Executive Severance Agreement - Interpublic Group of Companies Inc. and Susan Watson
SUPPLEMENTAL AGREEMENT made as of June 16, 2003, by and between THE INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter referred to as the "Corporation"), and Susan Watson (hereinafter referred to as "Executive").
W I T N E S S E T H
WHEREAS, the Corporation and Executive are parties to an Executive Severance Agreement made as of November 14, 2002 (hereinafter referred to as the "ESA"); and
WHEREAS, the Corporation and Executive desire to amend the ESA;
NOW, THEREFORE, in consideration of the mutual promises herein and in the ESA set forth, the parties hereto, intending to be legally bound, agree as follows:
1. Section 3.02 of the ESA is hereby deleted in its entirety and the following substituted therefor, effective June 16, 2003:
"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) 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. Provided further however that in the event that Executive failed to receive an MICP award in either of the two (2) years preceding the Termination Year as a result of the financial performance of the Company generally (and not as a result of Executive's individual performance) then, in such case, the MICP award to be used for purposes of this Section 3.2 shall be the target MICP award established by the Corporation or the most recent MICP award received by Executive, whichever is greater."
2. Except as hereinabove amended, the ESA shall continue in full force and effect.
3. This Supplemental Agreement shall be governed by the laws of the State of New York.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By /s/ Nicholas J. Camera
Nicholas J. Camera
/s/ Susan Watson