IMAX CORPORATION
EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement dated and effective as of July 15, 1997 (the
"Agreement"), is made between
70 MM INC.,
a corporation incorporated
under the laws of the State
of Delaware
(hereinafter referred to as "70MM")
OF THE FIRST PART
and
▇▇▇▇▇ ▇▇▇▇▇▇▇ KEIGHLEY
of the City of Markham in the
Province of Ontario
(hereinafter referred to as the "Executive")
OF THE SECOND PART
and
IMAX CORPORATION,
a corporation incorporated
under the laws of Canada
(hereinafter referred to as the "Imax Corporation")
(Imax Corporation, together with all its subsidiaries and affiliates are
hereinafter referred to as "Imax")
OF THE THIRD PART
WHEREAS, Imax Corporation and 70MM wish to enter into this Agreement to
engage the Executive to provide services to the 70MM, and the Executive wishes
to be so engaged, pursuant to the terms and conditions hereinafter set forth;
AND WHEREAS 70MM is an indirect wholly-owned subsidiary of Imax
Corporation;
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
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1. EMPLOYMENT AND DUTIES
1.1. Employment. 70MM hereby employs the Executive, and the Executive hereby
agrees to serve, as President of 70MM and Senior Vice President of Imax
Corporation and the Executive hereby accepts the foregoing employment, all on
the terms and conditions contained in this Agreement.
The Executive agrees to serve 70MM faithfully and to the best of his ability
under the direction of the "Senior Operating Officer" of Imax Corporation. The
Executive shall report to the "Senior Operating Officer" of Imax Corporation.
Senior Operating Officer shall mean Chief Operating Officer, Chief Executive
Officer, Vice Chairman or Chairman.
1.2. Exclusive Services. Except as may otherwise be approved in advance by
the President and/or the Senior Operating Officer of Imax Corporation, the
Executive shall devote his full working time throughout the Employment Term (as
defined in Section 1.3) to the services required of him hereunder. The Executive
shall render his services exclusively to 70MM during the Employment Term, and
shall use his best efforts, judgment and energy to improve and advance the
business and interests of Imax in a manner consistent with the duties of his
position.
1.3. Term of Employment. The Executive's employment under this Agreement
shall commence on the date hereof (the "Commencement Date") and shall terminate
on the earlier of (i) the fifth anniversary of the Commencement Date, or (ii)
termination of the Executive's employment pursuant to this Agreement. The period
commencing as of the Commencement Date and ending on the fifth anniversary of
the Commencement Date or such later date to which the term of the Executive's
employment under this Agreement shall have been extended is hereinafter referred
to as the "Employment Term". Executive agrees to notify Imax Corporation of his
desire to renew this Agreement, on terms and conditions to be negotiated, on or
before December 31, 2001. Imax Corporation agrees to advise Executive of its
intention to renew this Agreement on or before December 31, 2001.
1.4. Place of Employment. During the Employment Term the Executive will
principally work at 70MM's offices in Los Angeles and from time to time, as
requested or as required by circumstance, at Imax Corporation's main offices in
Mississauga and New York. It is anticipated that the Executive will spend some
portion of his time in Imax Corporation's Mississauga area offices, but in no
event will the Executive spend more than 180 days in Canada in any calendar year
during the Employment Term. The Executive shall spend the balance of his working
time in such location or locations as are necessary and appropriate for the
performance of the duties of the Executive, subject to the reasonable direction
of the Senior Operating Officer.
1.5. Reimbursement of Expenses. 70MM shall reimburse the Executive for
reasonable travel and other business expenses incurred by him in the fulfilment
of his duties hereunder in
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accordance with 70MM practices consistently applied. Without limitation, 70MM
shall pay, or reimburse the Executive for, reasonable accommodation costs for
the Executive in Toronto.
2. COMPENSATION
2.1. Base Salary. During the Employment Term, the Executive shall be paid a
base salary ("Base Salary") of US$212,405 in the first year of the Employment
Term, US$223,025 in the second year of the Employment Term, US$234,176 in the
third year of the Employment Term, US$245,885 in the fourth year of the
Employment Term and US$258,179 in the fifth year of the Employment Term, payable
no less frequently than monthly in accordance with 70MM's payroll practices. In
respect of any year in which the Executive is employed pursuant to this
Agreement less than the entirety of such year, the annual base salary of the
Executive for such part year as he is employed hereunder shall be reduced
proportionately based on the number of days he was actually employed hereunder.
2.2. Bonus. In addition to the Base Salary, for each year during the
Employment Term (excluding fiscal 2002), the Executive shall be entitled to be
paid and 70MM agrees to pay to the Executive a bonus of one-third of the
Executive's base salary for such year (pro-rated as necessary to reflect any
partial year worked) upon the attainment of the pre-tax profit threshold
established as detailed in paragraph 2.3 below. The Executive will be entitled
to be paid and 70MM agrees to pay to the Executive a further bonus for each year
(or portion thereof) during which the Executive has performed services hereunder
in an amount equal to 10% of the difference calculated by subtracting the pre
tax profit threshold established in Section 2.3 below from 70MM's profit before
taxes as confirmed by Imax's auditors for the financial year being considered.
This bonus will also be pro-rated as necessary to reflect a partial year worked.
Bonuses payable pursuant to these bonuses shall be calculated and paid not later
than April 30 of the following year.
2.3 Pre Tax Profit Threshold
Pre tax profit threshold for purposes of determining bonuses to be paid pursuant
to 2.2 above shall be as follows:
Pre tax Profit Threshold Applicable to Bonus
for Financial Year Ending Payments Due
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December 31, 1997 US$ 229,629 April 30, 1998
December 31, 1998 US$ 241,110 April 30, 1999
December 31, 1999 US$ 253,166 April 30, 2000
December 31, 2000 US$ 265,824 April 30, 2001
December 31, 2001 US$ 279,115 April 30, 2002
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3. EMPLOYEE BENEFITS
3.1. General. The Executive shall, during the Employment Term, receive
employee benefits including vacation time, medical benefits, disability and life
insurance, all at least consistent with those established by Imax Corporation
for its other key employees at a level commensurate with that of the Executive.
Without limitation, however, the Executive shall be entitled to the following
benefits:
(i) no less than five (5) weeks' paid vacation in the first year
of the Employment Term and in accordance with Imax
Corporation's policy for senior executives thereafter but in
any event no less than 5 weeks in any year of the Employment
Term;
(ii) business class air travel within North America and
internationally and the same class of travel enjoyed by
executives more senior than the Executive, when travelling
with these executives, subject to availability;
(iii) such audio/visual, computer, fax, cellular telephone, paging
services and other like equipment as may be necessary in
connection with the performance of the Executive's
responsibilities shall be made available to the Executive
including, without limitation, a personal computer and
necessary link-up equipment;
(iv) reimbursement for the expenses of obtaining or maintaining the
Executive's membership in the Society of Motion Picture and
Television Engineers and the expenses of any memberships which
in the reasonable opinion of the Executive are essential or
necessary to enable him to perform his duties hereunder; and
(iv) standard Imax benefits for U.S. resident employees.
3.2. Automobile. In addition to the Base Salary, 70MM shall pay the
Executive US $ 700 each month during the Employment Term as an allowance towards
the cost to the Executive of an automobile for business and personal use
(hereinafter referred to as the "Automobile Allowance"). In addition, the
Executive will be reimbursed in respect of all reasonable out-of-pocket
operating costs incurred in connection with such automobile.
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4. TERMINATION OF EMPLOYMENT
Definitions. As used in this Article 4, the following terms
have the following meanings:
(a) "Termination Payment" means each of the following amounts to
the extent that such amounts are due to be paid to and including the date upon
which the Executive's employment is terminated (i) Base Salary, (ii) Automobile
Allowance, (iii) unreimbursed business expenses, (iv) any amounts to be paid
pursuant to the terms of any benefit plans of 70MM in which the Executive
participates or pursuant to any policies of 70MM applicable to the Executive,
and (vi) any outstanding vacation pay calculated up to and including such date.
(b) "Without Cause" means termination of the Executive's
employment by 70MM other than for Cause (as defined in Section 4.2), death or
disability (as set forth in Article 5).
4.1. Termination without Cause.
4.1.1. General. Subject to the provisions of Sections 4.1.2, 4.1.3 and Article
6, if, prior to the expiration of the Employment Term, the Executive's
employment is terminated by 70MM Without Cause, 70MM shall pay the Termination
Payment then due to be paid within 30 days of the date of termination and shall
continue to pay the Executive the Base Salary, and the Automobile Allowance for
the duration of the Employment Term then remaining to a maximum of three (3)
years, (such period being referred to hereinafter as the "Severance Period")
either at such intervals as the same would have been paid had the Executive
remained in the active service of 70MM, or, at the option of 70MM, by immediate
payment to the Executive of the remaining Base Salary and Automobile Allowance
which would be payable during the Severance Period. Upon such termination, the
Executive shall also be entitled to continue to receive his employment benefits
at 70MM's expense (to the extent paid for by 70MM as at the date of
termination), other than those set forth in clauses 3.1 (ii) and (iii).
The Executive agrees that 70MM may deduct from any payment of Base Salary to be
made during the Severance Period the benefit plan contributions which are to be
made by the Executive during the Severance Period in accordance with the terms
of all benefit plans for the minimum period prescribed by law. The Executive
shall have no further right to receive any other compensation or benefits after
such termination of employment except as are necessary under the terms of the
employee benefit plans or programs of 70MM or as required by applicable law.
Payment of Base Salary and the Automobile Allowance and the continuation of the
aforementioned employee benefits during the Severance Period as outlined above
shall be deemed to include all termination and severance pay to which the
Executive is entitled pursuant to applicable statute law and common law. The
date of termination of employment Without Cause shall be the date specified in a
written notice of termination to the Executive.
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4.1.2. Fair and Reasonable The parties confirm that notice and pay in lieu of
notice provisions contained in Section 4.1.1 are fair and reasonable and the
parties agree that upon any termination of this Agreement Without Cause, the
Executive shall have no action, cause of action, claim or demand against 70MM or
Imax or any other person as a consequence of such termination other than to
enforce Section 4.1.1.
4.1.3. Conditions Applicable to the Severance Period. If, during the Severance
Period, the Executive breaches his obligations under Article 7 of this
Agreement, 70MM may, upon written notice to the Executive, terminate the
Severance Period and cease to make any further payments described in Section
4.1.1.
4.2. Termination for Cause; Resignation. At any time prior to the expiration
of the Employment Term the Executive's employment may be terminated by 70MM
immediately upon notice for Cause. If, prior to the expiration of the Employment
Term, the Executive's employment is terminated by 70MM for Cause, or the
Executive resigns from his employment hereunder, other than circumstances
constituting constructive dismissal, the Executive shall only be paid, within 15
days of the date of such termination or resignation, the Termination Payment,
then due to be paid. The Executive shall have no further right to receive any
other compensation or benefits after such termination or resignation of
employment, except as determined in accordance with the terms of the employee
benefit plans or programs of 70MM. The date of termination for Cause shall be
the date specified in a written notice of termination to the Executive. The date
of resignation shall be (i) the date specified in the written notice of
resignation from the Executive to 70MM, or if no date is specified therein, 10
days (not including a Saturday, Sunday or statutory holiday in Ontario, Canada)
after receipt by 70MM of such written notice or (ii) if no such notice is
delivered to 70MM, the date determined by the Senior Operating Officer of Imax
Corporation in good faith.
4.3. Cause. Termination for "Cause" shall mean termination of the
Executive's employment because of:
(i) the cessation of the Executive's ability to work legally in
Canada or the United States other than for reasons within the
Executive's reasonable control;
(ii) any act or omission that constitutes a material breach by the
Executive of any of his obligations under this Agreement;
(iii) the continued failure or refusal of the Executive to perform
the duties reasonably required of him as President of 70MM;
(iv) any material violation by the Executive of any Canadian or
United States Federal, provincial, state or local law or
regulation applicable to the business of 70MM or Imax, which
violation is injurious to the financial condition or business
reputation of 70MM or Imax, or the Executive's conviction of a
felony
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or commission of an indictable offense for which he is not
pardoned, or any perpetration by the Executive of a common law
fraud; or
(v) any other action by the Executive which is materially
injurious to the financial condition or business reputation
of, or is otherwise materially injurious to, 70MM or Imax, or
which results in a violation by 70MM or Imax of any Canadian
or United States Federal, provincial, state or local law or
regulation applicable to the business of 70MM or Imax, which
violation is injurious to the financial condition or business
reputation of 70MM or Imax.
5. DEATH OR DISABILITY
In the event of termination of employment by reason of death
or Permanent Disability (as hereinafter defined), the Executive (or his estate,
as applicable) shall be paid the Termination Payment then due to be paid within
30 days of the date of such termination of employment. Both the employment of
the Executive and the entitlement of the Executive to be paid amounts under
Section 4.1.1, in respect of the Severance Period, shall terminate immediately
and without notice upon his death or upon his Permanent Disability (as
hereinafter defined). Any benefits thereafter shall be determined in accordance
with the benefit plans maintained by 70MM, and 70MM shall have no further
obligation hereunder. For purposes of this Agreement, "Permanent Disability"
means a physical or mental disability or infirmity of the Executive that
prevents the normal performance of substantially all his duties under this
Agreement as an employee of 70MM, which disability or infirmity shall exist for
any continuous period of 180 days.
6. MITIGATION
Subject to Section 7.2, the Executive shall be required to
mitigate the amount of any payment provided for in Section 4.1.1 (other than the
Termination Payment) by seeking other employment or remunerative activity
reasonably comparable to his duties hereunder, and any payment to be made by
70MM under Section 4.1.1 (other than the Termination Payment) will be reduced by
the amount of the Executive's remuneration from such other employment or other
activity during the Severance Period (whether paid or not to the Executive
during such period). The Executive shall be required as a condition of any
payment under Section 4.1.1 (other than the Termination Payment) promptly to
disclose to 70MM any such mitigation compensation.
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7. NON-SOLICITATION, CONFIDENTIALITY, NON-COMPETITION, GRANT OF RIGHTS
7.1. Non-solicitation. For so long as the Executive is employed by 70MM and
continuing for one year 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 70MM and Imax
Corporation, 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, employee, 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 key consultant of, Imax; or (y) solicit, endeavour to
entice away or gain the custom of, canvass or interfere in Imax's relationship
with any person or entity who is, or was within the then most recent 12-month
period, a customer or client (or reasonably anticipated to become a customer or
client) of Imax and with whom the Executive had dealings during his employment
with 70MM. The Executive confirms that all restrictions in this Section are
reasonable and valid and waives all defences to the strict enforcement thereof.
7.2 Non-Competition For so long as the Executive is employed by 70MM and
continuing for the period of time during which 70MM is obliged to pay any
amounts to the Executive under Section 4.1.1 hereof (up to three years) after
the date of the termination of the employment of the Executive with 70MM,
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, employee, 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 Imax (a "Competitor"), which
is principally engaged or reasonably anticipated to become principally engaged
in designing or supplying large screen theatres, distributing projection and
sound systems for large screen theatres or designing or supplying motion
simulation theatres or producing or distributing films for motion simulation
theatres or, where such Competitor is not principally engaged in these
activities but carries on these activities as part of its business then the
Executive shall not directly or indirectly provide services to such Competitor
in connection with these activities. Subsequent to the period referenced above,
the Executive shall be free to create and work within a "post production"
business (whether or not incorporated), provided that, during the one year
period following the period referenced above, no such "post-production" business
shall be financed by, directly or indirectly, nor may the
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Executive be directly or indirectly employed by, a direct competitor of Imax
(including, without limiting the generality of the term "direct competitor",
Iwerks Entertainment, Inc. or Showscan Entertainment Inc. or their successors
and affiliates) in the large format film business. The Executive confirms that
all restrictions in this Section are reasonable and valid and waives all
defences to the strict enforcement thereof. "Post production" business is
defined to include post production services related to large format motion
pictures, including negative cutting, laboratory supervision, release print
assembly and preparation, print quality assurance, print coating and
rejuvenation, film storage and inventory control, supervision of optical
effects, film production consultation, 35mm daily printdowns, color timing
including V.I.S.T. timing, video mastering supervision and tape duplication and
supply of ancillary products. Nothing in this provision restricts the Executive
during the one year period referred to above from performing services for a
direct competitor of Imax as a customer of a post production business.
7.3 Confidentiality. The Executive covenants and agrees with Imax that he
will not at any time during employment hereunder or thereafter, except in
performance of his obligations to 70MM hereunder or with the prior written
consent of the President and/or Senior Operating Officer of Imax Corporation,
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 Section 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
Section are reasonable and valid and waives all defences to the strict
enforcement thereof.
7.4 Exclusive Property. The Executive confirms that all confidential
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.
7.5 Injunctive Relief. Without intending to limit the remedies available to
Imax, the Executive acknowledges that a material breach of any of the covenants
contained in Article 7 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 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 by Article 7 or such other
relief as may be required specifically
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to enforce any of the covenants in Article 7. The Executive waives any defences
to the strict enforcement by Imax of the covenants contained in Article 7. If
for any reason it is held that the restrictions under Article 7 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 in Article 7 as will render such restrictions valid and enforceable.
7.6 Representation. The Executive represents and warrants that he is not
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.
7.7. Grant of Rights. The Executive hereby: (a) grants to Imax Corporation
all copyrights, patent rights and other rights in all work furnished or created
by the Executive during the Employment Term; (b) agrees to sign all documents
which may be required to confirm Imax Corporation's absolute ownership of such
work; (c) waives the moral rights associated with such work, within the meaning
of the Canadian Copyright Act; and (d) grants the Corporation the rights to and
to license others to use of the name, likeness, biography and other
identifications of the Executive in connection with any and all uses and
promotions of such work and derivatives thereof. Without limiting the generality
of the foregoing, all rights of whatsoever nature and kind (now or hereafter
known) in any projects developed or contributed to by the Executive pursuant to
this Agreement shall be, from the inception of the creation thereof, the
exclusive property of the Corporation, and for the purposes of the United States
Copyright Act same shall be deemed to constitute "works-made-for-hire"; provided
that in the event that for whatever reason the Executive retains any rights in
any projects, the Executive hereby assigns same exclusively to Imax Corporation
and free, clear and unencumbered.
8. MISCELLANEOUS
8.1. Notices. All notices or communications hereunder shall be in writing,
addressed as follows:
To 70MM: c/o Imax Corporation
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Telecopier No: ▇▇▇-▇▇▇-▇▇▇▇
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To Imax Corporation: Imax Corporation
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: General Counsel
To the Executive: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
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All such notices shall be conclusively deemed to be received and shall be
effective, (i) if sent by hand delivery, upon receipt or (ii) if sent by
registered or certified mail, on the fifth day after the day on which such
notice is mailed.
8.2. Severability. Each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement. The parties agree that Section 7
shall survive the termination of this Agreement.
8.3. Assignment. This Agreement shall be binding upon and inure to the
benefit of the heirs and representatives of the Executive and the assigns and
successors of 70MM and Imax Corporation, if any are permitted by law and
provided that 70MM and Imax Corporation and its assignee shall each remain
liable to the Executive in the event of any assignment, but neither this
Agreement nor any rights hereunder shall be assignable or otherwise subject to
hypothecation by the Executive.
8.4. Entire Agreement: Amendment. In addition to the letter between the
parties dated May 27, 1997, this Agreement represents the entire agreement of
the parties and shall supersede any and all previous contracts, arrangements or
understandings between 70 MM and Imax Corporation and the Executive. This
Agreement may only be amended at any time by mutual written agreement of the
parties hereto.
8.5. Withholding. The payment of any amount pursuant to this Agreement shall
be subject to any applicable withholding and payroll taxes, and such other
deductions as may be required under applicable law or 70MM's employee benefit
plans, if any.
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8.6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein without regard to principles of conflicts of laws.
IN WITNESS WHEREOF, 70MM, Imax Corporation and the Executive have duly
executed and delivered this Agreement as of the day and year first above
written.
IMAX CORPORATION:
By: "▇▇▇▇ ▇. ▇▇▇▇▇▇▇"
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
& Chief Financial Officer
By: "G. ▇▇▇▇ ▇▇▇▇"
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Name: G. ▇▇▇▇ ▇▇▇▇
Title: Vice President, Legal Affairs
70 MM INC.
By: "G. ▇▇▇▇ ▇▇▇▇"
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Name: G. ▇▇▇▇ ▇▇▇▇
Title: Vice President, Legal Affairs
SIGNED, SEALED AND DELIVERED EXECUTIVE:
in the presence of:
"▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇" "▇▇▇▇▇ ▇▇▇▇▇▇▇ Keighley"
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Witness ▇▇▇▇▇ ▇▇▇▇▇▇▇ Keighley