Executive Special Benefit Agreement - Interpublic Group of Companies Inc. and James R. Heekin
EXECUTIVE SPECIAL BENEFIT AGREEMENT
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AGREEMENT made as of January 1, 1994 by and between THE INTERPUBLIC
GROUP OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter
referred to as "Interpublic") and JAMES R. HEEKIN (hereinafter referred to as
"Executive").
W I T N E S S E T H:
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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
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Death and Special Retirement Benefits
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1.01 For purposes of this Agreement the "Accrual Term" shall mean the
period of seventy-two months beginning on the date of this Agreement and ending
on the day preceding the sixth 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 and Executive's satisfactory completion of a
physical examination in connection with an insurance policy on the life of
Executive which Interpublic or its assignee (other than Executive) proposes to
obtain and own. Effective at the end of the Accrual Term, Executive's annual
compensation will be increased by $25,000 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 Eighty Two Thousand Five Hundred Dollars
($82,500) per annum for fifteen years following Executive's death, such payments
to be made on January 15 of each of the fifteen years beginning with the year
following the year in which Executive dies.
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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 Eighty-Two Thousand Five
Hundred Dollars ($82,500) per annum for fifteen years beginning with the
calendar month following Executive's last day of employment, such payments to be
made in equal monthly installments.
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-fifth 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:
Last Day of Employment Annual Rate
On or after 55th birthday but prior to 56th birthday $ 57,750
On or after 56th birthday but prior to 57th birthday $ 62,700
On or after 57th birthday but prior to 58th birthday $ 67,650
On or after 58th birthday but prior to 59th birthday $ 72,600
On or after 59th birthday but prior to 60th birthday $ 77,550
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 personnel 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.
1.09 In connection with the life insurance policy referred to in
Section 1.02, Interpublic has relied on written representations made by
Executive concerning Executive's age and the state of Executive's health. If
said representations are untrue in any material respect, whether directly or by
omission, and if the Corporation is damaged by any such untrue representations,
no sum shall be payable pursuant to Sections 1.03, 1.04, 1.05, 1.06, 2.01, 2.02
or 2.03.
1.10 It is expressly agreed that Interpublic or its assignee (other
than Executive) shall at all times be the sole and complete owner and
beneficiary of the life insurance policy referred to in Sections 1.02 and 1.09,
shall have the unrestricted right to use all amounts and exercise all options
and privileges thereunder without the knowledge or consent of Executive or
Executive's designated beneficiary or any other person and that neither
Executive nor Executive's designated beneficiary nor any other person shall have
any right, title or interest, legal or equitable, whatsoever in or to such
policy.
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ARTICLE II
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Alternative Deferred Compensation
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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-fifth 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 Twenty Fivey
Thousand Dollars ($25,000) 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 with a
maximum payment of One Hundred Fifty Thousand dollars ($150,000). 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 commencement date of such payments, up to a
maximum of 72 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 the Executor of the Will or the
Administrator of the Estate of Executive.
2.04 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
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Non-solicitation of Clients or Employees
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3.01 Following the termination of Executive's employment hereunder for
any reason, Executive shall not for a period of twenty-four months from such
termination, if such termination occurs during the first two years of employment
hereunder, or for a period of twelve months if such termination occurs
subsequent to the first two years of 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.
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ARTICLE IV
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Assignment
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4.01 This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of Interpublic. 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
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Contractual Nature of Obligation
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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
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Applicable Law
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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/ C. KENT KROEBER
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C. KENT KROEBER
By: /s/ JAMES R. HEEKIN, III
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JAMES R. HEEKIN, III