2009 PIP Restricted Stock Unit Award Agreement



 Exhibit 10(iii)(A)(85) 

THE INTERPUBLIC GROUP OF COMPANIES, INC.
2009 PERFORMANCE INCENTIVE PLAN 
 RESTRICTED
STOCK UNIT AWARD AGREEMENT 
 THE INTERPUBLIC GROUP OF
COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants to the Participant named below an award (the “Award”) of Restricted Stock Units (“RSUs”), payable in cash, based on the value of the
corresponding number of shares of the Company’s common stock (the “Shares”)on the vesting date. The terms and conditions of the Award are set forth in this Award Agreement (the “Agreement”) and The Interpublic Group of
Companies, Inc. 2009 Performance Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. 

RESTRICTED STOCK UNIT AWARD AGREEMENT

  

			
	 Date of Award

 
	 	Participant’s Name


					
	 Number of RSUs

 

	Vesting of RSUs	  	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 for the RSUs is the third anniversary of the Date of Award set forth above.
	Payment Date	  	Subject to the vesting conditions set forth herein and the terms of the Plan, the payment date shall occur during the calendar
year prescribed by Section 6(f) 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).

 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 UNIT AWARD
AGREEMENT 
 The following terms and conditions supplement the terms of the Plan:

  

			
	Amount of RSU Payment	  	Payment of vested RSUs shall be made in cash at the time set forth in the cover page. The amount of the payment
(before withholding) shall be equal to the fair market value of one Share multiplied by the number of the Participant’s RSUs. For purposes of the preceding sentence, the fair market value of one Share shall be the average of the high and low
sales price of a Share on the vesting date (or last trading day preceding the vesting date if the vesting date falls on a day that the market is closed).
	Tax Withholding	  	As set forth in the Plan, the Company may be required to withhold income and employment taxes with respect to this Award. 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 country, 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. 
	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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