|INTERPUBLIC GROUP OF COMPANIES, INC. filed this Form 10-Q on 10/26/2017|
A Participant shall be deemed to resign for Good Reason if and only if he resigns by reason of a Covered Action (as defined in paragraph (2), below), and the conditions of paragraph (3), below, are satisfied.
A “Covered Action” for a Participant means one of the following events:
The Participant’s Employer or Interpublic or a Subsidiary materially reduces the Participant’s Base Salary;
An action by the Participant’s Employer or Interpublic or a Subsidiary results in a material diminution in the Participant’s authority, duties, or responsibilities with respect to his Employer;
An action by the Participant’s Employer or Interpublic or a Subsidiary results in a material diminution in the Participant’s reporting structure, such as insertion of a new position between the Participant and the position to which the Participant reports;
The Participant’s Employer or Interpublic or a Subsidiary materially diminishes the budget over which the Participant retains authority;
The Participant’s principal place of work is moved to a location more than 50 miles outside the city in which he is principally based, unless (i) the relocation decision is made by the Participant or (ii) the Participant is notified in writing that Interpublic or his Employer is seriously considering such a relocation and the Participant does not object in writing (based on a reasonable concern) within 10 days after he receives such written notice; or
The Participant’s Employer or Interpublic or a Subsidiary materially breaches any employment agreement between the Participant and his Employer.
A Participant shall not have Good Reason to resign as a result of a Covered Action unless:
Within the 90-day period immediately following the date on which such Covered Action first occurs, the Participant notifies his Employer in writing that such Covered Action has occurred;
Such Covered Action is not remedied within the 30-day period immediately following the date on which the Participant’s Employer receives the notice provided in accordance with subparagraph (A), above;
The Participant did not provide notice of his intent to resign at any time before the Covered Action occurred; and