Severance Agreement - Interpublic Group of Companies Inc., Ammirati Puris Lintas and Martin Puris
November 1, 1999
Mr. Martin Puris
Chairman, CEO & Chief Creative Officer
Ammirati Puris Lintas
One Dag Hammarskjold
New York, New York
PERSONAL & CONFIDENTIAL
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REVISED
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Dear Martin:
The purpose of this letter is to detail the various elements regarding
your departure from APL and the Interpublic Board. Based on our recent
conversations and those communicated to us on your behalf by Phil Palazzo, the
material elements of our agreement are as follows:
1. TIMING
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Effective November 1, 1999, you will enter into a 14 month period
(Notice Period) of Notice of Termination of Employment. As discussed,
for the remainder of this year, we request and require that you
actively assist in the transition of the merger of APL with The Lowe
Group. During this time, you will be working with Frank and me to
ensure that the clients and APL personnel have your positive support.
You will immediately resign from the IPG Board and relinquish your
officer positions and become an Employee Consultant effective
immediately. As an Employee Consultant, you will be immediately free to
pursue other non-competitive interactive, Internet, e-Commerce, digital
and similar type activities and ventures, but we do require you to keep
us advised of such activities and ventures if they involve any clients,
or competitors of The Interpublic Group of Companies. During the year
2000, we may require your advice, counsel or participation in various
projects or events. We ask that you be available upon reasonable notice
for such activities for reasonable period(s) of time.
2. NON-SOLICITATION OF CLIENTS AND PERSONNEL
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For the period November 1, 1999 through December 31, 2002, you will not
solicit or service on your 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 for which Interpublic and
any of its divisions and subsidiaries had actively performed services
for compensation during the 180-day period immediately prior to
November 1, 1999 or to whom Interpublic had made a substantive
presentation during such 180-day period.
3. SALARY CONTINUATION
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You will continue through December 31, 2000 to be paid your full salary
and enjoy your current employee medical, life, disability and benefit
plans. Your current auto and club allowances will also continue.
You will be eligible to be considered for a 1999 MICP. At this
particular time, we are not in a position to guarantee a specific
amount.
4. DISPOSITION OF INCENTIVES
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o L.T.P.I.P.
You will be vested under the 1997-2000 L.T.P.I.P. However, as
a result of the merger, we are anticipating concluding early
the 1997-2000 L.T.P.I.P. period at the end of 1999. In doing
so, accrued values of performance units will be paid for the
three years of the period (97-98-99) in March of 2000. Related
stock options made in conjunction with the grant of
performance units will be vested and become exercisable on
January 1, 2001 and up to three years thereafter.
The 1999-2002 L.T.P.I.P. performance period is going to be
restructured into a three year plan for current participants
of APL and Lowe. The reformulated plan will begin in 2000.
Under these circumstances, your 1999-2000 L.T.P.I.P. will be
forfeited.
o Equity
You have two grants of restricted stock which will be disposed
of as follows:
Restricted Stock Grant of 7-30-95 - 105,000 shares.
These shares will be released to you July 30, 2000.
Restricted Stock Grant of 7-28-99 - 70,000 shares.
These shares will be pro-rated from date of grant to
your last day of employment as an Employee Consultant
(12-31-2000) and released to you in January 2001
(estimated number of shares 33,055).
o Stock Options
On July 28, 1999 you were granted 130,000 performance based
stock options. In accordance with the provisions of that
grant, all or part of these options would have been
exercisable to you at the end of a three year period based on
the cumulative compound performance growth of APL for that
period. Since that event will not take place, these shares
will be forfeited.
o Executive Special Benefit Arrangement (E.S.B.A.)
On July 28, 1999 the Compensation Committee approved a
$300,000/per annum payment for 15 years under an existing
E.S.B.A. commencing at age 63. To compensate you for the
hypothetical loss of your performance options and the
unmeasurable 1999-2002 L.T.P.I.P. grant, you may elect to
start the 15 year payment of your E.S.B.A. effective January
1, 2001.
5. CAR AND DRIVER
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You will retain the use of your current car (Chevrolet Suburban) and
driver through December 31, 2000. The Company will also be responsible
during this period for any car related expenses which are currently
paid for by the Company, eg. garage.
Effective January 1, 2001, you will be responsible for the lease on
your other company supported auto which existing lease will be replaced
by a new lease before the end of 1999 for a new Mercedes car.
<PAGE>
6. SECRETARIAL SUPPORT
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Effective immediately through July 30, 2000, the Company will provide
you with your current secretarial support (ie. telephone, messages,
mail, etc). We ask that you work out the logistics of such arrangement
with Mr. Palazzo.
7. CLUB MEMBERSHIP
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As mentioned above, those allowances applicable to current clubs will
remain in effect through the Notice Period.
8. EXPENSES
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During your Notice Period you may incur, on behalf of the Company,
certain business expenses directly related to APL and currently related
to the merger of APL with The Lowe Group. Such expenses should be
submitted to Mr. Geier.
9. LIFETIME MEDICAL INSURANCE
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You will be provided with applicable information on the Retiree Medical
Insurance during the fourth quarter of next year in accordance with
provision (Sec. 5.11) of your employment agreement dated August 31,
1994 as amended and extended through the date of this letter agreement.
Through December 31, 2000, you will however, retain your current
medical Development Council benefits.
10. SPLIT DOLLAR LIFE INSURANCE AND DISABILITY INSURANCE
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We will need to revisit this item since at this time we do not have the
necessary information. We are in the process of obtaining the necessary
information in order to determine the disposition of this benefit.
11. COMPANY OWNED ELECTRONIC EQUIPMENT
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You may have in your possession Company owned computer and video
equipment. You may elect to buy such equipment at its fair market value
at the end of your period of Notice. We ask that you work out any
details regarding such equipment with Vince Lubrano at the appropriate
time.
12. OFFICE FURNITURE
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You may retain all framed photographs, one leather side chair and one
cartridge box side table which are currently in your office without
payment to the Company. Also the Company acknowledges that the wall
clock belongs to you.
It is with a sincere degree of sadness Martin, that I sign this letter.
Personally we will remain friends and professionally I wish you the very best of
success in your new endeavors.
<PAGE>
If this agreement is acceptable to you, please sign the enclosed copy
of this letter and return it to me.
Sincerely,
/s/ Philip H. Geier, Jr.
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Philip H. Geier, Jr.
cc: L. Olsen, Chairman Compensation Committee
C.K. Kroeber
N. Camera
V. Lubrano
Consented and Agreed to:
/s/ Martin Puris
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Martin Puris