WPP Group plc
Exhibit 4.8
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INCENTIVE PLAN
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J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Company
2001-2003 LongTerm Incentive Plan:
Participant Guide [Arrow Logo appears here]
The Long Term Incentive Plan ((LTIP)) is an important part of your remuneration,
so you need to fully understand how it works and its value to you. This booklet
describes the detail of the Plan.
The LTIP has the following objectives:
. Incentivise our executives to achieve outstanding long-term financial
performance.
. Provide our executives with an opportunity to participate directly in the
profitable growth of J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
. Reinforce the importance of the goals which are established as part of the J.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ three-year strategic business plan.
. Provide the opportunity to increase our executives' ownership of WPP Group
stock.
. Ensure that our executives have the opportunity to earn competitive total
remuneration.
Please note:
This booklet is for eligible executives working in those companies
that are members of the J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ group of companies.
Overview
The Long Term Incentive Plan (LTIP) rewards executives for exceptional financial
performance against J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ three-year business plan. The plan pays
rewards in the form of cash and WPP Group restricted stock. Plan terms beginning
with capitals are defined in the glossary.
Key facts
. Three-year plan. The LTIP is a three-year rolling plan - this means each year
a new three-year plan begins. Under the LTIP, Performance Shares are awarded
to members. Their value is defined by the financial performance of J. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ over a three-year period.
. Performance Shares. Each year, you receive a fixed number of Performance
Shares based largely on your role and past contribution. Each share has a
target value of $100. The size of your grant defines your LTIP earnings
opportunity.
. Payouts based on financial performance. For each three-year plan, LTIP
financial performance targets are set that define how the Performance Shares
will be valued.
. Payouts in cash and restricted stock. Your LTIP payout is made half in cash
and half in WPP Group restricted stock which vests over two years (50% each
year).
. Taxation. At the time of writing, it is our understanding that there are no
taxes payable at the time you receive your LTIP Performance Share grant. Your
tax liability occurs at the time you receive the cash portion of your LTIP
payout and when your restricted stock vests.
. If you leave J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Generally, if you take another position
within the WPP Group, retire, become disabled or die, you keep a pro-rated
portion of your LTIP Performance Shares. Otherwise, if you leave J. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, you forfeit all Performance Shares and non-vested restricted stock.
LTIP: timeline
Year 1 Year 4 Year 5 Year 6
x x x x
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Performance Period
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x x
Performance LTIP Payout Date:
Shares granted
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Half as cash
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Half as WPP Group
x 50% vest x 50% vest
restricted stock
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Plan details
Rolling three-year plan
The LTIP is a rolling three-year plan. This means that J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
announces a new plan every year that pays out after the third year providing
performance targets are met. So, starting with your fourth year as a
participant, you may receive an annual LTIP payout based on performance over the
prior three-year Performance Period, as shown below.
Payout Schedule
[GRAPH APPEARS HERE]
Payouts based on J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ profitability
For each three-year plan, J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ sets targets that determine how
performance will be measured. These targets are based on two measures:
. J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ average Operating Profit as defined in the glossary.
. J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ average Operating Profit Margin as defined in the
glossary.
We measure results over a three-year period so that the LTIP rewards long-term
performance. The size of your payout depends on J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ performance
over that period.
Grant based on your role and contribution
At the start of each three-year plan, you will receive a grant of Performance
Shares that defines your individual stake in the plan. Grants are made in
January each year.
The size of your grant is based on your ability to influence the profitable
growth of J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, your current performance and your potential to
contribute to the firm's long-term success. LTIP grants are discretionary and
there is no guarantee that you will receive a grant every year. Your should be
aware that Performance Shares do not constitute equity ownership in J. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ or WPP Group.
Performance Shares
The terms of each award of Performance Shares are described to you in an annual
letter from the Chief Executive of J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, which sets out the
financial performance targets which will determine the value of each award of
Performance Shares.
Each Performance Share has a target value of $100 at the time of grant. This
establishes what each Performance Share will be worth to you if J. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ meets its three-year financial performance targets. The ultimate value
of each share can range from $0 to $150 depending on actual performance against
targets, as shown below.
Value of 1 Performance Share
[GRAPH APPEARS HERE]
For example, if you were granted 500 Performance Shares, your target LTIP award
for that three-year plan would be $50,000 ($100 x 500).
Your actual payout could range from $0 to $75,000 ($50,000 x 150%), depending on
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ three-year performance against targets.
At the end of each three-year plan, J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ completes a valuation to
assign the value of a Performance Share.
Payments in cash and restricted stock
LTIP payouts are usually made in March of each year, following the Valuation
Date in January. At this time, your Performance Shares will be `cashed in' as
follows:
. 50% cash.
. 50% as WPP Group restricted stock, half of which vests (i.e. you earn the
right to keep) one year from the Payout Date, and half vests two years from
the Payout Date. During this restriction period, the stock is held in a trust
and dividends will be automatically reinvested in WPP Group stock on your
behalf.
When your restricted stock vests, you will have all the rights of stock
ownership, including the right to sell.
Taxation
In terms of paying tax on your LTIP payouts, J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ understanding
of UK and US current tax law is that:
. There are no taxes payable when you receive your LTIP grant (i.e. at the
beginning of the three-year Performance Period).
. The cash portion of your LTIP payout is taxable in the year you receive it.
. Your restricted stock becomes taxable as it vests. This means that for a given
grant, 50% of your restricted stock would be taxable one year from the Payout
Date, and the remaining 50% would be taxable two years from the Payout Date.
This situation is subject to change and you should consult your own accountant
or qualified financial advisor. You are responsible for paying all taxes that
arise from your LTIP payouts.
If you change jobs or leave J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
If you move to a new job within J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, you keep your Performance
Shares and receive an LTIP payout at the end of the three-year plan. As with any
LTIP grant, any new Performance Shares you receive under later plans will depend
on your contribution and role.
If you transfer to another WPP Group company, your LTIP payout will be pro-rated
to reflect your service to the date you left J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. You will
receive this pro-rated payout at the end of the three-year LTIP cycle, at the
same time as other Plan members.
If you retire (and J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ considers this to be a Qualifying
Retirement), your LTIP payout will be pro-rated to reflect your service to the
date you left J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. You will receive this pro-rated payout at the
end of the three-year LTIP cycle, at the same time as other Plan members.
If you become disabled or die, you or your estate will receive a pro-rated LTIP
payout reflecting your service to the date of your disability or death. You or
your estate will receive this pro-rated payout at the end of the three-year LTIP
cycle, at the same time as other Plan members.
If you leave J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for any other reason prior to payout, including
dismissal by J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, all outstanding Performance Shares and any
unvested WPP Group restricted stock will be forfeited.
Your questions answered
How often will I receive a grant of Performance Shares?
We expect to make a grant each year during the life of the LTIP. However, all
grants are discretionary and we do not guarantee you will receive a new grant
each year.
Am I at financial risk by being a participant of the LTIP?
No. The LTIP does not require you to make a personal financial investment,
therefore you will not lose money. However, the value of your Performance Shares
is variable, as is the market value of WPP Group stock.
Does the LTIP include any performance measures linked to WPP Group results?
The performance measures are based solely on J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ performance.
However, since your LTIP payout includes WPP Group restricted stock, the
ultimate value of your payout is also influenced by the value of WPP Group
stock.
Do J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ performance targets remain unchanged for the three-year
plan cycle, or can they change midway through?
Once the targets are set at the start of the LTIP cycle, they do not change.
Keep in mind that the Plan measures results over a three-year period, which is
designed to balance ups and downs in performance from year to year.
The valuation of your Performance Shares is driven solely by financial
performance against the targets established at the start of the three-year LTIP
cycle.
What if I take on a broader leadership role - will my number of Performance
Shares increase?
The number of Performance Shares you receive under each LTIP is fixed. However,
keep in mind that new LTIP grants are made each year, the size of which reflects
your role and contribution at that time.
What are my choices after my restricted stock vests?
When your WPP Group restricted stock vests, the WPP Group plan administrator
will send you a form to complete that gives you three choices:
1. You can sell enough of your stock to cover the required income tax
withholding, and receive a certificate for the remaining stock.
2. You can send J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the payment to cover the required tax
withholding, in which case you will receive certificates for the full amount
of your stock.
3. You can sell all of your stock and receive cash less any amount required to
cover income tax withholding.
Once you have your WPP Group stock, you are free to hold or sell them.
For more answers please contact:
▇▇▇ ▇▇▇▇▇▇▇▇ (1 212 210 7397) or
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, WPP Worldwide
Compensation and Benefits Director
(+44 20 7318 ▇▇▇▇/▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇)
Glossary of terms
Grant Date
Performance Shares are granted effective 1 January of any year. The Grant Date
is the first day of the three-year performance period of the LTIP.
Operating Profit
Revenue less operating costs, including annual and long-term incentives. This
excludes foreign exchange losses and gains, interest income and expense, loss or
gain on sale of fixed assets, cash discounts and miscellaneous income/expense
and goodwill. In addition excess capital expenditure over the approved WPP
capital budget will be deducted to arrive at operating profit.
Operating Profit Margin
This is defined using the average operating profit over the three-year plan
period. Margin percentage calculations will be rounded to one decimal place.
This will be calculated as operating profit divided by gross revenue.
Payout Date
Following the Valuation Date, usually in March each year.
Performance Period
A three-year period beginning on the Grant Date (1 January each year).
Performance Share
A unit of value which is granted to LTIP members. Performance Shares do not
constitute an equity interest in J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the WPP Group.
Qualifying Retirement
You are able to receive a benefit under a J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-sponsored
retirement plan and/or the company confirms in writing that you are considered
retired.
Valuation Date
The 1 January which is three years after each Grant Date.
WPP Group restricted stock
WPP Group ordinary shares which are held in trust on your behalf. You do not
have ownership rights to the stock until the end of the restriction period, when
the restricted stock vests. 50% of your stock is subject to a restriction period
of one year after the Valuation Date, and 50% of your stock is subject to a
restriction period of two years.
