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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:
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1. Grant
Date
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January 3, 2006 |
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2. Number of
Restricted
Stock Units
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1,000 |
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3. Vesting
Schedule
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The award
shall vest in four equal increments as follows: |
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Units
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Vest Date
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250 |
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January 1,
2007 |
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250 |
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January 1,
2008 |
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250 |
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January 1,
2009 |
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250 |
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January 1,
2010 |
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This award
shall continue to vest so long as you continue employment with the
Company or one of its Subsidiaries. |
(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.
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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.
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.
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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.
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.
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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.
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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
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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.
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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.
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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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