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Sample Business Contracts

Employment Agreement - Grey Advertising Inc. and Barbara S. Feigin

Employment Forms

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  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
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                              EMPLOYMENT AGREEMENT



         AGREEMENT, made as of January 1, 1993, by and between GREY ADVERTISING
INC. ("Company"), a Delaware corporation having its principal office at 777
Third Avenue, New York, New York  10017, and BARBARA S. FEIGIN ("Executive"),
an individual residing at 535 East 86th Street, New York, New York  10028.

         WHEREAS, Executive is presently employed as Executive Vice President
of the Company; and

         WHEREAS, Executive has agreed to continue employment with the Company
on the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the foregoing and of the
respective agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:

         1.      Term. The term of this Agreement shall commence on
         the date hereof and shall end on December 31, 1995 (the "Term"), unless
         extended or sooner terminated as hereinafter provided. The Term shall
         be extended automatically on January 1, 1994 and on January 1, 1995
         for an additional period of each year in the event that the Company
         does not give Executive notice of non-extension on or prior to
         November 30, 1993 or November 30, 1994, respectively, as the case may
         be.

         2.      Employment. During the Term, the Company shall employ
         Executive, and Executive shall serve the Company, as an Executive
         Vice President of the Company or in such


<PAGE>   2
         other position (but not less senior) of the Company to which Executive
         shall be appointed from time to time by the Board of Directors of the
         Company (the "Board").

         3.      Duties. Executive shall perform such services and duties in
         the New York City metropolitan area (including reasonable travel
         consistent with a person of her position) as shall be reasonably
         assigned or delegated to her by the Board and/or the chief
         executive officer of the Company (the "Chief Executive Officer"),
         which shall, in any event, be consistent with her responsibilities as
         a senior executive officer of the Company. During her employment
         hereunder, Executive shall devote her full time to the performance of
         her duties hereunder.

         4.      Compensation and Employee Benefits.
        
                 (a)      Salary. During the Term, the Company shall pay to
         Executive a salary at an annual rate of $331,000 per year, or
         such greater sum as may from time to time be fixed by the Chief
         Executive Officer. Executive shall be entitled to a compensation
         review no less frequently than someone of her salary level and
         seniority in accordance with the policies of the Company in place at
         such time. Payments of salary shall be subject to such payroll
         deductions as are required by law or otherwise agreed to by Executive
         and the Company and shall be payable in such installments as are
         customary from time to time for executive officers of the Company.

                 (b)      Bonus Compensation. The Chief Executive Officer may,
         in his sole discretion, award Executive bonus compensation from
         time to time during the Term.




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                 (c)      Employee Benefits. During the Term, Executive shall
         continue to participate in all of the Company's compensation
         and benefit plans and programs, in each instance to the extent such
         plans and programs are available generally by their terms to employees
         of her seniority, office, nature of responsibilities and length of
         service. In addition, during the first twelve years pursuant to which
         benefits are payable to Executive in accordance with the terms of the
         Company's Senior Executive Officer Pension Plan, Executive shall be
         entitled to receive $50,000 per year in addition to the amounts
         otherwise payable to Executive pursuant to the terms of such Plan
         provided Executive is then entitled to receive a pension thereunder.

                 (d)      Expense Reimbursement. The Company shall reimburse
         Executive for ordinary and reasonable business expenses incurred
         by Executive on behalf of the Company in accordance with customary
         Company policies.

                 (e)      Vacation. Executive shall be entitled to the vacation
         time afforded to executive officers of her position and tenure,
         in accordance with the Company's general vacation policy.

                 (f)      Health Insurance Benefits. During the Term, and
         during any period subsequent thereto while Executive is either
         an employee of the Company or a consultant to the Company in
         accordance with Sections 1 and 6 hereof, but in no event beyond the
         later of (i) the date upon which Executive shall attain 65 years of
         age and (ii) the date upon which Executive shall cease to be an
         employee of or a consultant to the Company pursuant to Section 6 here-

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         of, the Company shall continue to provide Executive and her eligible
         dependents with full health insurance benefits under the Company's
         group plans on the same basis as are then available generally to
         senior executive officers of the Company.

                 (g)      Special Insurances. During the Term, the Company
         shall maintain in force at its cost (i) a policy of long-term
         disability income insurance on Executive's behalf as described
         on Schedule A to this Agreement (the "Disability Insurance Policy")
         and (ii) policies of life insurance on Executive's behalf as described
         on Schedule B to this Agreement (the "Life Insurance Policy"). The
         Disability Insurance Policy and the Life Insurance Policy to be
         obtained hereunder shall be in addition to any other insurance which
         may be maintained by the Company from time to time under
         Company-sponsored insurance benefit programs. The Company shall, in
         good faith, review the possibility of extending the Disability
         Insurance Policy or implementing a replacement policy upon its
         expiration. The review will take into account the cost of such a
         replacement policy at the time and other factors then deemed relevant
         by the Company or you.

                 (h)      ERISA Make-up. Commencing with respect to calendar
         year 1993 and for each completed calendar within the Term, the
         Company will accrue for Executive in an unfunded deferred compensation
         account, an amount equal to such amount as would have been allocated
         for each such year to Executive's account under the Company's Profit
         Sharing and Employee Stock Ownership Plans but for the limitation on
         contributions to qualified plans currently mandated under the Employee
         Retirement Income Security Act

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<PAGE>   5
         of 1976, as amended (as such current limitation amount may be adjusted
         in the future by reason of increasing the amount of compensatio in
         respect of which contributions may be made to qualified plans), less
         any amount so allocated to such plans. Allocations under thi paragraph
         shall thereafter be credited with a return equal to the return the
         contributions for each such year would have earned in the Fixed Income
         Fund of the Company's Profit Sharing Plan. Funds so allocated,
         credited and deferred shall be paid to you at such time as the funds
         in your account under the Company's Profit Sharing Plan are paid to
         you

         5.      Termination. Executive's employment under this Agreement may
         be terminated upon the occurrence of any one of the
         circumstances described in subsections (a), (b), (c) or (d) of this
         Section 5:

                 (a)      Death. This Agreement shall be terminated upon
         Executive's death. Upon such termination, the Company shall pay
         to the estate of Executive in a lump sum all amounts due to Executive
         which were earned pursuant to Section 4 hereof prior to Executive's
         death, such amount, to be paid within 30 days of such termination.

                 (b)      Disability. The Company may terminate Executive's
         employment hereunder at any time because of Disability and
         Executive shall be entitled to benefits under the terms of the
         Disability Insurance Policy and the Company's long term disability
         policy (if any) in effect from time to time. Upon such termination,
         the Company shall also pay to Executive in a lump sum all amounts due
         to Executive which were earned pursuant to Section 4


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<PAGE>   6
         hereof prior to the termination of Executive's employment
         hereunder because of Executive's Disability, such amount to be paid
         within 30 days of such termination. As used in this Agreement,
         "Disability" shall mean Executive's physical or mental incapacity
         which, in the reasonable, good faith determination of the Board,
         renders her incapable of carrying out her duties under this Agreement
         for a period of 120 calendar days in any six month period.

                 (c)      Cause. The Company may terminate Executive's
         employment hereunder for "Cause" in accordance with the
         procedure set forth in Subsection (e) of this Section 5. For purposes
         of this Agreement, "Cause" shall be defined as follows: (i) the
         repeated and willful failure by Executive, after warning,
         substantially to perform her duties hereunder (other than any such
         failure resulting from Disability), (ii) the willful engaging by
         Executive in any other conduct designed to be injurious, in any
         material way, to the reputation, business or business relationships of
         the Company, (iii) the conviction of Executive for any crime involving
         moral turpitude, fraud or misrepresentation, (iv) after notice, (a)
         drunkenness which affects Executive's ability to perform her
         obligations hereunder, or (b) the illegal use of drugs interfering
         with performance of Executive's obligations under this Agreement or
         (v) the knowing and willful violation, in any material way, by
         Executive of the provisions of Sections 7 or 8 hereof. If Executive's
         employment should be terminated by the Company for Cause, the Company
         shall have no further obligations to Executive hereunder following the
         date of termination; provided, however, that the Company shall pay or
         provide all vested or earned rights, payments, benefits and
         entitlements then


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<PAGE>   7
         due and payable to Executive including, without limitation, all
         amounts which were earned pursuant to Section 4 hereof prior to the
         date of Executive's termination of employment.

                 (d)      Change in Control. Following the occurrence of a
         "change in control of the Company" (as defined herein), if
         during the remaining portion of the Term (i) the Company terminates
         the employment of Executive other than for death, Disability or Cause
         or (ii) Executive terminates her employment within 90 days following a
         breach by the Company of any provision of Sections 2, 3 or 4 hereof,
         (x) all the unvested portions of any rights or benefits of Executive
         under any stock option or restricted stock plan of the Company or the
         Company's Senior Management Incentive Plan which Executive has as of
         the date of this Agreement (but not any option or restricted stock of
         the Company or any awards under the Company's Senior Management
         Incentive Plan, in either instance granted or made available after the
         date of this Agreement) shall vest; and (y) the Company shall pay
         Executive a lump sum an amount equal to three times the sum of (A) her
         annual salary in effect immediately prior to such change in control of
         the Company and (B) the most recent bonus paid to Executive prior to
         such change in control of the Company; provided, however, that if any
         portion of the payment under this Subsection (d) would not be
         deductible by the Company by reason of sections 280G and 4999 of the
         Internal Revenue Code of 1986, as amended (the "Code"), or any
         successor provisions thereto, such payment shall be reduced to the
         extent necessary so that the entire payment shall be deductible under
         said Code sections. Such payment, as shall be reduced or reserved


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         against to ensure its deductibility as contemplated above, shall be
         made within 30 days of an occurrence set forth in either sub-clause
         (i) or sub-clause (ii) in the previous sentence. For purposes of this
         Subsection (d), a "change in control of the Company" shall be deemed
         to have occurred if, and only if, Edward H. Meyer ("Meyer"), or the
         legal representative of Meyer's estate, if Meyer should not then be
         living, should sell all or substantially all of his shares of common
         stock of the Company to a person other than Executive (and/or related
         parties) or to the Company.

                 (e)      Notice of Termination. Any termination by the Company
         pursuant to this Section 5 shall be communicated to Executive
         by a written notice of termina- tion and, if curable, the action to be
         taken by Executive to cure the event or events giving rise to such
         termination by the Company and the Executive shall have a reasonable
         period of time to cure such event or events, which, except in unusual
         circumstances, shall be not more than 10 days. Such notice of
         termination shall be effective on the date on which such notice shall
         be deemed given in accordance with Section 10 hereof.

         6.      Consulting Period. Upon Executive's termination of employment
         with the Company, other than as a result of death, Disability
         or Cause, if Executive (i) shall then have attained 60 years of age or
         older and (ii) shall not then have accepted employment with another
         employer, then Executive shall immediately commence service as a
         consultant to the Company and shall thereafter continue as such a
         consultant until the earliest to occur of (A) the date upon which she
         shall have attained 65 years of age,


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<PAGE>   9
         or (B) the date upon which Executive becomes employed by another
         employer or (C) at Executive's election, such date as she determines
         to terminate her consulting arrangement with the Company (the
         "Consulting Period"). If at the time of Executive's termination of
         employment Executive has not satisfied the conditions set forth in
         clauses (i) and (ii) of the preceding sentence hereof, she shall not
         be entitled to serve as a consultant to the Company. Dur-ing the
         Consulting Period, Executive shall be paid an annual retainer of
         $10,000, payable in equal monthly installments and subject to such
         payroll deductions as are required by law or otherwise agreed to by
         Executive and the Company. During the Consulting Period, Executive
         shall provide consulting services to the Company on such terms as are
         mutually convenient to Executive and the Company.

         7.      Trade Secrets. Executive acknowledges that from time to time
         she will have knowledge of business matters and affairs of the
         Company and its affiliates (collectively, the "Grey Group") not
         available to others, and that the work to be performed by her shall
         place her in a position of trust with respect to the clients and
         business operations of the Grey Group. Executive acknowledges that
         such information is a valuable trade secret and is the sole property
         of the Grey Group. Accordingly, Executive, other than in the course of
         performing her duties hereunder, shall not during the term of this
         Agreement, or at any time thereafter (unless the same shall have
         otherwise become public knowledge), reveal, divulge or otherwise make
         known any of said information to any person other than an officer or
         employee of the Company or such other person as the Board may
         designate.




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         8.      Non-Competition. So long as Executive is employed by the
         Company hereunder and for a perod of two years following Executive's
         termination of employment for any reason, Executive shall not:

                          (a)     persuade or attempt to persuade either
                   directly or indirectly) any client of the Grey Group to
                   discontinue using any marketing, advertising, pubic
                   relations or other services rendered by any member of the
                   Grey Group to any such client;

                          (b)     except in the performance of her normal and
                   proper job function for the Company, persuade or
                   attempt to persuade (either directly or indirectly) any
                   employee of any member of the Grey Group to terminate his or
                   her employment with such member of the Grey Group;

                          (c)     without the prior written consent of the
                   Company (which consent shall not be unreasonably
                   withheld) render (either directly or indirectly), other than
                   on behalf of the Company or any member of the Grey Group,
                   any services (of the nature performed or reasonably capable
                   of being performed by a member of the Grey Group) to or for
                   any client of a member of the Grey Group or any person, firm
                   or corporation which had been a client of any member of the
                   Grey Group at any time during the one-year period prior to
                   the termination of her employment hereunder;

                          (d)     solicit (either directly or indirectly),
                   other than on behalf of the Company or any member of
                   the Grey Group, any business (of the nature carried on or
                   reasonably capable of being carried on by a member of the
                   Grey Group) from any client of any member of the Grey Group,
                   or any person firm or corporation which had been a client of
                   any such member at any time during the one-year period prior
                   to the termination of her employment; or

                          (e)     whether as officer, director, employee or
                   consultant, be engaged in or


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<PAGE>   11
                 have any financial interest (other than an interest of less
                 than 1% of the stock of a publicly traded company) in or
                 affiliation with or render any services to or for any
                 advertising agency or public relations agency, or any other
                 person firm or organization which is in competition with any
                 member of the Grey Group;

         provided, however, that the provisions of Subsection (c) shall be
         applicable for six months following Executive's termination and of the
         provisions of Subsection (e) of this Section 8 shall not be applicable
         to Executive if her employment is terminated by the Company without
         Cause prior to expiration of the Term or pursuant to the Company
         issuing the notice contemplated in the last sentence of Section 2
         hereof.

         9.      Client Conflict Policy. Executive shall respect and abide by
         the Grey Group's client conflict policy as it may be in effect
         from time to time.

         10.     Notice. Any notice, advice or accounting to any party to this
         Agreement shall be sufficient if in writing and sent by
         certified mail, return receipt requested, to such party's respective
         address hereinabove provided or to such other address as may be
         designated in writing by such party from time to time. A copy of any
         notice given to Executive shall also be given to any legal counsel
         designated by Executive in writing to receive such a copy. Notice
         given in the manner herein provided shall be deemed to be given when
         personally delivered or, if mailed, three days after such mailing.




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         11.     Waiver. No provisions of this Agreement shall be waived,
         altered or amended, except in a writing signed by the parties
         hereto.  Any such waiver shall be limited to the particular instance
         and the particular time when and for which it is given.

         12.     Specific Performance. If Executive should fail to comply with
         the terms of Sections 7 or 8 hereof, the Company may enforce
         any right it may have by law for damages, and, in addition, shall be
         entitled, as a matter of right, to equitable or other injunctive
         relief against Executive to prevent her failing to comply with the
         provisions of Sections 7 or 8 hereof. Any rights under this Section 12
         may be enforced in the appropriate court in the Borough of Manhattan,
         City and State of New York.

         13.     Entire Agreement. This Agreement constitutes the entire
         agreement between the Company and Executive with respect to the
         subject matter hereof, supersedes any prior agreement(s) between the
         parties with respect to the same subject matter, and may be amended,
         modified or changed only by an agreement in writing signed by the
         parties hereto.

         14.     Severability. The provisions of this Agreement are severable
         and the invalidity of any one provision shall in no event
         affect the validity of any other paragraph, clause or provision
         whatsoever.

         15.     Governing Law. This Agreement shall be governed by, and
         construed in accordance with, the internal laws of the State of
         New York.



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         16.     Assignment. This Agreement shall be binding upon and shall
         inure to the benefit of the parties hereto and their respective
         successors, assigns, heirs and personal representatives; provided,
         however, that the services to be rendered by Executive hereunder are
         to be performed personally by Executive.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.





                                             ___________________________
                                             BARBARA S. FEIGIN



                                             GREY ADVERTISING INC.



(SEAL)                                       By_________________________
                                               Edward H. Meyer
                                               Chairman and
                                               Chief Executive Officer




Attest:


By_______________________





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