Preview | Non-Qualified Stock Option Agreement |

Exhibit 10.2

NON-QUALIFIED STOCK OPTION AGREEMENT
OF
MARQUEE HOLDINGS INC.

THIS AGREEMENT (the “Agreement”) is entered into and effective as of January 26^th, 2006 (the “Grant Date”) by and between Marquee Holdings Inc., a Delaware corporation (the “Company”) and Travis Reid, a Non-Employee Director and Consultant of the Company (or one of its Plan Subsidiaries), hereinafter referred to as the “Optionee.”

WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its Class N common stock, par value $0.01 per share (the “Class N Common Stock”); and

WHEREAS, the Company wishes to carry out the 2004 Stock Option Plan of Marquee Holdings Inc. (as it may be amended from time to time, the “Plan”), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Board has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Stock Option provided for herein to the Optionee as an inducement to enter into or remain in the service of the Company (or one of its Plan Subsidiaries) and as an incentive for increased efforts during such service, and has advised the Company thereof and instructed the undersigned officers to issue said Option;

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 below unless the context clearly indicates to the contrary. Capitalized terms used in this Agreement and not defined below shall have the meaning given such terms in the Plan. The singular pronoun shall include the plural, where the context so indicates.

Section 1.1 “Cause” shall have the meaning given such term in the service agreement between the Company (or a Plan Subsidiary) and the Optionee, if any, and in the event there is no such agreement in effect shall mean the Optionee’s (i) willful or negligent failure to substantially perform his duties with the Company or any Plan Subsidiary; (ii) willful or negligent failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Company or any Plan Subsidiary; (iii) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (iv) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s or any Plan Subsidiary’s premises or while performing any duties or responsibilities with the Company or any Plan Subsidiary; or (v) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any Plan Subsidiary (or any predecessor thereto or successor thereof).

Section 1.2 “Change of Control” shall have the meaning given such term in the Management Stockholders Agreement.

Section 1.3 “Grant Date” shall have the meaning set forth in the Recitals hereto.