exv10w24






IMAX CORPORATION




EXHIBIT 10.24



THIRD AMENDING AGREEMENT


This Amendment to Employment Agreement dated as of February 14, 2006 (the “Amending Agreement”) is
made between:



IMAX CORPORATION, a corporation incorporated under the laws of Canada (hereinafter referred to as
the “Company”),



and



ROBERT D. LISTER (the “Executive”)



WHEREAS, the Company wishes to enter into this Amending Agreement to amend and extend the
Employment Agreement dated as of May 17, 1999 between Imax Ltd, the Company and Executive, as
modified and amended by those Amending Agreements dated as of April 4, 2001 and January 1, 2004,
(together, the “Agreement”), whereunder the Executive provides services to the Company, and the
Executive wishes to so continue such engagement, as hereinafter set forth;



AND WHEREAS, on January 1, 2001 Imax Ltd. assigned all of its rights and obligations pursuant to
the Agreement to the Company, and the Executive has consented to such assignment;



NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:



1. Section 1.3 of the Agreement shall be deleted and replaced with the following:



“Section 1.3 Term of Employment. The Employee’s employment under this Agreement
commenced on the 17th day of May, 1999 (the “Commencement Date”) and shall terminate on the earlier
of (i) January 1, 2008, or (ii) the termination of the Employee’s employment pursuant to this
Agreement. The period commencing as of the Commencement Date and ending on January 1, 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.”



2. Section 2.1 of the Agreement shall be deleted and replaced with the following:




“Section 2.1 Base Salary. Effective January 1, 2006, the Executive’s Base Salary shall be

US$ 365,700. Effective January 1, 2007, the Executive’s
Base Salary shall be US$ 402,270.”




 









 





3. Section 6 of the Agreement shall be deleted and replaced with the following:



Subject to Section 7.1 and 7.2, the Executive shall 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, upon
Executive’s obtaining such other employment or remunerative activity any payment to be made by the
Company under Section 4.1.1 (other than the Termination Payment) will be reduced by a total of
one-quarter (1/4) of the amount of such payment prior to the Executive’s obtaining new employment
or remunerative activity. Notwithstanding anything herein to the contrary, in the event that there
is either (a) a change in control of the Company i.e. any person, or group of persons acting in
concert, other than Bradley J. Wechsler and Richard L. Gelfond, acquiring greater than fifty
percent (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 (b) a significant change in the
Executive’s reporting relationship (either, a “Non-Mitigation Event”), then, if at any time
subsequent to the occurrence of such Non-Mitigation Event the Executive is terminated from the
Company Without Cause, (i) Executive shall have no obligation to mitigate the amounts provided in
Section 4.1.1, and (ii) the Severance Period (as defined in Section 4.1.1) shall be a minimum of
eighteen (18) months in duration. For clarity, a termination of Executive’s employment Without
Cause shall include, but not be limited to, the events cited in Section 2.3(b)(iii) and (iv), and a
termination by virtue of the expiry of the Agreement.



4. The parties confirm that the August 21, 2000 letter agreement with regard to Executive’s
incentive payments and benefits remains in full force and effect and Executive shall be entitled to
US$ 107,500 thereunder from the Company upon a termination Without Cause within two (2) years of the
completion of a Transaction (as defined therein).



5. Effective as soon as is practicable after the date hereof, the Executive shall be granted
non-qualified
options (the “Options”) to purchase 50,000 shares of common stock of the Company (the “Common
Shares”), at an exercise price per Common Share equal to the Fair Market Value, as defined in the
Company’s Stock Option Plan. The Options shall vest as to 10% on the first anniversary of the
grant date, 15% on the second anniversary of the grant date, 20% on the third anniversary of the
grant date, 25% on the fourth anniversary of the grant date and 30% on the fifth anniversary of the
grant date, and shall otherwise be treated in accordance with the terms of Section 2.3 of the
Agreement.






 









 







Except as amended herein, all other terms of the Agreement shall remain in full force, unamended.



IN WITNESS WHEREOF, the Company and the Executive have duly executed and delivered this Amending
Agreement on this 14th day of February, 2006.




	 	 	 	 	 	 	 

	 	 	IMAX CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	“Richard L. Gelfond”
 

	 	 
	 

	 	 	 	Name: Richard L. Gelfond 


Title: Co-Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	“Bradley J. Wechsler”
 

Name: Bradley J. Wechsler
	 	 
	 

	 	 	 	Title: Co-Chief Executive Officer	 	 






	 	 	 	 	 

	SIGNED, SEALED AND DELIVERED

	 	EXECUTIVE:	 	 
	in the presence of:
	 	 	 	 
	 
	 	 	 	 
	             “Stephen G. Abraham”
 

Witness Stephen G. Abraham

	 	“ Robert D. Lister”
 

Robert D. Lister