Exhibit 10.19
AMENDMENT NO. 2
TO THE
OMNICOM GROUP INC.
OMNICOM MANAGEMENT INC.
RESTRICTED STOCK DEFERRED COMPENSATION PLAN
******
WHEREAS, Omnicom Group Inc.
(“OGI”) and Omnicom Management Inc. (“OMI”)
adopted the Restricted Stock Deferred Compensation Plan (the
“Plan”); and
WHEREAS, it is appropriate to
amend the Plan for compliance with Section 409A of the Internal
Revenue Code of 1986, as amended;
NOW,
THEREFORE, the Plan is
hereby amended as set forth below:
FIRST
A new Section 2(e) is added to
the Plan to read as follows:
“ Cessation of Deferral
Elections . Effective January 1, 2009, no deferral elections
shall be permitted under this Section 2.”
SECOND
Section 4(a)(1) of the Plan is
revised to read as follows:
“ Termination of
Employment . Distribution in shares of Omnicom Stock no later
than January of the year following the Participant’s
“separation from service” within the meaning of Section
409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended
(the “Code”).”
THIRD
Section 4(b)(1) of the Plan is
revised to read as follows:
“Upon a Participant’s
death, the amount of the then-current balance credited to his or
her Plan Account shall be distributed in Omnicom Stock to the
designated beneficiary of the Participant, or if there is no
designated beneficiary or such beneficiary does not survive the
Participant, such payment shall then be made to the estate of the
Participant. The payment shall be made as soon as practicable after
the Participant’s death but no later than the later of (i)
December 31 st of the year of the Participant’s
death, or (ii) the fifteenth day of the third calendar month
following the Participant’s death.”
FOURTH
The second sentence of Section
4(b)(2) of the Plan is revised to read as follows:
“For purposes hereof, a
financial emergency is an “unforeseeable emergency”
within the meaning of Treas. Reg. Section 1.409A
-3(i)(3).”
FIFTH
A new sentence is added to the
end of Section 4(b)(3) to read as follows:
“Notwithstanding the
foregoing, no payment shall be made pursuant to this Section
4(b)(3) unless the Change in Control is also regarded as a
permissible payment e
