Exhibit 10(iii)(A)(9)
THE 2009 NON-MANAGEMENT
DIRECTORS’ STOCK INCENTIVE PLAN
ARTICLE I
INTRODUCTION
1.1. Name of Plan. The name
of the Plan is the “2009 Non-Management Directors’
Stock Incentive Plan.”
1.2. Purpose of Plan. The
Plan is being established to attract, retain and compensate for
service highly qualified individuals to serve as members of the
Board of Directors of the Company, but not current employees of the
Company or any of its Subsidiaries, and to enable them to increase
their ownership in the Company’s Common Stock. The Plan will
be beneficial to the Company and its stockholders since it will
allow these directors to have a greater personal financial stake in
the Company through the ownership of the Company’s Common
Stock, in addition to strengthening their common interest with
stockholders in increasing the value of the Company’s Common
Stock over the longer term.
1.3. Effective Date. The Plan
shall be effective as of the date of the Company’s 2009
Annual Meeting of Stockholders held on May 28, 2009 (the
“Annual Meeting”), if at the Annual Meeting the Plan is
duly approved by stockholders. If the stockholders do not approve
the Plan at the Annual Meeting, the Plan shall be of no force or
effect.
ARTICLE II
DEFINITIONS
When used in capitalized form in the
Plan, the following terms shall have the following meanings, unless
the context clearly indicates otherwise:
Award. “ Award ” means any grant or
award under the Plan of Unrestricted Shares, Restricted Shares,
Options, or Restricted Share Units, as evidenced in an Award
Agreement.
Award Agreement
. “ Award Agreement
” means any written agreement with respect to an Award that
is entered into and delivered to a grantee and any amendment
thereto.
Code. “Code” means the Internal Revenue
Code of 1986, as amended.
Committee.
“Committee” means the
Corporate Governance Committee of the Company.
Common Stock.
“Common Stock” means
shares of the Company’s $.10 par value common
stock.
Company. “Company” means The Interpublic
Group of Companies, Inc.
Disability.
“Disability” means
long-term disability as defined under the terms of the
Company’s applicable long-term disability plans or
policies.
Fair Market Value.
“Fair Market Value”
means the average of the high and low prices at which the Common
Stock of the Company is traded on the date in question, as reported
on the composite tape for New York Stock Exchange
issues.
Option. “Option” means an option to purchase
shares of Common Stock that has the terms and conditions set forth
in Article VI of the Plan.
Non-Management
Directors. “Non-Management Directors” means
members of the Board of Directors of the Company who are not
employees of the Company or any of its Subsidiaries.
Plan. “Plan” means the 2009 Interpublic
Non-Management Directors’ Stock Incentive Plan, as amended
from time to time.
Restricted Share
Units. “Restricted
Share Units” means Awards having the terms and conditions set
forth in Article VIII of the Plan.
Restricted Shares.
“Restricted Shares”
means shares of Common Stock that are subject to the restrictions
and other terms and conditions set forth in Article VII of the
Plan.
Subsidiary.
“Subsidiary” means a
subsidiary of the Company that meets the definition of a
“subsidiary corporation” in Section 424(f) of the
Code.
Unrestricted Shares.
“Unrestricted Shares”
means shares of Common Stock granted pursuant to Section 5.1
of the Plan.
ARTICLE III
ELIGIBILITY
3.1. Condition. An individual
who is a Non-Management Director on or after May 28, 2009,
shall be eligible to participate in the Plan.
ARTICLE IV
SHARES AVAILABLE
4.1. Number of Shares
Available. (a) Subject to Section 4.2, below, an
aggregate of Nine Hundred Thousand (900,000) shares of Common
Stock are reserved for issuance under the Plan pursuant to Awards.
Such shares of Common Stock may be authorized but unissued shares,
treasury shares, or shares purchased on the open market.
(b) The number of Shares covered by
an Award shall count against the limitations, as prescribed by
subsection (a) above, on the number of Shares available for
award under the Plan only to the extent that such Shares are
actually issued.
(c) If an Award (1) terminates,
lapses or is forfeited or canceled, (2) is otherwise settled
without the delivery of the full number of Shares underlying the
Award, (3) is settled in cash in lieu of
2
Shares, or (4) is exchanged
with the Committee’s permission, prior to the issuance of
Shares, for an Award not involving Shares, then the Shares covered
by such Award, or to which such Award relates, to the extent of any
such forfeiture, termination, lapse, cancellation, etc., shall
again be, or shall become, available for issuance under the
Plan.
4.2. Adjustments. The number
of shares of Common Stock of the Company reserved for Awards under
the Plan, the number of shares comprising outstanding Awards under
the Plan, and the exercise price and the number of shares issuable
upon the exercise of any outstanding Options, shall be subject to
proportionate adjustment by the Committee to the extent required to
prevent dilution or enlargement of shares issuable under the Plan
and the rights of the grantee in the event of any stock split,
stock dividend, recapitalization, merger, consolidation,
reorganization, combination, exchange of shares, or other similar
event. All determinations made by the Committee with respect to
adjustment under this Section 4.2 shall be conclusive and
binding for all purposes of the Plan.
4.3. Effect of Stock Splits, etc.
on Restricted Shares. Any shares of Common Stock of the Company
received by a grantee as a stock dividend on Restricted Shares, or
as a result of stock splits, combinations, exchanges of shares,
reorganizations, mergers, consolidations, or other events affecting
Restricted Shares, shall have the same status, be subject to the
same restrictions, and bear the same legend as the shares with
respect to which they were issued.
ARTICLE V
AWARDS
5.1. Unrestricted Shares. The
Committee shall have the authority to grant freely tradeable shares
of Common Stock at any time, and from time to time to any one or
more Non-Management Director in such number and having such terms
and conditions, subject to the terms of the Plan, as the Committee
deems appropriate.
5.2. Restricted Shares.
(a) The Company shall On May 29, 2009, grant to each
person who is serving as a Non-Management Director as of such date,
Restricted Shares having an aggregate Fair Market Value of $80,000
as of the date of grant.
(b) The Committee shall have the
authority to grant Restricted Shares, in addition to the
Rest
