Common use of LOCK-UP - CREDITON Clause in Contracts

LOCK-UP - CREDITON. 7.1 Subject to clause 7.2, in respect of the 50% of the number of shares of Common Stock set opposite its name in Exhibit A hereto (the "CREDITON LOCK-UP STOCK"), Crediton agrees not to Transfer (other than to a Permitted Transferee in accordance with this Agreement) any of the Crediton Lock-up Stock until 8 July 2001 and thereafter for a further period of two years not to Transfer (other than to a Permitted Transferee in accordance with this Agreement) more than 50% of the Crediton Lock-up Stock. 7.2 The following exceptions to clause 7.1 are hereby agreed: (a) if Xxxxxxxx X. Xxxxx ceases to be employed by the Group then Crediton will be released from its obligations in clause 7.1; (b) if any Party other than the October Trust Transfers (other than to a Permitted Transferee in accordance with this Agreement) any Common Stock then Crediton will be released from its obligations under clause 7.1 in respect of such Common Stock that is the same percentage of all the Crediton Lock-up Stock (or after 8 July 2001 the same percentage as half the Crediton Lock-up Stock), as the percentage that the Common Stock being sold is of all the Common Stock held by the Parties other than Crediton and October Trust; and (c) if the Common Stock held by the Parties (other than Crediton and the October Trust) ceases to represent 7% or more of the total Common Stock of Getty Images outstanding from time to time then Crediton shall be released from its obligations under clause 7.1. 7.3 In consideration of the agreement set forth above: (a) Getty Investments will pay to Crediton an annual fee according to the Schedule provided in paragraph (b). (b) The fees payable under paragraph (a) shall be as follows: YEAR BEGINNING FEE AMOUNT 08/07/98 Fee payable at 08/07/97 multiplied by (1+2/3 RPI increase from May 1997 to May 1998) 08/07/00 Fee payable at 08/07/99 multiplied by (1+2/3 RPI increase from May 1999 to May 2000) 08/07/01 Fee payable at 08/07/00 multiplied by (1+2/3 RPI increase from May 2000 to May 2001) 08/07/02 Fee payable at 08/07/01 multiplied by (1+2/3 RPI increase from May 2001 to May 2002) (c) Such annual fee will be payable in advance on 8 July of each year.

LOCK-UP - CREDITON. 7.1 Subject to clause Clause 7.2, in respect of the 50% of the number of shares of Common Stock set opposite its name in Exhibit A hereto (the "CREDITON LOCK-UP STOCK"), Crediton agrees not to Transfer (other than to a Permitted Transferee in accordance with this Agreement) any of the Crediton Lock-up Stock until 8 July 2001 and thereafter for a further period of two years not to Transfer (other than to a Permitted Transferee in accordance with this Agreement) more than 50% of the Crediton Lock-up Stock. 7.2 The following exceptions to clause Clause 7.1 are hereby agreed: (a) if Xxxxxxxx X. Xxxxx ceases to be employed by the Group then Crediton will be released from its obligations in clause Clause 7.1; (b) if any Party other than the October Trust Transfers (other than to a Permitted Transferee in accordance with this Agreement) any Common Stock then Crediton will be released from its obligations under clause Clause 7.1 in respect of such Common Stock that is the same percentage of all the Crediton Creditor Lock-up Stock (or after 8 July 2001 the same percentage as half the Crediton Lock-up Stock), as the percentage that the Common Stock being sold is of all the Common Stock held by the Parties other than Crediton and October Trust; and (c) if the Common Stock held by the Parties (other than Crediton and the October Trust) ceases to represent 710% or more of the total Common Stock of Getty Images outstanding from time to time then Crediton shall be released from its obligations under clause Clause 7.1. 7.3 In consideration of the agreement set forth above: (a) Getty Investments will pay to Crediton an annual fee according to the Schedule provided in paragraph (b). (b) The fees payable under paragraph (a) shall be as follows: YEAR BEGINNING FEE AMOUNT 08/07/98 Fee payable at 08/07/97 multiplied by (1+2/3 RPI increase from May 1997 to May 1998) 08/07/00 Fee payable at 08/07/99 multiplied by (1+2/3 RPI increase from May 1999 to May 2000) 08/07/01 Fee payable at 08/07/00 multiplied by (1+2/3 RPI increase from May 2000 to May 2001) 08/07/02 Fee payable at 08/07/01 multiplied by (1+2/3 RPI increase from May 2001 to May 2002) (c) Such annual fee will be payable in advance on 8 July of each year.