IPG 6.30.14 10Q Exhibit 10(iii)(A)(1)




Exhibit 10(iii)(A)(1)
FORM FOR NEW PARTICIPANTS
Note:  This form should not be used for benefit increases.


Received by HR ____________________




The Interpublic Capital Accumulation Plan
Participation Agreement
WHEREAS, _______________________________ (the “Participant”) is a key executive of The Interpublic Group of Companies, Inc. (“Interpublic”) and its subsidiaries, and has been approved by Interpublic’s Management Human Resources Committee to participate in The Interpublic Capital Accumulation Plan (“CAP”);
WHEREAS, the Participant has received and reviewed the pamphlet entitled “The Interpublic Capital Accumulation Plan,” as amended and restated effective August 1, 2014, which sets forth the basic terms and conditions of CAP (such pamphlet, as in effect and 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 account and other rights and responsibilities under CAP 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 __________; provided, however, that if the Participant does not execute the Participation Agreement and return it to Interpublic’s Human Resources Department by _______________ [insert the 30th day after he first became eligible to participate in CAP], this Participation Agreement shall not be effective until the next January 1st after [he] [she] returns the executed Participation Agreement to Interpublic’s Human Resources Department.


		
	2.
	Credit Amount.  


		
	•
	Subject to execution and return of this Participant Agreement by the deadline set forth above, the Participant’s dollar credit under CAP for calendar year __________ [insert year in which Participation Agreement first becomes effective] shall be $____________ [insert amount of prorated credit].


		
	•
	The Participant’s annual dollar credit under CAP for each full calendar year that starts after [he] [she] returns an executed copy of this Participation Agreement to Interpublic’s Human Resources Department shall be $_____________.


Dollar credits shall be credited to the Participant’s CAP Account only at the time, and under the circumstances, specified by the Plan Document.
		
	3.
	Interest.  The Participant’s CAP Account shall be credited with interest on December 31st of each 



DC: 949267-32






calendar year, starting with the first calendar year that starts after the first dollar credit is added to the Participant’s CAP Account, at the rate specified by the Plan Document.  For 2014, the interest rate is 3.04%.  
		
	4.
	Vesting.  Subject to paragraphs 5, 6, and 7, 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 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 30th day after he first became eligible to participate in CAP], the scheduled vesting date will be ________________ [insert the third anniversary of effective date].


		
	•
	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 third calendar year that starts after the Participant returns an executed copy of this Participation Agreement to Interpublic’s Human Resources Department.


		
	5.
	Release.  The Participant’s right to receive any payments under CAP is conditioned on executing the release described in the Plan Document by the deadline set forth therein, and not revoking such release.  If the Participant fails to execute such release by the applicable deadline, or the Participant revokes such release, [he] [she] shall forfeit [his] [her] the entire balance of [his] [her] CAP account and return the interest portion of any payments previously received under CAP.  


		
	6.
	Termination for Cause.  If the Participant’s employment with Interpublic and its Subsidiaries is terminated for Cause (as defined in the Plan Document), [he] [she] shall forfeit [his] [her] entire account balance.  


		
	7.
	Non-Competition, Non-Solicitation and Prohibited Activities.  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 Client (as defined below); (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; or (d) engage in a Prohibited Activity (as defined below).  


“Client” includes any person (including a company or other entity) that, as of the date of the Participant’s termination of employment or at any time during the two-year period ending with the Participant’s termination of employment, is or was (i) a client of the Participant’s Business Unit or (ii) a prospective client with whom the Participant had direct contact.
“Prohibited Activity” includes: (i) any activity that would give rise to termination for Cause (as defined in the Plan Document); (ii) a material violation of any rule, policy or procedure of Interpublic or the Participant’s Business Unit, including but not limited to the Code of Conduct of Interpublic and any such Business Unit; or (iii) any other conduct or act that Interpublic’s 





Management Human Resources Committee (“MHRC”) or the Compensation and Leadership Talent Committee of Interpublic’s Board of Directors (the “Compensation Committee”) determines is injurious, detrimental, or prejudicial to any interest of Interpublic.  
If the Participant breaches any provision of this paragraph 7, [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.
		
	8.
	Time and Form of Payment.  The Participant’s vested benefit under CAP (if any) shall be paid in a lump sum at the time prescribed by the Plan Document.  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.


		
	9.
	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.


		
	10.
	Complete Statement and Amendment.  This Participation Agreement is a complete statement of the Participant’s benefit and other rights under CAP.  The terms of this Participation Agreement may be amended at any time to the extent permitted by the Plan  Document.


		
	11.
	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.




	
			
	*
	*
	*









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:     _______________________________
            Ken Lareau
            Vice President, Global Compensation
	

              ______________________________

	

DATE:  ______________________________
	

DATE:  _______________________________






Return to Interpublic’s Human Resources Department.




	
	
	For HR Use Only


Effective Date:  _______________


Vesting Date:    _______________


First Dollar Credit:  $_____________, to be credited on December 31, ________


First Interest Credit:  To be credited on December 31, _______

























BENEFICIARY DESIGNATION: Capital Accumulation Plan                
	
	
	 




Participant’s Name______________________________________________ Soc. Sec. No:  ______________________________
Home Address ____________________________________________________________________________________________
City________________________________________________ State _____________________________Zip________________
Date of Birth _____________________________
Daytime Telephone Number ___________________________ Evening Telephone Number ____________________________
q   Please check box if your address has changed within the last year.        q I am married.    q 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




	
	
	 









Exhibit 10(iii)(A)(1)

























	
	
	 






THE INTERPUBLIC CAPITAL ACCUMULATION PLAN


	
	
	 


































Amended and Restated
Effective August 1, 2014



	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






TABLE OF CONTENTS
INTRODUCTION AND PLAN HIGHLIGHTS.........................................................................    1
ELIGIBILITY AND EFFECTIVE DATE OF PARTICIPATION AGREEMENT..................    2
YOUR BENEFIT............................................................................................................................    3
Benefit Increases and Decreases..................................................................................................    4
VESTING AND FORFEITURE...................................................................................................    4
General Rule................................................................................................................................    4
Release.........................................................................................................................................    5
Forfeiture......................................................................................................................................    5
PAYMENTS UNDER THE PLAN...............................................................................................    5
When Payments Start...................................................................................................................    5
Form of Payment..........................................................................................................................    6
DISABILITY..................................................................................................................................    7
DEATH BENEFITS.......................................................................................................................    7
Amount, Form, and Time of Death Benefit.................................................................................    7
Designating Your Beneficiary......................................................................................................    8
CHANGE OF CONTROL............................................................................................................    8
Special Vesting, Accrual, and Payment Rules..............................................................................    8
Deferred Compensation Trust......................................................................................................    9
Reduction of Benefits After a Change of Control......................................................................    10
MISCELLANEOUS.....................................................................................................................    10
Plan Administration and Review of Decisions...........................................................................10
Participation Agreement, Amendment, and Termination...........................................................    10
Successors to Interpublic............................................................................................................    11
Coordination with Other Benefits..............................................................................................    11
Nature of Your Account Balance and Plan Assets.....................................................................    12
Assignment and Alienation........................................................................................................    12
Withholding and Other Tax Consequences................................................................................    12
Authority to Determine Payment Date.......................................................................................    12
Compliance with Tax Code § 409A...........................................................................................    12
Mailing Address.........................................................................................................................    13
Overpayments............................................................................................................................    13
Incapacity and Minor Status......................................................................................................    13
Continued Employment.............................................................................................................    13
Liability Limited........................................................................................................................    13
Titles and Headings Not to Control...........................................................................................    13
Severability.................................................................................................................................    13
Variations in Plan Terms............................................................................................................    14
Complete Statement of the Plan.................................................................................................    14
CLAIMS AND APPEALS...........................................................................................................    14
Initial Claims..............................................................................................................................    14
Appeals.......................................................................................................................................    15
Other Rules and Rights Regarding Claims and Appeals............................................................    16
GLOSSARY OF KEY TERMS...................................................................................................    16

	
			
	CAPITAL ACCUMULATION PLAN


	 
	TABLE OF CONTENTS






        




	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






EXHIBIT A:  SAMPLE RELEASE LANGUAGE...................................................................    21




As required by Treasury Department Circular 230, we inform you that (1) any statement regarding federal tax law contained in this pamphlet is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties that may be imposed on you by the Internal Revenue Service, (2) any such statement was written to support the promotion or marketing of the Plan, and (3) you should seek tax advice based on your individual circumstances from an independent tax advisor.





	
			
	CAPITAL ACCUMULATION PLAN


	 
	TABLE OF CONTENTS






        




	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






INTRODUCTION AND PLAN HIGHLIGHTS
This pamphlet sets forth the basic terms of The Interpublic Capital Accumulation Plan, as amended and restated effective August 1, 2014. Capitalized terms used in this pamphlet are defined in the Glossary of Key Terms, at the end of the pamphlet.
The Plan is sponsored by Interpublic and has been in effect since August 2003. Your rights and responsibilities under the Plan are also governed by your Participation Agreement with Interpublic. Your Participation Agreement incorporates this pamphlet by reference — which means that this pamphlet is part of your Participation Agreement.
The Plan is unfunded and is designed primarily to provide deferred compensation for a select group of senior management employees of Interpublic and its Subsidiaries. The Plan is excepted from most of the requirements of ERISA.
The benefits provided under the Plan are offered to secure your goodwill, loyalty, and achievement, as well as to attract and retain other executives of outstanding competence. The Plan does not, however, give you the right to continue in the employ of Interpublic or its Subsidiaries, or to receive annual compensation of any particular amount.
Key features of the Plan include the following:
		
	•
	Eligibility to participate in the Plan must be approved by the MHRC. (See “Eligibility and Effective Date of Participation Agreement.”)


		
	•
	Your benefit under the Plan is expressed as an account balance — the total of all of the dollar amounts that have been entered in a bookkeeping account maintained for you under the Plan reduced by any previous distributions to you under the Plan and also reduced by any amounts that you have forfeited under the Plan.


		
	•
	Each year, as long as your Participation Agreement remains in effect, a dollar credit will be added to your account. The amount of the dollar credit is set forth in your Participation Agreement. In general, the dollar credit amount will be added to your account for a year only if you are an active employee participating in the Plan on December 31st of that year. However, special rules apply if your employment is terminated involuntarily without Cause or you resign for Good Reason. In addition, interest will be added to your account each December 31st.  (See “Your Benefit.”)


		
	•
	You may forfeit (or lose) your account balance under the Plan before you become vested. Subject to special rules that apply after a Change of Control, you vest in your account balance after you have participated in the Plan for three years. However, even after you vest, you will forfeit the interest that has been added to your account if you violate any restrictive covenant under your Participation Agreement; and additional forfeiture rules apply if your employment is terminated for Cause or you do not execute a required release. (See “Vesting and Forfeiture.”)


		
	•
	In general, Interpublic will pay (or begin to pay, if you are receiving monthly installments) your vested benefit under the Plan during the first month that starts on or after the second anniversary of your Termination of Employment. (See “When Payments Start.”)  However, special rules apply (a) if you terminate employment at age 66 or older, (b) if you die before payments start, and (c) in the event of a Change of Control. (See “When Payments Start,” “Death Benefits” and “Change of Control.”)



	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






		
	•
	If your participation was approved on or after August 1, 2014 your vested benefit under the Plan will be paid in a lump sum.  If your participation was approved before August 1, 2014, your vested benefit will be paid in the form specified in your Participation Agreement (generally a lump sum or monthly installments over 10 or 15 years). In any event, if your employment terminates before you reach age 55 or before you complete five years of participation in the Plan, your vested benefit will automatically be paid in a lump sum. (See “Form of Payment.”)  Also, special rules apply after a Change of Control. (See “Change of Control.”)


		
	•
	The Plan is not funded. This means that the promise to pay benefits under the Plan is not backed up by a trust fund or by any other dedicated assets and that, as a Plan participant, you are a general unsecured creditor of Interpublic. Although special rules apply in the event of a Change of Control, those rules do not change your status as a general unsecured creditor. (See “Change of Control” and “Nature of Your Account Balance and Plan Assets.”)


		
	•
	Your benefits under the Plan are in addition to, and independent of, any benefits to which you may be entitled under other benefit plans sponsored by Interpublic.


ELIGIBILITY AND EFFECTIVE DATE OF PARTICIPATION AGREEMENT
The Plan is designed to benefit key executives of Interpublic and its Subsidiaries.  You are eligible to participate in the Plan only if your participation is approved by the MHRC.
If you are eligible to participate in the Plan, you will become a participant after you execute your Participation Agreement.  Your Participation Agreement and any amendment to your Participation Agreement will become effective on the date set forth in your Participation Agreement or amendment.  
Your effective date is conditioned on returning your signed Participation Agreement to Interpublic by the deadline specified in your Participation Agreement.  If you miss the specified deadline, your Participation Agreement will not be effective until the next January 1st after you return your signed Participation Agreement.
Different rules applied if your participation was approved before August 1, 2014.

	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






YOUR BENEFIT
Your benefit under the Plan is expressed as an account balance.
		
	•
	On December 31st of each year (starting with the year in which your Participation Agreement becomes effective), if you are actively employed by Interpublic or a Subsidiary (and your participation in the Plan has not ended), the amount of the annual dollar credit set forth in your Participation Agreement will be added to your account. If your Participation Agreement becomes effective on a date other than January 1st, the dollar credit amount for your first year of participation will be pro-rated. The applicable dollar credit for a year will be added to your account only if you are an active employee participating in the Plan on December 31st of that year.    


		
	•
	If (a) your employment with Interpublic and its Subsidiaries is terminated involuntarily without Cause or (b) you resign from employment with Interpublic and its Subsidiaries for Good Reason, an additional amount will be added to your account as of December 31st of the year in which your Termination of Employment occurs.  The additional amount will equal the sum of the dollar credits that would have been added to your account on each December 31st after your Termination of Employment if you had continued working for Interpublic (as an active participant in the Plan) through your Severance Completion Date. (Unless your Severance Completion Date occurs on December 31st, you will not receive a dollar credit for the year in which your Severance Completion Date occurs.)  


Your account will also be credited with interest on December 31st of each year until your vested account balance is paid in full. The amount of interest added to your account on each December 31st will be based on your account balance on that date, excluding the amount of any dollar credit that is added to your account on the same date.
		
	•
	Effective for calendar years after 2005, the interest rate is the 10-year U.S. Treasury yield curve annual rate (also known as the “constant maturity rate”) as of the last business day of the immediately preceding calendar year, as published by the U.S. Department of Treasury’s Office of Debt Management.


		
	•
	For calendar years before 2006, the interest rate was set annually by the MHRC.


Unless the last payment of your vested account balance happens to be made on December 31st, interest will not be added to your account in the year the last payment is made.

	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






	
	
	EXAMPLE. Suppose you sign a Participation Agreement specifying an annual dollar credit of $25,000, effective July 1, 2014, and the Plan’s annual interest rate is 2%.
•    On December 31, 2014, $12,500 (1/2 of $25,000, because you participated in the Plan for only 1/2 of the year) would be added to your account. Your account balance as of January 1, 2015 would be $12,500.
•    On December 31, 2015, your account would be credited with $250 (2% of $12,500) in interest, and a dollar credit of $25,000 would be added to your account. Your account balance as of January 1, 2016 would be $37,750 ($12,500 + $250 + $25,000).
If your Participation Agreement remains in effect and is not amended, annual dollar credits and interest will be added to your account each December 31st if you are still an active employee participating in the Plan on that December 31st. After you terminate employment, your account will be credited with interest on each December 31st until your vested account balance is paid in full. (As explained above, your account will not be credited with interest for the year in which the last payment is made, unless the last payment is made on December 31st.)




Your account balance is subject to forfeiture until it becomes fully vested. The vesting rules are described under “Vesting and Forfeiture,” below. Also, special rules apply after a Change of Control. (See “Change of Control,” below.)
BENEFIT INCREASES AND DECREASES
The amount of your annual dollar credit under the Plan may be increased or decreased (including to zero) from time to time.  Any change in the amount of the annual dollar credit will be set forth in an amendment to your Participation Agreement or in a new Participation Agreement.  Except during the three-year period following a Change of Control, your consent is not required for any change to your dollar credit for periods after the change is made.
VESTING AND FORFEITURE
GENERAL RULE
In general, you will vest in your account balance after you have participated in the Plan for three years.
		
	•
	If (a) your employment with Interpublic and its Subsidiaries is terminated involuntarily without Cause or (b) you resign from employment with Interpublic and its Subsidiaries for Good Reason, you will receive service credit as if you had participated in the Plan through your Severance Completion Date.


For example, if your employment with Interpublic is terminated involuntarily without Cause after you participated in the Plan for two years, and you are eligible to receive Severance Pay in installments for 12 months after your Termination of Employment, you will have three years of service credit (2 years of active participation plus one year of severance). As a result, your account would be fully vested.
		
	•
	Participation in any predecessor plan, including an ESBA, will not count toward the three years of participation required for vesting.


		
	•
	Special rules apply after a Change of Control. (See “Change of Control,” below.)





	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






RELEASE
Effective August 1, 2014, to receive a benefit under the Plan, you must execute a release that is acceptable to Interpublic no later than 45 days after your Termination Date, and you must not revoke the release.  Sample release language appears at Exhibit A.  If you do not sign the release by the deadline (or you revoke the release) your benefit under the Plan will be forfeited, even if you previously satisfied the vesting conditions.
The release requirement does not apply if your participation in the Plan was approved before August 1, 2014.
FORFEITURE
You will forfeit (or lose) any portion of your benefit that is not vested upon your Termination of Employment (determined as if you had continued working for Interpublic, as an active participant in the Plan, through your Severance Completion Date). Any unvested account balance and years of participation that accrued before your Termination of Employment will not be reinstated, even if you are rehired.  In addition: 
		
	•
	You will forfeit all of the interest that has been or will be credited to your account if you violate a restrictive covenant set forth in your Participation Agreement.  Effective August 1, 2014, the restrictive covenants generally prohibit competition, solicitation of certain current, former, and prospective clients and employees, and any other Prohibited Activity (as defined in your Participation Agreement).


		
	•
	Effective August 1, 2014, you will forfeit your entire benefit if your employment is terminated for Cause or you fail to execute (or you revoke) the release described above.  (The release is not required if your participation in the Plan was approved before August 1, 2014.)


PAYMENTS UNDER THE PLAN
WHEN PAYMENTS START
Subject to special rules that apply after a Change of Control (see “Change of Control,” below), Interpublic will start paying your vested benefit during the first month that starts on or after the second anniversary of your Termination of Employment.
However, the two-year wait will not apply if your participation in the Plan was approved on or after August 1, 2014, and you terminate employment at age 66 or older.  In that case, Interpublic will pay your vested benefit, if any, as of the first day of the later of (a) the seventh month that starts after your Termination of Employment or (b) the first month that starts on or after your 68th birthday.
For example, if your employment with Interpublic and its Subsidiaries terminates on June 15, 2015, before you reach age 66, Interpublic would make the first payment in July 2017.

	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






	
	
	EXAMPLE. Suppose your Participation Agreement provides for an annual dollar credit of $25,000 and the Plan’s annual interest rate is 2%. If your employment is terminated involuntarily without Cause on June 15, 2015, before you reach age 66 but after your account is fully vested, and you are eligible to receive Severance Pay in installments for 12 months after your Termination of Employment —
•    Your Severance Completion Date would be on or about June 15, 2016. Accordingly, as of December 31, 2015, $25,000 (the dollar amount that would have been added to your account on December 31, 2015, if you had continued working, as an active participant in the Plan, through your Severance Completion Date) will be added to your account.
•    On December 31, 2015, your account (excluding the $25,000 added on December 31, 2015) would be credited with interest in an amount equal to 2% of your account balance as of December 31, 2015.
•    On December 31, 2016, your account would be credited with interest in an amount equal to 2% of your account balance as of December 31, 2016.
•    In July 2017, Interpublic would pay your benefit.  The amount paid to you would be your vested account balance as of December 31, 2016. You would not receive interest for the period from December 31, 2016 until your account balance is paid to you.






FORM OF PAYMENT
If your participation in the Plan was approved on or after August 1, 2014, Interpublic will pay your benefit in a lump sum.  
If your participation was approved before August 1, 2014, Interpublic will pay your benefit in the form specified in your Participation Agreement (generally a lump sum or monthly installments over 10 or 15 years).  However, if your employment terminates before age 55, or before you have completed at least five years of participation in the Plan, Interpublic will automatically pay your benefit in a lump sum, regardless of the form specified in your Participation Agreement.
If your benefit is paid in installments, the amount to be paid each year will be determined by dividing your vested account balance (determined as of the date when payments begin and, in succeeding years, as of the anniversary of that date) by the remaining number of annual installments. The amount of each monthly installment in a year will be 1/12th of the amount to be paid in that year.
As installments are being paid, the unpaid portion of your vested account will continue to earn interest on December 31st of each year, at the Plan’s interest rate.



	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






	
	
	EXAMPLE. Suppose your vested account balance is $500,000, your benefit is to be paid in installments over 10 years, and the Plan’s annual interest rate is 2%.
•    In Year #1, you would receive $50,000, in monthly payments of $4,166.67 each.
Annual Amount = $500,000/10 = $50,000
Monthly Amount = $50,000/12 = $4,166.67
•    At the end of Year #1, your vested account balance would be $450,000 and $9,000 in interest would be added to your account.
$500,000 - $50,000 = $450,000
2% of $450,000 = $9,000
New Balance = $450,000 + $9,000 = $459,000
•    In Year #2, when 9 annual payments remain, you would receive $51,000, in monthly payments of $4,250.00 each.
Annual Amount = $459,000/9 = $51,000
Monthly Amount = $51,000/12 = $4,250


Payments would continue, and interest would continue to be credited, according to the process described above, until your vested account balance is paid in full.  Your final installment payment would include interest credited to your account on the last December 31st before the final installment is paid.  (As explained above, you would not receive interest for the period from that December 31st until the last installment is paid.)






The Plan does not allow you to change the form in which your vested benefit will be paid.
DISABILITY
If you become disabled while employed, you will continue to earn dollar credits and to accumulate years of Plan participation until your Termination of Employment, and interest credits will continue to be added each year until your vested account balance is paid in full.  Payments will start after your Termination of Employment in accordance with the payment timing rules described in this pamphlet. (See “Payments Under the Plan,” above.)
The date of your Termination of Employment will be determined in accordance with the Plan’s definition of “Termination of Employment.”
DEATH BENEFITS
AMOUNT, FORM, AND TIME OF DEATH BENEFIT
If you die before your vested account balance is paid in full, a beneficiary (or beneficiaries) whom you select will be entitled to receive your remaining vested account balance in a lump sum. Interpublic will pay the lump sum within 90 days after your death.



	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






DESIGNATING YOUR BENEFICIARY
You may designate one or more primary beneficiaries to receive your vested account balance after your death. You may also designate one or more contingent beneficiaries, who would receive any remaining vested account balance if all of your primary beneficiaries die before all payments have been made. You may change your beneficiaries at any time before your death by filing a new beneficiary designation form with Interpublic’s Human Resources Department.
If you are married on the date of your death, your beneficiary will be your spouse, unless you specify a different beneficiary. You may not designate a beneficiary other than your spouse, however, without your spouse’s written consent.
In the absence of an effective beneficiary designation (or if none of your primary or contingent beneficiaries are living), your vested account balance (if any) will be distributed, in the form set forth above, to the first of the following to survive you:
		
	•
	Your spouse;


		
	•
	Your children (to be divided equally);


		
	•
	Your parents;


		
	•
	Your brothers and sisters (to be divided equally); or


		
	•
	The executors or administrators of your will.


The form for making your initial beneficiary designation is attached to your Participation Agreement. You may obtain new beneficiary designation forms from Interpublic’s Human Resources Department.
CHANGE OF CONTROL
SPECIAL VESTING, ACCRUAL, AND PAYMENT RULES
Special Vesting and Accrual Rules
If, after a Change of Control, (a) your employment with Interpublic and its Subsidiaries is terminated involuntarily without Cause or (b) you resign from employment with Interpublic and its Subsidiaries for Good Reason:
		
	•
	Your account will immediately become fully vested (if not already vested), and


		
	•
	Interpublic will immediately credit your account with the sum of the annual dollar credits that would have been added to your account on each December 31st after your Termination of Employment if you had continued working for Interpublic (as an active participant in the Plan) through your Severance Completion Date.


Special Payment Rule
		
	•
	If your Termination of Employment (for any reason) occurs within two years after a Change of Control, Interpublic will pay your account balance (including any additional credits, as described above, if your employment is terminated involuntarily without Cause or you resign for Good 



	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






Reason) in a lump sum.
		
	Ø 
	Unless Interpublic determines that you are a Top-50 Employee, the lump-sum payment will be made within 30 days after your Termination of Employment.


		
	Ø
	If Interpublic determines that you are a Top-50 Employee, the lump-sum payment will be delayed until the earlier of (a) the first day of the seventh month that starts after your Termination of Employment or (b) the first day of the first month that starts after your death. You will not receive any special interest payments for the delay, but Interpublic will continue to add annual interest credits to your account each December 31st until your account balance is paid in full.


		
	•
	If your Termination of Employment occurs after the second anniversary of the Change of Control, Interpublic will pay your account balance (including the additional credits described above) at the time and in the form that would apply if there had not been a Change of Control.


DEFERRED COMPENSATION TRUST
Before a Change of Control, Interpublic must contribute to a Deferred Compensation Trust an amount equal to the then-present value of the sum of all benefits that would become payable under the Plan if Interpublic terminated all participants’ employment without Cause immediately after the Change of Control. The amount to be contributed will be determined by an Outside Auditor engaged by Interpublic at Interpublic’s expense.
For purposes of calculating the amount to be contributed to a Deferred Compensation Trust, the Outside Auditor will make the following assumptions:
		
	•
	The assumed annual rate of interest and discount rate will be the rate of interest to be credited to accounts (as described under “Your Benefit,” above) for the year in which the Change of Control occurs, and


		
	•
	Payment of the benefits described above would be due within 30 days after the Change of Control.


Assets that Interpublic or any Subsidiary contributes to the Deferred Compensation Trust are subject to the claims of the creditors of Interpublic or the Subsidiary (as the case may be) in the event of its bankruptcy or insolvency. The Deferred Compensation Trust will not change your status as a general unsecured creditor of Interpublic.

	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






REDUCTION OF BENEFITS AFTER A CHANGE OF CONTROL
It is possible that some or all of the benefit you receive after a Change of Control will be treated as an “excess parachute payment” that is subject to a 20% excise tax under Section 4999 of the Tax Code. If an Outside Auditor determines that any amount payable to you under the Plan is reasonably likely to trigger the 20% excise tax, your benefit under the Plan will be whichever of the following amounts results in a larger net benefit to you, after taxes (as determined by the Outside Auditor):
		
	•
	Your full benefit under the Plan, all or part of which might be subject to a 20% excise tax, or


		
	•
	Your benefit under the Plan, reduced to the extent the Outside Auditor determines is necessary to avoid triggering the 20% excise tax.


Interpublic will engage and pay the fees for the Outside Auditor to perform these calculations.
MISCELLANEOUS
PLAN ADMINISTRATION AND REVIEW OF DECISIONS
The Plan’s administrator is the MHRC. Before a Change of Control, the Plan’s administrator has complete and exclusive discretionary authority and responsibility to administer and interpret the Plan’s governing documents (including the authority to make findings of fact and to resolve ambiguities and inconsistencies in the Plan’s language, and to correct any inadvertent omissions). All decisions of the Plan’s administrator are considered to be final and controlling. Review by a court of any decision of the Plan’s administrator will be subject to the following standard of review:
		
	•
	Before a Change of Control, the standard of review will be the “arbitrary and capricious” standard, which means that the court will defer to the MHRC’s decision (or the decision of any successor to the MHRC), and will not overturn that decision unless the court concludes that the decision cannot be supported by the relevant facts and applicable law.


		
	•
	After a Change of Control, the standard of review will be “de novo,” which means that the court may overturn the MHRC’s decision (or the decision of any successor to the MHRC) if it disagrees with the decision.


The MHRC has authority to delegate any of its duties and responsibilities under the Plan as it deems appropriate. In addition, the MHRC may engage one or more persons to render advice with regard to any of its administration responsibilities. Any final decision by a delegate of the MHRC will be treated for purposes of the Plan as a decision of the MHRC.
PARTICIPATION AGREEMENT, AMENDMENT, AND TERMINATION
Your Participation Agreement sets forth specific terms relating to your benefit under the Plan. Your Participation Agreement, including any amendment to your Participation Agreement, is valid only if it is executed on behalf of Interpublic, by Interpublic’s Vice President, Global Compensation or a member of the MHRC.

	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






Although Interpublic intends to continue the Plan indefinitely, Interpublic reserves the right to amend or terminate the Plan and any Participation Agreement at any time, and from time to time, either retroactively or prospectively, without your consent. However, unless necessitated by a change in applicable law, an amendment or termination may not —
		
	•
	reduce the amount of your vested account balance as of the later of (a) the effective date of the amendment or termination or (b) the date the amendment or termination is adopted; or


		
	•
	result in a change to the form or time for paying your account balance under the Plan, unless Interpublic determines, based on the advice of counsel, that a change in the form or time of payment will not trigger adverse tax consequences.


In addition, any amendment or termination that is adopted or becomes effective during the three years following a Change of Control may not take away any of your rights, or relieve Interpublic of any of its obligations under the Plan, including those set forth in the section entitled “Change of Control,” above.
Subject to the restrictions set forth above, any amendment or termination may be adopted by resolution of the Compensation Committee.  In addition, the MHRC —
		
	•
	may make any amendment required to comply with federal or state law (including any tax law that could result in adverse tax consequences), or that is desirable to improve the administration of the Plan, if the amendment does not materially affect the level of benefits provided under the Plan to or on behalf of any participant; 


		
	•
	may change the amount of your annual dollar credit (including a reduction to zero) for future periods; and


		
	•
	has discretion to accelerate payment to the extent that Interpublic or the MHRC determines, with the advice of counsel, is permitted without violating the requirements of Section 409A of the Tax Code.


SUCCESSORS TO INTERPUBLIC
Interpublic shall require any successor to its business or its assets to assume the Plan expressly, absolutely, and unconditionally, and to administer the Plan in accordance with its terms. After a Change of Control, all references to Interpublic and its Subsidiaries shall be deemed to refer to Interpublic’s successor and its Subsidiaries.
COORDINATION WITH OTHER BENEFITS
Your benefit under the Plan is designed to be in addition to any benefits you earn under other benefit plans sponsored by Interpublic and its Subsidiaries. Except as expressly provided in another plan or in this Plan, your right to a benefit under the Plan will not affect the benefits under any other plan.

	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






NATURE OF YOUR ACCOUNT BALANCE AND PLAN ASSETS
The obligation to pay your vested account balance is a liability of Interpublic. Benefits under the Plan are not insured by the Pension Benefit Guaranty Corporation, and any assets that Interpublic or a Subsidiary sets aside to fund your vested account balance under the Plan, whether in a Deferred Compensation Trust or otherwise, will remain available to creditors of Interpublic or the Subsidiary (as the case may be) in the event of its bankruptcy or insolvency.
ASSIGNMENT AND ALIENATION
In general, your right to a benefit under the Plan (and the corresponding rights of your beneficiaries) may not be assigned, transferred, alienated, encumbered, or otherwise subject to lien. However, the Plan will comply with domestic relations orders that the Plan’s administrator determines are “qualified domestic relations orders” under ERISA.
WITHHOLDING AND OTHER TAX CONSEQUENCES
Interpublic will deduct from amounts paid or due to a participant or beneficiary under the Plan all income, employment, excise and other taxes that it reasonably determines are required to be withheld by any government or government agency, including taxes on income that is currently subject to tax even though it is not currently paid or payable to you.  All benefit amounts described in the Participation Agreement and Plan document are gross amounts, before reductions for withholding.  You (or your beneficiaries) are responsible for satisfying any remaining tax obligations (including any tax or penalty due as a result of a failure to comply with Section 409A of the Tax Code; see “Compliance with Tax Code § 409A,” below), to the extent that amounts withheld (if any) are insufficient.
AUTHORITY TO DETERMINE PAYMENT DATE
To the extent that any payment under the Plan may be made within a specified number of days on or after any date or the occurrence of any event, the date of payment shall be determined by Interpublic in its sole discretion, and not by any participant, beneficiary, or other individual.
COMPLIANCE WITH TAX CODE § 409A
Your benefit under the Plan is subject to Section 409A of the Tax Code, which imposes restrictions on deferred compensation arrangements like the Plan. Interpublic intends to operate, administer, and interpret the Plan in accordance with Section 409A. If the Compensation Committee or the MHRC determines in good faith that (a) any aspect of the Plan is inconsistent with the restrictions imposed by Section 409A (including guidance interpreting Section 409A) and (b) an amendment to the Plan could reduce or eliminate adverse tax consequences under Section 409A, the Compensation Committee or the MHRC may amend the Plan (including your Participation Agreement) without your consent to the extent that it determines, based on the advice of counsel, the amendment is necessary to reduce or eliminate such adverse tax consequences.

	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






MAILING ADDRESS
After you terminate employment with Interpublic and its Subsidiaries, you will receive periodic correspondence related to your benefit (if any) under the Plan. It is your responsibility to notify Interpublic’s Human Resources Department of any changes in your mailing address or in the mailing address of any of your beneficiaries (or contingent beneficiaries). Failure to update your address could delay distribution of your vested account balance.
OVERPAYMENTS
If an overpayment of benefits is made under the Plan, the amount of the overpayment may be set off against future payments under the Plan until the overpayment has been recovered. If no future payments are scheduled, you will be required to return the overpaid amount, and Interpublic may pursue any legal or equitable avenue to effectuate recovery.
INCAPACITY AND MINOR STATUS
If any individual entitled to a payment under the Plan is a minor, or is physically or mentally unable to care for his or her affairs, and another person or institution is maintaining custody over the individual entitled to receive the payment, payments under the Plan may be made, for the benefit of the individual entitled to payment, to the custodial person or institution, as applicable. If a court has appointed a guardian or representative of the individual entitled to payment, payment will be made to the guardian or representative. Any such payment will discharge the Plan’s liability, as if the payment were made to the individual entitled to payment.
CONTINUED EMPLOYMENT
Nothing in the Plan gives you the right to continue in the employment or service of Interpublic or its Subsidiaries, or to receive annual compensation in any particular amount. Conversely, nothing in the Plan gives Interpublic or any Subsidiary the right to require you to remain in its employ.
LIABILITY LIMITED
Except as and to the extent otherwise provided by applicable law, no liability will attach to or be incurred by the shareholders, directors, officers, or employees of Interpublic and its Subsidiaries under or by reason of any of the terms and conditions of the Plan.
TITLES AND HEADINGS NOT TO CONTROL
The titles and headings of sections of the Plan are for convenience of reference only. In the event of any conflict, the text of the Plan, rather than the titles or headings, will control.
SEVERABILITY
If any provision of the Plan is held illegal or invalid for any reason, other provisions will be unaffected. The Plan will be construed as if any illegal or invalid provision were never inserted.

	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






VARIATIONS IN PLAN TERMS
Your individual Participation Agreement may contain provisions that conflict with or are otherwise inconsistent with the terms set forth in this plan document. If so, the terms of your Participation Agreement will control.  For the avoidance of doubt, however, this plan document applies to the extent that any issue is not addressed in your Participation Agreement: silence in your Participation Agreement will not be construed as a conflict or inconsistency.
COMPLETE STATEMENT OF THE PLAN
This pamphlet and your Participation Agreement are a complete statement of your rights under the Plan. Any question regarding your rights under the Plan must be resolved by applying the terms of the Plan document and your Participation Agreement. External evidence of intent or meaning will not be relevant.
CLAIMS AND APPEALS
The Plan has specific procedures for making a claim for benefits. You must exhaust this claim and appeal process before you can file a lawsuit in court. The claim and appeal process has two levels: (1) the initial claim and (2) review on appeal. They operate as follows:
INITIAL CLAIMS
		
	1.
	Any benefit claim must be in writing and delivered to the MHRC, at the following address:


IPG Management Human Resources Committee
1114 Avenue of the Americas, 19th Floor
New York, NY 10036
Attn: Executive Vice President, Chief Strategy and Talent Officer
		
	2.
	The MHRC will generally review and decide each claim within 90 days after the claim is received. If the MHRC needs more time to decide your claim, the MHRC will notify you, and may extend the review period by up to an additional 90 days.


		
	Ø
	The time period within which the MHRC must decide your claim starts on the date the MHRC receives your claim, even if you do not submit all of the information needed to resolve your claim. However, if the MHRC needs more information to resolve your claim, you and the MHRC may agree to extend the period for making the decision. If you do not provide any requested information by the deadline that the MHRC sets, the MHRC will decide your claim based on the information it has as of the deadline. This might result in your claim being denied.


		
	Ø
	If your claim is not resolved within the time periods described above, you may consider your claim to have been denied. You may (a) contact the MHRC to determine whether your claim has, in fact, been denied, (b) file an appeal with the MHRC (following the procedures set forth in the “Appeals” section, below), or (c) bring a lawsuit under Section 502(a) of ERISA.


		
	3.
	When your claim is decided, the MHRC will issue a written decision. If your claim is wholly or partially denied, the decision will include —


		
	Ø
	the specific reason or reasons for denial of your claim;


		
	Ø
	references to the specific Plan provisions upon which the denial is based;



	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






		
	Ø
	a description of any additional material or information necessary to perfect your claim, and an explanation of why the material or information is necessary;


		
	Ø
	an explanation of the appeal procedures and the applicable time limits; and


		
	Ø
	a statement of your right to file a lawsuit under Section 502(a) of ERISA if your claim is denied after the MHRC reviews its initial decision.


APPEALS
		
	1.
	Within 60 days after you receive a written notice of denial of your claim (or the end of the time period for deciding your claim), you may file a written request with the MHRC, at the address shown above, for a full and fair review of its initial decision (an “appeal”).


		
	2.
	In connection with a request for review, you may —


		
	Ø
	submit written comments, documents, records and other information relating to your claim; and


		
	Ø
	receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information that the MHRC determines is relevant to your claim.


		
	3.
	The review on appeal will take into account all comments, documents, records and other information that you submit, regardless of whether the information was considered in the initial benefit determination. The MHRC will generally decide your appeal within 60 days after your request for review is received. If the MHRC needs more time, the MHRC will notify you, and the MHRC may extend the review period by up to an additional 60 days.


		
	Ø
	If the MHRC needs more information to decide your appeal, the period within which the MHRC must decide your appeal will automatically be extended. The length of the extension will be equal to the number of days from when the MHRC sends you a request for additional information until the earlier of (a) the date the MHRC receives the requested information or (b) the due date that the MHRC establishes for providing that information.


		
	Ø
	If your appeal is not resolved within the time periods described above, you may consider your appeal to have been denied. You may (a) contact the MHRC to determine whether your appeal has, in fact, been denied and/or (b) bring a lawsuit under Section 502(a) of ERISA.


		
	4. 
	When your appeal is decided, the MHRC will render a written decision. If your appeal is wholly or partially denied, the decision will include —


		
	Ø
	the specific reason or reasons for the decision;


		
	Ø
	references to the specific Plan provisions upon which the decision is based;


		
	Ø
	an explanation of your right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information that the MHRC determines is relevant to your claim for benefits; and


		
	Ø
	a statement of your right to bring a civil action under Section 502(a) of ERISA.



	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






OTHER RULES AND RIGHTS REGARDING CLAIMS AND APPEALS
		
	•
	You may authorize a representative to pursue any claim or appeal on your behalf. The MHRC may establish reasonable procedures for verifying that any representative has in fact been authorized to act on your behalf.


		
	•
	The Plan will be interpreted and enforced in accordance with the applicable provisions of ERISA and federal tax laws that apply to nonqualified deferred compensation. To the extent that state-law issues arise, New York law (exclusive of choice of law provisions) will govern.


GLOSSARY OF KEY TERMS
	
		
	 
	 

	Business Unit
	The business unit or units of Interpublic by which you are employed.

	Cause
	Cause for your employer to terminate your employment with Interpublic and its Subsidiaries, which will exist if —
•    you materially breach a provision in an employment agreement between you and Interpublic or a Subsidiary, and you do not cure that breach within 15 days after you receive written notice from your employer of the breach;
•    without written approval from Interpublic’s Board of Directors or the person to whom you report directly, you (a) misappropriate funds or property of Interpublic or a Subsidiary or (b) attempt to secure any personal profit related to the business of Interpublic or a Subsidiary;
•    you engage in conduct that Interpublic determines constitutes fraud, material dishonesty, gross negligence, gross malfeasance, insubordination, or willful misconduct in the performance of your duties as an employee of Interpublic or a Subsidiary, or you willfully fail to follow Interpublic’s code of conduct, unless your actions (or failure to act) are taken in good faith and do not cause material harm to Interpublic or a Subsidiary;
•    you refuse or fail to attempt in good faith (a) to perform your duties as an employee of Interpublic or a Subsidiary or (b) to follow a reasonable good-faith direction of Interpublic’s Board of Directors or the person to whom you report directly, and you do not cure the refusal or failure within 15 days after you receive written notice from your employer of the refusal or failure;
•    you commit, or are formally charged or indicted for allegedly committing, a felony or a crime involving dishonesty, fraud, or moral turpitude; or
•    you engage in activities that are prohibited by Interpublic’s policy prohibiting discrimination or harassment based on age, gender, race, religion, disability, national origin or any other protected category.





	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






	
		
	Change of Control
	A change in (a) the ownership or effective control of Interpublic or (b) the ownership of a substantial portion of Interpublic’s assets, each as defined in rules and regulations under Section 409A of the Tax Code.
Subject to certain limited exceptions, a Change of Control of Interpublic would generally occur if —
•    a person or group acquires more than 50% of the total fair market value or voting power of Interpublic’s stock;
•    during a 12-month period, a person or group acquires 30% or more of the total voting power of Interpublic’s stock;
•    during a 12-month period, a person or group acquires 40% or more of Interpublic’s assets (determined based on gross fair market value); or
•    during a 12-month period, a majority of Interpublic’s Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board before the appointment or election.

	Compensation Committee
	The Compensation and Leadership Talent Committee of Interpublic’s Board of Directors, or its successor.

	Deferred Compensation Trust
	A trust agreement to which Interpublic is a party that is established to fund benefits under the Plan. The terms of any Deferred Compensation Trust are subject to the restrictions set forth in Section 409A of the Tax Code, and assets that Interpublic or a Subsidiary sets aside in any Deferred Compensation Trust will be subject to the claims of creditors of Interpublic or the Subsidiary (as the case may be) in the event of its bankruptcy or insolvency.

	ERISA
	The Employee Retirement Income Security Act of 1974, as amended.

	ESBA
	An Executive Special Benefit Agreement with Interpublic.





	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






	
		
	Good Reason 
	You will be considered to have resigned for Good Reason only if:
Ø    You notify Interpublic in writing that one or more of the “triggering circumstances” listed below has occurred within 90 days after the circumstance(s) first occurred;
Ø    The triggering circumstance(s) is (are) not remedied within 30 days after Interpublic receives the notice required by the preceding bullet;
Ø    You did not provide notice of your intent to resign at any time before the triggering circumstance(s) first occurred; and
Ø    Your Termination of Employment is effective as soon as practicable (and no more than 10 days) after the earlier of (1) the end of the 30-day cure period described above or (2) the date your Business Unit provides written notice of its express waiver of the cure period.
•    The following are the “triggering circumstances”:
Ø    Interpublic or a Subsidiary materially reduces your rate of base salary;
Ø    An action by Interpublic or a Subsidiary results in your authority, duties, or responsibilities being materially diminished;
Ø    An action by Interpublic or a Subsidiary results in material diminution in your reporting structure (for example, insertion of a new position between you and the position to which you report);
Ø Interpublic or a Subsidiary materially diminishes the budget over         which you retain authority;
Ø    Your principal place of work is moved more than 50 miles outside the city in which you are principally based, unless (a) you make the relocation decision or (b) you are notified in writing that Interpublic or your employer is seriously considering such a relocation and do not object in writing (based on a reasonable concern) within 10 days after you receive the written notice; or
Ø    Interpublic or a Subsidiary materially breaches any employment agreement between you and your employer.

	Interpublic
	The Interpublic Group of Companies, Inc., and any successor to The Interpublic Group of Companies, Inc.

	MHRC
	Interpublic’s Management Human Resources Committee.





	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






	
		
	Outside Auditor
	Either of the following firms:
•    The outside auditing firm retained by Interpublic in the last fiscal year that ends before a Change of Control, or
•    A national auditing firm acceptable to at least 75% of the Plan participants who are actively working for Interpublic or a Subsidiary immediately before a Change of Control.

	Participation Agreement
	The written agreement between you and Interpublic that documents the terms of your participation in the Plan.

	Plan
	The Interpublic Capital Accumulation Plan, as set forth in this pamphlet and your Participation Agreement, each as in effect and amended from time to time.

	Severance Completion Date
	The last day of the calendar month that includes the end of the payroll period for which your last Severance Payment (if any) is paid.  If you are not eligible to receive Severance Pay, or you receive Severance Pay in a lump sum, your Severance Completion Date is the date of your Termination of Employment.

	Severance Pay
	A payment or payments made under a severance plan or policy or an agreement with Interpublic or a Subsidiary upon or after your Termination of Employment as compensation for (a) terminating your employment involuntarily without Cause or (b) your resignation for Good Reason.

	Subsidiary
	Any corporation or other entity that is required to be combined with Interpublic as a single employer under Section 414(b) or (c) of the Tax Code. In general, this means Interpublic and all other entities of which Interpublic directly or indirectly owns 80 percent or more of the combined voting power or total value of shares.

	Tax Code
	The Internal Revenue Code of 1986, as amended.

	Termination of Employment
	The date your employment with Interpublic and its Subsidiaries ends, including the date on which you die, retire, quit, or are discharged, as determined by Interpublic in accordance with Treas. Reg. § 1.409A-1(h).  Subject to the next sentence, if you are on a leave of absence, your Termination of Employment will automatically be deemed to have occurred on the later of (a) the first day that is more than six months after your leave started or (b) the first day after all statutory and contractual rights to reemployment with Interpublic or a Subsidiary expire.  If the reason for your leave of absence is a medically determinable physical or mental condition that can be expected to last for six consecutive months or longer, and the condition causes you to be unable to perform the duties of your position or a substantially similar position, the six-month period described in clause (a) of the preceding sentence will be extended to 29 months.
A sale of assets by Interpublic or a Subsidiary to an unrelated buyer that results in your working for the buyer (or one of its affiliates) will not, by itself, constitute a Termination of Employment unless Interpublic (with the buyer’s written consent) so provides in writing 60 or fewer days before the closing of the sale.





	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






	
		
	Top-50 Employee
	A “specified employee” under Section 409A of the Tax Code, determined by Interpublic in accordance with Treas. Reg. § 1.409A-1(i). In general, as long as Interpublic is a public company (or, if Interpublic is acquired, the parent company is a public company), you will be a “specified employee” under Section 409A of the Tax Code if you are one of the 50 highest-paid officers of Interpublic (or, if Interpublic is acquired, the corporate parent) and its Subsidiaries.

	 
	 







	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






Exhibit A:  Sample Release Language
Release of Claims.  By signing this Agreement and Release, Employee, on behalf of him/herself and his/her current, former, and future heirs, executors, administrators, attorneys, agents and assigns, hereby fully and without limitation releases, covenants not to sue, and forever discharges Employer, The Interpublic Group of Companies, Inc. (“Interpublic”), and their respective parents, subsidiaries, and affiliates, officers, directors, employees, shareholders, members, agents, attorneys, trustees, fiduciaries, representatives, benefit plans and plan administrators, successors and/or assigns, and all persons or entities acting by, through, under, or in concert with any or all of them (collectively, the “Releasees”) from all rights, claims, actions and causes of action, whether in law or equity, suits, damages, losses, attorneys’ fees, costs, and expenses, of whatever nature whatsoever that Employee now has or has ever had, whether known or unknown or based on facts now known or unknown, fixed or contingent, suspected or unsuspected, against the Releasees, occurring from the beginning of time up to and including the date that Employee executes this Agreement and Release that arise out of, or are in any way related to Employee’s employment by Employer or the termination of Employee’s employment with Employer.
Without limiting the foregoing, Employee understands and agrees that the foregoing release provisions include, without limitation:  
		
	a.
	any claims for wrongful termination, defamation, invasion of privacy, intentional infliction of emotional distress, or any other common law claims;


		
	b.
	any claims for the breach of any written, implied or oral contract between Employee and Employer, including but not limited to any contract of employment;


		
	c.
	any claims of discrimination, harassment or retaliation based on such things as age, national origin, ancestry, race, religion, sex, sexual orientation, or physical or mental disability or medical condition; 


		
	d.
	any claims for payments of any nature, including but not limited to wages, overtime pay, vacation pay, severance pay, commissions, bonuses and benefits or the monetary equivalent of benefits, but not including any claims for unemployment or workers’ compensation benefits, or for the consideration being provided to Employee pursuant to Paragraph 2 of this Agreement; and 


		
	e.
	all claims that Employee has or that may arise under the common law and all federal, state and local statutes, ordinances, rules, regulations and orders, including but not limited to any claim or cause of action based on the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Civil Rights Acts of 1866, 1871 and 1991, the Rehabilitation Act of 1973, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, Executive Order 11246, and any state laws governing employee rights, [if Employer is located in California:  including, but not limited to, the California Labor Code, Section 1542 of the Civil Code of California] as each of them has been or may be amended.


[if Employer is located in California:  Section 1542 of the Civil Code of California provides:
A general release does not extend to claims, which the creditor does not 

	
			
	CAPITAL ACCUMULATION PLAN
	 
	 








	
			
	 
	 
	CAPITAL ACCUMULATION PLAN






know or suspect to exist in his/her favor at the time of executing the release, which if known by him/her must have materially affected his settlement with the debtor.
Employee acknowledges that the above release covers all claims described in this Paragraph, whether such claims are known or unknown and suspected or unsuspected.  Employee further acknowledges that he/she understands the significance and consequences of this release and of this specific waiver of Section 1542 of the Civil Code of California.]
This Agreement and Release shall be binding upon and inure to the benefit of Employee and the Releasees and any other individual or entity who may claim any interest in the matter through Employee.  Employee also acknowledges that he/she has not assigned any of his/her rights to make the aforementioned claims or demands.  Employee also acknowledges and represents that he/she has not filed nor will he/she file any lawsuits based on claims or demands that he/she has released herein.



	
			
	CAPITAL ACCUMULATION PLAN