|INTERPUBLIC GROUP OF COMPANIES, INC. filed this Form 10-Q on 10/26/2017|
has not been cured within 15 days after the Participant receives written notice from his Employer of such breach;
Misappropriation by the Participant of funds or property of Interpublic or a Subsidiary;
Any attempt by the Participant to secure any personal profit related to the business of Interpublic or a Subsidiary that is not approved in writing by the Board of Directors or by the person to whom the Participant reports directly;
Fraud, material dishonesty, gross negligence, gross malfeasance, or insubordination by the Executive, or willful (A) failure by the Participant to follow the code of conduct of Interpublic or a Subsidiary or (B) misconduct by the Participant in the performance of his duties as an employee of Interpublic or a Subsidiary, excluding in each case any act (or series of acts) taken in good faith by the Participant that does not (and in the aggregate do not) cause material harm to Interpublic or a Subsidiary;
Refusal or failure by the Executive to attempt in good faith to perform the Participant’s duties as an employee or to follow a reasonable good-faith direction of the Board of Directors or the person to whom the Participant reports directly that has not been cured within 15 days after the Participant receives written notice from his Employer of such refusal or failure;
Commission by the Participant, or a formal charge or indictment alleging commission by the Participant, of a felony or a crime involving dishonesty, fraud, or moral turpitude; or
Conduct by the Participant that is prohibited by the policy of Interpublic or a Subsidiary prohibiting discrimination or harassment based on age, gender, race, religion, disability, national origin or any other protected category.
If the Employer or Interpublic or a Subsidiary determines after benefit payments have begun that a Participant’s employment could have been terminated for Cause, the Participant shall be treated as having been terminated for Cause. Consequently, no further payments shall be made under the Plan and the Participant shall repay all amounts previously paid under the Plan.
“Change of Control” means:
Subject to paragraphs (2) and (3), below, the first to occur of the following events:
Any person (within the meaning of sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "1934 Act")) becomes the beneficial owner (within the meaning of Rule 13d-3 under the 1934 Act) of stock that, together with other stock held by such