EX-10.III.A.8



 





Exhibit 10(iii)(A)(8)




EXECUTIVE CHANGE OF CONTROL AGREEMENT




          This AGREEMENT (“Agreement”) dated as of September 12, 2007 (the “Effective Date”), by and
between The Interpublic Group of Companies, Inc. (“Interpublic”), a Delaware corporation, and
Michael Roth (the “Executive”).




W I T N E S S E T H:




          WHEREAS, the Company (as hereinafter defined) recognizes the valuable services that the
Executive has rendered to the Company and desires to be assured that the Executive will continue to
attend to the business and affairs of the Company without regard to a Change of Control (as
hereinafter defined);




          WHEREAS, the Executive is willing to continue to serve the Company but desires a reasonable
degree of protection in the event of a Change of Control; and




          WHEREAS, the Company is willing to provide such protection in exchange for the Executive’s
agreement not to engage, during a specified period after his employment with the Company is
terminated, in certain activities that could be detrimental to the Company;




          NOW, THEREFORE, in consideration of the Executive’s continued service to the Company, and the
mutual agreements herein contained, Interpublic and the Executive hereby agree as follows:




ARTICLE 1




DEFINITIONS




          When the initial letter or letters of the following words and phrases are capitalized in this
Agreement, such words and phrases shall have the following meanings unless the context clearly
indicates that a different meaning is intended:




          Section 1.1. Base Amount means the amounts, if any, that, if this Agreement did not
exist, would be payable to the Executive pursuant to the terms of an Other Arrangement




 









 







by reason of
the Executive’s Qualifying Termination; provided, however, that the Base Amount shall not include
any non-cash benefits or reimbursements or payments in lieu of such benefits.




          Section 1.2.
Board
of Directors means the Board of Directors of Interpublic.




          Section 1.3.
Cause means —




               (a) a material breach by the Executive of a provision in an employment agreement with
Interpublic or a Subsidiary that, if capable of being cured, has not been cured within fifteen (15)
days after the Executive receives written notice from Interpublic or any Subsidiary of such breach;



               (b) misappropriation by the Executive of funds or property of Interpublic or a Subsidiary;



               (c) any attempt by the Executive to secure any personal profit related to the business of
Interpublic or a Subsidiary that is not approved in writing by the Board of Directors or by the
person to whom the Executive reports directly;



               (d) fraud, material dishonesty, gross negligence, gross malfeasance or insubordination by the
Executive, or willful (i) failure by the Executive to follow the code of conduct of Interpublic or
a Subsidiary or (ii) misconduct by the Executive in the performance of his duties as an employee of
Interpublic or a Subsidiary, excluding in each case any act (or series of acts) taken in good faith
by the Executive that does not (and in the aggregate do not) cause material harm to Interpublic or
a Subsidiary;



               (e) refusal or failure by the Executive to attempt in good faith to perform the Executive’s
duties as an employee or to follow a reasonable good-faith direction of the Board of Directors or
the person to whom the Executive reports directly that has not been cured within fifteen (15) days
after the Executive receives written notice from Interpublic of such refusal or failure;



               (f) commission by the Executive, or a formal charge or indictment alleging commission by the
Executive, of a felony or a crime involving dishonesty, fraud, or moral turpitude; or



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               (g) conduct by the Executive that is clearly prohibited by the policy of Interpublic or a
Subsidiary prohibiting discrimination or harassment based on age, gender, race, religion,
disability, national origin or any other protected category.



          Section 1.4. Change of Control means —




               (a) subject
to subsections (b) and (c), below, the first to occur of the following events:




               (i) any person (within the meaning of Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 (the “1934 Act”)) becomes the beneficial owner (within the meaning of
Rule 13d-3 under the 1934 Act) of stock that, together with other stock held by such person,
possesses more than fifty percent (50%) of the combined voting power of Interpublic’s
then-outstanding stock;




               (ii) any person (within the meaning of Sections 13(d) and 14(d) of the 1934 Act)
acquires (or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person) ownership of stock of Interpublic possessing thirty percent
(30%) or more of the combined voting power of Interpublic’s then-outstanding stock;




               (iii) any person (within the meaning of Sections 13(d) and 14(d) of the 1934 Act)
acquires (or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person) assets from the Company that have a total
gross fair market value equal to forty percent (40%) or more of the total gross fair
market value of all of the assets of Interpublic immediately prior to such acquisition or
acquisitions (where gross fair market value is determined without regard to any associated
liabilities); or




               (iv) during any 12-month period, a majority of the members of the Board of Directors is
replaced by directors whose appointment or election is not endorsed by a majority of the
members of the Board of Directors before the date of their appointment or election.



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               (b) A Change of Control shall not be deemed to occur by reason of —




               (i) the acquisition of additional control of Interpublic by any person or persons
acting as a group that is considered to “effectively control” Interpublic (within the
meaning of Section 409A of the Code), or




               (ii) a transfer of assets to any entity controlled by the shareholders of Interpublic
immediately after such transfer, including a transfer to (A) a shareholder of Interpublic
(immediately before such transfer) in exchange for or with respect to its stock; (B) an
entity, fifty percent (50%) or more of the total value or voting power of which is owned
(immediately after such transfer) directly or indirectly by Interpublic; (C) a person or
persons acting as a group that owns (immediately after such transfer) directly or indirectly
fifty percent (50%) or more of the total value or voting power of all outstanding stock of
Interpublic; or (D) an entity, at least fifty percent (50%) of the total value or voting
power of which is owned (immediately after such transfer) directly or indirectly by a person
described in clause (C), above.



               (c) Notwithstanding
any provision in this Section 1.4 to the contrary, a Change of Control shall not be
deemed to have occurred unless the relevant facts and circumstances give rise to a change in the
ownership or effective control of Interpublic, or in the ownership of a substantial portion of the
assets of Interpublic, within the meaning of Section 409A(a)(2)(A)(v) of the Code.



          Section 1.5.
Code means the Internal Revenue Code of 1986, as amended.




          Section 1.6.
Company means Interpublic and its Subsidiaries.




          Section 1.7. Designated Number means three (3). The Designated Number of Months means
a number of calendar months equal to twelve (12) times the Designated Number.




          Section 1.8. Good Reason.




               (a) The Executive shall be deemed to resign for Good Reason if and only if (i) his Termination
of Employment occurs within the two (2) year period immediately



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following the date on which a
Covered Action (as defined by subsection (b), below) occurs and (ii) the conditions specified by
subsections (b), (c), and (d) of this Section 1.8 are satisfied.




               (b) The Executive shall have Good Reason to resign from employment with the Company only if at
least one of the following events (each a “Covered Action”) occurs within the two (2) year period
immediately following the effective date of a Change of Control:




               (i) Interpublic or a Subsidiary materially reduces the Executive’s annualized rate of
base salary;




               (ii) an action by Interpublic or a Subsidiary results in a material diminution of the
Executive’s authority, duties or responsibilities;




               (iii) an action by Interpublic or a Subsidiary results in a material diminution in the
authority, duties, or responsibilities of the supervisor to whom the Executive is required
to report, including a requirement that the Executive report to a corporate officer or
employee instead of reporting directly to the Board of Directors;




               (iv) Interpublic or a Subsidiary materially diminishes the budget over which the
Executive retains authority;




               (v) Interpublic or a Subsidiary requires the Executive, without his express written
consent, to be based in an office more than fifty (50) miles outside the city in which he is
principally based, unless (A) the relocation decision is made by the Executive or (B) the
Executive is notified in writing that Interpublic or his employer is
seriously considering such a relocation and the Executive does not object in writing
within ten (10) days after he receives such written notice; or




               (vi) Interpublic or a Subsidiary materially breaches an employment agreement between
Interpublic or the Subsidiary and the Executive.



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               (c) The Executive shall not have Good Reason to resign as a result of a Covered Action
unless —




               (i) within the ninety (90) day period immediately following the date on which such
Covered Action first occurs, the Executive notifies Interpublic in writing that such Covered
Action has occurred; and




               (ii) such Covered Action is not remedied within the thirty (30) day period immediately
following the date on which Interpublic receives a notice provided in accordance with
paragraph (i), above.



               (d) The Executive shall not have Good Reason to resign as a result of a Covered Action unless
before the end of the thirty-one (31) day period immediately following the end of the thirty (30)
day period specified by paragraph (c)(ii), above, the Executive gives Interpublic a minimum of thirty
(30) days’, and a maximum of ninety (90) days’, advance written notice of the effective date of his
resignation.



          Section 1.9. Other Arrangement means any other agreement, plan, program, policy, or
other arrangement involving or maintained by Interpublic or a Subsidiary under which the Executive
is or might be eligible to receive compensation or benefits.




          Section 1.10. Outside Auditor means either (i) the outside auditor retained by
Interpublic in the last fiscal year ending before such Change of Control or (ii) a national
auditing firm acceptable to the Executive.




          Section 1.11. Qualifying Termination means a Termination of Employment of the
Executive that —




               (a) is initiated by (a) Interpublic or a Subsidiary for a reason other than Cause or (b) the
Executive for Good Reason (as defined in this Agreement), and



               (b) occurs during the period that begins upon a Change of Control and ends at 11:59:59 p.m.
Eastern Time on the second anniversary of such Change of Control.



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          Section 1.12. Severance Period means the period starting on the date of the
Executive’s Qualifying Termination and ending on the last day of the calendar month that is the
Designated Number of Months after such date.




          Section 1.13. Subsidiary means 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 Code.




          Section 1.14. Termination of Employment means the Executive’s “separation from
service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) with the Company. For
purposes of this Agreement:




               (a) If the Executive is on a leave of absence and does not have a statutory or contractual
right to reemployment, he shall be deemed to have had a Termination of Employment on the first date
that is more than six (6) months after the commencement of such leave of absence. However, if the
leave of absence is due to any medically determinable physical or mental impairment that can be
expected to last for a continuous period of six (6) months or more, and such impairment causes the
Executive to be 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 twenty-nine
(29) month period rather than to a six (6) month period; and



               (b) A sale of assets by Interpublic or a Subsidiary to an unrelated buyer that results in the
Executive working for the buyer or one of its affiliates shall not, by itself, constitute a
Termination of Employment unless Interpublic, with the buyer’s written consent, so provides in
writing 60 or fewer days before the closing of such sale.



          Section 1.15. Unsecured Trust means a trust established pursuant to a trust agreement
or other written instrument that (a) states that the assets of such trust are subject to
claims of the Company’s creditors, (b) states that such trust shall be irrevocable until all
claims for benefits under the plans, programs, agreements, and other arrangements covered by such
trust have been satisfied, and (c) complies with the applicable provisions of Section 409A of the
Code.




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ARTICLE 2



PAYMENTS UPON QUALIFYING TERMINATION




          Section 2.1.
Severance Payment. Subject to the requirements of Section 3.2 hereof, if the
Executive’s employment terminates as a result of a Qualifying Termination, Interpublic shall,
within thirty (30) days after the date of the Executive’s Qualifying Termination (or such later
date as required by Section 2.5 hereof), pay to the Executive a lump-sum amount (without any discount to
reflect the time value of money) equal to the Designated Number multiplied by the sum of:




               (a) The greater of (i) the Executive’s annual base salary for the calendar year in which the
Qualifying Termination occurs (determined on the basis of the Executive’s annual salary in effect
immediately prior to such Qualifying Termination) or (ii) the Executive’s annual base salary for
the calendar year in which the Change of Control occurs (determined on the basis of the Executive’s
annual salary in effect immediately prior to such Change of Control); plus



               (b) The greater of (i) the Executive’s target management incentive compensation performance
award under the 2006 Performance Incentive Plan or any successor thereto (“Target MICP Award”) for
the calendar year in which the Qualifying Termination occurs or (ii) the Executive’s Target MICP
Award for the calendar year in which the Change of Control occurs, as such Target MICP Award is in
effect immediately prior to such Change of Control.



          Section 2.2. Medical, Dental, and Vision Benefits. If the Executive’s employment
terminates as a result of a Qualifying Termination, Interpublic shall provide to the Executive
medical, dental, and vision benefits (or cash in lieu of such benefits) in accordance with Section
4.2 of the Interpublic Executive Severance Plan (including the indemnification
required by Section 4.2(b) of ESP) as in effect on the Effective Date (“ESP”), subject to the
following provisions:




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               (a) The “designated number of months” for purposes of determining the Executive’s “severance
period” and “COBRA period” under ESP shall be the
Designated Number of Months set forth in Section 1.7 hereof;



               (b) Any amendment, suspension, or termination of ESP after the date of this Agreement that has
the effect of reducing the level of benefits required by this Section 2.2, shall be disregarded unless the
Executive expressly consents in writing to such amendment, suspension, or termination; and



               (c) The
Executive’s right to the level of benefits required by this
Section 2.2 shall not be conditioned on the Executive executing the agreement required by Section 5 of ESP.



          Section 2.3. CAP Supplement.




               (a) If the Executive participates in the Interpublic Capital Accumulation Plan (“CAP”),
Interpublic shall, within thirty (30) days after the date of the Executive’s Qualifying Termination
(or such later date as required by Section 2.5 hereof), pay to the Executive a lump-sum amount (without any
discount to reflect the time value of money) equal to the sum of (i)
plus (ii) plus (iii), where:




               (i) equals the sum of the annual dollar credits that would have been added to the
Executive’s account under CAP on each December 31st after the Executive’s Termination of
Employment if he had remained employed by the Company continuously through the last day of
the Severance Period (provided that this paragraph (i) shall not require duplication of any
amount that is added to the Executive’s account under CAP in accordance with the terms
thereof);




               (ii) equals (A) the dollar credit that would have been added to the Executive’s account
under CAP on December 31st of the calendar year in which the Severance Period ends if the
Executive had remained employed by the Company
continuously through such December 31st, multiplied by (B) a fraction the numerator of
which is the number of days from January 1st of such calendar year through the last day



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of
the Severance Period and the denominator of which is three hundred sixty-five (365); and





               
(iii) equals (A) the interest crediting rate under CAP for the calendar year in which
the Executive’s account balance under CAP is paid, multiplied by (B) the vested balance of
the Executive’s account under CAP as of January 1st of such year, multiplied by (C) a
fraction the numerator of which is the number of days from January 1st of such year through
the date on which the Executive’s account balance under CAP is paid and the denominator of
which is three hundred sixty-five (365).



               (b) Before a Change of Control, Interpublic shall contribute to an Unsecured Trust an amount
that an Outside Auditor engaged by Interpublic, at Interpublic’s expense, concludes, in its best
judgment (considering the information available to such Outside Auditor at the time of the
calculation and the time constraints on completing the calculation), is equal to the amount the
Executive would be entitled to receive under this Section 2.3 if the Executive had a Qualifying Termination
immediately after the Change of Control. For purposes of this calculation, the Outside Auditor
shall assume that (i) payment of the amount described in the immediately preceding sentence will be
due within thirty (30) days after the Change of Control and (ii) the rate of return on assets of
the Unsecured Trust will be the interest crediting rate under CAP for the calendar year in which
the Change of Control occurs.




               
Section 2.4. SERIP Supplement.




               (a) If the Executive participates in the Interpublic Senior Executive Retirement Income Plan
(“SERIP”), Interpublic shall, within thirty (30) days after the date of the Executive’s Qualifying
Termination (or such later date as required by Section 2.5 hereof), pay to the Executive a lump-sum amount
(without any discount to reflect the time value of money) equal to
the excess of (i) over (ii), where:




               (i) equals the amount (if anything) the Executive would be entitled to receive under
SERIP if he had remained employed by the Company continuously through the end of the
Severance Period; and



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               (ii) equals the amount of the vested benefit (if any) that the Executive is eligible to
receive under the terms of SERIP.



               (b) Before a Change of Control, Interpublic shall contribute to an Unsecured Trust an amount
that an Outside Auditor engaged by Interpublic, at Interpublic’s expense, concludes, in its best
judgment (considering the information available to such Outside Auditor at the time of the
calculation and the time constraints on completing the calculation), is equal to the amount the
Executive would be entitled to receive under this Section 2.4 if the Executive had a Qualifying Termination
immediately after the Change of Control. For purposes of this calculation, the Outside Auditor
shall assume that (i) payment of the amount described in the immediately preceding sentence will be
due within thirty (30) days after the Change of Control and (ii) the rate of return on assets of
the Unsecured Trust will be the plan interest rate specified by SERIP.



          Section 2.5. Special Payment Rules.




               (a) Specified Employee Rules. If Interpublic determines that the Executive is a
“specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code, and determined in
accordance with Treas. Reg. § 1.409A-1(i)) on the date of his Termination of Employment,
Interpublic shall make the payments specified by paragraphs (i),
(ii), and (iii) of this Section 2.5(a) and shall not
make any payments pursuant to Section 2.1, Section 2.3, or Section 2.4 hereof (except insofar as such Sections determine the
amount required by this Section 2.5(a)).




               (i) Interpublic shall pay the Base Amount at the time or times prescribed by the terms
of the applicable Other Arrangement through the last day of the sixth calendar month that
begins after the date of the Executive’s Termination of Employment;




               (ii) Within thirty (30) days after the date of the Executive’s Qualifying Termination,
Interpublic shall pay to the Executive in a lump sum the excess (if any) of (A) the sum of
the amounts prescribed by Section 2.1, Section 2.3, and Section 2.4 hereof over (B) the aggregate Base Amount payable
under all Other Arrangements.



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The
amounts in clauses (A) and (B) of this paragraph (ii) shall
be determined without any adjustment (such as a discount) to reflect the time value of
money; and




               (iii) On the 6-Month Pay Date (as defined below), Interpublic shall pay to the
Executive an amount equal to the excess (if any) of (A) the sum of the aggregate amounts
prescribed by Section 2.1 (taking into account Section 4.5), Section
2.3, and Section 2.4 hereof over (B) the aggregate amount paid
in accordance with paragraphs (i) and (ii), above (determined without any adjustment (such as
interest) to reflect the time value of money). The “6-Month Pay Date” shall be
Interpublic’s first semi-monthly pay date for the seventh calendar month that begins after
the date of the Executive’s Termination of Employment (or, if earlier, a date that occurs
within the ninety (90) day period immediately following the date of the Executive’s death;
provided that such date shall be determined by Interpublic in its sole discretion and not by
the Executive or his personal representative).



               (b) 2007 Transition Rule.




               (i) If, under the terms of any Other Arrangement in effect on the Effective Date
(disregarding this Agreement), payment of the Executive’s Base Amount was scheduled to begin
before January 1, 2008, payment of the Executive’s Base Amount shall begin at the time
prescribed by the terms of such Other Arrangement.




               (ii)
If paragraph (i), above, does not apply:




               (A) Payment of the Participant’s Base Amount shall not begin before January 1,
2008; and




               (B) If this Agreement prescribes that payment of the Base Amount should begin
before January 1, 2008, payment of such Base Amount shall begin on Interpublic’s
first semi-monthly pay date for January
2008. The first payment due in January 2008 shall include a make-up payment
equal to the sum of the payments that, if not for the delay required by the
preceding sentence, would have been made before Interpublic’s first semi-monthly pay
date for January 2008.



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Interest shall not be added to any payment that is delayed by reason of the application of this Section 2.5.




          Section 2.6. Death Prior to Payment. If the Executive dies after his Qualifying
Termination but before all of the payments required by this Article 2 have been made, Interpublic shall pay
to the Executive’s estate an amount equal to the sum of the
then-unpaid amounts required by this Article 2. Such payment shall be made in a lump sum (without any discount to reflect the time value of
money) as soon as practicable, and no more than ninety (90) days, after the Executive’s death. The
date of payment shall be determined by Interpublic in its sole discretion, and not by the Executive
or his personal representative




ARTICLE 3




TAX MATTERS




          Section 3.1. Withholding and Taxes. The Company may withhold (or cause to be
withheld) from any amounts payable to the Executive or on his behalf hereunder any or all federal,
state, city, or other taxes that the Company reasonably determines are required to be withheld
pursuant to any applicable law or regulation. However, except for the indemnification referred to
in Section 2.2 hereof, the Executive shall be solely responsible for paying all taxes (including any excise
taxes) on any compensation (including imputed compensation) and other income provided to him or on
his behalf, regardless of whether taxes are withheld. Except for the
indemnification referred to in Section 2.2 hereof, no provision of this Agreement shall be construed (a) to limit the Executive’s
responsibility under this Section 3.1 or (b) to transfer to or impose on the Company any liability relating
to taxes (including excise taxes) on compensation (including imputed compensation) or other income
under this Agreement.




          Section 3.2. Forfeiture of Certain Parachute Payments.




               (a) Notwithstanding
any provision in this Agreement to the contrary, if subsection (b), below,
applies, the Executive shall forfeit amounts payable to the Executive under this Agreement to the
extent an Outside Auditor determines is necessary to ensure that the Executive is not reasonably
likely to receive a “parachute payment” within the meaning of Section 280G(b)(2) of the Code.



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               (b) This subsection (b) shall apply if —




               (i) any payment to be made under this Agreement is reasonably likely to result in the
Executive receiving a “parachute payment” (as defined in Section 280G(b)(2) of the Code),
and




               (ii) the Executive’s forfeiture of payments due under this Agreement would result in
the aggregate after-tax amount that the Executive would receive being greater than the
aggregate after-tax amount that the Executive would receive if there were no such
forfeiture.



               (c) Interpublic shall engage, at Interpublic’s expense, an Outside Auditor to determine
(i) whether any amount shall be forfeited pursuant to subsection
(a), above, and (ii) the amount of
any such forfeiture. The Outside Auditor’s determination shall be conclusive and binding.



               (d) If
the Outside Auditor engaged pursuant to subsection (c), above, determines that adverse
tax consequences relating to Section 280G of the Code (determined on a net after-tax basis) could
be avoided by the Executive forfeiting payments under one or more Other Arrangements, and such
Other Arrangements permit a forfeiture to avoid adverse tax consequences relating to Section 280G
of the Code, the Executive shall not forfeit the right to receive any amount due under this
Agreement unless and until he has forfeited the right to all payments under such Other
Arrangements.



ARTICLE
4

COLLATERAL MATTERS




          Section 4.1. Nature of Payments. All payments and benefits provided to the Executive
under this Agreement shall be considered either severance payments in consideration of his past
services on behalf of the Company or payments in consideration of the covenant set forth in Section 4.7 hereof. No payment or benefit provided hereunder shall be regarded as a penalty on the Company.




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          Section 4.2. Mitigation. The Executive shall not be required to mitigate the amount
of any payment or benefit provided for in this Agreement by seeking other employment or otherwise.
Except as expressly provided in Section 4.2(b) of ESP (with respect to benefits provided pursuant
to Section 2.2(c)) hereof, unless the Executive breaches the covenant
set forth in Section 4.7 hereof, the amount of any
payment provided for herein shall not be reduced by any remuneration that the Executive may earn
after his Termination of Employment.




          Section 4.3. Setoff for Debts. To the extent permitted under Section 409A of the
Code, Interpublic may reduce the amount of any payment or benefit otherwise due to the Executive
under Article 2 hereof by any amount that the Executive owes to the Company pursuant to a written
instrument executed by the Executive, but only if (a) the debt was incurred in the ordinary course
of the Executive’s relationship with the Company, (b) the entire amount of reduction in any taxable
year does not exceed $5,000, (c) the reduction is made at the same time and in the same amount as
required by the terms of such written instrument, and (d) the Company has not already recovered
such amount by setoff or otherwise.




          Section 4.4. Plans, Programs, and Arrangements Not Addressed in this Agreement.
Except as otherwise provided by Section 4.5 hereof, the effect of a Change of Control or a Qualifying
Termination on the rights of the Executive with respect to any compensation, awards, or benefits
under any Other Arrangement (including rights under any deferred compensation arrangement, the
Interpublic Capital Accumulation Plan, the Interpublic Senior Executive Retirement Income Plan, any
Executive Special Benefit Agreement, and the 2006 Performance Incentive Plan and any predecessor or
successor thereto) shall be determined
solely by the terms of the governing documents for such Other Arrangement, and not by the
terms of this Agreement.




          Section 4.5. Coordination with Employment Contract. The payments and benefits
required by Article 2 hereof shall be in lieu of (and not in addition to) any payments under an Other
Arrangement to which the Executive might have a claim by reason of a Qualifying Termination (for
example, severance payments), whether such Other Arrangement is executed before or after the date
hereof, unless expressly provided otherwise in such Other Arrangement; provided that if Other
Arrangements provide for a payment (or payments) by




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reason of a Qualifying Termination that is (or
are) larger in the aggregate (determined without regard to the time value of money) than the
severance payment prescribed by Section 2.1 hereof, the Company shall pay the Executive the larger amount (in
lieu of the amount prescribed by Section 2.1, and without any adjustment for interest) in a lump sum (without
any discount to reflect the time value of money) at the time prescribed by Section 2.1 (or such later date as
required by Section 2.5 hereof). If the Executive resigns for Good Reason, he shall be deemed to have
satisfied any notice requirement for resignation, and any service requirement following such
notice, under any employment contract between the Executive and Interpublic or a Subsidiary.




          Section 4.6.
Funding. Except as required by Section 2.3(b), Section 2.4(b),
and Section 4.8(c) hereof, this Agreement does
not require the Company to set aside any amounts that may be necessary to satisfy its obligations
hereunder. Any assets that the Company sets aside to fund the Company’s obligations under this
Agreement, whether in an Unsecured Trust or otherwise, shall be subject to the claims of the
Company’s creditors in the event of the Company’s bankruptcy or insolvency.




          Section 4.7. Covenant of Executive.




               (a) If the Executive has a Qualifying Termination that entitles him to a payment
under Article 2 hereof, the Executive shall not, during the eighteen (18) months next following the date of his
Termination of Employment, either (i) solicit any employee of the Company to leave such employ and
to enter into the employ of, or to provide services to, the Executive or any person with which the
Executive is associated or (ii) solicit or handle on his
own behalf, or on behalf of any person with which the Executive is associated, the
advertising, public relations, sales promotion or market research business of any person that is a
client of the Company as of the date of the Executive’s Termination of Employment.



               (b) The
Executive acknowledges that the provisions of this Section 4.7 are a material inducement to
Interpublic entering into this Agreement, that such provisions are reasonable and necessary to
protect the legitimate business interests of the Company, and that such provisions do not prevent
the Executive from earning a living. If at the time of enforcement of any provision of this
Agreement, a court with jurisdiction shall hold that the duration, scope,



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or restrictiveness of any
provision hereof is unreasonable under circumstances now or then existing, the parties agree that
the maximum duration, scope, or restriction reasonable under the circumstances shall be substituted
by the court for the stated duration, scope, or restriction.




               (c) The Executive acknowledges that a remedy at law for any breach or attempted breach of
this Section 4.7 will be inadequate, and agrees that the Company shall be entitled to specific performance and
injunctive and other equitable relief in the case of any such breach
or attempted breach. This Section 4.7 shall not limit any other right or remedy that the Company may have under applicable law or any
other agreement between the Company and the Executive.



          Section 4.8. Legal Expenses.




               (a) Each party hereto shall pay its own costs and expenses (including legal fees) incurred in
connection with the preparation, negotiation and execution of this Agreement.



               (b) Interpublic shall reimburse the Executive for any legal fees and expenses that the
Executive incurs during the Executive’s life as a result of the Company contesting the validity,
the enforceability, or the Executive’s interpretation of, or any determination under, this
Agreement (collectively “Reimbursable Expenses”), subject to the following terms and conditions:




               (i) The Executive shall submit any request for reimbursement for any Reimbursable
Expense in writing to Interpublic (accompanied by any evidence that Interpublic reasonably requests in writing within thirty (30) days after
Interpublic is first notified that such Reimbursable Expense is incurred) within one-hundred
eighty (180) days after the applicable Reimbursable Expense is incurred (or, if later,
within thirty (30) days after Interpublic requests in writing evidence of such Reimbursable
Expense);




               (ii) Interpublic shall pay to the Executive the amount of any Reimbursable Expenses
within thirty (30) days after Interpublic receives the Executive’s written request for
reimbursement; provided that if Interpublic determines that the



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Executive is a “specified
employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code, and determined in
accordance with Treas. Reg. § 1.409A-1(i)) at the time of his Termination of Employment,
payment shall not be made before the first day of the seventh month that begins after the
Executive’s Termination of Employment, and if this paragraph (ii) prescribes an earlier payment
date, payment shall be made, without interest, on Interpublic’s first semi-monthly pay date
for the seventh month that begins after the Executive’s Termination of Employment;




               (iii) The amount of fees and expenses eligible for reimbursement during one year shall
not affect the amount of Reimbursable Expenses that the Executive may incur during any other
year; and




               (iv) The Executive may not exchange the right to reimbursement for Reimbursable
Expenses set forth in this Section 4.8(b) for cash or any other benefit.



               (c) Without limiting the foregoing, Interpublic shall, before the earlier of (i) thirty (30)
days after receiving notice from the Executive to Interpublic so requesting or (ii) the occurrence
of a Change of Control, provide the Executive with an irrevocable letter of credit in the amount of
$100,000 from a bank with a Moody’s credit rating of Aa or better and a Standard & Poor’s credit
rating of AA or better, against which the Executive may draw in the event that Interpublic does not
timely remit payment for any Reimbursable Expense. Such letter of credit shall not expire before
the later of (x) the date this Agreement terminates by its terms or (y) the tenth anniversary of
the Effective Date.



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ARTICLE
5


GENERAL PROVISIONS




          Section 5.1. Term of Agreement.




               (a) Subject
to subsection (b), below, this Agreement shall terminate upon the earliest of —




               (i) the third anniversary of the Effective Date if a Change of Control has not occurred
on or before such third anniversary;




               (ii) the date of the Executive’s Termination of Employment if such Termination of
Employment is not a Qualifying Termination; or




               (iii) the expiration of a number of years after a Change of Control equal to the
Designated Number plus three (3).



               (b) Notwithstanding
any provision of this Section 5.1, the Company’s obligations
under Section 4.8 hereof and all
obligations of the Company and the Executive that arise before termination of this Agreement shall
survive the termination of this Agreement. In addition, if this Agreement is terminated and the
Executive subsequently experiences a Qualifying Termination, Interpublic shall pay any severance to
which the Executive may be entitled under any Other Arrangement (such as an employment agreement or
the Interpublic Executive Severance Plan) in a lump sum at the time required by Section 2.1 hereof (subject
to Section 2.5 hereof).



          Section 5.2. Payments to be Made in Cash. Except as otherwise expressly provided
herein, all payments required by this Agreement shall be made in cash.




          Section 5.3. Obligation to Make Payments. Interpublic may satisfy any provision of
this Agreement that obligates Interpublic to make a payment or contribution, or to provide a
benefit, by causing another party, such as a Subsidiary or the trustee of an Unsecured Trust, to
make the payment or contribution or to provide the benefit.




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          Section 5.4. Governing Law. Except as otherwise expressly provided herein, this
Agreement and the rights and obligations hereunder shall be construed and enforced in accordance
with the laws of the State of New York, without regard to any rule or principle concerning
conflicts or choice of law that might otherwise refer construction or enforcement to the
substantive law of another jurisdiction.




          Section 5.5. American Jobs Creation Act of 2004. This Agreement shall be construed,
administered, and interpreted in accordance with (a) before January 1, 2008, a reasonable,
good-faith interpretation of Section 409A of the Code and Section 885 of the American Jobs Creation
Act of 2004 and all guidance of general applicability issued thereunder (collectively the “AJCA”)
and (b) after December 31, 2007, the AJCA. If the Company or the Executive determines that any
provision of this Agreement is or might be inconsistent with such provisions, the parties shall
attempt in good faith to agree on such amendments to this Agreement as may be necessary or
appropriate to avoid adverse tax consequences under Section 409A of the Code. No provision of this
Agreement shall be interpreted or construed to transfer any liability for a failure to comply with
Section 409A of the Code from the Executive or any other individual to the Company.




          Section 5.6. Successors to the Company. This Agreement shall inure to the benefit of
Interpublic and its subsidiaries and shall be binding upon and enforceable by Interpublic and any
successor thereto, including any person or persons (within the meaning of Sections 13(d) and 14 (d)
of the 1934 Act) acquiring directly or indirectly the business or assets of Interpublic whether by
merger, consolidation, sale or otherwise, but shall not otherwise be assignable by Interpublic.
Without limiting the foregoing sentence, Interpublic shall require any successor (whether direct or
indirect, by merger, consolidation, sale of stock or assets, or otherwise) to the business or
assets of Interpublic, expressly, absolutely and unconditionally to assume, and to agree to perform
under, this Agreement in the same manner and to the same extent as Interpublic would have been
required to perform it if no such succession had taken place. As used in this Agreement,
“Interpublic” shall mean Interpublic as heretofore defined and any successor to its business or
assets that becomes bound by this Agreement either pursuant to this Agreement or by operation of
law.




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          Section 5.7. Successor to the Executive. This Agreement shall inure to the benefit of
and shall be binding upon and enforceable by the Executive and his personal and legal
representatives, executors, administrators, heirs, distributees,
legatees and, subject to Section 5.8 hereof,
his designees (collectively, his “Successors”). If the Executive dies while amounts are or may be
payable to him under this Agreement, references hereunder to the “Executive” shall, where
appropriate, be deemed to refer to his Successors.




          Section 5.8. Nonalienability. Except to the extent that Interpublic determines is
necessary to comply with a domestic relations order (as defined in Section 414(p)(1)(B) of the
Code), no right of or amount payable to the Executive under this Agreement shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, hypothecation, encumbrance,
charge, execution, attachment, levy or similar process, or (except as
provided in Section 4.3 hereof) to
setoff against any obligation or to assignment by operation of law. Any attempt, voluntary or
involuntary, to effect any action prohibited by the immediately preceding sentence shall be void.




          Section 5.9. Notices. All notices provided for in this Agreement shall be in writing.
Notices and other correspondence (including any request for reimbursement) to Interpublic shall be
deemed given when personally delivered or sent by certified or registered mail or overnight
delivery service to The Interpublic Group of Companies, Inc., l114 Avenue of the Americas, New
York, New York l0036, Attention: Corporate Secretary. Notices to the Executive shall be deemed
given when personally delivered or sent by certified or registered mail or overnight delivery
service to the last address for the Executive shown on the records of the Company. Either
Interpublic or the Executive may, by notice to the other, designate an address other than the
foregoing for the receipt of subsequent notices.




          Section 5.10. Amendment. No amendment of this Agreement shall be effective unless it
is in writing and is executed by both Interpublic and the Executive.




          Section 5.11. Waivers. No waiver of any provision of this Agreement shall be valid
unless it is in writing and executed by the party giving such waiver. No waiver of a breach of any
provision of this Agreement shall be deemed to be a waiver of any subsequent breach or a waiver of
either such provision or any other provision of this Agreement. No failure or delay on





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the part of either the Company or the Executive to exercise any right or remedy conferred by
law or this Agreement shall operate as a waiver of such right or remedy, and no exercise or waiver,
in whole or in part, of any right or remedy conferred by law or herein shall operate as a waiver of
any other right or remedy.




          Section 5.12. Non-Duplication and Changes to Benefit Plans.




               (a) No term or other provision of this Agreement shall be interpreted to require the Company
to duplicate any payment or other compensation that the Executive is entitled to receive under an
Other Arrangement.



               (b) No term or other provision of this Agreement shall restrict the Company’s ability to
amend, suspend, or terminate any or all of its employee benefit plans and programs from time to
time, or prevent any such amendment, suspension, or termination from affecting the Executive.



          Section 5.13. Severability. If any provision of this Agreement shall be held invalid
or unenforceable in whole or in part, such invalidity or unenforceability shall not affect any
other provision of this Agreement or part thereof, each of which shall remain in full force and
effect.



          Section 5.14. Construction.




               (a) The captions to the respective articles and sections of this Agreement are intended for
convenience of reference only and have no substantive significance.



               (b) Unless the contrary is clearly indicated by the context, (i) the use of the masculine
gender shall also include within its meaning the feminine and vice versa; (ii) the word “include”
shall mean include, but not limited to; and (iii) any reference to a statute or section of a
statute shall also be a reference to any successor or amended statute or section, and any
regulations or other guidance of general applicability issued thereunder.



          Section 5.15. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but all of which together shall
constitute a single instrument.




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          Section 5.16. Entire Agreement. This Agreement constitutes the entire understanding
between the Company and the Executive concerning the matters set forth herein and supersedes any
and all previous agreements between the Company and the Executive concerning such matters.




* * * * *




                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	THE INTERPUBLIC GROUP OF COMPANIES,
INC. 	 
	 
	 	By:  	/s/ Timothy Sompolski
 	 
	 	 	Timothy Sompolski 	 
	 	 	Executive Vice President

Chief Human Resource Officer 	 
	 
	 

	 	/s/ Michael Roth
 

Michael Roth
	 	 







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