EXECUTIVE SPECIAL BENEFIT AGREEMENT
AGREEMENT made as of January 1, 1996, by and between
THE INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the
State of Delaware (hereinafter referred to as "Interpublic"), and
XXXXX X. XXXX (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 hereinafter may have with respect to Executive's
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 The Corporation shall provide Executive with
the following benefits 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 or its assignee (other than Executive) proposes
to obtain and own.
1.03 If, during the Accrual Term or thereafter
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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 Thirty-Three Thousand Two-Hundred Dollars
($133,200) 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 sixty-fourth birthday, the Corporation shall
pay to Executive special retirement benefits at the rate of One
Hundred Thirty-Three Thousand Two Hundred Dollars ($133,200) 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 Executive's sixtieth birthday but
prior to Executive's sixty-fourth 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:
Age At Retirement Annual Benefit
63 $117,216
62 $101,232
61 $ 85,248
60 $ 60,952
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
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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 Executive's age and
the state of Executive's 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 or
its assignee (other than Executive) 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
Executive or Executive's designated beneficiary or any other
person and that neither Executive nor Executive's designated
beneficiary nor any other person shall have any right, title or
interest, legal or equitable, whatsoever in or to such policy.
ARTICLE II
Nonsolicitation of Clients or Employees
2.01 Following the termination of Executive's
employment hereunder for any reason, Executive shall not for a
period of one year form such termination either (a) solicit any
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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 III
Assignment
3.01 This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of
Interpublic. Neither this Agreement nor any rights hereunder
shall be subject in any matter to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge by Executive,
and any such attempted action by Executive shall be void. This
Agreement may not be changed orally, nor may this Agreement be
amended to increase the amount of any benefits that are payable
pursuant to this Agreement or to accelerate the payment of any
such benefits.
ARTICLE IV
Contractual Nature of Obligation
4.01 The liabilities of the Corporation to
Executive pursuant to this Agreement shall be those of a debtor
pursuant to such contractual obligations as are created by the
Agreement. Executive's rights with respect to any benefit to
which Executive has become entitled under this Agreement, but
which Executive has not yet received, shall be solely the rights
of a general unsecured creditor of the Corporation.
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
XXXXX X. XXXX
