As of June 1, 2001
Mr. Richard A. Goldstein
Chairman and Chief Executive Officer
International Flavors & Fragrances, Inc.
521 West 57th Street
New York, New York 10019
Dear Mr. Goldstein:
This letter sets forth the terms and conditions under which The
Interpublic Group of Companies, Inc., agrees to pay you Deferred
Compensation with respect to such period of time beginning on June 1,
2001 and ending on the date of your retirement. Interpublic is
sometimes referred to in this letter as the "COMPANY".
1. DEFINITION OF YEAR. For purposes of this letter, each period of time
beginning on June 1st of any year, and ending on May 31st, of the
following year, shall be referred to as a "YEAR".
2. DEFERRED COMPENSATION. With respect to any compensation which may be
payable to you from time to time, as a member of The Board of Directors
of Interpublic ("Board") or any committee thereof, the Company will
compensate you by payment, at the times and in the manner specified in
this letter, of a sum equal to the aggregate amount of such
compensation ("DEFERRED COMPENSATION") computed at the rate of (see
schedule attached) per annum for each full year and a proportionate
amount for any partial year.
3. VESTING. Your right to receive accrued Deferred Compensation shall
vest on the earliest to occur of the following:
a. If you retire from the Board on the date of such retirement; or
b. In the event of your death or permanent disability (as defined in
the Long Term Disability Plan of the Company) on the date of your
death or the date on which you become permanently disabled.
4. INTEREST. Credits equivalent to interest will be earned on any Deferred
Compensation ultimately payable to you in accordance with the terms and
conditions of the Plan for Credits Equivalent to Interest on Balances of
Deferred Compensation Owing under Employment Agreements (the "PLAN"), adopted
effective January 1, 1974 by The Interpublic Group of Companies, Inc. A copy of
the Plan is attached to this letter. You acknowledge that the Company has the
right to discontinue further credits equivalent to interest in accordance with
the terms and conditions of the Plan.
5. PAYMENT OF VESTED DEFERRED COMPENSATION. Vested Deferred Compensation
will be paid to you in a single lump-sum amount, with interest accrued through
the date of the lump-sum payment, upon your retirement and with the consent of
6. DEATH OR PERMANENT DISABILITY. If you die while still a member of the
Board, any amount vested in accordance with the provisions hereof, shall be paid
to the Executor of your Will or the Administrator of your Estate. If you become
permanently disabled (as defined in the Long Term Disability Plan of the
Company) while still a member of the Board, any amount vested in accordance with
the provisions hereof, shall be paid to you in the month following the month in
which you become permanently disabled.
7. SUPPLEMENTARY NATURE OF THIS LETTER. Nothing in this letter shall
obligate you to remain as a member of the Board or obligate the Company to
maintain you as a member of the Board.
8. TAXES. There shall be deduced from all amounts paid under this
Agreement any taxes that the Company reasonably determines are requested to be
withheld by any government or government agency. You or your representative
shall bear any and all taxes imposed on amounts paid under this Agreement
irrespective of whether withholding is requires.
9. GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the laws of the State of New York.
Will you please indicate your agreement to the foregoing by signing the
enclosed copy of this letter.
Very truly yours,
THE INTERPUBLIC GROUP OF
Name: Kent Kroeber
Title: Senior Vice President
- Human Resources
PLAN FOR CREDITS EQUIVALENT TO INTEREST ON
BALANCES OF DEFERRED COMPENSATION
OWING UNDER EMPLOYMENT AGREEMENTS
EFFECTIVE DATE: January 1, 1974.
BALANCES COVERED: All deferred compensation, under Employment
Agreements to which the Corporation is a
party, owing (even though not yet payable and
even though subject to conditions) on January
1, 1974 or thereafter to persons who on
January 1, 1974 or thereafter are in the
employ of the Corporation or its
subsidiaries, including balances owing to
persons who cease to be employees after that
date; subject to the right of the Corporation
to discontinue further credits of sums
equivalent to interest effective at the
beginning of any calendar year on prior
notice to the employees or former employees
DATE ON WHICH SUMS Last day of each calendar quarter (hereafter
EQUIVALENT TO INTEREST referred to as a "Crediting Date"), but in
ARE CREDITED: the year in which the final balance is paid
equivalents are also creditable on the date
of the last payment and shall be included in
the amounts so disbursed on that date.
RATES: The prevailing rate payable on 5-year
treasury notes plus 1%, such rate to be
determined conclusively by the Chief
Financial Officer of the Corporation and set
forth by him in a certificate filed with the
Secretary of the Corporation; provided,
however, that the rate credited under this
plan shall not be less than 7.25% for the
calendar year 2001.
COMPUTATION AND COM- On-each Crediting Date, credits equivalent to
POUNDING PROCEDURES : interest for the relevant period are to be
computed on the average balance of deferred
compensation owing by the Corporation under
each Employment Agreement including sums
equivalent to interest credited on prior
Crediting Dates, such average balance to be
computed pursuant to such method or methods
as shall be determined conclusively by the
Chief Financial Officer of the Corporation.
TERMS OF PAYMENT Credits equivalent to interest shall be paid
TO EMPLOYEES AND out at the same times, in the same manner,
FORMER EMPLOYEES: and on the same terms and conditions as other
items of deferred compensation accrued
pursuant to each Employment Agreement.
As amended through 10/00
Annual Retainer $24,000
- Audit 3,500/A
- Compensation 3,500/A
- Nominating 3,000/A
Committee Members 2,000/A
Board Meeting Attendance Fee 1,000
Other Meeting Attendance Fee 1,000
Second Meeting - Same Day 1,000
3,000 shares of restricted stock (five year vesting period) on the first Friday
in June of the year in which he or she becomes a Director, then 3,000 shares
every five years.
2,000 stock options on the first Friday of every June.