December 15, 1992
1986 STOCK INCENTIVE PLAN
Agreement re Early Termination of
Restrictions Relating to Restricted Shares
On this date, December 15, 1992, the Compensation
Committee of the Board of Directors of The Interpublic Group
of Companies, Inc. (the "Corporation"), acting as the
Committee established pursuant to Article IV of the 1986 Stock
Incentive Plan of the Corporation (the "Plan"), determined
that the Restriction Period with respect to that number of
Restricted Shares shown on Schedule A awarded to the executive
whose signature appears on Schedule A under the Plan on the
date(s) shown on Schedule A would end at noon today, provided,
however, that the ending of the Restriction Period would be
conditional on the executive's agreeing to pay to the
Corporation (or to such of its subsidiaries as the Corporation
should designate), upon demand, the sum(s) shown on Schedule A
as the value of the shares being released if, prior to the
date(s) listed on Schedule A as "Scheduled Release Date(s)",
the executive should no longer be in the employ of the
Corporation or any of its subsidiaries for any reason or in
any circumstance other than those set forth in the next
sentence of this Agreement, unless the Compensation Committee
waives such payment. The Corporation and the executive agree
that the obligation to make the payment referred to in the
preceding sentence shall not arise if the executive ceases to
be in the employ of the Corporation or one of its subsidiaries
because of (a) death, (b) resignation on account of Disability
as that term is defined in the Interpublic Long-Term
Disability Plan, or (c) resignation for "Good Reason" pursuant
to an Executive Severance Agreement between the executive and
the Corporation.
The executive hereby agrees to the termination of the
Restriction Period on this date on the conditions, and subject
to the conditional payment obligation, set forth above.
Without in any way limiting any rights or remedies otherwise
available to the Corporation, the executive hereby authorizes
the Corporation and each of its subsidiaries to withhold and
apply toward any payment obligation by the executive which may
arise under this Agreement, any money, property, stock or
other thing of value which may be or become owing by the
Corporation or any of its subsidiaries to the executive
pursuant to any agreement, plan or arrangement of any kind
between the Corporation or any of its subsidiaries and the
executive.
PAGE
The Inter public Group of Companies, Inc.
Release of Restricted Stock
December 15, 1992
XXXXX X. XXXXXX
Schedule A
Scheduled Value at
Date of Grant # of Shares Release Date $34.0000 per Share
9/15/87 3,000 2/28/94 $102,000
The Interpublic Group of Companies, Inc.
By: X. Xxxx Xxxxxxx Date: 12/16/92
By: XXXXX X. XXXXXX Date: 12/17/92
