IMAX CORPORATION
EXHIBIT 10.9
EMPLOYMENT AGREEMENT
This Employment Agreement dated and effective as of March 9, 2001 (the
"Agreement"), is made between
IMAX CORPORATION
a corporation organized
under the laws of Canada
(hereinafter referred to the "Company"; the Company and its subsidiaries and
affiliates collectively referred to as "Imax")
OF THE FIRST PART
And
XXXX XXXXXX
of the City of Los Angeles in the
State of California
(hereinafter referred to as the "Employee")
OF THE SECOND PART
WHEREAS, the Company wishes to enter into this Agreement to engage the
Employee to provide services to the Company, and the Employee wishes to be so
engaged, pursuant to the terms and conditions hereinafter set forth;
AND WHEREAS the Employee is engaged to provide services to the Company
as President, Filmed Entertainment,
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. EMPLOYMENT AND DUTIES
1.1 Employment. The Company hereby agrees to employ the Employee, and the
Employee hereby agrees to serve, as President, Filmed Entertainment of the
Company, upon the terms and conditions herein contained. The Employee agrees to
serve the Company faithfully and to the best of his ability under the direction
of the Co-CEO's of the Company. The Employee shall report to the Co-CEO's of the
Company on all of his activities.
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1.2 Exclusive Services. Except as may otherwise be approved in advance by
the Co-CEO's, the Employee shall devote his full working time throughout the
Employment Term (as defined in Section 1.3) to the services required of him
hereunder. The Employee's primary responsibilities shall be the development,
production and acquisition of films, film operations (e.g. administrative and
business affairs) and such other duties commensurate with his position with the
Company as are reasonably designated by the Co-CEO's of the Company. The
Employee's main duties are expected to include, but shall not be limited to: (i)
running and administering Filmed Entertainment in a manner consistent with the
direction of the Co-CEO's (ii) helping to make available to IMAX certain
Hollywood films for re-purposing into the IMAX format; and (iii) responsibility
for film development and film production with such responsibilities discharged
in a fashion (A) consistent with annual departmental and per film budgets, (B)
in which all films receive a G or PG rating by the MPAA, (C) in which all films
have running times of 60 minutes or less, and made specifically for IMAX and (D)
in which all films are consistent with the IMAX Brand which stands for high
quality family entertainment. The Employee shall render his services exclusively
to the Company and its subsidiaries and affiliates during the Employment Term,
and shall use his best efforts, judgment and energy to improve and advance the
business and interests of the Company in a manner consistent with the duties of
his position.
1.3 Term of Employment. The Employee's employment under this Agreement
shall commence on March 19, 2001 (the "Commencement Date") and shall terminate
on the earlier of (i) the second anniversary of the Commencement Date, or (ii)
termination of the Employee's employment pursuant to this Agreement. The period
commencing as of the Commencement Date and ending on the second anniversary of
the Commencement Date or such later date to which the term of the Employee's
employment under this Agreement shall have been extended is hereinafter referred
to as the "Employment Term".
1.4 Place of Employment. During the Employment Term the Employee will,
subject to work-related travel but no permanent or semi-permanent relocation
without mutual agreement, principally work at the Company's offices in Los
Angeles and, as requested or as required by circumstance, at the offices of the
Company in Missisisauga, Canada and New York. The Employee shall spend the
balance of his working time in such location or locations as are necessary and
appropriate for the performance of the duties of the Employee, subject to the
direction of the Co-CEO's of the Company.
1.5 Reimbursement of Expenses. The Company shall reimburse the Employee for
reasonable travel and other business expenses incurred by him in the fulfilment
of his duties hereunder in accordance with Company practices consistently
applied.
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1.6 Initial Part-Time Engagement. Commencing on February 26, 2001 and
ending on the Commencement Date (the "Part-Time Period"), the Employee shall
devote one-half (1/2) of his full working time to the services and
responsibilities enumerated in Section 1.2 above. During the Part-Time Period,
the Employee shall be paid at a rate equal to fifty percent (50%) of the Base
Salary, on a pro-rata basis, paid no less frequently than monthly in accordance
with the Company's payroll practices. The Employee shall be entitled to no other
benefits during the Part-Time Period and none of the provisions of this
Agreement shall be operative during the Part-Time Period except that the
Employee expressly agrees that the restrictive covenants contained in Article 7
of this Agreement shall be in full force and effect during the Part-Time Period
and thereafter pursuant to their terms. Upon the Commencement Date, all other
benefits under this Agreement and all other provisions hereunder shall become
fully operative.
2. COMPENSATION
2.1 Base Salary. During his employment under this Agreement, the Employee
shall be paid an annual base salary ("Base Salary") of no less than US$ 350,000
subject to annual review. Effective on the first anniversary of the Commencement
Date, the Employee's Base Salary shall be increased to US$375,000. The Employee
shall be paid no less frequently than monthly in accordance with the Company's
payroll practices.
2.2 Bonus. In addition to the Base Salary, during the Employment Term the
Employee shall be entitled to participate in the management bonus plan of the
Company which applies to senior executives of the Company. The Employee will be
eligible, subject to the terms of the plan, to receive a bonus (the "Management
Bonus") of up to 100% of the Base Salary for the applicable year, which is
normally paid in February of each year. Notwithstanding the foregoing, the
Employee shall receive a minimum bonus (the "Minimum Bonus") as follows:
US$150,000 for the first year of the Employment Term and US$175,000 for the
second year of the Employment Term. The Employee acknowledges that the said
bonus plan (though not the Minimum Bonus) may be changed from time to time by
the Company without notice to or any requirement to obtain the consent of the
Employee and without the Employee having any claim against the Company with
respect to any changes thereto, including any claims of Constructive Dismissal.
Following any changes to the said plan, the Employee will be given notice of the
changes in the same manner as are other Employees of the Company of the
Employee's stature.
2.3 Signing Bonus. The Employee shall be paid a signing bonus of $25,000
(the "Signing Bonus") as soon as practicable after the execution of this
Agreement. One-twelvth (1/12) of the Signing Bonus shall vest at the end of each
succeeding month following execution of this Agreement. If the Employee resigns
or is terminated for Cause prior to the first anniversary of the execution of
this Agreement, he shall return the then-unvested portion of the Signing Bonus
to the Company.
2.4.1 Stock Options. The Employee shall be granted non-qualified options (the
"Options") to purchase 150,000 shares of common stock of Imax Corporation (the
"Common Shares"), subject to approval by the Company's Board of Directors and
based upon the following schedule: (i) 75,000 Options shall be granted as soon
as practicable after the Commencement
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Date at an exercise price per Common Share equal to the Fair Market Value on
that date, as defined in Imax Corporation's Stock Option Plan (the "Option
Plan"); and (ii) 75,000 Options shall be granted on the date which is the first
anniversary of the Commencement Date at an exercise price per Common Share equal
to the Fair Market Value on that date, as defined in the Option Plan. One
hundred percent (100%) of the Options shall vest and become exercisable on the
first anniversary date of the grant date. The Options granted hereunder shall be
subject to the terms and conditions of the Option Plan and the stock option
agreement (the "Option Agreement") to be entered into between the Company and
the Employee as of the Commencement Date pursuant to, and in accordance with,
the terms of the Option Plan. A copy of the Option Agreement is contained in
Schedule B (attached hereto).
2.4.2 Notwithstanding anything provided herein (or in the Option Plan) to the
contrary, all of the Employee's Options, together with any additional options
granted to the Employee under the Option Plan, including those which are not yet
exercisable, shall become immediately exercisable in the event of both of (a) a
change of control of the Company (a "Change of Control") (i.e. any person, or
group of persons acting in concert, other than Xxxxxxx X. Xxxxxxxx and Xxxxxxx
X. Xxxxxxx, acquiring greater than fifty percent (50%) of the outstanding common
shares of Imax Corporation, whether by direct of indirect acquisition or as a
result of a merger, reorganization or sale of substantially all of the assets of
Imax Corporation) and (b) the occurrence of one or more of the following: (i)
Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxx cease to be Co-Chief Executive
Officers of the Company; (ii) the Employee's termination from the Company
Without Cause; (iii) the diminution of the Employee's title and/or
responsibilities; (iv) the Employee is asked to relocate more than twenty-five
(25) miles from his existing Los Angeles offices; or (v) any other material
breach of this Agreement. The Options shall in all other respects be governed
pursuant to, and in accordance with, the terms of the Option Plan.
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3. EMPLOYEE BENEFITS
3.1 General. The Employee shall, during the Employment Term, receive
Employee benefits including vacation time, medical benefits, disability and life
insurance, all at least consistent with those established by the Company for its
other key Employees at a level commensurate with that of the Employee. Without
limitation, however, the Employee shall be entitled to the following benefits:
(i) four (4) weeks' paid vacation in each year of the Employment
Term;
(ii) car allowance of $850 per month; and
(iii) standard medical benefits available to US employees of the
Company.
4. TERMINATION OF EMPLOYMENT
Definitions. As used in this Article 4, the following terms
have the following meanings:
(a) "Termination Payment" means each of the following amounts to the
extent that such amounts are due to be paid to and including the date upon which
the Employee's employment is terminated (i) Base Salary, (ii) unreimbursed
business expenses as outlined in Section 1.5, (iii) any amounts to be paid
pursuant to the terms of any benefit plans of the Company in which the Employee
participates or pursuant to any policies of the Company applicable to the
Employee; and (iv) any outstanding vacation pay calculated up to and including
such date.
(b) "Without Cause" means termination of the Employee's employment
by the Company other than for Cause (as defined in Section 4.3), death or
disability (as set forth in Section 5).
4.1 Termination Without Cause
4.1.1 General. Subject to the provisions of Sections 4.1.2, 4.1.3 and 6, if,
after the Commencement Date and prior to the expiration of the Employment Term,
the Employee's employment is terminated by the Company Without Cause, the
Company shall pay the Termination Payment then due to be paid within 30 days of
the date of termination and shall continue to pay the Employee the Base Salary
and Minimum Bonus for the remainder of the Employment Term (such period being
referred to hereinafter as the "Severance Period"), and in no event for less
than six (6) months, either at such intervals as the same would have been paid
had the Employee remained in the active service of the Company, or, at the
option of the Company, by immediate payment to the Employee of the remaining
Base Salary and Minimum Bonus which would be payable during the Severance
Period. Upon such termination (if after the Commencement Date and prior to the
expiration of the Employment Term), the Employee shall also be entitled to
continue to receive his employment benefits referred to in Section 3.1 at the
Company's expense (to the extent paid for by the Company as at the date of
termination) and subject to the consent of the applicable insurers.
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The Employee agrees that the Company may deduct from any payment of Base Salary
and Minimum Bonus to be made during the Severance Period the benefit plan
contributions which are to be made by the Employee during the Severance Period
in accordance with the terms of all benefit plans for the minimum period
prescribed by law. The Employee shall have no further right to receive any other
compensation or benefits after such termination of employment except as are
necessary under the terms of the employee benefit plans or programs of the
Company or as required by applicable law. Payment of Base Salary and Minimum
Bonus and the continuation of the aforementioned Employee benefits during the
Severance Period as outlined above shall be deemed to include all termination
and severance pay to which the Employee is entitled pursuant to applicable
statute law and common law. The date of termination of employment Without Cause
shall be the date specified in a written notice of termination to the Employee
and does not include the Severance Period.
4.1.2 Fair and Reasonable The parties confirm that notice and pay in lieu of
notice provisions contained in Subsection 4.1.1 are fair and reasonable and the
parties agree that upon any termination of this Agreement Without Cause, the
Employee shall have no action, cause of action, claim or demand against the
Company or Imax or any other person as a consequence of such termination other
than to enforce Section 4.1.1.
4.1.3 Conditions Applicable to the Severance Period. If, during the Severance
Period, the Employee breaches his obligations under Article 7 of this Agreement,
the Company may, upon written notice to the Employee, terminate the Severance
Period and cease to make any further payments or provide further benefits as
described in Section 4.1.1.
4.2 Termination for Cause; Resignation. At any time prior to the expiration
of the Employment Term the Employee's employment may be terminated by the
Company immediately upon notice for Cause. If, prior to the expiration of the
Employment Term, the Employee's employment is terminated by the Company for
Cause, or the Employee resigns from his employment hereunder, the Employee shall
only be paid, within 15 days of the date of such termination or resignation, the
Termination Payment then due to be paid. The Employee shall have no further
right to receive any other compensation or benefits after such termination or
resignation of employment, except as determined in accordance with the terms of
the Employee benefit plans or programs of the Company. The date of termination
for Cause shall be the date specified in a written notice of termination to the
Employee, which notice shall set forth the basis for the termination. The date
of resignation shall be thirty (30) days following the date or receipt of notice
of resignation from the Employee to the Company.
4.3 Cause. Termination for "Cause" shall mean termination of the
Employee's employment because of:
(i) the cessation of the Employee's ability to work legally in the
United States other than for reasons not within the Employee's
reasonable control;
(ii) any act or omission that constitutes a material breach by the
Employee of any of his obligations under this Agreement;
provided, however, that if such act or omission is related to
the Employee's performance of his duties within the scope of
his employment, then he shall have thirty (30) days after
written
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notice is provided to Employee of such material
breach, to cure such breach;
(iii) the continued failure or refusal of the Employee to perform
the duties reasonably required of him as President, Filmed
Entertainment which is not cured within thirty (30) days after
written notice is provided to Employee of such failure or
refusal;
(iv) any material violation by the Employee of any United States
federal, state or local law or regulation applicable to the
business of the Company or Imax, which violation is injurious
to the financial condition or business reputation of the
Company or Imax, or the Employee's conviction of a felony or
commission of an indictable offense for which he is not
pardoned, or any perpetration by the Employee of a common law
fraud;
(v) any other action by the Employee which is materially injurious
to the financial condition or business reputation of, or is
otherwise materially injurious to, the Company or Imax, or
which results in a violation by the Company or Imax of any
United States federal, state or local law or regulation
applicable to the business of the Company or Imax, which
violation is injurious to the financial condition or business
reputation of the Company or Imax.
5. DEATH OR DISABILITY
In the event of termination of employment by reason of death
or Permanent Disability (as hereinafter defined), the Employee (or his estate,
as applicable) shall be paid the Termination Payment then due to be paid within
30 days of the date of such termination of employment. Both the employment of
the Employee and the entitlement of the Employee to be paid amounts under
Section 4.1.1, in respect of the Severance Period, shall terminate immediately
and without notice upon his death or upon his Permanent Disability (as
hereinafter defined). Any benefits thereafter shall be determined in accordance
with the benefit plans maintained by the Company, and the Company shall have no
further obligation hereunder. For purposes of this Agreement, "Permanent
Disability" means a physical or mental disability or infirmity of the Employee
that prevents the normal performance of substantially all his duties under this
Agreement as an Employee of the Company, which disability or infirmity shall
exist for any continuous period of 180 days. The parties agree that such
Permanent Disability cannot be accommodated short of undue hardship.
6. MITIGATION
Subject to Section 7.2, the Employee shall be required to
mitigate the amount of any payment provided for in Section 4.1.1 (other than the
Termination Payment) by seeking other employment or remunerative activity
reasonably comparable to his duties hereunder, and if and when the Employee does
obtain other employment or remunerative activity (subject to Section 7.2), then
any Base Pay and Minimum Bonus payable under Section 4.1.1. upon the date he
begins such other employment or remunerative activity will be reduced by fifty
percent (50%) for the remainder of the Severance Period. The Employee shall be
required as a condition of any payment under Section 4.1.1 (other than the
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Termination Payment) promptly to disclose to the Company any such mitigation
compensation.
7. NON-SOLICITATION, CONFIDENTIALITY, NON-COMPETITION
7.1 Non-solicitation. For so long as the Employee is employed by the
Company or receiving payment hereunder and continuing for two years thereafter,
notwithstanding whether the Employee's employment is terminated with or Without
Cause or whether the Employee resigns, the Employee shall not, without the prior
written consent of the Company and Imax, directly or indirectly, for the
Employee's own benefit or the benefit of any other person, whether as a sole
proprietor, member of a partnership, stockholder or investor (other than a
stockholder or investor owning not more than a 5% interest), officer or director
of a corporation, or as a trustee, employee, associate, consultant, principal or
agent of any person, partnership, corporation or other business organization or
entity other than the Company or Imax: (x) solicit or endeavour to entice away
from Imax, any person or entity who is, or, during the then most recent 12-month
period, was employed by, or had served as an agent or consultant of, the Company
and/or Imax; or (y) solicit, endeavour to entice away or gain the custom of,
canvass or interfere in the Company's and/or Imax's relationship with any person
or entity who is, or was within the then most recent 12-month period, a
supplier, customer or client (or reasonably anticipated to become a supplier,
customer or client) of the Company and/or Imax and with whom the Employee had
dealings during his employment with the Company. The Employee confirms that all
restrictions in this Section are reasonable and valid and waives all defences to
the strict enforcement thereof.
7.2 Non-Competition For For so long as the Employee is employed by the
Company or receiving payment hereunder and continuing for a period of two years
after the date of the termination of the employment of the Employee with the
Company, notwithstanding whether the Employee's employment is terminated with or
without Cause or whether the Employee resigns, the Employee shall not, without
the prior written consent of the Company and Imax, directly or indirectly
anywhere within Canada, the United States, Europe or Asia, as a sole proprietor,
member of a partnership, stockholder or investor (other than a stockholder or
investor owning not more than a 5% interest), officer or director of a
corporation, or as a trustee, employee, associate, consultant, principal or
agent of any person, partnership, corporation or other business organization or
entity other than Imax: (x) solicit, endeavour to entice away or gain the custom
of, canvass or interfere in the Company's and/or Imax's relationship with any
person or entity who is, or was within the then most recent 12-month period, a
supplier, customer or client (or, at the time of termination of Employee's
employment, reasonably anticipated to become a supplier, customer or client) of
the Company and/or Imax and with whom the Employee had dealings during his
employment with the Company; or (y) render any service to or in any way be
affiliated with a Competitor of Imax. A "Competitor" of Imax shall be defined
for these purposes as any person or entity which is either: (i) primarily
engaged or reasonably anticipated to become primarily engaged in the Business,
or (ii) engaged in, or reasonably anticipated to become engaged in the Business,
though not primarily, - but then only if the Employee would be directly and
materially involved in the Business. "Business" shall be defined for these
purposes as designing or supplying large format theatres, designing or
distributing projection or sound systems for large format theatres, designing or
supplying motion simulation attractions, producing, developing,
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making, formatting, re-formatting or distributing films for large format
theatres or motion simulation attractions or designing, supplying, marketing,
manufacturing or otherwise offering for sale or purchase image capture, post
capture image processing or projection display systems, including but not
limited to, in connection with the "electronic cinema" projector or "digital
cinema" projector business. The Employee confirms that all restrictions in this
Section are reasonable and valid and waives all defences to the strict
enforcement thereof.
7.3 Confidentiality. The Employee covenants and agrees with Imax that he
will not at any time during employment hereunder or thereafter, except in
performance of his obligations to the Company hereunder or with the prior
written consent of the senior operation officer of the Company, directly or
indirectly, disclose or use any secret or confidential information that he may
learn or has learned by reason of his association with Imax. The term
"confidential information" includes information not previously disclosed to the
public or to the trade by Imax's management, or otherwise in the public domain,
with respect to Imax's products, facilities, applications and methods, trade
secrets and other intellectual property, systems, procedures, manuals,
confidential reports, product price lists, customer lists, technical
information, financial information, business plans, prospects or opportunities,
but shall exclude any information which (i) is or becomes available to the
public or is generally known in the industry or industries in which Imax
operates other than as a result of disclosure by the Employee in violation of
his agreements under this Section 7.3, or (ii) the Employee is required to
disclose under any applicable laws, regulations or directives of any government
agency, tribunal or authority having jurisdiction in the matter or under
subpoena or other process of law. The Employee confirms that all restrictions in
this Section are reasonable and valid and waives all defences to the strict
enforcement thereof.
7.4 Grant of Rights. The Employee hereby: (i) grants to the Company all
copyrights, patent rights and other rights in all work furnished or created by
the Employee pursuant to this Agreement; (ii) agrees to sign all documents which
may be required to confirm the Company's absolute ownership of such work; and
(iii) waives the moral rights associated with such work. Without limiting the
generality of the foregoing, all rights of whatsoever nature and kind (nor or
hereafter known) in any and al film projects developed or contributed by the
Employee pursuant to this Agreement shall be, from the inception of the creation
thereof, the exclusive property of the Company and for the purposes of the
United States Copyright Act shall be deemed to constitute "works made for hire."
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7.5 Exclusive Property. The Employee confirms that all confidential
information is and shall remain the exclusive property of Imax. All business
records, papers and documents, other than the Employee's personal files and a
copy of his Rolodex, regardless of the form of their records kept or made by
Employee relating to the business of Imax shall be and remain the property of
Imax, and shall be promptly returned by the Employee to Imax upon any
termination of employment.
7.6 Injunctive Relief. Without intending to limit the remedies available to
Imax, the Employee acknowledges that a material breach of any of the covenants
contained in Article 7 will result in material and irreparable injury to Imax
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of such a
breach or threat thereof, Imax shall be entitled to seek a temporary restraining
order and/or a preliminary, interim or permanent injunction restraining the
Employee from engaging in activities prohibited by Article 7 or such other
relief as may be required specifically to enforce any of the covenants in
Article 7. If for any reason it is held that the restrictions under Article 7
are not reasonable or that consideration therefor is inadequate, such
restrictions shall be interpreted or modified to include as much of the duration
and scope identified in Article 7 as will render such restrictions valid and
enforceable.
7.7 Representation. The Employee represents and warrants that he is not
subject to any non-competition covenant or any other agreement with any party
which would in any manner restrict or limit his ability to render the services
required of him hereunder.
8. MISCELLANEOUS
8.1 Notices. All notices or communications hereunder shall be in writing,
addressed as follows:
To the Company: Imax Corporation
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Telecopier No: (000) 000-0000
Attention: Legal Department
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To the Employee:
Mr. Xxxx Xxxxxx
000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
With a copy to:
Mr. Xxx Xxxxxx
000 Xxxxx Xxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx
All such notices shall be conclusively deemed to be received and shall be
effective, (i) if sent by hand delivery, upon receipt or (ii) if sent by
registered or certified mail, on the fifth day after the day on which such
notice is mailed.
8.2 Severability. Each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement. The parties agree that Sections
4, 5, 6 and 7 shall survive the termination of this Agreement.
8.3 Assignment. This Agreement shall be binding upon and inure to the
benefit of the heirs and representatives of the Employee and the assigns and
successors of the Company and Imax, if any are permitted by law and provided
that the Company and Imax and its assignee shall each remain liable to the
Employee in the event of any assignment, but neither this Agreement nor any
rights hereunder shall be assignable or otherwise subject to hypothecation by
the Employee. The Employee expressly agrees that each of Imax and the Company my
assigne any of its rights, interest or obligations hereunder to any affiliate of
either of them without the consent of the Employee; provided, however, that no
such assignment shall relieve the assignor of any of its obligations hereunder.
8.4 Entire Agreement: Amendment. This Agreement represents the entire
agreement of the parties and shall supersede any and all previous contracts,
arrangements or understandings between the Company and the Employee. This
Agreement may only be amended at any time by mutual written agreement of the
parties hereto.
8.5 Withholding. The payment of any amount pursuant to this Agreement shall
be subject to any applicable withholding and payroll taxes, and such other
deductions as may be required under applicable law or the Company's Employee
benefit plans, if any.
8.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein without regard to principles of conflicts of laws.
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IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Agreement as of the 9th day of March, 2001.
IMAX CORPORATION:
By: "G. Xxxx Xxxx"
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Name: G. Xxxx Xxxx
Title: Senior Vice President, Legal Affairs
& Corporate Secretary
By: "Xxxx X. Xxxxxxxx"
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Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
Human Resources & Administration
SIGNED, SEALED AND DELIVERED EMPLOYEE:
in the presence of:
"Xxxxxxx Xxxx" "Xxxx Xxxxxx"
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Witness Xxxx Xxxxxx
