Integration with Severance Benefits. For U.S. Grantees, notwithstanding paragraphs 5(a)-(d) above, if severance is offered, eligibility for a prorated Award is contingent upon the Company receiving your signed Severance Agreement and General Release. Without a signed release, all unvested Restricted Stock Units are forfeited.

Severance Payments and Benefits. Provided that you execute the Waiver and Release Agreement attached as [Schedule A] hereto no later than February 10, 2016, and you do not revoke the Waiver and Release in accordance with its terms, you will be entitled to receive the following severance payments and benefits, which you acknowledge are amounts that you would not otherwise be entitled to receive:

Severance Payments and Benefits. Subject to Employee’s execution and non-revocation of, and compliance with this Agreement and Release, Employer shall pay to Employee the payments and benefits to which he is entitled under the Interpublic Executive Severance Plan (which is incorporated herein by reference). The payments referenced herein are in full satisfaction of any and all claims Employee may have against Employer, and exceed in value any payments to which Employee may otherwise be entitled.

If the Employer shall terminate the Executive's service due to Disability or for Cause, or if the Executive shall terminate his or her service other than for Good Reason, or if the Executive shall die, then the Executive shall have no right to receive any severance benefits under this Agreement.

Description of Severance Benefits. Subject to the conditions of [Section 4.6], in the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him with the following:

Offset of Severance Benefits. To the extent the offset described in this section would not result in subjecting Executive to any additional tax, interest or penalties under Code Section 409A, the Severance Benefits provided Executive under this Agreement shall offset any other severance benefits or damages for termination of employment owed to Executive by Company. However, it is expressly agreed that payments or benefits to Executive under any retirement, supplemental retirement, deferred compensation, pension, stock option, restricted stock, incentive or bonus plan or arrangement shall not be offset against or reduce in any way any payments or benefits to which Executive is entitled under this Agreement.

Participant. “Participant” means an Eligible Employee whose employment with the Employer and all Related Entities is terminated as a result of a Covered Termination and who meets the other eligibility conditions for the receipt of Severance Benefits under this Plan. An individual will cease being a Participant once payment of all severance pay and other benefits due to such individual under the Plan has been completed and no person will have any further rights under the Plan with respect to such former Participant.

Eligibility for any Severance Benefits is expressly conditioned on the satisfaction of all of the following conditions:

Payment of Cash Severance Benefits. The Severance Benefits described in Sections 4.1(a) to which a Participant is entitled shall be paid to the Participant according to the following payment schedule:

A Participant shall be entitled to receive from the Company Regular Severance Benefits in the amount provided in Section 4.4 if # the Participant’s employment with the Company or any Affiliate is terminated # by the Company without Cause (other than by reason of the Participant’s death or Disability) or # by the Participant for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, and # the Participant’s termination of employment does not occur within the 3-month period prior to or the 24-month period following a Change in Control and the Participant is not otherwise entitled to receive Change in Control Severance Benefits pursuant to Section 4.1.