EXHIBIT 10.30
EMPLOYMENT AGREEMENT AMENDMENT
This AMENDMENT to the Employment Agreement dated as of April 16,
1998 between True North Communications Inc., a Delaware corporation (the
"Company"), and Xxxxx X. Xxxxx (the "Executive") is entered into as of March
1, 2001.
WHEREAS, the Company and the Executive have entered into the
above-referenced Employment Agreement pursuant to which the Executive
currently serves the Company as its Executive Vice President, and the Company
and the Executive desire to amend the Employment Agreement as set forth below.
NOW, THEREFORE, it is agreed that the Employment Agreement is hereby
amended, effective as of March 1, 2001, by replacing Subsection 5(c) with the
following Subsection 5(c):
"(c) TERMINATION AFTER A CHANGE IN CONTROL. If the
Executive incurs a Qualifying Termination (other than a Qualifying
Termination due to death or Disability) within two years of the occurrence of
a "Change in Control" under and as defined in the Company's Asset Protection
Plan (or a similar replacement plan providing severance benefits to Company
employees after a change in control), then, if mutually agreed upon between
the Executive and the Company, the benefits payable to the Executive pursuant
to Section 5(b)(ii) above upon such Qualifying Termination, if any, shall be
reduced to the extent necessary to maximize the total after-tax benefit to
the Executive, after taking into account all applicable local, state, and
federal income and excise taxes, including any applicable excise tax imposed
under Section 4999 of the Internal Revenue Code of 1986, as amended."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the 12th day of March, 2001, to be effective as of March 1, 2001.
TRUE NORTH COMMUNICATIONS INC.
By: /s/Xxxxx X. Xxxx
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Xxxxx X. Xxxx,
Chairman and Chief Executive Officer
By: /s/Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx,
Chairman of the Compensation Committee
of the Board of Directors
EXECUTIVE
/s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx