EXECUTIVE SPECIAL BENEFIT AGREEMENT
AGREEMENT made as of July 1, 1986, 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, XX. (hereinafter referred to as "Executive"):
W I T N E S S E T H
WHEREAS, Executive is in the employ of Interpublic
and/or one or more of its subsidiaries (Interpublic and its
subsidiaries being hereinafter referred to collectively as the
"Corporation"); and
WHEREAS, Interpublic and Executive desire to enter into
an Executive Special Benefit Agreement which shall be
supplementary to any employment agreement or arrangement which
Executive now or hereafter may have with respect to his
employment by Interpublic or any of its subsidiaries;
NOW, THEREFORE, in consideration of the mutual promises
herein set forth, the parties hereto, intending to be legally
bound, agree as follows:
ARTICLE I
Death and Special Retirement Benefits
1.01 For purposes of this Agreement the "Accrual Term"
shall mean the period of seventy-two months beginning on the date
of this Agreement and ending on the day preceding the sixth
anniversary hereof or on such earlier date on which Executive
shall cease to be in the employ of the Corporation.
1.02 In lieu of accruing deferred compensation for the
benefit of Executive at the rate of Twenty Thousand Dollars
($20,000) per annum during the Accrual Term, the Corporation
shall provide Executive with the following benefits, using the
sums which would otherwise have been accrued as deferred
compensation to offset the costs of such benefits. Such benefits
shall be contingent upon Executive's compliance with all the
terms and conditions of this Agreement and Executive's
satisfactory completion of a physical examination in connection
with an insurance policy on the life of Executive which
Interpublic proposes to obtain and own.
PAGE
1.03 If, during the Accrual Term or thereafter during a
period of employment by the Corporation which is continuous from
the date of this Agreement, Executive shall die while in the
employ of the Corporation, the Corporation shall pay to such
beneficiary or beneficiaries as Executive shall have designated
pursuant to Section 1.07 (or in the absence of such designation,
shall pay to the Executor of the Will or the Administrator of the
Estate of Executive) survivor income payments of One Hundred
Fourteen Thousand Dollars ($114,000) per annum for fifteen years
following Executive's death, such payments to be made on January
15 of each of the fifteen years beginning with the year following
the year in which Executive dies.
1.04 If, after a continuous period of employment from
the date of this Agreement, Executive shall retire from the
employ of the Corporation so that the first day on which
Executive is no longer in the employ of the Corporation occurs on
or after Executive's sixtieth birthday, the Corporation shall pay
to Executive special retirement benefits at the rate of One
Hundred Fourteen Thousand Dollars ($114,000) per annum for
fifteen years beginning with the calendar month following
Executive's last day of employment, such payments to be made in
equal monthly installments.
1.05 If, after a continuous period of employment from
the date of this Agreement, Executive shall retire, resign,| or
be terminated from the employ of the Corporation so that the
first day on which Executive is no longer in the employ of the
Corporation occurs on or after August 3, 2003 but prior to
Executive's sixtieth birthday, the Corporation shall pay to
Executive special retirement benefits at the annual rates set
forth below for fifteen years beginning with the calendar month
following Executive's last day of employment, such payments to be
made in equal monthly installments:
Last Day of Employment Annual Rate
On or after August 3, 2003 but prior to 56th birthday $79,800
On or after 56th birthday but prior to 57th birthday $86,640
On or after 57th birthday but prior to 58th birthday $93,480
On or after 58th birthday but prior to 59th birthday $100,320
On or after 59th birthday but prior to 60th birthday $107,160
PAGE
1.06 If, following such termination of employment,
Executive shall die before payment of all of the installments
provided for in Section 1.04 or Section 1.05, any remaining
installments shall be paid to such beneficiary or beneficiaries
as Executive shall have designated pursuant to Section 1.07 or,
in the absence of such designation, to the Executor of the Will
or the Administrator of the Estate of Executive.
1.07 For purposes of Sections 1.03, 1.04 and 1.05, or
any of them, Executive may at any time designate a beneficiary or
beneficiaries by filing with the chief personnel officer of
Interpublic a Beneficiary Designation Form provided by such
officer. Executive may at any time, by filing a new Beneficiary
Designation Form, revoke or change any prior designation of
beneficiary.
1.08 If Executive shall die while in the employ of the
Corporation, no sum shall be payable pursuant to Sections 1.04,
1.05, 1.06, 2.01, 2.02 or 2.03.
1.09 In connection with the life insurance policy
referred to in Section 1.02, Interpublic has relied on written
representations made by Executive concerning his age and the
state of his health. If said representations are untrue in any
material respect, whether directly or by omission, and if the
Corporation is damaged by any such untrue representations, no sum
shall be payable pursuant to Sections 1.03, 1.04, 1.05, 1.06,
2.01, 2.02 or 2.03.
1.10 It is expressly agreed that Interpublic shall at
all times be the sole and complete owner and beneficiary of the
life insurance policy referred to in Sections 1.02 and 1.09,
shall have the unrestricted right to use all amounts and exercise
all options and privileges thereunder without the knowledge or
consent of the Executive or his designated beneficiary or any
other person, and that neither Executive nor his designated
beneficiary nor any other person shall have any right, title or
interest, legal or equitable, whatsoever in or to such policy.
PAGE
ARTICLE II
Alternative Deferred Compensation
2.01 If Executive shall, for any reason other than
death, cease to be employed by the Corporation on a date prior to
August 3, 2003, the Corporation shall, in lieu of any payment
pursuant to Article I of this Agreement, compensate Executive by
payment, at the times and in the manner specified in Section
2.02, of a sum computed at the rate of Twenty Thousand Dollars
($20,000) per annum for each full year and proportionate amount
for any part year from the date of this Agreement to the date of
such termination during which Executive is in the employ of the
Corporation. Such payment shall be conditional upon Executive's
compliance with all the terms and conditions of this Agreement.
2.02 The aggregate compensation payable under Section
2.01 shall be paid in equal consecutive monthly installments
commencing with the first month in which Executive is no longer
in the employ of the Corporation and continuing for a number of
months equal to the number of months which have elapsed from the
date of this Agreement to the commencement date of such payments.
2.03 If Executive dies while receiving payments in
accordance with the provisions of Section 2.02, any installments
payable in accordance with the provisions of .Section 2.02 less
any amounts previously Paid Executive in accordance therewith,
shall be paid to the Executor of the Will or the Administrator of
the Estate of Executive.
2.04 It is understood that none of the payments made in
accordance with Sections 2.01 and 2.02 shall be considered for
purposes of determining benefits under the Interpublic Pension
Plan, nor shall such sums be entitled to credits equivalent to
interest under the Plan for Credits Equivalent to Interest on
Balances of Deferred Compensation Owing under Employment
Agreements adopted effective as of January 1, 1974 by
Interpublic.
PAGE
ARTICLE III
Nonsolicitation of Clients or Employees
3.01 Following the termination of his employment with
the Corporation for any reason, Executive shall not for a period
of one year from such termination either (a) solicit any employee
of the Corporation to leave such employ to enter into the employ
of Executive or of any Corporation or other enterprise with which
Executive is then associated or (b) solicit or handle on his 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 client of the Corporation at
the time of such termination.
ARTICLE IV
Assignment
4.01 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.
This Agreement may not be changed orally.
ARTICLE V
Applicable Law
5.01 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 C. Xxxx Xxxxxxx
Xxxx X. Xxxxxx.,Jr.
