Sample Business Contracts

Executive Special Benefit-Income Replacement Agreement - Interpublic Group of Companies Inc. and Barry R. Linsky

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          AGREEMENT made as of June 1, 2000 by and between THE INTERPUBLIC GROUP
OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter referred
to  as  "Interpublic")  and  BARRY  R.  LINKSY   (hereinafter   referred  to  as

                              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-Income Replacement 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

          NOW,  THEREFORE,  in  consideration  of the mutual promises herein set
forth, the parties hereto, intending to be legally bound, agree as follows:

                                   ARTICLE I

                           Income Replacement Payment

          1.01 Effective January 1, 2002,  provided Executive is employed by the
Corporation  on such date,  the  Corporation  shall provide  Executive  with the
following benefits:

          (a) Upon  Executive's  retirement from the employ of the  Corporation,
     the Corporation shall pay or cause to be paid, to Executive Two Hundred and
     Fifty-Eight Thousand Dollars ($258,000) per annum for fifteen (15) years in
     monthly  installments  beginning  with  the  15th  of the  month  following
     Executive's  last  day of  employment  and in  equal  monthly  installments
     thereafter.  If Executive  should die before all annual payments under this
     Section  1.01(a)  are made,  such  payments  shall  continue  to be paid to
     Executive's estate in accordance with the terms of this Agreement.

          (b) If Executive  shall die while in the employ of the Corporation (or
     while payments are being made under Section 1.01(a) of this Agreement), the
     Corporation  shall  pay  or  cause  to  be  paid  to  such  beneficiary  or
     beneficiaries  as Executive shall have designated  pursuant to Section 1.02
     (or in the absence of such  designation,  shall pay to the  Executor of the
     Will or the  Administrator  of the Estate of  Executive)  Two  Hundred  and
     Fifty-Eight Thousand Dollars ($258,000) 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 installments thereafter.

          (c) In the event of the Executive's  death,  the Executor of the Will,
     or its Administrator of the Estate of the Executive can apply for a present
     value  payment of any unpaid  portion of the payments to be made under this
     Agreement,  which the Corporation  may grant,  in its  discretion.  In such
     event,  the present  value shall be based on an annual rate approved by the
     Board of Directors.

          1.02  For  purposes  of  this  Agreement,  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.

                                   ARTICLE II


          2.01 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

                                  ARTICLE III

                        Contractual Nature of Obligation

          3.01 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.

                                   ARTICLE IV

                               General Provisions

          4.01 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  Agreement  adopted
effective as of January 1, 1974 by Interpublic.

          4.02 This  Agreement  shall be governed by and construed in accordance
with the Employee Retirement Income Security Act of 1974, as amended, and to the
extent not preempted thereby, the laws of the State of New York.
          4.03 The  Corporation  shall  have  the  right  to  withhold  from all
payments made to Executive or his estate or beneficiary under this Agreement all
taxes which it shall reasonably determine shall be required.

                              THE INTERPUBLIC GROUP OF
                              COMPANIES, INC.

                              By /s/ C. KENT KROEBER
                                Name:  C. KENT KROEBER
                                Title: Senior Vice President, Human

                                 /s/  BARRY R. LINSKY
                                    BARRY R. LINSKY