Exhibit 10.1
Imax Corporation
Stock Option Plan
IMAX CORPORATION
Stock Option Plan
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1. Purpose
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The purposes of the Imax Stock Option Plan (the "Plan") are to attract,
retain and motivate directors, officers, key employees and consultants of the
Company and its Subsidiaries and to provide to such persons incentives and
awards for superior performance.
2. Definitions
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As used in this Plan the following terms have the following meanings:
(a) "Agreement" has the meaning set forth in Section 6 below.
(b) "Award" means an Option.
(c) "Board" means the Board of Directors of the Company.
(d) "Cause" means a termination of the Participant's employment with the
Company or one of its Subsidiaries (a) for "cause" as defined in an employment
agreement applicable to the Participant, or (b) in the case of a Participant who
does not have an employment agreement that defines "cause", because of: (i) any
act or omission that constitutes a material breach by the participant of any of
his obligations under his employment agreement with the Company or one of its
Subsidiaries or the applicable Agreement; (ii) the continued failure or refusal
of the Participant to substantially perform the duties reasonably required of
him as an employee of the Company or one of its Subsidiaries; (iii) any wilful
and material violation by the Participant of any law or regulation applicable to
the business of the Company or one of its Subsidiaries, or the Participant's
conviction of a felony, or any wilful perpetration by the Participant of a
common law fraud; or (iv) any other wilful misconduct by the Participant which
is materially injurious to the financial condition or business reputation of, or
is otherwise materially injurious to, the Company or any of its Subsidiaries.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means a committee of the Board comprised of at least two
directors selected by the Board to administer the Plan.
(g) "Common Share" means a share of common stock, no par value, of the
Company.
(h) "Company" means Imax Corporation, a corporation organized under the
laws of Canada.
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(i) "Date of Grant" means the date specified by the Committee on which an
Award shall become effective (which date shall not be earlier than the date on
which the Committee takes action with respect thereto).
(j) "Fair Market Value" of a Common Share on a given date means the higher
of the closing price of a Common Share on such date (or the most recent trading
date if such date is not a trading date) on the NASDAQ/National Market System,
The Toronto Stock Exchange and such national exchange, if any, as may be
designated by the Board.
(k) "Option Price" means the purchase price per Common Share payable on
exercise of an Option, as determined by the Committee in its sole discretion
(subject to the terms of the Plan) and as set forth in the applicable Agreement.
(l) "Option" means the right to purchase a Common Share upon exercise of a
stock option granted pursuant to the Plan.
(m) "Participant" means a person to whom an Award is to be made under the
Plan and who is at the time of such Award an officer, employee or consultant of
the Company, or any of its Subsidiaries, or a person who is a director of the
Company or any of its Subsidiaries and who is not also an employee of the
Company or any of its Subsidiaries at the Date of Grant, or a person who has
agreed to commence serving in any such capacity within 90 days of the Date of
Grant, or any personal holding corporation controlled by any such person, the
shares of which are held directly or indirectly by such person or such person's
spouse, minor children or minor grandchildren, or any registered retirement
savings plan or registered educational savings plan for the sole benefit of any
such person.
(n) "Permanent Disability" means a physical or mental disability or
infirmity of the Participant that prevents the normal performance of
substantially all his duties as an employee of the Company or any Subsidiary,
which disability or infirmity shall exist for any continuous period of 180 days
within any twelve-month period.
(o) "Rule 16b-3" means Rule 16b-3 under the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder.
(p) "Subsidiary" means any corporation or other entity in which the Company
owns or controls, directly or indirectly, not less than 50% of the total
combined voting power represented by all voting securities or other voting
interests in such entity.
(q) "Vested Options" means, as of any date, Options which by their terms
are exercisable on such date.
3. Administration of the Plan
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(a) The Plan shall be administered, and Awards shall be granted hereunder,
by or under the authority of the Committee. A majority of the Committee shall
constitute a quorum,
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and the action of the members of the Committee present at any meeting at which a
quorum is present, or acts unanimously approved in writing, shall be the acts of
the Committee.
(b) The interpretation and construction by the Committee of any provision
of the Plan or of any Agreement, and any determination by the Committee pursuant
to any provision of this Plan or of any Agreement shall be final and conclusive.
No member of the Committee shall be liable for any such action or determination
made in good faith.
4. Shares Available Under Plan
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The maximum number of Common Shares which may be issued upon the exercise
of Options granted under the Plan is 7,710,836 Shares, subject to adjustment as
provided in Paragraph 9. Such shares may be shares previously issued or treasury
shares or a combination of the foregoing. Any Common Shares which are subject to
Options which expire or which have been surrendered without being exercised in
full shall again be available for issuance under this Plan.
5. Options
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The Committee may, from time to time and upon such terms and conditions as
it may determine, authorize the granting to Participants of Options provided,
however, that: (i) at no time shall the number of Common Shares reserved for
issuance to any one Participant under the Plan or any other share compensation
arrangement exceed 5% of the outstanding issue of Common Shares; (ii) at no time
shall the number of Common Shares reserved for issuance pursuant to stock
options granted to "insiders" (as that term is defined in Section 627 of The
Toronto Stock Exchange Company Manual) exceed 10% of the outstanding issue of
Common Shares; (iii) under no circumstances shall insiders be issued in excess
of 10% of the outstanding issue of Common shares within any one-year period
pursuant to the exercise of Options granted under the Plan or any other share
compensation arrangement; and (iv) under no circumstances shall any one insider
and that insider's associates be issued in excess of 5% of the outstanding issue
of Common Shares within any one-year period pursuant to the exercise of Options
granted under the Plan or any other share compensation arrangement.
6. Agreement
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The terms and conditions of each Option shall be embodied in a written
agreement (the "Agreement") in a form approved by the Committee which shall
contain terms and conditions not inconsistent with the Plan and which shall
incorporate the Plan by reference. Options granted under the Plan shall comply
with the following terms and conditions:
(i) Each Agreement shall specify the number of Common Shares for which
Options have been granted.
(ii) Each Agreement shall specify the Option Price, which shall not be
less than 100% of the Fair Market Value per Common Share on the Date of Grant.
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(iii) Each Agreement shall specify that the Option Price shall be payable
(a) in cash or by cheque acceptable to the Company, (b) by the transfer to the
Company of Common Shares having an aggregate Fair Market Value per Common Share
at the date of exercise equal to the aggregate Option Price or (c) by a
combination of such methods of payment.
(iv) Successive grants may be made to the same Participant whether or not
any Options previously granted to such Participant remain unexercised.
(v) Each Agreement shall specify the applicable vesting schedule and the
effective term of the Option. In the event of a termination of a Participant's
employment by reason of death or Permanent Disability, 50% of such Participant's
Options shall become Vested Options if such Options were less than 50% vested at
the time of such termination.
(vi) Options granted under the Plan are not intended to qualify as
"incentive stock options" within the meaning of Section 422A of the Code.
(vii) No Option shall be exercisable more than ten years from the date of
Xxxxx.
(viii) Each Option granted under the Plan shall be subject to such
additional terms and conditions, not inconsistent with the Plan, which are
prescribed by the Committee and set forth in the applicable Agreement.
(ix) As soon as practicable following the exercise of any Options, a
certificate evidencing the number of Common Shares issued in connection with
such exercise shall be issued in the name of the Participant or as the
Participant shall otherwise, in writing, direct.
7. Termination of Employment, Consulting Agreement or Term of Office
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(a) In the event that a Participant's employment, consulting arrangement
or term of office with the Company or one of its Subsidiaries terminates for any
reason, unless the Committee or the Board determines otherwise, any Options
which have not become Vested Options shall terminate and be cancelled without
any consideration being paid therefor.
(b) In the event that a Participant's employment with the Company or one
of its Subsidiaries is terminated without Cause, or the Participant's employment
is terminated by reason of the Participant's voluntary resignation (including by
reason of retirement), death or Permanent Disability, or upon the termination of
a Participants' consulting arrangement or term of office, the Participant (or
the Participant's estate) shall be entitled to exercise the Participant's
Options which have become Vested Options as of the date of termination for a
period of 30 days, or such longer period as the Committee or the Board
determines, following the date of termination.
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(c) In the event that a Participant's employment, consulting arrangement
or term of office with the Company or one of its Subsidiaries is terminated for
Cause, such Participant's Vested Options shall terminate and be cancelled
without any consideration being paid therefor.
8. Transferability
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No Option shall be transferable by a Participant other than by will or the
laws of descent and distribution, provided, however, that Options may be
transferred if approved by the Committee or the Board and by any regulatory
authority having jurisdiction or stock exchange on which the common shares
subject to Options are listed. Options shall be exercisable during the
Participant's lifetime only by the Participant or by the Participant's guardian
or legal representative.
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9. Adjustments
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The Committee may make or provide for such adjustments in the maximum
number of Common Shares specified in Paragraph 4, in the number of Common Shares
covered by outstanding Options granted hereunder, and/or in the Option Price
applicable to such Options as the Committee in its sole discretion may determine
is equitably required to prevent dilution or enlargement of the rights of
Participants that otherwise would result from any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the Company, merger, consolidation, spin-off, reorganization, partial or
complete liquidation, issuance of rights or warrants to purchase securities or
any other corporate transaction or event having an effect similar to any of the
foregoing.
10. Fractional Shares
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The Company shall not be required to issue any fractional Common Shares
pursuant to the Plan. The Committee may provide for the elimination of fractions
or for the settlement of fractions in cash.
11. Withholding Taxes
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The Company and its Subsidiaries shall have the right to require any
individual entitled to receive Common Shares pursuant to an Option to remit to
the Company, prior to the delivery of any certificates evidencing such shares,
any amount sufficient to satisfy any Canadian or United States federal, state,
provincial or local tax withholding requirements. Prior to the Company's
determination of such withholding liability, such individual may make an
irrevocable election to satisfy, in whole or in part, such obligation to remit
taxes by directing the Company to withhold Common Shares that would otherwise be
received by such individual. Such election may be denied by the Committee in its
discretion, or may be made subject to certain conditions specified by the
Committee, including, without limitation, conditions intended to avoid the
imposition of liability against the individual under Section 16(b) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
12. Registration Restrictions
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An Option shall not be exercisable unless and until (i) a registration
statement under the Securities Act of 1933, as amended, has been duly filed and
declared effective pertaining to the Common Shares subject to such Option, such
Common Shares shall have been qualified under applicable state "blue sky" laws
and the Company has been a "reporting issuer" for purposes of the Ontario
Securities Act in good standing for not less than twelve months, or (ii) the
Committee, in its sole discretion determines that such registration,
qualification and status is not required as a result of the availability of an
exemption from such registration, qualification, and status under such laws.
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13. Shareholder Rights
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A Participant shall have no rights as a shareholder with respect to any
Common Shares issuable upon exercise of an Option until a certificate or
certificates evidencing such shares shall have been issued to such Participant,
and no adjustment shall be made for dividends or distributions or other rights
in respect of any share for which the record date is prior to the date upon
which the Participant shall become the holder of record thereof.
14. Breach of Restrictive Covenants
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If (i) a Participant is a party to an employment agreement with the Company
or any of its Subsidiaries or affiliates and (ii) such Participant materially
breaches any of the restrictive covenants set forth in such employment agreement
(including, without limitation, any restrictive covenants relating to non-
competition, non-solicitation or confidentiality), then all of such
Participant's Options (whether or not Vested Options) shall terminate and be
cancelled without consideration being paid therefor.
15. Amendments, Etc.
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(a) The Board may at any time and from time to time alter, amend, suspend
or terminate the Plan in whole or in part, and the Committee may, subject to
applicable legal requirements at any time and from time to time waive any
provision of any Option or Agreement; provided, however, that no termination or
amendment of the Plan or any waiver of any provision of any Option or Agreement
may, without the consent of the Participant to whom any Award shall previously
have been granted, adversely affect the rights of such Participant in such
Award; provided further, however that amendments shall be subject to (x) the
approval of a majority of the Common Shares entitled to vote if the Committee
determines that such approval is necessary in order for the Company to rely on
the exemptive relief provided under Rule 16b-3 and (y) all other approvals,
whether regulatory, shareholder or otherwise, which are required by law, The
Toronto Stock Exchange or any other applicable securities exchange.
(b) The Plan shall not confer upon a Participant any right with respect to
continuance of employment or other service with the Company or any Subsidiary,
nor will it interfere in any way with any right the Company or any Subsidiary
would otherwise have to terminate such Participant's employment or other service
at any time.
16. Effective Date
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The Plan shall be effective as of June 7, 1999.
17. Governing Law
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The Plan and all rights hereunder shall be construed in accordance with and
governed by the laws of the Province of Ontario and the laws of Canada
applicable therein.
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