitled to acquire under an unexercised option to purchase shares of Common Stock, whether or not fully exercisable, multiplied by a percentage calculated by dividing the aggregate number of shares of Common Stock which a Selling Partnership or the Selling Partnerships propose to sell in the Proposed Sale (after giving effect to the applicable provisions of any written agreement between the Selling Partnerships and any holder of shares of Common Stock that gives the right to such holder to participate in a sale of Common Stock by the Selling Partnerships) by the total number of shares of Common Stock owned by the Selling Partnerships. If one or more holders of shares of Common Stock who have been granted the same rights granted to the Management Stockholder Entities hereunder elect not to include the maximum number of shares of Common Stock which such holders would have been permitted to include in a Proposed Sale (the "Eligible Shares"), then the Selling Partnerships, or such remaining holders of shares of Common Stock, or any of them, may sell in the Proposed Sale a number of additional shares of Common Stock owned by any of them equal to their pro rata portion of the number of Eligible Shares not included in the Proposed Sale, based on the relative number of shares of Common Stock then held by each such holder, and such additional shares of Common Stock which any such holder or holders propose to sell shall not be included in any calculation made pursuant to this Paragraph 2 for the purpose of determining the number of shares of Common Stock which the Management Stockholder Entities will be permitted to include in a Proposed Sale. The Selling Partnerships, or any of them, may sell in the Proposed Sale additional shares of Common Stock owned by them equal to any remaining Eligible Shares which will not be included in the Proposed Sale pursuant to the foregoing. 3. If the Selling Partnerships receive an offer from a person to purchase in a Proposed Sale (a) at least a majority of the shares of Common Stock then outstanding or (b) all or substantially all of the shares of Common Stock owned collectively by the Selling Partnerships, and such offer is accepted by the Selling Partnerships, then each Management Stockholder Entity hereby agrees that, if requested by the Selling Partnerships ("Selling Partnership Request"), each Management Stockholder Entity will sell in such Proposed Sale on the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid and given to the Selling Partnerships, the number of shares of 3 3 Common Stock equal to the number of shares of Common Stock owned by the Management Stockholder Entities (plus all shares of Common Stock which you are then entitled to acquire under an unexercised option to purchase shares of Common Stock, to the extent such option is then exercisable or would become exercisable as a result of the consummation of the Proposed Sale) multiplied by (x) in the case of a Proposed Sale described in clause (a) above, the percentage of the then outstanding shares of Common Stock to which the Proposed Sale is applicable or (y) in the case of a Proposed Sale described in clause (b) above, the percentage of the shares of Common Stock owned by the Selling Partnerships to which the Proposed Sale is applicable. 4. (a) Except as may otherwise be provided herein, shares of Common Stock subject to a Management Stockholder Request or a Selling Partnership Request will be included in a Proposed Sale pursuant hereto and in any agreements with purchasers relating thereto on the same terms and subject to the same conditions applicable to the shares of Common Stock which the Selling Partnership proposes to sell in the Proposed Sale. Such terms and conditions shall include, without limitation: the sales price; the payment of fees, commissions, adjustment to purchase price and expenses; and the provision of, and representation and warranty as to, information requested by the Selling Partnership; and the provision of requisite indemnifications; provided that any fees, commissions, adjustments to purchase price, expenses or indemnification provided by the Management Stockholder Entities shall be on a pro rata basis. (b) In the event of a transaction (such as a merger or consolidation) involving the Company which results in a Change of Control (as defined in Section 15 of the Stockholder's Agreement) but is not a Proposed Sale (a "Proposed Transaction"), you agree on behalf of the Management Stockholder Entities, to bear your pro rata share of any fees, commissions, adjustments to purchase price, expenses or indemnities borne by the Selling Partnership. (c) Your pro rata share of any amount pursuant to Paragraphs 4(a) or (b) shall be based upon the number of shares of Common Stock owned by the Management Stockholder Entities plus the number of shares of Common Stock you would have the right to acquire under unexercised options which are then vested or would become vested as a result of the Proposed Sale or Proposed Transaction. (d) The Selling Partnerships shall be entitled to estimate the amount of fees, commissions, adjustments to purchase price, expenses or indemnities in connection with any Proposed Sale or Proposed Transaction and to withhold such amounts from payments to be made to the Management Stockholder Entities at the time of closing of such Proposed Sale or Proposed Transaction; provided that (i) such estimate shall not preclude the Selling Partnerships from recovering additional amounts from the Management Stockholder Entities in respect of such fees, commissions, adjustments to purchase price, expenses or indemnities and (ii) the Selling Partnerships shall reimburse the Management Stockholder Entities to the extent actual amounts are ultimately less than the estimated amounts. 4 4 5. Upon delivering a Management Stockholder Request or receiving a Selling Partnership Request, the Management Stockholder Entities will, if requested by a Selling Partnership, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Selling Partnership with respect to the shares of Common Stock which are to be sold by the Management Stockholder Entities pursuant hereto (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder Entities will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Common Stock (duly endorsed in blank by the registered owner or owners thereof) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder Entities' agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney ont he Management Stockholder Entities' behalf with respect to the matters specified therein. 6. The Management Stockholder Entities' right pursuant hereto to participate in a Proposed Sale shall be contingent on the Management Stockholder Entities' strict compliance with each of the applicable provisions hereof and the Management Stockholder Entities' willingness to executed such documents in connection therewith as may be reasonably requested by a Selling Partnership. The Controlling Shareholders right pursuant hereto to require the participation of the Management Stockholder Entities in a Proposed Sale shall be contingent on the Controlling Shareholders' strict compliance with each of the applicable provisions hereof 7. The obligations of the Selling Partnerships hereunder shall extend only to the Management Stockholder Entities and no other of the Management Stockholder Entities' successors or assigns shall have any rights pursuant hereto. 8. This Agreement shall terminate and be of no further force and effect on the fifth anniversary of the first occurrence of a Public Offering (as defined in the Stockholder's Agreement). 9. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered to the party to whom it is directed: (a) If to the Selling Partnerships, to them at the following addresses: Kohlberg Kravis Roberts & Co. 9 West 57th Street New York, New York 10019 Attn: Clifton S. Robbins -and- 5 5 Hicks, Muse, Tate & Furst Incorporated 200 Crescent Court Suite 1600 Dallas, Texas 75201 Attn: Lawrence D. Stuart, Jr. with copies to: Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Attn: Charles I. Cogut, Esq. -and- Weil, Gotshal & Manges LLP 100 Crescent Court Suite 1300 Dallas, Texas 75201 Attn: Jeremy W. Dickens, Esq. (b) If to you, to you at your address set forth in the Stockholder's Agreement; (c) If to your Management Stockholder's Estate or Management Stockholder's Trust, at the address provided to the Selling Partnerships by such entity; or at such other address as any of the above shall have specified by notice in writing delivered to the others by certified mail. 10. The laws of the state of New York shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under principles of conflicts of law. l Any suit, actio or proceeding against you with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction int he State of New York, as the Selling Partnerships may elect in their sole discretion, and you hereby submit to the non exclusive jurisdiction of such courts for the propose of any such suit, action, proceeding or judgment. You hereby irrevocably waive any objections which you may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of New York, and hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient for us. No suit, action or proceeding against the Selling Partnerships with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic authority other than in a court of competent jurisdiction in the State of New York, and you hereby irrevocably waive any right 6 6 which you may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Selling Partnerships hereby submit to the jurisdiction of such courts for the purpose of any such suit, action or proceeding. 11. If a Selling Partnership transfers its interest in the Company to an affiliate of such Selling Partnership, such affiliate shall succeed to all of such Selling Partnership's rights and obligations hereunder. It is the understanding of the undersigned that you are aware that no Proposed Sale or Proposed Transaction presently is contemplated and that such a transaction may never occur. 7 7 If the foregoing accurately sets forth our agreement, please acknowledge your acceptance thereof in the space provided below for that purpose. Very truly yours, KKR 1996 FUND L.P. By: KKR Associates 1996 L.P., its general partner By: KKR 1996 GP LLC, its general partner By: --------------------------- Authorized Signatory KKR PARTNERS II, L.P. By: KKR Associates, L.P. its general partner By: --------------------------- Authorized Signatory REGAL EQUITY PARTNERS, L.P. By: TOH/RANGER, LLC, its general partner By: --------------------------- Authorized Signatory Accepted and Agreed to: -------------------------- (Print Your Name) -------------------------- (Signature) EX-4.10 6 FORM OF REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT 4.10 FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of _________ ___, 199_ (this "Agreement"), by and among Regal Cinemas, Inc. (the "Company"), KKR 1996 Fund L.P. (the "KKR Fund"), KKR Partners II, L.P. ("KKR Partners II" and, together with the KKR Fund, the "KKR Partnerships") and Regal Equity Partners, L.P. (the "HMTF Partnership" and, together with the KKR Partnerships, the "Common Stock Partnerships"). RECITALS WHEREAS, pursuant to, and subject to the terms and conditions set forth in, an Agreement and Plan of Merger dated as of January 19, 1998, as amended by the Amendment Agreement dated as of May 8, 1998 (as so amended, the "Merger Agreement") among Screen Acquisition Corp. ("Holdco I"), Monarch Acquisition Corp. ("Holdco II" and, together with Holdco I, the "Holdcos"), and the Company, (i) the Holdcos will merge with and into the Company (the "Merger"), (ii) each outstanding share of common stock, no par value ("Company Common Stock"), of the Company outstanding immediately prior to the Merger (other than shares of Company Common Stock owned by the Company, any of its subsidiaries or the Holdcos) will be converted into the right to receive $31.00 per share in cash, (iii) each outstanding share of common stock, par value $.01 per share, of Holdco I will be converted into one share of Company Common Stock and ___ shares of Series A Convertible Preferred Stock, $.01 par value ("Company Convertible Preferred Stock"), of Regal and (iv) each outstanding share of common stock, par value $.01 per share, of Holdco II will be converted into one share of Company Common Stock and ___ shares of Company Convertible Preferred Stock; WHEREAS, Holdco I and Holdco II are subsidiaries of the KKR Fund and the HMTF Partnership, respectively; and WHEREAS, after the consummation of the Merger and the conversion of the Convertible Preferred Stock, the Common Stock Partnerships will own approximately 93.2% of the Company Common Stock; NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and agreements contained in this Agreement, the parties agree as follows: 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following respective meanings: "Closing Date": Has the meaning assigned to such term in the Merger Agreement. 2 "Common or Common Equivalent Registrable Securities": Registrable Securities which are (i) Common Stock or (ii) Convertible Securities. "Convertible Securities": securities that are convertible into or exchangeable or exercisable for Common Stock, including the Company Convertible Preferred Stock. "Demand Party": (a) Each Common Stock Partnership or (b) any other Holder or Holders, including, without limitation, any present or future general or limited partner of any Common Stock Partnership, or (c) any general or limited partner or member of any general or limited partner thereof, that may become an assignee of such Common Stock Partnership's rights hereunder; provided that to be a Demand Party under this clause (c), a Holder or Holders must either individually or in aggregate with all other Holders with whom it is acting together to demand registration beneficially own (within the meaning of such term under Rule 13d-3 under the Exchange Act) at least 1% of the total number of Registrable Securities. "Early Demand Event": The occurrence of the seventh anniversary of the Closing Date or, if the provisions of Section ____ of the Stockholders' Agreement dated as of ________ __, 1998 among the Company and the Common Stock Partnerships permit a KKR Demand Party or an HMTF Demand Party, as the case may be, to cause a registration of Registrable Securities after the occurrence of the fifth anniversary of the Closing Date, then the occurrence of the fifth anniversary of the Closing Date; provided that an Early Demand Event shall not occur if a QPO shall have been effected prior to the applicable anniversary of the Closing Date set forth above. "Exchange Act": The Securities Exchange Act of 1934, as amended, or any successor federal statute then in effect, and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if any, of any such successor federal statute. "HMTF Demand Party": HMTF Partnership and any other Holder that is affiliated with HMTF Partnership, provided that such other Holder is a Demand Party. "Holder": Each Common Stock Partnership and any other holder of Registrable Securities (including any direct or indirect transferees of the Common Stock Partnership) who agrees in writing to be bound by the provisions of this Agreement. "KKR Demand Party": The KKR Partnerships and any other Holder that is affiliated with the KKR Partnerships, provided that such other Holder is a Demand Party. "Other Registration Rights Agreement": Any written agreement (other than this Agreement) to which the Company and any holder of shares of Common Stock are parties that provides for the registration of shares of Common Stock of such holder by the Company. -2- 3 "Person": Any individual, partnership, joint venture, corporation, trust, unincorporated organization or government or any department or agency thereof. "QPO": An underwritten public offering of Common Stock after which (i) Persons who are not affiliates of the Company shall beneficially own (as defined in Rule 13d-3 under the Exchange Act) at least 25% of the then outstanding shares of Common Stock and (ii) at least 20% of the then outstanding shares of Common Stock shall have been sold by the Company for cash after the Closing Date in one or more public offerings pursuant to effective registration statements under the Securities Act. "Registrable Securities": Any Common Stock or Convertible Security acquired by a Common Stock Partnership from the Company or any affiliate of the Company, whether by purchase or otherwise (including without limitation, in the case of a Convertible Security, any Common Stock acquired or to be acquired upon the conversion of such Convertible Security) and any Common Stock, Convertible Security or other security which may be issued or distributed in respect thereof by way of stock dividend or stock split or other distribution, recapitalization or reclassification. As to any particular Registrable Securities, once issued, such Registrable Securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale by the Holder of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of such securities shall not require registration or qualification of such securities under the Securities Act or any state securities or blue sky law then in force, or (iv) such securities shall have ceased to be outstanding. "Registration Expenses": Any and all expenses incident to performance of or compliance with this Agreement, including, without limitation, (i) all SEC and stock exchange or National Association of Securities Dealers, Inc. (the "NASD") registration and filing fees (including, if applicable, the fees and expenses of any "qualified independent underwriter," as such term is defined in Rule 2720 of the NASD, and of its counsel), (ii) all fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange pursuant to clause (viii) of Section 4 and all rating agency fees, (v) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or "cold comfort" letters required by or incident to such performance and compliance, (vi) the reasonable fees and disbursements of counsel selected pursuant to Section 7 hereof by the Holders of the Registrable Securities being registered to represent such Holders in connection with each such registration, (vii) any fees and disbursements of underwriters customarily paid by the -3- 4 issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any, and (viii) other reasonable out-of-pocket expenses of Holders (provided that such expenses shall not include expenses of counsel other than those provided for in clause (vi) above). "Securities Act": The Securities Act of 1933, as amended, or any similar federal statute then in effect, and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if any, of any such similar federal statute. "SEC": The Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act. 2. Incidental Registrations. (a) Right to Include Registrable Securities. If the Company at any time after the date hereof proposes to register its Common Stock (or any Convertible Security) under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders' rights under this Section 2. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Common or Common Equivalent Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company, if any, on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. Nothing in this Section 2(a) shall operate to -4- 5 limit the right of a Holder to (i) request the registration of Common Stock issuable upon conversion, exercise or exchange of Convertible Securities held by such Holder notwithstanding the fact that at the time of request such Holder holds only Convertible Securities or (ii) request the registration at one time of both Common Stock and Convertible Securities. (b) Expenses. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2. (c) Priority in Incidental Registrations. If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities, if any, the Company proposes to sell, after giving effect to the priority, pro ration or cutback provisions contained in any Other Registration Rights Agreement; provided that the registration of shares of Common Stock contemplated by this Section 2 was initiated by the Company with respect to shares intended to registered for sale for its own account, (ii) second, the number of securities held by a party to an Other Registration Rights Agreement that the Company is required (after giving effect to the priority, pro ration or cutback provisions contained in any Other Registration Rights Agreement and any withdrawal from the proposed registration of shares of Common Stock by a holder of shares of Common Stock that is a party to such Other Registration Rights Agreement) to include in such registration pursuant to an Other Registration Rights Agreement and (iii) third, to the extent of the number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder (except to the extent that two or more requesting Holders shall have agreed to a different allocation among such requesting Holders); provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner. In the event that the number of Registrable Securities requested to be included in such registration and securities which the Company is so required to include in such registration in accordance with any Other Registration Rights Agreement is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration the securities it proposes to sell up to the number of securities that, in the opinion of the underwriter, can be sold. 3. Registration on Request. (a) Request by Demand Party. At any time, upon the written request of a Demand Party requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party's Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders -5- 6 of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) such Registrable Securities (including, if such request relates to a Convertible Security, the shares of Common Stock issuable upon conversion, exercise or exchange thereof) which the Company has been so requested to register by such Demand Party; and (ii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities); all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, with respect to any Demand Party other than any Common Stock Partnership, the Company shall not be obligated to effect any registration of Registrable Securities under this Section 3(a) unless such Demand Party requests that the Company register at least 1% of the total number of Registrable Securities; and provided, further, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a): (x) within a period of 180 days (or such lesser period as the managing underwriters in an underwritten offering may permit) after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2 (unless Holders of a majority of the shares of Registrable Securities held by all Holders consent in writing to the filing of such registration statement); (y) if with respect thereto the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such audit (and the Company shall, upon request of the requesting Demand Holder, use its best efforts to cause such audit to be completed expeditiously and without unreasonable delay); or (z) if the Company is in possession of material non-public information and the Board of Directors of the Company determines in good faith that disclosure of such information would not be in the best interests of the Company and its stockholders, in which case the filing of the registration statement may be delayed until the earlier of the second business day after such conditions shall have ceased to exist and the 45th day after receipt by the Company of the written request from a Demand Holder to register Registrable Securities under this Section 3(a). -6- 7 Nothing in this Section 3 shall operate to limit the right of a Holder to (i) request the registration of Registrable Securities issuable upon conversion, exercise or exchange of Convertible Securities held by such Holder notwithstanding the fact that at the time of request such Holder holds only Convertible Securities or (ii) request the registration at one time of both Common Stock or other securities then issuable upon conversion, exercise or exchange of Convertible Securities and Convertible Securities. (b) Registration Statement Form. If any registration requested pursuant to this Section 3 which is proposed by the Company to be effected by the filing of a registration statement on Form S-3 (or any successor or similar short-form registration statement) shall be in connection with an underwritten public offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, the use of another form of registration statement is of material importance to the success of such proposed offering, then such registration shall be effected on such other form. (c) Expenses. The Company will pay all Registration Expenses (i) in connection with the first three registrations of Registrable Securities pursuant to this Section 3 upon the written request of any KKR Demand Party and (ii) in connection with the first three registrations of Registrable Securities pursuant to this Section 3 upon the written request of any HMTF Demand Party (in the case of clause (i) or (ii) above, a "Paid Demand"); provided that the Company will pay all Registration Expenses in connection with one additional registration of Registrable Securities pursuant to this Section 3 by either a KKR Demand Party or an HMTF Demand Party to the extent that an Early Demand Event has occurred; and provided, further, that, for purposes hereof, a request to register Common Stock into or for which a Convertible Security is convertible, exercisable or exchangeable in conjunction with a registration of such Convertible Security shall be deemed to be one request for registration of a class or series of Registrable Securities; provided, further, that a Demand Party will not be deemed to have used a Paid Demand if (x) such Demand Party shall have withdrawn its request for registration under this Section 3 before the registration statement filed pursuant to this Section 3 shall have become effective and (y) such Demand Party shall have paid all Registration Expenses incurred before such withdrawal in connection with such request. All expenses for any subsequent registrations of Registrable Securities pursuant to this Section 3 shall be paid pro rata by the Company and all other Persons (including the Holders) participating in such registration on the basis of the relative number of shares of Common Stock of each such Person whose Registrable Securities are included in such registration. (d) Effective Registration Statement. A registration requested pursuant to this Section 3 will not be deemed to have been effected unless it has become effective and all of the Registrable Securities registered thereunder have been sold; provided that, if, within 180 days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, then such registration will be deemed not to have been effected. (e) Selection of Underwriters. If a requested registration pursuant to this Section 3 involves an underwritten offering, the Holders of a majority of the shares of Registrable Securities which are held by Holders and which the Company has been requested to register shall have the right to select the investment banker or bankers and managers to administer the offering; provided, however, that such investment banker or bankers and managers shall be reasonably satisfactory to the Company. -7- 8 (f) Priority in Requested Registrations. If a requested registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities requested to be included in such registration and any securities which the Company is required to include in such registration in accordance with any Other Registration Rights Agreement. In the event that the number of Registrable Securities requested to be included in such registration and securities which the Company is required to include in such registration in accordance with any Other Registration Rights Agreement exceeds the number which, in the opinion of such managing underwriter, can be sold, then the Company will include in such registration (i) first, the number of shares of Common Stock held by a party to an Other Registration Rights Agreement that the Company is required (after giving effect to the priority, pro ration or cutback provisions contained in any Other Registration Rights Agreement and any withdrawal from the proposed registration of shares of Common Stock by a holder of shares of Common Stock that is a party to such Other Registration Rights Agreement) to include in such registration pursuant to an Other Registration Rights Agreement and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (except to the extent that two or more requesting Holders shall have agreed to a different allocation among such requesting Holders); provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner. In the event that the number of Registrable Securities requested to be included in such registration and securities which the Company is required to include in such registration in accordance with any Other Registration Rights Agreement is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration the securities it proposes to sell up to the number of securities that, in the opinion of the underwriter, can be sold. (g) Additional Rights. If the Company at any time grants to any other holders of Common Stock any rights to request the Company to effect the registration under the Securities Act of any such shares of Common Stock on terms more favorable to such holders than the terms set forth in this Section 3, the terms of this Section 3 shall be deemed amended or supplemented to the extent necessary to provide the Holders such more favorable rights and benefits; provided that the Holders agree that this Section 3(g) shall not be applicable to any Other Registration Rights Agreement to which the Common Stock Partnerships are parties. 4. Registration Procedures. If and whenever the Company is required to use its best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company will, as expeditiously as possible: (i) prepare and, in any event within 120 days after the end of the period within which a request for registration may be given to the Company, file with the -8- 9 SEC a registration statement on an appropriate form with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective; provided, however, that the Company may discontinue any registration of its securities which is being effected pursuant to Section 2 at any time prior to the effective date of the registration statement relating thereto (and, in such event, the Company shall pay the Registration Expenses incurred in connection therewith); provided, further, that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish to counsel selected pursuant to Section 7 hereof by the Holders of the Registrable Securities covered by such registration statement to represent such Holders, copies of all documents proposed to be filed, which documents will be subject to the review and approval (which approval will not be unreasonably withheld or delayed) of such counsel; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 270 days and to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish to counsel selected pursuant to Section 7 hereof by the Holders of the Registrable Securities covered by such registration statement to represent such Holders, copies of all documents proposed to be filed, which documents will be subject to the review and approval (which approval will not be unreasonably withheld or delayed) of such counsel; (iii) furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller; (iv) use its best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (iv), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (v) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (vi) notify each seller of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be -9- 10 delivered under the Securities Act within the appropriate period mentioned in clause (ii) of this Section 4, of the Company's becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; (viii) (A) if such Registrable Securities are Common Stock (including Common Stock issuable upon conversion, exercise or exchange of a Convertible Security), use its best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; (B) if such Registrable Securities are Convertible Securities, upon the reasonable request of sellers of a majority of shares of such Registrable Securities, use its best efforts to list the Convertible Securities and, if requested, the Common Stock underlying the Convertible Securities, notwithstanding that at the time of request such sellers hold only Convertible Securities, on any securities exchange so requested, if such Registrable Securities are not already so listed, and if such listing is then permitted under the rules of such exchange; and (C) and use its best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement; (ix) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters, the Holders and other persons in addition to, or in substitution for the provisions of Section 5 hereof, and take such other actions as sellers of a majority of shares of such Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (x) obtain a "cold comfort" letter or letters from the Company's independent public accounts in customary form and covering matters of the type customarily covered by "cold comfort" letters as the seller or sellers of a majority of shares of such Registrable Securities shall reasonably request; -10- 11 (xi) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; (xii) notify counsel (selected pursuant to Section 7 hereof) for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes; (xiii) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment; (xiv) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post- effective amendment; (xv) cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the -11- 12 timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request; (xvi) obtain for delivery to the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or agents and their counsel; and (xvii) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in clause (vi) of this Section 4, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by clause (vi) of this Section 4, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in clause (ii) of this Section 4 shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to clause (vi) of this Section 4 and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by clause (vi) of this Section 4. 5. Indemnification. (a) Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act pursuant to Section 2 or 3, the Company will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, the seller of any Registrable Securities covered by such registration statement, each affiliate of such seller and their respective directors and officers or general and limited partners (including any director, officer, affiliate, employee, agent and controlling Person of any of the foregoing), each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act (collectively, the "Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, and -12- 13 expenses (including reasonable attorney's fees and reasonable expenses of investigation) to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by it in connection with investigating or defending against any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any Indemnified Party and shall survive the transfer of such securities by such seller. (b) Indemnification by the Seller. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 4 herein, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities or any underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in this Section 5) the Company and all other prospective sellers with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller or underwriter specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the prospective sellers, or any of their respective affiliates, directors, officers or controlling Persons and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to -13- 14 which a claim for indemnification may be made pursuant to this Section 5, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in such Indemnified Party's reasonable judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. (d) Contribution. If the indemnification provided for in this Section 5 from the indemnifying party is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or Indemnified Parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 5(d) as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) Other Indemnification. Indemnification similar to that specified in this Section 5 (with appropriate modifications) shall be given by the Company and each seller of -14- 15 Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act. (f) Non-Exclusivity. The obligations of the parties under this Section 5 shall be in addition to any liability which any party may otherwise have to any other party. 6. Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available such information), and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding anything contained in this Section 6, the Company may deregister under Section 12 of the Exchange Act if it then is permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder. 7. Selection of Counsel. In connection with any registration of Registrable securities pursuant to Sections 2 and 3 hereof, the Holders of a majority of the Registrable Securities covered by any such registration may select one counsel to represent all Holders of Registrable Securities covered by such registration; provided, however, that in the event that the counsel selected as provided above is also acting as counsel to the Company in connection with such registration, the remaining Holders shall be entitled to select one additional counsel to represent all such remaining Holders. 8. Miscellaneous. (a) Supplemental Agreements and Other Registration Rights Agreements. (i) The Company may enter into agreements with other purchasers of Common Stock who are then employees of the Company (or its successor) or any of its subsidiaries, making them parties hereto (and thereby giving them all, or a portion, of the rights, preferences and privileges of an original party hereto) with respect to additional shares of Common Stock (the "Supplemental Agreements"); provided, however, that pursuant to any such Supplemental Agreement, such purchaser expressly agrees to be bound by all of the terms, conditions and obligations of this Agreement as if such purchaser were an original party hereto (but subject to any limitations as may be imposed by the Company). All shares of Common Stock issued or issuable pursuant to such Supplemental Agreements shall be deemed to be Registrable Securities. (ii) The Company may enter into Other Registration Rights Agreements from time to time; provided, however, that the Company shall not enter into any such Other Registration Rights Agreements unless the Common Stock Partnerships are parties thereto. -15- 16 (b) Holdback Agreement. If any such registration shall be in connection with an underwritten public offering, each Holder of Registrable Securities agrees, subject to such customary exceptions as the managing underwriters shall permit, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any equity securities of the Company, or of any Convertible Security or security convertible into or exchangeable or exercisable for any equity securities of the Company (in each case, other than as part of such underwritten public offering), within 7 days before or such period not to exceed 180 days as the underwriting agreement may require (or such lesser period as the managing underwriters may permit) after the effective date of such registration (except as part of such registration), and the Company hereby also so agrees and agrees to cause each other holder of any equity security, or of any Convertible Security or security convertible into or exchangeable or exercisable for any equity securities, of the Company purchased from the Company (at any time other than in a public offering) to so agree. (c) Amendments and Waivers. This Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Holders of a majority of the Registrable Securities then outstanding; provided, however, that no amendment, waiver or consent to the departure from the terms and provisions of this Agreement that is adverse to the Common Stock Partnerships or any of their successors and assigns shall be effective as against any such Person for so long as such Person holds any Registrable Securities unless consented to in writing by such Person. Each Holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this Section 8(c), whether or not such Registrable Securities shall have been marked to indicate such consent. (d) Successors, Assigns and Transferees. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the parties hereto other than the Company shall also be for the benefit of and enforceable by any subsequent Holder of any Registrable Securities, subject to the provisions contained herein. Without limitation to the foregoing, in the event that any Common Stock Partnership distributes or otherwise transfers any shares of the Registrable Securities to any of its present or future general or limited partners, the Company hereby acknowledges that the registration rights granted pursuant to this Agreement shall be transferred to such partner or partners on a pro rata basis, and that at or after the time of any such distribution or transfer, any such partner or group of partners may designate a Person to act on its behalf in delivering any notices or making any requests hereunder. (e) Business Combinations. Without the prior written consent of the Common Stock Partnerships or their respective successors or assigns, the Company shall not consolidate with or enter into any merger, consolidation or other business combination transaction (for the purposes of this Section 8(e), a "business combination") with another Person (whether or not the Company is the surviving entity) or transfer (by lease, assignment, sale or otherwise) (for the purposes of this Section 8(e), a "transfer") all or substantially all of its assets or earning power, in a single transaction or through a series of related transactions, -16- 17 to another Person or group of affiliated Persons or permit any of its subsidiaries to enter into any such transaction or transactions, where the business combination or transfer involves the payment by any Person of any securities to, or the exchange by any Person of any securities with, the Company or any of the holders of Common Stock of the Company, unless (x) such securities, if any, to be received by the Common Stock Partnerships have been registered under the Securities Act in a manner which would permit the sale to the public of such securities under the Securities Act or (y) the issuer of such securities agrees to be bound by the terms of this registration rights agreement with the Common Stock Partnerships relating to such securities or otherwise agrees to enter into a new registration rights agreement which shall contain terms substantially similar to this Agreement (with appropriate modifications) and shall otherwise be in a form satisfactory to the Common Stock Partnerships. Notwithstanding the foregoing, the provisions of this Section 8(e) shall not apply if at the time of any business combination or transfer the Common Stock Partnerships own in the aggregate less than 5% of the outstanding Common Stock, calculated on a fully diluted basis. (f) Notices. All notices and other communications provided for hereunder shall be in writing and shall be sent by first class mail, telex, telecopier or hand delivery: (i) if to a KKR Partnership: c/o Kohlberg Kravis Roberts & Co. 9 West 57th Street, Suite 4200 New York, NY 10019 Attention: Clifton S. Robbins Telecopy: (212) 750-0003 with a copy to: Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017 Attention: Charles I. Cogut, Esq. Telecopy: (212) 455-2502 (ii) if to the HMTF Partnership: c/o Hicks, Muse, Tate & Furst Incorporated 200 Crescent Court Suite 1600 Dallas, Texas 75201 Attention: Lawrence D. Stuart, Jr. Telecopy: (214) 740-7313 -17- 18 with a copy to: Weil, Gotshal & Manges LLP 100 Crescent Court Suite 1300 Dallas, Texas 75201 Attention: Jeremy W. Dickens, Esq. Telecopy: (214) 746-7777 (iii) if to the Company: Regal Cinemas, Inc. 7132 Commercial Park Drive Knoxville, Tennessee 37918 Attention: Michael Campbell Telecopy: (423) 922-3188 with copies to: Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017 Attention: Charles I. Cogut, Esq. Telecopy: (212) 455-2502 -and- Weil, Gotshal & Manges LLP 100 Crescent Court Suite 1300 Dallas, Texas 75201 Attention: Jeremy W. Dickens, Esq. Telecopy: (214) 746-7777 (iv) if to any other holder of Registrable Securities, to the address of such other holder as shown in the stock record book of the Company, or to such other address as any of the above shall have designated in writing to all of the other above. All such notices and communications shall be deemed to have been given or made (1) when delivered by hand, (2) five business days after being deposited in the mail, postage prepaid, (3) when telexed answer-back received or (4) when telecopied, receipt acknowledged. (g) Descriptive Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. -18- 19 (h) Severability. In the event that any one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. (i) Counterparts. This Agreement may be executed in counterparts, and by different parties on separate counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. (j) Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed therein. The parties to this Agreement hereby agree to submit to the jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof in any action or proceeding arising out of or relating to this Agreement. (k) Specific Performance. The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that they shall be entitled to an injunction or injunctions to prevent breaches of the provision of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States or any state thereof, in addition to any other remedy to which they may be entitled at law or in equity. -19- 20 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be duly executed on its behalf as of the date first written above. REGAL CINEMAS, INC. By: ----------------------------- Title: KKR 1996 FUND L.P. By: KKR Associates 1996 L.P., its general partner By: KKR 1996 GP LLC, its general partner By: --------------------- Authorized Signatory KKR PARTNERS II, L.P. By: KKR Associates, L.P., its general partner By: --------------------- Authorized Signatory REGAL EQUITY PARTNERS, L.P. By: TOH/Ranger, LLC, its general partner By: ------------------------- Authorized Signatory -20- EX-5 7 OPINION OF BASS, BERRY & SIMS 1 Exhibit 5 B A S S, B E R R Y & S I M S P L C A PROFESSIONAL LIMITED LIABILITY COMPANY ATTORNEYS AT LAW 2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509 TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509 TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200 TELECOPIER (423) 521-6234 May 18, 1998 Regal Cinemas, Inc. 7132 Commercial Park Drive Knoxville, TN 37918 Re: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have acted as your counsel in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") relating to the Company's Participant Stock Option Plan, Employee Stock Option Plan, 1993 Employee Stock Incentive Plan, and 1998 Stock Purchase and Option Plan for Key Employees (the "Plans") filed by you with the Securities and Exchange Commission covering 30,000,000 shares (the "Shares") of common stock, no par value, issuable pursuant to the Plans. In so acting, we have examined and relied upon such records, documents, and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conforming to original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing, we are of the opinion that the Shares, when issued pursuant to and in accordance with the Plans following consummation of the forthcoming merger between the Company and affiliates of Kohlberg Kravis Roberts & Co. and Hicks, Muse, Tate & Furst Incorporated, and shareholders approval of the 1998 Plan, will be validly issued, fully paid, and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Bass, Berry & Sims PLC EX-23.1 8 CONSENT OF COOPERS & LYBRAND 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Regal Cinemas, Inc. (Regal) on Form S-8 of our report dated February 6, 1998, on our audits of the financial statements of Regal Cinemas, Inc. as of January 2, 1997 and January 1, 1998, and for each of the three years in the period ended January 1, 1998, appearing in the Regal's 1998 Annual Report on Form 10-K, filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. /s/ Coopers & Lybrand L.L.P. Knoxville, Tennessee May 14, 1998 EX-23.2 9 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm in the Registration Statement (Form S-8) pertaining to Regal Cinemas, Inc. Participant Stock Option Plan, Regal Cinemas, Inc. Employee Stock Option Plan, 1993 Employee Stock Incentive Plan and the 1998 Stock Purchase and Option Plan for Key Employees of Regal Cinemas, Inc. and to the incorporation by reference therein of our reports dated July 2, 1997 (with respect to the consolidated financial statements of Cobb Theatres, L.L.C. for the year ended December 31, 1996) and October 23, 1996 (with respect to the consolidated financial statements of Cobb Theatres, L.L.C. for the years ended August 31, 1996 and 1995) included in its Annual Report (Form 10-K) for the fiscal year ended January 1, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Birmingham, Alabama May 14, 1998 -----END PRIVACY-ENHANCED MESSAGE-----