IMAX CORP

Employment and change-in-control agreements

The Company has written employment agreements or offer letters with each NEO, which are described in detail in the “Potential Payments upon Termination or Change-in-Control” on page 52. These agreements are critical to attract and retain experienced talent within our industry, and to motivate and properly incentivize our NEOs, while still allowing the Compensation Committee requisite discretion to determine overall compensation. The agreements specify details on the terms applicable to salary, bonus, equity awards, and the restrictive covenants the NEO is subject to (which include non-competition and non-solicitation provisions). Generally, the agreements are established at the time of hire and are amended from time to time to extend or modify the terms of employment, including to reflect compensation decisions resulting from a promotion or other change in job responsibility.

Each NEO’s employment arrangement requires that we make certain payments to the relevant NEO in the event of a termination of employment for various reasons, including in connection with a change-in-control. The provisions are designed to promote stability and continuity of senior management in the event of a transaction involving a change in control. No NEO has a “single-trigger” change-in-control benefit (other than Mr. Gelfond—see below); meaning all such change-in-control provisions for NEOs other than the CEO require a qualifying termination of employment following a change-in-control event in order to receive benefits.

Mr. Gelfond’s Agreement

On July 17, 2025, IMAX entered into a third amendment to Mr. Gelfond’s existing employment agreement, which became effective as of January 1, 2026 and extends the term of his existing employment agreement to December 31, 2028. In negotiating Mr. Gelfond’s agreement terms, the Compensation Committee considered feedback received during shareholder outreach and engaged Willis Towers Watson to provide independent market data to inform its decisions. A summary of the key features and changes, as applicable, are summarized below. Copies of Mr. Gelfond’s employment agreement and its amendments are filed as exhibits to the 2025 Form 10-K.

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(1)The Service Factor definition is as follows: (i) attaining the age of at least 55 and (ii) continuous service with the Company or any of its subsidiaries and affiliates for at least 10 years, or such other criteria that are deemed by the Compensation Committee to be an achievement of the Service Factor; provided, however, that, in the case of a resignation, the participant must provide the Company with a written notice of intent to resign at least six (6) months prior to the final day of employment with the Company.

In negotiating Mr. Gelfond’s amendment, the Board was cognizant of certain legacy change in control provisions in Mr. Gelfond’s agreement.

These provisions were originally negotiated in connection with Mr. Gelfond’s role as an equity-holder pursuant to a shareholders agreement entered as part of the acquisition of IMAX in 1994 by Mr. Gelfond and the Company’s former co-CEO and Chairman, Bradley J. Wechsler, as well as an incentive bonus granted in 2006. These legacy provisions provide Mr. Gelfond with the opportunity to earn payments on a change-in-control, based on the value of the Company as shown in the “Potential Payments upon Termination or Change-in-Control” section starting on page 52. The Board and Compensation Committee reaffirmed its position that renegotiating legacy agreements with Mr. Gelfond (and/or Mr. Wechsler who retains his rights to similar payments even though his employment with the Company ended in 2009) that are 20-30 years old would be both impractical for the Company and damaging to shareholders. The Compensation Committee continues to believe that these legacy provisions align with shareholders’ interests, while not creating undue risk. The Compensation Committee also noted that the views most commonly expressed by active participants in the shareholder outreach were (a) acknowledgement that renegotiating these legacy terms would likely be highly costly to shareholders, and (b) satisfaction that these existing provisions align closely to shareholder value creation.

Appointment of Interim PEO

On April 16, 2026, the Board appointed Mr. Lister, the Company’s Chief Legal Officer and Senior Executive Vice President, to serve as the Company’s interim PEO in addition to his current duties until May 1, 2026, following which Mr. Gelfond will resume the role of PEO. Mr. Lister will not receive any additional compensation in connection with his temporary interim appointment.

Tax and accounting considerations

To the extent that any compensation paid to the NEOs constitutes a deferral of compensation within the meaning of Section 409A of the Internal Revenue Code of 1986 (the “Code”), we intend to cause the compensation to comply with the requirements of Section 409A and to avoid the imposition of penalty taxes and interest upon the participant receiving the award. In determining the form and amount of compensation awarded we look mainly to the compensation principles and objectives outlined above while also considering the impact of Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation – Stock Compensation”.

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Section 162(m) of the Code limits the deductibility of compensation paid to certain top executives to $1.0 million per taxable year. Prior to the enactment of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), there was an exemption from this $1.0 million deduction limit for compensation payments that qualified as “performance-based” under applicable regulations. The enactment of the Tax Act eliminated the performance-based compensation exemption, except with respect to certain grandfathered arrangements. While the Compensation Committee considers the tax implications of its decisions when determining the compensation of our officers, it reserves the discretion, in its judgment, to authorize compensation payments that are not deductible when it believes that such payments are appropriate to attract and retain executive talent.