The amounts credited to each Eligible Director’s Account shall not be held by the Company in a trust, escrow or similar fiduciary capacity, and neither the Eligible Director, nor any legal representative, shall have any right against the Company with respect to any portion of the Account except as a general unsecured creditor of the Company.

UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

UNSECURED TRUST. Before a Change of Control, Interpublic shall contribute to an Unsecured Trust an amount equal to the value of the sum of all benefits that would become payable under the Plan if every Participant employed by Interpublic and/or any other Employer immediately before the Change of Control terminated employment involuntarily, and without Cause, immediately after the Change of Control. The amount

Rights Unsecured. The right of any Participant to receive an Award under the Plan shall constitute an unsecured claim against the general assets of the Company.

Accounts Unsecured. Until distributed, all amounts credited to any Cash Accounts or represented by units credited to any Stock Unit Account shall be property of the Company, available for the Company’s use, and subject to the claims of general creditors of the Company. The rights of any Participant or beneficiary to distributions under this Plan are not subject to anticipation, alienation, sale, transfer, assignment, or encumbrance, and shall not be subject to the debts or liabilities of any Participant or beneficiary.

Awards under the Plan are unsecured obligations of the Company.

Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company or the Trust (if any). No assets of the Company or the Trust shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for purposes of the Code and within the meaning of Title I of ERISA (notwithstanding that ERISA has no application as such to the Plan). Any payment to a Participant or the Participant’s Beneficiary in accordance with the provisions of the Plan shall be in full satisfaction of all claims against the Committee and the Company under the Plan.

The interest under the Plan of any participating Director and such Director’s right to receive a distribution of his or her Deferred Compensation Account and Stock Units shall be an unsecured claim against the general assets of the Company. The Deferred Compensation Account and Stock Units shall be bookkeeping entries only and no Director shall have an interest in or claim against any specific asset of the Company pursuant to the Plan.

Unsecured General Creditor. The Contract Obligors shall neither reserve nor specifically set aside funds for the payment of its obligations under this Agreement, and such obligations shall be paid solely from the general assets of the Contract Obligors. Notwithstanding that Employee may be entitled to receive the value of his benefit under the terms and conditions of this Agreement, the assets from which such amount may be paid shall at all times be subject to the claims of the Contract Obligors’ creditors.

Unsecured Leverage Ratio. Permit the Unsecured Leverage Ratio at any time during the term hereof and to be tested on the Test Date, to be greater than 0.60 to 1.00; provided that # such ratio may exceed 0.60 to 1.00 from time to time so long as such ratio does not exceed 0.65 to 1.00 and such ratio ceases to exceed 0.60 to 1.00 within the Surge Period, # the ​ shall be permitted to utilize the Surge Period holiday no more than two (2) times for the entirety of the term of the Delayed Draw Term Loan Facility, and # the Surge Period may only be utilized in conjunction with a Material Acquisition.