Exhibit 10(iii)(A)(6)
T
HE
I
NTERPUBLIC
G
ROUP
OF
C
OMPANIES
, I
NC
. 2009 P
ERFORMANCE
I
NCENTIVE
P
LAN
C
OMBINED
R
ESTRICTED
S
TOCK
A
ND
P
ERFORMANCE
C
ASH
A
WARD
A
GREEMENT
THE INTERPUBLIC GROUP OF
COMPANIES, INC., a
Delaware corporation (the “Company”), hereby grants to
the Participant named below shares of the Company’s common
stock (the “Shares”), which are restricted, and a
Performance Cash Award (“Performance Cash Award”) to be
settled in cash and/or Shares (collectively, the “Combined
Award”). The terms and conditions of the Combined Award are
set forth in this Award Agreement (the “Agreement”) and
in The Interpublic Group of Companies, Inc. 2009 Performance
Incentive Plan (the “Plan”), which is attached hereto
as Exhibit A.
R
ESTRICTED
S
TOCK
A
WARD
A
GREEMENT
|
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|
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Date of Award
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Participant’s
Name
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Number of Shares
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Restrictions
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Subject to the
provisions of this Agreement and the Plan, including the
restrictions set forth in Section 6(d) of the Plan, the Participant
shall be the owner of record of the Shares granted under this Award
and shall have all rights of a shareholder of the
Company.
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Lapse of Restrictions
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[Lapse
provisions to be inserted, which may include the lapse of
restrictions upon satisfaction of performance criteria determined
by the Committee. Except as set forth in the Plan, the restrictions
shall not lapse during the first year following the Date of
Grant].
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P
ERFORMANCE
C
ASH
A
WARD
A
GREEMENT
|
|
|
|
|
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Date of Award
|
|
< >
Participant’s Name
< >
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Target Amount to be Paid Upon Vesting
Refer to Award Letter from
Interpublic.
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Performance Period
|
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through
.
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Vesting
Date
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Subject to the provisions of the Plan, the
scheduled vesting date is the
anniversary of the Date of Award, or such later date as specified
in the following paragraph.
Notwithstanding any other provision
of this Agreement, if the audit of the Company’s consolidated
financial statements for the years included in the Performance
Period (the “Audited Financials”) has not been
completed more than fifteen (15) days before the vesting date set
forth above, the vesting date shall be delayed until the earlier of
(i) the thirtieth (30th) day after the completion of the
Audited Financials for the years included in the Performance Period
or (ii) the date the Actual Payment Amount (as defined below)
is paid. Except as otherwise provided in the Plan, any portion of
this Performance Cash Award that is not vested on the date the
Participant ceases to be an employee of the Company and its
Affiliates shall be forfeited.
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Actual Payment
Amount
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The
“Actual Payment Amount” (to the extent vested) shall be
between 0 and 2 times the “Target Amount to be Paid Upon
Vesting,” as determined by the Committee based on the
achievement of the Performance Criteria described in the Award
Letter from Interpublic. [Form of Actual Payment Amount may be made
in cash, Shares, or a combination as prescribed in Section 8(b) of
the Plan].
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Payment
Date
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Subject to the
vesting conditions set forth herein, and the provisions of the
Plan, the Actual Payment Amount shall be paid to the Participant
during the calendar year prescribed by Section 8(b) of the Plan, no
later than March 15th of such calendar year.
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Please review the remaining pages
of this Agreement and the Plan document, and execute the Agreement
where indicated on page 4.
T
HE
I
NTERPUBLIC
G
ROUP
OF
C
OMPANIES
, I
NC
. 2009 P
ERFORMANCE
I
NCENTIVE
P
LAN
C
OMBINED
R
ESTRICTED
S
TOCK
A
ND
P
ERFORMANCE
C
ASH
A
WARD
A
GREEMENT
The following terms and conditions
supplement the terms of the Plan:
