Article 1. INTRODUCTION
1.1. Establishment and Purpose.
This Executive Severance Plan (the “Plan”) is established to provide severance and other welfare benefits for eligible executives of Interpublic and its Subsidiaries in the event that their employment is terminated either (a) by Interpublic or a Subsidiary for a reason other than Cause or (b) by the executive for Good Reason. The Plan is an unfunded welfare plan maintained primarily for the purpose of providing severance and other welfare benefits to a select group of management and highly compensated employees.
1.2. Effective Date.
The Plan has been in effect since June 1, 2007. Pursuant to its authority under Section 7.4(a) hereof, the Administrative Committee has determined that it is desirable to adopt a new restatement of the Plan in order to improve the administration of the Plan and make certain clarifications. This restatement is effective August 16, 2017.
Article 2. DEFINITIONS AND CONSTRUCTION
When their initial letter(s) are capitalized, the following words and
phrases have the following meanings unless the context clearly indicates that a different meaning is intended:
“Administrative Committee” means Interpublic’s Management Human Resources Committee.
“Base Salary” for any Participant, expressed as an annual amount, means the Participant’s annual base salary in effect for the calendar year in which his Termination Date occurs; provided that if the Participant’s Notice Date or Termination Date occurs within 24 months after a Change of Control, his Base Salary for purposes of the Plan shall not be less than his annual base salary for the calendar year in which such Change of Control occurred, determined on the basis of the Participant’s annual salary in effect immediately prior to such Change of Control.
“Board of Directors” means the Board of Directors of Interpublic.
“Cause” means, with respect to any Participant:
A material breach by the Participant of a provision in an employment agreement with Interpublic or a Subsidiary that, if capable of being cured,