EXHIBIT 10.20
EMPLOYMENT AGREEMENT AMENDMENT
This AMENDMENT to the Employment Agreement dated as of January 1, 2000
between True North Communications Inc., a Delaware corporation (the "Company"),
and Xxxxx X. Xxxx (the "Executive") is entered into as of March 1, 2001.
WHEREAS, the Company and the Executive have entered into the
above-referenced Employment Agreement pursuant to which the Executive currently
serves the Company as its Chairman and Chief Executive Officer, and the Company
and the Executive desire to amend the Employment Agreement as set forth below.
NOW, THEREFORE, it is agreed that the Employment Agreement is hereby
amended by adding the following new Subsection 6(c):
"(c) TERMINATION AFTER A CHANGE IN CONTROL. If the Executive
incurs a Qualifying Termination (other than a Qualifying Termination due to
death or Disability) within two years of the occurrence of a "Change in Control"
under and as defined in the Company's Asset Protection Plan (or a similar
replacement plan providing severance benefits to Company employees after a
change in control), then, if mutually agreed upon between the Executive and the
Company, the benefits payable to the Executive pursuant to Section 6(b)(ii)
above upon such Qualifying Termination, if any, shall be reduced to the extent
necessary to maximize the total after-tax benefit to the Executive, after taking
into account all applicable local, state, and federal income and excise taxes,
including any applicable excise tax imposed under Section 4999 of the Internal
Revenue Code of 1986, as amended."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the 12th day of March, 2001, to be effective as of March 1, 2001.
TRUE NORTH COMMUNICATIONS INC.
By: /s/Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx,
Chairman of the Compensation Committee
of the Board of Directors
EXECUTIVE
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
