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 Xxxxx X. Xxxxxx (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 0000 Xxx) 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);, HOWEVER PROVIDED,
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. ?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 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx x0000,
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: C. XXXX XXXXXXX
C. XXXX XXXXXXX
XXXXX X. XXXXXX
XXXXX X. XXXXXX
