Sample Business Contracts


Executive Special Benefit Agreement - Interpublic Group of Companies Inc. and James R. Heekin


                       EXECUTIVE SPECIAL BENEFIT AGREEMENT
                       -----------------------------------


          AGREEMENT  made as of January 1, 1994 by and between  THE  INTERPUBLIC
GROUP OF COMPANIES,  INC., a corporation  of the State of Delaware  (hereinafter
referred to as "Interpublic")  and JAMES R. HEEKIN  (hereinafter  referred to as
"Executive").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS,  Executive is in the employ of Interpublic and/or one or more
of its subsidiaries (Interpublic and its subsidiaries being hereinafter referred
to collectively as the "Corporation"); and

          WHEREAS,  Interpublic and Executive  desire to enter into an Executive
Special  Benefit  Agreement  which  shall  be  supplementary  to any  employment
agreement  or  arrangement  which  Executive  now or  hereinafter  may have with
respect to Executive's employment by Interpublic or any of its subsidiaries;

          NOW,  THEREFORE,  in  consideration  of the mutual promises herein set
forth, the parties hereto, intending to be legally bound, agree as follows:


                                    ARTICLE I
                                    ---------

                      Death and Special Retirement Benefits
                     --------------------------------------

          1.01 For purposes of this  Agreement the "Accrual Term" shall mean the
period of seventy-two  months beginning on the date of this Agreement and ending
on the day  preceding  the sixth  anniversary  hereof or on such earlier date on
which Executive shall cease to be in the employ of the Corporation.

          1.02 The  Corporation  shall  provide  Executive  with  the  following
benefits  contingent  upon  Executive's   compliance  with  all  the  terms  and
conditions  of this  Agreement  and  Executive's  satisfactory  completion  of a
physical  examination  in  connection  with an  insurance  policy on the life of
Executive which  Interpublic or its assignee (other than Executive)  proposes to
obtain and own.  Effective at the end of the Accrual  Term,  Executive's  annual
compensation  will be  increased by $25,000 if Executive is in the employ of the
Corporation at that time.

          1.03 If,  during the  Accrual  Term or  thereafter  during a period of
employment  by the  Corporation  which  is  continuous  from  the  date  of this
Agreement,  Executive  shall die while in the  employ  of the  Corporation,  the
Corporation  shall pay to such  beneficiary or  beneficiaries as Executive shall
have designated pursuant to Section 1.07 (or in the absence of such designation,
shall pay to the  Executor  of the Will or the  Administrator  of the  Estate of
Executive)  survivor income payments of Eighty Two Thousand Five Hundred Dollars
($82,500) per annum for fifteen years following Executive's death, such payments
to be made on January 15 of each of the fifteen  years  beginning  with the year
following the year in which Executive dies.
<PAGE>
          1.04 If, after a continuous period of employment from the date of this
Agreement, Executive shall retire from the employ of the Corporation so that the
first  day on which  Executive  is no longer  in the  employ of the  Corporation
occurs on or after Executive's  sixtieth birthday,  the Corporation shall pay to
Executive special  retirement  benefits at the rate of Eighty-Two  Thousand Five
Hundred  Dollars  ($82,500)  per  annum for  fifteen  years  beginning  with the
calendar month following Executive's last day of employment, such payments to be
made in equal monthly installments.

          1.05 If, after a continuous period of employment from the date of this
Agreement,  Executive shall retire,  resign, or be terminated from the employ of
the  Corporation  so that the first day on which  Executive  is no longer in the
employ of the Corporation  occurs on or after Executive's  fifty-fifth  birthday
but  prior to  Executive's  sixtieth  birthday,  the  Corporation  shall  pay to
Executive  special  retirement  benefits at the annual rates set forth below for
fifteen years beginning with the calendar month following  Executive's  last day
of employment, such payments to be made in equal monthly installments:

Last Day of Employment                                             Annual Rate
On or after 55th birthday but prior to 56th birthday               $ 57,750
On or after 56th birthday but prior to 57th birthday               $ 62,700
On or after 57th birthday but prior to 58th birthday               $ 67,650
On or after 58th birthday but prior to 59th birthday               $ 72,600
On or after 59th birthday but prior to 60th birthday               $ 77,550

          1.06 If, following such termination of employment, Executive shall die
before  payment  of all of the  installments  provided  for in  Section  1.04 or
Section 1.05, any remaining  installments  shall be paid to such  beneficiary or
beneficiaries as Executive shall have designated pursuant to Section 1.07 or, in
the  absence  of  such  designation,   to  the  Executor  of  the  Will  or  the
Administrator of the Estate of Executive.

          1.07 For  purposes of Sections  1.03,  1.04 and 1.05,  or any of them,
Executive may at any time  designate a beneficiary  or  beneficiaries  by filing
with the chief personnel  officer of Interpublic a Beneficiary  Designation Form
provided by such officer. Executive may at any time, by filing a new Beneficiary
Designation Form, revoke or change any prior designation of beneficiary.

          1.08 If Executive shall die while in the employ of the Corporation, no
sum shall be payable pursuant to Sections 1.04, 1.05, 1.06, 2.01, 2.02 or 2.03.

          1.09 In  connection  with the life  insurance  policy  referred  to in
Section  1.02,  Interpublic  has  relied  on  written  representations  made  by
Executive  concerning  Executive's age and the state of Executive's  health.  If
said representations are untrue in any material respect,  whether directly or by
omission, and if the Corporation is damaged by any such untrue  representations,
no sum shall be payable  pursuant to Sections 1.03, 1.04, 1.05, 1.06, 2.01, 2.02
or 2.03.

          1.10 It is expressly  agreed that  Interpublic or its assignee  (other
than  Executive)  shall  at all  times  be  the  sole  and  complete  owner  and
beneficiary of the life insurance  policy referred to in Sections 1.02 and 1.09,
shall have the  unrestricted  right to use all amounts and  exercise all options
and  privileges  thereunder  without the  knowledge  or consent of  Executive or
Executive's  designated  beneficiary  or  any  other  person  and  that  neither
Executive nor Executive's designated beneficiary nor any other person shall have
any right,  title or  interest,  legal or  equitable,  whatsoever  in or to such
policy.
<PAGE>

                                   ARTICLE II
                                   ----------
                        Alternative Deferred Compensation
                        ---------------------------------

          2.01 If Executive shall, for any reason other than death,  cease to be
employed by the Corporation on a date prior to Executive's fifty-fifth birthday,
the  Corporation  shall,  in lieu of any  payment  pursuant to Article I of this
Agreement,  compensate  Executive  by  payment,  at the times and in the  manner
specified  in  Section  2.02,  of a sum  computed  at the rate of  Twenty  Fivey
Thousand Dollars ($25,000) per annum for each full year and proportionate amount
for  any  part  year  from  the  date  of  this  Agreement  to the  date of such
termination  during which Executive is in the employ of the  Corporation  with a
maximum payment of One Hundred Fifty Thousand dollars  ($150,000).  Such payment
shall  be  conditional  upon  Executive's  compliance  with  all the  terms  and
conditions of this Agreement.

          2.02 The  aggregate  compensation  payable under Section 2.01 shall be
paid in equal consecutive monthly  installments  commencing with the first month
in which  Executive is no longer in the employ of the Corporation and continuing
for a number of months equal to the number of months which have elapsed from the
date of this  Agreement  to the  commencement  date  of such  payments,  up to a
maximum of 72 months.

          2.03 If Executive dies while receiving payments in accordance with the
provisions  of Section 2.02,  any  installments  payable in accordance  with the
provisions  of  Section  2.02 less any  amounts  previously  paid  Executive  in
accordance  therewith,  shall  be  paid  to  the  Executor  of the  Will  or the
Administrator of the Estate of Executive.

          2.04 It is  understood  that none of the payments  made in  accordance
with this Agreement  shall be considered  for purposes of  determining  benefits
under the  Interpublic  Pension Plan, nor shall such sums be entitled to credits
equivalent  to  interest  under the Plan for Credits  Equivalent  to Interest on
Balances of Deferred  Compensation  Owing under  Employment  Agreements  adopted
effective as of January 1, 1974 by Interpublic.


                                   ARTICLE III
                                   ----------

                    Non-solicitation of Clients or Employees
                    -----------------------------------------

          3.01 Following the termination of Executive's employment hereunder for
any reason,  Executive  shall not for a period of  twenty-four  months from such
termination, if such termination occurs during the first two years of employment
hereunder,  or  for a  period  of  twelve  months  if  such  termination  occurs
subsequent to the first two years of employment, either (a) solicit any employee
of the  Corporation  to leave such employ to enter the employ of Executive or of
any  corporation or enterprise  with which  Executive is then  associated or (b)
solicit or handle on  Executive's  own behalf or on behalf of any other  person,
firm or  corporation,  the  advertising,  public  relations,  sales promotion or
market research  business of any advertiser which is a client of the Corporation
at the  time  of  such  termination  and as to  which  brand  Executive  devoted
services.

<PAGE>
                                   ARTICLE IV
                                   ----------

                                   Assignment
                                   -----------

          4.01 This Agreement  shall be binding upon and inure to the benefit of
the successors and assigns of Interpublic. Neither this Agreement nor any rights
hereunder  shall be  subject in any matter to  anticipation,  alienation,  sale,
transfer,  assignment,  pledge, encumbrance or charge by Executive, and any such
attempted  action by Executive  shall be void. This Agreement may not be changed
orally, nor may this Agreement be amended to increase the amount of any benefits
that are payable  pursuant to this Agreement or to accelerate the payment of any
such benefits.


                                    ARTICLE V
                                   ----------

                        Contractual Nature of Obligation
                        --------------------------------

          5.01 The liabilities of the Corporation to Executive  pursuant to this
Agreement shall be those of a debtor pursuant to such contractual obligations as
are created by the Agreement.  Executive's rights with respect to any benefit to
which Executive has become  entitled under this  Agreement,  but which Executive
has not yet received, shall be solely the rights of a general unsecured creditor
of the Corporation.


                                   ARTICLE VI
                                   ----------

                                 Applicable Law
                                 ---------------

          6.01 This  Agreement  shall be governed by and construed in accordance
with the laws of the State of New York.


                                        THE INTERPUBLIC GROUP OF
                                        COMPANIES, INC.


                                        By: /s/ C. KENT KROEBER
                                           -------------------------------------
                                              C. KENT KROEBER



                                        By: /s/ JAMES R. HEEKIN, III
                                           -------------------------------------
                                              JAMES R. HEEKIN, III

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