EX-10.III.A.5



 





Exhibit 10(iii)(A)(5)




The Interpublic Capital Accumulation Plan




Restated Participation Agreement




          WHEREAS,                                          (the “Participant”) and The Interpublic Group of Companies, Inc.
(“Interpublic”) are parties to a Participation Agreement under The Interpublic Capital Accumulation
Plan (“CAP”), dated                                                              [and amended as of            
                              (insert dates of any
amendments, including payment elections)] (the “Participation Agreement”); and




          WHEREAS, the Participant’s benefit under CAP is governed by the terms of [his] [her]
Participation Agreement and by the terms of the pamphlet entitled “The Interpublic Capital
Accumulation Plan,” as amended and restated effective January 1, 2007, and as amended from time to
time thereafter (the “Plan Document”); and




          WHEREAS, the Participant and Interpublic wish to amend and restate the Participation Agreement
to comply with a good-faith interpretation of Section 409A of the Internal Revenue Code and the
guidance issued by the Internal Revenue Service thereunder, and to make clear that the provisions
set forth in the Plan Document that are triggered by a Change of Control (as defined in the Plan
Document) apply to the Participant’s benefit under CAP;




          NOW, THEREFORE, the Participation Agreement is hereby amended and restated in its entirety as
follows:





	1.	 	Effective Date. This amended and restated Participation Agreement shall be effective
as of January 1, 2007, except to the extent provided otherwise herein.
	 
	2.	 	Credit Amount. Effective                                          [insert effective date for current dollar
credit amount], the Participant’s annual dollar credit under CAP shall be $                                         and
shall be credited only under the circumstances, and at the time, specified by the Plan
Document. [If the Participant’s dollar credit was ever increased:] [For                                         
(insert year(s), the Participant’s annual dollar credit under CAP was $                                        , and was
credited on December 31st of such years.]
	 
	3.	 	Interest. The Participant’s CAP Account shall be credited with interest on December
31st of each calendar year (starting with the calendar year after the calendar year
in which the Participant’s participation in the CAP first became effective), at the rate
specified by the Plan Document. For 2007, the interest rate is 4.71%.
	 
	4.	 	Vesting. Subject to paragraph 5, below, and the provisions of the Plan Document that
are triggered by a Change of Control (as defined in the Plan Document), the Participant’s CAP
account is scheduled to become fully vested on                                                              (assuming the
Participant continues in the employment of Interpublic and its Subsidiaries until this date).
	 
	5.	 	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 5, [he] [she] shall forfeit all of the interest
that has been or will be credited to [his] [her] CAP account.




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.




	6.	 	Form of Payment.






	 	a.	 	Subject to the special rules set forth in the Plan Document that apply
following a Change of Control (as defined in the Plan Document), and the remaining
provisions of this paragraph 6, the Participant’s vested benefit under CAP (if any)
shall be distributed in the following form [check one]:






       Lump sum




       Monthly installments over 10 years*




       Monthly installments over 15 years*




* Notwithstanding the election above, if the Participant terminates employment
before age 55, or before being credited with at least five years of participation in
CAP, [his] [her] vested benefit under CAP (if any) will automatically be paid in a
lump sum.




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




	 	b.	 	The form of payment specified by subparagraph a, above, shall be effective only
if payment of the Participant’s vested benefit begins on or after January 1, 2008. If
payment of the Participant’s vested benefit begins before January 1, 2008, the




 


			
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	 	 	 	Participant’s vested benefit under CAP shall be paid in the form specified by the
Participation Agreement as in effect on December 31, 2006.






	7.	 	Benefit Commencement Date. Interpublic shall begin payment of the Participant’s
vested benefit under CAP at the time prescribed by the Plan Document. However, the following
transition rule shall apply in 2007:






	 	a.	 	If, under the terms of CAP and the Participation Agreement in effect on
December 31, 2006, payment of the Participant’s benefit was scheduled to begin before
January 1, 2008, payment of the Participant’s benefit shall begin at the time
prescribed by the terms of CAP and such Participation Agreement in effect on December
31, 2006.
	 
	 	b.	 	If subparagraph a, above, does not apply:






	 	(i)	 	Payment of the Participant’s benefit shall not begin before
January 1, 2008; and
	 
	 	(ii)	 	If the Plan Document prescribes that payment of the
Participant’s benefit should begin before January 1, 2008, payment of such
benefit shall begin on Interpublic’s first pay date for January 2008.






The Participant may not change the time at which payment of [his] [her] benefit under CAP
begins, except to the extent (if at all) that the Plan Document permits the Participant to
make such a change.




	8.	 	Relationship to Plan Document. This Participation Agreement is intended to be
executed and administered in conjunction with the Plan Document. 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.






	9.	 	Complete Statement. This Participation Agreement, as amended and restated hereby, is
a complete statement of the Participant’s benefit and other rights under CAP and supersedes
any prior statement of the Participant’s benefit or other rights under CAP (except to the
extent expressly provided in paragraphs 6 and 7, above). Any change to the terms of this
Participation Agreement or to the Participant’s rights under CAP shall be adopted by executing
an amendment or supplement to the Plan Document or to this Participation Agreement.






	10.	 	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,




 


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





          IN WITNESS WHEREOF, Interpublic, by its duly authorized officer, and the Participant have
caused this amended and restated 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.


 


			
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