Exhibit 4.18
DATED 29TH January 2003
CORDIANT COMMUNICATIONS GROUP PLC
XXXXX XXXXXXXXX
APPOINTMENT AGREEMENT
CONTENTS
Page
Parties 3
Agreement 3
1. Definitions and Interpretation 3
2. Appointment 3
3. Duties 3
4. Powers 4
5. Fees 4
6. Expenses 4
7. Review 4
8. Confidentiality 4
9. Other Directorships 5
10. Termination 5
11. Restrictions Following Termination 6
12. Disclosure of Interests 8
13. Notices 8
14. Governing Law and Jurisdiction 9
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APPOINTMENT AGREEMENT
DATE 29TH JANUARY 2003
PARTIES
1. CORDIANT COMMUNICATIONS GROUP PLC (Registered No. 1320869) whose registered
office is at 0-0 Xxxxxxx Xxxxx, Xxxxxx X0 0XX ("Cordiant") and
2. XXXXX XXXXXXXXX of Xxxxxx Xxxxx, 00 Xxxxxx Xxxx Xxxxxx, Xxxxxx xx Xxxxxx,
Xxxxxx KT121EU ("Xx Xxxxxxxxx")
1. Definitions and Interpretation
1.1 In this Agreement, the following words and expressions shall have the
following meanings:-
Board: the board of directors of Cordiant or any committee of such
board duly appointed by it;
Notice: notice in writing served on Cordiant in accordance with Clause
13.
1.2 In this Agreement (unless the context requires otherwise):-
1.2.1 the singular includes a reference to the plural and vice versa;
1.2.2 any reference to a Clause is to a Clause of this Agreement; and
1.2.3 the headings contained in this Agreement are for the purposes of
convenience only and do not form part of and shall not affect
the construction of this Agreement or any part of it.
2. Appointment
Xx Xxxxxxxxx shall be appointed as non-executive Chairman of Cordiant with
effect from 1 March 2003. The appointment will continue thereafter unless
and until terminated by either party giving the other not less than 12
months' notice in writing expiring at any time or otherwise terminated in
accordance with Clause 10. below.
3. Duties
3.1 Xx Xxxxxxxxx shall be subject to the normal legal duties and
responsibilities of a director. As non-executive Chairman, Xx
Xxxxxxxxx shall assist the Board to provide Cordiant with sound
leadership, as well as ensuring high standards of corporate governance
and financial probity and the effectiveness of the management team.
3.2 Xx Xxxxxxxxx shall act as a member of the Remuneration and Audit
Committees and as Chairman of the Risk Management Committee. The
Remuneration Committee generally meets 6 times each year, whilst the
Audit and Risk Management Committees generally meet three times each
year.
3.3 Xx Xxxxxxxxx shall be expected to attend each meeting of the Board and
of any committees to which he is appointed, the Annual General Meeting
and any Extraordinary General Meetings of Cordiant and certain
functions during the year at which many of Cordiant's management will
be present.
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3.4 Xx Xxxxxxxxx shall be expected to devote such time as is reasonably
required to fulfil his duties (as detailed in this Clause 3). The
parties anticipate that these duties will require Xx Xxxxxxxxx'x
commitment for2 days per week on average.
3.5 Cordiant shall procure that appropriate office and secretarial
facilities are made available to Xx Xxxxxxxxx to enable him to perform
his duties under this Agreement
3.6 Cordiant shall provide Xx Xxxxxxxxx with reports on a monthly basis
outlining the current performance of Cordiant and he is welcome to
request further information about any part of Cordiant or to visit any
of Cordiant's operations at any time.
3.7 During his appointment, Xx Xxxxxxxxx shall comply with Cordiant's Code
of Conduct, which incorporates the UK Listing Authority Model Code for
Securities Transactions by Directors of Public Companies.
4. Powers
A schedule of the authorities and powers specifically vested in the Board
and its various committees, and the authorities that have been delegated to
the Chief Executive Officer and his executive colleagues will be sent to Xx
Xxxxxxxxx by the Company Secretary,
5. Fees
5.1 In consideration of the performance by Xx Xxxxxxxxx of his duties as
non-executive Chairman of Cordiant, Cordiant shall pay to Xx Xxxxxxxxx
an annual salary of (pound)200,000 (inclusive of any director's fees)
in equal monthly instalments in arrears (subject to deduction of tax
and national insurance contributions).
5.2 Xx Xxxxxxxxx shall not be entitled to participate in any Cordiant
share, bonus or pension schemes or other benefit in kind arrangements
of Cordiant. Cordiant does, however, currently maintain indemnity
insurance for its directors, details of which are available from the
Company Secretary.
6. Expenses
6.1 Cordiant shall reimburse Xx Xxxxxxxxx in full for all reasonable out
of pocket expenses which he may properly incur in the course of
performing his duties as non-executive Chairman in accordance with
Cordiant's normal procedures.
6.2 Xx Xxxxxxxxx may, with the approval of the Board, be reimbursed for
his legal costs in seeking separate independent legal advice about his
responsibilities as a director of Cordiant, should circumstances arise
in which it becomes necessary for him to do so.
7. Review
Xx Xxxxxxxxx'x contribution and effectiveness will be reviewed with him
annually on behalf of the Board by the senior non-executive director.
8. Confidentiality
8.1 Xx Xxxxxxxxx shall not (except in the proper performance of his duties
hereunder) either during the continuance of his appointment hereunder
or at any time after its termination divulge to any person whomsoever
and shall use his best endeavours to prevent the publication or
disclosure of any trade secret or other confidential information
concerning the business, finances, dealings, transactions or affairs
of Cordiant or any Cordiant company or of any of their respective
customers or clients entrusted to him or arising or coming to his
knowledge during the course of his appointment hereunder or otherwise.
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8.2 Xx Xxxxxxxxx shall upon termination of his appointment hereunder
immediately deliver up to or at the direction of Cordiant all client
lists, correspondence and other documents, papers, computer disks and
other such records and all property belonging to Cordiant or any
Cordiant company which may have been prepared for him or come into his
possession in the course of his appointment hereunder and he shall not
retain any copies thereof.
9. Other Directorships
9.1 Xx Xxxxxxxxx shall not during the continuance of his appointment
hereunder without the prior written consent of the Board (such consent
not to be unreasonably withheld) hold any directorship other than in
connection with the performance of his duties hereunder.
9.2 For the avoidance of doubt, the above Clause 9.1 shall not apply to
directorships held by Xx Xxxxxxxxx as at the date of this Agreement as
listed in Appendix I.
10. Termination
10.1 The appointment will at all times be terminable by either party giving
notice to the other in accordance with Clause 2 above provided that
Cordiant may at its sole discretion elect to terminate the contract
immediately in consideration of the payment by Cordiant to Xx
Xxxxxxxxx within seven days of the date of termination of a sum
amounting to such proportion of the basic salary payable hereunder for
the period of notice (or part thereof) which would otherwise have been
served in accordance with the provisions of this sub-paragraph subject
to the deduction of tax and national insurance;
10.2 The appointment shall terminate automatically upon Xx Xxxxxxxxx
vacating office under the Articles of Association of Cordiant or upon
Xx Xxxxxxxxx not being re-elected as a director when submitted for
re-election
10.3 This Agreement shall be subject to termination:-
10.3.1 by Cordiant by summary notice in writing and without payment
of any kind in lieu of notice or otherwise:-
10.3.1.1 if Xx Xxxxxxxxx shall become of unsound mind or be
or become a patient for the purpose of any statute
relating to mental health;
10.3.1.2 if Xx Xxxxxxxxx shall at any time be prevented by
illness or accident from performing his duties for
a period of 6 consecutive months or if he shall be
absent from his duties by reason of illness or
accident for more than 180 working days in any
consecutive twelve months except where such
incapacity arises out of the performance of his
duties hereunder;
10.3.1.3 if Xx Xxxxxxxxx shall have committed any serious
breach or repeated or continued (after warning)
any material breach of his obligations hereunder
or shall have committed any act tending to bring
himself or Cordiant any Cordiant company into
disrepute or shall have been declared bankrupt or
compounded with his creditors generally;
10.3.1.4 if Xx Xxxxxxxxx shall be or become prohibited by
law from being a director of a company;
10.3.1.5 if for any reason Xx Xxxxxxxxx shall otherwise
than at the request of the Cordiant resign as a
director of Cordiant;
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10.4 The termination by Cordiant of this Agreement shall be without
prejudice to any claims which Cordiant may have for damages arising
from any breach thereof by Xx Xxxxxxxxx giving rise to such
termination.
10.5 In the event that this Agreement is terminated by Cordiant without
giving due notice or making payment in lieu with the result that Xx
Xxxxxxxxx makes any claim for damages for breach of contract then
Cordiant may (at its option and without such action being taken as any
admission of liability on the part of Cordiant) elect to make monthly
payments on account of damages to Xx Xxxxxxxxx and PROVIDED THAT such
payments are made and Xx Xxxxxxxxx is not in a worse financial
position on such monthly basis than if his appointment hereunder had
not been terminated then Xx Xxxxxxxxx may not institute or prosecute
any proceedings for damages for breach of contract against Cordiant.
10.6 If a disciplinary matter arises involving Xx Xxxxxxxxx, he may be
suspended on such terms and conditions as the Board may reasonably
determine provided that his salary shall not be reduced or withheld.
11. Restrictions following Termination
11.1 Xx Xxxxxxxxx acknowledges that the goodwill of Cordiant lies primarily
in its dealings and relationships with the clients by which it is
retained and for which it works and without prejudice to the
generality of the foregoing in particular in the relationships
established between its clients and its employees. Xx Xxxxxxxxx
further acknowledges that the relationship between Cordiant and its
clients is one of absolute confidence and trust which Xx Xxxxxxxxx
agrees to respect since Xx Xxxxxxxxx is likely to obtain in the course
of his appointment hereunder confidential information relating to
clients of Cordiant or any Cordiant company including (but without
limitation) corporate and business plans, projections, financial
details and projections, information relating to products or services
and planned projects or services, marketing and advertising plans and
in addition information regarding the servicing of clients' needs and
the supply by Cordiant of services to them including (but without
limitation) details regarding fee levels and commission charges and
structures. Cordiant expects Xx Xxxxxxxxx to use good business
judgement, high ethical standards and common honesty in all his
business dealings with Cordiant and any Cordiant company and with any
client of Cordiant or any Cordiant company at all times during the
course of his appointment hereunder and following the termination
(howsoever arising) of such appointment. Xx Xxxxxxxxx agrees that he
will not at any time after the termination of his appointment
hereunder (howsoever arising) either personally or by his agent or
otherwise directly or indirectly:-
11.1.1 represent himself as being in any way connected with or
interested in the business of Cordiant or any Cordiant
company;
11.1.2 use or communicate or divulge or discuss with any person,
firm or company any confidential information (as set out
above) relating to the affairs or business of Cordiant or
any Cordiant company or any of their respective clients
prepared, compiled or generated by him or coming into his
possession or made available to him in the course of or as a
consequence of his appointment hereunder except to the
extent that such information is properly already within the
public domain save as a result of a breach by Xx Xxxxxxxxx
of the terms of this Agreement;
11.1.3 communicate to any person, concern, undertaking, firm or
body corporate anything which is intended to or which will
or may damage the reputation or good standing of Cordiant or
any Cordiant company.
11.2 Xx Xxxxxxxxx further agrees that he will not (in each case whether
directly or indirectly and whether for his own account or in
partnership with another or others either as principal or as servant,
agent, consultant or officer of another):-
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11.2.1 during the period of twelve calendar months following the
termination of his appointment hereunder (howsoever caused)
deal with, seek employment or engagement with, be employed
or engaged by or engage in business with or be in any way
interested in or connected with any business which competes
with any business carried on by Cordiant or any Cordiant
company as at the date of termination of this Agreement in
which Xx Xxxxxxxxx was involved on behalf of Cordiant at any
time within the 12 months immediately preceding the date of
termination of this Agreement or, where Xx Xxxxxxxxx is
required not to perform duties pursuant to Clause 3.2, at
any time in the 12 months preceding the date when he is
notified of that requirement;
11.2.2 during the period of twelve calendar months following the
termination of his appointment hereunder (howsoever
caused):-
11.2.2.1 seek employment with;
11.2.2.2 be employed or engaged by;
11.2.2.3 represent;
11.2.2.4 deal with in an advisory or service supplying
capacity;
11.2.2.5 supply services the same as or similar to those
supplied by Cordiant or any Cordiant Company to;
11.2.2.6 engage in or undertake any advertising or related
business for any Client (as defined below) with whom he has
had personal dealings or on or for whose account or business
he has worked or had responsibility during the period of
twelve months prior to the termination of this Agreement (or
where he is not required to perform duties pursuant to
Clause 3.2, at any time in the 12 months preceding the date
when he is notified of that requirement) in relation to a
product or service which is the same as or similar to a
project or service of the Client with or for which Xx
Xxxxxxxxx has had such dealings or responsibility during
such period;
11.2.3 during the period of twelve calendar months following the
termination of his appointment hereunder (howsoever caused)
canvass, solicit, interfere with or in any other way
endeavour to win or attract away from Cordiant or any
Cordiant Company all or part of the business of any Client
(as defined below) for the purposes of providing to that
Client services which are the same or similar to those which
he has been involved in providing to that Client at any time
in the 12 months preceding the termination of this Agreement
or where he is not required to perform duties pursuant to
Clause 3.2, at any time in the 12 months preceding the date
when he is notified of that requirement;
For the purposes of this Clause 13 the word "Client" shall
mean any person, firm or company who is or was a customer or
client of or by or for whom Cordiant or any Cordiant Company
is or was retained or engaged or carries or carried out any
work or for all or part of whose business Cordiant or any
Cordiant Company made a presentation (or other similar
offering of services) in each case at any time within the
period of twelve calendar months prior to the termination of
Xx Xxxxxxxxx'x appointment hereunder;
11.2.4 during the period of twelve calendar months following the
termination aforesaid either on his own account or for any
other person, firm or company solicit the services of or
endeavour to entice away from Cordiant or any Cordiant
company any director, or senior or managerial employee or
consultant who is employed or engaged by Cordiant or any
Cordiant company who is known personally to him (whether or
not such person would
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commit any breach of his contract of employment or
engagement by reason of leaving the service of such company)
nor shall Xx Xxxxxxxxx knowingly employ or aid or assist in
or procure the employment of any other person, firm or
company of any such person;
11.2.5 during the period of twelve calendar months following the
termination aforesaid interfere or seek to interfere with
contractual or other trade relations between Cordiant or any
Cordiant company and any of its or their suppliers.
11.3 While the restrictions aforesaid are considered by the parties to be
reasonable in all the circumstances it is agreed that if any of such
restriction shall taken alone or together be adjudged to go beyond
what is reasonable in all the circumstances for the protection of the
legitimate interests of Cordiant or any Cordiant company but would be
adjudged reasonable if part of the wording thereof were deleted the
said restrictions shall apply with such words deleted.
11.4 Xx Xxxxxxxxx hereby agrees that he will at the request and cost of
Cordiant enter into a direct agreement or undertaking with any
Cordiant company whereby he will accept restrictions and provisions
corresponding to the restrictions and provisions herein contained (or
such of them as may be appropriate in the circumstances) in relation
to such services and such area and for such period as such company or
companies may reasonably require for the protection of its or their
legitimate interests.
11.5 Xx Xxxxxxxxx agrees that having regard to the facts and matters
aforesaid the restrictive covenants herein contained are reasonable
and necessary for the protection of the legitimate interests of
Cordiant and the Cordiant companies and Xx Xxxxxxxxx agrees that
having regard to those circumstances those covenants do not work
harshly on him.
11.6 The restrictions contained in each sub-clause of Clause 11.2 shall be
construed as separate and individual restrictions and shall each be
capable of being severed without prejudice to the other restrictions
or to the remaining provisions.
11.7 Xx Xxxxxxxxx shall not knowingly at any time make any untrue statement
in relation to Cordiant or any Cordiant company and in particular
shall not after the termination of his appointment hereunder
wrongfully represent himself as being employed by or connected with
Cordiant or any Cordiant company.
12. Disclosure of Interests
Xx Xxxxxxxxx shall notify the Company Secretary of those of his interests
and the interests of his family of which he and Cordiant need to be aware
in order to avoid any conflict of interests and in order to comply with
statutory requirements. Any questions regarding this disclosure should be
directed to the Company Secretary.
13. Notices
13.1 Any notice to be served in connection with this Agreement and any
notice or other correspondence under or in connection with this
Agreement shall be delivered (by hand, by registered mail or by
facsimile), in the case of Cordiant, to its registered office for the
time being, and in Xx Xxxxxxxxx'x case, to the address given in this
Agreement (or as otherwise notified by Xx Xxxxxxxxx in writing to
Cordiant from time to time).
13.2 Any such notice shall be deemed to have been served, in the case of
delivery by hand, on the first business day following delivery, in the
case of service by mail, on the third business day after the day on
which it was posted or in the case of facsimile transmission, on the
day it is transmitted provided that if that day is not a business day,
on the first business day following transmission of the notice.
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13.3 In this Clause, "business day" means any day other than Saturday,
Sunday or any other day which is a public holiday in the place or to
which the notice or correspondence is left or despatched.
14. Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with the
laws of England.
The Parties submit to the exclusive jurisdiction of the English Courts as
regards any claim, dispute or matter arising out of or relating to this
Agreement.
Executed as a Deed by )
CORDIANT COMMUNICATIONS GROUP PLC )
Acting by Xxxxxxx Xxxxx ) /s/ Xxxxxxx Xxxxx
And Xxxxxx Xxxxxxxx ) /s/ Xxxxxx Xxxxxxxx
Signed as a Deed by )
XXXXX XXXXXXXXX ) /s/ Xxxxx Xxxxxxxxx
In the presence of: )
[illegible]
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APPENDIX I
List of Directorships
London Stock Exchange plc
Uniq plc
Reliance Security Group plc
Xxxxxx Xxxxx Investment Limited
10
30 May 2003
CORDIANT
Xx Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx
00 Xxxxxx Xxxx Xxxxxx
Xxxxxx xx Xxxxxx
Xxxxxx
KTI2 1EU
Dear Nigel,
Your Appointment Agreement with Cordiant Communications Group Plc (the
"Company")
We are writing to confirm the amendments to the terms of your appointment
agreement with Cordiant Communications Group Plc that we have discussed. The
economic effect of the changes will be backdated so as to take effect from 1
March 2003. They amend your Appointment Agreement dated 29 January 2003 (the
"Appointment Agreement") and are as follows:
1. If you are required to carry out your duties under your Appointment
Agreement in excess of 2 days per week on average during any month then you
will be entitled to be paid at a daily rate of (pound)2,000 (subject to
deductions of tax and national insurance contributions) for each additional
day that you carry out duties for the Company during that period.
2. The payments due to you under paragraph 1 above may, at your discretion, be
paid into a personal pension scheme nominated in writing by you to the
Company Secretary (subject to applicable Inland Revenue and statutory
limits).
3. Any sums due to you under paragraph 1 above will be paid to you, or at your
discretion to the pension scheme you have nominated under paragraph 2, no
later than the penultimate working day of the month immediately following
the month to which the payment relates provided that the number of
additional days worked by you during the period has been agreed in writing
between you and the Company and if not then as soon as possible after such
agreement is reached.
4. Any sums due to you under paragraph 1 above that relate to the period from
1 March 2003 to 31 May 2003 Will be paid to you within five working days of
the date of this Agreement provided that the number of additional days
worked by you during the period has been agreed in writing between you and
the Company and if not then as soon as possible after such agreement is
reached.
We would be grateful if you could sign the enclosed copy of this letter and
return it to the Company Secretary at the address shown above indicating your
agreement to be bound by the terms of the Appointment Agreement as amended by
the terms of this letter. For the avoidance of doubt you agree that where this
letter contradicts the terms of the Appointment Agreement the terms of this
letter shall prevail and that otherwise the Appointment Agreement remains in
full force and effect.
AS WITNESS this supplemental agreement has been signed by the parties hereto the
day and year first before written.
Executed for and on behalf of ) /s/ Xxxxxx Xxxxxxxx
Cordiant Communications Group plc ) /s/ Xxxxxx Xxxxxx
acting by Xxxxxx Xxxxxxxx )
And Xxxxxx Xxxxxx )
Signed as a Deed by )
XXXXX XXXXXXXXX ) /s/ Xxxxx Xxxxxxxxx
In the presence of: ) /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
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