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As filed with the Securities and Exchange Commission on July 2, 2001
Registration No. 333-59254
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SECURITIES AND EXCHANGE COMMISSION
------
POST EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4 (333-59254)
UNDER THE SECURITIES ACT OF 1933
The Interpublic Group of Companies, Inc.
(Exact name of registrant as specified in its Charter)
DELAWARE 7311 13-1024020
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Identification
Organization) Code Number) Number)
1271 Avenue of the Americas
New York, New York 10020
(212) 399-8000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Principal Executive Offices)
The True North Communications Inc. Stock Option Plan,
The True North Communications Inc. Outside Director Stock Option Plan, and
The Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan
as each is assumed by The Interpublic Group of Companies
(Full Titles of the Plans)
NICHOLAS J. CAMERA, SENIOR VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 Avenue of the Americas
New York, New York 10020
(212) 399-8000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
Arthur H. Kohn, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Securities Amount to Be Proposed Maximum Maximum Aggregate Amount of
to be registered Registered(1) Offering Price Offering Registration
Per Share(2) Price(2) Fee(2)
- ------------------------------------------------------------------------------
Common stock 8,626,023 N/A N/A N/A
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(1) Consists of common stock of The Interpublic Group of Companies, Inc. to be
issued pursuant to the assumed stock options, granted under the (i) True
North Communications Inc. Stock Option Plan, (ii) True North Communications
Inc. Outside Director Stock Option Plan, and (iii) Bozell, Jacobs, Kenyon &
Eckhardt, Inc. Stock Option Plan (collectively, the "Plans"). Pursuant to
Rule 416(a), also covers additional securities that may be offered as a
result of stock splits, stock dividends or similar events. This Interpublic
Group common stock was previously registered on the initial Registration
Statement on Form S-4 (333-59254).
(2) No additional registration fee is required pursuant to Rule 457(b).
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This Registration Statement on Form S-8 is filed by The Interpublic
Group of Companies, Inc., a Delaware corporation (the "Corporation" or
"Registrant"), relating to 8,626,023 shares of the Corporation's common stock
(the "Shares"), issuable to current and former employees or directors of True
North Communications Inc., a wholly owned subsidiary of the Corporation,
pursuant to Options (which have been assumed by the Corporation) granted under
the (i) True North Communications Inc. Stock Option Plan, (ii) True North
Communications Inc. Outside Director Stock Option Plan, and (iii) Bozell,
Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan (collectively, the "Plans").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Corporation with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(i) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(ii) The Corporation's Current Reports on Form 8-K, filed with the
Commission on January 11, 2001, March 1, 2001, March 19, 2001 and April 27,
2001;
(iii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report referred to in (i) above; and
(iv) The description of the Shares contained in the Corporation's
registration statements on Form 8-A, dated June 29, 1971 and October 8, 1975,
respectively, as amended by Forms 8, dated February 24, 1983, June 12, 1984,
September 13, 1984, June 25, 1985, July 15, 1987 and May 19, 1988, and the
description of the Rights currently traded with the Common Stock contained in
the Corporation's registration statement on Form 8-A, dated August 1, 1989, and
amended on a Form 8, dated October 3,1989, filed under Section 12 of the
Exchange Act, including any subsequent amendments or reports filed for the
purpose of updating such description
All reports and other documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of Title 8 of the General Corporation Law of the State of
Delaware ("GCL") gives a corporation power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, provided
that such director, officer, employee or agent acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director, officer, employee or agent had no reasonable cause to
believe his or her conduct was unlawful. The same Section also gives a
corporation power to indemnify any person who is or was a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the abjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Section 145 of the GCL further provides that, to the extent
that a director, officer, employee or agent of the corporation has been
successful o the merits or otherwise in defense of any such action, suit or
proceeding, or in defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
The Corporation's by-laws contain specific authority for
indemnification by the Corporation of current and former directors, officers,
employees or agents of the Corporation on terms that have been derived from
Section 145 of Title 8 of the GCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Corporation with the Commission, each of the following
exhibits is filed herewith:
Exhibit No. Description
- ----------- -----------
4.1* The Restated Certificate of Incorporation of
The Interpublic Group of Companies, Inc.
(filed as Exhibit 3(i) to the Registrant's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999)
4.2* By-laws of The Interpublic Group of Companies, Inc. (
filed as Exhibit 4.2 to the Registrant's registration
statement on Form S-3/A filed on July 31, 2000)
4.3 True North Communications Inc. Stock Option Plan
4.4 True North Communications Inc. Outside Director Stock
Option Plan
4.5 Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan
5.1* Opinion of Nicholas J. Camera, Esq. as to the legality of
the shares of common stock offered hereby (filed as
Exhibit 5.1 to the Registrant's Registration Statement
on Form S-4 (333-59254)).
23.1* Consent of Nicholas J. Camera, Esq. (included in the opinion
filed as Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers LLP (relating to
financial statements of the Registrant)
(filed as Exhibit 23.1 to the Registrant's
Registration Statement on Form S-4 (333-59254)).
23.3* Consent of Arthur Andersen LLP (relating to financial
statements of NFO Worldwide, Inc. and subsidiaries
included in the financial statements of the Registrant)
(filed as Exhibit 23.3 to the Registrant's Registration
Statement on Form S-4 (333-59254))
23.4* Consent of J.H. Cohn LLP (relating to financial
statements of Deutsch, Inc. and subsidiary and
affiliates included in the financial statements
of the Registrant)(filed as Exhibit 23.4 to the
Registrant's Registration Statement on Form S-4
(333-59254))
24.1* Power of Attorney for certain directors of The
Interpublic Group of Companies, Inc. (Included in
Part II of the Registrant's Registration Statement
on Form S-4 (333-59254)*).
24.2* Power of Attorney for certain directors of
The Interpublic Group of Companies, Inc.
(filed as Exhibit 24.2 to the Registrant's
Registration Statement on Form S-4
(333-59254)*).
24.3 Power of Attorney for Richard A. Goldstein,
a director of The Interpublic Group of
Companies, Inc.
*Incorporated by reference
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) to reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering; and
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on the 2nd day of July, 2001.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By: /s/ Sean F. Orr
------------------------------------
Sean F. Orr
Executive Vice President,
Chief Financial Officer
and Director
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 2nd day of July, 2001.
Signature Title
--------- -----
* Chairman of the Board, President
- ------------------------- and Chief Executive Officer
John J. Dooner (Principal Executive Officer)
* Executive Vice President,
- ------------------------- Chief Financial Officer
Sean F. Orr (Principal Financial Officer)
and Director
* Director
- -------------------------
Frank J. Borelli
* Director
- -------------------------
Reginald K. Brack
* Director
- -------------------------
Jim M. Considine
* Director
- -------------------------
James R. Heekin
* Director
- -------------------------
Frank B. Lowe
* Director
- -------------------------
J. Phillip Samper
* Director
- -------------------------
Richard A. Goldstein
Vice Chairman and Director
- -------------------------
David A. Bell
Director
- -------------------------
J. Brendan Ryan
* By: /s/ Sean F. Orr
------------------
Sean F. Orr,
as Attorney-in-Fact
Date: July 2, 2001
EXHIBIT INDEX
Exhibit No. Description Method of Filing Sequentially Numbered
Page Location
4.1 Certificate of Incorporation of Filed as Exhibit 3(i) to the --
The Interpublic Group of Registrant's Quarterly Report
Companies, Inc. on Form 10-Q for the quarter
ended June 30, 1999, and
incorporated by reference herein
4.2 By-laws of The Interpublic Group Filed as Exhibit 4.2 to the --
of Companies, Inc. Registrant's Registration
Statement on Form S-3/A filed
on July 31, 2000, and
incorporated by reference herein
4.3 True North Communications Inc. Filed herewith
Stock Option Plan 12
4.4 True North Communications Inc. Filed herewith
Outside Director Stock Option Plan 20
4.5 Bozell, Jacobs, Kenyon & Filed herewith
Eckhardt, Inc. Stock Option Plan 23
5.1 Opinion of Nicholas J. Camera, Filed as Exhibit 5.1 to the --
Esq. Registrant's Registration
Statement on Form S-4
(333-59254), and incorporated
by reference herein
23.1 Consent of Nicholas J. Camera, Included in the opinion filed --
Esq. as Exhibit 5.1
23.2 Consent of PricewaterhouseCoopers Filed as Exhibit 23.1 to the --
LLP, Independent Auditors Registrant's Registration
(relating to financial statements Statement on Form S-4
of the Corporation) (333-59254), and incorporated
by reference herein
23.3 Consent of Arthur Andersen LLP Filed as Exhibit 23.3 to the --
(relating to financial statements Registrant's Registration
of NFO Worldwide, Inc. and Statement on Form S-4
subsidiaries included in the (333-59254), and incorporated
financial statements of the by reference herein
Registrant)
23.4 Consent of J. H. Cohn LLP Filed as Exhibit 23.4 to the --
(relating to financial statements Registrant's Registration
of Deutsch, Inc. and subsidiary Statement on Form S-4
and affiliates and included in (333-59254), and incorporated
the financial statements of the by reference herein
Registrant)
24.1 Power of Attorney Included in Part II of the --
Registrant's Registration
Statement on Form S-4
(333-59254), and incorporated
by reference herein
24.2 Power of Attorney Filed as Exhibit 24.2 to the --
Registrant's Registration
Statement on Form S-4
(333-59254), and incorporated
by reference herein
24.3 Power of Attorney for Richard A. Filed herewith
Goldstein, director of Registrant 31
Exhibit 4.3
TRUE NORTH COMMUNICATIONS INC.
(formerly, Foote, Cone & Belding Communications, Inc.)
STOCK OPTION PLAN
(Amended and Restated Effective May, 1999)
I. Purpose. This Plan is an amendment and restatement, effective May, 1999, of
the stock option plan initially adopted by FOOTE, CONE & BELDING COMMUNICATIONS,
INC. (the "Corporation") on the 24th day of October, 1968, in order that
employees of and certain other key individuals who perform services for, the
Corporation or its subsidiaries may be given an inducement to acquire a
proprietary interest in the Corporation and an added incentive to advance the
interests of the Corporation. Awards granted under the Plan may include (i)
options to purchase shares of the Corporation's common stock in the form of
incentive stock options or non-qualified stock options, (ii) stock appreciation
rights and (iii) restricted stock awards.
II. Stockholders. This Plan has been approved by the stockholders of the
Corporation.
III. Stock. The Corporation may, by action of the Compensation Committee of the
Board of Directors of the Corporation (the "Board" and the "Committee"), grant
awards of stock options, stock appreciation rights and restricted stock under
the Plan; provided that no more than 700,000 shares of the Corporation's common
stock may be subject to awards of restricted stock under the Plan and no more
than 15,814,000 shares of the Corporation's common stock may be subject to all
awards under the Plan (inclusive of shares issued and awards granted under the
Corporation's Outside Director Stock Option Plan). For the purposes of complying
with Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder, the maximum number of shares of the
Corporation's common stock with respect to which options or stock appreciation
rights may be granted during any calendar year to any person shall be 300,000.
To the extent that an outstanding award or any portion thereof expires,
terminates unexercised or is canceled, the total number of shares of the
Corporation's common stock subject to such award shall become available for
future awards under the Plan, irrespective of whether a portion of such award
has been exercised. Shares of the Corporation's common stock to be delivered
under the Plan shall be made available from the Corporation's authorized but
unissued common stock or the Corporation's treasury stock, as the Corporation
may determine.
IV. Eligibility/or Participation. All employees of, and other individuals (other
than directors who are not employees of the Corporation) who perform services
for, the Corporation or any subsidiary corporation shall be eligible to
participate in this Plan. The term "subsidiary corporation" means any
corporation in which this Corporation has a direct or indirect interest equal to
20% or more of the total combined voting power of all classes of stock of such
corporation. The Corporation and the foregoing subsidiary corporations are
hereinafter collectively called the "Companies" and individually a "Company."
Anything to the contrary notwithstanding, only employees of the
Companies shall be eligible to receive incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Incentive Stock Options") and no Incentive Stock Option shall be granted under
this Plan to an otherwise eligible participant if, immediately after the
Incentive Stock Option is granted, he or she owns (including the stock under the
Incentive Stock Option award) directly or indirectly 10% or more of the total
combined voting power or value of all classes of stock of the Corporation. In
addition, to the extent that the aggregate fair market value (determined as of
the date of grant) of shares of the Corporation's common stock with respect to
which options designated as Incentive Stock Options are exercisable for the
first time by an option holder during any calendar year (under the Plan or any
other plan of a Company) exceeds $100,000, such options shall not constitute
Incentive Stock Options.
V. Date of Grant. Unless the Committee shall by resolution otherwise expressly
provide, the date upon which the Board or the Committee acts to grant an award
shall, for all purposes of this Plan or of the award agreement entered into
pursuant to such action, be deemed the date upon which such award is granted.
From and after such date the participant to whom such action is granted shall
have all rights of an award holder as provided in this Plan, without regard to
the date upon which a formal written agreement evidencing the grant shall be
executed and delivered. Whenever an award is granted under the Plan to a
participant, written notice of such grant shall be forthwith given to him or
her, pursuant to Article IX hereof
VI. Price. The price of the common stock of the Corporation offered to any
participant under this Plan by the grant of an option to him or her to purchase
such stock shall be such amount as the Committee shall determine; provided
however, that such price shall be in no event less than 100% of the fair market
value of such stock on the date of the grant of the option.
VII. Time of Exercise. Except as hereinafter specified, each option granted
under this Plan shall be exercisable at such time as the Committee shall
determine when granting such option; provided however, that each such option
shall become exercisable upon a "change in control" (as defined below) of the
Corporation. "Change in control" shall mean (i) an acquisition (other than
directly from the Corporation) of 15% or more of the beneficial interest in the
voting stock of the Corporation by a party other than the Corporation or a
Corporation-sponsored benefit plan, or (ii) a change in the Board as a result of
which the current directors (together with the successors they nominate or
approve for nomination) cease to be a majority of the Board.
VIII. Expiration of Options. Shares with respect to which a stock option is
granted shall not be available for grant of a subsequent stock option to the
same participant by cancellation or surrender of such prior stock option. Any
stock option granted under this Plan shall by its terms expire no later than 10
years after the date of its grant, and anything herein to the contrary
notwithstanding, no exercise as to any shares covered by such option shall be
honored on or after the tenth anniversary of the date of grant.
IX. Notice of Grant. When any grant of any award under this Plan is made to any
participant by the Committee, the participant shall be promptly notified of such
grant. As soon thereafter as practicable a formal award agreement shall be
executed by and between the Corporation and the participant subject to the same
conditions and limitations as this Plan.
X. Termination of Employment or Service. All the terms relating to the exercise,
cancellation or other disposition of an option or stock appreciation right and
all the terms relating to the satisfaction of performance measures, the
termination of the restriction period or any cancellation or forfeiture of a
restricted stock award upon a termination of employment with or service to the
Companies of the holder of such option, stock appreciation right or restricted
stock award whether by reason of permanent incapacity to render services to such
Companies of the general nature for which the individual is employed by or
engaged to perform for such Companies (which incapacity shall be deemed to exist
only upon a duly licensed physician's written certification of it)
("Disability"), retirement, death or other termination, shall be determined by
the Committee. Such determination shall be made at the time of the grant of such
option, stock appreciation right or restricted stock award and shall be
specified in the formal written agreement relating to such option, stock
appreciation right or restricted stock award. Notwithstanding the foregoing, an
Incentive Stock Option shall expire and become null and void no later than (i)
one year after the date of Disability or death with respect to any termination
as a result of Disability or death and (ii) 90 days after the date of
termination with respect to any other termination; and within such period the
participant or his or her executor, administrator, legal representative,
designated beneficiary or similar person ("personal representative"), as the
case may be, may exercise the Incentive Stock Option to the extent the Incentive
Stock Option is exercisable at the date of termination.
XI. Manner of Exercise. Each exercise of an option granted hereunder shall be
made by the delivery by the participant (or his or her personal representative,
as the case may be) of written notice of such election to the Corporation, at
such office as it may designate by agreement with the participant, stating the
number of shares with respect to which the option is being exercised. No shares
shall be issued until full payment therefor shall have been made as provided
below. Delivery of the shares may be made at the office of the Corporation or at
the office of a transfer agent appointed for the transfer of shares of the
Corporation, as the Corporation shall determine. Shares shall be registered in
the name of the participant or his or her personal representative, as the case
may be. Neither a participant nor his or her personal representative shall have
any of the rights of a stockholder as to the shares with respect to which the
option is being exercised, until the shares are issued as herein provided. In
the event of any failure to take and pay for the number of shares specified in
the notice of election on the date stated therein, the option shall terminate as
to such number of shares, but shall continue with respect to any remaining
shares subject to the option as to which exercise has not yet been made.
Anything herein to the contrary notwithstanding, if any law or regulation of the
Securities and Exchange Commission or of any other body having jurisdiction
shall require the Corporation or a participant to take any action in connection
with the shares specified in a notice of election before such shares can be
delivered to such participant, then the date stated therein for the delivery of
the shares shall be postponed until the fifth business day next following the
completion of such action.
(a) Payment in Cash. If the shares as to which the option is being
exercised are to be paid for entirely in cash, such notice shall specify a
date, not less than 10 nor more than 15 days after the date of the mailing
of such notice, on which the shares will be taken and payment made
therefor. On the date specified in the notice of election, the Corporation
shall deliver, or cause to be delivered, to the participant stock
certificates for the number of shares with respect to which the option is
being exercised, against payment therefor and (if applicable) delivery to
the Corporation of the certification described in Article XV below.
(b) Request to Make Payment in Shares of the Corporation. As to each
participant, if requested by such participant or his or her personal
representative and approved by the Corporation management responsible for
the day-to-day administration of the Plan, payment may be made by transfer
to the Corporation of previously owned whole shares of the Corporation
(which the participant has held for at least six months prior to the
delivery of such shares, or which the participant purchased on the open
market, and in each case for which the participant has good title, free and
clear of all liens and encumbrances) or any combination of cash and such
shares of the Corporation, having a fair market value, determined as of the
close of business on the day preceding the transfer, equal to, but not
exceeding, the full option price of the shares with respect to which the
option is being exercised. Each request to exercise the payment alternative
provided for hereunder shall be made by the delivery by the participant (or
his or her personal representative, as the case may be) of written notice
of such request to the Corporation, at such office as it may designate by
agreement with the participant, stating the number of shares with respect
to which the option is being exercised and that the participant desires to
make payment by reason of such exercise in the shares of common stock or,
if a combination of common stock and cash, the proportions thereof The
Corporation shall respond promptly to any such request. In no event will
the denial of a participant's request to make payment of all or a portion
of the option price in shares of the Corporation abridge the participant's
rights to make payment as specified in Article XI(a) above.
XII. Stock Appreciation Rights. The Corporation may, by action of the Committee,
grant stock appreciation rights in connection with all or part of any option
granted under the Plan, either concurrently with the grant of such option or at
any time thereafter prior to the exercise or expiration of such option; provide,
however, that any stock appreciation right related to an Incentive Stock Option
shall be granted at the same time that the Incentive Stock Option is granted.
Such stock appreciation rights shall be evidenced by stock appreciation rights
agreements not inconsistent with and subject to the same conditions and
limitations as this Plan. A stock appreciation right shall be exercisable at
such time as the Committee shall determine when granting such right, but shall
not be exercisable with respect to any shares before the time the participant
could exercise his or her option to purchase such shares under his or her
related stock option. The stock appreciation right shall entitle the
participant, in the event of his or her exercise of such right, to receive,
without payment to the Corporation (other than applicable withholding taxes) the
excess of the fair market value, on the date of such exercise, of the shares as
to which the right is exercised over the option price of such shares. Such
excess shall be paid (i) in shares of common stock by the transfer and delivery
to the participant of that number of shares having an aggregate fair market
value on the date of such exercise equal to such excess, or (ii) if requested by
the participant and approved by the Committee, in cash or partially in cash and
partially in shares. The stock appreciation right shall expire if and to the
extent that the stock option issued in connection with it is exercised. Upon
exercise of a stock appreciation right the shares covered by the related option
shall not be available for the grant of further options under this Plan. Each
exercise of a stock appreciation right shall be made by the delivery by the
participant (or his or her personal representative, as the case may be) of
written notice of such election to the Committee, in care of the Secretary of
the Corporation, 101 East Erie Street, Chicago, Illinois 60611, identifying the
related stock option, stating the number of shares with respect to which the
stock appreciation right is being exercised and stating whether the participant
desires to receive by reason of such exercise shares of common stock or cash or,
if a combination of both, the proportions thereof. For purposes of this Plan,
the date of exercise shall be the date when such notice of election is received.
As soon as practical after the date of such receipt, the Corporation shall
deliver or cause to be delivered to such participant, upon the participant's
payment of the applicable withholding taxes, stock certificates for the number
of shares requested in the notice of exercise, or if requested by the
participant and approved by the Committee, cash or cash and stock certificates
for shares as so approved.
XIII. Restricted Stock Awards. The Committee may, in its discretion, grant
restricted stock awards to such eligible individuals as may be selected by the
Committee. Restricted stock awards shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem advisable.
(a) Number of Shares and Other Terms. The number of shares of the
Corporation's common stock subject to a restricted stock award and the
performance measures (if any) and restriction period applicable to a
restricted stock award shall be determined by the Committee.
(b) Vesting and Forfeiture. The formal written agreement relating to a
restricted stock award shall provide, in the manner determined by the
Committee in its discretion, and subject to the provisions of the Plan, (i)
for the vesting of the shares of the Corporation's common stock subject to
such award (A) if specified performance measures are satisfied or met
during the specified restriction period or (B) if the holder of such award
remains continuously in the employment of or service to a Company during
the specified restriction period and (ii) for the forfeiture of the shares
of the Corporation's common stock subject to such award (A) if specified
performance measures are not satisfied or met during the specified
restriction period or (B) if the holder of such award does not remain
continuously in the employment of or service to a Company during the
specified restriction period.
(c) Share Certificates. During the restriction period, a certificate
or certificates representing a restricted stock award may be registered in
the holder's name and may bear a legend indicating that the ownership of
the shares of the Corporation's common stock represented by such
certificate is subject to the restrictions, terms and conditions of the
Plan and the formal written agreement relating to the restricted stock
award. All such certificates shall be deposited with the Corporation,
together with stock powers or other instruments of assignment (including a
power of attorney), each endorsed in blank with a guarantee of signature if
deemed necessary or appropriate by the Corporation, which would permit
transfer to the Corporation of all or a portion of the shares of the
Corporation's common stock subject to the restricted stock award in the
event such award is forfeited in whole or in part. Upon termination of any
applicable restriction period (and the satisfaction or attainment of
applicable performance measures) and subject to the Corporation's right to
require payment of any taxes in accordance with Article XIX, a certificate
or certificates evidencing ownership of the requisite number of shares of
the Corporation's common stock shall be delivered to the holder of such
award.
(d) Rights with Respect to Restricted Stock Awards. Unless otherwise
set forth in the formal written agreement relating to a restricted stock
award, and subject to the terms and conditions of a restricted stock award,
the holder of such award shall have all rights as a stockholder of the
Corporation, including, but not limited to, voting rights, the right to
receive dividends and the right to participate in any capital adjustment
applicable to all holders of the Corporation's common stock; provided,
however, that a distribution with respect to shares of the Corporation's
common stock, other than a distribution in cash, shall be deposited with
the Corporation and shall be subject to the same restrictions as the shares
of the Corporation's common stock with respect to which such distribution
was made.
XIV. Action to Prevent Dilution. If any change is made in the stock subject to
this Plan by reason of stock dividends, a stock split-up or similar corporate
action, appropriate actions shall be taken by the Committee as to the number of
shares and price per share of the stock subject to this Plan or to any award
granted hereunder and to the maximum number of shares of the Corporation's
common stock with respect to which awards may be granted under this Plan during
any calendar year to any person in order to prevent dilution.
XV. Securities Registration. in the event that at any time the Plan is not
registered by the Corporation under the Securities Act of 1933, as amended, the
issuance of shares under said Plan shall be subject to the following provision:
a participant shall certify to the Corporation in such form as it shall require
that he or she will receive and hold such shares for investment and not with a
view to resale or distribution thereof to the public.
XVI. Employment Obligations. The grant of an award under this Plan shall not
impose any obligation on any of the Companies to continue the employment of any
participant. Participation in this Plan shall not affect the eligibility of any
participant for any profit sharing, bonus, insurance, pension, or other extra
compensation plan which any of the Companies may have heretofore adopted or may
at any time hereafter adopt for any employees and other key individuals who
perform services therefor.
XVII. Assignment and Designation of Beneficiary. Any option or stock
appreciation right granted under the Plan shall, by its terms, be exercisable
during the lifetime of the participant only by the participant. Any award
granted under the Plan shall not be assigned, pledged or hypothecated in any
way, shall not be subject to execution, and shall not be transferable by the
participant otherwise than by will or the laws of descent and distribution or to
be designated beneficiary in the event of the participant's death. Any attempt
at assignment, transfer, pledge, hypothecation or other disposition of any award
granted hereunder contrary to the provisions hereof; and the levy of any
attachment or similar proceedings upon any option or stock appreciation right,
shall be null and void. A participant may file with the Corporation a written
designation of one or more persons as such participant's beneficiary or
beneficiaries (both primary and contingent) in the event of the participant's
death. To the extent an outstanding option or stock appreciation right granted
hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to
exercise such option or stock appreciation right.
Each beneficiary designation shall become effective only when filed in
writing with the Corporation during the participant's lifetime on a form
prescribed by the Corporation. The spouse of a married participant domiciled in
a community property jurisdiction shall join in any designation of a beneficiary
other than such spouse. The filing with the Corporation of a new beneficiary
designation shall cancel all previously filed beneficiary designations. If a
participant fails to designate a beneficiary, or if all designated beneficiaries
of a participant predecease the participant, then each outstanding option
hereunder held by such participant, to the extent exercisable, may be exercised
by such participant's executor, administrator, legal representative or similar
person.
XVIII. Liquidation. Upon the complete liquidation of the Corporation, any
outstanding awards heretofore granted under this Plan shall be deemed canceled.
In the event of the complete liquidation of the Company (other than the
Corporation) employing the participant or for which he or she performs services
or in the event such Company ceases to be a subsidiary of the Corporation, any
outstanding awards granted hereunder shall be deemed canceled unless the
participant shall become employed by or commences to render services to another
Company (including the Corporation) concurrently with such event.
XIX. Withholding Requirements. The Corporation shall have the right to require,
prior to the issuance or delivery of any shares of the Corporation's common
stock, payment by the holder of the award of any federal, state, local or other
taxes which may be required to be withheld or paid in connection with the award.
At the request of a participant or his or her personal representative, and
subject to approval by the Corporation, the Corporation may satisfy any such tax
withholding obligations by withholding from the number of shares to be delivered
to the participant that number of shares (based on the then fair market value of
the shares) equal to the amount of such tax to be withheld. In the alternative,
and subject to approval by the Corporation, the participant may deliver to the
Corporation in whole or partial satisfaction of such tax withholding
obligations, previously owned whole shares to which the participant has good
title, free and clear of all liens and encumbrances, which shall be valued for
such purpose at the then fair market value of such shares.
XX. Governing Law. Awards granted under this Plan shall be construed and shall
take effect in accordance with the laws of the State of Illinois.
XXI. Amendment and Construction. The Board may supplement, amend, suspend or
discontinue this Plan at any time for any reason whatsoever; provided, however,
unless the Board specifically otherwise provides, any revision or amendment that
would cause this Plan to fail to comply with any applicable law or regulation if
such revision or amendment were not approved by the stockholders of the
Corporation shall not become effective unless and until the approval of the
stockholders of the Corporation is obtained; and provided, further, however,
that no award under this Plan may be altered or canceled, except in accordance
with its terms, without the written consent of the participant to whom such
award was granted. The Committee shall have the exclusive authority to
administer this Plan and to construe the terms of this Plan and any award
granted under it.
XXII. Term of the Plan. No award shall be granted hereunder after 10 years from
May 26, 1999.
Exhibit 4.4
TRUE NORTH COMMUNICATIONS INC.
(formerly Foote, Cone & Belding Communications, Inc.)
OUTSIDE DIRECTOR STOCK OPTION PLAN
1. Purpose and Eligibility. The purpose of this Outside Director Stock
Option Plan (the "Plan") of Foote, Cone & Belding Communications, Inc. (the
"Corporation") is to provide an incentive to outside directors of the
Corporation to increase stockholder value. The term "outside director" refers to
those directors who are not employees of the Corporation or any subsidiary and
are not eligible for options under any other option plan of the Corporation.
2. Administration. The Plan shall be administered by a committee (the
"Committee") of three employee directors appointed by the Board of Directors of
the Corporation. Grants of stock options under the Plan and the terms of the
options shall be in accordance with Sections 4 and 5 herein. However, the
Committee may establish rules and regulations for the administration of the Plan
and interpret the Plan, including any options issued under the Plan.
3. Shares Issuable. The shares of the Corporation's common stock which
may be the subject of options granted under the Plan shall be made available
from the then available shares authorized by the stockholders of the Corporation
to be the subject of options under the Corporation's Stock Option Plan as
amended and related on May 15, 1991.
4. Price. The price of the common stock of the Corporation offered to
any director under the Plan shall be the average fair market value of the common
stock over the ten trading days prior to the date of grant. The date of grant of
options granted under Section 5(a) below to existing or new outside directors
shall be May 20, 1992 or, as to outside directors elected or appointed after
that date, the date of their election or appointment to the Board of Directors.
The date of grant of annual options under 5(b) below shall be the date on which
the Corporation publicly announces the audited results of operations for the
prior year. The date of grant of discretionary options under 5(c) below shall be
the date on which Board of Director approval takes place, or as set forth in the
respective option agreements.
5. Stock Option Awards. (a) An option for 2,000 shares of common stock
shall be granted to each outside director as of May 20, 1992, and thereafter to
each new outside director upon appointment or election to the Board of
Directors.
(b) Options shall be granted annually to each outside director for the
whole number of shares of common stock determined with reference to the formula
below by dividing the director's total cash compensation for outside director
services during the prior year by the fair market value of the common stock
determined as provided in Section 4 above. Options granted hereunder shall be in
addition to a director's annual retainer. The Corporation's "Net Income" as
reflected in the Corporation's audited Consolidated Statements of Income for the
relevant year shall be the basis upon which the attainment of the Net Income
Growth for such year is determined, except that Net Income for 1991 shall be
deemed to have been $18,400,000 for these purposes.
Annual Option
Award as a % of
Net Income Growth over Prior Year Cash Compensation
- --------------------------------- -----------------
Less than 5%......................................... 0%
5%, but less than 7.5%............................... 50%
7.5%, but less than 12.5%............................ 100%
12.5% or more........................................ 200%
(c) Discretionary options may be granted to outside directors from
time to time as recommended by the Committee and approved by the Board of
Directors.
6. Time of Exercise and Expiration of Options. Each option granted
under 5(a) or 5(b) of the Plan shall be exercisable as to one-third of the
shares of common stock subject to such option on the date of grant of the
option, as to an additional one-third of the shares of common stock subject to
such option on each of the first and second anniversary of the date of grant of
the option. Options granted under 5(c) of the Plan shall be exercisable as
recommended by the Committee and approved by the Board of Directors. Any option
granted under the Plan shall by its terms expire no later than ten (10) years
after the date of its grant.
7. Notice of Grant. When any grant of an option is made under the Plan,
the outside director shall be promptly notified of such grant. As soon
thereafter as practicable a formal option agreement shall be executed by and
between the Corporation and such outside director.
8. Action to Prevent Dilution. If any change is made in the stock
subject to the Plan by reason of a stock dividend, stock split-up, merger,
consolidation, recapitalization or other change in corporation structure,
appropriate actions shall be taken by the Committee as to the number of shares
and price per share of the stock subject to any option granted hereunder in
order to prevent dilution.
9. Ceasing to be a Director. In the event that an outside director
shall cease to be a director for any other reason other than removal of such
director for cause, all then outstanding options granted to such director
hereunder shall expire one year thereafter, except that such period shall be
extended to one year from the date of death or incapacity. The optionholder or a
personal representative or designated beneficiary may exercise the option to the
extent the option is exercisable at the date the optionholder ceases to be a
director.
10. Manner of Exercise. Each exercise of an option granted hereunder
shall be made by the delivery by the optionholder or a personal representative
or designated beneficiary of written notice of such election to the Corporation,
together with full payment in cash or in shares of the Corporation, or a
combination of the two.
11. Assignment and Designation of Beneficiary. Options shall be
exercisable during the lifetime of the optionholder only by the optionholder.
Options may not be assigned, pledged or hypothecated in any way, shall not be
subject to execution, and shall not be transferable by the optionholder
otherwise than by will or the laws of descent and distribution or a designated
beneficiary in the event of the optionholder's death. A optionholder may file
with the Corporation a written designation of one or more persons as such
optionholder's beneficiary or beneficiaries (both primary and contingent) in the
event of the optionholder's death. To the extent an outstanding option granted
hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to
exercise such option.
Each beneficiary designation shall become effective only when filed in
writing with the Corporation during the optionholder's lifetime on a form
prescribed by the Corporation. The spouse of a married optionholder domiciled in
a community property jurisdiction shall join in any designation of a beneficiary
other than such spouse. The filing with the Corporation of a new beneficiary
designation shall cancel all previously filed beneficiary designations. If a
optionholder fails to designate a beneficiary, or if all designated
beneficiaries of an optionholder predecease the optionholder, then each
outstanding option hereunder held by such optionholder, to the extent
exercisable, may be exercised by such optionholder's executor, administrator,
legal representative or similar person.
12. Liquidation. Upon the complete liquidation of the Corporation, any
unexercised options heretofore granted under the Plan shall be cancelled.
13. Governing Law. Options granted under the Plan shall be construed
and shall take effect in accordance with the laws of the State of Delaware.
14. Amendment and Construction. The Board of Directors may supplement,
amend, suspend or discontinue the Plan at any time subject to any required
stockholder approval, and provided that the Plan shall not be amended in a
manner which would result in the Plan failing to comply with Rule 16b-3(c)(2)
under the Securities Exchange Act of 1934, and provided further that no
unexercised option granted under this Plan may be altered or cancelled, except
in accordance with its terms, without the written consent of the optionholder.
15. Effective Date and Term of the Plan. The Plan shall take effect on
the date of adoption by the stockholders of the Corporation. No stock option
shall be granted hereunder after the expiration of nine (9) years from the date
of adoption of the Plan by the stockholders of the Corporation.
Exhibit 4.5
BOZELL, JACOBS, KENYON & ECKHARDT, INC.
STOCK OPTION PLAN
As Established Effective As Of March 30, 1992
* * * * * *
ARTICLE I.
Purposes
--------
The purposes of this Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock
Option Plan (the "Plan"), are to encourage eligible employees of Bozell, Jacobs,
Kenyon & Eckhardt, Inc. (the "Company") to increase their efforts to make the
Company more successful, to provide an additional inducement for such
individuals to remain with the Company, and to increase such individuals'
proprietary interest in the Company's success.
The word "Company" when used in the Plan with reference to employment
shall include subsidiaries of the Company. The word "subsidiary" shall mean any
subsidiary of the Company, within the meaning of Section 424 (f) of the Internal
Revenue Code of 1986, as amended (the "Code").
It is intended that no option granted under this Plan shall qualify as
an "incentive stock option" under Section 422 of the Code.
ARTICLE II.
Administration
--------------
The Plan shall be administered by the Compensation Committee (the
"Committee") appointed by the Board of Directors of the Company.
Subject to the provisions of the Plan, the Committee shall have the
sole authority, in its absolute discretion: (i) to determine which of the
eligible employees of the Company shall be granted options; (ii) to authorize
the granting of options; (iii) to determine the times when options shall be
granted and the number of shares to be optioned; (iv) subject to the authority
of the Executive Committee to do the same, to prescribe the form or forms of the
option agreements under the Plan (which forms shall be consistent with the Plan
but need not be identical); (v) to adopt, amend, and rescind such rules and
regulations as, in its opinion, may be advisable in the administration of the
Plan; and (vi) to construe and interpret the Plan and the rules and regulations
and the option agreements under the Plan, and to make all other determinations
deemed necessary or advisable for the administration of the Plan. All decisions,
determinations and interpretations of the Committee shall be final and binding
on all optionees.
ARTICLE III.
Stock
-----
(a) The stock to be optioned under the Plan shall be shares of
authorized but unissued or previously issued Class B Common Stock of the
Company, par value $.00l per share (the "Stock"). The total number of shares of
Stock which may be purchased pursuant to options granted hereunder shall not
exceed in the aggregate 1,200,000 shares, except as such number of shares shall
be adjusted in accordance with the provisions of ARTICLE XI hereof. In the event
that any outstanding option under the Plan is terminated for any reason prior to
the end of the period during which options may be granted hereunder, the number
of shares of Stock subject to the unexercised portion of such option may again
be subjected to another option or options under the Plan.
(b) All shares of Stock which are purchased pursuant to options granted
hereunder shall be subject to the Stockholders' Agreement, dated February 18,
1988, by and between the Company and certain of its stockholders, as amended
from time to time, or to any successor thereto (the "Stockholders' Agreement")
ARTICLE IV.
Eligibility of Participants
---------------------------
Those employees of the Company who are eligible for grants of options
are members of the Executive Committee of the Company and other officers and key
employees of the Company (including directors of the Company who are also
employees thereof), in each case as determined by the Compensation Committee of
the Company upon the recommendation of the Chief Executive Officer of the
Company. The number of options which may be granted to a participant under the
Plan shall be determined by the compensation Committee, upon the recommendation
of the Chief Executive officer of the Company.
ARTICLE V.
Options
-------
Options granted pursuant to the Plan shall be evidenced by agreements
in such form as the Committee (or, as provided in Article II hereof, the
Executive Committee) shall from time to time approve, which agreements need not
contain uniform terms and conditions, but shall comply with and be subject to
all the terms and conditions of the Plan. More than one option may be granted to
any optionee.
ARTICLE VI.
Option Price
------------
In the case of each option granted under the Plan, the option price per
share of Stock shall be equal to 100% of the appraised value of the Stock on the
March 31 coincident with or immediately preceding the date of grant of such
option. In no event, however, shall the option price per share of Stock be less
than an amount equal to the par value of a share of Stock. For purposes of this
ARTICLE VI, "appraised value" shall mean the value of the Stock, as determined
by an independent appraiser, pursuant to the Stockholders' Agreement. For this
and all other Plan purposes, the date of grant of an option shall be the date as
of which the option agreement for such option is executed by the Company.
ARTICLE VII.
Term of Options
---------------
Each option issued hereunder shall become exercisable as to all of the
shares of Stock subject to such option as of the earliest of the following
events: (i) the sixth anniversary of the date of grant of such option; (ii) the
death or termination of employment for disability (as hereinafter defined) of
the optionee; (iii) a Change of Control of the Company (as hereinafter defined);
(iv) in the case of a Long Term Employment Contract Optionee (as hereinafter
defined), and Linda Robinson, James Lake and Kenneth Lerer, if such optionee
ceases to be employed by the Company prior to the sixth anniversary of the date
of grant of such option in the case of a Long Term Employment Contract Optionee
or the third anniversary of the date of grant of such option in the case of
Linda Robinson, James Lake and Kenneth Lerer, by reason of such optionee having
been terminated without cause (as hereinafter defined) (such optionee being an
"Early Termination Optionee"), the date, if at all, that the Company notifies
the optionee in writing that such optionee has breached in any material respect
a Restrictive Covenant (as hereinafter defined) (without taking into account the
reason why such optionee is no longer employed by the Company); or (v) the
occurrence of such other events as the Committee may determine from time to
time. Any other provision of the Plan notwithstanding, no option issued
hereunder shall be exercisable after the date ten years from the date of grant
of such option.
The option held by any optionee shall immediately terminate (i) in the
case of an optionee who as of the date of grant of such option is party to an
employment agreement with the Company having a term of employment of at least
six years from the date of grant of such option (the "Long Term Employment
Contract Optionees"), and Linda Robinson, James Lake and Kenneth Lerer, if (x)
the optionee's employment shall be terminated for cause or (y) the optionee
terminates his or her employment with the Company in breach of the terms of his
or her employment agreement with the Company or any subsidiary thereof, in
either case prior to the date that his or her option becomes exercisable; and
(ii) in the case of all other optionees, if the optionee shall cease to be
employed by the Company for any reason (whether or not for cause) other than
death, disability or retirement (as hereinafter defined), prior to the date that
his or her option becomes exercisable. If an optionee shall die or terminate
employment for disability, the option held by such optionee (or, in the case of
death, the optionee's transferee) shall terminate on the first anniversary of
the optionee's date of death or termination of employment for disability, as
applicable. If a Long Term Employment Contract Optionee ceases to be employed by
the Company for cause after an option held by such Optionee is exercisable, such
option shall terminate 30 days after the date of such termination of employment.
The option held by an Early Termination Optionee who, following the termination
of his employment without cause, breaches in any material respect a Restrictive
Covenant as provided in clause (iv) of the first sentence of this Article VII
shall terminate thirty days after the Company furnishes such Early Termination
Optionee with written notice of such breach. In the case of Linda Robinson,
James Lake or Kenneth Lerer, if an option becomes exercisable on the sixth
anniversary of the date of its grant but the optionee does not continue in the
employ of the company beyond the third anniversary of the date of grant of the
option, the option held by such optionee shall terminate 90 days after the sixth
anniversary of the date of grant of the option. If an optionee shall breach in
any material respect any restrictive covenant pertaining to (i) solicitation of
or rendering of services for or on behalf of any then past or present client of
the Company or any of its subsidiaries, (ii) solicitation, inducement or hiring
of any then past or present employees of the Company or any of its subsidiaries,
(iii) otherwise engaging in the advertising, public relations, promotional,
marketing, research or any related business, whether for or on behalf of another
advertising or public relations agency, or of any product competitive with any
product represented by the Company or any of its subsidiaries, or (iv) otherwise
restricting the use of optionee's name, which he has under any agreement or
arrangement with the Company (or any of its subsidiaries) (the restrictive
covenants referred to in (i) through (iv) being "Restrictive Covenants"), the
option held by such optionee shall terminate (i) in the case of a Long Term
Employment Contract Optionee or Linda Robinson, James Lake or Kenneth Lerer,
thirty days after the Company furnishes such person with written notice of such
breach provided that such person fails to cure said breach within said
thirty-day period, and (ii) in the case of all other optionees, immediately.
On and after the date that an option terminates, the optionee shall
have no rights thereunder.
For purposes of this ARTICLE VII, "retirement" shall mean retirement
from active employment with the Company after reaching normal retirement age,
pursuant to the terms and conditions of the Company's retirement policy, as it
may exist from time to time. Termination of employment for "disability" shall
mean, with respect to an optionee who is subject to an employment agreement or
arrangement with the Company at the time of his termination of employment which
defines such term, the meaning which it has under such employment agreement or
arrangement. With respect to any other optionee, termination of employment for
"disability" shall have the meaning contained in the Stockholders' Agreement or,
if the Stockholders', Agreement is not in effect, shall mean termination of
employment due to the unwillingness, inability or other failure of such
individual, because of ill health or physical or mental disability, to
participate actively in the business of the Company in substantially the same
manner as at the time he acquires his option (i) for a period of 60 consecutive
business days or (ii) for a total of 90 business days, whether consecutive or
not, during any 12 consecutive calendar months during the term of the option.
Termination of employment for "cause" shall mean, with respect to an optionee
who is subject to an employment agreement or arrangement with the Company at the
time of his termination of employment which defines such term, the meaning which
it has under such employment agreement or arrangement. With respect to any other
optionee, a termination of employment shall be for "cause" only in the event
that the Company determines that the optionee (i) has committed a felony or any
crime involving dishonesty, (ii) has committed an act or omission constituting
willful misconduct that is injurious to the Company or any of its subsidiaries,
or (iii) has continued unsatisfactory performance of his assigned duties at the
conclusion of a prescribed probationary period. A "Change of Control of the
Company" shall mean the sale of all or substantially all the assets of the
Company or if any person or a group of persons (as defined under Section 13(d)
(3) of the Securities Exchange Act of 1934, as amended) (other than persons who
are stockholders of the Company on the date of the adoption of the Plan) becomes
the beneficial owner (within the meaning of Rule 13d-3 under said act), by
whatever means, of shares of common stock of the Company (or in the case of any
merger, consolidation or reorganization, of the surviving or new entity)
constituting in excess of 50% of the voting rights of all outstanding shares of
common stock of the Company (or in the case of any merger, consolidation or
reorganization, of the surviving or new entity).
ARTICLE VIII.
Exercise of Options
-------------------
An optionee (or, in the case of death of the optionee, his transferee)
may exercise his option in whole at any time or in part from time to time,
during the exercise period with respect thereto set forth in ARTICLE VII. An
optionee (or, in the case of death of the optionee, his transferee) shall
exercise his option by delivering to the Company at the address provided in the
option agreement a written, signed notice of exercise, stating the number of
shares of Stock with respect to which he has elected to exercise his option,
together with payment therefor as provided in ARTICLE IX. Upon receipt by the
Company of any notice of exercise, the exercise of the option as set forth in
that notice shall be irrevocable.
ARTICLE IX.
Payment for Shares
------------------
Payment for shares of Stock purchased upon exercise of an option
granted hereunder shall be made in full, in cash, at the time of exercise of
such option.
ARTICLE X.
Non-Transferability of Option Rights
------------------------------------
No option shall be transferable except by will or the laws of descent
and distribution. During the lifetime of the optionee, an option shall be
exercisable only by the optionee.
ARTICLE XI.
Adjustment for Stock Dividend, Merger, Etc.
-------------------------------------------
The aggregate number of shares of Stock which may be purchased pursuant
to options granted hereunder, the number of shares of Stock covered by each
outstanding option and the price per share of each outstanding option shall be
proportionately and appropriately adjusted for any increase or decrease in the
number of outstanding shares of Stock resulting from a stock split or other
subdivision or a consolidation of shares of Stock, or for any other capital
adjustments or payments of dividends or other distributions in the form of Stock
or other increases or decreases in the outstanding shares of Stock or an
exchange for a different number or kind of shares effected without receipt of
consideration by the Company.
Subject to the occurrence of a Change of Control of the Company, if the
Company shall be a party to any merger, consolidation or other reorganization,
any option granted hereunder shall pertain to and apply to the securities of the
surviving corporation or the parent of the surviving corporation, as the case
may be, to which a holder, immediately prior to such merger, consolidation or
other Reorganization, of the number of shares of Stock then subject to the
option would have been entitled upon such merger, consolidation or other
reorganization, and the price per share shall proportionately or appropriately
be adjusted. In case of any recapitalization of the Company pursuant to which
the then outstanding shares of Stock are changed into other shares of stock, an
optionee, upon any exercise of his option, shall receive, in lieu of the shares
of Stock which he would otherwise be entitled to receive, the shares of stock
which the Optionee would have received upon such recapitalization, if
immediately prior thereto he had owned the shares of Stock to which such
exercise of the option relates and had exchanged such shares in accordance with
the terms of such recapitalization.
The Company shall not be required to adjust the number of shares of
Stock subject to an option or the price per share thereof for any reason not
specifically enumerated in this ARTICLE XI.
The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Committee in its sole
discretion. Any such adjustment may provide for the elimination of any
fractional share which might otherwise become subject to an option.
ARTICLE XII.
No Obligation to Exercise Option
--------------------------------
Granting of an option shall impose no obligation on the recipient to
exercise such option.
ARTICLE XIII.
Use of Proceeds
---------------
The proceeds received from the sale of Stock pursuant to the Plan shall
be used for general corporate purposes or such other purposes as determined by
the Company.
ARTICLE XIV.
Rights as a Stockholder
-----------------------
An optionee or a transferee of an option shall have no rights as a
stockholder with respect to any shares covered by his option unless and only to
the extent that he shall have become the holder of record of such shares, and
(except as other provided in ARTICLE XI) he shall not be entitled to any
dividends or distributions or other rights in respect of such shares for which
the record date is prior to the date on which he shall have become the holder of
record thereof.
ARTICLE XV.
Employment Rights
-----------------
Nothing in the Plan or in any option agreement granted hereunder shall
confer on any optionee any right to continue in the employ of the Company or to
interfere in any way with the right of the Company to terminate an optionee's
employment at any time.
ARTICLE XVI.
Compliance with Law
-------------------
The Company shall have no liability for failure to (or delay in) issue
or transfer any shares of Stock subject to options under the Plan resulting from
its inability to obtain (or any delay in obtaining) all requisite regulatory
authority, if counsel for the Company deems such authority necessary for lawful
issuance or transfer of any such shares. Appropriate legends may be placed on
the stock certificates evidencing shares issued upon exercise of options to
reflect such transfer restrictions and applicable restriction under securities
laws and legends required by the Stockholders' Agreement.
ARTICLE XVII.
Expiration Date of Plan
-----------------------
No option shall be granted hereunder after March 29, 2002.
Amendment or Discontinuance of Plan
-----------------------------------
The Board of Directors of the Company or the Committee may at any time,
without the consent of the optionees, terminate the Plan entirely and at any
time, or from time to time, amend or modify the Plan; provided, however, that no
such action shall adversely affect options theretofore granted hereunder. The
Executive Committee of the Company may at any time, without the consent of the
optionees, terminate the Plan entirely; provided, however, that such termination
shall not adversely affect options theretofore granted.
ARTICLE XVIII.
Construction
------------
Except as otherwise clearly required by the context, the masculine
gender when used herein shall include the feminine, and the singular form shall
include the plural.
ARTICLE XIX.
Governing Law
-------------
The validity, construction and performance of this Plan shall be
governed by and interpreted in accordance with the internal laws of the State of
New York, without reference to the conflicts of law provisions thereof, except
insofar as they may require application of the corporation law of the State of
Delaware.
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Richard A. Goldstein, whose
signature appears below, constitutes and appoints John J. Dooner, Jr., Sean F.
Orr and Nicholas J. Camera, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Post-Effective Amendment No. 1 to Registration Statement
on Form S-4 to convert such Registration Statement into Registration Statement
on Form S-8 of The Interpublic Group of Companies, Inc. and any and all
amendments to the Registration Statement on Form S-8, and to file the same, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or would do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agent or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
/s/ Richard A. Goldstein June 25, 2001
------------------------------------
Richard A. Goldstein