Exhibit 10(b)(i)(a)
EMPLOYMENT AGREEMENT
--------------------
AGREEMENT made as of October 25, 1993 by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter
referred to as "Interpublic" or the "Corporation"), and JAMES R. HEEKIN
(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 or one of its subsidiaries will employ Executive for the period
beginning October 25, 1993 and ending on October 25, 1998, or on such earlier
date as the employment of Executive shall terminate pursuant to Article IV or
Article V. (The period during which Executive is employed hereunder is referred
to herein as the "term of employment" and Interpublic or whichever of the
aforementioned subsidiaries shall form time to time employ Executive pursuant to
this Agreement is referred to herein as the "Corporation"). Executive will serve
the Corporation during the term of employment.
ARTICLE II
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Duties
------
2.01 During the term of employment, Executive will in the course of
performing his duties hereunder:
(i) use his best efforts to promote the interests of the
Corporation and devote his full time and efforts to its business and
affairs;
(ii) perform such duties as the Corporation may from time to time
assign to him consistent with his position and title of President of
McCann-Erickson North America.
2.02 Executive shall report only to John Dooner or the then-current
Chief Executive Officer of McCann-Erickson Worldwide, and the respective
managements of the offices and operations constituting McCann-Erickson North
America shall report only to Executive.
2.03 During the term of employment, unless otherwise agreed to by
Executive, Executive shall be based in the Corporation's New York office,
subject to the travel requirements of the position and duties hereunder.
ARTICLE III
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Compensation
------------
3.01 The Corporation will compensate Executive for the duties
performed by him hereunder, including all services rendered as an officer or
director of the Corporation, by payment of a salary at the initial rate of
$400,000 per annum, which salary shall be payable in equal installments, which
the Corporation may pay at either monthly or semi-monthly intervals. In
addition, he will receive the compensation described in Article VII, subject to
conditions set forth therein.
3.02 The Corporation may, in addition, at any time increase the
compensation paid to Executive hereunder if the Corporation in its discretion
shall deem it advisable so to do in order to compensate him fairly for services
rendered to the Corporation.
ARTICLE IV
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Termination
-----------
4.01 Interpublic may terminate the employment of Executive hereunder:
(i) by giving Executive notice in writing within the first
twenty-four months after his employment commences hereunder, in which
event his employment shall terminate on the date specified in such
notice. In this event the Corporation will pay Executive an amount
equal to the amount by which twenty-four months salary at his then
current rate exceeds the salary paid to him from the date his
employment commenced until the termination date, plus an amount equal
to twelve months salary, such payment to be made during the period
immediately following the termination date specified in such notice,
payable 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.
(ii) 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, if given subsequent to the commencement of
the twenty-fifth month of employment hereunder, in which event his
employment hereunder shall terminate on the date specified in such
notice, or
(iii) by giving him notice in writing at any time specifying a
termination date less than twelve months after the date on which such
notice is given if such notice is given subsequent to the commencement
of the twenty-fifth month of employment hereunder. In this event his
employment hereunder shall terminate on the date specified in such
notice and the Corporation shall thereafter pay him a sum equal to the
amount by which twelve 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.
4.02 Executive may at any time give notice in writing to the
Interpublic specifying a termination date not less than one hundred twenty (120)
days after the date on which such notice is given, in which event his employment
hereunder shall terminate on the date specified in such notice.
4.03 Executive may at any time give notice in writing to Interpublic
specifying a termination date not less than one hundred twenty (120) days after
the date on which such notice is given, in which event his employment hereunder
shall terminate on the date specified in such notice.
4.04 If Executive dies before October 24, 1998, his employment
hereunder shall terminate on the date of his death.
ARTICLE V
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Covenants
---------
5.01 While Executive is employed hereunder by the Corporation he shall
not, without the prior written consent of the Corporation 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 or any company not engaged in the
advertising business, and he may engage in public speaking, writing,
educational, charitable and other similar endeavors, as to which endeavors
Executive agrees to keep Corporation generally apprised.
5.02 Executive shall use his best efforts to treat as confidential and
keep secret the affairs of the Corporation and shall not at any time during the
term of employment or thereafter, without the prior written consent of the
Corporation, divulge, furnish or make known or accessible to, or use for the
benefit of, anyone other than the Corporation and its subsidiaries and
affiliates any information of a confidential nature relating in any way to the
business of the Corporation or its subsidiaries or affiliates or their clients
and obtained by him in the course of his employment hereunder. For purposes
herein, confidential information includes, but is not limited to, trade secrets,
budgetary information, and client or Interpublic and Corporation strategic and
business plans.
5.03 If Executive materially breaches the provisions of Section 5.02,
Interpublic may, notwithstanding the provisions of Section 4.01, 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. If Executive violates the provisions of Section
5.01, Interpublic may give him notice specifying the nature of the violation and
giving Executive thirty days in which to cure his performance. In the event of a
continuing violation after such notice and cure period, Executive's employment
hereunder shall terminate on the date specified in such notice.
5.04 All records, papers and documents kept or made by Executive
relating to the business of the Corporation or its subsidiaries or affiliates or
their clients shall be and remain the property of the Corporation.
5.05 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 the Corporation 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 the Corporation, 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 the Corporation, without further compensation, upon notice to him
from the Corporation.
5.06 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, if such termination occurs during the first two years of
employment hereunder, or for a period of twelve months is such termination
occurs subsequent to the first two years employment, 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 and as to which brand Executive
devoted services.
ARTICLE VI
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Assignment
----------
6.01 This Agreement shall be binding upon and enure to the benefit of
the successors and assigns of Interpublic, subject to Section 4.04 hereof.
Neither this Agreement nor any rights hereunder shall be assignable by Executive
and any such purported assignment by him shall be void.
ARTICLE VII
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Additional Compensation
-------------------
7.01 Within 30 days of Executive's commencing employment pursuant to
this Agreement, the Corporation will pay Executive a sign-up bonus of $100,000.
7.02 Executive will be eligible during the term of employment, to
participate in the Management Incentive Compensation Plan ("MICP"), and to
receive an annual bonus in an amount up to 50% of Executive's annual salary,
inclusive of any amount deferred pursuant to Section 7.03 below, subject to all
of the terms and conditions of the Plan. However, any awards pursuant to the
MICP, if any, shall be determined by the Corporation and shall be based on the
profits of McCann-Erickson Worldwide, Executive's individual performance and
management discretion. Notwithstanding the foregoing and subject to full
execution of this Agreement, the Corporation agrees to award a bonus to
Executive for the calendar year 1993 of at lest $100,000, subject to deduction
of any applicable withholding taxes, and to pay such bonus by or before February
28, 1994. Also, subject to full execution of this Agreement, the Corporation
agrees to award a bonus to Executive for the calendar year 1994 of at least
$200,000, subject to deduction of any applicable withholding taxes, and to pay
such bonus in February 1995. The guaranteed portions of Executive's 1993 and
1994 bonuses referred to in this Section 7.02 will be paid to Executive whether
or not he is in the employ of the Corporation on the payment dates for such
bonuses.
7.03 Interpublic will enter into an Executive Special Benefit
Agreement ("ESBA") with Executive consistent with the terms as provided by the
Corporation to Executive in writing. Should Executive elect not to enter into
the ESBA, the deferred amount shall be added to his annual salary.
7.04 As soon as administratively feasible after execution of this
Agreement, Interpublic will use its best efforts to have the Compensation
Committee of the Board of Directors (the "Committee") grant Executive a pro rata
award for the 1991-1994 performance period and a full award for the 1993-1996
performance period under the Interpublic Long-Term Performance Incentive Plan
("LTPIP"). With respect to the 1991-1994 performance period, an award equal to
1,500 performance units tied to the cumulative compound profit growth of
McCann-Erickson North America will be recommended, with a minimum guaranteed
value at the end of the performance period of $100,000. With respect to the
1993-1996 performance period, the Corporation will recommend to the Committee an
award of 2,025 performance units, tied to the cumulative profit growth of
McCann-Erickson North America over the four-year period. In addition, options
covering 8,100 shares of Common Stock will be issued to Executive under the 1986
Stock Incentive Plan no later than November 1, 1993. These options will be 100%
exercisable as of January 1 1997. The payment of benefits under the LTPIP and
the terms of options under the 1986 Stock Incentive Plan will be subject to all
of the terms and conditions of those plans.
7.05 Interpublic will also use its best efforts to have the Committee
grant to Executive no later than November 1, 1993, subject to all of the terms
and conditions of the 1986 Stock Incentive Plan, an award of 11,500 restricted
shares of Interpublic Common Stock of which 2,500 shares shall be restricted for
one year from the date of grant, 4,500 shares shall have a restriction period
ending three years form the date of grant and 4,500 shares shall have a
restriction period ending five years from the date of grant. If the market value
of the 4,500 shares having the three year restriction period is less than
$125,000 on the date on which the restrictions lapse, Interpublic will pay
Executive such additional amount in cash that is necessary to ensure that the
cash payment together with the value of the shares on the date of lapse (based
on the closing price of the common stock on The New York Stock Exchange) shall
equal $125,000.
7.06 Interpublic will use its best efforts to have the Committee grant
to Executive no later than November 1, 1993 options to purchase an additional
12,000 shares of Interpublic Common Stock which will be subject to all of the
terms and conditions of the 1986 Stock Incentive Plan. Forty percent of these
options will be exercisable after a three-year holding period, thirty percent
will be exercisable after a four-year holding period and the balance will be
exercisable after a five-year holding period. The grant of these options shall
be at 85% of the market value of Interpublic common stock on the date the grant
is approved by the Committee.
7.07 Interpublic agrees to have its Management Human Resources
Committee elect Executive to membership in the Development Council and Executive
shall receive, at a minimum, all fringe benefits, vacation and perquisites given
to Executive, employees of Interpublic or the Corporation holding a similar
title and position. Executive will also have an annual automobile allowance of
$7,000 and the Corporation shall pay for garage parking in proximity to his
office.
7.08 The Corporation will also pay or reimburse Executive for the cost
of club membership in the amount of $10,000 per annum.
7.09 Should the Committee fail to make any or all of the awards
referred to in Sections 7.04, 7.05 and 7.06, the Corporation will take whatever
action is necessary to grant Executive compensation or other benefits of
equivalent value, subject to Executive's approval, which will not unreasonably
withheld.
ARTICLE VIII
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Agreement Entire
----------------
8.01 This Agreement constitutes the entire understanding between
Interpublic and Executive concerning his employment by Interpublic's
aforementioned subsidiaries and supersedes any and all previous agreements
between Executive and Interpublic or any of its subsidiaries concerning such
employment. This Agreement may not be changed orally.
ARTICLE IX
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Applicable Law
--------------
9.01 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
-------------------------------------
Name: C. Kent Kroeber
Title:
By: /s/ JAMES R. HEEKIN
-------------------------------------
Name: JAMES R. HEEKIN
Title:
Exhibit 10(b)(i)(b)
EXECUTIVE SPECIAL BENEFIT AGREEMENT
-----------------------------------
AGREEMENT made as of January 1, 1994 by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter
referred to as "Interpublic") and JAMES R. HEEKIN (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 seventy-two months beginning on the date of this Agreement and ending
on the day preceding the sixth 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 $25,000 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 Eighty Two Thousand Five Hundred Dollars
($82,500) per annum for fifteen years following Executive's death, such payments
to be made on January 15 of each of the fifteen 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 Eighty-Two Thousand Five
Hundred Dollars ($82,500) per annum for fifteen 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 $ 57,750
On or after 56th birthday but prior to 57th birthday $ 62,700
On or after 57th birthday but prior to 58th birthday $ 67,650
On or after 58th birthday but prior to 59th birthday $ 72,600
On or after 59th birthday but prior to 60th birthday $ 77,550
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 Twenty Fivey
Thousand Dollars ($25,000) 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 One Hundred Fifty Thousand dollars ($150,000). 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 72 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 from such
termination, if such termination occurs during the first two years of employment
hereunder, or for a period of twelve months if such termination occurs
subsequent to the first two years of employment, 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 and as to which brand Executive devoted
services.
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
By: /s/ JAMES R. HEEKIN, III
-------------------------------------
JAMES R. HEEKIN, III
Exhibit 10(b)(i)(c)
EXECUTIVE SEVERANCE AGREEMENT
------------------------
This AGREEMENT ("Agreement") dated January 1, 1998 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 JAMES R. HEEKIN (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/ JAMES R. HEEKIN
----------------------------------------
JAMES R. HEEKIN
Exhibit 10(b)(i)(d)
EMPLOYMENT AGREEMENT
--------------------
AGREEMENT made as of January 1, 1998 by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a Delaware corporation ("Interpublic" or the
"Corporation"), and JAMES R. HEEKIN ("Executive").
In consideration of the mutual promises set forth herein the parties
hereto agree as follows:
ARTICLE I
---------
TERM OF EMPLOYMENT
------------------
1.01 Subject to the provisions of Article VII and Article VIII, and
upon the terms and subject to the conditions set forth herein, the Corporation
will employ Executive for the period beginning January 1, 1998 ("Commencement
Date") and ending on December 31, 2003. (The period during which Executive is
employed hereunder is referred to herein as the "term of employment.") Executive
will serve the Corporation during the term of employment.
ARTICLE II
----------
DUTIES
------
2.01 During the term of employment, Executive will:
(i) Serve as Regional Director Europe of McCann-Erickson Europe,
a wholly-owned subsidiary of Interpublic ("McCann").
(ii) Use his best efforts to promote the interests of the
Corporation and McCann and devote his full time and efforts to their
business and affairs;
(iii) Perform such duties as the Corporation and McCann may from
time to time assign to him; and (iv) Serve in such other offices of
the Corporation and/or McCann as he may be elected or appointed to.
ARTICLE III
-----------
REGULAR COMPENSATION
--------------------
3.01 The Corporation will compensate Executive for the duties performed
by him hereunder, by payment of a total base salary at the rate of Five Hundred
Fifty Thousand Dollars ($550,000) per annum, Fifty Thousand Dollars ($50,000) of
which shall be accrued in accordance with an Executive Special Benefit Agreement
to be entered into between the Executive and Interpublic. The non-accrued
portion of Executive's total base salary shall be payable in equal installments,
which the Corporation shall pay at semi-monthly intervals, subject to customary
withholding for federal, state and local taxes.
3.02 The Corporation may at any time increase the compensation paid to
Executive under this Article III if the Corporation in its sole discretion shall
deem it advisable so to do in order to compensate him fairly for services
rendered to the Corporation.
ARTICLE IV
----------
BONUSES
-------
4.01 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 1997-2000 performance period under Interpublic's
Long-Term Performance Incentive Plan ("LTPIP") equal to (i) one thousand three
hundred fifty (1,350) performance units tied to the cumulative compound profit
growth of McCann North America, (ii) four hundred fifty (450) performance units
tied to the cumulative compound profit growth of McCann Worldwide, and (iii)
eighteen hundred (1,800) performance units tied to the cumulative compound
profit growth of McCann Europe.
ARTICLE V
---------
INTERPUBLIC STOCK
-----------------
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 to Executive ten
thousand (10,000) shares of Interpublic Common Stock which will be subject to a
five year vesting restriction.
5.02 As soon as administratively feasible after full execution of this
Agreement, Interpublic will use its best efforts to have the Committee grant to
Executive options to purchase twenty thousand (20,000) shares of Interpublic
Common Stock, which will be subject to all the terms and conditions of the
Interpublic Stock Incentive Plan. Forty percent (40%) of the options will be
exercisable after the third anniversary of the date of grant, thirty percent
(30%) will be exercisable after the fourth anniversary and thirty percent (30%)
will be exercisable after the fifth anniversary of the date of grant through the
tenth anniversary of the date of grant.
ARTICLE VI
----------
OTHER EMPLOYMENT BENEFITS
-------------------------
6.01 Executive shall be eligible to participate in such other employee
benefits as are available from time to time to other key management executives
of Interpublic in accordance with the then-current terms and conditions
established by Interpublic for eligibility and employee contributions required
for participation in such benefits opportunities.
6.02 Executive will be entitled to four (4) weeks of vacation per year,
to be taken in such amounts and at such times as shall be mutually convenient
for Executive and the Corporation.
ARTICLE VII
-----------
TERMINATION
-----------
7.01 The Corporation 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 Executive's employment
hereunder shall terminate on the date specified in such notice, or
(ii) By giving Executive 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 Executive's employment
hereunder shall terminate on the date specified in such notice and the
Corporation 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.
During the termination period provided in subsection (i), or in the
case of a termination under subsection (ii) providing for a termination period
of less than twelve (12) months, for a period of twelve (12) months after the
termination notice, Executive will be entitled to receive all employee benefits
accorded to him prior to termination which are made available to employees
generally; provided, that such benefits shall cease upon such date that
Executive accepts employment with another employer offering similar benefits.
7.02 Executive may at any time give notice in writing to the
Corporation 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, and Executive shall
receive his salary until the termination date.
ARTICLE VIII
------------
COVENANTS
---------
8.01 While Executive is employed hereunder by the Corporation he shall
not, without the prior written consent of the Corporation, which will not be
unreasonably withheld, 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 the Corporation and shall not at any time during the term of employment or
for a period of three years thereafter, without the prior written consent of the
Corporation, divulge, furnish or make known or accessible to, or use for the
benefit of, anyone other than the Corporation and its subsidiaries and
affiliates any information of a confidential nature relating in any way to the
business of the Corporation or its subsidiaries or affiliates or their clients
and obtained by him in the course of his employment hereunder.
8.03 All records, papers and documents kept or made by Executive
relating to the business of the Corporation or its subsidiaries or affiliates or
their clients shall be and remain the property of the Corporation.
8.04 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 the Corporation 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 the Corporation, 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 the Corporation.
8.05 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, (a) solicit any employee of the Corporation, Interpublic or
any affiliated company of Interpublic to leave such employ to enter the employ
of Executive or of any person, firm or corporation 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 event marketing, public relations,
advertising, sales promotion or market research business of any person or entity
which is a client of the Corporation.
8.06 If at the time of enforcement of any provision of this Agreement,
a court shall hold that the duration, scope or area restriction of any provision
hereof is unreasonable under circumstances now or then existing, the parties
hereto agree that the maximum duration, scope or area reasonable under the
circumstances shall be substituted by the court for the stated duration, scope
or area.
8.07 Executive acknowledges that a remedy at law for any breach or
attempted breach of Article VIII of this Agreement will be inadequate, and
agrees that the Corporation shall be entitled to specific performance and
injunctive and other equitable relief in the case of any such breach or
attempted breach.
8.08 Executive represents and warrants that neither the execution and
delivery of this Employment Agreement nor the performance of Executive's
services hereunder will conflict with, or result in a breach of, any agreement
to which Executive is a party or by which he may be bound or affected, in
particular the terms of any employment agreement to which Executive may be a
party. Executive further represents and warrants that he has full right, power
and authority to enter into and carry out the provisions of this Employment
Agreement.
ARTICLE IX
----------
Assignment
----------
9.01 This Agreement shall be binding upon and enure to the benefit of
the successors and assigns of the Corporation. Neither this Agreement nor any
rights hereunder shall be assignable by Executive and any such purported
assignment by him shall be void.
ARTICLE X
---------
AGREEMENT ENTIRE
----------------
10.01 This Agreement constitutes the entire understanding between the
Corporation and Executive concerning his employment by the Corporation or any of
its parents, affiliates or subsidiaries and supersedes any and all previous
agreements between Executive and the Corporation or any of its parents,
affiliates or subsidiaries concerning such employment, and/or any compensation
or bonuses. Each party hereto shall pay its own costs and expenses (including
legal fees) incurred in connection with the preparation, negotiation and
execution of this Agreement. This Agreement may not be changed orally.
ARTICLE XI
----------
APPLICABLE LAW
--------------
11.01 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
-------------------------------------
Name: KENT KROEBER
By: /s/ JAMES R. HEEKIN
-------------------------------------
Name: JAMES R. HEEKIN
Exhibit 10(b)(i)(e)
EXECUTIVE SPECIAL BENEFIT AGREEMENT
-----------------------------------
AGREEMENT made as of February 1, 1998 by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter
referred to as "Interpublic") and JAMES R. HEEKIN (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 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 Twenty Thousand Dollars
($120,000) 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 Twenty Thousand
Dollars ($120,000) 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 $ 62,400
On or after 56th birthday but prior to 57th birthday $ 76,800
On or after 57th birthday but prior to 58th birthday $ 91,200
On or after 58th birthday but prior to 59th birthday $105,600
On or after 59th birthday but prior to 60th birthday $112,800
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
----------
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. 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
-----------
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 (24) months from
such termination, if such termination occurs during the first two (2) years of
employment hereunder, or for a period of twelve (12) months if such termination
occurs subsequent to the first two years of employment, 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 and as to which brand Executive
devoted services.
ARTICLE IV
----------
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
---------
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.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ C. KENT KROEBER
----------------------------------------
C. KENT KROEBER
/s/ JAMES R. HEEKIN
----------------------------------------
JAMES R. HEEKIN
Exhibit 10(b)(i)(f)
SUPPLEMENTAL AGREEMENT
----------------------
SUPPLEMENTAL AGREEMENT made as of March 28, 2000 between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation ("Interpublic") and
JAMES R. HEEKIN ("Executive").
W I T N E S S E T H:
-------------------
WHEREAS, Interpublic and Executive are parties to an Employment
Agreement made as of January 1, 1998 (hereinafter referred to as the
"Agreement"); and
WHEREAS, Interpublic and Executive desire to amend the Agreement; NOW,
THEREFORE, in consideration of the mutual promises herein and in the Agreement
set forth, the parties hereto, intending to be legally bound, agree as follows:
1. Paragraph 3.01 of the Agreement is hereby deleted and amended to
read in its entirety as follows: "The Corporation will compensate Executive for
the duties performed by him hereunder, by payment of a total base salary at the
rate of Eight Hundred Seventy Thousand Dollars ($870,000) per annum, One Hundred
Thousand Dollars ($100,000) of which shall be accrued in accordance with certain
Executive Special Benefit Agreements entered into between the Executive and
Interpublic. The non-accrued portion of Executive's total base salary shall be
payable in equal installments, which the Corporation shall pay at semi-monthly
intervals, subject to customary withholding for federal, state and local taxes."
2. A new paragraph 5.03 shall be added to read as follows: "Executive
has been granted: (i) effective December 16, 1999, seventy thousand (70,000)
shares of Interpublic Common Stock which are subject to a five-year vesting
restriction, and (ii) effective March 21, 2000 an additional thirty thousand
(30,000) shares of Interpublic Common Stock, which are subject to a seven-year
vesting restriction."
3. A new paragraph 5.04 shall be added to read as follows: "Executive
has been granted: (i) effective December 12, 1999, options to purchase one
hundred thousand (100,000) shares of Interpublic Common Stock, and (ii)
effective March 21, 2000, options to purchase eighty thousand (80,000) shares of
Interpublic Common Stock, all of which are subject to all the terms and
conditions of the Interpublic Stock Incentive Plan. Forty percent (40%) of the
options will be exercisable after the third anniversary of the date of grant,
thirty percent (30%) will be exercisable after the fourth anniversary and thirty
percent (30%) will be exercisable after the fifth anniversary of the date of
grant through the tenth anniversary of the date of grant."
Except as hereinabove amended, the Agreement shall continue in full
force and effect.
This Supplemental Agreement shall be governed by the laws of the State
of New York, applicable to contracts made and fully to be performed therein.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ C. KENT KROEBER
----------------------------------------
C. KENT KROEBER
/s/ JAMES R. HEEKIN
----------------------------------------
JAMES R. HEEKIN
Exhibit 10(b)(i)(g)
SUPPLEMENTAL AGREEMENT
----------------------
SUPPLEMENTAL AGREEMENT made as of June 1, 2000, by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State of Delaware
(hereinafter referred to as the "Corporation"), and James R. Heekin (hereinafter
referred to as "Executive").
W I T N E S S E T H:
-------------------
WHEREAS, the Corporation and Executive are parties to an Executive
Severance Agreement made as of January 1, 1998 (hereinafter referred to as the
"Agreement"); and
WHEREAS, the Corporation and Executive desire to amend the Executive
Severance Agreement; NOW, THEREFORE, in consideration of the mutual promises
herein and in the Agreement set forth, the parties hereto, intending to be
legally bound, agree as follows:
1. Paragraph 5.9 of the Agreement is hereby amended effective June
1, 2000, so as to delete "Two (2.0)" and to substitute therefor
"Three (3)".
2. Except as hereinabove amended, the Agreement shall continue in
full force and effect.
3. This Supplemental Agreement shall be governed by the laws of the
State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ C. KENT KROEBER
----------------------------------------
C. KENT KROEBER
/s/ JAMES R. HEEKIN
----------------------------------------
JAMES R. HEEKIN
Exhibit 10(b)(i)(h)
EXECUTIVE SPECIAL BENEFIT AGREEMENT
-----------------------------------
AGREEMENT made as of January 1, 2000, by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter
referred to as "Interpublic") and JAMES R. HEEKIN (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 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 Twenty Five Thousand Dollars ($25,000) 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 Fifty Thousand Dollars ($50,000) 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 Fifty Thousand Dollars
($50,000) 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-eighth 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 58th birthday but prior to 59th birthday $38,000
On or after 59th birthday but prior to 60th birthday $44,000
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
----------
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-eighth
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 Twenty Thousand
Dollars ($25,000) 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
Twenty Five Thousand Dollars ($25,000). 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
-----------
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 twelve 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
----------
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
---------
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/ JAMES R. HEEKIN
----------------------------------------
JAMES R. HEEKIN
Exhibit 10(b)(ii)(a)
SUPPLEMENTAL AGREEMENT
----------------------
AGREEMENT made as of June 30, 2000 by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter
referred to as "Interpublic") and BARRY LINSKY (hereinafter referred to as
"Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Executive and Interpublic are parties to an Executive Special
Benefit Agreement made as of March 1, 1987, and Supplemental Agreements made as
of May 23, 1990 and March 1, 1993 (hereinafter referred to collectively as the
"Agreement"); and;
WHEREAS, the Corporation and Executive desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein set
forth, the parties hereto, intending to be legally bound, agree as follows:
1. Section 1.03 of the Agreement is hereby amended, so as to delete
"per annum for fifteen 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" and to substitute "per annum for
fifteen (15) years in monthly installments beginning with the 15th of the
calendar month following Executive's death, and in equal monthly installments
thereafter". 2. A new Section 1.11 to the Agreement is hereby added to read in
its entirety as follows: "If Executive's employment continues beyond the maximum
target benefit age provided in this Agreement, the maximum target age benefit
will be increased 4% annually until Executive fully retires. In no event,
however, will the 4% annual benefit increase be applied past the year 2003".
3. Except as herein above amended, the Agreement shall continue in
full force and effect.
4. This Supplemental Agreement shall be governed by the laws of the
State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ C. KENT KROEBER
----------------------------------------
C. KENT KROEBER
/s/ BARRY LINSKY
----------------------------------------
BARRY LINSKY
Exhibit 10(b)(ii)(b)
EXECUTIVE SPECIAL BENEFIT-INCOME REPLACEMENT AGREEMENT
------------------------------------------------------
AGREEMENT made as of June 1, 2000 by and between THE INTERPUBLIC GROUP
OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter referred
to as "Interpublic") and BARRY R. LINKSY (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-Income Replacement 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
---------
Income Replacement Payment
--------------------------
1.01 Effective January 1, 2002, provided Executive is employed by the
Corporation on such date, the Corporation shall provide Executive with the
following benefits:
(a) Upon Executive's retirement from the employ of the Corporation,
the Corporation shall pay or cause to be paid, to Executive Two Hundred and
Fifty-Eight Thousand Dollars ($258,000) per annum for fifteen (15) years in
monthly installments beginning with the 15th of the month following
Executive's last day of employment and in equal monthly installments
thereafter. If Executive should die before all annual payments under this
Section 1.01(a) are made, such payments shall continue to be paid to
Executive's estate in accordance with the terms of this Agreement.
(b) If Executive shall die while in the employ of the Corporation (or
while payments are being made under Section 1.01(a) of this Agreement), the
Corporation shall pay or cause to be paid to such beneficiary or
beneficiaries as Executive shall have designated pursuant to Section 1.02
(or in the absence of such designation, shall pay to the Executor of the
Will or the Administrator of the Estate of Executive) Two Hundred and
Fifty-Eight Thousand Dollars ($258,000) per annum for fifteen (15) years in
monthly installments beginning with the 15th of the calendar month
following Executive's death and in equal monthly installments thereafter.
(c) In the event of the Executive's death, the Executor of the Will,
or its Administrator of the Estate of the Executive can apply for a present
value payment of any unpaid portion of the payments to be made under this
Agreement, which the Corporation may grant, in its discretion. In such
event, the present value shall be based on an annual rate approved by the
Board of Directors.
1.02 For purposes of this Agreement, 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.
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.
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.
4.03 The Corporation shall have the right to withhold from all
payments made to Executive or his estate or beneficiary under this Agreement all
taxes which it shall reasonably determine shall be required.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ C. KENT KROEBER
----------------------------------------
Name: C. KENT KROEBER
Title: Senior Vice President, Human
Resources
/s/ BARRY R. LINSKY
----------------------------------------
BARRY R. LINSKY
Exhibit 10(b)(ii)(c)
SUPPLEMENTAL AGREEMENT
----------------------
SUPPLEMENTAL AGREEMENT made as of March 26, 2001 by and between The
Interpublic Group of Companies, Inc., a corporation of the State of Delaware
(hereinafter referred to as the "Corporation"), and BARRY R. LINSKY (hereinafter
referred to as "Executive").
W I T N E S S E T H;
-------------------
WHEREAS, the Corporation and Executive are parties to an Employment
Agreement made as of January 1, 1991, a Supplemental Agreement dated as of
August 15, 1992, a Supplemental Agreement dated as of January 1, 1995, a
Supplemental Agreement made as of January 1, 1996 and a Supplemental Agreement
dated as of August 1, 1996 (hereinafter collectively referred to as the
"Employment Agreement"); and
WHEREAS, the Corporation and Executive desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein and in
the Employment Agreement set forth, the parties hereto, intending to be legally
bound, agree as follows:
1. Section 1.01 of the Employment Agreement is hereby amended,
effective as of March 26, 2001, so as to delete: "and ending on December 31,
2000" therefrom and substitute "and ending on December 31, 2005" therefore.
2. Section 2.01 (iii) of the Employment Agreement is hereby amended,
effective as of March 26, 2001, so as to delete: "Executive's initial position
will be Senior Vice President-Planning and Business Development at Interpublic"
therefrom and substitute "Serve as Executive Vice President" therefore.
. 3. Except as hereinabove amended, the Employment Agreement shall
continue in full force and effect.
4. This Supplemental Agreement shall be governed by the laws of the
State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ C. KENT KROEBER
----------------------------------------
C. KENT KROEBER
/s/ BARRY R. LINSKY
----------------------------------------
BARRY R. LINSKY
Exhibit 10(b)(iii)(a)
SUPPLEMENTAL AGREEMENT
----------------------
AGREEMENT made as of June 30, 2000 by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter
referred to as "Interpublic") and C. KENT KROEBER (hereinafter referred to as
"Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Executive and Interpublic are parties to an Executive Special
Benefit Agreement made as of July 1, 1987, and Supplemental Agreements made as
of May 23, 1990, June 1, 1994 and October 27, 1998 (hereinafter referred to
collectively as the "Agreement"); and;
WHEREAS, the Corporation and Executive desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein set
forth, the parties hereto, intending to be legally bound, agree as follows:
1. Section 1.03 of the July 1, 1987 Agreement and Sections 1.02 of the
October 27, 1998 and June 1, 1994 Agreements are hereby amended, so as to delete
"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" and to substitute "per annum
for fifteen (15) years in monthly installments beginning with the 15th of the
calendar month following Executive's death, and in equal monthly installments
thereafter".
2. A new Section 1.11 to the July 1, 1987 Agreement and a new Section
1.05 to the October 27, 1998 Agreement are hereby added to read in their
entirety as follows: "If Executive's employment continues beyond the maximum
target benefit age provided in this Agreement, the maximum target age benefit
will be increased 4% annually until Executive fully retires. In no event,
however, will the 4% annual benefit increase be applied past the year 2003".
3. Except as herein above amended, the Agreement shall continue in
full force and effect.
4. This Supplemental Agreement shall be governed by the laws of the
State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ NICHOLAS J. CAMERA
----------------------------------------
By: NICHOLAS J. CAMERA
/s/ C. KENT KROEBER
----------------------------------------
C. KENT KROEBER
Exhibit 10(b)(iii)(b)
EXECUTIVE SPECIAL BENEFIT-INCOME REPLACEMENT AGREEMENT
------------------------------------------------------
AGREEMENT made as of June 1, 2000 by and between THE INTERPUBLIC GROUP
OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter referred
to as "Interpublic") and C. KENT KROEBER (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-Income Replacement 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
---------
Income Replacement Payment
--------------------------
1.01 Effective January 1, 2002, provided Executive is employed by the
Corporation on such date, the Corporation shall provide Executive with the
following benefits:
(a) Upon Executive's retirement from the employ of the Corporation,
the Corporation shall pay or cause to be paid, to Executive Two Hundred and
Eighty-Six Thousand Dollars ($286,000) per annum for fifteen (15) years in
monthly installments beginning with the 15th of the calendar month
following Executive's last day of employment and in equal monthly
installments thereafter. If Executive should die before all annual payments
under this Section 1.01(a) are made, such payments shall continue to be
paid to Executive's estate in accordance with the terms of this Agreement.
(b) If Executive shall die while in the employ of the Corporation (or
while payments are being made under Section 1.01(a) of this Agreement), the
Corporation shall pay or cause to be paid to such beneficiary or
beneficiaries as Executive shall have designated pursuant to Section 1.02
(or in the absence of such designation, shall pay to the Executor of the
Will or the Administrator of the Estate of Executive) Two Hundred and
Eighty-Six Thousand Dollars ($286,000) per annum for fifteen (15) years in
monthly installments beginning with the 15th of the calendar month
following Executive's death, and in equal monthly installments thereafter.
(c) In the event of the Executive's death, the Executor of the Will,
or its Administrator of the Estate of the Executive can apply for a present
value payment of any unpaid portion of the payments to be made under this
Agreement, which the Corporation may grant, in its discretion. In such
event, the present value shall be based on an annual rate approved by the
Board of Directors.
1.02 For purposes of this Agreement, Executive may at any time
designate a beneficiary or beneficiaries by filing with the General Counsel and
Secretary 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.
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.
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.
4.03 The Corporation shall have the right to withhold from all
payments made to Executive or his estate or beneficiary under this Agreement all
taxes which it shall reasonably determine shall be required.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ NICHOLAS J. CAMERA
----------------------------------------
Name: NICHOLAS J. CAMERA
Title: Senior Vice President
General Counsel and Secretary
/s/ C. KENT KROEBER
----------------------------------------
C. KENT KROEBER
Exhibit 10(b)(iv)(a)
SUPPLEMENTAL AGREEMENT
----------------------
AGREEMENT made as of June 30, 2000 by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter
referred to as "Interpublic") and THOMAS J. VOLPE (hereinafter referred to as
"Executive"). W I T N E S S E T H:
WHEREAS, Executive and Interpublic are parties to an Executive Special
Benefit Agreement made as of April 1, 1986 and Supplemental Agreements made as
of May 23, 1990 and March 21, 2000 (hereinafter referred to collectively as the
"Agreement"); and;
WHEREAS, the Corporation and Executive desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein set
forth, the parties hereto, intending to be legally bound, agree as follows:
1. Section 1.03 of the April 1,1986 Agreement is hereby amended, so as
to delete "per annum for fifteen years following Executive's death, such
payments to be made on January 15 of each of the fifteen years beginning with
the year following the year in which Executive dies" and to substitute "per
annum for fifteen (15) years in monthly installments beginning with the 15th of
the calendar month following Executive's death, and in equal monthly
installments thereafter".
2. Section 1.02 of the March 21, 2000 agreement is hereby amended, so
as to delete "per annum for fifteen (15) years following Executive's death, such
payments to be made on the 15th of the month following the month in which
Executive dies, and on each anniversary of such date for each of the fourteen
(14) years thereafter" and substitute "per annum for fifteen years in monthly
installments beginning with the 15th of the calendar month following Executive's
death, and in equal monthly installments thereafter".
3. Section 1.03 of the March 21, 2000 agreement is hereby amended, so
as to delete "per annum for fifteen (15) years following Executive's last day of
employment, such payments to be made on the 15th of the month following the
month in which Executive retires, and on each anniversary of such date for each
of the fourteen (14) years thereafter" and substitute "per annum for fifteen
years in monthly installments beginning with the 15th of the calendar month
following Executive's last day of employment, and in equal monthly installments
thereafter".
4. A new Section 1.11 to the April 1, 1986 Agreement is hereby added
to read in their entirety as follows: "If Executive's employment continues
beyond the maximum target benefit age provided in this Agreement, the maximum
target age benefit will be increased 4% annually until Executive fully retires.
In no event, however, will the 4% annual benefit increase be applied past the
year 2003".
5. Except as herein above amended, the Agreement shall continue in
full force and effect.
6. This Supplemental Agreement shall be governed by the laws of the
State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ C. KENT KROEBER
----------------------------------------
C. KENT KROEBER
/s/ THOMAS J. VOLPE
----------------------------------------
THOMAS J. VOLPE
Exhibit 10(b)(iv)(b)
SUPPLEMENTAL AGREEMENT
----------------------
AGREEMENT made as of June 30, 2000 by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State of Delaware
(hereinafter referred to as "Interpublic") and THOMAS J. VOLPE (hereinafter
referred to as "Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Executive and Interpublic are parties to an Executive Special
Benefit Agreement-Income Replacement Agreement made as of June 1, 2000
(hereinafter referred to as the "AGREEMENT"); and;
WHEREAS, the Corporation and Executive desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein set
forth, the parties hereto, intending to be legally bound, agree as follows: 1.
Section 1.01 (a) of the Agreement is hereby amended, so as to delete "per annum
for fifteen (15) years following Executive's last day of employment, such
payments to be made on the 15th of the month following the month in which
Executive retires, and on each anniversary of such date for each of the fourteen
(14) years thereafter" and substitute "per annum for fifteen (15) years in
monthly installments beginning with the 15th of the calendar month following
Executive's last day of employment, and in equal monthly installments
thereafter".
2. Section 1.01 (b) of the Agreement is hereby amended, so as to
delete "per annum for fifteen (15) years following Executive's death, such
payments to be made on the 15th of the month following the month in which
Executive dies, and on each anniversary of such date for each of the fourteen
(14) years thereafter" and substitute "per annum for fifteen (15) years in
monthly installments beginning with the 15th of the calendar month following
Executive's death, and in equal monthly installments thereafter".
3. Except as herein above amended, the Agreement shall continue in
full force and effect.
4. This Supplemental Agreement shall be governed by the laws of the
State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ C. KENT KROEBER
----------------------------------------
C. KENT KROEBER
/s/ THOMAS J. VOLPE
----------------------------------------
THOMAS J. VOLPE
Exhibit 10(b)(iv)(c)
EXECUTIVE SPECIAL BENEFIT AGREEMENT
-----------------------------------
AGREEMENT made as of March 21, 2000 by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter
referred to as "Interpublic") and THOMAS J. VOLPE (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 One
Hundred Forty Seven Thousand Dollars ($147,000) per annum for fifteen (15) years
following Executive's death, such payments to be made on the 15th of the month
following the month in which Executive dies, and on each anniversary of such
date for each of the fourteen (14) years thereafter.
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 One Hundred Forty Seven Thousand Dollars ($147,000) per annum for fifteen
(15) years following Executive's last day of employment, such payments to be
made on the 15th of the month following the month in which Executive retires,
and on each anniversary of such date for each of the fourteen (14) years
thereafter.
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/ THOMAS J. VOLPE
----------------------------------------
THOMAS J. VOLPE
Exhibit 10(b)(iv)(d)
EXECUTIVE SPECIAL BENEFIT-INCOME REPLACEMENT AGREEMENT
------------------------------------------------------
AGREEMENT made as of June 1, 2000 by and between THE INTERPUBLIC GROUP
OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter referred
to as "Interpublic") and THOMAS J. VOLPE (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-Income Replacement 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
---------
Income Replacement Payment
--------------------------
1.01 Effective January 1, 2001, provided Executive is employed by the
Corporation on such date, the Corporation shall provide Executive with the
following benefits:
(a) Upon Executive's retirement from the employ of the Corporation,
the Corporation shall pay or cause to be paid, to Executive One Hundred and
Three Thousand Dollars ($103,000) per annum for fifteen (15) years following
Executive's last day of employment, such payments to be made on the 15th of the
month following the month in which Executive retires, and on each anniversary of
such date for each of the fourteen (14) years thereafter. If Executive should
die before all annual payments under this Section 1.01(a) are made, such
payments shall continue to be paid to Executive's estate in accordance with the
terms of this Agreement.
(b) If Executive shall die while in the employ of the Corporation (or
while payments are being made under Section 1.01(a) of this Agreement), the
Corporation shall pay or cause to be paid to such beneficiary or beneficiaries
as Executive shall have designated pursuant to Section 1.02 (or in the absence
of such designation, shall pay to the Executor of the Will or the Administrator
of the Estate of Executive) One Hundred and Three Thousand Dollars ($103,000)
per annum for fifteen (15) years following Executive's death, such payments to
be made on the 15th of the month following the month in which Executive dies,
and on each anniversary of such date for each of the fourteen (14) years
thereafter.
(c) In the event of the Executive's death, the Executor of the Will,
or its Administrator of the Estate of the Executive can apply for a present
value payment of any unpaid portion of the payments to be made under this
Agreement, which the Corporation may grant, in its discretion. In such event,
the present value shall be based on an annual rate approved by the Board of
Directors.
1.02 For purposes of this Agreement, 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.
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.
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.
4.03 The Corporation shall have the right to withhold from all
payments made to Executive or his estate or beneficiary under this Agreement all
taxes which it shall reasonably determine shall be required.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ C. KENT KROEBER
----------------------------------------
Name: C. KENT KROEBER
Title: Senior Vice President, Human
Resources
/s/ THOMAS J. VOLPE
----------------------------------------
THOMAS J. VOLPE
Exhibit 10(b)(v)(a)
EMPLOYMENT AGREEMENT
--------------------
AGREEMENT made as of September 5, 2000 by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a Delaware corporation ("Interpublic" or the
"Corporation"), and BRUCE NELSON ("Executive").
In consideration of the mutual promises set forth herein the parties
hereto agree as follows:
ARTICLE I
---------
Term of Employment
------------------
1.01 Subject to the provisions of Article VII and Article VIII, and
upon the terms and subject to the conditions set forth herein, the Corporation
will employ Executive for the period beginning September 5, 2000 ("Commencement
Date") and ending on August 31, 2005. (The period during which Executive is
employed hereunder is referred to herein as the "term of employment.") Executive
will serve the Corporation during the term of employment.
ARTICLE II
----------
Duties
------
2.01 During the term of employment, Executive will:
(i) Serve as Executive Vice President, Chief Marketing Officer of
Interpublic;
(ii) Use his best efforts to promote the interests of the
Corporation and devote his full time and efforts to their business and
affairs;
(iii) Perform such duties as the Corporation may from time to
time assign to him; and (iv) Serve in such other offices of the
Corporation as he may be elected or appointed to.
ARTICLE III
-----------
Regular Compensation
--------------------
3.01 The Corporation will compensate Executive for the duties
performed by him hereunder, by payment of a base salary at the rate of Six
Hundred Thousand Dollars ($600,000) per annum, of which Five Hundred Thousand
Dollars ($500,000) shall be payable in equal installments, which the Corporation
shall pay at semi-monthly intervals, subject to customary withholding for
federal, state and local taxes, and One Hundred Thousand Dollars ($100,000) will
be subject to an Executive Special Benefit Agreement to be entered into between
Executive and Interpublic.
3.02 The Corporation may at any time increase the compensation paid to
Executive under this Article III if the Corporation in its sole discretion shall
deem it advisable so to do in order to compensate him fairly for services
rendered to the Corporation.
ARTICLE IV
----------
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
percent (100%) of his base salary, but the actual award, if any, shall be
determined by the Corporation and shall be based on profits of Interpublic,
Executive's individual performance, and management discretion.
4.02 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 1999-2002 performance period under Interpublic's Long-Term Performance
Incentive Plan ("LTPIP") equal to three thousand one hundred twenty-five (3,125)
performance units tied to the cumulative compound profit growth of Interpublic
and options under Interpublic's Stock Incentive Plan to purchase twenty-five
thousand (25,000) 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.
4.03 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 2001-2004 performance period under Interpublic's
Long-Term Performance Incentive Plan ("LTPIP") equal to six thousand (6,000)
performance units tied to the cumulative compound profit growth of Interpublic
and options under Interpublic's Stock Incentive Plan to purchase thirty thousand
(30,000) 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.
ARTICLE V
---------
Interpublic Stock
-----------------
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 to Executive twenty
thousand (20,000) shares of Interpublic Common Stock which will be subject to a
five year vesting restriction.
5.02 As soon as administratively feasible after full execution of this
Agreement, Interpublic will use its best efforts to have the Committee grant to
Executive options to purchase forty-five thousand (45,000) shares of Interpublic
Common Stock, which will be subject to all the terms and conditions of the
Interpublic Stock Incentive Plan. Forty percent (40%) of the options will be
exercisable after the third anniversary of the date of grant, thirty percent
(30%) will be exercisable after the fourth anniversary and thirty percent (30%)
will be exercisable after the fifth anniversary of the date of grant through the
tenth anniversary of the date of grant.
ARTICLE VI
----------
Other Employment Benefits
-------------------------
6.01 Executive shall be eligible to participate in such other employee
benefits as are available from time to time to other key management executives
of Interpublic in accordance with the then-current terms and conditions
established by Interpublic for eligibility and employee contributions required
for participation in such benefits opportunities.
6.02 Executive will be entitled to four (4) weeks of vacation per
year, to be taken in such amounts and at such times as shall be mutually
convenient for Executive and the Corporation.
6.03 Executive shall be reimbursed for all reasonable out-of-pocket
expenses actually incurred by him in the conduct of the business of the
Corporation provided that Executive submits all substantiation of such expenses
to the Corporation on a timely basis in accordance with standard policies of
Interpublic.
6.04 Executive shall be entitled to an automobile allowance of Seven
Thousand Dollars ($7,000) per annum, and shall be reimbursed for actual parking
expenses in New York City relating to business purposes, provided that Executive
submits all substantiation of such parking expenses to the Corporation on a
timely basis in accordance with standard policies of Interpublic.
6.05 Executive shall be elected a member of the Interpublic
Development Council.
ARTICLE VII
-----------
Termination
-----------
7.01 The Corporation 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 Executive's employment
hereunder shall terminate on the date specified in such notice, or
(ii) By giving Executive 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 Executive's employment
hereunder shall terminate on the date specified in such notice and the
Corporation 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 (1) 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 (1) month to be paid together
with the last installment.
During the termination period provided in subsection (i), or in the
case of a termination under subsection (ii) providing for a termination period
of less than twelve (12) months, for a period of twelve (12) months after the
termination notice, Executive will be entitled to receive all employee benefits
accorded to him prior to termination which are made available to employees
generally; provided, that such benefits shall cease upon such date that
Executive accepts employment with another employer offering similar benefits.
7.02 Notwithstanding the provisions of Section 7.01, during the period
of notice of termination, Executive will use reasonable, good faith efforts to
obtain other employment reasonably comparable to his employment under this
Agreement. Upon obtaining other employment (including work as a consultant,
independent contractor or establishing his own business), Executive will
promptly notify the Corporation, and (a) in the event that Executive's salary
and other non-contingent compensation ("new compensation") payable to Executive
in connection with his new employment shall equal or exceed the salary portion
of the amount payable by the Corporation under Section 7.01, the Corporation
shall be relieved of any obligation to make payments under Section 7.01, or (b)
in the event Executive's new compensation shall be less than the salary portion
of payments to be made under Section 7.01, the Corporation will pay Executive
the difference between such payments and the new compensation.
7.03 Executive may at any time give notice in writing to the
Corporation 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, and Executive shall
receive his salary until the termination date.
7.04 Notwithstanding the provisions of Section 7.01, the Corporation
may terminate the employment of Executive hereunder, at any time after the
Commencement Date, for Cause. For purposes of this Agreement, "Cause" means the
following:
(i) Any material breach by Executive of any provision of this
Agreement (including without limitation Sections 8.01 and 8.02 hereof)
upon notice of same by the Corporation which breach, if capable of
being cured, has not been cured within fifteen (15) days after such
notice (it being understood and agreed that a breach of Section 8.01
or 8.02 hereof, among others, shall be deemed not capable of being
cured);
(ii) Executive's absence from duty for a period of time exceeding
fifteen (15) consecutive business days or twenty (20) out of any
thirty (30) consecutive business days (other than on 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 of the
Corporation;
(iii) The acceptance by Executive, prior to the effective date of
Executive's voluntary resignation from employment with the
Corporation, of a position with another employer, without the consent
of the Board of Directors;
(iv) Misappropriation by Executive of funds or property of the
Corporation or any attempt by Executive to secure any personal profit
related to the business of the Corporation (other than as permitted by
this Agreement) and not fairly disclosed to and approved by the Board
of Directors;
(v) Fraud, dishonesty, disloyalty, gross negligence or willful
misconduct on the part of Executive in the performance of his duties
as an employee of the Corporation;
(vi) A felony conviction of Executive; or
(vii) Executive's engaging, during the term of employment, in
activities which are prohibited by state and/or federal laws
prohibiting discrimination based on age, sex, race, religion or
national origin, or engaging in conduct which is constituted as sexual
harassment.
Upon a termination for Cause, the Corporation shall pay Executive his
salary through the date of termination of employment, and Executive shall not be
entitled to any Special Bonus or Performance Bonus with respect to the year of
termination, or to any other payments hereunder.
ARTICLE VIII
------------
Covenants
---------
8.01 While Executive is employed hereunder by the Corporation he shall
not, without the prior written consent of the Corporation, which will not be
unreasonably withheld, 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 the Corporation and shall not at any time during the term of employment or
for a period of three (3) years thereafter, without the prior written consent of
the Corporation, divulge, furnish or make known or accessible to, or use for the
benefit of, anyone other than the Corporation and its subsidiaries and
affiliates any information of a confidential nature relating in any way to the
business of the Corporation or its subsidiaries or affiliates or their clients
and obtained by him in the course of his employment hereunder.
8.03 All records, papers and documents kept or made by Executive
relating to the business of the Corporation or its subsidiaries or affiliates or
their clients shall be and remain the property of the Corporation.
8.04 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 the Corporation 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 the Corporation, 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 the Corporation.
8.05 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, (a) solicit any employee of the Corporation, Interpublic or
any affiliated company of Interpublic to leave such employ to enter the employ
of Executive or of any person, firm or corporation 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 event marketing, public relations,
advertising, sales promotion or market research business of any person or entity
which is a client of the Corporation.
8.06 If at the time of enforcement of any provision of this Agreement,
a court shall hold that the duration, scope or area restriction of any provision
hereof is unreasonable under circumstances now or then existing, the parties
hereto agree that the maximum duration, scope or area reasonable under the
circumstances shall be substituted by the court for the stated duration, scope
or area.
8.07 Executive acknowledges that a remedy at law for any breach or
attempted breach of Article VIII of this Agreement will be inadequate, and
agrees that the Corporation shall be entitled to specific performance and
injunctive and other equitable relief in the case of any such breach or
attempted breach.
8.08 Executive represents and warrants that neither the execution and
delivery of this Employment Agreement nor the performance of Executive's
services hereunder will conflict with, or result in a breach of, any agreement
to which Executive is a party or by which he may be bound or affected, in
particular the terms of any employment agreement to which Executive may be a
party. Executive further represents and warrants that he has full right, power
and authority to enter into and carry out the provisions of this Employment
Agreement.
ARTICLE IX
----------
Arbitration
-----------
9.01 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 the Corporation. The prevailing party
in any such arbitration shall be entitled to receive attorney's fees and costs.
ARTICLE X
---------
Assignment
----------
10.01 This Agreement shall be binding upon and enure to the benefit of
the successors and assigns of the Corporation. Neither this Agreement nor any
rights hereunder shall be assignable by Executive and any such purported
assignment by him shall be void.
ARTICLE XI
----------
Agreement Entire
----------------
11.01 This Agreement constitutes the entire understanding between the
Corporation and Executive concerning his employment by the Corporation or any of
its parents, affiliates or subsidiaries and supersedes any and all previous
agreements between Executive and the Corporation or any of its parents,
affiliates or subsidiaries concerning such employment, and/or any compensation
or bonuses. Each party hereto shall pay its own costs and expenses (including
legal fees) incurred in connection with the preparation, negotiation and
execution of this Agreement. This Agreement may not be changed orally.
ARTICLE XII
-----------
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
----------------------------------------
Name: C. KENT KROEBER
Title: Senior Vice President, Human
Resources
/s/ BRUCE NELSON
----------------------------------------
BRUCE NELSON
Exhibit 10(b)(v)(b)
EXECUTIVE SPECIAL BENEFIT AGREEMENT
-----------------------------------
AGREEMENT made as of September 1, 2000, by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter
referred to as "Interpublic") and BRUCE NELSON (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 For purposes of this Agreement the "Accrual Term" shall mean the
period of seventy-two (72) months beginning on the date of this Agreement and
ending on the day preceding the sixth 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 One Hundred Thousand Dollars ($100,000) 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 Twenty Thousand Dollars
($120,000) per annum for fifteen (15) years in monthly installments beginning
with the 15th of the calendar month following Executive's death, and in equal
monthly installment thereafter.
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 Twenty
Thousand Dollars ($120,000) per annum for fifteen (15) years in monthly
installments beginning with the 15th of the calendar month following Executive's
last day of employment, and in equal monthly installments thereafter.
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 $62,400
On or after 56th birthday but prior to 57th birthday $76,800
On or after 57th birthday but prior to 58th birthday $91,200
On or after 58th birthday but prior to 59th birthday $105,600
On or after 59th birthday but prior to 60th birthday $112,800
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
----------
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 One Hundred Thousand
Dollars ($100,000) 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
One Hundred Thousand Dollars ($100,000). 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 seventy-two (72) 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
-----------
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 twelve 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
----------
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
---------
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/ BRUCE NELSON
----------------------------------------
BRUCE NELSON
Exhibit 10(b)(v)(c)
SUPPLEMENTAL AGREEMENT
----------------------
SUPPLEMENTAL AGREEMENT made as of September 1, 2000 by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State of Delaware
(hereinafter referred to as "Interpublic"), and BRUCE NELSON (hereinafter
referred to as "Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Interpublic and Executive are parties to an Executive Special
Benefit Agreement made as of January 1, 1986 (hereinafter referred to as the
"Agreement"); and
WHEREAS, Interpublic and Executive desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein and in
the Agreement set forth, the parties hereto, intending to be legally bound,
agree as follows:
1. Section 1.03 of the Agreement is hereby amended, effective as of
September 1, 2000, so as to delete "survivor income payments of One Hundred and
Fifty Thousand Dollars ($150,000) per annum for fifteen years following
Executive's death, such payments to be made on January 15 of each of the fifteen
years beginning with the year following the year in which Executive dies" and
substitute, "survivor income payments of Two Hundred and Eighty Thousand Dollars
($280,000) per annum for fifteen years in monthly installments beginning with
the 15th of the calendar month following Executive's death and in equal monthly
installments".
2. Section 1.04 of the Agreement is hereby amended, effective as of
September 1, 2000 so as to delete "per annum for fifteen years beginning with
the calendar month following Executive's last day of employment, such payments
to be made in equal monthly installments" and substitute, "per annum for fifteen
years in monthly installments beginning with the 15th of the calendar month
following Executive's last day of employment and in equal monthly installments".
3. Section 1.05 of the Agreement is hereby amended, effective as of
September 1, 2000 so as to delete "Executive's forty-ninth birthday", and
substitute "Executive's fiftieth birthday but prior to Executive's sixtieth
birthday" and add "Executive shall receive certain supplementary retirement
benefits at the following rates. Increased benefit amounts apply if Executive
remains employed at least until age 55".
Last Day of Employment Annual Rate
- ---------------------- --------
On or after 49th birthday but prior to 50th birthday $150,000
On or after 50th birthday but prior to 51st birthday $156,000
On or after 51st birthday but prior to 52nd birthday $162,000
On or after 52nd birthday but prior to 53rd birthday $168,000
On or after 53rd birthday but prior to 54th birthday $174,000
On or after 54th birthday but prior to 55th birthday $180,000
On or after 55th birthday but prior to 56th birthday $219,280
On or after 56th birthday but prior to 57th birthday $232,960
On or after 57th birthday but prior to 58th birthday $246,640
On or after 58th birthday but prior to 59th birthday $260,320
On or after 59th birthday but prior to 60th birthday $270,160
4. Section 2.01 of the Agreement is hereby amended, effective as of
September 1, 2000 so as to delete "If Executive shall, for any reason other than
death, cease to be employed by the Corporation on a date prior to November 3,
1995, 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)" and substitute "If Executive leaves the employ of the
Corporation for any reason other than death, he will be paid, the vested
benefit".
5. This Supplemental Agreement shall be governed by the laws of the
State of New York.
Except as hereinabove amended, the Agreement shall continue in full
force and effect.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: /s/ C. KENT KROEBER
----------------------------------------
C. KENT KROEBER
/s/ BRUCE NELSON
----------------------------------------
BRUCE NELSON
Exhibit 10(b)(vi)(a)
EMPLOYMENT AGREEMENT
--------------------
AGREEMENT made as of January 1, 2001 by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a Delaware corporation ("Interpublic" or the
"Corporation"), and FRANK B. LOWE ("Executive").
In consideration of the mutual promises set forth herein the parties
hereto agree as follows:
ARTICLE I
---------
Term of Employment
------------------
1.01 Subject to the provisions of Article VII and Article VIII, and
upon the terms and subject to the conditions set forth herein, the Corporation
will employ Executive for the period beginning January 1, 2001 ("Commencement
Date") and ending on December 31, 2005. (The period during which Executive is
employed hereunder is referred to herein as the "term of employment.") Executive
will serve the Corporation during the term of employment.
ARTICLE II
----------
Duties
------
2.01 During the term of employment, Executive will:
(i) Serve as Chairman and Chief Executive Officer of The Lowe
Group, Lowe Lintas Worldwide, and Octagon Worldwide, wholly-owned
subsidiaries of Interpublic ("Lowe").
(ii) Use his best efforts to promote the interests of the
Corporation and Lowe and devote his full business time and efforts to
their business and affairs;
(iii) Perform such duties as the Corporation may from time to
time assign to him; (iv) Serve in such other offices of the
Corporation and/or Lowe as he may be elected or appointed to;
(v) No significant change in Executive's status or his nature or
scope of his duties shall be effected without his consent; and
(vi) Be proposed as a member of the Corporation's Board of
Directors.
ARTICLE III
-----------
Regular Compensation
--------------------
3.01 The Corporation will compensate Executive for the duties
performed by him hereunder, by payment of a base salary at the rate of One
Million United States Dollars ($1,000,000) per annum, payable in equal
installments, which the Corporation shall pay at semi-monthly intervals, subject
to customary withholding for federal, state and local taxes. In addition, the
Corporation will make a payment of Two Hundred Thousand United States Dollars
($200,000) per year pursuant to an Executive Special Benefit Agreement to be
entered into between the Executive and Interpublic. In addition, the Executive
Severance Agreement, dated January 1, 1998 between the Executive and the
Corporation ("ESA") will remain in full force and effect during the term of
employment.
3.02 The Corporation may at any time increase the compensation paid to
Executive under this Article III if the Corporation in its sole discretion shall
deem it advisable so to do in order to compensate him fairly for services
rendered to the Corporation.
ARTICLE IV
----------
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, and appropriate for an executive holding such a position.
4.02 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 additional
award for the 2000-2002 performance period under Interpublic's Long Term
Performance Incentive Plan ("LTPIP") equal to Two Thousand (2,000) performance
units tied to the cumulative compound profit growth of Lowe Lintas 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.
4.03 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 2001-2004 performance period under the LTPIP equal to
Eleven Thousand (11,000) performance units tied to the cumulative compound
profit growth of Lowe Lintas and Three Thousand (3,000) units tied to his
cumulative compound project growth of Octagon and options under Interpublic's
Stock Incentive Plan to purchase Sixty-Five Thousand (65,000) 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.
4.04 Executive has previously been granted an award under
Interpublic's 1999-2002 LTPIP equal to Three Thousand (3,000) units tied to the
cumulative compound profit growth of Octagon 2000.
ARTICLE V
---------
Interpublic Stock
-----------------
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 to Executive One Hundred
Thirty-Five Thousand (135,000) shares of Interpublic Common Stock which will be
subject to a four year vesting restriction.
5.02 As soon as administratively feasible after full execution of this
Agreement, Interpublic will use its best efforts to have the Committee grant to
Executive options to purchase One Hundred Fifty Thousand (150,000) shares of
Interpublic Common Stock, which will be subject to all the terms and conditions
of the Interpublic Stock Incentive Plan. Forty percent (40%) of the options will
be exercisable after the third anniversary of the date of grant, thirty percent
(30%) will be exercisable after the fourth anniversary and thirty percent (30%)
will be exercisable after the fifth anniversary of the date of grant through the
tenth anniversary of the date of grant.
ARTICLE VI
----------
Other Employment Benefits
-------------------------
6.01 Executive shall be eligible to participate in such other employee
benefits as are available from time to time to other key management executives
of Interpublic in accordance with the then-current terms and conditions
established by Interpublic for eligibility and employee contributions required
for participation in such benefits opportunities.
6.02 Executive shall be entitled to an automobile allowance of Ten
Thousand Dollars ($10,000) per annum.
6.03 Executive shall remain a member of the Interpublic Development
Council.
ARTICLE VII
-----------
Termination
-----------
7.01 The Corporation 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 Executive's employment
hereunder shall terminate on the date specified in such notice, or
(ii) By giving Executive 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 Executive's employment
hereunder shall terminate on the date specified in such notice and the
Corporation 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 (1) 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 (1) month to be paid together
with the last installment.
During the termination period provided in subsection (i), or in the
case of a termination under subsection (ii) providing for a termination period
of less than twelve (12) months, for a period of twelve (12) months after the
termination notice, Executive will be entitled to receive all employee benefits
accorded to him prior to termination which are made available to employees
generally; provided, that such benefits shall cease upon such date that
Executive accepts employment with another employer offering similar benefits. In
addition, in the event of a termination pursuant to subsection (i) or (ii),
Executive will be entitled to a pro-rata portion of his LTPIP entitlements,
restricted stock grants and stock option grants. Such pro-ration shall be in
accordance with Interpublic's standard policies and practices in such cases.
7.02 Notwithstanding the provisions of Section 7.01, during the period
of notice of termination, Executive will use reasonable, good faith efforts to
obtain other employment reasonably comparable to his employment under this
Agreement. Upon obtaining other employment (including work as a consultant,
independent contractor or establishing his own business), Executive will
promptly notify the Corporation, and (a) in the event that Executive's salary
and other non-contingent compensation ("new compensation") payable to Executive
in connection with his new employment shall equal or exceed the salary portion
of the amount payable by the Corporation under Section 7.01, the Corporation
shall be relieved of any obligation to make payments under Section 7.01, or (b)
in the event Executive's new compensation shall be less than the salary portion
of payments to be made under Section 7.01, the Corporation will pay Executive
the difference between such payments and the new compensation.
7.03 Executive may at any time give notice in writing to the
Corporation 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, and Executive shall
receive his salary until the termination date.
7.04 Notwithstanding the provisions of Section 7.01, the Corporation
may terminate the employment of Executive hereunder, at any time after the
Commencement Date, for Cause. For purposes of this Agreement, "Cause" means the
following:
(i) Any material breach by Executive of any provision of this
Agreement (including without limitation Sections 8.01 and 8.02 hereof)
upon notice of same by the Corporation which breach, if capable of
being cured, has not been cured within fifteen (15) days after such
notice (it being understood and agreed that a breach of Section 8.01
or 8.02 hereof, among others, shall be deemed not capable of being
cured);
(ii) Executive's absence from duty for a period of time exceeding
fifteen (15) consecutive business days or twenty (20) out of any
thirty (30) consecutive business days (other than on 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 of the
Corporation;
(iii) The acceptance by Executive, prior to the effective date of
Executive's voluntary resignation from employment with the
Corporation, of a position with another employer, without the consent
of the Board of Directors;
(iv) Misappropriation by Executive of funds or property of the
Corporation or any attempt by Executive to secure any personal profit
related to the business of the Corporation (other than as permitted by
this Agreement) and not fairly disclosed to and approved by the Board
of Directors;
(v) Fraud, dishonesty, disloyalty, gross negligence or willful
misconduct on the part of Executive in the performance of his duties
as an employee of the Corporation;
(vi) A felony conviction of Executive; or
(vii) Executive's engaging, during the term of employment, in
activities which are prohibited by state and/or federal laws
prohibiting discrimination based on age, sex, race, religion or
national origin, or engaging in conduct which is constituted as sexual
harassment.
Upon a termination for Cause, the Corporation shall pay Executive his
salary through the date of termination of employment, and Executive shall not be
entitled to any Special Bonus or Performance Bonus with respect to the year of
termination, or to any other payments hereunder.
7.05 If Executive dies before December 31, 2005, his employment
hereunder shall terminate on the date of his death.
ARTICLE VIII
------------
Covenants
---------
8.01 While Executive is employed hereunder by the Corporation he shall
not, without the prior written consent of the Corporation, which will not be
unreasonably withheld, 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
as well as investments in other entities that are held for investment purposes
only provided that such entities are not in competition with the Corporation and
that investment in such entities does not create a conflict of interest on his
part of Executive.
8.02 Executive shall treat as confidential and keep secret the affairs
of the Corporation and shall not at any time during the term of employment or
thereafter, without the prior written consent of the Corporation, divulge,
furnish or make known or accessible to, or use for the benefit of, anyone other
than the Corporation and its subsidiaries and affiliates any information of a
confidential nature relating in any way to the business of the Corporation or
its subsidiaries or affiliates or their clients and obtained by him in the
course of his employment hereunder.
8.03 All records, papers and documents kept or made by Executive
relating to the business of the Corporation or its subsidiaries or affiliates or
their clients shall be and remain the property of the Corporation.
8.04 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 the Corporation or any of its subsidiaries or
affiliates during the term of employment, and any and all rights of every nature
whatever thereto and which are not in the public domain, shall immediately
become the property of the Corporation, 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 the Corporation.
8.05 Following the termination of Executive's employment hereunder for
any reason, Executive shall not for a period of two (2) years from such
termination, (a) solicit any employee of the Corporation, Interpublic or any
affiliated company of Interpublic to leave such employ to enter the employ of
Executive or of any person, firm or corporation 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 event marketing, public relations,
advertising, sales promotion or market research business of any person or entity
which is a client of the Corporation at the time of termination of employment.
8.06 If at the time of enforcement of any provision of this Agreement,
a court shall hold that the duration, scope or area restriction of any provision
hereof is unreasonable under circumstances now or then existing, the parties
hereto agree that the maximum duration, scope or area reasonable under the
circumstances shall be substituted by the court for the stated duration, scope
or area.
8.07 Executive acknowledges that a remedy at law for any breach or
attempted breach of Article VIII of this Agreement will be inadequate, and
agrees that the Corporation shall be entitled to specific performance and
injunctive and other equitable relief in the case of any such breach or
attempted breach.
8.08 Executive represents and warrants that neither the execution and
delivery of this Employment Agreement nor the performance of Executive's
services hereunder will conflict with, or result in a breach of, any agreement
to which Executive is a party or by which he may be bound or affected, in
particular the terms of any employment agreement to which Executive may be a
party. Executive further represents and warrants that he has full right, power
and authority to enter into and carry out the provisions of this Employment
Agreement.
ARTICLE IX
----------
Arbitration
-----------
9.01 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 any of the cities
where Executive customarily renders services to the Corporation. The prevailing
party in any such arbitration shall be entitled to receive attorney's fees and
costs.
ARTICLE X
---------
Assignment
----------
10.01 This Agreement shall be binding upon and enure to the benefit of
the successors and assigns of the Corporation. Neither this Agreement nor any
rights hereunder shall be assignable by Executive and any such purported
assignment by him shall be void.
ARTICLE XI
----------
Agreement Entire
----------------
11.01 This Agreement (and the ESA) constitutes the entire
understanding between the Corporation and Executive concerning his employment by
the Corporation or any of its parents, affiliates or subsidiaries and supersedes
any and all previous agreements between Executive and the Corporation or any of
its parents, affiliates or subsidiaries concerning such employment, and/or any
compensation or bonuses. Each party hereto shall pay its own costs and expenses
(including legal fees) incurred in connection with the preparation, negotiation
and execution of this Agreement. This Agreement may not be changed orally.
ARTICLE XII
-----------
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
----------------------------------------
Name: C. KENT KROEBER
Title: Senior Vice President, Human
Resources
/s/ FRANK B. LOWE
----------------------------------------
FRANK B. LOWE
Exhibit 10(b)(vi)(b)
SUPPLEMENTAL AGREEMENT
----------------------
SUPPLEMENTAL AGREEMENT made as of January 2, 2001 between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation ("Interpublic") and
FRANK B. LOWE ("Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Interpublic and Executive are parties to an Employment
Agreement made as of January 1, 2001 (hereinafter referred to as the
"Agreement"); and
WHEREAS, Interpublic and Executive desire to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein and in
the Agreement set forth, the parties hereto, intending to be legally bound,
agree as follows:
1. Paragraph 2.01(v) of the Agreement is hereby deleted in its
entirety, effective as of the date hereof, and substituting therefor: "Both
parties agree and understand that certain changes are being considered to
the organization which may involve modifications to Executive's titles and
responsibilities. If any of Executive's current titles and/or
responsibilities are changed by the Corporation in any material way without
Executive's consent, Executive's exclusive remedy shall be, at his option,
to terminate this Agreement upon written notice to the Corporation within
thirty (30) days of such change in title and/or responsibilities. In such
event, the Executive shall be entitled to receive severance in accordance
with the provisions of Section 7.03 from the date of such notice of
termination."
Except as hereinabove amended, the Agreement shall continue in full
force and effect.
This Supplemental Agreement shall be governed by the laws of the State
of New York, applicable to contracts made and fully to be performed therein.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ C. KENT KROEBER
----------------------------------------
C. KENT KROEBER
/s/ FRANK B. LOWE
----------------------------------------
FRANK B. LOWE
Exhibit 10(b)(vi)(c)
EXECUTIVE SPECIAL BENEFIT AGREEMENT
-----------------------------------
AGREEMENT made as of January 15, 2001, by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter
referred to as "Interpublic") and FRANK LOWE (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 For purposes of this Agreement the "Accrual Term" shall mean the
period of seventy-two (72) months beginning on the date of this Agreement and
ending on the day preceding the sixth 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.
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 Eighty One Thousand Four
Hundred and Ninety Five Dollars ($181,495) per annum for fifteen (15) years in
monthly installments beginning with the 15th of the calendar month following
Executive's death, and in equal monthly installment thereafter.
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 sixty-fourth birthday, the Corporation shall pay
to Executive special retirement benefits at the rate of One Hundred Eighty One
Thousand Four Hundred and Ninety Five Dollars ($181,495) per annum for fifteen
(15) years in monthly installments beginning with the 15th of the calendar month
following Executive's last day of employment, and in equal monthly installments
thereafter.
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 sixtieth birthday but
prior to Executive's sixty-fourth 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 60th birthday but prior to 61st birthday $80,648
On or after 61st birthday but prior to 62nd birthday $100,016
On or after 62nd birthday but prior to 63rd birthday $127,443
On or after 63rd birthday but prior to 64th birthday $154,606
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
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
of the Administrator of the Estate of Executive.
1.07 For purposes of Sections 1.03 and 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.
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
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.
1.11 It is expressly agreed that if Executive should become
permanently disabled at any time prior to the end of the Accrual Term, the
Corporation shall provide Executive with a maximum benefit payment of Five
Hundred Thousand Dollars ($500,000) per year for a period of fifteen (15) years.
The term "Permanent Disability" shall mean a determination that Executive is
permanently unable to perform the ordinary responsibilities of his position
following an absence from work of sixty (60) consecutive days as a result of
illness, injury or incapacity. The determination of Disability shall be subject
to verification by the Corporation. The foregoing disability payment
incorporates all amounts to which Executive is entitled under the ESBA
Agreements between the Executive and the Corporation dated January 1, 1991 and
January 1, 1996. 1.12 It is agreed upon that should Executive become Disabled as
defined above, the Corporation has the right to appoint a Doctor to examine
Executive for purposes in verifying Executive's disability.
ARTICLE II
----------
Non-solicitation of Clients or Employees
----------------------------------------
2.01 Following the termination of Executive's employment hereunder for
any reason, Executive shall not for a period of twelve 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 III
-----------
Assignment
----------
3.01 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 IV
----------
Contractual Nature of Obligation
--------------------------------
4.01 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 V
---------
Applicable Law
--------------
5.01 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
----------------------------------------
Name: C. KENT KROEBER
Title: Senior Vice President, Human
Resources
/s/ FRANK LOWE
----------------------------------------
FRANK LOWE