SUPPLEMENTAL AGREEMENT
AGREEMENT made as of May 23, 1990, 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, XX. (hereinafter referred to as "Executive").
W I T N E S S E T H
WHEREAS, Executive and Interpublic are parties to an
Executive Special Benefit Agreement made as of July 1, 1986
(hereinafter referred to as the "ESBA"); and
WHEREAS, the Corporation and Executive desire to amend
the ESBA;
NOW, THEREFORE, in consideration of the mutual promises
herein set forth, the parties hereto, intending to be legally
bound, agree as follows:
1. Section 1.02 of the ESBA is hereby amended to read
in its entirety as follows:
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 if Executive is in the employ
of the Corporation at that time."
2. Section 1.10 of the ESBA is hereby amended so as to
add "or its assignee (other than Executive)" after "Interpublic"
in the first line thereof.
3. Section 4.01 of the ESBA is hereby amended to read
in its entirety as follows:
PAGE
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 manner 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."
4. Article V and Section 5.01 of the ESBA are hereby
amended by renumbering them as new Article VI and new Section
6.01, respectively.
5. New Article V and a new Section 5.01 of the ESBA are
hereby added to read in their entirety as follows:
"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 he has become entitled under this
Agreement, but which he has not yet received, shall be
solely the rights of a general unsecured creditor of the
Corporation."
6. Except as hereinabove amended, the ESBA shall remain
in full force and effect.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
BY C. Xxxx Xxxxxxx
Xxxx X. Xxxxxx, Xx.
