EXECUTIVE SPECIAL BENEFIT AGREEMENT
AGREEMENT made as of July 1, 1992, by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State
of Delaware (hereinafter referred to as "Interpublic"), and XXXX
X. XXXXXX (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 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 $20,000.00
if Executive is in the employ of the Corporation at that time.
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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 Seventy Two
Thousand Dollars ($72,000) 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.
1.04 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 Seventy
Two Thousand Dollars ($72,000) 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.
1.05 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:
Annual
Last Day of Employment Rate
On or after 55th birthday but prior to 56th birthday $50,400
On or after 56th birthday but prior to 57th birthday $54,720
On or after 57th birthday but prior to 58th birthday $59,040
On or after 58th birthday but prior to 59th birthday $63,360
On or after 59th birthday but prior to 60th birthday $67,680
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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.
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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 Twenty Thousand
Dollars ($20,000) 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.
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.
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ARTICLE III
Nonsolicitation of Clients or Employees
3.01 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 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 benefit.
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.
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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 C. Xxxx Xxxxxxx
Xxxx X. Xxxxxx, Xx.
