SERVICES
AGREEMENT dated and effective as of December 11, 2008 (the
“Agreement” ) between IMAX CORPORATION (
“IMAX,” the “Company” ) and
BRADLEY J. WECHSLER (the “Chairman”
).
WHEREAS,
Chairman, the Company and IMAX’s Board of Directors (the
“Board” ) have all agreed to the termination of
Chairman’s employment as Co-Chief Executive Officer of the
Company and of his July 1, 1998 employment agreement, as amended
(the “Employment Agreement” ), effective as of
April 1, 2009 (the “Effective Date”
);
WHEREAS, the
Board has approved terms under which Chairman shall serve as
Chairman of the Board of the Company for the Term (as defined
below) effective as of the Effective Date; and
WHEREAS, the
Company wishes to enter into this Agreement to engage Chairman to
provide services to the Company and Chairman wishes to be so
engaged, pursuant to the terms and conditions hereinafter set
forth;
NOW, THEREFORE,
in consideration of the premises and of the mutual covenants and
agreements herein contained, the parties hereto agree as
follows:
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1.
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Term. The term of the Agreement shall
begin on the Effective Date and run through the earlier of
(i) such date that Chairman is not
re-elected to the Board, and (ii) April 1, 2011 (the
“Term” ); provided , however ,
that the Board agrees to use its best efforts to cause Chairman to
be re-elected to the Board in 2010 unless Chairman has engaged in
activity that would have constituted dismissal for Cause as that
term is defined in the Employment Agreement.
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2.
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Services . Chairman shall serve as Chairman
of the Board of the Company throughout the Term. In such capacity,
Chairman shall serve as the primary liaison on the Board’s
behalf with management, and be responsible for the following items,
including but not limited to: (a) leading the Board and working
with the senior corporate team to create transparency for the
Board, particularly with regard to key operational and financial
metrics, strategies and controls; (b) providing input to the
CEO in determining company-wide strategic objectives to be
presented and discussed with the full Board; and (c) receiving
regularly scheduled updates from the CEO, COO and CFO as needed.
Certain of Chairman’s specific responsibilities are outlined
in Schedule “A” attached hereto. It is the
intention of the parties that the services (the
“Services” ) provided to the Company under this
Agreement shall initially require no more than between
20% — 40% of the full working time of Chairman. Subsequently
during the Term, if it becomes clear that less than 20% of the full
working time of Chairman is required for the Services, the parties
agree to negotiate in good faith to revise the Fee (as defined
below).
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3.
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Compensation and
Benefits. During the Term, Chairman shall
receive a cash stipend of $200,000 for each year served as Chairman
of the Board, payable in equal parts fifteen (15) days after the
end of each calendar quarter (the “Fee” ). The
Company shall also reimburse Chairman for all reasonable
out-of-pocket expenses in the performance of his obligations under
this Agreement for which documentation reasonably satisfactory to
IMAX is provided, including
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