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10-K
INTERPUBLIC GROUP OF COMPANIES, INC. filed this Form 10-K on 02/23/2015
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THE INTERPUBLIC GROUP OF COMPANIES, INC. 2014 PERFORMANCE INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
The following terms and conditions supplement the terms of the Plan and govern the Award:
Achievement of Performance Criteria
Subject to the terms of the Plan, the Committee shall have sole and exclusive discretion to determine whether and the extent to which the applicable Performance Criteria have been achieved, and the corresponding number of Actual Shares Awarded. Except in the case of death or a Change of Control, no payment shall be made pursuant to this Award unless the Committee has certified in writing that the Performance Criteria and all other material terms of the Award have been satisfied.
Tax Withholding
Regardless of any action the Company or the Participant's employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility. Neither the Company nor the Participant's employer: (a) make any representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting or settlement of the Award, the subsequent sale of any Shares acquired pursuant to the Award and the receipt of any dividends or dividend equivalents; or (b) commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items.
The Participant may elect, via the Company's stock plan administrator (currently, UBS Financial Services), to pay any Tax-Related Items required to be withheld in connection with the Award (as determined by the Committee in good faith in its sole discretion) via any of the following methods: (1) withholding a sufficient number of whole Shares from the Actual Shares Awarded to the Participant as a result of the vesting and settlement of the Award (or, in the case of an Award settled in cash, a portion of the sales proceeds) having a fair market value equal to the amount of Tax-Related Items required to be withheld ("Share Withholding"); (2) selling a sufficient number of whole Shares from the Actual Shares Awarded to the Participant as a result of the vesting and settlement of the Award having a fair market value equal to the minimum amount of Tax-Related Items required to be withheld; or (3) selling all of the Actual Shares Awarded to the Participant as a result of the vesting and settlement of the Award, and withholding from the sale proceeds the minimum amount of Tax-Related Items required to be withheld, with the net proceeds disbursed to the Participant. To the extent the Participant fails to elect one of the foregoing withholding methods within [30] days of the Date of Award, the Company (or the Participant's employer) shall satisfy any withholding obligation for Tax-Related Items via Share Withholding.
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. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Participant's employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting this Award, the Participant expressly consents to the withholding methods as provided for hereunder. All other Tax-Related Items related to the Award and any Shares or cash delivered in settlement thereof are the Participant’s sole responsibility. Neither the Company nor any of its Subsidiaries or Affiliates is 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.
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) Upon the Change of Control, the number of Actual Shares Awarded shall be fixed at the Target Number of Shares. Such Actual Shares Awarded shall continue to be conditioned on the Participant remaining employed by the Company or a Subsidiary or Affiliate through the Vesting Date (subject to the provisions of the Plan and this Agreement with respect to death and Disability, and paragraph (iii), below), and shall be paid at the time prescribed by this Agreement.
(ii) 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 Actual Shares Awarded shall be converted into a cash amount equal to the value of the Actual Shares Awarded, 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 conditioned on the Participant remaining employed by the Company or a Subsidiary or Affiliate through the Vesting Date (subject to the provisions of the Plan and this Agreement with respect to death and Disability, and paragraph (iii), below), and shall be paid at the time prescribed by this Agreement.