Attached files
file | filename |
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EX-31.1 - EX-31.1 - IMAX CORP | o63931exv31w1.htm |
EX-31.2 - EX-31.2 - IMAX CORP | o63931exv31w2.htm |
EX-32.1 - EX-32.1 - IMAX CORP | o63931exv32w1.htm |
EX-32.2 - EX-32.2 - IMAX CORP | o63931exv32w2.htm |
10-Q - FORM 10-Q - IMAX CORP | o63931e10vq.htm |
EX-10.32 - EX-10.32 - IMAX CORP | o63931exv10w32.htm |
IMAX CORPORATION
Exhibit 10.31
Exhibit 10.31
SECOND AMENDING AGREEMENT
This Amendment to Employment Agreement dated as of April 29, 2010 (the Amending Agreement) is
made between:
IMAX CORPORATION, a corporation incorporated under the laws of Canada (hereinafter referred to as
the Company),
and
GREG FOSTER, of the City of Los Angeles in the State of California
(the Employee),
(the Employee),
WHEREAS, the Company wishes to enter into this Amending Agreement to amend and extend the
Employment Agreement dated as of March 1, 2006 between the Company and Employee as modified and
amended by the First Amending Agreement dated December 31, 2007 (together, the Agreement),
whereunder the Employee provides services to the Company, and the Employee 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 follows:
1. Section 1.3 of the Agreement shall be deleted and replaced with the following:
Section 1.3 Term of Employment. The Employees employment with the Company
commenced on the 19th day of March, 2001 (the Commencement Date) and shall terminate on the
earlier of (i) July 1, 2013, or (ii) the termination of the Employees employment pursuant to this
Agreement. The period commencing as of the Commencement Date and ending on July 1, 2013 or such
later date to which the term of the Employees employment under this Agreement shall have been
extended is hereinafter referred to as the Employment Term.
2. Section 2.2 of the Agreement shall be deleted and replaced with the following:
Section 2.2 Bonus. In addition to the Base Salary, the Employee shall continue to
be entitled to participate in the management bonus plan of the Company which applies to senior
executives of the Company. The Employee will be eligible, subject to the terms of the plan, to
receive a bonus (the Management Bonus) for the applicable year which is typically paid in March
of each year. Notwithstanding the foregoing, the Employee shall receive a minimum bonus (the
Minimum Bonus) of $500,000 in connection with his employment in 2010 (prorated), 2011 and 2012
3. Section 2.3.1 of the Agreement shall be deleted and replaced with the following:
Section 2.3.1 Incentive Compensation. As soon as practicable following the execution
of this Amending Agreement, the Employee shall be granted non-qualified options (the Options) to
purchase 600,000 shares of common stock of the Company (the Common Shares), subject to the
approval by the Companys Board of Directors and vested according to the following schedule:
200,000 Options shall vest on each of July 1, 2011, July 1, 2012 and July 1, 2013. The Options
granted hereunder shall be subject to the terms and conditions of the IMAX Stock Option Plan
(SOP) and the stock option agreement to be entered into between the Company and the Employee
pursuant to, and in accordance with, the terms of the SOP. The vesting of all Options 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.
4. Section 2.3.3 of the Agreement shall be deleted and replaced with the following:
Section 2.3.3 Life Insurance. (a) As soon as practicable and for the duration of the
Employment Term the Company shall take out and pay premiums on a term life insurance policy or
policies in the aggregate amount of $3,000,000 for the benefit of a beneficiary (or beneficiaries)
designated by the Employee.
(b) In addition to the policy referred to in Section 2.3.3 (a) above, as soon as practicable, the
Company will arrange for a whole life insurance policy in the amount of $5,000,000 for the benefit
of a beneficiary designated by the Employee. All premiums on this policy will be paid by the
Company over the three (3) year term of this Agreement The Company agrees that it will work with
the Employee, in good faith, to structure premium payments on this policy to be most tax effective
to the Employee, provided there is no additional cost to the Company. The policy may only be
terminated by the Employee if he is terminated by the Company without cause or if the Agreement is
not renewed by the Company at the end of the Employment Term. The policy may only be terminated by
the Company if the Employees employment is terminated for cause. At the end of the Employment
Term, there will be no further premiums owing on the policy.
5. The Company agrees that it will continue to use its best efforts to ensure that the Employee is
invited to attend regularly scheduled meetings of the Board of Directors of the Company to the
extent that the Employees attendance is agreeable to the Board and is not inconsistent with good
corporate governance. The Employee understands and accepts that there may be meetings, or portions
of meetings, where his attendance would be inappropriate and that he will not attend on these
occasions.
6. The Company agrees to reimburse the Employee for tuition and his reasonable expenses incurred in
connection with his attendance at an executive MBA program of his choice in the US during the
Employment Term.
Except as amended herein, all other terms of the Agreement shall remain in full force, unamended.
IN WITNESS WHEREOF, the Company and the Employee have duly executed and delivered this Amending
Agreement on this 29th of April, 2010.
IMAX CORPORATION |
||||
By: | /s/ G. Mary Ruby | |||
Name: | G. Mary Ruby | |||
Title: | Exec. VP Corporate Services, & Corporate Secretary | |||
By: | /s/ Ed MacNeil | |||
Name: | Ed MacNeil | |||
Title: | Senior Vice President, Finance | |||
SIGNED, SEALED AND DELIVERED
|
EMPLOYEE: | |
in the presence of: |
||
/s/ Eduardo Oboza
|
/s/ Greg Foster | |
Witness Eduardo Oboza |
Greg Foster |