Continuation. Except as expressly amended and modified pursuant to the terms of this First Amendment, the Agreement continues in full force and effect. In the event of any conflict between the terms of this First Amendment and the terms of the Agreement, the terms of this First Amendment shall govern. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

Continuation. The Company intends to continue this ERA indefinitely, but nevertheless assumes no contractual obligation beyond the promise to pay the benefits described in this ERA.

Continuation. Except as specifically amended hereby, the Omnibus Plan shall continue in full force and effect.

Salary Continuation. Employee shall continue to receive Employee's then current Base Salary for a period of twelve (12) months following Employee's termination of employment by the Company for reasons other than Cause. All such severance payments shall be paid in accordance with the Company's normal payroll practices. Such continuation of Employee's Base Salary shall be in lieu of any and all other benefits which Employee is entitled to receive on the date of Employee's termination of employment pursuant to any Company severance and benefit plans and practices or pursuant to other agreements with the Company. Employee shall not be entitled to pro-rated payment of an annual bonus.

Health Continuation. Twelve # months of continued health benefit plan coverage following the Termination Date at active employee levels and active employee cost for Executive and Executive’s eligible dependents; such health benefits shall be provided and paid for by the Executive per regular payroll period of ​ commencing with the first payroll period following the Executive’s termination of employment and continuing until the earlier of # the twelve (12) month anniversary of Executive’s Termination Date, or # the date Executive is eligible for equivalent coverage and benefits under the plans and programs of a subsequent employer. Medical expenses (as defined in Code Section 213(d)) paid pursuant to this paragraph are intended to be exempt from Code Section 409A to the extent permitted under Treasury Regulation §§1.409A-1(b)(9)(v)(B) and -3(i)(l)(iv)(B). However, to the extent any health benefits provided pursuant to this paragraph do not qualify for exemption under Code Section 409A, ​ shall provide Executive with a lump sum payment in an amount equal to the number of months of coverage to which Executive is entitled times the then applicable premium for the relevant health plan in which Executive participated. Such lump sum amount will be paid during the second month following the month in which such coverage expires; and

Benefits Continuation. Your existing elections in all Company-sponsored life, medical, and dental insurance benefit plans will continue during the Installments Period; provided that such continued participation shall be subject to: # the terms of those plans (which, for the sake of clarity, permit a former employee to continue coverage during the Installments Period), # such continued participation being permitted by applicable law and not otherwise prohibited under such plans, as determined by the Company and # the Company continuing to offer such plans to similarly situated active employees of the Company and similarly situated active employees continuing to be eligible to participate in or accrue benefits under such plans and programs. Such continued participation will be provided at the “active employee rates,” and your portion of the applicable premium payments will be automatically deducted from your Separation Pay checks during the Installments Period. Your benefits under the 401(k) Savings and Profit Sharing Plan of ​ and Its Subsidiaries and the ​ 401(k) Savings and Profit Sharing Plan Supplement shall be governed by the terms of such plans. You will also continue to be eligible for financial planning services from Goldman Sachs Ayco Personal Financial Management for up to one year after the Termination Date, paid for by the Company up to a maximum of ​ (you will be responsible for any taxes on imputed income).

Salary Continuation. Subject to [Section 2.2] above, the term “employment” as used herein means active employment by the Company and salary continuation without active employment (other than a leave of absence approved by the Company that is covered by [Section 2.2]) will not, in and of itself, constitute “employment” for purposes hereof (in the case of salary continuation without active employment, the Grantee’s cessation of active employee status shall, subject to [Section 2.2], be deemed to be a termination of “employment” for purposes hereof). Furthermore, salary continuation will not, in and of itself, constitute a leave of absence approved by the Company for purposes of the award.

Continuation of Agreement. Except as specifically stated herein, this Amendment does not change the terms and conditions of the Agreement which remain in full force and effect.

would have been paid to the Participant before the date the first installment is actually paid if the first installment had been paid on the Commencement Date, without interest. Each subsequent payment shall be made in accordance with Interpublic’s standard semi-monthly payroll schedule.

Continuation of Participation. Subject only to the provisions of [Section 2.04] and [Article 7], an individual designated as a Participant shall continue to be a Participant for the purpose of eligibility to receive the supplemental retirement benefits provided by the Program and his or her participation in the Program shall not be terminated; provided, however, that a Participant who terminates employment at a time when he or she is not eligible for a benefit under [Article 3] shall cease to be a Participant in the Program.