**IMAX CORPORATION****AMENDED & RESTATED STOCK OPTION PLAN****1. Purpose**     The purposes of the IMAX Stock Option Plan (the “***Plan***”) are to attract, retain and motivatedirectors, officers, key employees and consultants of the Company and its Subsidiaries and toprovide to such persons incentives and awards for superior performance.**2. Definitions**     As used in this ***Plan***the following terms have the following meanings:     **“Agreement”**has the meaning set forth in Section 6 below.     **“Award”**means an Option.     **“Blackout Period”**means any period during which a policy of the ***Company***prevents an ***Insider***from trading in the ***Common Shares***.     **“Board”**means the Board of Directors of the ***Company***.     **“Cause”**means a termination of the ***Participant’s***employment with the ***Company***or one of its***Subsidiaries***(a) for “cause” as defined in an employment agreement applicable to the ***Participant,***or (b) in the case of a ***Participant***who does not have an employment agreement that defines “cause”,because of: (i) any act or omission that constitutes a material breach by the ***Participant***of any ofhis obligations under his employment agreement with the ***Company***or one of its ***Subsidiaries***or theapplicable ***Agreement;***(ii) the continued failure or refusal of the ***Participant***to substantiallyperform the duties reasonably required of him as an employee of the ***Company***or one of its***Subsidiaries;***(iii) any wilful and material violation by the ***Participant***of any law or regulationapplicable to the business of the ***Company***or one of its ***Subsidiaries,***or the ***Participant’s***conviction of a felony, or any wilful perpetration by the ***Participant***of a common law fraud; or(iv) any other wilful misconduct by the ***Participant***which is materially injurious to the financialcondition or business reputation of, or is otherwise materially injurious to, the ***Company***or any ofits ***Subsidiaries***.     **“Change of Control”**means an event or series of events where any person, or group of personsacting in concert, not including Bradley J. Wechsler and Richard L. Gelfond, acquire greater thanfifty percent (50%) of the outstanding ***Common Shares***of the ***Company***whether by direct or indirectacquisition or as a result of a merger, reorganization or sale of substantially all of the assetsof the ***Company***.     **“Code”**means the U.S. Internal Revenue Code of 1986, as amended.     **“Committee”**means a committee of the ***Board***comprised of at least two directors selected by the***Board***to administer the ***Plan***.     **“Common Share”**means a share of common stock, no par value, of the ***Company***.     **“Company”**means IMAX Corporation, a corporation organized under the laws of Canada.     **“Date of Grant”**means the date specified by the ***Board***or the ***Committee***on which an ***Award***shallbecome effective (which date shall not be earlier than the date on which the ***Board***or the ***Committee***takes action with respect thereto).
 

 
     The **“Exchange Act”**means the Securities Exchange Act of 1934, as amended from time to time.     **“Fair Market Value”**of a ***Common Share***on a given date means the higher of the closing price ofa ***Common Share***on such date (or the most recent trading date if such date is not a trading date) on***Stock Exchanges***.     **“Insider”**means any person who is a director or an officer of the ***Company***or any ***Subsidiary,***or who is directly or indirectly the beneficial owner of, or who exercises control or direction,more than 10% of total ***Common Share****s*issued by the ***Company***.     **“Option”**means the right to purchase a ***Common Share***upon exercise of a stock option grantedpursuant to the ***Plan***.     **“Option Price”**means the purchase price per ***Common Share***payable on exercise of an ***Option,***asdetermined by the ***Committee***in its sole discretion (subject to the terms of the ***Plan***) and as setforth in the applicable ***Agreement***.     **“Participant”**means a person to whom an ***Award***is to be made under the ***Plan***and who is at thetime of such ***Award***an employee or consultant of the ***Company,***or any of its ***Subsidiaries,***or aperson who is a director of the ***Company***or any of its ***Subsidiaries***and who is not also an employeeof the ***Company***or any of its ***Subsidiaries***at the ***Date of Grant,***or a person who has agreed tocommence serving in any such capacity within 90 days of the ***Date of Grant,***or any personal holdingcorporation controlled by any such person, the shares of which are held directly or indirectly bysuch person or such person’s spouse, minor children or minor grandchildren, or any registeredretirement savings plan or registered educational savings plan for the sole benefit of any suchperson.     **“Permanent Disability”**means a physical or mental disability or infirmity of the ***Participant***that prevents the normal performance of substantially all his duties as an employee of the ***Company***or any ***Subsidiary,***which disability or infirmity shall exist for any continuous period of 180 dayswithin any twelve-month period.     **“Stock Exchanges”**means one or more, as the context requires, of the New York Stock Exchange,the Toronto Stock Exchange and such securities exchange, if any, as may be designated by the ***Board,***from time to time.     **“Subsidiary”**means any corporation or other entity in which the ***Company***owns or controls,directly or indirectly, not less than 50% of the total combined voting power represented by allvoting securities or other voting interests in such entity.     **“Vested Options”**means, as of any date, ***Options***which by their terms are exercisable on suchdate.**3. Administration of the Plan** (a) The ***Plan***shall be administered, and ***Awards***shall be granted hereunder, by the***Board***or by or under the authority of the ***Committee*****.**A majority of the ***Committee***shallconstitute a quorum, and the action of the members of the ***Committee***present at anymeeting at which a quorum is present, or acts unanimously approved in writing, shall bethe acts of the ***Committee***.  (b) The interpretation and construction by the ***Committee***of any provision of the ***Plan***or of any ***Agreement,***and any determination by the ***Committee***pursuant to any provision ofthis ***Plan***or of any ***Agreement***shall be final and conclusive. No member of the ***Committee***shall be liable for any such action or determination made in good faith.
 

 
**4. Shares Available Under Plan**     The maximum number of ***Common Shares***which may be issued upon the exercise of ***Options***grantedunder the ***Plan***is 20% of the issued and outstanding ***Common Shares,***subject to adjustment asprovided in Section 10. Such ***Common Shares***may be shares previously issued or treasury shares or acombination of the foregoing. Any ***Common Shares***which are subject to ***Options***which have beenexercised, have expired or which have been surrendered without being exercised in full shall againbe available for issuance under this ***Plan,***resulting in a “reloading” of the ***Plan***up to thismaximum percentage of issued and outstanding ***Common Shares*****.****5. Limitations on Certain Grants**     Section 162(m) of the ***Code***requires that the ***Plan***include a limitation on the number of***Options***which may be granted to certain ***Participants***. The ***Board***or ***Committee***may, from time to timeand upon such terms and conditions as it may determine, grant ***Options***to ***Participants***provided,however, the maximum number of ***Options***intended to qualify for exemption under Section 162(m) ofthe ***Code***that may be awarded to any ***Participant***in any calendar year shall not exceed 4,000,000.**6. Agreement**     The terms and conditions of each ***Option***shall be embodied in a written agreement (the***“Agreement”***) in a form approved by the ***Committee***which shall contain terms and conditions notinconsistent with the ***Plan***and which shall incorporate the ***Plan***by reference**.*****Options***granted underthe ***Plan***shall comply with the following terms and conditions: (a) Each ***Agreement***shall specify the number of ***Common Shares***for which ***Options***havebeen granted.  (b) Each ***Agreement***shall specify the ***Option Price,***which shall not be less than 100%of the ***Fair Market Value***per ***Common Share***on the ***Date of Grant***.  (c) Each ***Agreement***shall specify that the ***Option Price***shall be payable in cash or bycheque acceptable to the ***Company***or by a combination of such methods of payment.  (d) Successive grants may be made to the same ***Participant***whether or not any ***Options***previously granted to such ***Participant***remain unexercised.  (e) Each ***Agreement***shall specify the applicable vesting schedule and the effectiveterm of the ***Option***. In the event of a termination of a ***Participant’s***employment byreason of death or ***Permanent Disability,***50% of such ***Participant’s Options***shall become***Vested Options***if such ***Options***were less than 50% vested at the time of suchtermination.  (f) ***Options***granted under the ***Plan***are not intended to qualify as “incentive stockoptions” within the meaning of Section 422A of the ***Code***.  (g) No ***Option***issued prior to June 18, 2008 shall be exercisable more than ten yearsfrom the ***Date of Grant*****.**No ***Options***issued on or after June 18, 2008, subject to earliercancellation, shall be exercisable for the later of ten years from the ***Date of Grant,***orin the event the 10 year anniversary of the ***Date of Grant***falls within a ***BlackoutPeriod,***the date which is ten days after the date on which the ***Blackout Period***hasended.  (h) Each ***Option***granted under the ***Plan***shall be subject to such additional terms andconditions, not inconsistent with the ***Plan,***which are prescribed by the ***Board***or the***Committee***and set forth in the applicable ***Agreement***.
 

 
 (i) As soon as practicable following the exercise of any ***Options,***the ***Common Shares***subject to the exercised ***Options***shall be issued in the name of the ***Participant***or asthe ***Participant***shall otherwise, in writing, direct.**7. Termination of Employment, Consulting Agreement or Term of Office** (a) In the event that a ***Participant’s***employment, consulting arrangement or term ofoffice with the ***Company***or one of its ***Subsidiaries***terminates for any reason, unless the***Board***or the ***Committee***determines otherwise, any ***Options***which have not become ***VestedOptions***shall terminate and be cancelled without any consideration being paid therefor.  (b) In the event that a ***Participant’s***employment with the ***Company***or one of its***Subsidiaries***is terminated without ***Cause,***or the ***Participant’s***employment is terminatedby reason of the ***Participant’s***voluntary resignation (including by reason ofretirement), death or ***Permanent Disability,***or upon the termination of a ***Participant’s***consulting arrangement or term of office, the ***Participant***(or the ***Participant’s***estate)shall be entitled to exercise the ***Participant’s Options***which have become ***Vested Options***as of the date of termination for a period of 30 days, or such longer period as the***Board***or the ***Committee***determines, following the date of termination.  (c) In the event that a ***Participant’s***employment, consulting arrangement or term ofoffice with the ***Company***or one of its ***Subsidiaries***is terminated for ***Cause,***such***Participant’s Vested Options***shall terminate and be cancelled without any considerationbeing paid therefor.**8. Transferability**     No ***Option***shall be transferable by a ***Participant***other than by will or the laws of descent anddistribution, provided, however, that ***Options***may be transferred if approved by the ***Board***or the***Committee***and by any regulatory authority having jurisdiction or stock exchange on which the ***CommonShares***subject to ***Options***are listed**.*****Options***shall be exercisable during the ***Participant’s***lifetime only by the ***Participant***or by the ***Participant’s***guardian or legal representative.**9. Change of Control**     All ***Options***granted under the ***Plan***(or any predecessor of the ***Plan***) shall immediately vest andbecome fully exercisable upon the occurrence of (a) a ***Change of Control;***and (b) the occurrence ofone or more of the following: (i) the ***Participant’s***employment or term of office with the ***Company,***or one of its ***Subsidiaries,***is terminated without ***Cause;***(ii) the diminution of the ***Participant’s***title and/or responsibilities; and (iii) the ***Participant***is asked to relocate more than twenty-five(25) miles from his/her existing office.**10. Adjustments**     The ***Committee***shall make or provide for such adjustments in the maximum number of ***CommonShares***specified in Section 4, in the number of ***Common Shares***or other securities or considerationcovered by outstanding ***Options***granted hereunder, and/or in the ***Option Price***applicable to such***Options***as the ***Board***or the ***Committee***in their sole discretion may determine is equitably requiredto prevent dilution or enlargement of the rights of ***Participants***that otherwise would result fromany stock dividend, stock split, combination of shares, recapitalization or other change in thecapital structure of the ***Company,***merger, consolidation, spin-off, reorganization, partial orcomplete liquidation, issuance of rights or warrants to purchase securities or any other corporatetransaction or event having an effect similar to any of the foregoing.**11. Fractional Shares**     The ***Company***shall not be required to issue any fractional ***Common Shares***pursuant to the ***Plan***.The ***Committee***may provide for the elimination of fractions or for the settlement of fractions incash.
 

 
**12. Withholding Taxes**     The ***Company***and its ***Subsidiaries***shall have the right to require any individual entitled toreceive ***Common Shares***pursuant to an ***Option***to remit to the ***Company,***prior to the issuance of any***Common Share***following the exercise of any ***Options,***any amount sufficient to satisfy any Canadianor United States federal, state, provincial or local tax withholding requirements. Prior to the***Company’s***determination of such withholding liability, such individual may make an irrevocableelection to satisfy, in whole or in part, such obligation to remit taxes by directing the ***Company***to withhold ***Common Shares***that would otherwise be received by such individual. Such election may bedenied by the ***Company***in its discretion, or may be made subject to certain conditions specified bythe Company, including, without limitation, conditions intended to avoid accounting charges and theimposition of liability against the individual under Section 16(b) of the ***Exchange A*****ct,**as amended,and the rules and regulations thereunder.**13. Registration Restrictions**     An ***Option***shall not be exercisable unless and until (i) a registration statement under theSecurities Act of 1933, as amended, has been duly filed and declared effective pertaining to the***Common Shares***subject to such ***Option,***or (ii) the ***Committee,***in its sole discretion determines thatsuch registration, qualification and status is not required as a result of the availability of anexemption from such registration, qualification, and status under such laws.**14. Shareholder Rights**     A ***Participant***shall have no rights as a shareholder with respect to any ***Common Shares***issuableupon exercise of an ***Option***until the ***Participant***has duly exercised the ***Option***in accordance withits terms and this ***Plan,***and the ***Common Shares***have been paid for in full and issued to the***Participant***.**15. Breach of Restrictive Covenants**     If (i) a ***Participant***is a party to an employment agreement with the ***Company***or any of its***Subsidiaries***or affiliates and (ii) such ***Participant***materially breaches any of the restrictivecovenants set forth in such employment agreement (including, without limitation, any restrictivecovenants relating to non-competition, non-solicitation or confidentiality), then all of such***Participant’s Options***(whether or not ***Vested Options***) shall terminate and be cancelled withoutconsideration being paid therefor.**16. Section 409A of the Code**     If any provision of the ***Plan***or any ***Agreement***contravenes any regulations or Treasury guidancepromulgated under Section 409A of the ***Code***or would cause the ***Awards***to be subject to the interestand penalties under Section 409A of the ***Code,***such provision of the ***Plan***or any ***Agreement***shall bemodified to maintain, to the maximum extent practicable, the original intent of the applicableprovision without violating the provisions of Section 409A of the ***Code***.**17. Amendments**     The ***Board***or the ***Committee***reserves the right, in its sole discretion, to amend, suspend orterminate the ***Plan***or any portion thereof at any time, and outstanding ***Options***or ***Agreements***thereunder, in accordance with applicable legislation, without obtaining the approval ofshareholders; provided, however, that no termination or amendment of the ***Plan***or any waiver of anyprovision of any ***Option***or ***Agreement***may, without the consent of the ***Participant***to whom any ***Award***shall have been granted, adversely affect the rights of such ***Participant***in such **Award;**providedfurther, however that amendments shall be subject to (i) the approval of a majority of the ***CommonShares***entitled to vote if the Committee determines that such approval is necessary in order forthe ***Company***to rely on the exemptive relief provided under Rule 16b-3 under the ***Exchange Act***and(ii) all other approvals, whether regulatory, shareholder or otherwise, which are required byregulatory authority having jurisdiction or a Stock Exchange. Notwithstanding the foregoing, theCompany will be required to obtain the approval of the shareholders of the ***Company***for anyamendment related to:
 

 
          a) reduces the ***Option Price***of an ***Award***held by an ***Insider;***          b) extends the term of an ***Award***held by an ***Insider,***except as otherwise provided in Section19; or          c) increases the number of ***Common Shares***reserved under the ***Plan***.**18. Miscellaneous**     The ***Plan***shall not confer upon a ***Participant***any right with respect to continuance ofemployment or other service with the ***Company***or any ***Subsidiary,***nor will it interfere in any waywith any right the ***Company***or any ***Subsidiary***would otherwise have to terminate such ***Participant’s***employment or other service at any time**.****19. Black Out Periods**     Except as otherwise provided in Section 6(g) or in any ***Option Agreement,***if the date on whichan ***Option***expires occurs during or within 10 days after the last day of a ***Blackout Period,***theexpiry date for the ***Option***will be 10 days after the date on which the ***Blackout Period***has ended.**20. Effective Date**     The ***Plan,***as amended, shall be effective as of June 18, 2008.**21. Governing Law**     The ***Plan***and all rights hereunder shall be construed in accordance with and governed by thelaws of the Province of Ontario and the laws of Canada applicable therein.*June 2008*