NATIONAL CINEMEDIA AND LENSCRAFTERS
"CLOUDY WITH A CHANCE OF MEATBALLS" SWEEPSTAKES

OFFICIAL RULES

NO PURCHASE NECESSARY

1. HERE'S HOW IT WORKS: Beginning 12:01 AM (ET) on 7/3/09, visit www.ncm.com/LensCrafters ("Sweepstakes Site") and follow the on-screen directions to complete the entry form and submit an entry into the sweepstakes. Entries must be received by 11:59 PM (ET) on 8/13/09. Limit one entry per email address per day. If more than one entry is received per person or per email address per day, only the first such entry received from that person or email address on that day will be eligible.

2. ELIGIBILITY: Open only to legal residents of the 48 contiguous United States and Washington D.C. who are 18 years of age or older as of 7/3/09. Void in ND, RI, WY, VT and where prohibited. Employees of National CineMedia, its licensor and prize providers, LensCrafters, their affiliates, subsidiaries, advertising and promotion agencies and their immediate family members and/or those living in the same household of each are not eligible ("Sponsor Entities").

3. RANDOM DRAWINGS: Winners will be selected in a random drawing to be conducted on or about 8/20/09, from among all eligible entries received throughout the duration of the sweepstakes. All drawings will be accomplished by D.L. Blair, Inc., an independent judging organization whose decisions are final. Winners will be notified by mail, email or telephone. Odds of winning will depend upon the total number of eligible entries received. Limit one prize per person.

4. PRIZES AND APPROXIMATE RETAIL VALUES: (1) Grand Prize – A 3-day/2-night trip for winner and up to 3 guests to attend the premiere of the film "Cloudy with a Chance of Meatballs" on Sponsor-specified date in September, 2009. Movie premiere may take place in a U.S. city, with final determination of date and location solely decided by Sponsors. Prize includes round-trip coach air transportation for winner and up to 3 guests from major airport nearest winner’s home, round-trip ground transportation between destination airport/hotel/movie premiere, hotel accommodations (up to 2 standard rooms, double occupancy), and admission tickets to the movie premiere for winner and up to 3 guests (ARV: $3,900; there is no applicable retail value associated with the movie premiere admission tickets.) In the event movie premiere does not take place as scheduled, or that timing prevents the winner from attending premiere, that portion of the prize will not be awarded and no additional compensation will be provided. (3) First Prizes – A $300 LensCrafter Gift Certificate (ARV: $300 per prize). (5) Second Prizes – A DVD of "Cloudy with a Chance of Meatballs" (ARV: $20 per prize). (5) Third Prizes – Two movie passes redeemable for free admission (child or adult) at a participating theater (ARV: $20 per prize). Terms, conditions and restrictions of Gift Certificates and, movie passes, air travel and hotel apply. Prizes consist of only the items specifically listed as part of the prize. (ARV of all prizes:$5,000)

5. GENERAL RULES: All federal, state and local laws and regulations apply. Potential Grand Prize winner (or parent/legal guardian if potential winner is deemed a minor in his/her state of residence) will be required to complete and return an Affidavit of Eligibility, Release of Liability, Prize Acceptance Form and, if legally permissible, a Publicity Release within 3 days of attempted delivery of same. Noncompliance within this time period or return of any prize/prize notification as undeliverable will result in disqualification without further notice and an alternate winner may be selected, if time permits. Traveling companions (or parent/legal guardian if any traveling companions are minors) must also complete and return a Release of Liability within 3 days of winner’s attempted notification. If winner is a minor, winner’s parent/legal guardian will be required to accompany winner on trip and will count as the winner’s guest. If a minor is selected as a traveling companion, winner must be his/her parent/legal guardian. All travelers must possess required travel documents (e.g., valid photo ID) prior to departure and must agree to depart and return on dates specified by the Sponsors; dates of departure and return are subject to change. No substitution or transfer of prize by winner permitted. Sponsors reserve the right to substitute prize or any element of the prize for a prize or element of equal or greater value. All income taxes are the sole responsibility of winner. In no event will more than the stated number of prizes be awarded. The actual value of the Grand Prize may vary depending on date and times of travel, airfare fluctuations and hotel charges at the time of travel. Therefore, the actual value of the Grand Prize awarded may be lower or higher at the time it is fulfilled. Any difference between actual value and stated ARV will not be awarded. Travel is subject to the restrictions and conditions set forth below. Any costs associated with Grand Prize receipt and/or use that are not expressly stated above, including but not limited to gratuities, personal expenses, airline fees, meals, etc., are the responsibility solely of the Grand Prize Winner and his/her travel companions. All Grand Prize-related travel arrangements will be administered by Sponsors’ authorized designee. If Grand Prize Winner resides within 100 miles of the city of the premiere, if held, no airfare will be provided. Grand Prize Winner and his or her travel companions will be required to travel on identical itineraries including the same departure date and return date. Air transportation and hotel accommodations must be taken together and cannot be taken separately. No changes will be made to travel details once any element(s) of the travel arrangements have been booked, except at Sponsors’ sole discretion. Airline tickets issued in conjunction with Grand Prize are not eligible for upgrades, frequent flyer miles or any other promotional benefit. Sponsors will not replace any lost or stolen tickets, travel vouchers or certificates or similar items once they are in the Grand Prize Winner’s possession (or if the Grand Prize Winner is a minor, in his or her parent’s or legal guardian’s possession), or in the possession of the Grand Prize Winner’s travel companion. Grand Prize travel is subject to capacity controls and availability. Travel must be roundtrip. Sponsors will determine airline and flight itinerary in its sole discretion. No stopovers are permitted on tickets issued as the Grand Prize; if a stopover occurs, the Grand Prize will terminate and full fare will be charged from the stopover point for the remaining trip segment(s), including the return. Once hotel and flight arrangements have been confirmed, no changes will be allowed except by Sponsors in their sole discretion. Any unclaimed and/or unused Grand Prize travel package or element thereof will be forfeited by Grand Prize Winner and will remain the property of Sponsors. No refund or compensation will be made in the event of the cancellation or delay of any flight. Travel is subject to the terms and conditions set forth in these Official Rules and those set for by Sponsors’ air travel prize supplier, as detailed in the passenger ticket contract issued by such supplier. Prizes are non-transferable, non-assignable and have no cash value. No prize substitutions or cash redemptions allowed by prize winners. If Grand Prize winner elects not to take any guests, winner will not receive the cash value and no additional compensation will be awarded. No portion of a prize may be sold, bartered or exchanged by prize winner. If awarded, prizes will be awarded without any warrant of any kind. By entering the Sweepstakes, each entrant agrees: (i) to be bound by these Official Rules and by all applicable laws and decisions of Sponsors which shall be binding and final; (ii) to waive any rights to claim ambiguity with respect to these Official Rules; (iii) to waive all of his/her rights to bring any claim, action, or proceeding against any of the Sponsor Entities in connection with the Sweepstakes; and (iv) to forever and irrevocably release, indemnify, and hold harmless each of the Sponsor Entities and their respective officers, directors, employees, agents, shareholders, representatives, successors and assigns (collectively the "Releasees"), from any liability (including, but not limited to, liability for defamation, libel, slander, invasion of privacy, infringement of publicity or any intellectual property rights, any property loss, damage, personal injury, bodily injury, death, expense, accident, delay, inconvenience or irregularity, and any indirect, incidental, consequential, special, punitive or exemplary damages of any kind even if the Releasees have been advised of the possibility of such loss or damages), costs and expenses (including, without limitation, reasonable outside attorneys’ fees) that may arise in connection with: (a) the Sweepstakes, including but not limited to any Sweepstakes-related activity or element thereof, and the entrant’s entry, participation or inability to participate in the Sweepstakes, (b) the violation of any third party privacy, personal, publicity or proprietary rights, (c) typographical errors in these Official Rules or any Sweepstakes promotional materials, (d) acceptance, attendance at, participation in, possession, travel related to, defects in, use, misuse or inability to use a prize (or any component thereof), (e) any change in the prizing (or any components thereof) due to unavailability, business or creative considerations, or due to reasons beyond Sponsors’ control, (f) any wrongful, negligent, or unauthorized act or omission on the part of any of the Sponsor Entities, or any of their agents or employees, (g) cancellations, delays, diversions or substitutions or any act or omissions whatsoever by the air carrier(s), or other transportation companies, hotel(s), or any other persons providing any of these services and accommodations to passengers including any results thereof such as changes in services or accommodations necessitated by same, (h) lost, stolen, damaged, delayed, or misdirected baggage, (i) lost, late, stolen, misdirected, damaged or destroyed prizing (or any element thereof) or (j) the collection, use and/or sharing of entrant’s personally identifiable information by Sponsors or their designees. Winner (or parent/legal guardian if winner is a minor) assumes all liability for any injury or damage caused, or claimed to be caused, by participation in this promotion or use or redemption of any prize. Acceptance of prize constitutes permission for the Sponsors and their agencies to use winner’s name and/or likeness for purposes of advertising and trade without further compensation, including a winners list, unless prohibited by law. Entrants (or parent/legal guardian if entrant is a minor) agree to release, discharge and hold harmless releasees from and against any and all liability and damages. By participating in this promotion, entrants (or parent/legal guardian if entrant is a minor) agree to be bound by the Official Rules and the judges’ decisions which are final. In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any sweepstakes materials and the terms and conditions of the Official Rules, the Official Rules shall prevail, govern and control. All material submitted becomes the sole property of Sponsors and will not be returned. Sponsor Entities are not responsible for any typographical or other error in the printing of the offer, administration of the sweepstakes or in the announcement of the prizes.

NOTICE TO ONLINE ENTRANTS: ANY ATTEMPT BY AN INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSORS RESERVE THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. Releasees are not responsible for faulty, incorrect or mistranscribed phone transmissions, incorrect announcements of any kind, technical hardware or software failures of any kind including any injury or damage to any person's computer related to or resulting from participating in or experiencing any materials in connection with the promotion, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmission that may limit a user's ability to participate in the promotion. Sponsors reserve the right to cancel or modify the promotion if fraud, misconduct or technical failures destroy the integrity of the program; or if a computer virus, bug, or other technical problem corrupts the administration or security of the program as determined by Sponsors, in their sole discretion. Any damage made to the Web Site will be the responsibility of the authorized e-mail account holder of the e-mail address submitted at the time of entry. Proof of submitting entries will not be deemed to be proof of receipt by Sponsors. Any entries which are suspected of being fraudulent (including those using robotic, automatic, programmed or similar methods of participation) will be disqualified, based on determinations made solely by Sponsors. Sponsors reserve the right to prohibit the participation of an individual if fraud or tampering is suspected or if the account holder fails to comply with any requirement of participation as stated herein or with any provision in these Official Rules.

6. For the names of Grand Prize and First Prize winners, available from 9/28/09 through 10/11/09, visit www.ncm.com/LensCrafters.

7. SPONSORS: National CineMedia, LLC, 9110 E. Nichols Ave., Suite 200, Centennial, CO 80112 and LensCrafters, Inc., 4000 Luxottica Place, Mason, OH 45040.

8. ADMINISTRATOR: D.L. Blair, Inc., 1051 Franklin Ave., Garden City, NY 11530

9. PRIVACY POLICY: All information collected by Sponsors in connection with the online entries will be subject to Sponsors’ Privacy Policy available at the Sweepstakes Site.

10. NO INJUNCTIVE RELIEF: EACH ENTRANT UNDERSTANDS AND AGREES THAT HE/SHE SHALL HAVE NO RIGHT TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, ADVERTISING, PROMOTION, DISTRIBUTION OR EXPLOITATION OF THE SWEEPSTAKES, THE MOVIE PREMIERE AND/OR PICTURE, OR ANY OTHER MOVIE, PRODUCTION OR PROJECT OF SPONSORS, ITS LICENSORS OR ANY OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES OR AFFILIATES