|INTERPUBLIC GROUP OF COMPANIES, INC. filed this Form 10-Q on 10/26/2017|
“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
“Code” means the Internal Revenue Code of 1986, as amended.
“Commencement Date” means, for any Participant, Interpublic’s first semi-monthly pay date that occurs after the Participant’s Termination Date.
“Designated Number” means, for any Participant, the number of months - 6, 9, 12, 18, or 24 - that the Administrative Committee or its designee communicates to the Participant in writing. The Designated Number for Interpublic’s Chief Executive Officer and any other executive officer (within the meaning of the Interpublic Group of Companies, Inc. 2009 Performance Incentive Plan or any successor thereto) shall be approved by the Compensation and Leadership Talent Committee of the Board of Directors, or such committee’s designee.
“Dismissed” means, with respect to any Participant, that the Participant has a “separation from service” (within the meaning of Section 409A(2)(A)(i) of the Code) with his Employer, Interpublic, and its Subsidiaries, and such separation:
Is a resignation for Good Reason; or
Is (i) initiated by his Employer, Interpublic, or a Subsidiary, (ii) involuntary (within the meaning of Treas. Reg. § 1.409A-1(n)(1)), and (iii) for a reason other than Cause.
For the avoidance of doubt, a Participant shall not be treated as having been Dismissed if his employment with Interpublic and its Subsidiaries terminates solely by reason of a sale, spin-off, transfer of business to a client or other third party, or other disposition of his Employer; provided that he (I) continues employment with his Employer or a successor thereto immediately after such sale, spin-off, or other disposition occurs, or (II) is offered continued employment with his Employer or a successor thereto, under terms that are materially comparable in the aggregate to the terms in effect immediately before such sale, spin-off, or other disposition.
“Eligible Executive” means an employee of Interpublic or a Subsidiary who is designated in writing by the Administrative Committee as a member of the select group of management or highly paid employees of Interpublic and its Subsidiaries who are eligible to participate in the Plan.
“Employer” means, with respect to a Participant, Interpublic or the Subsidiary of Interpublic that employs the Participant immediately before the Participant’s Termination Date.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.