Executive Special Benefit Agreement - Interpublic Group of Companies Inc. and Eugene P. Beard
EXECUTIVE SPECIAL BENEFIT AGREEMENT
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AGREEMENT made as of March 13, 2000 by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State of Delaware
(hereinafter referred to as "Interpublic") and EUGENE P. BEARD (hereinafter
referred to as "Executive").
W I T N E S S E T H:
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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
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Death and Special Retirement Benefits
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1.01 The Corporation shall provide Executive with the
following benefits contingent upon Executive's compliance with all the terms and
conditions of this Agreement.
1.02 If, 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 1.04 (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 Six
Hundred Thousand Dollars ($600,000) per annum for fifteen (15) years following
Executive's death, such payments to be made on January 15th of each of the
fifteen (15) years beginning with the year following the year in which Executive
dies.
1.03 Upon Executive's retirement from the employ of the
Corporation the Corporation shall pay to Executive special retirement benefits
at the rate of Six hundred Thousand Dollars ($600,000) per annum for fifteen
(15) years following Executive's last day of employment, such payments to be
made on January 15th of each of the fifteen (15) years beginning with the
calendar year following the year in which Executive retires.
1.04 For purposes of Sections 1.02 and 1.03, 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.
ARTICLE II
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Assignment
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2.01 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 III
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Contractual Nature of Obligation
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3.01 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 IV
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General Provisions
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4.01 It is understood that none of the payments made in
accordance with this Agreement 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 Agreement adopted
effective as of January 1, 1974 by Interpublic.
4.02 This Agreement shall be governed by and construed in
accordance with the Employee Retirement Income Security Act of 1974, as amended,
and to the extent not preempted thereby, the laws of the State of New York.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: /s/ C. Kent Kroeber
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C. Kent Kroeber
/s/ Eugene P. Beard
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Eugene P. Beard