Actual Payment Date. The provisions hereof for payment on the fifteenth date of March or of any other month shall be construed and may be applied as the Committee (including the Plan recordkeeper) deems necessary or advisable and in accordance with applicable provisions of the Regulations, including without limitation Treasury Reg. § 1.409A-3(d), without liability to any Participant or Beneficiary by reason thereof.

Actual Date of Payment. An amount payable on a date specified in this Article VII shall be paid as soon as administratively feasible after such date; but no later than the later of # the end of the calendar year in which the specified date occurs; or # the fifteenth day of the third calendar month following such specified date, provided the Participant (or Beneficiary) is not permitted to designate the taxable year of the payment; provided that, an amount that becomes payable at vesting shall be paid no later than March 15 following the calendar year in which the amount becomes vested. The payment date may be postponed further if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or Beneficiary), and the payment is made in the first calendar year in which the calculation of the amount of the payment is administratively practicable.

PAYMENT DATE. Each vested Restricted Cash Award shall be paid at the time prescribed by the Award Letter.

Payment Date. The Payment Date shall be the dates specified in the Award Agreement with respect to the Stock Units that are vested on such date under the schedule set forth in the Award Agreement.

Payment Date. The date of the proposed Second Lien ​ Payment shall be ​, 20​ (the “Payment Date”).

Payment Date. Unless the Eligible Director selects a later Payment Date in accordance with the rules set forth in this Paragraph 5, the Payment Date for a Program Award of RSUs shall be the first (1st) anniversary of the date of grant or, if earlier (but only in the case of a Program Award granted immediately following an annual meeting of stockholders of the Company), the day immediately preceding the date of the annual meeting (if any) of stockholders of the Company next following the date of grant. An Eligible Director may, on the Selection Date, or, if he is elected to the Board for the first time, on a date that is no later than 15 days after the date of such first election to the Board, in lieu of the Payment Date specified in the immediately preceding sentence, irrevocably (except as hereinafter provided) select a Payment Date with respect to such Program Award that is the second (2nd), third (3rd), fourth (4th), or fifth (5th) anniversary of the date of grant (an “Alternative Initial Payment Date”). Any Eligible Director who has timely selected an Alternative Initial Payment Date may at any time thereafter but prior to the earlier to occur of # the Eligible Director’s ceasing to be a member of the Board for any reason or # the date that is twelve months prior to the Alternative Initial Payment Date, irrevocably select a deferred payment date (the “Deferred Payment Date”) that is the fifth (5th) anniversary of the Alternative Initial Payment Date. In the case of an Eligible Director who selects an Alternative Initial Payment Date and does not thereafter select a Deferred Payment Date, the Alternative Initial Payment Date shall be the “Payment Date” for purposes of Paragraph 4 above and Paragraph 6 below. In the case of an Eligible Director who selects an Alternative Initial Payment Date and thereafter timely and properly selects a Deferred Payment Date, the Deferred Payment Date shall be the “Payment Date” for purposes of Paragraph 4 above and Paragraph 6 below.

ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees and Nonemployee Directors those to whom Awards shall be granted and shall determine the nature and amount of each Award.

Determination of Actual Awards. After the end of each Performance Period, the Administrator will determine the extent to which the Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded. The Actual Award for each Participant will be determined by applying the Payout Formula to the level of actual performance that has been determined by the Administrator; provided that notwithstanding anything to the contrary in this Plan, the Administrator may # reduce or eliminate the Actual Award that otherwise would be payable under the Payout Formula; # increase the Actual Award; or # determine whether or not any Participant will receive an Actual Award in the event that the Participant incurs a Termination of Employment before such Actual Award is to be paid pursuant to [Section 4.2]. If a Participant’s Actual Award is reduced or eliminated, no other Participant’s Actual Award shall be increased as a result. The Administrator has the absolute discretion to reduce or eliminate payment of an Actual Award if in the Administrator’s judgment corporate performance, financial condition, individual performance, general economic conditions, or other similar factors make such reduction or elimination appropriate.

AUTHORITY TO DETERMINE PAYMENT DATE. To the extent that any payment under the Plan may be made within a specified number of days on or after any date or the occurrence of any event, the date of payment shall be determined by Interpublic in its sole discretion, and not by any Participant, Beneficiary, or other individual.

Payment at Scheduled Withdrawal Date. If a Participant reaches a Scheduled Withdrawal Date while in the employ of the Employer (or otherwise prior to termination of employment), the vested balance earned in his or her Accounts having such Scheduled Withdrawal Date shall be paid in a single lump sum, based on the balance of such Accounts as of the last day of the February immediately preceding such Scheduled Withdrawal Date, or be paid in substantially equal annual installments (each reflecting adjustments under [Sections 4.3 and 4.5]5] since the preceding payment) over a period of two to five years as specified in the Participant’s initial deferral election with respect to such Accounts or any subsequent change in such election timely made as provided in [Section 5.1(c)(i)].