EXHIBIT 10
EXECUTIVE SEVERANCE AGREEMENT
This AGREEMENT ("Agreement") dated January 1, 1998, 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 Xxxxx X. Xxxx (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"), the Company shall make payments to the
Executive as provided in article III hereof.
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-
controlled 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
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
it and the Executive (including this Agreement); (f) without
limitation of the foregoing clause (e), the Company fails to
obtain the express assumption of this Agreement by any successor
of the Company 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 the office in which Executive is
based on the date hereof 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 (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
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") and/or
the 1997 Performance Incentive Plan ("1997 PIP") shall consist of
an amount equal to the sum of all amounts awarded to the
Executive under, but deferred pursuant to, the MICP and/or the
1997 PIP 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 and/or the 1997 PIP 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 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. STOCK INCENTIVE PLANS. 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, the 1996 Stock Incentive
Plan and the 1997 Performance Incentive Plan, shall be governed
by those Plans 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 W-2
(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 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 or the
1997 PIP 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) or the 1997 PIP ("Incentive
Award") 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 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.l. 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
thereto or payments in consideration of the covenant contained in
section 5.l0 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 10
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 a breach of such contract as a result of a
Qualifying Termination. If the Executive has a Good Reason to
resign and does so by providing the notice specified in the last
sentence of section l.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 three (3.0).
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.l0 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.l. 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. 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 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"). If 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 obligation
or to assignment by operation of law. Any attempt, voluntary or
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., l27l Avenue of the Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx x0000, 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 6.9. 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.
Section 6.l0. 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.ll. 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/ S/ C. XXXX XXXXXXX
C. XXXX XXXXXXX
BY/ S/ XXXXX X. XXXX
XXXXX X. XXXX
