EXHIBIT 10.1
AMENDMENT ("Amendment") to the Agreement ("Agreement") made as of the
11th day of September, 2004, between Grey Global Group, Inc., a Delaware
corporation with principal offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America ("Grey"), WPP Group plc, an English public
limited company with principal offices at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇ ("Parent"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, residing at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America ("Executive").
(1) Paragraph 5 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"5. Deferred Compensation; Supplemental Pension.
Simultaneously with the Effective Time, the Executive shall receive a
payout, in the manner described below, of his compensation deferred pursuant to
the Annex to the Original Agreement (the "Deferred Compensation Agreement") and
his supplemental pension described in his Original Agreement (collectively, the
deferred compensation and supplemental pension shall be referred to herein as
his "Deferred Compensation") (pursuant to which (x) Grey has been required to
credit to a bookkeeping account for the benefit of the Executive (the "Pension
Account"), as of the beginning of each month, an amount equal to $61,716.67
(less any amounts then required to be withheld by New Grey for Medicare or other
taxes unless such amounts are deducted by New Grey from amounts otherwise
payable to the Executive, which amounts shall be so deducted by New Grey to the
extent available) and (y) at the time, or as soon as practicable after, any such
credit has been made to the Pension Account, Grey has been required to transfer
an amount equal to the amount of such credits to a sub-account (the
"Sub-Account") created under a Trust established by Grey pursuant to the Trust
Agreement ("Trust" and "Trust Agreement" shall have the meanings ascribed to
such terms in the Amendment and Extension Agreement dated as of March 22, 1995,
between Grey and the Executive). For illustrative purposes only, the amount of
the payout described in this Section 5 as of June 30, 2004 is set forth in
Schedule 3. The parties agree and acknowledge that, from and after the Effective
Time, New Grey shall not be required to permit any further deferrals under the
Deferred Compensation Agreement nor make any further credits to the Pension
Account (subject to the next sentence of this paragraph) and shall not be
required to transfer any further amounts to the Sub-Account. The Pension Account
and the Sub-Account shall be debited with amounts representing all losses of and
distributions from the Trust attributable to such Sub-Account and shall be
credited with all earnings of and deposits to the Trust attributable to such
Sub-Account. Such payout of Deferred Compensation shall be effected by an
amendment to the Trust terminating the Trust as of the Effective Time, providing
for a transfer to the Executive, in kind, of all assets in the Trust as of the
Effective Time, as soon as practicable thereafter, in satisfaction of all
amounts due him as Deferred Compensation as described above, subject to the
execution by the Executive (i) at the Effective Time of a Receipt and Release
Agreement in the form annexed hereto as Exhibit A releasing HSBC Bank USA, as
Trustee of the Trust (the "Trustee"), Grey, Parent and New Grey for acts and
transactions related to the Trust and its assets during the period from June 30,
2003
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until the Effective Time, and (ii) upon the completion of the transfer of
assets from the Trust to Executive, of a Receipt and Release Agreement in the
form annexed hereto as Exhibit B releasing the Trustee, Grey, Parent and New
Grey for the acts and transactions related to the Trust and its assets during
the period from the Effective Time until the completion of the transfer of
assets from the Trust to Executive. Such amendment will further provide, and it
is hereby agreed, that as of the Effective Time and until title to all assets in
the Trust have been transferred to the Executive, the Executive shall be deemed
the owner of all such assets in the Trust for all purposes, including, but not
limited to income tax purposes, and shall be solely responsible for the payment
of all applicable income and other taxes imposed on such assets.
(2) Except as expressly amended hereby, all of the terms and provisions
of the Agreement shall remain unchanged and continue in full force and effect
and the parties hereto shall be entitled to all of the applicable benefits
thereof and shall be responsible for all of their respective obligations,
thereunder.
(3) This Amendment may be executed in counterparts.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of this 2nd day of March, 2005.
GREY GLOBAL GROUP INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice Chairman
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, the Executive
WPP GROUP PLC
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Group Finance Director
