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ELEVENTH AMENDMENT
AGREEMENT made as of May 24, 2001 (the "Effective Date"),
between GREY GLOBAL GROUP INC., a Delaware corporation with principal offices at
777 Third Avenue, New York, New York 10017 ("Grey"), and Edward H. Meyer,
residing at 580 Park Avenue, New York, New York 10021 ("Meyer").
Meyer is employed by Grey as its President, Chairman of the
Board and Chief Executive Officer pursuant to an employment agreement originally
executed effective February 9, 1984 and amended from time to time thereafter
(such employment agreement, as so amended, being hereinafter referred to as the
"Current Agreement").
The parties desire to amend the Current Agreement in
certain respects.
NOW, THEREFORE, in consideration of the foregoing, the
parties hereby agree as follows:
1. Capitalized Terms. Capitalized terms used herein, unless
otherwise defined herein, have the meaning ascribed to such terms in the Current
Agreement.
2. Section 1 of the Current Agreement is hereby amended and
restated to read as follows:
1. Employment; Term. For the period beginning on the
date hereof and ending on December 31, 2004, Grey shall continue to employ Meyer
as the President, Chairman of the Board and Chief Executive Officer ("Chief
Executive Officer") of Grey with full responsibility for supervision of all
corporate affairs, reporting only to the Board of Directors of Grey ("Board").
3. Section 4(a) of the Current Agreement is hereby amended
so that the phrase "December 2002" is deleted and replaced with the phrase
"December 2004".
4. Section 4(b) of the Current Agreement is hereby amended
so that the phrase "December 31, 2002" is deleted and replaced by the phrase
"December 31, 2004".
5. Section 4(c) of the Current Agreement is hereby amended
so that the phrase "upon Meyer's retirement from Grey at December 31, 2002" is
deleted and replaced by the phrase "upon Meyer's retirement from Grey on or
after December 31, 2004".
6. Section 4(c) of the Current Agreement is hereby amended
so that the phrase "January 2003" is deleted and replaced by the phrase "the
first week of the month immediately following the month of Meyer's retirement on
or after December 31, 2004".
7. Section 13 of the Current Agreement is hereby amended
and restated to read as follows:
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13. Certain Post-Termination Arrangements. In recognition
of the high degree of prominence Meyer has achieved in Grey's industry and his
close association with Grey in the minds of clients, industry professionals and
the public at large, and in further recognition of the benefits accruing to Grey
in maintaining such prominence, upon termination of Meyer's full-time employment
as Chief Executive Officer pursuant to this Agreement for any reason other than
Cause:
13.1 for the remainder of Meyer's life (the "Continuation
Period"), Grey shall, at its expense, furnish Meyer with:
(a) office facilities on a floor regularly used by top
management, such office facilities to be comparable in quality and floor
location and no less than one-half the size of those utilized by Meyer
immediately prior to such termination and located in the midtown Manhattan area,
or at Meyer's option, either in the building then housing Grey or in a building
of comparable quality,
(b) for the first five years after such termination, two
secretaries having skill levels comparable to skill levels of the senior
secretaries utilized by Meyer immediately prior to such termination with salary
and benefits and office accommodations and facilities comparable to those of the
senior secretaries utilized by Meyer during his employment hereunder (each such
secretary, a "Secretary"), and for the remainder of the Continuation Period, one
Secretary; and
(c) such other staff assistance and office support
services as shall be reasonably necessary for Meyer to satisfactorily pursue his
personal and professional activities including, if applicable, the Consulting
Services described in Section 12 hereof; provided, however, that Grey shall
furnish such office support services to Meyer only from the building then
housing Grey;
13.2 for a period of five years, Grey shall (A) furnish
Meyer with a car and a driver comparable to the car and driver furnished him
during his employment as Chief Executive Officer of Grey, to be used by Meyer as
he sees fit, and (B) pay all the associated expenses of such car and driver on
the same basis as it paid such expenses during Meyer's employment as Chief
Executive Officer of Grey;
13.3 Grey shall reimburse Meyer for all travel and
entertainment expenses not exceeding $100,000 per annum for a period of five
years after such termination incurred by him in performing services for Grey (as
determined by Meyer in his sole discretion), provided that Meyer provides
written documentation for such expenses in a manner which reasonably conforms to
Grey's policy as Meyer shall reasonably determine, and provided further that the
$100,000 amounts shall be adjusted as of January 1, 1989 and as of each January
1 thereafter ending with the January 1 in the year in which such termination
occurs, to reflect increases in the Consumer Price Index published by the Bureau
of Labor Statistics For All Urban Customers, New York
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Northeastern New Jersey Index (for these purposes, the base year for
such expenses shall be 1988);
13.4 in view of Meyer's lengthy experience and
grasp of the needs of charities in the communities of which Grey is a
part, Grey charges and invests Meyer, for each of the first five
years after such termination, with the responsibility and authority
for direction of $100,000 of the annual charitable contributions of
Grey, it being understood that such amounts shall be reduced in each
year by (A) any monies donated by the trustees of the Good Neighbor
Foundation and other similar foundations based in part on Meyer's
recommendation and (B) any monies donated by Grey to charitable
institutions pursuant to commitments made by Meyer on behalf of Grey
prior to such termination;
13.5 for a period of five years, Grey shall
provide Meyer access to the executive dining rooms and kitchen
facilities of Grey on a basis comparable to the basis on which such
facilities were provided to Meyer as Chief Executive Officer of Grey;
and
13.6 within 120 days after such termination,
Meyer may purchase from Grey, at the then depreciated book value to
Grey, up to $100,000 (based on such depreciated book value) of the
furnishings, including without limitation the paintings, contained in
his office immediately prior to such termination.
Notwithstanding the foregoing, Grey may (a) on ten (10) days'
written notice to Meyer, suspend its payments for such office
facilities, Secretaries and staff assistance and office support
services and/or car and driver if Meyer is unable regularly to make
use of such office facilities and office support services,
Secretaries and staff assistance and/or car and driver, as the case
may be, because of a disability which persists for a period of 18
months, or (b) terminate its payments for such office facilities,
Secretaries, and staff assistance and office support and car and
driver if Meyer should not be in compliance with Section 8 hereof
(as modified by Section 11 hereof). Any suspension of payments for
facilities and services as described in this paragraph shall apply
only to those facilities and services of which Meyer is not able
regularly to make use because of a disability, which persists for a
period of 18 months. Notwithstanding any suspension described in
clause (a) of the first sentence of this paragraph, upon recovery of
Meyer from his disability, Grey shall reinstate such payments for
the above described facilities and services, provided that the
period of time during which Meyer is entitled to such facilities and
services has not expired. For the purposes of this paragraph, the
term "disability" shall mean Meyer's physical or mental incapacity
so as to render him incapable of making use of any one or more of
the facilities and services described in this paragraph. To
establish a status of disability as provided in the preceding
sentence, there must first be issued in writing a determination of
disability. A determination of disability may be issued at the
initiation of Grey, Meyer or a legal representative of Meyer. A
determination of disability shall be issued upon the written
certification of a
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qualified medical doctor agreed to by Grey and Meyer or, in the
event of Meyer's incapacity to designate a doctor, Meyer's legal
representative. In the absence of agreement between Grey and Meyer
(or his legal representative), each party shall nominate a qualified
medical doctor and the two doctors shall select a third doctor, who
shall make the determination as to the disability. In the event that
either Meyer or Grey shall desire to establish whether Meyer is
disabled, Meyer (or his legal representative) and Grey shall use
their respective best efforts to cooperate so that a prompt
determination can be reached and Meyer shall make himself available,
as reasonably requested by Grey, for examination by a doctor in
accordance with this paragraph. The facilities and services
described in this Section 13 shall not accrue to the benefit of
Sandra Meyer (in the event of Meyer's death).
8. Status of Current Agreement. This Amendment shall be effective
as of the Effective Date, and, except as set forth herein, the Current Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
as of the day and year first above written.
GREY GLOBAL GROUP INC.
By __________________
__________________
Edward H. Meyer