Employment Agreement - Interpublic Group of Companies Inc. and James R. Heekin
SUPPLEMENTAL AGREEMENT
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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:
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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.
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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
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C. KENT KROEBER
/s/ JAMES R. HEEKIN
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JAMES R. HEEKIN