National CineMedia (NCMI)

TERMINATION

SECTION 4.01. Early Termination of Agreement. At any time after the date of this Agreement, NCM Inc. may terminate its obligations under this Agreement, or NCM LLC may terminate its obligations under this Agreement, or both NCM Inc. and NCM LLC may terminate their obligations under this Agreement, in whole or in part, with the consent of the Audit Committee by paying to the Founding Members or the ESA Parties, or both, as applicable, the Early Termination Payment determined as of the date of the Early Termination Notice. Upon payment of the Early Termination Payment, NCM Inc. or NCM LLC, or both, as applicable, shall have no further payment obligations under this Agreement with respect to the portion of the obligations to which the Early Termination Payment relates (which in the case of a complete termination of this Agreement by both NCM Inc. and NCM LLC, would mean that both NCM Inc. and NCM LLC would have no further obligations under this Agreement).

25

SECTION 4.02. Early Termination Notice. If NCM Inc. or NCM LLC, or both, choose to exercise the right of early termination under Section 4.01 above, NCM Inc. shall deliver to the Founding Members or the ESA Parties, or both, as applicable, advance written notice (the “Early Termination Notice”) specifying the intention to exercise such right. At the time NCM Inc. delivers the Early Termination Notice, NCM Inc. shall also (i) deliver schedules and work papers providing reasonable detail regarding the calculation of the Early Termination Payment in a manner consistent with the guidelines set forth in Section 4.03 of this Agreement (such schedules and work papers comprising the “Early Termination Payment Schedule”) and an Advisory Firm Letter supporting such Early Termination Payment Schedule and (ii) allow the Founding Members or the ESA Parties, or both, as applicable, reasonable access to the appropriate representatives at NCM Inc., NCM LLC, and the Advisory Firm in connection with the review of such Early Termination Payment Schedule. The Early Termination Payment Schedule shall become final and binding on the relevant Parties unless a Founding Member or ESA Party, within 30 calendar days after receiving such Early Termination Schedule, provides NCM Inc. with written notice of a material objection to such Early Termination Schedule made in good faith and specifying the reasons for such material objection. If the relevant Parties, negotiating in good faith, are unable to successfully resolve the issues raised in such Early Termination Schedule within 60 calendar days after such Early Termination Schedule was delivered, the relevant Parties shall employ the Reconciliation Procedures.

SECTION 4.03. Payment Upon Early Termination.

(a) Payment. Within 5 Business Days after the Early Termination Payment Schedule becomes final, NCM Inc. or NCM LLC, or both, as applicable, shall pay to the Founding Members or the ESA Parties, or both, as applicable, an amount equal to the Early Termination Payment multiplied by their respective Adjusted Allocable Shares. Such payment shall be made by wire transfer of immediately available funds to a bank account designated in writing by each relevant Founding Member or ESA Party entitled to receive a payment.

(b) Determination of Early Termination Payment. The payment to be made upon the early termination of this Agreement in accordance with the provisions of this Article IV (the “Early Termination Payment”) will be determined as of the date of delivery of the Early Termination Notice and will be shown on the Early Termination Payment Schedule and shall equal the present value, discounted at the Early Termination Rate, of all Exchange-Related Tax Benefit Payments or ESA-Related Tax Benefit Payments, or both, that would be required to be paid by NCM Inc. or NCM LLC, or both, to the Founding Members or the ESA Parties, or both, as applicable, during the period from the date of the Early Termination Notice through the Scheduled Termination Date using the Valuation Assumptions.

SECTION 4.04. No Other Right of Early Termination. For the avoidance of doubt, a Founding Member or an ESA Party shall not be entitled to cause an early termination of this Agreement.

SECTION 4.05. Term of Agreement. Unless terminated at any earlier time in accordance with the provisions of this Article IV, the term of this Agreement begins as of the date hereof and will continue until 90 days following the expiration of all applicable statutes of limitations (including any waivers or extensions) with respect to any Covered Taxable Years for which Exchange-Related Payments or ESA-Related Payments are made.

26