2009 PIP Restricted Stock Award Agreement



 Exhibit 10(iii)(A)(84) 

THE INTERPUBLIC GROUP OF COMPANIES, INC.
2009 PERFORMANCE INCENTIVE PLAN 

RESTRICTED STOCK AWARD AGREEMENT 

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants to the Participant named
below this award (the “Award”) of shares of the Company’s common stock (the “Shares”), which are restricted. The terms and conditions of the Award are set forth in this Award Agreement (this “Agreement”) and The
Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. 
 RESTRICTED STOCK AWARD AGREEMENT 
  

															
	  
 Date of Award
  
	  	  
             <date>
  
	  	  
 Participant’s Name
  
	  	  
 <name>
  

	  
 Number of
Shares
  
	  	<number>


									
	Restrictions	 	Subject to the terms and conditions of this Agreement and the Plan, including the restrictions set forth in Section 6(d) of
the Plan, the Participant shall be the owner of record of the Shares granted under this Award and shall have all rights of a shareholder of the Company.
	Lapse of Restrictions	 	Subject to the (i) terms of the Plan and (ii) Participant’s execution of the non-solicitation and non-service agreement
that is attached hereto as Exhibit B, the restrictions on the above-mentioned Shares shall lapse on the third anniversary of the Date of Award set forth above.

 The provisions of the Plan are incorporated herein by reference. All capitalized terms that are not defined in this Agreement have the meanings set forth in the Plan. In case of any conflict between this
Agreement and the Plan, the terms of the Plan shall control. 
 Please (i) review the rest of this Agreement, the Plan
document and the non-solicitation and non-service agreement attached hereto as Exhibit B, and (ii) execute this Agreement and Exhibit B by checking the box below. 
 By checking the box below, you are effectively executing and agree to be bound by the terms and conditions of (i) this Agreement (including the terms under “Forfeiture of Award”) and
(ii) the non-solicitation and non-service agreement attached hereto as Exhibit B. 
 THE
INTERPUBLIC GROUP OF COMPANIES, INC. 
 Fabrizio
Alcobe-Fierro 
 Senior Vice President, Global Compensation 

I have read this Agreement, the Plan, and Exhibit B and I understand and agree to their terms and conditions. 

 

	
	  

	Participant’s Signature,
	to be provided electronically









 THE INTERPUBLIC GROUP OF
COMPANIES, INC. 2009 PERFORMANCE INCENTIVE PLAN 
 RESTRICTED STOCK AWARD AGREEMENT 
 The following terms and conditions supplement the terms of the Plan: 
  

			
	Section 83(b) Election	 	 Ordinarily, restricted Shares are not subject to U.S. federal
income or employment taxes until the restrictions are lifted. However, the Participant may make an election (a “Section 83(b) election”) to be taxed (for U.S. federal income and employment tax purposes) on the fair market value of the
Shares when the Restricted Stock Award is granted. To make a Section 83(b) election, the Participant must (i) file the Section 83(b) election with the IRS and the Company within 30 days after the date of the Restricted Stock Award set forth on
the cover page and (ii) attach a copy of the Section 83(b) election to his or her tax return.
  
 Please consult your tax adviser for more information about the consequences of making a Section 83(b) election.

	Dividends	 	Any dividends or distributions that are paid with respect to the Shares granted under this Restricted Stock Award (regardless of whether
such dividends are paid in cash or Shares) shall be subject to the same risk of forfeiture (and restrictions, if the dividends are paid in Shares) as applies to the Shares granted under this Award.
	Withholding	 	As set forth in the Plan, the Company may be required to withhold income and employment taxes when the restrictions on the Shares lapse or
when the Participant makes a Section 83(b) election. The Company will withhold the necessary number of shares to pay such taxes, unless the Participant indicates via the Company’s stock plan administrator, currently UBS Financial Services, no
later than two (2) business days prior to the date the restrictions lapse, that he/she will pay the taxes in another manner. The Participant remains responsible at all times for paying any income and employment taxes with respect to this Award. If
the Participant relocates to another jurisdiction, the Participant is responsible for notifying the Company of such relocation and is responsible for compliance with all applicable tax requirements. Neither the Company nor any of its affiliates are
responsible for any liability or penalty relating to taxes (including excise taxes) on compensation (including imputed compensation) or other income attributed to the Participant (or a Beneficiary) pursuant to this Agreement, whether as a result of
failing to make timely payments of tax or otherwise.
	Compliance with Local Laws	 	Notwithstanding anything to the contrary contained in this Agreement, the Company may, in its sole discretion, settle any
vested award in the form of a cash payment to the extent settlement in Shares is prohibited under local law, or would require the Participant, the Company or the employer to obtain the approval of any governmental and/or regulatory body in the
Participant’s country of residence (or country of employment, if different).
	Forfeiture of Award	 	Before accepting this Award, the Participant must disclose to the Company in writing all grants to the Participant of options, shares and
other equity rights with respect to any Subsidiary of the Company (“Subsidiary Grants”) that are still outstanding. Failure to disclose in writing the existence of any such outstanding Subsidiary Grants shall result in immediate
cancellation and forfeiture of the Award set forth in this Agreement, unless the Compensation Committee determines in its sole discretion that such failure was reasonable under the circumstances.
	Interpretation and Construction	 	This Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other
determination by the Committee (including, but not limited to, correction of any defect or omission and reconciliation of any inconsistency in the Agreement or the Plan) shall be binding and conclusive.
	Entire Understanding	 	This Agreement, the terms of the Plan and the non-solicitation and non-service agreement attached hereto as Exhibit B constitute the entire understanding between the Participant
and the Company and its Affiliates regarding this Award. Any prior agreements, commitments, or negotiations concerning this Award are superseded.


  
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