2009 PIP Restricted Stock Award Agreement



 Exhibit 10(iii)(A)(2) 
 THE INTERPUBLIC GROUP OF COMPANIES, INC. 2009 PERFORMANCE INCENTIVE PLAN

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

			
	 Date of Award
  
	  	 Participant’s Name
  

	 Number of Shares
  
	  	 
	 Restrictions
	  	Subject to the terms and conditions of this Agreement and the Plan, including the restrictions set forth in Section 6(d) of the Plan, the Participant
shall be the owner of record of the Shares granted under this Award and shall have all rights of a shareholder of the Company.
	 Lapse of Restrictions
	  	[Lapse provisions to be inserted, which may include the lapse of restrictions upon satisfaction of performance criteria
determined by the Committee. Except as set forth in the Plan, the restrictions shall not lapse during the first year following the Date of Grant].

 The terms 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 review the rest of this Agreement and the Plan document, and execute the Agreement where indicated below. 
 THE INTERPUBLIC GROUP OF COMPANIES, INC. 
 

 
 Fabrizio Alcobe-Fierro 
 Vice President, Global Compensation 
 I have read this Agreement and the Plan, and I understand and agree to their terms and conditions. 

  

	
	
	  
	 Participant’s Signature,
 to be provided
electronically



  







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

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

	Dividends	  	 Any dividends or distributions that are paid with respect to the Shares granted under this Restricted
Stock Award (regardless of whether such dividends are paid in cash or Shares) shall be subject to the same risk of forfeiture (and restrictions, if the dividends are paid in Shares) as applies to the Shares granted under this Award.
  
 •   Unless the Committee or its designee
determines otherwise in its sole discretion, and except as set forth in Section 6(e)(2) of the Plan (relating to death and Disability), if the Participant ceases to be an employee of Interpublic and its Affiliates before the restrictions lapse, all
dividends with respect to the Shares granted under this Award shall be forfeited.
  
 •   If the Participant remains employed by Interpublic or an Affiliate until the restrictions lapse, (a) the
restrictions on dividends and distributions paid in Shares shall be lifted as of the date the restrictions lapse and (b) dividends and distributions paid in cash shall be paid to the Participant (without interest) as soon as practicable, and no
later than March 15th of the first calendar year that starts after the Participant’s right to receive dividends ceases to be subject to a “substantial risk of forfeiture,” within the meaning of Section 409A of the
Code.

	Tax Withholding	  	As set forth in the Plan, the Company may be required to withhold income and employment taxes when the restrictions on the Shares lapse or when the
Participant makes a Section 83(b) election. The Company will withhold the necessary number of shares to pay such taxes, unless the Participant indicates via the Company’s stock plan administrator, currently UBS Financial Services, no later than
two (2) business days prior to the date the restrictions lapse, that he/she will pay the taxes in another manner. The Participant remains responsible at all times for paying any income and employment taxes with respect to this Award. If the
Participant relocates to another jurisdiction, the Participant is responsible for notifying the Company of such relocation and is responsible for compliance with all applicable tax requirements. Neither the Company nor any of its affiliates are
responsible for any liability or penalty relating to taxes (including excise taxes) on compensation (including imputed compensation) or other income attributed to the Participant (or a Beneficiary) pursuant to this Agreement, whether as a result of
failing to make timely payments of tax or otherwise.
	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 and the terms of the Plan 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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