EXHIBIT 10.27
AMENDMENT
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This AMENDMENT to the Employment Agreement (undated) between Xxxxxx X. Xxxx
(the "Executive") and True North Communications Inc. ("True North") is entered
into between the parties effective March 1, 1999.
W I T N E S S E T H
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WHEREAS, the Company and the Executive have entered into the above-
referenced Employment Agreement (the "Agreement"), pursuant to which the
Executive currently serves as President of Xxxxx, Cone & Xxxxxxx Worldwide,
LLC., a subsidiary of the Company, and as a director of the Company; and
WHEREAS, the parties desire to amend the Agreement as set forth below.
NOW, THEREFORE, it is agreed that the Agreement is hereby amended,
effective March 1, 1999, in the following respects:
1. Position and Duties. The words "FCB Chicago" shall be replaced by the words
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"Xxxxx, Cone & Xxxxxxx Worldwide, LLC." in the first sentence of Section 2
of the Agreement.
2. Base Compensation. Section 3(a) of the Agreement is amended to reflect the
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Executive's current annual base salary of $525,000.
3. Non-competition; Non-solicitation. Section 7(a) of the Agreement is deleted
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in its entirety and replaced with the following Section 7(a):
"(a) Covenant Not to Compete. Except with the prior written consent of the
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Board, during the Full-Time Employment Period and any Severance Period:
(i) the Executive shall not engage in any activities, whether as
employer, proprietor, partner, stockholder (other than the holder
of less than 5% of the stock of a corporation the securities of
which are traded on a national securities exchange or in the
over-the-counter market), director, officer, employee or
otherwise, in competition with (1) the businesses conducted at
the date hereof by True North and its subsidiaries (the `True
North Group') or (2) any business in which the True North Group
is substantially engaged at any time during the Executive's
employment with the Company;
(ii) the Executive shall not solicit, directly or indirectly, any
customer, client or other business relationship of the businesses
conducted by the True North Group as of the date hereof or of any
business in
which the True North Group is substantially engaged at any time
during the Full-Time Employment Period; and
(iii) the Executive shall not induce or attempt to persuade any
employee of the True North Group to terminate the employee's
employment relationship with the True North Group."
4. Non-disparagement. Section 8 of the Agreement is deleted in its entirety
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and replaced with the following Section 8:
"8. Non-disparagement; Cooperation. (a) The Executive shall not, at any time
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during his employment with the Company or thereafter, make any public or
private statement to the news media, to any True North Group competitor or
client, or to any other individual or entity, if such statement would
disparage any of the True North Group, any of their respective businesses or
any director or officer of any of them or such businesses or would have a
deleterious effect upon the interests of any of such businesses or the
stockholders or other owners of any of them; provided, however, that the
Executive shall not be in breach of this restriction if such statements
consist solely of (i) private statements made to any officers, directors or
employees of any of the True North Group by the Executive in the course of
carrying out his duties pursuant to this Agreement or, to the extent
applicable, his duties as a director or officer, or (ii) private statements
made to persons other than clients or competitors of any of the True North
Group (or their representatives) or members of the press or the financial
community that do not have a material adverse effect upon any of the True
North Group; and provided further that nothing contained in this Section
8(a) or in any other provision of this Agreement shall preclude the
Executive from making any statement in good faith that is required by law,
regulation or order of any court or regulatory commission, department or
agency.
(b) The Company shall not, at any time during the Executive's
employment with the Company or thereafter, authorize any person to make, nor
shall the Company condone the making of, any statement, publicly or
privately, which would disparage the Executive; provided, however, that the
Company shall not be in breach of this restriction if such statements
consist solely of (i) private statements made to any officers, directors or
employees of the True North Group or (ii) private statements made to persons
other than clients or competitors of any of the True North Group (or their
representatives) or members of the press or the financial community that do
not have a material adverse effect upon the Executive; and provided further
that nothing contained in this Section 8(b) or in any other provision of
this Agreement shall preclude any officer, director, employee, agent or
other representative of any of the True North Group from making any
statement in good faith which is required by any law, regulation or order of
any court or regulatory commission, department or agency."
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the _________ day of March, 1999.
XXXXX, CONE & XXXXXXX WORLDWIDE, LLC.
By:_____________________________________
J. Xxxxxxx Xxxx,
Chairman and Chief Executive Officer
TRUE NORTH COMMUNICATIONS INC.
By:_____________________________________
Xxxxx Xxxxx,
Chief Executive Officer
By:____________________________________
Xxxxxxx X. Xxxxx,
Chairman of the Compensation Committee
of the Board of Directors
EXECUTIVE
_______________________________________
Xxxxxx X. Xxxx
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