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Imax Corp. – ‘10-Q’ for 9/30/22 – ‘EX-10.1’

On:  Monday, 10/31/22, at 5:01pm ET   ·   For:  9/30/22   ·   Accession #:  950170-22-20630   ·   File #:  1-35066

Previous ‘10-Q’:  ‘10-Q’ on 7/29/22 for 6/30/22   ·   Next:  ‘10-Q’ on 4/27/23 for 3/31/23   ·   Latest:  ‘10-Q’ on 4/25/24 for 3/31/24   ·   2 References:   

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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

Quarterly Report   —   Form 10-Q

Filing Table of Contents

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’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.1  

Execution Version

 

IMAX CORPORATION

Exhibit 10.1

 

SECOND AMENDMENT TO EMPLOYMENT AGREEMENTimg12816873_0.jpg

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".

 

2.
Annual Bonus. Section 3(b) of the Agreement shall be deleted in its entirety and replaced with the following:

(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

 

3.
Annual Long-Term Incentive Compensation. Section 3(l) of the Agreement shall be amended to replace January 1, 2020, January 1, 2021, and January 1, 2022 with January 1, 2023, January 1, 2024, and January 1, 2025.” Furthermore, Schedule B of the Agreement shall be deleted in its entirety and replaced with Schedule B hereto.
4.
Severance Upon Termination Without Cause; Resignation for Good Reason. Section 4(c)(iv) of the Agreement shall be deleted in its entirety and replaced with the following:
(iv)
The Company shall pay the Executive an amount equal to 200% of the Base Salary for each remaining year or partial year of the Term, if any, but not to exceed two years (the "Severance Amount") for the period (the "Severance Period") beginning on the day following the Executive's Separation from Service and continuing until the later of (x) December 31, 2025 and (y) the first anniversary of the Executive's Separation from Service, payable on the following schedule: (l) 50% of the Severance Amount shall be paid in equal installments over the Severance Period, in accordance with the Company's ordinary payroll practices in effect from time to time, and (2) the remaining 50% of the Severance Amount will be payable as follows: (A) if the Executive's Separation from Service occurs in the 2023 calendar year, one-sixth (1/6th) of the Severance Amount will be payable on each of March l, 2024, March 1, 2025 and March l, 2026; (B) if the Executive's Separation from Service occurs in the 2024 calendar year, one-fourth (1/4th) of the Severance Amount will be payable on each of March l, 2025 and March l, 2026; or (C) if the Executive's Separation from Service occurs in the 2025 calendar year, one-half (1/2) of the Severance Amount will be payable on March l, 2026.

 

5.
The entering into this Second Amendment shall not prejudice any rights or waive any obligations under the Agreement or any other agreement between the Executive and the Company.

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

 

 

EBITDA (Applies to 60% of PSUs)

 

 

 

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%

 

 

 

Relative TSR vs. IMAX Peer Group (Applies to 40% of PSUs)

 

 

 

 

 

 

Performance Percentile

Payout % of Target

 

 

 

 

 

 

<25%

0%

 

Threshold

25%

30%

 

 

 

 

 

Target

50%

100%

 

 

 

 

 

Maximum

≥ 90%

150%

 

 

 

IMAX Peer Group = the Compensation Committee approved compensation peer group (as disclosed in the Company’s proxy statement) at the time of the annual PSU grant.

 

Payout calculated by determining the threshold, target, and maximum percentiles for the peer companies, and interpolating the Company’s TSR relative to those points.

 

 

 



Dates Referenced Herein   and   Documents Incorporated by Reference

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:10/31/228-K
For Period end:9/30/22
9/19/228-K
1/1/22
1/1/21
1/1/20
11/8/168-K
 List all Filings 


2 Subsequent Filings that Reference this Filing

  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
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