Exhibit 4.21
CORDIANT COMMUNICATIONS GROUP
Employment Contract
Between
Cordiant Communications Group plc
000-000 Xxxxxxxxxx Xxxxxxx
Xxxxxx X0 0XX
XX
("the Company")
and
Xx Xxxxx X. Xxxxxxxx
xxxxxxxxxx 000
00000 Xxxxxxx
XXXXXXX
("the Executive")
For the avoidance of doubt, this contract is separate from, and in addition to,
any employment contract in place from time to time between the Executive and
Xxxxxx & Friends GmbH in respect of the Executive's position as managing
director of Xxxxxx & Friends GmbH.
Effective as of 1 January 2000, the employment relationship between the Company
and the Executive shall be newly regulated on the following terms:
1. Appointment
The Executive will continue to be an executive director of Cordiant
Communications Group plc.
2. Duties
The Executive is subject to the normal legal duties and responsibilities of
a director. He will 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 the Company.
The Executive will be provided with reports on a monthly basis outlining
the current performance of the Company and is welcome to request further
information about the Group at any time.
During his appointment, the Executive will comply with the Company's Code
of Conduct, which incorporates the Stock Exchange Model Code for Securities
Transactions by Directors of Public Companies.
3. 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 managing director and his executive colleagues has been provided
separately to the Executive by the Company Secretary.
4. Fees
The Company will pay the Executive an annual director's fee of
(pound)30,000 in monthly instalments in arrears (subject to deduction of
tax and national insurance contributions).
Cordiant Communications Group plc
000-000 Xxxxxxxxxx Xxxxxxx, Xxxxxx X0 0XX, Xxxxxxx. Tel: 000 0000 0000
Fax: 000 0000 0000
Registered Number 1320869 England.
5. Expenses
The Company will reimburse the Executive in full for all reasonable
out-of-pocket expenses which he may properly incur in the course of
performing his duties as an executive director in accordance with the
Company's normal procedures.
6. Conflict of Interest
During the appointment, the Executive will not without the prior written
consent of the Board hold any other directorship other than in connection
with the performance of his duties hereunder or under any employment
contract with Xxxxxx & Friends GmbH.
7. Termination
The Executive's appointment will at all times be terminable on twelve
months' notice in writing from either party or on his removal from office
under the Articles of Association.
The appointment will terminate automatically upon:
(a) the Executive vacating office under Article 103 of the Articles of
Association; or
(b) the Executive being removed from office as a director by any resolution
duly proposed and passed by the members of the Company.
On termination of the appointment, for whatever reason, the Executive will
not be entitled to any Compensation for loss of office.
Executed as a Deed by )
Cordiant Communications Group plc )
acting by [illegible] ) /s/ [illegible]
)
and Xxxxxx Xxxxxxxx ) /s/ Xxxxxx Xxxxxxxx
Signed as a Deed by the said Xxxxx M )
Xxxxxxxx in the presence of:- )
[illegible] ) /s/ Xxxxx Xxxxxxxx 03/06/2000
03/06/00
