Exhibit 10.34
NON-QUALIFIED STOCK OPTION
AGREEMENT
This Non-Qualified Stock
Option Agreement (“ Option Agreement ”) entered
into as of <date> by and between GETTY IMAGES, INC., a
Delaware corporation (the “ Company ”), and
Sample Employee (the “ Participant ”), an
employee of the Company.
1. Option
Agreement Pursuant to Plan. This Option Agreement is entered
into pursuant to the 1998 Getty Images Stock Incentive Plan (the
“ Plan ”), is subject to and incorporates herein
the provisions of the Plan. The provisions of this Option Agreement
are qualified in their entirety by reference to the Plan and in the
event of a conflict between the provisions of this Option Agreement
and the provisions of the Plan, the provisions of the Plan shall
control. Capitalized terms used in this Option Agreement shall have
the same meanings given to them in the Plan, unless otherwise
indicated in this Option Agreement.
2. Grant of
Option . The Company hereby grants to the Participant an option
(“ Option ”) to purchase all or any part of an
aggregate of
shares (the “ Optioned Shares ”) of the
Company’s Common Stock, on the terms and conditions set forth
herein. The Option is not, and is not intended to meet the
requirements for, an incentive stock option within the meaning of
Section 422 of the Code.
3. Exercise
Price . The exercise price for the purchase of the Optioned
Shares purchasable upon exercise of the Option shall be $
for each of the Optioned Shares.
4. Term and
Vesting of Option .
(a) Term .
The term of the Option shall commence on <date> , (the
“ Grant Date ”) and terminate
<date> (the “ Expiration Date ”),
or on such earlier date as provided hereinafter. In no event shall
the term of the Option be longer than ten (10) years and one
(1) day from the Grant Date. The vested portion of the Option
shall be exercisable as to any part or all of the aggregate number
of Optioned Shares, as provided below.
(b) Vesting of
Option. The Option shall vest and become exercisable as
follows:
.
5. Time and
Method for Exercising the Option .
(a) Time .
The Participant may exercise the vested portion of the Option in
one or more installments from time to time prior to the Expiration
Date. Exercisability is cumulative, and after the Option becomes
exercisable as to any portion of the Optioned Shares, it shall
continue to be exercisable with respect to that portion of the
Optioned Shares until the Option expires.
(b) Termination
of Employment.
(1) Termination
of Status as Employee . If the Participant shall cease to be an
employee for any reason other than permanent or total disability
(within the meaning of Section 22(e)(3) of the Code, as
determined in the sole discretion of the Committee), retirement,
death or a termination by the Company for Cause, the Option shall
automatically terminate ninety (90) days following the date
he/she ceases to be an employee. Prior to such termination of the
Option, the Participant may exercise the Option to the extent that
the Option was vested as of the termination date; provided ,
however , that no Option shall be exercised after the
Expiration Date.
(2)
Disability . In the event of the permanent and total
disability (within the meaning of Section 22(e)(3) of the
Code, as determined in the sole discretion of the Committee) of the
Participant who is at the time of commencement of such disability,
or was within the 90-day period prior thereto, an employee and who
was continuously employed as such from the Grant Date until the
date of disability or termination, the Option may be exercised at
any time within one (1) year following the date of disability,
but only to the extent that the Option was vested at the time of
the termination or disability, whichever comes first;
provided , however , that no Option shall be
exercised after the Expiration Date.
(3)
Retirement . In the event of the retirement of the
Participant who is at the time of such retirement, or was within
the 90-day period prior thereto, an employee and who was
continuously employed as such from the Grant Date until the date of
the retirement, then the Option may be exercised by the Participant
at any time within ninety (90) days following the retirement
date, but only to the extent that the Option was vested at the time
of the retirement; provided , however , that no
Option shall be exercised after the Expiration Date. For purposes
of this Option Agreement, the term “retirement” shall
mean a voluntary termination of employment by an employee under
conditions that would qualify the Participant for retirement
benefits under the Company’s tax-qualified retirement
plans.
(4) Death .
In the event of the death of the Participant who at the time of
his/her death is, or was within the 30-day period immediately prior
thereto, an employee and who was continuously employed as such from
Grant Date until the date of death, the Option may be exercised for
a period of up to one (1) year following the date of death, at
any time prior to the expiration of the Term, by the Participant
or, if applicable, the Participant’s estate or by a person
who acquired the right to exercise the Option by bequest,
inheritance or otherwise as a result of the Participant’s
death, but only to the extent that the Option was vested at the
time of death; provided , however , that no Option
shall
