IMAX CORPORATION
EXHIBIT 10.16
AMENDING AGREEMENT
This Amendment to Employment Agreement dated and effective as of May 14, 2003
(the "Amending Agreement") is made between:
IMAX CORPORATION, a corporation incorporated under the laws of Canada
(hereinafter referred to as the "Company"),
And
FRANCIS T. JOYCE (the "Executive")
WHEREAS, the Company wishes to enter into this Amending Agreement to amend and
extend the Employment Agreement dated as of May 14, 2001 between the Company and
Executive (the "Agreement"), whereunder the Executive provides services to the
Company, and the Executive wishes to so continue such engagement, as hereinafter
set forth;
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 14th day of May, 2001 (the "Commencement Date") and shall
terminate on the earlier of (i) May 14, 2005, or (ii) the termination of the
Employee's employment pursuant to this Agreement. The period commencing as of
the Commencement Date and ending on May 14, 2005 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." The above notwithstanding,
the minimum severance provisions of this agreement as defined in par. 4.1 along
with the Termination Payment as defined in par. 4(a) shall survive this
Agreement."
2. Section 2.1 of the Agreement shall be deleted and replaced with the
following:
"Section 2.1 Base Salary. Effective May 14, 2003, the Executive's Base Salary
shall be US$300,000. Effective May 14, 2004, the Executive's Base Salary shall
be US$310,000."
3. Section 2.2 of the Agreement shall be deleted and replaced with the
following:
"Section 2.2 Bonus. In addition to the Base Salary, during the Employment Term
the Executive shall be entitled to participate in the management bonus plan of
the Company which applies to senior executives of the Company. The Executive
shall participate in that plan on the basis that the target annual bonus pool
eligibility of the Executive shall be 35% of his Base Salary (the "Target
Bonus") in any year, which will entitle the Executive to earn a bonus, according
to the terms of the bonus plan, of up to 50% of his Base Salary. The Executive
acknowledges that the said bonus plan may be changed from time to time by the
Company without notice to or any requirement to obtain the consent of the
Executive and without the Executive having any claim against the Company with
respect to any changes thereto, including any claims of constructive dismissal.
Following any changes to the said plan, the Executive will be given notice of
the changes in the same manner as are other executives of the Company of the
Executive's stature. Any annual bonus will be prorated for any part calendar
year of employment hereunder."
IMAX CORPORATION
EXHIBIT 10.16
4. Section 2.3 of the Agreement shall be amended by the addition of the
following:
"Effective as soon as is practicable after May 14, 2003, the Executive shall be
granted non-qualified options (the "Renewal Options") to purchase 66,000 shares
of common stock of the Company at an exercise price per Common Share equal to
the Fair Market Value, as defined in the Option Plan. Thirty-three and one third
percent (33.3%) of the Renewal Options shall vest and become exercisable on each
of the first three anniversary dates of the grant date. The Renewal Options
granted hereunder shall be subject to the terms and conditions of the Option
Plan and the stock option agreement to be entered into between the Company and
the Executive as of the applicable date of grant pursuant to, and in accordance
with, the terms of the Option Plan; provided, however that any of the said
Renewal Options together with all other options granted to the Executive under
the Option Plan, which are not yet exercisable shall become vested and
immediately exercisable in the event of both of (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; and (b) the
occurrence of one or more of the following: (i) Bradley J. Wechsler and Richard
L. Gelfond cease to be Co-Chief Executive Officers of the Company; (ii) the
Executive's termination from the Company Without Cause; (iii) the diminution of
the Executive's title and/or responsibilities; or (iv) the Executive being asked
to relocate more than 30 miles from his then current office in New York.
Further, should the Executive's employment be terminated Without Cause for
reasons other than a change in control, (as defined in Section 4(b) below), a
minimum of 75% of the Executive's outstanding Renewal Options shall become
vested and immediately exercisable."
Except as amended herein, all other terms of the Agreement and Amending
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 15th day of June, 2003
IMAX CORPORATION
By: /s/ Mary Sullivan
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Name: Mary Sullivan
Title: Senior Vice President
Human Resources & Administration
By: /s/ G. Mary Ruby
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Name: G. Mary Ruby
Title: Senior Vice President
Legal Affairs
EXECUTIVE:
/s/ Francis T. Joyce
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Francis T. Joyce