|INTERPUBLIC GROUP OF COMPANIES, INC. filed this Form 10-K on 02/23/2015|
THE INTERPUBLIC GROUP OF COMPANIES, INC. 2014 PERFORMANCE INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
The following terms and conditions supplement the terms of the Plan and govern the Restricted Stock Award:
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.
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. Any dividends and distributions that are paid in cash shall be paid upon vesting, no later than the last day of the “applicable 2½-month period,” as defined in Treas. Reg. § 1.409A-1(b)(4)(i)(A).
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 Subsidiaries or 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.
Change of Control
This Award shall not vest or become immediately payable merely upon the occurrence of a Change of Control. However, the following provisions shall apply if a Change of Control occurs before the Vesting Date:
(i) If as a result of the Change of Control the Company ceases to exist or the Company’s Shares are no longer traded on the New York Stock Exchange, the Number of Shares awarded under this Award, and any unpaid dividend equivalents payable in Shares, shall be converted into a cash amount equal to the fair market value of the corresponding number of Shares, based on the closing price of the Company Shares on the last day the Company Shares are traded on the New York Stock Exchange prior to the Change of Control. Such cash amount shall continue to be subject to the same risk of forfeiture and vesting conditions as applied prior to the conversion, and shall be payable during the calendar year prescribed by Section 6(f) of the Plan for settlement of Restricted Stock Units, no later than last day of the “applicable 2½-month period” as defined in Treas. Reg. § 1.409A-1(b)(4)(i)(A), except as otherwise provided in paragraph (ii), below.
(ii) If prior to the Vesting Date and within 24 months after the Change of Control, the Participant has a Termination of Employment either (1) by the Company (including its successor) or the Participant’s employer without Cause or (2) if the Participant has “good reason” rights under the Company’s Executive Severance Plan or an employment agreement, by the Participant for “good reason” (as defined in the applicable plan or agreement), then (A) this Award shall become immediately vested and payable to the Participant, and (B) to the extent that the Award has been converted to a cash award, the payment date shall occur within 30 days after the Participant’s Termination of Employment.
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.