Executive Special Benefit-Income Replacement Agreement - Interpublic Group of Companies Inc. and Barry R. Linsky
EXECUTIVE SPECIAL BENEFIT-INCOME REPLACEMENT AGREEMENT
------------------------------------------------------
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
"Executive").
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
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
---------
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
----------
Assignment
----------
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
orally.
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.
<PAGE>
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
Resources
/s/ BARRY R. LINSKY
----------------------------------------
BARRY R. LINSKY