National CineMedia (NCMI)

Summary of the Performance Plan

The following summary is qualified in its entirety by reference to the Performance Plan, a copy of which is attached to this proxy statement as Appendix B.

Purpose. The purpose of the Performance Plan is to create a financial incentive for our executives to meet or exceed certain key internal financial performance targets (or budgets), including target advertising sales as adjusted, target “EBITDA” as adjusted (Earnings before interest, taxes, minority interest, depreciation and amortization, as adjusted), target “Free Cash Flow” (target EBITDA as adjusted less capital expenditures) and certain other financial measures.

Eligibility. Our executive officers are eligible to receive awards under the Performance Plan. To be eligible for payment of an award, the executive must be employed by us on the date the awards are paid.

Awards. The Performance Plan includes a potential performance bonus award based on a specified percentage of each executive’s annual base salary with the calculation determined at the end of our 2008 fiscal year. In the case of an executive hired during the fiscal year, the amount of any bonus award will be pro rated for the length of time the executive is employed during the fiscal year. The maximum award payable under the Performance Plan to any executive subject to the limitations of Section 162(m) of the Code shall not exceed 200% of each such officer’s base salary in effect on January 2, 2008.

Performance Criteria. The financial performance criteria used in determining potential performance bonus awards varies depending upon an executive’s title, business unit and level of responsibility. The financial performance criteria for a potential performance bonus award is generally based upon our actual target EBITDA as adjusted (as defined) and target Free Cash Flow (as defined) performance compared to our 2008 fiscal year operating budget approved by our board of directors. The performance bonus will be weighted depending on the employee from 80% to 100% of total potential as specific targets vary from 80% to 100% of our budget, with no performance bonus payable should our actual target advertising sales as adjusted be less than 80% for our President of Sales and Chief Marketing Officer or actual target EBITDA as adjusted be less than 90% of budget for all other executives. The specific financial targets for each executive subject to the limitations of Section 162(m) of the Code shall be established in writing by the Compensation Committee within the first 90 days of the 2008 fiscal year, provided that the outcome is substantially uncertain at the time the Compensation Committee actually establishes the goal.

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Under the Performance Plan, the potential performance bonus awards, financial performance criteria and applicable weights for financial performance criteria for our executives for the 2008 fiscal year are as follows:

President and Chief Executive Officer. The potential performance bonus award for our President and Chief Executive Officer is 100% of his base salary, payment calculated at the end of our 2008 fiscal year. The amount of his potential performance bonus award is weighted as follows: 50% tied to meeting our target EBITDA budget and 50% tied to meeting our target Free Cash Flow budget.

Executive Vice President and Chief Financial Officer. The potential performance bonus award for our Executive Vice President and Chief Financial Officer is 75% of his base salary, payment calculated at the end of our 2008 fiscal year. The amount of his potential performance bonus award is weighted as follows: 50% tied to meeting our target EBITDA budget and 50% tied to meeting our target Free Cash Flow budget.

President of Sales and Chief Marketing Officer. The potential performance bonus award for our President of Sales and Chief Marketing Officer is 35% to 100% of his base salary, payment calculated at the end of our 2008 fiscal year. The amount of his potential performance bonus award is determined based upon percentage attainment of actual advertising sales versus budgeted advertising sales as follows:

Executive Vice President and Chief Technology Officer. The potential performance bonus award for our Executive Vice President and Chief Technology Officer is 75% of his base salary, payment calculated at the end of our 2008 fiscal year. The amount of his potential performance bonus award is weighted as follows: 50% tied to meeting our target EBITDA budget, 25% tied to meeting our target Free Cash Flow budget, 10% tied to meeting technology and operations division annual operating and capital expenditure budgets, including capitalized overhead related to software development and engineering, and 15% tied to CineMeetings and digital programming division meeting its aggregate target EBITDA budget.

Executive Vice President and General Counsel. The potential performance bonus award for our Executive Vice President and General Counsel is 50% of his base salary, payment calculated at the end of our 2008 fiscal year. The amount of his potential performance bonus award is weighted as follows: 50% tied to meeting our target EBITDA budget and 50% tied to meeting our target Free Cash Flow budget.

Limitation on Discretion. After the Compensation Committee has determined the potential performance bonus award based upon the designated financial performance criteria set forth above, the committee may, in its sole discretion, and based upon such subjective criteria as it may determine with respect to each executive, reduce the amount of the potential performance bonus award by up to 25% of the amount calculated in accordance with the objective financial performance criteria described above. The amount of reduction in any executive potential performance bonus award made in accordance with the discretion of the Compensation Committee shall not affect the amount of potential performance bonus award or actual bonus award payable to any other executive under the Performance Plan.

Stretch Bonus. In addition to the potential performance bonus award described above, all executive officers will be eligible for a “stretch bonus” under the Performance Plan. The stretch bonus, if any, will be payable only if we exceed our target EBITDA budget and will be incremental to the performance bonus award described above. The amount of the stretch bonus will be equal to: (i) the actual performance bonus award paid to the

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executive (taking into account any discretionary reduction determined by the Compensation Committee), times (ii) 50%, times (iii) the percentage that our actual target EBITDA as adjusted is in excess of our budgeted target EBITDA (capped at 10%) divided by 10%.

Payment of Awards. The performance bonus awards and stretch bonus awards, if any, will be paid as soon as practicable after the annual audit report is received from our independent auditors. No executive will be eligible for a bonus award under the Performance Plan if he or she is not employed by us on the date the bonus awards are paid. In order to comply with the short-term deferral exception under Section 409A of the Code, if the Compensation Committee waives the requirement that a participant must be employed on the date of the payment of the bonus award, the payment shall occur no later than the 15th day of the third month following the later of (i) the end of our taxable year in which such requirement is waived or (ii) the end of the calendar year in which such requirement is waived.

Certification of Performance. Payment of a performance bonus award or a stretch bonus award to those executives who are subject to the limitations of Section 162(m) of the Code will only be made upon written certification by our Compensation Committee that the performance goals and any other material terms of the bonus awards were in fact satisfied. Further, payments under the Performance Plan to such executives shall be made only after the material terms of the Performance Plan have been disclosed to, and subsequently approved by, our stockholders.

Corporate Transaction. In the event of a corporate transaction (such as an acquisition, disposition, merger, etc.) during the fiscal year, the Compensation Committee may establish a separate bonus plan to reflect the impact of such corporate transaction on the calculation of the performance bonus awards but the establishment of such a separate plan shall not affect the computation of the amount of a performance bonus award payable under the Performance Plan.

Administration. The Performance Plan is administered by our Compensation Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof. Our Compensation Committee (or, if not the Compensation Committee, then the subcommittee) is expected to consist solely of outside directors within the meaning of Section 162(m) of the Code. References in this summary to the Compensation Committee are intended to include a subcommittee where relevant.

Term. The Performance Plan, if approved, is effective as of December 28, 2007, with respect to awards granted for the 2008 fiscal year beginning December 28, 2007 and ending January 1, 2009.