Exhibit 10.8
December 22, 1999
Xx. Xxxxxxx X. Xxxxxx
1340 Xxxx'x Passage
Xxxxxxxx, Xxxxxxx
X0X 0X0
Dear Xxxxxxx:
This letter will confirm the agreement we have recently reached in connection
with your ongoing employment with Imax Corporation ("Imax") from August 1, 1999
up to and including April 30, 2001. This letter will constitute an amendment of
your employment agreement (the "Agreement") dated January 16, 1991 and confirm
all provisions of the Agreement, except as may be amended by this letter.
1. Term of Employment
In consideration of the agreements herein, you agree that your employment with
Imax will terminate on April 30, 2001, or such earlier date as Imax may
determine (the "Employment Term").
2. Compensation
(a) Base Salary
You will be paid an annual base salary US$225,000 ("Base Salary") up to and
including the date of which your employment terminates. Your Base Salary shall
be converted to Canadian dollars at an exchange rate to be fixed on the last
trading day of December of each calendar year of your employment. The exchange
rate for 1999 will be US$1.00 equals CDN$1.53.
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(b) Bonus
You shall continue to participate in the Imax Management Bonus Plan (as such
Plan may be amended from time to time) and your target annual bonus shall be 25%
of your Base Salary.
(c) Stock Options
Stock options which have been granted to you under the Imax Corporation Stock
Option Plan (the "Plan") shall continue to vest, subject to applicable law, in
accordance with the terms of the various stock option agreements entered into
between you and Imax. In consideration of the agreements herein, Imax shall
permit the options to continue to vest beyond the termination of your
employment. Such options shall be exercisable up to and including the date
which is ten (10) years from the date of each grant, as defined in the Plan.
(d) Termination Without Cause
In the event that Imax terminates your employment without cause before April 30,
2001, Imax shall continue to pay the Base Salary, your automobile allowance and
your 25% target bonus (on a pro rated basis) and shall continue to provide
employment benefits (to the extent paid for by the Company as at the date of
termination) and subject to the consent of the applicable insurers, up to
including April 30, 2001 (the "Severance Period"). You agree that Imax may
deduct from any payment of Base Salary, the benefit plan contributions which are
to be made by you during this period. In addition you agree that you will have
no further right to receive any other compensation or benefits after such
termination of your employment except as are necessary under the terms of
applicable benefit plans or programs of Imax or as required by applicable law.
All payments made to you hereunder shall be deemed to include all termination
severance pay to which you are entitled pursuant to applicable statute and
common law. The date of termination under this paragraph 2(d) shall be the date
specified in the written notice from Imax.
(e) Retirement Benefits
During the Employment Term, you shall be entitled to receive all of your current
health and welfare benefits, including health, dental, short term disability,
long term disability and life insurance benefits.
Should you become disabled during the Employment Term, you shall continue to
receive the Stock Option benefits outlined in Section (c) above.
Effective April 30, 2001, you shall be entitled to receive retirement benefits
offered by Imax's benefit provider as outlined to you, notwithstanding the
minimum age requirement.
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3. Non-Solicitation, Confidentiality and Non-Competition
You agree to be bound by the terms of the Non-Solicitation, Confidentiality,
Non-Competition provisions attached as Schedule "A" to this letter.
If you are in agreement with all of the foregoing, kindly execute the enclosed
copy of this letter and return to the undersigned at your earliest convenience.
Yours very truly,
IMAX CORPORATION
Per: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President,
Legal Affairs & General Counsel
Per: /s/ G. Xxxx Xxxx
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Name: G. Xxxx Xxxx
Title: Vice President, Legal Affairs
AGREED AND ACCEPTED
As of the 22 day of December, 1999.
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/s/ Xxxxxxx X. Xxxxxx
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Schedule A
NON-SOLICITATION, CONFIDENTIALITY, NON-COMPETITION
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1. Non-solicitation. For so long as Xxxxxxx X. Xxxxxx (the "Executive") is
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employed by Imax or receiving payment therefrom and continuing for two
years thereafter, notwithstanding whether the Executive's employment is
terminated with or without Cause or whether the Executive resigns, the
Executive shall not, without the prior written consent of Imax, directly or
indirectly, for the Executive's own benefit or the benefit of any other
person, whether as a sole proprietor, member of a partnership, stockholder
or investor (other than a stockholder or investor owning not more than a 5%
interest), officer or director of a corporation, or as a trustee,
executive, associate, consultant, principal or agent of any person,
partnership, corporation or other business organization or entity other
than Imax: (x) solicit or endeavour to entice away from Imax, any person or
entity who is, or, during the then most recent 12-month period, was
employed by, or had served as an agent or consultant of Imax; or (y)
solicit, endeavour to entice away or gain the custom of, canvass or
interfere with Imax's relationship with any person or entity who is, or was
within the then most recent 12-month period, a supplier, customer or client
(or reasonably anticipated to become a supplier, customer or client) of
Imax and with whom the Executive had dealings during his employment with
Imax. The Executive confirms that all restrictions in this Paragraph are
reasonable and valid and waives all defences to the strict enforcement
thereof.
2. Non-Competition For so long as the Executive is employed by Imax or
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receiving payment hereunder and continuing for a period of two years after
the date of the termination of the employment of the Executive with Imax,
notwithstanding whether the Executive's employment is terminated with or
without Cause or whether the Executive resigns, the Executive shall not,
without the prior written consent of Imax, directly or indirectly anywhere
within Canada, the United States, Europe or Asia, as a sole proprietor,
member of a partnership, stockholder or investor (other than a stockholder
or investor owning not more than a 5% interest), officer or director of a
corporation, or as a trustee, Executive, associate, consultant, principal
or agent of any person, partnership, corporation or other business
organization or entity other than Imax, render any service to or in any way
be affiliated with a competitor (or any person or entity that is, at the
time the Executive would otherwise commence rendering services to or
become, affiliated with such person or entity, reasonably anticipated to
become a competitor) of
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Imax (a "Competitor"), which is engaged or reasonably anticipated to become
engaged in designing or supplying large format theatres, designing or
distributing projection or sound systems for large format theatres,
designing or supplying digital or other electronic film, projection systems
(regardless of image delivery system used) or sound technology, designing
or supplying motion simulation attractions or producing or distributing
films specifically for theatres or motion simulation attractions which use
the technology or competitive technology to that referred to above. The
Executive confirms that all restrictions in this Paragraph are reasonable
and valid and waives all defenses to the strict enforcement thereof.
3. Confidentiality. The Executive covenants and agrees with Imax that he will
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not at any time during employment hereunder or thereafter up to and
including the date on which options granted to him by Imax under the Imax
Corporation Stock Option Plan terminate, except in performance of his
obligations to Imax hereunder or with the prior written consent of the
senior operation officer of Imax, directly or indirectly, disclose or use
any secret or confidential information that he may learn or has learned by
reason of his association with Imax. The term "confidential information'
includes information not previously disclosed to the public or to the trade
by Imax's management, or otherwise in the public domain, with respect to
Imax's products, facilities, applications and methods, trade secrets and
other intellectual property, systems, procedures, manuals, confidential
reports, product price lists, customer lists, technical information,
financial information, business plans, prospects or opportunities, but
shall exclude any information which (i) is or becomes available to the
public or is generally known in the industry or industries in which Imax
operates other than as a result of disclosure by the Executive in violation
of his agreements under this Paragraph 3 or (ii) the Executive is required
to disclose under any applicable laws, regulations or directives of any
government agency, tribunal or authority having jurisdiction in the matter
or under subpoena or other process of law. The Executive confirms that all
restrictions in this Paragraph 3 are reasonable and valid and waives all
defences to the strict enforcement thereof.
4. Exclusive Property. The Executive confirms that all confidential
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information is and shall remain the exclusive property of Imax. All
business records, papers and documents regardless of the form of their
records kept or made by Executive relating to the business of Imax shall be
and remain the property of Imax, and shall be promptly returned by the
Executive to Imax upon any termination of employment.
5. Injunctive Relief. Without intending to limit the remedies available to
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Imax, the Executive acknowledges that a material breach of any of the
covenants contained herein will result in material and irreparable injury
to Imax for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the
event of such a breach or threat thereof, Imax
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shall be entitled to seek a temporary restraining order and/or a
preliminary, interim or permanent injunction restraining the Executive from
engaging in activities prohibited herein or such other relief as may be
required specifically to enforce any of the covenants herein. The
Executive waives any defences to the strict enforcement by Imax of the
covenants contained herein. If for any reason it is held that the
restrictions hereunder are not reasonable or that consideration therefor is
inadequate, such restrictions shall be interpreted or modified to include
as much of the duration and scope identified herein as will render such
restrictions valid and enforceable.
6. Representation. The Executive represents and warrants that he is not
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subject to any non-competition covenant or any other agreement with any
party which would in any manner restrict or limit his ability to render the
services required of him hereunder.
