exv10w22



 





IMAX CORPORATION




EXHIBIT 10.22




	 	 	 
	 
	 	 
	IMAX CORPORATION
	 	 
	Long Term Incentive AWARD

	 	SARs Agreement
	 
	 





          This Agreement dated as of the 31st day December, 2007:




     Robert D Lister (the “Executive”) is hereby granted 60,000 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 IMAX (the “Company”) from the fair market value thereof
on the date hereof to the date of exercise of the SARs. The SARs shall vest in accordance with the
following schedule:



	 	 	 	 	 
	First Exercise Date	 	Number of SARs
	December 31, 2008
	 	 	10	%
	December 31, 2009
	 	 	15	%
	December 31, 2010
	 	 	20	%
	December 31, 2011
	 	 	25	%
	December 31, 2012
	 	 	30	%






     The SARs will have a 10-year term, commencing on the date of grant and, to the extent
applicable, the SARs shall be governed by the provisions of the Stock Option Plan of the Company
(the “Plan”), including for greater certainty, the provisions relating to the calculation of the
fair market value of common shares of the Company, resignation or termination; provided,
however, that to the extent any provisions of the Plan conflict with provisions of the
Executive’s Employment Agreement dated as of May 17th, 1999 between IMAX Ltd, the
Company and the Executive, as modified and amended by those Amending Agreements dated as of April
4, 2001, January 1, 2004, February 14th, 2006, October 5th, 2006 and as of
the date hereof (together, the “Agreement”), the provisions of the Agreement shall apply. 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 any other 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 one of the Chief Executive Officers 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 the date hereof 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 a grant of stock options under the Plan (the “Options”) provided that (i) such Options
shall 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 fair market
value of the common shares of the Company on the date hereof.



     The SARs (Options) granted hereunder shall otherwise be treated in accordance with the terms
of Section 2.3 of the Agreement.



     Neither the execution and delivery hereof nor the granting of the SARs shall constitute or be
evidence of any agreement or understanding, express or implied, on the part of IMAX or any of its
subsidiaries to employ or continue the employment of the Executive for any period.



 









 





     Any notice given hereunder to IMAX shall be addressed to IMAX Corporation, Attention: Co
-Chief Executive Officer, 110 E 59th St New York, NY 10022 and any notice given hereunder to the
Executive shall be addressed to the Executive at the Executive’s address as shown on the records of
IMAX.



          The Executive agrees to be bound by the terms and conditions hereof and of the Plan, all of
which shall be governed by the laws of the Province of Ontario. The Executive acknowledges having
reviewed and understood all of the terms and conditions of this Agreement and the Plan.


IN WITNESS WHEREOF IMAX, by its duly authorized officers, and the Optionee have executed this
Agreement in duplicate as of the day and year first above written.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	IMAX CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	“Robert D. Lister”
 

Robert D Lister

	 	 	 	By:
	 	“G. Mary Ruby”
 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	“Edward MacNeil”