EXHIBIT 10.2
TERMINATION AGREEMENT
This termination agreement (“Termination Agreement”) terminating the Amended and Restated
Agreement to Participate in Profits and Losses by and between Cinemark USA, Inc. (“Cinemark”) and
Alan W. Stock (“Stock”) (each, a “Party” and together, the “Parties”) is dated May 3, 2007.
RECITALS
WHEREAS, Cinemark and Stock entered into that certain Amended and Restated Agreement to
Participate in Profits and Losses (the “Profit Participation Agreement”) dated March 12, 2004,
pursuant to which Stock participates in the profits and losses of the theatres listed on
Exhibit A attached hereto and incorporated herein by reference; and
WHEREAS, under Article 4 of the Profit Participation Agreement Stock provided to Cinemark the
option to purchase (the “Call Option”) Stock’s profit participation interest (“Stock Participation
Interest”) within 30 days of Cinemark filing a registration statement with the Securities and
Exchange Commission (the “SEC”) in a public offering on its own behalf or on behalf of any other
security holder of Cinemark or Cinemark’s affiliates, registering the capital stock of Cinemark
under the Securities Act of 1933, as amended; and
WHEREAS, Cinemark Holdings, Inc. (“Cinemark Holdings”), the ultimate parent company of
Cinemark, filed a registration statement with the SEC registering the capital stock of Cinemark
Holdings, which registration statement became effective April 23, 2007; and
WHEREAS, pursuant to Article 4 and Article 11 of the Profit Participation Agreement, Cinemark
delivered to Stock a written notice of exercise of the Call Option on May 1, 2007; and
WHEREAS, pursuant to Article 4 of the Profit Participation Agreement, the purchase price of
the Stock Participation Interest is determined to be Six Million Eight-Hundred Fifty-Three Thousand
and Sixty and no/100 U.S. Dollars ($6,853,060.00) (the “Purchase Price”); and
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations of the
Parties contained herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Parties hereto agree as follows:
AGREEMENT
1. Cinemark hereby exercises its Call Option to purchase the Stock Participation Interest for the
Purchase Price.
2. Stock hereby waives any prior notice of the exercise of the Call Option.
3. Upon the receipt of the Purchase Price, the Parties agree that the Profit Participation
Agreement is terminated and will have no further force or effect.
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