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Exhibit 10.11
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April 4, 2000
John M. Davison
57 Hanna Road
Toronto, Ontario
Canada, M4G-3M8
Dear John:
In connection with your recent promotion to President, Imax Ltd., we would like
to formally adopt two (2) provisions applicable to your ongoing employment with
the Company (as defined below). Both of these provisions, which relate to your
Imax Corporation ("Imax") (Imax and its affiliates shall hereinafter
collectively be referred to as the "Company") stock options, shall supersede
any previous agreement or understanding you had with the Company with regard to
the subject matters contained herein.
1. Future Vesting Schedule for Options
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This provision, effective on the date hereof, shall govern all grants you
receive after the date hereon of non-qualified options (the "Options") to
purchase shares of common stock of Imax (the "Common Shares") pursuant to the
Imax Stock Option Plan (the "Option Plan") (such grants of future Options being
referred to hereinafter as "Future Options"). All Future Options shall vest and
become exercisable in increments of thirty-three and one-third percent (33 1/3%)
on each of the first three (3) anniversary dates of the respective grant dates
of such Future Options. All such Future Options 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 you as of the respective grant dates of such Future
Options. All of the terms contained in this paragraph 1 shall be expressly
contingent upon your not (a) resigning from your employment with, or (b) being
terminated with cause by the Company on or before the second anniversary of the
date hereof (the "Second Anniversary Date"). In connection with the preceding
sentence, you may not exercise, except in connection with a Change of Control
(as defined below), more than sixty percent (60%) of any vested Future Options
until on or after the Second Anniversary Date.
2. Change of Control Vesting for Options
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Notwithstanding anything contained in the Option Plan or elsewhere to the
contrary, effective as of the date hereof, all Options granted to you pursuant
to the Option Plan, including all existing Options and all Future Options,
shall, whether or not exercisable, vest and become immediately exercisable in
the event of both of: (a) a Change of Control
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of the Company ("Change of Control" shall be defined as any person, or group of
persons acting in concert, other than a group including Bradley J. Wechsler and
Richard L. Gelfond, acquiring greater than fifty percent (50%) of the
outstanding Common Shares, whether by direct of indirect acquisition or as a
result of a merger, reorganization or sale of substantially all of the assets of
Imax (other than a corporate restructuring)) and (b) the occurrence of one or
more of the following: (i) Bradley J. Wechsler and Richard L. Gelfond cease to
be Chief Executive Officers of the Company; (ii) your termination from the
Company without cause; (iii) the diminution of your title and/or
responsibilities; or (iv) you are asked to relocate and work from an office
which is more than twenty-five (25) miles from either of your existing offices
in Mississauga or New York.
The above terms are expressly subject to and contingent upon the approval of the
Board of Directors' Compensation Committee.
The terms of this letter agreement shall be modified only by a written document
executed by you and the Company.
This letter agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.
Kindly indicate your acceptance of all of the terms herein by signing where
provided below.
Sincerely,
IMAX CORPORATION
By: Richard L. Gelfond
Co-Chairman & Co-CEO
ACCEPTED AND CONSENTED:
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John M. Davison
