EXHIBIT 10.12
AMENDING AGREEMENT
This Amending Agreement dated and effective as of August 8, 1998 (the "Amending
Agreement") is made between IMAX CORPORATION, a corporation organized under the
laws of Canada (the "Company") and XXXXXXXXX X. JORG, (the "Executive").
WHEREAS, the Company wishes to enter into this Amending Agreement to amend and
extend the Employment Agreement dated as of August 8, 1995 (the "Agreement"),
whereunder the Executive provides services to the Company, and the Executive
wishes to so continue such engagement, as hereinafter set forth;
NOW, THEREFORE, in consideration of good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follow:
1. Section 1.1 of the Agreement shall be deleted and replaced with the
following:
"Section 1.1 Employment. The Executive agrees to serve as the Chief
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Operating Officer, IMAX(R) Attractions and Senior Vice President, Imax
Corporation. The Executive's primary responsibilities in this role shall be:
(a) to have responsibility for the development of the Company's
Attractions business, inclusive of Ridefilm Corporation, including but not
limited to conducting presentations to potential clients for the purpose of
developing Attractions concepts throughout the world; and
(b) to perform other duties commensurate with the position as are
reasonably designated by the co-Chief Executive Officers.
The Executive agrees to serve the Company faithfully and to the best of his
ability under the direction of the co-Chief Executive Officers of the Company.
The Executive shall report to the co-Chief Executive Officers of the Company."
2. Section 1.3 of the Agreement shall be deleted and replaced with the
following:
"Section 1.3 Term of Employment. The Executive's employment under this
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Agreement commenced on August 8, 1995 (the "Commencement Date") and shall
terminate upon the termination of the Executive's employment pursuant to this
Agreement. The period commencing as of the Commencement Date and ending on the
date of termination pursuant to this Agreement is hereinafter referred to as the
"Employment Term"."
3. Section 2.1 of the Agreement shall be deleted and replaced with the
following:
"Section 2.1. Base Salary. During the Employment Term, the Executive shall be
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paid a base annual salary (the "Base Salary") of US$ 215,000, payable no less
frequently than monthly, in accordance with the Company's payroll practices."
4. Section 4.1.1 of the Agreement shall be deleted and replaced with the
following:
"Section 4.1.1. General. During the Employment Term, the Company may terminate
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the Executive's employment Without Cause, provided the Company gives the
Executive ninety (90) days written notice of termination (the "Severance
Period"). In the event that the Company gives the Executive any such notice of
termination, the Company shall either continue to have the Executive be employed
by the Company during some or all of the Severance Period and pay the Executive
the Base Salary and Automobile Allowance during such time at the intervals it
has paid those sums to the Executive in the past or have the Executive cease
being employed by the Company and pay him those amounts, or the balance of those
amounts for the remainder of the Severance Period, as the case may be, in a lump
sum within 7 days from the date his employment ceases. The Company shall also
pay to the Executive the
-2-
Termination Payment within 30 days of the date of termination. For greater
certainty, regardless of whether the Company elects to have the Executive
employed for all, some or none of the Severance Period, he shall receive the
Base Salary and Automobile Allowance with respect to the entire Severance
Period. Upon such termination, the Executive shall also be entitled to continue
to receive, for the duration of the Severance Period, his employment benefits at
the Company's expense (to the extent paid for by the Company as at the date of
termination), other than those set forth in clauses 3.1 (ii), (iii) and (iv).
The Executive shall not be entitled to payment after the date of termination of
any bonus not already due to be paid at the date of termination, it being
understood that a bonus shall be considered "due to be paid" once the period to
which it applies has been completed. The Executive acknowledges that any stock
options granted to him which are not exercisable at the date of termination of
employment for any reason shall be forfeited, without compensation to the
Executive, as provided in the Option Plan. The Executive agrees that the Company
may deduct from any payment of Base Salary to be made during the Severance
Period the benefit plan contributions which are to be made by the Executive
during the Severance Period in accordance with the terms of all benefit plans
for the minimum period prescribed by law. The Executive 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 the Ontario Employment Standards
Act. Payment of Base Salary and the Automobile Allowance and the continuation of
the aforementioned employee benefits during the Severance Period outlined above
shall be deemed to include all termination and severance pay to which the
Executive is entitled pursuant to the Ontario Employment Standards Act and
common law."
5. (a) Section 4.2 of the Agreement shall be amended by the addition of the
following language after the second sentence of such Section:
"In addition, the Executive may resign from his employment hereunder by giving
the Company at least 14 days written notice of his intention to do so."
(b) Section 4.2 of the Agreement shall be further amended by deleting the
words after "delivered to the Company," in Section 4.2(ii) and replacing them
with the following:
"the date on which the Executive ceases reporting to work."
6. The Agreement shall be amended by deleting Section 6.
7. Section 8.1 of the Agreement shall be deleted and replaced with the
following:
"Section 8.1 Notices. All notices or communications hereunder shall be in
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writing, addressed as follows:
To the Company:
Imax Corporation
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Telecopier No.: 000-000-0000
Attention: General Counsel
To the Executive:
Xxxxxxxxx X. Jorg
Xxx. 00X, 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx
00000
with a copy to:
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Xxxxxx Xxxx, Esq.
Xxxxx 000
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
00000
Telecopier No.: 000-000-0000
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. Except as amended herein, all other terms of the Agreement shall remain in
full force, unamended.
IN WITNESS WHEREOF, the Company and the Executive have duly executed and
delivered this Amending Agreement as of the day and year first above written.
IMAX CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Title: Executive Vice President and
Chief Financial Officer
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By: /s/ Xxxxx X. Xxxxxxxxx
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Title: Sr. Vice President and
General Counsel
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SIGNED SEALED AND DELIVERED
in the presence of:
/s/ Xxxxxxxxx X. Jorg l.s.
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Witness Xxxxxxxxx X. Jorg