Exhibit 10.17
OMNICOM GROUP INC.
OMNICOM MANAGEMENT INC.
RESTRICTED STOCK
DEFERRED COMPENSATION PLAN
Section 1. Purpose and
Administration .
(a)
Purpose . The purpose of this Restricted Stock Deferred
Compensation Plan (the “Plan”) is to assist a select
group of key employees of Omnicom Group Inc. (“OGI”)
and Omnicom Management Inc. (together, “Omnicom”) in
their financial planning by providing a means for the deferral of
some or all of their awards of shares of restricted stock of OGI
(“Restricted Stock”). It is anticipated that the Plan
will aid in attracting and retaining key management employees
required for the continued growth and profitability of
Omnicom.
(b)
Administration . The Plan shall be administered by the
Restricted Stock Deferred Compensation Plan Committee (the
“Committee”) consisting of the Chief Financial Officer
of OGI (the “CFO”) and such other members (if any)
appointed by the CFO. Members of the Committee shall serve at the
pleasure of the CFO. Vacancies occurring in the membership of the
Committee shall be filled by appointment of the CFO. The Committee
shall maintain written minutes of its meetings. A majority of the
Committee shall constitute a quorum, and the acts of a majority of
the members present at any meeting at which a quorum is present, or
acts approved in writing by all the members, shall be acts of the
Committee.
(c)
Powers/Duties/Liabilities and of the Committee . The
Committee shall implement the Plan, and may adopt rules and
regulations in furtherance thereof which are not inconsistent with
any express provisions of the Plan. The Committee shall construe
and interpret the Plan and any rules or regulations it has adopted,
and make such determinations (including without limitation
determinations of fact) as it determines are necessary or advisable
for the administration of the Plan. The interpretations and
determinations of the Committee shall be binding and conclusive.
The Committee may amend the Plan in its discretion. A member of the
Committee who is a Participant (as hereinafter defined) may not
vote or take any other action on any question or matter relating
solely to himself or herself (as opposed to questions or matters
affecting Participants in general). No member of the Committee
shall be liable for any action taken or omitted in connection with
the administration of the Plan unless attributable to such
member’s willful misconduct that results in a material breach
of this Plan.
Section 2. Participation
.
(a)
Eligible Employees . On or before December 31st of each
calendar year during the term of this Plan, the Committee shall
designate the key employees of Omnicom who are eligible to
participate in the Plan by giving each such employee oral or
written notice of eligibility.
(b)
Deferral Elections . Each eligible employee may participate
in the Plan by furnishing the Committee, on or before December 31
of the year, with an election (a “Deferral Election”)
signed by the employee, pursuant to which the employee elects to
relinquish some or all of the shares of Restricted Stock in which
the employee may vest during the one-year vesting
period beginning in the following
the calendar year. An eligible employee who signs and returns a
Deferral Election to the Committee shall become a
“Participant” in the Plan. A Participant’s
Deferral Election with respect to a calendar year shall be
irrevocable.
(c)
Initial Deferral Election . Notwithstanding Section 2(b)
hereof, an employee who is first notified of his eligibility to
participate in the Plan may elect on or before December 31st of the
year in which he is so notified to relinquish some or all of his
shares of Restricted Stock that may otherwise vest during the next
calendar year.
(d)
Return of Escrowed Shares . Shares of Restricted Stock that
are covered by a Deferral Election shall constitute “Deferred
Shares”. The Committee shall notify the Escrow Agent (as
defined in the Restricted Stock Award Agreement) of a
Participant’s Deferral Election and shall instruct the Escrow
Agent to return to OGI the Deferred Shares covered by the Deferral
Election no later than 30 calendar days prior to the date the
Deferred Shares would otherwise have vested in the absence of the
Deferral Election. Each Participant’s participation in the
Plan shall be conditioned upon the Participant’s execution of
such transfer documents as the Committee determines may be
necessary or appropriate to cause the Deferred Shares to be
transferred to OGI.
Section 3. Plan Accounts
.
(a)
Plan Accounts . The Committee shall establish an account on
the books of OGI (a “Plan Account”) for each
Participant who furnishes a Deferral Election and shall credit the
Participant’s Plan Account with a number of Deferred Shares
equal to the number of shares of Restricted Stock that would have
vested in the absence of the Participant’s Deferral Election.
The Committee shall also establish, to the extent necessary,
separate subaccounts of a Participant’s Plan Account to
reflect the Participant’s Deferral Election for different
calendar years. The Committee shall debit the Plan Account of a
Participant each time a distribution is made to the Participant
from his Plan Account.
(b)
Distributions: Adjustments .
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(1)
Cash Distributions . Omnicom shall pay to each Participant
an amount equal to the cash dividends that would have been paid on
the shares of Restricted Stock in the absence of the
Participant’s Deferral Election. Such amounts shall be paid
at the time cash dividends are paid on the common stock of OGI
(“Omnicom Stock”).
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(2)
Changes in Capitalization . If any change shall occur in or
affect shares of Omnicom Stock on account of a merger,
consolidation, reorganization, stock dividend, stock split or
combination, reclassification, recapitalization, distribution to
holders of shares of Omnicom Stock (other than cash dividends) or
such similar event (as determined by the Committee in its
discretion), the Committee may make such adjustments, if any, that
it deems necessary or equitable in each Participant’s Plan
Account in order to prevent the dilution or enlargement of the
Participant’s benefits under the Plan.
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(c)
Statements . As soon as practicable following the close of a
calendar year, the Committee shall furnish to each Participant
having a Plan Account a statement setting forth the number of
Deferred Shares in his or her Plan Account at the close of such
calendar year.
(d)
Nature of Omnicom’s Obligations/Participant’s
Rights . Omnicom’s liability to pay the amount in a
Participant’s Plan Account shall be reflected in its books of
account as a general, unsecured and unfunded obligation, and the
rights of a Participant or his or her designated beneficiary to
receive payments from Omnicom under the Plan are solely those of a
general, unsecured creditor. Omnicom shall not be required to
segregate any of its assets in respect to its obligations
hereunder, and a Participant or designated beneficiary shall not
have any interest whatsoever, vested or contingent, in any
properties or assets of Omnicom. Without limiting the generality or
effect of the foregoing, a Participant shall have no voting rights
with respect to Deferred Shares.
(e)
No Trust . Nothing contained in the Plan and no action taken
pursuant to the provisions hereof shall create or be construed to
create a trust of any kind, or a
