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Exhibit
10(iii)(A)(1)
The Interpublic Senior
Executive Retirement Income Plan
Participation
Agreement
WHEREAS, Michael Roth (the
“Participant”) is a senior executive of The Interpublic
Group of Companies, Inc. (“Interpublic”) and its
subsidiaries, and has been approved by the Compensation Committee
of Interpublic’s Board of Directors to participate in The
Interpublic Senior Executive Retirement Income Plan
(“SERIP”);
WHEREAS, the Participant has
received and reviewed the pamphlet entitled “The Interpublic
Senior Executive Retirement Income Plan,” as amended and
restated effective January 1, 2007, which sets forth the basic
terms and conditions of SERIP (such pamphlet, as may be amended
from time to time, being referred to herein as the “Plan
Document”); and
WHEREAS, the Plan Document
provides that certain details with regard to the
Participant’s benefit and other rights and responsibilities
under SERIP are to be set forth in the Participant’s
Participation Agreement;
NOW, THEREFORE, the
undersigned Participant agrees to be bound by the terms of the Plan
Document, which terms are incorporated herein by reference, and
modified and expanded as follows:
| 1. |
Effective Date . This Participation Agreement shall be
effective as of the following date: |
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Because the
Participant has not participated in any Executive Defined Benefit
Arrangement (as defined in the Plan Document), if he executes and
returns this Participation Agreement to Interpublic’s Human
Resources Department no later than April 26, 2008, this
Participation Agreement shall be effective on the first day of the
first calendar month that starts after he returns the executed
Participation Agreement to Interpublic’s Human Resources
Department.
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| 2. |
Benefit and Vesting . The Participant’s benefit
under SERIP is $110,000 per year, if paid in monthly installments
for 15 years starting on or after the Participant’s
termination of employment and after the benefit has become fully
vested. Subject to paragraph 3, below, and the provisions of the
Plan Document that are triggered by a Change of Control (as defined
in the Plan Document), this benefit is scheduled to become fully
vested on the following date (assuming the Participant continues in
the employment of Interpublic and its subsidiaries until such
date): |
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If the Participant returns an
executed copy of this Participation Agreement to
Interpublic’s Human Resources Department by April 26,
2008, the Participant is scheduled to be Ninety Percent
(90%) vested in the SERIP benefit on his 64 th birthday, and is scheduled to be fully
vested in his SERIP benefit on his 65 th birthday. The vesting schedule set forth
herein is in lieu of the vesting schedule set forth in the Plan
Document.
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| 3. |
Non-Competition and Non-Solicitation . For a period of
two (2) years following the termination of the
Participant’s employment for any reason, the Participant
shall not: (a) accept employment with or serve as a
consultant, advisor or in any other capacity to an employer that is
in competition with the business unit or units of Interpublic by
which the Participant is employed (the “Business
Unit”); (b) directly or indirectly, e
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