Exhibit 10.16
EMPLOYMENT AGREEMENT
AGREEMENT dated as of the 1st day of April, 1993 by and between BOZELL
WORLDWIDE, INC., a New York corporation, with its principal place of business at
00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (hereinafter the "Agency") and XXXXXX
XXXXXXX, residing at 0 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (hereinafter
the "Executive").
W I T N E S S E T H:
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1. The Agency hereby agrees to continue the employment of the Executive,
and the Executive hereby agrees to continue to render his exclusive services to
the Agency during the term of this Agreement and to continue to render his
services well and faithfully and to the best of his ability. The Executive shall
devote his full time and attention to the services to be rendered by him
hereunder.
2. The Executive shall continue to serve as an Executive Vice President of
the Agency and as the Profit Center Manager of the New York office of the
Agency. The Executive shall continue to perform such functions as are
customarily performed by an Executive Vice President and Profit Center Manager
and such other functions as may from time to time be designated by the Board of
Directors of the Agency not inconsistent with the office of Executive Vice
President and of a Profit Center Manager.
3. The term of this Agreement shall commence as of April 1, 1993 and shall
continue indefinitely thereafter unless and until terminated by either party
upon not less than twelve (12) months prior written notice to the other, unless
terminated for Cause, as hereinafter defined, in which event the Agency may
terminate the Agreement without notice. Notwithstanding the foregoing, the
Agency shall not have the right to terminate this Agreement (unless the
termination is for Cause) during the three-year period immediately following the
Effective Time (as such term is defined in Section 1.2 of the Agreement and Plan
of Merger among True North Communications Inc., Cherokee Acquisition Corporation
and Bozell, Jacobs, Xxxxxx & Xxxxxxxx, Inc.).
4. As full compensation for his services hereunder, the Agency agrees to
pay the Executive, and Executive agrees to accept, the following:
a. a salary (the "Salary") computed at the annual rate of Five
Hundred Thousand Dollars ($500,000) per year throughout the Term, payable
in such installments as salaries are paid to other executive personnel of
the Agency.
On April 1, 1997 and on each anniversary during the Term of this
Agreement (the "Adjustment Date"), the Executive's Salary shall be adjusted
upward based upon the Consumer Price Index for All Urban Consumer/United
States City Average, as published by the Bureau of Labor Statistics of the
United States Department of Labor (the "CPI"). The Executive's Salary for
the twelve (12) months beginning on each Adjustment Date shall be equal to
the greater of (a) $500,000 or (b) $500,000 multiplied by a fraction, the
numerator of which shall be the CPI published most recently prior to the
Adjustment Date, and the denominator of which shall be the CPI published
most recently prior to April 1, 1996. In no event, however, shall the
Salary for any such twelve (12) month
period exceed one hundred and six percent (106%) of the salary payable in
the previous twelve (12) month period.
b. The Executive shall be entitled to reimbursement of authorized
business expenses incurred in connection with the performance of his duties
in accordance with the Agency's standard policy with regard thereto.
c. It is acknowledged that the performance of the Executive's duties
hereunder will necessitate considerable client entertainment, and the
Agency agrees to pay for the Executive's membership fees and dues at a
country club in the Metropolitan New York area, up to a maximum of Six
Thousand Dollars ($6,000.00) per year.
d. The Agency will make available to the Executive an automobile
suitable and appropriate for use by executives within the Agency similarly
situated to the Executive, should the Executive so elect. Such automobile
shall be leased by the Agency, the monthly rental charges of which shall be
the sole responsibility of the Executive, which monthly charges will be
deducted from the Executive's salary payments. The Agency shall be
responsible for the insurance of the automobile, but all costs of
maintaining the automobile shall be the responsibility of the Executive.
Upon the termination of the Executive's employment for any reason, the
Executive's liability for subsequent rental charges and maintenance
expenses shall cease upon delivery of the automobile to the Agency. The
Executive, however, may request that the lease of the automobile thus made
available to him at the time of such termination be transferred and
assigned to him, which request the Agency agrees to honor so long as the
lessor of such automobile consents thereto in writing and releases the
Agency from any subsequent obligation or liability under such lease. Any
such request by the Executive shall be in writing and shall be delivered to
the Agency within ten (10) days after such termination of employment.
e. The Executive shall be entitled to life insurance, medical
insurance, vacation benefits, Profit-Sharing Plan participation, Management
Incentive Program participation, Executive Wealth Accumulation Plan
participation, and other fringe benefits in accordance with the Agency's
standard policy affecting senior Agency executives. With regard to term
life insurance protection, however, the amount of coverage to be provided
to the Executive shall be the amount provided pursuant to the Agency's
standard group life insurance program or the sum of Five Hundred Thousand
Dollars ($500,000.00), whichever is higher.
5. "Cause", as used herein, is hereby defined as gross insubordination
continuing after written warning, unless cured within ten (10) days after the
Executive's receipt of such written warning, the repeated failure or refusal to
perform the duties of the Executive's position (not caused by the Executive's
disability), continuing after written warning unless similarly cured, the
performance of willful and intentional acts which reflect unfavorably on the
reputation of the Agency or dishonesty affecting the Agency.
6. In consideration of the Executive's employment and continued employment
by the Agency, the Executive agrees that while in the employ of the Agency and
for a period of one (1) year subsequent to the termination of his employment,
whether such termination occurs prior to, simultaneously with or after the
expiration of the Term, (the period from the commencement of employment through
the one (1) year period subsequent to termination of employment being the "Non-
Competition Period") the Executive will not directly or indirectly, either on
his own behalf or on behalf of any
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other person, firm or corporation, solicit any account which is a client of the
Agency at any time within one year prior to the date of such termination.
The Executive further covenants and agrees that during the Non-Competition
Period he will not, directly or indirectly, perform any services relating to
advertising, public relations, marketing or research for any such account,
either on his own behalf or on behalf of any advertising agency, public
relations consultant, or similar organization representing any such account.
The Executive further covenants and agrees that within the Non-Competition
Period he will not, directly or indirectly, employ or attempt to employ or
assist anyone else to employ any person who is at such time or who was at any
time within the six (6) month period immediately prior to such time, in the
employ of the Agency.
Accounts which are or were clients of the Agency, as used herein, are
hereby defined as advertising or public relations accounts which are principally
represented by the office of the Agency at which the Executive is principally
employed.
The Executive also agrees that he will not at any time (whether before or
after the termination of his employment with the Agency) disclose to anyone any
confidential information or trade secrets of the Agency or of any client of the
Agency, or utilize such confidential information or trade secrets for his own
benefit or the benefit of third parties. All records, memoranda, notes and
other documents compiled by him or made available to him during his employment
concerning the business of the Agency or the business of any of its clients
shall be and remain the property of the Agency, and shall be delivered to the
Agency upon the termination of the Executive's employment or any time prior
thereto upon request.
In the event of any breach by the Executive of any of the covenants
hereinabove contained, it is specifically understood and agreed that the Agency
shall be entitled, in addition to any other remedies which it may have, to
equitable relief by way of injunction or otherwise.
7. Any notices by either party to the other hereunder shall be in writing
and shall be sufficient if personally delivered or sent by certified or
registered mail, return receipt requested, to the party to whom it is to be
given at the following address, or at such other address as either party shall
subsequently designate by written notice. Such notice shall be deemed given
when personally delivered or, if mailed as hereinabove referred to, five (5)
days after such mailing.
If to the Agency: Bozell, Jacobs, Xxxxxx & Xxxxxxxx, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxx Xxxxxx
With a Copy to: Xxxxxxx X. Xxxxxx, Esq.
Loeb and Loeb
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Executive: Xxxxxx Xxxxxxx
0 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
With a Copy to: Xxxxxxx X. Xxxxxxx, Esq.
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Xxxxxx, Xxxxxxx & Xxxxxxxx, P.C.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
8. The obligations and rights of the Executive shall inure to the benefit
of and shall be binding upon himself and his personal representatives, and the
obligations and rights of the Agency shall inure to the benefit of and shall be
binding upon it and its successors and assigns.
9. This Agreement constitutes the complete understanding between the
parties with respect to the employment of the Executives hereunder, and no
statement, representation, warranty or covenant has been made by either party
with respect thereto except as expressly set forth herein. This Agreement may
not be altered, modified, amended or terminated except by written instrument
signed by each of the parties hereto.
10. If any covenant or other provision of this Agreement is declared to be
invalid, unlawful, or incapable of being enforced, by reason of any rule of law
or public policy, all other conditions and provisions of this Agreement which
can be given effect without the valid, unlawful or unenforceable provision,
shall be given effect.
11. This Agreement supersedes any and all other agreements which may be in
effect between the parties providing for the Executive's employment by the
Agency.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first set forth above.
BOZELL, JACOBS, XXXXXX &
XXXXXXXX, INC.
By: /s/ Xxx-Xxxxxx Xxxxxxxxx
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Chairman of the Board
/s/ Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
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