Exhibit 10.14
July 30, 1997
True North Communications Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Ladies and Gentlemen:
Reference is made to the Employment Agreement dated as of December 31,
1996, between True North Communications Inc. (the "Company") and the
undersigned, which together with the letter dated June 19, 1997, from Xxxx
Xxxxxxxx to Xxxx Xxxxx Xxxx (a copy of which is attached) constitutes the
Employment Agreement.
As a member of the Board of Directors, I am familiar with the proposed
Agreement and Plan of Merger among the Company, one of its subsidiaries and
Bozell, Jacobs, Xxxxxx & Xxxxxxxx, Inc. ("BJK&E") to be entered into as of the
date hereof (the "Merger Agreement"). For purposes of this letter, the
"Contemplated Changes" mean (i) the Merger expressly described in the Merger
Agreement and (ii) the board governance, management arrangements and corporate
structure expressly described in the Merger Agreement; provided, however, that
the plan of succession referred to in Section 5.16 of the Merger Agreement shall
not be included in the definition of Contemplated Changes. This will confirm
that, for so long as each of the individuals identified in Section 5.16 hold the
positions referred to therein, I waive my right to assert that the Contemplated
Changes would allow me to effect a Qualifying Termination by reason of an event
described in Section 4(a)(iv)(1)(ii) or (v) of the Employment Agreement or would
allow me to effect a Qualifying Termination for purposes of Section 5(d) of the
Employment Agreement or the Company's Asset Protection Plan. I expressly reserve
all rights to assert that termination following any events which may occur
subsequent to Effective Time (as described in the Merger Agreement) (including
the implementation of such plan of succession) may allow me to effect a
Qualifying Termination under the provisions referenced above, or any other
applicable provision of the Employment Agreement. It is also agreed that, for
purposes of Section 5(d) of the Employment Agreement, the Merger constitutes a
Change in Control and that the Contemplated Changes constitute events described
in Section 4(a)(iv)(1)(v) of the Employment Agreement and if I terminate my
employment after any of the individuals identified in Section 5.16 of the Merger
Agreement no longer hold the positions referred to therein, such termination
will be due to the occurrence without my consent of events described in Section
4(a)(iv)(1)(v) of the Employment Agreement.
I further consent to your sharing this with BJK&E and to making whatever
disclosure about this letter which may be compelled by your obligations under
the federal securities laws or other applicable laws and regulations.
Very truly yours,
/s/ J. Xxxxxxx Xxxx
J. Xxxxxxx Xxxx
Attachment
Agreed and Acknowledged
True North Communications Inc.
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
-------------------------------------
Xxxxxxxx X. Xxxxxxxxxx
Executive Vice President
and General Counsel
[LOGO]
TRUE NORTH COMMUNICATIONS INC,
000 XXXX XXXX XXXXXX, XXXXXXX, XXXXXXXX 00000-0000, XXX PHONE 000 000 0000
FAX 000 000 0000
XXXX X. XXXXXXXX
VICE PRESIDENT
CORPORATE HUMAN RESOURCES
June 19, 1997
VIA FEDERAL EXPRESS
-------------------
Xx. Xxxx Xxxxx Xxxx
Xxxxxxxx & Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Xxxx:
Attached for your files is a copy of the executed Employment Agreement for
Xxxxxxx Xxxx. I have provided Brendan with his own original and a second signed
original is on file in Chicago.
Per your letter of May 5, this letter confirms our mutual understanding of the
following two points:
1. At the end of the term of the Agreement, Brendan will be entitled to
the benefits payable under the Directors Part-Time Employment
Agreement, with all age and service requirements deemed to be satisfied
and with the benefit calculated at 45% of final average annual
compensation, assuming 30 years of credited service.
2. The non-competition and non-solicitation restrictions provided for in
Section 7 of the Agreement will apply during the Full-Time Employment
Period and Severance Period provided that Brendan is being paid the
compensation to which he is entitled.
I think this wraps up the last of the details. Let me know if you need anything
else.
Regards,
/s/ Xxxx Xxxxxxxx
PS:Vgo
Attachment
cc: X. Xxxx
