Exhibit 10(iii)(A)(2)
Amendment to Executive Special
Benefit Agreements
WHEREAS, John J. Dooner (“
Executive ”) and The Interpublic Group of Companies,
Inc. (“ Interpublic ”) are parties to Executive
Special Benefit Agreements dated as of July 1, 1986 (and
amended as of May 23, 1990 and November 7,
2002), July 1 1992 (and amended as of November 7,
2002), June 1, 1994 (and amended as of November 7,
2002), March 1, 1997, and May 20, 2002 (each an
“ ESBA ,” and collectively the “
ESBAs ”); and
WHEREAS, the ESBAs provide for
payments that are or might be treated as deferred compensation
under Section 409A of the Internal Revenue Code of 1986, as
amended (the “ Code ”);
WHEREAS, Executive and Interpublic
wish to avoid causing any ESBA or any payment made thereunder to
violate any applicable requirement of 409A of the Code;
NOW, THEREFORE, the ESBAs are hereby
amended and clarified, effective January 1, 2008, as
follows:
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1.
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Incorporation by Reference
. All provisions of the ESBAs are
hereby incorporated herein by reference and shall remain in full
force and effect except to the extent that (a) such provisions
are expressly modified by the provisions of this Amendment or
(b) paragraph 9, below, requires such provisions to be
modified. When the initial letter or letters of any word or phrase
in this Amendment are capitalized, such word or phrase shall have
the meaning provided in this Amendment, or if not defined therein,
such word or phrase shall have the meaning set forth in the ESBAs,
unless the context clearly indicates that a different meaning is
intended.
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2.
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Definitions. References in the ESBAs (as amended hereby) to
the term “Corporation” shall include Interpublic and
the corporations and the other entities that are required to be
combined with Interpublic as a single employer under
Section 414(b) or (c) of the Code (each such entity being
a “subsidiary”). “Termination of
Employment” means Executive’s “separation from
service” (within the meaning of Section 409A(a)(2)(A)(i)
of the Code) with the Corporation, as determined by Interpublic.
For purposes of the ESBAs: (i) If Executive is on a leave of
absence and does not have a statutory or contractual right to
reemployment, he shall be deemed to have had a Termination of
Employment on the first date that is more than six months after the
commencement of such leave of absence. However, if the leave of
absence is due to any medically determinable physical or mental
impairment that can be expected to last for a continuous period of
six (6) months or more, and such impairment causes Executive
to be unable to perform the duties of his position of employment or
any substantially similar position of
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employment, the
preceding sentence shall be deemed to refer to a twenty-nine
(29) month period rather than to a six (6) month period;
and (ii) a sale of assets by Interpublic or a Subsidiary to an
unrelated buyer that results in Executive working for the buyer or
one of it affiliates shall not, by itself, constitute a Termination
of Employment unless Interpublic, with the buyer’s written
consent, so provides in writing 60 or fewer days before the closing
of such sale.
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3.
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Last Day of
Employment . References
in the ESBAs to Executive’s last day of employment, the date
on which Executive shall cease to be in the employ of the
Corporation, and similar terms relating to the date on which
Executive’s employment with the Corporation terminates shall
mean the date of Executive’s Termination of
Employment.
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4.
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Delay of
Payment to Specified Employee . The provisions of the ESBAs t
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