Employment Agreement - Interpublic Group of Companies Inc. and James R. Heekin
SUPPLEMENTAL AGREEMENT ---------------------- SUPPLEMENTAL AGREEMENT made as of March 28, 2000 between THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation ("Interpublic") and JAMES R. HEEKIN ("Executive"). W I T N E S S E T H: ------------------- WHEREAS, Interpublic and Executive are parties to an Employment Agreement made as of January 1, 1998 (hereinafter referred to as the "Agreement"); and WHEREAS, Interpublic and Executive desire to amend the Agreement; NOW, THEREFORE, in consideration of the mutual promises herein and in the Agreement set forth, the parties hereto, intending to be legally bound, agree as follows: 1. Paragraph 3.01 of the Agreement is hereby deleted and amended to read in its entirety as follows: "The Corporation will compensate Executive for the duties performed by him hereunder, by payment of a total base salary at the rate of Eight Hundred Seventy Thousand Dollars ($870,000) per annum, One Hundred Thousand Dollars ($100,000) of which shall be accrued in accordance with certain Executive Special Benefit Agreements entered into between the Executive and Interpublic. The non-accrued portion of Executive's total base salary shall be payable in equal installments, which the Corporation shall pay at semi-monthly intervals, subject to customary withholding for federal, state and local taxes." 2. A new paragraph 5.03 shall be added to read as follows: "Executive has been granted: (i) effective December 16, 1999, seventy thousand (70,000) shares of Interpublic Common Stock which are subject to a five-year vesting restriction, and (ii) effective March 21, 2000 an additional thirty thousand (30,000) shares of Interpublic Common Stock, which are subject to a seven-year vesting restriction." 3. A new paragraph 5.04 shall be added to read as follows: "Executive has been granted: (i) effective December 12, 1999, options to purchase one hundred thousand (100,000) shares of Interpublic Common Stock, and (ii) effective March 21, 2000, options to purchase eighty thousand (80,000) shares of Interpublic Common Stock, all of which are subject to all the terms and conditions of the Interpublic Stock Incentive Plan. Forty percent (40%) of the options will be exercisable after the third anniversary of the date of grant, thirty percent (30%) will be exercisable after the fourth anniversary and thirty percent (30%) will be exercisable after the fifth anniversary of the date of grant through the tenth anniversary of the date of grant." Except as hereinabove amended, the Agreement shall continue in full force and effect. <PAGE> This Supplemental Agreement shall be governed by the laws of the State of New York, applicable to contracts made and fully to be performed therein. THE INTERPUBLIC GROUP OF COMPANIES, INC. By /s/ C. KENT KROEBER ---------------------------------------- C. KENT KROEBER /s/ JAMES R. HEEKIN ---------------------------------------- JAMES R. HEEKIN