EMPLOYMENT AGREEMENT
AGREEMENT made as of August 1, 1984 by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation,
(hereinafter referred to as "Interpublic"), and XXXX X. XXXXXX,
XX. (hereinafter referred to as "Executive").
In consideration of the mutual promises set forth herein the
parties hereto agree as follows:
ARTICLE I
Term of Employment
1.01 Upon the terms and subject to the conditions set
forth herein, Interpublic or one of its subsidiaries will employ
Executive for the period beginning August 1, 1984 and ending on
July 31, 1989, or on such earlier date as the employment of
Executive shall terminate pursuant to Article IV or Article V.
(The period during which Executive is employed hereunder is
referred to herein as the "term of employment" and Interpublic or
whichever of its subsidiaries shall from time to time employ
Executive pursuant to this Agreement is referred to herein as the
"Corporation".) Executive will serve the Corporation during the
term of employment.
ARTICLE II
Duties
2.01 During the term of employment Executive will:
(i) use his best efforts to promote the interests of the
Corporation and devote his full time and efforts to its business
and affairs;
(ii) perform such duties as the Corporation may from time to time
assign to him; and
(iii) serve in such offices of the Corporation as he may be
elected or appointed to.
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ARTICLE III
Compensation
3.01 The Corporation will compensate Executive for
duties performed by him hereunder, including all services
rendered as an officer or director of the Corporation' by payment
of a salary at the rate of $112,000 per annum, payable in equal
installments, which the Corporation may pay at either monthly or
semi-monthly intervals.
3.02 For purposes of this Agreement, each period of 12
months beginning on August 1, 1984, or any anniversary thereof,
shall be referred to as a "Year". Thus the 12-month period
beginning on August 1, 1984 shall be the "First Year., the
12-month period beginning on August 1, 1985 shall be the "Second
Year", and so forth. Subject to the provisions of Section 3.03
hereof, the Corporation will further compensate Executive for the
duties specified in Section 2.01 hereof performed by Executive
during a full Year by payment, at the times and upon the
conditions specified in Section 3.03 hereof, of a sum ("Deferred
Compensation") computed at the rate of $5,000 for the First Year,
$10,000 for the Second Year, $15,000 for the Third Year, $20,000
for the Fourth Year and $25,000 for the Fifth Year, and a
proportionate amount of whichever of the foregoing sums is
applicable for any partial Year during which Executive actually
performs such duties (as well as for any period during which
Executive is receiving payments pursuant to subdivision (ii) of
Section 4.01). Deferred Compensation payable hereunder shall be
entitled to credits equivalent to interest in accordance with the
terms and conditions of the Plan for Credits Equivalent to
Interest on Balances of Deferred Compensation Owing under
Employment Agreements (hereinafter referred to as the "Interest
Plan.), a copy of which is attached hereto as Exhibit I.
Executive acknowledges that the Corporation has the right to
discontinue further credits equivalent to interest in accordance
with the terms and conditions of the Interest Plan. Payment of
Deferred Compensation shall be contingent on full performance by
Executive of all his obligations under Articles I, II and IV of
this Agreement.
3.03 The Deferred Compensation provided for in
Section 3.02 shall be payable at the times and upon the
conditions set forth below:
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(a) If the employment of Executive by the Corporation
terminates by reason of his voluntary resignation, he
shall be entitled to receive no Deferred Compensation
with respect to the Year in which such termination
occurs or with respect to the first, second, third or
fourth years preceding the Year in which such
termination occurs. Voluntary retirement pursuant to
the Interpublic Pension Plan shall not be deemed to be
voluntary resignation if such retirement occurs at or
after age 60 or occurs prior to age 60 with the consent
of the Corporation.
(b) Deferred Compensation earned by Executive with
respect to any Year and not forfeited pursuant to the
provisions of subparagraph (a) of this Paragraph 3.03
will be paid to him within 30 days after the
termination of his employment, together with the
credits equivalent to interest relating to such
payment.
(c) If Executive shall die while employed by the
Corporation or prior to receiving the payment specified
in subparagraph (b) of this Paragraph 3.03, any
Deferred Compensation payable in accordance with these
provisions shall be paid to the Executor of his Will or
the Administrator of his Estate.
(d) It is understood that none of the payments of
Deferred Compensation made in accordance with these
provisions shall be considered for the purposes of
determining Executive's benefits under the Interpublic
Pension Plan unless paid to him while he is in the
employ of a corporation which is a party to that
Pension Plan.
3.04 If at any time during the term of employment the
Corporation shall reduce the compensation of all its employees
receiving compensation at the rate of $25,000 per annum or more,
the compensation of Executive hereunder may be reduced in the
same proportion as the compensation of each such employee.
3.05 The Corporation may at any time increase the
compensation paid to Executive hereunder if the Corporation in
its discretion shall deem it advisable so to do in order to
compensate him fairly for services rendered to the Corporation.
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ARTICLE IV
Termination
4.01 Interpublic may terminate the employment of
Executive hereunder
(i) by giving Executive notice in writing at any time
specifying a termination date not less than six months after the
date on which such notice is given, in which event his employment
hereunder shall terminate on the date specified in such notice,
or
(ii) by giving him notice in writing at any time specifying
a termination date less than six months after the date on which
such notice is given. In this event his employment hereunder
shall terminate on the date specified in such notice and the
Corporation shall thereafter pay him a sum equal to the amount by
which six months' salary at his then current rate exceeds the
salary paid to him for the period from the date on which such
notice is given to the termination date specified in such notice.
Such payment shall be made during the period immediately
following the termination date specified in such notice, in
successive equal monthly installments each of which shall be
equal to one month's salary at the rate in effect at the time of
such termination, with any residue in respect of a period less
than one month to be paid together with the last installment.
4.02 Executive may at any time give notice in writing
to Interpublic specifying a termination date not less than six
months after the date on which such notice is given, in which
event his employment hereunder shall terminate on the date
specified in such notice.
4.03 If the employment of Executive hereunder is
terminated pursuant to this Article IV by either Interpublic or
Executive, Executive shall continue to perform his duties here-
under until the termination date at his salary in effect on the
date that notice of such termination is given.
4.04 If Executive dies before July 31, 1989, his
employment hereunder shall terminate on the date of his death.
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ARTICLE V
Covenants
5.01 While Executive is employed hereunder by the
Corporation he shall not without the prior written consent of the
Corporation engage, directly or indirectly, in any other trade,
business or employment, or have any interest, direct or indirect,
in any other business, firm or corporation; provided. however
that he may continue to own or may hereafter acquire any
securities of any class of any publicly-owned company.
5.02 Executive shall treat as confidential and keep
secret the affairs of the Corporation and shall not at any time
during the term of employment or thereafter, without the prior
written consent of the Corporation, divulge, furnish or make
known or accessible to, or use for the benefit of, anyone other
than the Corporation and its subsidiaries and affiliates any
information of a confidential nature relating in any way to the
business of the Corporation or its subsidiaries or affiliates or
their clients and obtained by him in the course of his employment
hereunder.
5.03 If Executive violates any provision of Section
5.01 or Section 5.02, Interpublic may, notwithstanding the
provisions of Section 4.01, terminate the employment of Executive
at any time by giving him notice in writing specifying a
termination date. In such event, his employment hereunder shall
terminate on the date specified in such notice.
5.04 All records, papers and documents kept or made by
Executive relating to the business of the Corporation or its
subsidiaries or affiliates or their clients shall be anc remain
the property of the Corporation.
5.05 All articles invented by Executive, processes
discovered by him, trademarks, designs, advertising copy and art
work, display and promotion materials and, in general, everything
of value conceived or created by him pertaining to the business
of the Corporation or any of its subsidiaries or affiliates
during the term of employment, and any and all rights of every
nature whatever thereto, shall immediately become the property of
the Corporation, and Executive will assign, transfer and deliver
all patents, copyrights. royalties, designs and copy, and any and
all interests and rights whatever thereto and thereunder to the
Corporation, without further compensation, upon notice to him
from the Corporation.
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5.06 Following the termination of Executive's employ-
ment hereunder, Executive shall not for a period of twelve months
from such termination either (a) solicit any employee of the
Corporation to leave such employ to enter the employ of Executive
or of any corporation or 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 VI
Bonus
6.01 In addition to the compensation specified in
Article III hereof, it is agreed that if Executive is in the
employ of the Corporation on December 31, 1984, he will receive
bonus with respect to his services in 1984 in an amount between
35% and 50% of the salary paid to, and deferred compensation
accrued for, him in 1984 by the Corporation and any other
subsidiary of Interpublic. The precise amount of the bonus will
be dependent upon an evaluation of Executive's performance during
1984, which evaluation shall be made by Interpublic, and upon the
financial performance in 1984 of such subsidiaries of Interpublic
as may have employed Executive during 1984. The bonus shall be
payable on or about February 15, 1985.
ARTICLE VII
Assignment
7.01 This Agreement shall be binding upon and enure to
the benefit of the successors and assigns of Interpublic. Neither
this Agreement or any rights hereunder shall be assignable by
Executive and any such purported assignment by him shall be void.
ARTICLE VIII
Agreement Entire
8.01 This Agreement constitutes the entire
understanding between Interpublic and Executive concerning his
employment by Interpublic or any of its subsidiaries and
supersedes any and all previous agreements between Executive and
Interpublic or any of its subsidiaries concerning such employment
This Agreement may not be changed orally.
ARTICLE IX
Applicable Law
9.01 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 Xxxxxx X. Xxxxx, Xx.
Xxxx X. Xxxxxx, Xx.
