Interpublic Capital Accumulation Plan (Amended and Restated Effective January 1, 2007)
This agreement outlines the terms of the Interpublic Capital Accumulation Plan, an unfunded deferred compensation plan for select senior management employees of Interpublic and its subsidiaries. Eligible executives, approved by the MHRC, receive annual account credits and interest, with vesting after three years of participation. Benefits are paid after employment ends, subject to specific rules for age, years of service, disability, death, or change of control. The plan is not backed by dedicated assets, and participants are general unsecured creditors. Participation and benefits are governed by individual Participation Agreements.

Effective January 1, 2007
Introduction and Plan Highlights | 1 | |||
Eligibility and Effective Date of Participation Agreement | 2 | |||
Your Benefit | 3 | |||
Benefit Increases | 4 | |||
Vesting | 4 | |||
General Rule | 4 | |||
Forfeiture | 5 | |||
Payments Under the Plan | 5 | |||
When Payments Start | 5 | |||
Form of Payment | 6 | |||
Disability | 7 | |||
Death Benefits | 8 | |||
Amount, Form, and Time of Death Benefit | 8 | |||
Designating Your Beneficiary | 8 | |||
Change of Control | 9 | |||
Special Vesting, Accrual, and Payment Rules | 9 | |||
Deferred Compensation Trust | 9 | |||
Reduction of Benefits After a Change of Control | 10 | |||
Miscellaneous | 10 | |||
Plan Administration and Review of Decisions | 10 | |||
Participation Agreement, Amendment, and Termination | 11 | |||
Successors to Interpublic | 12 | |||
Coordination with Other Benefits | 12 | |||
Nature of Your Account Balance and Plan Assets | 12 | |||
Assignment and Alienation | 12 | |||
Withholding and Other Tax Consequences | 12 | |||
Authority to Determine Payment Date | 13 | |||
Compliance with Tax Code § 409A | 13 | |||
Mailing Address | 13 | |||
Overpayments | 13 | |||
Incapacity and Minor Status | 13 | |||
Continued Employment | 14 | |||
Liability Limited | 14 | |||
Titles and Headings Not to Control | 14 | |||
Severability | 14 | |||
Variations in Plan Terms | 14 | |||
Complete Statement of the Plan | 14 | |||
Claims and Appeals | 15 |
Initial Claims | 15 | |||
Appeals | 16 | |||
Other Rules and Rights Regarding Claims and Appeals | 17 | |||
Glossary of Key Terms | 18 |
| Eligibility to participate in the Plan must be approved by the MHRC. (See Eligibility and Effective Date of Participation Agreement.) | ||
| Your benefit under the Plan is expressed as an account balance the total of all of the dollar amounts that have been entered in a bookkeeping account maintained for you under the Plan reduced by any previous distributions to you under the Plan and also reduced by any amounts that you have forfeited under the Plan. | ||
| Each year, as long as your Participation Agreement remains in effect, a dollar credit will be added to your account. The amount of the dollar credit is set forth in your Participation Agreement. In general, the dollar credit amount will be added to your account for a year only if you are an active employee of Interpublic or a Subsidiary on December 31st of that year. However, special rules apply if your employment is terminated involuntarily without Cause or you resign for Good Reason. In addition, interest will be added to your account each December 31st. (See Your Benefit.) | ||
| You may forfeit (or lose) your account balance under the Plan before you become vested. Subject to special rules that apply after a Change of Control, you vest in your account balance after you have participated in the Plan for three years. However, even after you vest, you will forfeit the interest that has been added to your account if you violate the non-competition or non-solicitation provisions of your Participation Agreement. (See Vesting.) | ||
| In general, Interpublic will begin to pay your vested benefit under the Plan during the first month that starts on or after the second anniversary of your Termination of |
Employment. (See When Payments Start.) However, special rules apply (a) if you die before payments start and (b) in the event of a Change of Control. (See Death Benefits and Change of Control.) |
| If your employment terminates after you reach age 55 and complete at least five years of participation in the Plan, your vested benefit under the Plan will be paid in a lump sum or in monthly installments over 10 or 15 years, as specified in your Participation Agreement. However, if your employment terminates before you reach age 55 or before you complete five years of participation in the Plan, your vested benefit will automatically be paid in a lump sum. (See Form of Payment.) Also, special rules apply after a Change of Control. (See Change of Control.) | ||
| The Plan is not funded. This means that the promise to pay benefits under the Plan is not backed up by a trust fund or by any other dedicated assets and that, as a Plan participant, you are a general unsecured creditor of Interpublic. Although special rules apply in the event of a Change of Control, those rules do not change your status as a general unsecured creditor. (See Change of Control and Nature of Your Account Balance and Plan Assets.) | ||
| Your benefits under the Plan are in addition to, and independent of, any benefits to which you may be entitled under other benefit plans sponsored by Interpublic. |
Participation Agreement
| If you have not participated in the Plan or any other Account Balance Plan: |
Ø | If you return your signed Participation Agreement to Interpublic within 30 days after your participation in the Plan is approved by the MHRC, your participation will be effective as of the first day of the first month that starts after you return your signed Participation Agreement. | ||
Ø | If you return your signed Participation Agreement to Interpublic more than 30 days after your participation in the Plan is approved by the MHRC, your participation will be effective as of January 1st of the first calendar year that starts after you return your signed Participation Agreement. |
| If you have participated in the Plan or any other Account Balance Plan, your Participation Agreement (or any amendment to your Participation Agreement) will be effective as of January 1st of the first calendar year that starts after you return your signed Participation |
Agreement (or amendment) to Interpublic. For example, if you have participated in the Plan since 2005, you are informed on August 15, 2008, that you are eligible for an increase in the amount of the dollar credit that is added to your account each year, and you sign and return an amended Participation Agreement on August 27, 2008, the amended Participation Agreement will be effective January 1, 2009, and the first year to which the new dollar credit amount applies will be 2009. |
| On December 31st of each year (starting with the year in which your Participation Agreement becomes effective), if you are actively employed by Interpublic or a Subsidiary, the amount of the annual dollar credit set forth in your Participation Agreement will be added to your account. If your Participation Agreement becomes effective on a date other than January 1st, the dollar credit amount for your first year of participation will be pro-rated. The applicable dollar credit for a year will be added to your account only if you are an active employee of Interpublic or a Subsidiary on December 31st of that year. | ||
| In addition, if (a) your employment with Interpublic and its Subsidiaries is terminated involuntarily without Cause or (b) you resign from employment with Interpublic and its Subsidiaries for Good Reason, the following amount will be added to your account as of December 31st of the year in which your Termination of Employment occurs: |
Ø | The sum of the dollar credits that would have been added to your account on each December 31st after your Termination of Employment if you had continued working for Interpublic through your Severance Completion Date. (Unless your Severance Completion Date occurs on December 31st, you will not receive a dollar credit for the year in which your Severance Completion Date occurs.) |
| Effective for calendar years after 2005, the interest rate is the 10-year U.S. Treasury yield curve annual rate (also known as the constant maturity rate) as of the last business day of the immediately preceding calendar year, as published by the U.S. Department of Treasurys Office of Debt Management. | ||
| For calendar years before 2006, the interest rate was set annually by the MHRC. |
| On December 31, 2008, $12,500 (1/2 of $25,000, because you participated in the Plan for only 1/2 of the year) would be added to your account. Your account balance as of January 1, 2009 would be $12,500. |
| On December 31, 2009, your account would be credited with $625 (5% of $12,500) in interest, and a dollar credit of $25,000 would be added to your account. Your account balance as of January 1, 2010 would be $38,125 ($12,500 + $625 + $25,000). |
| If your Participation Agreement remains in effect and is not amended, annual dollar credits and interest will be added to your account each December 31st if you are still an active employee on that December 31st. After you terminate employment, your account will be credited with interest on each December 31st until your vested account balance is paid in full. (As explained above, your account will not be credited with interest for the year in which the last payment is made, unless the last payment is made on December 31st.) |
| If (a) your employment with Interpublic and its Subsidiaries is terminated involuntarily without Cause or (b) you resign from employment with Interpublic and its Subsidiaries for Good Reason, you will receive service credit as if you had participated in the Plan through your Severance Completion Date. |
| Participation in any predecessor plan, including an ESBA, will not count toward the three years of participation required for vesting. | ||
| Special rules apply after a Change of Control. (See Change of Control, below.) |
| Your Severance Completion Date would be on or about June 15, 2016. Accordingly, as of December 31, 2015, $25,000 (the dollar amount that would have been added to your account on December 31, 2015, if you had continued working through your Severance Completion Date) will be added to your account. |
| On December 31, 2015, your account (excluding the $25,000 added on December 31, 2015) would be credited with interest in an amount equal to 5% of your account balance as of December 31, 2015. |
| On December 31, 2016, your account would be credited with interest in an amount equal to 5% of your account balance as of December 31, 2016. |
| In July 2017, Interpublic would make the first payment. If your benefit is paid in a lump sum, the amount paid to you would be your vested account balance as of December 31, 2016. You would not receive interest for the period from December 31, 2016 until your account balance is paid to you. |
| In Year #1, you would receive $50,000, in monthly payments of $4,166.67 each. |
Annual Amount | = | $500,000/10 | = | $ | 50,000 | |||||||
Monthly Amount | = | $50,000/12 | = | $ | 4,166.67 |
| At the end of Year #1, your vested account balance would be $450,000 and $22,500 in interest would be added to your account. |
$500,000 $50,000 | = | $ | 450,000 | |||||||||
5% of $450,000 | = | $ | 22,500 | |||||||||
New Balance | = | $450,000 + $22,500 | = | $ | 472,500 |
| In Year #2, when 9 annual payments remain, you would receive $52,500, in monthly payments of $4,375.00 each. |
Annual Amount | = | $472,500/9 | = | $ | 52,500 | |||||||
Monthly Amount | = | $52,500/12 | = | $ | 4,375.00 |
| Payments would continue, and interest would continue to be credited, according to the process described above, until your vested account balance is paid in full. Your final installment payment would include interest credited to your account on the last December 31st before the final installment is paid. (As explained above, you would not receive interest for the period from that December 31st until the last installment is paid.) |
| Your spouse; | ||
| Your children (to be divided equally); | ||
| Your parents; | ||
| Your brothers and sisters (to be divided equally); or | ||
| The executors or administrators of your will. |
| Your account will immediately become fully vested (if not already vested), and | ||
| Interpublic will immediately credit your account with the sum of the annual dollar credits that would have been added to your account on each December 31st after your Termination of Employment if you had continued working for Interpublic through your Severance Completion Date. (Unless your Severance Completion Date occurs on December 31st, you will not receive a dollar credit for the year in which your Severance Completion Date occurs.) |
| If your Termination of Employment (for any reason) occurs within two years after a Change of Control, Interpublic will pay your account balance (including the additional credits described above, if your employment is terminated involuntarily without Cause or you resign for Good Reason) to you in a lump sum. |
Ø | Unless Interpublic determines that you are a Top-50 Employee, the lump-sum payment will be made within 30 days after your Termination of Employment. | ||
Ø | If Interpublic determines that you are a Top-50 Employee, the lump-sum payment will be delayed until the earlier of (a) the first day of the seventh month that starts after your Termination of Employment or (b) the first day of the first month that starts after your death. You will not receive any special interest payments for the delay, but Interpublic will continue to add annual interest credits to your account each December 31st until your account balance is paid in full. |
| If your Termination of Employment occurs after the second anniversary of the Change of Control, Interpublic will pay your account balance (including the additional credits described above) to you at the time and in the form set forth in your Participation Agreement. |
| The assumed annual rate of interest and discount rate will be the rate of interest to be credited to accounts (as described under Your Benefit, above) for the year in which the Change of Control occurs, and | ||
| Payment of the benefits described above would be due within 30 days after the Change of Control. |
| Your full benefit under the Plan, all or part of which might be subject to a 20% excise tax, or | ||
| Your benefit under the Plan, reduced to the extent the Outside Auditor determines is necessary to avoid triggering the 20% excise tax. |
| Before a Change of Control, the standard of review will be the arbitrary and capricious standard, which means that the court will defer to the MHRCs decision (or the decision of any successor to the MHRC), and will not overturn that decision unless the court concludes that the decision cannot be supported by the relevant facts and applicable law. | ||
| After a Change of Control, the standard of review will be de novo, which means that the court may overturn the MHRCs decision (or the decision of any successor to the MHRC) if it disagrees with the decision. |
| reduce the amount of your vested account balance as of the later of (a) the effective date of the amendment or termination or (b) the date the resolution to amend or terminate the Plan is adopted; or | ||
| result in a change to the form or time for paying your account balance under the Plan, unless Interpublic determines, based on the advice of outside counsel, that a change in the form or time of payment will not trigger adverse tax consequences. |
| may make any amendment required to comply with federal or state law (including any tax law that could result in adverse tax consequences), or that is desirable to improve the administration of the Plan, if the amendment does not materially affect the level of benefits provided under the Plan to or on behalf of any participant; and |
| has discretion to accelerate payment to the extent that Interpublic or the MHRC determines, with the advice of outside counsel, is permitted without violating the requirements of Section 409A of the Tax Code. |
1. | Any benefit claim must be in writing and should be mailed to the MHRC, at the following address: |
1114 Avenue of the Americas, 19th Floor
New York, NY 10036
Attn: Executive Vice President, Chief Human Resources Officer
2. | The MHRC will generally review and decide each claim within 90 days after the claim is received. If the MHRC needs more time to decide your claim, the MHRC will notify you, and may extend the review period by up to an additional 90 days. |
Ø | The time period within which the MHRC must decide your claim starts on the date the MHRC receives your claim, even if you do not submit all of the information needed to resolve your claim. However, if the MHRC needs more information to resolve your claim, you and the MHRC may agree to extend the period for making the decision. If you do not provide any requested information by the deadline that the MHRC sets, the MHRC will decide your claim based on the information it has as of the deadline. This might result in your claim being denied. | ||
Ø | If your claim is not resolved within the time periods described above, you may consider your claim to have been denied. You may (a) contact the MHRC to determine whether your claim has, in fact, been denied, (b) file an appeal with the MHRC (following the procedures set forth in the Appeals section, below), or (c) bring a lawsuit under Section 502(a) of ERISA. |
3. | If your claim is wholly or partially denied, the MHRC will issue a written decision. The decision will include |
Ø | the specific reason or reasons for denial of your claim; | ||
Ø | references to the specific Plan provisions upon which the denial is based; | ||
Ø | a description of any additional material or information necessary to perfect your claim, and an explanation of why the material or information is necessary; | ||
Ø | an explanation of the appeal procedures and the applicable time limits; and | ||
Ø | a statement of your right to file a lawsuit under Section 502(a) of ERISA if your claim is denied after the MHRC reviews its initial decision. |
1. | Within 60 days after you receive a written notice of denial of your claim (or the end of the time period for deciding your claim), you may file a written request with the MHRC, at the address shown above, for a full and fair review of its initial decision (an appeal). | ||
2. | In connection with a request for review, you may |
Ø | submit written comments, documents, records and other information relating to your claim; and | ||
Ø | receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information that the MHRC determines is relevant to your claim. |
3. | The review on appeal will take into account all comments, documents, records and other information that you submit, regardless of whether the information was considered in the initial benefit determination. The MHRC will generally decide your appeal within 60 days after your request for review is received. If the MHRC needs more time, the MHRC will notify you, and the MHRC may extend the review period by up to an additional 60 days. |
Ø | If the MHRC needs more information to decide your appeal, the period within which the MHRC must decide your appeal will automatically be extended. The length of the extension will be equal to the number of days from when the MHRC sends you a request for additional information until the earlier of (a) the date the MHRC receives the requested information or (b) the due date that the MHRC establishes for providing that information. | ||
Ø | If your appeal is not resolved within the time periods described above, you may consider your appeal to have been denied. You may (a) contact the MHRC to determine whether your appeal has, in fact, been denied and/or (b) bring a lawsuit under Section 502(a) of ERISA. |
4. | If your appeal is wholly or partially denied, the MHRC will render a written decision. The decision will include |
Ø | the specific reason or reasons for the decision; | ||
Ø | references to the specific Plan provisions upon which the decision is based; | ||
Ø | an explanation of your right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information that the MHRC determines is relevant to your claim for benefits; and | ||
Ø | a statement of your right to bring a civil action under Section 502(a) of ERISA. |
| You may authorize a representative to pursue any claim or appeal on your behalf. The MHRC may establish reasonable procedures for verifying that any representative has in fact been authorized to act on your behalf. | ||
| The Plan will be interpreted and enforced in accordance with the applicable provisions of ERISA and federal tax laws that apply to nonqualified deferred compensation. To the extent that state-law issues arise, New York law (exclusive of choice of law provisions) will govern. |
Account Balance Plan | A nonqualified deferred compensation arrangement sponsored by Interpublic or a Subsidiary, under which |
| principal amounts, not including compensation that you elect to defer, are credited to an account in your name; | ||
| the principal amounts credited to your account accrue interest or earnings; and | ||
| your benefit is based solely on the balance credited to your account (i.e., principal plus earnings or interest). |
Cause | Cause for your employer to terminate your employment with Interpublic and its Subsidiaries, which will exist if |
| you materially breach a provision in an employment agreement between you and Interpublic or a Subsidiary, and you do not cure that breach within 15 days after you receive written notice from your employer of the breach; | ||
| without written approval from Interpublics Board of Directors or the person to whom you report directly, you (a) misappropriate funds or property of Interpublic or a Subsidiary or (b) attempt to secure any personal profit related to the business of Interpublic or a Subsidiary; | ||
| you engage in conduct that Interpublic determines constitutes fraud, material dishonesty, gross negligence, gross malfeasance, insubordination, or willful misconduct in the performance of your duties as an employee of Interpublic or a Subsidiary, or you willfully fail to follow Interpublics code of conduct, unless your actions (or failure to act) are taken in good faith and do not cause material harm to Interpublic or a Subsidiary; | ||
| you refuse or fail to attempt in good faith (a) to perform your duties as an employee of Interpublic or a Subsidiary or (b) to follow a reasonable good-faith direction of Interpublics Board of Directors or the person to whom you report directly, and you do not cure the refusal or failure within 15 days after you receive written notice from your employer of the refusal or failure; | ||
| you commit, or are formally charged or indicted for allegedly committing, a felony or a crime involving dishonesty, fraud, or moral turpitude; or | ||
| you engage in activities that are clearly prohibited by Interpublics policy prohibiting discrimination or harassment based on age, gender, race, religion, disability, national origin or any other protected category. |
Change of Control | A change in (a) the ownership or effective control of Interpublic or (b) the ownership of a substantial portion of Interpublics assets, each as defined in rules and regulations under Section 409A of the Tax Code. |
Subject to certain limited exceptions, a Change of Control of Interpublic would generally occur if |
| a person or group acquires more than 50% of the total fair market value or voting power of Interpublics stock; | ||
| during a 12-month period, a person or group acquires 30% or more of the total voting power of Interpublics stock; | ||
| during a 12-month period, a person or group acquires 40% or more of Interpublics assets (determined based on gross fair market value); or | ||
| during a 12-month period, a majority of Interpublics Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board before the appointment or election. |
Compensation Committee | The Compensation Committee of Interpublics Board of Directors. | |
Deferred Compensation Trust | The Trust Agreement Between The Interpublic Group of Companies, Inc., Lintas: Campbell-Ewald Company, McCann-Erickson USA, Inc., McCann-Erickson Marketing, Inc., and Lintas, Inc. and Manufacturers Hanover Trust Company, originally effective June 1, 1990 (commonly referred to as the Interpublic Rabbi Trust) and/or any other trust agreement to which Interpublic is a party that is established to fund benefits under the Plan. The terms of any Deferred Compensation Trust are subject to the restrictions set forth in Section 409A of the Tax Code, and assets that Interpublic or a Subsidiary sets aside in any Deferred Compensation Trust will be subject to the claims of creditors of Interpublic or the Subsidiary (as the case may be) in the event of its bankruptcy or insolvency. | |
ERISA | The Employee Retirement Income Security Act of 1974, as amended. | |
ESBA | An Executive Special Benefit Agreement with Interpublic. | |
Good Reason | You will be considered to have resigned for Good Reason only if: |
Ø | You notify Interpublic in writing that one or more of the triggering circumstances listed below has occurred within 90 days after the circumstance(s) first occurs; | ||
Ø | The triggering circumstance(s) is (are) not remedied within 30 days after Interpublic receives the notice; and | ||
Ø | Your Termination of Employment is effective within two years after triggering circumstance(s) first occurs. |
| The following are the triggering circumstances: |
Ø | Interpublic or a Subsidiary materially reduces your rate of base salary; | ||
Ø | An action by Interpublic or a Subsidiary results in your authority, duties, or, responsibilities, being materially diminished; |
Ø | An action by Interpublic or a Subsidiary results in the authority, duties, or responsibilities of your supervisor being materially diminished, including a requirement that you report to a corporate officer or employee instead of the Board of Directors of Interpublic; | ||
Ø | Interpublic or a Subsidiary materially diminishes the budget over which you retain authority; | ||
Ø | Your principal place of work is moved more than 50 miles outside the city in which you are principally based, unless (a) you make the relocation decision or (b) you are notified in writing that Interpublic or your employer is seriously considering such a relocation and do not object in writing within 10 days after you receive the written notice; or | ||
Ø | Interpublic or a Subsidiary materially breaches any employment agreement between you and your employer. |
Interpublic | The Interpublic Group of Companies, Inc., and any successor to The Interpublic Group of Companies, Inc. | |
MHRC | Interpublics Management Human Resources Committee. | |
Outside Auditor | Either of the following firms: |
| The outside auditing firm retained by Interpublic in the last fiscal year that ends before a Change of Control, or | ||
| A national auditing firm acceptable to at least 75% of the Plan participants who are actively working for Interpublic or a Subsidiary immediately before a Change of Control. |
Participation Agreement | The written agreement between you and Interpublic that documents the terms of your participation in the Plan. | |
Plan | The Interpublic Capital Accumulation Plan, as set forth in this pamphlet and your Participation Agreement, as either or both may be amended from time to time. | |
Severance Completion Date | The last day of the calendar month that includes the end of the payroll period for which your last Severance Payment (if any) is paid. If you are not eligible to receive Severance Pay, or you receive Severance Pay in a lump sum, your Severance Completion Date is the date of your Termination of Employment. | |
Severance Pay | A payment or payments made under a severance plan or policy or an agreement with Interpublic or a Subsidiary upon or after your Termination of Employment as compensation for (a) terminating your employment involuntarily without Cause or (b) your resignation for Good Reason. | |
Subsidiary | Any corporation or other entity that is required to be combined with Interpublic as a single employer under Section 414(b) or (c) of the Tax |
Code. In general, this means Interpublic and all other entities of which Interpublic directly or indirectly owns 80 percent or more of the combined voting power or total value of shares. |
Tax Code | The Internal Revenue Code of 1986, as amended. | |
Termination of Employment | The date your employment with Interpublic and its Subsidiaries ends, including the date on which you die, retire, quit, or are discharged. Subject to the next sentence, if you are on leave of absence, your Termination of Employment will occur on the later of (a) the first day that is more than six months after your leave started or (b) the first day after all statutory and contractual rights to reemployment with Interpublic or a Subsidiary expire. If the reason for your leave of absence is a medically determinable physical or mental condition that can be expected to last for six consecutive months or longer, and the condition causes you to be unable to perform the duties of your position or a substantially similar position, the six-month period described in clause (a) of the preceding sentence will be extended to 29 months. | |
A sale of assets by Interpublic or a Subsidiary to an unrelated buyer that results in your working for the buyer (or one of its affiliates) will not, by itself, constitute a Termination of Employment unless Interpublic (with the buyers written consent) so provides in writing 60 or fewer days before the closing of the sale. | ||
Top-50 Employee | A specified employee under Section 409A of the Tax Code, determined in accordance with Treas. Reg. § 1.409A-1(i). In general, as long as Interpublic is a public company (or, if Interpublic is acquired, the parent company is a public company), you will be a specified employee under Section 409A of the Tax Code if you are one of the 50 highest-paid officers of Interpublic (or, if Interpublic is acquired, the corporate parent) and its Subsidiaries. |