EXHIBIT 10.11
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx XXX 00000
Telephone: (000) 000-0000 Fax: (000) 000-0000
IMAX CORPORATION
October 8, 1998
Xxxxxx Xxxxxx
00000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx, 00000
Dear Xxxx,
Re: Employment with Imax Corporation
We have agreed that you will continue your employment with Imax Corporation
("Imax"). From January 1, 1998, your employment with Imax will be on the terms
noted below.
1. Position: Senior Vice President, Film, performing services as a
writer, and acting as an executive producer.
2. Duties: To have overall responsibility for the development and
production of 15/70 format live action film for Imax,
including (i) overseeing the development of scripts for,
and the production of, live action films in the 15/70
format; (ii) collaborating with other senior managers of
Imax in the development of film technologies and production
techniques for films in the 15/70 format; and (iii)
performing other duties commensurate with your position
with Imax as are reasonably designated by the senior
operating officer(s) of Imax.
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3. Other Activities: Imax will engage Xxxxxx Xxxxxx Productions, Inc. f/s/o
Xxxxxx Xxxxxx ("AGP"), during the term to provide the
services of writing scripts based on original ideas, or re-
writing the scripts of others, in each case for films in
the IMAX(R) 15/70 format and upon request by Imax. Imax
will pay AGP a minimum in each year of the term of
US$50,000 for such services, on the basis of US$30,000 for
each completed first draft script, US$15,000 for each
completed second draft script and US$5,000 for polishing a
script, with treatments and concepts to be provided at no
charge. Imax will also pay minimum WGA pension and health
and welfare (of 12.5%) contributions on such payments. If
Imax has not paid AGP for such services at least US$25,000
by June 30, and at least US$50,000 by December 1, of each
year of the term, Imax will pay the difference to each such
amount on June 30 and December 1, as the case may be. Any
payments on such dates in excess of the value of the
services actually rendered shall be advanced against such
services to be rendered at some date in the future by AGP,
provided that such services are requested by Imax during
the term. In addition to these payments, Imax will also pay
a car allowance of US$750 per month to AGP; Imax will not
be required to make any WGA contributions on such
allowance. The services to be rendered by AGP do not
include reviewing and making notes on scripts of others
which are part of your duties as Senior VP, Film.
4. Term: 2 years.
5. Salary: US$225,000 for 1998 and US$250,000 for 1999, subject to
increase at the discretion of the Board of Directors of
Imax.
6. Bonus: Participation in the Imax management bonus plan, with a
target bonus of 30% of salary. Guaranteed minimum bonus of
US$50,000 per year.
7. Credit: You shall have producer or executive producer credit on
films upon which you work, at the sole discretion of Imax.
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8. Reporting: You will report to the chief executive, operating, or film
officer(s) of Imax, as Imax shall designate.
9. Location: Imax office in Los Angeles, California, with reasonably
extensive travel to Imax's offices in New York and
Mississauga.
10. Benefits/Perquisites: (a) 4 weeks paid vacation per year;
(b) car allowance of US$750 per month;
(c) standard Imax benefits for U.S. resident
employees;
(d) full time assistant at a salary of approximately
US$750 per week.
11. Termination: Imax shall be entitled to terminate your employment at any
time for cause without payment of any amounts attributable
to any period after the date of termination of employment.
If your employment is terminated by Imax other than for
cause, you will be paid your salary, guaranteed bonus and
benefits (but not stock options) for the balance of the
term, subject to your obligation to seek alternate
comparable employment (e.g. as a film executive at another
company, or as an independent writer &/or producer, whether
for Imax or otherwise) and the set-off of any amounts
earned from amounts to be paid by Imax. If your employment
is terminated by Imax other than for cause in connection
with a change in control (i.e. the completion of any
transaction(s) which result in any person or group of
persons acting in concert holding, directly or indirectly,
securities of Imax to which are attached more than 50% of
the votes which may be cast to elect Directors of Imax) of
Imax, you will be paid your salary, guaranteed bonus and
benefits (but not stock options) for the greater of the
balance of the term and 6 months, subject to your
obligation (as set forth above) to seek alternate
comparable employment and the set-off of any amounts earned
from amounts to be paid by Imax.
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12. Non-compete, etc.: You shall be bound by the non-solicitation, non-
competition and other covenants attached to this letter.
13. Representation: You represent that you are under no restriction or
competing interest affecting your ability to perform your
responsibilities for Imax.
14. Governing Law: Your employment and this letter agreement shall be governed
by the law of New York.
If the above is acceptable to you, please indicate by signing a copy of this
letter and returning it to us.
Yours very truly,
Xxxxxxx X. Xxxxxxxx
Chairman and Co-Chief Executive Officer
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Date: 11/3/98
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Attachment to Xxxxxx Xxxxxx Employment Letter
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NON-SOLICITATION, CONFIDENTIALITY, NON-COMPETITION
(a) Non-solicitation. During the term and for one year thereafter,
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regardless of whether your employment is terminated with or without cause or
whether you resign, you shall not directly or indirectly without the prior
written consent of Imax, (i) solicit any person who is, or, during the then
most recent 12-month period, was employed by, or had served as an agent or key
consultant of, Imax or any of its subsidiaries or affiliates, or (ii) solicit
or interfere in any commercial relationship of Imax or any of its subsidiaries
or affiliates with any person who is, or was within the then most recent 12-
month period, a customer or client (or reasonably anticipated to become a
customer or client) and with whom you had dealings during your employment with
Imax.
(b) Non Competition. Without the prior written consent of Imax:
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(i) During the term of your employment with Imax and for one year
thereafter, regardless of whether your employment is terminated with or
without cause or whether you resign, you shall not directly or indirectly
without the prior written consent of Imax, anywhere within Canada, the
United States, Europe or Asia (the "Territory"), be engaged in any
capacity by a competitor (or any person or entity that is, at the time
you would otherwise commence rendering services to or become, affiliated
with such person or entity, reasonably anticipated to become a
competitor) of Imax or any of its subsidiaries or affiliates (a
"Competitor"), which is engaged or reasonably anticipated to become
engaged in designing or supplying large screen theaters or motion
simulation theaters;
(ii) During the term of your employment with Imax and for one year
thereafter if you resign during that term or for the period of time
during which Imax is continuing to pay your salary if Imax has terminated
your employment without cause, you shall not directly or indirectly
without the prior written consent of Imax, anywhere within the Territory,
be engaged as a film executive by a Competitor of Imax which is engaged
or reasonably anticipated to become engaged in owning or operating large
screen theaters or motion simulation theaters. Notwithstanding the
foregoing, Xxxx agrees that it will not unreasonably withhold its consent
to such an engagement if the Competitor uses IMAX(R) projection systems
or IMAX(R) Ridefilm(TM) motion simulation systems in its theater
operations; and
(iii) Notwithstanding the foregoing, Imax expressly acknowledges that you
will not be restricted hereunder after the termination of your employment
by Xxxx in any way in writing scripts or producing or developing films in
any format.
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(c) Confidentiality. You will not at any time during the term or thereafter
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use or disclose to any third party any information relating to the private or
confidential affairs of Imax or relating to any secrets of Imax, other than for
the purposes of Imax. You confirm that all confidential information is and
shall remain the exclusive property of Imax. All business records, papers and
documents regardless of the form of their recordal kept or made by you relating
to the business of Imax shall be and remain the property of Imax, and shall be
promptly returned by you to Imax upon any termination of employment.
(d) Grant of Rights. You hereby: (i) grant to Imax all copyrights, patent
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rights and other rights in all work furnished or created by you or AGP pursuant
to this Agreement; (ii) agree to sign all documents which may be required to
confirm Imax's absolute ownership of such work; (iii) waive the moral rights
associated with such work; and (iv) grant to Imax the rights to and to license
others to use the name, likeness, biography and other identifications of you in
connection with any and all uses and promotions of such work and derivatives
thereof. Without limiting the generality of the foregoing, all rights of
whatsoever nature and kind (nor or hereafter known) in any and all film
projects developed or contributed to by you and/or AGP pursuant to this
Agreement shall be, from the inception of the creation thereof, the exclusive
property of Imax, and for the purposes of the United States Copyright Act shall
be deemed to constitute "works made for hire".
(e) Reasonableness. You confirm that all of the restrictions referred to
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above are reasonable and valid and waive all defences to the strict enforcement
thereof. You also confirm that you are making the above covenants on behalf of
yourself and of AGP.
(f) Injunctive Relief. Without intending to limit the remedies available to
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Imax, you acknowledge that a material breach of any of the covenants contained
above will result in material and irreparable injury to Imax or its affiliates
or subsidiaries 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 you from engaging in activities prohibited hereby or
such other relief as may be required specifically to enforce any of the
covenants herein. You waive any defences to the strict enforcement by Imax of
the covenants contained herein. If for any reason, it is held that the
restrictions hereunder 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 herein as will render such
restrictions valid and enforceable.
