EXECUTIVE SEVERANCE AGREEMENT
This AGREEMENT ("Agreement") dated August 10, 1987, 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 Xxxx X.
Xxxxxx, Xx. (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") r the Company shall make payments to the Executive
as provided in article III hereof.
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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-con-
trolled 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
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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
PAGE
it and the Executive (including this Agreement); (f) without
limitation of the foregoing clause (e), Interpublic fails to
obtain the express assumption of this Agreement by any successor
of Interpublic 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 New York City 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); provided, however, 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 (d) or (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.
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); provided, however, 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 (d)
or (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
PAGE
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") shall
consist of an amount equal to the sum of all amounts awarded to
the Executive under, but deferred pursuant to, the MICP 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 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
PAGE
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. 1986 Stock Incentive Plan. 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 shall be governed by that
Plan 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 W2 (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
PAGE
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 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) 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
PAGE
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 5.1. 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
PAGE
thereto or payments in consideration of the covenant contained in
section 5.10 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 lO 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
PAGE
a breach of such contract as a result of a Qualifying
Termination. [f the Executive has a Good Reason to resign and
does so by providing the notice specified in the last sentence of
section 1.4 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).
PAGE
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
5.10 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 6.1. 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. Section
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
PAGE
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"). [f 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 obligations or to
assignment by operation of law. Any attempt, voluntary or
PAGE
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., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, 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 6.09 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.
PAGE
Section 6.10. 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 6.11. 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
Xxxx X. Xxxxxx, Xx.
