EMPLOYMENT AGREEMENT
AGREEMENT made as of January 1, 1994 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 (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 January 1, 1994 and ending on
December 31, 1998, 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 the
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 $580,000 per annum, payable in equal
installments, which the Corporation may pay at either monthly or
semi-monthly intervals.
3.02 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.
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 twelve 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 twelve 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 twelve 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.
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4.02 Executive may at any time give notice in writing
to Interpublic specifying a termination date not less than twelve
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
hereunder 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 December 31, 1998, his
employment hereunder shall terminate on the date of his death.
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.
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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 and 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.
5.06 Following the termination of Executive's
employment hereunder for any reason, Executive shall not for a
period of twenty-four 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
Assignment
6.01 This Agreement shall be binding upon and enure to
the benefit of the successors and assigns of Interpublic. Neither
this Agreement nor any rights hereunder shall be assignable by
Executive and any such purported assignment by him shall be void.
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ARTICLE VII
Agreement Entire
7.01 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 VIII
Applicable Law
8.01 The 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
Xxxx X. Xxxxxx, Xx.
