EXHIBIT 4.19
TRANSLATION FROM THE ORIGINAL FRENCH
EMPLOYMENT CONTRACT
BETWEEN:
- Havas, a French societe anonyme, with registered offices at 0, Xxxxx xx
Xxxxxxxxx, Xxxxxxxx (92281), registered under the unique identification
number 335 480 265 in the Nanterre Trade Register, represented by Xxxxxxxx
XXXX, Chief Executive Officer;
PARTY OF THE FIRST PART;
AND:
- Herve PHILIPPE,
residing at 00, xxx Xxxxxxx, Xxxxxx (92170)
PARTY OF THE SECOND PART;
NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
Article 1: Engagement
HAVAS hereby hires Herve PHILIPPE as executive manager, with the coefficient
600, for an indefinite term beginning November 28, 2005.
Article 2: Duties and Responsibilities
Herve PHILIPPE is hired by HAVAS to fill the position of Group Chief Financial
Officer.
In this position, he will be responsible for the finance and accounting division
of the group and will also be responsible for establishing the individual
financial statements of Xxxxx XX, the consolidated financial statements and,
more generally, the group's financial information for the market authorities and
the public.
In addition, he will direct the cash and tax departments, organize the group's
internal audit and control and, in particular, ensure that the group complies
with legal obligations in this area (particularly the Sarbanes Oxley Act and the
Financial Security law).
He will also be responsible for the group's financial communications.
Herve PHILIPPE will perform his duties under the authority of the Chief
Executive Officer of HAVAS. At the request of the CEO, Herve PHILIPPE will
present his work and results to the Board of Directors or will prepare the
report to be presented to the Board by the Chief Executive Officer.
Article 3: Work Schedule
Given the nature and magnitude of his duties and the level of his
responsibilities, which require great independence in the organization and
management of his time to fulfill his mission, the autonomy
which he enjoys means that Herve PHILIPPE is classified as an executive manager
and is not subject to the legal rules governing the number of hours worked.
Therefore, Herve PHILIPPE is not one of the employees affected by the provisions
governing the reduction of the work week in force in the company.
He shall receive a fixed compensation in consideration for the performance of
his duties, with no connection between the amount of his compensation and the
time spent.
Article 4: Exclusivity and loyalty
Herve PHILIPPE will devote the most diligent efforts to the performance of the
various duties for which he is responsible under this employment contract.
The importance of the duties entrusted to him implies that Herve PHILIPPE shall
devote himself to those duties exclusively, continuously and full-time.
Herve PHILIPPE agrees not to perform, during the term of this contract,
professional activities which could compete with those of the company, either
directly or through an agent. He is prohibited from acquiring an interest in any
way, either directly or indirectly, in any company with operations that might
compete in whole or in part with that of the company.
He agrees not to hold, during the term of this contract and without the prior
consent of HAVAS, any stake or have any interest, directly or indirectly in any
enterprise which could compete or have professional relations with the company,
with the exception of the purchase of securities of companies traded on a
regulated market, as long as the percentage held does not exceed 2%, and not to
sign any agreement or receive any compensation from any of these companies.
Herve PHILIPPE may retain the positions he holds as a director on the Boards of
Directors of Harvest, Sifraba and Xxxx Xxx and as a member of the Supervisory
Board of NRJ Group. He may receive directors' fees for these positions, if any.
Article 5: Compensation
Herve PHILIPPE shall receive a compensation composed of a gross monthly fixed
salary and a bonus based on objectives.
Fixed salary and financial consideration for the non-compete clause:
The gross monthly fixed salary of Herve PHILIPPE shall be equal to 16,500 euros,
paid over 12 months, which represents a gross annual fixed salary of 198,000
euros for a full year of operations.
Herve PHILIPPE shall also be paid monthly, for the duration of the employment
contract, a gross sum of 3500 euros, which is an annual gross sum of 42,000
euros representing the financial consideration for the non-compete clause set
forth in Article 9.1 hereinafter.
Bonus on objectives:
In addition to his fixed salary, Herve PHILIPPE shall receive a bonus on the
basis of qualitative and quantitative objectives that will be set in the first
quarter of every year by HAVAS.
The amount of the bonus for Herve PHILIPPE shall be based on the degree to which
the objectives set have been met. An incentive grid shall set the precise amount
of Herve PHILIPPE's bonus based on the level of achievement of the "target"
objective.
It is agreed that the gross amount of his bonus shall be capped at 60% of his
gross annual fixed salary.
Stock options:
Herve PHILIPPE will be eligible for the stock option program set up by HAVAS
under the same terms and conditions as the members of the Executive Committee.
Article 6: Expenses and special benefit
Herve PHILIPPE shall be reimbursed for the expenses incurred in the performance
of his duties, with supporting documents, and up to a total maximum amount that
will be set every year by HAVAS.
Herve PHILIPPE shall be reimbursed for his travel costs incurred in the
performance of his duties, upon presentation of supporting documents.
Herve PHILIPPE shall receive a Peugeot or Citroen company car (the model and
class of which shall be equivalent to the model and class of vehicles for
executive managers at the same level in the Havas group). HAVAS shall pay for
the operating and maintenance costs of this vehicle, including insurance.
Article 7: Geographic mobility
The attachment location is the Paris region. It is expressly agreed that Herve
PHILIPPE will conduct frequent trips abroad in the performance of his duties.
Article 8: Confidentiality and Works
8.1 Confidentiality
Herve PHILIPPE recognizes that the information of any kind concerning the
commercial practices, systems, plans and strategies of the HAVAS company and the
HAVAS subsidiaries and divisions which he has and will have established,
received or acquired as an employee of HAVAS are unique and important assets of
these companies.
Therefore, during and after the end of this contract, Herve PHILIPPE is
prohibited from disclosing this information or knowledge or these documents to
any individual or legal entity.
8.2 Works
Works means any intellectual work, any method, process, program, idea, drawing,
model, diagram, research, study, data, strategy, improvement or update, whatever
the completion, which Herve PHILIPPE designs, completes, creates or produces, in
whole or in part, alone or with others, in the framework of his duties during
the performance of his employment contract.
Herve PHILIPPE recognizes and accepts that his compensation under his employment
contract takes into account the permanent transmission or assignment to HAVAS,
as they are earned, of all his rights arising or to arise from ownership and
operation of any present or future Work (hereinafter the "Rights").
As needed, it is specified that the Rights include in particular the rights for
the use, reproduction, publication, adaptation, modification, translation,
arrangement, transformation, representation and operation of the Works, for all
uses and all purposes, in any and all forms, on all media by all means, present
or future, known and unknown on this date.
Herve PHILIPPE waives the use of his name on or in the Works.
The parties agree that the assignment of the Rights is made, effective in all
locations and for the entire duration of the legal protection of the Works for
the author, his heirs or assignees or representatives under the terms of French
and foreign legislation and the applicable international conventions which are
or shall be in force, including any extensions to the protection period.
The provisions of this Article 8.2 shall not apply to any right that may not be
transferred under the applicable legislation.
Article 9: Non-compete and non-hiring clause
9.1 Non-compete
Herve PHILIPPE recognizes that the activity that he is developing within the
Company gives him broad access to technical expertise and commercial practices
and, more generally, to a great deal of confidential information concerning the
Company, its group and their clients.
Herve PHILIPPE recognizes that all this confidential information is one of the
Company's primary assets. Therefore, the Company has a legitimate interest in
the insertion of a non-compete clause in this employment contract.
Therefore, Herve PHILIPPE is prohibited, in the event of the termination of this
contract at the initiative of either of the parties, for any reason, as an
essential and determinant condition of this contract, from exercising, directly
or indirectly, identical or similar duties on behalf of a company or a group of
companies performing activities that compete or could compete with the company
and the companies of its groups, both on his own behalf and on behalf of an
employer, directly or indirectly, or on behalf of a company or another legal
entity in which he would perform executive duties or in which he would have a
stake, or for which he would perform a service.
Term
This clause is valid for two (2) years beginning as of the effective end of
Herve PHILIPPE's duties and extends to the French territory.
Financial consideration
o In the event of a termination of the employment contract within two years of
its signature: Herve PHILIPPE will receive, in such a case, after the effective
cessation of his employment contract, a special indemnity in addition to the
indemnity received pursuant to the Article "Compensation" above, so that the
amount of the consideration for this non-compete obligation is at least equal to
50% of the fixed gross annual salary received by Herve PHILIPPE during the last
twelve (12) months preceding the date of his departure from the Company for any
reason (resignation, dismissal). The Company may release Herve PHILIPPE , who
accepts, from the non-compete commitment by registered letter with return
receipt within 15 days following the notice of the termination of the employment
contract by either of the parties. The Company shall then be released from the
payment of the additional indemnity described above.
o In the event of a termination of the employment contract beyond two years of
its signature: In this case, the Parties agree that the compensation for the
non-compete obligation is met by the monthly payment of (euro)3,500 (three
thousand five hundred euros) gross as described in the Article "Compensation"
above.
9.2 Non-hiring
At the expiration of this contract and for a period of twenty-four months from
the date of his effective departure from HAVAS, Herve PHILIPPE undertakes not to
solicit, induce, try to hire, or employ, directly or indirectly, any managing
employee who is employed by HAVAS at the expiration of this contract or who has
been employed in the six months prior to that date.
This clause shall apply to all companies that are part of the HAVAS Group in
which Herve PHILIPPE has effectively performed his activities under his
employment contract and/or a detachment and/or a temporary assignment.
Article 10: Information Obligation
Herve PHILIPPE hereby undertakes to inform any future employer of his
obligations not to hire and his confidentiality obligations.
Article 11: Termination of the employment contract
Except in cases of misconduct or serious fault, this contract may be terminated
by either party only with three months notice, which begins on the date of the
first notice by mail of a registered letter unequivocally stating the decision
to terminate the employment contract.
Article 12: General provisions
- Herve PHILIPPE agrees to comply with the general conditions for the
performance of the work and the provisions of the internal rules
applicable in the HAVAS company, to inform the HAVAS Company as soon as
possible of any change after he is hired in his civil status, family
situation or address.
- Herve PHILIPPE acknowledges that he has received a copy of the Code of
Ethics of the HAVAS company and agrees to comply in full with all
provisions thereof. He recognizes that failure to comply with this Code
constitutes misconduct.
- Herve PHILIPPE formally declares that he is free of any commitment,
including any non-compete/non-hiring commitment, and is free to enter into
this agreement.
- Herve PHILIPPE shall be eligible for the pension plan for managers and the
mutual and insurance plan with which HAVAS is or will be affiliated. A
description of the benefits currently granted has been remitted to Herve
PHILIPPE.
- Paid vacation days are granted pursuant to legal and contractual
provisions.
- This contract is governed by French law, particularly the Labor Code, and
by the provisions of the Collective Bargaining Agreement for Advertising
currently applied within our company.
Executed in Suresnes
November 28, 2005
In two originals
/s/ Xxxxxxxx Xxxx /s/ Herve Philippe
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Xxxxxxxx XXXX Herve PHILIPPE
