2009 NMD Plan Restricted Stock Award Agreement



 Exhibit 10(iii)(A)(10) 
 THE INTERPUBLIC GROUP OF COMPANIES, INC. 2009 NON-MANAGEMENT DIRECTORS’
STOCK INCENTIVE PLAN 
 RESTRICTED STOCK
AWARD AGREEMENT 
 THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the
“Company”), hereby grants to the Participant named below shares of the Company’s common stock (the “Shares”), which are restricted (“Restricted Stock”). The terms and conditions of this Award of Restricted Stock
(the “Award”) are set forth in this Award Agreement (the “Agreement”), and in The 2009 Non-Management Directors’ Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. 
  

			
	 Date of Award
  
	  	 Participant’s Name
  

	 Number of Shares
  
	  	 
	Restrictions	  	Subject to the restrictions set forth in Section 7.2 of the Plan, and the terms and conditions of this Agreement and 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	  	Except as set forth in Sections 7.2, 7.3 and 9.3 of the Plan, the restrictions on the above-mentioned Shares of Restricted Stock shall lapse on the
third anniversary of the date of Award.

 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 NON-MANAGEMENT DIRECTORS’ STOCK INCENTIVE PLAN 
 RESTRICTED STOCK 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 Award is granted. To make a Section 83(b) election, you must (i) file the Section 83(b) election with the IRS and the Company within 30 days after the date of the award set forth on the cover page and (ii) attach a copy of the Section
83(b) election to your 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 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 7.3 of the Plan (relating to death or Disability), if the Participant ceases to be a Director of Interpublic before the restrictions lapse, all dividends with respect to
the Shares granted under this Award shall be forfeited.
  
 •   If the Participant continues to serve as a Director of Interpublic 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 restrictions
lapse.

	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 this 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 regarding this Award. Any prior
agreements, commitments, or negotiations concerning this Award are superseded.

  

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