exv10w12



 





IMAX CORPORATION




EXHIBIT 10.12




AMENDED EMPLOYMENT AGREEMENT




     This agreement amends the amended employment agreement (the “Agreement”) between Richard L.
Gelfond (the “Executive”) and IMAX Corporation (the “Company”) dated July 1, 1998, as amended, on
the same terms and conditions except as set out below:




	1.	 	Term. The term of the Agreement is extended until December 31, 2009.
	 
	2.	 	Cash Compensation. The Executive shall be entitled to be paid base salary at the rate of
$500,000 per year, plus a bonus of up to two times salary. Such bonus shall be at the
discretion of the Board of Directors and shall be based upon the success of the Company in
achieving the goals and objectives set by the Board after consultation with the Executive.
The Executive shall be considered for a bonus based upon performance during the years ending
December 31, 2008 and 2009. If the Executive’s employment is terminated without Cause prior
to the end of the term, the Executive shall be entitled to no less than a pro-rata portion of
his median bonus target (i.e. one times salary).
	 
	3.	 	Stock Appreciation Rights. The Executive is hereby granted 600,000 stock appreciation rights
(“SARS”) which shall entitle the Executive to receive in cash from the Company any increase in
the fair market value of the common shares of the Company from the fair market value thereof
on December 31, 2007 to the date of exercise of the SARS. The SARS shall vest according to
the following schedule: 150,000 on June 30, 2008, 150,000 on December 31, 2008, 150,000 on
June 30, 2009 and 150,000 on December 31, 2009. All SARS will have a 10-year term and, to the
extent applicable, shall be governed by the provisions of the Stock Option Plan of the Company
(“SOP”), including for greater certainty, the provisions relating to the calculation of the
fair market value of common shares of the Company; provided, however, that all
vested SARS shall remain exercisable for a period of three (3) years after either a
termination without Cause of the Executive or the non-renewal of this Agreement, and for one
(1) year after a resignation by the Executive. The vesting of all SARS shall be accelerated
upon a “change of control” as defined in the Agreement, and shall be governed, to the extent
applicable, by the provisions in the Agreement regarding change of control. At any time and
from time to time after vesting, but subject to the insider trading policy of the Company in
effect at that time which shall apply to the SARS as if they were securities covered thereby,
the Executive shall be entitled to exercise some or all of the vested SARS by delivering
notice of exercise in writing to the General Counsel of the Company. Within 10 business days
after receipt of such notice in writing, the Company shall pay to the Executive the amount by
which the fair market value of the common shares of the Company has increased from the fair
market value on December 31, 2007 to the fair market value on the date of such notice, net of
any applicable withholdings and any other amounts owing at that time by the Executive to the
Company. Notwithstanding anything to the contrary contained herein, the Company shall have
the right but not the obligation to cancel at any time all, or from time to time any part, of
the SARS, in any case upon notice in writing to the Executive and to replace the cancelled
SARS with stock options, provided that (i) such options or shares have no less favorable (to
the Executive) material terms and conditions as, and are in such number as are of equivalent
value to, the cancelled SARS, and (ii) the Company cannot replace cancelled SARS with stock
options if such options have a higher exercise price than the price of the common shares of
the Company on December 31, 2007.














 












	4.	 	The entering into this agreement shall not prejudice any rights or waive any
obligations under any other agreement between the Executive and the Company.





DATED as of December 31, 2007.



	 	 	 	 	 
	 	 	 
	 	“Richard L. Gelfond”
 	 
	 	Richard L. Gelfond 	 
	 	 	 
	 



	 	 	 	 	 
	 	IMAX CORPORATION

 	 
	 	Per:  	/s/ “Garth M. Girvan”
 	 
	 	 	Name:  	Garth M. Girvan 	 
	 	 	Title:  	Director