SECOND AMENDING AGREEMENT
This Amendment to Employment Agreement dated and effective as of January 1, 2004
(the "Amending Agreement") is made between:
IMAX CORPORATION, a corporation incorporated under the laws of Canada
(hereinafter referred to as the "Company"),
And
XXXXXX X. XXXXXX (the "Executive")
WHEREAS, the Company wishes to enter into this Second Amending Agreement to
amend and extend the Employment Agreement dated as of May 17, 1999, between Imax
Ltd, the Company and Executive (the "Agreement") and the Amending Agreement
dates as of April 4, 2001 (the "Amending Agreement"), whereunder the Executive
provides services to the Company, and the Executive wishes to so continue such
engagement, as hereinafter set forth;
AND WHEREAS, on January 1, 2001 Imax Ltd. assigned all of its rights and
obligations pursuant to the Agreement to the Company, and the Executive has
consented to such assignment;
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 1.1 of the Agreement shall be amended by the addition of the
following language:
"Effective October 1, 2001 the Executive shall serve as the Executive Vice
President, Business and Legal Affairs and General Counsel."
2. Section 1.3 of the Agreement shall be deleted and replaced with the
following:
"Section 1.3 TERM OF EMPLOYMENT. The Employee's employment under this Agreement
commenced on the 17th day of May, 1999 (the "Commencement Date") and shall
terminate on the earlier of (i) June 30, 2006, or (ii) the termination of the
Employee's employment pursuant to this Agreement. The period commencing as of
the Commencement Date and ending on June 30, 2006 or such later date to which
the term of the Employee's employment under this Agreement shall have been
extended is hereinafter referred to as the "Employment Term."
3. Section 2.1 of the Agreement shall be deleted and replaced with the
following:
"Section 2.1 BASE SALARY. Effective January 1, 2004, the Executive's Base Salary
shall be US$ 275,000. The co-CEO's (or their successor(s)) and the Executive
shall revisit the Executive's Base Salary on January 1, 2005 and January 1,
2006."
-2-
4. Section 2.2 of the Agreement shall be amended by the addition of the
following language:
Effective as of January 1, 2004, and applicable to the Management Bonus paid in
respect of fiscal 2004 and thereafter, Executive's target annual bonus pool
eligibility shall be increased to 35% of his Base Salary in any year, which will
entitle the Executive to earn a bonus, according to the terms of the bonus plan,
of up to 52.5% of his Base Salary, subject to the foregoing provisions regarding
changes to the plan.
Except as amended herein, all other terms of the Agreement and Amending
Agreement shall remain in full force, unamended.
IN WITNESS WHEREOF, the Company and the Executive have duly executed and
delivered this Amending Agreement on this ______ day of December, 2003.
IMAX CORPORATION
By: "Xxxx X. Xxxxxxxx"
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Sr. Vice President, Administration
& Human Resources
By: "Xxxxxxx X. Xxxxxxx"
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Co-Chief Executive Officer
SIGNED, SEALED AND DELIVERED EXECUTIVE:
in the presence of:
"Xxxx Xxxxx" "Xxxxxx X. Xxxxxx"
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Witness Xxxxxx X. Xxxxxx
