Executive Severance Agreement - Interpublic Group of Companies Inc. and Chris Coughlin
EXECUTIVE SEVERANCE AGREEMENT
This AGREEMENT ("Agreement") dated June 16, 2003, by and BETWEEN THE
INTERPUBLIC GROUP OF COMPANIES, INC. ("INTERPUBLIC"), a Delaware corporation
(Interpublic and its subsidiaries being referred to herein collectively as the
"COMPANY"), and CHRIS COUGHLIN (the "EXECUTIVE").
W I T N E S S E T H
WHEREAS, the Company recognizes the valuable services that the Executive
will render thereto and desires to be assured that the Executive will continue
to attend to the business and affairs of the Company without regard to any
potential or actual change of control of Interpublic;
WHEREAS, the Executive is willing to serve the Company but desires
assurance that he will not be materially disadvantaged by a change of control of
Interpublic; and
WHEREAS, the Company is willing to accord such assurance provided that,
should the Executive's employment be terminated consequent to a change of
control, he will not for a period thereafter engage in certain activities that
could be detrimental to the Company;
NOW, THEREFORE, in consideration of the Executive's continued service to
the Company and the mutual agreements herein contained, Interpublic and the
Executive hereby agree as follows:
ARTICLE I
RIGHT TO PAYMENTS
Section 1.1. TRIGGERING EVENTS. If Interpublic undergoes a
Change of Control, the Company shall make payments to the Executive as provided
in article II of this Agreement.
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If, within two years following a Change of Control, either (a) the Company
terminates the Executive other than by means of a termination for Cause or for
death or (b) the Executive resigns for a Good Reason (either of which events
shall constitute a "Qualifying Termination"), the Company shall make payments to
the Executive as provided in article III hereof.
Section 1.2. CHANGE OF CONTROL. A Change of Control of Interpublic shall
be deemed to have occurred if (a) any person (within the meaning of Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the "1934 Act")), other
than Interpublic or any of its majority-controlled subsidiaries, becomes the
beneficial owner (within the meaning of Rule 13d-3 under the 1934 Act) of 30
percent or more of the combined voting power of Interpublic's then outstanding
voting securities; (b) a tender offer or exchange offer (other than an offer by
Interpublic or a majority-controlled subsidiary), pursuant to which 30 percent
or more of the combined voting power of Interpublic's then outstanding voting
securities was purchased, expires; (c) the stockholders of Interpublic approve
an agreement to merge or consolidate with another corporation (other than a
majority-controlled subsidiary of Interpublic) unless Interpublic's shareholders
immediately before the merger or consolidation are to own more than 70 percent
of the combined voting power of the resulting entity's voting securities; (d)
Interpublic's stockholders approve an agreement (including, without limitation,
a plan of liquidation) to sell or otherwise dispose of all or substantially all
of the business or assets of Interpublic; or (e) during any period of two
consecutive years, individuals who, at the beginning of such period, constituted
the Board of Directors of Interpublic cease for any reason to constitute at
least a majority thereof, unless the election or the nomination for election by
Interpublic's stockholders of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of the period. However, no Change of Control shall be deemed to have
occurred by reason of any transaction in which the Executive, or a group of
persons or entities with which the Executive acts in concert, acquires,
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directly or indirectly, more than 30 percent of the common stock or the business
or assets of Interpublic.
Section 1.3. TERMINATION FOR CAUSE. Interpublic shall have Cause to
terminate the Executive for purposes of Section 1.1 of this Agreement only if,
following the Change of Control, the Executive (a) engages in conduct that
constitutes a felony under the laws of the United States or a state or country
in which he works or resides and that results or was intended to result,
directly or indirectly, in the personal enrichment of the Executive at the
Company's expense; (b) refuses (except by reason of incapacity due to illness or
injury) to make a good faith effort to substantially perform his duties with the
Company on a full-time basis and continues such refusal for 15 days following
receipt of notice from the Company that his effort is deficient; or (c)
deliberately and materially breaches any agreement between himself and the
Company and fails to remedy that breach within 30 days following notification
thereof by the Company. If the Company has Cause to terminate the Executive, it
may in fact terminate him for Cause for purposes of section 1.1 hereof if (a) it
notifies the Executive of such Cause, (b) it gives him reasonable opportunity to
appear before a majority of Interpublic's Board of Directors to respond to the
notice of Cause and (c) a majority of the Board of Directors subsequently votes
to terminate him.
Section 1.4. RESIGNATION FOR GOOD REASON. The Executive shall have a Good
Reason for resigning only if (a) the Company fails to elect the Executive to, or
removes him from, any office of the Company, including without limitation
membership on any Board of Directors, that the Executive held immediately prior
to the Change of Control; (b) the Company reduces the Executive's rate of
regular cash and fully vested deferred base compensation ("Regular
Compensation") from that which he earned immediately prior to the Change of
Control or fails to increase it within 12 months following the Change of Control
by (in addition to any increase pursuant to section 2.2 hereof) at least the
average of the rates of increase in his Regular Compensation during the four
consecutive 12-month periods immediately prior to the Change of Control (or, if
fewer, the number of 12-month periods immediately prior to the
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Change of Control during which the Executive was continuously employed by the
Company); (c) the Company fails to provide the Executive with fringe benefits
and/or bonus plans, such as stock option, stock purchase, restricted stock, life
insurance, health, accident, disability, incentive, bonus, pension and profit
sharing plans ("Benefit or Bonus Plans"), that, in the aggregate, (except
insofar as the Executive has waived his rights thereunder pursuant to article II
hereof) are as valuable to him as those that were in effect for him immediately
prior to the Change of Control; (d) the Company fails to provide the Executive
with an annual number of paid vacation days at least equal to that to which he
was entitled immediately prior to the Change of Control; (e) the Company
breaches any agreement between it and the Executive (including this Agreement);
(f) without limitation of the foregoing clause (e), the Company fails to obtain
the express assumption of this Agreement by any successor of the Company as
provided in section 6.3 hereof; (g) the Company attempts to terminate the
Executive for Cause without complying with the provisions of section 1.3 hereof;
(h) the Company requires the Executive, without his express written consent, to
be based in an office outside of the office in which Executive is based on the
date hereof or to travel substantially more extensively than he did prior to the
Change of Control; or (i) the Executive determines in good faith that the
Company has, without his consent, effected a significant change in his status
within, or the nature or scope of his duties or responsibilities with, the
Company than that which obtained immediately prior to the Change of Control
(including but not limited to, subjecting the Executive's activities and
exercise of authority to greater immediate supervision than existed prior to the
Change of Control); PROVIDED, HOWEVER, that no event designated in clauses (a)
through (i) of this sentence shall constitute a Good Reason unless the Executive
notifies Interpublic that the Company has committed an action or inaction
specified in clauses (a) through (i) (a "Covered Action") and the Company does
not cure such Covered Action within 30 days after such notice, at which time
such Good Reason shall be deemed to have arisen. Notwithstanding the immediately
preceding
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sentence, no action by the Company shall give rise to a Good Reason if it
results from the Executive's termination for Cause or death or from the
Executive's resignation for other than a Good Reason, and no action by the
Company specified in clauses (a) through (i) of the preceding sentence shall
give rise to a Good Reason if it results from the Executive's Disability. If the
Executive has a Good Reason to resign, he may in fact resign for a Good Reason
for purposes of section 1.1 of this Agreement by, within 30 days after the Good
Reason arises, giving Interpublic a minimum of 30 and a maximum of 90 days
advance notice of the date of his resignation.
Section 1.5. DISABILITY. For all purposes of this Agreement, the term
"Disability" shall have the same meaning as that term has in the Interpublic
Long-Term Disability Plan.
ARTICLE II
PAYMENTS UPON A CHANGE OF CONTROL
Section 2.1. ELECTIONS BY THE EXECUTIVE. If the Executive so elects prior
to a Change of Control, the Company shall pay him, within 30 days following the
Change of Control, lump sum cash amounts in respect of certain Benefit or Bonus
Plans or deferred compensation arrangements designated in sections 2.2 through
2.4 hereof ("Plan Amounts"). The Executive may make an election with respect to
the Benefit or Bonus Plans or deferred compensation arrangements covered under
any one or more of sections 2.2 through 2.4, but an election with respect to any
such section shall apply to all Plan Amounts that are specified therein. Each
election shall be made by notice to Interpublic on a form satisfactory to
Interpublic and, once made, may be revoked by notice on such form at any time
prior to a Change of Control. If the Executive elects to receive payments under
a section of this article II, he shall, upon receipt of such payments, execute a
waiver, on a form satisfactory to Interpublic, of such rights as are indicated
in that section. If the Executive does not make an election under this article
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respect to a Benefit or Bonus Plan or deferred compensation arrangement,
his rights to receive payments in respect thereof shall be governed by the Plan
or arrangement itself.
Section 2.2. ESBA. The Plan Amount in respect of all Executive Special
Benefit Agreements ("ESBA's") between the Executive and Interpublic shall
consist of an amount equal to the present discounted values, using the Discount
Rate designated in section 5.8 hereof as of the date of the Change of Control,
of all payments that the Executive would have been entitled to receive under the
ESBA's if he had terminated employment with the Company on the day immediately
prior to the Change of Control. Upon receipt of the Plan Amount in respect of
the ESBA's, the Executive shall waive any rights that he may have to payments
under the ESBA's. If the Executive makes an election pursuant to, and executes
the waiver required under, this section 2.2, his Regular Compensation shall be
increased as of the date of the Change of Control at an annual rate equal to the
sum of the annual rates of deferred compensation in lieu of which benefits are
provided the Executive under any ESBA the Accrual Term for which (as defined in
the ESBA) includes the date of the Change of Control.
Section 2.3. MICP. The Plan Amount in respect of the Company's Management
Incentive Compensation Plans ("MICP")shall consist of an amount equal to the sum
of all amounts awarded to the Executive under, but deferred pursuant to, the
MICP as of the date of the Change of Control and all amounts equivalent to
interest creditable thereon up to the date that the Plan Amount is paid. Upon
receipt of that Plan Amount, the Executive shall waive his rights to receive any
amounts under the MICP that were deferred prior to the Change of Control and any
interest equivalents thereon.
Section 2.4. DEFERRED COMPENSATION. The Plan Amount in respect of deferred
compensation (other than amounts referred to in other sections of this article
II) shall be an amount equal to all compensation from the Company that the
Executive has earned and agreed to defer (other than through the Interpublic
Savings Plan pursuant to Section 401(k) of the Internal Revenue Code (the
"Code")) but has not received as of the date of the Change of Control,
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together with all amounts equivalent to interest creditable thereon through the
date that the Plan Amount is paid. Upon receipt of this Plan Amount, the
Executive shall waive his rights to receive any deferred compensation that he
earned prior to the date of the Change of Control and any interest equivalents
thereon.
Section 2.5. INCENTIVE PLANS. The effect of a Change of Control on the
rights of the Executive with respect to options and restricted shares awarded to
him under any Interpublic Incentive Plan shall be governed by those Plans and
not by this Agreement.
ARTICLE III
PAYMENTS UPON QUALIFYING TERMINATION
Section 3.1. BASIC SEVERANCE PAYMENT. In the event that the
Executive is subjected to a Qualifying Termination within two years after a
Change of Control, the Company shall pay the Executive within 30 days after the
effective date of his Qualifying Termination (his "Termination Date") a cash
amount equal to his Base Amount times the number designated in Section 5.9 of
this Agreement (the "Designated Number"). The Executive's Base Amount shall
equal the average of the Executive's Includable Compensation for the two whole
calendar years immediately preceding the date of the Change of Control (or, if
the Executive was employed by the Company for only one of those years, his
Includable Compensation for that year). The Executive's Includable Compensation
for a calendar year shall consist of (a) the compensation reported by the
Company on the Form W-2 that it filed with the Internal Revenue Service for that
year in respect of the Executive or which would have been reported on such form
but for the fact that Executive's services were performed outside of the United
States, plus (b) any compensation payable to the Executive during that year the
receipt of which was deferred at the
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Executive's election or by employment agreement to a subsequent year, and (c)
target bonus for the Corporation's 2004 fiscal year minus (d) any amounts
included on the Form W-2 (or which would have been included if Executive had
been employed in the United States) that represented either (i) amounts in
respect of a stock option or restricted stock plan of the Company or (ii)
payments during the year of amounts payable in prior years but deferred at the
Executive's election or by employment agreement to a subsequent year. The
compensation referred to in clause (b) of the immediately preceding sentence
shall include, without limitation, amounts initially payable to the Executive
under the MICP or a Long-Term Performance Incentive Plan in that year but
deferred to a subsequent year, the amount of deferred compensation for the year
in lieu of which benefits are provided the Executive under an ESBA and amounts
of Regular Compensation earned by the Executive during the year but deferred to
a subsequent year (including amounts deferred under Interpublic Savings Plan
pursuant to Section 401(k) of the Code); clause (c) of such sentence shall
include, without limitation, all amounts equivalent to interest paid in respect
of deferred amounts and all amounts of Regular Compensation paid during the year
but earned in a prior year and deferred.
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
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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 set forth in Section 4.01 of Executive's
Employment Agreement with the Corporation or the most recent MICP award received
by Executive, whichever is greater.
ARTICLE IV
TAX MATTERS
Section 4.1. WITHHOLDING. The Company may withhold from any amounts
payable to the Executive hereunder all federal, state, city or other taxes that
the Company may reasonably determine are required to be withheld pursuant to any
applicable law or regulation, but, if the Executive has made the election
provided in section 4.2 hereof, the Company shall not withhold amounts in
respect of the excise tax imposed by Section 4999 of the Code or its successor.
Section 4.2. DISCLAIMER. If the Executive so agrees prior to a Change of
Control by notice to the Company in form satisfactory to the Company, the
amounts payable to the Executive under this Agreement but not yet paid thereto
shall be reduced to the largest amounts in the aggregate that the Executive
could receive, in conjunction with any other payments received or to be received
by him from any source, without any part of such amounts being subject to the
excise tax imposed by Section 4999 of the Code or its successor. The amount of
such reductions and their allocation among amounts otherwise payable to the
Executive shall be determined either by the Company or by the Executive in
consultation with counsel (compensated by the Company), whichever is designated
by the Executive in the aforesaid notice
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to the Company (the "Determining Party"). If, subsequent to the payment to the
Executive of amounts reduced pursuant to this section 4.2, the Determining Party
should reasonably determine, or the Internal Revenue Service should assert
against the party other than the Determining Party, that the amount of such
reductions was insufficient to avoid the excise tax under Section 4999 (or the
denial of a deduction under Section 280G of the Code or its successor), the
amount by which such reductions were insufficient shall, upon notice to the
other party, be deemed a loan from the Company to the Executive that the
Executive shall repay to the Company within one year of such reasonable
determination or assertion, together with interest thereon at the applicable
federal rate provided in section 7872 of the Code or its successor. However,
such amount shall not be deemed a loan if and to the extent that repayment
thereof would not eliminate the Executive's liability for any Section 4999
excise tax.
ARTICLE V
COLLATERAL MATTERS
Section 5.l. NATURE OF PAYMENTS. All payments to the Executive under this
Agreement shall be considered either payments in consideration of his continued
service to the Company, severance payments in consideration of his past services
thereto or payments in consideration of the covenant contained in section 5.l0
hereof. No payment hereunder shall be regarded as a penalty to the Company.
Section 5.2. LEGAL EXPENSES. The Company shall pay all legal fees and
expenses that the Executive may incur as a result of the Company's contesting
the validity, the enforceability or the Executive's interpretation of, or
determinations under, this Agreement. Without limitation of the foregoing,
Interpublic shall, prior to the earlier of (a) 30 days after notice from the
Executive to Interpublic so requesting or (b) the occurrence of a Change of
Control, provide the Executive with an irrevocable letter of credit in the
amount of $100,000
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from a bank satisfactory to the Executive against which the
Executive may draw to pay legal fees and expenses in connection with any attempt
to enforce any of his rights under this Agreement. Said letter of credit shall
not expire before 10 years following the date of this Agreement.
Section 5.3. MITIGATION. The Executive shall not be required to mitigate
the amount of any payment provided for in this Agreement either by seeking other
employment or otherwise. The amount of any payment provided for herein shall not
be reduced by any remuneration that the Executive may earn from employment with
another employer or otherwise following his Termination Date.
Section 5.4. SETOFF FOR DEBTS. The Company may reduce the amount of any
payment due the Executive under article III of this Agreement by the amount of
any debt owed by the Executive to the Company that is embodied in a written
instrument, that is due to be repaid as of the due date of the payment under
this Agreement and that the Company has not already recovered by setoff or
otherwise.
Section 5.5. COORDINATION WITH EMPLOYMENT CONTRACT. Payments to the
Executive under article III of this Agreement shall be in lieu of any payments
for breach of any employment contract between the Executive and the Company to
which the Executive may be entitled by reason of a Qualifying Termination, and,
before making the payments to the Executive provided under article III hereof,
the Company may require the Executive to execute a waiver of any rights that he
may have to recover payments in respect of a breach of such contract as a result
of a Qualifying Termination. If the Executive has a Good Reason to resign and
does so by providing the notice specified in the last sentence of section l.4 of
this Agreement, he shall be deemed to have satisfied any notice requirement for
resignation, and any service requirement following such notice, under any
employment contract between the Executive and the Company.
Section 5.6. BENEFIT OR BONUS PLANS. Except as otherwise provided in
this Agreement or required by law, the Company shall not be compelled to
include the Executive in any of its Benefit or Bonus Plans following the
Executive's Termination Date, and the Company
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may require the Executive, as a condition to receiving the payments provided
under article III hereof, to execute a waiver of any such rights. However, said
waiver shall not affect any rights that the Executive may have in respect of his
participation in any Benefit or Bonus Plan prior to his Termination Date.
Section 5.7. FUNDING. Except as provided in section 5.2 of this Agreement,
the Company shall not be required to set aside any amounts that may be necessary
to satisfy its obligations hereunder. The Company's potential obligations to
make payments to the Executive under this Agreement are solely contractual ones,
and the Executive shall have no rights in respect of such payments except as a
general and unsecured creditor of the Company.
Section 5.8. DISCOUNT RATE. For purposes of this Agreement, the term
"Discount Rate" shall mean the applicable Federal short-term rate determined
under Section 1274(d) of the Code or its successor. If such rate is no longer
determined, the Discount Rate shall be the yield on 2-year Treasury notes for
the most recent period reported in the most recent issue of the Federal Reserve
Bulletin or its successor, or, if such rate is no longer reported therein, such
measure of the yield on 2-year Treasury notes as the Company may reasonably
determine.
Section 5.9. DESIGNATED NUMBER. For purposes of this Agreement, the
Designated Number shall be three (3).
Section 5.10. COVENANT OF EXECUTIVE. In the event that the Executive
undergoes a Qualifying Termination that entitles him to any payment under
article III of this Agreement, he shall not, for 18 months following his
Termination Date, either (a) solicit any employee of Interpublic or a
majority-controlled subsidiary thereof to leave such employ and enter into the
employ of the Executive or any person or entity with which the Executive is
associated or (b) solicit or handle on his own behalf or on behalf of any person
or entity with which he is associated the advertising, public relations, sales
promotion or market research business of any advertiser that is a client of
Interpublic or a majority-controlled subsidiary thereof as of the Termination
Date. Without limitation of any other remedies that the Company may pursue, the
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Company may enforce its rights under this section 5.l0 by means of injunction.
This section shall not limit any other right or remedy that the Company may have
under applicable law or any other agreement between the Company and the
Executive.
ARTICLE VI
GENERAL PROVISIONS
Section 6.l. TERM OF AGREEMENT. This Agreement shall terminate upon the
earliest of (a) the expiration of five years from the date of this Agreement if
no Change of Control has occurred during that period; (b) the termination of the
Executive's employment with the Company for any reason prior to a Change of
Control; (c) the Company's termination of the Executive's employment for Cause
or death, the Executive's compulsory retirement within the provisions of 29
U.S.C. ss.631(c) (or, if Executive is not a citizen or resident of the United
States, compulsory retirement under any applicable procedure of the Company in
effect immediately prior to the change of control) or the Executive's
resignation for other than Good Reason, following a Change of Control and the
Company's and the Executive's fulfillment of all of their obligations under this
Agreement; and (d) the expiration following a Change of Control of the
Designated Number plus three years and the fulfillment by the Company and the
Executive of all of their obligations hereunder.
Section 6.2. GOVERNING LAW. Except as otherwise expressly provided herein,
this Agreement and the rights and obligations hereunder shall be construed and
enforced in accordance with the laws of the State of New York.
Section 6.3. SUCCESSORS TO THE COMPANY. This Agreement shall inure to the
benefit of Interpublic and its subsidiaries and shall be binding upon and
enforceable by Interpublic and any successor thereto, including, without
limitation, any corporation or corporations acquiring directly or indirectly all
or substantially all of the business or assets of Interpublic whether by merger,
consolidation, sale or otherwise, but shall not otherwise be
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assignable by Interpublic. Without limitation of the foregoing sentence,
Interpublic shall require any successor (whether direct or indirect, by merger,
consolidation, sale or otherwise) to all or substantially all of the business or
assets of Interpublic, by agreement in form satisfactory to the Executive,
expressly, absolutely and unconditionally to assume and agree to perform this
Agreement in the same manner and to the same extent as Interpublic would have
been required to perform it if no such succession had taken place. As used in
this agreement, "Interpublic" shall mean Interpublic as heretofore defined and
any successor to all or substantially all of its business or assets that
executes and delivers the agreement provided for in this section 6.3 or that
becomes bound by this Agreement either pursuant to this Agreement or by
operation of law.
Section 6.4. SUCCESSOR TO THE EXECUTIVE. This Agreement shall inure to the
benefit of and shall be binding upon and enforceable by the Executive and his
personal and legal representatives, executors, administrators, heirs,
distributees, legatees and, subject to section 6.5 hereof, his designees
("Successors"). If the Executive should die while amounts are or may be payable
to him under this Agreement, references hereunder to the "Executive" shall,
where appropriate, be deemed to refer to his Successors.
Section 6.5. NONALIENABILITY. No right of or amount payable to the
Executive under this Agreement shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, hypothecation, encumbrance,
charge, execution, attachment, levy or similar process or (except as provided in
section 5.4 hereof) to setoff against any obligation or to assignment by
operation of law. Any attempt, voluntary or involuntary, to effect any action
specified in the immediately preceding sentence shall be void. However, this
section 6.5 shall not prohibit the Executive from designating one or more
persons, on a form satisfactory to the Company, to receive amounts payable to
him under this Agreement in the event that he should die before receiving them.
Section 6.6. NOTICES. All notices provided for in this Agreement shall be
in writing. Notices to Interpublic shall be deemed given when personally
delivered or sent by
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certified or registered mail or overnight delivery service
to The Interpublic Group of Companies, Inc., l27l Avenue of the Americas, New
York, New York l0020, attention: Corporate Secretary. Notices to the Executive
shall be deemed given when personally delivered or sent by certified or
registered mail or overnight delivery service to the last address for the
Executive shown on the records of the Company. Either Interpublic or the
Executive may, by notice to the other, designate an address other than the
foregoing for the receipt of subsequent notices.
Section 6.7. AMENDMENT. No amendment of this Agreement shall be effective
unless in writing and signed by both the Company and the Executive.
Section 6.8. WAIVERS. No waiver of any provision of this Agreement shall
be valid unless approved in writing by the party giving such waiver. No waiver
of a breach under any provision of this Agreement shall be deemed to be a waiver
of such provision or any other provision of this Agreement or any subsequent
breach. No failure on the part of either the Company or the Executive to
exercise, and no delay in exercising, any right or remedy conferred by law or
this Agreement shall operate as a waiver of such right or remedy, and no
exercise or waiver, in whole or in part, of any right or remedy conferred by law
or herein shall operate as a waiver of any other right or remedy.
Section 6.9. SEVERABILITY. If any provision of this Agreement shall be
held invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall not affect any other provision of this Agreement or part
thereof, each of which shall remain in full force and effect.
Section 6.l0. CAPTIONS. The captions to the respective articles and
sections of this Agreement are intended for convenience of reference only and
have no substantive significance.
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Section 6.ll. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original but all of
which together shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By: /s/ Brian J. Brooks
Brian J. Brooks
Title: Executive Vice President
Human Resources
/s/ Chris Coughlin
Chris Coughlin
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