Executive Special Benefit-Income Replacement Agreement - Interpublic Group of Companies Inc. and Thomas J. Volpe
EXECUTIVE SPECIAL BENEFIT-INCOME REPLACEMENT AGREEMENT
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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 THOMAS J. VOLPE (hereinafter referred to as
"Executive").
W I T N E S S E T H:
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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
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Income Replacement Payment
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1.01 Effective January 1, 2001, 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 One Hundred and
Three Thousand Dollars ($103,000) per annum for fifteen (15) years following
Executive's last day of employment, such payments to be made on the 15th of the
month following the month in which Executive retires, and on each anniversary of
such date for each of the fourteen (14) years 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) One Hundred and Three Thousand Dollars ($103,000)
per annum for fifteen (15) years following Executive's death, such payments to
be made on the 15th of the month following the month in which Executive dies,
and on each anniversary of such date for each of the fourteen (14) years
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
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Assignment
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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
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Contractual Nature of Obligation
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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
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General Provisions
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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
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Name: C. KENT KROEBER
Title: Senior Vice President, Human
Resources
/s/ THOMAS J. VOLPE
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THOMAS J. VOLPE