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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/31/22 Imax Corp. 10-Q 9/30/22 124:35M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 9.03M 2: EX-10.1 Material Contract HTML 109K 3: EX-31.1 Certification -- §302 - SOA'02 HTML 43K 4: EX-31.2 Certification -- §302 - SOA'02 HTML 43K 5: EX-32.1 Certification -- §906 - SOA'02 HTML 38K 6: EX-32.2 Certification -- §906 - SOA'02 HTML 39K 12: R1 Document and Entity Information HTML 92K 13: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 153K 14: R3 Condensed Consolidated Balance Sheets HTML 42K (Parenthetical) 15: R4 Condensed Consolidated Statements of Operations HTML 143K (Unaudited) 16: R5 Condensed Consolidated Statements of Comprehensive HTML 92K Loss (Unaudited) 17: R6 Condensed Consolidated Statements of Cash Flows HTML 141K (Unaudited) 18: R7 Condensed Consolidated Statements of Shareholders' HTML 155K Equity (Unaudited) 19: R8 Basis of Presentation HTML 75K 20: R9 Impact of COVID-19 Pandemic HTML 41K 21: R10 Recently Issued Accounting Standards HTML 53K 22: R11 Acquisition HTML 89K 23: R12 Receivables HTML 1.18M 24: R13 Lease Arrangements HTML 297K 25: R14 Inventories HTML 69K 26: R15 Borrowings HTML 160K 27: R16 Commitments, Contingencies and Guarantees HTML 67K 28: R17 Condensed Consolidated Statements of Operations HTML 163K Supplemental Information 29: R18 Condensed Consolidated Statements of Cash Flows HTML 228K Supplemental Information 30: R19 Income Taxes HTML 255K 31: R20 Capital Stock and Reserves HTML 443K 32: R21 Revenue from Contracts with Customers HTML 965K 33: R22 Segment Reporting HTML 423K 34: R23 Employees Pension and Postretirement Benefits HTML 103K 35: R24 Financial Instruments HTML 332K 36: R25 Non-Controlling Interests HTML 71K 37: R26 Basis of Presentation (Policies) HTML 172K 38: R27 Basis of Presentation (Tables) HTML 56K 39: R28 Acquisition (Tables) HTML 80K 40: R29 Receivables (Tables) HTML 1.15M 41: R30 Lease Arrangements (Tables) HTML 290K 42: R31 Inventories (Tables) HTML 61K 43: R32 Borrowings (Tables) HTML 82K 44: R33 Condensed Consolidated Statements of Operations HTML 136K Supplemental Information (Tables) 45: R34 Condensed Consolidated Statements of Cash Flows HTML 223K Supplemental Information (Tables) 46: R35 Income Taxes (Tables) HTML 245K 47: R36 Capital Stock and Reserves (Tables) HTML 387K 48: R37 Revenue from Contracts with Customers (Tables) HTML 956K 49: R38 Segment Reporting (Tables) HTML 409K 50: R39 Employees Pension and Postretirement Benefits HTML 67K (Tables) 51: R40 Financial Instruments (Tables) HTML 310K 52: R41 Non-Controlling Interests (Tables) HTML 56K 53: R42 Basis of Presentation - Additional Information HTML 81K (Details) 54: R43 Basis of Presentation - VIEs Total Assets and HTML 55K Liabilities (Details) 55: R44 Impact of COVID-19 Pandemic - Additional HTML 42K Information (Details) 56: R45 Acquisition - Additional Information (Details) HTML 57K 57: R46 Acquisition - Schedule of Subject to Revision Upon HTML 70K Completion of Valuation Procedures (Details) 58: R47 Receivables - Summary of Allowance For Credit HTML 57K Losses Related to Accounts Receivable (Details) 59: R48 Receivables - Additional Information (Details) HTML 67K 60: R49 Receivables - Schedule of Financing Receivables HTML 63K (Details) 61: R50 Receivables - Schedule of Weighted-average HTML 43K Remaining Lease Term and Weighted-average Interest Rate (Details) 62: R51 Receivables - Schedule of Net Investment In Leases HTML 61K by Credit Quality Indicator (Details) 63: R52 Receivables - Schedule of Financed Sale HTML 77K Receivables by Credit Quality Indicator (Details) 64: R53 Receivables - Schedule of Aging Analysis for Net HTML 79K Investment in Leases and Financed Sale Receivables (Details) 65: R54 Receivables - Schedule of Net Investment in Leases HTML 100K and Financed Sale Receivables with Billed Amounts Past Due Continues to Accrue Finance Income (Details) 66: R55 Receivables - Schedule of Net Investment in Leases HTML 48K and Financed Sale Receivables on Nonaccrual Status (Details) 67: R56 Receivables - Summary of Allowance for Credit HTML 51K Losses Related to Net Investment in Leases and Financed Sale Receivables (Details) 68: R57 Receivables - Summary of Allowance For Credit HTML 43K Losses Related to Variable Consideration Receivables (Details) 69: R58 Lease Arrangements - Additional Information HTML 64K (Details) 70: R59 Lease Arrangements - Components of Operating Lease HTML 50K Expense (Details) 71: R60 Lease Arrangements - Supplemental Cash and HTML 47K Non-Cash Flow Information Related to Leases (Details) 72: R61 Lease Arrangements - Lessee Operating Lease HTML 54K Balance Sheet Amounts and Lines (Details) 73: R62 Lease Arrangements - Lessee Operating Lease HTML 37K Balance Sheet Amounts and Lines (Parenthetical) (Details) 74: R63 Lease Arrangements - Lessee Leases Weighted HTML 47K Average Remaining Lease Term and Weighted Average Interest Rate (Details) 75: R64 Lease Arrangements - Lessee Operating and Finance HTML 73K Lease, Maturity (Details) 76: R65 Lease Arrangements - Schedule of Maturities of HTML 58K Lease Receivables (Details) 77: R66 Inventories - Inventories (Details) HTML 43K 78: R67 Inventories - Additional Information (Details) HTML 50K 79: R68 Borrowings - Revolving Credit Facility Borrowings, HTML 52K Net (Details) 80: R69 Borrowings - Additional Information (Details) HTML 241K 81: R70 Borrowings - Summary of Convertible Notes, Net HTML 44K (Details) 82: R71 Commitments, Contingencies and Guarantees - HTML 71K Additional Information (Details) 83: R72 Condensed Consolidated Statements of Operations HTML 51K Supplemental Information - Summary of Selling Expenses, Including Sales Commissions and Other Selling Expenses (Details) 84: R73 Condensed Consolidated Statements of Operations HTML 75K Supplemental Information - Additional Information (Details) 85: R74 Condensed Consolidated Statements of Cash Flows HTML 52K Supplemental Information - Summary of Changes in Other Operating Assets and Liabilities (Details) 86: R75 Condensed Consolidated Statements of Cash Flows HTML 55K Supplemental Information - Summary of Depreciation and Amortization (Details) 87: R76 Condensed Consolidated Statements of Cash Flows HTML 39K Supplemental Information - Summary of Depreciation and Amortization (Parenthetical) (Details) 88: R77 Condensed Consolidated Statements of Cash Flows HTML 63K Supplemental Information - Write-downs (Details) 89: R78 Condensed Consolidated Statements of Cash Flows HTML 59K Supplemental Information - Write-downs (Parenthetical) (Details) 90: R79 Condensed Consolidated Statements of Cash Flows HTML 47K Supplemental Information - Significant Non-cash Investing Activities - (Details) 91: R80 Condensed Consolidated Statements of Cash Flows HTML 38K Supplemental Information - Significant Non-cash Investing Activities (Parenthetical) (Details) 92: R81 Condensed Consolidated Statements of Cash Flows HTML 47K -Supplemental Information - Additional Information (Details) 93: R82 Income Taxes - Additional Information (Details) HTML 49K 94: R83 Income Taxes - Schedule of Effective Tax Rates HTML 80K (Details) 95: R84 Income Taxes - Income Tax Expense in Other HTML 50K Comprehensive Loss (Details) 96: R85 Capital Stock and Reserves - Additional HTML 154K Information (Details) 97: R86 Capital Stock and Reserves - Stock Compensation HTML 46K (Details) 98: R87 Capital Stock and Reserves - Stock-based HTML 53K Compensation by Plan Type (Details) 99: R88 Capital Stock and Reserves - Schedule of HTML 67K Share-based Compensation, Stock Options, Activity (Details) 100: R89 Capital Stock and Reserves - Restricted Stock HTML 58K Units Activity under the IMAX LTIP (Details) 101: R90 Capital Stock and Reserves - Performance Stock HTML 53K Units Activity under the IMAX LTIP (Details) 102: R91 Capital Stock and Reserves - Basic and Diluted HTML 44K Per-share Computations (Details) 103: R92 Revenue from Contracts with Customers - HTML 200K Disaggregation of Revenue by Segment (Details) 104: R93 Revenue from Contracts with Customers - Additional HTML 39K Information (Details) 105: R94 Segment Reporting - Additional Information HTML 40K (Details) 106: R95 Segment Reporting - Segment Reporting Information HTML 103K by Category and Reportable Segment (Details) 107: R96 Segment Reporting - Segment Reporting Information HTML 38K by Category and Reportable Segment (Parenthetical) (Details) 108: R97 Segment Reporting - Summary of Revenues By HTML 70K Geographic Area (Details) 109: R98 Segment Reporting - Summary of Revenues By HTML 42K Geographic Area (Parenthetical) (Details) 110: R99 Employees Pension and Postretirement Benefits - HTML 95K Additional Information (Details) 111: R100 Employee's Pension and Postretirement Benefits - HTML 45K Amounts Accrued and Unfunded Status (Details) 112: R101 Financial Instruments - Additional Information HTML 85K (Details) 113: R102 Financial Instruments - Fair Value of Financial HTML 72K Instruments (Details) 114: R103 Financial Instruments - Notional Amount of HTML 41K Derivative (Details) 115: R104 Financial Instruments - Fair Value of Foreign HTML 49K Exchange Contracts (Details) 116: R105 Financial Instruments - Derivatives in Foreign HTML 48K Currency Hedging Relationships (Details) 117: R106 Financial Instruments - Non Designated Derivatives HTML 42K in Foreign Currency Relationships (Details) 118: R107 Non-Controlling Interests - Additional Information HTML 69K (Details) 119: R108 Non-Controlling Interests - Summary of Movement of HTML 45K the Non-controlling Interest in Temporary Equity Related to Original Film Fund (Details) 122: XML IDEA XML File -- Filing Summary XML 242K 120: XML XBRL Instance -- imax-20220930_htm XML 11.32M 121: EXCEL IDEA Workbook of Financial Reports XLSX 298K 11: EX-101.CAL XBRL Calculations -- imax-20220930_cal XML 344K 8: EX-101.DEF XBRL Definitions -- imax-20220930_def XML 1.40M 9: EX-101.LAB XBRL Labels -- imax-20220930_lab XML 2.47M 10: EX-101.PRE XBRL Presentations -- imax-20220930_pre XML 1.86M 7: EX-101.SCH XBRL Schema -- imax-20220930 XSD 396K 123: JSON XBRL Instance as JSON Data -- MetaLinks 702± 1.15M 124: ZIP XBRL Zipped Folder -- 0000950170-22-020630-xbrl Zip 812K
EX-10.1 |
Execution Version
IMAX CORPORATION
Exhibit 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This agreement (this "Second Amendment") amends, effective as of January 1, 2023 (the Effective Date"), the employment agreement between Richard L. Gelfond (the "Executive") and IMAX Corporation (the "Company"), dated November 8, 2016, as amended effective January 1, 2020 (the “First Amendment”), (together, the "Agreement"), in accordance with the provisions of Section 15 of the Agreement. Except as otherwise expressly set forth below in this Second Amendment from and after the Effective Date, the Agreement shall continue in full force and effect on the same terms and conditions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
l . Term. Section 2 of the Agreement shall be amended to replace references to "December 31, 2022" with references to "December 31, 2025".
(b) Bonus. The Executive shall be eligible to receive an incentive bonus of up to 200% of his Base Salary for each calendar year during the Term (the "Bonus"). The Executive's target bonus shall be 100% of his Base Salary ("Target Bonus"). For each year of the Term, 80% of Executive's Bonus shall be calculated based on achievement of non-discretionary criteria (the "Formula Bonus") established by the Compensation Committee of the Board (the "Compensation Committee") for the applicable year and 20% shall be determined at the end of the applicable year in the discretion of the Compensation Committee. The discretionary component of the Bonus will be a judgment-based assessment by the Compensation Committee looking at performance in non-quantifiable areas of performance that are clearly connected to the business strategy and strategic drivers of Company performance. The Formula Bonus shall be comprised of goals in quantifiable areas that are either financial metrics or drivers of financial performance, and shall be established and developed reasonably and in good faith by the Compensation Committee after meaningful consultation with Executive and communicated to Executive, optimally within the first quarter of each calendar year. The Executive's performance against each such goal shall be measured on a sliding scale basis using linear interpolation, with performance ranges developed for each such measure; provided, that (i) 0% of the applicable portion of the Formula Bonus will be paid for performance below threshold; (ii) 50% of the applicable portion of the Formula Bonus will be paid for performance at threshold; (iii) 100% of the applicable portion of the Formula Bonus will be paid for performance at target; and (iv) a maximum of 200% of the applicable portion of the Formula Bonus will be paid for performance at or above maximum. Schedule A of the Second Amendment contains the performance criteria that the Compensation Committee has developed for Executive for 2022. The Bonus (if any) shall be paid on the date on which the Company pays out bonuses to Company management (but not later than March 15th of the year following the year in respect of which the Bonus is earned), subject to the Executive's continued employment through such date except otherwise provided herein; provided, that the Bonus, if any is earned, for calendar year 2025 shall be subject to the Executive's continued employment only through December 31, 2025.
Execution Version
DATED as of September 19, 2022
EXECUTIVE
/s/ Richard L. Gelfond Richard L. Gelfond
IMAX CORPORATION
By: /s/ Darren Throop
Name: Darren Throop
Title: Chair, Board of Directors
Execution Version
Schedule A
2022 Formula Bonus Criteria
|
Weight |
Target |
Threshold |
Threshold # |
Max |
Max |
|
% |
|
% down |
# |
% up |
# |
EBITDA (in thousands) |
25% |
93,187,000 |
15% |
79,208,950 |
20% |
111,824,400 |
GBO (in thousands) |
25% |
928,779,000 |
15% |
789,462,150 |
25% |
1,160,973,750 |
2022 New Connected Theaters |
10% |
185 |
50% |
93 |
20% |
222 |
EPS |
5% |
$0.36 |
15% |
$0.31 |
25% |
$0.45 |
Liquidity (in thousands)** |
15% |
489,323,000 |
15% |
415,924,550 |
20% |
587,187,600 |
** Liquidity shall be calculated excluding the impact of share repurchases and strategic investments
Execution Version
Schedule B
EBITDA and TSR Performance Conditions
|
|
|
Average Annual EBITDA Growth Over Performance Period |
# PSUs Earned as % of Target at end of Performance Cycle |
|
|
|
|
<5% |
0% |
|
5% |
50% |
|
10% |
75% |
|
12.5% |
100% |
|
15% |
125% |
|
17.5% |
150% |
|
≥ 20% |
175% |
|
|
|
|
|
|
Performance Percentile |
Payout % of Target |
|
|
|
|
|
|
<25% |
0% |
|
Threshold |
25% |
30% |
|
|
|
|
|
Target |
50% |
100% |
|
|
|
|
|
Maximum |
≥ 90% |
150% |
|
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/25 | ||||
3/1/25 | ||||
1/1/25 | ||||
1/1/24 | ||||
1/1/23 | ||||
12/31/22 | ||||
Filed on: | 10/31/22 | 8-K | ||
For Period end: | 9/30/22 | |||
9/19/22 | 8-K | |||
1/1/22 | ||||
1/1/21 | ||||
1/1/20 | ||||
11/8/16 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Imax Corp. 10-K 12/31/23 187:34M Donnelley … Solutions/FA 2/22/23 Imax Corp. 10-K 12/31/22 186:49M Donnelley … Solutions/FA |