IMAX CORPORATION
EXHIBIT 10.12
AMENDING AGREEMENT
This Amendment to Employment Agreement dated and effective as of August 8, 2002
(the "Amending Agreement") is made between:
IMAX CORPORATION, a corporation incorporated under the laws of Canada
(hereinafter referred to as the "Company"; the Company and its subsidiaries and
affiliates collectively referred to as "Imax"),
And
▇▇▇▇ ▇▇▇▇▇▇ (the "Executive")
WHEREAS, the Company wishes to enter into this Amending Agreement to amend and
extend the Employment Agreement dated as of March 9, 2001, between Imax
Corporation and Executive (the "Agreement"), whereunder the Executive provides
services to the Company, and the Executive 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 Employee's employment under this Agreement
commenced on March 19, 2001 (the "Commencement Date") and shall terminate on the
earlier of (i) March 18, 2005, or (ii) the termination of the Employee's
employment pursuant to this Agreement. The period commencing as of the
Commencement Date and ending on March 18, 2005 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"."
2. Section 2.1 of the Agreement shall be deleted and replaced with the
following:
"Section 2.1 Base Salary. Effective March 19, 2003, the Executive's Base Salary
shall be US$ 400,000. Effective March 19, 2004, the Executive's Base Salary
shall be US$ 425,000."
3. Section 2.2 of the Agreement shall be modified by the addition of the
following language.
"The Executive's Minimum Bonus in respect of the third year of the Agreement
shall be $ 200,000. Thereafter, the Executive's Bonus shall be subject to the
discretion of the co-CEOs, provided however that in the event that the Agreement
is not renewed, the Executive's Minimum Bonus in respect of the fourth year of
the Agreement shall be US$ 100,000."
4. Section 2.4.1 of the Agreement shall be amended by the addition of the
following:
"Effective as soon as practicable after the signing of the Amending Agreement,
the Executive shall be granted non-qualified options to purchase 100,000 shares
of common stock of IMAX Corporation. The options shall vest as to 50% on the
second anniversary date of the grant and 50% on the third anniversary date of
the grant. Effective March 18, 2003, the Executive shall be granted options to
purchase 50,000 shares of common stock of IMAX Corporation, which shall vest
subject to certain performance criteria."
-2-
Except as amended herein, all terms of the 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 5th day of September, 2002
IMAX CORPORATION
By: "▇▇▇▇ ▇▇▇▇▇▇▇▇"
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
Human Resources & Administration
By: "G ▇▇▇▇ ▇▇▇▇"
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Name: G. ▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
Legal Affairs & Corporate Secretary
SIGNED, SEALED AND DELIVERED EXECUTIVE:
in the presence of:
"▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇" "▇▇▇▇ ▇▇▇▇▇▇"
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Witness ▇▇▇▇ ▇▇▇▇▇▇