Sample Business Contracts

Employment Agreement - Getty Images Inc. and Christopher Roling

Employment Forms

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                              EMPLOYMENT AGREEMENT

                  THIS AGREEMENT, dated as of this 1st day of July, 1999, by and
between GETTY IMAGES, INC., a Delaware corporation (the "Company"), whose
principal Employee offices are located at 2101 Fourth Avenue, Suite 500,
Seattle, WA 98121 and CHRISTOPHER ROLING, an individual residing at 5401 NE 85th
Street, Seattle, WA 98115 (the "Employee").

                              W I T N E S S E T H:

                  WHEREAS, the Employee is presently serving as Chief Financial
Officer of Getty Images, Inc. and currently resides in London. Effective July 1,
1999 the Employee agrees to perform these duties in Seattle, Washington and will
then reside in Washington; and

                  WHEREAS, both parties desire that the terms and conditions of
the Employee's employment with the Company be governed by the terms and
conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the promises and the
mutual covenants herein contained, the parties hereto hereby agree as follows:

                  1.       EMPLOYMENT AND DUTIES.

                  (a) General. The Company hereby employs the Employee,
effective as of the date hereof (the "Effective Date"), and the Employee's
period of continuous employment for statutory purposes began on December 15,
1998, and the Employee agrees upon the terms and conditions herein set forth to
serve, as Chief Financial Officer of the Company and shall perform all duties
customarily appurtenant to such position. In such capacity, the Employee shall
report directly to Jonathan Klein, the Chief Executive Officer, or to such other
person designated by the Board of Directors of the Company. The Employee's
principal place of business shall be 2101 Fourth Avenue, Suite 500, Seattle,
Washington 98121 or such other address as the Company may specify from time to

                  (b) Services and Duties. For so long as the Employee is
employed by the Company, the Employee shall devote his full business time to the
performance of his duties hereunder; shall faithfully serve the Company; shall
in all respects conform to and comply with the lawful and good faith directions
and instructions given to him by Jonathan Klein, or such other person designated
by the Board of Directors of the Company; and shall use his best efforts to
promote and serve the interests of the Company.

                  (c) No Other Employment. For so long as the Employee is
employed by the Company, he shall not, directly or indirectly, render services
to any other person or organization for which he receives compensation without
the prior approval of Jonathan Klein, or such other person designated by the
Board of Directors of the Company. No such approval

<PAGE>   2

will be required if the Employee seeks to perform inconsequential services
without direct compensation therefore in connection with the management of
personal investments or in connection with the performance of charitable and
civic activities, provided that such activities do not contravene the provisions
of Section 6 hereof.

                  2. TERM OF EMPLOYMENT. The term of the Employee's employment
under this Agreement (the "Term") shall commence on the Effective Date and
continue until it is terminated by either party giving the other at least six
months' written notice; provided, however, that in no event may a non-renewal
notice be given prior to July 1, 2000; and provided further, however, that, in
any event, the Term shall not extend beyond the last day of the month in which
the Employee attains age 65.

                  3. COMPENSATION AND OTHER BENEFITS. Subject to the provisions
of this Agreement, the Company shall pay and provide the following compensation
and other benefits to the Employee during the Term as compensation for all
services rendered hereunder and the covenants contained in Section 6 hereof:

                  (a) Salary. The Company shall pay to the Executive an annual
salary (the "Salary") at the initial rate of Two Hundred Twenty Thousand and
Fifty Dollars ($220,050.00), payable to the Employee in accordance with the
normal payroll practices of the Company for its employees as are in effect from
time to time. In addition, the Employee shall receive an annual foreign service
premium of ten percent of the salary and an annual accommodation adjustment of
Forty Eight Thousand Dollars ($48,000.00), payable as part of the normal payroll
practices. The foreign service premium and the accommodation adjustment
mentioned above are the net amounts that will be received by the Employee. The
company will be responsible for any tax due on these amounts. The amount of the
Employee's Salary shall be reviewed annually by the Board on or about July 1 of
each year during the Term beginning in the 2000 calendar year and may be
increased on the basis of such review and then-current market practices, but not
decreased below such amount.

                  (b) Annual Bonus. The Employee shall be eligible for 1999 and
each calendar year thereafter that begins during his employment to participate
in an annual incentive bonus program established by the Company, in accordance
with the policies of the Company, its subsidiaries and affiliates (hereinafter,
collectively the "Group") and subject to such terms and conditions as may be
approved annually by the Company. Under the terms of the annual incentive bonus
program, the Employee will be afforded the opportunity to earn up to a maximum
of sixty percent (60%) of his Salary (the "Bonus") and a minimum of twenty
percent (20%) in effect for the applicable calendar year, subject to the
achievement of the performance targets established by the Company for that year,
to be paid on a pro-rata basis in the event that the Employee is employed for
less than a full calendar year (for purposes of determining the 1999 bonus, the
Employee shall be deemed to have commenced employment as of January 1, 1999).

                  (c) Relocation Expenses. The Company shall pay to the
Employee all

<PAGE>   3

reasonable temporary housing expenses and moving expenses including: shipping of
personal and household effects and insurance for such effects; storage charges
for up to three (3) years; temporary accommodations for the Employee and his
family in Seattle for up to six 6 weeks; discounted business class flights for
the Employee and his family for initial move from London to Seattle; transport
and flights from Seattle to London for Employee and his family twice annually
(home visits); and a one time relocation allowance of Twenty Five Thousand Three
Hundred Ninety Dollars ($25,390.00) (six weeks salary) to cover miscellaneous
relocation expenses. Appendix A describes the relocation policy, expenses and
additional benefits to be paid in greater detail.

                  (d) Tax. The Company shall reimburse to the Employee costs
associated with the preparation of his annual US and UK personal tax returns by
PriceWaterhouseCoopers (not to exceed Twenty Five Hundred Dollars ($2,500.00)
per year).

                  (e) Expenses. The Company shall pay or reimburse the Employee
for all reasonable out-of-pocket expenses incurred by the Employee in connection
with his employment hereunder in accordance with Group. Such expenses shall be
paid upon the periodic submission of invoices and shall be paid reasonably
promptly after the date of such invoice. The reimbursement of expenses under
this Section 3(c) shall be subject to the Employee's providing the Company with
such documentation of the expenses as the Company may from time to time
reasonably request in accordance with the policies of the Group.

                  (f) Pension, Welfare and Fringe Benefits. During the Term, the
Employee shall be eligible to participate in the Company's pension, medical,
disability insurance plans applicable to Employees of the Company in accordance
with the terms of such plans as in effect from time to time. In addition, during
the Term, the Company shall maintain a life insurance policy on the life of the
Employee for the benefit of the Employee's estate providing a benefit equal to
the greater of (i) Seven Hundred Fifty Thousand Dollars ($750,000.00) or (ii)
four (4) times the Employee's Salary (and maximum Bonus). The Employee shall
also be provided with a car allowance and free parking at the place of
employment. Appendix A describes additional paid fringe benefits in greater

                  (g) Long-Term Incentive Program. During the Term, the Employee
shall participate in all long-term incentive plans and programs of the Group
that are applicable to its senior Employees in accordance with their terms and
in a manner consistent with his position with the Company.

                  (h) Holidays. In addition to the usual public and bank
holidays, the Employee shall be entitled to twenty (25) days paid vacation
annually, which shall be taken at such times as are approved by the Company. The
Employee shall be permitted to carry forward any portion of his vacation time
for up to one year and, upon the expiration of such one (1) year period, the
Employee shall be paid in lieu of such vacation days.

<PAGE>   4

                  (i) Options. Future annual share options will be granted under
the rules of the Getty Images Stock Incentive Plan (or any subsequently amended
plan) and are at the discretion of the CEO but will not be less than an annual
grant amount of Fifteen Thousand (15,000) shares (or the minimum amount
specified in a subsequently revised Getty Images Stock Incentive Plan if greater
than Fifteen Thousand (15,000) shares per year). If there is a generally
applicable award of options or restricted shares to senior executives of Getty
Images other than the annual award of options, the Employee shall participate in
such award(s) on terms consistent with Getty Images' then current practices and
with awards made to other senior executives. In the event there is a Change in
Control (defined as it is for purposes of the Option Plan), the vesting of the
Options shall become immediately exercisable and the Employee shall be entitled
to retain such options, for the remainder of their respective terms, as if he
had remained an employee of the Company.

                  4. TERMINATION OF EMPLOYMENT. Subject to the notice and other
provisions of this Section 4, the Company shall have the right to terminate the
Employee's employment hereunder, and he shall have the right to resign, at any
time for any reason or for no stated reason.

                  (a) Termination for Cause; Resignation Without Good Reason.
(i) If, prior to July 1, 2000, the Employee's employment is terminated by the
Company for Cause or if the Employee resigns from his employment hereunder other
than for Good Reason, he shall be entitled to payment of the pro rata portion of
his Salary and accrued Bonus (for purposes of this Agreement, "accrued Bonus"
shall be determined using the number of days in the applicable calendar year
that the Employee was employed by the Company and the applicable performance
criteria under the bonus plan, in each case through the date of termination or
resignation) through and including the date of termination or resignation, as
well as any unreimbursed expenses. Except to the extent required by the terms of
any applicable compensation or benefit plan or program or as otherwise required
by applicable law, the Employee shall have no rights under this Agreement or
otherwise to receive any other compensation or to participate in any other plan,
program or arrangement after such termination or resignation of employment with
respect to the year of such termination or resignation and later years.

                  (ii) In addition, the Employee shall be entitled to retain the
then-vested portion of his options to purchase shares of the Company's common
stock until such options expire in accordance with their terms.

                  (iii) Termination for "Cause" shall mean termination of the
Employee's employment with the Company because of (A) willful, material or
persistently repeated non-performance of the Employee's duties to the Company
(other than by reason of the incapacity of the Employee due to physical or
mental illness) after notice by the Board of such failure and the Employee's
non-performance and continued, willful, material or persistent repeated
non-performance after such notice, (B) the indictment of the Employee for a
felony offense, (C) fraud against the Group or any willful misconduct that
brings the reputation of the Group into

<PAGE>   5

serious disrepute or causes the Employee to cease to be able to perform his
duties, (D) any other material breach by the Employee of any material term of
this Agreement, (E) the Employee files for personal bankruptcy under the United
States Bankruptcy Code, or (F) the Employee is unable to perform his duties, by
reason of disability, for a period of six (6) months or more.

                  (iv) Termination of the Employee's employment for Cause shall
be communicated by delivery to the Employee of a written notice from the Company
stating that the Employee has been terminated for Cause, specifying the
particulars thereof and the effective date of such termination. The date of a
resignation by the Employee without Good Reason shall be the date specified in a
written notice of resignation from the Employee to the Company. The Employee
shall provide at least thirty (30) days' advance written notice of resignation
without Good Reason.

                  (b) Involuntary Termination. (i) If, prior to July 1, 2000,
the Company terminates the Employee's employment for any reason other than Cause
or Employee resigns from his employment hereunder for Good Reason (collectively
hereinafter referred to as an "Involuntary Termination"), the Company shall pay
to the Employee his Salary and accrued Bonus up to and including the date of
such Involuntary Termination, as well as any unreimbursed expenses. In addition,
the Company shall continue to pay to the Employee as severance (the "Severance
Payments") in accordance with the Company's normal payroll practices, his
Salary, at the rate in effect immediately prior to such Involuntary Termination,
through and including July 1, 2000. Additionally, if Employee elects and is then
eligible, he is entitled to continued health insurance coverage ("COBRA
benefits") effective the first of the month following his termination date and
the Company agrees to pay for Employees' COBRA benefit premiums through July 1,

                  (ii) In addition, in the event of the Employee's Involuntary
Termination prior to July 1, 2000, all of the Employee's then-outstanding
options to purchase shares of the Company's common stock shall continue to vest
until July 1, 2000. The Employee shall be entitled to retain the vested portion
of his options as if he had remained an Employee until July 1, 2000.

                  (iii) Resignation for "Good Reason" shall mean resignation by
Employee because of (A) an adverse and material change in the Employee's duties,
titles or reporting responsibilities, (B) a material breach by the Company of
any term of the Agreement, (C) a reduction in the Employee's Salary or bonus
opportunity or the failure of the Company to pay the Employee any material
amount of compensation when due, (D) the assignment to Employee of any material
duties that are inconsistent with those described in Section 1 of this Agreement
without the Employee's consent, or (E) the Company's requirement that Employee
perform a substantial portion of his duties outside the Seattle, Washington
metropolitan area, except for travel in furtherance of the Company's business.
The Company shall have thirty (30) business days from the date of receipt of
such notice to effect a cure of the material breach described therein and, upon
cure thereof by the Company to the reasonable satisfaction of the

<PAGE>   6

Employee, such material breach shall no longer constitute Good Reason for
purposes of this Agreement.

                  (iv) The date of termination of employment without Cause shall
be the date specified in a written notice of termination to the Employee. The
date of resignation for Good Reason shall be the date specified in a written
notice of resignation from the Employee to the Company; provided, however, that
no such written notice shall be effective unless the cure period specified in
Section 4(b)(iv) above has expired without the Company having corrected, to the
reasonable satisfaction of the Employee, the event or events subject to cure.

                  (v) Anything in this Agreement to the contrary
notwithstanding, no amounts shall be payable under this Section 4(b) if the
Employee's employment with the Company ends, for any reason, on or after July 1,

                  5.       LIMITATION ON PAYMENTS.

                  Notwithstanding anything herein to the contrary, if any of the
payments made hereunder would constitute a "parachute payment" (as defined in
Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
"Code")), and the net after-tax amount of the parachute payment is less than the
net after-tax amount if the aggregate payments to be made to the Employee were
three times his "base amount" (as defined in Section 280G(b)(3) of the Code),
less One Dollar ($1.00), then the aggregate of the amounts constituting the
parachute payment shall be reduced to an amount that will equal three times the
base amount, less One Dollar ($1.00). The determinations to be made with respect
to this Section 5 shall be made by an independent accounting firm of national
standing (other than the Company's regular auditors). The accounting firm shall
be paid by the Company for its services performed hereunder.

                  6.       PROTECTION OF THE COMPANY'S INTERESTS.

                  (a) No Competing Employment. For so long as the Employee is
employed by the Company and for one (1) year thereafter (such period being
referred to hereinafter as the "Restricted Period"), the Employee shall not,
without the prior written consent of the Board, directly or indirectly, own an
interest in, manage, operate, join, control, lend money or render financial or
other assistance to or participate in or be connected with, as an officer,
employee, partner, stockholder, consultant or otherwise, any individual,
partnership, firm, corporation or other business organization or entity that
competes with the Group by providing any goods or services provided or under
development by the Group at the effective date of the Employee's termination of
employment under this Agreement; provided, however, that this Section 6(a) shall
not proscribe the Employee's ownership, either directly or indirectly, of either
less than five percent of any class of securities which are listed on a national
securities exchange or quoted on the automated quotation system of the National
Association of Securities Dealers, Inc..

<PAGE>   7

                  (b) No Interference. During the Restricted Period, the
Employee shall not, whether for his own account or for the account of any other
individual, partnership, firm, corporation or other business organization (other
than the Company), intentionally solicit, endeavor to entice away from the Group
or otherwise interfere with the relationship of the Group with, any key person
or team who is employed by or otherwise engaged to perform services for the
Group or any key person or team or entity who is, or was within the then most
recent twelve-month period, a customer, client or supplier of the Group.

                  (c) Secrecy. The Employee recognizes that the services to be
performed by him hereunder are special, unique and extraordinary in that, by
reason of his employment hereunder, he may acquire confidential information and
trade secrets concerning the operation of the Group, the use or disclosure of
which could cause the Group substantial losses and damages which could not be
readily calculated and for which no remedy at law would be adequate.
Accordingly, the Employee covenants and agrees with the Company that he will not
at any time, except in performance of the Employee's obligations to the Company
hereunder or with the prior written consent of the Board, directly or indirectly
disclose to any person any confidential information that he may learn or has
learned by reason of his association with the Group. The term "confidential
information" means any information not previously disclosed to the public or to
the trade by the Group with respect to the Company's, or any of its affiliates'
or subsidiaries', products, facilities and methods, trade secrets and other
intellectual property, systems, procedures, manuals, confidential reports,
product price lists, customer lists, financial information (including the
revenues, costs or profits associated with any of the Group's products),
business plans, prospects or opportunities.

                  (d) Exclusive Property. The Employee confirms that all
confidential information is and shall remain the exclusive property of the
Group. All business records, papers and documents kept or made by the Employee
relating to the business of the Group shall be and remain the property of the
Group. Upon the termination of his employment with the Company or upon the
request of the Company at any time, the Employee shall promptly deliver to the
Company, and shall not without the consent of the Board retain copies of, any
written materials not previously made available to the public, or records and
documents made by the Employee or coming into his possession concerning the
business or affairs of the Group; provided, however, that subsequent to any such
termination, the Company shall provide the Employee with copies (the cost of
which shall be borne by the Employee) of any documents which are requested by
the Employee and which the Employee has determined in good faith are (i)
required to establish a defense to a claim that the Employee has not complied
with his duties hereunder or (ii) necessary to the Employee in order to comply
with applicable law.

                  (e) Assignment of Developments. All "Developments" (as defined
below) that were or are at any time made, conceived or suggested by Employee,
whether acting alone or in conjunction with others, during Employee's employment
with the Group shall be the sole and absolute property of the Group, free of any
reserved or other rights of any kind on the part of Employee. During Employee's
employment and, if such Developments were made, conceived or suggested by
Employee during his employment with the Group, thereafter,

<PAGE>   8

Employee shall promptly make full disclosure of any such Developments to the
Group and, at the Group's cost and expense, do all acts and things (including,
among others, the execution and delivery under oath of patent and copyright
applications and instruments of assignment) deemed by the Group to be necessary
or desirable at any time in order to effect the full assignment to the Group of
Employee's right and title, if any, to such Developments. For purposes of this
Agreement, the term "Developments" shall mean all data, discoveries, findings,
reports, designs, inventions, improvements, methods, practices, techniques,
developments, programs, concepts, and ideas, whether or not patentable, relating
to the activities of the Group of which Employee is as of the date of this
Agreement aware or of which Employee becomes aware at any time during the Term,
excluding any Development for which no equipment, supplies, facilities or
confidential information of the Group was used and which was developed entirely
on Employee's own time, unless (i) the Development relates directly to the
business of the Group, (ii) the Development relates to actual or demonstrably
anticipated research or development of the Group, or (iii) the Development
results from any work performed by Employee for the Group (the foregoing is
agreed to satisfy the written notice and other requirements of Section 49.44.140
of the Revised Code of Washington).

                  (f) Injunctive Relief. Without intending to limit the remedies
available to the Company, the Employee acknowledges that a breach of any of the
covenants contained in this Section 6 may result in material irreparable injury
to the Group for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of such a breach or threat thereof, the Company shall be entitled to obtain a
temporary restraining order and/or a preliminary or permanent injunction
restraining the Employee from engaging in activities prohibited by this Section
6 or such other relief as may be required to specifically enforce any of the
covenants in this Section 6. Without intending to limit the remedies available
to the Employee, the Employee shall be entitled to seek specific performance of
the Company's obligations under this Agreement.

                  7.       GENERAL PROVISIONS.

                  (a) Source of Payments. All payments provided under this
Agreement, other than payments made pursuant to a plan which provides otherwise,
shall be paid in cash from the general funds of the Company, and no special or
separate fund shall be established, and no other segregation of assets made, to
assure payment. The Employee shall have no right, title or interest whatever in
or to any investments which the Company may make to aid the Company in meeting
its obligations hereunder. To the extent that any person acquires a right to
receive payments from the Company hereunder, such right shall be no greater than
the right of an unsecured creditor of the Company; provided, however, that this
provision shall not be deemed to waive or abrogate any preferential or other
rights to payment accruing to the Employee under applicable bankruptcy laws by
virtue of the Employee's status as an employee of the Company.

                  (b) No Other Severance Benefits. Except as specifically set
forth in this Agreement, the Employee covenants and agrees that he shall not be
entitled to any other form

<PAGE>   9

of severance benefits from the Company, including, without limitation, benefits
otherwise payable under any of the Company's regular severance policies, in the
event his employment hereunder ends for any reason and, except with respect to
obligations of the Company expressly provided for herein, the Employee
unconditionally releases the Company and its subsidiaries and affiliates, and
their respective directors, officers, employees and stockholders, or any of
them, from any and all claims, liabilities or obligations under this Agreement
or under any severance or termination arrangements of the Company or any of its
subsidiaries or affiliates for compensation or benefits in connection with his
employment or the termination thereof.

                  (c) Tax Withholding. Payments to the Employee of all
compensation contemplated under this Agreement shall be subject to all
applicable tax withholding.

                  (d) Notices. Any notice hereunder by either party to the other
shall be given in writing by personal delivery, or certified mail, return
receipt requested, or (if to the Company) by telex or facsimile, in any case
delivered to the applicable address set forth below:

                  (i)   To the Company:            Getty Images, Inc.
                                                   2101 Fourth Avenue
                                                   Suite 500
                                                   Seattle, Washington 98121

                  (ii)  To the Employee:           Christopher Roling
                                                   5401 NE 85th Street
                                                   Seattle, WA  98115

or to such other persons or other addresses as either party may specify to the
other in writing.

                  (e) Representation by the Employee. The Employee represents
and warrants that his entering into this Agreement does not, and that his
performance under this Agreement and consummation of the transactions
contemplated hereby will not, violate the provisions of any agreement or
instrument to which the Employee is a party, or any decree, judgment or order to
which the Employee is subject, and that this Agreement constitutes a valid and
binding obligation of the Employee in accordance with its terms. Breach of this
representation will render all of the Company's obligations under this Agreement
void ab initio.

                  (f) Limited Waiver. The waiver by the Company or the Employee
of a violation of any of the provisions of this Agreement, whether express or
implied, shall not operate or be construed as a waiver of any subsequent
violation of any such provision.

                  (g) Assignment; Assumption of Agreement. No right, benefit or
interest hereunder shall be subject to assignment, encumbrance, charge, pledge,
hypothecation or setoff

<PAGE>   10

by the Employee in respect of any claim, debt, obligation or similar process.
The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company to assume expressly and to agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.

                  (h) Amendment; Actions by the Company. This Agreement may not
be amended, modified or canceled except by written agreement of the Employee and
the Company. Any and all determinations, judgments, reviews, verifications,
adjustments, approvals, consents, waivers or other actions of the Company
required or permitted under this Agreement shall be effective only if undertaken
by the Company pursuant to authority granted by a resolution duly adopted by the
Board; provided, however, that by resolution duly adopted in accordance with
this Section 7(h), the Board may delegate its responsibilities hereunder to one
or more of its members other than the Employee.

                  (i) Severability. If any term or provision hereof is
determined to be invalid or unenforceable in a final court or arbitration
proceeding, (i) the remaining terms and provisions hereof shall be unimpaired
and (ii) the invalid or unenforceable term or provision shall be deemed replaced
by a term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision.

                  (j) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (determined
without regard to the choice of law provisions thereof).

                  (k) Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties hereto with respect to the matters
covered hereby and supersedes all prior agreements and understandings of the
parties with respect to the subject matter hereof.

                  (l) Headings. The headings and captions of the sections of
this Agreement are included solely for convenience of reference and shall not
control the meaning or interpretation of any provisions of this Agreement.

                  (m) Counterparts. This Agreement may be executed by the
parties hereto in counterparts, each of which shall be deemed an original, but
both such counterparts shall together constitute one and the same document.

                  (n) Disciplinary and Grievance Procedures. For statutory
purposes, there is no formal disciplinary procedure in relation to the
Employee's employment. The Employee shall be expected to maintain the highest
standards of integrity and behavior. If the Employee has any grievance in
relation to his employment or is not satisfied with any disciplinary procedure
taken in relation to him, he may apply in writing within 14 days of that
decision to the Board, whose decision shall be final. The foregoing shall not be
construed, however, to limit the Employee's remedies at law or otherwise.

<PAGE>   11

<PAGE>   12

                  IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the day and year first written above.

                                    GETTY IMAGES, INC.

                                    By: ______________________________________
                                    Name:          Jonathan D. Klein
                                    Title:       Chief Executive Officer


                                    By: ______________________________________
                                                   Christopher Roling

<PAGE>   13

                                   APPENDIX A

Recommended Policies for relocation of Christopher Roling from London to Seattle


1. Christopher Roling is viewed as an expatriate on assignment for three years.
2. Family includes spouse or partner, dependent children under 18 and other
   persons living with or supported by the employee.
3. No consideration is made for loss of employee's spouse or partner's income.
4. Aim is to provide equivalent purchasing power abroad to at least maintain
   home lifestyle.

All annual allowances or payments will apply to Christopher Roling for three


1. Getty Images will pay on production of invoices all reasonable relocation
   and related insurance expenses for sea freight and up to the following
   limits for airfreight (available for immediate needs ) (anything over
   (pound)8,000 is taxable to the employee). 200kg by air for the employee
   150kg by air for the spouse 100kg by air for each additional person
2. All storage charges will be paid by Getty Images for three years.
3. Hotel costs for employee and family in Seattle will be paid until longer
   term accommodation (rental or purchase) is secured. Typically 6 weeks
4. Discounted business class flights are paid for employee and family for
   initial move from London to Seattle.
5. A one off general relocation allowance is paid of 6 weeks salary to cover
   electrical goods, curtains and other goods that will need to be purchased.


1. Total remuneration is split between home and host currency as instructed by
2. Professional help with tax advice and tax returns is paid for by Getty
3. A Foreign Service Premium of 10% of base salary is paid to all expatriates
   for the duration of the assignment. The Foreign Service Premium is paid gross
   so that the employee gets a net 10% benefit as a result of moving to Seattle.
   The Premium will be paid monthly throughout the expatriate period and is in
   addition to any "normal" annual pay rise. It is also shown separately in the
   pay roll. Pension and bonuses will be calculated on the basic salary i.e.
   excluding the Foreign Service Premium.
4. No mobility premium is payable on moving.
5. A Goods and Services (cost of living) allowance linked to family size is paid
   per the ORC efficient purchaser indices table. (This is currently negative
   for London to Seattle but no deduction will be made).
6. No Hardship Allowances will be paid for Seattle.

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1. Housing Allowance will be loosely based on the ORC tables, expensive column,
   research with local real estate agents and management judgement (see
   individual sheets for estimates). This will be adjusted to enable the
   employee to receive the amount net assuming they will use this as payment
   towards the interest on a mortgage (after personal tax deductions and tax
2. No home housing offset will be made (i.e. no account will be taken of the
   accommodation arrangements in London).
3. Utility bills will be paid by Getty Images.
4. Real estate taxes will be paid by Getty Images over and above the
   accommodation allowances provided to each individual. (for purchase only)


1. Equivalent Healthcare benefits will be provided either by additional coverage
   of home plan or by inclusion in local Seattle plan.
2. Any life assurance plans will be maintained from London.
3. Permanent Health Insurance and/or disability insurance will, where relevant,
   continue to be paid by the company.
4. All employees will continue their UK pension arrangements.
5. A car or cash in lieu of a car (cash equivalency of $570.00/month,
   $6,840.00/year) will be provided for Christopher Roling. In general,
   employees who choose to take a car instead of the cash will be responsible
   for arranging the leasing of the vehicle with the cost being borne by the
6. Two economy class home leave trips will be provided for the employee and
   their family annually. This will only be paid for flights to UK.
7. Holiday entitlement will not change.
8. No contribution will be made to children's education expenses.


1. Christopher Roling will be eligible to receive reimbursement for repatriation
   costs to UK, equivalent to relocation costs outlined above, throughout the
   first three years, on resignation at the host location or on termination by
   Getty Images.
2. No assistance will be given for purchase of a new home in the UK.


     Christopher Roling will migrate to a local package over his fourth year.
     YEAR 4
     Accommodation allowance, UK storage costs and utilities payments reduce to
     50% of previous allowance. Health cover converts to local benefits package.
     UK NI no longer paid.
     Tax advice and tax returns still paid for
     Employee still eligible for reimbursement of repatriation costs.
     Vacation allowance remains the same
     Car arrangements remain the same

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     YEAR 5+
     Salaries will be aligned to local salaries using an appropriate
     benchmarking exercise. Employees lose their right to repatriation at the
     company's expense. Vacation allowance remains the same All other benefits
     are as for local employees.