EXHIBIT 99.2
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement ("Option Agreement") is entered
into as of July 23, 2001, by and between GETTY IMAGES, INC., a Delaware
corporation (the "Company"), and XXXXXX X. XXXX (the "Optionee"), a member of
the Board of Directors of the Company.
1. Grant of Option. The Company hereby grants to the Optionee an option
("Option") to purchase all or any part of an aggregate of 8,333 SHARES (the
"Optioned Shares") of the Company's Common Stock, on the terms and conditions
set forth herein. The Option is granted outside the Getty Images, Inc. 1998
Stock Incentive Plan (the "Plan") and any shares issued upon exercise of the
Option will not be issued from those shares authorized under the Plan.
Notwithstanding the foregoing, and except as expressly provided otherwise
herein, the Option is subject to the terms and conditions of the Plan.
2. Option Agreement Subject to the Terms of the Plan. Except as expressly
provided otherwise herein, this Option Agreement 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. 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.
3. Exercise Price. The exercise price for the purchase of the Optioned
Shares purchasable upon exercise of the Option shall be $15.80 for each of the
Optioned Shares.
4. Term and Vesting of Option.
(a) Term. The term of the Option shall commence on July 23, 2001,
(the "Grant Date") and terminate July 23, 2011 (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: (i) one-fourth (1/4) of the Option as of July 23, 2002,
and (ii) the remainder of the Option shall vest ratably as of the 23rd of each
month thereafter over the following three years until the Option is fully vested
on the fourth anniversary of the Grant Date.
5. Time and Method for Exercising the Option.
(a) Time. The Optionee 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 Services.
(1) Termination of Status as a Director. If the Optionee
shall cease to be a director 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 a director. Prior to such termination
of the Option, the Optionee 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
Optionee who is at the time of commencement of such disability, or
was within the 90-day period prior thereto, a director and who was
continuously providing services 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
Optionee who is at the time of such retirement, or was within the
90-day period prior thereto, a director and who was continuously
providing services as such from the Grant Date until the date of
the retirement, then the Option may be exercised by the Optionee
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.
(4) Death. In the event of the death of the Optionee who at
the time of his/her death is, or was within the 30-day period
immediately prior thereto, a director and who was continuously
providing services as such from the 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 Optionee or, if applicable, the
Optionee's estate or by a person who acquired the right to
exercise the Option by bequest, inheritance or otherwise as a
result of the Optionee's death, but only to the extent that the
Option was vested at the time of death; provided, however, that no
Option shall be exercised after the Expiration Date.
(5) Termination for Cause. In the event of the termination
of the Optionee for Cause (as determined by the Committee), the
Option shall immediately lapse as of the date of the Optionee's
termination and shall no longer be exercisable.
(c) Method.
(1) Notice and Payment. An Option shall be deemed to be
exercised when written notice of such exercise has been given to
the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the
shares of Common Stock with respect to which the Option is
exercised has been received by the Company. The consideration to
be paid for the Common Stock to be issued upon exercise of an
Option shall be payment in cash, by check, or with shares of the
Company's Common Stock, as provided in Section 5(c) below. As soon
as administratively practicable following the exercise of an
Option in the manner set forth above, the Company shall issue or
cause its transfer agent to issue stock certificates representing
the shares of Common Stock purchased (as evidenced by the
appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company).
(2) Exercise of Option With Stock or Broker-Assisted
Cashless Exercise. An Optionee may elect to exercise an Option in
whole or in part by (i) delivering whole shares of the Company's
Common Stock previously owned by such Optionee for at least
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six months (or any shorter period necessary to avoid a charge to
the Company's earnings for financial reporting purposes) having a
fair market value equal to the aggregate Option price; or (ii)
instructing a broker to deliver to the Company the total payment
required pursuant to a broker-assisted cashless exercise. Shares
of the Company's Common Stock so delivered or withheld shall be
valued at their fair market value at the close of the last
business day immediately preceding the date of exercise of the
Option. Any balance of the aggregate Option price shall be paid in
cash.
(3) Voting and Dividend Rights. Until the issuance of such
stock certificates (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Optioned
Shares notwithstanding the exercise of the Option. No adjustment
will be made for a dividend or other rights for which the record
date occurs prior to the date the stock certificates are issued.
6. Non-Transferability. The Option may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent and distribution or pursuant to a "qualified domestic
relations order," as defined in the Code and the rules and regulations
promulgated thereunder, and may be exercised, during the lifetime of the
Optionee, only by the Optionee. Notwithstanding the preceding sentence, the
Optionee, with the approval of the Committee, may transfer the Option for no
consideration to or for the benefit of the Optionee's immediate family
(including, without limitation, to a trust for the benefit of the Optionee's
immediate family or to a partnership or limited liability company for one or
more members of the Optionee's immediate family), subject to such limits as the
Committee may establish. The Optionee may designate a beneficiary who may (i)
exercise an Option under Section 5(b)(4) above, or (ii) receive shares of Common
Stock issued pursuant to the exercise of an Option where the death of the
Optionee occurs between the date on which the Optionee exercises the Option and
the date the Company issues the shares.
7. Withholding. Upon each exercise of an Option, the Optionee agrees to
pay to the Company or to make appropriate arrangements acceptable to the
Committee for satisfaction of any applicable federal, state or local income and
employment taxes to be withheld with respect to such amount. Such withholding
obligations may be settled with Common Stock, including a portion of the
Optioned Shares that give rise to the withholding requirement. The obligations
of the Company under this Option Agreement are conditioned upon such payment or
arrangements and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Optionee.
8. Notices. All Notices to the Company under this Option Agreement shall
be in writing and shall be delivered by personal service or telegram,
telecopier, or registered or certified mail (if such service is not available,
then by first class mail), postage pre-paid, to such address as may be
designated from time to time by the Company, and which shall initially be:
Getty Images, Inc.
000 Xxxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Legal Counsel
All notices shall be deemed given when received.
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9. No Effect on Terms of Service. This Option Agreement shall not affect
any right or power of the Company to terminate or change the terms of service of
Optionee at any time and for any reason whatsoever, with or without cause.
10. Integration. This Option Agreement and the Plan constitute the entire
agreement between the Company and the Optionee pertaining to the subject matter
hereof, and supersede all oral and prior written or implied agreements and
understandings between the parties.
11. Waiver. Any failure to enforce any terms or conditions of this Option
Agreement by the Company shall not be deemed a waiver of that term or condition,
nor shall any waiver or relinquishment of any right or power at any one time or
times be deemed a waiver or relinquishment of that right or power for all or any
other times.
12. Severability of Provisions. If any provision of this Option Agreement
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provision hereof and this Option Agreement shall be
construed and enforced as if it did not such include provision.
13. Successors. This Option Agreement shall be binding upon and inure to
the benefit of any successor or successors of the Company and any assigns,
successors or heirs of the Optionee. Where the context permits, "Optionee" as
used in this Option Agreement shall include the Optionee's executor,
administrator or other legal representative or the person or persons to whom the
Optionee's rights pass by will or the applicable laws of descent and
distribution. Nothing in this Option Agreement shall be interpreted as imposing
any liability on the Company in favor of the Optionee or such transferee of
option rights with respect to any loss, cost or expense which the Optionee or
transferee may incur in connection with, or arising out of any transaction
involving the Option granted hereunder.
14. Amendment of Option Agreement. This Option Agreement cannot be
amended except by a writing executed by the Company and the Optionee.
15. Applicable Law; Headings. This Option Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Delaware,
without giving effect to the conflicts of laws principles thereof. The headings
in this Option Agreement are solely for convenience of reference and shall not
affect its meaning or interpretation.
IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement to be effective as of the date first written above.
GETTY IMAGES, INC.
/s/ Xxxx X. Xxxxx /s/ Xxxxxx X. Xxxx
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By: Xxxx X. Xxxxx Xxxxxx X. Xxxx
The Optionee must accept the above option to purchase shares of Getty Images
common stock in accordance with and subject to the terms and conditions of this
Option Agreement and the Plan. By signing above, the Optionee acknowledges that
he or she has read this Option Agreement and the Plan, acknowledges that he or
she has received a copy of this Option Agreement, the Plan and the Plan Summary,
and agrees to be bound by this Agreement, the Plan and the actions of the Board
or Committee. If he or she does not do so prior to 90 days following the date of
grant, Getty Images may declare the option grant null and void.
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