Employment Agreement between Bcom3 Group, Inc. and Beth Reeves as Global HR Director

Summary

This agreement is between Bcom3 Group, Inc. and Beth Reeves, appointing her as Global HR Director and Executive Vice President starting October 30, 2000. Reeves will receive a $100,000 signing bonus, a $400,000 annual salary, and eligibility for incentive and long-term option programs. The agreement outlines bonus structures, vacation, severance, and benefits, including provisions for change in control and termination. Reeves is entitled to standard executive benefits and support, with all compensation subject to applicable taxes. The agreement is signed by both parties and details key employment terms and conditions.

EX-10.17 5 dex1017.txt EMPLOYMENT AGREEMENT - REEVES EXHIBIT 10.17 Beth Reeves Global HR Director Executive Vice President b|com/3/ Job Description Global HR Director Executive Recruiting and Compensation Succession Planning People Strategy Reporting Direct to b|com/3/ CEO. Start Date 30 October 2000 Signing Bonus $100,000 immediately (subject to withholding), subject to "earn-out" over 20 months at $5,000 per completed month of employment, unless terminated by the company without cause. Compensation Salary: $400,000 per year, paid in twice-monthly installments according to the standard Leo Burnett USA payroll system. Incentive: Bonus of $35,000 related to 2000, payable in 2001 when incentive bonuses are paid to Leo Burnett USA officers and executives. No other bonus ("target" or "incentive" or "profit participation") for 2000. Beginning in 2001, participate in the b|com/3/ incentive/bonus program (to be determined). The likely parameters include a target level of 40% (in a program designed to deliver target level 60% of the time, minimal incentive 20% of the time, and as much as double the target level 20% of the time), with part of the criteria based on b|com/3/ performance and part based on individual performance. Long-term Incentive: Participate in the b|com/3/ long-term incentive (i.e., option) program. There will be a one-time pre-IPO option grant equal to 2 to 3 times an annual option grant, and additional annual options grants post-IPO. Options are likely to be subject to three-year vesting, accelerated upon normal retirement or termination by the company without cause. Note: Pre-IPO options are extremely difficult to value. However, as an indication of the level of participation, the pre-IPO grant is likely to represent a total exercise price on the order of one year's base salary. Change in Control The Company is considering the adoption of Change in Control benefits for key executives. The Change in Control benefit will be the same for all key executives of the Company (including you, but not necessarily including the CEO). The terms of the Change in Control benefit cannot be specified or guaranteed, and are, in any event, subject to Board approval. However, the Change in Control benefit is expected to provide for "market normal" compensation in the case that a key executive is terminated or constructively terminated in connection with a Change in Control. The definition of a "Change in Control" for purposes of the general plan for key executives is subject to further discussion and Board approval. However, the following shall constitute a "Change in Control" for you, even if some such event would not be a "Change in Control" under the general plan for key executives: "Change in Control" means the occurrence of one or more ------------------ of the following events at any time on or before December 31, 2005: (1) if any "person" or "group" (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than a Company employee benefit plan or a trustee or other administrator or fiduciary holding securities under a Company employee benefit plan or any voting trustee under the Voting Trust Agreement (an "Exempt Person"), is or becomes the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Bcom3 representing one-third or more of the combined voting power of Bcom3's then outstanding securities; or (2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new directors whose election by the Board or nomination for election by Bcom3's stockholders was approved by at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election was previously so approved, or who were elected by Dentsu, cease for any reason to constitute a majority thereof; or (3) the stockholders of Bcom3 approve a merger or consolidation of Bcom3 with any other corporation, other than a merger or consolidation (A) which would result in all or a portion of the voting securities of Bcom3 outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or a direct or indirect parent of the surviving entity) more than two-thirds of the combined voting power of the voting securities of Bcom3 or such surviving entity (or direct or indirect parent of such surviving entity) outstanding immediately after such merger or consolidation or (B) by which the corporate existence of Bcom3 is not affected and following which Bcom3's directors retain their positions with Bcom3 (and constitute at least a majority of the Board); or (4) the stockholders of Bcom3 approve a plan of complete liquidation of Bcom3 or an agreement for the sale or disposition by Bcom3 of all or substantially all Bcom3's assets, other than a sale to an Exempt Person. Vacation Four weeks vacation per year. "Earned" over time for compensation/termination calculations, but may be taken as needed (around Christmas in 2000, for example). Termination Three months notice is expected for any voluntary Resignation termination or resignation. Except to the extent a Change in Control provision applies, severance will follow the Leo Burnett USA policy (which includes a minimum 6 months severance for an EVP), but extended up to 12 months to the extent necessary to bridge to a new job. Retirement and Leo Burnett USA plans apply, as if an Executive Vice Other Benefits President of Leo Burnett USA. See the attached schedule. (Technically, this position is as a Leo Burnett USA employee, so all employee plans and benefits of Leo Burnett USA apply except as specifically modified.) Support Office and secretarial support will be provided in the b|com3 offices in Chicago. Reasonable business expenses will be paid or reimbursed according to the Leo Burnett USA business expense and reimbursement policies and practices, including overnight accommodations in Chicago (hotel or corporate apartment) in the unusual case of a very late working night. Taxation All payments are subject to federal, state and local income tax and withholding according to applicable law. For the company: /s/ Christian E. Kimball ------------------------------------------- Christian E. Kimball Chief Legal Officer and Corporate Secretary Bcom3 Group, Inc. Acknowledged: /s/ Elizabeth Reeves -------------------------------------------