AMENDED & RESTATED STOCK
OPTION PLAN
The purposes of
the IMAX Stock Option Plan (the “ Plan ”)
are to attract, retain and motivate directors, officers, key
employees and consultants of the Company and its Subsidiaries and
to provide to such persons incentives and awards for superior
performance.
As used in this
Plan the following terms have the following
meanings:
“Agreement” has the meaning set forth in
Section 6 below.
“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 of his
obligations under his employment agreement with the
Company or one of its Subsidiaries or
the applicable Agreement; (ii) the continued
failure or refusal of the Participant to
substantially perform 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 regulation
applicable 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
financial condition or business reputation of, or is otherwise
materially injurious to, the Company or any of its
Subsidiaries .
“Change
of Control” means an event or series of events where any
person, or group of persons acting in concert, not including
Bradley J. Wechsler and Richard L. Gelfond, acquire 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, reorganization or sale of
substantially all of the assets of 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 shall become 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.
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“Fair
Market Value” of a Common Share on a given
date means the higher of the closing price of a 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 granted
pursuant to the Plan .
“Option
Price” means the purchase price per Common
Share payable on exercise of an Option, as
determined by the Committee in its sole discretion
(subject to the terms of the Plan ) and as set forth
in the applicable Agreement .
“Participant” means a person to whom an
Award is to be made under the Plan and
who is at the time of such Award an employee or
consultant of the Company, or any of its
Subsidiaries, or a person who is a director of the
Company or any of its Subsidiaries and
who is not also an employee of the Company or any of
its Subsidiaries at the Date of Grant,
or a person who has agreed to commence serving in any such capacity
within 90 days of the Date of Grant, or any
personal holding corporation controlled by any such person, the
shares of which are held directly or indirectly by such person or
such person’s spouse, minor children or minor grandchildren,
or any registered retirement savings plan or registered educational
savings plan for the sole benefit of any such person.
“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 days within any twelve-month
period.
“Stock
Exchanges” means one or more, as the context requires, of
the NASDAQ Global Market, 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 all voting securities or other voting
interests in such entity.
“Vested
Options” means, as of any date, Options
which by their terms are exercisable on such date.
3. Administration of the
Plan
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(a)
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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 shall constitute a quorum, and the
action of the members of the Committee present at any
meeting at which a quorum is present, or acts unanimously approved
in writing, shall be the acts of the Committee
.
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(b)
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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 of this
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.
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4. Shares Available Under
Plan
The maximum number
of Common Shares which may be issued upon the
exercise of Options granted under the
Plan is 20% of the issued and outstanding
Common Shares, subject to adjustment as provided in
Section 10. Such Common Shares may be shares
previously issued or treasury shares or a combination of the
foregoing. Any Common Shares which are subject to
Options which have been exercised, have expired or
which have been surrendered without being exercised in full shall
again be available for issuance under this Plan,
resulting in a “reloading” of the Plan up
to this maximum 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
time and upon such terms and conditions as it may determine,
grant
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