Exhibit 10.15
OMNICOM GROUP INC.
DIRECTOR COMPENSATION AND DEFERRED STOCK PROGRAM
1.
Purpose . The purpose of the Omnicom Group Inc. Director
Compensation and Deferred Stock Program (the “ Program
”) is to promote the success and enhance the value of Omnicom
Group Inc. (the “ Company ”) by linking the
personal interests of the members of the Board of Directors of the
Company to those of Company stockholders and by providing such
members with an incentive for outstanding performance to generate
superior returns to Company stockholders.
2.
Incentive Plan . The Program is adopted under the Omnicom
Group Inc. 2007 Incentive Award Plan (the “ Incentive
Plan ”). Capitalized terms used herein but not defined
herein will have the meanings ascribed to them in the Incentive
Plan.
3.
Administration . The Program will be administered by the
Committee subject to, and in accordance with, the terms of the
Incentive Plan, including but not limited to Articles 3, 4, 8, 10,
11, 12, 13, 14 and 15 1 of the Incentive Plan. The
Committee will have full power and authority, subject to the
provisions of the Program and the Incentive Plan, to supervise
administration and to interpret the provisions of the Program and
to authorize and supervise any crediting of Deferred Stock or
issuance or payment of Stock hereunder. Any determination or action
of the Committee in connection with the interpretation or
administration of the Program will be final, conclusive and binding
on all parties. No member of the Committee will be liable for any
determination made, or any decision or action taken, with respect
to the Program.
4.
Eligibility . Each Director who is not an Employee or a
former Employee will be eligible to receive Deferred Stock in
accordance with the Program, provided that shares of Stock remain
available for issuance hereunder in accordance with Article 3 of
the Incentive Plan. Each such eligible Director who elects to
participate in the Program will be referred to herein as a “
Participant ”.
5.
Director Compensation Generally . The amount of compensation
paid to each Participant for services as a Director (the “
Director Compensation ”) will be determined from time
to time in accordance with the Company’s By-laws and
applicable law.
(a)
Each Participant will receive on a quarterly basis a number of
shares of Stock equal in value to $25,000 (or such other amount as
determined by the Board from time to time) divided by the Fair
Market Value of one common share on the day immediately preceding
the date of the award for services to be performed in the following
quarter. Subject to Section 6 below, quarterly payments will be
paid on the first business day following the annual meeting of the
Company’s stockholders and on the 3, 6, and 9-month
anniversaries, respectively, of such date.
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The referenced
Articles of the Incentive Plan are titled as follows: 3 (Shares
Subject to the Plan), 4 (Eligibility and Participation), 8 (Other
Types of Awards), 10 (Provisions Applicable to Awards), 11 (Changes
in Capital Structure), 12 (Administration), 13 (Effective and
Expiration Date), 14 (Amendment, Modification and Termination) and
15 (General Provisions).
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(b)
Each Participant may elect to receive all or a portion of his or
her remaining Director Compensation in cash or in Stock.
6.
Deferral Elections .
(a)
With respect to the Director Compensation that is payable in shares
of Stock under Section 5(a) of the Program and the remaining
portion of Director Compensation that a Participant elects to
receive in Stock under Section 5(b) of the Program, each
Participant may further make an irrevocable deferral election (a
“ Deferral Election ”) to defer payment of all
or a portion of such Stock in accordance with the terms of the
Program.
(b)
In order to make a Deferral Election pursuant to Section 6(a) of
the Program, the Participant must deliver to the Company a written
notice in a form prescribed by the Company (the “ Deferral
Election Form ”) setting forth (1) the percentage of the
Participant’s total Director Compensation otherwise payable
in cash that the Participant elects to be paid in Stock, (2) the
percentage of the Participant’s Director Compensation payable
in Stock that the Participant elects to be deferred and paid in
Deferred Stock, and (3) the Deferred Payment Date (as defined
below) elected by the Participant.
(c)
The Deferral Election Form must be delivered no later than the last
business day prior to the commencement of the calendar year for
which the Director Compensation would be payable (the “
Service Year ”) and will be effective with respect to
Director Compensation earned for such Service Year; provided that
an eligible Director who is initially elected to the Board may
deliver the Deferral Election Form within 30 days of the date on
which such Director becomes a Director, and such Deferral Election
Form will be irrevocable as of the close of business on the date it
is delivered and will be effective with respect to Director
Compensation earned after the date it is delivered for the
remainder of the Service Year in which such Director becomes a
Director. 2 In the event that a Participant becomes an
Employee and continues to receive Director Compensation, (1) the
Participant’s Deferral Election for the Service Year in which
such Participant becomes an Employee will be effective through the
end of such Service Year, and (2) the Participant will not be
eligible to participate in the Program at any time after such
Service Year.
(d)
For purposes of the Program, the “ Deferred Payment
Date ”, as elected by the Participant, will be any of (1)
the date of termination of the Participant’s services as a
Director, subject to Section 6(e) of the Program, (2) a specified
annual anniversary of such date of termination, subject to Section
6(e) of the Program, or (3) a specified date that is after December
31 of the Service Year. The Deferral Election Form will be
irrevocable with respect to such Direc
