Exhibit 10.1
OMNICOM GROUP INC.
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE
PLAN
ARTICLE I
PURPOSE, COMMENCEMENT AND AMENDMENT
1.01 Purpose. The
purpose of the Plan is to provide the employees of Omnicom Group
Inc., a New York corporation (the “Company”), and its
Subsidiaries with a vehicle for investing in the growth potential
of the Company, to allow the Company to be competitive in
attracting new employees, and to promote positive parent company
recognition and visibility. The Plan is intended to qualify as an
employee stock purchase plan under Section 423 of the Code and
shall be interpreted and construed in accordance with such
purpose.
1.02 Commencement.
The Plan initially became effective on September 1, 1999 (the
“Effective Date”).
1.03 Prior
Amendment. The Plan was previously amended, effective as of
December 1, 2008, to increase the Purchase Price per share of
Common Stock purchased pursuant to the Plan from 85% to 95% of the
Fair Market Value.
1.04 Current
Amendment. The Company has amended the Plan, having received
approval by the shareholders of the Company, to authorize an
additional 10,000,000 shares of Common Stock to be purchased under
the Plan, thereby increasing the maximum number of shares of Common
Stock which may be purchased under the Plan to
16,000,000.
ARTICLE II
DEFINITIONS
2.01 Definitions.
As used in the Plan, the following terms and phrases shall have the
following meanings:
(a)
“Board of Directors” shall mean the Board of Directors
of the Company.
(b)
“Code” shall mean the Internal Revenue Code of 1986, as
amended.
(c)
“Commencement Date” shall mean the first day of a Plan
Quarter.
(d)
“Committee” shall mean the Compensation Committee of
the Board of Directors, or such other committee of the Board of
Directors designated by it for purposes of administering the
Plan.
(e)
“Common Stock” shall mean the common stock of the
Company.
(f)
“Company” shall mean Omnicom Group Inc., a New York
corporation.
(g)
“Contribution Account” shall mean the bookkeeping
account established on behalf of a Participant pursuant to Article
IV hereof to which shall be credited his or her Participant
Contributions.
(h)
“Contribution Rate” shall be a percentage of a
Participant’s Covered Compensation during each payroll period
designated by each Participant to be contributed by regular payroll
deductions to his or her Contribution Account as set forth in
Section 3.03 hereof.
(i)
“Covered Compensation” shall mean the base salary or
hourly wages received by an Employee from any Participating
Employer, or commissions received from any Participating Employer
(in the case of an Employee who is primarily compensated on a
commission-basis), before tax withholdings and other payroll
deductions (such as deductions under Section 401(k) or 125 of the
Code), and excluding any overtime, cash bonus compensation, fringe
benefits and other irregular or special forms of
compensation.
(j)
“Effective Date” shall have the meaning set forth in
Section 1.02 hereof.
(k)
“Election Date” shall mean the number of days prior to
the Commencement Date of each Plan Quarter selected by each
Participating Employer and approved by the Committee as the date by
which its Employees must elect to participate in the Plan pursuant
to Section 3.03(a) hereof
(l)
“Election Form” shall mean such form as shall be
approved by the Committee for Employees to elect participation in
the Plan.
(m)
“Employee” shall mean each employee of a Participating
Employer other than an Excluded Employee. For purposes of the Plan,
the terms “employee”, “employment” and
similar terms shall be determined in accordance with the provisions
of Section 1.421 -7(h) of the Treasury Regulations (or any
successor regulations).
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(n)
“Excluded Employee” shall mean any employee of a
Participating Employer whose customary employment is 20 hours per
week or less or whose customary employment is for not more than 5
months in any calendar year.
(o)
“Fair Market Value” shall mean the average of the high
and low price reported by the applicable composite transactions
report on the date of any determination hereunder or, if the Common
Stock is not traded on such date, the average of the high and low
price so reported on the immediately preceding date on which the
Common Stock was traded on such exchange.
(p)
“Participant” shall mean any Employee of a
Participating Employer who has met the conditions and provisions
for becoming a Participant set forth in Article III
hereof.
(q)
“Participant Contributions” shall be the aggregate
dollars actually contributed by each Participant to his or her
Contribution Account for a Plan Quarter.
(r)
“Participating Employers” shall mean the Company and
each Subsidiary that (i) has been designated by the Committee as a
Participating Employer under the Plan, and (ii) has adopted the
Plan for its Employees by action of its Board of Directors. A
Subsidiary shall become a Participating Employer effective only
upon a Commencement Date.
(s)
“Plan” shall mean the Omnicom Group Inc. Employee Stock
Purchase Plan as set forth herein, as it may be amended from time
to time.
(t)
“Plan Quarter” shall mean each quarter during the term
of the Plan defined for purposes hereof as September 1 through
November 30, December 1 through February 28, March 1 through May 31
and June 1 through August 31.
(u)
“Purchase Date” shall mean the last business day of a
Plan Quarter on which the Common Stock publicly trades.
(v)
“Purchase Price” shall mean the purchase price for a
share of Common Stock to be paid by a Participant on a Purchase
Date, as determined under Section 4.02 hereof.
(w)
“Subsidiary” shall mean a subsidiary of the Company
which is treated as a subsidiary corporation under Section 424(f)
of the Code.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01
Eligibility.
(a)
Each Employee shall become eligible to be a Participant of the Plan
and may participate herein as of the Commencement Date coincident
with or next following the date he or she has completed six
consecutive months of continuous employment with the Participating
Employer.
(b)
In the event any person becomes an Employee on account of a stock
purchase, asset purchase or similar acquisition by the Company,
such Employee shall have any continuous period of employment with
the predecessor company applied towards the satisfaction of the
six-month waiting period set forth in paragraph (a) above, and such
Employee shall be eligible to participate in the Plan on the
Commencement Date coincident with or next following the date he has
satisfied such six-month period.
(c)
In the event that an Excluded Employee becomes an Employee of a
Participating Employer due to a change in his customary employment
with a Participating Employer (as described in Section 2.01(n)),
such Employee shall have his continuous period of employment with
the Participating Employer (as an Excluded Employee) applied toward
satisfaction of the six-month waiting period set forth in paragraph
(a) above, and such Employee shall be eligible to participate in
the Plan on the Commencement Date coincident with or next following
the date he has satisfied such six-month period; provided, however,
that any such Employee who has more than two years of continuous
employment with a Participating Employer shall be eligible to
participate in the Plan on the Purchase Date coincident with or
next following the date he is an Employee and has satisfied such
two-year period (and may elect to make payroll deductions under
Section 3.03(d) for payroll periods ending on and after such
date).
3.02 Limitations.
Notwithstanding anything to the contrary contained in the Plan, no
Employee shall acquire the right to purchase shares of Common Stock
(i) if immediately after the Purchase Date, such Employee would own
5% or more of the total combined voting power or value of all
classes of stock of the Company or any Subsidiary, taking into
account in determining stock ownership any stock attributable to
such Employee under Section 424(d) of the Code or (ii) which would
permit such Employee’s right to purchase stock under all
employee stock purchase plans (to which Section 423 of the Code
applies) of the Company and its Subsidiaries, to accrue at a rate
which exceeds $25,000 of the Fair Market Value of such stock (as
determined as of each Purchase Date) for each calendar year, all as
specified in the manner provided by Section 423(b)(8) of the
Code.
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3.03
Participation.
(a)
Each Employee eligible to be a Participant in the Plan shall be
furnished a summary of the Plan and an Election Form by such
Employee’s Participating Employer. If an Employee elects to
participate hereunder, such Employee shall complete such form and
file it with his or her Participating Employer not later than the
Election Date for the next Plan Quarter. The completed Election
Form shall indicate the Contribution Rate authorized by the
Participant. If any Employee does n
