Executive Severance Agreement - Interpublic Group of Companies Inc. and Sean F. Orr
EXECUTIVE SEVERANCE AGREEMENT
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This AGREEMENT ("Agreement") dated April 27, 1999 by and between The
Interpublic Group of Companies, Inc. ("Interpublic"), a Delaware corporation
(Interpublic and its subsidiaries being referred to herein collectively as the
"Company"), and SEAN F. ORR (the "Executive").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Company recognizes the valuable services that the
Executive has rendered thereto and desires to be assured that the Executive will
continue to attend to the business and affairs of the Company without regard to
any potential or actual change of control of Interpublic;
WHEREAS, the Executive is willing to continue to serve the Company but
desires assurance that he will not be materially disadvantaged by a change of
control of Interpublic; and
WHEREAS, the Company is willing to accord such assurance provided
that, should the Executive's employment be terminated consequent to a change of
control, he will not for a period thereafter engage in certain activities that
could be detrimental to the Company;
NOW, THEREFORE, in consideration of the Executive's continued service
to the Company and the mutual agreements herein contained, Interpublic and the
Executive hereby agree as follows:
ARTICLE I
RIGHT TO PAYMENTS
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Section 1.1. Triggering Events. If Interpublic undergoes a Change of
Control, the Company shall make payments to the Executive as provided in article
II of this Agreement. If, within two years following a Change of Control, either
(a) the Company terminates the Executive other than by means of a termination
for Cause or for death or (b) the Executive resigns for a Good Reason (either of
which events shall constitute a "Qualifying Termination"), the Company shall
make payments to the Executive as provided in article III hereof.
Section 1.2. Change of Control. A Change of Control of Interpublic
shall be deemed to have occurred if (a) any person (within the meaning of
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "1934
Act")), other than Interpublic or any of its majority-controlled subsidiaries,
becomes the beneficial owner (within the meaning of Rule 13d-3 under the 1934
Act) of 30 percent or more of the combined voting power of Interpublic's then
outstanding voting securities; (b) a tender offer or exchange offer (other than
an offer by Interpublic or a majority-controlled subsidiary), pursuant to which
30 percent or more of the combined voting power of Interpublic's then
outstanding voting securities was purchased, expires; (c) the stockholders of
Interpublic approve an agreement to merge or consolidate with another
corporation (other than a majority-controlled subsidiary of Interpublic) unless
Interpublic's shareholders immediately before the merger or consolidation are to
own more than 70 percent of the combined voting power of the resulting entity's
voting securities; (d) Interpublic's stockholders approve an agreement
(including, without limitation, a plan of liquidation) to sell or otherwise
dispose of all or substantially all of the business or assets of Interpublic; or
(e) during any period of two consecutive years, individuals who, at the
beginning of such period, constituted the Board of Directors of Interpublic
cease for any reason to constitute at least a majority thereof, unless the
election or the nomination for election by Interpublic's stockholders of each
new director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period. However, no
Change of Control shall be deemed to have occurred by reason of any transaction
in which the Executive, or a group of persons or entities with which the
Executive acts in concert, acquires, directly or indirectly, more than 30
percent of the common stock or the business or assets of Interpublic.
Section 1.3. Termination for Cause. Interpublic shall have Cause to
terminate the Executive for purposes of Section 1.1 of this Agreement only if,
following the Change of Control, the Executive (a) engages in conduct that
constitutes a felony under the laws of the United States or a state or country
in which he works or resides and that results or was intended to result,
directly or indirectly, in the personal enrichment of the Executive at the
Company's expense; (b) refuses (except by reason of incapacity due to illness or
injury) to make a good faith effort to substantially perform his duties with the
Company on a full-time basis and continues such refusal for 15 days following
receipt of notice from the Company that his effort is deficient; or (c)
deliberately and materially breaches any agreement between himself and the
Company and fails to remedy that breach within 30 days following notification
thereof by the Company. If the Company has Cause to terminate the Executive, it
may in fact terminate him for Cause for purposes of section 1.1 hereof if (a) it
notifies the Executive of such Cause, (b) it gives him reasonable opportunity to
appear before a majority of Interpublic's Board of Directors to respond to the
notice of Cause and (c) a majority of the Board of Directors subsequently votes
to terminate him.
Section 1.4. Resignation for Good Reason. The Executive shall have a
Good Reason for resigning only if (a) the Company fails to elect the Executive
to, or removes him from, any office of the Company, including without limitation
membership on any Board of Directors, that the Executive held immediately prior
to the Change of Control; (b) the Company reduces the Executive's rate of
regular cash and fully vested deferred base compensation ("Regular
Compensation") from that which he earned immediately prior to the Change of
Control or fails to increase it within 12 months following the Change of Control
by (in addition to any increase pursuant to section 2.2 hereof) at least the
average of the rates of increase in his Regular Compensation during the four
consecutive 12-month periods immediately prior to the Change of Control (or, if
fewer, the number of 12-month periods immediately prior to the Change of Control
during which the Executive was continuously employed by the Company); (c) the
Company fails to provide the Executive with fringe benefits and/or bonus plans,
such as stock option, stock purchase, restricted stock, life insurance, health,
accident, disability, incentive, bonus, pension and profit sharing plans
("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the
Executive has waived his rights thereunder pursuant to article II hereof) are as
valuable to him as those that he enjoyed immediately prior to the Change of
Control; (d) the Company fails to provide the Executive with an annual number of
paid vacation days at least equal to that to which he was entitled immediately
prior to the Change of Control; (e) the Company breaches any agreement between
it and the Executive (including this Agreement); (f) without limitation of the
foregoing clause (e), the Company fails to obtain the express assumption of this
Agreement by any successor of the Company as provided in section 6.3 hereof; (g)
the Company attempts to terminate the Executive for Cause without complying with
the provisions of section 1.3 hereof; (h) the Company requires the Executive,
without his express written consent, to be based in an office outside of the
office in which Executive is based on the date hereof or to travel substantially
more extensively than he did prior to the Change of Control; or (i) the
Executive determines in good faith that the Company has, without his consent,
effected a significant change in his status within, or the nature or scope of
his duties or responsibilities with, the Company that obtained immediately prior
to the Change of Control (including but not limited to, subjecting the
Executive's activities and exercise of authority to greater immediate
supervision than existed prior to the Change of Control); provided, however,
that no event designated in clauses (a) through (i) of this sentence shall
constitute a Good Reason unless the Executive notifies Interpublic that the
Company has committed an action or inaction specified in clauses (a) through (i)
(a "Covered Action") and the Company does not cure such Covered Action within 30
days after such notice, at which time such Good Reason shall be deemed to have
arisen. Notwithstanding the immediately preceding sentence, no action by the
Company shall give rise to a Good Reason if it results from the Executive's
termination for Cause or death or from the Executive's resignation for other
than a Good Reason, and no action by the Company specified in clauses (a)
through (i) of the preceding sentence shall give rise to a Good Reason if it
results from the Executive's Disability. If the Executive has a Good Reason to
resign, he may in fact resign for a Good Reason for purposes of section 1.1 of
this Agreement by, within 30 days after the Good Reason arises, giving
Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date
of his resignation.
Section 1.5. Disability. For all purposes of this Agreement, the term
"Disability" shall have the same meaning as that term has in the Interpublic
Long-Term Disability Plan.
ARTICLE II
PAYMENTS UPON A CHANGE OF CONTROL
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Section 2.1. Elections by the Executive. If the Executive so elects
prior to a Change of Control, the Company shall pay him, within 30 days
following the Change of Control, cash amounts in respect of certain Benefit or
Bonus Plans or deferred compensation arrangements designated in sections 2.2
through 2.4 hereof ("Plan Amounts"). The Executive may make an election with
respect to the Benefit or Bonus Plans or deferred compensation arrangements
covered under any one or more of sections 2.2 through 2.4, but an election with
respect to any such section shall apply to all Plan Amounts that are specified
therein. Each election shall be made by notice to Interpublic on a form
satisfactory to Interpublic and, once made, may be revoked by such notice on
such form at any time prior to a Change of Control. If the Executive elects to
receive payments under a section of this article II, he shall, upon receipt of
such payments, execute a waiver, on a form satisfactory to Interpublic, of such
rights as are indicated in that section. If the Executive does not make an
election under this article with respect to a Benefit or Bonus Plan or deferred
compensation arrangement, his rights to receive payments in respect thereof
shall be governed by the Plan or arrangement itself.
Section 2.2. ESBA. The Plan Amount in respect of all Executive Special
Benefit Agreements ("ESBA's") between the Executive and Interpublic shall
consist of an amount equal to the present discounted values, using the Discount
Rate designated in section 5.8 hereof as of the date of the Change of Control,
of all payments that the Executive would have been entitled to receive under the
ESBA's if he had terminated employment with the Company on the day immediately
prior to the Change of Control. Upon receipt of the Plan Amount in respect of
the ESBA's, the Executive shall waive any rights that he may have to payments
under the ESBA's. If the Executive makes an election pursuant to, and executes
the waiver required under, this section 2.2, his Regular Compensation shall be
increased as of the date of the Change of Control at an annual rate equal to the
sum of the annual rates of deferred compensation in lieu of which benefits are
provided the Executive under any ESBA the Accrual Term for which (as defined in
the ESBA) includes the date of the Change of Control.
Section 2.3. MICP. The Plan Amount in respect of the Company's
Management Incentive Compensation Plans ("MICP") and/or the 1997 Performance
Incentive Plan ("1997 PIP") shall consist of an amount equal to the sum of all
amounts awarded to the Executive under, but deferred pursuant to, the MICP
and/or the 1997 PIP as of the date of the Change of Control and all amounts
equivalent to interest creditable thereon up to the date that the Plan Amount is
paid. Upon receipt of that Plan Amount, the Executive shall waive his rights to
receive any amounts under the MICP and/or the 1997 PIP that were deferred prior
to the Change of Control and any interest equivalents thereon.
Section 2.4. Deferred Compensation. The Plan Amount in respect of
deferred compensation (other than amounts referred to in other sections of this
article II) shall be an amount equal to all compensation from the Company that
the Executive has earned and agreed to defer (other than through the Interpublic
Savings Plan pursuant to Section 401(k) of the Internal Revenue Code (the
"Code") but has not received as of the date of the Change of Control, together
with all amounts equivalent to interest creditable thereon through the date that
the Plan Amount is paid. Upon receipt of this Plan Amount, the Executive shall
waive his rights to receive any deferred compensation that he earned prior to
the date of the Change of Control and any interest equivalents thereon.
Section 2.5. Stock Incentive Plans. The effect of a Change of Control
on the rights of the Executive with respect to options and restricted shares
awarded to him under the Interpublic 1986 Stock Incentive Plan, the 1996 Stock
Incentive Plan and the 1997 Performance Incentive Plan, shall be governed by
those Plans and not by this Agreement.
ARTICLE III
PAYMENTS UPON QUALIFYING TERMINATION
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Section 3.1. Basic Severance Payment. In the event that the Executive
is subjected to a Qualifying Termination within two years after a Change of
Control, the Company shall pay the Executive within 30 days after the effective
date of his Qualifying Termination (his "Termination Date") a cash amount equal
to his Base Amount times the number designated in Section 5.9 of this Agreement
(the "Designated Number"). The Executive's Base Amount shall equal the average
of the Executive's Includable Compensation for the two whole calendar years
immediately preceding the date of the Change of Control (or, if the Executive
was employed by the Company for only one of those years, his Includable
Compensation for that year). The Executive's Includable Compensation for a
calendar year shall consist of (a) the compensation reported by the Company on
the Form W-2 that it filed with the Internal Revenue Service for that year in
respect of the Executive or which would have been reported on such form but for
the fact that Executive's services were performed outside of the United States,
plus (b) any compensation payable to the Executive during that year the receipt
of which was deferred at the Executive's election or by employment agreement to
a subsequent year, minus (c) any amounts included on the Form W-2 (or which
would have been included if Executive had been employed in the United States)
that represented either (i) amounts in respect of a stock option or restricted
stock plan of the Company or (ii) payments during the year of amounts payable in
prior years but deferred at the Executive's election or by employment agreement
to a subsequent year. The compensation referred to in clause (b) of the
immediately preceding sentence shall include, without limitation, amounts
initially payable to the Executive under the MICP or a Long-Term Performance
Incentive Plan or the 1997 PIP in that year but deferred to a subsequent year,
the amount of deferred compensation for the year in lieu of which benefits are
provided the Executive under an ESBA and amounts of Regular Compensation earned
by the Executive during the year but deferred to a subsequent year (including
amounts deferred under Interpublic Savings Plan pursuant to Section 401(k) of
the Code); clause (c) of such sentence shall include, without limitation, all
amounts equivalent to interest paid in respect of deferred amounts and all
amounts of Regular Compensation paid during the year but earned in a prior year
and deferred.
Section 3.2. MICP Supplement. The Company shall also pay the Executive
within 30 days after his Termination Date a cash amount equal to (a) in the
event that the Executive received an award under the MICP (or the Incentive
Award program applicable outside the United States) or the 1997 PIP ("Incentive
Award") in respect of the year immediately prior to the year that includes the
Termination Date (the latter year constituting the "Termination Year"), the
amount of that award multiplied by the fraction of the Termination Year
preceding the Termination Date or (b) in the event that the Executive did not
receive an MICP award (or an Incentive Award) in respect of the year immediately
prior to the Termination Year, the amount of the MICP award (or Incentive Award)
that Executive received in respect of the second year immediately prior to the
Termination Year multiplied by one plus the fraction of the Termination Year
preceding the Termination Date.
ARTICLE IV
TAX MATTERS
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Section 4.1. Withholding. The Company may withhold from any amounts
payable to the Executive hereunder all federal, state, city or other taxes that
the Company may reasonably determine are required to be withheld pursuant to any
applicable law or regulation, but, if the Executive has made the election
provided in section 4.2 hereof, the Company shall not withhold amounts in
respect of the excise tax imposed by Section 4999 of the Code or its successor.
Section 4.2. Disclaimer. If the Executive so agrees prior to a Change
of Control by notice to the Company in form satisfactory to the Company, the
amounts payable to the Executive under this Agreement but not yet paid thereto
shall be reduced to the largest amounts in the aggregate that the Executive
could receive, in conjunction with any other payments received or to be received
by him from any source, without any part of such amounts being subject to the
excise tax imposed by Section 4999 of the Code or its successor. The amount of
such reductions and their allocation among amounts otherwise payable to the
Executive shall be determined either by the Company or by the Executive in
consultation with counsel chosen (and compensated) by him, whichever is
designated by the Executive in the aforesaid notice to the Company (the
"Determining Party"). If, subsequent to the payment to the Executive of amounts
reduced pursuant to this section 4.2, the Determining Party should reasonably
determine, or the Internal Revenue Service should assert against the party other
than the Determining Party, that the amount of such reductions was insufficient
to avoid the excise tax under Section 4999 (or the denial of a deduction under
Section 280G of the Code or its successor), the amount by which such reductions
were insufficient shall, upon notice to the other party, be deemed a loan from
the Company to the Executive that the Executive shall repay to the Company
within one year of such reasonable determination or assertion, together with
interest thereon at the applicable federal rate provided in section 7872 of the
Code or its successor. However, such amount shall not be deemed a loan if and to
the extent that repayment thereof would not eliminate the Executive's liability
for any Section 4999 excise tax.
ARTICLE V
COLLATERAL MATTERS
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Section 5.l. Nature of Payments. All payments to the Executive under
this Agreement shall be considered either payments in consideration of his
continued service to the Company, severance payments in consideration of his
past services thereto or payments in consideration of the covenant contained in
section 5.l0 hereof. No payment hereunder shall be regarded as a penalty to the
Company.
Section 5.2. Legal Expenses. The Company shall pay all legal fees and
expenses that the Executive may incur as a result of the Company's contesting
the validity, the enforceability or the Executive's interpretation of, or
determinations under, this Agreement. Without limitation of the foregoing,
Interpublic shall, prior to the earlier of (a) 30 days after notice from the
Executive to Interpublic so requesting or (b) the occurrence of a Change of
Control, provide the Executive with an irrevocable letter of credit in the
amount of $100,000 from a bank satisfactory to the Executive against which the
Executive may draw to pay legal fees and expenses in connection with any attempt
to enforce any of his rights under this Agreement. Said letter of credit shall
not expire before 10 years following the date of this Agreement.
Section 5.3. Mitigation. The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement either by
seeking other employment or otherwise. The amount of any payment provided for
herein shall not be reduced by any remuneration that the Executive may earn from
employment with another employer or otherwise following his Termination Date.
Section 5.4. Setoff for Debts. The Company may reduce the amount of
any payment due the Executive under article III of this Agreement by the amount
of any debt owed by the Executive to the Company that is embodied in a written
instrument, that is due to be repaid as of the due date of the payment under
this Agreement and that the Company has not already recovered by setoff or
otherwise.
Section 5.5. Coordination with Employment Contract. Payments to the
Executive under article III of this Agreement shall be in lieu of any payments
for breach of any employment contract between the Executive and the Company to
which the Executive may be entitled by reason of a Qualifying Termination, and,
before making the payments to the Executive provided under article III hereof,
the Company may require the Executive to execute a waiver of any rights that he
may have to recover payments in respect of a breach of such contract as a result
of a Qualifying Termination. If the Executive has a Good Reason to resign and
does so by providing the notice specified in the last sentence of section l.4 of
this Agreement, he shall be deemed to have satisfied any notice requirement for
resignation, and any service requirement following such notice, under any
employment contract between the Executive and the Company.
Section 5.6. Benefit of Bonus Plans. Except as otherwise provided in
this Agreement or required by law, the Company shall not be compelled to include
the Executive in any of its Benefit or Bonus Plans following the Executive's
Termination Date, and the Company may require the Executive, as a condition to
receiving the payments provided under article III hereof, to execute a waiver of
any such rights. However, said waiver shall not affect any rights that the
Executive may have in respect of his participation in any Benefit or Bonus Plan
prior to his Termination Date.
Section 5.7. Funding. Except as provided in section 5.2 of this
Agreement, the Company shall not be required to set aside any amounts that may
be necessary to satisfy its obligations hereunder. The Company's potential
obligations to make payments to the Executive under this Agreement are solely
contractual ones, and the Executive shall have no rights in respect of such
payments except as a general and unsecured creditor of the Company.
Section 5.8. Discount Rate. For purposes of this Agreement, the term
"Discount Rate" shall mean the applicable Federal short-term rate determined
under Section 1274(d) of the Code or its successor. If such rate is no longer
determined, the Discount Rate shall be the yield on 2-year Treasury notes for
the most recent period reported in the most recent issue of the Federal Reserve
Bulletin or its successor, or, if such rate is no longer reported therein, such
measure of the yield on 2-year Treasury notes as the Company may reasonably
determine.
Section 5.9. Designated Number. For purposes of this Agreement, the
Designated Number shall be Two (2.0). Section 5.10. Covenant of Executive. In
the event that the Executive undergoes a Qualifying Termination that entitles
him to any payment under article III of this Agreement, he shall not, for 18
months following his Termination Date, either (a) solicit any employee of
Interpublic or a majority-controlled subsidiary thereof to leave such employ and
enter into the employ of the Executive or any person or entity with which the
Executive is associated or (b) solicit or handle on his own behalf or on behalf
of any person or entity with which he is associated the advertising, public
relations, sales promotion or market research business of any advertiser that is
a client of Interpublic or a majority-controlled subsidiary thereof as of the
Termination Date. Without limitation of any other remedies that the Company may
pursue, the Company may enforce its rights under this section 5.l0 by means of
injunction. This section shall not limit any other right or remedy that the
Company may have under applicable law or any other agreement between the Company
and the Executive.
ARTICLE VI
GENERAL PROVISIONS
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Section 6.l. Term of Agreement. This Agreement shall terminate upon
the earliest of (a) the expiration of five years from the date of this Agreement
if no Change of Control has occurred during that period; (b) the termination of
the Executive's employment with the Company for any reason prior to a Change of
Control; (c) the Company's termination of the Executive's employment for Cause
or death, the Executive's compulsory retirement within the provisions of 29
U.S.C. ss.631(c) (or, if Executive is not a citizen or resident of the United
States, compulsory retirement under any applicable procedure of the Company in
effect immediately prior to the change of control) or the Executive's
resignation for other than Good Reason, following a Change of Control and the
Company's and the Executive's fulfillment of all of their obligations under this
Agreement; and (d) the expiration following a Change of Control of the
Designated Number plus three years and the fulfillment by the Company and the
Executive of all of their obligations hereunder.
Section 6.2. Governing Law. Except as otherwise expressly provided
herein, this Agreement and the rights and obligations hereunder shall be
construed and enforced in accordance with the laws of the State of New York.
Section 6.3. Successors to the Company. This Agreement shall inure to
the benefit of Interpublic and its subsidiaries and shall be binding upon and
enforceable by Interpublic and any successor thereto, including, without
limitation, any corporation or corporations acquiring directly or indirectly all
or substantially all of the business or assets of Interpublic whether by merger,
consolidation, sale or otherwise, but shall not otherwise be assignable by
Interpublic. Without limitation of the foregoing sentence, Interpublic shall
require any successor (whether direct or indirect, by merger, consolidation,
sale or otherwise) to all or substantially all of the business or assets of
Interpublic, by agreement in form satisfactory to the Executive, expressly,
absolutely and unconditionally to assume and agree to perform this Agreement in
the same manner and to the same extent as Interpublic would have been required
to perform it if no such succession had taken place. As used in this agreement,
"Interpublic" shall mean Interpublic as heretofore defined and any successor to
all or substantially all of its business or assets that executes and delivers
the agreement provided for in this section 6.3 or that becomes bound by this
Agreement either pursuant to this Agreement or by operation of law.
Section 6.4. Successor to the Executive. This Agreement shall inure to
the benefit of and shall be binding upon and enforceable by the Executive and
his personal and legal representatives, executors, administrators, heirs,
distributees, legatees and, subject to section 6.5 hereof, his designees
("Successors"). If the Executive should die while amounts are or may be payable
to him under this Agreement, references hereunder to the "Executive" shall,
where appropriate, be deemed to refer to his Successors.
Section 6.5. Nonalienability. No right of or amount payable to the
Executive under this Agreement shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, hypothecation, encumbrance,
charge, execution, attachment, levy or similar process or (except as provided in
section 5.4 hereof) to setoff against any obligation or to assignment by
operation of law. Any attempt, voluntary or involuntary, to effect any action
specified in the immediately preceding sentence shall be void. However, this
section 6.5 shall not prohibit the Executive from designating one or more
persons, on a form satisfactory to the Company, to receive amounts payable to
him under this Agreement in the event that he should die before receiving them.
Section 6.6. Notices. All notices provided for in this Agreement shall
be in writing. Notices to Interpublic shall be deemed given when personally
delivered or sent by certified or registered mail or overnight delivery service
to The Interpublic Group of Companies, Inc., l27l Avenue of the Americas, New
York, New York l0020, attention: Corporate Secretary. Notices to the Executive
shall be deemed given when personally delivered or sent by certified or
registered mail or overnight delivery service to the last address for the
Executive shown on the records of the Company. Either Interpublic or the
Executive may, by notice to the other, designate an address other than the
foregoing for the receipt of subsequent notices.
Section 6.7. Amendment. No amendment of this Agreement shall be
effective unless in writing and signed by both the Company and the Executive.
Section 6.8. Waivers. No waiver of any provision of this Agreement
shall be valid unless approved in writing by the party giving such waiver. No
waiver of a breach under any provision of this Agreement shall be deemed to be a
waiver of such provision or any other provision of this Agreement or any
subsequent breach. No failure on the part of either the Company or the Executive
to exercise, and no delay in exercising, any right or remedy conferred by law or
this Agreement shall operate as a waiver of such right or remedy, and no
exercise or waiver, in whole or in part, of any right or remedy conferred by law
or herein shall operate as a waiver of any other right or remedy.
Section 6.9. Severability. If any provision of this Agreement shall be
held invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall not affect any other provision of this Agreement or part
thereof, each of which shall remain in full force and effect.
Section 6.l0. Captions. The captions to the respective articles and
sections of this Agreement are intended for convenience of reference only and
have no substantive significance. Section 6.ll. Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be
an original but all of which together shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By: /s/ C. Kent Kroeber
---------------------------------
C. Kent Kroeber
/s/ Sean F. Orr
---------------------------------
Sean F. Orr