|INTERPUBLIC GROUP OF COMPANIES, INC. filed this Form 10-Q on 10/26/2017|
Article 7. ADMINISTRATION, INTERPRETATION, AND MODIFICATION OF PLAN
7.1. Plan Administrator.
The Plan shall be administered by the Administrative Committee.
7.2. Powers of the Administrator and Review of Determinations.
Prior to a Change of Control, the Administrative Committee shall have complete and exclusive discretionary authority and responsibility to:
Administer, construe, and interpret the Plan;
Establish such rules and regulations as it deems necessary or desirable for the proper and effective administration of the Plan;
Resolve any ambiguity, inconsistency, or omission by general rule or particular decision;
Make factual determinations;
Settle and determine any contributions and disputes as to rights or benefits under the Plan; and
Take such actions in connection with and for the purposes of the Plan as it believes advisable to carry out the purposes of the Plan and to maintain its operation.
The Administrative Committee is authorized to delegate any of its duties and responsibilities under the Plan as the Administrative Committee deems appropriate. In addition, the Administrative Committee is authorized to employ one or more persons to render advice with regard to any of its administrative responsibilities.
Review by a court of any determination by the Administrative Committee shall be subject to the following standard of review:
Prior to a Change of Control, the standard of review shall be the “arbitrary and capricious” standard.
Following a Change of Control, the standard of review shall be de novo.
7.3. Section 409A of the Code
The Plan shall be operated, administered, and interpreted in accordance with the intent that all payments hereunder shall be exempt from, or in compliance with, the requirements of section 409A of the Code.