Erik Engstrom
Exhibit 4.7
Xxxx Xxxxxxxx
1-3 Strand
London
WC2N 5JR
3 December 2013
Dear Xxxx,
Proposed changes to your service agreement
We refer to your service agreement with Xxxx Elsevier Group plc (the Company) dated 14 March 2011 (the Service Agreement). This letter records the amendments to the Service Agreement that have been agreed between you and the Company.
Clause 18.3 shall be amended to read as follows:
“18.3 The Company may also terminate the Employment by giving summary notice in writing to the Employee if (a) the Employee is unable properly and effectively to perform his duties under this Agreement by reason of ill health, accident or other similar cause for a period or periods aggregating not less than 180 days in any period of 12 consecutive calendar months or (b) the Employee is suffering from mental disorder and satisfies one of the relevant conditions specified in paragraph (c) of Article 80 of the Company’s Articles of Association causing the ipso facto vacation of his directorship, but in each case only to the extent that such event constitutes a “disability” within the meaning of Section 409A of the Internal Revenue Code and such termination constitutes a Separation from Service, in which case the Employee will be entitled to be paid by way of compensation for termination of employment a sum equal to 12 months’ salary at the rate in force at the time such notice is given, payable in 12 equal monthly instalments following the Termination Date, plus any unpaid bonus then due to the Employee for any completed prior year of service and payment of all amounts in the Retirement Account. In addition the Employee will be entitled to be credited with 12 months service under the Plan. Any payment due to the Employee under this clause 18.3 shall be paid in accordance with the provisions of clause 20(d). Vesting with respect to unvested options and shares shall be governed by the terms of the relevant plan. “
Clause 20(g) shall be amended so that the word “Amendment” shall be deleted and replaced with the word “Agreement”.
The remaining terms of the Service Agreement shall be unaffected by these changes.
Please indicate your acceptance of this amendment by signing and returning the attached copy of this letter to Xxxx Xxxx as soon as possible. The change shall be immediately effective from the date of your signature.
Xxxx Elsevier | 0-0 Xxxxxx | Telephone x00 (0)00 0000 0000 | Registered Office 0-0 Xxxxxx, Xxxxxx XX0X 0XX |
If you have any questions, please contact Xxxx Xxxx.
Yours sincerely,
/s/ Xx Xxxxxxxx Xxxxxx
Chairman of the Remuneration Committee
For and on behalf of Xxxx Elsevier Group plc
I, Xxxx Xxxxxxxx, agree that my Service Agreement shall be varied by the revised terms set out in this letter with immediate effect.
/s/ Xxxx Xxxxxxxx
Xxxx Elsevier | 0-0 Xxxxxx | Telephone x00 (0)00 0000 0000 | Registered Office 0-0 Xxxxxx, Xxxxxx XX0X 0XX |
