<PAGE>

                                                                    Exhibit 10.7

                        Management Transition Agreement
                        -------------------------------


Background
----------

Bcom3 Group, Inc. (the "Company"), desires to enter into a Management Transition
Agreement with a uniquely situated senior executive (the "Executive"). The
background to such agreement is as follows:

 .    The Executive is currently the Vice-Chairman of the Board of the Company
     and the former Chairman and CEO of one of the Company's two main
     constituent companies. He is a member of the Company's Board of Directors
     and a Voting Trustee. He also is one of the largest individual
     employee-stockholders of the Company.

 .    The Executive has reduced his involvement in the day-to-day operational
     management of the Company and is prepared to step down as Vice-Chairman of
     the Board while continuing to serve as a Board member.

 .    It is in the best interests of the Company and its stockholders to provide
     for a smooth and seamless transition of management authority to the new CEO
     and other senior managers of the Company, and to promote an alignment of
     interests among the Company's Board of Directors.

 .    It is particularly important to implement this transition as soon as
     possible in order for the new management team to lead the Company and its
     subsidiaries through the changes that must be put in place prior to an IPO,
     in such manner and within such timeframe as determined in the best judgment
     of such new management team.

 .    It is the desire of the Company to provide for an appropriate transition
     package for the Executive in recognition of his 30-plus years of dedicated
     service to one of the Company's constituent companies, the substantial
     growth in shareholder value which occurred during the period that he served
     as CEO of such company, as well as the anticipated IPO for the Company.
<PAGE>

THEREFORE, the Company and the Executive agree to the following Management
Transition terms:

Retirement
----------

     .    The Executive will continue in his current employment position with
          the Company through the end of 2000, receiving his current salary and
          employee benefits through such date. - -

     .    On or before December 31, 2000, at a time and in a manner that is
          mutually acceptable to the Executive and the CEO of the Company, the
          Executive will formally announce his retirement from full-time
          employment as of December 31, 2001.

     .    At the first meeting of the Board of Directors of the Company after
          March 31, 2001, the Executive will resign as Vice-Chairman of the
          Board, while continuing to serve as a Board member.

     .    The Company will treat the Executive's retirement as of December 31,
          2000, as an "Agreed Separation" pursuant to the Bcom3 Group, Inc.
          Stock Purchase Agreement, unless there has been a material breach of
          this Agreement prior to December 31, 2000.

     .    Under the fully-vested "Executive Employment Consultancy Arrangement"
          ("EECA") between the Executive and Leo Burnett Company, Inc. (now Leo
          Burnett Worldwide, Inc. -- "Leo Burnett")), entered into when the
          Executive first became a director of Leo Burnett, the Executive will
          cease to be a member of the Board of Directors of Leo Burnett on
          December 31, 2000, but will continue to be an "executive consultant"
          to Leo Burnett for a period of five years. Subject to the terms of the
          EECA, as an executive consultant the Executive will receive regular
          compensation from Leo Burnett at a reduced level (an annual amount
          equal to 30% of the Executive's 2000 compensation), will in general be
          entitled to participate in such employee benefit plans as Leo Burnett
          may offer to other executives, and will continue to be subject to
          limitations on competitive activities that apply generally to Leo
          Burnett employees.

     .    Upon termination of employment and the five years of consultancy under
          the EECA, the Executive will be entitled to full retiree health and
          insurance benefits, subject to the terms of the plans at that time.

Special Bonus
-------------

 .    In recognition of his long service as CEO and Chairman of one of the
     Company's constituent entities, his service as Chairman of the Board of the
     Company since its inception, and his past performance in connection with
     the combination and integration of the Company's constituent entities, the
     Company will provide the Executive a special bonus equal to $68,500 per
     month beginning with January 2001 and ending after: (a) the


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<PAGE>

     first month in which the Executive has in fact realized S12 million or more
     in cash or immediately marketable securities on the transfer or sale of
     some or all of his stock in the Company, or (b) the second month after the
     Executive has an ability to sell Company stock in a market transaction
     unimpeded by the Bcom3 Stock Purchase Agreement or an underwriter's
     "lock-up" provision (whether or not the Executive takes advantage of such
     opportunity, or receives or entertains a formal offer to purchase such
     stock).

Confidentiality, Non-Compete and Non-Solicitation. Release, and other Formal
----------------------------------------------------------------------------
Provisions
----------

 .    Confidentiality: The terms, conditions and existence of this Management
     ---------------
     Transition Agreement are strictly confidential. The Executive agrees not to
     share this Agreement and the terms of this Agreement with anybody other
     than his immediate family and his professional advisers, the Board of
     Directors of the Company, and the Company's Chief Executive Officer, the
     Chief Operating Officer, and the Chief Legal Officer.

 .    Non-Compete and Non-Solicitation: Consistent with the terms of the EECA
     --------------------------------
     that has effect with respect to Leo Burnett, the Executive agrees that for
     a period of five years the Executive will not do any of the following,
     unless the Chief Executive Officer of the Company gives prior written
     consent upon such terms as the CEO shall deem appropriate:

     .    Directly or indirectly own, manage, operate, control, be employed by
          or be connected with the ownership, management, operation or control
          of:

          .    Any advertising agency or other marketing communications company
               (or holding company or subsidiary thereof) that is competitive
               with any part of the Company, including the Company and its
               operating units (excluding ownership of less than 1% of a
               company's publicly traded securities);

          .    Any client of the Company; or

          .    Any company or other entity selling products that compete with
               products of clients of the Company.

     .    Directly or indirectly, for the Executive's own benefit or for the
          benefit of any other person, firm or corporation:

          .    Solicit, for purposes of employment, either any employee of the
               Company or any employee of any client of the Company;

          .    Induce either any employee of the Company or any employee of any
               client of the Company to terminate such employment for purposes
               of becoming employed elsewhere;

          .    Interfere with the relationship either between the Company and
               its employees or between any client of the Company and its
               employees; or


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<PAGE>

          .    Otherwise hire or induce others to hire either any employee of
               the Company or of any client of the Company.

 .    Release: The Executive shall release and forever discharge the Company and
     its subsidiaries and affiliates, and their predecessors, successors,
     assignees, shareholders, officers, directors, employees, agents and
     attorneys, past and present (collectively, the "Released Entities"), from
     any and all claims, obligations, or causes of action (excepting a breach of
     this Agreement and failure to provide any vested benefit to which The
     Executive is legally entitled), of whatever kind, arising out any federal,
     state, or local statute, law, constitution, ordinance, regulation, or
     order, or in any way connected with any acts, omissions, practices, or
     policies which were or could have been asserted in connection with the
     Executive's employment with or termination of employment from the Company
     or its subsidiaries or affiliates, including, without limitation, any
     action under Title VII of the Civil Rights Act of 1964, as amended
     (including as amended by the Civil Rights Act of 1991), 42 U.S.C. (S)
     2000e et seq., the Age Discrimination in Employment Act, as amended
           -- ---
     (including as amended by the Older Workers Benefit Protection Act), 29
     U.S.C. (S) 621 et seq., the Vocational Rehabilitation Act of 1973, 29
                    -- ---
     U.S.C. (S) 793 et seq., the Americans With Disabilities Act, 42 U.S.C. (S)
                    -- ---
     12101 et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. 2601
           -- ---
     et seq.
     -- ---

          THE EXECUTIVE AGREES THAT THIS RELEASE IS GIVEN KNOWINGLY AND
          VOLUNTARILY AND ACKNOWLEDGES THAT:

          (a) THIS AGREEMENT IS WRITTEN IN A MANNER THAT HE UNDERSTANDS;


          (b) THIS RELEASE REFERS TO RIGHTS UNDER THE AGE DISCRIMINATION IN
          EMPLOYMENT ACT, AS AMENDED;

          (c) THE EXECUTIVE HAS NOT WAIVED ANY RIGHTS ARISING AFTER THE DATE OF
          THIS AGREEMENT;

          (d) THE EXECUTIVE HAS RECEIVED VALUABLE CONSIDERATION IN EXCHANGE FOR
          THE RELEASE OTHER THAN AMOUNTS EMPLOYEE IS ALREADY ENTITLED TO
          RECEIVE; AND

          (e) EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO
          EXECUTING THIS AGREEMENT.

 .    Covenant Not To Sue: The Executive shall not file any suit, claim or
     -------------------
     complaint in a court of law against the Company or any of its subsidiaries
     or affiliates arising out of, or related to, Employee's employment with the
     Company or any of its subsidiaries or affiliates, excepting (1) an action
     for breach of this Agreement; and (2) an action for failure to provide
     vested benefits to which Employee is legally entitled, if any. The
     Executive and the Company expressly consent that this Agreement shall be
     given full force and effect


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<PAGE>

     according to each and all of its terms and provisions. The Executive and
     the Company acknowledge and agree that this covenant not to file any suit,
     claim or complaint is an essential and material part of this Agreement and
     that without its inclusion, this Agreement would not have been reached by
     the parties. Should a court of competent jurisdiction find that the
     Executive or the Company has breached any of their respective covenants or
     agreements, then the Executive or the Company agree that the successful
     party shall be entitled to recover its reasonable attorneys' fees and costs
     relating to any suit, claim or charge brought by either party for breach of
     the covenants or agreements set forth in this Agreement.

 .    Nondisparagement: The Executive shall not engage in conduct or disclose any
     ----------------
     information to the public or any third party which (i) directly or
     indirectly discredits or disparages the Company or any of its operating
     businesses and/or their respective officers, directors, shareholders or
     clients; or (ii) is detrimental to the reputation, character, or standing
     of the Company and/or any of their respective officers, directors,
     shareholders or clients. The officers of the Company shall not engage in
     any conduct or disclose any information to any third party which (i)
     directly or indirectly discredits or disparages the Executive or (ii) is
     detrimental to the reputation, character or standing of the Executive.

 .    Taxes: The Executive will be responsible for all taxes imposed on the
     -----
     payments contemplated by this Agreement, and all payments will be paid to
     the Executive net of applicable withholdings that are required by law.

 .    Entire Agreement: Except as provided in this Management Transition
     ----------------
     Agreement, and such vested benefits as have previously accrued to the
     Executive, no other compensation will be payable to the Executive in
     respect of his relationship with the Company, unless otherwise agreed by
     the Company in writing.

 .    Governing Law: This Agreement shall be construed in accordance with the
     -------------
     laws of the State of Illinois.

 .    Headings: The headings used for the paragraphs of this Agreement are solely
     --------
     for the convenience of the parties and shall not have any other independent
     meaning or significance.


                                       5
<PAGE>

 .    Notices: Notices shall be in writing and shall be addressed in the
     following manner:

     If to Executive, to the address shown here:

     Rick Fizdale
     999 East Lake Shore Drive
     Chicago, IL 60611

     And if to Bcom3, to the address shown here:

     Bcom3 Group, Inc.
     35 West Wacker Drive
     Chicago, IL 60601
     Attn: Chief Legal Officer

 .    Enforceability: The invalidity in whole or in part of any provision of this
     --------------
     Agreement shall not affect the validity of any other provision.


IN WITNESS WHEREOF, the parties hereto confirm agreement by the signatures shown
below.



EXECUTIVE:
/s/ Richard B. Fizdale                      Myrna F. Phillips
-----------------------------------        -----------------------------------
                                           WITNESS
Richard B. Fizdale
-----------------------------------
Print Name

Date  12/22/00                             Date:  12/22/00
     ------------------------------             ------------------------------


Bcom3 Group, Inc.:


By: /s/ Christian E. Kimball                /s/ Janet L. Bice
   --------------------------------        -----------------------------------
                                           WITNESS

 Christian E. Kimball
-----------------------------------
Print Name

Its: Secretary and Chief Legal Officer
    ------------------------------------

Date   21 Dec 2000                         Date: 12/21/00
     ------------------------------             ------------------------------



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