EXECUTIVE SPECIAL BENEFIT AGREEMENT
AGREEMENT made as of June 1, 1994, by and between
THE INTERPUBLIC GROUP OF COMPANIES, INC., a corporation organized
under the laws of the State of Delaware (hereinafter referred to
as "Interpublic"), and EUGENE P. BEARD (hereinafter referred to
as "Executive"):
W I T N E S S E T H
WHEREAS, Executive is in the employ of Interpublic
and/or one or more of its subsidiaries (Interpublic and its
subsidiaries being hereinafter referred to collectively as the
"Corporation"); and
WHEREAS, Interpublic and Executive desire to enter
into an Executive Special Benefit Agreement which shall be
supplementary to any employment agreement or arrangement which
Executive now or hereafter 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 1.06 (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 Two Hundred Thirty Thousand Dollars ($230,000)
per annum for fifteen years following Executive's death, such
payments to be made on January 15 of each of the fifteen years
2
beginning with the year following the year in which Executive
dies.
1.03 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 July 18, 1998, the Corporation shall pay to
Executive special retirement benefits at the rate of Two Hundred
Thirty Thousand Dollars ($230,000) 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.
1.04 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 prior to July 18, 1998,
the Corporation shall pay Executive no special retirement
benefits unless (a) Executive retires or resigns due to a
Disability or (b) the Compensation Committee of the Board of
Directors of Interpublic determines in its sole discretion that
Executive should receive special retirement benefits, in either
of which cases the Corporation shall pay to Executive the special
retirement benefits provided for in Section 1.03. For purposes
3
of the preceding sentence "Disability" means a condition that
renders Executive completely and presumably permanently unable to
perform any or every duty of his regular occupation.
1.05 If, following such termination of
employment, Executive shall die before payment of all of the
installments, if any, provided for in Section 1.03 or Section
1.04, any remaining installments shall be paid to such
beneficiary or beneficiaries as Executive shall have designated
pursuant to Section 1.06 or, in the absence of such designation,
to the Executor of the Will or the Administrator of the Estate of
Executive.
1.06 For purposes of Sections 1.02, 1.03 and
1.04, 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.
1.07 If Executive shall die while in the employ
of the Corporation, no sum shall be payable pursuant to Section
1.03, 1.04 or 1.05.
1.08 It is expressly agreed that Interpublic or
4
its assignee (other than Executive) shall at all times be the
sole and complete owner and beneficiary of any life insurance
policy on the life of Executive which Interpublic may choose to
obtain and own, 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
NONSOLICITATION OF CLIENTS OR EMPLOYEES
2.01 Following the termination of the
employment of Executive with the Corporation for any reason,
Executive shall not for a period of one year from such
termination either (a) solicit any employee of the Corporation to
leave such employ to enter into the employ of Executive or of any
corporation or other 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
5
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.
6
ARTICLE V
GENERAL PROVISIONS
5.01 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
Agreements adopted effective as of January 1, 1974 by
Interpublic.
5.02 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: C. KENT KROEBER
C. KENT KROEBER
EUGENE P. BEARD
ENGENE P. BEARD
7