IMAX CORPORATION
Exhibit 10.18
EMPLOYMENT AGREEMENT
This Employment Agreement dated and effective as of March 1, 2006 (the
"Agreement"), is made between
IMAX CORPORATION
a corporation organized
under the laws of Canada
(hereinafter referred to the "Company"; the Company and its subsidiaries and
affiliates collectively referred to as "Imax")
OF THE FIRST PART
And
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of the City of Los Angeles in the
State of California
(hereinafter referred to as the "Employee")
OF THE SECOND PART
WHEREAS, the Company wishes to enter into this Agreement to engage the
Employee to provide services to the Company, and the Employee wishes to be so
engaged, pursuant to the terms and conditions hereinafter set forth;
AND WHEREAS the Employee is engaged to provide services to the Company as
Chairman and President, Filmed Entertainment,
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. EMPLOYMENT AND DUTIES
1.1 Employment. The Company hereby agrees to employ the Employee, and the
Employee hereby agrees to serve, as Chairman and President, Filmed Entertainment
of the Company, upon the terms and conditions herein contained. The Employee
agrees to serve the Company faithfully and to the best of his ability under the
direction of the co-CEO's of the Company. The Executive's responsibilities shall
include film distribution, in addition to film development, film production,
film marketing and sponsorship. The Employee shall be a spokesperson for
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film announcements that are made by the Company. There shall be no more senior
executive in the Filmed Entertainment department and the Executive shall report
only to the co-CEOs of the Company on all of his activities. No executive shall
be engage between the Employee the co-CEOs.
1.2 Exclusive Services. Except as may otherwise be approved in advance by the
co-CEO's, the Employee shall devote his full working time throughout the
Employment Term (as defined in Section 1.3) to the services required of him
hereunder. The Employee's primary responsibilities shall be the development,
production and acquisition of films, film operations (e.g. administrative and
business affairs) and such other duties commensurate with his position with the
Company as are reasonably designated by the Co-CEO's of the Company. The
Employee's main duties are expected to include, but shall not be limited to: (i)
running and administering IMAX Filmed Entertainment in a manner consistent with
the direction of the Co-CEO's (ii) helping to make available to IMAX certain
Hollywood films for re-purposing into IMAX's format; and (iii) responsibility
for film development and film production with such responsibilities discharged
in a fashion (A) consistent with annual departmental and per film budgets, (B)
in which all films receive a G or PG or PG-13rating by the MPAA, (C) in which
all films have running times of 60 minutes or less, and made specifically for
IMAX and (D) in which all films are consistent with the IMAX Brand which stands
for high quality entertainment. The Employee shall be entitled to a
discretionary fund (the "Fund") of US$ 100,000 for use in the Employee's
discretion for reasonable administrative, marketing or development matters. All
expenditures from the Fund will be reported in advance to the co-CEOs and the
CFO and all expenditures will be appropriate and necessary for the optimal
functioning of the Filmed Entertainment division as the Employee determines and
will be consistent with the Company's internal control and audit functions. The
Employee shall render his services exclusively to the Company and its
subsidiaries and affiliates during the Employment Term, and shall use his best
efforts, judgment and energy to improve and advance the business and interests
of the Company in a manner consistent with the duties of his position.
1.3 Term of Employment. The Employee's employment commenced on March 19, 2001
(the "Commencement Date") and shall terminate on the earlier of (i) June 30,
2008, or (ii) termination of the Employee's employment pursuant to this
Agreement. The period commencing as of the Commencement Date and ending on June
30, 2008 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".
1.4 Place of Employment. During the Employment Term the Employee will, subject
to work-related travel but no permanent or semi-permanent relocation from Los
Angeles without mutual agreement, principally work at the Company's offices in
Los Angeles and, as requested or as required by circumstance, at the offices of
the Company in Mississauga, Canada and New York. The Employee 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 Employee, subject to the
direction of the Co-CEO's of the Company.
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1.5 Reimbursement of Expenses. The Company shall reimburse the Employee for
reasonable travel and other business expenses incurred by him in the fulfilment
of his duties hereunder in accordance with Company practices consistently
applied.
2. COMPENSATION
2.1 Base Salary. Effective March 1, 2006, the Employee shall be paid an annual
base salary ("Base Salary") of no less than US$ 700,000 subject to annual
review. The Employee shall be paid no less frequently than monthly in accordance
with the Company's payroll practices.
2.2 Bonus. In addition to the Base Salary, effective commencing the 2006 fiscal
year, 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") of up to 100% of the Base Salary for
the applicable year, which is normally paid in March of each year.
Notwithstanding the foregoing, the Employee shall receive a minimum bonus (the
"Minimum Bonus") of 50% of his Base Salary for the 2006 and 2007 fiscal years
and a pro-rated amount for fiscal 2008.
2.3.1 Incentive Compensation. As soon as practicable after the signing of this
Agreement the Employee shall be granted non-qualified options (the "Options") to
purchase 225,000 shares of common stock of IMAX Corporation (the "Common
Shares"), subject to approval by the Company's Board of Directors and vested
according to the following schedule: 112,500 Options shall vest on the first
anniversary date of the grant date and 112,500 Options shall vest on the second
anniversary date of the grant date. The Options granted hereunder shall be
subject to the terms and conditions of the Option Plan and the stock option
agreement (the "Option Agreement") to be entered into between the Company and
the Employee as of the Commencement Date pursuant to, and in accordance with,
the terms of the Option Plan. In addition, if there is a Change of Control of
the Company (as defined below) on or before March 10, 2008, the Employee shall
be paid an incentive bonus equal to the difference between the price of the
Common Shares upon such Change of Control and the price of the Common Shares on
March 10, 2006, multiplied by 75,000. Such incentive bonus shall be paid: (i) in
a lump sum in the event Employee is terminated Without Cause following such
Change of Control, or (ii) in three equal instalments on the third, fourth and
fifth anniversaries of the grant date of the Options.
2.3.2 Notwithstanding anything provided herein (or in the Option Plan) to the
contrary, all of the Employee's Options, together with any additional options
granted to the Employee under the Option Plan, including those which are not yet
exercisable, shall become immediately exercisable in the event of both (a) a
change of control of the Company
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(a "Change of Control") (i.e. any person, or group of persons acting in concert,
other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, acquiring greater than
fifty percent (50%) of the outstanding common shares of Imax Corporation,
whether by direct or indirect acquisition or as a result of a merger,
reorganization or sale of substantially all of the assets of Imax Corporation)
and (b) the occurrence of one or more of the following: (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ cease to be Co-Chief Executive Officers of the Company;
(ii) the Employee's termination from the Company Without Cause; (iii) the
diminution of the Employee's title and/or responsibilities; (iv) the Employee is
asked to relocate more than twenty-five (25) miles from his existing Los Angeles
offices; or (v) any other material breach of this Agreement. The Options shall
in all other respects be governed pursuant to, and in accordance with, the term
of the Option Plan.
2.3.3 Life Insurance. As soon as practicable, and for the duration of the
Employment Term, the Company shall take out a term life insurance policy in the
amount of $5,000,000 for the benefit of a beneficiary designated by the
Executive.
3. EMPLOYEE BENEFITS
3.1 General. The Employee 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 the Company for its
other key Employees at a level commensurate with that of the Employee. Without
limitation, however, the Employee shall be entitled to the following benefits:
(i) four (4) weeks' paid vacation in each year of the Employment Term;
(ii) car allowance of $850 per month; and
(iii) standard medical benefits available to US employees of the Company.
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
Employee's employment is terminated (i) Base Salary, (ii) unreimbursed business
expenses as outlined in Section 1.5, (iii) any amounts to be paid pursuant to
the terms of any benefit plans of the Company in which the Employee participates
or pursuant to any policies of the Company applicable to the Employee; (iv) a
pro-rated portion of the Minimum Bonus and (v) any outstanding vacation pay
calculated up to and including such date.
(b) "Without Cause" means termination of the Employee's employment by the
Company other than for Cause (as defined in Section 4.3), death or disability
(as set forth in Section 5).
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4.1 Termination Without Cause
4.1.1 General. Subject to the provisions of Sections 4.1.2, 4.1.3 and 6, if,
after the Commencement Date and prior to the expiration of the Employment Term,
the Employee's employment is terminated by the Company Without Cause, the
Company shall pay the Termination Payment then due to be paid within 30 days of
the date of termination and shall continue to pay the Employee the Base Salary
and Minimum Bonus for the remainder of the Employment Term (such period being
referred to hereinafter as the "Severance Period"), and in no event for less
than six (6) months, either at such intervals as the same would have been paid
had the Employee remained in the active service of the Company, or, at the
option of the Company, by immediate payment to the Employee of the remaining
Base Salary and Minimum Bonus which would be payable during the Severance
Period. Upon such termination (if after the Commencement Date and prior to the
expiration of the Employment Term), the Employee shall also be entitled to
continue to receive his employment benefits referred to in Section 3.1 at the
Company's expense (to the extent paid for by the Company as at the date of
termination) and subject to the consent of the applicable insurers.
The Employee agrees that the Company may deduct from any payment of Base Salary
and Minimum Bonus to be made during the Severance Period the benefit plan
contributions which are to be made by the Employee during the Severance Period
in accordance with the terms of all benefit plans for the minimum period
prescribed by law. The Employee 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 the
Company or as required by applicable law. Payment of Base Salary and Minimum
Bonus 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 Employee 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 Employee
and does not include the Severance Period.
4.1.2 Fair and Reasonable The parties confirm that notice and pay in lieu of
notice provisions contained in Subsection 4.1.1 are fair and reasonable and the
parties agree that upon any termination of this Agreement Without Cause, the
Employee shall have no action, cause of action, claim or demand against the
Company or Imax or any other person as a consequence of such termination other
than to enforce Section 4.1.1.
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4.1.3 Conditions Applicable to the Severance Period. If, during the Severance
Period, the Employee breaches his obligations under Article 7 of this Agreement,
the Company may, upon written notice to the Employee, terminate the Severance
Period and cease to make any further payments or provide further benefits as
described in Section 4.1.1.
4.2 Termination for Cause; Resignation. At any time prior to the expiration of
the Employment Term the Employee's employment may be terminated by the Company
immediately upon notice for Cause. If, prior to the expiration of the Employment
Term, the Employee's employment is terminated by the Company for Cause, or the
Employee resigns from his employment hereunder, the Employee shall only be paid,
within 15 days of the date of such termination or resignation, the Termination
Payment then due to be paid. The Employee 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 the Company. The date of termination for Cause
shall be the date specified in a written notice of termination to the Employee,
which notice shall set forth the basis for the termination. The date of
resignation shall be thirty (30) days following the date or receipt of notice of
resignation from the Employee to the Company.
4.3 Cause. Termination for "Cause" shall mean termination of the Employee's
employment because of:
(i) the cessation of the Employee's ability to work legally in the
United States other than for reasons not within the Employee's
reasonable control;
(ii) any act or omission that constitutes a material breach by the
Employee of any of his obligations under this Agreement; provided,
however, that if such act or omission is related to the Employee's
performance of his duties within the scope of his employment, then
he shall have thirty (30) days after written notice is provided to
Employee of such material breach, to cure such breach;
(iii) the continued failure or refusal of the Employee to perform the
duties reasonably required of him as Chairman and President, Filmed
Entertainment which is not cured within thirty (30) days after
written notice is provided to Employee of such failure or refusal;
(iv) any material violation by the Employee of any United States federal,
state or local law or regulation applicable to the business of the
Company or Imax, which violation is injurious to the financial
condition or business reputation of the Company or Imax, or the
Employee's conviction of a felony or commission of an indictable
offense for which he is not pardoned, or any perpetration by the
Employee of a common law fraud;
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(v) any other action by the Employee which is materially injurious to
the financial condition or business reputation of, or is otherwise
materially injurious to, the Company or Imax, or which results in a
violation by the Company or Imax of any United States federal, state
or local law or regulation applicable to the business of the Company
or Imax, which violation is injurious to the financial condition or
business reputation of the Company or Imax.
5. DEATH OR DISABILITY
In the event of termination of employment by reason of death or Permanent
Disability (as hereinafter defined), the Employee (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 Employee and
the entitlement of the Employee 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 the Company, and the Company shall have no further obligation
hereunder. For purposes of this Agreement, "Permanent Disability" means a
physical or mental disability or infirmity of the Employee that prevents the
normal performance of substantially all his duties under this Agreement as an
Employee of the Company, which disability or infirmity shall exist for any
continuous period of 180 days. The parties agree that such Permanent Disability
cannot be accommodated short of undue hardship.
6. MITIGATION
Subject to Section 7.2, the Employee shall not 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 if and when the Employee does obtain
other employment or remunerative activity (subject to Section 7.2), then any
Base Pay and Minimum Bonus payable under Section 4.1.1 upon the date he begins
such other employment or remunerative activity will be reduced by fifty percent
(50%) for the remainder of the Severance Period. The Employee shall be required
as a condition of any payment under Section 4.1.1 (other than the Termination
Payment) promptly to disclose to the Company any such mitigation compensation.
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7. NON-SOLICITATION, CONFIDENTIALITY, NON-COMPETITION
7.1 Non-solicitation. For so long as the Employee is employed by the Company or
receiving payment hereunder and continuing for two years thereafter,
notwithstanding whether the Employee's employment is terminated with or Without
Cause or whether the Employee resigns, the Employee shall not, without the prior
written consent of the Company and Imax, directly or indirectly, for the
Employee'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 the Company or 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, the Company
and/or Imax; or (y) solicit, endeavour to entice away or gain the custom of,
canvass or interfere in the Company's and/or 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 the Company and/or Imax and with whom the Employee had
dealings during his employment with the Company. The Employee 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 Employee is employed by the Company or
receiving payment hereunder and continuing for a period of two years after the
date of the termination of the employment of the Employee with the Company,
notwithstanding whether the Employee's employment is terminated with or without
Cause or whether the Employee resigns, the Employee shall not, without the prior
written consent of the Company and 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: (x) solicit, endeavour to entice away or gain the custom of, canvass or
interfere in the Company's and/or 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, at the time of termination of Employee's employment, reasonably
anticipated to become a supplier, customer or client) of the Company and/or Imax
and with whom the Employee had dealings during his employment with the Company;
or (y) render any service to or in any way be affiliated with a Competitor of
Imax. A "Competitor" of Imax shall be defined for these purposes as any person
or entity which is either: (i) primarily engaged or reasonably anticipated to
become primarily engaged in the Business, or (ii) engaged in, or reasonably
anticipated to become engaged in the Business, though not primarily, -- but then
only if the Employee would be directly and materially involved in the Business.
"Business" shall be defined for these purposes as designing or supplying large
format theatres, designing or distributing projection or
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sound systems for large format theatres, designing or supplying motion
simulation attractions, producing, developing, making, formatting, re-formatting
or distributing films for large format theatres or motion simulation attractions
or designing, supplying, marketing, manufacturing or otherwise offering for sale
or purchase image capture, post capture image processing or projection display
systems, including but not limited to, in connection with the "electronic
cinema" projector or "digital cinema" projector business or films for such
systems. The Employee confirms that all restrictions in this Section are
reasonable and valid and waives all defences to the strict enforcement thereof.
7.3 Confidentiality. The Employee covenants and agrees with Imax that he will
not at any time during employment hereunder or thereafter, except in performance
of his obligations to the Company hereunder or with the prior written consent of
the senior operation officer of the Company, 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 Employee in violation of his agreements under this
Section 7.3, or (ii) the Employee 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
Employee confirms that all restrictions in this Section are reasonable and valid
and waives all defences to the strict enforcement thereof.
7.4 Grant of Rights. The Employee hereby: (i) grants to the Company all
copyrights, patent rights and other rights in all work furnished or created by
the Employee pursuant to this Agreement; (ii) agrees to sign all documents which
may be required to confirm the Company's absolute ownership of such work; and
(iii) waives the moral rights associated with such work. Without limiting the
generality of the foregoing, all rights of whatsoever nature and kind (nor or
hereafter known) in any and all film projects developed or contributed by the
Employee pursuant to this Agreement shall be, from the inception of the creation
thereof, the exclusive property of the Company and for the purposes of the
United States Copyright Act shall be deemed to constitute "works made for hire."
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7.5 Exclusive Property. The Employee confirms that all confidential information
is and shall remain the exclusive property of Imax. All business records, papers
and documents, other than the Employee's personal files and a copy of his
Rolodex, regardless of the form of their records kept or made by Employee
relating to the business of Imax shall be and remain the property of Imax, and
shall be promptly returned by the Employee to Imax upon any termination of
employment.
7.6 Injunctive Relief. Without intending to limit the remedies available to
Imax, the Employee 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
Employee from engaging in activities prohibited by Article 7 or such other
relief as may be required specifically to enforce any of the covenants 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.
7.7 Representation. The Employee 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.
8. MISCELLANEOUS
8.1 Notices. All notices or communications hereunder shall be in writing,
addressed as follows:
To the Company: Imax Corporation
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Telecopier No: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Legal Department
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To the Employee: Mr. ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to: Mr. ▇▇▇ ▇▇▇▇▇▇
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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 Sections 4, 5, 6
and 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 Employee and the assigns and successors
of the Company and Imax, if any are permitted by law and provided that the
Company and Imax and its assignee shall each remain liable to the Employee in
the event of any assignment, but neither this Agreement nor any rights hereunder
shall be assignable or otherwise subject to hypothecation by the Employee. The
Employee expressly agrees that each of Imax and the Company my assign any of its
rights, interest or obligations hereunder to any affiliate of either of them
without the consent of the Employee; provided, however, that no such assignment
shall relieve the assignor of any of its obligations hereunder.
8.4 Entire Agreement: Amendment. This Agreement represents the entire agreement
of the parties and shall supersede any and all previous contracts, arrangements
or understandings between the Company and the Employee. 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 the Company'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.
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IN WITNESS WHEREOF, the Company and the Employee have duly executed and
delivered this Agreement as of the 9th day of March, 2006.
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
SIGNED, SEALED AND DELIVERED EMPLOYEE:
in the presence of:
"▇▇▇▇ ▇▇▇▇▇▇▇▇" "▇▇▇▇ ▇▇▇▇▇▇"
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Witness ▇▇▇▇ ▇▇▇▇▇▇