Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On October 12, 2009, upon the recommendation of the Compensation and Nominating Committee, the Board of Directors of Carmike Cinemas, Inc. (the "Company") elected Jeffrey W. Berkman as a member of the Board of Directors, adding an additional Director position to the Board. Mr. Berkman's election to the Board of Directors is effective the first day following the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 with the Securities and Exchange Commission (the "Effective Date"). Mr. Berkman was not elected pursuant to any arrangement or understanding between him and any other persons and there are no prior relationships between Mr. Berkman and the Company or transactions with the Company in which Mr. Berkman had any material interest. Mr. Berkman will be entitled to compensation in accordance with the Company's non-employee director compensation package.

Mr. Berkman has served as Senior Vice President and General Counsel of the Bigfoot Group of Companies, which consists of a movie and television production company, a niche telecommunications company, a real estate investment and development company and a venture capital firm, since 2000. Bigfoot owns approximately 1.85 million shares of our common stock. From 1990 to 2000, Mr. Berkman was a Senior Associate at the law firms of Hogan & Hartson; Arent Fox; and Whitman Breed Abbot & Morgan.

Form of Indemnification Agreement

The Company intends to enter into an Indemnification Agreement (the "Indemnification Agreement") on its standard form for such agreements with Mr. Berkman, effective upon the Effective Date.

Under the Indemnification Agreement, the Company will agree to indemnify Mr. Berkman against liability, subject to certain limitations, arising out of his performance of his duties to the Company. The Indemnification Agreement will provide indemnification in addition to the indemnification provided by the Company's certificate of incorporation, by-laws and applicable law. Among other things, the Indemnification Agreement will provide indemnification for certain expenses (including attorneys' fees), judgments, fines and settlement amounts actually and reasonably incurred by Mr. Berkman in any action or proceeding, including any action by or in the right of the Company, arising out of his service to the Company or to any other entity to which he provides services at the Company's request. Further, the Company will agree to advance expenses, subject to certain limitations, Mr. Berkman may incur as a result of any proceeding against him as to which he could be indemnified.

The foregoing description of the Indemnification Agreement is a general description only and is qualified it its entirety by reference to the form of Indemnification Agreement, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K Filed on March 11, 2009 and incorporated herein by reference.

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