Sample Business Contracts

Severance Agreement - Interpublic Group of Companies Inc., Ammirati Puris Lintas and Martin Puris

Sponsored Links

                                            November 1, 1999

Mr. Martin Puris
Chairman, CEO & Chief Creative Officer
Ammirati Puris Lintas
One Dag Hammarskjold
New York, New York

                             PERSONAL & CONFIDENTIAL

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

         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.


         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.

         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


         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

         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.


         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.


         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.


         As mentioned above,  those allowances  applicable to current clubs will
         remain in effect through the Notice Period.

8.       EXPENSES

         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.


         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.


         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.


         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


         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.

         If this  agreement is acceptable to you,  please sign the enclosed copy
of this letter and return it to me.


                                            /s/ Philip H. Geier, Jr.
                                               Philip H. Geier, Jr.

cc:      L. Olsen, Chairman Compensation Committee
         C.K. Kroeber
         N. Camera
         V. Lubrano

Consented and Agreed to:

/s/ Martin Puris
  Martin Puris