EXECUTIVE SPECIAL BENEFIT AGREEMENT
AGREEMENT made as of June 1, 1994, by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State
of Delaware (hereinafter referred to as "Interpublic"), and
PHILIP H. GEIER, JR. (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:
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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
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.
1.02 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 Fifty Five Thousand ($255,000) 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.
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
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special retirement benefits at the rate of Two Hundred Fifty Five
Thousand Dollars ($255,000) 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 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.
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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 Sections
1.03, 1.04 or 1.05.
1.08 In connection with the life insurance
policy referred to in Section 1.01, 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
1.02, 1.03, 1.04 or 1.05.
1.09 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 1.01 and 1.08, 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
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beneficiary nor any other person shall have any right, title or
interest, legal or equitable, whatsoever in or to such policy.
ARTICLE II
NON-SOLICITATION 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 two years 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 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
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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
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.
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5.02 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: PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.