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Employment Agreement - Interpublic Group of Companies Inc. and James R. Heekin

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                              EMPLOYMENT AGREEMENT
                              --------------------


          AGREEMENT  made as of October 25, 1993 by and between THE  INTERPUBLIC
GROUP OF COMPANIES,  INC., a corporation  of the State of Delaware  (hereinafter
referred  to as  "Interpublic"  or  the  "Corporation"),  and  JAMES  R.  HEEKIN
(hereinafter referred to as "Executive").

          In  consideration  of the mutual promises set forth herein the parties
hereto agree as follows:

                                    ARTICLE I
                                    ---------

                               Term of Employment
                               ------------------

          1.01 Upon the terms and subject to the  conditions  set forth  herein,
Interpublic  or one of its  subsidiaries  will employ  Executive  for the period
beginning  October 25, 1993 and ending on October 25,  1998,  or on such earlier
date as the employment of Executive  shall  terminate  pursuant to Article IV or
Article V. (The period during which Executive is employed  hereunder is referred
to  herein as the "term of  employment"  and  Interpublic  or  whichever  of the
aforementioned subsidiaries shall form time to time employ Executive pursuant to
this Agreement is referred to herein as the "Corporation"). Executive will serve
the Corporation during the term of employment.

                                   ARTICLE II
                                   ----------

                                     Duties
                                     ------

          2.01 During the term of  employment,  Executive  will in the course of
performing his duties hereunder:

               (i)  use  his  best  efforts  to  promote  the  interests  of the
          Corporation  and devote his full time and efforts to its  business and
          affairs;

               (ii) perform such duties as the Corporation may from time to time
          assign to him  consistent  with his position and title of President of
          McCann-Erickson North America.

          2.02  Executive  shall report only to John Dooner or the  then-current
Chief  Executive  Officer  of  McCann-Erickson  Worldwide,  and  the  respective
managements of the offices and  operations  constituting  McCann-Erickson  North
America shall report only to Executive.

          2.03  During the term of  employment,  unless  otherwise  agreed to by
Executive,  Executive  shall  be  based in the  Corporation's  New York  office,
subject to the travel requirements of the position and duties hereunder.
<PAGE>
                                   ARTICLE III
                                   -----------

                                  Compensation
                                  ------------

          3.01  The  Corporation  will  compensate   Executive  for  the  duties
performed by him  hereunder,  including  all services  rendered as an officer or
director  of the  Corporation,  by  payment of a salary at the  initial  rate of
$400,000 per annum, which salary shall be payable in equal  installments,  which
the  Corporation  may  pay at  either  monthly  or  semi-monthly  intervals.  In
addition, he will receive the compensation  described in Article VII, subject to
conditions set forth therein.

          3.02 The  Corporation  may,  in  addition,  at any time  increase  the
compensation  paid to Executive  hereunder if the  Corporation in its discretion
shall deem it advisable so to do in order to compensate  him fairly for services
rendered to the Corporation.

                                   ARTICLE IV
                                    ---------

                                   Termination
                                   -----------

          4.01 Interpublic may terminate the employment of Executive hereunder:

               (i) by  giving  Executive  notice  in  writing  within  the first
          twenty-four months after his employment commences hereunder,  in which
          event his  employment  shall  terminate on the date  specified in such
          notice.  In this event the  Corporation  will pay  Executive an amount
          equal to the  amount by which  twenty-four  months  salary at his then
          current  rate  exceeds  the  salary  paid to him  from  the  date  his
          employment  commenced until the termination date, plus an amount equal
          to twelve  months  salary,  such  payment to be made during the period
          immediately  following the termination  date specified in such notice,
          payable in successive equal monthly installments,  each of which shall
          be equal to one  month's  salary  at the rate in effect at the time of
          such termination.

               (ii) by giving Executive notice in writing at any time specifying
          a termination  date not less than twelve (12) months after the date on
          which such notice is given, if given subsequent to the commencement of
          the  twenty-fifth  month of employment  hereunder,  in which event his
          employment  hereunder  shall  terminate on the date  specified in such
          notice, or

               (iii) by giving him notice in  writing at any time  specifying  a
          termination  date less than twelve months after the date on which such
          notice is given if such notice is given subsequent to the commencement
          of the twenty-fifth month of employment  hereunder.  In this event his
          employment  hereunder  shall  terminate on the date  specified in such
          notice and the Corporation shall thereafter pay him a sum equal to the
          amount by which twelve  months salary at his then current rate exceeds
          the  salary  paid to him for the  period  from the date on which  such
          notice is given to the termination date specified in such notice. Such
          payment  shall be made  during the period  immediately  following  the
          termination date specified in such notice, in successive equal monthly
          installments each of which shall be equal to one month's salary at the
          rate in effect at the time of such  termination,  with any  residue in
          respect of a period less than one month to be paid  together  with the
          last installment.
<PAGE>
          4.02  Executive  may  at  any  time  give  notice  in  writing  to the
Interpublic specifying a termination date not less than one hundred twenty (120)
days after the date on which such notice is given, in which event his employment
hereunder shall terminate on the date specified in such notice.

          4.03  Executive may at any time give notice in writing to  Interpublic
specifying a termination  date not less than one hundred twenty (120) days after
the date on which such notice is given, in which event his employment  hereunder
shall terminate on the date specified in such notice.

          4.04 If  Executive  dies  before  October  24,  1998,  his  employment
hereunder shall terminate on the date of his death.

                                    ARTICLE V
                                    ---------

                                    Covenants
                                    ---------

          5.01 While Executive is employed hereunder by the Corporation he shall
not,  without the prior written consent of the Corporation  engage,  directly or
indirectly,  in any other trade,  business or employment,  or have any interest,
direct  or  indirect,  in any other  business,  firm or  corporation;  provided,
however,  that he may continue to own or may hereafter acquire any securities of
any class of any  publicly-owned  company  or any  company  not  engaged  in the
advertising   business,   and  he  may  engage  in  public  speaking,   writing,
educational,  charitable  and other  similar  endeavors,  as to which  endeavors
Executive agrees to keep Corporation generally apprised.

          5.02 Executive shall use his best efforts to treat as confidential and
keep secret the affairs of the  Corporation and shall not at any time during the
term of  employment  or  thereafter,  without the prior  written  consent of the
Corporation,  divulge,  furnish or make known or  accessible  to, or use for the
benefit  of,  anyone  other  than  the  Corporation  and  its  subsidiaries  and
affiliates any  information of a confidential  nature relating in any way to the
business of the  Corporation or its  subsidiaries or affiliates or their clients
and  obtained by him in the course of his  employment  hereunder.  For  purposes
herein, confidential information includes, but is not limited to, trade secrets,
budgetary  information,  and client or Interpublic and Corporation strategic and
business plans.

          5.03 If Executive  materially breaches the provisions of Section 5.02,
Interpublic may,  notwithstanding the provisions of Section 4.01,  terminate the
employment of Executive at any time by giving him notice in writing specifying a
termination date. In such event, his employment hereunder shall terminate on the
date specified in such notice.  If Executive  violates the provisions of Section
5.01, Interpublic may give him notice specifying the nature of the violation and
giving Executive thirty days in which to cure his performance. In the event of a
continuing violation after such notice and cure period,  Executive's  employment
hereunder shall terminate on the date specified in such notice.

          5.04 All  records,  papers  and  documents  kept or made by  Executive
relating to the business of the Corporation or its subsidiaries or affiliates or
their clients shall be and remain the property of the Corporation.
<PAGE>
          5.05 All articles invented by Executive,  processes discovered by him,
trademarks,  designs,  advertising  copy and art  work,  display  and  promotion
materials  and,  in general,  everything  of value  conceived  or created by him
pertaining  to the business of the  Corporation  or any of its  subsidiaries  or
affiliates during the term of employment, and any and all rights of every nature
whatever thereto, shall immediately become the property of the Corporation,  and
Executive will assign, transfer and deliver all patents, copyrights,  royalties,
designs and copy,  and any and all  interests  and rights  whatever  thereto and
thereunder to the Corporation,  without further compensation, upon notice to him
from the Corporation.

          5.06 Following the termination of Executive's employment hereunder for
any reason,  Executive  shall not for a period of  twenty-four  (24) months from
such  termination,  if such  termination  occurs  during  the first two years of
employment  hereunder,  or for a period  of twelve  months  is such  termination
occurs  subsequent  to the first two years  employment,  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  and as to which  brand  Executive
devoted services.

                                   ARTICLE VI
                                   ----------

                                   Assignment
                                   ----------

          6.01 This Agreement  shall be binding upon and enure to the benefit of
the  successors  and assigns of  Interpublic,  subject to Section  4.04  hereof.
Neither this Agreement nor any rights hereunder shall be assignable by Executive
and any such purported assignment by him shall be void.

                                   ARTICLE VII
                                   -----------

                             Additional Compensation
                               -------------------

          7.01 Within 30 days of Executive's  commencing  employment pursuant to
this Agreement, the Corporation will pay Executive a sign-up bonus of $100,000.

          7.02  Executive  will be eligible  during the term of  employment,  to
participate  in the Management  Incentive  Compensation  Plan  ("MICP"),  and to
receive an annual  bonus in an amount up to 50% of  Executive's  annual  salary,
inclusive of any amount deferred pursuant to Section 7.03 below,  subject to all
of the terms and  conditions of the Plan.  However,  any awards  pursuant to the
MICP, if any, shall be determined by the  Corporation  and shall be based on the
profits of McCann-Erickson  Worldwide,  Executive's  individual  performance and
management  discretion.  Notwithstanding  the  foregoing  and  subject  to  full
execution  of this  Agreement,  the  Corporation  agrees  to  award  a bonus  to
Executive for the calendar year 1993 of at lest  $100,000,  subject to deduction
of any applicable withholding taxes, and to pay such bonus by or before February
28, 1994.  Also,  subject to full execution of this  Agreement,  the Corporation
agrees  to award a bonus to  Executive  for the  calendar  year 1994 of at least
$200,000,  subject to deduction of any applicable  withholding taxes, and to pay
such bonus in February  1995. The  guaranteed  portions of Executive's  1993 and
1994 bonuses referred to in this Section 7.02 will be paid to Executive  whether
or not he is in the  employ of the  Corporation  on the  payment  dates for such
bonuses.
<PAGE>
          7.03  Interpublic  will  enter  into  an  Executive   Special  Benefit
Agreement  ("ESBA") with Executive  consistent with the terms as provided by the
Corporation to Executive in writing.  Should  Executive  elect not to enter into
the ESBA, the deferred amount shall be added to his annual salary.

          7.04 As soon as  administratively  feasible  after  execution  of this
Agreement,  Interpublic  will use its  best  efforts  to have  the  Compensation
Committee of the Board of Directors (the "Committee") grant Executive a pro rata
award for the  1991-1994  performance  period and a full award for the 1993-1996
performance period under the Interpublic  Long-Term  Performance  Incentive Plan
("LTPIP").  With respect to the 1991-1994  performance period, an award equal to
1,500  performance  units  tied to the  cumulative  compound  profit  growth  of
McCann-Erickson  North America will be  recommended,  with a minimum  guaranteed
value at the end of the  performance  period of  $100,000.  With  respect to the
1993-1996 performance period, the Corporation will recommend to the Committee an
award of 2,025  performance  units,  tied to the  cumulative  profit  growth  of
McCann-Erickson  North America over the four-year period.  In addition,  options
covering 8,100 shares of Common Stock will be issued to Executive under the 1986
Stock Incentive Plan no later than November 1, 1993.  These options will be 100%
exercisable  as of January 1 1997.  The payment of benefits  under the LTPIP and
the terms of options under the 1986 Stock  Incentive Plan will be subject to all
of the terms and conditions of those plans.

          7.05  Interpublic will also use its best efforts to have the Committee
grant to Executive no later than  November 1, 1993,  subject to all of the terms
and conditions of the 1986 Stock Incentive  Plan, an award of 11,500  restricted
shares of Interpublic Common Stock of which 2,500 shares shall be restricted for
one year from the date of grant,  4,500 shares shall have a  restriction  period
ending  three  years  form the date of  grant  and  4,500  shares  shall  have a
restriction period ending five years from the date of grant. If the market value
of the 4,500  shares  having  the  three  year  restriction  period is less than
$125,000  on the date on which  the  restrictions  lapse,  Interpublic  will pay
Executive  such  additional  amount in cash that is necessary to ensure that the
cash payment  together  with the value of the shares on the date of lapse (based
on the closing price of the common stock on The New York Stock  Exchange)  shall
equal $125,000.

          7.06 Interpublic will use its best efforts to have the Committee grant
to  Executive no later than  November 1, 1993 options to purchase an  additional
12,000  shares of  Interpublic  Common Stock which will be subject to all of the
terms and conditions of the 1986 Stock  Incentive  Plan.  Forty percent of these
options will be exercisable  after a three-year  holding period,  thirty percent
will be  exercisable  after a four-year  holding  period and the balance will be
exercisable after a five-year  holding period.  The grant of these options shall
be at 85% of the market value of Interpublic  common stock on the date the grant
is approved by the Committee.

          7.07  Interpublic  agrees  to  have  its  Management  Human  Resources
Committee elect Executive to membership in the Development Council and Executive
shall receive, at a minimum, all fringe benefits, vacation and perquisites given
to Executive,  employees of  Interpublic  or the  Corporation  holding a similar
title and position.  Executive will also have an annual automobile  allowance of
$7,000 and the  Corporation  shall pay for garage  parking in  proximity  to his
office.

          7.08 The Corporation will also pay or reimburse Executive for the cost
of club membership in the amount of $10,000 per annum.

          7.09  Should  the  Committee  fail  to make  any or all of the  awards
referred to in Sections 7.04, 7.05 and 7.06, the Corporation  will take whatever
action  is  necessary  to grant  Executive  compensation  or other  benefits  of
equivalent value, subject to Executive's  approval,  which will not unreasonably
withheld.
<PAGE>
                                  ARTICLE VIII
                                  ------------

                                Agreement Entire
                                ----------------

          8.01 This  Agreement  constitutes  the  entire  understanding  between
Interpublic   and  Executive   concerning   his   employment  by   Interpublic's
aforementioned  subsidiaries  and  supersedes  any and all  previous  agreements
between  Executive and  Interpublic or any of its  subsidiaries  concerning such
employment. This Agreement may not be changed orally.

                                   ARTICLE IX
                                   -----------

                                 Applicable Law
                                 --------------

          9.01 The  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/ C. Kent Kroeber
                                           -------------------------------------
                                           Name:  C. Kent Kroeber
                                           Title:


                                        By: /s/ JAMES R. HEEKIN
                                           -------------------------------------
                                           Name: JAMES R. HEEKIN
                                           Title: