2009 PIP Combined Performance Share and Performance Cash Award Agreement



 Exhibit 10(iii)(A)(87) 

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

COMBINED PERFORMANCE SHARE AND PERFORMANCE
CASH AWARD AGREEMENT 
 THE INTERPUBLIC GROUP OF
COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants a Performance Share Award (the “Award”) to be settled in cash and/or shares of the Company’s common stock (the “Shares”) to the Participant
named below and a Performance Cash Award (“Performance Cash Award” and together with the Shares, the “Combined Award”) to be settled     % in cash and     % in Shares. The
terms and conditions of the Combined 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.

 PERFORMANCE SHARE AWARD AGREEMENT

  

															
	Date of Award	  	<  >	  	 	  	Participant’s Name	  	<  >


															
	 Target Number of Shares to be

Awarded Upon Vesting
	  	<    >


															
	Performance Period	 	                     to
                                .
	 


			
	Vesting Date	  	 Subject to the (i) provisions of the Plan and (ii) Participant’s execution of the non-solicitation and non-service agreement
that is attached hereto as Exhibit B, the scheduled vesting date is the          anniversary of the Date of Award, or such later date as specified in the following paragraph.

 
 Notwithstanding any other provision of this Agreement, if the audit to the
Company’s consolidated financial statements for the years included in the Performance Period (the “Audited Financials”) has not been completed more than fifteen (15) days prior to the date specified above, the vesting date shall be
delayed until the earlier of (i) the thirtieth (30th) day after the completion of the Audited Financials for the years included in the Performance Period or (ii) the date the Actual Shares Awarded (as defined below) are delivered. Unless
the Committee or its designee determines otherwise in its sole discretion, any portion of this Award that is not vested on the date the Participant ceases to be an employee of the Company and its Affiliates shall be forfeited.

	 
	 Actual Shares

Awarded
	  	The “Actual Shares Awarded” (to the extent vested) shall be between 0 and      times the “Target Number of Shares to be Awarded Upon
Vesting,” as determined by the Committee based on performance against the financial metrics described in the Award Letter from Interpublic (the “Performance Criteria”). [Form of Actual Payment Amount may be made in cash, Shares, or a
combination as prescribed in Section 7(b) of the Plan].
	 
	Payment Date	  	Subject to the provisions of the Plan, the Actual Shares Awarded (to the extent vested) shall be paid to the Participant during the calendar year prescribed by Section 7(b) of
the Plan, no later than the last day of the “applicable 2  1/2 month period,” as defined in Treas. Reg. Section 1.409A-1(b)(4)(i)(A).
	 

 PERFORMANCE
CASH AWARD AGREEMENT 
  

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



	
	Target Amount to be Paid Upon Vesting
            <amount>.
	


	
	Performance Period
                     through
                                .
	


			
	Vesting Date	  	 Subject to the (i) provisions of the Plan and (ii) Participant’s execution of the non-solicitation and non-service agreement
that is attached hereto as Exhibit B, the scheduled vesting date is the third anniversary of the Date of Award, or such later date as specified in the following paragraph.

 
 Notwithstanding any other provision of this Agreement, if the audit of the
Company’s consolidated financial statements for the years included in the Performance Period (the “Audited Financials”) has not been completed more than fifteen (15) days before the vesting date set forth above, the vesting date shall
be delayed until the earlier of (i) the thirtieth (30th) day after the completion of the Audited Financials for the years included in the Performance Period or (ii) the date the Actual Payment Amount (as defined below) is paid. Except as
otherwise provided in the Plan, any portion of this Performance Cash Award that is not vested on the date the Participant ceases to be an employee of the Company and its Affiliates shall be forfeited.

	 
	 Actual Payment

Amount
	  	The “Actual Payment Amount” (to the extent vested) shall be between 0 and      times the “Target Amount to be Paid Upon Vesting,”
as determined by the Committee based on performance against the financial metrics described in the Award Letter from Interpublic (the “Performance Criteria”).
	 
	Payment Date	  	Subject to the vesting conditions set forth herein and the provisions of the Plan, the Actual Payment Amount shall be paid to the Participant during the calendar year prescribed
by Section 8(b) of the Plan no later than the last day of the “applicable 2  1/2 month period,” as defined in Treas. Reg. Section 1.409A-1(b)(4)(i)(A).
	 

 Please review the
remaining pages of this Agreement, the Plan document and Exhibit B, and execute the Agreement where indicated below. 







 THE INTERPUBLIC GROUP OF
COMPANIES 2009 PERFORMANCE INCENTIVE PLAN 

Performance Share Award Agreement 
 The following terms and conditions supplement the terms of the Plan: 
  

			
	 Achievement of
 Performance Criteria
	  	Subject to the terms of the Plan, the Committee shall have sole and exclusive discretion to determine whether and the extent to which the
applicable Performance Criteria have been achieved, and the corresponding number of Actual Shares Awarded. Except in the case of death, Disability, or a Change of Control, no payment shall be made pursuant to this Award unless the Committee has
certified in writing that the Performance Criteria and all other material terms of the Award have been satisfied.
	Tax Withholding	  	As set forth in the Plan, the Company may be required to withhold income and employment taxes when Shares are transferred to the Participant.
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 vesting
date that he/she will pay the taxes in another manner. In any event, 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 is 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 the Participant 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.


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

			
	 Achievement of

Performance Criteria
	  	Subject to the terms of the Plan, the Committee shall have sole and exclusive discretion to determine whether
and the extent to which the applicable Performance Criteria have been achieved, and the corresponding amount that is payable pursuant to this Performance Cash Award. Except in the case of death, Disability, or a Change of Control, no payment shall
be made pursuant to this Performance Cash Award before the Committee has certified in writing that the Performance Criteria and all other material terms of this Performance Cash Award have been satisfied.
	Withholding	  	As set forth in the Plan, the Company may be required to withhold income and employment taxes when the Performance Cash Award is paid to the
Participant. The Participant remains responsible at all times for paying any income and employment taxes with respect to this Performance Cash 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 the Participant 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.


  
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 CONSTRUCTION AND INTERPRETATION
OF COMBINED AWARD AGREEMENT 
 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. 
 This Agreement, the Award Letter from
Interpublic, 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 Combined Award. Any
prior agreements, commitments, or negotiations concerning this Combined Award are superseded. 
 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. Except as expressly provided herein, in case of any conflict between this Agreement and the Plan, the terms of
the Plan shall control. 
 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



  
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