IMAX Corporation and Robert D. Lister Executive Renewal Term Sheet (2014–2017)

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Summary

This agreement is between IMAX Corporation and Robert D. Lister, outlining the terms of his four-year employment renewal starting in 2014. It specifies his annual base salary, bonus target, and long-term incentive grants in the form of stock options and restricted stock units (RSUs), with a total grant value of $5.6 million over four years. The agreement also details vesting schedules, severance provisions, and conditions for termination and change in control, clarifying when additional severance or accelerated vesting may apply.

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EX-10.39 14 d679676dex1039.htm EX-10.39 EX-10.39

IMAX CORPORATION

EXHIBIT 10.39

Robert D. Lister Renewal – Term Sheet

January 23, 2014

Term: 4 years

 

Base Salary:    2014 – $625k
   2015 – $650k
   2016 – $675k
   2017 – $700k

Bonus Target: 60%

LTI: $1.4M/annum = $5.6M total grant value

 

  •   Terms:

 

  •   Four annual grants of $1.4M (first grant after current blackout ends)

 

  •   2014: 50% stock options/50% RSU’s

 

  •   2015: 40% stock options/60% RSU’s

 

  •   2016: 33% stock options/67% RSU’s

 

  •   2017: 25% stock options/75% RSU’s

 

  •   4-year vesting (1/4 each year)

 

  •   Upon termination after CIC, to the extent total value of vested options & RSU’s from these grants is less than $5.6M, severance will be increased by difference.

Other Changes

 

  •   Termination/Severance: Definition of Termination without Cause will no longer include a resignation in the event RLG ceases to be CEO.

 

  •   Change in Control: Second trigger on vesting of options/RSU’s will no longer be BJW & RLG ceasing to be co-CEOs, but will be limited to (i) termination without cause, (ii) diminution of title or responsibilities (including no longer reporting directly to CEO), or (iii) relocation.