Employment Agreement - Getty Images Inc. and Christopher Roling
(1) CHRISTOPHER ROLING
-- AND --
(2) GETTY IMAGES, INC.
-----------------------------------------------------------------
EMPLOYMENT AGREEMENT
-----------------------------------------------------------------
DATED 15 DECEMBER 1998
<PAGE> 2
THIS AGREEMENT is made the fifteenth day of December 1998
BETWEEN:
(1) CHRISTOPHER ROLING of 9 Sherbrook Rise, Wilmslow, Cheshire, SK9 2AX
("the Executive") and
(2) GETTY IMAGES, INC. whose registered office is at 101 Bayham Street,
London, NW1 0AG ("the Company").
WHEREBY it is agreed as follows:--
1. DEFINITIONS & INTERPRETATION
1.1 In this Agreement the following expressions shall unless the context
otherwise requires bear the following meanings:--
"the Act" the Employment Rights Act (1996)
"Associated Company" any company which for the time being is:
(a) a holding company (as defined in Section 736 of
the Companies Act 1985) of the Company; and/or
(b) a subsidiary (as defined in Section 736 of the
Companies Act 1985) of any such holding company
(other than the company) or of the Company; and/or
(c) any other company on behalf of which the
Executive carries out duties at the request of the
Company
"Group Operating Profit" operating profit before interest currency losses or
gains and tax
"Intellectual Property" rights in or to patents industrial designs
copyright trade secrets know-how and trademarks and
any other intangible property created through the
application of intellect to technical or commercial
matters and capable of proprietary distinction and
definition
"Chief Executive Officer
(CEO)" Jonathan Klein or whosoever is appointed in his
place by the Company
"The Stock Exchange" The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited
1.2 Any reference in this Agreement to any statute or statutory provision
shall be construed as including a reference to that statute or statutory
provision as from time to time amended modified extended or re-enacted whether
before or after the date of this Agreement and to all statutory instruments
orders and regulations for the time being made pursuant to it or deriving
validity from it.
1.3 Unless the context otherwise requires words denoting the singular shall
include the plural and vice versa and words denoting any one gender shall
include all genders and words denoting persons shall include bodies corporate
unincorporated associations partnerships and individuals.
1.4 Unless otherwise stated references to clauses, sub-clauses, paragraphs
and sub-paragraphs relate to this Agreement.
1.5 Clause headings do not affect the interpretation of this Agreement.
2. APPOINTMENT
2.1 The Company shall employ the Executive and the Executive shall serve
the Company as Chief Financial Officer (CFO) commencing on a date to be agreed
and shall continue thereafter until this Agreement is terminated in accordance
with Clause 11 hereof or by either party giving to the other not less than six
calendar months' notice.
1
<PAGE> 3
3. DUTIES OF EMPLOYMENT
3.1 The Executive shall unless prevented by ill health or other incapacity
devote the whole of his time and attention to the performance of his duties
hereunder and shall faithfully and diligently exercise such powers and perform
such duties in relation to the Company or any Associates Company as may from
time to time be vested in or assigned to him by the CEO at such place or places
as the CEO shall determine and shall obey and comply with all proper orders and
directions from time to time given or made by the CEO. The Executive's normal
place of work shall be 101 Bayham Street, London, NW1 0AG or such other place as
the Company shall reasonably require. The Executive may be required to travel on
business from time to time subject to Clause 6.1.
3.2 If the Company requires the Executive to work at a place which would
reasonably oblige the Executive to move permanently from his then normal place
of residence, the Company shall reimburse the Executive (on production of the
necessary receipts or vouchers) for all removal and relocation expenses directly
and reasonably incurred as a result of the Company's requirements in accordance
with the Company's then current policy for relocation of executives.
3.3 The Executive's hours of work are the normal hours of the Company being
9.15am to 5.15pm Monday to Friday each week together with such additional hours
as may be necessary properly to fulfil his duties.
4. SALARY
4.1 The Company shall pay to the Executive a salary at the rate of L135,000
(one hundred and thirty five thousand pounds) per annum such salary to be
reviewed in April 2000 and annually thereafter, and to accrue from day to day
and to be payable by monthly instalments in arrears on or before the last
working day of each calendar month.
4.2 The annual increase to the Executive's annual gross salary is at the
discretion of the CEO and/or Board of Directors, however, the prevailing annual
base salary cannot be reduced.
4.3 The Company shall if it deems it necessary to do so, in accordance with
the Company's disciplinary procedure, be entitled to suspend the Executive but
shall during such suspension continue to pay the Executive in accordance with
the provisions of this Clause.
5. BONUS SCHEME AND SHARE OPTIONS
5.1 The Executive shall be entitled to participate in an annual bonus
scheme, the details of which are to be agreed between the Executive and the CEO.
Such bonus to be a maximum of up to 60% of the Executive's gross annual salary
and a minimum of 20% of the Executive's gross annual salary, and to be a mixture
of the achievement of agreed personal performance targets and Getty Images
financial targets, unless otherwise agreed in writing by both parties. A
proportion of the bonus will be paid in the Executive's first year, depending on
the commencement date. Any bonus payable under this scheme will be effected in
the month immediately following the Getty Images, Inc. annual accounts being
finalised. The bonus scheme will be reviewed annually.
5.2 The Executive shall be eligible to receive 60,000 Getty Images Share
Options upon joining the Company. Share options are granted under the rules of
the Getty Images Stock Incentive Plan, a copy of which will be sent separately.
5.3 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 a grant amount of 15,000
(fifteen thousand) shares (or the minimum amount specified in a subsequently
revised Getty Images Stock Incentive Plan if greater than 15,000 shares per
annum).
5.4 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 Executive shall participate in such award(s) on terms consistent
with Getty Images' then current practices and with awards made to other senior
executives.
2
<PAGE> 4
6. EXPENSES
6.1 The Company shall reimburse to the Executive, subject to the Executive
producing proper receipts or vouchers, all travelling hotel entertainment and
out of pocket expenses which may reasonably and properly be incurred in the
performance of the Executive's duties pursuant to this Agreement.
6.2 The Company shall provide a fully expensed car purchased from new to a
maximum value of L35,000 which the Executive may use for business and personal
purposes. Should the Executive choose to receive cash in lieu of a car, the
annual increase to salary will be L8,000.
6.3 The Company shall provide a car parking space, free of charge, near to
the place of work at 101 Bayham Street, London, NW1 0AG
6.4 The Company shall provide fully furnished living accommodation suitable
for the Executive for the duration of six months from the date of commencement
of employment. The Company will be responsible for the payment of all proper
outgoings on the premises including rent, ground rent, maintenance and repairs,
and the Executive will be responsible for the payment of all other reasonable
expenses incurred, including but not limited to gas, electricity and water bills
and community charge.
6.5 The Company shall reimburse to the Executive, subject to the Executive
producing proper receipts, a maximum of L4,000 relocation fees which may
reasonably be incurred when the Executive establishes a permanent place of
residence in the transfer from the Executive's current place of residence.
6.6 The Company shall reimburse to the Executive any properly substantiated
financial penalties (not to exceed L12,500 in total) associated with the early
redemption of the current mortgage on his existing residence.
6.7 The Company shall reimburse to the Executive costs associated with the
preparation of his annual US and UK personal tax returns by
PriceWaterhouseCoopers (not to exceed L1,500 per annum).
6.8 On an annual basis, the Company will pay for one home leave airfare for
economy-class fully-flexible return tickets for the Executive and his dependent
direct family members between the UK and the US. Home leave will be defined as
holiday taken in the Executive's home country and is optional. Whenever
possible, home leave should be taken in conjunction with a business trip to the
US.
7. PENSION AND ADDITIONAL BENEFITS
7.1 The Company shall make a contribution equivalent to 10% of the
Executive's annual gross salary to a private pension scheme or to the company
pension scheme effective from the Executive's commencement date, as the
Executive so chooses. If the Executive chooses to join the company pension
scheme, the Executive will contribute 2% of the Executive's annual gross salary
and be able to make additional voluntary contributions through the Salary
Sacrifice Scheme. A summary of the benefits of the company pension scheme,
including Life Insurance Benefits and Long Term Incapacity Benefits, can be
found in the enclosed booklet "Your Pension and Employee Benefit Plan." Life
Insurance Benefits and Long Term Incapacity Benefits are provided in the company
pension scheme, should the Executive choose to join, or can be organised through
separate arrangement. The Executive's Life Insurance Benefits will be four times
his pensionable salary.
7.2 The Executive and his spouse and children shall be entitled to private
medical cover under the Company's Executive Healthcare Scheme.
8. HOLIDAYS
8.1 The Executive shall be entitled in addition to UK public holidays to 25
working days holiday in every calendar year taken at such time or times as may
be agreed between the Executive and the CEO.
8.2 For the holiday year commencing January 1999 the Executive will be
entitled to such proportion of his annual holiday entitlement as is equal to the
proportion of that holiday year during which the Executive is employed by the
Company.
3
<PAGE> 5
8.3 The Executive may with the prior written consent of the company carry
forward any unused part of his holiday entitlement to a subsequent holiday year.
Holidays not taken in any calendar year and not carried forward will be lost.
8.4 The Executive's entitlement to holiday shall accrue pro rata through
each year of the appointment under this Agreement.
8.5 In the event of termination of his employment for whatever reason, the
Executive shall be entitled to pay in lieu of outstanding holiday entitlement.
The Executive will be required to repay the Company any holiday taken in excess
of his actual pro rata entitlement.
9. SICKNESS
9.1 If the Executive shall be absent from duty or otherwise unable fully to
perform his duties under this Agreement due to sickness or injury the Company
shall continue to pay the Executive in respect of such absence such payment to
be inclusive of his entitlement to any statutory sick pay to which the Executive
may be entitled.
9.2 The Executive shall report or cause to be reported any such absence as
soon as possible to the Company and if the Executive is so prevented for seven
or more consecutive days he shall provide a medical practitioner's certificate
on the eighth day and weekly thereafter. Immediately following his return to
work after a period of absence of less than seven days, the Executive shall
complete a self-certification form available from the Company detailing the
reason of his absence when required by the Company furnish the Company with
evidence satisfactory to it of the reasons for any absence from duty sickness
injury or other disability of the Executive.
9.3 If the Executive does not return to or is otherwise unable to perform
his duties under this Agreement for an aggregate of 9 months in any period of 12
consecutive calendar months the Company may terminate the employment of the
Executive under this Agreement forthwith on a date not more that twenty eight
days after the end of the last of such 9 months in which event the Company shall
pay to the Executive a sum equal to 6 months salary from the date of such
termination.
10. PATERNITY LEAVE
Paternity Leave is provided by the Company.
11. TERMINATION
The Company may terminate summarily the employment of the Executive under
this Agreement without payment in lieu of notice:--
11.1 If the Executive shall have committed any serious breach or repeated
or continued (after warning) any material breach of any of the terms of this
Agreement;
11.2 If the Executive shall (whether or not in the course of his
employment) have been guilty of gross misconduct or conduct likely to bring the
business of the Company or any Associated Company into disrepute or of conduct
calculated or likely to prejudice the interests of the Company or any Associated
Company;
11.3 If the Executive shall have committed any act of bankruptcy or made
any composition or entered into any Agreement with his creditors generally;
11.4 If the Executive shall have been convicted of any criminal offence
punishable by a term of imprisonment.
11.5 The Company shall have the right lawfully to terminate this Agreement
with immediate effect by giving notice of such termination and by paying to the
Executive, in lieu of salary and other benefits pursuant to this Agreement, an
amount equal to the basic salary which the Executive would have earned from then
until the first date upon which his employment could, apart from this Clause
11.5, have been lawfully terminated together with a further sum equivalent to
the value of benefits to which the Executive would have been
4
<PAGE> 6
entitled during such period. The Executive has no duty to mitigate severance
benefits by finding alternative employment, nor shall amounts he earns from
other employment be offset against these benefits. Any such payment to the
Executive will be subject to tax and other statutory deductions required from
time to time.
11.6 If this Agreement is terminated by notice given by either party to the
other, whether pursuant to Clause 2.1 or otherwise, or if the Executive wishes
to resign with immediate effect but the Company refuses to accept such
resignation and requires the due period of notice to be given by the Executive,
then:
11.6.1 the Company shall be under no obligation to vest in or
assign to the Executive any powers or duties or to provide work for the
Executive [but the Company may at its discretion provide suitable work
for the Executive to be undertaken at the Executive's home and the
Company may require the Executive to carry out special duties or
projects]; and
11.6.2 the Company may at any time or from time to time during
such notice period deny the Executive access to any premises of the
Company; and
11.6.3 salary and all benefits will not cease to be payable or
available to the Executive by reason only of that exclusion of the
Executive from any premises of the Company until the expiry of such
notice period.
11.7 On the termination of this Agreement for whatever reason the Executive
shall:
11.7.1 comply with the provision of Clause 13.1
11.7.2 immediately deliver to the company or to its order all
books, documents, papers (including copies) plan, prototypes, computer
software materials, keys and other property of or relating to the
business of the Company or its Associates Companies then in his
possession or which are or were last under his power or control.
11.8 The Executive shall not at any time after termination of this
Agreement wrongfully represent himself as being employed by or connected in any
way with the Company or any Associated Company.
12. RESTRICTIONS ON ACTIVITIES DURING EMPLOYMENT
The Executive shall not during the continuance of his employment hereunder
without the written consent of the Company be engaged or interested either
directly or indirectly in any capacity in any other trade business or occupation
whatsoever, provided that this provision shall not prohibit the Executive being
interested as a bona fide investor in any securities of any company listed or
dealt in on The Stock Exchange, the Unlisted Securities Market of The Stock
Exchange or any other recognised securities market provided that such interest
(together with that of his family being his spouse and children under the age of
18) shall not exceed 5% of those securities.
The Company has agreed that this does not preclude the Executive from his
work as an author, lecturer and creative expert, which shall be limited to 15
working days in any twelve calendar month period, unless otherwise agreed by
both parties in writing.
13. CONFIDENTIALITY
13.1 The Executive shall not during the continuance of his employment
hereunder or at any time thereafter use other than for the benefit of the
Company or any Associated Company nominated by the Company or as required by law
disclose or make accessible to any other person firm or company any of the
confidential information trade secrets formulae or methods of doing business of
the Company or any Associated Company or its or their customers and other
business associates. This restriction shall cease to apply to information or
knowledge which may legitimately come into the public domain.
14. INTELLECTUAL PROPERTY
14.1 If the Executive shall while employed by the Company discover or
create any Intellectual Property whether alone or jointly with others which is
connected with or which in any way affects or relates to the
5
<PAGE> 7
business of the Company or of any Associated Company or is capable of being used
or adapted for use therein or in connection therewith she shall forthwith
disclose it to the Company and subject to the rights of the Executive under the
Copyright, Designs and Patents Act 1988 such Intellectual Property shall belong
to and be the absolute property of the Company or such Associated Company as the
Company may nominate.
14.2 The Executive shall be entitled to a non-exclusive right to use, at
all times, such Intellectual Property belonging to the Company pursuant to
Clause 14.1.
14.3 The Executive if and whenever required so to do (whether during or
after the termination of this Agreement) shall at the expense of the Company (or
its nominee) apply or join in applying or assist the Company to apply for
letters patent design registration or other similar protection in the United
Kingdom or any other part of the world for any such Intellectual Property and
execute instruments and do all things necessary for vesting the said letters
patent or other similar protection when obtained and all right title and
interest to and in the same in the Company (or its nominee) absolutely and as
sole beneficial owner or in such other person as may the Company shall require.
14.4 The Executive hereby agrees that neither during the currency of this
Agreement nor subsequently will he do any act or thing which may prejudice the
application for the grant or the validity of any patent design right or other
monopoly right in any Intellectual Property which is the property of the Company
or any Associated Company.
15. CONSEQUENCES OF TERMINATION
UPON the termination of this Agreement howsoever arising:--
15.1 such of the provisions of this Agreement as are expressed to have
effect after termination shall do so but without prejudice to any rights or
remedies of the parties whether accrued or arising on termination; and
15.2 the provisions of Clause 13 and 14 of this Agreement relating to
Confidentiality and Intellectual Property shall bind the Executive's personal
representatives.
16. RESTRICTIONS ON TERMINATION
The Executive covenants with the Company that he will not for the period of
twelve months after ceasing to be employed under this Agreement without the
prior written consent of the Company in connection with the carrying on of any
business in competition with the business of visual content of the Company on
his own behalf or on behalf of any person firm or company directly:
16.1 seek to procure orders from or do business with any person firm or
company who has at any time during the twelve months immediately preceding such
cessation done business with the Company.
Provided that nothing in this Clause shall prohibit the seeking or
procuring of orders or the doing of business not relating or similar to the
business of the Company described above.
17. RECONSTRUCTION OR AMALGAMATION
If before the expiration of this Agreement the employment of the Executive
under this Agreement is terminated by reason of the liquidation of the Company
for the purpose of reconstruction or amalgamation and the Executive shall be
offered employment with any concern or undertaking resulting from such
reconstruction or amalgamation for a period not less than the unexpired term of
this Agreement and on terms and conditions not less favourable than the terms of
this Agreement then the Executive shall have no claim against the Company in
respect of the termination of his employment hereunder by reason of such
liquidation.
18. NOTICES
Any notice to be given hereunder shall be in writing and shall be
sufficiently served if sent or delivered in the case of the Company to its
registered office for the time being and in the case of the Executive to her in
person or to her usual or last known place of residence and may be sent by
prepaid post or delivered by hand
6
<PAGE> 8
and proof of dispatch by one of these methods shall be deemed to be proof of
receipt in the case of notices sent by first class prepaid post within the
United Kingdom forty-eight hours after the time of posting and otherwise in the
normal course of delivery.
No form of notice by electronic means, cable or telex will be acceptable.
19. DISCIPLINARY AND GRIEVANCE PROCEDURES
19.1 The Executive is subject to the Company's disciplinary rules and
disciplinary procedures. These rules and procedures are non-contractual and may
be varied by the Company from time to time.
19.2 If the Executive has any grievance relating to his employment (other
than one relating to a disciplinary decision) he should refer such grievance to
the directors of the Company for resolution.
20. INDEMNIFICATION
To the fullest extent permitted by law and Getty Images' by laws, the
Company shall indemnify the Executive (including advancement of expenses) for
any judgements, fines, amounts paid in settlement and reasonable expenses,
including solicitor's fees, incurred by the Executive in connection with the
defence of any lawsuit or other claim to which he is made party by reason of
being an officer, director, or employee of Getty Images or its associated
companies.
21. PREVIOUS AGREEMENTS
This Agreement supersedes all or any previous contract of service between
the company or any subsidiary or Holding Company and the Executive and any such
contracts shall be deemed to have been terminated by mutual consent as from the
date on which his employment hereunder shall commence.
22. STATUTORY STATEMENT
The information contained herein and in the schedule constitutes a written
statement of the terms of employment of the Executive in compliance with the
provisions of the Act.
23. LAW
This Agreement is governed by and shall be construed in accordance with the
laws of England.
IN WITNESS whereof the Company and the Executive have executed and
delivered this Agreement as a deed on the date first stated above.
7
<PAGE> 9
THE SCHEDULE
In accordance with the Employment Rights Act 1996 the following terms of
the Executive's employment apply on the date of the Agreement to which this is a
schedule.
1. COMMENCEMENT OF EMPLOYMENT
To be agreed.
2. JOB TITLE AND SPECIFICATION
The Executive's job title is Chief Financial Officer.
The Executive's job specification will follow.
3. PRINCIPAL PLACE OF WORK
The Executive's principal place of work is 101 Bayham Street, London, NW1
0AG.
4. DISCIPLINARY PROCEDURE
The Executive has been notified where a copy is available for inspection of
the Company's Disciplinary Procedure which may be updated from time to time by
the Company.
5. GRIEVANCE AND APPEALS PROCEDURE
The Executive has been notified where a copy is available for inspection of
the Company's Grievance Procedure which may be updated from time to time by the
Company.
6. HOLIDAY
The Executive is entitled to 25 working days weeks holidays with pay -- see
Clause 8 of the Agreement. The Executive's entitlement to holiday will accrue
pro rata through each calendar year or part thereof of employment.
On the cessation of employment for whatsoever reason an adjustment shall be
made to the final payment of salary to the Executive by way of additional
payment of salary in respect of holidays accrued if appropriate.
7. REMUNERATION
See Clause 4.
8. HOURS OF WORK
The hours of work will be from 9.15 am to 5.15 pm, Monday to Friday, and
any such hours as may be necessary or required from time to time.
9. SICKNESS OR INJURY
See Clause 9.
8
<PAGE> 10
10. NOTICES
See Clause 18.
<TABLE>
<S> <C>
EXECUTED AND DELIVERED as a
deed by GETTY IMAGES, INC.
acting by
(a director)
and
(a director / secretary)
SIGNED AND DELIVERED as a deed
by the said Christopher J Roling
in the presence of
</TABLE>
9