The Interpublic Executive Severance Plan, amended and restated, effective August 16, 2017

1.1.    Establishment and Purpose.

This Executive Severance Plan (the “Plan”) is established to provide severance and other welfare benefits for eligible executives of Interpublic and its Subsidiaries in the event that their employment is terminated either (a) by Interpublic or a Subsidiary for a reason other than Cause or (b) by the executive for Good Reason. The Plan is an unfunded welfare plan maintained primarily for the purpose of providing severance and other welfare benefits to a select group of management and highly compensated employees.

1.2.    Effective Date.

The Plan has been in effect since June 1, 2007. Pursuant to its authority under Section 7.4(a) hereof, the Administrative Committee has determined that it is desirable to adopt a new restatement of the Plan in order to improve the administration of the Plan and make certain clarifications. This restatement is effective August 16, 2017.

2.1.    Definitions.

When their initial letter(s) are capitalized, the following words and phrases have the following meanings unless the context clearly indicates that a different meaning is intended:

has not been cured within 15 days after the Participant receives written notice from his Employer of such breach;

If the Employer or Interpublic or a Subsidiary determines after benefit payments have begun that a Participant’s employment could have been terminated for Cause, the Participant shall be treated as having been terminated for Cause. Consequently, no further payments shall be made under the Plan and the Participant shall repay all amounts previously paid under the Plan.

person, possesses more than 50 percent of the combined voting power of Interpublic's then-outstanding stock;

For the avoidance of doubt, a Participant shall not be treated as having been Dismissed if his employment with Interpublic and its Subsidiaries terminates solely by reason of a sale, spin-off, transfer of business to a client or other third party, or other disposition of his Employer; provided that he (I) continues employment with his Employer or a successor thereto immediately after such sale, spin-off, or other disposition occurs, or (II) is offered continued employment with his Employer or a successor thereto, under terms that are materially comparable in the aggregate to the terms in effect immediately before such sale, spin-off, or other disposition.

unable to perform the duties of his position of employment or any substantially similar position of employment, the preceding sentence shall be deemed to refer to a 29-month period rather than to a six-month period. For the avoidance of doubt, a leave of absence shall be treated as bona fide only if there is a reasonable expectation that the Participant will return from such leave; and

2.2.    Rules of Construction.

For purposes of the Plan, unless the contrary is clearly indicated by the context:

3.1.    Commencing Participation.

An Eligible Executive shall become a Participant in the Plan as of the later of (a) the date he becomes an Eligible Executive or (b) June 1, 2007.

3.2.    Ending Participation.

An individual who becomes a Participant shall remain a Participant until the date the last required installment of his Salary Continuation Benefit (if any) and any payment required by Section 4.2 is paid. If a Participant ceases to be an Eligible Employee under circumstances that do not trigger a right to benefits under the Plan, he shall cease to be a Participant when he ceases to be an Eligible Employee.

4.1.    Salary Continuation Benefit.

would have been paid to the Participant before the date the first installment is actually paid if the first installment had been paid on the Commencement Date, without interest. Each subsequent payment shall be made in accordance with Interpublic’s standard semi-monthly payroll schedule.

4.2.    Cash in Lieu of Continuing Medical, Dental, and Vision Benefits.

If a Participant is Dismissed, separates from service, and timely executes and submits to Interpublic the agreement required by Article 5, Interpublic shall make cash payments to the Participant in lieu of continuing medical, dental, and vision benefits, in accordance with the following provisions:

4.3.    Delay of Payment to Specified Employees.

Interest shall not be added to any payment that is delayed by reason of the application of this Section 4.3.

4.4.    Non-duplication, Coordination, and Right to Change Benefit Plans

dental, or vision benefit premiums (including COBRA premiums) that the Participant is entitled to receive for such quarter (determined without regard to any delay in payment) pursuant to any Other Arrangement.

4.5.    Forfeiture of Certain Parachute Payments.

5.1.    Benefits Contingent on Executing and Honoring Agreement.

A Participant shall not be entitled to any benefits under this Plan unless he executes and does not subsequently revoke or materially breach an agreement that is comparable to the model agreement set forth in Exhibit A to the Plan. Except to the extent that Interpublic and the Participant may agree to modifications, such agreement shall:

For purposes of this subsection (c), “Client” includes any person (including a company or other entity) that, as of the Participant’s Termination Date or at any time during the two-year period ending on the Participant’s Termination Date, is or was (I) a client of the Participant’s Employer, or (II) a prospective client (A) with whom the Participant had direct contact and (B) for which the Participant materially participated in the Employer’s marketing efforts within two years prior to the Termination Date.

5.2.    Time Limit for Executing Agreement.

6.1.    No Right to Assets.

Participation in the Plan does not create any right or lien in favor of any Participant in or against any asset of Interpublic or any Subsidiary. Nothing contained in the Plan, and no action taken under its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between (a) Interpublic or any Subsidiary and (b) a Participant or any other person. The provision for benefits pursuant to this Plan shall at all times remain unfunded as to each Participant, and the rights of each Participant and any beneficiary under the Plan shall be limited to those of a general and unsecured creditor of Interpublic and its Subsidiaries.

6.2.    No Right to Transfer Interest.

Except to the extent necessary to fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code), rights to benefits payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, hypothecation, encumbrance, charge, execution, attachment, levy, or similar process.

6.3.    No Employment Rights.

No provisions of the Plan and no action taken by (a) Interpublic, any Employer or Subsidiary, the Board of Directors (including any committee thereof), the Administrative Committee, or (b) any agent or designee of Interpublic, a Subsidiary, the Board of Directors, or the Administrative Committee shall give any person any right to be retained in the employ of Interpublic or any Subsidiary. The Employer, Interpublic, and its Subsidiaries specifically reserve the right and power to dismiss or discharge any Participant at any time and for any reason, to the full extent permitted by applicable law.

6.4.    Withholding and Tax Liabilities.

All payments and other compensation under the Plan shall be subject to withholding of income and employment taxes and other amounts (including any offset to which Interpublic or a Subsidiary has a right) that Interpublic or its designee reasonably determines to be required to be withheld, whether with respect to payments or other compensation pursuant to the Plan or other payments or compensation from Interpublic or a Subsidiary. In addition, each Participant shall be solely responsible for paying all required taxes (including any excise taxes) on all payments and other compensation (including imputed compensation) and benefits provided under the Plan, regardless of whether taxes are withheld or the amount withheld. No provision of the Plan shall be construed (a) to limit the Participant’s responsibility under this Section 6.4 or (b) to transfer to or impose on Interpublic or any Subsidiary any liability relating to taxes (including excise taxes) on compensation (including imputed compensation) or other income under this Plan.

7.1.    Plan Administrator.

The Plan shall be administered by the Administrative Committee.

7.2.    Powers of the Administrator and Review of Determinations.

7.3.    Section 409A of the Code

7.4.    Amendment, Suspension, and Termination.

unless such Participant expressly consents in writing to such amendment, suspension, or termination.

8.1.    Application of Claims and Appeals Procedures.

8.2.    Initial Claims.

8.3.    Appeals.

without regard to whether such information was considered in the initial benefit determination.

8.4.    Other Rules and Rights Regarding Claims and Appeals.

8.5.    Interpretation.

The provisions of this Article 8 are intended to comply with section 503 of ERISA and shall be administered and interpreted in a manner consistent with such intent.

9.1.    Payments to be Made in Cash.

Except to the extent expressly provided otherwise, all payments required by this Agreement shall be made in cash.

9.2.    Obligation to Make Payments.

Interpublic may satisfy any provision of the Plan that obligates Interpublic to make a payment or to provide a benefit by causing another party, such as a Subsidiary, to make the payment or to provide the benefit.

9.3.    Authority to Determine Payment Date.

To the extent that any payment under the Plan may be made within a specified number of days on or after any date or the occurrence of any event, the date of payment shall be determined by Interpublic in its sole discretion, and not by any Participant, beneficiary, or other individual.

9.4.    Successors to Employer or the Company.

9.5.    Mitigation Not Required.

The Participant shall not be required to mitigate amounts payable under the Plan by seeking other employment or otherwise. Except to the extent otherwise expressly provided by the terms of the Plan, the acceptance of any such other employment shall not diminish or impair the amounts payable to any Participant under the Plan.

9.6.    Incapacity.

If the Administrative Committee determines that any person entitled to benefits under the Plan is unable to care for his affairs because of illness or accident, any payment due (unless a duly qualified guardian or other legal representative has been appointed) may be made for the benefit of such person to his spouse, parent, brother, sister, or other party deemed by the Administrative Committee to have incurred expenses for such person.

9.7.    Power to Delegate Authority.

The Board of Directors may, in its sole discretion, delegate to any person or persons all or part of its authority and responsibility under the Plan, including the authority to amend the Plan.

9.8.    Overpayments.

To the extent permitted under section 409A of the Code, if any overpayment of benefits is inadvertently made under the Plan, the amount of such overpayment may be set off against further amounts payable to or on account of the Participant or other person who received the overpayment until the overpayment has been recovered. The foregoing remedy is not intended to be exclusive.

9.9.    Headings.

The headings used in this document are for convenience of reference only and shall not be given any weight in interpreting any provision of the Plan.

9.10.    Severability.

If any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity of that provision shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included in the Plan.

9.11.    Governing Law.

The Plan shall be construed, administered, and regulated in accordance with the provisions of federal law, and, to the extent not preempted thereby, in accordance with the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

9.12.    Complete Statement of Plan.

This Plan contains a complete statement of its terms and supersedes all prior statements of the Plan’s terms. No other evidence, whether written or oral, shall be taken into account in interpreting the provisions of the Plan. In the event of any conflict between a provision in this Plan document and any booklet, brochure, presentation, or other communication (whether written or oral), the provision of this Plan document shall control.

The Interpublic Group of Companies, Inc.

Management Human Resources Committee

By    /s/ Andrew Bonzani

______________________________________

Its    Senior VP, General Counsel & Secretary

______________________________________

Date     August 16, 2017

______________________________________

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE between _______________ [insert name of Company] (“Employer”) and ______________ [insert Employee’s Name] (“Employee”). In consideration of the mutual covenants herein contained, the parties agree as follows:

1.    Termination of Employment. Employee has been terminated from any and all positions that he/she holds at Employer or any subsidiary thereof effective _______________[insert last day of employment] (“Effective Date”).

2.    Severance Payments and Benefits. Subject to Employee’s execution and non-revocation of, and compliance with this Agreement and Release, Employer shall pay to Employee the payments and benefits to which he is entitled under the Interpublic Executive Severance Plan (which is incorporated herein by reference). The payments referenced herein are in full satisfaction of any and all claims Employee may have against Employer, and exceed in value any payments to which Employee may otherwise be entitled.

3.    Release of Claims. By signing this Agreement and Release, Employee, on behalf of him/herself and his/her current, former, and future heirs, executors, administrators, attorneys, agents and assigns, hereby fully and without limitation releases, covenants not to sue, and forever discharges Employer, The Interpublic Group of Companies, Inc. (“Interpublic”), and their respective parents, subsidiaries, and affiliates, officers, directors, employees, shareholders, members, agents, attorneys, trustees, fiduciaries, representatives, benefit plans and plan administrators, successors and/or assigns, and all persons or entities acting by, through, under, or in concert with any or all of them (collectively, the “Releasees”) from all rights, claims, actions and causes of action, whether in law or equity, suits, damages, losses, attorneys’ fees, costs, and expenses, of whatever nature whatsoever that Employee now has or has ever had, whether known or unknown or based on facts now known or unknown, fixed or contingent, suspected or unsuspected, against the Releasees, occurring from the beginning of time up to and including the date that Employee executes this Agreement and Release that arise out of, or are in any way related to Employee’s employment by Employer or the termination of Employee’s employment with Employer.

Without limiting the foregoing, Employee understands and agrees that the foregoing release provisions include, without limitation:

a.    any claims for wrongful termination, defamation, invasion of privacy, intentional infliction of emotional distress, or any other common law claims;

b.    any claims for the breach of any written, implied or oral contract between Employee and Employer, including but not limited to any contract of employment;

c.    any claims of discrimination, harassment or retaliation based on such things as age, national origin, ancestry, race, religion, sex, sexual orientation, or physical or mental disability or medical condition;

d.    any claims for payments of any nature, including but not limited to wages, overtime pay, vacation pay, severance pay, commissions, bonuses and benefits or the monetary equivalent of benefits, but not including any claims for unemployment or workers’ compensation benefits, or for the consideration being provided to Employee pursuant to Paragraph 2 of this Agreement and Release; and

e.    all claims that Employee has or that may arise under the common law and all federal, state and local statutes, ordinances, rules, regulations and orders, including but not limited to any claim or cause of action based on the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Civil Rights Acts of 1866, 1871 and 1991, the Rehabilitation Act of 1973, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, Executive Order 11246, and any state laws governing employee rights, [if Employer is located in California: including, but not limited to, the California Labor Code, Section 1542 of the Civil Code of California] as each of them has been or may be amended.

This Agreement and Release shall be binding upon and inure to the benefit of Employee and the Releasees and any other individual or entity who may claim any interest in the matter through Employee. Employee also acknowledges that he/she has not assigned any of his/her rights to make the aforementioned claims or demands. Employee also acknowledges and represents that he/she has not filed nor will he/she file any lawsuits based on claims or demands that he/she has released herein.

4.    Attorney Review. Employee is hereby advised that he/she should consult with an attorney prior to executing this Agreement and Release.

5.    [This paragraph need not be included or may provide for a shorter time period if Employee is under age 40 when his employment terminates.] Review Period. Employee is also advised that he/she has twenty-one (21) [if Employee’s termination is part of a termination affecting more than one person: “forty-five (45)”] days from the date this Agreement and

Release is delivered to him/her within which to consider whether he/she will sign it, and to the extent he/she executes it before expiration of the review period, he/she has done so knowingly and voluntarily.

6.    [Except in Minnesota, this paragraph need not be included if Employee is under age 40 when his employment terminates.] Revocation Period. If Employee signs this Agreement and Release, he/she acknowledges that he/she understands that he/she may revoke this Agreement and Release within seven (7) [if Employer is in Minnesota: “fifteen (15)”] days after he/she has signed it by notifying Employer in writing that he/she has revoked this Agreement and Release. Such notice shall be addressed to ___________________ [insert name and address of person to whom revocation should be sent]. This Agreement and Release shall not be effective or enforceable in accordance with its terms until the 7-day [15-day in Minnesota] revocation period has expired.

7.    Employment with Another IPG Agency. In the event Employee accepts employment (including work as a temporary employee, freelancer, consultant, or independent contractor) with any company owned or controlled by Interpublic during the period in which payments are being made pursuant to this Agreement and Release, all such payments shall cease upon commencement of such employment. Furthermore, if Employee has received a lump sum payment representing severance and commences employment with another company owned or controlled by Interpublic, Employee agrees to reimburse Employer for any portion of the severance payment that compensates Employee for the subsequent employment period. If, however, Employee’s new salary is lower than the salary upon which the severance payments are based, Employee will continue to receive as severance, or will not be obligated to repay, the difference in salary for the period of overlap.

8.    Intellectual Property Rights. Employee acknowledges and agrees that all concepts, writings and proposals submitted to and accepted by Employer (“Intellectual Property”) which relate to the business of Employer and which have been conceived or made by him/her during the period of his employment, either alone or with others are the sole and exclusive property of Employer or its clients. As of the date hereof, Employee hereby assigns in favor of Employer all the Intellectual Property covered by this paragraph. On or subsequent to the date hereof, Employee shall execute any and all other papers and lawful documents required or necessary to vest sole rights, title and interest in the Employer or its nominee of the Intellectual Property.

9.    Non-Admission. This Agreement and Release shall not in any way be construed as an admission by Employer of any liability for any reason, including, without limitation, based on any claim that Employer has committed any wrongful or discriminatory act.

10.    Non-Disparagement. Employee agrees that he/she will not say, write or cause to be said or written, any statement that may be considered defamatory, derogatory or disparaging of any of the Releasees.

11.    Confidentiality/Company Property. Employee acknowledges that he/she has had access to confidential, proprietary business information of Employer as a result of employment, and Employee hereby agrees not to use such information personally or for the benefit of others. Employee also agrees not to disclose to anyone any confidential information at any time in the future so long as it remains confidential. Employee further agrees to keep the terms and the existence of this Agreement and Release confidential and not to discuss it with anyone other

than his/her attorney, tax advisor, spouse, or as may be required by law. Employee represents that he/she has returned all Employer property in his/her possession. In the event that Employer determines that Employee owes any money to Employer, Employer will provide notice thereof to Employee and Employee hereby authorizes Employer to deduct such amounts from any further payments to Employee. Employee also acknowledges and reaffirms his/her continuing obligations to Employer pursuant to any confidentiality, non-compete and/or non-solicitation agreements signed by Employee.

12.    Cooperation. Employee agrees to make him/herself available to cooperate fully with Employer, its parents and affiliates and their legal counsel in any pending or future legal proceedings or investigatory matters involving issues in which Employee was involved during his/her employment with Employer.

13.    Non-Solicitation. For a period that begins on the Effective Date and ends on the later of (x) the date the last payment required by Paragraph 2 is due or (y) the first anniversary of the Effective Date, regardless of the reason therefor, in consideration of the payments in Paragraph 2 hereof, Employee shall not (a) directly or indirectly solicit on Employee’s own behalf or on behalf of any other person, firm, or entity, services similar to those Employee provided while employed by Employer from or for any person or entity which is a client of Employer, that was a client of Employer in the two (2) years prior to Employee’s Termination Date, or that was a prospective client of Employer with whom Employee had contact, and for which Employee materially participated in Employer’s marketing efforts to such prospective client, within two (2) years prior to Employee’s Termination Date (collectively, “Client”) or induce any such Client to cease to engage the services of Employer or to use the services of any entity or person that competes directly with a material business of Employer, where the identity of such Client, or the Client’s need, desire, or receptiveness to services offered by the Employer is known by Employee as part of his/her employment with Employer; (b) perform any services relating to advertising, marketing, research, public relations, or related services for any such Client; (c) directly or indirectly solicit any employee who was employed by Employer within one (1) year of Employee’s Termination Date to leave such employ to enter the employ of Employee or of any person, firm, or other entity with which Employee is then associated, or induce or encourage any such employee to leave the employment of Employer or to join any other company, or hire any such employee, or otherwise interfere with the relationship between the Employer and any of its employees; or (d) engage in any conduct that in any way interferes with the relationship between Employer and any of its employees or clients. Employee acknowledges that the above restrictions are reasonable and necessary to protect Employer’s legitimate business interest.

14.    Non-Competition. If Employee commences any form of employment or partnership (including as an advisor, consultant or otherwise) with any business that is in competition with the business of Employer, he shall immediately forfeit his right to all future severance payments and benefits otherwise required by Paragraph 2.

15.    Prohibited Activity. For a period that begins on the Effective Date and ends on the later of (x) the date the last payment required by Paragraph 2 is due or (y) the first anniversary of the Effective Date, Employee shall not engage in a Prohibited Activity. A “Prohibited Activity” includes: (i) any activity that would give rise to termination for Cause (as defined in the plan document for the Interpublic Executive Severance Plan); (ii) a material violation of any rule, policy or procedure of Interpublic (or any Affiliate where the Participant is employed), including but not limited to the Code of Conduct of Interpublic (and any such

Affiliate); or (iii) any other conduct or act that the Administrative Committee (as defined in the plan document for the Interpublic Executive Severance Plan) or the Compensation and Leadership Talent Committee of Interpublic’s Board of Directors determines is injurious, detrimental or prejudicial to any interest of Interpublic. If the Participant breaches any provision of this paragraph, Employee shall forfeit any unpaid amounts required by Paragraph 2.

16.    Entire Agreement; No Other Promises. Except as to any confidentiality, non-compete and/or non-solicitation agreements signed by Employee upon or during his/her employment with Employer, Employee hereby acknowledges and represents that this Agreement and Release contains the entire agreement between Employee and Employer, and it supersedes any and all previous agreements concerning the subject matter hereof. Employee further acknowledges and represents that neither Employer nor any of its agents, representatives or employees have made any promise, representation or warranty whatsoever, express, implied or statutory, not contained herein, concerning the subject matter hereof, to induce Employee to execute this Agreement and Release, and Employee acknowledges that he/she has not executed this Agreement and Release in reliance on any such promise, representation or warranty.

17.    Equitable Relief and Other Remedies. Employee acknowledges that a remedy at law for any breach or attempted breach of this Agreement and Release will be inadequate, and agrees that, in addition to money damages, Employer shall be entitled to specific performance and injunctive and other equitable relief in the case of any such breach or attempted breach. It is also agreed that, in addition to any other remedies, in the event of a breach of this Agreement and Release by Employee, Employer may withhold, discontinue, and retain all or any portion of the severance payments.

18.    Severability. If any term or condition of this Agreement and Release shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, this Agreement and Release shall be construed without such term or condition. If at the time of enforcement of any provision of this Agreement and Release, a court shall hold that the duration, scope or area restriction of any provision hereof is unreasonable under circumstances now or then existing, the parties hereto agree that the maximum duration, scope or area reasonable under the circumstances shall be substituted by the court for the stated duration, scope or area.

19.    Choice of Law and Forum. This Agreement and Release shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, without regard to its choice of law provisions. Any dispute under this Agreement and Release shall be adjudicated by a court of competent jurisdiction in the city of _______________ [insert name of city in which Employer is located].

    

___________________________________________________

Dated: ____________________________

___________________________________________________

By: _______________________________

[Name and Title]

Dated: ___________________________