Employment Agreement [Addendum] - Getty Images Inc. and Jonathan D. Klein
AMENDMENT TO
EMPLOYMENT AGREEMENT
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APRIL 1, 2000
THIS AMENDMENT is made as of April 1, 2000 ("Commencement Date") by and between
Getty Images, Inc. (the "Company") and Jonathan D. Klein (the "Executive").
Amendments to Section 3. (a) are effective as of April 1, 2000. All other
Amendment Sections are effective retroactively to the date of the Employment
Agreement, June 1, 1999.
WHEREAS the Company and the Executive desire to amend the Employment Agreement
dated June 1, 1999 (the "Agreement");
THEREFORE the Company AND the Executive agree to delete Sections 3 (a), 3(e),
3(g) and 3(j) in their entirety and replace them as follows:
3. (a) SALARY. The Company shall pay to the Executive an annual salary
(the "Salary") at the rate of Five Hundred Thousand Dollars ($500,000.00),
payable to the Executive in accordance with the normal payroll practices of the
Company for its executive officers as are in effect from time to time. In
addition, the Executive shall receive an annual foreign service premium of ten
percent of the salary (equal to Fifty Thousand Dollars ($50,000) as of the date
of this amendment) and an annual accommodation adjustment of Seventy Two
Thousand Dollars ($72,000), payable as part of the normal payroll practices,
through May 31, 2002. The foreign service premium and the accommodation
adjustment mentioned above are the net after tax amounts that will be received
by the Executive. The company will be responsible for any tax due on these
amounts. The annual foreign service premium and the accommodation allowance will
be paid at fifty percent (50%) from June 1, 2002 through May 31, 2003, and will
not be paid after June 1, 2003. The amount of the Executive's Salary shall be
reviewed annually by the Board on or about April 1 of each year during the Term
beginning in the 2000 calendar year and may be increased, but not decreased
below such amount, on the basis of such review and then-current market
practices.
3. (e) OPTIONS. In the event that the Executive ceases to be an employee
of the Company for any reason other than (i) if he is terminated for "Cause",
"Disability" or on account of his death, or (ii) if he resigns without "Good
Reason" (as each such term is defined below), the vesting of the Options shall
accelerate and the Options shall become immediately exercisable and the
Executive shall be entitled to retain such options, for the remainder of their
respective terms, as if he had remained an employee of the Company. In the event
that the Executive ceases to be an employee of the Company because he is
terminated for Cause or resigns without Good Reason, the Executive shall be
entitled to retain the then-vested portion of such options as if he had remained
an employee of the Company, but the unvested portion of such options shall
lapse. In the event of the Executive's death or Disability (as defined below),
the vesting of such Options shall accelerate and all options thereunder shall
become immediately exercisable and shall remain outstanding for a period of
twelve (12) months. In the event of a Change of Control (as defined in the Getty
Images, Inc. 1998 Stock Incentive Plan), the vesting of the Options shall
accelerate and the Options shall become immediately exercisable and the
Executive shall be entitled to retain such options, for the remainder of their
respective terms, as if he had remained an employee of the Company.
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3. (g) EXPENSES. The Company shall pay or reimburse the Executive for
all reasonable out-of-pocket expenses incurred by the Executive in connection
with his employment hereunder and expressly agrees that it will reimburse the
Executive for his business class airfare on international flights which are over
five (5) hours in duration taken in connection with Company business. The
Company also agrees that, in the event that the Executive is required to travel
abroad in connection with the performance of his duties hereunder for a period
in excess of two (2) weeks, the Company will reimburse the Executive for the
airfare, hotel and other transportation expenses of his spouse and minor
children so that they may accompany him on such trip. In addition, the Company
shall reimburse the Executive for all fees and costs incurred for services
provided by the Executive's personal tax advisor in connection with his personal
taxes. All of the above listed 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 (g) shall be
subject to the Executive'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.
3. (j) BENEFITS. During the term, the Company will provide The Executive
with two automobiles of such make and models as the Board deems appropriate and
suitable for his status with the Company for his and his spouse's sole use and
will reimburse the Executive for all costs and expenses incurred by the
Executive in connection with the use of those vehicles, or, at the Executive's
sole discretion, the Company shall pay an equivalent amount of such perquisite
to him as additional compensation. The Company shall install and pay the rental
and unit charges attributable to a dedicated business telephone and/or ISDN line
at his home. During the Term, the Company shall also pay for the Executive's
purchase, line charges, rental and unit charges for his mobile phones. The
Company shall provide the Executive with a fax machine and computer modem and
ISDN line to be installed at the Executive's home and a suitable desktop and
laptop computer, as well as all ancillary equipment and maintenance therefore.
In addition, the Company will pay for the cost of the Executive's member ship in
or subscriptions to the internet service provider of his choice, and such
professional memberships and journals as are appropriate to his duties under
this agreement. In addition, the Company will pay for any healthclub membership
fees that Jonathan and/or his family belong to.
THEREFORE the Company AND the Executive confirm and agree that the three-page
"Appendix A" attached to the Executive's original Employment Agreement dated
June 1, 1999 is a valid and approved section of the Employment Agreement. A copy
of the Appendix A is attached.
IN WITNESS WHEREOF, Getty Images, Inc. and Jonathan D. Klein have caused this
Amendment to be executed as of the Commencement Date.
GETTY IMAGES, INC. JONATHAN D. KLEIN
By:
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Mark H. Getty Jonathan D. Klein
Executive Chairman Chief Executive Officer
Date:
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