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. Provided you sign and do not revoke this Agreement, within 8 days after you return the signed Agreement to the Company (after December 31, 2023), you will be paid one year of additional pay, ​ in a lump sum (gross) but less applicable taxes and authorized withholdings (“Severance Payment”). Furthermore, if you timely elect to receive continuation of your healthcare benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay for your COBRA premiums through December 31, 2024.

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.

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.

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.

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:

Change in Control Severance Benefits. If the Executive’s employment terminates by reason of a Change in Control Termination, in lieu of any amounts payable pursuant to Section 1 above, # the Company will pay the Executive a lump sum amount equal to two times the sum of # the Executive’s annual base salary, at the rate in effect as of the Termination Date, and # the Executive’s target annual cash incentive award for the year in which the Termination Date occurs (the “CIC Severance Payment”), # the Company will pay the Executive a lump sum amount equal to a pro rata amount of the Executive’s target annual cash incentive award for the year in which the Termination Date occurs, prorated based on the percentage of the year worked prior to the Termination Date (the “Bonus Payment”), # all outstanding unvested Performance Awards shall become fully vested as of the Termination Date (the “Performance Shares Acceleration”), assuming the target level of performance is achieved, # all outstanding unvested Stock Units and other equity incentive awards that vest solely based on continued service shall become fully vested as of the Termination Date (the “RSU Acceleration”), # the Company will pay an amount equal to two times the Medical Plan Coverage Amount (the “CIC Medical Plan Coverage Payment”), and # the Executive will be eligible for Outplacement Assistance (collectively, the CIC Severance Payment, the Bonus Payment, the Performance Shares