EX-4.10



 






EXHIBIT 4.10




ANNUITY AGREEMENT



 



AGREEMENT, dated as of January 1, 2005, between Saatchi & Saatchi North America, Inc., a company
incorporated in Delaware, United States of America (the “Company”), and Kevin Roberts (the
“Executive”).



WITNESSETH



WHEREAS, the Executive is a valued employee of the Company; and



WHEREAS, the Executive and the Company have entered into a new Employment Agreement made with
effect from January 1, 2005 (the “Employment Agreement”); and



WHEREAS, the Company is desirous of inducing the Executive to remain in the Company’s employ until
December 31, 2008; and



WHEREAS, the Company and the Executive wish to terminate the Executive’s Pension Agreement of
November 30, 2002, and replace it with this Agreement.



NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto agree as
follows:





	1.	 	Amount of Payments






	 	(a)	 	The Company will unconditionally pay to the Executive or his executor(s),
administrator(s) or legal representative(s), cash payments in the following amounts
on the following dates:





	 	 	 	 	 
	Last working day in November, 2005
	 	US$	1,154,000	 
	Last working day in November, 2006
	 	US$	1,154,000	 
	 
	 	 	 
	 
	 	US$	2,308,000	 
	 
	 	 	 






	 	(b)	 	Subject to the terms and conditions of this Agreement, and except as
provided in section 2 below, the Company will pay to the Executive or his
executor(s), administrator(s) or legal representative(s), cash payments in the
following amounts on the following dates (each a “Payment”):





	 	 	 	 	 
	Last working day in June, 2007
	 	US$	1,275,000	 
	Last working day in June, 2008
	 	US$	1,275,000	 
	Last working day in June, 2009
	 	US$	1,275,000	 
	 
	 	 	 
	 
	 	US$	3,825,000	 
	 
	 	 	 






	2.	 	Employment terminated by the Executive other than for Good Reason or by the Company for Cause
	 
	 	 	In the event that before December 31, 2008, the Executive voluntarily terminates his
employment with the Company and its subsidiaries and affiliates, other than for Good
Reason (as defined in the Employment Agreement), or the Company terminates the Executive’s
employment for Cause (as defined in the Employment Agreement), each




 









 





2


	 	 	remaining Payment
under section 1(b) shall be adjusted equally (but not below zero) so that the total of all
payments (including those previously made under section 1(b)) shall equal the amount of
the total Payments set forth in section 1(b) of this Agreement
multiplied by a fraction, the numerator of which is the number of months the Executive has
remained in the employ of the Company beginning on October 1, 2005 until the date of such
termination, and the denominator of which is 39.
	 
	3.	 	Employment terminated by the Company other than for Cause or by the Executive for Good Reason
	 
	 	 	In the event that before December 31, 2008, the Company or the Executive terminates the
Employment Agreement in the circumstances to which paragraph Second C.1 or paragraph
Second D.1 of that agreement applies, then the amount of the Payments set forth in section
1(b) of this Agreement shall be unchanged and the Company will pay to the Executive or his
executor(s), administrator(s) or legal representative(s), each Payment at its due date as
set out in section 1(b).
	 
	4.	 	Miscellaneous






	 	(a)	 	This Agreement is in consideration for and shall be deemed to form part of
the Employment Agreement.
	 
	 	(b)	 	This Agreement, together with the Employment Agreement, contains the entire
understanding between the parties hereto with respect to the subject matter hereof
and may not be modified or amended except in a writing signed by the parties hereto.
Neither this Agreement nor any rights hereunder may be assigned by the Executive,
except that upon the death of the Executive, the Executive’s rights under this
Agreement shall be transferred in accordance with law to the Executive’s executor(s),
administrator(s) or legal representative(s). This Agreement:






	 	(i)	 	shall be binding upon and shall inure to the benefit of
the Company, the Company’s successors and assigns, and the Executive and his
administrator(s), executor(s), and legal representative(s); and
	 
	 	(ii)	 	has been made under and shall be governed by and
construed in accordance with the laws of the State of New York, excluding
its conflict of law rules, and the parties submit to the non-exclusive
jurisdiction of the courts of the State of New York.






	5.	 	Tax
	 
	 	 	Withholding tax will be deducted from the Payments, if appropriate.
	 
	6.	 	Termination of Prior Agreements
	 
	 	 	This Agreement supersedes all prior agreements with respect to the subject matter hereof.
Without limiting the generality of the foregoing, the Executive’s Pension Agreement of
November 30, 2002 shall terminate with effect from January 1, 2005, and no liability shall
attach to the Company for the early termination of such Pension Agreement. The Executive
acknowledges that he has previously been paid all amounts owed to him to date under such
Pension Agreement.
	 
	7.	 	Time of Payments
	 
	 	 	Amounts payable to the Executive by the Company under this Agreement shall be paid on the
date on which they fall due. Any payment not paid by that time shall accrue interest from
the due date through to the date it is actually paid to the Executive at the




 









 





 3


	 	 	short-term
applicable federal rate provided for in Section 7872(f)(2)(A) of the US Internal Revenue
Code of 1986, as amended, as in effect on the due date, plus two percent (2%), but not in
excess of the highest applicable legal rate.




IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first
written.




SAATCHI & SAATCHI NORTH AMERICA, INC.





			
	By	 	/s/ William
Cochrane
 

Chief Financial
Officer









KEVIN ROBERTS




/s/ Kevin Roberts



 




Kevin Roberts