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UK SERVICE AGREEMENT

Consulting Services Agreement

UK SERVICE AGREEMENT | Document Parties: WPP GROUP PLC | SIR MARTIN STUART SORRELL You are currently viewing:
This Consulting Services Agreement involves

WPP GROUP PLC | SIR MARTIN STUART SORRELL

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

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Exhibit 4.35

 

 

 

 

 

 

 

 

DATED 16th August, 2004

    

 

 

 

 

 

 

WPP GROUP PLC

    

(1)

 

 

 

 

 

and

    

 

 

 

 

 

 

SIR MARTIN STUART SORRELL

    

(2)

 

 

 

 

 

 


UK SERVICE AGREEMENT

    

 

 

 

effective from April 1, 2005


 

    

 


DATE OF SERVICE AGREEMENT 16 th August, 2004

 

PARTIES

 

(1)

WPP GROUP PLC having its registered office at the Industrial Estate, Hythe, Kent CT21 6PE (the “Company”)

 

(2)

SIR MARTIN STUART SORRELL of 6 Walton Place, London SW1 (the “ Executive ”)

 

INTRODUCTION

 

A

The Company wishes to continue to have the benefit of the Executive’s services inter alia as a director of the Company and as its Chief Executive Officer and Group Managing Director for and in connection with its businesses and the businesses of its Subsidiary and Associated companies on the terms of this Agreement within England, the European Union and all other countries save for the United States of America.

 

B

This Agreement will replace the agreement of even date between the Company (1) and J.M.S. Financial Services Limited (2) (as amended) (“the UK Services Agreement”) with effect from the Commencement Date (as defined hereinafter) whereupon the Executive will become an employee of the Company on the terms of this Agreement and the Executive’s services will no longer be supplied under the UK Services Agreement or via J.M.S. Financial Services Limited. All previous agreements between the parties to this Agreement, the Director and/or J.M.S. Financial Services Limited relating to the provision of the Director’s services to the Company in any capacity (other than any outstanding equity agreements, including equity agreements providing for settlement in cash, shares or other non-equity assets and the US Employment Agreement), including the Deed of Covenant dated 14 July 2001 (“the Deed of Covenant”), are deemed to have terminated by mutual consent with effect from the Commencement Date.

 

IT IS AGREED:

 

1

APPOINTMENT

 

1.1

From and after the Commencement Date, the Company shall employ the Executive and, during the Term of Employment, the Executive:

 

 

(a)

shall devote such of his time and attention during normal working hours (and such other working hours as may reasonably be required) so as to enable him to carry out his duties and any obligations on behalf of the Company and shall use his best endeavours to promote the interests of the Company, its Affiliates and Subsidiaries and also the Group in England, the United Kingdom, the European Union and all other jurisdictions other than the United States of America in the management, control, organisation and development of their respective businesses and trades and in addition the Executive shall comply with all reasonable directions which the Board may give to him and the Executive shall furnish to the Board all such explanations, information and assistance as it may reasonably require;

 

2


 

(b)

will not, without first obtaining the prior written approval of the Company, on his own behalf enter into any contract or other arrangement with any other firm, person or company whose business is in competition with the business of the Company or any Group Company.

 

1.2

During the Term of Employment hereunder, the Executive shall be a member of the Board and of the boards of directors of such Group Companies as the parties hereto from time to time shall agree and the Executive shall continue to be Group Managing Director and Chief Executive of the Company in which capacity he shall, subject to clause 1.1(a) above, have total charge of the businesses of the Company and of the Group Companies and he shall be responsible to the Board for all aspects of the conduct of such businesses.

 

2

TERM OF EMPLOYMENT

 

2.1

The employment of the Executive under this Agreement (the “Term of Employment”) will commence on the Commencement Date and subject to clause 14 shall last until 31 August 2005 whereafter the Company and the Executive can terminate the Term of Employment hereunder by written notice taking effect immediately on the date of its service on the other party. Any notice to terminate the Term of Employment given either by the Executive or the Company after 31 August 2005 (other than a notice by the Company pursuant to clause 14.1 hereof) shall be deemed to be a notice given by such party on the grounds of the Executive’s retirement and upon giving such notice the Executive shall be deemed to have retired and qualified for retirement treatment for purposes of all plans, policies, programs, arrangements of, or other agreements with, the Company or any Group Company. In the event of any termination of the Term of Employment after August 31, 2005, save as provided by clause 2.2 and clause 11.4 below, the Executive will have no entitlement to any further payment from the Company hereunder and he hereby irrevocably waives any entitlement to notice or pay and/or benefits in lieu of any period of notice and for the avoidance of doubt the minimum periods of notice referred to in Section 86 of the Employment Rights Act 1996. Nothing in this clause 2.1 shall prejudice the Company’s right to terminate the Term of Employment hereunder pursuant to clause 14.1 hereof.

 

2.2

Following termination of the Term of Employment hereunder, the Executive shall continue to be entitled to receive amounts due hereunder which are accrued up to and including the date on which the Term of Employment terminates but not yet paid, subject to any adjustment under clause 6.2 and/or clause 11.3, if applicable.

 

3

DIRECTOR’S FEES

 

    

Unless otherwise agreed in writing between the Company and the Executive, the Executive shall not be entitled to any director’s fees from the Company or from any Group Company in addition to the remuneration payable by the Company to the Executive hereunder or pursuant to the US Employment Agreement, provided that if the Executive is at any time removed from the office of director whether of the Company or of WPP Group USA, Inc. the Term of Employment hereunder shall automatically terminate and such termination shall be deemed to be by the Company for a reason other than provided for in clause 14.1 or 14.2 of this Agreement.

 

3


4

ACCOMMODATION

 

    

The Company undertakes to the Executive to provide suitable offices and suitable office and secretarial facilities for his use as are compatible with the Executive’s role as Group Managing Director and Chief Executive Officer of the Company and the Executive shall carry out his duties there and in such other places as the Executive judges appropriate.

 

5

HOURS OF WORK

 

    

The Executive shall work at such times and for such periods as the efficient and conscientious discharge of his duties hereunder shall reasonably require. There are no normal working hours for the Executive. The Company acknowledges that the Executive has obligations under the US Employment Agreement for the provision of his services which will affect the time during which and the times at which he can discharge his duties under this Agreement.

 

6

SALARY

 

6.1

The Company shall pay to the Executive a Base Salary for each calendar year calculated in accordance with Schedule 1. The Base Salary shall accrue from day to day.

 

6.2

In each year during the Term of Employment hereunder, the Company will pay the Base Salary payable under clause 6.1 of this Agreement in 12 equal monthly instalments in arrears. Each of the 12 instalments will be equal to one-twelfth respectively of 60% of the Aggregate Basic Income (as defined in the Schedule 1) for the time being and shall be payable, except as otherwise set forth herein, in accordance with the regular payroll practices of the Company, provided that for 2005, the Executive’s first payment hereunder shall be for services provided from July 1, 2005 and thereafter, with the first instalment offset by any statutorily required salary payments made to the Executive from the Commencement Date until June 30, 2005. At appropriate times adjustments shall be made to reflect the Executive Time (as defined in Schedule 1) and such adjustments may be made by adjusting the amount of Base Salary paid for future services hereunder or by adjusting the portion of the bonus earned for the year in which such Base Salary is being adjusted that is attributable to Executive Time (as defined in Schedule 1).

 

7

BONUS

 

7.1

The Executive shall, subject to satisfaction of the criteria set out below and subject to any adjustment as set forth in clause 6.2 above, also be entitled to receive, within 30 days following the finalisation of the final audited results of the Company in respect of each financial year of the Company that occurs during the Term of Employment hereunder, a bonus determined by reference to the financial performance of the Company for the period to which such results relate payable, if in cash, in a lump sum. For purposes of the bonus for the 2005 financial year, the Executive shall be deemed to have been employed directly, by the Company from January 1, 2005. The amount of the bonus payable hereunder, which shall be deemed to accrue from day today during the period to which it relates, shall be determined and based on three separate components, each comprising one-third of the amount of the bonus, as follows:

 

 

(a)

One component is based on financial performance of the Company measured against budgeted operating profit and cash flow to be agreed between the Executive and the Company in consultation with the Compensation Committee (but which shall be measured in the same way as the Company’s financial performance for the purpose of calculating bonus payments for the Company’s other senior executives).

 

4


 

(b)

One component is based on the Company’s performance relative to a peer group of major public advertising companies. The peer group will be reviewed by the Company from time to time as necessary and any changes to the peer group will be notified to the Executive, provided always that the Company will act reasonably and will consult with the Executive prior to making any changes to the companies in the peer group.

 

 

    

The performance levels and the criteria for achieving them will be agreed between the Executive and the Company in respect of each year and will take into account the following criteria inter alia:

 

 

 

Total shareholder return (i.e. share price appreciation plus reinvestment of dividends in shares);

 

 

 

Increase in operating profit;

 

 

 

Increase in earnings per share and/or operating margins.

 

 

    

Adjustments shall be made in relation to the Company and the peer group of companies referred to above as necessary to enable an accurate comparison of performance to be made, provided always that the Company will act reasonably and will consult with the Executive prior to making any such adjustments.

 

 

(c)

One component shall be based on the achievement of key strategic initiatives which shall be agreed by the Executive and the Company as early as practicable during the relevant year.

 

    

The total bonus comprising each of the three components shall be targeted so as to equal 100 per cent of the Base Salary under clause 6.1 as at 31 December of the relevant year (calculated in accordance with Schedule 1) and the maximum bonus shall be 200 per cent of that Base Salary.

 

    

The Executive and the Company may agree from time to time an alternative structure for determining the bonus payable under this clause, including the target and maximum amounts of that bonus.

 

7.2

If after 31 August 2005, either the Executive or the Company terminates the Term of Employment under this Agreement, for whatever reason (and in the Company’s case other than pursuant to clause 14.1 hereof) after the end of the performance period to which the bonus period refers but prior to the payment date of any such bonus, the Executive will continue to be treated on the same basis as if he were employed on the relevant payment date. For the avoidance of doubt, if the Executive or Company terminate the Term of Employment at any time before the end of the performance period referred to then the Executive loses all and any rights under this clause and the Executive has no rights against the Company in respect of the same except as otherwise provided pursuant to the applicable annual incentive plan.

 

8

OTHER INCENTIVE AWARDS

 

    

The Executive shall have no entitlement to participate in any incentive arrangements for executives, except as expressly provided herein, or as agreed in writing in advance by the Company. The Executive or as the case may be JMS Financial Services Limited shall continue to be entitled to the Additional Fees provided in Schedule 1 of the UK Services Agreement (save to the extent they have been exercised prior to the Commencement Date) and the Notional Share Award Plan and at the discretion of the Compensation Committee of the Company, the Executive shall be entitled to participate

 

5


    

in the WPP Group plc Leadership Equity Acquisition Plan and the WPP Performance Share Plan (or to receive the equivalent cash value) in accordance with the provisions of such plans and such other plans and arrangements which at the discretion of the Compensation Committee shall be made available for the most senior executives of the Company and any member of the Group, subject always to the rules of the applicable plan or scheme.

 

9

EXPENSES

 

    

The Executive is authorised to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement and the Company shall promptly reimburse him for all business expenses incurred in connection with carrying out the business of the Company, subject to documentation in accordance with the Company’s policy.

 

10

CAR

 

    

The Company shall make available to the Executive for use in performing the obligations and duties of the Executive hereunder and shall replace from time to time as necessary a car of a type which it deems suitable. The Company shall maintain, service, tax and comprehensively insure the car as appropriate and shall arrange for the supply to the Executive of petrol for his use in such car.

 

11

INSURANCES AND PENSION

 

11.1

The Company shall provide for the benefit of the Executive and his dependants life and accident assurance and health insurance and any other benefits as may be agreed between the Company and the Executive.

 

11.2

The Company shall reimburse to the Executive 50% of the reasonable cost of providing for the benefit of the Executive and his dependants insurance cover, on such basis and for such amounts as shall from time to time be agreed between the Company and the Executive, provided that such cover is available, which provides a payment in the event that the Term of Employment is terminated because of the Executive’s death, ill-health or disability.

 

11.3

As of January 1, 2006, unless otherwise agreed between the parties, the Executive shall be entitled to an annual supplemental pension determined in accordance with paragraph 4 of Schedule 1 to be funded by or on behalf of the Company by an appropriate funding mechanism for payment of such supplemental pension or payment or provision in lieu thereof (the “Pension Contribution”). The Pensions Contribution will be funded in four equal instalments in arrears on 31 March, 30 June, 30 September and 31 December of each year starting with 2006 during the Term of Employment under this Agreement in respect of the year for which it is paid equal to 60% of the Aggregate Pensions Provision (as defined in Schedule 1) at that time. All necessary adjustments to reflect the Executive Time (as defined in Schedule 1) in the manner described in clause 6.2 above for adjusting the Base Salary shall be made at regular times during the year.

 

11.4

The Company will provide Directors and Officers liability insurance for the Executive on the same basis as it does for other executive directors of the Company, subject always to the terms and conditions from time to time existing of that cover.

 

12

HOLIDAYS

 

12.1

In addition to bank and other public holidays in the United Kingdom, the Executive shall be entitled to six weeks paid holiday per calendar year.

 

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12.2

The holiday shall be taken at such time or times as the Executive shall decide but in any event it shall be taken at the same time as the Executive’s holiday entitlement under the US Employment Agreement.

 

13

SICKNESS ABSENCE

 

    

Subject to clause 2.1, the Company shall continue to pay to the Executive all sums due to him (without deduction) during any period of absence from work due to his illness or disability.

 

14

TERMINATION OF THE TERM OF EMPLOYMENT

 

14.1

In any of the following cases, but without prejudice to clause 2.1, the Company may terminate the Term of Employment by written notice taking effect immediately on the date of its service on the Executive in which case the Executive shall not be entitled to any further payment from the Company hereunder (other than pursuant to clause 11.4 hereof, if applicable) except such sums as shall then have accrued or become due:

 

 

(a)

If the Executive engages in conduct that constitutes wilful gross neglect or wilful gross misconduct in carrying out his duties under this Agreement, resulting, in either case, in material economic harm to the Company.

 

 

(b)

If the Executive is convicted and is guilty of a criminal offence and sentenced (except in a case not involving dishonesty) to a term of imprisonment.

 

 

(c)

If the Executive be adjudicated bankrupt.

 

 

(d)

If the Executive resigns as a director of the Company prior to 31 August 2005 without having obtained the Company’s prior written agreement, save for just cause by the Director or at the Company’s written request, provided that “just cause” shall not include resignation as a result of the Executive’s own act or omission as a director.

 

 

(e)

If WPP Group USA Inc terminates the US Employment Agreement pursuant to clause 15.1 thereof.

 

14.2

The Company may terminate the Term of Employment by reason of the Executive’s illness or disability in any of the following cases by giving written notice to the Executive such notice being effective immediately without any further payment being made hereunder other than such sums as may have accrued or become due or as otherwise provided in clause 11.4 hereof, if applicable.

 

 

(a)

the Executive is substantially unable properly to perform the duties required under this Agreement by reason of illness or physical or mental incapacity or disability (irrespective of the cause or causes) for a period of 180 consecutive working days or for a period or periods aggregating at least 261 working days in any period of 18 months.

 

 

(b)

the Executive is permanently prevented as a result of any deterioration of his health from providing the services to the Company which he is required to provide under this Agreement and in particular to act as Group Managing Director and Chief Executive of the Company. Whether or not the Executive is permanently incapacitated shall be determined by a medical doctor selected by the parties hereto, and in default of agreement by such medical doctor appointed by the President of the British Medical Association.

 

7


 

(c)

An Order is made by any competent Court under the Mental Health Act 1983 for the Director’s detention or for the appointment of a receiver, curator bonis or other person to exercise powers with regard to his property or affairs.

 

14.3

Without prejudice to the Executive’s right to accept other repudiatory breaches of this Agreement by the Company as terminating the Term of Employment hereunder, in any of the following cases the Executive may terminate the Term of Employment by written notice taking effect on the date of its service on the Company:

 

 

(a)

if the Company reduces the then current Base Salary under clause 6, the bonus and/or incentive provisions contained in clause 7 or 8 and Schedule 1 to this Agreement, the payment in respect of pension benefits contained in clause 11.3 and Schedule 1 to this Agreement or any other material benefits provided under this Agreement without the Executive’s prior written consent;

 

 

(b)

if without first obtaining the written consent of the Executive, the Company:

 

 

(i)

appoints any executive to whom the Executive reports or to work jointly with the Executive in his capacity as Chief Executive Officer or Group Managing Director; or

 

 

(ii)

permits or procures the Executive’s functions or duties to be materially diminished in any way; or

 

 

(iii)

permits or procures an assignment of duties to the Executive which are materially inconsistent with his duties as Chief Executive Officer or Group Managing Director of the Company;

 

 

(c)

if there is a failure to elect or re-elect the Executive to any of the positions described in clause 14.3(b)(i) above or removal of him from any such position without obtaining his written consent; or

 

 

(d)

if a person or persons acting in concert acquire more than 20% of the voting stock of the Company and at any time within a period of 12 months of the date on which the


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