EX-10.III.A.



 





Exhibit 10(iii)(A)(3)




Includes 409A and CIC Changes




FORM FOR NEW PARTICIPANTS

Note: This form should not be used for benefit increases.




Received by HR ________________




The Interpublic Senior Executive Retirement Income Plan




Participation Agreement




               WHEREAS,                    
(the “Participant”) is a senior executive of The Interpublic
Group of Companies, Inc. (“Interpublic”) and its subsidiaries, and has been approved by the
Compensation Committee of Interpublic’s Board of Directors to participate in The Interpublic Senior
Executive Retirement Income Plan (“SERIP”);



               WHEREAS, the Participant has received and reviewed the pamphlet entitled “The Interpublic
Senior Executive Retirement Income Plan,” as amended and restated effective January 1, 2007, which
sets forth the basic terms and conditions of SERIP (such pamphlet, as may be amended from time to
time, being referred to herein as the “Plan Document”); and



               WHEREAS, the Plan Document provides that certain details with regard to the Participant’s
benefit and other rights and responsibilities under SERIP are to be set forth in the Participant’s
Participation Agreement;



               NOW, THEREFORE, the undersigned Participant agrees to be bound by the terms of the Plan
Document, which terms are incorporated herein by reference, and modified and expanded as follows:




	1.	 	Effective Date. This Participation Agreement shall be effective as of the following
date:






	 	•	 	If the Participant has not participated in any Executive Defined Benefit Arrangement
(as defined in the Plan Document), and [he] [she] executes and returns this
Participation Agreement to Interpublic’s Human Resources
Department no later than
                     [insert the 30th day after he first became eligible to participate
in SERIP], this Participation Agreement shall be effective on the first day of the
first calendar month that starts after [he] [she] returns the executed Participation
Agreement to Interpublic’s Human Resources Department.






	 	•	 	If the Participant has participated in SERIP or any other Executive Defined Benefit
Arrangement (as defined in the Plan Document), or [he] [she] does not return an
executed copy of this Participation Agreement to Interpublic’s Human Resources
Department by the date specified in the preceding paragraph, this Participation
Agreement shall be effective as of January 1st of the first calendar year
that starts after [he] [she] returns the executed Participation Agreement to
Interpublic’s Human Resources Department.






	2.	 	Benefit and Vesting. The Participant’s benefit
under SERIP is $                     per year,
if paid in monthly installments for 15 years starting on or after the Participant’s
60th birthday and after the benefit has become fully vested. Subject to paragraph
3, below, and the




 









 






	 	 	provisions of the Plan Document that are triggered by a Change of Control (as defined in the Plan
Document), this benefit is scheduled to become fully vested on the following date (assuming the
Participant continues in the employment of Interpublic and its subsidiaries until such date):






	 	•	 	If the Participant returns an executed copy of this Participation Agreement to
Interpublic’s Human Resources Department by
                     [insert the 30th day after
he first became eligible to participate in SERIP], the scheduled vesting date will be
                    
[insert the 10th anniversary of the last day of the calendar month in
which the Participant returns his executed Participation Agreement; for example, if
participant turns in Agreement on 6/15/08, vesting date would be 6/30/18].
	 
	 	•	 	If the Participant does not return an executed copy of this Participation Agreement
to Interpublic’s Human Resources Department by the date specified in the preceding
paragraph, the scheduled vesting date will be December 31st of the tenth calendar year
that starts after the Participant returns an executed copy of this Participation
Agreement to Interpublic’s Human Resources Department.






As set forth in the Plan Document, the amount of the Participant’s benefit will be reduced if
payment starts before the Participant’s 60th birthday.




	3.	 	Non-Competition and Non-Solicitation. For a period of two (2) years following the
termination of the Participant’s employment for any reason, the Participant shall not: (a)
accept employment with or serve as a consultant, advisor or in any other capacity to an
employer that is in competition with the business unit or units of Interpublic by which the
Participant is employed (the “Business Unit”); (b) directly or indirectly, either on the
Participant’s own behalf or on behalf of any other person, firm or corporation, solicit or
perform services for any account that is a client of the Business Unit at the time of the
Participant’s termination of employment with the Business Unit or that was a client of the
Business Unit at any time within one year prior to the date of the Participant’s termination
of employment; or (c) directly or indirectly employ or attempt to employ or assist anyone else
to employ any person who is at such time or who was within the six-month period immediately
prior to such time in the employ of the Business Unit. If the Participant breaches any
provision of this paragraph 3, [he] [she] shall forfeit [his] [her] vested benefit and return
any payments received pursuant to SERIP.
	 
	 	 	The Participant acknowledges that these provisions are reasonable and necessary to protect
Interpublic’s legitimate business interests, and that these provisions do not prevent the
Participant from earning a living. If at the time of enforcement of any provision of this
Agreement, 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.





			
	 	 	 
	 
	Senior Executive Retirement Income Plan
	 	Page 2 

	Participation Agreement — New Participant	 	 
	 	 	 
	Participant                                         	 	 






 









 






	4.	 	Form of Payment. Subject to the special rules set forth in the Plan Document that
apply following a Change of Control (as defined in the Plan Document), the Participant’s
vested benefit under SERIP (if any) shall be distributed in monthly payments [check one]:






	 	___	 	for 15 years.
	 
	 	___	 	for 10 years, with the amount of the Participant’s vested benefit being
adjusted to reflect the value of the accelerated payout, as provided in the Plan
Document.






The Participant may not change the form in which [his] [her] benefit under SERIP will be paid,
except to the extent (if at all) that the Plan Document permits the Participant to make such a
change.




	5.	 	Benefit Commencement Date. Interpublic shall begin paying the Participant’s vested
benefit at the time prescribed by the Plan Document. The Participant may not change the time
at which payment of [his] [her] benefit under SERIP begins, except to the extent (if at all)
that the Plan Document permits the Participant to make such a change.






	6.	 	Relationship to Plan Document. This Participation Agreement is intended to be
executed and administered in conjunction with the Plan Document, which is incorporated herein
by reference. To the extent that this Participation Agreement does not address an issue, the
applicable terms and provisions of the Plan Document shall govern such issue. To the extent
that any term or provision of this Participation Agreement is inconsistent with a term or
provision of the Plan Document, the term or provision of this Participation Agreement shall
govern.






	7.	 	Complete Statement. This Participation Agreement is a complete statement of the
Participant’s benefit and other rights under SERIP. Any change to the terms of this
Participation Agreement or to the Participant’s rights under SERIP shall be adopted by
executing an amendment or supplement to the Plan Document or to this Participation Agreement.






	8.	 	Knowing and Voluntary Agreement. By signing this Participation Agreement, the
Participant acknowledges that —






	 	•	 	[he] [she] has received and reviewed the Plan Document and this Participation
Agreement,
	 
	 	•	 	[he] [she] fully understands the terms of the Plan Document and this Participation
Agreement, and
	 
	 	•	 	[he] [she] is entering into this Participation Agreement voluntarily.





*     *     *




			
	 	 	 
	 
	Senior Executive Retirement Income Plan
	 	Page 3 
	Participation Agreement — New Participant	 	 
	 	 	 
	Participant                                         	 	 






 









 





               IN WITNESS WHEREOF, Interpublic, by its duly authorized officer, and the Participant have
caused this Participation Agreement to be executed.



	 	 	 	 	 	 	 	 	 
	The Interpublic Group of Companies, Inc.	 	 	 	Participant	 	 
	 
	 	 	 	 	 	 	 	 
	BY:
	 	 	 	 	 	 	 	 
	 

	 	 

Timothy A. Sompolski
	 	 	 	 

	 	 
	 

	 	Executive Vice President,	 	 	 	 	 	 
	 

	 	Chief Human Resources Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DATE:

	 	 	 	DATE:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 






Return to Interpublic’s Human Resources Department.




	 	 	 	 	 	 	 
	 
	For HR Use Only
	 	 	 	 
	 
	 	 	 	 	 	 
	Effective Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Vesting Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






			
	 	 	 
	 
	Senior Executive Retirement Income Plan
	 	Page 4 

	Participation Agreement — New Participant	 	 
	 	 	 
	Participant                                         	 	 






 









 










	BENEFICIARY DESIGNATION: Senior Executive Retirement Income Plan




	Participant’s Name            Soc. Sec. No:
Home Address
City            State            Zip
Date of Birth
Daytime Telephone Number            Evening Telephone Number




	· Please check box if your address has changed within the last year. · I am
married. · I am not married.




	Primary Beneficiary Designation

I hereby designate such of the following person(s) who shall survive me as my Primary
Beneficiary(ies):




	1. Name            Relationship            Date of Birth            Percentage Share*
Address            Social Security No.
—




	2. Name            Relationship            Date of Birth            Percentage Share*
Address            Social Security No.
—




	3. Name            Relationship            Date of Birth            Percentage Share*
Address            Social Security No.




	Total = 100%
—




	Contingent Beneficiary Designation

If no Primary Beneficiary named above shall survive me, I designate such of the following
person(s) who shall survive me as my Contingent Beneficiary(ies).




	1. Name            Relationship            Date of Birth            Percentage Share*
Address            Social Security No.
—




	2. Name            Relationship            Date of Birth            Percentage Share*
Address            Social Security No.
—




	3. Name            Relationship            Date of Birth            Percentage Share*
Address            Social Security No.




	Total = 100%
—




	*If no percentage is designated, beneficiaries will share equally. If any of my Primary
Beneficiaries (or, if applicable, my Contingent Beneficiaries), predecease me, his or her
benefits will be shared among my surviving Primary (or, if applicable, Contingent) Beneficiaries
in accordance with the proportionate shares of the surviving beneficiaries designated above or,
if no percentage is designated, equally.




	Consent of Spouse

If a party other than the participant’s spouse is named as Primary Beneficiary above, this
designation is valid only if the participant’s spouse (if any) consents below to the participant’s
designation of the Primary Beneficiary(ies) and only if the spouse’s consent is witnessed by a
notary public.




	I, , am the spouse of the above-named participant. I hereby consent to
the designation of the Primary Beneficiary(ies) specified above.




	Spouse’s Signature            Date




	STATE OF ___COUNTY OF: ___ss:




	On ___, before me personally came ___; to me
known and known to me to be the individual described as the spouse herein who executed
the foregoing consent and duly acknowledged to me that he/she freely executed same.




	___

Notary Public My Commission Expires:




	Execution of Beneficiary Designation




	Participant’s Signature            Date
——  —