IPG » Topics » Change of Control.

This excerpt taken from the IPG 8-K filed Jun 2, 2009.
Change of Control. Upon the occurrence of a Change of Control, all Awards then outstanding shall immediately become fully vested and any performance-based awards and EIP Awards granted under Sections 6, 7, 8 and 9 hereof shall pay at the target level set forth in the applicable Award Agreement; provided, that the Board shall have discretion to prevent accelerated vesting of any Award, if the Board’s exercise of discretion does not change the time or form of payment of any Award in a way that would violate the requirements of Section 409A of the Code.

(f)            

This excerpt taken from the IPG DEF 14A filed Apr 30, 2009.

Change of Control

        Upon the occurrence of a "change of control," all awards then outstanding will immediately become fully vested and any performance-based awards and EIP awards will pay at target. A change of control is defined by the Plan to mean, in general, the occurrence of any of the following events: (i) any person (within the meaning of Sections 13(d) and 14(d) of the Exchange Act becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of stock that, together with other stock held by such person, possesses more than 50 percent of the combined voting power of Interpublic's then-outstanding stock; (ii) any person (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) ownership of stock of Interpublic possessing 30 percent or more of the combined voting power of Interpublic's then-outstanding stock; (iii) any person (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) assets from Interpublic that have a total gross fair market value equal to 40 percent or more of the total gross fair market value of all of the assets of Interpublic immediately prior to such acquisition or acquisitions (where gross fair market value is determined without regard to any associated liabilities); or (iv) during any 12-month period, a majority of the members of the Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of their appointment or election.

This excerpt taken from the IPG DEF 14A filed Apr 27, 2006.
Change of Control. Unless the Board determines otherwise as provided in an Award Agreement, upon the occurrence of a Change of Control, all Awards then outstanding shall immediately become fully vested and any performance-based awards and MICP awards granted under Sections 7 and 8 hereof will pay at the maximum level set forth in the applicable Award Agreement.

(e)  

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