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SERVICE AGREEMENT

Consulting Services Agreement

SERVICE AGREEMENT | Document Parties: WPP GROUP PLC You are currently viewing:
This Consulting Services Agreement involves

WPP GROUP PLC

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Title: SERVICE AGREEMENT
Date: 6/30/2005
Industry: Advertising     Sector: Services

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Exhibit 4.39

 

DATED 9 September 2002

 

 

 

 

WPP GROUP PLC

  

(1)

 

 

and

  

 

 

 

MARK READ

  

(2)

 


 

SERVICE AGREEMENT

 


 

 

 

 

Hammond Suddards Edge

  

 

7 Devonshire Square Cutlers Gardens London EC2M 4YH DX 136546 Bishopsgate 2

  

 

Telephone +44 (0)20 7555 1000 Fax +44 (0)20 7655 1001

  

www.hamondsuddardsedge.com

 

 

Reference CEN

  

 


 

 

 

 

 

1

    

DEFINITIONS

  

1

 

 

 

2

    

APPOINTMENT

  

2

 

 

 

3

    

DURATION OF EMPLOYMENT

  

2

 

 

 

4

    

DUTIES

  

2

 

 

 

5

    

HOURS OF WORK

  

3

 

 

 

6

    

PLACE OF WORK

  

3

 

 

 

7

    

REMUNERATION

  

3

 

 

 

8

    

PENSION

  

4

 

 

 

9

    

DEDUCTIONS

  

4

 

 

 

10

    

EXPENSES

  

4

 

 

 

11

    

HOLIDAYS

  

5

 

 

 

12

    

OTHER ACTIVITIES DURING EMPLOYMENT

  

5

 

 

 

13

    

INCAPACITY

  

6

 

 

 

14

    

CONFIDENTIALITY

  

6

 

 

 

15

    

INTELLECTUAL PROPERTY RIGHTS

  

7

 

 

 

16

    

RETURN OF PROPERTY

  

7

 

 

 

17

    

GARDEN LEAVE

  

8

 

 

 

18

    

SUMMARY TERMINATION OF EMPLOYMENT

  

8

 

 

 

19

    

RECONSTRUCTION OR AMALGAMATION

  

9

 

 

 

20

    

RESTRICTIONS AFTER END OF EMPLOYMENT

  

10

 

 

 

21

    

NON-REPRESENTATION

  

10

 

 

 

22

    

APPOINTEE’S WARRANTY

  

10

 

 

 

23

    

SEVERABILITY

  

10

 

i


 

 

 

 

 

24

    

NOTICES

  

10

 

 

 

25

    

DISCIPLINE AND GRIEVANCE PROCEDURE

  

11

 

 

 

26

    

COMPANY POLICIES

  

11

 

 

 

27

    

DATA PROTECTION

  

11

 

 

 

28

    

EMPLOYMENT RIGHTS ACT 1996

  

11

 

 

 

29

    

GENERAL

  

12

 

 

 

30

    

ENTIRE AGREEMENT

  

12

 

 

SCHEDULE 1 CONFIDENTIALITY AND POST TERMINATION RESTRICTIONS

  

13

 

 

SCHEDULE 2 INCENTIVISATION PLANS

  

17

 

 

 

1

    

THE SHORT TERM INCENTIVE PLAN (“STIP”)

  

17

 

 

 

2

    

THE PERFORMANCE SHARE PLAN (“PSP”)

  

17

 

 

 

3

    

SHARE OPTIONS

  

18

 

ii


 

 

 

 

 

DATE OF AGREEMENT

 

ninth September

 

2002

 

PARTIES

 

(1)

WPP GROUP PLC (company number 1003653) whose registered office is at industrial Estate, Hythe, Kent CT21 6PE

 

(2)

MARK READ of 43 Redcliffe Road, London SW10 9NY

 

IT IS AGREED THAT:

 

1

DEFINITIONS

 

1.1

In this Agreement, the following definitions apply:

 

“Appointee” means Mark Read.

 

“Board” means the Board of Directors for the time being of the Company.

 

“Commencement Date” means 2 September 2002.

 

“Company” means WPP Group plc.

 

“Confidential Information” means any confidential information relating to the Company or any Group Company and/or Joint Venture Business including (without limitation) its/their customers, supplies or business partners or potential customers, suppliers or business partners, pricing, marketing information, intellectual properly, business plans or designs, technical data, employees, officers or shareholders, financial information and plans, designs, formulae, product lines, research activities, target businesses, any document marked “Confidential” or “Secret”, or any information which the Appointee has been told is confidential or which he might reasonably expect the Company or any Group Company and/or Joint Venture Business to regard as confidential, or any information which has been given to the Company or any other Group Company in confidence by customers, suppliers or other persons.

 

“Group Company” means and includes the Company and any of its subsidiaries from time to time. The terms “subsidiary” and “subsidiaries” shall have the respective meanings assigned thereto by Section 736 of the Companies Act 1985 as amended by Section 144 of the Companies Act 1989.

 

“Immediate Relatives” means wife, common law spouse, children, brothers, sisters, cousins, aunts, uncles, parents, grandparents and the aforesaid relatives by marriage.

 

“Joint Venture Business” means any person, firm or company with whom the Company or any Group Company has entered into a joint venture whether under the terms of a joint venture agreement or otherwise.

 

1


2

APPOINTMENT

 

2.1

The Company will employ the Appointee and the Appointee will serve the Company as Director of Strategy reporting to the Chief Executive Officer.

 

3

DURATION OF EMPLOYMENT

 

3.1

The employment of the Appointee will commence on the terms of this Agreement on the Commencement Date and shall continue (subject to earlier termination hereunder) until terminated by either party giving six (6) months’ written notice to the other.

 

3.2

The Company’s retirement age is 60 years. The Appointee’s employment will automatically terminate without further notice on the last day of the month in which the Appointee’s 60th birthday falls. If by agreement this employment continues beyond the age of 60 this shall not affect the Appointee’s normal retiring age.

 

4

DUTIES

 

4.1

The Appointee will devote all his working time and skill to the business of the Company and any other Group Company. He will carry out his duties diligently and properly exercise the powers assigned to him by the Board. He will do his best to promote the interests of the Company and any other Group Company and not knowingly do or willingly permit to be done anything that causes prejudice, loss or injury to the Company or any Group Company.

 

4.2

The Company may:

 

 

(a)

require the Appointee to carry out different or additional duties as long as they are consistent with his status and position in the Company;

 

 

(b)

require the Appointee to perform duties for, or hold office in, any other Group Company, without additional remuneration.

 

4.3

The Appointee will carry out the lawful orders of the Chief Executive Officer and will comply with the Company’s or any other Group Company’s rules, policies and procedures, as applicable to him and as amended from time to time. None of these rules, policies or procedures will give him any contractual rights, unless they expressly provide otherwise.

 

4.4

The Appointee will promptly give to the Chief Executive Officer (in writing if required) all information, explanation and assistance that the Chief Executive Officer may require in connection with the business or affairs of the Company or any other Group Company and his employment.

 

4.5

The Appointee will promptly disclose to the Chief Executive Officer in writing any breach of duly or lawful obligation owed by any employee to the Company or any Group Company which comes to the Appointee’s attention or into his possession,

 

2


4.6

Without prejudice to the other obligations, the Appointee will comply with the following:

 

 

(a)

the provisions of the Criminal Justice Act 1993 relating to insider trading; and

 

 

(b)

all rules issued by the Company or any Group Company in relation to owning or trading securities.

 

5

HOURS OF WORK

 

5.1

The Appointee shall work such hours as may from time to time reasonably be expected of him and as are consistent with his appointment. The Appointee acknowledges and affirms that he has control over the hours he works and that his working time is not measured or predetermined and, as such, the limit on average working time of 48 hours per week as provided for by the Working Time Regulations 1998 does not apply to his employment.

 

6

PLACE OF WORK

 

6.1

The Appointee will be based at the Company’s offices in London.

 

6.2

The Appointee may be required to travel both throughout and outside the United Kingdom on the business of the Company or any Group Company.

 

7

REMUNERATION

 

7.1

The Company will pay the Appointee’s gross basic salary of one hundred and thirty thousand pounds (£130,000) per annum payable by equal monthly installments in arrears. Payment will be by direct bank transfer into the Appointee’s bank account. The Appointee’s salary will be reviewed in accordance with the Company’s policies in place from time to time. The Appointee’s first salary review will be on or around 1 April 2004.

 

7.2

The Appointee will also be eligible to participate in the Incentivisation Plans referred to in Schedule 2 subject always to the provisions of the clauses in this Schedule and to the rules governing each of those plans from tune to time.

 

7.3

During his employment the Appointee will be eligible to participate at the Company’s expense in the Company’s:

 

 

(a)

private medical expenses insurance scheme for the benefit of the Appointee;

 

 

(b)

permanent health insurance scheme;

 

 

(c)

life assurance scheme,

 

subject to the rules of the said schemes from time to time (and any replacement schemes provided by the company) and subject to the Appointee being eligible to participate in or benefit from such schemes pursuant to their rules. If any scheme provider (including but

 

3


not limited to any insurance company) refuses for any reason (whether based on its own interpretation of the terms of the insurance policy or otherwise) to provide any benefit to the Appointee, the Company shall not be liable to provide any such benefits itself or any compensation in lieu thereof.

 

7.4

Nothing in clause 7.3 shall confer any enforceable rights against the Company on any of the Appointee’s dependents or any other third party.

 

7.5

Where the Company makes any credit card available to the Appointee, he will:

 

 

(a)

take good care of such card and immediately report any loss of such card to the Board; and

 

 

(b)

use the card only far the purposes of the Company’s business and in accordance with any applicable Company policy.

 

8

PENSION

 

8.1

The Appointee shall be entitled to join the Company’s Group Personal Pension Plan subject to the rules governing the Plan from time to time. The Company shall contribute an annual sum equal to 10% of his gross annual basic salary in twelve equal monthly installments either to the Plan or to such other pension scheme as the Appointee shall nominate subject always to Inland Revenue limits.

 

8.2

A contracting-out certificate pursuant to the Pension Schemes Act 1993 is not in force in relation to the Appointees’ employment.

 

8.3

For the avoidance of doubt, the Appointee’s pensionable salary shall be equal to the Appointee’s gross annual basic salary only and shall not at any time include any bonus entitlement (whether actual or prospective) or any other payment or benefit due to the Appointee whether under the terms of this Agreement or otherwise.

 

9

DEDUCTIONS

 

9.1

The Appointee hereby authorises the Company to deduct from his remuneration (which for this purpose includes all and any salary, commission, bonus, holiday pay, sick pay and pay in lieu of notice) all debts or suns owed by the Appointee to the Company or any Group including but without limitation the balance outstanding of any loans (and interest where appropriate) by the Company to the Appointee.

 

10

EXPENSES

 

10.1

The Company shall, subject to the provision of proper receipts, reimburse to the Appointee all reasonable traveling, accommodation and other expenses, which the Appointee incurs in or about the performance of his duties under this Agreement.

 

4


11

HOLIDAYS

 

11.1

In addition to the usual public and bank holidays the Appointee is entitled to 25 working days’ paid holiday in each calendar year to be taken at times approved by the Board. Holiday accrues pro rata throughout each year of employment. The Appointee may not without the consent of the Board carry forward any unused part of his holiday entitlement to a subsequent year and must in any event ensure that he has taken at least the minimum annual holiday entitlement provided for by the Working Time Regulations 1998.

 

11.2

The Company reserves the right to require the Appointee to take any accrued but untaken holiday during any notice period. If the Company exercises its right under clause 17.1 to place the Appointee on Garden Leave, the Appointee shall be deemed to take any outstanding holiday during that period.

 

11.3

Where the Appointee has at termination taken more or less holiday than his then accrued entitlement, a proportionate adjustment will be made by way of an addition to or a deduction from (as appropriate) his final gross pay calculated on a pro rata basis. One day’s pay for these purposes is 1/260th annual basic salary.

 

12

OTHER ACTIVITIES DURING EMPLOYMENT

 

12.1

In addition to the obligations of the Appointee at clause 4, during his employment the Appointee will not be involved, in any capacity, in providing services, directly or indirectly, to any other person in respect of any business which is similar to or which does or might reasonably be expected to compete or conflict with any aspect of the business of the Company or any Group Company or materially to affect the proper and efficient performance of his duties under this Agreement, unless he has first obtained the Board’s consent in writing.

 

12.2

The restriction in clause 12.1 will not prevent the Appointee from holding beneficially by way of bona fide personal investment up to 1% of any shares or securities in any company whether or not the securities are quoted or any recognised Stock Exchange save that the Appointee may continue his 6% shareholding to IPoint Limited strictly on the basis that this shareholding is the extent of his interest in that company.

 

12.3

Subject to any written regulations issued by the Company applicable to the Appointee, neither the Appointee nor the Appointee’s Immediate Relatives shall be entitled to receive or obtain directly or indirectly any discount, rebate, commission or other benefit in respect of any business transacted (whether or not by the Appointee), by or on behalf of the Company or any Group Company, and if the Appointee, any of the Appointee’s Immediate Relatives or any company or business entity in which the Appointee or they are interested shall directly or indirectly obtain any such discount, rebate, commission or other benefit the Appointee shall forthwith account to the Company or any Group Company the amount received or the value of benefit obtained.

 

5


13

INCAPACITY

 

13.1

If the Appointee is absent from work due to sickness or ill health, he must inform the Company as soon as possible and complete a Company self-certification form for all absences from work up to seven calendar days. For absences over seven days one or more medical certificates must be obtained from the doctor to cover the duration of the absence and sent to the Company.

 

13.2

Subject to the Company’s right to terminate this Agreement, the Company shall pay the Appointee full salary for a maximum of 26 weeks (whether or not consecutive) of incapacity in any period of 12 months subject to his complying with the sickness reporting and evidencing obligations detailed in this clause. The Company may deduct from the Appointee’s salary the amount of any state sickness benefit he is entitled to claim.

 

13.3

Any remuneration paid to the Appointee under clause 13.2 will be deemed to include statutory sick pay under the Social Security Contributions Benefits Act 1992. For statutory sick pay purposes, the Appointee’s qualifying days shall be Monday to Friday inclusive.

 

13.4

The Appointee agrees to have a medical examination and tests, at any time if requested to do so by the Board and by a doctor of the Board’s choice in which case the charges will be met by the Company on the basis that it is for the purpose of his ongoing employment only. The Appointee will authorise the doctor(s) responsible for such medical examination to disclose and discuss with the Company and/or its medical advisers the results subject to the provisions of the Access to Medical Reports Act 1988 (if applicable). He will also authorise his own doctor to disclose and discuss with the Company and/or its medical advisers any information about his health or medical record having an actual or potential bearing upon his ability to perform his duties under this Agreement.

 

13.5

If any illness or incapacity resulting in absence of the Appointee shall be or appear to be caused by the act, omission or default of any third party in respect of which damages are or may be recoverable then the Appointee shall notify the Company of any claim settlement or judgment made or awarded in connection with it and shall give full particulars of it to the Company and shall if the Company so requires refund to the Company such sum as the Company may determine provided it shall not exceed the amount of such award and sums paid to him by the Company during the period of absence.

 

14

CONFIDENTIALITY

 

14.1

The Appointee agrees to comply with the provisions of Schedule 1 Part 1 in order inter alia to protect the legitimate interests of the Company and any Group Company in relation to confidential information.

 

6


15

INTELLECTUAL PROPERTY RIGHTS

 

15.1

Any discovery, invention, improvement in procedure, trade mark, trade name, design, copyright and all similar rights or get-up made, discovered or created by the Appointee during the continuance of his employment hereunder in connection with or relating to the business of the Company or any Group Company or capable of being used or adapted for use therein shall belong to and shall be the absolute property of the Company. If required so to do by the Company (whether during or after the termination of his employment) the Appointee shall at the expense of the Company execute all instruments and do all things necessary to vest ownership of all other rights, title and interests (including any registered rights therein) in such discovery, invention, improvement in procedure, trade mark, trade name, design, copyright or get-up in the Company (or its nominee) absolutely and as sole beneficial owner. The Appointee hereby irrevocably waives all his rights pursuant to sections 77 to 83 inclusive of the Copyright Designs and Patents Act 1988 and any statutory amendment thereto.

 

16

RETURN OF PROPERTY

 

16.1

All plans, designs, specifications, price lists of clients, correspondence, papers, memoranda, notes, records, videos, tapes and all copies of the foregoing (including such as may be contained in electronic or magnetic media or other forms of computer storage), charge and credit cards which come into the possession of the Appointee and which relate to the performance of his services hereunder or to the business of the Company or any Group Company or any Joint Venture Business (including business methods/know-how or marketing strategy or the identity or requirements or terms of dealing of its suppliers or clients) shall at all times be and remain the property of the Company or the relevant Group Company or the relevant Joint Venture Business and the Appointee shall not use the same or cause or permit any party whatsoever to use the same except for the benefit of the Company or the relevant Group Company or the relevant Joint Venture Business and in the proper performance of duties.

 

16.2

If asked to do so by the Company at any time during his employment or automatically when the Appointee’s employment ends or if the Appointee is required t


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