AMENDMENT TO HAUPT EMPLOYMENT AGREEMENT



 





EXHIBIT 4.5



AMENDMENT (THE “AMENDMENT”) TO CEO EMPLOYMENT AGREEMENT

ENTERED INTO AS OF JANUARY 1, 2001 BETWEEN ROGER A. HAUPT AND

BCOM3 GROUP, INC.,

LEO BURNETT WORLDWIDE, INC. AND LEO BURNETT USA, INC.

(THE “AGREEMENT”)




     The Agreement shall hereby be amended as follows:



     1. Publicis Groupe S.A. shall become a party to the Agreement, effective
at the date of this Amendment. “Publicis Groupe S.A.” shall be added to the
first sentence of the Agreement , and, except as specifically provided below,
all references in the Agreement to “Bcom3 Group, Inc.” and “Bcom3” shall be
changed to “Publicis Groupe S.A.” as successor to Bcom3. In paragraph 1(c),
the reference to “Bcom3” shall be changed to “the Company.” References to the
“Bcom3 Stock Purchase Agreement” shall not be changed.



     2. Philadelphia Merger Corp., the entity into which Bcom3 Group, Inc. was
merged, shall be a party to the Agreement, and its name shall be added to the
first two paragraphs of the Agreement after “(‘LBW’)” and “LBW,” respectively.



     3. Except as specifically provided below, all references in the Agreement
to “Chief Executive Officer” or “CEO” shall be changed to “Chief Operating
Officer and Member of the Directoire” and, in paragraph 5(d)(i), reference to
“CEO of the ultimate parent company of a group of operating companies” shall
be changed to “Chief Operating Officer and Member of the Directoire of
Publicis Groupe S.A.” Notwithstanding the foregoing, the Executive shall have
the right to use the title “President and Chief Operating Officer” within the
United States.



     4. Paragraph 2(b) of the Agreement shall be deleted in its entirety and
replaced with the following:





	 	 	“The Executive shall report to the Chairman of the Directoire of Publicis
Groupe, S.A. The Executive shall be in charge of the following
businesses, and the Chief Executive Officers of such businesses shall
report directly to him: (i) Media Operations (Starcom MediaVest Group,
Zenith Optimedia Group); (ii) Publicis Healthcare Group (Nelson, Medicus,
THG, Klemtner); and (iii) SAMS. In addition, the Executive will be in
charge of the global IT function, and the Chief Information Officer of
Publicis Groupe S.A. shall report directly to him. The Chief Financial
Officer of Publicis Groupe S.A., who has global responsibility for Shared
Service Centers, shall work with the Executive with respect to the Shared
Service Center in the United States. The Executive will submit to the
Chairman of the Management Board his proposed strategies, budgets and
action plans for the units and functions reporting to him. Once the
strategies, budgets and action plans shall have been agreed upon, the
Executive shall work directly with the corporate staff of Publicis Groupe
S.A. on their implementation, keeping the Chairman of the Management
Board informed of progress and developments on a regular basis.”





     5. The following proviso shall be added at the end of paragraph 3(b) of
the Agreement: “; provided that, notwithstanding the foregoing, (i) the
Executive’s bonus to be paid for the year 2003 shall be not less than
$950,000, and (ii) the Executive’s bonus to be paid for the



 









 




year 2004 shall be not less than 100% of his salary for 2004 and shall be
agreed upon by the Company and the Executive no later than September 30,
2003.”




     6. In paragraph 3(f)(ii) of the Agreement, the reference to Arthur
Andersen LLP shall be changed to Ernst & Young, LLP and the defined term “AA”
shall be changed to “E&Y.” All references in the Agreement to “AA” shall be
changed to “E&Y.”



     7. A new paragraph 3(i) shall be added following paragraph 3(h) of the
Agreement and shall read as follows:





	 	 	“(i) All payments to the Executive (or his estate) made under the
Agreement will be treated by the Company and the Executive (or his
estate) as U.S. source income and shall be subject to such withholding as
is required by applicable U.S. federal, state and local tax law.”





     8. The first sentence of paragraph 5 of the Agreement shall be deleted in
its entirety and replaced by the following:





	 	 	“For purposes of this Agreement, the “Employment Term” shall be, unless
sooner terminated in accordance with the provisions of this Agreement,
the period from the date of this Agreement until December 31, 2004 (the
“End Date”), at which time the Executive’s employment shall terminate
unless no later than June 30, 2004 the parties agree in writing to extend
the Employment Term. The Executive nevertheless shall have the right to
terminate his employment on December 31, 2003 (the “Interim Date”),
provided that the Executive provides a Notice of Termination to the
Company by no later than September 30, 2003. If the Executive provides
this notice, the Company will not dispute his decision or attempt to
renegotiate the terms but will cooperate in effecting his departure.”





     9. Paragraph 5(c) of the Agreement shall be deleted in its entirety and
shall be replaced with the words “[Intentionally Left Blank]”.



     10. Paragraph 5(d)(ii) of the Agreement shall be deleted in its entirety
and shall be replaced with the words “[Intentionally Left Blank]”.



     11. At the end of paragraph 5(d) of the Agreement shall be added the
following sentence, “The Company and the Executive agree that the Executive
shall not have “Good Reason” to terminate the Executive’s employment hereunder
by virtue of consummation, prior to the date of this Amendment, of the
transactions contemplated by the Agreement and Plan of Merger among Publicis
Groupe S.A., Philadelphia Merger Corp., Philadelphia Merger LLC and Bcom3
Group, Inc. dated as of March 7, 2002 (the “Merger Agreement”), by virtue of
entering into this Amendment or by virtue of the Company taking any action to
implement this Amendment in accordance with its terms.



     12. Paragraph 5(e) of the Agreement shall be deleted in its entirety and
shall be replaced with the words “[Intentionally Left Blank]”.



     13. The parenthetical at the end of the second sentence of paragraph 5(f)
of the Agreement shall be deleted in its entirety.



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     14. The last sentence of paragraph 5(g) of the Agreement shall be deleted
in its entirety and replaced with the following: “If the Executive does not
give notice, the Company will not dispute his decision or attempt to
renegotiate the terms but will cooperate in effecting his departure.”



     15. The second sentence of paragraph 5(i) of the Agreement shall be
deleted in its entirety.



     16. The last sentence of paragraph 5(j) of the Agreement shall be deleted
in its entirety.



     17. The phrase “and the BCOM3 Stock Purchase Agreement” in the
parenthetical in the first paragraph of paragraph 6 of the Agreement shall be
deleted in its entirety and the phrase “and any severance plan, policy or
program maintained by Publicis Groupe S.A. or any of its subsidiaries” shall
be added in the same paragraph following the phrase “the LBU standard
severance policy or practice” and prior to the colon.



     18. The following clause shall be added as a new subparagraph (v)
following subparagraph (iv) of paragraph 6(a) of the Agreement:





	 	 	“(v) The entire account balance of the Executive under the Bcom3 Group,
Inc. CEO Deferred Bonus Plan and any other bonus deferral plan or
arrangement in which the Executive has participated.”





     19. Paragraph 6(b) of the Agreement shall be deleted in its entirety and
shall be replaced with the words “[Intentionally Left Blank]”



     20. In paragraph 6(c) of the Agreement, both the introductory clause and
the paragraph entitled “Payments” shall be deleted in their entirety and shall
be replaced with the following:





	 	 	“In the case of any of the following, namely (i) termination by the
Company of the Executive’s employment for any reason or for no reason and
whether with or without cause, (ii) termination by the Executive for Good
Reason, (iii) termination because of Death or Permanent Disability or
Retirement, or (iv) in the event that the Executive’s employment
terminates on the End Date or the Interim Date as provided in paragraph
5, then, in any such case:
	 
	 	 	“Payment: In addition to the payments described in (a) above, the Company
will pay to the Executive or to his estate a lump sum payment of
$4,750,000 (which amount the parties agree represents two times the sum
of (A) the Executive’s annual base salary as of the Date of Termination,
which is $950,000, and (B) the highest actual bonus paid to the Executive
in any one of the four years prior to the year in which the Date of
Termination occurs, which the parties agree was $1,425,000). Such lump
sum payment shall be made on the first or second business day following
the Date of Termination.
	 
	 	 	“No such payment shall be reduced by any amount the Executive may earn or
receive from employment or other source after the Termination Date.
Executive shall have no




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	 	 	obligation to seek other employment or otherwise to mitigate the
Company’s payment obligations.







	 	 	“In addition to such lump sum payment, the Company shall make such
additional Gross-Up Payment, if any, as is provided by paragraph 3(f).
	 
	 	 	“In consideration of the Executive’s entering into this Amendment and
thereby foregoing the right to obtain a substantially higher lump sum
payment from the Company incident to the Merger Agreement and the related
change in control, the Company, on behalf of itself and each of its
subsidiaries and affiliates, agrees that none of them will have any
direct or indirect claim (by offset or otherwise) against such lump sum
payment, and that neither the Company nor any such entity shall impose
any defense or excuse to payment, or bring any proceeding to attempt to
prevent such lump sum payment, regardless of the circumstances of the
Executive’s termination of employment, any breach or alleged breach by
the Executive of the Agreement or of any Company policy, or any other
fact or circumstance.
	 
	 	 	“Notwithstanding the foregoing provisions of this subparagraph captioned
“Payment,” the Company shall not be required to make such lump sum
payment in the event that, prior to the time such payment becomes due,
the Executive has been criminally convicted under the laws of the United
States or any state thereof of a felony involving dishonesty or fraud
perpetrated against the Company.”





     21. The paragraphs entitled “Benefits” and “Vesting” in paragraph 6(c) of
the Agreement shall not be affected by this Amendment. The paragraph entitled
“Stock” in paragraph 6(c) of the Agreement shall be deleted in its entirety.



     22. Paragraph 6(d) of the Agreement shall be deleted in its entirety and
shall be replaced with the following:





	 	 	“To avoid any doubt, except as specifically provided in this Agreement,
the Executive continues to be subject to the restrictive covenants of the
Bcom3 Stock Purchase Agreement.”





     23. References to “the then Chief Executive Officer of BCOM3” in
paragraph 7(c)(i)(C) and at the end of paragraph 7(c)(ii) of the Agreement
shall be changed to “the then Chief Executive Officer of Publicis Groupe S.A.”



     24. The penultimate sentence of subparagraph 7(c)(iii) of the Agreement
shall be deleted in its entirety and replaced with the following: “Nothing in
this subsection (iii) shall be construed as preventing the Company from
pursuing any and all other remedies available to it for breach of covenants
made in this paragraph 7(c), including (subject to the provisions of paragraph
6(c)) the recovery of money damages from the Executive.”



     25. The exception in the second sentence of paragraph 11 of the Agreement
shall be deleted in its entirety.



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     26. Paragraph 15 of the Agreement shall be amended to provide that
notices to the Company shall be sent to:



	 	 	 
	 

	 	Publicis Groupe S.A.
	

	 	133, avenue des Champs-Elysées
	

	 	75008 Paris, France
	 
	 	 
	

	 	Attention: General Secretary







     27. The first sentence of paragraph 20 of the Agreement shall be deleted
in its entirety and shall be replaced by the following: “Executive is or
shall become subject to all Company employee and executive plans and
agreements including, without limitation, the Conflict of Interest policy (as
it existed prior to the closing under the Merger Agreement) and Bcom3’s Stock
Purchase Agreement (restrictive covenants only).”



     28. Paragraph 22 of the Agreement shall be amended in its entirety to
read as follows:





	 	 	“Obligation of the Company: Each of Publicis Groupe S.A., LBW,
Philadelphia Merger Corp. and LBU shall be jointly and severally liable
to the Executive for all obligations of the Company or any of Publicis
Groupe S.A., LBW, Philadelphia Merger Corp. or LBU under this
Agreement.”





     29. A new paragraph 23 shall be added to the Agreement which shall read
as follows:





	 	 	“Announcements: The Company and the Executive will jointly approve any
public or internal announcements by the Company or its affiliates with
respect to the Executive, his role or changes in his role or the
termination of his employment. All other statements and comments will be
consistent with the approved announcements.”





     30. Except as expressly otherwise provided in this Amendment, all other
provisions of the Agreement shall remain in force and effect.



     IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
on this 26th day of March 2003.



	 	 	 
	PUBLICIS GROUPE S.A.
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	/s/ Maurice Lévy




	 	/s/ Roger A. Haupt


	Maurice Lévy

	 	Roger A. Haupt
	Président du Directoire
	 	 







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	LEO BURNETT WORLDWIDE, INC.
	 	 
	 
	 	 
	 
	 	 
	/s/ Maurice Lévy                                                                                            
]


	 	 
	 
	 	 
	PHILADELPHIA MERGER CORP.
	 	 
	 
	 	 
	/s/ Maurice Lévy



	 	 








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