Executive Special Benefit Agreement - Interpublic Group of Companies Inc. and Thomas J. Volpe
EXECUTIVE SPECIAL BENEFIT AGREEMENT
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AGREEMENT made as of March 21, 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 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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Death and Special Retirement Benefits
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1.01 The Corporation shall provide Executive with the following
benefits contingent upon Executive's compliance with all the terms and
conditions of this Agreement.
1.02 If, during a period of employment by the Corporation which is
continuous from the date of this Agreement, Executive shall die while in the
employ of the Corporation, the Corporation shall pay to such beneficiary or
beneficiaries as Executive shall have designated pursuant to Section 1.04 (or in
the absence of such designation, shall pay to the Executor of the Will or the
Administrator of the Estate of Executive) survivor income payments of One
Hundred Forty Seven Thousand Dollars ($147,000) 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.
1.03 Upon Executive's retirement from the employ of the Corporation
the Corporation shall pay to Executive special retirement benefits at the rate
of One Hundred Forty Seven Thousand Dollars ($147,000) 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.
1.04 For purposes of Sections 1.02 and 1.03, 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.
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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, nor may this Agreement be amended to increase the amount of any benefits
that are payable pursuant to this Agreement or to accelerate the payment of any
such benefits.
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. Executive's rights with respect to any benefit to
which Executive has become entitled under this Agreement, but which Executive
has not yet received, shall be solely the rights of a general unsecured creditor
of the Corporation.
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.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
By /s/ C. KENT KROEBER
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C. KENT KROEBER
/s/ THOMAS J. VOLPE
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THOMAS J. VOLPE