exv10w8



 





IMAX CORPORATION




Exhibit 10.8




Amended Employment Agreement



Imax (the “Company”) and Executive, subject to Section 5(e) hereof, agree to cancel the last year
of the term of employment of the Executive’s employment agreement dated July 1, 1998 (“Original
Employment Contract”) and extend the employment term for three additional years with the new term
from July 1, 2000 to June 30, 2003 (the “Amended Contract”) on the same terms and conditions as set
out in the Original Employment Contract, except as specified below. Terms used herein and not
defined shall have the meanings assigned to them in the Original Employment Contract.





	1.	 	Case Compensation – As set out in the Original Employment Contract.
	 
	2.	 	Additional Option Grants – The Company agrees to issue Executive 800,000 ten-year
options at a strike price equal to the closing price on the day the Board approves this
agreement. Except as provided below, options will vest 1/3 on January 1, 2001, 1/3 on July 1,
2001, and 1/3 on July 1, 2002.
	 
	3.	 	Restricted Stock Grant – The Company agrees to issue 180,000 restricted shares (or
their Phantom Stock equivalent) to Executive on the day the Board approves this agreement.
Except, as provided below, restricted stock will vest 1/3 on January 1, 2001, 1/3 on July 1,
2001, and 1/3 on July 1, 2002.
	 
	4.	 	Should any required regulatory or shareholder approvals with respect to the granting of the
options or restricted stock not be obtained by the Company, the Company shall make such
adjustments to the Executive’s compensation, hereunder as will put the Executive in the same
after-tax financial position as he would have been if such approvals had been received.
	 
	5.	 	Change of Control Provisions






	 	(a)	 	In the event of a Change of Control (without regard to any subsequent event)
there will be accelerated vesting of the Executive’s stock options and restricted
stock.
	 
	 	(b)	 	In the event of a Change of Control and subsequent termination (or
constructive termination) of the Executive there will be an acceleration (without any
discount to present value) of the cash component of Executive’s compensation under the
Amended Contract (and the Original Employment Agreement if the renewal term has not yet
commenced) equal to the number of years left on the Executive’s agreements (including a
fraction thereof) times the total cash compensation of the Executive for the
full (i.e., 12 month) fiscal year preceding termination.




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	 	(c)	 	If there is a Change of Control by way of stock merger the options will vest
(as set out in 5(a) directly above) and be converted at the stock merger conversion
ratio into options of the acquiring company (if it is public) or a cash-out of the
options (if it is not public).
	 
	 	(d)	 	A change of control is defined as any person or persons acting in concert
acquiring beneficial ownership of greater than 50% of the outstanding common shares of
the Company, whether by direct or indirect acquisition or as a result of a merger or
reorganization or a sale of all or substantially all of the Company’s assets and will
not include sale of the WP block to one or more third parties.
	 
	 	(e)	 	If there is no Change of Control by 12/31/00, the contract extension component
of this Amended Contract shall become void but the options and restricted stock grants
included in this Amended Contract become fully vested upon the earlier of a Change of
Control subsequent to 12/31/00, termination, non-renewal, constructive termination or
6/30/01. In addition, of there is no Change of Control by 12/31/00, the term of the
Original Employment Agreement shall be reinstated whereby Executive shall continue to
render services to Company until 6/30/01.






	6.	 	Voluntary Resignation, Termination, Etc.






	 	(a)	 	If the Executive shall voluntarily resign, all unvested options and restricted
stock shall be cancelled immediately and all vested options shall remain exercisable
for the duration of their original term.
	 
	 	(b)	 	If the Executive shall be terminated without cause all unvested stock options,
restricted stock and cash compensation (salary and bonus without any discount to
present value as described in section 5(b) above) shall immediately vest and become
due.
	 
	 	(c)	 	If the Executive shall be terminated for Cause all unvested options and
unvested restricted stock (including those granted pursuant to previous employment
agreements between Company and Executive) shall be cancelled immediately and all of the
Executive’s options and restricted stock must be exercised within 90 days of
termination, after which date they shall be cancelled.






	7.	 	Retirement and Long Term Health Coverage






	 	(a)	 	The Company agrees to create a retirement plan for the Executive as set out in
Exhibit 1.
	 
	 	(b)	 	Company agrees to maintain retiree health benefits for Executive upon
termination of the Executive’s employment equal to the benefits provided for active
employees until the Executive becomes eligible for Medicare and, thereafter, Medicare
supplement coverage selected by Executive.




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	8.	 	Restrictions on Competitive Employment – As agreed upon in the Original Employment
Contract; however, the term of the Non-Compete shall be extended to four (4) years beyond
termination of employment.






	9.	 	Consultancy – At the end of Executive’s employment (for whatever reason), Executive
agrees to consult with Company for a period of three years on such issues and items as
requested by Company, including but not limited to theatre signings, management issues, film
strategy issues, technological issues and/or issues with respect to management transition
subject to the Executive’s other commitments.






	10.	 	Incorporation by Reference – All clauses in the Original Employment Contract will
remain in full force and effect unless specifically amended in this agreement. In the event
of any conflict between the Original Employment Contract and the Amended Contract, the Amended
Contract shall prevail.






	11.	 	Arbitration – All disputes under this agreement shall be subject to binding
arbitration under the AAA Rules and Company shall be required to cover Executive’s legal costs
and the cost of arbitration.






	12.	 	Long Form Agreement – Until such time as this agreement is superceded by a long form
agreement, it will represent the binding agreement for both parties.





	 	 	 
	Richard L. Gelfond

	 	Imax Corporation
	 
	 	 
	“Richard L. Gelfond”

	 	“Garth M. Girvan”
	 

	 	 
	 

	 	By: Garth M. Girvan
	7/12/00
	 	 
	 

Date

	 	 







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EXHIBIT 1




SERP Benefit Summary

Richard Gelfond

Imax Corporation



Retirement Age – Age 55



SERP Benefit – Retirement and Survivor Benefits



Retirement Benefit – 76.5% of final five-year average full cash compensation (including
bonus)



Survivor Benefit – 100% of Retirement Benefit



Death Benefit – Survivor Benefit



Disability Benefit – SERP Benefit



Severance Benefits –



Change of Control – SERP Benefit



Termination – SERP Benefit



Registration – SERP Benefit, according to the

                        following Vesting Schedule;



50%
vested, plus 50% spread over the remaining working years to age 55



For Cause – Loss of benefits





			
	Cost of Living Adjustment – 	Applies to the Retirement and Survivor Benefits
At a rate according to the published Cost of Living Tables
(For illustrative purposes at 3.0% per annum)






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