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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of this 16th day of March, 2000 by and
between GETTY IMAGES, INC., a Delaware corporation (the "Company"), and ▇▇▇▇▇
▇▇▇▇▇▇▇, an individual residing at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇
(the "Employee").
W I T N E S S E T H:
WHEREAS, both parties desire that the terms and conditions of the
Employee's employment with the Company be governed by the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. EMPLOYMENT AND DUTIES.
(a) General. The Company hereby employs the Employee, effective
as of the date hereof (the "Effective Date"), and the Employee agrees upon the
terms and conditions herein set forth to serve, effective as of the Effective
Date, as President of EyeWire and SVP of gettyworks of the Company and shall
perform all duties customarily appurtenant to such position. In such capacity,
the Employee shall report directly to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer of
the Company, or to such other person designated by the Board of Directors of the
Company. The Employee's principal place of business shall be Calgary, Alberta.
(b) Services and Duties. For so long as the Employee is employed
by the Company, the Employee shall devote his full business time to the
performance of his duties hereunder; shall faithfully serve the Company; shall
in all respects conform to and comply with the lawful and good faith directions
and instructions given to him by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other person designated
by the Board of Directors of the Company; and shall use his best efforts to
promote and serve the interests of the Company.
(c) No Other Employment. For so long as the Employee is employed
by the Company, he shall not, directly or indirectly, render services to any
other person or organization for which he receives compensation without the
prior approval of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other person designated by the Board
of Directors of the Company. No such approval will be required if the Employee
seeks to perform inconsequential services without direct compensation therefor
in connection with the management of personal investments or in connection with
the performance of charitable and civic activities, provided that such
activities do not contravene the provisions of Section 6 hereof.
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2. TERM OF EMPLOYMENT. The term of the Employee's employment
under this Agreement (the "Term") shall commence on the Effective Date and
continue until it is terminated by either party giving the other at least one
month written notice; provided, however, that in no event may a non-renewal
notice be given prior to February 16, 2001; and provided further, however, that,
in any event, the Term shall not extend beyond the last day of the month in
which the Employee attains age 65.
3. COMPENSATION AND OTHER BENEFITS. Subject to the provisions of
this Agreement, the Company shall pay and provide the following compensation and
other benefits to the Employee during the Term as compensation for all services
rendered hereunder and the covenants contained in Section 6 hereof:
(a) Salary. The Company shall pay to the Employee an annual
salary (the "Salary") at the initial rate of $235,536 Canadian dollars, payable
to the Employee in accordance with the normal payroll practices of the Company
for its employees as are in effect from time to time. The amount of the
Employee's Salary shall be reviewed annually by the Company in April of each
year during the Term beginning in the 2001 calendar year.
(b) Annual Bonus. The Employee shall be eligible for 2000 and
each calendar year thereafter that begins during his employment to participate
in an annual incentive bonus program established by the Company, in accordance
with the policies of the Company, its subsidiaries and affiliates (hereinafter,
collectively the "Group") and subject to such terms and conditions as may be
approved annually by the Company. Under the terms of the annual incentive bonus
program, the Employee will be afforded the opportunity to earn up to 30% of his
Salary (the "Bonus") in effect for the applicable calendar year, subject to the
achievement of the performance targets established by the Company for that year,
to be paid on a pro-rata basis in the event that the Employee is employed for
less than a full calendar year (for purposes of determining the 2000 bonus, the
Employee shall be deemed to have commenced employment as of March 1, 2000).
(c) Stock Options. Effective as of the Effective Date, the Company
shall grant the Employee an option (the "Option") to purchase 60,000 shares of
the common stock of the Company pursuant to the terms the Company's 1998 Stock
Option Plan (the "Option Plan"). The per share exercise price of the Option
shall equal the fair market value of a share of Common Stock on the Effective
Date, as determined in accordance with the terms of the Option Plan. The Option
shall vest and become exercisable as to 25% on March 16, 2001; the remainder of
the Option shall vest ratably on the first day of each month over the following
three years. Except as otherwise specified herein, the Option shall be subject
to the terms of the Option Plan and to such other terms and conditions as may be
specified by the Compensation Committee of the Company in the form of a standard
option agreement between the Company and the Employee.
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(ii) In the event the Company requires the Employee to relocate
more than 30 miles outside of Calgary and the Employee elects not to do so and
gives the Company 30 days notice pursuant to Section 2, the 60,000 stock options
granted under the terms of this Employment Agreement will become fully vested
and exercisable as of the end of the 30 day notice period and will expire per
the terms of the Option Grant Agreement. This section 3(c)(ii) is pending
approval by the Compensation Sub-Committee of the Board of Directors.
(iii) In the event there is a Change in Control (defined as it is
for purposes of the Option Plan), the 60,000 stock options granted under the
terms of this Employment Agreement shall become fully vested and exercisable as
of the date of Change in Control and will expire per the terms of the Option
Grant Agreement. This section 3(c)(iii) is pending approval by the Compensation
Sub-Committee of the Board of Directors.
(d) Expenses. The Company shall pay or reimburse the Employee for
all reasonable out-of-pocket expenses incurred by the Employee in connection
with his employment hereunder in accordance with Group. Such expenses shall be
paid upon the periodic submission of invoices and shall be paid reasonably
promptly after the date of such invoice. The reimbursement of expenses under
this Section 3(d) shall be subject to the Employee's providing the Company with
such documentation of the expenses as the Company may from time to time
reasonably request in accordance with the policies of the Group.
(e) Pension, Health and Fringe Benefits. During the Term, the
Employee shall be eligible to participate in the Company's Pension, medical,
disability and life insurance plans applicable to executives of the Company in
accordance with the terms of such plans as in effect from time to time.
(f) Long-Term Incentive Program. During the Term, the Employee
shall participate in all long-term incentive plans and programs of the Group
that are applicable to its senior executives in accordance with their terms and
in a manner consistent with his position with the Company.
(g) Holidays. In addition to the usual public and bank holidays,
the Employee shall be entitled to twenty days' paid vacation annually, which
shall be taken at such times as are approved by the Company. The Employee shall
be permitted to carry forward any portion of his vacation time for up to one
year and, upon the expiration of such one-year period, the Employee shall be
paid in lieu of such vacation days.
4. TERMINATION OF EMPLOYMENT. Subject to the notice and other
provisions of this Section 4, the Company shall have the right to terminate the
Employee's employment hereunder, and he shall have the right to resign, at any
time for any reason or for no stated reason.
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(a) Termination for Cause; Resignation Without Good Reason. (i)
If, prior to March 16, 2001, the Employee's employment is terminated by the
Company for Cause or if the Employee resigns from his employment hereunder other
than for Good Reason, he shall be entitled to payment of the pro rata portion of
his Salary and accrued Bonus (for purposes of this Agreement, "accrued Bonus"
shall be determined using the number of days in the applicable calendar year
that the Employee was employed by the Company and the applicable performance
criteria under the bonus plan, in each case through the date of termination or
resignation) through and including the date of termination or resignation, as
well as any unreimbursed expenses. Except to the extent required by the terms of
any applicable compensation or benefit plan or program or as otherwise required
by applicable law, the Employee shall have no rights under this Agreement or
otherwise to receive any other compensation or to participate in any other plan,
program or arrangement after such termination or resignation of employment with
respect to the year of such termination or resignation and later years.
(ii) In addition, the Employee shall be entitled to retain the
then-vested portion of his options to purchase shares of the Company's common
stock until such options expire in accordance with their terms.
(iii) Termination for "Cause" shall mean termination of the
Employee's employment with the Company because of (A) willful, material or
persistently repeated non-performance of the Employee's duties to the Company
(other than by reason of the incapacity of the Employee due to physical or
mental illness) after notice by the Board of such failure and the Employee's
non-performance and continued, willful, material or persistent repeated
non-performance after such notice, (B) the indictment of the Employee for a
felony offense, (C) fraud against the Group or any willful misconduct that
brings the reputation of the Group into serious disrepute or causes the Employee
to cease to be able to perform his duties, (D) any other material breach by the
Employee of any material term of this Agreement, (E) the Employee files for
personal bankruptcy under the Canadian Bankruptcy Code, or (F) the Employee is
unable to perform his duties, by reason of disability, for a period of six (6)
months or more.
(iv) Termination of the Employee's employment for Cause shall be
communicated by delivery to the Employee of a written notice from the Company
stating that the Employee has been terminated for Cause, specifying the
particulars thereof and the effective date of such termination. The date of a
resignation by the Employee without Good Reason shall be the date specified in a
written notice of resignation from the Employee to the Company. The Employee
shall provide at least 30 days' advance written notice of resignation without
Good Reason.
(b) Involuntary Termination. (i) If, prior to March 16, 2001 the
Company terminates the Employee's employment for any reason other than
Disability or Cause or Employee resigns from his employment hereunder for Good
Reason (collectively hereinafter referred to as an "Involuntary Termination"),
the Company shall pay to the Employee his Salary and accrued Bonus up to and
including the date of such
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Involuntary Termination, as well as any unreimbursed expenses. In addition, the
Company shall continue to pay to the Employee as severance (the "Severance
Payments") in accordance with the Company's normal payroll practices, his
Salary, at the rate in effect immediately prior to such Involuntary Termination,
through and including March 16, 2001.
(ii) In addition, in the event of the Employee's Involuntary
Termination prior to March 16, 2001, all of the Employee's then-outstanding
options to purchase shares of the Company's common stock shall continue to vest
until March 16, 2001. The Employee shall be entitled to retain the vested
portion of his options as if he had remained an Employee until March 16, 2001.
(iii) Resignation for "Good Reason" shall mean resignation by
Employee because of (A) an adverse and material change in the Employee's duties,
titles or reporting responsibilities, (B) a material breach by the Company of
any term of the Agreement, (C) a reduction in the Employee's Salary or bonus
opportunity or the failure of the Company to pay the Employee any material
amount of compensation when due, (D) the assignment to Employee of any material
duties that are inconsistent with those described in Section 1 of this Agreement
without the Employee's consent, or (E) the Company's requirement that Employee
perform a substantial portion of his duties outside the Calgary, Alberta
metropolitan area, except for travel in furtherance of the Company's business.
The Company shall have 30 business days from the date of receipt of such notice
to effect a cure of the material breach described therein and, upon cure thereof
by the Company to the reasonable satisfaction of the Employee, such material
breach shall no longer constitute Good Reason for purposes of this Agreement.
(iv) The date of termination of employment without Cause shall be
the date specified in a written notice of termination to the Employee. The date
of resignation for Good Reason shall be the date specified in a written notice
of resignation from the Employee to the Company; provided, however, that no such
written notice shall be effective unless the cure period specified in Section
4(b)(iii) above has expired without the Company having corrected, to the
reasonable satisfaction of the Employee, the event or events subject to cure.
(v) Anything in this Agreement to the contrary notwithstanding,
no amounts shall be payable under this Section 4(b) if the Employee's employment
with the Company ends, for any reason, on or after March 16, 2001.
(c) Termination Due to Disability. (i) In the event of the
Employee's Disability (as hereinafter defined), the Company shall be entitled to
terminate his employment upon providing the Employee with six months' prior
written notice. In the case that the Company terminates the Employee's
employment due to Disability, the Employee shall be entitled to receive, for one
year, his Salary at the rate in effect immediately prior to the Disability, plus
his maximum Bonus as described in Section 3(b), less any amounts paid to the
Employee under any disability plan of the Company.
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In addition, the Employee shall continue to be covered by the Company's health
and medical benefit plans as described in Section 3(e) for the remainder of the
Term.
(ii) In addition, in the event of the Employee's Disability, all
of the Employee's then-outstanding options to purchase shares of Getty's common
stock shall continue to vest for a period of twelve months following the
termination. The Employee shall be entitled to retain the vested portion of his
options as if he had remained an Employee until such options otherwise expire in
accordance with their terms.
(iii) As used in this Section 4(c), the term "Disability" shall
mean a physical or mental incapacity that substantially prevents the Employee
from performing his duties hereunder and that has continued for at least six of
the last twelve months and that can reasonably be expected to continue
indefinitely. Any dispute as to whether or not the Employee is disabled within
the meaning of the preceding sentence shall be resolved by a physician
reasonably satisfactory to the Employee and the Company, and the determination
of such physician shall be final and binding upon both the Employee and the
Company.
(d) Death. In the event of the Employee's death, the Employee's
Beneficiary shall be entitled to receive, for the remainder of the Term, his
Salary at the rate in effect immediately prior to his death, plus his maximum
Bonus described in Section 3(b), less any death benefits which are provided
under the terms of any plan, program or arrangement referred to in Section 3(e)
applicable to the Employee at the time of death. In addition, the Employee's
spouse and then-eligible dependents shall continue to be covered by the
Company's health and medical and dental benefit plans as described in Section
3(e) for a period of one year following the Employee's death. In addition, in
the event of the Employee's death, all of the Employee's then-outstanding
options to purchase shares of Getty's common stock shall continue to vest for a
period of twelve months. The Employee's estate shall be entitled to retain the
vested portion of his options as if he had remained an Employee until such
options otherwise expire in accordance with their terms.
(e) Beneficiary. For purposes of this Agreement, except as
provided in Section 3(e), "Beneficiary" shall mean the person or persons
designated as the beneficiary of the Employee's account under the Company's
pension plan or if the Employee does not participate in the Company's pension
plan, the person designated in writing by the Employee to the Company as his
beneficiary for the purposes of this Agreement, or, if no such person or persons
are designated by the Employee, the Employee's estate. No Beneficiary
designation shall be effective unless it is in writing and received by the
Company prior to the date of the Employee's death. Until further notice, the
Beneficiary is ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
5. LIMITATION ON PAYMENTS.
Notwithstanding anything herein to the contrary, if any of the
payments made hereunder would constitute a "parachute payment" (as defined in
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Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the net after-tax amount of the parachute payment is less than the
net after-tax amount if the aggregate payments to be made to the Employee were
three times his "base amount" (as defined in Section 280G(b)(3) of the Code),
less $1.00, then the aggregate of the amounts constituting the parachute payment
shall be reduced to an amount that will equal three times the base amount, less
$1.00. The determinations to be made with respect to this Section 5 shall be
made by an independent accounting firm of national standing (other than the
Company's regular auditors). The accounting firm shall be paid by the Company
for its services performed hereunder.
6. PROTECTION OF THE COMPANY'S INTERESTS.
(a) No Competing Employment. For so long as the Employee is
employed by the Company or in one of the Restricted Period circumstances listed
below in Sections (i), (ii) or (iii) the Employee shall not, without the prior
written consent of the Board, directly or indirectly, own an interest in,
manage, operate, join, control, lend money or render financial or other
assistance to or participate in or be connected with, as an officer, employee,
partner, stockholder, consultant or otherwise, any individual, partnership,
firm, corporation or other business organization or entity that competes with
the Group by providing any goods or services provided or under development by
the Group at the effective date of the Employee's termination of employment
under this Agreement; provided, however, that this Section 6(a) shall not
proscribe the Employee's ownership, either directly or indirectly, of either
less than five percent of any class of securities which are listed on a national
securities exchange or quoted on the automated quotation system of the National
Association of Securities Dealers, Inc..
(i) The Employee receives a payment pursuant to Section 4(b)(i),
continuing for the longer of a one year period following his termination or the
remainder of the Term or
(ii) The Employee's employment is terminated for Cause or
Disability pursuant respectively to Sections 4(a) and 4(c), for the one year
period following his termination or
(iii) The Employee's employment terminates due to a notice of
termination pursuant to Section 2 or without good Reason, for one year at the
Company's option, this must be exercised within 10 business days of the
termination (such notice shall bind the Company to continue to pay the
Employee's Salary and maximum Bonus during such year, (such periods in Sections
(i), (ii) and (iii) being referred to hereinafter as the "Restricted Period")).
(b) No Interference. During the Restricted Period, the Employee
shall not, whether for his own account or for the account of any other
individual, partnership, firm, corporation or other business organization (other
than the Company), intentionally solicit, endeavor to entice away from the Group
or otherwise
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interfere with the relationship of the Group with, any key person or team who is
employed by or otherwise engaged to perform services for the Group or any key
person or team or entity who is, or was within the then most recent twelve-month
period, a customer, client or supplier of the Group.
(c) Secrecy. The Employee recognizes that the services to be
performed by him hereunder are special, unique and extraordinary in that, by
reason of his employment hereunder, he may acquire confidential information and
trade secrets concerning the operation of the Group, the use or disclosure of
which could cause the Group substantial losses and damages which could not be
readily calculated and for which no remedy at law would be adequate.
Accordingly, the Employee covenants and agrees with the Company that he will not
at any time, except in performance of the Employee's obligations to the Company
hereunder or with the prior written consent of the Board, directly or indirectly
disclose to any person any confidential information that he may learn or has
learned by reason of his association with the Group. The term "confidential
information" means any information not previously disclosed to the public or to
the trade by the Group with respect to the Company's, or any of its affiliates'
or subsidiaries', products, facilities and methods, trade secrets and other
intellectual property, systems, procedures, manuals, confidential reports,
product price lists, customer lists, financial information (including the
revenues, costs or profits associated with any of the Group's products),
business plans, prospects or opportunities.
(d) Exclusive Property. The Employee confirms that all
confidential information is and shall remain the exclusive property of the
Group. All business records, papers and documents kept or made by the Employee
relating to the business of the Group shall be and remain the property of the
Group. Upon the termination of his employment with the Company or upon the
request of the Company at any time, the Employee shall promptly deliver to the
Company, and shall not without the consent of the Board retain copies of, any
written materials not previously made available to the public, or records and
documents made by the Employee or coming into his possession concerning the
business or affairs of the Group; provided, however, that subsequent to any such
termination, the Company shall provide the Employee with copies (the cost of
which shall be borne by the Employee) of any documents which are requested by
the Employee and which the Employee has determined in good faith are (i)
required to establish a defense to a claim that the Employee has not complied
with his duties hereunder or (ii) necessary to the Employee in order to comply
with applicable law.
(e) Assignment of Developments. All "Developments" (as defined
below) that were or are at any time made, conceived or suggested by Employee,
whether acting alone or in conjunction with others, during Employee's employment
with the Group shall be the sole and absolute property of the Group, free of any
reserved or other rights of any kind on the part of Employee. During Employee's
employment and, if such Developments were made, conceived or suggested by
Employee during his employment with the Group, thereafter, Employee shall
promptly make full disclosure of any such Developments to the Group and, at the
Group's cost and expense, do all acts and things (including, among others, the
execution and delivery under oath of patent and copyright applications and
instruments of assignment) deemed by the Group to be
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necessary or desirable at any time in order to effect the full assignment to the
Group of Employee's right and title, if any, to such Developments. For purposes
of this Agreement, the term "Developments" shall mean all data, discoveries,
findings, reports, designs, inventions, improvements, methods, practices,
techniques, developments, programs, concepts, and ideas, whether or not
patentable, relating to the activities of the Group of which Employee is as of
the date of this Agreement aware or of which Employee becomes aware at any time
during the Term, excluding any Development for which no equipment, supplies,
facilities or confidential information of the Group was used and which was
developed entirely on Employee's own time, unless (i) the Development relates
directly to the business of the Group, (ii) the Development relates to actual or
demonstrably anticipated research or development of the Group, or (iii) the
Development results from any work performed by Employee for the Group (the
foregoing is agreed to satisfy the written notice and other requirements of
Section 49.44.140 of the Revised Code of Washington).
(f) Injunctive Relief. Without intending to limit the remedies
available to the Company, the Employee acknowledges that a breach of any of the
covenants contained in this Section 6 may result in material irreparable injury
to the Group for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of such a breach or threat thereof, the Company shall be entitled to obtain a
temporary restraining order and/or a preliminary or permanent injunction
restraining the Employee from engaging in activities prohibited by this Section
6 or such other relief as may be required to specifically enforce any of the
covenants in this Section 6. Without intending to limit the remedies available
to the Employee, the Employee shall be entitled to seek specific performance of
the Company's obligations under this Agreement.
7. GENERAL PROVISIONS.
(a) Source of Payments. All payments provided under this
Agreement, other than payments made pursuant to a plan which provides otherwise,
shall be paid in cash from the general funds of the Company, and no special or
separate fund shall be established, and no other segregation of assets made, to
assure payment. The Employee shall have no right, title or interest whatever in
or to any investments which the Company may make to aid the Company in meeting
its obligations hereunder. To the extent that any person acquires a right to
receive payments from the Company hereunder, such right shall be no greater than
the right of an unsecured creditor of the Company; provided, however, that this
provision shall not be deemed to waive or abrogate any preferential or other
rights to payment accruing to the Employee under applicable bankruptcy laws by
virtue of the Employee's status as an employee of the Company.
(b) No Other Severance Benefits. Except as specifically set forth
in this Agreement, the Employee covenants and agrees that he shall not be
entitled to any other form of severance benefits from the Company, including,
without limitation, benefits otherwise payable under any of the Company's
regular severance policies, in the event his employment hereunder ends for any
reason and, except with respect to
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obligations of the Company expressly provided for herein, the Employee
unconditionally releases the Company and its subsidiaries and affiliates, and
their respective directors, officers, employees and stockholders, or any of
them, from any and all claims, liabilities or obligations under this Agreement
or under any severance or termination arrangements of the Company or any of its
subsidiaries or affiliates for compensation or benefits in connection with his
employment or the termination thereof.
(c) Tax Withholding. Payments to the Employee of all compensation
contemplated under this Agreement shall be subject to all applicable tax
withholding.
(d) Notices. Any notice hereunder by either party to the other
shall be given in writing by personal delivery, or certified mail, return
receipt requested, or (if to the Company) by telex or facsimile, in any case
delivered to the applicable address set forth below:
(i) To the Company: Getty Images
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(ii) To the Employee: ▇▇▇▇▇ ▇▇▇▇▇▇▇
or to such other persons or other addresses as either party may specify to the
other in writing.
(e) Representation by the Employee. The Employee represents and
warrants that his entering into this Agreement does not, and that his
performance under this Agreement and consummation of the transactions
contemplated hereby will not, violate the provisions of any agreement or
instrument to which the Employee is a party, or any decree, judgment or order to
which the Employee is subject, and that this Agreement constitutes a valid and
binding obligation of the Employee in accordance with its terms. Breach of this
representation will render all of the Company's obligations under this Agreement
void ab initio.
(f) Limited Waiver. The waiver by the Company or the Employee of
a violation of any of the provisions of this Agreement, whether express or
implied, shall not operate or be construed as a waiver of any subsequent
violation of any such provision.
(g) Assignment; Assumption of Agreement. No right, benefit or
interest hereunder shall be subject to assignment, encumbrance, charge, pledge,
hypothecation or setoff by the Employee in respect of any claim, debt,
obligation or similar process. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to assume expressly
and to agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place.
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(h) Amendment; Actions by the Company. This Agreement may not be
amended, modified or canceled except by written agreement of the Employee and
the Company. Any and all determinations, judgments, reviews, verifications,
adjustments, approvals, consents, waivers or other actions of the Company
required or permitted under this Agreement shall be effective only if undertaken
by the Company pursuant to authority granted by a resolution duly adopted by the
Board; provided, however, that by resolution duly adopted in accordance with
this Section 7(h), the Board may delegate its responsibilities hereunder to one
or more of its members other than the Employee.
(i) Severability. If any term or provision hereof is determined
to be invalid or unenforceable in a final court or arbitration proceeding, (i)
the remaining terms and provisions hereof shall be unimpaired and (ii) the
invalid or unenforceable term or provision shall be deemed replaced by a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision.
(j) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (determined
without regard to the choice of law provisions thereof).
(k) Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties hereto with respect to the matters
covered hereby and supersedes all prior agreements and understandings of the
parties with respect to the subject matter hereof.
(l) Headings. The headings and captions of the sections of this
Agreement are included solely for convenience of reference and shall not control
the meaning or interpretation of any provisions of this Agreement.
(m) Counterparts. This Agreement may be executed by the parties
hereto in counterparts, each of which shall be deemed an original, but both such
counterparts shall together constitute one and the same document.
(n) Disciplinary and Grievance Procedures. For statutory
purposes, there is no formal disciplinary procedure in relation to the
Employee's employment. The Employee shall be expected to maintain the highest
standards of integrity and behavior. If the Employee has any grievance in
relation to his employment or is not satisfied with any disciplinary procedure
taken in relation to him, he may apply in writing within 14 days of that
decision to the Board, whose decision shall be final. The foregoing shall not be
construed, however, to limit the Employee's remedies at law or otherwise.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the day and year first written above.
GETTY IMAGES, INC.
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By:
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Name:
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Title:
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EMPLOYEE
By:
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Name:
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