0001169232-05-003361 Sample Contracts

THIS IS AN ENGLISH TRANSLATION OF THE ORIGINAL FRENCH DOCUMENT. AMENDMENT TO MR. JACQUES HERAIL’S INDEFINITE-TERM EMPLOYMENT CONTRACT BY AND BETWEEN:
Employment Agreement • June 28th, 2005 • Havas • Services-advertising agencies

HAVAS, a French corporation (Société Anonyme), located at 2 allée de Longchamp (92150) Suresnes, registered with the Nanterre Trade and Companies Registry, under number B 335 480 265, duly represented by Mr. Alain de Pouzilhac, in his capacity as CEO (“Président”),

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THIS IS AN ENGLISH TRANSLATION OF THE ORIGINAL FRENCH DOCUMENT. AMENDMENT TO MR. ALAIN CAYZAC’S INDEFINITE-TERM EMPLOYMENT CONTRACT
Employment Agreement • June 28th, 2005 • Havas • Services-advertising agencies

BY AND BETWEEN : HAVAS, a French corporation (Société Anonyme), located at 2 allée de Longchamp (92150) Suresnes, registered with the Nanterre Trade and Companies Registry, under number B 335 480 265, duly represented by Mr. Alain de Pouzilhac, in his capacity as CEO (“Président”), (hereinafter the “Company”) PARTY OF THE FIRST PART, AND Mr. Alain Cayzac, a French national, residing at 4 avenue du Docteur Roux – Garches (92320), PARTY OF THE SECOND PART. WHEREAS: Mr. Alain Cayzac was hired as the CEO France (Directeur Général France) on May 13, 1992 by EUROCOM, whose interests have been succeeded to by the Company. At that time, he was granted seniority going back to October 1, 1972. Articles 12 and 13 of his employment contract were amended on October 29, 1997. Under Article 8 of his employment contract, Mr. Alain Cayzac is bound by a non-compete obligation, for no consideration, upon his effective departure from the Company. In order to bring the employment contract into compliance w

THIS IS AN ENGLISH TRANSLATION OF THE ORIGINAL FRENCH DOCUMENT. AMENDMENT TO MR. JACQUES SEGUELA’S INDEFINITE-TERM EMPLOYMENT CONTRACT BY AND BETWEEN :
Employment Agreement • June 28th, 2005 • Havas • Services-advertising agencies

HAVAS, a French corporation (Société Anonyme), located at 2 allée de Longchamp (92150) Suresnes, registered with the Nanterre Trade and Companies Registry, under number B 335 480 265, duly represented by Mr. Alain de Pouzilhac, in his capacity as CEO (“Président”),

EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2005 • Havas • Services-advertising agencies • New York

EMPLOYMENT AGREEMENT made as of October __, 2004, by and between Euro RSCG Worldwide, Inc., (the “Company”), and James Heekin (the “Executive”).

Contract
Employment Agreement • June 28th, 2005 • Havas • Services-advertising agencies

EXHIBIT 4.12 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made as of the 13th day of April, 2005, by and between Arnold Worldwide Partners, LLC, a Delaware limited liability company (the “Company”), and Edward Eskandarian (the “Executive”). WHEREAS, the Executive entered into an employment agreement, dated as of February 1, 2003 (the “Original Employment Agreement”), with the Company, pursuant to which the Company employed the Executive as Chief Executive Officer; WHEREAS, the Company and the Executive desire to amend the Original Employment Agreement as set forth herein; NOW THEREFORE, in consideration of the mutual premises and covenants contained in this Amendment and for other good and valuable consideration, the parties agree as follows: 1. Section 1. Section 1 of the Original Employment Agreement is amended as follows:

Prudential Center Boston, Massachusetts 02199 (“the Building”) FIRST AMENDMENT September __, 2004
First Amendment • June 28th, 2005 • Havas • Services-advertising agencies

TENANT: Arnold Worldwide LLC, a Delaware limited liability company, and Havas, S. A., a corporation organized under the laws of France, jointly and severally

Contract
Lease Agreement • June 28th, 2005 • Havas • Services-advertising agencies • Massachusetts

EXHIBIT 4.17 101 HUNTINGTON AVENUE BOSTON, MASSACHUSETTS INDEX TO LEASE FROM BP PRUCENTER ACQUISITION LLC TO ARNOLD WORLDWIDE LLC and HAVAS, S.A., Jointly and Severally

THIS IS AN ENGLISH TRANSLATION OF THE ORIGINAL FRENCH DOCUMENT. Non-Competition Agreement of Mr. Alain de Pouzilhac
Non-Competition Agreement • June 28th, 2005 • Havas • Services-advertising agencies

Mr. de Pouzilhac confirms his irrevocable acceptance of this non-competition agreement, pursuant to the following conditions:

Contract
Second Amendment • June 28th, 2005 • Havas • Services-advertising agencies

TENANT: Arnold Worldwide LLC, a Delaware limited liability company, and Havas, S. A., a corporation organized under the laws of France, jointly and severally

THIS IS AN ENGLISH TRANSLATION OF THE ORIGINAL FRENCH DOCUMENT.
Memorandum of Understanding • June 28th, 2005 • Havas • Services-advertising agencies

HAVAS, a stock company with share capital of 171,552,757 Euros, registered in the Commercial and Corporate Register of Nanterre under the number 335 480 265, headquartered at 2, allée de Longchamps, 92281 Suresnes Cedex, represented by Mr. Richard Colker, Chairman and Chief Executive Officer,

JAMES HEEKIN DEFERRED COMPENSATION PLAN TRUST AGREEMENT
Deferred Compensation Plan Trust Agreement • June 28th, 2005 • Havas • Services-advertising agencies • New York

This Agreement made this day of October, 2004, by and between Euro RSCG Worldwide, Inc., a Delaware corporation (the “Sponsor”) and Circle Advisers, Inc., a______________ corporation (the “Trustee”);

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