Free Share Plan for the Employees of. Publicis Groupe s International Subsidiaries

Transcription

1 Free Share Plan for the Employees of Publicis Groupe s International Subsidiaries As of December 1, 2011

2 This document contains the terms and conditions of the free share plan adopted by the Management Board of the French company Publicis Groupe (hereafter, the Plan ). Publicis Groupe is the parent company of the Publicis group of companies (the Group ). In this plan, we refer to this company as Publicis Groupe. The shares that are being granted in this plan are ordinary shares to be issued of Publicis Groupe. They are referred to in this Plan as Shares. 1. Purpose of the Plan Publicis Groupe wants to involve the employees of its subsidiaries in certain countries outside of France in the development of the Group. In accordance with the 22 nd resolution passed by the Extraordinary Shareholders Meeting dated June 7, 2011, the Management Board of Publicis Groupe has decided to make a free grant of newly-issued Shares to all employees of Publicis Groupe s subsidiaries in the following countries: Belgium, Brazil, Canada, Denmark, Finland, Germany, India, Italy, Mexico, Netherlands, Norway, Poland, Portugal, Spain, Sweden and UK and has fixed the terms of this grant (the Grant ). The Grant has been decided by the Management Board of Publicis Groupe and takes effect on December 1, 2011 (hereafter the Grant Date ). For the purpose of this Grant, the International Subsidiaries of Publicis Groupe are direct and indirect subsidiaries of Publicis Groupe established in one of the countries listed above. These are companies in which Publicis Groupe owns or controls directly or indirectly at least 50% of the share capital on the Grant Date. According to the Plan, eligible employees having a permanent employment relationship with an International Subsidiary of Publicis Groupe will be awarded the right to receive up to 50 free Shares. For eligible employees employed by a company in a country other than Italy or Spain, these free Shares are to be delivered four years after the Grant Date, subject to fulfilling the conditions listed in this Plan. For those in Italy or Spain, delivery is to be made two years after the Grant Date, subject to fulfilling the conditions listed in this Plan. No investment will be required on the part of the eligible employees. 2. Eligibility In order to be eligible to participate in the Plan, a person must be an employee of an International Subsidiary of Publicis Groupe on the Grant Date with at least 6 months of consecutive eligible service with a company of the Group preceding the Grant Date (ie, must have been hired on or before June 1, 2011). A person who has satisfied these conditions, and is named on the list of employees set by the Company s HR department, is referred to in this Plan as an Eligible Employee. The following persons are not eligible to participate in the Plan: Leased employees Employees compensated on a per diem basis Freelance employees LionLead Participants Temporary employees or those working under a fixed term contract of employment Employees of nonparticipating Publicis Groupe subsidiaries or groups of employees otherwise excluded under the terms of their employment International Free Share Plan Page 2 October 20, 2011

3 Employees who are beneficiaries of a Publicis Groupe free share plan granted to all eligible employees in another country. Additionally, independent contractors are not eligible to participate in the Plan. An independent contractor generally works under the terms of a contract, does not work regularly for a Publicis Groupe subsidiary, is not on payroll and does not have payroll taxes withheld. Also, individuals who are employed and paid by a temporary agency and who perform work for a Publicis Groupe subsidiary on a temporary basis are not eligible to participate in the Plan. 3. The grant of free Shares The Management Board of Publicis Groupe has decided that every Eligible Employee that satisfies the conditions of this Plan will be entitled to receive: - 50 free Shares if the employee is regularly scheduled to work 21 hours or more per week ; - 25 free Shares if the employee is regularly scheduled to work less than 21 hours per week. After the Grant Date, the Eligible Employees will be informed of their inclusion in the Plan and of the conditions applicable to such Grant. The delivery of the Shares to Eligible Employees will occur at the end of a four-year Vesting Period following the Grant Date except in Italy and Spain where the Vesting Period will be of only two years. However, Shares will only be delivered to those Eligible Employees that have complied with the terms of this Plan during that period. Prior to the Delivery Date, employees will not own the Shares. They will not prior to such date have the right to vote or to receive dividends. The rights resulting from the Grant made to each Eligible Employee are personal to such person. An Eligible Employee cannot sell, transfer or pledge his or her right to receive Shares under this plan. The only exception to this restriction is for transfers that occur through succession to legal heirs in the event of death of the Eligible Employee. 4. Delivery of the free Shares For each Eligible Employee that satisfies the Continued Employment Condition and other conditions of this Plan for the full Vesting Period, the free Shares granted to such employee will be delivered to him or her on or shortly after December 1, 2015 except in Spain and Italy where the free Shares will be delivered on or shortly after December 1, This date is referred to in this Plan as the Delivery Date. The period between the Grant Date and the Delivery Date is referred to as the Vesting Period. At the end of the Vesting Period, each Eligible Employee that has satisfied the conditions of this Plan will become the owner of the Shares granted to him or her. These Shares will be delivered in registered (book entry) form through a custody arrangement to be established by Publicis Groupe, or through such other custody arrangement that Publicis Groupe in its discretion may decide. At the Delivery Date, the Eligible Employee will benefit from all the rights of ownership relating to the holding of these Shares. These rights include the right to vote at Publicis International Free Share Plan Page 3 October 20, 2011

4 Groupe shareholder meetings or to be represented at such meetings, and the right to receive dividends in respect of such Shares, if any are declared. The Shares will have, at the time of their issuance, the same dividend entitlement as the Company s other shares outstanding. 5. Holding of the free Shares After the Delivery Date, in all countries except in Italy and Spain, the Eligible Employee may freely sell, transfer, pledge or otherwise dispose of the free Shares delivered to him or her except in the cases described in Article 9. In Italy and Spain, a holding period of 3 years as of the Delivery Date will apply during which the Eligible Employee will not be allowed to sell, transfer, pledge or otherwise dispose of the free Shares delivered to him or her. Publicis Groupe will decide upon the method of share custody of the free Shares, in compliance with the Plan and applicable rules. The cost of holding such Shares under such custody arrangement will be borne by Publicis Groupe for as long as the arrangement remains in place and the Eligible Employees will remain an employee of a company of the Group. Except in Italy and Spain during the holding period of 3 years, an Eligible Employee may decide to transfer the free Shares to a personal custody account, in which case he or she will have to bear the costs of transfer and holding of the Shares. 6. Continued employment condition In order to receive the free Shares at the end of the Vesting Period, an Eligible Employee must retain his or her eligible status as an employee of a company of the Group. This requires maintaining continuous employment with a company of the Group for the full duration of the Vesting Period. This condition is referred to in this plan as the continued employment condition. For the purpose of this condition, a company of the Group is a company in which Publicis Groupe owns or controls directly or indirectly at least a majority of the share capital and/or shareholder voting rights, and/or that is fully consolidated by Publicis Groupe in its financial statements. The following employment scenarios highlight the impact of various employee status changes on vesting service and the eventual receipt of shares under the Plan: Employment Scenario Employee terminates employment before the full duration of the vesting period, other than as permitted by Article 7 below Employee transfers to a Publicis Groupe subsidiary that is less than 50% owned by Publicis Groupe at any time before the end of the Vesting Period Employee transfers to another Publicis Groupe company that is more than 50% owned by Publicis Groupe Effect on shares granted Shares forfeited The employee will no longer satisfy the continued employment provision and will not receive the shares granted, even if he or she later transfers to a company that is a participating subsidiary. Employee will continue to earn vesting service under this Plan while at the new Publicis Groupe subsidiary. An employee making such a transfer should inform his or International Free Share Plan Page 4 October 20, 2011

5 Employee goes on an unpaid leave Employee changes to an ineligible employee status (temporary, freelance, etc.) her original employer so that they can make the arrangements required to permit vesting to continue. Shares forfeited, unless there is a prior written agreement with the Company providing for continued vesting The employee will no longer satisfy the continued employment provision and will not receive the shares granted. If at any time before the Delivery Date an Eligible Employee ceases to satisfy the continued employment condition, he or she will be deemed to be disqualified and will no longer be eligible to receive the Shares granted, and will not receive such Shares. Such person will lose all the rights that he or she received in the Grant. A person may avoid becoming disqualified if at the time that he or she ceases to satisfy the continued employment condition, he or she satisfies one of the exceptions to the continued employment condition that are described below in the following section entitled Exceptions to the continued employment condition. 7. Exceptions to the continued employment condition If an Eligible Employee ceases to satisfy the continued employment condition at any time during the Vesting Period, he or she will avoid disqualification and thus will still be eligible to receive the free Shares granted to him or her, if and for so long as it can be demonstrated that he or she has not satisfied such condition solely as a result of one or more of the following exceptions: (i) Death In the event of the Eligible Employee s death, the legal heir or heirs of the deceased employee may request delivery of the Free Shares within a period of six months following the date of death. In this case, any Free Shares granted shall be delivered to such heir or heirs. They will be entitled to dispose of these Shares immediately except in the cases listed in Article 9. In the event of the Eligible Employee s death during the holding period (for Italy and Spain), the legal heirs may request to be able to freely dispose of the Shares immediately, subject to the cases listed in Article 9. (ii) Disability In the event of a disability of the Eligible Employee during the Vesting Period, the free Shares shall be delivered to him or her and he or she will be entitled to dispose of the Shares immediately except in the cases listed in Article 9. In the event of the Eligible Employee s disability during the holding period (for Italy and Spain), the Eligible Employee may freely dispose of the Shares immediately, subject to the cases listed in Article 9. International Free Share Plan Page 5 October 20, 2011

6 8. Adjustment of the shares Share capital adjustments In the event that during the Vesting Period Publicis Groupe undertakes any financial transactions that have an impact on its share capital, the Management Board will have the ability (but not the obligation) to take measures to adjust the terms of the Grant in order to reflect such changes in share capital. As such, the Management Board will be able to carry out, in particular, adjustments in compliance with applicable laws and regulations or, if applicable, contractual stipulations providing for other adjustment cases in order to preserve the rights of the holders of securities or other rights granting access to the share capital of the company. The financial transactions that could have an impact on shareholders equity are: i. capital amortization or capital reduction, ii. modification to the distribution of profits, iii. a free allocation of shares of all shareholders, iv. incorporating reserves, profits or premiums to the share capital, v. a distribution of reserves, vi. any issuance of equity securities or securities granting the right to an allocation of equity securities through a subscription right reserved for shareholders, vii. a consolidation or a division of shares. Substitution of Shares in the case of a merger or break-up of Publicis Groupe or public exchange offers In the event of a successful public exchange offer for the shares of Publicis Groupe, or a merger or break-up of Publicis Groupe during the Vesting Period (or during the holding period for Italy and Spain), the securities resulting from such transaction may be substituted for the Shares. In this case, all of the terms and conditions of this Plan will continue to apply, including the duration of the Vesting Period and holding period, except that such securities will be substituted for the Shares. The same holds true in respect of any exchange resulting from a public offering, division or consolidation of the shares of Publicis Groupe carried out in accordance with paragraph III of Article L of the French Commercial Code. 9. Applicable restrictions on the sale and transfer of the Shares after the end of the Vesting Period In accordance with Article L of the French Commercial Code, Eligible Employees cannot sell their Shares: 1. for a period of ten trading days preceding and following the date on which the consolidated financial statements or, failing this, the annual financial statements, are made public, 2. for a period occurring between the date upon which the company s Supervisory or Management boards have knowledge of information which, if made public, could have a International Free Share Plan Page 6 October 20, 2011

7 significant impact on the price of the company s securities, and the date occurring ten trading days after the date upon which such information is made public. In addition, the free Shares may only be sold in compliance with all laws, regulations and company rules aimed at ensuring the transparency and the security of financial markets, and in particular those relating to insider trading. The Shares awarded under this Plan have not been and will not be registered with the U.S. Securities and Exchange Commission or any state authority. Shares awarded under this Plan cannot be deposited into an American Depositary Receipt facility and cannot be resold in the United States. They should only be sold through the trading facilities of Euronext Paris, the Paris stock exchange, which is the principal market for the Shares. Although the granting of Shares is permissible under current legislation, should such legislation or the manner in which it is interpreted change, Publicis Groupe reserves the right to withhold the delivery of Shares under this Plan and to deliver instead the equivalent value in the local currency of the relevant International Subsidiary. 10. Restructuring In the event of a restructuring of Publicis Groupe that results in a split of the company or a transfer of all or substantially all of its assets to another entity prior to the Delivery Date, the Plan may be modified by the Management Board of Publicis Groupe or by law in order to substitute shares in the surviving or successor entities for the Shares originally provided for under the Plan. In the event that Publicis Groupe is merged into another entity prior to the Delivery Date, the surviving entity shall assume the rights and obligations of Publicis Groupe under this Plan, and the shares of the surviving entity shall be substituted for the Publicis Groupe Shares originally provided for under the Plan. 11. Payment of taxes Each Eligible Employee is responsible for the payment of any social charges, income tax and any other taxes and/or charges that are due by him or her in respect of any aspect of the Plan. If, as a result of the award or the ensuing delivery or sale of the Shares, a company of Publicis Groupe is or would be required to pay or withhold taxes, social charges, or any other type of taxes, on behalf of the beneficiary, Publicis Groupe reserves the right to (i) delay delivery of the Shares, and/or (ii) prohibit the transferability of the Shares until such time as the beneficiary has paid the amounts due or has made the necessary arrangements for their payment and/or (iii) withhold from or offset such amounts due from any other amounts due to the beneficiary by a company of Publicis Groupe, including salary, bonus or termination payments. Publicis Groupe also reserves the right to sell all or a portion of the Shares and to use the proceeds to pay the amounts due or to be withheld. Delivery and transferability may also be delayed or prohibited if any company of Publicis Groupe or service provider does not have all of the information regarding the beneficiary that may be required by applicable tax, banking or other regulations. International Free Share Plan Page 7 October 20, 2011

8 12. Modification of the plan The terms and conditions of this Plan may be modified by the Management Board of Publicis Groupe if (i) such modification is required or recommended by or in view of any law, regulation or administrative interpretation, or (ii) if such modification is considered to be appropriate by the Management Board and is not prejudicial in any material respect to the Eligible Employees, or (iii) as to any Eligible Employee, if the Eligible Employee has agreed to such modification. Eligible Employees shall be notified of any modification to the Plan that affects their rights under the Plan. Such notification may be made by means of individual communication, general notice posted in the workplace, or such other means as the Management Board shall deem adequate and appropriate. 13. U.S. Taxpayers With respect to individuals who are U.S. citizens or residents of the U.S. for tax purposes, whether or not employed by a U.S. subsidiary (referred to as U.S. Taxpayers ), the Plan is intended to meet the requirements of Section 409A of the United States Internal Revenue Code with respect to amounts or Shares subject to the requirements of Section 409A, and shall be interpreted in accordance with that intent and in a manner that does not cause beneficiaries to incur any supplemental, penalty or excise tax. In particular, the term disability shall refer to a situation in which a beneficiary is recognized, for purposes of Section 409A, as having become disabled. Furthermore, deliveries of Shares to be made hereunder following death, disability or any other circumstance shall only be made in the manner and within the time permitted under Section 409A. More generally, no action may be taken or proposed to be taken hereunder that would be inconsistent with the intent to comply with the requirements of Section 409A. This provision supersedes any provision of the Plan to the contrary. 14. Interpretation In the event that any term or condition of this Plan is considered to be illegal, void or inapplicable under applicable law in any jurisdiction with respect to any Eligible Employee, the Plan shall be interpreted in respect of such employee as if it did not contain such term or condition. All other terms and conditions of the Plan that are valid shall remain fully in force and shall be interpreted and applied in the manner that most closely respects the original intention of the Plan. 15. Governing law This Plan is subject to the laws of the Republic of France and should be interpreted in accordance with such laws. In particular, the Grant is made under Article L et seq. of the French Commercial Code. In the event of any dispute regarding the interpretation, validity or application of the Plan, the relevant parties will strive to find an amicable solution. If such a solution cannot be found, any ensuing litigation shall be heard by a competent court in France. * * * International Free Share Plan Page 8 October 20, 2011