EXHIBIT 99.2
FOURTEENTH AMENDMENT
AGREEMENT executed as of this 17th day of May, 2004, to be effective
as of January 1, 2005 (the "Effective Date"), between GREY GLOBAL GROUP INC., a
Delaware corporation with principal offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 ("Grey"), and XXXXXX X. XXXXX, residing at 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Xxxxx").
WHEREAS, Xxxxx is employed by Grey as its President, Chairman of the
Board and Chief Executive Officer pursuant to an employment agreement
originally executed effective February 9, 1984 and amended from time to time
thereafter (such employment agreement, as so amended, being hereinafter
referred to as the "Current Agreement").
WHEREAS, the parties desire to amend the Current Agreement in certain
respects, effective as of the Effective Date.
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants herein contained, the parties hereto, intending legally to be bound,
hereby agree as follows:
1. Capitalized Terms. Capitalized terms used herein, unless otherwise
defined herein, shall have the meaning ascribed to such terms in the Current
Agreement.
2. Effectiveness of FOURTEENTH AMENDMENT. The parties agree that this
FOURTEENTH AMENDMENT shall be null and void and of no force and effect
whatsoever if for any reason Xxxxx ceases to be employed by Grey prior to the
Effective Date. In such event, the rights and obligations of the parties shall
be governed by the provisions of the Current Agreement (without regard to this
FOURTEENTH AMENDMENT).
3. Section 1 of the Current Agreement is hereby amended and restated,
effective as of the Effective Date, to read as follows:
1. Employment; Term. For the period beginning on the date hereof and
ending on December 31, 2005 (the "Term"), Grey shall continue to employ
Xxxxx as the President, Chairman of the Board and Chief Executive Officer
("Chief Executive Officer") of Grey with full responsibility for
supervision of all corporate affairs, reporting only to the Board of
Directors of Grey ("Board"), including, without limiting the generality of
the foregoing, the power and authority heretofore exercised by chief
executive officers of Grey.
4. Section 4(a) of the Current Agreement is hereby amended, effective as
of the Effective Date, so that the term "December 2004" is deleted and replaced
by the term "December 2005".
5. Section 4(b) and 4(c) of the Current Agreement are hereby amended,
effective as of the Effective Date, so that each reference to the date
"December 31, 2004" is deleted and replaced by a reference to "December 31,
2005".
6. The first sentence of Section 6 of the Current Agreement is hereby
amended and restated, effective as of the Effective Date, to read as follows:
If, during the Term of this Agreement, Xxxxx should be unable
regularly to perform his duties as required by this Agreement because of
Disability, Grey shall nevertheless pay or credit to him, as the case may
be, in accordance with Grey's prior policies, (A) his full Basic Salary for
the remainder of the Term of this Agreement, (B) a bonus for the year in
which such Disability occurs (equal to the sum of (i) the average of the
previous two annual bonuses awarded to Xxxxx and (ii) the average of the
previous two annual awards allocated to Xxxxx under SMIP), (C) credits to
the Pension Account and the Sub-Account in accordance with Section 4 hereof
for the remainder of the Term of this Agreement and (D) continued health
benefits for the remainder of the Term of this Agreement and such
additional period as provided under Section 23 hereof.
7. The introductory language of subsection 8.1 of the Current Agreement
is hereby amended and restated, effective as of the Effective Date, to read as
follows:
For a period ending on the first anniversary of Xxxxx'x termination
of full-time employment, Xxxxx shall not knowingly, directly or
indirectly, without the prior written consent of Grey:
8. The language "; except as is otherwise provided in subsection 11.1
hereof", contained in subsection 8.1.2 of the Current Agreement, is hereby
deleted as of the Effective Date.
9. Subsection 8.2 of the Current Agreement is hereby amended and
restated, effective as of the Effective Date, to read as follows:
In addition, in order to assure that no current
information can be utilized in any way harmful to Grey or
its clients, for a period ending on the first anniversary of
Xxxxx'x termination of full-time employment, Xxxxx shall
not be employed by, furnish any services to, or act as a
director or advisor to any company whose principal activity
is competitive with Grey or any subsidiary of Grey.
10. Subsection 11.1 of the Current Agreement is hereby amended and
restated, effective as of the Effective Date, to read as follows:
11.1 If, during the Term of this Agreement, (i) Grey
should terminate Xxxxx'x employment as Chief Executive Officer
without Cause or (ii) Xxxxx should elect to terminate his
employment for Good Reason pursuant to Section 10 hereof, then:
(a) Xxxxx'x right to receive any benefits under the
Plans enumerated in subsection 3.2 or any other senior
management
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remuneration or incentive plan implemented by Grey subsequent to the
execution of this Agreement in which Xxxxx becomes a participant shall
immediately vest;
(b) Grey shall pay as liquidated damages to Xxxxx on the fifth day
following the Date of Termination, a lump sum amount equal to the sum of
(1) Xxxxx'x full Basic Salary for the remainder of the Term of this
Agreement and (2) a bonus for the year of such termination (equal to the
sum of (i) the average of the previous two annual discretionary bonuses
awarded to Xxxxx and (ii) the average of the previous two annual awards
allocated to Xxxxx under SMIP), and shall continue to make credits to the
Pension Account and Sub-Account in accordance with Section 4 for the
remainder of the Term of this Agreement; provided however, that in no event
xxxx Xxxxx be required to offset against such payment, or to repay any part
of such payment on account of, any amounts earned by him from other
employment, in whatever capacity, following the Date of Termination;
(c) Grey shall provide the benefits described in Section 23, except
to the extent that such benefits are provided to Xxxxx under subsection
12.2;
(d) In the manner heretofore maintained, Grey shall maintain in full
force and effect, for a period of years as may be requested by Xxxxx, (1)
the life insurance policies referred to in Section 5 and (2) all employee
disability, health and medical insurance plans, medical reimbursement
plans and any other plans of a similar nature (other than life insurance
plans, except as provided in clause (1) above) in which Xxxxx was entitled
to participate immediately prior to Xxxxx'x termination of full-time
employment as Chief Executive Officer, in each case except to the extent
that such benefits are provided to Xxxxx under subsection 12.2 or Section
23; and
(e) In accordance with the terms of the Current Agreement, Grey
shall pay Xxxxx the $3,000,000 referred to in the second sentence of
Section 3.1, on the fifth day following the Date of Termination.
For the purposes of this Agreement, "Date of Termination" shall mean
either the date Grey terminates Xxxxx'x employment as Chief Executive
Officer without Cause or the date that Xxxxx informs Grey by written
notice that he is terminating his employment for Good Reason pursuant to
Section 10 hereof, except as is otherwise provided in Section 15 hereof.
11. The first sentence of subsection 12.1 of the Current Agreement is
hereby amended and restated, effective as of the Effective Date, to read as
follows:
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Upon the termination of Xxxxx'x employment at the end of the Term of
this Agreement (or upon the termination of Xxxxx'x employment prior thereto for
any reason other than his death or for Cause), then for the remainder of
Xxxxx'x life, or such shorter period as may be mutually agreed upon by Xxxxx
and Grey (the "Consulting Period"), Grey shall retain Xxxxx as a Consultant and
Xxxxx shall be available to render such advisory or consulting services
relating to Grey's affairs as Grey may reasonably request from time to time on
at least five (5) days written notice ("Consulting Services").
12. Subsection 12.2 of the Current Agreement is hereby amended and
restated, effective as of the Effective Date, to read as follows:
Xxxxx shall be paid for such Consulting Services at a rate
of $5,000 per month during the first sixty (60) months of
the Consulting Period and at a rate of $1,000 per month
thereafter or such other amount mutually agreed to by Xxxxx
and Grey ("Consulting Salary"), which shall be paid by Grey
each month. In the manner heretofore maintained, Grey shall
also maintain in full force and effect, for the continued
benefit of Xxxxx during the Consulting Period, (1) the life
insurance policies referred to in Section 5 and (2) all
employee disability, health and medical insurance plans,
medical reimbursement plans and any other plans of a similar
nature (other than life insurance plans, except as provided
in clause (1) above) in which Xxxxx was entitled to
participate immediately prior to Xxxxx'x termination of
full-time employment as Chief Executive Officer, in each
case except to the extent such benefits are provided to
Xxxxx under subsection 11.1(d) or Section 23.
13. Section 13 of the Current Agreement is hereby amended and restated,
effective as of the Effective Date, to read as follows:
13. Certain Post-Termination Arrangements.
13.1 For a period of five years following Xxxxx'x termination of
employment (the "Continuation Period"), Grey shall, at its expense, furnish
Xxxxx with:
(a) such office accommodations and dining facilities (at Grey
or elsewhere) as shall be reasonable, necessary and appropriate for
Xxxxx, after taking into account the interests of Grey and its
executive officers;
(b) two secretaries having skill levels comparable to skill
levels of the senior secretaries utilized by Xxxxx immediately prior
to his termination of employment, with salary and benefits comparable
to those of the senior secretaries utilized by Xxxxx
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during his employment hereunder, and office accommodations and
facilities appropriate in relation to Xxxxx'x office accommodations;
(c) a car and a driver comparable to the car and driver
furnished him during his employment as Chief Executive Officer of
Grey, to be used by Xxxxx as he sees fit, and Grey shall pay all the
associated expenses of such car and driver on the same basis as it
paid such expenses during Xxxxx'x employment as Chief Executive
Officer of Grey; and
(d) such other staff assistance and office support services as
shall be reasonably necessary for Xxxxx to satisfactorily pursue his
activities, including the Consulting Services described in Section 12
hereof.
13.2 During the Continuation Period, Grey shall reimburse Xxxxx
for all travel and entertainment expenses in accordance with Grey's policy
applicable to senior executives.
13.3 Within 120 days after commencement of the Continuation
Period, Xxxxx shall have the right to take possession and ownership from
Grey of up to $100,000 worth of furnishings, artwork and the like
contained in his office immediately prior to the Continuation Period (with
furniture valued on the basis of depreciated book value and artwork and
the like being valued on the basis of fair market value).
13.4 During the Continuation Period, Grey will seek Xxxxx'x
suggestions with respect to up to $100,000 of possible charitable
contributions per year, it being understood that Grey shall be under no
obligation to make any suggested or other charitable contributions.
14. Status of Current Agreement. Prior to the Effective Date, the
Current Agreement (without regard to this FOURTEENTH AMENDMENT) shall
remain in full force and effect and shall be unaffected hereby. Provided
this FOURTEENTH AMENDMENT shall not have become null and void (as set
forth in paragraph 2 of this FOURTEENTH AMENDMENT), then from and after
the Effective Date, the Current Agreement (as amended by this FOURTEENTH
AMENDMENT) shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written, to become effective as of the Effective Date
in accordance with the provisions hereof.
GREY GLOBAL GROUP INC.
By: /s/ Xxxxxx X. Xxxxxxx
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/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
