EMPLOYMENT AGREEMETN



 





EXHIBIT 4.8



EMPLOYMENT AGREEMENT




dated September 8, 2002




between




SAATCHI & SAATCHI NORTH AMERICA INC.




And




ROBERT L. SEELERT




 









 








EMPLOYMENT AGREEMENT




     Employment Agreement dated as of September 8, 2002 between SAATCHI &
SAATCHI NORTH AMERICA, INC., a corporation organized and existing under the
laws of the State of Delaware, having its principal place of business at 375
Hudson Street, New York, New York 10014 (the
“Company”) and ROBERT L. SEELERT,
residing at 51 West Road, New Canaan, Connecticut 06840 (the
“Executive”)



R E C I T A L S




     The Company wishes to employ the Executive, and the Executive wishes to be
employed by the Company, on the terms and conditions herein contained.



     1. Employment



     The Company employs the Executive, and the Executive accepts such
employment, upon the terms and conditions hereinafter set forth.



     2. Term of Employment



     Except as provided in the last sentence of this Section 2, the Executive’s
employment with the Company pursuant to this Agreement shall begin as of 8
September 2002 (the “Commencement Date”) for an initial fixed period of five
years, and thereafter unless and until terminated by either party serving on
the other not less than 30 days’ notice in writing such notice to be effective,
as specified therein, at any time on or after the fifth anniversary of the
Commencement Date. The period from the Commencement Date to the date the
Executive’s employment under this Agreement terminates shall constitute the
“Term of Employment”. The Term of Employment shall end upon the Executive’s
death.



     3. Duties



     3.1 During the Term of Employment, the Executive shall serve as Chairman
of the Company. The Executive’s principal place of employment shall be at the
Company’s New York City offices (subject to the travel requirements of the
position of Chairman of the Company).



     3.2 The Executive shall devote his best efforts and shall devote up to 60
days each calendar year to the business and affairs of the Company, and shall
perform such duties and responsibilities as are customary for an executive in
his position.



     3.3 Notwithstanding the provisions of paragraphs 3.1 and 3.2, at any time
after September 8, 2004 either party may elect, by serving on the other not
less than 30 days’ notice in writing, such notice to be effective as specified
therein at any time on or after such 30-day period, to terminate the
Executive’s services as Chairman of the Company, in which event the Executive
shall resign his position as Chairman and shall thereafter serve as Chairman
Emeritus of the Company for the balance of the Term of Employment (such period
is referred to herein as the “Emeritus Period”). During the Emeritus Period,
the Executive shall devote such time, and



 









 







shall perform such duties and responsibilities, as the Executive and the
Company shall mutually agree from time to time.



     4. Compensation



     During the Term of Employment, the Company shall pay and/or provide to
Executive, and the Executive shall accept, for his services to the Company, the
following compensation and benefits:



     4.1 Salary



     A
base salary (the “Salary”) at the annual rate of at least $300,000 per
year, payable in accordance with the Company’s standard payroll practices in
effect at such time as said Salary is paid, but not less often than monthly,
provided, that the Salary shall decrease to the annual rate of $25,000 per year
effective upon the commencement of the Emeritus Period.



     4.2 Other Benefit Plans and Fringe Benefits



     The Executive shall be eligible to participate or to continue to
participate in all employee benefit plans (other than any bonus plan) which the
Company or its affiliates maintain for its employees, and those which it shall
make available to its senior executive officers generally, according to the
terms of said plans; provided, that the Executive shall not be entitled to
become a member of any new share-based incentive plan which Publicis Groupe
S.A. (the “Parent”) shall establish or make available to employees or
executives of the Company or its affiliates following the Commencement Date;
and provided, further, that this exclusion shall not affect the options to
acquire shares in the Parent currently held by the Executive. The Executive
shall be entitled to all fringe benefits (other than any bonus plan or the
share-based incentive plan of the Parent referred to above) for which his
status and level of employment qualify him in accordance with the usual
policies and arrangements of the Company, or in accordance with the policies
and arrangements of any other United States subsidiary of the Company or the
Parent to the extent that the level of the Executive’s benefits thereunder
would exceed those provided under the policies and arrangements of the Company.



     4.3 Retirement Benefits



     The
Company shall continue to maintain a reserve account (the
“Account”)
on its books on behalf of the Executive. On the last day of each fiscal
quarter commencing with the Commencement Date (if the last day of a fiscal
quarter) or with the fiscal quarter next following the Commencement Date, and
continuing until the commencement of the Emeritus Period, the Account shall be
credited with an amount equal to a percentage of the Executive’s then-current
Salary as follows: for the fiscal quarter in which the Commencement Date occurs
and for each fiscal quarter thereafter, 6.25% of the Executive’s then-current
Salary.



     The balance of the Account shall be credited each quarter with compound
interest at the rate of 8% per year. The Company shall deliver to the Executive
a statement, at least once each year, setting forth the balance of the Account
as of the preceding December 31. Upon the termination of the Term of
Employment, the balance of the Account shall be calculated (as of the last day
of the month in which such termination occurs) and such amount shall be paid to
the



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Executive in a lump sum as soon as practicable, but in any event within 30
days of the date of such calculation.



     4.4 Perquisites



     The Executive shall be provided with an automobile suitable to his
position with the Company and with one club membership.



     4.5 Expenses



     The Company shall pay or reimburse the Executive for all reasonable
travelling, hotel and other out-of-pocket expenses incurred by the Executive in
the performance of his services under this Agreement, provided, that the
Executive’s claims therefor are supported by the documentation required by the
Company in accordance with its usual practice. Without limitation, such
expenses shall include limousine transportation to and from work, first class
or business class air travel at the choice of the Executive, and spousal travel
to Conseil de Surveillance meetings of the Conseil de Surveillance of the
Parent.



     5. Continuation of Benefits; No Additional Severance



     5.1 Continuation of Benefits



     If the Company terminates the Executive’s employment for any reason, or if
the Term of Employment ends upon the Executive’s death, the Company shall
continue to provide the Executive (and his eligible dependents, if any) with
group health and (until the Executive’s death) life insurance benefits (or the
economic equivalent thereof) and the benefits referred to in paragraph 4.2 and
paragraph 4.3 (including, if applicable, the portion of the premium paid by the
Company for such coverage) in effect on the date of termination for the period
from the end of the Term of Employment until the later to occur of the
Executive’s and his spouse’s 65th birthday. Thereafter, the Executive (and his
spouse if the Executive pre-deceases her) shall have the right to participate
in all retiree medical plans made available by the Company to any retired
employee, regardless of whether the Executive’s term of service would render
him eligible for participation.



     5.2 No Additional Severance



     The provisions of this Agreement, together with the provisions of the
employment agreement among the Parent, the Company and the Executive effective
8 September 2000, shall be in lieu of, and shall supersede, the provisions of
any severance pay plan or policy maintained by the Company, the Parent and/or
any of its subsidiaries, and the Executive shall not, on termination of his
employment with the Company, be entitled to payment pursuant to any such plan
or policy.



     6. Covenant not to Compete, Confidentiality and Intellectual Property



     The Executive acknowledges that as a result of the services to be rendered
to the Company hereunder, the Executive will be brought into contact with many
confidential affairs of the Company and the Parent that are not readily
available to the public. The Executive further



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acknowledges that the services to be performed under this Agreement are of
a special, unique, unusual, extraordinary and intellectual character; that the
business of the Company and the Parent and/or its or their subsidiaries is
international in scope; that their services are marketed and performed
throughout the United States and other parts of the world; and that the Company
and the Parent and/or its or their subsidiaries compete with other
organizations that are or could be located in any part of the are world.



     6.1 Covenant not to Compete



     The Executive acknowledges that the services he will render to the Company
are of a special and unique character, any loss of which cannot adequately be
compensated by damages or an action at law. Therefore, (i) in view of the
unique value to the Company and the Parent of the services of the Executive for
which the Company has contracted hereunder, (ii) in view of the confidential
information obtained by, or disclosed to, the Executive as a consequence of his
employment or the retention of his services by the Company, (iii) as a material
inducement to the Company to enter into this Agreement and to pay the Executive
the compensation and additional benefits stated herein, and (iv) for other good
and valuable consideration, the Executive covenants and agrees that, while he
is in the Company’s employ, and for a period of 12 months thereafter, the
Executive will not, either directly or indirectly:



     6.1.1 attempt in any manner, or take any other action intended, to
persuade any client of the Company and the Parent or any of its or their
subsidiaries or affiliates to cease to do business or to reduce the amount of
business which any such client has customarily done or contemplates doing with
the Company and the Parent or any of its or their subsidiaries or affiliates,
whether or not the relationship between the Company and the Parent or its or
their subsidiaries or affiliates and such client was originally established in
whole or in part through the Executive’s efforts;



     6.1.2 employ or attempt to employ or assist or cause others to employ any
person who is then, and at any time during the year preceding the last day of
the Term of Employment was, an employee of the Company, the Parent or any of
its or their subsidiaries or affiliates, or take any other action intended to
have the effect of causing any such person to terminate his or her employment
or agency relationship with the Company or the Parent or any of its or their
subsidiaries or affiliates; provided, however, that the preceding limitations
shall not apply to any employee whose annual salary or compensation from the
Company or the Parent or its or their subsidiaries and affiliates was $70,000
or less in such preceding year, and such limitation may be waived by the
Company or the Parent; or



     6.1.3 render any advertising, marketing or merchandising services, other
than on behalf of the Company or the Parent or any of its or their subsidiaries
or affiliates, for or in connection with any client of the Company or the
Parent or any of its or their subsidiaries or affiliates. This paragraph 6.1.3
shall include the rendering of any advertising, marketing or merchandising
services by the Executive whether in association with or as a director,
officer, employee, trustee, consultant, advisor, independent contractor,
partner, co-venturer or investor (excluding any interest of the Executive
through investment of up to an aggregate of two percent (2%) in the equity or
debt securities or equivalent partnership interest of any person, except the
Company or the Parent, required to register under Section 12(b) or 12(g) of the
Securities



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Exchange Act of 1934) to or on behalf of any entity, or any affiliate or
subsidiary of such entity, conducting any business that competes with that of
the Company or the Parent or any of its or their subsidiaries or affiliates.



     As
used herein, the term “affiliate” shall mean, with respect to the
Parent or the Company, any entity with which the Parent or the Company or any
of its or their wholly-owned subsidiaries has a network membership agreement.



     This paragraph 6.1 shall not be deemed to preclude the Executive from
functioning as a director, senior executive officer, employee, trustee,
consultant, advisor, independent contractor, partner, co-venturer or Investor
to or on behalf of any entity that is not engaged principally in providing
advertising, marketing or public relations services for third parties, other
than any of the top 15 clients, based on revenues, of the Company or the Parent
(including its or their subsidiaries and affiliates) on the last day of the
Term of Employment, and any action taken by such entity shall not be deemed to
be a breach of this paragraph 6.1, provided that the Executive does not
participate in any decision to cease or reduce business as contemplated by
subparagraph 6.1.1.



     The Executive acknowledges that since the business of the Company and the
Parent together with its or their subsidiaries is International in scope and is
of a type that can be engaged in virtually anywhere, no meaningful geographic
limitation can be applied to the agreements made by the Executive in this
paragraph 6.1. Consequently, the Executive specifically intends for such
agreements to be enforceable against him world-wide and agrees that such
restrictions are reasonable as such.



     6.2 Confidentiality



     In consideration of the foregoing, the Executive agrees that he will not
divulge to anyone (other than the Company, the Parent and its or their
subsidiaries and affiliates or any persons employed or designated by the
Company and the Parent or as required to enable the Executive to perform his
duties hereunder) any confidential information concerning or relating to the
business or affairs of the Company, the Parent or its or their subsidiaries or
affiliates or any of their clients, including, without limitation, (1) all
types of trade secrets of the Company, the Parent or its or their subsidiaries
or affiliates, (2) business of the Company, the Parent or its or their
subsidiaries or affiliates and (3) methods of doing business that are
proprietary to the Company, the Parent or its or their subsidiaries or
affiliates, provided that, these restrictions shall not apply to materials,
documents, records or other information which have been made publicly available
prior to its disclosure by the Executive. The provisions of this paragraph 6.2
shall apply both during the Term of Employment and thereafter.



     6.3 Intellectual Property



     In further consideration of the foregoing, during the Term of Employment,
the Executive shall disclose to the Company and/or the Parent all ideas,
inventions and business plans developed by the Executive during such period
which relate directly or indirectly to the business of the Company, the Parent
or its or their subsidiaries or affiliates, including without limitation, any
process, operation, product or improvement which may be patentable or



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copyrightable. The Executive agrees that any of the foregoing will be the
property of the Company and/or the Parent and that he will, at the Company’s
and/or the Parent’s request and cost, do whatever is necessary to secure the
rights thereto by patent, copyright or otherwise to the Company and/or the
Parent.



     6.4 Return of Documents and Property



     The Executive shall upon termination of the Term of Employment immediately
deliver up to or at the direction of the Company all price lists, customer
lists, correspondence and other documents, papers, computer discs and other
such records and all property belonging to the Company, the Parent or any of
its or their subsidiaries or affiliates which may have been prepared by him or
have come into his possession in the course of his employment by the Company,
and the Executive shall not retain any copies thereof.



     6.5 Full and Continuing Enforceability



     The parties consider the restrictions contained in this paragraph 6 to be
fair and reasonable, and it is the desire and intent of the parties that the
provisions of this paragraph 6 shall be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. If any of the covenants contained in this
paragraph 6, or any part thereof, are held to be unenforceable because of the
duration of such provision, the area covered thereby, or for any other
over-inclusiveness, the parties agree that the duration of such provision or
the area covered thereby or such other over-inclusiveness shall be
automatically reduced to the maximum scope permitted by law, and that, in its
reduced form, said provision shall then be fully enforceable, provided that,
such reduction shall only apply with respect to the operation of this paragraph
6 in the particular jurisdiction in which such adjudication is made, and,
provided further, that, if no such reduction is possible, such provision shall
be omitted from this Agreement. Notwithstanding that the Executive’s
employment by the Company may expire or be terminated, this Agreement shall
continue in full force and effect insofar as is necessary to enforce the
covenants and agreements of the Executive contained in this paragraph 6.



     6.6 Equitable Remedies



     The parties acknowledge and stipulate that, since the Company may be
irreparably damaged if any of the provisions of this paragraph 6 are not
specifically enforced, in the event of a breach or threatened breach of any
such provisions by the Executive, monetary damages shall be an inadequate
remedy therefor; accordingly, in addition to any legal relief that may be
available to it, the Company shall be entitled to equitable remedies,
including, without limitation, the remedies of specific performance and
injunctive relief, with respect to the enforcement of such provisions, without
a showing that monetary damages will not provide an adequate remedy and without
being required to post a bond.



     7. Insurance



     The Company and Parent agree to use their respective best efforts to
obtain a directors and offers liability insurance policy covering the Executive
in respect of his membership of the Board and of the Conseil de Surveillance of
the Parent, and to maintain such policy during



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the Term of Employment (and for so long thereafter as is practicable in
the circumstances taking into account the availability of such insurance).



     8. Waiver



     The failure of any party to this Agreement to enforce or insist upon
strict compliance with any of the provisions of this Agreement shall not be
deemed a waiver thereof. No provision of this Agreement shall be deemed to have
been waived or modified unless such waiver or modification shall be in writing,
designated as a waiver, and signed by all parties hereto. Any waiver or
relinquishment of any right or power hereunder at any one or more times shall
not be deemed a waiver or relinquishment of such right or power at any other
time or times.



     9. Assignment



     This Agreement is a personal contract, and except as specifically set
forth herein, the rights and interests of the Executive herein may not be sold,
transferred, assigned, pledged or hypothecated, and any purported sale,
transfer, assignment, pledge or hypothecation in violation hereof shall not be
valid or binding on the Company, and in the event of any such purported sale,
transfer, assignment, pledge or hypothecation, the Company shall have no
further liability for payments hereunder. This Agreement shall be assignable
by the Company only to any corporation or other entity resulting from the
reorganization, merger or consolidation of the Company with any other
corporation or entity or any corporation or entity to or with which the
Company’s business or substantially all of its business or assets may be sold,
exchanged or transferred, and it must be so assigned by the Company to, and
accepted upon it as binding by, such other corporation or entity in connection
with any such reorganization, merger, consolidation, sale, exchange or transfer
(the provisions of this sentence also being la applicable to any successive
such transaction). This Agreement shall inure to the benefit of and be binding
upon the parties hereto, their heirs, executors, administrators, successors and
assigns, including any successor to the Company by merger or consolidation or a
statutory receiver or any other person or firm or corporation to which all or
substantially all of the respective assets and business of the Company may be
sold or otherwise transferred.



     10. Notices



     10.1 Any notice to be given concerning this Agreement shall be given in
writing and sent by reputable overnight courier service and either:



     10.1.1 sent by certified or registered mail, return receipt requested,
postage prepaid;



     10.1.2 hand delivered to the recipient personally; or



     10.1.3 sent by facsimile.



     The date of the giving of any notice shall be deemed to be the day after
said notice was given to the reputable courier service as indicated by the
records of such courier service. Hand delivery of any notice to the Company
shall be delivered to the Company’s Chairman, Chief Financial Officer or
Secretary personally or to an administrative assistant for any such person.



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     10.2 Notice by mail or courier service shall be sent as follows:




if to the Executive:




51 West Road

New Canaan, Connecticut 06840




with a copy to:




Kaye Scholer LLP

425 Park Avenue

New York, New York 10022

Att: Lynn Toby Fisher, Esq.




If to the Company:




Saatchi & Saatchi SSNA, Inc

375 Hudson Street

New York, New York 10014

Att: General Counsel



     10.3 By giving notice to the other parties, any party hereto may, from
time to time, designate (i) a different address to which notice by mail or
courier service to such party shall be sent and/or (ii) a different person to
receive notices.



     11. Governing Law; Jurisdiction



     This Agreement shall be deemed made under and shall be governed by the
substantive laws of the State of New York, excluding its conflict of laws
rules. The parties to this Agreement irrevocably submit themselves to the
jurisdiction of the state and federal courts within the State of New York with
respect to any cause of action arising under or relating to this Agreement or
the Executive’s employment by the Company.



     12. Severability



     If any provision contained in this Agreement (or any part thereof) is
construed to be invalid or unenforceable or deemed to otherwise be in conflict
with any applicable statute, rule, judicial interpretation binding on the
parties, regulation or ordinance, such provision shall be deemed to be modified
or altered to conform thereto or, if that is not possible, to be omitted from
this Agreement; and the invalidity of any such provisions shall not affect the
force, effect and validity of the remaining portions hereof, which shall be
given full effect without regard to the invalid portions.



     13. Damages



     In any action or proceeding relating to this Agreement with respect to
which damages are an adequate remedy, the parties agree that no damages other
than compensatory damages shall be sought or claimed by any party and each
party waives any claim, right or



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entitlement to punitive, exemplary, or consequential damages, or any
statutory damages, or any other damages of any kind or nature in excess of
compensatory damages, and any court is specifically divested of any power to
award any damages in the nature of punitive, exemplary, or consequential
damages, or any statutory damages, or any other damages of any kind or nature
in excess of compensatory damages.



     14. Entire Agreement



     Except as specifically provided in paragraph 5.2, this Agreement,
constitutes the entire understanding among the Company, the Parent and the
Executive as to the subject matter covered herein, and all prior understandings
and agreements are merged herein and succeeded hereby. The Company hereby
assumes the obligations under the indemnification agreement dated September
1997 between the Executive and Cordiant Compton Worldwide Inc., as though it
were the “Company” thereunder, and such agreement shall be binding on the
Company, mutatis mutandis.



     15. Captions



     Paragraph headings are for convenience of reference only and shall not be
considered a part of this Agreement.



     16. No other contracts



     The Executive represents and warrants to the Company that the Executive
has no contracts or agreements of any nature that the Executive has entered
into with any other person, firm or corporation that contain any restraints on
the Executive’s ability to perform his obligations under this Agreement.



     17. Compliance with Rules and Policies



     The Executive shall perform all services in accordance with the policies,
procedures and rules established by the Company and the board of directors of
the Company and the Conseil de Surveillance of the Parent. In addition, the
Executive shall comply with all laws, rules and regulations which are
applicable to the employees of the Company generally.



     18. Amendment



     No amendment, change, alteration or other modification of this Agreement
shall be made except in writing signed by all parties hereto.



     19. Withholding



     Any payments provided for herein shall be reduced by any amounts required
to be withheld by the Company under applicable United States federal, state or
local law. The Company agrees that, for tax purposes, the Executive is to be
in the same position he would be in if he were not subject to any non-United
States tax law or taxing authority, and agrees to make the Executive whole, on
an after tax basis, to the extent that he is not in such position with respect
to any United States tax year in the Term of Employment. The Executive agrees
that he



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will take all action necessary to reduce his tax liability in any tax
jurisdiction, including requesting a credit or refund from any such
jurisdiction, and, to the extent that, as a result of any such credit or
refund, the Executive is in a more favourable tax position than he would be if
he were not subject to any non-United States tax law or taxing authority, and
the Company has remitted amounts on his behalf to any such taxing authority
that gave rise to such credit or refund, the Executive shall remit the amount
of such credit or refund to the Company promptly upon the Executive’s receipt
thereof.



     20. Counterparts



     This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, and all of which shall constitute one
and the same instrument.



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
day and year first above set forth.



	 	 	 
	SAATCHI & SAATCHI NORTH AMERICA, INC.
	 	 
	 
	 	 
	By: /s/ William H. Cochrane

	 	/s/ Kevin Roberts, Sept. 16, 2002
	
 

	 	
 
	 
	 	 
	/s/ Robert L. Seelert
	 	 
	
 
	 	 
	ROBERT L. SEELERT
	 	 








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