EXHIBIT 4.21
TRANSLATION FROM THE ORIGINAL SPANISH
NOVATION OF CLAUSE 6.3 OF THE SENIOR-MANAGEMENT EMPLOYMENT
AGREEMENT, SIGNED BY AND BETWEEN MEDIA PLANNING GROUP, S.A. AND
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ON JANUARY 20, 2001
In Barcelona, on December 19, 2005
WHEREAS
Party of the first part:
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, of legal age, with ID 46.219.948-E, agent of MEDIA PLANNING
GROUP, S.A., a Spanish company with domicile in Barcelona, C/ ▇▇. ▇▇▇▇▇▇▇, 17.
Hereinafter this party shall also be called COMPANY.
Party of the second part:
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, of legal age, with domicile in Barcelona, calle ▇▇▇ ▇▇▇▇▇▇▇
de Anzizu, 59, holder of national identification document number 36210822-J,
acting on his own behalf and interest. Hereinafter he shall be called MANAGER.
REPRESENT
I. That both parties have signed a special Senior-Management employment
agreement dated January 20, 2001 (hereinafter the AGREEMENT).
II. That in virtue of such agreement, and given the special position of trust of
the office held by ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, it was agreed in Clause 6.3, as one of
the causes of indemnified termination of the AGREEMENT at Senior Management
levels, that MANAGER may terminate the agreement when, for whatever reason, the
Chairman & CEO of Havas Advertising, S.A., Mr. Alain de Pouzilhac, ceased
providing his services to Havas Advertising, S.A.
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III. That on June 21, 2005, Mr. Alain de Pouzilhac, Chairman & CEO of Havas
Advertising, S.A., ceased providing services to Havas Advertising, S.A.,
fulfilling on that date the condition agreed in the aforementioned Clause 6.3 to
terminate with indemnification the MANAGER's senior-management agreement.
IV. That, notwithstanding the aforesaid, and keeping in mind the current and
past circumstances of the company, for exceptional reasons, both parties agree
that the six-month term to be calculated from the effective departure of Mr.
Alain de Pouzilhac should be extended, wherefore both parties have agreed to
novate the content of Clause 6.3 of the Senior-Management agreement dated
January 20, 2001.
V. That this novation shall only affect the content of Clause 6.3 of the
AGREEMENT, insofar as extending the term for MANAGER to be able to terminate his
employment agreement with a right to the indemnification agreed in Clause 6.1 of
the AGREEMENT. Pursuant to the aforesaid, the effectiveness of the remaining
conditions stipulated in the aforementioned AGREEMENT is retained.
VI. That this novation to the senior-management agreement signed by the Parties
on January 20, 2001 has been considered and approved in advance by (i) the
▇▇▇▇▇, ▇.▇. Compensation Committee; and (ii) by the Board of Directors of Media
Planning Group S.A., through a board resolution dated December 19, 2005.
Now, therefore, both parties freely agree to novate Clause 6.3 of the AGREEMENT,
pursuant to the following
CLAUSES
FIRST. That the content of Clause 6.3 of the Senior-Management Agreement signed
by and between the Parties on January 20, 2001 is amended, and now reads
pursuant to the following terms:
"Clause 6.3
Manager may likewise terminate the agreement with a right to the
indemnification agreed in Clause 6.1 when, for any reason, the current
Chairman & CEO of Havas Advertising, S.A., Mr. Alain de Pouzilhac, ceases
to perform his services at Havas Advertising, S.A., provided that such
termination
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occurs within the eighteen months following the aforementioned removal,
severance or executive termination of the functions of Chairman & CEO."
SECOND. That inasmuch as the effective severance of Mr. Alain de Pouzilhac took
place on June 21, 2005, the Senior Manager shall have a period of up to December
21, 2006, inclusive, to be able to exercise termination of his agreement
pursuant to Clause 6.3 of the new wording given thereto by this novation
agreement.
THIRD. That this novation amending the employment agreement shall take effect on
the date this agreement is signed, and it shall affect only the novated clause,
the remainder of the content of the aforementioned agreement remaining
unchanged.
And in witness whereof, this document is signed in duplicate copies at the place
and on the date indicated in the heading.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Signed Signed
MEDIA PLANNING GROUP, S.A. MANAGER
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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