January 22, 1997
Xx. Xxxxxxx X. XxXxxxxxx
00 Xxx Xxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
X.X.X.
Dear Xx. XxXxxxxxx:
Reference is made to the letter agreement (the "Employment
Agreement") dated September 15, 1995 between Cineplex Odeon
Corporation ("Cineplex") and you.
This letter will confirm that the Employment Agreement has been
extended from January 1, 1997 to December 31, 1998 and that the
base salary referred to in paragraph 3(a) has been increased to
$225,000 U.S. per annum effective January 1, 1997.
In all other respects, Cineplex and you agree that the terms and
conditions of the Employment Agreement are hereby confirmed and
ratified without amendment and remain in full force and effect.
Yours very truly,
CINEPLEX ODEON CORPORATION
Xxxxxxx Xxxxxx
By:______________________________
Xxxxxxx Xxxxxx
Executive Vice President,
Corporate Affairs
AGREED TO AND ACCEPTED this day of January, 1997.
Xxxxxxx XxXxxxxxx
_________________
Xxxxxxx XxXxxxxxx
September 15, 1995
Xx. Xxxxxxx X. XxXxxxxxx
00 Xxx Xxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
X.X.X.
Dear Xx. XxXxxxxxx:
This letter will serve to confirm our recent discussions regarding
your continuing employment arrangements with Cineplex Odeon
Corporation ("Cineplex") as follows:
1. Employment and Services: Cineplex has agreed to cause Xxxxx
Theatres, Inc. to continue your employment and you have agreed to
perform your full-time services as Senior Vice President, U.S. Film
upon the terms and conditions hereinafter set forth. You will
perform such services as required from time to time by, and you
shall be required to report directly to, the Chief Executive
Officer of Cineplex or to such other senior executive of Cineplex
as the Chief Executive Officer may designate.
2. Term: The term of this agreement shall commence on September
11, 1995 (the "Effective Date") and continue until December 31,
1996 (the "Expiry Date").
3. Compensation:
(a) Base Salary: For your services rendered, Cineplex shall
pay you a base salary of $200,000.00 U.S. per annum or such
higher salary as may be determined by the Board of Directors
of Cineplex (the "Board") at a review to be held annually
(effective January 1st) or more frequently if the Board so
determines. Such salary shall be payable in equal instalments
on Cineplex's regular pay days, subject to the usual and
required employee payroll deductions and withholdings.
(b) Bonus: You acknowledge that the payment of bonuses in
any year is a matter in the sole discretion of the Board.
Cineplex confirms to you its existing policy that the question
of bonus payments will be considered by the Board at least
annually; bonuses may be paid in cash, Cineplex common shares
or a combination of the two; and that the decision as to
payment and amount will take into account primarily individual
performance, departmental performance and corporate
performance and may take into account such other secondary
factors as the Board deems appropriate. Any decision of the
Board with respect to the amount or form of a bonus, if any,
shall be final and binding upon you.
(c) Stock Options: In consideration of you agreeing to
continuing to be employed by Cineplex, you shall be granted on
the Effective Date options to acquire an additional 25,000
common shares of Cineplex subject to and in accordance with
the terms of Cineplex's existing stock option plan. You
acknowledge that the issuance of additional options is a
matter in the sole discretion of the Board. Cineplex confirms
to you its existing policy that the question of issuance of
stock options will be considered by the Board at least
annually. Subject to the terms of Cineplex's stock option
plan, as from time to time in effect, any decision of the
Board with respect to the quantity or terms of a stock option
grant, if any, will be final and binding on you.
4. Vacation: You shall be entitled to vacation with pay during
the term of this agreement in accordance with current Cineplex
vacation policy at the Effective Date, which shall in no event be
less than four weeks per annum.
5. Benefits: During the term of your employment hereunder:
(a) Cineplex shall reimburse you for your reasonable and
necessary business expenses in accordance with its then
prevailing policy (which shall include appropriate itemization
and substantiation of expenses incurred);
(b) You shall be entitled to participate in the benefit
plans referred to in Schedule "I" (or other substantially
similar benefit arrangements offered to senior executives of
the Corporation); and
(c) You shall be entitled to a car allowance of 4.5% of your
Base Salary.
6. Termination by Cineplex: Cineplex may terminate your
employment hereunder:
(a) without notice for such cause as would entitle Cineplex
at law to terminate your employment without notice; or
(b) if you have suffered a disability which makes you
eligible to receive the maximum benefit payable under
Cineplex's long-term disability insurance plan.
7. Termination by You: Without waiving or prejudicing any other
rights or remedies which you might otherwise have against Cineplex,
you may terminate your employment hereunder at any time on not less
than 90 days' notice in the event that Cineplex reduces your Base
Salary or otherwise fails in any material respect to perform its
obligations hereunder, provided such notice is given within ninety
days of such reduction in Base Salary or failure to perform and
provided that your employment has not been otherwise terminated
pursuant to Paragraph 6.
8. Notices: All notices and other communications hereunder shall
be in writing and shall be given by hand delivery to the other
party or by register of certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to you: Xx. Xxxxxxx X. XxXxxxxxx
Cineplex Odeon Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
U.S.A.
If to Cineplex: Cineplex Odeon Corporation
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: President and Chief
Executive Officer
or to such other addresses either party shall have furnished to the
other in writing in accordance herewith. Notices and
communications shall be effective when actually received by the
addressee.
9. Successors: This agreement shall enure to the benefit of and
be binding upon Cineplex and its successors and assigns.
10. Severability, Entire Agreement and Amendments: This agreement
sets forth the entire understanding between us. There are no
terms, conditions, representations, warranties or covenants other
than those contained herein. The invalidity or unenforceability of
any provision of this agreement shall not effect the validity or
enforceability of any other provision of this agreement.
11. Cineplex Code of Conduct and Confidentiality: Attached hereto
and made a part of this agreement is a draft of the Cineplex Code
of Conduct and Confidentiality. You confirm that you have read,
understood, and will comply with such Code of Conduct and
Confidentiality, and any amendments thereto which you receive, such
amendments to be consistent with the tenure of the current Code of
Conduct and Confidentiality and not in violation of public policy.
12. Governing Law: This agreement shall be governed by and
construed in accordance with the laws of the State of California.
Yours very truly,
CINEPLEX ODEON CORPORATION
By: Xxxxxxx Xxxxxx
AGREED TO AND ACCEPTED this 21st day of September, 1995.
Xxxxxxx XxXxxxxxx
_________________
Xxxxxxx XxXxxxxxx
