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DIGITAS INC | Publicis Groupe S.A. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Employee Retention Agreement by:
December
20, 2006
David
Kenny
2 Stonefield Lane
Wellesley, MA 02482
Dear
David,
This letter agreement (this ‘‘Agreement’’)
memorializes our discussions and agreement concerning your continued role with
Digitas Inc. (the ‘‘Company’’) and its subsidiaries
following the acquisition of the Company by Publicis Groupe S.A.
(‘‘Publicis’’) pursuant to the Agreement and Plan of
Merger, dated December 20, 2006, by and among the Company, Publicis, and
Publicis Acquisition Corp., a wholly-owned subsidiary of Publicis (the
‘‘Merger Agreement’’) (all capitalized terms not
defined herein shall have the meanings ascribed to them in the Merger
Agreement).
1. Retention Bonus. In consideration
of your continued employment and your agreement to the terms set forth below,
you will be eligible for a special retention bonus of $1,942,188.00 (the
‘‘Retention Bonus’’). The Retention Bonus shall be
payable in three equal installments on each of the first three anniversaries of
the Acceptance Date (as defined in the Merger Agreement), provided, in each
case, that you have remained continuously employed by the Company and its
subsidiaries through the applicable payment date.
2. Employment Agreement. The
Employment Agreement dated January 6, 1999, between you and the Company, as
amended (including the Amendment to Employment Agreement dated as of December
20, 2006) (the ‘‘Employment Agreement’’) will remain in
force and effect, and the Company acknowledges that the Acceptance Date will
constitute a Change of Control for purposes of the Employment Agreement.
Notwithstanding the foregoing, you and we agree as follows:
• Good Reason. Section 4(c)(i) of the Employment Agreement is amended to provide that you shall be eligible to terminate employment pursuant to such clause only (1) pursuant to the relocation trigger of such clause or (2) if, without your consent, and after a failure by the Company adequately to cure within 10 business days of receipt of written notice from you, either (a) your base pay is reduced, (b) your bonus opportunity is materially diminished, or (c) your title or position is materially diminished, it being understood and agreed that any change to your title or position as a result of the Company no longer being publicly traded or becoming a subsidiary as a result of the transactions contemplated by the Merger Agreement or as a result of changes to the organizational structure of the Company and its subsidiaries as part of the integration with Publicis shall not give you the right to terminate employment pursuant to such Section 4(c)(i) unless such change involves (i) your not retaining the position of CEO of the Company, serving on the ‘‘P






