EXHIBIT 10.6
EMPLOYMENT AGREEMENT
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MEMORANDUM OF AGREEMENT made the 16th day of January, 0000
X X X X X X N :
XXXX X. XXXXXXX, of the City of Toronto, in the Province of
Ontario,
(hereinafter called the "Executive"),
OF THE FIRST PART,
-and-
IMAX SYSTEMS CORPORATION, a corporation incorporated
under the laws of Canada,
(hereinafter called the "Corporation"),
OF THE SECOND PART.
WHEREAS the Corporation is desirous of employing the Executive to
provide services in connection with the business (the "Business") carried on by
the Corporation, consisting principally of the design, production, marketing and
leasing of high fidelity 70mm large format motion picture systems and the
development, production and distribution of 70mm large format films, and
including certain other business activities relating thereto;
AND WHEREAS the Executive is desirous of providing such services to the
Corporation, on the terms and subject to the conditions herein set out;
AND WHEREAS the Executive may from time to time be granted rights to
purchase common shares of the Corporation and may be advanced one or more loans
by the Corporation for the purpose of purchasing such shares;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises, the mutual covenants and agreements herein contained and for other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by the parties), the parties hereby covenant and agree as follows:
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1. DUTIES AND TERM OF EMPLOYMENT
The Executive shall serve the Corporation in the capacity of Director,
Corporate Development, and may be appointed as a member of such senior
management committee or similar body as may be designated by the Board of
Directors or the President and Chief Executive Officer of the Corporation from
time to time, and shall perform such duties and exercise such powers as are
normally associated with such a position and such other duties and powers in
connection with the Business as may from time to time be assigned to him. The
Executive shall report to such executive officer of the Corporation as shall be
designated by the Board of Directors or the President and Chief Executive
Officer of the Corporation from time to time and be subject to the general
direction and control of such officer.
1.2 The Executive shall devote such time, attention and ability on a full-
time basis as are reasonably necessary in connection with the conduct of the
Business and the Executive shall well and faithfully serve the Corporation in
providing services hereunder and shall use his best efforts to promote the
interests of the Corporation in respect of the Business.
1.3 Subject to earlier termination of the employment of the Executive in
accordance with Article 4 of this Agreement, the employment of the Executive
hereunder shall be for an indefinite term.
2. REMUNERATION
2.1 The salary payable to the Executive in the 1990 calendar year shall be
$130,000. In respect of each calendar year, the salary payable to the Executive
shall be as agreed by the parties from time to time. The salary payable to the
Executive pursuant hereto is herein referred to as "Salary". If the Executive is
employed during less than the entirety of any calendar year, his Salary for such
part of a year shall be the appropriate prorated portion of his Salary in
respect of the whole calendar year. The Salary of the Executive shall be paid in
arrears in equal bi-weekly instalments.
2.2 The Executive shall be reimbursed for all reasonable out-of-pocket
expenses actually and properly incurred in connection with the services
performed hereunder. For all such expenses, the Executive shall furnish to the
Corporation statements and vouchers as and when required by it.
3. BENEFITS
3.1 The terms and conditions of the employment of the Executive hereunder
respecting participation by the Executive in the Imax Registered Pension
Investment Plan (the "Pension Plan"), participation by the Executive in all
group life, medical, disability and other insurance plans of the Corporation
(collectively the "Insurance Plans") shall be such
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terms and conditions as are applicable from time to time to other senior
executives of the Corporation in comparable positions to that of the Executive.
3.2 The Executive shall be entitled to four (4) weeks' vacation with pay in
each calendar year, to be taken in accordance with the Corporation's vacation
policy in effect from time to time.
4. TERMINATION
4.1 The employment of the Executive may be terminated only in the following
manner:
(a) at any time, by notice in writing from the Corporation to the Executive,
for just cause. For the purposes of this Agreement, just cause shall
include any one or more of the following events:
(i) if the Executive breaches any of the material terms or
provisions of his employment and such breach has not been
remedied within 30 days after written notice specifying such
breach has been given to the Executive by the Corporation; or
(ii) if the Executive has been guilty of wilful misconduct or wilful
neglect of duty, or has been materially negligent in the
performance of the duties provided for herein; or
(iii) if the Executive has wilfully and knowingly disobeyed any
reasonable order or instruction communicated in writing by the
Board of Directors or the President and CEO of the Corporation;
or
(iv) if the Executive has committed any act of dishonesty affecting
the Corporation; or
(b) by three months' notice in writing from the Corporation to the
Executive, in the event that the Executive is missing and presumed dead
or fails, by reason of illness or mental or physical disability or
incapacity, for any six consecutive calendar months in any 12-month
period or for 12 months in the aggregate in any 24-month period, to
provide the services required hereunder; or
(c) if the Executive has died, automatically upon his death; or
(d) at any time, by notice in writing from the Executive to the Corporation,
if the Corporation breaches any of the material terms or provisions of
this Agreement and such breach is not remedied within 30 days after
written notice specifying such breach has been given to the Corporation
by the Executive; or
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(e) at any time, for any reason (including, without limitation, by reason of
circumstances constituting constructive dismissal of the Executive), by
notice in writing given to the Corporation by the Executive, effective
at such time as shall be stated in such notice, which (except in the
case of constructive dismissal of the Executive) shall be not less than
30 days following the date of such notice or, if no such time is
specified therein, as is 30 days following the date of such notice; or
(f) at any time, for any reason, by notice in writing given to the Executive
by the Corporation, effective at such time as shall be stated in such
notice.
The effective date of any termination of the employment of the Executive is
referred to herein as the "Termination Date".
4.2 Upon any termination of the employment of the Executive pursuant to
subclauses 4.1(a), (b), (c) or (e) (other than termination pursuant to subclause
4.1(e) in the circumstances referred to in clause 4.3), the Corporation shall
pay to the Executive or his legal personal representatives, as soon as is
reasonably practicable, Salary calculated to the Termination Date, together with
such other amounts (if any) as are owing to the Executive as at the Termination
Date in respect of his employment. The Executive acknowledges that upon any such
termination of his employment, he or his legal personal representatives shall
have no claim for the payment of any further or other Salary, compensation or
other remuneration whatsoever in respect of such termination.
4.3 Following any termination of the employment of the Executive pursuant to
subclauses 4.1(d) or (f), or pursuant to subclause 4.1(e) in circumstances
constituting constructive dismissal of the Executive or at any time within one
year following a Change of Control (as defined in clause 6.1) the Corporation,
in addition to paying Salary to the Executive calculated to the Termination
Date, together with such other amounts (if any) as are owing to the Executive as
at the Termination Date, shall continue to pay Salary to the Executive until the
earlier to occur of: (i) the Executive securing reasonably comparable
alternative employment; and (ii) the date (the "Final Payment Date") which is 9
months following the Termination Date. The Executive agrees to use his best
efforts to secure reasonably comparable alternative employment upon any such
termination of his employment hereunder and shall forthwith give notice to the
Corporation in writing when he has secured such reasonably comparable
alternative employment. Upon the Executive securing such reasonably comparable
alternative employment prior to the Final Payment Date, the Corporation shall
pay to the Executive an amount equal to one-half the amount which would
otherwise be payable by the Corporation to the Executive from such, date of
securing reasonably comparable alternative employment to the Final Payment
Date. During such period following the Termination Date as the Corporation
continues to pay Salary to the Executive in accordance herewith, it shall
continue coverage under the Insurance Plans (other than long-term disability)
for the benefit of the Executive, but all rights of the Executive to continued
contributions under the Pension Plan and long-term disability coverage shall
cease upon the Termination Date. The parties hereby acknowledge and
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confirm that the foregoing arrangements are reasonable compensation to the
Executive for any such termination of his employment hereunder by the
Corporation in lieu of notice thereof. Accordingly, upon any termination of his
employment in accordance with the provisions hereof, the Executive acknowledges
that he shall have no claim whatsoever arising out of the termination of his
employment hereunder for damages or other Salary, compensation or remuneration
whatsoever, except for payment of Salary to the extent specifically hereinbefore
provided for.
5. PURCHASE OF SHARES
5.1 Upon execution of this Agreement and upon the terms and conditions
hereof, the Executive may subscribe for and purchase up to 5,000 common shares
of the Corporation at a purchase price of $1.00 per share and up to 5,000 common
shares of the Corporation at a purchase price of $5.00 per share (herein
referred to as "Shares"). If so requested by the Executive, the Corporation
shall loan the full purchase price for the Shares to the Executive upon
execution of the Loan Agreement and the Trust Agreement attached as Schedules
"A" and B" hereto, respectively. In each of the six (6) calendar years
commencing on December 31, 1991, the Executive shall repay to the Corporation a
portion of the Loan equal to five percent (5%) of the principal amount thereof,
with the balance falling due and being repaid not later than December 31, 1997.
If the Corporation advances a Loan to the Executive, as aforesaid, he shall be
deemed to have directed the Corporation to apply the proceeds of such Loan to
the payment of the purchase price for the Shares and such purchase price shall
be paid and satisfied accordingly.
6. Sale of Shares
6.1 In this Article 6, the following terms shall have the following
respective meanings:
(a) "Change of Control" means either of the following events:
(i) the sale of all or substantially all of the assets of the
Corporation; or
(ii) any transaction whereby any person, together with affiliates and
associates of such person, or any group of persons acting in
concert, acquires more than 50% of the issued common shares of
the Corporation, or any transaction as a result of which common
shares constituting more than 50% in the aggregate of the issued
common shares of the Corporation cease to be held by persons
who are shareholders of the Corporation as at the date hereof,
or by affiliates or associates of such present shareholders;
(for the purposes of this definition, whether persons are affiliated or
associated shall be determined in accordance with the definitions of
"affiliate"
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and "associate" in the provisions of the Canada Business Corporations
Act, as such provisions may be amended, supplemented or replaced from
time to time);
(b) "Effective Date" shall have the meaning ascribed thereto in clause 6.4;
(c) "Fair Market Value" means the value per Share of the common shares of
the Corporation calculated as follows:
BOOK VALUE PER SHARE + (MULTIPLE X AVERAGE EARNINGS PER SHARE)
For the purposes of the above-mentioned calculation:
"Book Value per Share" means the book value of the net assets of the
Corporation (total common shareholders equity), divided by the number of
Shares of the Corporation outstanding, all as stated in the most recent
audited financial statements of the Corporation which number shall
always be greater than zero;
"Multiple" means the number used to capitalize earnings of the
Corporation and for the purpose of this calculation shall be as set out
in this table:
Prime Rate Multiple
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6.00% - 7.99% 4.50
8.00% - 9.99% 4.17
10.00% - 11.99% 3.83
12.00% - 13.99% 3.50
14.00% - 15.99% 3.17
16.00% - 17.99% 2.83
18.00% - 19.99% 2.50
Therefore, for example, if the prime rate was 13.5%, the multiple would
be 3.50;
Such prime rate, for purposes of this formula, shall be the average
prime rate in Canada for the 12 months preceding the most current
valuation date. Such rate to be determined by an average of the rates
charged by three banks: The Toronto-Dominion Bank, The Bank of Montreal
and The Royal Bank of Canada: and
"Average Earnings per Share" means the amount determined by multiplying:
(A) the Earnings per Share for the most recently audited
year by three;
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(B) the Earnings per Share for the immediately preceding
year by two; and
(C) the Earnings per Share for the year immediately
preceding the year referred to in (B) above by one;
and dividing the aggregate of the amounts in (A), (B) and (C) above by
six, which amount shall always be greater than zero.
"Earnings per Share" means the Earnings of the Corporation for the
relevant year, divided by the average number of Shares outstanding
during the said year;
"Earnings" means the audited net income of the Corporation, before tax,
increased or decreased by the amount of research and development
expenses and any other extraordinary or non-recurring items as set out
in the financial statements for the applicable financial years;
Notwithstanding the foregoing, such other method of valuation as may be
determined by the President, from time to time, may be used to calculate
Fair Market Value for the purpose of this Agreement provided such other
method or formula yields a value per Share which is not less than the
value determined above;
(d) "Gone Public" means, in reference to the Corporation, that either (i)
the Corporation has made a distribution of its shares to the public or
(ii) shares of the Corporation are listed or traded on a published
market (as such term is defined in the Securities Act (Ontario);
(e) "Loan" means any loan which has been made by the Corporation to the
Executive pursuant to Article 5 for the purpose of purchasing Shares;
and
(f) "Price Per Share" means, in respect of any Shares purchased by the
Executive, a price per Share calculated on the basis of the following
respective proportions of the purchase price per Share paid by the
Executive for such Shares ("Purchase Price") and Fair Market Value
(provided that, if the purchase and sale of the Shares held by the
Executive pursuant to clause 6.4 occurs by reason of the termination of
the employment of the Executive pursuant to clause 4.3, the Price Per
Share shall be Fair Market Value in respect of all such Shares):
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Year Price Per Share
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Year 1 Purchase Price
Year 2 80% Purchase Price + 20% Fair Market Value
Year 3 60% Purchase Price + 40% Fair Market Value
Year 4 40% Purchase Price + 60% Fair Market Value
Year 5 20% Purchase Price + 80% Fair Market Value
All years after Year 5 Fair Market Value
(Years 1 through 5 shall be determined on the basis of Year 1 being
1990.)
6.2 At all times at which the Corporation has not Gone Public, except as
specifically provided in Article 5 and clause 6.4, the Executive shall not,
except with the prior consent of the Board of Directors or the President and CEO
of the Corporation, which consent shall not be unreasonably withheld, sell
transfer, mortgage, charge, pledge or assign all or any part of his right, title
or interest in or to any Shares to any person.
6.3 The Executive acknowledges and agrees that the Executive shall, upon
request by the Corporation, execute any shareholders' agreement in effect from
time to time between the shareholders of the Corporation, with respect to all
Shares held by the Executive. At all times at which the Corporation has not Gone
Public, any and all certificates representing Shares shall have conspicuously
typed or otherwise written thereon a legend substantially to the following
effect:
"The shares represented by this certificate are
subject to certain restrictions on the right to
transfer, sell, assign, or otherwise deal with
the shares of Imax Systems Corporation represented
by this certificate, pursuant to its articles of
incorporation and certain agreements to which the
holder of such shares is a party. Notice of the
terms and conditions of such articles is hereby
given. Copies of such agreements are available for
inspection upon application to the Secretary of
Imax Systems Corporation."
6.4 If (i) the employment of the Executive is terminated for any reason, or
(ii) any interest in any Shares is claimed by any person other than the
Executive or any interest in any Shares is transferred or purportedly
transferred to any person other than the Executive (other than pursuant to the
provisions of Article 5 or as otherwise agreed by the Corporation), whether by
an order of any court, by operation of law or otherwise and the Corporation
elects, in its sole discretion, to require the sale of such Shares as a result
of such event (the December 31 following the date of such termination or other
event is hereinafter referred to as the "Effective Date"), if the Corporation
has not Gone Public at the Effective Date, the Corporation shall cause to be
purchased, by such purchaser as it may designate, and the Executive or his legal
personal representatives shall sell, all Shares held by the Executive or such
legal personal representatives as at the Effective Date (the "Purchased Shares")
for a purchase price, payable in cash, equal to the
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product obtained when (A) the Price Per Share is multiplied by (B) the number of
Shares held by the Executive or such legal personal representatives as at the
Effective Date. The purchase price for the Shares shall be paid at the Time of
Closing in respect of the purchase and sale of the Shares. If any portion of any
Loan remains outstanding at the Time of Closing, a portion of such purchase
price equal to such unpaid balance of such Loan shall be applied to the
repayment of such Loan and the Executive hereby irrevocably authorizes and
directs the Corporation to apply such purchase price to the repayment of such
Loan. The completion of the sale and purchase of the Purchased Shares pursuant
to this clause 6.4 shall be in accordance with the provisions of clause 6.5.
Notwithstanding the foregoing, the Corporation shall be under no obligation to
cause the Shares to be purchased if, as of the Effective Date, the Corporation
has become bankrupt or if it has been put into receivership or a trustee
appointed for the benefit of creditors.
6.5 The following provisions shall apply in respect of any purchase and sale
of Purchased Shares pursuant to clause 6.4 and shall also apply, mutatis
mutandis, to any purchase and sale of the Executive's Shares pursuant to the
provisions of any shareholders' agreement referred to in clause 6.3 and to any
sale of Shares pursuant to Article 5 (in which case, the date at which
obligations to sell and purchase such Shares arise shall be the Effective Date
and such Shares shall be the Purchased Shares for purposes of this clause 6.5):
(a) Forthwith following any Effective Date, the purchaser(s) shall notify
the Executive or his legal personal representatives, as the case may be
(the "vendor") in writing of a date and time for closing of the purchase
and sale of the Purchased Shares, which date shall be not earlier than
30 days nor more than 60 days after the date upon which such notice is
required to be given. The purchase and sale of the Purchased Shares
shall take place on the date and at the time set out in such notice and
shall take place at the head office of the Corporation. If no notice is
given as aforesaid establishing such date and time of closing, such date
shall be the last day which could be designated hereunder as such date
of closing (or the first business day immediately following such day if
such day is not a business day) and the time of closing shall be 10:00
a.m. (local time) on such date, provided, however, that the purchaser(s)
and the vendor may otherwise mutually agree upon such date and time (the
date and time determined in accordance with the foregoing shall be the
"Date of Closing" and the "Time of Closing" respectively).
(b) At the Time of Closing on the Date of Closing, the vendor shall deliver
to the purchaser(s) a certificate or certificates representing the
Purchased Shares, duly endorsed in blank for transfer, and the
purchaser(s) shall pay to the vendor the portion of the purchase price
payable at the Time of Closing.
(c) If the vendor is not represented at the place of closing at the Time of
Closing or is represented but fails for any reason whatsoever to produce
and deliver
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to the purchaser(s) the said certificate or certificates duly endorsed
in blank for transfer then the portion of the purchase price payable at
the Time of Closing shall be deposited into a special account at the
branch of the Corporation's bankers customarily used by the Corporation
in the name of the vendor. Such deposit shall constitute valid and
effective payment of such portion of the purchase price to the vendor
even though the vendor has voluntarily encumbered or disposed of any of
the Purchased Shares, and notwithstanding the fact that a certificate or
certificates for any of the Purchased Shares may have been delivered to
any pledgee, transferee or other person. In the event that any of the
Purchased Shares have been pledged or otherwise encumbered to any person
to secure obligations or indebtedness of the vendor, the purchaser(s)
may, at the option of the purchaser(s), in lieu of depositing such
portion of the purchase price as aforesaid, pay all or any part of such
portion of the purchase price to such pledgee or encumbrancer to the
extent required to discharge such obligations or indebtedness and
receive the certificates representing the Purchased Shares from such
pledgee or encumbrancer and deposit the remainder, if any, of such
portion of the purchase price as aforesaid.
(d) If a deposit and/or payment is made pursuant to subclause (c), then from
and after the Date of Closing, and even though the certificates
representing the Purchased Shares have not been delivered to the
purchaser(s), the purchase of the Purchased Shares shall be deemed to
have been fully completed, and all right, title, benefit and interest,
both at law and in equity, in and to the Purchased Shares shall be
conclusively deemed to have been transferred and assigned to and become
vested in the purchaser(s) and all right, title, benefit and interest,
both at law and in equity, of the vendor or of any transferee, assignee,
or any other person having any interest, legal or equitable, therein or
thereto, whether as a shareholder or creditor of the Corporation or
otherwise, shall cease and determine.
(e) The vendor shall be entitled to receive the portion of the purchase
price deposited with the bankers of the Corporation upon delivery to the
purchaser(s) of certificates evidencing the Purchased Shares, duly
endorsed in blank for transfer, and the balance of the purchase price
when payable in accordance with the terms of the purchase and sale.
(f) The vendor hereby irrevocably constitutes and appoints the purchaser(s)
and each of them a true and lawful attorney-in-fact and agent for, in
the name and on behalf of the vendor to execute and deliver in the name
of the vendor all such assignments, transfers, deeds and instruments as
may be necessary effectively to transfer and assign the Purchased
Shares, or any part thereof, to the purchaser(s), on the books of the
Corporation. Such appointment and power of attorney, being coupled with
an interest, shall not be revocable and shall not be terminated by the
insolvency, bankruptcy, incapacity or death of the vendor or otherwise
by operation of law and the vendor hereby ratifies
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and confirms and agrees to ratify and confirm all that the attorney may
lawfully do or cause to be done by virtue of the provisions
hereof.
(g) The vendor hereby irrevocably consents to any transfer of the Purchased
Shares made pursuant to the provisions hereof.
7. NON-COMPETITION
7.1 The Executive acknowledges that he will be entrusted with detailed
confidential information and trade secrets concerning the present and
contemplated techniques and modes of merchandising evolved and used in
connection with the Business and concerning the customers and clients of the
Business, their names, addresses and requirements and concerning employees of
the Business, the disclosure of any of which detailed confidential information
and trade secrets to competitors of the Corporation or to the general public
would be highly detrimental to the best interests of the Corporation. The
Executive further acknowledges and agrees that the right to maintain
confidential such detailed confidential information and trade secrets
constitutes a proprietary right which the Corporation is entitled to protect.
Accordingly, the Executive covenants and agrees with the Corporation:
(a) that he will not, except with the prior written consent of the
Corporation or in the course of his employment for the purposes of the
Business, at any time during his employment with the Corporation or
during the period of two years from the date of any termination of his
employment, disclose any of such detailed confidential information and
trade secrets with respect to the Business to any person or use the same
for any purposes other than those of the Corporation;
(b) that he will not, except with the prior written consent of the
Corporation, at any time during his employment with the Corporation or
during the period of two years from the date of any termination of his
employment, either individually or in partnership or jointly or in
conjunction with any person as principal, agent, shareholder, creditor,
employee, partner or in any other manner whatsoever carry on or be
engaged in or be concerned with or interested in or advise, lend money
to, guarantee the debts or obligations of or permit his name or any part
thereof to be used or employed by any person engaged in or concerned
with or interested in any business directly competitive with the
Business or any portion of the Business, anywhere in any country of the
world in which the Business or any portion of the Business is carried on
or is proposed to be carried on at any time during his employment with
the Corporation; and
(c) that he will not, except with the prior written consent of the
Corporation, at any time during his employment with the Corporation or
at any time during the period of two years from the date of any
termination of his employment:
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(i) contact, for the purpose of solicitation in connection with a
similar business, any person, firm, corporation or governmental
agency who is a customer of the Corporation in connection with
the Business at such date of termination; or
(ii) contact any employee or executive of the Corporation employed by
the Corporation at such date of termination in connection with
the Business for the purpose of offering him or her employment
with any person other than the Corporation.
7.2 If any covenant or provision herein is determined to be void or
unenforceable in whole or in part, it shall not be deemed to affect or impair
the validity of any other covenant or provision and subclauses (a), (b) and (c)
and paragraphs (i) and (ii) of subclause (c) of clause 7.1 hereof are declared
to be separate and distinct covenants. The Executive hereby agrees that all
restrictions in clause 7.1 are reasonable and valid and all defences to the
strict enforcement thereof by the Corporation are hereby waived by the
Executive. The Executive acknowledges that a violation of any of the provisions
of clause 7.1 will result in immediate and irreparable damage to the Corporation
and agrees that in the event of such violation the Corporation shall, in
addition to any other right to relief, be entitled to equitable relief by way of
temporary or permanent injunction and to such other relief as any court of
competent jurisdiction may deem just and proper.
8. GENERAL
8.1 The Executive acknowledges that he has obtained independent legal advice
in connection with the entering into of this Agreement.
8.2 Any notice in writing required or permitted to be given to the parties
hereunder shall be sufficiently given if delivered personally or mailed by
registered mail, postage prepaid, addressed:
To ISC: IMAX SYSTEMS CORPORATION
Attn: Legal Department
00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X lN1
To Executive: XX. XXXX X XXXXXXX
00 Xxxxxxxx Xxx. Xxxx
Xxxxxxx, Xxxxxxx, X0X 0X0
Either party hereto may change its address for the giving of notice from time to
time by notice given in accordance with the foregoing provisions.
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8.3 This Agreement shall be construed and interpreted in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable
therein. Each of the parties hereby irrevocably attorns to the jurisdiction of
the courts of the Province of Ontario.
8.4 In this Agreement, "person" means and includes an individual, a firm, a
corporation, a syndicate, a partnership, an association, a joint venture and
every other legal or business entity whatsoever. Where used herein, words
importing the singular number only shall include the plural and vice-versa and
words importing the use of any gender shall include all genders.
8.5 The headings of the subdivisions of this Agreement are inserted for
convenience of reference only and shall not affect the meaning or construction
hereof.
8.6 This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject-matter hereof. There are not and shall not be
any oral statements, representations, warranties, undertakings or agreements
between the parties and this Agreement may not be amended or modified in any
respect except by written instrument signed by the parties hereto.
8.7 The provisions of this Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs, legal personal
representatives, successors and permitted assigns. The Executive may not assign,
whether voluntarily or involuntarily, any of his rights or benefits under this
Agreement or delegate any of his duties or obligations hereunder, except with
the prior written consent of the Corporation.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
)
/s/ G. Xxxx Xxxx ) /s/ Xxxx X. Xxxxxxx
) ---------------------------------
XXXX X. XXXXXXX
IMAX SYSTEMS CORPORATION
By /s/ Xxxx Xxxxxxxxxxx
-------------------------------
Xxxx Xxxxxxxxxxx
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HEAD OFFICE TECHNOLOGY CENTRE
38 Xxxxxxxx St., Toronto, ONTARIO, Canada X0X 0X0 0000 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx
Telephone: (000) 000-0000 Xxxxxxxxxxx, Xxxxxxx, Xxxxxx 15K 1B1
Fax: (000) 000-0000 Telephone: (000) 000-0000 Fax: (000) 000-0000
IMAX CORPORATION
Mr. Xxxx Xxxxxxx Xxxxxxx, Xxxxxxx
64 Xxxxx Road August 31, 1992
Xxxxxxx, Xxxxxxx
X0X 0X0
Dear Xxxx:
As you are aware, the Board of Directors confirmed your appointment as Vice
President, Finance, of Imax Corporation some time ago.
Effective January 1, 1992, your salary was increased to $140,000 per annum. In
addition, you are allowed to lease a company vehicle in the amount of $750 per
month, plus taxes and insurance. The company will pay all operating and
maintenance costs, based on expense account submissions.
I also confirm that the final payment date referred to in Paragraph 4.3 of your
Employment Agreement will be changed to "12 months following the termination
date".
In order to confirm the above, please sign below to indicate your acceptance and
the ongoing validity of your Employment Agreement.
Yours truly,
/s/ Xxxxxx Xxxx
Xxxxxx Xxxx
President & CEO
Accepted by:
/s/ Xxxx Xxxxxxx September 2, 1992
----------------------------------- ----------------------
Xxxx Xxxxxxx Date
