THE INTERPUBLIC GROUP OF COMPANIES
EMPLOYEE STOCK PURCHASE PLAN (1995)
The purpose of this Plan is to provide employees a continued
opportunity to purchase IPG stock through annual offerings to be
made during the ten-year period commencing July 1, 1995.
6,000,000 shares in the aggregate are reserved for this purpose.
1. ADMINISTRATION: The Plan will be administered by a
Committee appointed by the Board of Directors, consisting of at
least three of its members.
The Committee will have authority to make rules and
regulations for the administration of the Plan; its
interpretations and decisions with regard thereto shall be final
and conclusive.
2. ELIGIBILITY: All employees of the Corporation and any
subsidiaries designated by the Committee will be eligible to
participate in the Plan, in accordance with such rules as may be
prescribed from time to time, which rules, however, shall neither
permit nor deny participation in the Plan contrary to the
requirements of the Internal Revenue Code (including, but not
limited to, Section 423(b)(3), (4) and (8) thereof) and
regulations promulgated thereunder. No employee may be granted
an option if such employee, immediately after the option is
granted, owns 5% or more of the total combined voting power or
value of all classes of stock of the Corporation or its
subsidiaries. For purposes of the preceding sentence, the rules
of Section 424(d) of the Internal Revenue Code shall apply in
determining the stock ownership of an individual, and stock which
the employee may purchase under outstanding options shall be
treated as stock owned by the employee.
3. OFFERINGS: The Corporation will make one or more annual
offerings to employees to purchase stock under this Plan. The
terms and conditions for each such offering shall specify the
amount of stock that may be purchased thereunder. Each offering
shall include a Purchase Period of 12 months' duration during
which (or during such portion thereof as an employee may elect to
participate) the amounts received as compensation by an employee
shall constitute the measure of such of the employee's
participation in the offering as is based on compensation.
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4. PARTICIPATION: An employee eligible on the effective
date of any offering may participate in such offering at any time
by completing and forwarding a Payroll Deduction Authorization
form to his appropriate payroll location. The form will
authorize a regular payroll deduction from the employee's
compensation, and must specify the date on which such deduction
is to commence, which may not be retroactive.
5. DEDUCTIONS: The Corporation will maintain payroll
deduction accounts for all participating employees. With respect
to any offering made under this Plan, an employee may authorize a
payroll deduction of up to a maximum of 10% of the compensation
he receives during the Purchase Period specified in the offering
(or during such portion thereof as he may elect to participate).
No employee may be granted an option which permits his
rights to purchase stock under this Plan, or any other stock
purchase plan of the Corporation or its subsidiaries, to accrue
(within the meaning of Section 423(b)(8) of the Internal Revenue
Code and the regulations thereunder) at a rate which exceeds
$25,000 of fair market value of stock (determined at the date of
the offering) for each calendar year in which the option is
outstanding at any time.
6. DEDUCTION CHANGES: An employee may at any time increase
or decrease his payroll deduction by filing a new Payroll
Deduction Authorization form. The change may not become
effective sooner than the next pay period after receipt of the
form. A payroll deduction may be increased only once and reduced
only once during any Purchase Period.
7. WITHDRAWAL OF FUNDS: An employee may at any time and
for any reason permanently draw out the balance accumulated in
his account, and thereby withdraw from participation in an
offering. He may thereafter begin participation again only once
during the remainder of the Purchase Period specified in the
offering. Partial withdrawals will not be permitted.
8. PURCHASE OF SHARES: Each employee participating in any
offering under this Plan will be granted an option, upon the
effective date of such offering, for as many full shares of IPG
stock as he may elect to purchase with the following amounts:
(a) up to 10% of compensation received during the
specified Purchase Period (or during such portion thereof as
he may elect to participate), to be paid by payroll
deductions during such period;
(b) the balance (if any) carried forward from his
payroll deduction account for the preceding Purchase Period
pursuant to the final paragraph of this Section 8; and
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(c) the balance (if any) carried forward from his
payroll deduction account for the final Purchase Period
(ending June 30, 1995) under The Interpublic Group of
Companies Employee Stock Purchase Plan (1985).
Notwithstanding the preceding sentence, in no event may the
number of shares purchased by any employee under an offering
exceed 3,600 shares.
The purchase price for each share purchased under any
offering will be 85% of the average market price on the last
business day of the month as of the end of which the purchase is
made.
As of the last day of each month during any offering, the
account of each participating employee shall be totaled and the
purchase price determined. When a participating employee shall
have sufficient funds in his account to purchase one or more full
shares as of that date, the employee shall be deemed to have
exercised his option to purchase such share or shares at such
price; his account shall be charged for the amount of the
purchase; and the ownership of such share or shares shall be
appropriately evidenced on the books of the Company. Subsequent
shares covered by the employee's option will be purchased in the
same manner, whenever sufficient funds have again accrued in his
account. Upon the purchase of shares of IPG stock under an
option, the Company shall deliver, or cause to be delivered,
promptly to the employee, a statement reflecting the status of
his account.
Payroll deductions may be made under each offering to the
extent authorized by the employee, subject to the maximum
limitation imposed for such offering. A separate employee
account will be maintained with respect to each offering.
A participating employee may not purchase a share under any
offering beyond 12 months from the effective date thereof. Any
balance remaining in an employee's payroll deduction account at
the end of a Purchase Period will be carried forward into the
employee's payroll deduction account for the following Purchase
Period under the Plan or, upon the termination of the Plan, into
the employee's payroll deduction account for the first Purchase
Period under any successor plan if a successor plan is then in
effect. In no event will the balance carried forward be equal to
or greater than the purchase price on the last day of the last
month of the Purchase Period. Any balance remaining in a payroll
deduction account at the termination of the Plan shall be
refunded automatically to the employee in accordance with Section
18 unless a successor plan becomes effective immediately
following the termination of the Plan.
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9. ISSUANCE OF CERTIFICATES: The Company shall issue
certificates to participating employees upon request.
10. REGISTRATION OF CERTIFICATES: Certificates may be
registered only in the name of the employee, or, if he so
indicates on his Payroll Deduction Authorization form, in his
name jointly with a member of his family, with right of
survivorship. An employee who is a resident of a jurisdiction
which does not recognize such a joint tenancy may have
certificates registered in his name as tenant in common with a
member of his family, without right of survivorship.
11. DEFINITIONS: The phrase "average market price" means
the average of the high and low prices of IPG stock on the New
York Stock Exchange on a given day or, if no sales of IPG stock
were made on that day, the average of the high and low prices of
IPG stock on the next preceding day on which sales were made on
said Exchange.
"Compensation" means only basic compensation, including any
employer contribution to a profit-sharing or stock bonus plan
(including the Interpublic Savings Plan) or to any other employee
benefit plan to the extent that such employer contribution
represents an amount that would have been paid to the employee in
cash, as basic compensation, but for the employee's election
pursuant to a qualified cash or deferred arrangement under
Section 401(k) of the Internal Revenue Code (an "elective cash or
deferred contribution") or pursuant to a cafeteria plan within
the meaning of Section 125 of the Internal Revenue Code (a
"salary reduction contribution"), and excluding overtime,
bonuses, cost-of-living allowances, deferred compensation awards
(apart from any elective cash or deferred contribution), or any
other extra payment of any kind (apart from any salary reduction
contribution). Solely for purposes of this Plan, "compensation"
consisting of an elective cash or deferred contribution or a
salary reduction contribution shall be deemed to be received by
the employee on the date on which the contribution would have
been paid to the employee but for the employee's election.
"Date of Offering" shall be the first working day (as
defined below) during the Purchase Period specified for any
offering made under this Plan.
The term "subsidiary" means all subsidiaries of the
Corporation, whether presently a subsidiary or hereafter becoming
a subsidiary, all within the meaning of Section 424(f) of the
Internal Revenue Code and regulations promulgated thereunder.
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"Working day" means a day other than a Saturday, Sunday or
scheduled IPG holiday.
12. RIGHTS AS A STOCKHOLDER: None of the rights or
privileges of a stockholder of the Corporation shall exist with
respect to shares purchased under this Plan unless and until such
shares shall have been appropriately evidenced on the books of
the Corporation.
13. RIGHTS ON RETIREMENT, DEATH OR TERMINATION OF
EMPLOYMENT: In the event of a participating employee's
retirement, death, or termination of employment, no payroll
deduction shall be taken from any pay due and owing to him at
such time and the balance in his account shall be paid to him or,
in the event of his death, to his estate.
14. RIGHTS NOT TRANSFERABLE: Rights under this Plan are
not transferable by a participating employee other than by will
or laws of descent and distribution, and are exercisable during
his lifetime only by him.
15. APPLICATION OF FUNDS: All funds received or held by
the Corporation under this Plan may be used for any corporate
purpose.
16. ADJUSTMENT IN CASE OF CHANGES AFFECTING IPG STOCK: In
the event of a subdivision of the outstanding shares, or the
payment of a stock dividend, the number of shares reserved under
this Plan, including shares covered by outstanding grants to
participating employees, shall be increased proportionately, and
the purchase price for each participant at such time reduced
proportionately, and such other adjustment shall be made as may
be deemed equitable by the Board of Directors. In the event of
any other change affecting IPG stock, such adjustment shall be
made as may be deemed equitable by the Board of Directors to give
proper effect to such event.
17. AMENDMENT OF THE PLAN: The Board of Directors may at
any time, or from time to time, amend this Plan in any respect,
except that, without the approval of the stockholders of the
Corporation, no amendment shall be made (i) increasing or
decreasing the number of shares reserved under this Plan (other
than as provided in Section 16) or (ii) decreasing the purchase
price per share (other than as provided in Section 16).
18. TERMINATION OF THE PLAN: This Plan and all rights of
employees under any offering hereunder shall terminate:
(a) on the day that participating employees become
entitled to purchase a number of shares equal to or greater
than the number of shares remaining available for purchase.
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If the number of shares so purchasable is greater than the
shares remaining available, the available shares shall be
allocated by the Committee among such participating
employees in such manner (consistent with the requirements
of Section 423(b)(4) and (5) of the Internal Revenue Code
and the regulations thereunder) as it deems fair; or
(b) at any time, at the discretion of the Board of
Directors.
No offering hereunder shall be made, the Purchase Period under
which shall extend beyond June 30, 2005. Upon termination of
this Plan, all amounts in the accounts of participating employees
shall be promptly refunded unless those amounts are carried
forward, in accordance with the final paragraph of Section 8,
into accounts established under a successor plan.
19. GOVERNMENTAL REGULATIONS: The Corporation's obligation
to sell and deliver IPG stock under this Plan is subject to the
approval of any governmental authority required in connection
with the authorization, issuance or sale of such stock.