Exhibit 10.31
IMAX CORPORATION
AMENDED EMPLOYMENT AGREEMENT
This agreement amends the amended employment agreement (the "Agreement")
between Xxxxxxx X. Xxxxxxxx (the "Executive") and IMAX Corporation (the
"Company") dated July 1, 1998, as amended, on the same terms and conditions
except as set out below:
1. TERM. The term of the Agreement is extended until December 31, 2007.
2. CASH COMPENSATION. The Executive shall be entitled to be paid base salary
at the rate of $500,000 per year, plus a bonus of up to two times salary.
Such bonus shall be at the discretion of the Board of Directors and shall
be based upon the success of the Company in achieving the goals and
objectives set by the Board after consultation with the Executive. The
Executive shall be considered for a bonus based upon performance during the
year ending December 31, 2007. If the Executive's employment is terminated
without Cause prior to the end of the term, the Executive shall be entitled
to no less than a pro-rata portion of his median bonus target (i.e. one
times salary).
3. STOCK APPRECIATION RIGHTS. The Executive is hereby granted 300,000 stock
appreciation rights ("SARS") which shall entitle the Executive to receive
in cash from the Company any increase in the fair market value of the
common shares of the Company from the fair market value thereof on the date
hereof to the date of exercise of the SARS. 150,000 of the SARS shall vest
immediately, and the other 150,000 SARS shall vest on December 31, 2007.
All SARS will have a 10-year term and, to the extent applicable, shall be
governed by the provisions of the Stock Option Plan of the Company,
including for greater certainty, the provisions relating to the calculation
of the fair market value of common shares of the Company, resignation or
termination. The vesting of all SARS shall be accelerated upon a "change of
control" as defined in the Agreement, and shall be governed, to the extent
applicable, by the provisions in the Agreement regarding change of control.
At any time and from time to time after vesting, but subject to the xxxxxxx
xxxxxxx policy of the Company in effect at that time which shall apply to
the SARS as if they were securities covered thereby, the Executive shall be
entitled to exercise some or all of the vested SARS by delivering notice of
exercise in writing to the General Counsel of the Company. Within 10
business days after receipt of such notice in writing, the Company shall
pay to the Executive the amount by which the fair market value of the
common shares of the Company has increased from the fair market value on
the date hereof to the fair market value on the date of such notice, net of
any applicable withholdings and any other amounts owing at that time by the
Executive to the Company. Notwithstanding anything to the contrary
contained herein, the Company shall have the right but not the obligation
to cancel at any time all, or from time to time any part, of the SARS, in
any case upon notice in writing to the Executive and to replace the
cancelled SARS with stock options or, in the Company's discretion,
restricted shares, provided such options or shares have no less favorable
(to the Executive) material terms and conditions as, and are in such number
as are of equivalent value to, the cancelled SARS.
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4. The entering into this agreement shall not prejudice any rights or waive
any obligations under any other agreement between the Executive and the
Company.
DATED as of February 15, 2007.
"Xxxxxxx X. Xxxxxxxx"
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XXXXXXX X. XXXXXXXX
IMAX CORPORATION
Per: "Xxxxx X. Xxxxxx"
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Name: Xxxxx X. Xxxxxx
Title: Director
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