0001193125-09-156479 Sample Contracts

THE INTERPUBLIC GROUP OF COMPANIES, INC. 2009 PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 28th, 2009 • Interpublic Group of Companies, Inc. • Services-advertising agencies

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants to the Participant named below an award (the “Award”) of Restricted Stock Units (“RSUs”), payable in cash and/or shares, based on the value of the corresponding number of shares of the Company’s common stock (the “Shares”). The terms and conditions of the Award are set forth in this Award Agreement (the “Agreement”) and in The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.

Sample 1
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THE 2009 NON-MANAGEMENT DIRECTORS’ STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 28th, 2009 • Interpublic Group of Companies, Inc. • Services-advertising agencies

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants to the Participant named below Restricted Stock Units (“RSUs”). Payment of RSUs may be made in cash and/or shares, based on the value of the corresponding number of shares of the Company’s common stock (the “Shares”). The terms and conditions of this Award of RSUs (the “Award”) are set forth in this Award Agreement (the “Agreement”), and in the 2009 Non-Management Directors’ Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.

Sample 1
THE INTERPUBLIC GROUP OF COMPANIES, INC. 2009 NON-MANAGEMENT DIRECTORS’ STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 28th, 2009 • Interpublic Group of Companies, Inc. • Services-advertising agencies

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants to the Participant named below shares of the Company’s common stock (the “Shares”), which are restricted (“Restricted Stock”). The terms and conditions of this Award of Restricted Stock (the “Award”) are set forth in this Award Agreement (the “Agreement”), and in The 2009 Non-Management Directors’ Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.

Sample 1
THE INTERPUBLIC GROUP OF COMPANIES, INC. 2009 PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 28th, 2009 • Interpublic Group of Companies, Inc. • Services-advertising agencies

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants to the Participant named below this award (the “Award”) of shares of the Company’s common stock (the “Shares”), which are restricted. The terms and conditions of the Award are set forth in this Award Agreement (the “Agreement”) and in The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.

Sample 1
THE 2009 NON-MANAGEMENT DIRECTORS’ STOCK INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENT
Nonstatutory Stock Option Award Agreement • July 28th, 2009 • Interpublic Group of Companies, Inc. • Services-advertising agencies

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of the Company’s common stock (the “Shares”) to the Participant named below. The terms and conditions of the Option are set forth in this Award Agreement (the “Agreement”), and in The 2009 Non-Management Directors’ Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.

Sample 1
THE INTERPUBLIC GROUP OF COMPANIES, INC. 2009 PERFORMANCE INCENTIVE PLAN COMBINED RESTRICTED STOCK AND PERFORMANCE CASH AWARD AGREEMENT
Combined Restricted Stock and Performance Cash Award Agreement • July 28th, 2009 • Interpublic Group of Companies, Inc. • Services-advertising agencies

This Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including, but not limited to, correction of any defect or omission and reconciliation of any inconsistency in the Agreement or the Plan) shall be binding and conclusive.

Sample 1
THE INTERPUBLIC GROUP OF COMPANIES, INC. 2009 PERFORMANCE INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • July 28th, 2009 • Interpublic Group of Companies, Inc. • Services-advertising agencies

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants to the Participant named below a Performance Unit Award (the “Award”) to be settled in cash and/or shares based on the value of the corresponding number of shares of the Company’s common stock (the “Shares”). The terms and conditions of this Award are set forth in this Award Agreement (the “Agreement”), and in The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.

Sample 1
THE INTERPUBLIC GROUP OF COMPANIES 2009 PERFORMANCE INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENT
Nonstatutory Stock Option Award Agreement • July 28th, 2009 • Interpublic Group of Companies, Inc. • Services-advertising agencies

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of the Company’s common stock (the “Shares”) to the Participant named below. The terms and conditions of the Option are set forth in this Award Agreement (the “Agreement”), and in The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.

Sample 1
THE INTERPUBLIC GROUP OF COMPANIES, INC. 2009 PERFORMANCE INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • July 28th, 2009 • Interpublic Group of Companies, Inc. • Services-advertising agencies

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants to the Participant named below a Performance Share Award (the “Award”) to be settled in cash and/or shares of the Company’s common stock (the “Shares”). The terms and conditions of this Award are set forth in this Award Agreement (the “Agreement”), and in The Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.

Sample 1
THE INTERPUBLIC GROUP OF COMPANIES, INC. 2009 PERFORMANCE INCENTIVE PLAN COMBINED RESTRICTED STOCK UNIT AND PERFORMANCE CASH AWARD AGREEMENT
Combined Restricted Stock Unit and Performance Cash Award Agreement • July 28th, 2009 • Interpublic Group of Companies, Inc. • Services-advertising agencies

This Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including, but not limited to, correction of any defect or omission and reconciliation of any inconsistency in the Agreement or the Plan) shall be binding and conclusive.

Sample 1
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