IPG 12.31.14 10K Exhibit 10(iii)(A)(61)
THE INTERPUBLIC GROUP OF COMPANIES, INC. 2014 PERFORMANCE INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the "Company"), hereby grants to the Participant named below a Performance Share Award (the "Award") to be settled in shares of the Company's common stock (the "Shares"). The terms and conditions of this Award are set forth in this Award Agreement (this "Agreement"), The Interpublic Group 2014 Performance Incentive Plan (the "Plan"), which is attached hereto as Exhibit A and the addendum to the Award Agreement (the "Addendum") which is attached hereto as Exhibit B.
Date of Award
[DATE] Participant's Name [NAME]
Target Number of Shares to be Awarded Upon Vesting
[DATE] through [DATE]
Subject to the (i) terms of the Plan, (ii) the forfeiture, cancellation, and rescission provisions of this Agreement and (iii) Participant's execution of the non-solicitation and non-service agreement that is attached hereto as Exhibit B, the scheduled vesting date is as provided in the Participant’s award letter, or such later date as specified in the following paragraph.
any other provision of this Agreement, if the audit of the Company's consolidated financial statements for the years included in the Performance Period (the "Audited Financials") has not been completed more than fifteen (15) days before the vesting date set forth above, the vesting date shall be delayed until the earlier of (i) the thirtieth (30th) day after the completion of the Audited Financials for the years included in the Performance Period or (ii) the date the Actual Shares Awarded (as defined below) are delivered. Unless the Committee or its designee determines otherwise in its sole discretion, any portion of this Award that is not vested on the date the Participant ceases to be an employee of the Company and its Subsidiaries and Affiliates shall be forfeited.
Actual Shares Awarded
The "Actual Shares Awarded" (to the extent vested) shall be between 0 and 3 times the "Target Number of Shares to be Awarded Upon Vesting," as determined by the Committee based on performance against the financial metrics described in the Award Letter from Interpublic (the "Performance Criteria"). [Form of Actual Payment Amount may be made in cash, shares, or a combination as prescribed in Section 7(b) of the Plan.]
The Actual Shares Awarded (to the extent vested) shall be paid to the Participant during the calendar year in which the Vesting Date occurs, subject to the following:
● If the Participant dies before the Vesting Date, the Actual Shares Awarded (to the extent vested) shall be paid within 90 days after the Participant’s death; and
● If the Participant’s employment terminates within two years after a Change of Control (and before the Vesting Date), the Actual Shares Awarded (to the extent vested) shall be paid at the time prescribed by the Change of Control provisions of this Agreement.
The provisions 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. Except as otherwise expressly provided otherwise in this Agreement, in case of any conflict between this Agreement and the Plan, the terms of the Plan shall control.
Please (i) review the rest of this Agreement, the Addendum, the Plan document and the non-solicitation and non-service agreement attached hereto as Exhibit C, and (ii) execute the Agreement and Exhibit C by clicking “Accept” below.
By clicking “Accept” below, the Participant is effectively executing and agree to be bound by the terms and conditions of (i) this Agreement (including the terms under "Forfeiture of Award" and “Cancellation and Rescission”) and (ii) the non-solicitation and non-service agreement attached hereto as Exhibit C.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Vice President, Global Compensation