EXECUTIVE SPECIAL BENEFIT AGREEMENT
AGREEMENT made as of March 1, 1993, by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State
of Delaware (hereinafter referred to as "Interpublic"), and
XXXXX 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.
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
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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 Forty Thousand
Five Hundred Sixty Dollars ($40,560) 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 sixty-second birthday, the Corporation shall
pay to Executive special retirement benefits at the rate of Forty
Thousand Five Hundred Sixty Dollars ($40,560) 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-seventh birthday
but prior to Executive's sixty-second 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:
Last Day of Employment Annual Rate
On or after 57th birthday but prior to 58th birthday $20,280
On or after 58th birthday but prior to 59th birthday $24,960
On or after 59th birthday but prior to 60th birthday $29,640
On or after 60th birthday but prior to 61st birthday $34,320
On or after 61st birthday but prior to 62nd birthday $39,000
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.
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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.
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-seventh 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
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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.
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 benefits.
PAGE
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.
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
Xxxxx Xxxxxx
