Incentive Award Plan – Omnicom Group

OMNICOM GROUP INC.
AMENDED AND RESTATED 2007 INCENTIVE AWARD PLAN
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

GRANT NOTICE

Unless otherwise defined herein, the terms defined in the Omnicom Group
Inc. Amended and Restated 2007 Incentive Award Plan (as amended, restated or
otherwise modified from time to time, the “Plan“) shall have
the same defined meanings in this Grant Notice (the “Grant
Notice“) and the Performance Restricted Stock Unit Agreement attached
as Exhibit A to this Grant Notice (collectively, the
“Agreement“).

As payment of the equity portion of your 2010 bonus under the Omnicom
Group Inc. Senior Management Incentive Plan, you have been granted Performance
Restricted Stock Units (“PRSUs“), subject to the terms
and conditions of the Plan and this Agreement.


Employee:
Grant Date:
Number of PRSUs:
Vesting Schedule:	The PRSUs shall vest in such amounts and at such times as are set forth in Exhibit A (any date on which PRSUs are eligible to vest being referred to herein as a “Vesting Date“).

Your signature below, which may be accomplished through electronic means
approved by Omnicom, indicates your agreement and understanding that the PRSUs
are subject to all of the terms and conditions contained in this Agreement,
including the Grant Notice, the Performance Restricted Stock Unit Agreement
attached as Exhibit A to this Grant Notice, the Plan and the restrictive
covenants set forth in Section 6 of Exhibit A. ACCORDINGLY, PLEASE BE
SURE TO READ ALL OF EXHIBIT A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS
OF THE PRSUS.

OMNICOM GROUP INC

By:	/s/ Michael J. O153Brien

	Name:	Michael J. O153Brien
	Title:	Senior Vice President,
		General Counsel and Secretary

EMPLOYEE ______________________________

EXHIBIT A

OMNICOM GROUP INC.
AMENDED AND RESTATED 2007 INCENTIVE AWARD PLAN
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

1. Award of PRSUs. Omnicom has granted the
Employee that number of PRSUs set forth in the Grant Notice. Each PRSU
represents the right to receive one Share. However, unless and until the PRSUs
have vested, the Employee shall have no right to the payment of any Shares
subject thereto. Prior to the actual payment of any Shares, such PRSUs shall
represent an unsecured obligation of Omnicom, payable (if at all) only from the
general assets of Omnicom.

2. Dividend Equivalents, Rights as Shareholder and
Custody.

a) With respect to each PRSU that is outstanding on the record date (the
“Record Date“) of any dividend or other distribution paid with
respect to shares of Stock, the Employee shall be entitled to receive such
dividend or other distribution as follows:

(i) if the dividends or other distributions are paid in cash to the
stockholders of Omnicom, the Employee shall automatically receive a cash payment
equal to the cash payment that the Employee would have received if the PRSUs
with respect to which the Employee is receiving the dividend or other
distribution had already been settled in shares of Stock, less applicable tax
withholding; and

(ii) if any such dividends or distributions are paid to the stockholders
of Omnicom in shares of Stock, the Employee shall receive a number of PRSUs
equal to the number of shares of Stock the Employee would have received if the
PRSUs with respect to which the Employee is receiving the dividend had already
been settled in shares of Stock. Any such additional PRSUs shall be subject to
the same vesting requirements and restrictions on transferability as the PRSUs
with respect to which they were distributed and shall be considered PRSUs under
the terms of this Agreement.

(iii) Notwithstanding the foregoing, if the Employee is entitled to such
dividend or other distribution as a result of holding shares of Stock issued
with respect to the settlement of PRSUs on or after the Record Date but prior to
the payment of the applicable dividend or other distribution (the
“Settled PRSUs“), then the Employee shall not also be entitled
to receive dividends or other distributions under this paragraph 2(a) with
respect to the Settled PRSUs.

b) No Shares shall be issued to the Employee prior to the date on which
the PRSUs vest. Promptly following the vesting of PRSUs pursuant to this
Agreement, Shares evidencing such PRSUs shall be transferred into Employee153s
brokerage account or participant trust maintained with the administrator of the
Plan (the “Brokerage Account“) or, at Omnicom153s

sole discretion, stock certificate(s) shall be issued and delivered to the
Employee (or his/her permitted transferees) by Omnicom. Neither the Employee nor
any person claiming under or through the Employee shall have any of the rights
or privileges of a stockholder of Omnicom in respect of any Shares deliverable
hereunder unless and until Shares have been deposited in Employee153s Brokerage
Account or certificates representing such Shares (which may be in book entry
form) have been issued and recorded on the records of Omnicom or its transfer
agents or registrars, and delivered to the Employee. Except as otherwise
provided herein, after such issuance, recordation and delivery, the Employee
shall have all the rights of a stockholder of Omnicom with respect to voting
such Shares and the receipt of dividends and distributions on such Shares.

3. Vesting and Forfeiture; Tax Withholding; Committee
Discretion.

a) Vesting and Forfeiture Generally. The PRSUs shall be divided
into five equal and distinct vesting tranches (each a “Vesting
Tranche“), each consisting of 20% of the total number of PRSUs granted
hereunder, with all or a portion of each Vesting Tranche being eligible to vest
as follows, subject to paragraph 3(a)(v) and (vi):

(i) Vesting of the First and Second Vesting Tranches.

(1) First Vesting Tranche. A number of PRSUs equal to one half
of the PRSUs in the first Vesting Tranche (i.e., 10% of the total PRSUs),
rounded up to the nearest full PRSU, shall vest on the one-year anniversary of
the Grant Date, subject to the Employee not incurring a Termination of
Employment prior to such date;

(2) Second Vesting Tranche. A number of PRSUs equal to one half
of the PRSUs in the second Vesting Tranche (i.e., 10% of the total PRSUs),
rounded up to the nearest full PRSU, shall vest on the two-year anniversary of
the Grant Date, subject to the Employee not incurring a Termination of
Employment prior to such date; and

(3) Discretionary Vesting. Without limiting paragraph 3(a)(v),
on or at any time after the one-year or two-year anniversary of the Grant Date,
as applicable, the Committee may in its discretion determine that an additional
number of PRSUs in the first and/or second Vesting Tranche, as applicable, up to
a total of 100% of the PRSUs in the applicable Vesting Tranche, may vest if the
Committee determines that such additional vesting is equitable at such time(s).

(4) Unvested PRSUs. Any PRSUs in the first and second Vesting
Tranches that do not vest pursuant to paragraphs 3(a)(i)(1) : (3) or paragraph
3(a)(v) shall remain outstanding and shall be eligible to vest on the
Measurement Date or the third anniversary of the Grant Date, as applicable
pursuant to paragraph 3(a)(iii) below, subject to paragraph 3(a)(vi).

(ii) Calculation of Performance Ratio upon the Measurement Date.
When practicable after the end of calendar year 2013, the Committee shall
establish a performance ratio (the date on which the performance ratio is
determined by the Committee is referred to in this Agreement as the
“Measurement Date“), which shall determine the number of

remaining PRSUs that will vest (such ratio, as determined by the Committee,
the “Performance Ratio“), based on the Company153s relative
Average Return on Equity as compared to the Average Return on Equity of each
member of the Peer Group. The Committee shall determine the Performance Ratio as
follows:

(1) If the Company achieves an Average Return on Equity that ranks sixth
among the Performance Group, the Performance Ratio shall equal 0.5 (the
“Minimum Performance Ratio“);

(2) If the Company achieves an Average Return on Equity that ranks fifth
among the Performance Group, the Performance Ratio shall equal 0.6;

(3) If the Company achieves an Average Return on Equity that ranks
fourth among the Performance Group, the Performance Ratio shall equal 0.7;

(4) If the Company achieves an Average Return on Equity that ranks third
among the Performance Group, the Performance Ratio shall equal 0.9; and

(5) If the Company achieves an Average Return on Equity that ranks first
or second among the Performance Group, the Performance Ratio shall equal 1.0
(the “Maximum Performance Ratio“).

(iii) Vesting of the Third Vesting Tranche; Additional Vesting of the
First and Second Vesting Tranches. Effective on the later of the Measurement
Date or the third anniversary of the Grant Date all or a portion of the PRSUs in
the first, second and third Vesting Tranches shall vest as follows:

(1) First Vesting Tranche. A number of PRSUs equal to (A) the
Performance Ratio times the number of PRSUs in the first Vesting Tranche minus
(B) the number of PRSUs in the first Vesting Tranche that have previously vested
pursuant to paragraph 3(a)(i)(1) or (3) or paragraph 3(a)(v) shall become vested
as of the later of the Measurement Date or the three-year anniversary of the
Grant Date, subject to the Employee not incurring a Termination of Employment
prior to such date;

(2) Second Vesting Tranche. A number of PRSUs equal to (A) the
Performance Ratio times the number of PRSUs in the second Vesting Tranche minus
(B) the number of PRSUs in the second Vesting Tranche that have previously
vested pursuant to paragraph 3(a)(i)(2) or (3) or paragraph 3(a)(v) shall become
vested as of the later of the Measurement Date or the three-year anniversary of
the Grant Date, subject to the Employee not incurring a Termination of
Employment prior to such date; and

(3) Third Vesting Tranche. A number of PRSUs equal to the
Performance Ratio times the number of PRSUs in the third Vesting Tranche
(rounded up to the nearest full PRSU) shall become vested as of the later of the
Measurement Date or the three-year anniversary of the Grant Date, subject to the
Employee not incurring a Termination of Employment prior to such date.

(iv) Vesting of the Fourth and Fifth Vesting Tranches.

(1) Fourth Vesting Tranche. A number of PRSUs equal to the
Performance Ratio times the number of PRSUs in the fourth Vesting Tranche
(rounded up to the nearest full PRSU) shall become vested as of the four-year
anniversary of the Grant Date, subject to the Employee not incurring a
Termination of Employment prior to such date; and

(2) Fifth Vesting Tranche. A number of PRSUs equal to the
Performance Ratio times the number of PRSUs in the fifth Vesting Tranche
(rounded up to the nearest full PRSU) shall become vested as of the five-year
anniversary of the Grant Date, subject to the Employee not incurring a
Termination of Employment prior to such date.

(v) Discretionary Vesting. The Committee in its sole discretion
may accelerate or allow for the vesting of any PRSUs that do not otherwise vest
pursuant to this paragraph 3(a).

(vi) Forfeiture of PRSUs.

(1) Subject to paragraphs 3(b) : (d) below, in the event the Employee
incurs a Termination of Employment, the Employee153s right to vest in any PRSUs
that have not vested as of the date of such Termination of Employment and to
receive the Shares related thereto shall terminate effective as of the date of
such Termination of Employment and the Employee shall have no further rights to
such PRSUs or the related Shares; provided, however, that without limiting
paragraph 3(a)(v), in the event the Employee incurs a Termination of Employment
prior to the Measurement Date, the Committee may in its discretion determine
that an additional number of PRSUs may vest if such additional vesting is
equitable at such time(s).

(2) Effective as of the Measurement Date, if the Performance Ratio is
not the Maximum Performance Ratio, any PRSUs in the first, second and third
Vesting Tranches that do not vest pursuant to paragraphs 3(a)(iii), 3(b)(i) or
3(c)(i) and any PRSUs in the fourth and fifth Vesting Tranches that are no
longer eligible to vest pursuant to paragraph 3(a)(iv) shall terminate effective
as of the Measurement Date and the Employee shall have no further rights to such
PRSUs or the related Shares.

b) Termination of Employment due to Death. In the event of a
Termination of Employment prior to a Vesting Date by reason of the death of the
Employee, a portion of the then unvested PRSUs shall vest and become
nonforfeitable as set forth in this paragraph 3(b).

(i) Termination Prior to Measurement Date. In the event of a
Termination of Employment due to the death of the Employee prior to the
Measurement Date, the number of PRSUs that shall become vested and
non-forfeitable as of the Termination Date as a result of such Termination of
Employment (rounded up to the nearest full PRSU) shall equal (A) the total
number of PRSUs outstanding as of the Termination Date and not yet vested
(excluding the PRSUs that as of immediately prior to such Termination of
Employment remained eligible to vest solely pursuant to paragraphs 3(a)(iii)(1)
and 3(a)(iii)(2), which PRSUs

shall be eligible to vest pursuant to the next sentence below), multiplied by
(B) the Minimum Performance Ratio, provided, however, that the Committee may
determine in its discretion that a greater number of PRSUs shall vest as of the
Termination Date in such circumstance. For the avoidance of doubt, a number of
Shares equal to a minimum of 50% of the total Shares subject to the PRSUs shall
be transferred to the Employee153s Brokerage Account upon the Employee153s
termination of Employment due to death, subject to Section 2(b) and Section 25.
In addition, in the event of a Termination of Employment due to death prior to
the Measurement Date, the Committee shall determine the Performance Ratio as of
the Accelerated Determination Date and if the Performance Ratio, as determined
by the Committee on the Accelerated Determination Date is greater than the
Minimum Performance Ratio, then an additional number of PRSUs (rounded up to the
nearest full PRSU) shall vest as of the Accelerated Determination Date, which
number shall equal the difference between (A) the total aggregate number of
PRSUs granted pursuant to this Agreement multiplied by the Performance Ratio
(determined as of the Accelerated Determination Date), minus (B) the number of
PRSUs that previously vested pursuant to this Agreement.

(ii) Termination On or After Measurement Date. In the event of
a Termination of Employment due to the death of the Employee on or after the
Measurement Date, the number of PRSUs that shall become vested and
non-forfeitable as of the Termination Date as a result of such Termination of
Employment (rounded up to the nearest full PRSU) shall equal the total number of
PRSUs outstanding as of the Termination Date and not yet vested (excluding, for
the avoidance of doubt, any PRSUs that are forfeited as of the Measurement Date
pursuant to paragraph 3(a)(vi)(2)).

c) Termination of Employment due to Disability. In the event of a
Termination of Employment prior to a Vesting Date by reason of the Disability of
the Employee, a portion of the then unvested PRSUs shall vest and become
nonforfeitable as set forth in this paragraph 3(c).

(i) In the event of a Termination of Employment by reason of the
Disability of the Employee prior to the Measurement Date, the number of PRSUs
that shall become vested and non-forfeitable on the Termination Date with
respect to each remaining Vesting Tranche as a result of such Termination of
Employment (rounded up to the nearest full PRSU) shall equal (A) the total
number of PRSUs in such Vesting Tranche that are outstanding as of the
Termination Date and not yet vested (excluding the PRSUs that as of immediately
prior to such Termination of Employment remained eligible to vest solely
pursuant to paragraphs 3(a)(iii)(1) and 3(a)(iii)(2), which PRSUs shall be
eligible to vest pursuant to the next sentence below), multiplied by (B) the
Minimum Performance Ratio, and multiplied further by (C) a fraction, the
numerator of which shall be the number of full calendar months between the Grant
Date and the Termination Date and the denominator of which shall be the number
of full calendar months between the Grant Date and the ordinary Vesting Date of
such Vesting Tranche, provided, however, that the Committee may determine in its
discretion that a greater number of PRSUs shall vest as of the Termination Date
in such circumstance. For the avoidance of doubt, the number of Shares described
in the foregoing sentence shall be transferred to the Employee153s Brokerage
Account upon the Employee153s termination of Employment due to Disability, subject
to Section 2(b) and Section 25. In addition, in the event of a Termination of
Employment due to Disability prior to the Measurement Date, the Committee shall
determine the Performance Ratio

as of the Accelerated Determination Date and if the Performance Ratio, as
determined by the Committee on the Accelerated Determination Date is greater
than the Minimum Performance Ratio, then an additional number of PRSUs (rounded
up to the nearest full PRSU) shall vest with respect to each Vesting Tranche as
of the Accelerated Determination Date, which number for each Vesting Tranche
shall equal the difference between (x) minus (y), where:

(x) is a number equal to the total number of PRSUs in such Vesting Tranche
multiplied by the Performance Ratio (determined as of the Accelerated
Determination Date) and further multiplied by a fraction, the numerator of which
shall be the number of full calendar months between the Grant Date and the
Termination Date and the denominator of which shall be the number of full
calendar months between the Grant Date and the ordinary Vesting Date of such
Vesting Tranche; and

(y) is a number equal to the number of PRSUs in such Vesting Tranche that
previously vested pursuant to this Agreement.

(ii) In the event of a Termination of Employment by reason of the
Disability of the Employee on or after the Measurement Date, the number of PRSUs
that shall become vested and non-forfeitable with respect to each remaining
Vesting Tranche as of the Termination Date as a result of such Termination of
Employment (rounded up to the nearest full PRSU) shall equal (A) the total
number of PRSUs in such Vesting Tranche that are outstanding as of the
Termination Date and not yet vested (excluding, for the avoidance of doubt, any
PRSUs that are forfeited as of the Measurement Date pursuant to paragraph
3(a)(vi)(2)), multiplied by (B) a fraction, the numerator of which shall be the
number of full calendar months between the Grant Date and the Termination Date
and the denominator of which shall be the number of full calendar months between
the Grant Date and the ordinary Vesting Date of such Vesting Tranche.

(iii) For purposes of this paragraph 3(c), references to the “ordinary
Vesting Date” of a Vesting Tranche shall mean the applicable anniversary of the
Grant Date.

d) The Employee acknowledges that upon a Change in Control prior to a
Vesting Date, Article 11 of the Plan shall govern.

e) Notwithstanding any other provision of this Agreement (including
without limitation paragraph 2(b) above):

(i) The Employee is ultimately liable and responsible for all taxes owed
in connection with the PRSUs, regardless of any action Omnicom or any Omnicom
Affiliate takes with respect to any tax withholding obligations that arise in
connection with the PRSUs. Neither Omnicom nor any of its Affiliates makes any
representation or undertaking regarding the treatment of any tax associated with
the awarding or vesting of the PRSUs or the subsequent sale of Shares issuable
pursuant to the PRSUs. Omnicom and its Affiliates do not commit and are under no
obligation to structure the PRSUs to reduce or eliminate the Employee153s tax
liability.

(ii) Prior to any event in connection with the PRSU (e.g., vesting) that
Omnicom determines may result in any domestic or foreign tax withholding
obligation, whether national, federal, state or local, including any social tax
obligation (the “Tax Withholding Obligation“), the Employee
shall make arrangements satisfactory to Omnicom for the satisfaction of any Tax
Withholding Obligation that arise in connection with his/her PRSUs, including,
without limitation, by electing to have the administrator of the Plan withhold a
portion of the vested Shares on the Vesting Date in payment of the relevant
withholding taxes or maintaining sufficient cash in Employee153s Brokerage Account
for payment of the relevant withholding taxes. In the event Shares are withheld
for the satisfaction of any Tax Withholding Obligation, the number of Shares to
be withheld shall equal the quotient of (A) the amount of the Tax Withholding
Obligation, and (B) the Fair Market Value of the Shares on the Vesting Date.

(iii) Omnicom may refuse to issue any shares of Stock to the Employee
until such Employee satisfies the Tax Withholding Obligation. To the maximum
extent permitted by law, Omnicom has the right to retain without notice from
shares of Stock issuable under the PRSUs or from salary payable to the Employee,
shares of Stock or cash having a value sufficient to satisfy the Tax Withholding
Obligation.

4. Definitions. For purposes of this Agreement,
the terms set forth below shall have the following meanings:

a) “Accelerated Determination Date” means (i) in the
event of a Termination of Employment by reason of the death or Disability of the
Employee during calendar years 2011 or 2012, the earliest practicable date
following the end of calendar year 2011, and (ii) in the event of a Termination
of Employment by reason of the death or Disability of the Employee during
calendar year 2013, the earliest practicable date following the end of calendar
year 2012.

b) “Affiliate” of Omnicom or the Company, as the case
may be, shall mean any person, firm, corporation or other form of entity that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with Omnicom or the Company, as the
case may be as determined by Omnicom.

c) “Average Return on Equity” means the average of the
annual Return on Equity calculated with respect to the Company or a member of
the Peer Group, as applicable, for each of calendar years 2011, 2012 and 2013,
provided that in the event of a determination of the Performance Ratio on an
Accelerated Determination Date, the Average Return on Equity shall be calculated
only with respect to calendar years ending prior to such Accelerated
Determination Date.

d) “Client” means any person, firm, corporation or
other form of entity to whom any member of the Group (i) rendered services at
any time during the Employment Period or (ii) had made a Pitch at any time
during the Employment Period, or the six months immediately following, the
Termination Date.

e) “Company” means the Omnicom Affiliate by whom the
Employee is employed as of the date of this Agreement and each other Omnicom
Affiliate by whom the Employee is employed at any time during the Employment
Period, notwithstanding anything in the Plan to the contrary.

f) “Employee” means the Employee set forth in the Grant
Notice.

g) “Employment Period” means the period that the
Employee is employed by any member of the Group.

h) “Grant Date” means the Grant Date set forth in the
Grant Notice.

i) “Group” means (i) if the Company operates within an
Omnicom network, all of the companies, group of companies and divisions
operating under a global or national brand of such Omnicom network, and (ii) if
the Company operates as part of a division or separate company independent of an
Omnicom network, all companies and divisions operating under such independent
brand.

j) “Omnicom” means Omnicom Group Inc., a New York
corporation.

k) “Peer Group” means the following group of companies:
WPP Group plc, The Interpublic Group of Companies, Inc., Publicis Groupe SA,
Aegis Group plc and Havas SA, provided, however, that, without limiting the
provisions of Article 11 of the Plan, in the event of a Change in Control or any
transaction described in Section 11.1 of the Plan or any similar or other
extraordinary transaction that may occur with respect to the Company or a member
of the Peer Group or a member of the Peer Group ceasing to be a publicly traded
company, the Committee may make such changes and adjustments to the Peer Group
from time to time that it deems equitable or appropriate in its discretion as a
result of or to account for such Change in Control or transaction described in
Section 11.1 of the Plan or such similar or other extraordinary transaction that
may occur with respect to the Company or a member of the Peer Group or a member
of the Peer Group ceasing to be a publicly traded company, which change(s) or
adjustment(s) may include replacing or substituting members of the Peer Group.

l) “Performance Group” means the group of companies
consisting of the Company and the members of the Peer Group.

m) “Pitch” means a new business presentation or similar
offering of services; provided, however, a general mailing or an incidental
contact shall not be deemed a Pitch.

n) “Restricted Client” means any person, firm,
corporation or other form of entity to whom any member of the Group (i) rendered
services at any time during the one-year period prior to the Termination Date,
or (ii) had made a Pitch at any time during the one-year period immediately
preceding, or the six months immediately following, the Termination Date.

o) “Return on Equity” means with respect to the Company
or a member of the Peer Group, as applicable, an amount expressed as a
percentage and calculated as the Company153s or the applicable Peer Group member153s
total net income over a given fiscal year

divided by the Company153s or the applicable Peer Group member153s average
shareholder153s equity over such fiscal year, in each case calculated in such
manner as the Committee may determine.

p) “Share” means a share of Stock.

q) “Termination Date” means the date on which the
Termination of Employment occurs.

r) “Termination of Employment” means the time when the
Employee is no longer employed by any Omnicom Affiliate for any reason
whatsoever, as determined by Omnicom or an Omnicom Affiliate.

5. Nontransferability. No right or interest of
the Employee in the PRSUs not yet vested may be pledged, encumbered, or
hypothecated to or in favor of any party other than Omnicom or an Omnicom
Affiliate, or shall be subject to any lien, obligation, or liability of the
Employee to any other party other than Omnicom or an Omnicom Affiliate. No PRSU
not yet vested shall be assigned, transferred, or otherwise disposed of by the
Employee other than by will or the laws of descent and distribution or pursuant
to beneficiary designation procedures approved from time to time by the
Committee. Notwithstanding the foregoing, to the extent and under such terms and
conditions as determined by the Committee, the Employee may assign or transfer
the PRSUs not yet vested (each transferee thereof, a “Permitted
Assignee“) (i) to the Employee153s spouse, children or grandchildren
(including any adopted and step children or grandchildren), parents,
grandparents or siblings, (ii) to a trust for the benefit of the Employee and/or
one or more of the persons referred to in clause (i), (iii) to a partnership,
limited liability company or corporation in which the Employee or the persons
referred to in clause (i) are the only partners, members or shareholders or (iv)
for charitable donations; provided, however, that such Permitted Assignee shall
be bound by and subject to all of the terms and conditions of the Plan and this
Agreement relating to the transferred PRSUs and shall execute an agreement
satisfactory to Omnicom evidencing such obligations; and provided further that
the Employee shall remain bound by the terms and conditions of the Plan.

6. Non-Solicitation/Non-Servicing and Protection of
Confidential Information Agreement.

a) In consideration for and in order to be eligible to receive the
voluntary grant of the PRSUs provided in this Agreement, except on behalf of a
member of the Group, the Employee will not, as an individual, employee,
consultant, independent contractor, partner, shareholder, member or in
association with any other person, firm, corporation or other form of entity,
directly or indirectly, and regardless of the Employee continuing to be employed
by a member of the Group or the reason for the Employee ceasing to be so
employed by any member of the Group:

(i) during the Employment Period, directly or indirectly, solicit
business on behalf of, render any services to, engage in, or have any ownership
interests or other affiliation in, any business or other endeavor, which is
engaged in the business of the same nature as or competitive with any member of
the Group; provided, however, that nothing contained in this clause (i) shall be
deemed to prevent the undersigned from owning

less than 188 of 1% of the shares of any publicly held corporation engaged in
any such business;

(ii) if either (A) any PRSUs have vested under this Agreement, or (B) a
voluntary Termination of Employment occurs, then for a one-year period following
the Termination Date, solicit, render services to or for, or accept from, any
Restricted Client, any business of the type performed by any member of the Group
for such Restricted Client or persuade or attempt in any manner to persuade any
Restricted Client to cease to do business or to reduce the amount of business
which any such Restricted Client has customarily done or is reasonably expected
to do with members of the Group; provided, however, that solely with
respect to this paragraph 6(a)(ii), the definition of Restricted Client shall be
limited to the particular product, brand or service of such Restricted Client in
respect of which at any time during the one-year period prior to the Termination
Date, the Employee (A) had a servicing relationship, supervisory responsibility
or other involvement, or (B) participated in, supervised or had any
responsibility or other involvement in a Pitch; and

(iii) if either (A) any PRSUs have vested under this Agreement, or (B) a
voluntary Termination of Employment occurs, then for a one-year period following
the Termination Date, employ as an employee or retain as a consultant any
person, firm, corporation or other form of entity who is then or at any time
during the one-year period prior to the Termination Date was, an employee of or
exclusive consultant to a member of the Group, or persuade or attempt to
persuade any employee of or exclusive consultant to a member of the Group to
leave the employ of such member of the Group or to become employed as an
employee or retained as a consultant by any other person, firm, corporation or
other form of entity; provided, however, a solicitation pursuant to general
recruitment advertising that is not directed at the employees or exclusive
consultants of any member of the Group shall not be deemed to be a breach of
this provision.

b) As a professional in a highly service-oriented and creative business,
the Employee understands and agrees that his/her position with the Company
requires and will continue to require services which are of a special character
and which places him/her in a position of confidence and trust with the Clients
and employees of members of the Group. The Employee further acknowledges that
his/her services to the Clients necessarily require that the Employee have
access to Confidential Information (as defined below) of members of the Group
and their respective Clients and that, in the course of his/her employment with
or rendering of services to the Company, the Employee will develop personal
relationships with the Clients and knowledge of those Clients153 affairs and
requirements. Accordingly, the Employee acknowledges that the type and periods
of restrictions imposed in this Agreement are fair and reasonable and are
reasonably required in order to protect and maintain the proprietary interests
of the members of the Group, other legitimate business interests of members of
the Group, and the goodwill associated with the members of the Group. The
Employee further understands and agrees that the Restricted Clients may be
serviced from any location and accordingly it is reasonable that the covenants
set forth herein are not limited by narrow geographic area but generally by the
location of such Restricted Clients. In the event that any covenant contained in
this Agreement shall be determined by any court or other tribunal of competent
jurisdiction to be unenforceable by reason of its extending for too great a
period of time or over too great a geographical area or

by reason of its being too extensive in any other respect, (i) such covenant
shall be interpreted to extend only over the maximum period of time for which it
may be enforceable and/or over the maximum geographical area as to which it may
be enforceable and/or to the maximum extent in all other respects as to which it
may be enforceable, all as determined by such court or other tribunal making
such determination, and (ii) in its reduced form, such covenant shall then be
enforceable, but such reduced form of covenant shall only apply with respect to
the operation of such covenant in the particular jurisdiction in or for which
such adjudication is made.

c) The Employee hereby acknowledges and agrees that for so long as the
Employee has been employed by the Company (which term, as used in this paragraph
6(c) and paragraph 6(d) shall be deemed to include any Affiliate of the
Company), the Employee has acquired and shall continue to acquire and have
access to confidential or proprietary information about the Company and/or its
Clients, including but not limited to, trade secrets, methods, models,
passwords, access to computer files, financial information and records, computer
software programs, agreements and/or contracts between the Company and its
Clients, Client contacts, creative policies and ideas, advertising campaigns,
public relations campaigns, creative and media materials, graphic design,
budgets, practices, concepts, strategies, methods of operation, financial or
business projections of the Company, and information about or received from its
Clients (collectively, “Confidential Information“).
Accordingly, in consideration for and in order to be eligible to receive the
voluntary grant of the PRSUs provided in this Agreement, for so long as the
Employee is employed by a member of the Group and thereafter, the Employee will
retain in strictest confidence all Confidential Information and shall not
disclose any such Confidential Information to anyone outside the members of the
Group and Omnicom, except in the course of the Employee153s duties for the Company
or with Omnicom153s express written consent. The Employee hereby acknowledges that
he/she is aware that such Confidential Information is not readily available to
the public, and agrees that he/she will not at any time utilize such
Confidential Information for his/her own benefit or for the benefit of third
parties.

d) The Employee hereby acknowledges and agrees that all materials
created or modified by the Employee for so long as the Employee is employed by
the Company, including, without limitation, all works of authorship, inventions,
processes, ideas, methods, concepts and other tangible and intangible materials
(collectively, “Work Product“), shall be “work for hire” and
that the Company and/or Omnicom shall be the exclusive owner of the Work Product
and all intellectual property rights associated with the Work Product, including
all trademarks, patents or copyrights contained therein. To the extent any Work
Product does not qualify as “work for hire”, the Employee hereby assigns
ownership of all such Work Product to the Company and/or Omnicom and agrees to
take all reasonable measures, at the Company153s expense, to perfect such rights
in the Company and/or Omnicom. The Employee hereby appoints the Company and/or
Omnicom as his/her attorney-in-fact with the limited power to execute
assignments of such Work Product. If the Employee is an employee in the State of
California, the parties hereto agree and acknowledge that the terms of this
paragraph shall be subject to the terms of Section 2870 of the California Labor
Code, a copy of which is annexed to this Agreement. The Employee hereby agrees
to advise the Company and/or Omnicom promptly in writing of any inventions that
he/she believes meet the criteria set forth in Section 2870.

e) Each of the covenants and agreements contained in this Section 6
(collectively, the “Protective Covenants“) is separate,
distinct and severable. All rights, remedies and benefits expressly provided for
in this Section 6 are cumulative and are not exclusive of any rights, remedies
or benefits provided for by law, in this Section 6 or otherwise, and the
exercise of any remedy by a party hereto shall not be deemed an election to the
exclusion of any other remedy (any such claim by the other party being hereby
waived). The provisions of this Section 6 are not in lieu of, but are in
addition to the continuing obligations of the Employee (which the Employee
hereby acknowledges) to not use or disclose Confidential Information known to
the Employee until any particular piece of Confidential Information becomes
generally known to the public (through no action of the Employee), whereupon the
restriction on use and disclosure shall cease as to that particular item. The
existence of any claim, demand, action or cause of action that the Employee may
have against Omnicom or any of its Affiliates, whether predicated pursuant to
this Section 6 or otherwise, shall not constitute a defense to the enforcement
of the provisions of this Section 6 or any other provision or provisions of this
Agreement. The covenants contained in this Section 6 for the benefit of Omnicom
and the members of the Group, shall survive any termination of this Agreement
and may be waived in whole or in part by Omnicom without the consent of any
other person, firm, corporation or other form of entity. The temporal duration
of the Protective Covenants shall not expire, and shall be tolled, during any
period in which the Employee is in violation of any of such Protective
Covenants, and all such Protective Covenants shall automatically be extended by
the period of such violation. The Employee further acknowledges that he/she is a
highly regarded employee who considered the terms and conditions upon which
he/she is electing to be granted the PRSUs and that he/she has been advised and
has had the opportunity to obtain counsel of his/her choice in connection with
reviewing and executing this Agreement.

f) By acceptance of the grant of PRSUs, the Employee agrees that if the
Employee were, without authority, to use or disclose Confidential Information,
or otherwise breach any of the Protective Covenants, or threaten to do so, in
addition to all other available remedies (including without limitation seeking
such damages as it can show it has sustained by reason of such breach), (i)
Omnicom and/or any member of the Group shall be entitled to specific performance
and injunctive and other appropriate relief (without being required to post bond
or other security and without having to prove the inadequacy of the available
remedies at law) to prevent the Employee from doing so, and/or (ii) Omnicom (by
action of the Chairman, Chief Executive Officer, President, Chief Financial
Officer or General Counsel of Omnicom) may cause any or all of the following
actions to occur: (x) the PRSUs granted hereunder shall become void, shall be
forfeited and shall terminate effective the date on which the Employee entered
into such activity, (y) any vested shares of Stock acquired by the Employee
pursuant to the grant hereunder shall be forfeited and returned to Omnicom, and
(z) any gain realized by the Employee from the sale or transfer of shares of
Stock acquired through the grant hereunder, shall be returned by the Employee to
Omnicom. The Employee acknowledges that the harm caused to Omnicom and/or
members of the Group by the breach or anticipated breach of this Agreement is by
its nature irreparable because, among other things, it is not readily
susceptible of proof as to the monetary harm that would ensue. The Employee
consents that any interim or final equitable relief entered by a court of
competent jurisdiction shall, at the request of Omnicom and/or a member of the
Group be entered on consent and enforced by any court having jurisdiction over
the Employee, without prejudice to any rights either party may have to appeal
from the proceedings that resulted in any grant of such relief.

g) During the Employment Period and the one-year period after the
Termination Date, prior to accepting employment with any subsequent employer,
the Employee shall notify any prospective employer in writing of his/her
obligations under this Agreement. In addition, immediately after accepting
employment with a subsequent employer, the Employee shall provide Omnicom with a
copy of the notice that was sent by him/her to such subsequent employer.

h) The Employee acknowledges and agrees that if Employee has received an
equity award (including any restricted stock, restricted stock unit or stock
option award) from Omnicom during or after 2005 pursuant to the Plan or any
other current or former equity plan of Omnicom, the Employee has previously
agreed to restrictions similar to those set forth in this Section 6 (the
“Prior Restrictions“) and such Prior Restrictions shall remain in full
force and effect and shall be in addition to the Employee153s obligations under
this Section 6.

7. Investment Representation and Compliance With Applicable
Law. The Employee hereby represents and covenants that (a) the
PRSUs and the related Stock will be acquired for investment and not with a view
to the distribution thereof within the meaning of the Securities Act, unless
such acquisition has been registered under the Securities Act and any applicable
state securities law; and (b) any subsequent sale of any such PRSUs or the
related Stock unless their acquisition had been so registered, shall be made
either pursuant to an effective registration statement under the Securities Act
and any applicable state securities laws, or pursuant to an exemption from
registration under the Securities Act and such state securities laws.

8. No Understandings as to Employment.
Nothing in the grant of the PRSUs or in this Agreement shall constitute
or be evidence of any understanding, express or implied, on the part of the
Company, Omnicom or any Omnicom Affiliate to employ the Employee for any period
or shall interfere with or restrict in any way the rights of the Company,
Omnicom and the Omnicom Affiliates to discharge the Employee at any time for any
reason whatsoever, with or without cause.

9. Plan Incorporated. The Employee accepts the
PRSUs herein subject to all of the provisions of the Plan, which are
incorporated into this Agreement by reference, including the provisions that
authorize the Committee to administer and interpret the Plan and which provide
that the Committee153s decisions, determinations and interpretations with respect
to the Plan are final and conclusive on all persons affected hereby. Except with
respect to definitions used in this Agreement, in the event of a conflict
between the provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan shall govern. Terms not otherwise defined in this
Agreement shall have the meanings ascribed in the Plan.

10. Amendment. The award of PRSUs and this
Agreement may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Board or the Committee,
provided that, except as provided by Article 11 of the Plan, neither the
amendment, modification, suspension nor termination of this Agreement shall,
without the consent of the Employee, adversely alter or impair any rights or
obligations of the Employee under this Agreement with respect to the award of
PRSUs in any material way.

11. Assignment. The parties
hereto agree that Omnicom shall have the right to assign this Agreement, and
accordingly, this Agreement shall inure to the benefit of, and may be enforced
by, any and all successors and assigns of Omnicom, including, without
limitation, by asset assignment, stock sale, merger, consolidation or other
corporate reorganization. Subject to Section 5, the Employee agrees that his/her
obligations under this Agreement are personal to him/her, and the Employee shall
not have the right to assign or otherwise transfer his/her obligations
hereunder. Any purported assignment or transfer by the Employee shall be void
and ineffective.

12. Governing Law. The interpretation and
construction of this Agreement, and all matters relating hereto (including,
without limitation, the validity or enforcement of this Agreement), shall be
governed by the laws of New York without regard to any conflicts or choice of
laws provisions of the State of New York that would result in the application of
the law of any other jurisdiction.

13. Notice. Any notice to be
given to Omnicom under the terms of this Agreement shall be addressed to the
Office of the General Counsel of Omnicom at 437 Madison Avenue, New York, New
York 10022, and any notice to be given to the Employee shall be addressed to the
Employee at the address set forth beneath his or her signature hereto, or at
such other address for a party as such party may hereafter designate in writing
to the other. Any such notice shall be deemed to have been duly given if mailed,
postage prepaid, addressed as aforesaid.

14. Headings. All section
titles and captions in this Agreement are for convenience only, shall not be
deemed part of this Agreement, and in no way shall define, limit, extend or
describe the scope or intent of any provisions of this Agreement.

15. Further Assurances. The
parties shall execute all documents, provide all information, and take or
refrain from taking all actions as may be reasonably necessary or appropriate to
achieve the purposes of this Agreement. The Employee acknowledges that any sale
of Stock issued from the PRSUs following the date of vesting shall be further
evidence of Employee153s acceptance of the terms of this Agreement, including
Section 6 of this Agreement.

16. Entire Agreement. This
Agreement, including the Grant Notice and this Performance Restricted Stock Unit
Agreement attached as Exhibit A to the Grant Notice, subject to the terms and
conditions of the Plan, constitute the entire agreement among the parties hereto
pertaining to the subject matter hereof and supersede all prior agreements and
understandings pertaining thereto. Notwithstanding the foregoing, any other
confidentiality agreement, non-solicitation/non-servicing agreement or any other
type of restrictive covenant agreement that the Employee has entered into prior
to the date hereof or may enter into after the date hereof with Omnicom or one
of its Affiliates shall remain in full force and effect. No oral understandings,
oral statements, oral promises or oral inducements between the parties hereto
relating to this Agreement exist. No representations, warranties, covenants or
conditions, express or implied, whether by statute or otherwise, other than as
set forth in this Agreement, have been made by the parties hereto.

17. Remedies. No failure by any
party to insist upon the strict performance of any covenant, duty, agreement or
condition of this Agreement or to exercise any right or remedy consequent upon a
breach thereof shall constitute waiver of any such breach or any other covenant,
duty, agreement or condition.

18. Acceptance; Counterparts. The Employee
acknowledges and agrees that the Employee153s acceptance of the terms of this
Agreement through electronic means shall have the same force and effect as an
acceptance made in writing. This Agreement may be executed in two or more
counterparts, or by facsimile transmission, each of which shall be deemed to be
an original and all of which taken together shall constitute one and the same
instrument.

19. Waiver. By signing and
returning this Agreement, the Employee agrees that the Employee153s rights in
respect of the PRSUs (including upon Termination of Employment) shall be defined
solely by the Plan and the provisions of this Agreement. Accordingly, the
Employee waives all other claims he/she may have against Omnicom or any of its
Affiliates, and their respective officers, directors, agents and employees for
any losses or damages arising out of the forfeiture of any PRSUs as a result of
such Termination of Employment, or otherwise in relation to the Plan with
respect to such PRSUs.

20. Third Party Beneficiaries.
Nothing in this Agreement is intended to confer upon any other person
except the Employee, Omnicom and the Affiliates of Omnicom any rights or
remedies hereunder or shall create any third party beneficiary rights in any
person (other than Affiliates of Omnicom).

21. No Strict Construction.
The language used in this Agreement will be deemed to be the language
chosen by the parties hereto to express their mutual intent, and no rule of law
or contract interpretation that provides that in the case of ambiguity or
uncertainty a provision should be construed against the draftsman will be
applied against any party hereto. The provisions of this Agreement shall be
construed according to their fair meaning and neither for nor against any party
hereto irrespective of which party caused such provisions to be drafted.

22. Committee Authority. The Committee shall
have the power to interpret the Plan and this Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee in good
faith shall be final and binding upon the Employee, Omnicom and all other
interested persons. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or this Agreement.

23. Agreement Severable. In the
event that any provision in this Agreement is held invalid or unenforceable,
such provision shall be severable from, and such invalidity or unenforceability
shall not be construed to have any effect on, the remaining provisions of this
Agreement.

24. Employee Data Privacy.

a) The Employee hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of the Employee153s
personal data as described in this document by Omnicom and/or the Company for
the exclusive purpose of implementing, administering and managing the Employee153s
participation in the Plan.

b) The Employee understands that Omnicom and/or the Company hold certain
personal information, including, but not limited to, name, home address and
telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any Shares or directorships held in the
Company or any of its Affiliates, details of all entitlement to PRSUs and Shares
awarded, canceled, exercised, vested, unvested or outstanding in the Employee153s
favor (“Data“), for the purpose of implementing, administering
and managing the Plan.

c) The Employee understands that Data may be transferred to any third
parties assisting in the implementation, administration and management of the
Plan, that these recipients may be located in the Employee153s country or
elsewhere, and that the recipient153s country may have different data privacy laws
and protections than the Employee153s country. The Employee understands that the
Employee may request a list with the names and addresses of any potential
recipients of the Data by contacting the Employee153s local human resources
representative.

d) The Employee authorizes the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Employee153s participation in the
Plan, including any requisite transfer of such Data as may be required to a
broker or other third party. The Employee understands that Data shall be held
only as long as is necessary to implement, administer and manage the Employee153s
participation in the Plan. The Employee understands that the Employee may, at
any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing
the Employee153s local human resources representative. The Employee understands,
however, that refusing or withdrawing consent may affect the Employee153s ability
to participate in the Plan. For more information on the consequences of the
refusal to consent or withdrawal of consent, the Employee understands that the
Employee may contact the Employee153s local human resources representative.

25. Section 409A. The PRSUs are not intended to
constitute a deferral of compensation for purposes of Section 409A of the Code.
Without limiting the foregoing or Section 15.14 of the Plan, in no event will
the Shares underlying PRSUs that vest in accordance with this Agreement be
transferred to the Employee153s Brokerage Account later than March 15 of the
calendar year following the calendar year in which such PRSUs vest.

* * * * * *

Annex I
to Performance Restricted Stock Unit Agreement

California Labor Code Section 2870

Employment agreements; assignment of rights

(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his rights in an invention to
his employer shall not apply to an invention that the employee developed
entirely on his own time without using the employer153s equipment, supplies,
facilities, or trade secret information except for those inventions that either:

(i) relate at the time of conception or reduction to practice of the
invention to the employer153s business, or actual or demonstrably anticipated
research or development of the employer; or

(ii) result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable.

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.