{"id":40001,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/incentive-award-plan-omnicom-group.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"incentive-award-plan-omnicom-group","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/incentive-award-plan-omnicom-group.html","title":{"rendered":"Incentive Award Plan – Omnicom Group"},"content":{"rendered":"

OMNICOM GROUP INC.<\/strong>
\nAMENDED AND RESTATED 2007 INCENTIVE AWARD PLAN<\/strong>
\nPERFORMANCE RESTRICTED STOCK UNIT AGREEMENT<\/strong><\/p>\n

GRANT NOTICE<\/strong><\/p>\n

Unless otherwise defined herein, the terms defined in the Omnicom Group
\nInc. Amended and Restated 2007 Incentive Award Plan (as amended, restated or
\notherwise modified from time to time, the “Plan<\/strong>“) shall have
\nthe same defined meanings in this Grant Notice (the “Grant
\nNotice<\/strong>“) and the Performance Restricted Stock Unit Agreement attached
\nas Exhibit A to this Grant Notice (collectively, the
\n“Agreement<\/strong>“).<\/p>\n

As payment of the equity portion of your 2010 bonus under the Omnicom
\nGroup Inc. Senior Management Incentive Plan, you have been granted Performance
\nRestricted Stock Units (“PRSUs<\/em><\/strong>“), subject to the terms
\nand conditions of the Plan and this Agreement.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
Employee: <\/strong><\/td>\n<\/td>\n<\/tr>\n
Grant Date: <\/strong><\/td>\n<\/td>\n<\/tr>\n
Number of PRSUs:<\/strong><\/td>\n<\/td>\n<\/tr>\n
Vesting Schedule:<\/strong><\/td>\n\n

The PRSUs shall vest in such amounts and at such times as are set forth in
\nExhibit A (any date on which PRSUs are eligible to vest being referred to herein
\nas a “Vesting Date<\/strong>“).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

<\/p>\n

Your signature below, which may be accomplished through electronic means
\napproved by Omnicom, indicates your agreement and understanding that the PRSUs
\nare subject to all of the terms and conditions contained in this Agreement,
\nincluding the Grant Notice, the Performance Restricted Stock Unit Agreement
\nattached as Exhibit A to this Grant Notice, the Plan and the restrictive
\ncovenants set forth in Section 6 of Exhibit A. ACCORDINGLY, PLEASE BE
\nSURE TO READ ALL OF EXHIBIT A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS
\nOF THE PRSU<\/strong>S<\/strong>.<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\nOMNICOM GROUP INC<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Michael J. O153Brien<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n
\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Michael J. O153Brien<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Senior Vice President,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n\n

General Counsel and Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

EMPLOYEE ______________________________<\/strong><\/p>\n

\n

EXHIBIT A<\/strong><\/p>\n

OMNICOM GROUP INC.<\/strong>
\nAMENDED AND RESTATED 2007 INCENTIVE AWARD PLAN<\/strong>
\nPERFORMANCE RESTRICTED STOCK UNIT AGREEMENT<\/strong><\/p>\n

1. Award of PRSUs<\/u><\/strong>. Omnicom has granted the
\nEmployee that number of PRSUs set forth in the Grant Notice. Each PRSU
\nrepresents the right to receive one Share. However, unless and until the PRSUs
\nhave vested, the Employee shall have no right to the payment of any Shares
\nsubject thereto. Prior to the actual payment of any Shares, such PRSUs shall
\nrepresent an unsecured obligation of Omnicom, payable (if at all) only from the
\ngeneral assets of Omnicom.<\/p>\n

2. Dividend Equivalents, Rights as Shareholder and
\nCustody<\/u><\/strong>.<\/p>\n

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

\n

(i) if the dividends or other distributions are paid in cash to the
\nstockholders of Omnicom, the Employee shall automatically receive a cash payment
\nequal to the cash payment that the Employee would have received if the PRSUs
\nwith respect to which the Employee is receiving the dividend or other
\ndistribution had already been settled in shares of Stock, less applicable tax
\nwithholding; and<\/p>\n

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

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

b) No Shares shall be issued to the Employee prior to the date on which
\nthe PRSUs vest. Promptly following the vesting of PRSUs pursuant to this
\nAgreement, Shares evidencing such PRSUs shall be transferred into Employee153s
\nbrokerage account or participant trust maintained with the administrator of the
\nPlan (the “Brokerage Account<\/strong>“) or, at Omnicom153s<\/p>\n

\n

<\/p>\n

sole discretion, stock certificate(s) shall be issued and delivered to the
\nEmployee (or his\/her permitted transferees) by Omnicom. Neither the Employee nor
\nany person claiming under or through the Employee shall have any of the rights
\nor privileges of a stockholder of Omnicom in respect of any Shares deliverable
\nhereunder unless and until Shares have been deposited in Employee153s Brokerage
\nAccount or certificates representing such Shares (which may be in book entry
\nform) have been issued and recorded on the records of Omnicom or its transfer
\nagents or registrars, and delivered to the Employee. Except as otherwise
\nprovided herein, after such issuance, recordation and delivery, the Employee
\nshall have all the rights of a stockholder of Omnicom with respect to voting
\nsuch Shares and the receipt of dividends and distributions on such Shares.<\/p>\n

3. Vesting and Forfeiture; Tax Withholding; Committee
\nDiscretion.<\/strong><\/p>\n

a) Vesting and Forfeiture Generally<\/u>. The PRSUs shall be divided
\ninto five equal and distinct vesting tranches (each a “Vesting
\nTranche<\/strong>“), each consisting of 20% of the total number of PRSUs granted
\nhereunder, with all or a portion of each Vesting Tranche being eligible to vest
\nas follows, subject to paragraph 3(a)(v) and (vi):<\/p>\n

\n

(i) Vesting of the First and Second Vesting Tranches<\/u>.<\/p>\n

\n

(1) First Vesting Tranche<\/em>. A number of PRSUs equal to one half
\nof the PRSUs in the first Vesting Tranche (i.e., 10% of the total PRSUs),
\nrounded up to the nearest full PRSU, shall vest on the one-year anniversary of
\nthe Grant Date, subject to the Employee not incurring a Termination of
\nEmployment prior to such date;<\/p>\n

(2) Second Vesting Tranche<\/em>. A number of PRSUs equal to one half
\nof the PRSUs in the second Vesting Tranche (i.e., 10% of the total PRSUs),
\nrounded up to the nearest full PRSU, shall vest on the two-year anniversary of
\nthe Grant Date, subject to the Employee not incurring a Termination of
\nEmployment prior to such date; and<\/p>\n

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

(4) Unvested PRSUs<\/em>. Any PRSUs in the first and second Vesting
\nTranches that do not vest pursuant to paragraphs 3(a)(i)(1) : (3) or paragraph
\n3(a)(v) shall remain outstanding and shall be eligible to vest on the
\nMeasurement Date or the third anniversary of the Grant Date, as applicable
\npursuant to paragraph 3(a)(iii) below, subject to paragraph 3(a)(vi).<\/p>\n<\/blockquote>\n

(ii) Calculation of Performance Ratio upon the Measurement Date<\/u>.
\nWhen practicable after the end of calendar year 2013, the Committee shall
\nestablish a performance ratio (the date on which the performance ratio is
\ndetermined by the Committee is referred to in this Agreement as the
\n“Measurement Date<\/strong>“), which shall determine the number of<\/p>\n<\/blockquote>\n

2<\/p>\n

\n

<\/p>\n

\n

remaining PRSUs that will vest (such ratio, as determined by the Committee,
\nthe “Performance Ratio<\/strong>“), based on the Company153s relative
\nAverage Return on Equity as compared to the Average Return on Equity of each
\nmember of the Peer Group. The Committee shall determine the Performance Ratio as
\nfollows:<\/p>\n

\n

(1) If the Company achieves an Average Return on Equity that ranks sixth
\namong the Performance Group, the Performance Ratio shall equal 0.5 (the
\n“Minimum Performance Ratio<\/strong>“);<\/p>\n

(2) If the Company achieves an Average Return on Equity that ranks fifth
\namong the Performance Group, the Performance Ratio shall equal 0.6;<\/p>\n

(3) If the Company achieves an Average Return on Equity that ranks
\nfourth among the Performance Group, the Performance Ratio shall equal 0.7;<\/p>\n

(4) If the Company achieves an Average Return on Equity that ranks third
\namong the Performance Group, the Performance Ratio shall equal 0.9; and<\/p>\n

(5) If the Company achieves an Average Return on Equity that ranks first
\nor second among the Performance Group, the Performance Ratio shall equal 1.0
\n(the “Maximum Performance Ratio<\/strong>“).<\/p>\n<\/blockquote>\n

(iii) Vesting of the Third Vesting Tranche; Additional Vesting of the
\nFirst and Second Vesting Tranches<\/u>. Effective on the later of the Measurement
\nDate or the third anniversary of the Grant Date all or a portion of the PRSUs in
\nthe first, second and third Vesting Tranches shall vest as follows:<\/p>\n

\n

(1) First Vesting Tranche<\/em>. A number of PRSUs equal to (A) the
\nPerformance Ratio times the number of PRSUs in the first Vesting Tranche minus
\n(B) the number of PRSUs in the first Vesting Tranche that have previously vested
\npursuant to paragraph 3(a)(i)(1) or (3) or paragraph 3(a)(v) shall become vested
\nas of the later of the Measurement Date or the three-year anniversary of the
\nGrant Date, subject to the Employee not incurring a Termination of Employment
\nprior to such date;<\/p>\n

(2) Second Vesting Tranche<\/em>. A number of PRSUs equal to (A) the
\nPerformance Ratio times the number of PRSUs in the second Vesting Tranche minus
\n(B) the number of PRSUs in the second Vesting Tranche that have previously
\nvested pursuant to paragraph 3(a)(i)(2) or (3) or paragraph 3(a)(v) shall become
\nvested as of the later of the Measurement Date or the three-year anniversary of
\nthe Grant Date, subject to the Employee not incurring a Termination of
\nEmployment prior to such date; and<\/p>\n

(3) Third Vesting Tranche<\/em>. A number of PRSUs equal to the
\nPerformance Ratio times the number of PRSUs in the third Vesting Tranche
\n(rounded up to the nearest full PRSU) shall become vested as of the later of the
\nMeasurement Date or the three-year anniversary of the Grant Date, subject to the
\nEmployee not incurring a Termination of Employment prior to such date.<\/p>\n<\/blockquote>\n<\/blockquote>\n

3<\/p>\n

\n

<\/p>\n

\n

(iv) Vesting of the Fourth and Fifth Vesting Tranches<\/u>.<\/p>\n

\n

(1) Fourth Vesting Tranche<\/em>. A number of PRSUs equal to the
\nPerformance Ratio times the number of PRSUs in the fourth Vesting Tranche
\n(rounded up to the nearest full PRSU) shall become vested as of the four-year
\nanniversary of the Grant Date, subject to the Employee not incurring a
\nTermination of Employment prior to such date; and<\/p>\n

(2) Fifth Vesting Tranche<\/em>. A number of PRSUs equal to the
\nPerformance Ratio times the number of PRSUs in the fifth Vesting Tranche
\n(rounded up to the nearest full PRSU) shall become vested as of the five-year
\nanniversary of the Grant Date, subject to the Employee not incurring a
\nTermination of Employment prior to such date.<\/p>\n<\/blockquote>\n

(v) Discretionary Vesting<\/u>. The Committee in its sole discretion
\nmay accelerate or allow for the vesting of any PRSUs that do not otherwise vest
\npursuant to this paragraph 3(a).<\/p>\n

(vi) Forfeiture of PRSUs<\/u>.<\/p>\n

\n

(1) Subject to paragraphs 3(b) : (d) below, in the event the Employee
\nincurs a Termination of Employment, the Employee153s right to vest in any PRSUs
\nthat have not vested as of the date of such Termination of Employment and to
\nreceive the Shares related thereto shall terminate effective as of the date of
\nsuch Termination of Employment and the Employee shall have no further rights to
\nsuch PRSUs or the related Shares; provided, however, that without limiting
\nparagraph 3(a)(v), in the event the Employee incurs a Termination of Employment
\nprior to the Measurement Date, the Committee may in its discretion determine
\nthat an additional number of PRSUs may vest if such additional vesting is
\nequitable at such time(s).<\/p>\n

(2) Effective as of the Measurement Date, if the Performance Ratio is
\nnot the Maximum Performance Ratio, any PRSUs in the first, second and third
\nVesting Tranches that do not vest pursuant to paragraphs 3(a)(iii), 3(b)(i) or
\n3(c)(i) and any PRSUs in the fourth and fifth Vesting Tranches that are no
\nlonger eligible to vest pursuant to paragraph 3(a)(iv) shall terminate effective
\nas of the Measurement Date and the Employee shall have no further rights to such
\nPRSUs or the related Shares.<\/p>\n<\/blockquote>\n<\/blockquote>\n

b) Termination of Employment due to Death<\/u>. In the event of a
\nTermination of Employment prior to a Vesting Date by reason of the death of the
\nEmployee, a portion of the then unvested PRSUs shall vest and become
\nnonforfeitable as set forth in this paragraph 3(b).<\/p>\n

\n

(i) Termination Prior to Measurement Date<\/em>. In the event of a
\nTermination of Employment due to the death of the Employee prior to the
\nMeasurement Date, the number of PRSUs that shall become vested and
\nnon-forfeitable as of the Termination Date as a result of such Termination of
\nEmployment (rounded up to the nearest full PRSU) shall equal (A) the total
\nnumber of PRSUs outstanding as of the Termination Date and not yet vested
\n(excluding the PRSUs that as of immediately prior to such Termination of
\nEmployment remained eligible to vest solely pursuant to paragraphs 3(a)(iii)(1)
\nand 3(a)(iii)(2), which PRSUs<\/p>\n<\/blockquote>\n

4<\/p>\n

\n

<\/p>\n

\n

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

(ii) Termination On or After Measurement Date<\/em>. In the event of
\na Termination of Employment due to the death of the Employee on or after the
\nMeasurement Date, the number of PRSUs that shall become vested and
\nnon-forfeitable as of the Termination Date as a result of such Termination of
\nEmployment (rounded up to the nearest full PRSU) shall equal the total number of
\nPRSUs outstanding as of the Termination Date and not yet vested (excluding, for
\nthe avoidance of doubt, any PRSUs that are forfeited as of the Measurement Date
\npursuant to paragraph 3(a)(vi)(2)).<\/p>\n<\/blockquote>\n

c) Termination of Employment due to Disability<\/u>. In the event of a
\nTermination of Employment prior to a Vesting Date by reason of the Disability of
\nthe Employee, a portion of the then unvested PRSUs shall vest and become
\nnonforfeitable as set forth in this paragraph 3(c).<\/p>\n

\n

(i) In the event of a Termination of Employment by reason of the
\nDisability of the Employee prior to the Measurement Date, the number of PRSUs
\nthat shall become vested and non-forfeitable on the Termination Date with
\nrespect to each remaining Vesting Tranche as a result of such Termination of
\nEmployment (rounded up to the nearest full PRSU) shall equal (A) the total
\nnumber of PRSUs in such Vesting Tranche that are outstanding as of the
\nTermination Date and not yet vested (excluding the PRSUs that as of immediately
\nprior to such Termination of Employment remained eligible to vest solely
\npursuant to paragraphs 3(a)(iii)(1) and 3(a)(iii)(2), which PRSUs shall be
\neligible to vest pursuant to the next sentence below), multiplied by (B) the
\nMinimum Performance Ratio, and multiplied further by (C) a fraction, the
\nnumerator of which shall be the number of full calendar months between the Grant
\nDate and the Termination Date and the denominator of which shall be the number
\nof full calendar months between the Grant Date and the ordinary Vesting Date of
\nsuch Vesting Tranche, provided, however, that the Committee may determine in its
\ndiscretion that a greater number of PRSUs shall vest as of the Termination Date
\nin such circumstance. For the avoidance of doubt, the number of Shares described
\nin the foregoing sentence shall be transferred to the Employee153s Brokerage
\nAccount upon the Employee153s termination of Employment due to Disability, subject
\nto Section 2(b) and Section 25. In addition, in the event of a Termination of
\nEmployment due to Disability prior to the Measurement Date, the Committee shall
\ndetermine the Performance Ratio<\/p>\n<\/blockquote>\n

5<\/p>\n

\n

<\/p>\n

\n

as of the Accelerated Determination Date and if the Performance Ratio, as
\ndetermined by the Committee on the Accelerated Determination Date is greater
\nthan the Minimum Performance Ratio, then an additional number of PRSUs (rounded
\nup to the nearest full PRSU) shall vest with respect to each Vesting Tranche as
\nof the Accelerated Determination Date, which number for each Vesting Tranche
\nshall equal the difference between (x) minus (y), where:<\/p>\n

\n
\n

(x) is a number equal to the total number of PRSUs in such Vesting Tranche
\nmultiplied by the Performance Ratio (determined as of the Accelerated
\nDetermination Date) and further multiplied by a fraction, the numerator of which
\nshall be the number of full calendar months between the Grant Date and the
\nTermination Date and the denominator of which shall be the number of full
\ncalendar months between the Grant Date and the ordinary Vesting Date of such
\nVesting Tranche; and<\/p>\n

(y) is a number equal to the number of PRSUs in such Vesting Tranche that
\npreviously vested pursuant to this Agreement.<\/p>\n<\/blockquote>\n<\/blockquote>\n

(ii) In the event of a Termination of Employment by reason of the
\nDisability of the Employee on or after the Measurement Date, the number of PRSUs
\nthat shall become vested and non-forfeitable with respect to each remaining
\nVesting Tranche as of the Termination Date as a result of such Termination of
\nEmployment (rounded up to the nearest full PRSU) shall equal (A) the total
\nnumber of PRSUs in such Vesting Tranche that are outstanding as of the
\nTermination Date and not yet vested (excluding, for the avoidance of doubt, any
\nPRSUs that are forfeited as of the Measurement Date pursuant to paragraph
\n3(a)(vi)(2)), multiplied by (B) a fraction, the numerator of which shall be the
\nnumber of full calendar months between the Grant Date and the Termination Date
\nand the denominator of which shall be the number of full calendar months between
\nthe Grant Date and the ordinary Vesting Date of such Vesting Tranche.<\/p>\n

(iii) For purposes of this paragraph 3(c), references to the “ordinary
\nVesting Date” of a Vesting Tranche shall mean the applicable anniversary of the
\nGrant Date.<\/p>\n<\/blockquote>\n

d) The Employee acknowledges that upon a Change in Control prior to a
\nVesting Date, Article 11 of the Plan shall govern.<\/p>\n

e) Notwithstanding any other provision of this Agreement (including
\nwithout limitation paragraph 2(b) above):<\/p>\n

\n

(i) The Employee is ultimately liable and responsible for all taxes owed
\nin connection with the PRSUs, regardless of any action Omnicom or any Omnicom
\nAffiliate takes with respect to any tax withholding obligations that arise in
\nconnection with the PRSUs. Neither Omnicom nor any of its Affiliates makes any
\nrepresentation or undertaking regarding the treatment of any tax associated with
\nthe awarding or vesting of the PRSUs or the subsequent sale of Shares issuable
\npursuant to the PRSUs. Omnicom and its Affiliates do not commit and are under no
\nobligation to structure the PRSUs to reduce or eliminate the Employee153s tax
\nliability.<\/p>\n<\/blockquote>\n

6<\/p>\n

\n

<\/p>\n

\n

(ii) Prior to any event in connection with the PRSU (e.g., vesting) that
\nOmnicom determines may result in any domestic or foreign tax withholding
\nobligation, whether national, federal, state or local, including any social tax
\nobligation (the “Tax Withholding Obligation<\/strong>“), the Employee
\nshall make arrangements satisfactory to Omnicom for the satisfaction of any Tax
\nWithholding Obligation that arise in connection with his\/her PRSUs, including,
\nwithout limitation, by electing to have the administrator of the Plan withhold a
\nportion of the vested Shares on the Vesting Date in payment of the relevant
\nwithholding taxes or maintaining sufficient cash in Employee153s Brokerage Account
\nfor payment of the relevant withholding taxes. In the event Shares are withheld
\nfor the satisfaction of any Tax Withholding Obligation, the number of Shares to
\nbe withheld shall equal the quotient of (A) the amount of the Tax Withholding
\nObligation, and (B) the Fair Market Value of the Shares on the Vesting Date.\n<\/p>\n

(iii) Omnicom may refuse to issue any shares of Stock to the Employee
\nuntil such Employee satisfies the Tax Withholding Obligation. To the maximum
\nextent permitted by law, Omnicom has the right to retain without notice from
\nshares of Stock issuable under the PRSUs or from salary payable to the Employee,
\nshares of Stock or cash having a value sufficient to satisfy the Tax Withholding
\nObligation.<\/p>\n<\/blockquote>\n

4. Definitions<\/u><\/strong>. For purposes of this Agreement,
\nthe terms set forth below shall have the following meanings:<\/p>\n

a) “Accelerated Determination Date” <\/strong>means (i) in the
\nevent of a Termination of Employment by reason of the death or Disability of the
\nEmployee during calendar years 2011 or 2012, the earliest practicable date
\nfollowing the end of calendar year 2011, and (ii) in the event of a Termination
\nof Employment by reason of the death or Disability of the Employee during
\ncalendar year 2013, the earliest practicable date following the end of calendar
\nyear 2012.<\/p>\n

b) “Affiliate<\/strong>” of Omnicom or the Company, as the case
\nmay be, shall mean any person, firm, corporation or other form of entity that
\ndirectly, or indirectly through one or more intermediaries, controls, or is
\ncontrolled by, or is under common control with Omnicom or the Company, as the
\ncase may be as determined by Omnicom.<\/p>\n

c) “Average Return on Equity<\/strong>” means the average of the
\nannual Return on Equity calculated with respect to the Company or a member of
\nthe Peer Group, as applicable, for each of calendar years 2011, 2012 and 2013,
\nprovided that in the event of a determination of the Performance Ratio on an
\nAccelerated Determination Date, the Average Return on Equity shall be calculated
\nonly with respect to calendar years ending prior to such Accelerated
\nDetermination Date.<\/p>\n

d) “Client<\/strong>” means any person, firm, corporation or
\nother form of entity to whom any member of the Group (i) rendered services at
\nany time during the Employment Period or (ii) had made a Pitch at any time
\nduring the Employment Period, or the six months immediately following, the
\nTermination Date.<\/p>\n

7<\/p>\n

\n

<\/p>\n

e) “Company<\/strong>” means the Omnicom Affiliate by whom the
\nEmployee is employed as of the date of this Agreement and each other Omnicom
\nAffiliate by whom the Employee is employed at any time during the Employment
\nPeriod, notwithstanding anything in the Plan to the contrary.<\/p>\n

f) “Employee<\/strong>” means the Employee set forth in the Grant
\nNotice.<\/p>\n

g) “Employment Period<\/strong>” means the period that the
\nEmployee is employed by any member of the Group.<\/p>\n

h) “Grant Date<\/strong>” means the Grant Date set forth in the
\nGrant Notice.<\/p>\n

i) “Group<\/strong>” means (i) if the Company operates within an
\nOmnicom network, all of the companies, group of companies and divisions
\noperating under a global or national brand of such Omnicom network, and (ii) if
\nthe Company operates as part of a division or separate company independent of an
\nOmnicom network, all companies and divisions operating under such independent
\nbrand.<\/p>\n

j) “Omnicom<\/strong>” means Omnicom Group Inc., a New York
\ncorporation.<\/p>\n

k) “Peer Group<\/strong>” means the following group of companies:
\nWPP Group plc, The Interpublic Group of Companies, Inc., Publicis Groupe SA,
\nAegis Group plc and Havas SA, provided, however, that, without limiting the
\nprovisions of Article 11 of the Plan, in the event of a Change in Control or any
\ntransaction described in Section 11.1 of the Plan or any similar or other
\nextraordinary transaction that may occur with respect to the Company or a member
\nof the Peer Group or a member of the Peer Group ceasing to be a publicly traded
\ncompany, the Committee may make such changes and adjustments to the Peer Group
\nfrom time to time that it deems equitable or appropriate in its discretion as a
\nresult of or to account for such Change in Control or transaction described in
\nSection 11.1 of the Plan or such similar or other extraordinary transaction that
\nmay occur with respect to the Company or a member of the Peer Group or a member
\nof the Peer Group ceasing to be a publicly traded company, which change(s) or
\nadjustment(s) may include replacing or substituting members of the Peer Group.\n<\/p>\n

l) “Performance Group<\/strong>” means the group of companies
\nconsisting of the Company and the members of the Peer Group.<\/p>\n

m) “Pitch<\/strong>” means a new business presentation or similar
\noffering of services; provided, however, a general mailing or an incidental
\ncontact shall not be deemed a Pitch.<\/p>\n

n) “Restricted Client<\/strong>” means any person, firm,
\ncorporation or other form of entity to whom any member of the Group (i) rendered
\nservices at any time during the one-year period prior to the Termination Date,
\nor (ii) had made a Pitch at any time during the one-year period immediately
\npreceding, or the six months immediately following, the Termination Date.<\/p>\n

o) “Return on Equity<\/strong>” means with respect to the Company
\nor a member of the Peer Group, as applicable, an amount expressed as a
\npercentage and calculated as the Company153s or the applicable Peer Group member153s
\ntotal net income over a given fiscal year<\/p>\n

8<\/p>\n

\n

<\/p>\n

divided by the Company153s or the applicable Peer Group member153s average
\nshareholder153s equity over such fiscal year, in each case calculated in such
\nmanner as the Committee may determine.<\/p>\n

p) “Share<\/strong>” means a share of Stock.<\/p>\n

q) “Termination Date<\/strong>” means the date on which the
\nTermination of Employment occurs.<\/p>\n

r) “Termination of Employment<\/strong>” means the time when the
\nEmployee is no longer employed by any Omnicom Affiliate for any reason
\nwhatsoever, as determined by Omnicom or an Omnicom Affiliate.<\/p>\n

5. Nontransferability<\/u><\/strong>. No right or interest of
\nthe Employee in the PRSUs not yet vested may be pledged, encumbered, or
\nhypothecated to or in favor of any party other than Omnicom or an Omnicom
\nAffiliate, or shall be subject to any lien, obligation, or liability of the
\nEmployee to any other party other than Omnicom or an Omnicom Affiliate. No PRSU
\nnot yet vested shall be assigned, transferred, or otherwise disposed of by the
\nEmployee other than by will or the laws of descent and distribution or pursuant
\nto beneficiary designation procedures approved from time to time by the
\nCommittee. Notwithstanding the foregoing, to the extent and under such terms and
\nconditions as determined by the Committee, the Employee may assign or transfer
\nthe PRSUs not yet vested (each transferee thereof, a “Permitted
\nAssignee<\/strong>“) (i) to the Employee153s spouse, children or grandchildren
\n(including any adopted and step children or grandchildren), parents,
\ngrandparents or siblings, (ii) to a trust for the benefit of the Employee and\/or
\none or more of the persons referred to in clause (i), (iii) to a partnership,
\nlimited liability company or corporation in which the Employee or the persons
\nreferred to in clause (i) are the only partners, members or shareholders or (iv)
\nfor charitable donations; provided, however, that such Permitted Assignee shall
\nbe bound by and subject to all of the terms and conditions of the Plan and this
\nAgreement relating to the transferred PRSUs and shall execute an agreement
\nsatisfactory to Omnicom evidencing such obligations; and provided further that
\nthe Employee shall remain bound by the terms and conditions of the Plan.<\/p>\n

6. Non-Solicitation\/Non-Servicing and Protection of
\nConfidential Information Agreement<\/u><\/strong>.<\/strong><\/p>\n

a) In consideration for and in order to be eligible to receive the
\nvoluntary grant of the PRSUs provided in this Agreement, except on behalf of a
\nmember of the Group, the Employee will not, as an individual, employee,
\nconsultant, independent contractor, partner, shareholder, member or in
\nassociation with any other person, firm, corporation or other form of entity,
\ndirectly or indirectly, and regardless of the Employee continuing to be employed
\nby a member of the Group or the reason for the Employee ceasing to be so
\nemployed by any member of the Group:<\/p>\n

\n

(i) during the Employment Period, directly or indirectly, solicit
\nbusiness on behalf of, render any services to, engage in, or have any ownership
\ninterests or other affiliation in, any business or other endeavor, which is
\nengaged in the business of the same nature as or competitive with any member of
\nthe Group; provided, however, that nothing contained in this clause (i) shall be
\ndeemed to prevent the undersigned from owning<\/p>\n<\/blockquote>\n

9<\/p>\n

\n

<\/p>\n

\n

less than 188 of 1% of the shares of any publicly held corporation engaged in
\nany such business;<\/p>\n

(ii) if either (A) any PRSUs have vested under this Agreement, or (B) a
\nvoluntary Termination of Employment occurs, then for a one-year period following
\nthe Termination Date, solicit, render services to or for, or accept from, any
\nRestricted Client, any business of the type performed by any member of the Group
\nfor such Restricted Client or persuade or attempt in any manner to persuade any
\nRestricted Client to cease to do business or to reduce the amount of business
\nwhich any such Restricted Client has customarily done or is reasonably expected
\nto do with members of the Group; provided, however<\/em>, that solely with
\nrespect to this paragraph 6(a)(ii), the definition of Restricted Client shall be
\nlimited to the particular product, brand or service of such Restricted Client in
\nrespect of which at any time during the one-year period prior to the Termination
\nDate, the Employee (A) had a servicing relationship, supervisory responsibility
\nor other involvement, or (B) participated in, supervised or had any
\nresponsibility or other involvement in a Pitch; and<\/p>\n

(iii) if either (A) any PRSUs have vested under this Agreement, or (B) a
\nvoluntary Termination of Employment occurs, then for a one-year period following
\nthe Termination Date, employ as an employee or retain as a consultant any
\nperson, firm, corporation or other form of entity who is then or at any time
\nduring the one-year period prior to the Termination Date was, an employee of or
\nexclusive consultant to a member of the Group, or persuade or attempt to
\npersuade any employee of or exclusive consultant to a member of the Group to
\nleave the employ of such member of the Group or to become employed as an
\nemployee or retained as a consultant by any other person, firm, corporation or
\nother form of entity; provided, however, a solicitation pursuant to general
\nrecruitment advertising that is not directed at the employees or exclusive
\nconsultants of any member of the Group shall not be deemed to be a breach of
\nthis provision.<\/p>\n<\/blockquote>\n

b) As a professional in a highly service-oriented and creative business,
\nthe Employee understands and agrees that his\/her position with the Company
\nrequires and will continue to require services which are of a special character
\nand which places him\/her in a position of confidence and trust with the Clients
\nand employees of members of the Group. The Employee further acknowledges that
\nhis\/her services to the Clients necessarily require that the Employee have
\naccess to Confidential Information (as defined below) of members of the Group
\nand their respective Clients and that, in the course of his\/her employment with
\nor rendering of services to the Company, the Employee will develop personal
\nrelationships with the Clients and knowledge of those Clients153 affairs and
\nrequirements. Accordingly, the Employee acknowledges that the type and periods
\nof restrictions imposed in this Agreement are fair and reasonable and are
\nreasonably required in order to protect and maintain the proprietary interests
\nof the members of the Group, other legitimate business interests of members of
\nthe Group, and the goodwill associated with the members of the Group. The
\nEmployee further understands and agrees that the Restricted Clients may be
\nserviced from any location and accordingly it is reasonable that the covenants
\nset forth herein are not limited by narrow geographic area but generally by the
\nlocation of such Restricted Clients. In the event that any covenant contained in
\nthis Agreement shall be determined by any court or other tribunal of competent
\njurisdiction to be unenforceable by reason of its extending for too great a
\nperiod of time or over too great a geographical area or<\/p>\n

10<\/p>\n

\n

<\/p>\n

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

c) The Employee hereby acknowledges and agrees that for so long as the
\nEmployee has been employed by the Company (which term, as used in this paragraph
\n6(c) and paragraph 6(d) shall be deemed to include any Affiliate of the
\nCompany), the Employee has acquired and shall continue to acquire and have
\naccess to confidential or proprietary information about the Company and\/or its
\nClients, including but not limited to, trade secrets, methods, models,
\npasswords, access to computer files, financial information and records, computer
\nsoftware programs, agreements and\/or contracts between the Company and its
\nClients, Client contacts, creative policies and ideas, advertising campaigns,
\npublic relations campaigns, creative and media materials, graphic design,
\nbudgets, practices, concepts, strategies, methods of operation, financial or
\nbusiness projections of the Company, and information about or received from its
\nClients (collectively, “Confidential Information<\/strong>“).
\nAccordingly, in consideration for and in order to be eligible to receive the
\nvoluntary grant of the PRSUs provided in this Agreement, for so long as the
\nEmployee is employed by a member of the Group and thereafter, the Employee will
\nretain in strictest confidence all Confidential Information and shall not
\ndisclose any such Confidential Information to anyone outside the members of the
\nGroup and Omnicom, except in the course of the Employee153s duties for the Company
\nor with Omnicom153s express written consent. The Employee hereby acknowledges that
\nhe\/she is aware that such Confidential Information is not readily available to
\nthe public, and agrees that he\/she will not at any time utilize such
\nConfidential Information for his\/her own benefit or for the benefit of third
\nparties.<\/p>\n

d) The Employee hereby acknowledges and agrees that all materials
\ncreated or modified by the Employee for so long as the Employee is employed by
\nthe Company, including, without limitation, all works of authorship, inventions,
\nprocesses, ideas, methods, concepts and other tangible and intangible materials
\n(collectively, “Work Product<\/strong>“), shall be “work for hire” and
\nthat the Company and\/or Omnicom shall be the exclusive owner of the Work Product
\nand all intellectual property rights associated with the Work Product, including
\nall trademarks, patents or copyrights contained therein. To the extent any Work
\nProduct does not qualify as “work for hire”, the Employee hereby assigns
\nownership of all such Work Product to the Company and\/or Omnicom and agrees to
\ntake all reasonable measures, at the Company153s expense, to perfect such rights
\nin the Company and\/or Omnicom. The Employee hereby appoints the Company and\/or
\nOmnicom as his\/her attorney-in-fact with the limited power to execute
\nassignments of such Work Product. If the Employee is an employee in the State of
\nCalifornia, the parties hereto agree and acknowledge that the terms of this
\nparagraph shall be subject to the terms of Section 2870 of the California Labor
\nCode, a copy of which is annexed to this Agreement. The Employee hereby agrees
\nto advise the Company and\/or Omnicom promptly in writing of any inventions that
\nhe\/she believes meet the criteria set forth in Section 2870.<\/p>\n

11<\/p>\n

\n

<\/p>\n

e) Each of the covenants and agreements contained in this Section 6
\n(collectively, the “Protective Covenants<\/strong>“) is separate,
\ndistinct and severable. All rights, remedies and benefits expressly provided for
\nin this Section 6 are cumulative and are not exclusive of any rights, remedies
\nor benefits provided for by law, in this Section 6 or otherwise, and the
\nexercise of any remedy by a party hereto shall not be deemed an election to the
\nexclusion of any other remedy (any such claim by the other party being hereby
\nwaived). The provisions of this Section 6 are not in lieu of, but are in
\naddition to the continuing obligations of the Employee (which the Employee
\nhereby acknowledges) to not use or disclose Confidential Information known to
\nthe Employee until any particular piece of Confidential Information becomes
\ngenerally known to the public (through no action of the Employee), whereupon the
\nrestriction on use and disclosure shall cease as to that particular item. The
\nexistence of any claim, demand, action or cause of action that the Employee may
\nhave against Omnicom or any of its Affiliates, whether predicated pursuant to
\nthis Section 6 or otherwise, shall not constitute a defense to the enforcement
\nof the provisions of this Section 6 or any other provision or provisions of this
\nAgreement. The covenants contained in this Section 6 for the benefit of Omnicom
\nand the members of the Group, shall survive any termination of this Agreement
\nand may be waived in whole or in part by Omnicom without the consent of any
\nother person, firm, corporation or other form of entity. The temporal duration
\nof the Protective Covenants shall not expire, and shall be tolled, during any
\nperiod in which the Employee is in violation of any of such Protective
\nCovenants, and all such Protective Covenants shall automatically be extended by
\nthe period of such violation. The Employee further acknowledges that he\/she is a
\nhighly regarded employee who considered the terms and conditions upon which
\nhe\/she is electing to be granted the PRSUs and that he\/she has been advised and
\nhas had the opportunity to obtain counsel of his\/her choice in connection with
\nreviewing and executing this Agreement.<\/p>\n

f) By acceptance of the grant of PRSUs, the Employee agrees that if the
\nEmployee were, without authority, to use or disclose Confidential Information,
\nor otherwise breach any of the Protective Covenants, or threaten to do so, in
\naddition to all other available remedies (including without limitation seeking
\nsuch damages as it can show it has sustained by reason of such breach), (i)
\nOmnicom and\/or any member of the Group shall be entitled to specific performance
\nand injunctive and other appropriate relief (without being required to post bond
\nor other security and without having to prove the inadequacy of the available
\nremedies at law) to prevent the Employee from doing so, and\/or (ii) Omnicom (by
\naction of the Chairman, Chief Executive Officer, President, Chief Financial
\nOfficer or General Counsel of Omnicom) may cause any or all of the following
\nactions to occur: (x) the PRSUs granted hereunder shall become void, shall be
\nforfeited and shall terminate effective the date on which the Employee entered
\ninto such activity, (y) any vested shares of Stock acquired by the Employee
\npursuant to the grant hereunder shall be forfeited and returned to Omnicom, and
\n(z) any gain realized by the Employee from the sale or transfer of shares of
\nStock acquired through the grant hereunder, shall be returned by the Employee to
\nOmnicom. The Employee acknowledges that the harm caused to Omnicom and\/or
\nmembers of the Group by the breach or anticipated breach of this Agreement is by
\nits nature irreparable because, among other things, it is not readily
\nsusceptible of proof as to the monetary harm that would ensue. The Employee
\nconsents that any interim or final equitable relief entered by a court of
\ncompetent jurisdiction shall, at the request of Omnicom and\/or a member of the
\nGroup be entered on consent and enforced by any court having jurisdiction over
\nthe Employee, without prejudice to any rights either party may have to appeal
\nfrom the proceedings that resulted in any grant of such relief.<\/p>\n

12<\/p>\n

\n

<\/p>\n

g) During the Employment Period and the one-year period after the
\nTermination Date, prior to accepting employment with any subsequent employer,
\nthe Employee shall notify any prospective employer in writing of his\/her
\nobligations under this Agreement. In addition, immediately after accepting
\nemployment with a subsequent employer, the Employee shall provide Omnicom with a
\ncopy of the notice that was sent by him\/her to such subsequent employer.<\/p>\n

h) The Employee acknowledges and agrees that if Employee has received an
\nequity award (including any restricted stock, restricted stock unit or stock
\noption award) from Omnicom during or after 2005 pursuant to the Plan or any
\nother current or former equity plan of Omnicom, the Employee has previously
\nagreed to restrictions similar to those set forth in this Section 6 (the
\n“Prior Restrictions<\/u>“) and such Prior Restrictions shall remain in full
\nforce and effect and shall be in addition to the Employee153s obligations under
\nthis Section 6.<\/p>\n

7. Investment Representation and Compliance With Applicable
\nLaw<\/u><\/strong>. The Employee hereby represents and covenants that (a) the
\nPRSUs and the related Stock will be acquired for investment and not with a view
\nto the distribution thereof within the meaning of the Securities Act, unless
\nsuch acquisition has been registered under the Securities Act and any applicable
\nstate securities law; and (b) any subsequent sale of any such PRSUs or the
\nrelated Stock unless their acquisition had been so registered, shall be made
\neither pursuant to an effective registration statement under the Securities Act
\nand any applicable state securities laws, or pursuant to an exemption from
\nregistration under the Securities Act and such state securities laws.<\/p>\n

8. No Understandings as to Employment<\/u><\/strong>.
\n<\/strong>Nothing in the grant of the PRSUs or in this Agreement shall constitute
\nor be evidence of any understanding, express or implied, on the part of the
\nCompany, Omnicom or any Omnicom Affiliate to employ the Employee for any period
\nor shall interfere with or restrict in any way the rights of the Company,
\nOmnicom and the Omnicom Affiliates to discharge the Employee at any time for any
\nreason whatsoever, with or without cause.<\/p>\n

9. Plan Incorporated<\/u><\/strong>. The Employee accepts the
\nPRSUs herein subject to all of the provisions of the Plan, which are
\nincorporated into this Agreement by reference, including the provisions that
\nauthorize the Committee to administer and interpret the Plan and which provide
\nthat the Committee153s decisions, determinations and interpretations with respect
\nto the Plan are final and conclusive on all persons affected hereby. Except with
\nrespect to definitions used in this Agreement, in the event of a conflict
\nbetween the provisions of this Agreement and the provisions of the Plan, the
\nprovisions of the Plan shall govern. Terms not otherwise defined in this
\nAgreement shall have the meanings ascribed in the Plan.<\/p>\n

10. Amendment<\/u><\/strong>. The award of PRSUs and this
\nAgreement may be wholly or partially amended or otherwise modified, suspended or
\nterminated at any time or from time to time by the Board or the Committee,
\nprovided that, except as provided by Article 11 of the Plan, neither the
\namendment, modification, suspension nor termination of this Agreement shall,
\nwithout the consent of the Employee, adversely alter or impair any rights or
\nobligations of the Employee under this Agreement with respect to the award of
\nPRSUs in any material way.<\/p>\n

13<\/p>\n

\n

<\/p>\n

11. Assignment<\/u><\/strong>. <\/strong>The parties
\nhereto agree that Omnicom shall have the right to assign this Agreement, and
\naccordingly, this Agreement shall inure to the benefit of, and may be enforced
\nby, any and all successors and assigns of Omnicom, including, without
\nlimitation, by asset assignment, stock sale, merger, consolidation or other
\ncorporate reorganization. Subject to Section 5, the Employee agrees that his\/her
\nobligations under this Agreement are personal to him\/her, and the Employee shall
\nnot have the right to assign or otherwise transfer his\/her obligations
\nhereunder. Any purported assignment or transfer by the Employee shall be void
\nand ineffective.<\/p>\n

12. Governing Law<\/u><\/strong>. The interpretation and
\nconstruction of this Agreement, and all matters relating hereto (including,
\nwithout limitation, the validity or enforcement of this Agreement), shall be
\ngoverned by the laws of New York without regard to any conflicts or choice of
\nlaws provisions of the State of New York that would result in the application of
\nthe law of any other jurisdiction.<\/p>\n

13. Notice<\/u><\/strong>. <\/strong>Any notice to be
\ngiven to Omnicom under the terms of this Agreement shall be addressed to the
\nOffice of the General Counsel of Omnicom at 437 Madison Avenue, New York, New
\nYork 10022, and any notice to be given to the Employee shall be addressed to the
\nEmployee at the address set forth beneath his or her signature hereto, or at
\nsuch other address for a party as such party may hereafter designate in writing
\nto the other. Any such notice shall be deemed to have been duly given if mailed,
\npostage prepaid, addressed as aforesaid.<\/p>\n

14. Headings<\/u><\/strong>. <\/strong>All section
\ntitles and captions in this Agreement are for convenience only, shall not be
\ndeemed part of this Agreement, and in no way shall define, limit, extend or
\ndescribe the scope or intent of any provisions of this Agreement.<\/p>\n

15. Further Assurances<\/u><\/strong>. <\/strong>The
\nparties shall execute all documents, provide all information, and take or
\nrefrain from taking all actions as may be reasonably necessary or appropriate to
\nachieve the purposes of this Agreement. The Employee acknowledges that any sale
\nof Stock issued from the PRSUs following the date of vesting shall be further
\nevidence of Employee153s acceptance of the terms of this Agreement, including
\nSection 6 of this Agreement.<\/p>\n

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

14<\/p>\n

\n

<\/p>\n

17. Remedies<\/u><\/strong>. <\/strong>No failure by any
\nparty to insist upon the strict performance of any covenant, duty, agreement or
\ncondition of this Agreement or to exercise any right or remedy consequent upon a
\nbreach thereof shall constitute waiver of any such breach or any other covenant,
\nduty, agreement or condition.<\/p>\n

18. Acceptance; Counterparts<\/u><\/strong>. The Employee
\nacknowledges and agrees that the Employee153s acceptance of the terms of this
\nAgreement through electronic means shall have the same force and effect as an
\nacceptance made in writing. This Agreement may be executed in two or more
\ncounterparts, or by facsimile transmission, each of which shall be deemed to be
\nan original and all of which taken together shall constitute one and the same
\ninstrument.<\/p>\n

19. Waiver<\/u><\/strong>. <\/strong>By signing and
\nreturning this Agreement, the Employee agrees that the Employee153s rights in
\nrespect of the PRSUs (including upon Termination of Employment) shall be defined
\nsolely by the Plan and the provisions of this Agreement. Accordingly, the
\nEmployee waives all other claims he\/she may have against Omnicom or any of its
\nAffiliates, and their respective officers, directors, agents and employees for
\nany losses or damages arising out of the forfeiture of any PRSUs as a result of
\nsuch Termination of Employment, or otherwise in relation to the Plan with
\nrespect to such PRSUs.<\/p>\n

20. Third Party Beneficiaries<\/u><\/strong>.
\n<\/strong>Nothing in this Agreement is intended to confer upon any other person
\nexcept the Employee, Omnicom and the Affiliates of Omnicom any rights or
\nremedies hereunder or shall create any third party beneficiary rights in any
\nperson (other than Affiliates of Omnicom).<\/p>\n

21. No Strict Construction<\/u><\/strong>.
\n<\/strong>The language used in this Agreement will be deemed to be the language
\nchosen by the parties hereto to express their mutual intent, and no rule of law
\nor contract interpretation that provides that in the case of ambiguity or
\nuncertainty a provision should be construed against the draftsman will be
\napplied against any party hereto. The provisions of this Agreement shall be
\nconstrued according to their fair meaning and neither for nor against any party
\nhereto irrespective of which party caused such provisions to be drafted.<\/p>\n

22. Committee Authority<\/u><\/strong>. The Committee shall
\nhave the power to interpret the Plan and this Agreement and to adopt such rules
\nfor the administration, interpretation and application of the Plan as are
\nconsistent therewith and to interpret or revoke any such rules. All actions
\ntaken and all interpretations and determinations made by the Committee in good
\nfaith shall be final and binding upon the Employee, Omnicom and all other
\ninterested persons. No member of the Committee shall be personally liable for
\nany action, determination or interpretation made in good faith with respect to
\nthe Plan or this Agreement.<\/p>\n

23. Agreement Severable<\/u><\/strong>. <\/strong>In the
\nevent that any provision in this Agreement is held invalid or unenforceable,
\nsuch provision shall be severable from, and such invalidity or unenforceability
\nshall not be construed to have any effect on, the remaining provisions of this
\nAgreement.<\/p>\n

15<\/p>\n

\n

<\/p>\n

24. Employee Data Privacy<\/u><\/strong>.<\/p>\n

a) The Employee hereby explicitly and unambiguously consents to the
\ncollection, use and transfer, in electronic or other form, of the Employee153s
\npersonal data as described in this document by Omnicom and\/or the Company for
\nthe exclusive purpose of implementing, administering and managing the Employee153s
\nparticipation in the Plan.<\/p>\n

b) The Employee understands that Omnicom and\/or the Company hold certain
\npersonal information, including, but not limited to, name, home address and
\ntelephone number, date of birth, social insurance number or other identification
\nnumber, salary, nationality, job title, any Shares or directorships held in the
\nCompany or any of its Affiliates, details of all entitlement to PRSUs and Shares
\nawarded, canceled, exercised, vested, unvested or outstanding in the Employee153s
\nfavor (“Data<\/strong>“), for the purpose of implementing, administering
\nand managing the Plan.<\/p>\n

c) The Employee understands that Data may be transferred to any third
\nparties assisting in the implementation, administration and management of the
\nPlan, that these recipients may be located in the Employee153s country or
\nelsewhere, and that the recipient153s country may have different data privacy laws
\nand protections than the Employee153s country. The Employee understands that the
\nEmployee may request a list with the names and addresses of any potential
\nrecipients of the Data by contacting the Employee153s local human resources
\nrepresentative.<\/p>\n

d) The Employee authorizes the recipients to receive, possess, use,
\nretain and transfer the Data, in electronic or other form, for the purposes of
\nimplementing, administering and managing the Employee153s participation in the
\nPlan, including any requisite transfer of such Data as may be required to a
\nbroker or other third party. The Employee understands that Data shall be held
\nonly as long as is necessary to implement, administer and manage the Employee153s
\nparticipation in the Plan. The Employee understands that the Employee may, at
\nany time, view Data, request additional information about the storage and
\nprocessing of Data, require any necessary amendments to Data or refuse or
\nwithdraw the consents herein, in any case without cost, by contacting in writing
\nthe Employee153s local human resources representative. The Employee understands,
\nhowever, that refusing or withdrawing consent may affect the Employee153s ability
\nto participate in the Plan. For more information on the consequences of the
\nrefusal to consent or withdrawal of consent, the Employee understands that the
\nEmployee may contact the Employee153s local human resources representative.<\/p>\n

25. Section 409A<\/u><\/strong>. The PRSUs are not intended to
\nconstitute a deferral of compensation for purposes of Section 409A of the Code.
\nWithout limiting the foregoing or Section 15.14 of the Plan, in no event will
\nthe Shares underlying PRSUs that vest in accordance with this Agreement be
\ntransferred to the Employee153s Brokerage Account later than March 15 of the
\ncalendar year following the calendar year in which such PRSUs vest.<\/p>\n

* * * * * *<\/p>\n

16<\/p>\n

\n

Annex I<\/strong>
\nto Performance Restricted Stock Unit Agreement<\/strong><\/p>\n

California Labor Code Section 2870<\/u><\/strong><\/p>\n

Employment agreements; assignment of rights<\/u><\/p>\n

(a) Any provision in an employment agreement which provides that an
\nemployee shall assign, or offer to assign, any of his rights in an invention to
\nhis employer shall not apply to an invention that the employee developed
\nentirely on his own time without using the employer153s equipment, supplies,
\nfacilities, or trade secret information except for those inventions that either:\n<\/p>\n

\n

(i) relate at the time of conception or reduction to practice of the
\ninvention to the employer153s business, or actual or demonstrably anticipated
\nresearch or development of the employer; or<\/p>\n

(ii) result from any work performed by the employee for the employer.\n<\/p>\n<\/blockquote>\n

(b) To the extent a provision in an employment agreement purports to
\nrequire an employee to assign an invention otherwise excluded from being
\nrequired to be assigned under subdivision (a), the provision is against the
\npublic policy of this state and is unenforceable.<\/p>\n

17<\/p>\n

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