EXHIBIT 10(b)(i)(a)
EMPLOYMENT AGREEMENT
--------------------
AGREEMENT made as of April 27, 1999 by and between THE INTERPUBLIC GROUP OF
COMPANIES, INC., a corporation of the State of Delaware (hereinafter referred to
as "Interpublic"), and SEAN F. ORR (hereinafter referred to as "Executive").
In consideration of the mutual promises set forth herein the parties hereto
agree as follows:
ARTICLE I
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Term of Employment
------------------
1.01 Upon the terms and subject to the conditions set forth herein,
Interpublic will employ Executive for the period beginning June 1, 1999 or an
agreed-upon earlier date and ending on May 31, 2004, or a date representing the
last day of the five year period commencing on the agreed upon earlier date, or
on such earlier date as the employment of Executive shall terminate pursuant to
Article VII or Article VIII. The period during which Executive is employed
hereunder is referred to herein as the "term of employment". Executive will
serve Interpublic during the term of employment.
ARTICLE II
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Duties
------
2.01 During the term of employment Executive will:
(i) Use his best efforts to promote the interests of Interpublic and
devote his full time and efforts to its business and affairs;
(ii) Perform such duties as Interpublic may from time to time assign
to him; and
(iii) Serve as Executive Vice President, Chief Financial Officer and
in any such offices of Interpublic or its subsidiaries as he may be elected
or appointed to.
ARTICLE III
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Compensation
------------
3.01 Interpublic will compensate Executive for the duties performed by him
hereunder, including all services rendered as an officer or director of
Interpublic, by payment of a salary at the rate of Five Hundred Thousand Dollars
($500,000) per annum, payable in equal installments, which Interpublic may pay
at either monthly or semi-monthly intervals and Fifty Thousand Dollars ($50,000)
in the form of an Executive Special Benefits Agreement ("ESBA").
3.02 Interpublic may at any time increase the compensation paid to
Executive hereunder if Interpublic in its discretion shall deem it advisable so
to do in order to compensate him fairly for services rendered to Interpublic.
ARTICLE IV
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Bonuses
--------
4.01 Executive will be eligible during the term of employment to
participate in the Management Incentive Compensation Plan ("MICP"), in
accordance with the terms and conditions of the Plan established from time to
time. Executive shall be eligible to receive MICP awards up to one hundred
(100%) of his base salary, but the actual award, if any, shall be determined by
Interpublic and shall be based on profits of Interpublic, Executive's individual
performance and management discretion. For calendar year 1999, Executive will be
considered as employed for the full year for MICP determining purposes.
ARTICLE V
---------
Long-Term Performance Incentive Plan; Stock Options
---------------------------------------------------
5.01 As soon as administratively feasible after full execution of this
Agreement, Interpublic will use its best efforts to have the Compensation
Committee of its Board of Directors ("Committee") grant Executive an award for
the 1997-2002 performance period under Interpublic's Performance Incentive Plan
("LTPIP") (pro-rated to the date of this Agreement) equal to Two Thousand One
Hundred (2,100) performance units tied to the cumulative compound profit growth
of Interpublic, and options under Interpublic's Stock Incentive Plan to purchase
Eight Thousand Four Hundred (8,400) shares of Interpublic common stock which may
not be exercised in any part prior to the end of the performance period, and
thereafter shall be exercisable in whole or in part.
5.02 As soon as administratively feasible after full execution of this
Agreement, Interpublic will use its best efforts to have the Committee grant
Executive an award for the 1999-2002 performance period under LTPIP equal to
Five Thousand (5,000) performance units tied to the cumulative compound profit
growth of the Interpublic, and options under Interpublic's Stock Incentive Plan
to purchase Twenty Thousand (20,000) shares of Interpublic Common stock which
may not be exercised in any part prior to the end of the performance period, and
thereafter shall be exercisable in whole or in part.
5.03 As soon as administratively feasible after full execution of this
Agreement, Interpublic will use its best efforts to have the Committee grant
Executive options to purchase an aggregate of Sixty Thousand (60,000) shares of
Interpublic Common Stock, which may not be exercised in any part for a period of
three (3) years from the date of the grant and thereafter shall be exercisable
in three annual installments, the first of which may be exercised for forty
percent (40%) of the number of shares covered by the option on or after the
third anniversary of the date of the grant and the second and third of which may
be exercised on or after each successive anniversary date of the grant for
thirty percent (30%) of the number of shares covered by the option.
5.04 As soon as administratively feasible after full execution of this
Agreement, Interpublic will use its best efforts to have the Committee grant to
Executive, an award of Twenty Thousand (20,000) restricted shares of Interpublic
common stock which shares shall have a restriction period ending five years from
the date of grant.
ARTICLE VI
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Other Employment Benefits
-------------------------
6.01 Executive shall be elected a member of Interpublic's Development
Council, which shall entitle him to an automobile allowance of Ten Thousand
Dollars ($10,000) per annum and a financial planning allowance of Five Thousand
Dollars ($5,000) per annum.
6.02 Executive shall be eligible to participate in such other employee
benefits as are available from time to time to other Interpublic key management
executives in accordance with the then-current terms and conditions established
by Interpublic for eligibility and employee contributions required for
participation in such benefits opportunities.
ARTICLE VII
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Termination
------------
7.01 Interpublic may terminate the employment of Executive hereunder:
(i) By giving Executive notice in writing at any time specifying a
termination date not less than twelve (12) months after the date on which such
notice is given, in which event his employment hereunder shall terminate on the
date specified in such notice; or;
(ii) By giving him notice in writing at any time specifying a
termination date less than twelve (12) months after the date on which such
notice is given. In this event his employment hereunder shall terminate on the
date specified in such notice and Interpublic shall thereafter pay him a sum
equal to the amount by which twelve (12) months salary at his then current rate
exceeds the salary paid to him for the period from the date on which such notice
is given to the termination date specified in such notice. Such payment shall be
made during the period immediately following the termination date specified in
such notice, in successive equal monthly installments each of which shall be
equal to one month's salary at the rate in effect at the time of such
termination, with any residue in respect of a period less than one month to be
paid together with the last installment.
(iii) However, with respect to any payments of salary due to Executive
after notice of termination shall have been given pursuant to Subsection 7.01
(i), should Executive commence other employment during the period when payments
thereunder are being made, said payments shall cease forthwith. Moreover, with
respect to any payment of salary or salary equivalents to Executive after notice
of termination shall have been given pursuant to Subsection 7.01 (ii), should
Executive commence other employment prior to the last payment due under that
subsection, no further payments shall be made to Executive.
7.02 Executive may at any time give notice in writing to Interpublic
specifying a termination date not less than twelve (12) months after the date on
which such notice is given, in which event his employment hereunder shall
terminate on the date specified in such notice.
7.03 If the employment of Executive hereunder is terminated pursuant to
this Article VII by either Interpublic or Executive, Executive shall continue to
perform his duties hereunder until the termination date at his salary in effect
on the date that notice of such termination is given.
7.04 Notwithstanding anything else in this Agreement, Interpublic may
terminate the employment of Executive hereunder for Cause. For purposes of this
Agreement, "Cause" means any of the following:
(a) any material breach by Executive of any material provision of this
Agreement (including without limitation Sections 8.01 and 8.02 hereof) upon
written notice of same by the Interpublic describing in reasonable detail the
breach asserted and stating that it constitutes notice pursuant to this Section
7.04 (a), which breach, if capable of being cured, has not been cured
within 30 days after such notice (it being understood and agreed that a breach
of Section 8.01 or 8.02 hereof and a breach of Executive's duty to devote his
full business time to the affairs of Interpublic, among others, shall be deemed
not capable of being cured);
(b) Executive's absence from duty for a period of time exceeding
fifteen (15) consecutive business days or twenty (20) out of any (30)
consecutive business days (other than account of permitted vacation or as
permitted for illness, disability or authorized leave in accordance with
Interpublic's policies and procedures) without the consent of the Board of
Directors;
(c) Executive having commenced employment with another employer prior
to the effective date of Executive's voluntary resignation from employment with
Interpublic under Section 7.02 hereof without the consent of the Board of
Directors of Interpublic;
(d) misappropriation by Executive of funds or property of Interpublic
or any attempt by Executive to secure any personal profit related to the
business of Interpublic (other than as permitted by this Agreement) and not
fairly disclosed to and approved by the Board of Directors;
(e) fraud, dishonesty, disloyalty, gross negligence or willful
misconduct on the part of Executive in the performance of his duties as an
employee of Interpublic; or
(f) a felony conviction of Executive. Upon a termination for Cause,
Interpublic shall pay Executive his salary and benefits through the date of
termination of employment; and Executive shall receive no severance hereunder.
7.05 If Executive dies before May 31, 2004 or the end of the five year term
of this Agreement, his employment hereunder shall terminate on the date of his
death.
ARTICLE VIII
------------
Covenants
---------
8.01 While Executive is employed hereunder by Interpublic he shall not
without the prior written consent of Interpublic engage, directly or indirectly,
in any other trade, business or employment, or have any interest, direct or
indirect, in any other business, firm or Corporation; provided, however, that he
may continue to own or may hereafter acquire any securities of any class of any
publicly-owned company.
8.02 Executive shall treat as confidential and keep secret the affairs of
Interpublic and shall not at any time during the term of employment or
thereafter, without the prior written consent of Interpublic, divulge, furnish
or make known or accessible to, or use for the benefit of, anyone other than
Interpublic and its subsidiaries and affiliates any information of a
confidential nature relating in any way to the business of Interpublic or its
subsidiaries or affiliates or their clients and obtained by him in the course of
his employment hereunder.
8.03 If Executive violates any provision of Section 8.01 or Section 8.02,
Interpublic may, notwithstanding the provisions of Section 7.01, terminate the
employment of Executive at any time by giving him notice in writing specifying a
termination date. In such event, his employment hereunder shall terminate on the
date specified in such notice.
8.04 All records, papers and documents kept or made by Executive relating
to the business of Interpublic or its subsidiaries or affiliates or their
clients shall be and remain the property of Interpublic.
8.05 All articles invented by Executive, processes discovered by him,
trademarks, designs, advertising copy and art work, display and promotion
materials and, in general, everything of value conceived or created by him
pertaining to the business of Interpublic or any of its subsidiaries or
affiliates during the term of employment, and any and all rights of every nature
whatever thereto, shall immediately become the property of Interpublic, and
Executive will assign, transfer and deliver all patents, copyrights, royalties,
designs and copy, and any and all interests and rights whatever thereto and
thereunder to Interpublic, without further compensation, upon notice to him from
Interpublic.
8.06 Following the termination of Executive's employment hereunder for any
reason, Executive shall not for a period of twenty-four (24) months from such
termination either: (a) solicit any employee of Interpublic to leave such employ
to enter the employ of Executive or of any Interpublic or enterprise with which
Executive is then associated, or (b) solicit or handle on Executive's own behalf
or on behalf of any other person, firm or Interpublic, the advertising, public
relations, sales promotion or market research business of any advertiser which
is a client of Interpublic at the time of such termination.
ARTICLE IX
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Assignment
----------
9.01 This Agreement shall be binding upon and enure to the benefit of the
successors and assigns of Interpublic. Neither this Agreement nor any rights
hereunder shall be assignable by Executive and any such purported assignment by
him shall be void.
ARTICLE X
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Arbitration
-----------
10.01 Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, including claims involving alleged legally
protected rights, such as claims for age discrimination in violation of the Age
Discrimination in Employment Act of 1967, as amended, Title VII of the Civil
Rights Act, as amended, and all other federal and state law claims for
defamation, breach of contract, wrongful termination and any other claim arising
because of Executive's employment, termination of employment or otherwise, shall
be settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association and Section 12.01 hereof, and judgement
upon the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The arbitration shall take place in the city where
Executive customarily renders services to Interpublic.
ARTICLE XI
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Agreement Entire
----------------
11.01 This Agreement, along with a separate ESBA and Executive Severance
Agreement, constitutes the entire understanding between Interpublic and
Executive concerning his employment by Interpublic or any of its parents,
affiliates or subsidiaries and supersedes any and all previous agreements
between Executive and Interpublic or any of its parents, affiliates or
subsidiaries concerning such employment, and/or any compensation or bonuses.
This Agreement may not be changed orally.
ARTICLE XII
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Applicable Law
--------------
12.01 The Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: /s/ C. Kent Kroeber
---------------------------------
C. Kent Kroeber
/s/ Sean F. Orr
---------------------------------
Sean F. Orr
EXHIBIT 10(b)(i)(b)
EXECUTIVE SPECIAL BENEFIT AGREEMENT
-----------------------------------
AGREEMENT made as of May 1, 1999, by and between THE INTERPUBLIC GROUP
OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter referred
to as "Interpublic") and SEAN F. ORR (hereinafter referred to as "Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Executive is in the employ of Interpublic and/or one or more
of its subsidiaries (Interpublic and its subsidiaries being hereinafter referred
to collectively as the "Corporation"); and
WHEREAS, Interpublic and Executive desire to enter into an Executive
Special Benefit Agreement which shall be supplementary to any employment
agreement or arrangement which Executive now or hereinafter may have with
respect to Executive's employment by Interpublic or any of its subsidiaries;
NOW, THEREFORE, in consideration of the mutual promises herein set
forth, the parties hereto, intending to be legally bound, agree as follows:
ARTICLE I
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Death and Special Retirement Benefits
-------------------------------------
1.01 For purposes of this Agreement the "Accrual Term" shall mean the
period of ninety-six (96) months beginning on the date of this Agreement and
ending on the day preceding the eighth anniversary hereof or on such earlier
date on which Executive shall cease to be in the employ of the Corporation.
1.02 The Corporation shall provide Executive with the following
benefits contingent upon Executive's compliance with all the terms and
conditions of this Agreement and Executive's satisfactory completion of a
physical examination in connection with an insurance policy on the life of
Executive which Interpublic or its assignee (other than Executive) proposes to
obtain and own. Effective at the end of the Accrual Term, Executive's annual
compensation will be increased by Fifty Thousand Dollars ($50,000) if Executive
is in the employ of the Corporation at that time.
1.03 If, during the Accrual Term or thereafter during a period of
employment by the Corporation which is continuous from the date of this
Agreement, Executive shall die while in the employ of the Corporation, the
Corporation shall pay to such beneficiary or beneficiaries as Executive shall
have designated pursuant to Section 1.07 (or in the absence of such designation,
shall pay to the Executor of the Will or the Administrator of the Estate of
Executive) survivor income payments of One Hundred and Sixty Five Thousand
Dollars ($165,000) per annum for fifteen (15) years following Executive's death,
such payments to be made on January 15th of each of the fifteen (15) years
beginning with the year following the year in which Executive dies.
1.04 If, after a continuous period of employment from the date of this
Agreement, Executive shall retire from the employ of the Corporation so that the
first day on which Executive is no longer in the employ of the Corporation
occurs on or after Executive's sixtieth birthday, the Corporation shall pay to
Executive special retirement benefits at the rate of One Hundred and Sixty Five
Thousand Dollars ($165,000) per annum for fifteen (15) years beginning with the
calendar month following Executive's last day of employment, such payments to be
made in equal monthly installments.
1.05 If, after a continuous period of employment from the date of this
Agreement, Executive shall retire, resign, or be terminated from the employ of
the Corporation so that the first day on which Executive is no longer in the
employ of the Corporation occurs on or after Executive's fifty-fifth birthday
but prior to Executive's sixtieth birthday, the Corporation shall pay to
Executive special retirement benefits at the annual rates set forth below for
fifteen years beginning with the calendar month following Executive's last day
of employment, such payments to be made in equal monthly installments:
Last Day of Employment Annual Rate
- ---------------------- -----------
On or after 55th birthday but prior to 56th birthday $115,500
On or after 56th birthday but prior to 57th birthday $125,400
On or after 57th birthday but prior to 58th birthday $135,300
On or after 58th birthday but prior to 59th birthday $145,200
On or after 59th birthday but prior to 60th birthday $155,100
1.06 If, following such termination of employment, Executive shall die
before payment of all of the installments provided for in Section 1.04 or
Section 1.05, any remaining installments shall be paid to such beneficiary or
beneficiaries as Executive shall have designated pursuant to Section 1.07 or, in
the absence of such designation, to the Executor of the Will or the
Administrator of the Estate of Executive.
1.07 For purposes of Sections 1.03, 1.04 and 1.05, or any of them,
Executive may at any time designate a beneficiary or beneficiaries by filing
with the chief personnel officer of Interpublic a Beneficiary Designation Form
provided by such officer. Executive may at any time, by filing a new Beneficiary
Designation Form, revoke or change any prior designation of beneficiary.
1.08 If Executive shall die while in the employ of the Corporation, no
sum shall be payable pursuant to Sections 1.04, 1.05, 1.06, 2.01, 2.02 or 2.03.
1.09 In connection with the life insurance policy referred to in
Section 1.02, Interpublic has relied on written representations made by
Executive concerning Executive's age and the state of Executive's health. If
said representations are untrue in any material respect, whether directly or by
omission, and if the Corporation is damaged by any such untrue representations,
no sum shall be payable pursuant to Sections 1.03, 1.04, 1.05, 1.06, 2.01, 2.02
or 2.03.
1.10 It is expressly agreed that Interpublic or its assignee (other
than Executive) shall at all times be the sole and complete owner and
beneficiary of the life insurance policy referred to in Sections 1.02 and 1.09,
shall have the unrestricted right to use all amounts and exercise all options
and privileges thereunder without the knowledge or consent of Executive or
Executive's designated beneficiary or any other person and that neither
Executive nor Executive's designated beneficiary nor any other person shall have
any right, title or interest, legal or equitable, whatsoever in or to such
policy.
ARTICLE II
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Alternative Deferred Compensation
---------------------------------
2.01 If Executive shall, for any reason other than death, cease to be
employed by the Corporation on a date prior to Executive's fifty-fifth birthday,
the Corporation shall, in lieu of any payment pursuant to Article I of this
Agreement, compensate Executive by payment, at the times and in the manner
specified in Section 2.02, of a sum computed at the rate of Fifty Thousand
Dollars ($50,000) per annum for each full year and proportionate amount for any
part year from the date of this Agreement to the date of such termination during
which Executive is in the employ of the Corporation with a maximum payment of
Fifty Thousand Dollars ($50,000). Such payment shall be conditional upon
Executive's compliance with all the terms and conditions of this Agreement.
2.02 The aggregate compensation payable under Section 2.01 shall be
paid in equal consecutive monthly installments commencing with the first month
in which Executive is no longer in the employ of the Corporation and continuing
for a number of months equal to the number of months which have elapsed from the
date of this Agreement to the commencement date of such payments, up to a
maximum of ninety-six (96) months.
2.03 If Executive dies while receiving payments in accordance with the
provisions of Section 2.02, any installments payable in accordance with the
provisions of Section 2.02 less any amounts previously paid Executive in
accordance therewith, shall be paid to the Executor of the Will or the
Administrator of the Estate of Executive.
2.04 It is understood that none of the payments made in accordance
with this Agreement shall be considered for purposes of determining benefits
under the Interpublic Pension Plan, nor shall such sums be entitled to credits
equivalent to interest under the Plan for Credits Equivalent to Interest on
Balances of Deferred Compensation Owing under Employment Agreements adopted
effective as of January 1, 1974 by Interpublic.
ARTICLE III
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Non-solicitation of Clients or Employees
----------------------------------------
3.01 Following the termination of Executive's employment hereunder for
any reason, Executive shall not for a period of twenty-four months either (a)
solicit any employee of the Corporation to leave such employ to enter the employ
of Executive or of any corporation or enterprise with which Executive is then
associated or (b) solicit or handle on Executive's own behalf or on behalf of
any other person, firm or corporation, the advertising, public relations, sales
promotion or market research business of any advertiser which is a client of the
Corporation at the time of such termination.
ARTICLE IV
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Assignment
----------
4.01 This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of Interpublic. Neither this Agreement nor any rights
hereunder shall be subject in any matter to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge by Executive, and any such
attempted action by Executive shall be void. This Agreement may not be changed
orally, nor may this Agreement be amended to increase the amount of any benefits
that are payable pursuant to this Agreement or to accelerate the payment of any
such benefits.
ARTICLE V
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Contractual Nature of Obligation
--------------------------------
5.01 The liabilities of the Corporation to Executive pursuant to this
Agreement shall be those of a debtor pursuant to such contractual obligations as
are created by the Agreement. Executive's rights with respect to any benefit to
which Executive has become entitled under this Agreement, but which Executive
has not yet received, shall be solely the rights of a general unsecured creditor
of the Corporation.
ARTICLE VI
-----------
Applicable Law
--------------
6.01 This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: /s/ C. Kent Kroeber
---------------------------------
C. Kent Kroeber
/s/ Sean F. Orr
---------------------------------
Sean F. Orr
EXHIBIT 10(b)(i)(c)
EXECUTIVE SEVERANCE AGREEMENT
-----------------------------
This AGREEMENT ("Agreement") dated April 27, 1999 by and between The
Interpublic Group of Companies, Inc. ("Interpublic"), a Delaware corporation
(Interpublic and its subsidiaries being referred to herein collectively as the
"Company"), and SEAN F. ORR (the "Executive").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Company recognizes the valuable services that the
Executive has rendered thereto and desires to be assured that the Executive will
continue to attend to the business and affairs of the Company without regard to
any potential or actual change of control of Interpublic;
WHEREAS, the Executive is willing to continue to serve the Company but
desires assurance that he will not be materially disadvantaged by a change of
control of Interpublic; and
WHEREAS, the Company is willing to accord such assurance provided
that, should the Executive's employment be terminated consequent to a change of
control, he will not for a period thereafter engage in certain activities that
could be detrimental to the Company;
NOW, THEREFORE, in consideration of the Executive's continued service
to the Company and the mutual agreements herein contained, Interpublic and the
Executive hereby agree as follows:
ARTICLE I
RIGHT TO PAYMENTS
-----------------
Section 1.1. Triggering Events. If Interpublic undergoes a Change of
Control, the Company shall make payments to the Executive as provided in article
II of this Agreement. If, within two years following a Change of Control, either
(a) the Company terminates the Executive other than by means of a termination
for Cause or for death or (b) the Executive resigns for a Good Reason (either of
which events shall constitute a "Qualifying Termination"), the Company shall
make payments to the Executive as provided in article III hereof.
Section 1.2. Change of Control. A Change of Control of Interpublic
shall be deemed to have occurred if (a) any person (within the meaning of
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "1934
Act")), other than Interpublic or any of its majority-controlled subsidiaries,
becomes the beneficial owner (within the meaning of Rule 13d-3 under the 1934
Act) of 30 percent or more of the combined voting power of Interpublic's then
outstanding voting securities; (b) a tender offer or exchange offer (other than
an offer by Interpublic or a majority-controlled subsidiary), pursuant to which
30 percent or more of the combined voting power of Interpublic's then
outstanding voting securities was purchased, expires; (c) the stockholders of
Interpublic approve an agreement to merge or consolidate with another
corporation (other than a majority-controlled subsidiary of Interpublic) unless
Interpublic's shareholders immediately before the merger or consolidation are to
own more than 70 percent of the combined voting power of the resulting entity's
voting securities; (d) Interpublic's stockholders approve an agreement
(including, without limitation, a plan of liquidation) to sell or otherwise
dispose of all or substantially all of the business or assets of Interpublic; or
(e) during any period of two consecutive years, individuals who, at the
beginning of such period, constituted the Board of Directors of Interpublic
cease for any reason to constitute at least a majority thereof, unless the
election or the nomination for election by Interpublic's stockholders of each
new director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period. However, no
Change of Control shall be deemed to have occurred by reason of any transaction
in which the Executive, or a group of persons or entities with which the
Executive acts in concert, acquires, directly or indirectly, more than 30
percent of the common stock or the business or assets of Interpublic.
Section 1.3. Termination for Cause. Interpublic shall have Cause to
terminate the Executive for purposes of Section 1.1 of this Agreement only if,
following the Change of Control, the Executive (a) engages in conduct that
constitutes a felony under the laws of the United States or a state or country
in which he works or resides and that results or was intended to result,
directly or indirectly, in the personal enrichment of the Executive at the
Company's expense; (b) refuses (except by reason of incapacity due to illness or
injury) to make a good faith effort to substantially perform his duties with the
Company on a full-time basis and continues such refusal for 15 days following
receipt of notice from the Company that his effort is deficient; or (c)
deliberately and materially breaches any agreement between himself and the
Company and fails to remedy that breach within 30 days following notification
thereof by the Company. If the Company has Cause to terminate the Executive, it
may in fact terminate him for Cause for purposes of section 1.1 hereof if (a) it
notifies the Executive of such Cause, (b) it gives him reasonable opportunity to
appear before a majority of Interpublic's Board of Directors to respond to the
notice of Cause and (c) a majority of the Board of Directors subsequently votes
to terminate him.
Section 1.4. Resignation for Good Reason. The Executive shall have a
Good Reason for resigning only if (a) the Company fails to elect the Executive
to, or removes him from, any office of the Company, including without limitation
membership on any Board of Directors, that the Executive held immediately prior
to the Change of Control; (b) the Company reduces the Executive's rate of
regular cash and fully vested deferred base compensation ("Regular
Compensation") from that which he earned immediately prior to the Change of
Control or fails to increase it within 12 months following the Change of Control
by (in addition to any increase pursuant to section 2.2 hereof) at least the
average of the rates of increase in his Regular Compensation during the four
consecutive 12-month periods immediately prior to the Change of Control (or, if
fewer, the number of 12-month periods immediately prior to the Change of Control
during which the Executive was continuously employed by the Company); (c) the
Company fails to provide the Executive with fringe benefits and/or bonus plans,
such as stock option, stock purchase, restricted stock, life insurance, health,
accident, disability, incentive, bonus, pension and profit sharing plans
("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the
Executive has waived his rights thereunder pursuant to article II hereof) are as
valuable to him as those that he enjoyed immediately prior to the Change of
Control; (d) the Company fails to provide the Executive with an annual number of
paid vacation days at least equal to that to which he was entitled immediately
prior to the Change of Control; (e) the Company breaches any agreement between
it and the Executive (including this Agreement); (f) without limitation of the
foregoing clause (e), the Company fails to obtain the express assumption of this
Agreement by any successor of the Company as provided in section 6.3 hereof; (g)
the Company attempts to terminate the Executive for Cause without complying with
the provisions of section 1.3 hereof; (h) the Company requires the Executive,
without his express written consent, to be based in an office outside of the
office in which Executive is based on the date hereof or to travel substantially
more extensively than he did prior to the Change of Control; or (i) the
Executive determines in good faith that the Company has, without his consent,
effected a significant change in his status within, or the nature or scope of
his duties or responsibilities with, the Company that obtained immediately prior
to the Change of Control (including but not limited to, subjecting the
Executive's activities and exercise of authority to greater immediate
supervision than existed prior to the Change of Control); provided, however,
that no event designated in clauses (a) through (i) of this sentence shall
constitute a Good Reason unless the Executive notifies Interpublic that the
Company has committed an action or inaction specified in clauses (a) through (i)
(a "Covered Action") and the Company does not cure such Covered Action within 30
days after such notice, at which time such Good Reason shall be deemed to have
arisen. Notwithstanding the immediately preceding sentence, no action by the
Company shall give rise to a Good Reason if it results from the Executive's
termination for Cause or death or from the Executive's resignation for other
than a Good Reason, and no action by the Company specified in clauses (a)
through (i) of the preceding sentence shall give rise to a Good Reason if it
results from the Executive's Disability. If the Executive has a Good Reason to
resign, he may in fact resign for a Good Reason for purposes of section 1.1 of
this Agreement by, within 30 days after the Good Reason arises, giving
Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date
of his resignation.
Section 1.5. Disability. For all purposes of this Agreement, the term
"Disability" shall have the same meaning as that term has in the Interpublic
Long-Term Disability Plan.
ARTICLE II
PAYMENTS UPON A CHANGE OF CONTROL
---------------------------------
Section 2.1. Elections by the Executive. If the Executive so elects
prior to a Change of Control, the Company shall pay him, within 30 days
following the Change of Control, cash amounts in respect of certain Benefit or
Bonus Plans or deferred compensation arrangements designated in sections 2.2
through 2.4 hereof ("Plan Amounts"). The Executive may make an election with
respect to the Benefit or Bonus Plans or deferred compensation arrangements
covered under any one or more of sections 2.2 through 2.4, but an election with
respect to any such section shall apply to all Plan Amounts that are specified
therein. Each election shall be made by notice to Interpublic on a form
satisfactory to Interpublic and, once made, may be revoked by such notice on
such form at any time prior to a Change of Control. If the Executive elects to
receive payments under a section of this article II, he shall, upon receipt of
such payments, execute a waiver, on a form satisfactory to Interpublic, of such
rights as are indicated in that section. If the Executive does not make an
election under this article with respect to a Benefit or Bonus Plan or deferred
compensation arrangement, his rights to receive payments in respect thereof
shall be governed by the Plan or arrangement itself.
Section 2.2. ESBA. The Plan Amount in respect of all Executive Special
Benefit Agreements ("ESBA's") between the Executive and Interpublic shall
consist of an amount equal to the present discounted values, using the Discount
Rate designated in section 5.8 hereof as of the date of the Change of Control,
of all payments that the Executive would have been entitled to receive under the
ESBA's if he had terminated employment with the Company on the day immediately
prior to the Change of Control. Upon receipt of the Plan Amount in respect of
the ESBA's, the Executive shall waive any rights that he may have to payments
under the ESBA's. If the Executive makes an election pursuant to, and executes
the waiver required under, this section 2.2, his Regular Compensation shall be
increased as of the date of the Change of Control at an annual rate equal to the
sum of the annual rates of deferred compensation in lieu of which benefits are
provided the Executive under any ESBA the Accrual Term for which (as defined in
the ESBA) includes the date of the Change of Control.
Section 2.3. MICP. The Plan Amount in respect of the Company's
Management Incentive Compensation Plans ("MICP") and/or the 1997 Performance
Incentive Plan ("1997 PIP") shall consist of an amount equal to the sum of all
amounts awarded to the Executive under, but deferred pursuant to, the MICP
and/or the 1997 PIP as of the date of the Change of Control and all amounts
equivalent to interest creditable thereon up to the date that the Plan Amount is
paid. Upon receipt of that Plan Amount, the Executive shall waive his rights to
receive any amounts under the MICP and/or the 1997 PIP that were deferred prior
to the Change of Control and any interest equivalents thereon.
Section 2.4. Deferred Compensation. The Plan Amount in respect of
deferred compensation (other than amounts referred to in other sections of this
article II) shall be an amount equal to all compensation from the Company that
the Executive has earned and agreed to defer (other than through the Interpublic
Savings Plan pursuant to Section 401(k) of the Internal Revenue Code (the
"Code") but has not received as of the date of the Change of Control, together
with all amounts equivalent to interest creditable thereon through the date that
the Plan Amount is paid. Upon receipt of this Plan Amount, the Executive shall
waive his rights to receive any deferred compensation that he earned prior to
the date of the Change of Control and any interest equivalents thereon.
Section 2.5. Stock Incentive Plans. The effect of a Change of Control
on the rights of the Executive with respect to options and restricted shares
awarded to him under the Interpublic 1986 Stock Incentive Plan, the 1996 Stock
Incentive Plan and the 1997 Performance Incentive Plan, shall be governed by
those Plans and not by this Agreement.
ARTICLE III
PAYMENTS UPON QUALIFYING TERMINATION
------------------------------------
Section 3.1. Basic Severance Payment. In the event that the Executive
is subjected to a Qualifying Termination within two years after a Change of
Control, the Company shall pay the Executive within 30 days after the effective
date of his Qualifying Termination (his "Termination Date") a cash amount equal
to his Base Amount times the number designated in Section 5.9 of this Agreement
(the "Designated Number"). The Executive's Base Amount shall equal the average
of the Executive's Includable Compensation for the two whole calendar years
immediately preceding the date of the Change of Control (or, if the Executive
was employed by the Company for only one of those years, his Includable
Compensation for that year). The Executive's Includable Compensation for a
calendar year shall consist of (a) the compensation reported by the Company on
the Form W-2 that it filed with the Internal Revenue Service for that year in
respect of the Executive or which would have been reported on such form but for
the fact that Executive's services were performed outside of the United States,
plus (b) any compensation payable to the Executive during that year the receipt
of which was deferred at the Executive's election or by employment agreement to
a subsequent year, minus (c) any amounts included on the Form W-2 (or which
would have been included if Executive had been employed in the United States)
that represented either (i) amounts in respect of a stock option or restricted
stock plan of the Company or (ii) payments during the year of amounts payable in
prior years but deferred at the Executive's election or by employment agreement
to a subsequent year. The compensation referred to in clause (b) of the
immediately preceding sentence shall include, without limitation, amounts
initially payable to the Executive under the MICP or a Long-Term Performance
Incentive Plan or the 1997 PIP in that year but deferred to a subsequent year,
the amount of deferred compensation for the year in lieu of which benefits are
provided the Executive under an ESBA and amounts of Regular Compensation earned
by the Executive during the year but deferred to a subsequent year (including
amounts deferred under Interpublic Savings Plan pursuant to Section 401(k) of
the Code); clause (c) of such sentence shall include, without limitation, all
amounts equivalent to interest paid in respect of deferred amounts and all
amounts of Regular Compensation paid during the year but earned in a prior year
and deferred.
Section 3.2. MICP Supplement. The Company shall also pay the Executive
within 30 days after his Termination Date a cash amount equal to (a) in the
event that the Executive received an award under the MICP (or the Incentive
Award program applicable outside the United States) or the 1997 PIP ("Incentive
Award") in respect of the year immediately prior to the year that includes the
Termination Date (the latter year constituting the "Termination Year"), the
amount of that award multiplied by the fraction of the Termination Year
preceding the Termination Date or (b) in the event that the Executive did not
receive an MICP award (or an Incentive Award) in respect of the year immediately
prior to the Termination Year, the amount of the MICP award (or Incentive Award)
that Executive received in respect of the second year immediately prior to the
Termination Year multiplied by one plus the fraction of the Termination Year
preceding the Termination Date.
ARTICLE IV
TAX MATTERS
-----------
Section 4.1. Withholding. The Company may withhold from any amounts
payable to the Executive hereunder all federal, state, city or other taxes that
the Company may reasonably determine are required to be withheld pursuant to any
applicable law or regulation, but, if the Executive has made the election
provided in section 4.2 hereof, the Company shall not withhold amounts in
respect of the excise tax imposed by Section 4999 of the Code or its successor.
Section 4.2. Disclaimer. If the Executive so agrees prior to a Change
of Control by notice to the Company in form satisfactory to the Company, the
amounts payable to the Executive under this Agreement but not yet paid thereto
shall be reduced to the largest amounts in the aggregate that the Executive
could receive, in conjunction with any other payments received or to be received
by him from any source, without any part of such amounts being subject to the
excise tax imposed by Section 4999 of the Code or its successor. The amount of
such reductions and their allocation among amounts otherwise payable to the
Executive shall be determined either by the Company or by the Executive in
consultation with counsel chosen (and compensated) by him, whichever is
designated by the Executive in the aforesaid notice to the Company (the
"Determining Party"). If, subsequent to the payment to the Executive of amounts
reduced pursuant to this section 4.2, the Determining Party should reasonably
determine, or the Internal Revenue Service should assert against the party other
than the Determining Party, that the amount of such reductions was insufficient
to avoid the excise tax under Section 4999 (or the denial of a deduction under
Section 280G of the Code or its successor), the amount by which such reductions
were insufficient shall, upon notice to the other party, be deemed a loan from
the Company to the Executive that the Executive shall repay to the Company
within one year of such reasonable determination or assertion, together with
interest thereon at the applicable federal rate provided in section 7872 of the
Code or its successor. However, such amount shall not be deemed a loan if and to
the extent that repayment thereof would not eliminate the Executive's liability
for any Section 4999 excise tax.
ARTICLE V
COLLATERAL MATTERS
------------------
Section 5.l. Nature of Payments. All payments to the Executive under
this Agreement shall be considered either payments in consideration of his
continued service to the Company, severance payments in consideration of his
past services thereto or payments in consideration of the covenant contained in
section 5.l0 hereof. No payment hereunder shall be regarded as a penalty to the
Company.
Section 5.2. Legal Expenses. The Company shall pay all legal fees and
expenses that the Executive may incur as a result of the Company's contesting
the validity, the enforceability or the Executive's interpretation of, or
determinations under, this Agreement. Without limitation of the foregoing,
Interpublic shall, prior to the earlier of (a) 30 days after notice from the
Executive to Interpublic so requesting or (b) the occurrence of a Change of
Control, provide the Executive with an irrevocable letter of credit in the
amount of $100,000 from a bank satisfactory to the Executive against which the
Executive may draw to pay legal fees and expenses in connection with any attempt
to enforce any of his rights under this Agreement. Said letter of credit shall
not expire before 10 years following the date of this Agreement.
Section 5.3. Mitigation. The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement either by
seeking other employment or otherwise. The amount of any payment provided for
herein shall not be reduced by any remuneration that the Executive may earn from
employment with another employer or otherwise following his Termination Date.
Section 5.4. Setoff for Debts. The Company may reduce the amount of
any payment due the Executive under article III of this Agreement by the amount
of any debt owed by the Executive to the Company that is embodied in a written
instrument, that is due to be repaid as of the due date of the payment under
this Agreement and that the Company has not already recovered by setoff or
otherwise.
Section 5.5. Coordination with Employment Contract. Payments to the
Executive under article III of this Agreement shall be in lieu of any payments
for breach of any employment contract between the Executive and the Company to
which the Executive may be entitled by reason of a Qualifying Termination, and,
before making the payments to the Executive provided under article III hereof,
the Company may require the Executive to execute a waiver of any rights that he
may have to recover payments in respect of a breach of such contract as a result
of a Qualifying Termination. If the Executive has a Good Reason to resign and
does so by providing the notice specified in the last sentence of section l.4 of
this Agreement, he shall be deemed to have satisfied any notice requirement for
resignation, and any service requirement following such notice, under any
employment contract between the Executive and the Company.
Section 5.6. Benefit of Bonus Plans. Except as otherwise provided in
this Agreement or required by law, the Company shall not be compelled to include
the Executive in any of its Benefit or Bonus Plans following the Executive's
Termination Date, and the Company may require the Executive, as a condition to
receiving the payments provided under article III hereof, to execute a waiver of
any such rights. However, said waiver shall not affect any rights that the
Executive may have in respect of his participation in any Benefit or Bonus Plan
prior to his Termination Date.
Section 5.7. Funding. Except as provided in section 5.2 of this
Agreement, the Company shall not be required to set aside any amounts that may
be necessary to satisfy its obligations hereunder. The Company's potential
obligations to make payments to the Executive under this Agreement are solely
contractual ones, and the Executive shall have no rights in respect of such
payments except as a general and unsecured creditor of the Company.
Section 5.8. Discount Rate. For purposes of this Agreement, the term
"Discount Rate" shall mean the applicable Federal short-term rate determined
under Section 1274(d) of the Code or its successor. If such rate is no longer
determined, the Discount Rate shall be the yield on 2-year Treasury notes for
the most recent period reported in the most recent issue of the Federal Reserve
Bulletin or its successor, or, if such rate is no longer reported therein, such
measure of the yield on 2-year Treasury notes as the Company may reasonably
determine.
Section 5.9. Designated Number. For purposes of this Agreement, the
Designated Number shall be Two (2.0). Section 5.10. Covenant of Executive. In
the event that the Executive undergoes a Qualifying Termination that entitles
him to any payment under article III of this Agreement, he shall not, for 18
months following his Termination Date, either (a) solicit any employee of
Interpublic or a majority-controlled subsidiary thereof to leave such employ and
enter into the employ of the Executive or any person or entity with which the
Executive is associated or (b) solicit or handle on his own behalf or on behalf
of any person or entity with which he is associated the advertising, public
relations, sales promotion or market research business of any advertiser that is
a client of Interpublic or a majority-controlled subsidiary thereof as of the
Termination Date. Without limitation of any other remedies that the Company may
pursue, the Company may enforce its rights under this section 5.l0 by means of
injunction. This section shall not limit any other right or remedy that the
Company may have under applicable law or any other agreement between the Company
and the Executive.
ARTICLE VI
GENERAL PROVISIONS
------------------
Section 6.l. Term of Agreement. This Agreement shall terminate upon
the earliest of (a) the expiration of five years from the date of this Agreement
if no Change of Control has occurred during that period; (b) the termination of
the Executive's employment with the Company for any reason prior to a Change of
Control; (c) the Company's termination of the Executive's employment for Cause
or death, the Executive's compulsory retirement within the provisions of 29
U.S.C. ss.631(c) (or, if Executive is not a citizen or resident of the United
States, compulsory retirement under any applicable procedure of the Company in
effect immediately prior to the change of control) or the Executive's
resignation for other than Good Reason, following a Change of Control and the
Company's and the Executive's fulfillment of all of their obligations under this
Agreement; and (d) the expiration following a Change of Control of the
Designated Number plus three years and the fulfillment by the Company and the
Executive of all of their obligations hereunder.
Section 6.2. Governing Law. Except as otherwise expressly provided
herein, this Agreement and the rights and obligations hereunder shall be
construed and enforced in accordance with the laws of the State of New York.
Section 6.3. Successors to the Company. This Agreement shall inure to
the benefit of Interpublic and its subsidiaries and shall be binding upon and
enforceable by Interpublic and any successor thereto, including, without
limitation, any corporation or corporations acquiring directly or indirectly all
or substantially all of the business or assets of Interpublic whether by merger,
consolidation, sale or otherwise, but shall not otherwise be assignable by
Interpublic. Without limitation of the foregoing sentence, Interpublic shall
require any successor (whether direct or indirect, by merger, consolidation,
sale or otherwise) to all or substantially all of the business or assets of
Interpublic, by agreement in form satisfactory to the Executive, expressly,
absolutely and unconditionally to assume and agree to perform this Agreement in
the same manner and to the same extent as Interpublic would have been required
to perform it if no such succession had taken place. As used in this agreement,
"Interpublic" shall mean Interpublic as heretofore defined and any successor to
all or substantially all of its business or assets that executes and delivers
the agreement provided for in this section 6.3 or that becomes bound by this
Agreement either pursuant to this Agreement or by operation of law.
Section 6.4. Successor to the Executive. This Agreement shall inure to
the benefit of and shall be binding upon and enforceable by the Executive and
his personal and legal representatives, executors, administrators, heirs,
distributees, legatees and, subject to section 6.5 hereof, his designees
("Successors"). If the Executive should die while amounts are or may be payable
to him under this Agreement, references hereunder to the "Executive" shall,
where appropriate, be deemed to refer to his Successors.
Section 6.5. Nonalienability. No right of or amount payable to the
Executive under this Agreement shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, hypothecation, encumbrance,
charge, execution, attachment, levy or similar process or (except as provided in
section 5.4 hereof) to setoff against any obligation or to assignment by
operation of law. Any attempt, voluntary or involuntary, to effect any action
specified in the immediately preceding sentence shall be void. However, this
section 6.5 shall not prohibit the Executive from designating one or more
persons, on a form satisfactory to the Company, to receive amounts payable to
him under this Agreement in the event that he should die before receiving them.
Section 6.6. Notices. All notices provided for in this Agreement shall
be in writing. Notices to Interpublic shall be deemed given when personally
delivered or sent by certified or registered mail or overnight delivery service
to The Interpublic Group of Companies, Inc., l27l Avenue of the Americas, New
York, New York l0020, attention: Corporate Secretary. Notices to the Executive
shall be deemed given when personally delivered or sent by certified or
registered mail or overnight delivery service to the last address for the
Executive shown on the records of the Company. Either Interpublic or the
Executive may, by notice to the other, designate an address other than the
foregoing for the receipt of subsequent notices.
Section 6.7. Amendment. No amendment of this Agreement shall be
effective unless in writing and signed by both the Company and the Executive.
Section 6.8. Waivers. No waiver of any provision of this Agreement
shall be valid unless approved in writing by the party giving such waiver. No
waiver of a breach under any provision of this Agreement shall be deemed to be a
waiver of such provision or any other provision of this Agreement or any
subsequent breach. No failure on the part of either the Company or the Executive
to exercise, and no delay in exercising, any right or remedy conferred by law or
this Agreement shall operate as a waiver of such right or remedy, and no
exercise or waiver, in whole or in part, of any right or remedy conferred by law
or herein shall operate as a waiver of any other right or remedy.
Section 6.9. Severability. If any provision of this Agreement shall be
held invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall not affect any other provision of this Agreement or part
thereof, each of which shall remain in full force and effect.
Section 6.l0. Captions. The captions to the respective articles and
sections of this Agreement are intended for convenience of reference only and
have no substantive significance. Section 6.ll. Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be
an original but all of which together shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: /s/ C. Kent Kroeber
---------------------------------
C. Kent Kroeber
/s/ Sean F. Orr
---------------------------------
Sean F. Orr
EXHIBIT 10(b)(ii)(a)
EXECUTIVE SPECIAL BENEFIT AGREEMENT
-----------------------------------
AGREEMENT made as of March 13, 2000 by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State of Delaware
(hereinafter referred to as "Interpublic") and EUGENE P. BEARD (hereinafter
referred to as "Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Executive is in the employ of Interpublic and/or one
or more of its subsidiaries (Interpublic and its subsidiaries being hereinafter
referred to collectively as the "Corporation"); and
WHEREAS, Interpublic and Executive desire to enter into an
Executive Special Benefit Agreement which shall be supplementary to any
employment agreement or arrangement which Executive now or hereinafter may have
with respect to Executive's employment by Interpublic or any of its
subsidiaries;
NOW, THEREFORE, in consideration of the mutual promises herein
set forth, the parties hereto, intending to be legally bound, agree as follows:
ARTICLE I
---------
Death and Special Retirement Benefits
-------------------------------------
1.01 The Corporation shall provide Executive with the
following benefits contingent upon Executive's compliance with all the terms and
conditions of this Agreement.
1.02 If, during a period of employment by the Corporation
which is continuous from the date of this Agreement, Executive shall die while
in the employ of the Corporation, the Corporation shall pay to such beneficiary
or beneficiaries as Executive shall have designated pursuant to Section 1.04 (or
in the absence of such designation, shall pay to the Executor of the Will or the
Administrator of the Estate of Executive) survivor income payments of Six
Hundred Thousand Dollars ($600,000) per annum for fifteen (15) years following
Executive's death, such payments to be made on January 15th of each of the
fifteen (15) years beginning with the year following the year in which Executive
dies.
1.03 Upon Executive's retirement from the employ of the
Corporation the Corporation shall pay to Executive special retirement benefits
at the rate of Six hundred Thousand Dollars ($600,000) per annum for fifteen
(15) years following Executive's last day of employment, such payments to be
made on January 15th of each of the fifteen (15) years beginning with the
calendar year following the year in which Executive retires.
1.04 For purposes of Sections 1.02 and 1.03, Executive may at
any time designate a beneficiary or beneficiaries by filing with the chief
personnel officer of Interpublic a Beneficiary Designation Form provided by such
officer. Executive may at any time, by filing a new Beneficiary Designation
Form, revoke or change any prior designation of beneficiary.
ARTICLE II
----------
Assignment
----------
2.01 This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of Interpublic. Neither this Agreement nor
any rights hereunder shall be subject in any matter to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge by Executive, and any
such attempted action by Executive shall be void. This Agreement may not be
changed orally, nor may this Agreement be amended to increase the amount of any
benefits that are payable pursuant to this Agreement or to accelerate the
payment of any such benefits.
ARTICLE III
-----------
Contractual Nature of Obligation
--------------------------------
3.01 The liabilities of the Corporation to Executive pursuant
to this Agreement shall be those of a debtor pursuant to such contractual
obligations as are created by the Agreement. Executive's rights with respect to
any benefit to which Executive has become entitled under this Agreement, but
which Executive has not yet received, shall be solely the rights of a general
unsecured creditor of the Corporation.
ARTICLE IV
----------
General Provisions
------------------
4.01 It is understood that none of the payments made in
accordance with this Agreement shall be considered for purposes of determining
benefits under the Interpublic Pension Plan, nor shall such sums be entitled to
credits equivalent to interest under the Plan for Credits Equivalent to Interest
on Balances of Deferred Compensation Owing under Employment Agreement adopted
effective as of January 1, 1974 by Interpublic.
4.02 This Agreement shall be governed by and construed in
accordance with the Employee Retirement Income Security Act of 1974, as amended,
and to the extent not preempted thereby, the laws of the State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: /s/ C. Kent Kroeber
-------------------------------
C. Kent Kroeber
/s/ Eugene P. Beard
-------------------------------
Eugene P. Beard
EXHIBIT 10(b)(ii)(b)
January 17, 2000
PERSONAL & CONFIDENTIAL
-----------------------
REVISED
-------
Mr. Eugene P. Beard
Vice Chairman - Finance & Operations
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York 10020
Dear Gene:
The purpose of this letter is to request that you continue your
full-time employment and responsibilities through February 28, 2000. We believe
at this particular time, the activities in which you are involved require your
continued employment to such date.
Our request alters to a degree our previous agreed upon arrangements
detailed in my letter to you of October 27, 1998. Therefore, we feel it
appropriate to propose some restructuring of the previous agreement along the
following:
1. Timing
------
You continue in your current role through February 28, 2000. Effective
March 1, 2000 you would relinquish your corporate responsibilities, IPG
Directorship and Chairmanship of Finance Committee and become an
Employee Consultant for the remainder of the year.
2. Compensation
------------
o Employee Consultancy Compensation
Effective March 1 through December 31, 2000 your monthly
employee consultancy rate would be $30,000. You will retain
your existing employee benefits.
o ERISA Benefit
You currently have a commitment for a $400,000/A (payable for
15 years) ERISA benefit. Based on a formula recently adopted
by the Compensation Committee (see attached) to determine
ERISA benefits to select executives and to further reward you
for extending your employment, we propose to increase your
ERISA benefit to $600,000/A. For your information the ERISA
formula was also reviewed and endorsed by the Todd
Organization.
o Restricted Stock
You were granted on May 5, 1999 60,000 (120,000 post split)
shares of restricted stock that will lapse on January 1, 2002.
o Stock Options
You also were granted on October 10, 1998 150,000 (300,000
post split) stock options (@$26.125 per share) that will be
100% vested on January 1, 2000.
o L.T.P.I.P. - 1997-2000
Your award for this period includes 12,500 performance units
and 270,000 options. You will be fully vested for this period.
o L.T.P.I.P. - 1999-2002
You have been granted 14,000 performance units and 140,000
stock options for this period. We previously committed to you
that if you retired fully from the Company prior to January 1,
2001, you would be pro-rated from date of grant to date of
retirement in this performance period.
We further committed that if you remained as an employee,
employee consultant or consultant for any period subsequent to
January 1, 2001, you would become 100% vested in the 1999-2002
grant period.
These commitments stand as originally offered.
3. Consultancy Continuation
------------------------
We had previously agreed in 1996 that after your retirement from the
Company you would for a period of time remain as an IPG consultant, at
a rate to be determined, primarily to consult on The Interpublic Group
of Companies, Inc. Benefit Protection Trust (Rabbi Trust). Although we
do not expect this activity to be time consuming, it would be
reassuring to us that you continue to consult in this area.
The above arrangements pretty much fit our original understanding as
outlined in my letter of October 27, 1998. In many ways Gene you must as I do,
take a lot of pride in what has been accomplished over the last 20 years. What
has been built in comparison to what we inherited is short of I believe ---
incredible. For this and all the other things accomplished, you have my
unyielding respect and lasting gratitude.
Very best regards,
/s/ Philip H. Geier
-------------------
Philip H. Geier
cc: Members of the Compensation Committee
EXHIBIT 10(b)(iii)(a)
November 1, 1999
Mr. Martin Puris
Chairman, CEO & Chief Creative Officer
Ammirati Puris Lintas
One Dag Hammarskjold
New York, New York
PERSONAL & CONFIDENTIAL
-----------------------
REVISED
-------
Dear Martin:
The purpose of this letter is to detail the various elements regarding
your departure from APL and the Interpublic Board. Based on our recent
conversations and those communicated to us on your behalf by Phil Palazzo, the
material elements of our agreement are as follows:
1. TIMING
------
Effective November 1, 1999, you will enter into a 14 month period
(Notice Period) of Notice of Termination of Employment. As discussed,
for the remainder of this year, we request and require that you
actively assist in the transition of the merger of APL with The Lowe
Group. During this time, you will be working with Frank and me to
ensure that the clients and APL personnel have your positive support.
You will immediately resign from the IPG Board and relinquish your
officer positions and become an Employee Consultant effective
immediately. As an Employee Consultant, you will be immediately free to
pursue other non-competitive interactive, Internet, e-Commerce, digital
and similar type activities and ventures, but we do require you to keep
us advised of such activities and ventures if they involve any clients,
or competitors of The Interpublic Group of Companies. During the year
2000, we may require your advice, counsel or participation in various
projects or events. We ask that you be available upon reasonable notice
for such activities for reasonable period(s) of time.
2. NON-SOLICITATION OF CLIENTS AND PERSONNEL
-----------------------------------------
For the period November 1, 1999 through December 31, 2002, you will not
solicit or service on your own behalf or on behalf of any other person,
firm or corporation, the advertising, public relations, sales promotion
or market research business of any advertiser for which Interpublic and
any of its divisions and subsidiaries had actively performed services
for compensation during the 180-day period immediately prior to
November 1, 1999 or to whom Interpublic had made a substantive
presentation during such 180-day period.
3. SALARY CONTINUATION
-------------------
You will continue through December 31, 2000 to be paid your full salary
and enjoy your current employee medical, life, disability and benefit
plans. Your current auto and club allowances will also continue.
You will be eligible to be considered for a 1999 MICP. At this
particular time, we are not in a position to guarantee a specific
amount.
4. DISPOSITION OF INCENTIVES
-------------------------
o L.T.P.I.P.
You will be vested under the 1997-2000 L.T.P.I.P. However, as
a result of the merger, we are anticipating concluding early
the 1997-2000 L.T.P.I.P. period at the end of 1999. In doing
so, accrued values of performance units will be paid for the
three years of the period (97-98-99) in March of 2000. Related
stock options made in conjunction with the grant of
performance units will be vested and become exercisable on
January 1, 2001 and up to three years thereafter.
The 1999-2002 L.T.P.I.P. performance period is going to be
restructured into a three year plan for current participants
of APL and Lowe. The reformulated plan will begin in 2000.
Under these circumstances, your 1999-2000 L.T.P.I.P. will be
forfeited.
o Equity
You have two grants of restricted stock which will be disposed
of as follows:
Restricted Stock Grant of 7-30-95 - 105,000 shares.
These shares will be released to you July 30, 2000.
Restricted Stock Grant of 7-28-99 - 70,000 shares.
These shares will be pro-rated from date of grant to
your last day of employment as an Employee Consultant
(12-31-2000) and released to you in January 2001
(estimated number of shares 33,055).
o Stock Options
On July 28, 1999 you were granted 130,000 performance based
stock options. In accordance with the provisions of that
grant, all or part of these options would have been
exercisable to you at the end of a three year period based on
the cumulative compound performance growth of APL for that
period. Since that event will not take place, these shares
will be forfeited.
o Executive Special Benefit Arrangement (E.S.B.A.)
On July 28, 1999 the Compensation Committee approved a
$300,000/per annum payment for 15 years under an existing
E.S.B.A. commencing at age 63. To compensate you for the
hypothetical loss of your performance options and the
unmeasurable 1999-2002 L.T.P.I.P. grant, you may elect to
start the 15 year payment of your E.S.B.A. effective January
1, 2001.
5. CAR AND DRIVER
--------------
You will retain the use of your current car (Chevrolet Suburban) and
driver through December 31, 2000. The Company will also be responsible
during this period for any car related expenses which are currently
paid for by the Company, eg. garage.
Effective January 1, 2001, you will be responsible for the lease on
your other company supported auto which existing lease will be replaced
by a new lease before the end of 1999 for a new Mercedes car.
6. SECRETARIAL SUPPORT
-------------------
Effective immediately through July 30, 2000, the Company will provide
you with your current secretarial support (ie. telephone, messages,
mail, etc). We ask that you work out the logistics of such arrangement
with Mr. Palazzo.
7. CLUB MEMBERSHIP
---------------
As mentioned above, those allowances applicable to current clubs will
remain in effect through the Notice Period.
8. EXPENSES
--------
During your Notice Period you may incur, on behalf of the Company,
certain business expenses directly related to APL and currently related
to the merger of APL with The Lowe Group. Such expenses should be
submitted to Mr. Geier.
9. LIFETIME MEDICAL INSURANCE
--------------------------
You will be provided with applicable information on the Retiree Medical
Insurance during the fourth quarter of next year in accordance with
provision (Sec. 5.11) of your employment agreement dated August 31,
1994 as amended and extended through the date of this letter agreement.
Through December 31, 2000, you will however, retain your current
medical Development Council benefits.
10. SPLIT DOLLAR LIFE INSURANCE AND DISABILITY INSURANCE
----------------------------------------------------
We will need to revisit this item since at this time we do not have the
necessary information. We are in the process of obtaining the necessary
information in order to determine the disposition of this benefit.
11. COMPANY OWNED ELECTRONIC EQUIPMENT
----------------------------------
You may have in your possession Company owned computer and video
equipment. You may elect to buy such equipment at its fair market value
at the end of your period of Notice. We ask that you work out any
details regarding such equipment with Vince Lubrano at the appropriate
time.
12. OFFICE FURNITURE
----------------
You may retain all framed photographs, one leather side chair and one
cartridge box side table which are currently in your office without
payment to the Company. Also the Company acknowledges that the wall
clock belongs to you.
It is with a sincere degree of sadness Martin, that I sign this letter.
Personally we will remain friends and professionally I wish you the very best of
success in your new endeavors.
If this agreement is acceptable to you, please sign the enclosed copy
of this letter and return it to me.
Sincerely,
/s/ Philip H. Geier, Jr.
------------------------
Philip H. Geier, Jr.
cc: L. Olsen, Chairman Compensation Committee
C.K. Kroeber
N. Camera
V. Lubrano
Consented and Agreed to:
/s/ Martin Puris
- -----------------
Martin Puris
EXHIBIT 10(d)(i)
August 31, 1999
Thomas J. Cox, Vice President
The Chase Manhattan Bank
600 Fifth Avenue, Fifth Floor
New York, New York 10020
Re: Credit Agreement dated June 25, 1996 between The
Interpublic Group of Companies, Inc. and The Chase
Manhattan Bank (formerly known as Chemical Bank)
($10,000,000)
Dear Tom:
We are writing to you in connection with the Credit Agreement between
The Interpublic Group of Companies, Inc. and The Chase Manhattan Bank (formerly
known as Chemical Bank ) dated June 25, 1996, as amended by Amendment dated
March 11, 1997 (the "Agreement"). Section 2.13 of the Agreement provides that
the Borrower may request extension of the Commitment under the Agreement for an
additional period of one year from the then current Termination Date.
Notwithstanding the procedures specified in Section 2.13 of the
Agreement for requesting such extension, we hereby request that you extend the
Commitment and the Termination Date of the Agreement to June 30, 2000. If you
decide to grant this request, please so indicate by signing and returning the
duplicate copy of this letter, which we have enclosed herewith.
We are making this request of the Bank in our capacity as Borrower and
as Guarantor of the Subsidiary Loans of DraftWorldwide, Inc. and DraftWorldwide
Holdings GmbH Germany, respectively.
Thank you.
Sincerely,
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: /s/ Marti Spears
--------------------------
Marti Spears, Assistant
Treasurer
ACCEPTED AND AGREED:
THE CHASE MANHATTAN BANK
(formerly known as Chemical Bank)
By: /s/ Thomas Cox
--------------------------
Thomas Cox, Vice President
Date May 31, 1999
------------
xc: Chase Interpublic
----- -----------
Shin Denneen Steven Berns Kenneth Mach
Peter M. Davis Theodore Paraskevas
Barbara S. Gmora Jordan H. Rednor
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Certified Resolutions
---------------------
I, Nicholas J. Camera, Secretary of The Interpublic Group of
Companies, Inc., a Delaware corporation (hereinafter and in Annex 1 referred to
as the "Corporation"), do hereby certify that set forth in Annex 1 hereto is a
true and correct copy of resolutions duly adopted by the Finance Committee of
the Board of Directors of the Corporation on July 13, 1999 and that such
resolutions have not been amended or revoked and are in full force and effect to
and including the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of the Corporation as of this 13th day of July, 1999.
/s/ Nicholas J. Camera
---------------------------
Nicholas J. Camera
Annex 1
-------
RESOLVED, that the following overdraft, loan and other guarantees and
similar instruments, all of which are presently scheduled to expire in the near
future, be and they hereby are extended to the dates and in the amounts
indicated below; and further
RESOLVED, that the Vice Chairman-Finance and Operations, the Chief
Financial Officer, the Senior Vice President-Financial Operations and the Vice
President and the Treasurer and any Assistant Treasurer of the Corporation be,
and each of them hereby is, authorized to execute and deliver such guarantees,
letters of credit, agreements, applications and other documents, in such forms
as shall be approved by the General Counsel or the Assistant General Counsel of
the Corporation, and to take such further actions as shall be necessary or
desirable to implement the foregoing resolution:
Amount to be
Guaranty Issued Guaranty Issued Amount Currently Guaranteed
On Behalf of to Guaranteed Under Extension
- --------------- --------------- ---------------- ---------------
DraftWorldwide Chase Manhattan US $10 Million US $10 Million
Bank (from 7/1/99
To 6/30/00)