Executive Special Benefit Agreement - Interpublic Group of Companies Inc. and Chris Coughlin
EXECUTIVE SPECIAL BENEFIT AGREEMENT
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 "INTERPUBLIC") and CHRIS COUGHLIN (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 ninety-six (96) months beginning on the date of this Agreement and
ending on the day
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preceding the eighth 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. Effective at the end of the Accrual Term,
Executive's annual compensation will be increased by One Hundred Thousand
Dollars ($100,000) if Executive is in the employ of the Corporation at that
time.
1.03 If, during the Accrual Term or thereafter 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 Two Hundred Thousand Dollars ($200,000)
per annum for fifteen (15) years in monthly installments beginning with the 15th
of the calendar month following Executive's death, and in equal monthly
installment thereafter.
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 sixtieth birthday, the Corporation
shall pay to Executive special retirement benefits at the rate of Two Hundred
Thousand Dollars ($200,000) per annum for fifteen (15) years in monthly
installments beginning with the 15th of the calendar month following Executive's
last day of employment, and in equal monthly installments thereafter.
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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 fifty-ninth birthday
but prior to Executive's sixtieth 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:
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Last Day of Employment Annual Rate
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On or after 59th birthday but prior to 60th birthday $ 176,000
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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 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 human resource 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.
ARTICLE II
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ALTERNATIVE DEFERRED COMPENSATION
2.01 If Executive shall, for any reason other than death, cease to
be employed by the Corporation on a date prior to Executive's fifty-ninth
birthday, the Corporation shall, in lieu of any payment pursuant to Article I of
this Agreement, compensate Executive by payment, at the times and in the manner
specified in Section 2.02, of a sum computed at the rate of One Hundred Thousand
Dollars ($100,000) per annum for each full year and proportionate amount for any
part year from the date of this Agreement to the date of such termination during
which Executive is in the employ of the Corporation. Such payment shall be
conditional upon Executive's compliance with all the terms and conditions of
this Agreement.
2.02 The aggregate compensation payable under Section 2.01 shall be
paid in equal consecutive monthly installments commencing with the first month
in which Executive is no longer in the employ of the Corporation and continuing
for a number of months equal to the number of months which have elapsed from the
date of this Agreement to the date of termination, up to a maximum of ninety-six
(96) months.
2.03 If Executive dies while receiving payments in accordance with
the provisions of Section 2.02, any installments payable in accordance with the
provisions of Section 2.02 less any amounts previously paid Executive in
accordance therewith, shall be paid to Executive's beneficiary under Section
1.07, or, if none, to the Executor of the Will or the Administrator of the
Estate of Executive.
2.04 If Executive's employment is terminated within the first two
(2) years, (other than for cause or voluntary resignation, which is not for
"Good Reason") then, in addition to any other payments to which Executive may be
entitled under this Agreement, Executive will receive an annual annuity of Fifty
Thousand Dollars ($50,000) per year for a period of fifteen
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(15) years to commence on Executive's 60th birthday. Such amounts shall be
payable in monthly installments beginning with the 15th of the calendar month
following Executive's 60th birthday.
2.05 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 Agreements adopted
effective as of January 1, 1974 by Interpublic.
ARTICLE III
NON-SOLICITATION OF CLIENTS OR EMPLOYEES
3.01 Following the termination of Executive's employment hereunder
for any reason, Executive shall not for a period of twelve (12) months either
(a) solicit any 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 IV
ASSIGNMENT
4.01 This Agreement shall be binding upon and inure to the benefit
of the successors and assigns of Interpublic. 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
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the same extent as Interpublic would have been required to perform it if no such
succession had taken place. 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 V
CONTRACTUAL NATURE OF OBLIGATION
5.01 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 VI
APPLICABLE LAW
6.01 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: /s/Brian J. Brooks
Brian J. Brooks
Executive Vice President
Human Resources
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/s/ Chris Coughlin
Chris Coughlin
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