Exhibit 10.2
Omnicom Group Inc.
Senior Executive Restrictive Covenant and Retention Plan.
Form of Award Agreement
THIS AWARD AGREEMENT (this "Agreement"), is entered into as of the day
of , (the "Effective Date"), by and between Omnicom Group Inc.,
a New York corporation (the "Company"), and ("Executive").
WITNESSETH:
WHEREAS, Executive is presently employed by the Company in a key executive
position and possesses substantial talent, ability and unique business
experience which has been and will continue to be of great value to the Company;
and
WHEREAS, the Company has adopted the Omnicom Group Inc. Senior Executive
Restrictive Covenant and Retention Plan attached hereto as Exhibit A (the
"Plan") to secure non-competition, non-solicitation, non-disparagement and
consulting agreements with its key executives for a significant period of time,
and strengthen the retention aspects of the total compensation of its key
executives; and
WHEREAS, the Committee has selected Executive to be a Participant in the
Plan.
NOW, THEREFORE, the Company and Executive hereby agree to the terms of the
Agreement as follows:
1. Definitions. All capitalized terms used in this Agreement without
definition shall have the meanings ascribed in the Plan.
2. Incorporation of Terms of Plan. This Agreement is subject to the terms
and conditions of the Plan which are incorporated herein by reference. In the
event of any inconsistency between the Plan and this Agreement, the terms of the
Plan shall control.
3. Benefit. In consideration of Executive's agreement to remain in the
service or employ of the Company or one of its Subsidiaries, and for other good
and valuable consideration, including but not limited to the compliance by
Executive with Articles III and IV of the Plan, as of the Effective Date
Executive shall be entitled to receive a benefit under Article VI of the Plan,
subject to and in accordance with the terms of the Plan.
4. Not a Contract of Employment. Nothing in this Agreement or in the Plan
shall confer upon Executive any right to continue to serve as an employee or
other service provider of the Company or any of its Subsidiaries.
6. Governing Law. Except as exempted by the Employee Retirement Income
Security Act of 1974, as amended, the laws of the State of New York shall govern
the interpretation, validity, administration, enforcement and performance of the
terms of this Agreement regardless of the law that might be applied under
principles of conflicts of laws.
7. Amendment, Termination and Suspension. To the extent permitted by the
Plan, this Agreement may be wholly or partially amended, terminated or suspended
at any time or from time
to time by the Committee, provided, that, except as may otherwise be provided by
the Plan, no amendment, termination or suspension of this Agreement shall
adversely affect the benefits or rights of Executive arising under the terms of
the Plan or this Agreement in a material manner without the consent of
Executive.
8. Entire Agreement. The Plan and this Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Executive with respect to the subject matter
hereof.
9. Section 409A. Notwithstanding any other provision of the Plan or this
Agreement, the Plan and this Agreement shall be interpreted in accordance with,
and incorporate the terms and conditions required by, Section 409A of the U.S.
Internal Revenue Code of 1986, as amended (together with any Department of
Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be
issued after the date hereof, "Section 409A"). The Committee may, in its
discretion, adopt such amendments to the Plan or this Agreement or adopt other
policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, as the Committee determines are
necessary or appropriate to comply with the requirements of Section 409A.
IN WITNESS WHEREOF, as of the Effective Date, the parties hereto have
executed this Agreement.
OMNICOM GROUP INC.
By: _____________________________
Name:
Title:
EXECUTIVE
_________________________________
Name:
