ex4_11.htm


    
      

    

    Exhibit
4.11

     

    [THOMSON
REUTERS LETTERHEAD]

     

    November
26, 2008

    


    


    Mr.
Thomas H. Glocer

    President
and Chief Executive Officer

    Thomson
Reuters

    3 Times
Square

    New York,
NY 10036

    


    


    Dear
Tom,

    


    I am very
pleased that you have accepted the position of Chief Executive Officer of
Thomson Reuters (the "Company") effective April 17, 2008.

    


    As
approved by the Board of Directors, your annual base salary, effective
retroactively to April 1, 2008, is $1,550,000.00, less applicable withholdings.
Effective April 1, 2008, you are a participant in the Thomson Reuters Management
Incentive plan (“MIP”) with a target of 200% of earned salary and you will
participate in the Long-term incentive program (“LTI”) at the target of 250% of
earned salary.

    


    In
addition to the direct compensation indicated above, you will also be eligible
for an executive physical examination each year at the Mayo Clinic of your
choice or the Hackensack University Executive Health Center.  Thomson
Reuters also will continue to pay the costs for tax services related to your
service in the United Kingdom.  You will be eligible for all other
general employee benefits including group medical and dental coverage for
yourself and your family, life insurance, short and long term disability
coverage, 401(k) participation, and participation in the Deferred Compensation
Plan (DCP). Your entitlement to paid vacation remains unchanged. Stephen Dando
will work with you regarding company support for your relocation from London to
New York and we will develop a separate agreement for those terms.

    


    While it
is my expectation that you will enjoy a long, successful career at Thomson
Reuters, I also want to confirm the payments and benefits to which you will be
entitled in the event your employment is terminated prior to your attainment of
age 62 ("Normal Retirement Age") by Thomson Reuters without “Cause" or by you
for “Good Reason”, both of which as defined below. For purposes of this letter,
the effective date of termination is referred to as the "Effective Date". The
payments and benefits are described below.

    


    
      	
              1.  

            	
              Commencing
      on the Effective Date, you will be paid twenty-four (24) months' base
      salary in effect as of the Effective Date, payable over such 24-month
      period in accordance with the payroll practices of Thomson
      Reuters.  The period with respect to which you are paid base
      salary under this paragraph 1 shall be referred to as the "Payment
      Period".

            


    

    


    
      	
              2.  

            	
              So
      long as you remain unemployed during the Payment Period, you will continue
      to receive group medical and dental insurance benefits on the same basis
      as those available to you immediately prior to the Effective Date. Your
      active participation in all other employee benefits including, without
      limitation, participation in the Company's 401(k) plan, Deferred
      Compensation Plan, life insurance, short- and long-term disability,
      management incentive, and vacation and sick pay shall terminate as of the
      Effective Date, except that you will receive benefits in accordance with
      the terms of applicable plan documents. Upon your obtaining full-time
      employment or on the expiration of the Payment Period, whichever comes
      first, you will not be entitled to receive any employee benefits, except
      for group health coverage continuation in accordance with COBRA, and
      benefits in accordance with the terms of applicable plan documents
      (including, without limitation, vested 401(k) and DCP benefits, if
      any).

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.  

            	
              Any
      options granted under the Thomson Reuters Stock Incentive Plan will be
      calculated as though one hundred (100%) percent of the options granted but
      unvested as of the Effective Date were vested, and you shall have the
      opportunity to exercise all exercisable options within twelve (12) months
      after the Effective Date.

            


    

    


    
      	
              4.  

            	
              You
      will receive all Performance Restricted Stock Units (“PRSU”) granted under
      any long term incentive plans in which you participate in accordance with
      the terms of those plans as though you had been employed through the
      payment date. Any such PRSU shall be distributed to you when PRSU are
      issued to Thomson employees, but in no event later than March 15 of the
      year following the end of the applicable plan period.  In
      addition, all other equity awards not referred to in paragraph 3 or this
      paragraph 4 shall fully vest, and you shall receive payment pursuant to
      the terms of the applicable award.

            


    

    


    
      	
              5.  

            	
              Your
      Management Incentive Plan (MIP) bonus will be paid as follows: upon the
      expiration of the statutory revocation period in the release of claims in
      favor of Thomson Reuters referred to in subsection (c) below, you will be
      paid in a lump sum in an amount equal to the greater of (a) 50% of your
      target MIP bonus for the then-current year or (b) the amount determined by
      multiplying your target MIP bonus for the then-current year by a fraction,
      the numerator of which is the number of days you are employed by the
      Company in such year and the denominator of which is
  365.

            


    

    


    
      	
              6.  

            	
              Payments
      under numbered paragraphs 1-5 above shall be in lieu of any other
      severance payments to which you would otherwise be
      eligible.  All amounts payable hereunder are subject to all
      applicable tax withholdings.

            


    

    


    
      	
              7.  

            	
              To
      the extent that any “additional tax” under Section 409A of the Internal
      Revenue Code on any amount payable under this Agreement or any other
      Company plan, program or arrangement would be avoided by delaying payment
      for six (6) months after the termination of Executive’s employment with
      the Company, such payment shall be so
delayed.

            


    

    


    None of
the aforesaid paragraphs shall apply if (a) you shall voluntarily terminate your
employment other than for “Good Reason”, or (b) your employment shall be
terminated by reason of termination for “Cause", or (c) you do not sign a
release in favor of Thomson Reuters effective as of the Effective Date including
provisions regarding non-competition, non-solicitation, non-disparagement,
confidentiality, return of Company property, etc. that includes the provisions
set forth in Attachment A (but no other provisions that materially limit your
rights or entitlements).

    


    For
purposes of this letter, “Cause” shall mean your conviction of, or entry of a
plea of guilty or nolo contendre to a crime that constitutes a felony in the
United States or a crime in another jurisdiction that would fall within the
definition of a felony in the United States; theft, misappropriation or
embezzlement of Thomson Reuters funds; willfully engaging in any competitive
activity with Thomson Reuters as set forth in subsection (A) under "Non-Compete
Language" on Attachment A; or failure to follow the reasonable written
instructions of the Thomson Reuters Board of Directors, which if curable in each
case, is not cured by you within 30 days after written notice to you of
same.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    For
purposes of this letter, “Good Reason” shall mean your resignation within ninety
(90) days after the occurrence of one or more of the following actions taken by
Thomson Reuters without your written consent: (i) a demotion or material
diminution of your responsibilities (except during any periods when you are
unable to perform all or substantially all of your duties or responsibilities as
a result of your physical or mental incapacity) including, for the avoidance of
doubt, your removal from the Company's board of directors; (ii) a material
decrease in your base salary or a reduction in your target award under the MIP
or the LTI; (iii) a change in your principal place of employment to a location
more than 50 miles from its current location; or (iv) the Company’s failure to
timely pay any material amount or provide any material benefit due under the
Agreement or otherwise.  Notwithstanding the foregoing, no resignation
for Good Reason shall be effective unless and until you give Thomson Reuters
written notice of the reasons for a Good Reason resignation, and Thomson Reuters
fails to remedy the same within thirty (30) days thereafter.

    


    In the
event that any payment or benefit made or provided to or for your benefit in
connection with this Agreement or your employment with the Company or the
termination thereof (a “Payment”) is
determined to be subject to any excise tax (“Excise Tax”) imposed by Section 4999 of the
Internal Revenue Code (or any successor to such Section), the Company shall pay
you, prior to the time any Excise Tax is payable with respect to such Payment
(through withholding or otherwise), an additional amount which, after the
imposition of all income, employment, excise and other taxes, penalties and
interest thereon, is equal to the sum of (i) the Excise Tax on such Payment
plus (ii) any penalty and interest assessments associated with such Excise
Tax.  The amount and timing of any payment required by this paragraph
shall be determined in the first instance by a nationally-recognized independent
auditor (the “Auditor”) selected and paid
by the Company (who may be the Company’s usual auditor).  In all
events, any payment pursuant to this paragraph shall be made no later than
December 31 of the year next-following the year in which the related taxes are
remitted to the applicable taxing authority.

    


    This
letter and Attachment A represent the entire agreement of the
parties.  All prior understandings relating to the subject matter of
this letter (including, without limitation, your employment agreement with
Reuters Group plc dated March 9, 2007, whether oral or written, are hereby
superseded by this document.

    


    If the
aforesaid accurately reflects our understanding, please sign the enclosed copy
of this letter. The original is for your files.

    


    Yours
sincerely,


     

    
      /s/ W.
Geoffrey Beattie

      


      W.
Geoffrey Beattie

      


      Agreed to
and Accepted:

      


      
        
          
            
              	
                      /s/
      Thomas H. Glocer

                    	 
      	
                      12/5/08

                    	 
	
                      Thomas
      H. Glocer

                    	 
      	
                      Date

                    	 


            

          

        

      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
A

    


    


    Release
Language

    


    You
hereby irrevocably and unconditionally release and discharge Thomson Reuters,
and its  affiliates, officers, directors and employees from liability
for any claims that you may have against it and them in connection with your
employment by Thomson Reuters as of the date of your signing this release,
whether known or unknown to you, arising under or violations of federal, state
or local fair employment practices or other employee relations statutes
(including without limitation Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, the Americans with Disabilities Act of
1990 and the employment laws and regulations of the State and City of New York),
rule, executive order, law or ordinance, tort, express or implied contract,
public policy, or other  obligation. The release in this paragraph
does not apply to an action brought by you to enforce the terms of this letter
or your rights to indemnification or under any employee benefit plan, program or
arrangement.

    


    Thomson
Reuters and its affiliates, officers, directors and employees hereby release you
and your heirs, executors, administrators and assigns from liability for any
claims that they may have against you and them in connection with your
employment by Thomson Reuters as of the date Thomson Reuters signs this release,
whether known or unknown to the releasees, other than claims that would
constitute Cause as defined in the attached November 26, 2008 letter to you from
Geoff Beattie.

    


    Non-Disparagement,
Confidentiality, and Return of Property Language

    


    You agree
to treat as confidential and not to disclose any confidential materials or
information which you have learned or discovered, and will learn or discover,
during your employment by Thomson Reuters and their affiliates, including the
terms of this letter other than to your lawyer, financial advisor, your spouse,
and accountant with the understanding that they will maintain the
confidentiality thereof, except as otherwise required by law or in any judicial
or administrative process. You also agree to refrain from disparaging or holding
up to ridicule the name of Thomson Reuters and their affiliates, directors,
officers and employees. Thomson Reuters agrees to instruct the members of the
Thomson Reuters Board of Directors and the Thomson Reuters Executive Committee
to refrain from disparaging or holding up to ridicule your name. You represent
that you will return all materials and/or property of Thomson Reuters on or
before your separation date with the exception of the Blackberry, laptop, and
other computer equipment furnished to you by Thomson Reuters, which you may
keep.

    
        

        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    Non-Compete
Language

    


    You agree
that for the duration of the Payment Period, except as agreed in writing
by Stephen Dando or his successor, you will not, directly or indirectly, as a
proprietor, partner, employee, consultant, agent or otherwise:  (A)
Act in any capacity for or with Thomson Reuters' main competitors (the
"Competitors").  For purposes of this paragraph, Thomson’s Competitors
are Dun & Bradstreet; Reed Elsevier; Wolters Kluwer; and Bloomberg1;
(B) Act in any capacity for or with any of the Thomson Reuters Competitors, or
for or with any agents for any of Thomson Reuters Competitors, if in such
capacity you would, because of the nature of your position or role with such
Competitor or agent and your knowledge of Thomson Reuters trade secrets or
confidential information, inevitably use and/or disclose any of the Thomson
Reuters trade secrets or confidential information in your work for, or on behalf
of, the Competitor or agent; or (C) Cause any of the customers, employees,
consultants, suppliers or vendors of Thomson Reuters to cease or adversely
modify their relationships with Thomson Reuters.  Because of the
global nature of Thomson Reuters  business, it is agreed that the
restrictions set forth above shall apply in the State of New York, the
geographic regions that you worked in and were responsible for while employed by
Thomson Reuters, and any other geographic area (country, province, state, city
or other political subdivision) in which Thomson Reuters is engaged, or was
developing plans to engage in, or  was otherwise selling products or
services at the time you ceased working for Thomson Reuters.

      

    
      
        

      

      1    The
Company's board of directors may amend this list acting reasonably to add
additional main competitors and any such amendment shall be promptly
communicated to you no less than six months prior to the termination of your
employment.