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Exhibit 10(iii)(A)(5)
T
HE
I
NTERPUBLIC
G
ROUP
OF
C
OMPANIES
, I
NC
. 2009 P
ERFORMANCE
I
NCENTIVE
P
LAN
P
ERFORMANCE
U
NIT
A
WARD
A
GREEMENT
THE INTERPUBLIC GROUP OF
COMPANIES, INC., a
Delaware corporation (the “Company”), hereby grants to
the Participant named below a Performance Unit Award (the
“Award”) to be settled in cash and/or shares based on
the value of the corresponding number of shares of the
Company’s common stock (the “Shares”). The terms
and conditions of this 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.
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Date of Award
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< >
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Participant’s
Name < >
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Target Number of Shares to be
Awarded Upon Vesting
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< >
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End of Performance
Period
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.
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Vesting
Date
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Subject to the terms of the Planthe vesting date
is the
anniversary of the date of grant, or such later date as specified
in the following paragraph.
Notwithstanding anything herein to
the contrary, if the audit to 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 prior to the date specified
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 Shares Awarded (as defined below)
are delivered. Except as otherwise provided in the Plan, any
portion of this 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 Shares
Award
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The
“Actual Shares Awarded” (to the extent vested) shall be
between 0 and 2 times the “Target Number of Shares to be
Awarded Upon Vesting,” as determined by the Committee based
on the achievement of the Performance Criteria described
in
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