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GETTY IMAGES, INC. 2005 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Shareholder Agreement

GETTY IMAGES, INC. 2005 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT | Document Parties: GETTY IMAGES INC You are currently viewing:
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GETTY IMAGES INC

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Title: GETTY IMAGES, INC. 2005 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Governing Law: Washington     Date: 2/29/2008
Industry: Business Services     Sector: Services

GETTY IMAGES, INC. 2005 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT, Parties: getty images inc
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Exhibit 10.31

GETTY IMAGES, INC. 2005 INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (this “ Agreement ”) is made and entered into effective January 3, 2006 (the “ Effective Date ”) by and between Getty Images, Inc., a Delaware corporation (the “ Company ”), and Sample Employee .

The terms of the Restricted Stock Unit Award (this “ Restricted Stock Unit Award ”) are as set forth in this Agreement and in the Company’s 2005 Incentive Plan (the “ Plan ”), a copy of which is attached. The Plan is incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan. The basic terms of the Restricted Stock Unit Award are summarized as follows:

 

1.      Grant Date

   January 3, 2006

2.      Number of Restricted
Stock Units

   1,000

3.      Vesting Schedule

   The award shall vest in four equal increments as follows:
      

Units

    

Vest Date

   250      January 1, 2007
   250      January 1, 2008
   250      January 1, 2009
   250      January 1, 2010
   This award shall continue to vest so long as you continue employment with the Company or one of its Subsidiaries.

 

4. Vesting

(a) One share of Common Stock shall be issuable for each restricted stock unit that vests (the “ Shares ”), subject to the terms and provisions of the Plan and this Agreement. Upon vesting, the Company will transfer such Shares to you upon and subject to the terms of this Agreement. No fractional Shares shall be issued under this Agreement.

(b) The Restricted Stock Unit Award is subject to forfeiture upon your termination of employment with the Company and its Subsidiaries pursuant to Section 5 of this Agreement. The Restricted Stock Unit Award will vest and no longer be subject to forfeiture according to the vesting schedule set forth in Section 3 above. No Shares shall be issued or issuable with respect to any portion of the Restricted Stock Unit Award that is forfeited.

(c) Units that have vested and are no longer subject to forfeiture according to the vesting schedule set forth above are referred to herein as “ Vested Units ”. Units that are not vested and remain subject to forfeiture under the vesting schedule set forth above are referred to

 


herein as “ Unvested Units ”. The Unvested Units will vest (and to the extent so vested cease to be Unvested Units remaining subject to forfeiture) in accordance with the above schedule. Collectively, the Unvested and Vested Units are referred to herein as the “ Units ”.

(d) Early lapse of the forfeiture restrictions may occur as described below in connection with a Change in Control.

 

5. Termination of Employment

If your employment with the Company and its Subsidiaries terminates for any reason, any portion of this Restricted Stock Unit Award that has not vested as provided above will immediately terminate. You will forfeit all Unvested Units upon such occurrence without the payment of any further consideration to you.

 

6. Change of Control

Upon a Change of Control of the Company, the vesting of your Restricted Stock Unit Award will accelerate and all Units under this Agreement shall become Vested Units.

 

7. Conversion of Units into Shares of Common Stock

Vested Units shall be converted into shares of Common Stock and distributed to you when Unvested Units become Vested Units.

 

8. Dividends

At the sole discretion of the Compensation Committee of the Board of Directors, you may be credited with dividend equivalents with respect to your Unvested Units under this Agreement if the Company declares dividends on its Common Stock. If dividends are declared and if the Compensation Committee determines that dividend equivalents will be credited with respect to your Unvested Units, then the Compensation Committee, in its sole discretion, may determine the form of payment of dividend equivalents, including cash, shares of Common Stock or additional Units.

 

9. No Rights as Shareholder

You shall not have voting or any other rights as a shareholder of the Common Stock with respect to the Units. Upon conversion of the Vested Units into shares of Common Stock, you will obtain full voting and other rights as a shareholder of the Company.

 

10. Securities Law Compliance

Notwithstanding any other provision of this Agreement, you may not sell the Shares acquired upon the conversion of Vested Units unless such Shares are registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or, if such Shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing

 

2

 


the Shares, and you may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

 

11. Transfer Restrictions

Any sale, transfer, assignment, encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, whether voluntarily or by operation of law, directly or indirectly, of Units shall be strictly prohibited and void.

 

12. Independent Tax Advice

You acknowledge that determining the actual tax consequences of receiving or disposing of the Units and Shares may be complicated. These tax consequences will depend, in part, on your specific situation and also may depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You are aware that you should consult a compet


 
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