SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by the Party other than the Registrant []
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
............................................................
The Interpublic Group of Companies, Inc.
............................................................
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
.........................................................
2) Aggregate number of securities to which transaction
applies:
.........................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11. (Set
forth the amount on which the filing fee is calculated
and state how it was determined):
.........................................................
4) Proposed maximum aggregate value of transaction:
.........................................................
.........................................................
5) Total fee paid:
.........................................................
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid: ..........
2) Form, Schedule or Registration Statement No.: .........
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4) Date Filed: ..........
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THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 Avenue of the Americas
New York, New York 10020
April 19, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of The Interpublic Group of Companies, Inc., to be
held at 9:00 A.M. Eastern Time, on Monday, May 20, 1996. The
meeting will be held in the Auditorium of the Equitable Center,
787 Seventh Avenue, New York, New York.
The business to be considered is described in the attached
notice of the meeting and Proxy Statement.
In addition to these matters, there will be a report on the
affairs of the Company, an opportunity for questions and comments
by stockholders and a showing of selected commercials recently
produced by the Company's subsidiaries.
We hope you will be able to attend.
Sincerely,
Philip H. Geier, Jr.
Chairman of the Board
and Chief Executive Officer
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THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 Avenue of the Americas
New York, New York 10020
_________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 20, 1996
The Annual Meeting of Stockholders of The Interpublic Group
of Companies, Inc. (the "Company") will be held in the Auditorium
of the Equitable Center, 787 Seventh Avenue, New York, New York,
on Monday, May 20, 1996, at 9:00 A.M., Eastern Time, for the
following purposes:
1. To elect 10 directors;
2. To consider and act upon a proposal to adopt the 1996
Stock Incentive Plan of the Company;
3. To consider and act upon a proposal to amend the
Company's Outside Directors' Stock Option Plan;
4. To consider and act upon a proposal to confirm the
appointment of Price Waterhouse LLP ("Price
Waterhouse"), as independent accountants of the Company
for the year 1996;
5. To consider and act upon a proposed stockholder
resolution regarding Northern Ireland; and
6. To transact such other business as may properly come
before the meeting and any adjournment thereof.
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The close of business on March 25, 1996, has been designated
as the record date for the determination of stockholders entitled
to notice of and to vote at this meeting and any adjournment
thereof.
By Order of the Board of Directors,
Nicholas J. Camera
Secretary
Dated: April 19, 1996
Whether or not you plan to attend the meeting in
person, please fill in, sign, date and promptly return the
enclosed proxy in the accompanying envelope, which requires no
postage if mailed in the United States. The proxy is revocable,
so that you may still vote your shares in person if you attend
the meeting and wish to do so.
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THE INTERPUBLIC GROUP OF COMPANIES, INC.
-----------
PROXY STATEMENT
-----------
GENERAL
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors (the "Management") of The
Interpublic Group of Companies, Inc. ("Interpublic" or the
"Company") of proxies to be voted at the Annual Meeting of
Stockholders, which will be held in the Auditorium of The
Equitable Center, 787 Seventh Avenue, New York, New York, at 9:00
A.M., Eastern Time, on Monday, May 20, 1996.
The address of the Company's principal executive office is
1271 Avenue of the Americas, New York, NY 10020. This Proxy
Statement and the enclosed form of proxy are first being sent to
stockholders on or about April 19, 1996. The Company's Annual
Report to Stockholders was first sent to stockholders on or about
March 29, 1996.
Any proxy given in response to this solicitation may be
revoked at any time before it has been exercised. The giving of
the proxy will not affect your right to vote in person if you
attend the meeting. If you do not attend the Annual Meeting, or
if you attend but do not vote in person, the shares represented
by your proxy will be voted in accordance with your specification
with respect to the matters set forth in items (1) through (5)
and in the discretion of the person voting your proxy with
respect to any other matter arising and voted upon at the
meeting. Any duly executed proxy that omits such specification
will be voted FOR the election of Management's nominees for
director, FOR the adoption of the 1996 Stock Incentive Plan, FOR
the amendment to the Outside Directors' Stock Option Plan, FOR
the confirmation of Price Waterhouse LLP ("Price Waterhouse") as
independent accountants and AGAINST the stockholder resolution
regarding Northern Ireland. Stockholders have no appraisal
rights with respect to the matters being acted upon.
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OUTSTANDING SHARES
The record date for the Annual Meeting is March 25, 1996.
The outstanding capital stock of the Company at the close of
business on March 25, 1996, consisted of 79,128,246 shares of
Common Stock. Each share of Common Stock is entitled to one vote
on all matters that are submitted to a vote of stockholders at
the meeting. Set forth below is information as to direct and
indirect "beneficial ownership" (as that term is defined in rules
of the Securities and Exchange Commission) of Common Stock of the
Company as of December 29, 1995, by persons who on the basis of
data available to the Company had beneficial ownership of more
than 5% of the Common Stock of the Company:
Amount
and Nature of Percent
Name and Address Beneficial of
of Beneficial Owner Ownership <F1> Class
The Capital Group Companies, Inc. 10,585,810<F2> 13.5%
and subsidiaries
333 South Hope Street
Los Angeles, CA 90071
<F1> The Securities and Exchange Commission rules deem a person
to be the beneficial owner of a security (for purposes of
the proxy statement disclosure) if that person has or shares
either or both voting or investment power with respect to
such security. Additionally, a security is deemed to be
beneficially owned by a person who has the right to acquire
beneficial ownership thereof within 60 days -- for example,
through the exercise of a stock option. Under these
standards more than one person may be the beneficial owner
of a security.
<F2> Information was obtained from Schedule 13G filed with the
Securities and Exchange Commission by The Capital Group
Companies, Inc. ("Capital") on or about February 9, 1996.
It is reported by Capital that neither Capital nor any of
its affiliates owns for its own account shares of
Interpublic. Capital has sole dispositive power over
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10,585,810 shares of Interpublic, and sole voting power with
respect to 4,611,110 of those shares. Accounts under
discretionary management of the following investment
management companies owned by Capital hold shares of
Interpublic in the following amounts: Capital Guardian Trust
Company and a related entity - 5,314,660 shares; Capital
International Limited - 293,800 shares; Capital
International, Inc. - 6,780 shares; Capital International,
S.A., and other operating subsidiaries - 425,560 shares and
Capital Research and Management Company - 4,545,000 shares.
Capital also reported that the number of shares held
includes 155,000 shares resulting from the assumed
conversion of Interpublic's 3.75% Convertible Subordinated
Debentures due April 1, 2002.
The following table gives the direct and indirect
"beneficial ownership" of Common Stock of the Company as of March
25, 1996 of each director, of each nominee for election as a
director, of each executive officer named in the Summary
Compensation Table below, and of all directors and executive
officers of the Company as a group:
Common Options
Name of Stock Exercisable
Beneficial Owner Ownership Within 60 Days
Eugene P. Beard 250,666 179,710
Frank J. Borelli 500 -
John J. Dooner, Jr. 154,194 32,500
Philip H. Geier, Jr. 561,638 394,358
Frank B. Lowe 297,878 -
Leif H. Olsen 400 -
Martin F. Puris 514,961 -
Allen Questrom - -
J. Phillip Samper 1,400 -
Joseph J. Sisco 1,600 -
All directors and
executive officers
as a group 1,870,479 716,652
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<F3> Stock ownership includes restricted stock awarded under the
1986 Stock Incentive Plan. Common Stock ownership in column
one, together with options exercisable within 60 days in
column two, constitute the entire direct and indirect
beneficial ownership of Common Stock of each of the named
persons and the group.
<F4> No person nor the group named in the foregoing table has
beneficial ownership of more than 1% of the outstanding
shares of Common Stock except, that Mr. Geier owns 1.2% of
the outstanding Common Stock and the directors and executive
officers as a group own 3.24%.
<F5> Except for shares of the Company's Common Stock held by
Messrs. Lowe and Puris, the beneficial ownership shown is
direct. The shares shown as beneficially owned by Mr. Lowe
include 2,436 shares that he holds indirectly through a
trust, as to which he disclaims beneficial ownership. The
shares beneficially owned by Mr. Puris include 42,588 shares
of the Company's Common Stock that are owned by his spouse
of which he is the indirect beneficial owner.
VOTING
Election of directors shall be decided by a plurality of the
votes cast by the holders of shares of Common Stock present in
person or by proxy at the meeting and entitled to vote. Approval
of the proposals described in Items 2 through 5 will require the
affirmative vote of a majority of the shares present in person or
by proxy at the meeting and entitled to vote. The Company's
transfer agent tabulates the votes. Abstentions and broker
non-votes are each tabulated separately and are counted toward
the quorum. For Items 2 through 5, shares that are the subject
of an abstention on a particular matter are counted, whereas
shares that are the subject of a broker non-vote on a particular
matter are not counted, as shares entitled to vote on such
matter.
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STOCKHOLDERS' PROPOSALS TO BE PRESENTED AT 1997 ANNUAL MEETING
Proposals of stockholders intended to be presented at the
Annual Meeting of Stockholders scheduled to be held on May 19,
1997, must be received by the Company by December 26, 1996, in
order to be considered for inclusion in the Company's Proxy
Statement and form of proxy relating to that meeting.
1. ELECTION OF DIRECTORS
The nominees of the Management for election as directors of
the Company at the Annual Meeting will hold office until the next
Annual Meeting of Stockholders and until their successors are
elected and qualify or until their earlier death, resignation or
removal. Certain information concerning each nominee is provided
below. All of the nominees are presently serving as directors of
the Company. The Management believes that all of the nominees
will be available and able to serve as directors. However, if
for any reason any of these persons should not be available or
are unable to serve, proxies will be voted for the remainder of
those nominated and, unless the size of the Board of Directors is
reduced, for such substituted nominee as shall be designated by
the Management.
The following information with respect to the principal
occupation or employment, recent employment history, age and
directorships in public and certain other companies at February
29, 1996, has been furnished or confirmed to the Company by the
respective nominees.
McCann-Erickson Worldwide, Ammirati Puris Lintas Worldwide
and The Lowe Group, which are referred to herein, are worldwide
advertising agency systems owned by Interpublic.
EUGENE P. BEARD has been Vice Chairman-Finance and
Operations and Chief Financial Officer of the Company since 1995
and previously was Executive Vice President-Finance and
Operations and Chief Financial Officer of the Company from 1985
to 1995. Mr. Beard has been a director of Interpublic since
1982.
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He is a director of National Westminster Bancorp Inc., 59 Wall
Street Fund, Inc., All American Communications, Inc. and
Micrografx, Inc. Age 60.
Chairman of the Finance Committee. Member of the Executive
Policy Committee.
FRANK J. BORELLI has been Senior Vice President and Chief
Financial Officer of Marsh & McLennan Companies, Inc. since 1984.
He is a director of Marsh & McLennan Companies, Inc., Mid Ocean
Limited and United Water Resources, Inc. Mr. Borelli is Vice
Chairman and a Director of the Financial Executives Institute and
is also a Trustee of the New York City Chapter of the National
Multiple Sclerosis Society and the Nyack Hospital. Mr. Borelli
has been a director of Interpublic since 1995. Age 60.
Member of the Audit, Compensation and Finance Committees.
JOHN J. DOONER, JR. has been Chairman and Chief Executive
Officer of McCann-Erickson Worldwide since 1995 and previously
was Chief Executive Officer of McCann-Erickson Worldwide from
1994 to 1995. From 1992 to 1994, Mr. Dooner was President of
McCann-Erickson Worldwide. He served as President of
McCann-Erickson North America from 1988-1992. Mr. Dooner has
been a director of Interpublic since 1995. Age 47.
PHILIP H. GEIER, JR., Chairman of the Board and Chief
Executive Officer of the Company, has been a director of
Interpublic since 1975. Mr. Geier was elected Chairman and Chief
Executive Officer of the Company in 1980. Mr. Geier is a
director of Fiduciary Trust Company International and Woolworth
Corporation. Age 61.
Chairman of the Executive Policy Committee. Member of the Finance
and Nominating Committees.
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FRANK B. LOWE, Chairman of The Lowe Group, has been a
director of Interpublic since 1990. Mr. Lowe has served as
Chairman of The Lowe Group since its founding in 1981. Age 54.
LEIF H. OLSEN, President of Leif H. Olsen Investments, Inc.,
economic consultants and financial managers, has been a director
of Interpublic since 1972. Mr. Olsen was Senior Vice President
and Economist of First National City Bank (now Citibank, N.A.)
until 1978, when he became Chairman of the Economic Policy
Committee of Citibank N.A., a post he held until 1985. He is a
trustee of Atlantic Mutual Insurance Company and a director of
its affiliate Centennial Insurance Company. Age 70.
Chairman of the Compensation Committee. Member of the Audit,
Executive Policy and Finance Committees.
MARTIN F. PURIS, Chairman, Chief Executive Officer and Chief
Creative Officer of Ammirati Puris Lintas Worldwide as of July 1,
1995, has been a director of Interpublic since 1995. From August
1994 until July 1995, Mr. Puris was Vice Chairman of Ammirati
Puris Worldwide and Chief Executive Officer of Ammirati Puris
Lintas, Inc., both of which are subsidiaries of Interpublic. Mr.
Puris, a founder of Ammirati & Puris Inc., has been with that
company since its inception in 1974, and was its President and
Chief Executive Officer from 1974 to 1994 when Interpublic
acquired that advertising agency. Age 57.
ALLEN QUESTROM, has been Chairman and Chief Executive
Officer of Federated Department Stores, Inc. since 1990. He is a
director of Federated Department Stores, Inc. Mr. Questrom has
been a director of Interpublic since 1995. Age 55.
Member of the Compensation and Nominating Committees.
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J. PHILLIP SAMPER, formerly Chairman and Chief Executive
Officer of Cray Research, Inc. during 1995, has been a director
of Interpublic since 1990. Mr. Samper was formerly President of
Sun Microsystems Computer Corporation from 1994 to 1995. Mr.
Samper was Vice Chairman and Executive Officer of the Eastman
Kodak Company from 1986 to 1989 and a member of the Board of
Directors from 1983 to 1989. He was President and Chief
Executive Officer of Kinder-Care Learning Centers from 1990 to
1991. Mr. Samper is a director of Armstrong World Industries,
Inc. and Sylvan Learning Systems, Inc. Age 61.
Chairman of the Nominating Committee. Member of the Compensation
and Executive Policy Committees.
JOSEPH J. SISCO, Partner, Sisco Associates, international
management consultants based in Washington D.C., has been a
director of Interpublic since 1979. Dr. Sisco served as
President and subsequently as Chancellor of The American
University from 1976 to 1981. Prior thereto, he had been with
the United States State Department for more than 25 years. His
last position there was Under Secretary of State for Political
Affairs. Dr. Sisco is a director of Braun A.G., Government
Securities, Inc., Raytheon Company and Tenneco Inc. Age 76.
Chairman of the Audit Committee. Member of the Compensation,
Executive Policy and Finance Committees.
PRINCIPAL COMMITTEES OF THE BOARD OF DIRECTORS
Executive Policy Committee -- The Executive Policy Committee
is authorized to exercise all powers of the Board of Directors
which under Delaware law and the By-Laws of the Company may
properly be delegated to a committee while the Board of Directors
is not in session, except certain powers that have been delegated
to other committees of the Board of Directors. The Executive
Policy Committee did not hold any meetings in 1995.
Finance Committee -- The Finance Committee is authorized to
review the financial affairs of the Company and make
recommendations with respect thereto to the Board of Directors.
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It also approves capital budgets, guarantees of obligations of
subsidiaries and affiliates and certain capital transactions
(including mergers and acquisitions), and is the committee which
administers the Interpublic Retirement Account Plan. The Finance
Committee held 13 meetings in 1995.
Audit Committee -- The Audit Committee, whose members cannot
be officers or employees of the Company, is responsible for the
selection and retention of, subject to the approval of the Board
of Directors, and the approval of the annual compensation of, the
Company's independent accountants. The Audit Committee confers
with the independent accountants and from time to time reports to
the Board of Directors upon the scope of the auditing of the
books and accounts of the Company. It also reviews and examines
the procedures and methods employed in the Company's internal
audit program. It reviews and submits to the Board of Directors,
as soon as possible after the close of each fiscal year, the
consolidated balance sheet of the Company and its subsidiaries
and the related consolidated statements of income, of
stockholders' equity and of cash flows. The Audit Committee held
2 meetings in 1995.
Compensation Committee -- The Compensation Committee is
responsible for approving the compensation paid by the Company or
any of its subsidiaries to directors who are employees of the
Company or of any such subsidiary. For these purposes,
compensation is deemed to include: (1) salary, (2) deferred
compensation, (3) bonuses and other extra compensation of all
types, including awards under the Company's Management Incentive
Compensation Plan and the 1986 Stock Incentive Plan, (4)
insurance paid for by the Company or any of its subsidiaries
other than group plans, (5) annuities and individual retirement
arrangements, (6) stock options, (7) grants under the Long-Term
Performance Incentive Plan and (8) Special Deferred Benefit
Arrangements. It is the committee that administers the Long-Term
Performance Incentive Plan, the Management Incentive Compensation
Plan, the 1986 Stock Incentive Plan, the 1986 United Kingdom
Stock Option Plan and the Employee Stock Purchase Plan (1995).
The Compensation Committee held 7 meetings in 1995.
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Nominating Committee -- The Nominating Committee is
responsible for recommending to the Board of Directors the
persons to be nominated for election to the Board of Directors at
the Annual Meeting of Stockholders or any special meeting of
stockholders or to be selected by the Board of Directors to fill
any vacancy or any additional position created by the Board of
Directors. Stockholders who desire to recommend nominees may do
so by writing to the Secretary of the Company at the Company's
principal executive office set forth in the second paragraph on
page 1 of this Proxy Statement. Any such recommendation should
be submitted prior to December 31 of the year preceding the
Annual Meeting of Stockholders in question, and the
recommendation will be given consideration by the Nominating
Committee. The Nominating Committee held 2 meetings in 1995.
ATTENDANCE AT BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The Board of Directors of the Company held 6 meetings in
1995 and committees of the Board held a total of 24 meetings.
Each of the incumbent directors attended at least 75% of the
meetings of the Board of Directors and committees of the Board on
which the director served in 1995.
DIRECTORS' FEES
Each director who is not an employee of the Company or one
of its subsidiaries receives an annual retainer of $24,000 for
serving as a director, an annual retainer of $2,000 for each
committee on which he or she serves, a fee of $1,000 for each
meeting of the Board attended, a fee of $1,000 for each committee
meeting attended other than on a Board meeting day, and $1,000
for each committee meeting attended after the first Board or
committee meeting on any day. The Chairman of the Compensation
Committee receives an additional $3,000 per year and the Chairman
of each of the Audit and Nominating Committees receives an
additional $2,500.
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Effective June 1, 1994, an outside director with at least
five years of service has been entitled to receive an annual
retirement benefit under the Interpublic Outside Directors'
Pension Plan (the "Outside Directors' Pension Plan"). In
general, the benefit becomes payable in the month following the
month the director leaves the Board. The benefit is equal to the
amount of the annual retainer paid to the director in the year in
which he or she ceased to serve as a director and will be paid
for the same number of years as the director's years of service,
up to a maximum of 15 years. In the event of the death of a
director with a vested retirement benefit, the then present value
of the director's unpaid retirement benefits will be paid to the
surviving spouse or the estate of the director.
Effective December 31, 1995, the Outside Directors' Pension
Plan was terminated, except to the extent benefits have been
accrued prior to termination. As a result there will be no
further accruals for the benefit of existing directors under the
Outside Directors' Pension Plan for 1996 and subsequent years.
Any director with fewer than five years of service on the date of
termination will not receive any benefits under the Plan.
In 1994, the stockholders of the Company approved the
Interpublic Outside Directors' Stock Option Plan (the "Outside
Directors' Plan"). Effective June 1, 1994, the Outside
Directors' Plan provides for the issuance on the first Friday in
June in each year to each outside director serving on that date
of options to purchase shares of Common Stock having an aggregate
fair market value of $30,000 on the date of grant. The exercise
price of each option is equal to the fair market price of the
Common Stock on the date of grant. Such options become
exercisable on the third anniversary after the date of grant and
expire ten years from the date of grant.
An outside director may exercise his or her stock options
that are exercisable on the date of cessation of service for 90
days following cessation of service as a director, except that an
outside director who is eligible to receive a benefit under the
Outside Directors' Pension Plan may exercise such options for
five years following the date of retirement from the Board of
Directors, but in no event after the expiration of the ten-year
option term. Several amendments to the Outside Directors' Plan,
including an amendment to provide for restricted share awards,
are being submitted for Stockholder approval at the Annual
Meeting. See "3. Amendment of the Interpublic Outside
Directors' Stock Option Plan".
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On June 3, 1995, Mr. Borelli, Mr. Olsen, Mr. Samper and Dr.
Sisco, all outside directors at that time, each received an award
of stock options, covering 833 shares of Common Stock with an
exercise price of $36.00 per share.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation paid by the
Company and its subsidiaries to the Chief Executive Officer and
the four other most highly compensated executive officers of the
Company who were serving as executive officers on December 31,
1995 (the "named executive officers") for services rendered in
all capacities for each of the three years ended on that date.
As used in this Proxy Statement, the executive officers of the
Company are deemed to include any director of the Company who
currently serves as a chief executive officer of one of the
Company's three agency systems, McCann-Erickson Worldwide,
Ammirati Puris Lintas Worldwide and The Lowe Group. In addition
to the named executive officers who are employed by Interpublic,
the Company has designated as its other executive officers its
Senior Vice President-Human Resources, its Vice President,
General Counsel and Secretary, its Senior Vice
President-Financial Operations and its Vice President and
Controller.
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<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
----LONG TERM COMPENSATION----
------- ANNUAL COMPENSATION ----------- ------ AWARDS ------ PAYOUTS
Name Fiscal Salary Bonus Other Restricted Securities LTIP All
and Year Annual Stock Underlying Payouts Other
Principal Compen Awards Options Compen
Position -sation # -sation
<F6><F7> <F8> <F9> <F10><F11> <F12> <F13>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PHILIP H. GEIER, JR.
Chairman of the Board 1995 $965,000 $868,600 $ - $4,605,000 108,000 $843,750 $ 9,558
of Directors and Chief 1994 965,000 550,000 106,841 -0- -0- -0- 8,550
Executive Officer 1993 965,000 350,000 189,873 1,455,822 -0- 350,000 11,836
EUGENE P. BEARD
Vice Chairman-Finance 1995 $662,500 $588,245 $ - $2,878,125 63,972 $375,000 $ 7,483
and Operations, Chief 1994 575,000 400,000 47,485 -0- -0- -0- 8,549
Financial Officer and 1993 500,000 250,000 103,313 647,032 -0- 157,500 12,413
Director
JOHN J. DOONER, JR.
Chairman of McCann- 1995 $685,000 $550,000 $ 59,640 $ -0- 55,080 $535,750 $ 7,009
Erickson Worldwide 1994 600,000 375,000 84,949 2,816,795 -0- -0- 7,445
and Director of 1993 475,000 121,250 77,562 -0- -0- 97,875 10,953
Interpublic
FRANK B. LOWE
Chairman of The 1995 $660,000 $475,000 $267,366 $ -0- 30,000 $472,500 $ 8,082
Lowe Group and Director 1994 660,000 375,000 101,685 -0- -0- -0- 8,082
of Interpublic 1993 560,000 250,000 224,087 323,516 -0- -0- 8,935
MARTIN F. PURIS
Chairman of Ammirati 1995 $712,500 $475,000 $ - $1,273,125 27,000 $ -0- $ 50,638
Puris Lintas Worldwide 1994 240,097 -0- - -0- -0- -0- 1,900,528
and Director of 1993 - - - - - - -
Interpublic
<FN>
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<F6> The salaries of executive officers continuing to serve in the same position are reviewed every two years.
<F7> Mr. Puris became employed by one of Interpublic's subsidiaries on August 10, 1994, at the time Interpublic acquired
Ammirati & Puris Holdings Inc.
<F8> Consists primarily of bonus payments made pursuant to the Management Incentive Compensation Plan.
<F9> Other Annual Compensation for 1995 includes $216,667 in housing expenses paid to Mr. Lowe, $17,490 in medical/dental
coverage and $16,407 paid in respect of spousal travel on behalf of Mr. Dooner.
Other Annual Compensation for 1994 includes $31,728 paid in respect of spousal travel on behalf of Mr. Dooner and
$62,061 paid in respect of spousal travel for Mr. Lowe.
Other Annual Compensation for 1993 includes $125,000 in housing expenses paid to Mr. Lowe, $14,845 of medical/dental
coverage paid on behalf of Mr. Beard, $19,777 of medical/dental coverage paid in each instance on behalf of Messrs.
Geier, Dooner and Lowe and $22,807, $14,971, $28,675 and $54,154 paid in respect of spousal travel on behalf of Mr.
Beard, Mr. Dooner, Mr. Geier and Mr. Lowe, respectively.
<F10> The restricted stock grants in 1993 for Messrs. Geier, Beard and Lowe consist of shares issued under the Company's
1986 Stock Incentive Plan in exchange for phantom shares held under the Long-Term Performance Incentive Plan for the
1991-1994 performance period at 120% of their value on the date of the exchange pursuant to an arrangement approved by
stockholders at the 1993 Annual Meeting. Restricted stock grants covering 8,620 shares were issued to Mr. Dooner in
1994 under the 1986 Stock Incentive Plan under the same terms.
<F11> The number and value of shares of restricted stock held by the named executive officers under the 1986 Stock Incentive
Plan (the "Plan") at December 31, 1995 (based on the closing price of the Common Stock on December 29, 1995) are as
follows: Mr. Geier - 242,604 shares ($10,522,949); Mr. Beard - 105,162 shares ($4,561,402); Mr. Dooner - 139,466
shares ($6,049,338); Mr. Lowe - 210,436 shares ($9,127,662) and Mr. Puris - 35,000 shares ($1,518,125). The
restricted stock awarded to all named executive officers other than Mr. Dooner was issued with at least a five-year
vesting period, subject to the discretion of the Committee administering the Plan to release the restrictions not
earlier than one year after the issue date. Of the restricted stock awarded to Mr. Dooner, shares that have vested or
that will vest in less than three years from the date of grant are as follows: 5,750 shares on December 15, 1995, and
2,875 shares on December 15, 1996. Dividends on restricted stock are paid on the same basis as ordinary dividends on
the Common Stock.
<F12> Payouts under the Long-Term Performance Incentive Plan are made at the end of four-year performance periods. These
four-year periods begin at two-year intervals. Payouts for the 1991-94 performance period were made in February 1995.
PAGE
<PAGE>
<F13> Other Compensation for 1995 consisted of: (i) the following amounts paid to the named executive officers as matching
contributions under the Interpublic Savings Plan - Mr. Geier - $6,750; Mr. Beard - $4,675; Mr. Dooner - $6,313; Mr.
Lowe -$6,930; (ii) premiums paid by the Company on group life insurance - Mr. Geier - $2,808; Mr. Beard - $2,808; Mr.
Dooner - $696; Mr. Lowe - $1,152; and Mr. Puris - $1,800; and (iii) a premium of $48,838 paid by the Company on two
split-dollar life insurance policies on Mr. Puris' life.
</TABLE>
PAGE
<PAGE>
<TABLE>
Stock Option Grants In 1995
________________________________________________________________________________________________________________________
The following table provides information on grants of stock options in 1995 to the named executive officers and the
estimated grant date present value of the options.
_______________________________________________________________________________________________________________________
<CAPTION>
Individual Grants
_______________________________________________________________________________________________________________________
Number of % of Total
Securities Options
Underlying Granted to Grant Date
Options Employees in Exercise Expiration Present Value
Name Granted <F14> Fiscal Year Price ($/Sh) Date ($) <F15>
_______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Philip H. Geier, Jr. 108,000 5.20% $32.0625 1/3/05 $ 1,502,788
Eugene P. Beard 63,972 3.08% 32.0625 1/3/05 890,151
John J. Dooner, Jr. 55,080 2.65% 32.0625 1/3/05 766,421
Frank B. Lowe 30,000 1.44% 32.0625 1/3/05 417,441
Martin F. Puris 27,000 1.30% 32.0625 1/3/05 375,697
<FN>
<F14> All options were granted on January 3, 1995 pursuant to the 1986 Stock Incentive Plan. Each option has a
ten-year term and an exercise price equal to 100% of the fair market value of the Common Stock on the date of
the grant. The options become exercisable as of January 1, 1999.
<F15> The grant date present value of the options set forth in the table is based on the Black-Scholes Option Pricing
Model and assumes that the options are held until they expire on January 3, 2005. The calculations are based
on the following set of assumptions: volatility of .2520, dividend yield of 1.93% and risk-free interest rate
of 7.98%.
</TABLE>
PAGE
<PAGE>
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
________________________________________________________________________________________________________________________
The following table gives the number and the year-end value of options held by the named executive officers and whether
or not they are exercisable. With the exception of Messrs. Dooner and Lowe, none of those officers acquired shares upon
the exercise of options during 1995.
________________________________________________________________________________________________________________________
<CAPTION>
Number of Shares Underlying Value of Unexercised
Unexercised Options at In-The-Money Options
December 31, 1995 (#) December 31, 1995 ($)<F16>
--------------------------- -----------------------------
Shares
Acquired
on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
____ ________ ________ ___________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
Philip H. Geier, Jr. None $ - 394,358 205,200 $8,812,745 $2,564,325
Eugene P. Beard None - 179,710 110,772 4,025,148 1,370,108
John J. Dooner, Jr. 13,000 203,938 32,500 76,680 598,781 921,443
Frank B. Lowe 54,000 816,750 -0- 53,400 -0- 662,588
Martin F. Puris None - -0- 27,000 -0- 305,438
<FN>
<F16> Based on the closing price of the Company's Common Stock on December 29, 1995.
</TABLE>
PAGE
<PAGE>
<TABLE>
Long-Term Incentive Plan -- Awards in Last Fiscal Year
______________________________________________________________________________________________________________________
The following table provides information as to awards to the named executive officers in 1995 under the Long-Term
Performance Incentive Plan.
<CAPTION>
Estimated Future Payouts
Under Non-Stock Price-Based Plans
Performance or
Allocation of Number of Other Period
Performance Performance Until Maturation Threshold Target Maximum
Name Units Units (#) or Payout ($) ($) ($)
______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Philip H. Geier, Jr. IPG Worldwide 12,000 1/1/95 - 12/31/98 240,000 1,380,000 2,100,000
Eugene P. Beard IPG Worldwide 9,700 1/1/95 - 12/31/98 194,000 1,115,500 1,697,500
John J. Dooner, Jr. McCann 8,885 1/1/95 - 12/31/98 177,700 1,021,775 1,554,875
Worldwide
Frank B. Lowe Lowe 8,885 1/1/95 - 12/31/98 177,700 1,021,775 1,554,875
Worldwide
Martin F. Puris AP Lintas 3,600 1/1/95 - 12/31/98 72,000 414,000 630,000
New York
Lintas 3,150 1/1/95 - 12/31/98 63,000 362,250 551,250
Worldwide
<FN>
The Long-Term Performance Incentive Plan (the "LTPIP") provides for awards at two-year intervals of "performance units"
to selected employees of the Company or its subsidiaries who are members of the Development Council of the Company and
its subsidiaries.
The value of the performance units is tied to the annual growth of operating profits of the office, agency or regional
or worldwide agency system with which the employee is principally associated. Such performance units are awarded with a
provisional value of $100, which may increase to as much as $175. The value may decrease to as little as zero, with the
increase or decrease depending in each case on the extent to which the growth rates of operating profit of the
applicable operating components exceed or fall short of pre-established compound growth rates in operating profit over a
period of four calendar years (a "performance period").
<PAGE>
The threshold growth rate objective is based on 8% growth in cumulative compound operating profit of an operating
component during a performance period, resulting in a threshold payout of $20 per performance unit. Failure to reach
the threshold growth rate will result in a zero award. The LTPIP does not provide for a target performance level. A
target growth rate of 15% has been assumed for purposes of this presentation. This growth rate would result in a target
payout of $115 per performance unit. The maximum growth rate objective is 27%, resulting in a maximum payout of $175
per performance unit. It would be unusual to achieve the maximum growth rate objective.
</TABLE>
PAGE
<PAGE>
EMPLOYMENT CONTRACTS, TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
EMPLOYMENT AGREEMENTS
Each of the named executive officers has employment contracts
with the Company providing for the annual compensation and
termination dates set forth below:
Expiration
Name Salary <F16> Date <F17>
Philip H. Geier, Jr. $965,000 June 30, 2001
Eugene P. Beard 750,000 December 31, 1997
John J. Dooner, Jr. 750,000 December 31, 1998
Frank B. Lowe 750,000 December 31, 2000
Martin F. Puris 750,000 August 10, 1999
<F16> Salaries do not include compensation pursuant to
Special Deferred Benefit Arrangements described below.
<F17> Each employment contract described above is terminable
by either party at any time upon twelve months' notice.
PAGE
<PAGE>
SPECIAL DEFERRED BENEFIT ARRANGEMENTS
Mr. Beard is a party to three agreements which provide that
if he dies while he is employed by the Company amounts
aggregating $194,000 per year will be paid to his beneficiaries
for 15 years following his death. Alternatively, he will be paid
benefits for 15 years of $194,000 per year if he retires on or
after his 60th birthday. The Company also has entered into an
agreement with Mr. Beard which provides that if he dies while he
is employed by the Company an amount of $230,000 per year will be
paid to his beneficiaries for 15 years following his death.
Alternatively, he will be paid an annual benefit of $230,000 for
15 years if he retires on or after July 18, 1998. This benefit
will be forfeited if Mr. Beard, without the consent of the
Compensation Committee, were to leave the Company prior to July
18, 1998 for any reason except death or disability.
Mr. Dooner is a party to two agreements which provide that
if he dies while he is employed by the Company amounts
aggregating $186,000 per year will be paid to his beneficiaries
for 15 years following his death. Alternatively, if he retires,
resigns or is otherwise no longer in the employment of the
Company on or after his 55th birthday he will be paid special
retirement benefits for 15 years ranging from $130,200 to
$186,000 per year depending upon the year his employment
terminates. In the event Mr. Dooner's employment terminates
prior to his 55th birthday, other than by reason of death, he
will be paid lesser sums but not less than an aggregate of
$240,000. The Company also has entered into an agreement with
Mr. Dooner which provides that if he dies while he is employed by
the Company, his beneficiaries would receive $88,500 annually for
15 years. Alternatively if he retires from the Company on or
after July 18, 1998, the Company will pay him retirement benefits
at the rate of $88,500 per year for 15 years. This benefit will
be forfeited if Mr. Dooner, without the consent of the
Compensation Committee, were to leave the Company prior to July
18, 1998 for any reason except death or disability.
PAGE
<PAGE>
Mr. Geier is a party to two agreements which provide that if
he dies while he is employed by the Company amounts aggregating
$160,000 per year will be paid to his beneficiaries for 15 years
following his death. Alternatively, he will be paid benefits for
15 years of $160,000 per year if he retires on or after his 60th
birthday. The Company also has entered into an agreement with
Mr. Geier which provides that if he dies while he is employed by
the Company an amount of $255,000 per year will be paid to his
beneficiaries for 15 years following his death. Alternatively,
he will be paid an annual benefit of $255,000 for 15 years if he
retires on or after July 18, 1998. This benefit will be
forfeited if Mr. Geier, without the consent of the Compensation
Committee, were to leave the Company prior to July 18, 1998 for
any reason except death or disability.
Mr. Lowe is a party to an agreement which provides that if
he dies while he is employed by the Company $158,400 per year
will be paid to his beneficiaries for 15 years following his
death. If he retires on or after his 60th birthday, he will be
paid a benefit of $158,400 per year for 15 years. If he retires,
resigns or his employment is terminated on or after his 55th
birthday but prior to his 60th birthday, he will be paid benefits
ranging from $72,864 to $148,896 per year for 15 years based on
the year his employment terminates. In the event Mr. Lowe's
employment terminates prior to his 55th birthday, other than by
reason of death, he will be paid in installments aggregating
$72,000 for each year he has been employed by the Company from
January 1, 1991.
The Company also has entered into an agreement with Mr. Lowe
that provides that if he dies while he is employed by the
Company, an amount of $133,200 per year will be paid to his
beneficiaries for 15 years following his death. If he retires on
or after his 64th birthday, he will receive a benefit of $133,200
per year for 15 years. If he retires or resigns or his
employment is terminated on or after his 60th birthday but prior
to his 64th birthday, he will receive benefits for a period of 15
years ranging from $60,952 to $117,216 per year, depending upon
the year his employment terminates.
A deferred compensation trust for the purpose of funding up
to 35% of the gross retirement benefit obligations of the Company
under these Special Deferred Benefit Arrangements and other
deferred arrangements was established in 1990.
PAGE
<PAGE>
EXECUTIVE SEVERANCE AGREEMENTS
Each of the named executive officers has an agreement with
the Company pursuant to which (a) sums previously deferred
pursuant to employment agreements, Special Deferred Benefit
Agreements and the Management Incentive Compensation Plans of the
Company and its subsidiaries would become payable within 30 days
following a "Change of Control" of the Company, if the individual
had so elected prior to the Change of Control, and (b) a cash
severance payment would become payable to such individual if,
within two years after the Change of Control, his employment
should be terminated by the Company (except for "Cause") or the
individual should resign for "Good Reason".
The agreements provide that a Change of Control occurs if:
(a) any person other than Interpublic or any of its subsidiaries,
becomes the beneficial owner (within the meaning of Rule 13d-3 of
the Securities Exchange Act of 1934, as amended) of 30% or more
of the combined voting power of Interpublic's then outstanding
voting securities; (b) the stockholders approve an agreement to
merge or consolidate with another corporation (other than a
subsidiary of Interpublic) or an agreement to sell or dispose of
all or substantially all of the business or assets of
Interpublic; or (c) during any period of two consecutive years,
individuals who, at the beginning of such period, constituted the
Board of Directors cease for any reason to constitute at least a
majority thereof, unless the election or the nomination for
election by Interpublic's stockholders of each new director was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the
period.
Under the agreements, Interpublic has the right to terminate
an executive for "Cause", following a Change of Control, if the
executive: (a) engages in conduct that constitutes a felony and
that results in the personal enrichment of the executive at the
Company's expense; (b) refuses to substantially perform his
responsibilities for the Company; or (c) deliberately and
materially breaches any agreement between himself and the Company
and fails to remedy that breach within a 30-day cure period.
PAGE
<PAGE>
The agreements entitle an individual to resign for "Good
Reason" if, without his consent, in any circumstance other than
his disability, his office in the Company or the geographical
area of his employment should be changed or his compensation
should not continue to be paid and increased on the same basis as
had been in effect prior to the Change of Control or the
individual should determine in good faith that the Company had,
without his consent, effected a significant change in his status
within or the nature or scope of his duties or responsibilities
with the Company and the Company failed to cure such situation
within 30 days after written notice from the individual.
The severance payment would be three times the individual's
average annual compensation during the two calendar years ended
prior to the date of the Change of Control, plus a partial annual
bonus based on the prior year's bonus prorated for the elapsed
portion of the year in which employment terminated. The average
compensation used in calculating the severance payment would be
the individual's taxable compensation plus any deferred
compensation accrued during the two relevant years but would not
include any deferred compensation earned in prior years but paid
in those years and would not include any taxable compensation
relating to any stock option or restricted stock plan of the
Company.
Each agreement includes a covenant by the individual
providing that if the individual's employment terminates in
circumstances entitling him to a severance payment, he will, for
a period of 18 months following the termination of his
employment, neither (a) solicit any employee of the Company or
any of its subsidiaries to leave such employ to enter into the
employ of the individual, or any person or entity with which the
individual is associated, nor (b) solicit or handle, on his own
behalf or on behalf of any person or entity with which he is
associated, the advertising, public relations, sales promotion or
market research business of any advertiser which was a client of
the Company or any of its subsidiaries on the date the
individual's employment terminates.
The agreements give the individuals who are parties thereto
an option to limit payment under the agreements to such sum as
would avoid subjecting the individual to the excise tax imposed
by Section 4999 of the Internal Revenue Code.
PAGE
<PAGE>
GENERAL
Since the beginning of 1995, repurchases by the Company of
shares of Common Stock under its publicly-announced stock
repurchase program have included an aggregate of 148,706 shares
offered to the Company by Mr. Puris. The shares were purchased
at the then current market price of the Common Stock.
In connection with the acquisition of Ammirati & Puris,
Inc., Interpublic agreed to permit Mr. Puris to repay to an
Interpublic subsidiary a loan originally extended to Mr. Puris by
his former company. The largest amount of indebtedness,
including interest at the rate per annum of 1 1/2% over prime,
that was outstanding in 1995 was $1,067,025 all of which was
repaid by Mr. Puris in full in March 1995.
At the time of the acquisition, Interpublic agreed to accept
the terms of a loan made prior to the acquisition by Ammirati &
Puris, Inc. to Mary Herrmann, Mr. Puris' wife. As of March 1,
1996, the amount that remained outstanding was $75,000 and the
largest amount outstanding during 1995 was $105,000. Interest at
the average rate of 6.2% was imputed to Ms. Herrmann and included
in her reportable income for 1995. As of March 31, 1996, this
note was repaid in full.
RETIREMENT PLAN
As of January 1, 1992, the Company adopted the Interpublic
Retirement Account Plan to provide benefits under a "cash balance
formula" to employees of Interpublic and most of its domestic
subsidiaries who have at least five years of service. Each year
a participant's account balance is credited with an amount equal
to a percentage of the participant's annual compensation plus
interest credits. The percentage of annual compensation varies
based on the sum of the participant's age and years of service
from 1.5% for participants with a sum less than 40 years to 5%
for participants with a sum of 80 or more years. Interest
credits are based on the 1-year Treasury Bill Rate plus 1
percentage point, compounded quarterly, and are guaranteed at a
minimum rate of 5%. Employees who qualify for retirement may
receive their benefits as early as the first day of the month
that follows retirement. For employees who do not qualify for
retirement, benefits may be withdrawn in a single lump sum or in
annuity form as of the first day of January following the first
anniversary of termination of employment.
<PAGE>
Prior to January 1, 1992, employees employed by the Company
and most of its domestic subsidiaries who had attained the age of
21 and had at least five years of service were entitled to
receive a monthly benefit upon retirement pursuant to a defined
benefit pension formula. Until July 31, 1987, the monthly
benefit was computed as a percentage of average monthly
compensation during the five consecutive calendar years with
highest compensation with certain exclusions. The percentage of
average monthly compensation used to calculate the monthly
benefit was determined by multiplying the number of years of
accredited service (which is defined in the Plan as the period of
participation in the Plan) by 1.3%. Beginning July 31, 1987, the
method of calculating the pension benefit was changed to a career
average formula based on annual compensation. The percentage of
annual compensation used to calculate the benefit was 1% of each
year's compensation up to $15,000 plus 1.3% of any compensation
in excess of that amount.
Participants under the defined benefit pension formula on
December 31, 1991, had their normal retirement benefit converted
on an actuarial basis into an "opening cash balance" as of
January 1, 1992. This opening cash balance was incorporated into
the participant's cash balance benefit under the Interpublic
Retirement Account Plan and became eligible for interest credits
and withdrawal on the same terms that apply to other amounts
accrued under the cash balance formula. In addition,
participants continued to accrue benefits pursuant to the career
average formula and became eligible to receive upon retirement
the higher of (1) the participant's benefit under the cash
balance formula or (2) the participant's accrued retirement
benefit under the career average formula as of December 31, 1991,
plus any accrual after that date calculated pursuant to the
career average formula. Employees joining the Company after
December 31, 1991 are eligible to accrue benefits only under the
cash balance formula.
With certain minor exceptions, "compensation" under the
career average formula as well as the cash balance formula
includes all compensation subject to Federal income tax
withholding, including deferred compensation paid during the year
and non-cash items on which withholding is required, such as
shares of restricted stock as to which restrictions have
terminated. Compensation also includes contributions made to the
Savings Plan on a pre-tax basis pursuant to Section 401(k) of the
PAGE
<PAGE>
Internal Revenue Code. Annual compensation for pension accruals
since December 31, 1988 has been limited by Federal tax law.
Currently, the limit is $150,000, plus cost-of-living
adjustments.
Benefits under the cash balance formula and the career
average formula are not reduced by social security payments or by
payments from other sources. Joint and survivor and guaranteed
minimum payment options, with reduced pensions, are available
upon retirement subject to certain limitations. All benefits are
funded through a trust.
The estimated annual retirement benefit that each of the
named executive officers would receive at normal retirement age,
payable as a straight life annuity, is given as follows: Mr.
Beard - $113,851; Mr. Dooner - $86,689; Mr. Geier - $120,000; Mr.
Lowe - $30,716 and Mr. Puris - $18,725. The current Internal
Revenue Code limit for annual retirement benefits is $120,000.
Alternatively, each of the named executive officers could take
the benefit as a lump sum estimated as follows: Mr. Beard -
$1,180,119; Mr. Dooner - $898,557; Mr. Geier - $1,271,635; Mr.
Lowe - $318,379 and Mr. Puris - $194,092.
PAGE
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Compensation Policies for Executive Officers
In 1995, the Compensation Committee of the Company consisted
of five experienced outside directors who had no direct or
indirect business relationship with the Company. The members of
the Compensation Committee have served and continue to serve on a
number of other corporate boards in a similar capacity. All
members have extensive knowledge of compensation practices in the
private business sector generally.
The objective of the Company's executive compensation
program is to provide key executives with short and long-term
compensation opportunities that will enhance shareholder value by
motivating executives, increasing retention and rewarding
outstanding individual and Company performance.
The compensation paid to executives consists of a base
salary and incentive compensation. Base salary generally
reflects the executive's level of responsibility and experience.
Incentive compensation opportunities are provided pursuant to one
or more of the following three shareholder-approved incentive
plans:
- Management Incentive Compensation Plan (the "MICP"),
which is an annual bonus plan that establishes a bonus
pool based on profits for the last-completed fiscal
year. Individual awards are made based on performance
and are typically paid in cash but may be paid in
stock.
- Long-Term Performance Incentive Plan (the "LTPIP"),
which provides for biennial awards of performance units
each having a four-year term. These awards entitle a
participating executive to receive cash payments based
on the long-term operating profits of the division or
entity of the Company for which the executive is
responsible.
PAGE
<PAGE>
- 1986 Stock Incentive Plan, which provides for the
issuance of stock options and restricted stock. These
instruments gain in value over time based on the
increase in market price of Interpublic Common Stock.
They are forfeited in the absence of action by the
Committee if an executive leaves the Company during the
restriction period.
The determination of the amount and form of executive
compensation, including incentive compensation, paid to each
executive officer of the Company is made by the Committee based
on a discretionary evaluation, after taking into account a range
of factors that may include:
(i) The financial results of the Company and the
anticipated developments in the advertising industry.
(ii) The total annualized compensation for the particular
executive based on salary, bonus and incentive
compensation.
(iii) The accumulated value of incentive compensation
previously provided such as stock options, restricted
stock or performance units.
(iv) The current and future financial and tax impact on the
Company and on the executive of benefits under the
Company's compensation plans.
(v) The particular achievements of the executive.
(vi) The talents and unique qualities of the executive, and
the value of his or her accumulated experience with the
Company as those factors are relevant to the future
management of the Company.
There is no pre-determined weight assigned to any of the
above factors; however compensation decisions by the Committee
are greatly influenced by the annual financial performance of the
Company.
PAGE
<PAGE>
The Committee's overall knowledge and experience of
executive compensation practices provides the basis for making
the subjective evaluations which in part determine the salaries
paid and the incentive awards made to the executive officers.
1995 Compensation of Executive Officers
During 1995 Messrs. Beard, Dooner and Puris received salary
increases as a result of promotions and in the case of the latter
two individuals, their election to the Interpublic Board of
Directors. Other executive officers also received salary
increases in 1995 in accordance with the Company's review
policies. Salary increases are based on personal performance,
promotions and overall financial results. Other than with
respect to promotional increases, increases in salary generally
are not awarded more frequently than once every two years.
The MICP is a shareholder-approved plan that provides for
the payment of annual bonuses to officers and key employees of
the Company and its subsidiaries. Such awards are paid from an
annual bonus pool that may not exceed 5% of the amount by which
consolidated pre-tax income on a worldwide basis (as defined in
the Plan) exceeds 15% of the average equity capital of the
Company in the immediately preceding calendar year. For the year
1995, total MICP payments to executive officers were higher than
last year as a result of the Company satisfying and exceeding its
annual business plan and objectives, including achievement of
targeted revenue, profit and net income margins, before the
effect of a non-cash charge to record the impairment of assets
and related goodwill.
In 1995, awards were granted under the LTPIP to executive
officers. A description of the operation of the LTPIP is set
forth in this Proxy Statement under the heading "Long-Term
Incentive Plan - Awards in Last Fiscal Year". Awards under LTPIP
are normally granted biennially during odd numbered years.
PAGE
<PAGE>
LTPIP grants in 1995 for the 1995-1998 performance period to each
executive officer, including each named executive officers were
determined by the Committee within a pre-established grant level
range for the named executive officer, based on his position in
the Company and his level and scope of executive responsibility.
In conjunction with the LTPIP awards, the Committee also
made grants of stock options under the 1986 Stock Incentive Plan,
including the stock option grants to the named executive officers
described in the Stock Option Grant Table. The number of shares
awarded to each executive officer, was based on the judgment of
the Committee. The Committee took into consideration such
factors as each executive's level of responsibility in the
Company, the executive's overall performance and his anticipated
or expected contribution to the continued success of the Company.
The stock options grants were in lieu of the award of phantom
shares which the Committee currently is authorized to award under
the LTPIP. The substitution of stock options for phantom stock
has the effect of reducing expenses and conserving cash.
Under the 1986 Stock Incentive Plan, the following grants of
restricted stock also were made by the Committee in 1995: Mr.
Geier, 120,000 shares, Mr. Beard-75,000 shares and
Mr. Puris-35,000 shares. All shares granted are restricted as to
transfer for five years from date of grant and are forfeited if
the Executive should leave the employment of the Company, unless
the Compensation Committee deems otherwise. In determining those
individual grants of restricted stock the Committee took into
consideration the number of years since previous grants (which in
the case of Messrs. Geier and Beard was five years), the
financial performance of the Company over recent years in terms
of annual operating margin, revenue and operating
PAGE
<PAGE>
profit growth and the growth of shareholders value and the
overall compensation and performance of the executive. The
Committee also reviewed various outside survey data pertaining to
the pattern of stock grants made by other companies having
approximate capitalization and growth similar to those of
Interpublic (including several of the companies in the Peer Group
Index, appearing in the two performance graphs that follow this
Report).
A total of 5,500 shares of restricted stock were granted to
3 other executive officers during the year in recognition of
individual achievements. In addition, executive officers were
granted a total of 4,400 performance units under the 1995-1998
LTPIP performance period as well as 39,600 corresponding stock
options.
Tax Law Changes
In 1993, the tax laws were amended to limit the deduction a
publicly-held company is allowed for compensation paid in 1994
and thereafter to the chief executive officer and to the four
most highly compensated executive officers other than the chief
executive officer. Generally, amounts paid in excess of $1
million to a covered executive, other than performance-based
compensation, cannot be deducted. The Committee has and will
continue to consider ways to maximize the deductibility of
executive compensation, including the utilization of performance-
based plans, while retaining the discretion the Committee deems
necessary to compensate executive officers in a manner
commensurate with performance and the competitive environment for
executive talent. Last year shareholders approved changes to the
MICP, which included performance-based criteria and limits that
the Committee could use in determining individual MICP awards.
The proposed 1996 Stock Incentive Plan set forth in Appendix A of
this Proxy Statement, contains provisions relating to stock
option grants thereunder that are intended to comply with the
requirements for performance-based compensation. The LTPIP
historically has been a performance-based plan.
PAGE
<PAGE>
Compensation of Chief Executive Officer
During 1995, the Company's most highly compensated officer
was Philip H. Geier, Jr., Chairman of the Board and Chief
Executive Officer. Mr. Geier received a salary of $965,000,
which has been unchanged since 1991. Mr. Geier received a MICP
award for 1995 of $850,000.
Mr. Geier's 1995 MICP award was based on a number of factors
including an increase of 19.1% in net income, an increase of 15%
in earnings per share, an increase of 9.9% in gross income, in
each case before the effect of a non-cash charge to record the
impairment of assets and related goodwill all of which in the
opinion of the Committee led to a continued significant increase
in shareholder value.
In considering the restricted stock granted to Mr. Geier
(120,000 shares) during 1995, the Compensation Committee took
into consideration, in addition to the factors set forth under
the heading "Compensation Policies for Executive Officers" of
this Report, that Mr. Geier's base salary has remained the same
for the past five years and that in lieu of a 1995 increase in
salary, and the foregoing of future increases for at least the
next two years, the grant was reasonable and consistent with the
Company's compensation strategy of tying a portion of a key
executive's compensation to the value of Interpublic stock. As
of December 31, 1995, a major portion of the value of Mr. Geier's
entire annualized compensation package is based on or related to
the future performance of Interpublic stock.
In recognition of Mr. Geier's performance and the Company's
desire to continue to have him serve as Chairman and Chief
Executive Officer during the Performance Period, the Committee
elected to grant him an award of 12,000 Performance Units, which
is the maximum award for Mr. Geier's participation level under
the LTPIP for the 1995-98 Performance Period. The basis of Mr.
Geier's stock option grant (108,000 shares) in conjunction with
his 1995-1998 LTPIP grant is discussed above.
Leif H. Olsen, Chairman
Frank J. Borelli
Allen Questrom
J. Phillip Samper
Joseph J. Sisco
PAGE
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN <F18>
THE INTERPUBLIC GROUP OF COMPANIES, INC. COMMON STOCK,
THE S&P 500 AND PEER GROUP INDEX <F19>
- - -----------------------------------------------------------------
1990 1991 1992 1993 1994 1995
Interpublic 100.00 166.53 205.90 192.03 196.10 269.00
S & P 500 100.00 130.34 140.25 154.32 156.42 214.99
Peer Group 100.00 145.55 181.24 197.89 214.18 287.52
_________________________________________________________________
<F18> Assumes $100 is invested on December 31, 1990, and that
all dividends are reinvested.
<F19> The Peer Group Index includes Interpublic and in
addition consists of Cordiant plc (formerly Saatchi &
Saatchi plc), Omnicom, True North Communications Inc.
(formerly Foote Cone & Belding), Grey Advertising and
WPP Group. Total shareholder return is weighted
according to market capitalization at the beginning of
each annual period.
PAGE
<PAGE>
<TABLE>
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN OF <F20>
THE INTERPUBLIC GROUP OF COMPANIES, INC. COMMON STOCK,
THE S&P 500 AND PEER GROUP INDEX <F21>
The table below contains the data points used in the Performance Graph that appears in the printed proxy statement.
______________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
Interpublic 100.00 131.81 155.78 184.45 250.70 275.13 458.16 566.49 528.34 539.52 740.09
S&P 500 100.00 118.62 124.78 145.34 191.25 185.30 241.51 259.88 285.96 289.84 398.37
Peer Group 100.00 106.87 112.00 115.03 132.02 93.23 135.70 168.97 184.50 199.68 268.06
______________________________________________________________________________________________________________________________
<FN>
<F20> Assumes $100 is invested on December 31, 1985, and that all dividends are reinvested.
<F21> The Peer Group Index includes Interpublic, and in addition consists of Cordiant plc (formerly Saatchi & Saatchi plc),
Omnicom, True North Communications Inc. (formerly Foote Cone & Belding), Grey Advertising and WPP Group. Total
shareholder return is weighted according to market capitalization at the beginning of each annual period.
An important objective of the Company is to create long-term reward for shareholders. Accordingly the table that
appears above has been presented to show comparative cumulative return over a decade.
</TABLE>
PAGE
<PAGE>
2. ADOPTION OF THE 1996 STOCK INCENTIVE PLAN
At the 1986 Annual Meeting, the stockholders approved the
adoption of the 1986 Stock Incentive Plan. Amendments to the
1986 Stock Incentive Plan were approved by stockholders in 1988,
1992 and 1993. Subject to stockholder approval, the Company's
Board of Directors on March 18, 1996 authorized the adoption of
the 1996 Stock Incentive Plan (the "Stock Incentive Plan"). The
Stock Incentive Plan is intended to replace the 1986 Stock
Incentive Plan which by its terms will expire on May 20, 1996.
Description of the Stock Incentive Plan
The provisions of the Stock Incentive Plan are annexed
hereto as Appendix A. The following description of the material
terms of the Stock Incentive Plan is qualified in its entirety by
reference to such text.
The purpose of the Stock Incentive Plan is to encourage
ownership of the Company's stock by key employees, to provide
incentives for such employees to expand and improve the growth
and prosperity of the Company and its subsidiaries, and to assist
the Company and its subsidiaries in attracting and retaining key
employees.
The Stock Incentive Plan provides for the issuance of both
stock options and restricted stock. Key employees of the Company
and its subsidiaries will be eligible to participate. The Board
of Directors believes that, in combination with other incentive
plans, the Stock Incentive Plan significantly assists the Company
and its affiliates in attracting and retaining the services of
competent executives and enables it to compete with other
companies offering similar plans to key personnel.
The Stock Incentive Plan provides for the issuance of up to
an aggregate of 25,000,000 shares of Common Stock to be used for
the grant of restricted stock or upon the exercise of stock
options. Such shares may be either authorized but unissued
shares or treasury shares.
PAGE
<PAGE>
Pursuant to the Stock Incentive Plan, the number of shares
of restricted stock and the number of shares underlying stock
options that may be granted to any employee over the term of the
plan is limited to 3,750,000 shares of the Company's Common
Stock. The Stock Incentive Plan further provides that the
maximum amount of shares that may be used for the issuance of
restricted stock during the term of that plan shall be 40% of the
aggregate number of shares reserved for issuance under the Plan.
The Stock Incentive Plan is required to be administered by
no fewer than two persons (the "Committee"). Each member of the
Committee is required to be a director of the Company who
qualifies as a disinterested person within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
The Compensation Committee of the Board of Directors will
administer the Stock Incentive Plan. Under the Stock Incentive
Plan, the Company's Management Human Resources Committee may
grant options to acquire up to 10,000 shares of Common Stock and
may grant awards of not more than 3,000 shares of restricted
stock to employees who are not officers or directors of the
Company. Under the Stock Incentive Plan, the Committee is
responsible for determining which individuals will be key
employees who will be granted options or restricted stock, as
well as the size and other terms of the awards made pursuant to
the Stock Incentive Plan. In making such determinations, the
Committee expects to take into account the duties and
responsibilities of each individual, his or her present
contributions to the success of the Company or of a subsidiary
and such other factors as the Committee deems relevant to
accomplish the purposes of the Stock Incentive Plan.
Under the Stock Incentive Plan, stock options are required
to have an exercise price that is not less than 100% of the fair
market value of the underlying shares of Common Stock as of the
date of grant and will have a term of ten years or such shorter
term as the Committee may establish.
Options granted under the Stock Incentive Plan are not
exercisable for twelve months commencing on the date of the grant
and thereafter will become exercisable as determined by the
Committee. Payment of the exercise price of an option must be
made in cash.
PAGE
<PAGE>
The options under the Stock Incentive Plan are not intended
to qualify as incentive stock options under the Internal Revenue
Code.
Shares of the restricted stock awarded under the Stock
Incentive Plan are subject to such forfeiture provisions as may
be fixed by the Committee before or after the award is granted so
long as the restriction period has a duration of at least one
year. If the employment of a recipient of restricted stock
terminates during the restricted period, such restricted stock
will be forfeited unless the Committee determines otherwise.
Unless the Committee provides otherwise, during the
restriction period, the holder of restricted stock will have all
of the benefits of ownership of the shares, including the right
to receive dividends thereon and to vote the shares, except that
the shares may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of during the restricted
period.
The Committee is permitted to authorize a cash payment to
the holder of shares of restricted stock to assist the holder in
the payment of the federal income tax liability associated with
the lapse of restrictions. In addition, under the Stock
Incentive Plan, a holder of stock options or restricted stock may
satisfy federal, state and local withholding tax obligations by
having the Company withhold shares otherwise deliverable to such
holder in satisfaction of the person's withholding tax liability.
The Stock Incentive Plan permits the Committee to provide
for the lifting of restrictions applicable to stock options and
to shares of restricted stock in the event of a "change of
control" of the Company (as defined by the Stock Incentive Plan).
Management estimates that approximately 1,000 employees of
the Company and its subsidiaries are eligible to participate in
the Stock Incentive Plan.
Future awards under the Stock Incentive Plan will be made at
the discretion of the Committee and, therefore, are not
determinable at this time.
PAGE
<PAGE>
On March 25, 1996, the closing price of the Company's Common
Stock on The New York Stock Exchange was $45.00 per share.
Federal Income Tax Consequences
The material federal income tax consequences of awards under
the Stock Incentive Plan, based on the current provisions of the
Internal Revenue Code and the regulations thereunder, are as
follows.
The grant of a stock option to an employee will have no tax
consequences to the employee or to the Company or its
subsidiaries. In general, upon the exercise of a stock option,
the employee will recognize ordinary income equal to the excess
of the acquired shares' fair market value on the exercise date
over the option price, and the Company or a subsidiary will, in
general, be entitled to a tax deduction in the same amount. In
the case of an award of restricted stock, the employee generally
will recognize ordinary income equal to the fair market value of
the shares received (determined as of the date on which the
shares become transferable or not subject to a substantial risk
of forfeiture, whichever occurs first), and the Company or a
subsidiary will, in general, be entitled to a tax deduction in
the same amount. Alternatively, an employee may elect to
recognize income when the shares are received, rather than upon
the expiration of the transfer restriction or risk of forfeiture.
If an employee makes this election, the amount of ordinary income
and the amount of the Company's or subsidiary's tax deduction
will be determined as of the date of receipt, rather than upon
the expiration of the applicable restrictions. If a tax
assistance payment is made to an employee, the employee will
recognize ordinary income equal to the amount of the payment, and
the Company or a subsidiary will, in general, be entitled to a
tax deduction in the same amount.
When an employee sells any shares acquired under any award,
the employee generally will recognize capital gain or loss equal
to the difference between the amount realized on the sale of the
shares and the employee's basis in the shares. In general, the
employee's basis in the shares will be equal to the amount of the
ordinary income recognized in connection with the receipt of the
PAGE
<PAGE>
shares plus any amount paid for the shares. Any capital gain or
loss realized upon the sale of the shares will be long-term or
short-term, depending on whether the shares have been held for
more than one year from the date as of which the employee
recognized ordinary income.
In general, a corporation is denied a deduction for any
compensation paid to its chief executive officer or to any of its
four most highly compensated officers (other than the chief
executive officer) to the extent that the compensation paid to
the officer exceeds $1,000,000 in any year. "Performance-based
compensation," however, is not subject to this deduction limit.
Stock options granted under the Stock Incentive Plan to officers
and directors of the Company are intended to qualify as
performance-based compensation for purposes of the deduction
limit, but awards of restricted stock and tax assistance payments
are not intended to qualify as performance-based compensation.
Any acceleration or vesting of an award under the Stock
Incentive Plan as a result of a change of control might under
certain circumstances be deemed to be a "parachute payment" for
tax purposes. In general, if the present value of all parachute
payments to a "disqualified individual" (any one of a limited
class of shareholders, officers, and highly compensated
employees) equals or exceeds three times the individual's "base
amount" (annualized compensation over a five-year period), the
individual will be subject to a 20% excise tax on the excess of
the parachute payments over the individual's base amount, and the
Company and its subsidiaries will be denied a tax deduction for
such excess, except to the extent it is established that the
excess represents reasonable compensation for services actually
rendered. Payments outside of the Stock Incentive Plan also may
constitute parachute payments.
Vote Required.
The affirmative vote of the majority of the shares of Common
Stock present in person or by proxy and entitled to vote at the
Annual Meeting is required to approve this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
PAGE
<PAGE>
3. AMENDMENT OF THE INTERPUBLIC OUTSIDE DIRECTORS' STOCK
OPTION PLAN
The Interpublic Outside Directors' Stock Option Plan (the
"Outside Directors' Plan" or "Plan") was approved by the
stockholders in 1994.
Summary of Proposed Amendments to the Outside Directors' Plan
Subject to stockholder approval, the Board of Directors on
March 18, 1996 authorized several amendments to the Outside
Directors' Plan. The amendments consist of : (i) the
authorization of a grant of 2,000 shares of restricted stock
("restricted shares") every five years to each member of the
Board of Directors who is not a current employee of the Company
or any of its subsidiaries (an "outside director"), (ii) an
increase in the number of shares of Common Stock authorized to be
issued under the Outside Directors' Plan to 200,000, and (iii)
the establishment of a three-year post-termination exercise
period for stock options granted on or after June 1, 1996. In
addition, the Board of Directors has approved a number of
editorial changes to clarify the operation of the Plan, including
changing the name of the Outside Directors' Plan to "The
Interpublic Outside Directors' Stock Incentive Plan".
The proposed amendment providing for the grant of restricted
shares to outside directors is intended to replace the benefits
that such persons otherwise would have received under the
Company's Pension Plan for Outside Directors had it not been
frozen effective December 31, 1995. The Company believes that
the benefit opportunities under the Outside Directors' Plan, as
proposed to be amended, would enable those directors who are not
employees of the Company, in consideration for their services, to
increase their ownership of Interpublic Common Stock and to align
their interests with the stockholders of the Company.
Description of the Outside Directors' Plan
The text of the Outside Directors' Plan, with proposed
amendments set forth in italics, is annexed hereto as Appendix B.
The following description of the material terms of the Outside
Directors' Plan is qualified in its entirety by reference to such
text.
PAGE
<PAGE>
The Outside Directors' Plan currently provides for an annual
grant to each outside director of options to purchase shares of
Interpublic Common Stock having an aggregate fair market value of
$30,000 as of the date of grant. The grant is made on the first
Friday in the month of June to each outside director serving on
that date. The exercise price of the option is equal to the fair
market value of the Common Stock on the date of grant. The
option becomes exercisable three years after the date of grant
and expire ten years from the date of grant.
The Outside Directors' Plan is administered by a committee
consisting of the directors of the Company who are not outside
directors (the "Committee"). No persons other than outside
directors are eligible to participate in the Plan.
Each of the five nominees for election as a director at the
Annual Meeting who is not an employee is eligible to participate
in the Outside Directors' Plan.
Description of Proposed Amendments to the Outside Directors' Plan
The terms of the Outside Directors' Plan are proposed to be
amended in the following respects:
Grants of Restricted Shares. In addition to stock options
grants, each outside director would receive a periodic grant of
2,000 restricted shares. The first grant would be made on the
first Friday in June 1996, and on the first Friday in June every
fifth year thereafter while the Outside Directors' Plan remains
in effect, in each case to all outside directors then in office.
Upon receipt of the restricted shares, the outside director
will have all rights of ownership with respect to such restricted
shares, including the right to vote and to receive dividends,
except that, prior to the expiration of a five-year period after
the date of grant (the "Restricted Period"), the outside director
will be prohibited from selling, assigning, pledging,
hypothecating or otherwise transferring such restricted shares.
If an outside director's service as a director terminates for any
reason (including death) during the Restricted Period, and on or
after the first anniversary of the grant of the restricted
PAGE
<PAGE>
shares, the restrictions on transfer will lapse immediately in
proportion to the number of months that have elapsed since the
date of grant and the remainder of such restricted shares will be
forfeited. If an outside director's service terminates for any
reason (including death) before the first anniversary of the date
of grant of the restricted shares, all of such restricted shares
will be forfeited. The Committee may in its discretion direct
the Company to make cash payments to an outside director to
assist in satisfying the federal income tax liability with
respect to the award or vesting of the restricted shares.
Increase in Authorized Shares. To facilitate the grant of
restricted shares, the number of shares of Common Stock
authorized for issuance under the Outside Directors' Plan would
be increased from 75,000 shares to 200,000 shares. This number
of shares of Common Stock available for issuance pursuant to
awards made under the Plan, as well as the size of the stock
options and restricted stock awards provided for under the Plan
and the exercise price and the number of shares issuable upon the
exercise of outstanding options, is subject to proportionate
adjustment by the Committee to the extent required to prevent the
dilution or enlargement of the rights of participants in the
Outside Directors' Plan in the event of any stock split, stock
dividend, recapitalization, merger, consolidation,
reorganization, combination, exchange of shares, or similar
event.
Extension of Post-Termination Stock Option Exercise Period.
Pursuant to the terms of the Outside Directors' Plan, an outside
director is able to exercise his or her stock options for 90 days
following cessation of service as a director, except that an
outside director who is eligible to receive a benefit under the
Interpublic Outside Directors' Pension Plan (directors elected
prior to January 1, 1995) may exercise his or her options for 60
months following cessation of service (but in either case in no
event after the expiration of the ten-year option term). As
amended, the Outside Directors' Plan would permit outside
directors to exercise those options granted on or after June 1,
1996 and exercisable at the time of cessation of service for a
period of three years following cessation of service (but in no
event after the expiration of the ten-year option term), whether
or not the director is eligible to receive a benefit under the
Outside Directors' Pension Plan. Those options would not be
exercisable after expiration of the ten-year term.
PAGE
<PAGE>
On March 25, 1996, the closing price for the Corporation's
Common Stock on the New York Stock Exchange was $45.00 per share.
Federal Income Tax Consequences
The material federal income tax consequences of grants under
the Outside Directors' Plan, based on the current provisions of
the Internal Revenue Code and the regulations thereunder, are as
follows.
The grant of a stock option to a non-employee director will
have no immediate tax consequences to the director or to the
Company. In general, upon the exercise of a stock option, the
director will recognize ordinary income equal to the excess of
the acquired shares' fair market value on the exercise date over
the option price, and the Company will, in general, be entitled
to a tax deduction in the same amount. In the case of an award
of restricted stock, the non-employee director generally will
recognize ordinary income equal to the fair market value of the
shares received (determined as of the date on which the shares
become transferable or not subject to a substantial risk of
forfeiture, whichever occurs first), and the Company will, in
general, be entitled to a tax deduction in the same amount.
Alternatively, a director may elect to recognize income when the
shares are received, rather than upon the expiration of the
transfer restriction or risk of forfeiture. If a director makes
this election, the amount of ordinary income and the amount of
the Company's tax deduction will be determined as of the date of
receipt of the shares, rather than upon the expiration of the
applicable restrictions. If the Company makes a tax assistance
payment to a non-employee director, the director will recognize
ordinary income equal to the amount of the payment, and the
Company will, in general, be entitled to a tax deduction in the
same amount.
When a non-employee director sells shares of Common Stock
acquired under the Outside Directors' Plan, the director
generally will recognize capital gain or loss equal to the
difference between the amount realized on the disposition of the
shares and the director's basis in the shares. In general, the
director's basis in the shares will be equal to the amount of the
ordinary income recognized in connection with the receipt of the
PAGE
<PAGE>
shares plus any amount paid for the shares. Any capital gain or
loss realized upon the sale of the shares will be long-term or
short-term, depending on whether the shares have been held for
more than one year from the date as of which the director
recognized ordinary income.
Vote Required.
The affirmative vote of a majority of the shares of the
Common Stock present in person or by proxy and entitled to vote
at the Annual Meeting is required to approve this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
4. APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Price Waterhouse have been appointed and are acting as
independent accountants of the Company for the year 1996. This
firm has been the Company's independent accountants since 1952.
Price Waterhouse has advised the Company that they are
independent accountants with respect to the Company and its
subsidiaries within the meaning of the rules and regulations of
the Securities and Exchange Commission.
A representative of Price Waterhouse is expected to be
present at the Annual Meeting with the opportunity to make a
statement and to respond to appropriate questions.
If a majority of the shares of Common Stock present in
person or by proxy and entitled to vote do not confirm the
appointment of Price Waterhouse, the Board of Directors of the
Company will take such vote into consideration and take action
consistent to the extent practicable with the stockholders' vote
and the Company's need for the services of independent
accountants for the balance of the year 1996.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR CONFIRMATION OF
THE APPOINTMENT OF PRICE WATERHOUSE.
PAGE
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5. STOCKHOLDERS' PROPOSAL REGARDING NORTHERN IRELAND
Interpublic is advised that two stockholders intend to
present the proposal set forth below for consideration and action
by stockholders at the Annual Meeting. The names and addresses
of these two shareholders and the number of shares of Common
Stock each holds in Interpublic will be furnished by Interpublic
promptly upon receipt by Interpublic of an oral or written
request for such information. The stockholders' proposal is as
follows:
WHEREAS, the Interpublic Group has a wholly-owned subsidiary
in Northern Ireland, McCann-Erickson Belfast Ltd.,
WHEREAS, the on-going peace process in Northern Ireland
encourages us to search for non-violent means for establishing
justice and equality;
WHEREAS, employment discrimination in Northern Ireland has
been cited by the International Commission of Jurists as being
one of the major causes of the conflict in that country; and
WHEREAS, Dr. Sean MacBride, founder Amnesty International
and Nobel Peace laureate, has proposed several equal opportunity
employment principles to serve as guidelines for corporations in
Northern Ireland. These include:
1. Increasing the representation of individuals from under
represented religious groups in the workforce including
managerial, supervisory, administrative, clerical and technical
jobs.
2. Adequate security for the protection of minority
employees both at the workplace and while traveling to and from
work.
3. The banning of provocative religious or political
emblems from the workplace.
4. All job openings should be publicly advertised and
special recruitment efforts should be made to attract applicants
from under represented religious groups.
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<PAGE>
5. Layoff, recall, and termination procedures should not
in practice, favor particular religious groupings.
6. The abolition of job reservations, apprenticeship
restrictions, and differential employment criteria, which
discriminate on the basis of religion or ethnic origin.
7. The development of training programs that will prepare
substantial numbers of current minority employees for skilled
jobs, including the expansion of existing programs and the
creation of new programs to train, upgrade, and improve the
skills of minority employees.
8. The establishment of procedures to assess, identify and
actively recruit minority employees with potential for further
advancement.
9. The appointment of a senior management staff member to
oversee the Company's affirmative action efforts and the setting
up of timetables to carry out affirmative action principles.
RESOLVED, Shareholders request the Board of Directors to:
1. Make all possible lawful efforts to implement
and/or increase activity on each of the nine MacBride
Principles.
SUPPORTING STATEMENT
-- We believe that the Company benefits by hiring from the
widest available talent pool. An employee's ability to do the
job should be the primary consideration in hiring and promotion
decisions.
-- Continued discrimination and worsening employment
opportunities have been cited as contributing to support for a
violent solution to Northern Ireland's problems.
PAGE
<PAGE>
-- Implementation of the MacBride Principles by the Company
will demonstrate its concern for human rights and equality of
opportunity in its international operations.
Please vote your proxy FOR these concerns.
INTERPUBLIC'S STATEMENT IN OPPOSITION
Interpublic has one advertising agency in Northern Ireland,
McCann-Erickson Belfast, which was acquired in June 1986. This
agency has about 33 employees.
Management of Interpublic believes that McCann-Erickson
Belfast's policies and practices are consistent with
Interpublic's policy to recruit, employ and promote all qualified
personnel without regard to race, creed, color, national origin,
sex, age, veteran status or disability.
The Company shares the proponent's concern for human rights
and equality of opportunity as well as the need to encourage
employment and opportunity in Northern Ireland. It believes that
an effective commitment to fair employment has been made in good
faith by McCann Erickson Belfast, and that implementation of all
of the MacBride Principles is not necessary nor desirable under
the circumstances. Furthermore it is not practical or prudent
for the Board of Directors of the Company to develop solutions in
the United States to problems unique to Northern Ireland.
Interpublic believes that McCann-Erickson Belfast is in full
compliance with the Fair Employment Act of 1989, as amended,
effective in Northern Ireland. Under this law, an employee
designated as the Monitoring Officer is required to monitor the
religious composition of the workforce and to submit a statutory
annual report to the Fair Employment Commission. The Monitoring
Officer for McCann-Erickson Belfast reports he has found no
evidence of religious or political discrimination in the
composition of its workforce.
McCann-Erickson Belfast ("MEB") has adopted and implements
the following Policy Statement on Religious Equality of
Opportunity in Employment:
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<PAGE>
(1) Overall responsibility for policy and practice has
been undertaken by the Managing Director, although it is
emphasized that employees at every level within the
organization have a responsibility in the promotion of
equality of opportunity in employment.
(2) MEB endorses the merit principle, namely that the
best individual for a job will be selected without regard
for his or her religious belief or perceived religious
affiliation. This principle applies both to permanent
payroll and temporary positions. The merit principle is
confirmed as applying to recruitment to the Company,
training, transfer and promotion.
(3) Job vacancies which require external candidates
will be advertised in the press or lodged with accredited
organizations including the job centers in a way which
ensures that qualified candidates across the community are
made aware of such opportunities. Word of mouth as a means
of securing applicants is discontinued.
(4) MEB will periodically review its selection
criteria and procedures to maintain a system where
individuals are selected, promoted and treated solely on the
basis of their merits and those abilities which are
appropriate to the job. Such reviews may include the
evaluation of existing and new objective tests related to
clearly defined job attributes.
(5) MEB will monitor the religious composition of the
total employee body by defined job groupings and will carry
out compositional analyses of all applicants for vacancies
at every level. The religious affiliation records will be
maintained, summarized and analyzed by the Monitoring
Officer.
(6) Where compositional analysis points to the need
for further affirmative action, MEB will determine what
action is required to be taken and will diligently implement
appropriate action.
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<PAGE>
(7) MEB will distribute and publicize this policy
statement throughout the premises and elsewhere as is from
time to time appropriate.
(8) MEB will ensure through the grievance procedure
that any employee who believes that inequitable treatment
has been applied to him or her within the scope of this
policy is afforded full opportunity to raise the matter.
(9) All employees have a responsibility to accept
their personal involvement in the practical application of
this policy, but specific responsibility falls upon
management who are involved in recruitment, employee
administration and training.
(10) It is the responsibility of all employees in
conjunction with MEB to foster and encourage a harmonious
working atmosphere in which no section of the community
feels threatened or intimidated because of their religion.
Vote Required
The affirmative vote of the majority of the shares present
in person or by proxy and entitled to vote at the Annual Meeting
is required to approve the stockholders' proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE
STOCKHOLDERS' PROPOSAL REGARDING NORTHERN IRELAND.
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SOLICITATION OF PROXIES
The solicitation of proxies is made on behalf of the
Management of the Company. Solicitation of proxies will be
primarily by mail. In addition, proxies may be solicited in
person or by telephone, telefax or other means by officers,
directors and employees of the Company, for which they will
receive no additional compensation. Banks, brokers and others
holding stock in their names or in the names of nominees will be
reimbursed for out-of-pocket expenses incurred in sending proxy
material to the beneficial owners of such shares. The cost of
solicitation will be borne by the Company. D.F. King & Co., New
York, N.Y., has been retained to assist the Company in the
distribution of proxy materials to, and the solicitation of
proxies from, brokers and other institutional holders at a fee of
$7,500, plus reasonable out-of-pocket expenses.
The Management is not aware of any other matters which may
be brought before the meeting. If other matters not now known
come before the meeting, the persons named in the accompanying
form of proxy or their substitutes will vote such proxy in
accordance with their best judgment.
By Order of the Board of
Directors,
Nicholas J. Camera
Secretary
April 19, 1996
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APPENDIX A
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1996 STOCK INCENTIVE PLAN
I. ESTABLISHMENT OF THE PLAN.
The Interpublic Group of Companies, Inc. (hereinafter
called the "Corporation") hereby establishes The Interpublic
Group of Companies, Inc. 1996 Stock Incentive Plan
(hereinafter called the "Plan"), subject to the terms and
conditions hereinafter stated.
II. PURPOSES OF THE PLAN.
The purposes of the Plan are:
(A) To encourage stock ownership by key employees of
the Corporation and its Subsidiaries so that they will have
a proprietary interest in the Corporation;
(B) To provide an incentive for such employees to
expand and improve the growth and prosperity of the
Corporation and its Subsidiaries; and
(C) To assist the Corporation and its Subsidiaries in
attracting and retaining key employees.
III. DEFINITIONS.
Unless the context clearly indicates otherwise, the
following terms, when used in the Plan, shall have the
meanings set forth in this Article III. Wherever used in
the Plan, words in the masculine gender shall be deemed to
refer to females as well as to males; words in the singular
number shall be deemed to refer also to the plural number;
and references to a statute or statutory provision shall be
construed as if they referred also to that provision (or to
a successor provision of similar import) as currently in
effect, as amended or as reenacted.
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(a) "Award" means an Option or one or more Restricted
Shares granted under the Plan. Unless the context clearly
indicates otherwise, the term "Award" shall include both
Options and Restricted Shares.
(b) "Board" means the Board of Directors of the
Corporation.
(c) "Change of Control" means the occurrence of any of
the following events:
(i) Any person (within the meaning of Sections
13(d) and 14(d) of the Securities Exchange Act of 1934
(the "1934 Act")), other than the Corporation or any of
its Subsidiaries, becomes the beneficial owner (within
the meaning of Rule 13d-3 under the 1934 Act) of thirty
percent (30%) or more of the combined voting power of
the Corporation's then outstanding voting securities;
or
(ii) A tender offer or exchange offer (other than
an offer by the Corporation), pursuant to which shares
of the Corporation's Common Stock were purchased,
expires; or
(iii) The stockholders of the Corporation approve
an agreement to merge or consolidate with another
corporation and the surviving corporation is neither
the Corporation nor a corporation that was, prior to
the merger or consolidation, a subsidiary of the
Corporation; or
(iv) The stockholders approve an agreement
(including a plan of liquidation) to sell or otherwise
to dispose of all or substantially all of the
Corporation's assets; or
(v) During any period of two consecutive years,
individuals who, at the beginning of such period,
constituted the Board of Directors of the Corporation
cease for any reason to constitute at least a majority
thereof, unless the election or the nomination for the
election by the Corporation's stockholders of each new
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director was approved by a vote of at least two-thirds
of the directors then still in office who were
directors at the beginning of the period.
(d) "Committee" means the committee established by the
Board pursuant to Article IV hereof.
(e) "Common Stock" means shares of the Corporation's
$.10 par value common stock.
(f) "Corporation" means The Interpublic Group of
Companies, Inc.
(g) "Disability" means a condition that, in the
judgment of the Committee, has rendered a Grantee completely
and presumably permanently unable to perform any and every
duty of his or her regular occupation.
(h) "Employee" means any common-law employee of the
Corporation or Subsidiary, including an employee who is a
director or officer.
(i) "Grantee" means an individual to whom an Award is
granted under the Plan.
(j) "Option" means a right granted to purchase Common
Stock under the Plan.
(k) "Plan" means The Interpublic Group of Companies,
Inc. 1996 Stock Incentive Plan, as set forth herein and as
amended from time to time.
(l) "Restricted Shares" means shares of Common Stock
granted pursuant to Article IX hereof and subject to the
restrictions and other terms and conditions set forth in the
Plan and in the instrument evidencing the grant of the
Restricted Shares.
(m) "Restriction Period" means a period beginning on
the date on which Restricted Shares are granted and ending
at the expiration of (i) four years from that date or (ii)
any other date determined by the Committee in its discretion
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that occurs no sooner than one year from the date on which
the Restricted Shares are granted. The Committee may
exercise its discretion pursuant to clause (ii) of the
preceding sentence from time to time, either before or after
the Restricted Shares are granted, and may exercise its
discretion with respect to one or more Grantees but not with
respect to others and with respect to certain Restricted
Shares held by a Grantee but not with respect to others;
provided, that after the Restricted Shares have been
granted, the Committee may not defer the expiration of the
Restriction Period applicable to such Restricted Shares.
(n) "Retirement" means retirement from the Corporation
or a Subsidiary pursuant to the provisions of the
Interpublic Retirement Account Plan (or, if applicable, the
provisions of a pension plan of a Subsidiary), as amended
from time to time.
(o) "Subsidiary" means a subsidiary of the Corporation
that meets the definition of a "subsidiary corporation" in
Section 424(f) of the Internal Revenue Code of 1986, as
amended.
IV. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by a committee (the
"Committee") of at least two directors each of whom is a
"disinterested person" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended.
Members of the Committee shall be appointed by and shall
serve at the pleasure of the Board. No member of the
Committee shall be eligible to receive an Award under the
Plan.
The Committee shall have and may exercise all of the
powers granted to it by the provisions of the Plan. Subject
to the express provisions and limitations of the Plan, the
Committee may adopt such rules, regulations, and procedures
as it deems advisable for the conduct of its affairs, and
may appoint one of its members to be its chairman and any
person, whether or not a member, to be its secretary or
agent. The Committee shall have full authority to direct
the proper officers of the Corporation to issue or transfer
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shares of the Corporation's Common Stock pursuant to the
exercise of an Option granted under the Plan or in
connection with the grant of Restricted Shares under the
Plan.
The Committee shall act by vote or written consent of a
majority of its members. The decisions of the Committee
shall be final and binding unless otherwise determined by
the Board. Each member of the Committee and each member of
the Board shall be without liability, to the fullest extent
permitted by law, for any action taken or determination made
in good faith in connection with the Plan.
V. CAPITAL STOCK SUBJECT TO AWARDS.
A. Shares Available Under the Plan.
The aggregate number of shares of Common Stock that may
be issued pursuant to Awards granted under the Plan shall
not exceed 25,000,000, which number of shares is subject to
adjustment as hereinafter provided in Article XI. Shares of
Common Stock issued pursuant to Awards shall be provided
from shares in the Corporation's treasury or from shares
authorized but unissued. If an Option as to any shares is
surrendered before exercise, or expires or terminates for
any reason without having been exercised in full, or for any
other reason ceases to be exercisable, the number of
unpurchased shares covered thereby shall become available
for the granting of Awards under the Plan (unless the Plan
has been terminated) within the aggregate maximum stated
above. Similarly, if any shares of Common Stock are
returned to the Corporation pursuant to Paragraph B of
Article IX or pursuant to restrictions set forth in the
instrument evidencing the grant of Restricted Shares, such
shares shall become available for the granting of Awards
under the Plan (unless the Plan has been terminated) within
the aggregate maximum stated above.
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B. Limitations On Awards.
During the term of the Plan, Awards of Restricted
Shares and Awards of Options to any Grantee shall not exceed
in the aggregate 3,750,000 shares of Common Stock.
During the term of the Plan, no more than forty percent
(40%) of the shares of Common Stock reserved for issuance
under Paragraph A of this Section V shall be available for
Awards of Restricted Shares.
VI. ELIGIBILITY.
The individuals eligible to receive Awards shall be
those Employees who are not members of the Committee and who
are determined by the Committee to be key employees of the
Corporation and its Subsidiaries.
VII. DESIGNATION OF GRANTEES.
Subject to the provisions of the Plan, the Committee
shall determine from time to time which of those eligible
Employees will be granted Awards under the Plan, how many
shares of Common Stock may be purchased under each Option,
and how many Restricted Shares may be granted pursuant to
each grant of Restricted Shares. In making such
determinations, the Committee shall take into account the
duties and responsibilities of each Employee, his or her
present and potential contributions to the growth and
success of the Corporation or of a Subsidiary, and such
other factors as the Committee shall deem consistent with
the purposes of the Plan. The Committee shall not be
precluded from granting an Award to any eligible Employee
solely because such Employee has previously received an
Award under the Plan. With respect to grants of Options to
acquire 10,000 or fewer shares of Common Stock of the
Corporation, and with respect to awards of not more than
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3,000 Restricted Shares, the Corporation's Management Human
Resources Committee may exercise the powers of the Committee
set forth in this Article, in the first paragraph of
Paragraph D of Article VIII, and in the first sentence only
of Section (m) of Article III, provided that no Option may
be granted or Restricted Shares awarded by the Management
Human Resources Committee to an individual who is subject to
Section 16 of the Securities Exchange Act of 1934, as
amended.
VIII. TERMS OF OPTIONS.
Each Option granted under the Plan shall state that it
shall not be treated as an incentive stock option for
purposes of Section 422 of the Internal Revenue Code of
1986, as amended from time to time, or any successor
provision, and shall be subject to the following terms and
conditions:
A. Number of Shares and Option Price.
Each Option shall state the total number of shares of
Common Stock to which it pertains. The purchase price for
shares subject to the Option shall be not less than one
hundred percent (100%) of the fair market value of the
Common Stock of the Corporation at the time such Option is
granted.
B. Duration of Option.
No Option shall be exercisable after the expiration of
ten years from the date on which it is granted, or of such
shorter term as the Committee may establish for any or all
shares subject to such Option. Except as provided in this
Paragraph B, an Option shall terminate on the date on which
the Grantee ceases to be employed by the Corporation or a
Subsidiary.
If a Grantee ceases to be employed by the Corporation
or a Subsidiary owing to his or her Disability or
Retirement, he or she may, at any time within three years
after his or her employment ceases, exercise any Option to
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the extent that he or she was entitled to exercise it on the
date his or her employment ceased; but in no event shall any
Option be exercisable after the expiration of the term of
the Option established in accordance with the first sentence
of this Paragraph B.
If a Grantee dies while in the employ of the
Corporation or a Subsidiary (or if he or she dies within
three years after he or she has ceased to be employed by the
Corporation or a Subsidiary owing to his or her Disability
or Retirement), and the Grantee has not fully exercised all
of his or her Options at the time of his or her death, his
or her personal representative, or those persons who receive
the Options by bequest or inheritance, shall have the right,
during the one-year period following his or her death, to
exercise such Options. An Option shall be exercisable
during such one-year period only for that number of shares,
if any, that the Grantee could have purchased under such
Option on the date of his or her death. In no event shall
any Option be exercisable after the expiration of the term
of the Option established in accordance with the first
sentence of this Paragraph B.
If a Grantee ceases to be employed by the Corporation
or a Subsidiary owing to his or her Disability or
Retirement, or if a Grantee dies while in the employ of the
Corporation or a Subsidiary, the Committee may provide, on a
case by case basis, for the exercise of all or part of any
Option held by the Grantee, whether or not he or she was
entitled to exercise it on the date that his or her
employment ceased or death occurred; provided, however, that
no such determination shall permit an Option to be exercised
within one year following its grant.
C. Nonassignability.
Options shall not be transferable other than by will or
by the laws of descent and distribution. During a Grantee's
lifetime, Options shall be exercisable only by such Grantee.
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D. Limitations on Exercise of Options.
An Option may not be exercised in whole or in part
during the twelve-month period commencing with the date on
which it was granted; thereafter it shall become exercisable
on such schedule as is determined by the Committee at the
time of the grant or as otherwise provided by the Plan.
At the time an Option is granted or at any time
thereafter, the Committee may stipulate that, if a Change of
Control occurs, the limitations set forth above in this
Paragraph D shall lapse with respect to such Option, and
that such Option shall be immediately exercisable.
To the extent that any portion of an Option has become
exercisable, it may thereafter be exercised at any time
prior to the expiration or earlier termination of the
Option. Notwithstanding the foregoing, no Option shall be
exercisable by a Grantee at a time when the Grantee is not
employed by the Corporation or by a Subsidiary except to the
extent permitted by Paragraph B of this Article.
E. Manner of Exercise.
Subject to the provisions of Paragraph D of this
Article, an Option may be exercised at one time or from time
to time, except that each partial exercise of an Option
shall be for 50 shares or a multiple thereof, or, if fewer
than 50 shares remain outstanding under the Option, for all
the remaining shares. The procedures for exercise shall be
set forth in the written Option certificate provided for in
Paragraph I of this Article.
F. Payment for Shares.
Payment in full of the purchase price for the shares
purchased pursuant to the exercise of any Option shall be
made in cash upon exercise of the Option. All shares sold
under the Plan pursuant to the exercise of an Option shall
be fully paid and nonassessable.
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G. Payment of Withholding Taxes.
Payment in full of any federal, state, or local taxes
of any kind required by law to be withheld with respect to
the exercise of the Option shall be made to the Corporation
in cash upon exercise of the Option. A Grantee may
irrevocably elect to have any withholding tax obligation
satisfied by (i) having the Corporation withhold shares
otherwise deliverable to the Grantee with respect to the
exercise of the Option, or (ii) delivering to the
Corporation shares received upon the exercise of the Option
or delivering to the Corporation other shares of Common
Stock; provided, that the Committee may, in its sole
discretion, disapprove any such election.
H. Voting and Dividend Rights.
No Grantee of an Option shall have any voting or
dividend rights or any other rights of a stockholder with
respect to any shares of Common Stock covered by an Option
before he or she exercises the Option with respect to such
shares and his or her name is recorded on the Corporation's
stockholder ledger as the holder of record of such shares.
I. Option Certificates.
The proper officers of the Corporation shall execute
and deliver written Option certificates, which shall contain
such provisions as are expressly provided herein and such
additional provisions as the Committee in each instance
shall deem appropriate and not inconsistent with any of the
express provisions of the Plan.
IX. RESTRICTED SHARES.
Each Restricted Share granted under the Plan shall be
subject to the following terms and conditions, and to such
additional terms and conditions as the Committee shall deem
appropriate; provided that none of these additional terms
and conditions shall be more favorable to a Grantee than the
terms and conditions set forth herein.
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A. Rights with Respect to Shares.
A Grantee to whom Restricted Shares have been granted
shall have absolute ownership of such shares, including the
right to vote the same and to receive dividends thereon,
subject, however, to the terms, conditions, and restrictions
described in the Plan and in the instrument evidencing the
grant of the Restricted Shares to such Grantee. The
Grantee's absolute ownership shall become effective only
after he or she has received a certificate or certificates
for the number of shares of Common Stock awarded, or after
he or she has received notification that such certificate or
certificates are being held in custody for him or her.
B. Restrictions.
Until the restrictions set forth in this Paragraph B
shall lapse pursuant to Paragraph C or D of this Article IX,
Restricted Shares shall be subject to the following
conditions:
(i) Restricted Shares shall not be sold, assigned,
transferred, pledged, hypothecated, or otherwise disposed
of; and
(ii) If the Grantee ceases to be an Employee for any
reason, except as provided in Paragraph D of the Article,
any Restricted Shares that had been delivered to, or held in
custody for, the Grantee shall be returned to the
Corporation forthwith, and all the rights of the Grantee
with respect to such shares shall immediately terminate
without any payment of consideration by the Corporation. If
the Grantee's interest in the Restricted Shares shall be
terminated pursuant to this clause (ii), he or she shall
forthwith deliver to the Secretary or any Assistant
Secretary of the Corporation the certificates for such
shares, accompanied by such instrument of transfer as may be
required by the Secretary or any Assistant Secretary of the
Corporation.
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C. Lapse of Restrictions.
Except as provided below with respect to a Change of
Control and as set forth in Paragraph D hereof, the
restrictions set forth in Paragraph B hereof, shall lapse at
the end of the Restriction Period.
At the time Restricted Shares are granted or at any
time thereafter, the Committee may stipulate that the
restrictions set forth in Paragraph B hereof shall lapse
with respect to such Restricted Shares if a Change of
Control occurs.
D. Termination of Employment.
Any provision of Paragraph B hereof to the contrary
notwithstanding, if a Grantee has been in the continuous
employment of the Corporation or of any Subsidiary for more
than one year from the date on which one or more Restricted
Shares were granted to him or her and if such Grantee shall
die or incur a Disability while so employed, then the
restrictions set forth in Paragraph B shall lapse on the
date of the Grantee's death or Disability with respect to a
fraction of the Restricted Shares awarded to such Grantee.
The numerator of the fraction shall be the number of months
that have elapsed since the Restricted Shares were granted,
and the denominator of the fraction shall be the number of
months in the Restriction Period; provided that in the case
of a fractional month, a period of 15 days or more shall be
treated as a full month, and a period of less than 15 days
shall be disregarded.
Any provision of Paragraph B hereof to the contrary
notwithstanding, if a Grantee has been in the continuous
employment of the Corporation or of any Subsidiary for more
than one year from the date on which one or more Restricted
Shares were granted to him or her, and if the employment of
the Grantee by the Corporation or of any Subsidiary shall
terminate for any reason, then the Management Human
Resources Committee of the Corporation may, but is not under
any obligation to, recommend to the Committee that the
restrictions set forth in Paragraph B should lapse. The
Committee in its sole discretion may provide, on a
case-by-case basis, that the restrictions set forth in
Paragraph B shall lapse.
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E. Agreement by Grantee Regarding Withholding Taxes.
Each Grantee who receives one or more Restricted Shares
shall agree that, subject to the provisions of Paragraph B
hereof:
(i) No later than the date of the lapse of the
restrictions set forth in Paragraph B hereof (and any
additional restrictions set forth in the instrument
evidencing the grant of the Restricted Shares) he or she
will pay to the Corporation, or make arrangements
satisfactory to the Committee regarding payment of, any
federal, state, or local taxes of any kind required by law
to be withheld with respect to the Restricted Shares, and
(ii) The Corporation and its Subsidiaries shall, to
the extent permitted by law, have the right to deduct from
any payments of any kind otherwise due to the Grantee any
federal, state, or local taxes of any kind required by law
to be withheld with respect to the Restricted Shares.
A Grantee may irrevocably elect to have any withholding
tax obligation satisfied by (a) having the Corporation
withhold shares otherwise deliverable to the Grantee in
connection with the grant of Restricted Shares, or (b)
delivering to the Corporation such Restricted Shares or
delivering to the Corporation other shares of Common Stock;
provided, that the Committee may, in its sole discretion,
disapprove any such election.
F. Tax Assistance Payments.
When the restrictions set forth in Paragraph B hereof,
or in the instrument evidencing the grant of the Restricted
Shares, lapse, the Committee may, in its discretion, direct
the Corporation to make cash payments to assist the Grantee
in satisfying his federal income tax liability with respect
to the Restricted Shares. Such payments may be made only to
those Grantees whose performance the Committee determines to
have been fully satisfactory between the date on which the
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Restricted Shares were granted and the date on which such
restrictions lapse. The Committee may, in its discretion,
estimate the amount of the federal income tax in accordance
with methods or criteria uniformly applied to Grantees
similarly situated, without regard to the individual
circumstances of a particular Grantee.
G. Election to Recognize Gross Income in Year of Grant.
If a Grantee properly elects, within 30 days of the
date of grant of a Restricted Share, to include in gross
income for federal income tax purposes an amount equal to
the fair market value of the shares of Common Stock awarded
on the date of grant, he or she shall make arrangements
satisfactory to the Committee to pay in the year of such
grant any federal, state, or local taxes required to be
withheld with respect to such shares. If he or she shall
fail to make the payments, the Corporation and its
Subsidiaries shall, to the extent permitted by law, have the
right to deduct from any payments of any kind otherwise due
to the Grantee any federal, state, or local taxes of any
kind required by law to be withheld with respect to such
shares of Common Stock.
H. Restrictive Legends; Certificates May be Held in
Custody.
Certificates evidencing Restricted Shares shall bear an
appropriate legend referring to the terms, conditions, and
restrictions described in the Plan and in the instrument
evidencing the grant of the Restricted Shares. Any attempt
to dispose of such Restricted Shares in contravention of the
terms, conditions, and restrictions described in the Plan or
in the instrument evidencing the grant of the Restricted
Shares shall be ineffective. The Committee may enact rules
that provide that the certificates evidencing such shares
may be held in custody by a bank or other institution, or
that the Corporation may itself hold such shares in custody,
until the restrictions thereon shall have lapsed.
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I. Foreign Laws.
Notwithstanding any provisions of the Plan to the
contrary, including but not limited to Articles VI and VII
and Paragraphs A and B(i) of Article IX, if Restricted
Shares are to be awarded to a Grantee who is subject to the
laws, including but not limited to the tax laws, of any
country other than the United States, the Committee may, in
its discretion, direct the Corporation to sell, assign, or
otherwise transfer the Restricted Shares to a trust or other
entity or arrangement, rather than grant the Restricted
Shares directly to the Grantee, in order to comply with such
laws or to assure that the Grantee qualifies for tax
treatment that is comparable to the tax treatment accorded
to the recipients of Restricted Shares by the tax laws of
the United States or for tax treatment that is made
available by the laws of such country.
X. COMPLIANCE WITH LAW AND OTHER CONDITIONS.
A. Restrictions on Grant of Awards.
The listing on the New York Stock Exchange or the
registration or qualification under any federal or state law
of any shares of Common Stock to be awarded or sold pursuant
to Awards may be necessary or desirable as a condition of or
in connection with such Awards (in order to permit the
exercise of Options, the awarding of Restricted Shares, or
the resale or other disposition of any shares of Common
Stock by or on behalf of the Grantees). If the Board in its
sole discretion determines that such listing, registration,
or qualification is necessary or desirable, delivery of the
certificates for such shares of Common Stock shall not be
made until such listing, registration, or qualification
shall have been completed. The Corporation agrees that it
will use its best efforts to effect any such listing,
registration, or qualification; provided, however, that the
Corporation shall not be required to use its best efforts to
effect such registration under the Securities Act of 1933
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other than by providing the information called for by Form
S-3 and Form S-8, as presently in effect, or such other
forms as may be in effect from time to time calling for
information comparable to that presently required to be
furnished under Form S-3 and Form S-8.
B. Restrictions on Resale of Unregistered Shares.
If the shares of Common Stock that have been awarded or
sold to a Grantee pursuant to the terms of the Plan are not
registered under the Securities Act of 1933, as amended,
pursuant to an effective registration statement, such
Grantee may be required, if the Committee shall deem it
advisable, to agree in writing (i) that any shares of Common
Stock acquired by such Grantee pursuant to the Plan will not
be sold except pursuant to an effective registration
statement under the Securities Act of 1933, as amended, or
pursuant to an exemption from registration under said Act,
and (ii) that such Grantee is acquiring such shares of
Common Stock for his or her own account and not with a view
to the distribution thereof.
XI. ADJUSTMENTS.
The number of shares of Common Stock of the Corporation
reserved for Awards under the Plan, the number of shares
comprising outstanding Awards, the number of shares
permitted to be granted to any Grantee during the term of
the Plan as set forth in Section V(B) hereof, and in the
case of outstanding Options, the exercise price shall be
subject to adjustment by the Committee, in its sole
discretion, to reflect any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares or other similar event.
All determinations made by the Committee with respect to
adjustments under this Article XI shall be conclusive and
binding for all purposes of the Plan.
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XII. MISCELLANEOUS PROVISIONS.
A. No Right to Receive Award.
Nothing in the Plan shall be construed to give any
Employee any right to receive an Award under the Plan.
B. Effect of Stock Splits, etc. on Restricted Shares.
Any shares of Common Stock of the Corporation received
by a Grantee as a stock dividend on Restricted Shares, or as
a result of stock splits, combinations, exchanges of shares,
reorganizations, mergers, consolidations, or other events
affecting Restricted Shares, shall have the same status, be
subject to the same restrictions, and bear the same legend
as the shares with respect to which they were issued.
C. Expenses of Plan.
The expenses of the Plan shall be borne by the
Corporation.
XIII. AMENDMENT, SUSPENSION, OR TERMINATION.
A. Amendment.
The Plan may be amended at any time and from time to
time by the Board, but no amendment that increases the
aggregate number of shares of Common Stock that may be
granted pursuant to the Plan or that extends the period
during which Awards may be granted under the Plan shall be
effective unless and until the same is approved, at a
meeting held to take such action at which a quorum is
present, by the affirmative vote of the holders of a
majority of the shares of Common Stock of the Corporation
present in person or by proxy and entitled to vote. Without
the written consent of a Grantee, no amendment of the Plan
shall adversely affect any right of such Grantee with
respect to any Award theretofore granted to him or to her.
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B. Right of Board to Suspend or Terminate Plan.
The Board may at any time suspend or terminate the
Plan. No Awards may be granted during any suspension of the
Plan or after the Plan has been terminated.
C. Termination of Plan.
The Plan shall terminate upon the earlier of the
following dates:
( i) On the date of termination specified in a
resolution of the Board, or
(ii) On a date ten years from the date on which the
Plan is approved by the stockholders of the Corporation in
accordance with Article XV hereof.
Except as otherwise provided in Article XV, the
termination of the Plan shall not affect any Awards
previously granted. After the Plan terminates, the function
of the Committee will be limited to supervising the
administration of Awards previously granted.
XIV. GOVERNING LAW.
The Plan and all Awards made thereunder shall be
governed by the laws of the State of New York.
XV. ADOPTION BY BOARD AND APPROVAL BY STOCKHOLDERS.
The Plan shall become effective upon its adoption by
the Board; provided, however, that if the Plan is not
approved by the stockholders of the Corporation prior to the
first anniversary of its adoption, the Plan and all Awards
made thereunder shall be of no effect. Stockholder approval
shall be obtained, at a meeting held to take such action at
which a quorum is present, by the affirmative vote of the
holders of a majority of the shares of Common Stock of the
Corporation present in person or by proxy and entitled to
vote.
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APPENDIX B
THE INTERPUBLIC OUTSIDE DIRECTORS' STOCK INCENTIVE PLAN
ARTICLE I
INTRODUCTION
1.1. Name of Plan. The name of the Plan is the "Interpublic
Outside Directors' Stock Incentive Plan."
1.2. Purpose of Plan. The Plan is being established to
attract, retain and compensate for service highly qualified
individuals to serve as members of the Board of Directors of the
Corporation, but not current employees of the Corporation or any
of its Subsidiaries, and to enable them to increase their
ownership in the Corporation's Common Stock. The Plan will be
beneficial to the Corporation and its stockholders since it will
allow these directors to have a greater personal financial stake
in the Corporation through the ownership of the Corporation's
Common Stock, in addition to strengthening their common interest
with stockholders in increasing the value of the Corporation's
Common Stock longer term.
1.3. Effective Date. The effective date of the Plan is June
1, 1994, or such later date as stockholder approval is obtained.
ARTICLE II
DEFINITIONS
When used in capitalized form in the Plan, the following
terms shall have the following meanings, unless the context
clearly indicates otherwise:
Act. "Act" means the Securities Exchange Act of 1934, as
currently in effect or hereafter amended.
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Committee. "Committee" means the directors of the
Corporation who are not Outside Directors.
Common Stock. "Common Stock" means shares of the
Corporation's $.10 par value common stock.
Corporation. "Corporation" means The Interpublic Group of
Companies, Inc.
Fair Market Value. "Fair Market Value" means the mean of
the high and low prices at which the Common Stock of the
Corporation is traded on the date in question, as reported on the
composite tape for New York Stock Exchange issues.
Option. "Option" means a right to purchase Common Stock
under the Plan.
Option Period. "Option Period" means the period beginning
on the third anniversary of the date of grant of an Option and
ending on the tenth anniversary of the date of grant.
Outside Directors. "Outside Directors" means members of the
Board of Directors of the Corporation who are not employees of
the Corporation or any of its Subsidiaries.
Plan. "Plan" means the Interpublic Outside Directors' Stock
Incentive Plan, as amended from time to time.
Restricted Shares. "Restricted Shares" means shares of
Common Stock granted pursuant to Article VIII hereof and subject
to the restrictions and other terms and conditions set forth in
the Plan.
Restriction Period. "Restriction Period" with respect to any
Restricted Shares means the period beginning on the date on which
such Restricted Shares are granted and ending on the fifth
anniversary of the date of grant.
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Subsidiary. "Subsidiary" means a subsidiary of the
Corporation that meets the definition of a "subsidiary
corporation" in Section 424(f) of the Internal Revenue Code of
1986, as amended.
ARTICLE III
ELIGIBILITY
3.1. Condition. An individual who is an Outside Director on
or after June 1, 1994 shall be eligible to participate in the
Plan.
ARTICLE IV
SHARES AVAILABLE
4.1. Number of Shares Available. An aggregate of Two
Hundred Thousand (200,000) shares of Common Stock are available
for issuance under the Plan pursuant to awards of Options and
Restricted Shares. Such shares of Common Stock may be authorized
but unissued shares, treasury shares, or shares purchased on the
open market.
4.2. Adjustments. The number of shares of Common Stock of
the Corporation reserved for awards of Options and Restricted
Shares under the Plan, the number of shares comprising awards of
Restricted Shares, and the exercise price and the number of
shares issuable under any outstanding Options, shall be subject
to proportionate adjustment by the Committee to the extent
required to prevent dilution or enlargement of the rights of the
grantee in the event of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares or other similar event. All
determinations made by the Committee with respect to adjustment
under this Section 4.2 shall be conclusive and binding for all
purposes of the Plan.
4.3 Effect of Stock Splits, etc. on Restricted Shares. Any
shares of Common Stock of the Corporation received by a grantee
as a stock dividend on Restricted Shares, or as a result of stock
splits, combinations, exchanges of shares, reorganizations,
mergers, consolidations, or other events affecting Restricted
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Shares, shall have the same status, be subject to the same
restrictions, and bear the same legend as the shares with respect
to which they were issued.
ARTICLE V
GRANTS OF OPTIONS
5.1. Options. The only types of options which may be
granted under the Plan are non-qualified stock options.
5.2. Annual Grant. Each year on the first Friday in the
month of June, each Outside Director then serving shall
automatically receive an Option covering the whole number of
shares of Common Stock of the Corporation that have an aggregate
Fair Market Value on the date of grant of $30,000, or if no whole
number of shares has such an aggregate Fair Market Value then
that whole number of shares having a Fair Market Value not in
excess of $30,000. Notwithstanding the foregoing, if, on that
first Friday, the General Counsel of the Corporation determines,
in his or her sole discretion, that the Corporation is in
possession of material, undisclosed information about the
Corporation, then the annual grant of Options to Outside
Directors shall be suspended until the second day after public
dissemination of such information. If Common Stock of the
Corporation is not traded on the New York Stock Exchange on any
date a grant would otherwise be made, then the grant shall be
made as of the next day thereafter on which Common Stock of the
Corporation is so traded.
5.3. Option Price. The exercise price per share of the
Option shall be the Fair Market Value of the Common Stock on the
date of the grant.
ARTICLE VI
OPTION PERIOD
6.1. Duration. An Option granted under the Plan shall
become exercisable three years after the date of grant and shall
expire ten years after the date of grant, unless it is sooner
terminated pursuant to Section 9.1 of the Plan.
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ARTICLE VII
PAYMENT UPON EXERCISE OF OPTIONS
7.1. Exercise Price. The exercise price of an Option shall
be paid in cash in U.S. Dollars on the date of exercise.
ARTICLE VIII
RESTRICTED SHARES
8.1. Grants. On the first Friday in June 1996, and on the
first Friday in June every five years thereafter during the term
of the Plan, the Corporation shall grant Two Thousand (2,000)
Restricted Shares to each person who is serving as an Outside
Director as of such date.
8.2 Additional Restrictions. Each Restricted Share granted
under the Plan shall be subject to the following terms and
conditions:
A. Rights with Respect to Shares.
A grantee to whom Restricted Shares have been
granted under the Plan shall have absolute ownership of such
shares, including the right to vote the same and to receive
dividends thereon, subject, however, to the terms, conditions,
and restrictions described in the Plan. The grantee's absolute
ownership shall become effective only after he or she has
received a certificate or certificates for the number of shares
of Common Stock awarded, or after he or she has received
notification that such certificate or certificates are being held
in custody for him or her.
B. Restrictions.
Until the expiration of the Restriction Period
therefor, Restricted Shares shall be subject to the following
conditions:
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(i) Restricted Shares shall not be sold, assigned,
transferred, pledged, hypothecated, or otherwise disposed of; and
(ii) if the grantee ceases to serve as an Outside
Director for any reason, then, except as otherwise provided in
Section 9.2 of the Plan, any Restricted Shares for which the
Restriction Period has not lapsed that had been delivered to, or
held in custody for, the grantee shall be returned to the
Corporation forthwith, and all the rights of the grantee with
respect to such shares shall immediately terminate without any
payment of consideration by the Corporation.
C. Lapse of Restrictions.
Except as otherwise set forth in Section 9.2 of
the Plan, the restrictions set forth in Paragraph B of this
Section 8.2 for Restricted Shares shall lapse at the end of the
Restriction Period with respect to such shares.
D. Tax Assistance Payments.
When the restrictions set forth in Paragraph B hereof
lapse, the Committee may, in its discretion, direct the
Corporation to make cash payments to assist the grantee in
satisfying his federal income tax liability with respect to the
Restricted Shares. Such payments may be made only to those
grantees whose performance the Committee determines to have been
fully satisfactory between the date on which the Restricted
Shares were granted and the date on which such restrictions
lapse. The Committee may, in its discretion, estimate the amount
of the federal income tax in accordance with methods or criteria
uniformly applied to grantees similarly situated, without regard
to the individual circumstances of a particular grantee.
E. Restrictive Legends; Certificates May be Held in
Custody.
Certificates evidencing Restricted Shares shall
bear an appropriate legend referring to the terms, conditions,
and restrictions described in the Plan. Any attempt to dispose
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of such Restricted Shares in contravention of the terms,
conditions, and restrictions described in the Plan shall be
ineffective. The Committee may enact rules that provide that the
certificates evidencing such shares may be held in custody by a
bank or other institution, or that the Corporation may itself
hold such shares in custody, until the restrictions thereon shall
have lapsed.
ARTICLE IX
CESSATION OF SERVICE, RETIREMENT, DEATH
9.1. Options.
(A) Options Granted Prior to June 1, 1996.
(i) With respect to each grantee who was first
elected or appointed as an Outside Director on or after January
1, 1995, and who ceases to be an Outside Director for any reason
other than death, Options which have been granted prior to June
1, 1996 and which are exercisable on the date of cessation of
service shall continue to be exercisable by the grantee for
ninety days following the date of cessation of service, but in no
event after the expiration of the Option Period.
(ii) With respect to each grantee who was first
elected or appointed as an Outside Director prior to January 1,
1995: (A) if such grantee ceases to serve as an Outside Director
(other than because of his or her death) and, as of the date of
such cessation of service is eligible for a benefit under the
Interpublic Outside Directors' Pension Plan, Options which have
been granted prior to June 1, 1996 and which are exercisable on
the date of cessation of service shall continue to be exercisable
by the grantee for sixty months following the date of retirement
from the Board, but in no event after the expiration of the
Option Period, and (B) if such grantee ceases to serve as an
Outside Director (other than because of his or her death) and, as
of the date of such cessation of service is not eligible for a
benefit under the Interpublic Outside Directors' Pension Plan,
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Options which have been granted prior to June 1, 1996 and which
are exercisable on the date of cessation of service shall
continue to be exercisable by the grantee for ninety days
following cessation of service, but in no event after the
expiration of the Option Period.
(iii) Upon the death of a grantee while
serving as an Outside Director, Options which have been granted
prior to June 1, 1996 and which are exercisable on the date of
death shall be exercisable thirty-six months from date of death,
but in no event after expiration of the Option Period, by the
grantee's legal representatives, heirs or beneficiaries.
(B) Options Granted On or After June 1, 1996.
With respect to each grantee who receives a grant of
Options on or after June 1, 1996, and who ceases to be an Outside
Director for any reason (including without limitation death),
such Options which have been granted on or after June 1, 1996 and
which are exercisable on the date of cessation of service shall
continue to be exercisable by the grantee or the grantee's legal
representatives, heirs or beneficiaries for thirty-six months
following the date of cessation of service, but in no event after
the expiration of the Option Period.
9.2. Restricted Shares. Upon a grantee's cessation of
service as an Outside Director for any reason (including death),
on or after the first anniversary of the date on which the
Restricted Shares were granted, the Restriction Period shall
lapse on the date of the grantee's cessation of service with
respect to a fraction of the Restricted Shares awarded to such
grantee. The numerator of the fraction shall be the number of
months that have elapsed since the Restricted Shares were
granted, and the denominator of the fraction shall be the number
of months in the Restriction Period; provided that in the case of
a fractional month, a period of fifteen days or more shall be
treated as a full month, and a period of less than fifteen days
shall be disregarded.
9.3. Forfeiture.
(A) If an Option is not exercisable on the date on
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which the grantee ceases to serve as an Outside Director, or if
an Option is not exercised in full before it ceases to be
exercisable in accordance with Article VI hereof and the
preceding provisions of this Article IX, the Option shall, to the
extent not previously exercised, thereupon be forfeited.
(B) If a grantee's interest in any Restricted Shares
shall be terminated pursuant to Section 8.2B of the Plan, he or
she shall forthwith deliver to the Secretary or any Assistant
Secretary of the Corporation the certificates for such shares,
accompanied by such instrument of transfer as may be required by
the Secretary or any Assistant Secretary of the Corporation.
ARTICLE X
ADMINISTRATION, AMENDMENT AND TERMINATION OF THE PLAN
10.1. Administration. The Plan shall be administered by
the Committee.
10.2. Amendment and Termination. The Plan may be
terminated or amended by the Committee as it deems advisable.
However, an amendment revising the size or frequency of awards of
Options or Restricted Shares, the duration of the Restriction
Periods for Restricted Shares, or the exercise price, date of
exercisability or Option Period of an Option shall not be made
more frequently than every six months unless necessary to comply
with the Internal Revenue Code of 1986, as amended. No amendment
may revoke or alter in a manner unfavorable to the grantees any
Options or Restricted Shares then outstanding, nor may the
Committee amend the Plan without stockholder approval where the
absence of such approval would cause the Plan to fail to comply
with Rule 16b-3 under the Act or any other requirement of any
applicable law or regulation.
10.3. Expiration of the Plan. Options or Restricted Shares
may not be granted under the Plan after June 7, 2004, but Options
granted prior to that date shall continue to become exercisable
and may be exercised according to the terms of the Plan.
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ARTICLE XI
NONTRANSFERABILITY
11.1. Options Not Transferable. No Options granted under
the Plan are transferable other than by will or the laws of
descent and distribution. During the grantee's lifetime, an
Option may be exercised only by the grantee or the grantee's
guardian or legal representative.
ARTICLE XII
COMPLIANCE WITH SEC REGULATIONS
12.1. Rule 16b-3. It is the Corporation's intent that the
Plan comply in all respects with new Rule 16b-3 under the Act and
that the Plan qualify as a formula plan meeting the conditions of
paragraph (c)(2)(ii) of new Rule 16b-3. If any provision of the
Plan is found not to be in compliance with the Rule, or the Plan
is found not to qualify as such formula plan, any provision which
is not in compliance or does not qualify shall be deemed to be
null and void. All grants and exercises of Options, and grants
of Restricted Shares, under the Plan shall be executed in
accordance with the requirements of Section 16 of the Act and any
regulations promulgated thereunder.
ARTICLE XIII
RIGHTS OF DIRECTORS
13.1. Rights to Awards. Except as provided in the Plan, no
Outside Director shall have any claim or right to be granted an
award under the Plan. Neither the Plan nor any action thereunder
shall be construed as giving any Outside Director any right to be
retained in the services of the Corporation in any capacity.
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APPENDIX
FORM OF PROXY
THE INTERPUBLIC GROUP OF COMPANIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 20, 1996
The undersigned hereby constitutes and appoints Eugene P. Beard,
Philip H. Geier, Jr. and Nicholas J. Camera, and each of them,
his true and lawful agents and proxies, with full power of
substitution in each, to represent the undersigned at the Annual
Meeting of Stockholders of THE INTERPUBLIC GROUP OF COMPANIES,
INC. to be held in The Equitable Center, 787 Seventh Avenue, New
York, New York, on Monday, May 20, 1996 at 9:00 A.M. Eastern
Time, and at any adjournments, thereof, on all matters to come
before the meeting.
Election of Directors. Nominees:
Eugene P. Beard, Frank J. Borelli, John J. Dooner, Jr.,
Philip H. Geier, Jr., Frank B. Lowe, Leif H. Olsen,
Martin F. Puris, Allen Questrom, J. Phillip Samper
and Joseph J. Sisco
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXY HOLDERS CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
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PLEASE MARK YOUR
VOTES AS IN THIS X
EXAMPLE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF EACH OF THE
DIRECTOR NOMINEES, FOR PROPOSALS 2, 3 AND 4 AND AGAINST PROPOSAL 5 AND IN THE
DISCRETION OF THE PROXY HOLDERS ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
The Board of Directors recommends a vote FOR proposals 2, 3 and 4 and AGAINST
Proposal 5.
FOR WITHHELD
1. Election
of Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
FOR AGAINST ABSTAIN
2. Approval of the 1996 Stock
Incentive Plan
FOR AGAINST ABSTAIN
3. Approval of Amendments to
the Outside Directors' Stock
Option Plan
FOR AGAINST ABSTAIN
4. Confirmation of independent
accountants.
FOR AGAINST ABSTAIN
5. Stockholders' Resolution
Regarding Northern Ireland
Signature(s)___________________________ Date________________________
The signer hereby revokes all proxies heretofore given by the signer to vote
at said meeting or any adjournments thereof.
Note: Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
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