Exhibit 10.1
  


INDEMNIFICATION
  AGREEMENT 


        This
  Indemnification Agreement (“Agreement”) is made as of _______________,
  20___ by and between OMNICOM GROUP INC., a New York corporation (the “Company”),
  and ____________________ (“Indemnitee”). 


RECITALS 


        WHEREAS,
  highly competent persons have become more reluctant to serve publicly-held corporations
  as directors or in other capacities unless they are provided with adequate protection
  through insurance or adequate indemnification against inordinate risks of claims
  and actions against them arising out of their service to and activities on behalf
  of the corporation and the uncertainties relating to such insurance and to indemnification
  have increased the difficulty of attracting and retaining such persons; 


        WHEREAS,
  the Board of Directors of the Company (the “Board”) has determined
  that, (i) in order to attract and retain qualified individuals, the Company
  will attempt to maintain on an ongoing basis, at its sole expense, liability
  insurance to protect persons serving the Company and its subsidiaries from certain
  liabilities; (ii) although the furnishing of such insurance has been a customary
  and widespread practice among United States-based corporations and other business
  enterprises, the Company believes that, given current market conditions and
  trends, such insurance may be available to it in the future only at higher premiums
  and with more exclusions; (iii) at the same time, directors, officers and other
  persons in service to corporations or business enterprises are being increasingly
  subjected to expensive and time-consuming litigation relating to, among other
  things, matters that traditionally would have been brought only against the
  Company or business enterprise itself; 


        WHEREAS,
  the Bylaws of the Company require indemnification of the officers and directors
  of the Company, and, although Indemnitee may also be entitled to indemnification
  pursuant to applicable provisions of the Business Corporation Law of the State
  of New York (“BCL”), the Bylaws and the BCL expressly provide that
  the indemnification provisions set forth therein are not exclusive, and thereby
  contemplate that contracts may be entered into between the Company and members
  of the board of directors, officers and other persons with respect to indemnification;
  


        WHEREAS,
  the Board has determined that the increased difficulty in attracting and retaining
  such persons is detrimental to the best interests of the Company’s stockholders
  and that the Company should act to assure such persons that there will be increased
  certainty of such protection in the future; 


        WHEREAS,
  it is reasonable, prudent and necessary for the Company contractually to obligate
  itself to indemnify, and to advance expenses on behalf of, such persons to the
  fullest extent permitted by applicable law so that they will serve or continue
  to serve the Company free from undue concern that they will not be so indemnified;
  

 

 
	 	 	 






        WHEREAS,
  this Agreement is a supplement to and in furtherance of the Bylaws of the Company
  and any resolutions adopted pursuant thereto, and shall not be deemed a substitute
  therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
  


        WHEREAS,
  Indemnitee does not regard the protection available under the Company’s
  Bylaws and insurance as adequate in the present circumstances, and may not be
  willing to serve as an officer or director without adequate protection, and
  the Company desires Indemnitee to serve in such capacity and Indemnitee is willing
  to serve, continue to serve and to take on additional service for or on behalf
  of the Company on the condition that he be so indemnified; 


        NOW,
  THEREFORE, in consideration of the premises and the covenants contained herein,
  the Company and Indemnitee, intending to be legally bound, do hereby covenant
  and agree as follows: 


        1.      
  Services to the Company. Indemnitee will serve or continue to serve as an officer,
  director or key employee of the Company for so long as Indemnitee is duly elected
  or appointed or until Indemnitee tenders his resignation. 


        2.      
  Definitions. As used in this Agreement: 


	 	(a) 	  	“Agent”
      means any person who is or was a director, officer, or employee of the Company
      or a subsidiary of the Company or other person authorized by the Company
      to act for the Company or any Enterprise (as defined below) relating thereto,
      including any such person serving in such capacity as a director, officer,
      employee, trustee, general partner, managing member, fiduciary, agent or
      other official of another corporation, partnership, limited liability company,
      joint venture, trust or other enterprise at the request of, for the convenience
      of, or to represent the interests of the Company or a subsidiary of the
      Company. 





	 	(b) 	  	“Beneficial
      Owner” and “Beneficial Ownership” have the meanings set forth
      in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in
      effect on the date hereof. 





	 	(c) 	  	“Change
      in Control” means the earliest to occur after the date of this Agreement
      of any of the following events: 





                                1.
  Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes
  the Beneficial Owner, directly or indirectly, of securities of the Company representing
  fifteen percent (15%) or more of the combined voting power of the Company’s
  then outstanding securities entitled to vote generally in the election of directors,
  unless (i) the change in the relative Beneficial Ownership of the Company’s
  securities by any Person results solely from a reduction in the aggregate number
  of outstanding shares of securities entitled to vote generally in the election
  of directors, or (ii) such acquisition was approved in advance by the Continuing
  Directors (as defined below) and such acquisition would not constitute a Change
  in Control under part (3) of this definition; 

 

 
	 	 	 




                                 2.
  Change in Board of Directors. Individuals who, as of the date hereof, constitute
  the Board, and any new director whose election by the Board or nomination for
  election by the Company’s stockholders was approved by a vote of at least
  two-thirds of the directors then still in office who were directors on the date
  hereof or whose election for nomination for election was previously so approved
  (collectively, the “Continuing Directors”), cease for any reason to
  constitute at least a majority of the members of the Board; 
                                3.
  Corporate Transactions. The effective date of a reorganization, merger or consolidation
  of the Company (a “Business Combination”), in each case, unless, following
  such Business Combination: (i) all or substantially all of the individuals and
  entities who were the Beneficial Owners of securities entitled to vote generally
  in the election of directors immediately prior to such Business Combination
  beneficially own, directly or indirectly, more than 51% of the combined voting
  power of the then outstanding securities of the Company entitled to vote generally
  in the election of directors resulting from such Business Combination (including,
  without limitation, a corporation which as a result of such transaction owns
  the Company or all or substantially all of the Company’s assets either
  directly or through one or more Subsidiaries) in substantially the same proportions
  as their ownership, immediately prior to such Business Combination, of the securities
  entitled to vote generally in the election of directors; (ii) no Person (excluding
  any corporation resulting from such Business Combination) is the Beneficial
  Owner, directly or indirectly, of 15% or more of the combined voting power of
  the then outstanding securities entitled to vote generally in the election of
  directors of such corporation except to the extent that such ownership existed
  prior to the Business Combination; and (iii) at least a majority of the Board
  of Directors of the corporation resulting from such Business Combination were
  Continuing Directors at the time of the execution of the initial agreement,
  or of the action of the Board of Directors, providing for such Business Combination;
  


                                4.
  Liquidation. The approval by the stockholders of the Company of a complete liquidation
  of the Company or an agreement or series of agreements for the sale or disposition
  by the Company of all or substantially all of the Company’s assets, other
  than factoring the Company’s current receivables or escrows due (or, if
  such approval is not required, the decision by the Board to proceed with such
  a liquidation, sale, or disposition in one transaction or a series of related
  transactions); or 


                                5.
  Other Events. There occurs any other event of a nature that would be required
  to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or
  a response to any similar item on any similar schedule or form) promulgated
  under the Exchange Act (as defined below), whether or not the Company is then
  subject to such reporting requirement. 


	 	(d) 	  	“Corporate
      Status” means the status of a Person (as defined below) who is or was
      an Agent of the Company or of any other Enterprise (as defined below) which
      such Person is or was serving at the request of the Company. 





	 	(e) 	  	“Disinterested
      Director” means a director of the Company who is not and was not a
      party to a Proceeding (as defined below) in respect of which indemnification
      is sought by Indemnitee. 




 

 
	 	 	 




 
 

	 	(f) 	  	“Enterprise”
      means the Company and any other corporation, constituent corporation (including
      any constituent of a constituent) absorbed in a consolidation or merger
      to which the Company (or any of its wholly owned subsidiaries) is a party,
      Subsidiary (as defined below), limited liability company, partnership, joint
      venture, trust, employee benefit plan or other enterprise of which Indemnitee
      is or was serving at the request of the Company as an Agent. 





	 	(g) 	  	“Exchange
      Act” means the Securities Exchange Act of 1934, as amended. 





	 	(h) 	  	“Expenses”
      means (i) attorneys’ fees and costs, retainers, court costs, transcript
      costs, fees of experts, witness fees, travel expenses, duplicating costs,
      printing and binding costs, telephone charges, postage, delivery service
      fees, and all other disbursements or expenses in connection with prosecuting,
      defending, preparing to prosecute or defend, investigating, being or preparing
      to be a witness in, or otherwise participating in, a Proceeding (as defined
      below); and (ii) includes Expenses incurred in connection with any appeal
      resulting from any Proceeding (as defined below), including without limitation
      the premium, security for, and other costs relating to any cost bond, supersedeas
      bond, or other appeal bond or its equivalent; provided, however, that Expenses
      excludes amounts paid in settlement by Indemnitee or the amount of judgments
      or fines against Indemnitee. 





	 	(i) 	  	“Fines”
      includes any excise tax assessed on Indemnitee with respect to any employee
      benefit plan; references to “serving at the request of the Company”
      shall include any service as an Agent of the Company which imposes duties
      on, or involves services by, such Agent with respect to an employee benefit
      plan, its participants or beneficiaries; and if Indemnitee acted in good
      faith and in a manner Indemnitee reasonably believed to be in the best interests
      of the participants and beneficiaries of an employee benefit plan, Indemnitee
      shall be deemed to have acted in a manner “not opposed to the best
      interests of the Company” as referred to in this Agreement. 





	 	(j) 	  	“Independent
      Counsel” means a law firm or a member of a law firm that is experienced
      in matters of corporation law and neither presently is, nor in the past
      five years has been, retained to represent (i) the Company or Indemnitee
      in any matter material to either such party (other than with respect to
      matters concerning the Indemnitee under this Agreement, or of other indemnitees
      under similar indemnification agreements); or (ii) any other party to a
      Proceeding (as defined below) giving rise to a claim for indemnification
      hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
      shall not include any Person (as defined below) who, under the applicable
      standards of professional conduct then prevailing, would have a conflict
      of interest in representing either the 




 

 
	 	 	 




 

 

	  	 Company or
      Indemnitee in an action to determine Indemnitee’s rights under this
      Agreement. 





	 	(k) 	  	“New
      York Court” means The Supreme Court, New York County or the United
      States District Court for the Southern District of New York. 




 

 
	 	 	 




  

	 	(l) 	  	“Person”
      has the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act
      as in effect on the date hereof; provided, however, that “Person”
      shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below)
      of the Company; (iii) any employee benefit plan or employment plan of the
      Company or of a Subsidiary (as defined below) of the Company or of any corporation
      owned, directly or indirectly, by the stockholders of the Company in substantially
      the same proportions as their ownership of stock of the Company; and (iv)
      any trustee or other fiduciary holding securities under an employee benefit
      plan or employment plan of the Company or of a Subsidiary (as defined below)
      of the Company or of a corporation owned directly or indirectly by the stockholders
      of the Company in substantially the same proportions as their ownership
      of stock of the Company. 





	 	(m) 	  	“Potential
      Change in Control” means the occurrence of any of the following events:
      (i) the Company enters into any written or oral agreement, undertaking or
      arrangement, the consummation of which would result in the occurrence of
      a Change in Control; (ii) any Person or the Company publicly announces an
      intention to take or consider taking actions which if consummated would
      constitute a Change in Control; (iii) any Person who becomes the Beneficial
      Owner, directly or indirectly, of securities of the Company representing
      5% or more of the combined voting power of the Company’s then outstanding
      securities entitled to vote generally in the election of directors increases
      his Beneficial Ownership of such securities by 5% or more over the percentage
      so owned by such Person on the date hereof; or (iv) the Board adopts a resolution
      to the effect that, for purposes of this Agreement, a Potential Change in
      Control has occurred. 





	 	(n) 	  	“Proceeding”
      includes any threatened, pending or completed action, suit, arbitration,
      alternate dispute resolution mechanism, investigation, inquiry, administrative
      hearing or any other actual, threatened or completed proceeding, whether
      brought in the right of the Company or otherwise and whether of a civil
      (including intentional or unintentional tort claims), criminal, administrative
      or investigative nature, in which Indemnitee was, is or will be involved
      as a party or otherwise by reason of the fact that Indemnitee is or was
      a director or officer of the Company, by reason of any action (or failure
      to act) taken by him or of any action (or failure to act) on his part while
      acting as an Agent of the Company, or by reason of the fact that he is or
      was serving at the request of the Company as an Agent of any other Enterprise,
      in each case whether or not serving in such capacity at the time any liability
      or expense is incurred for which indemnification, reimbursement, or advancement
      of expenses can be provided under this Agreement. 




 

 
	 	 	 




 

 

	 	(o) 	  	“Subsidiary,”
      with respect to any Person, means any corporation or other entity of which
      a majority of the voting power of the voting equity securities or equity
      interest is owned, directly or indirectly, by that Person. 





        3.
  Indemnification in Third-Party Proceedings. The Company hereby covenants and
  agrees to indemnify and hold harmless Indemnitee in accordance with the provisions
  of this Section 3 if Indemnitee is, or is threatened to be made, a party to
  or a participant (as a witness or otherwise) in any Proceeding, other than a
  Proceeding by or in the right of the Company to procure a judgment in its favor.
  Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses,
  judgments, Fines, liabilities, penalties and amounts paid in settlement (including
  all interest, assessments and other charges paid or payable in connection with
  or in respect of such Expenses, judgments, Fines, liabilities, penalties and
  amounts paid in settlement) actually and necessarily incurred by Indemnitee
  or on his behalf in connection with such Proceeding or any claim, issue or matter
  therein, if Indemnitee acted in good faith, for a purpose which he reasonably
  believed to be in, or, in the case of service for any other Enterprise, not
  opposed to, the best interests of the Company and, in criminal actions or Proceedings,
  in addition, had no reasonable cause to believe that his conduct was unlawful.
  


        4.
  Indemnification in Proceedings by or in the Right of the Company. The Company
  hereby covenants and agrees to indemnify and hold harmless Indemnitee in accordance
  with the provisions of this Section 4 if Indemnitee is, or is threatened to
  be made, a party to or a participant (as a witness or otherwise) in any Proceeding
  by or in the right of the Company or any other Enterprise to procure a judgment
  in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against
  all Expenses actually and necessarily incurred by him or on his behalf in connection
  with such Proceeding or any claim, issue or matter therein, if Indemnitee acted,
  in good faith, for a purpose which he reasonably believed to be in, or, in the
  case of service for any other Enterprise, not opposed to, the best interests
  of the Company. No indemnification for Expenses shall be made under this Section
  4 in respect of (i) a threatened action, or a pending action which is settled
  or otherwise disposed of, or (ii) any claim, issue or matter as to which Indemnitee
  shall have been adjudged to be liable to the Company, unless and only to the
  extent that the court in which the action was brought, or, if no action was
  brought, any court of competent jurisdiction, determines upon application that,
  in view of all the circumstances of the case, Indemnitee is fairly and reasonably
  entitled to indemnification for such portion of the settlement amount and Expenses
  as the court deems proper. 


        5.
  Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
  Notwithstanding any other provisions of this Agreement (and in furtherance of,
  and not as a limitation to, the indemnification provided thereunder), to the
  extent that Indemnitee is a party to (or a participant in) and is successful,
  on the merits or otherwise, in any Proceeding or in defense of any claim, issue
  or matter therein, in whole or in part, the Company shall indemnify and hold
  harmless Indemnitee against all Expenses actually and necessarily incurred by
  him in connection therewith. If Indemnitee is not wholly successful in such
  Proceeding but is successful, on the merits or otherwise, as to one or more
  but less than all claims, issues or matters in such Proceeding, the Company
  shall indemnify and hold harmless Indemnitee against all Expenses actually and
  necessarily incurred by him or on his behalf in connection with each successfully
  resolved claim, issue or matter. If the Indemnitee is not wholly successful
  in such Proceeding, the Company also shall indemnify and hold harmless Indemnitee
  against all Expenses 

 

 
	 	 	 




 

necessarily incurred in connection
  with a claim, issue or matter related to any claim, issue, or matter on which
  the Indemnitee was successful. For purposes of this Section and without limitation,
  the termination of any claim, issue or matter in such a Proceeding by dismissal,
  with or without prejudice, shall be deemed to be a successful result as to such
  claim, issue or matter. 


        6.        
  Indemnification for Expenses of a Witness. Notwithstanding any other
  provision of this Agreement, to the extent that Indemnitee is, by reason of
  his Corporate Status, a witness in any Proceeding to which Indemnitee is not
  a party, the Company hereby covenants and agrees to indemnify and hold harmless
  the Indemnitee against all Expenses actually and necessarily incurred by him
  or on his behalf in connection therewith. 


        7.
          Additional Indemnification.
  


                   (a)
  Notwithstanding any limitation in Sections 3, 4, or 5 or in Sections 721 through
  726 of the BCL or any other applicable statutory provision, the Company hereby
  covenants and agrees to indemnify and hold harmless Indemnitee to the fullest
  extent permitted by applicable law if Indemnitee is made, or is threatened to
  be made, a party to any Proceeding (including a Proceeding by or in the right
  of the Company to procure a judgment in its favor) against all Expenses, judgments,
  Fines, penalties and amounts paid in settlement (including all interest, assessments
  and other charges paid or payable in connection with or in respect of such Expenses,
  judgments, Fines, penalties and amounts paid in settlement) actually and necessarily
  incurred by Indemnitee in connection with the Proceeding. No indemnification
  shall be made under this Section 7(a) on account of Indemnitee’s conduct
  which, through a final judicial adjudication, has been determined to constitute
  either a breach of Indemnitee’s duty of loyalty to the Company or its investors
  or is an act or omission not in good faith or which involves intentional misconduct
  or a knowing violation of the law. 


                   (b)
  For purposes of this Agreement, including without limitation Section 7(a) hereof,
  “to the fullest extent permitted by applicable law” includes, without
  limitation: (i) to the fullest extent authorized or permitted by the then-applicable
  provisions of the BCL or any other applicable statutory provision, that authorize
  or contemplate indemnification by agreement, or the corresponding provision
  of any amendment to or replacement of the BCL or other applicable statutory
  provision; and (ii) to the fullest extent authorized or permitted by any amendments
  to or replacements of the BCL or other applicable statutory provision, adopted
  after the date of this Agreement that increase the extent to which the Company
  or any other Enterprise may indemnify its Agents or other Persons holding similar
  fiduciary responsibilities. 


        8.
          Contribution in the Event of
  Joint Liability. 


                   (a)
  To the fullest extent permitted by applicable law, if the indemnification and
  hold harmless rights provided for in this Agreement are unavailable to Indemnitee
  in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying
  and holding harmless Indemnitee, shall pay, in the first instance, the entire
  amount incurred by Indemnitee, whether for judgments, liabilities, Fines, penalties,
  amounts paid or to be paid in settlement and/or for Expenses, in connection
  with any Proceeding without requiring Indemnitee to contribute to such payment,
  and the Company hereby waives and relinquishes any right of contribution it
  may have at any time against Indemnitee. 

 

 
	 	 	 




 

                   (b)
  The Company shall not enter into any settlement of any Proceeding in which the
  Company is jointly liable with Indemnitee (or would be if joined in such Proceeding)
  unless such settlement provides for a full and final release of all claims asserted
  against Indemnitee. 


                   (c)
  The Company hereby covenants and agrees to fully indemnify and hold harmless
  Indemnitee from any claims for contribution which may be brought by officers,
  directors or employees of the Company other than Indemnitee who may be jointly
  liable with Indemnitee. 


        9.       
  Exclusions. Notwithstanding any provision in this Agreement, the Company shall
  not be obligated under this Agreement to make any indemnification in connection
  with any claim made against Indemnitee: 


	 	(a) 	  	for which
      payment has actually been received by or on behalf of Indemnitee under any
      insurance policy or other indemnification provision, except with respect
      to any excess beyond the amount actually received under any insurance policy,
      contract, agreement, other indemnification provision or otherwise; 





	 	(b) 	  	for an accounting
      of profits made from the purchase and sale (or sale and purchase) by Indemnitee
      of securities of the Company within the meaning of Section 16(b) of the
      Exchange Act or similar provisions of state statutory law or common law;
      





	 	(c) 	  	except as
      otherwise provided in Sections 14(e) and (f) hereof, prior to a Change in
      Control, in connection with any Proceeding (or any part of any Proceeding)
      initiated by Indemnitee, including any Proceeding (or any part of any Proceeding)
      initiated by Indemnitee against the Company or its directors, officers,
      employees or other indemnitees, unless (i) the Board authorized the Proceeding
      (or any part of any Proceeding) prior to its initiation; or (ii) the Company
      provides the indemnification, in its sole discretion, pursuant to the powers
      vested in the Company under applicable law; and/or 





	 	(d) 	  	where the
      indemnification would be: (i) inconsistent with the law of the state of
      New York; (ii) inconsistent with a provision of the certificate of incorporation,
      a bylaw, a resolution of the board or of the shareholders, an agreement
      or other proper corporate action, in effect prior to and at the time of
      the accrual of the alleged cause of action asserted in the Proceeding in
      which the Expenses were incurred or other amounts were paid, which prohibits
      or otherwise limits indemnification; or (iii) if there has been a settlement
      that is approved by a court of competent jurisdiction and provides that
      the indemnification would be inconsistent with any condition with respect
      to indemnification expressly imposed by such court in approving the settlement.
      




 

 
	 	 	 




 

 

	10. 	  	Advances of
      Expenses; Defense of Claim. 





	 	(a) 	  	Notwithstanding
      any provision of this Agreement to the contrary, and to the fullest extent
      permitted by applicable law, the Company shall advance the Expenses incurred
      by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee
      within three (3) months) in connection with any Proceeding within ten (10)
      days after the receipt by the Company of a statement or statements requesting
      such advances from time to time, whether prior to or after final disposition
      of any Proceeding. Advances shall be unsecured and interest free. Advances
      shall be made without regard to Indemnitee’s ability to repay the Expenses
      and without regard to Indemnitee’s ultimate entitlement to indemnification
      under the other provisions of this Agreement. Advances shall include any
      and all reasonable Expenses incurred pursuing a Proceeding to enforce this
      right of advancement, including Expenses incurred preparing and forwarding
      statements to the Company to support the advances claimed. The Indemnitee
      shall qualify for advances, to the fullest extent permitted by applicable
      law, solely upon the execution and delivery to the Company of an undertaking
      providing that the Indemnitee undertakes to repay the advance to the extent
      that it is ultimately determined that Indemnitee is not entitled to be indemnified
      by the Company or to the extent the Expenses so advanced exceed the indemnification
      to which Indemnitee is entitled under the provisions of this Agreement,
      the Bylaws of the Company, applicable law or otherwise. This Section 10(a)
      shall not apply to any claim made by Indemnitee for which indemnification
      is excluded pursuant to Section 9. 





	 	(b) 	  	The Company
      will be entitled to participate in the Proceeding at its own expense. 





	 	(c) 	  	The Company
      shall not settle any action, claim or Proceeding (in whole or in part) which
      would impose any Expense, judgment, Fine, penalty or limitation on the Indemnitee
      without the Indemnitee’s prior written consent. 





	11. 	  	Procedure
      for Notification and Application for Indemnification. 





	 	(a) 	  	Indemnitee
      agrees to notify promptly the Company in writing upon being served with
      any summons, citation, subpoena, complaint, indictment, information or other
      document relating to any Proceeding or matter which may be subject to indemnification
      or advancement of Expenses covered hereunder. The failure of Indemnitee
      to so notify the Company shall not relieve the Company of any obligation
      which it may have to the Indemnitee under this Agreement, or otherwise.
      




 

 
	 	 	 




 

 

	 	(b) 	  	Indemnitee
      may deliver to the Company a written application to indemnify and hold harmless
      Indemnitee in accordance with this Agreement. Such application(s) may be
      delivered from time to time and at such time(s) as Indemnitee deems appropriate
      in his or her sole discretion. Following such a written application for
      indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification
      shall be determined according to Section 12(a) of this Agreement. 





	12. 	  	Procedure
      Upon Application for Indemnification. 





	 	(a) 	  	A determination,
      if required by applicable law, with respect to Indemnitee’s entitlement
      to indemnification shall be made in the specific case by one of the following
      methods: (i) by the Board acting by a quorum consisting of directors who
      are not parties to such Proceeding upon a finding that Indemnitee has met
      the standard of conduct set forth in the Agreement and the BCL; or (ii)
      if a quorum under subparagraph (a)(i) is not obtainable or, even if obtainable,
      a quorum of Disinterested Directors so directs: (a) by the Board upon the
      opinion in writing of Independent Counsel that indemnification is proper
      in the circumstances because the applicable standard of conduct set forth
      in this Agreement and the BCL has been met by Indemnitee, or (b) by the
      shareholders upon a finding that Indemnitee has met the applicable standard
      of conduct set forth in such sections. 





	 	(b) 	  	The Company
      promptly will advise Indemnitee in writing with respect to any determination
      that Indemnitee is or is not entitled to indemnification, including a description
      of any reason or basis for which indemnification has been denied. If it
      is so determined that Indemnitee is entitled to indemnification, payment
      to Indemnitee shall be made within ten (10) days after such determination.
      Indemnitee shall reasonably cooperate with the Person, Persons or entity
      making such determination with respect to Indemnitee’s entitlement
      to indemnification, including providing to such Person, Persons or entity
      upon reasonable advance request any documentation or information which is
      not privileged or otherwise protected from disclosure and which is reasonably
      available to Indemnitee and reasonably necessary to such determination.
      Any costs or Expenses (including attorneys’ fees and disbursements)
      incurred by Indemnitee in so cooperating with the Person, Persons or entity
      making such determination shall be borne by the Company (irrespective of
      the determination as to Indemnitee’s entitlement to indemnification)
      and the Company hereby indemnifies and agrees to hold Indemnitee harmless
      therefrom. 





	 	(c) 	  	In the event
      the determination of entitlement to indemnification is to be made by Independent
      Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall
      be selected as provided in this Section 12(c). The Independent Counsel shall
      be selected by Indemnitee (unless Indemnitee shall request that such selection
      be made by the Board), and 




 

 
	 	 	 




 

 

	  	 Indemnitee
      shall give written notice to the Company advising it of the identity of
      the Independent Counsel so selected and certifying that the Independent
      Counsel so selected meets the requirements of “Independent Counsel”
      as defined in Section 2 of this Agreement. If the Independent Counsel is
      selected by the Board, the Company shall give written notice to Indemnitee
      advising him of the identity of the Independent Counsel so selected and
      certifying that the Independent Counsel so selected meets the requirements
      of “Independent Counsel” as defined in Section 2 of this Agreement.
      In either event, Indemnitee or the Company, as the case may be, may, within
      ten (10) days after such written notice of selection shall have been received,
      deliver to the Company or to Indemnitee, as the case may be, a written objection
      to such selection; provided, however, that such objection may be asserted
      only on the ground that the Independent Counsel so selected does not meet
      the requirements of “Independent Counsel” as defined in Section 2
      of this Agreement, and the objection shall set forth with particularity
      the factual basis of such assertion. Absent a proper and timely objection,
      the Person so selected shall act as Independent Counsel. If such written
      objection is so made and substantiated, the Independent Counsel so selected
      may not serve as Independent Counsel unless and until such objection is
      withdrawn or a court of competent jurisdiction has determined that such
      objection is without merit. If, within twenty (20) days after submission
      by Indemnitee of a written request for indemnification pursuant to Section 11(b)
      hereof, no Independent Counsel shall have been selected and not objected
      to, either the Company or Indemnitee may petition the New York Court for
      resolution of any objection which shall have been made by the Company or
      Indemnitee to the other’s selection of Independent Counsel and/or for
      the appointment as Independent Counsel of a Person selected by the New York
      Court, and the Person with respect to whom all objections are so resolved
      or the Person so appointed shall act as Independent Counsel under Section 12(a)
      hereof. Upon the due commencement of any judicial Proceeding or arbitration
      pursuant to Section 14(a) of this Agreement, Independent Counsel shall be
      discharged and relieved of any further responsibility in such capacity (subject
      to the applicable standards of professional conduct then prevailing). 





	 	(d) 	  	The Company
      agrees to pay the reasonable fees and Expenses of Independent Counsel and
      to fully indemnify and hold harmless such Independent Counsel against any
      and all Expenses, claims, liabilities and damages arising out of or relating
      to this Agreement or its engagement pursuant hereto. 




 

 
	 	 	 




 

 

	13. 	  	Presumptions
      and Effect of Certain Proceedings. 





	 	(a) 	  	In making
      a determination with respect to entitlement to indemnification hereunder,
      the Person, Persons or entity making such determination shall presume that
      Indemnitee is entitled to indemnification under this Agreement if Indemnitee
      has submitted a request for indemnification in accordance with Section 11(b)
      of this Agreement, and the Company shall have the burden of proof to overcome
      that presumption in connection with the making by any Person, Persons or
      entity of any determination contrary to that presumption. Neither the failure
      of the Company (including by its directors or Independent Counsel) to have
      made a determination prior to the commencement of any action pursuant to
      this Agreement that indemnification is proper in the circumstances because
      Indemnitee has met the applicable standard of conduct, nor an actual determination
      by the Company (including by its directors or Independent Counsel) that
      Indemnitee has not met such applicable standard of conduct, shall be a defense
      to the action or create a presumption that Indemnitee has not met the applicable
      standard of conduct. 





	 	(b) 	  	If the Person,
      Persons or entity empowered or selected under Section 12 of this Agreement
      to determine whether Indemnitee is entitled to indemnification shall not
      have made a determination within thirty (30) days after receipt by the Company
      of the request therefor, the requisite determination of entitlement to indemnification
      shall be deemed to have been made and Indemnitee shall be entitled to such
      indemnification, absent (i) a misstatement by Indemnitee of a material fact,
      or an omission of a material fact necessary to make Indemnitee’s statement
      not materially misleading, in connection with the request for indemnification,
      or (ii) a final judicial determination that any or all such indemnification
      is expressly prohibited under applicable law; provided, however, that such
      30-day period may be extended for a reasonable time, not to exceed an additional
      fifteen (15) days, if the Person, Persons or entity making the determination
      with respect to entitlement to indemnification in good faith requires such
      additional time for the obtaining or evaluating of documentation and/or
      information relating thereto. 





	 	(c) 	  	The termination
      of any Proceeding or of any claim, issue or matter therein, by judgment,
      order, settlement, conviction, or upon a plea of nolo contendere or its
      equivalent, shall not (except as otherwise expressly provided in this Agreement)
      of itself adversely affect the right of Indemnitee to indemnification or
      create a presumption that Indemnitee did not act in good faith and in a
      manner which he reasonably believed to be in or not opposed to the best
      interests of the Company or other Enterprise or, with respect to any criminal
      Proceeding, that Indemnitee had reasonable cause to believe that his conduct
      was unlawful. 




 

 
	 	 	 




 

 

	 	(d) 	  	For purposes
      of any determination of good faith, Indemnitee shall be deemed to have acted
      in good faith if Indemnitee’s action is based on the records or books
      of account of the Company or other Enterprise, including financial statements,
      or on information supplied to Indemnitee by the officers of the Company
      or other Enterprise in the course of their duties, or on the advice of legal
      counsel for the Enterprise or on information or records given or reports
      made to the Company or other Enterprise by an independent certified public
      accountant or by an appraiser or other expert selected by the Company or
      other Enterprise. The provisions of this Section 13(d) shall not be deemed
      to be exclusive or to limit in any way the other circumstances in which
      the Indemnitee may be deemed or found to have met the applicable standard
      of conduct set forth in this Agreement. 





	 	(e) 	  	The knowledge
      and/or actions, or failure to act, of any other Agent of the Company or
      other Enterprise shall not be imputed to Indemnitee for purposes of determining
      the right to indemnification under this Agreement. 





	14. 	  	Remedies of
      Indemnitee. 





	 	(a) 	  	In the event
      that (i) a determination is made pursuant to Section 12 of this Agreement
      that Indemnitee is not entitled to indemnification under this Agreement,
      (ii) advancement of Expenses, to the fullest extent permitted by applicable
      law, is not timely made pursuant to Section 10 of this Agreement, (iii)
      no determination of entitlement to indemnification shall have been made
      pursuant to Section 12(a) of this Agreement within thirty (30) days after
      receipt by the Company of the request for indemnification, (iv) payment
      of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence
      of Section 12(b) of this Agreement within ten (10) days after receipt by
      the Company of a written request therefor, (v) a contribution payment is
      not made in a timely manner pursuant to Section 8 of this Agreement, or
      (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement
      is not made within ten (10) days after a determination has been made that
      Indemnitee is entitled to indemnification, Indemnitee shall be entitled
      to an adjudication by the New York Court to such indemnification, contribution
      or advancement of Expenses. Alternatively, Indemnitee, at his option, may
      seek an award in arbitration to be conducted by a single arbitrator pursuant
      to the Commercial Arbitration Rules of the American Arbitration Association.
      Except as set forth herein, the provisions of New York law (without regard
      to its conflict of laws rules) shall apply to any such arbitration. The
      Company shall not oppose Indemnitee’s right to seek any such adjudication
      or award in arbitration. 





	 	(b) 	  	In the event
      that a determination shall have been made pursuant to Section 12(a) of this
      Agreement that Indemnitee is not entitled to indemnification, any judicial
      Proceeding or arbitration commenced pursuant to this 




 

 
	 	 	 




 

 

	  	 Section 14
      shall be conducted in all respects as a de novo trial, or arbitration, on
      the merits and Indemnitee shall not be prejudiced by reason of that adverse
      determination. In any judicial Proceeding or arbitration commenced pursuant
      to this Section 14, Indemnitee shall be presumed to be entitled to indemnification
      under this Agreement and the Company shall have the burden of proving Indemnitee
      is not entitled to indemnification or advancement of Expenses, as the case
      may be, and the Company may not refer to or introduce into evidence any
      determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee
      for any purpose. If Indemnitee commences a judicial Proceeding or arbitration
      pursuant to this Section 14, Indemnitee shall not be required to reimburse
      the Company for any advances pursuant to Section 10 until a final determination
      is made with respect to Indemnitee’s entitlement to indemnification
      (as to which all rights of appeal have been exhausted or lapsed). 





	 	(c) 	  	If a determination
      shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee
      is entitled to indemnification, the Company shall be bound by such determination
      in any judicial Proceeding or arbitration commenced pursuant to this Section 14,
      absent (i) a misstatement by Indemnitee of a material fact, or an omission
      of a material fact necessary to make Indemnitee’s statement not materially
      misleading, in connection with the request for indemnification; or (ii)
      a prohibition of such indemnification under applicable law. 





	 	(d) 	  	The Company
      shall be precluded from asserting in any judicial Proceeding or arbitration
      commenced pursuant to this Section 14 that the procedures and presumptions
      of this Agreement are not valid, binding and enforceable and shall stipulate
      in any such court or before any such arbitrator that the Company is bound
      by all the provisions of this Agreement. 





	 	(e) 	  	The Company
      shall indemnify and hold harmless Indemnitee to the fullest extent permitted
      by applicable law against all Expenses and, if requested by Indemnitee,
      shall (within ten (10) days after the Company’s receipt of such written
      request) advance to Indemnitee, to the fullest extent permitted by applicable
      law, such Expenses which are incurred by Indemnitee in connection with any
      judicial Proceeding or arbitration brought by Indemnitee (i) to enforce
      his rights under, or to recover damages for breach of, this Agreement or
      any other indemnification, advancement or contribution agreement or provision
      of the Company’s Bylaws now or hereafter in effect; or (ii) for recovery
      or advances under any insurance policy maintained by any Person for the
      benefit of Indemnitee, regardless of whether Indemnitee ultimately is determined
      to be entitled to such indemnification, advance, contribution or insurance
      recovery, as the case may be. 




 

 
	 	 	 




 

 

	 	(f) 	  	Interest shall
      be paid by the Company to Indemnitee at the legal rate under New York law
      for amounts which the Company indemnifies or is obliged to indemnify for
      the period commencing with the date on which Indemnitee requests indemnification,
      contribution, reimbursement or advancement of any Expenses and ending with
      the date on which such payment is made to Indemnitee by the Company. 





        15.
  Establishment of Trust. In the event of a Potential Change in Control, the Company
  shall, upon written request by Indemnitee, create a trust for the benefit of
  Indemnitee (the “Trust”) and from time to time upon written request
  of Indemnitee shall fund such Trust in an amount sufficient to satisfy any and
  all Expenses reasonably anticipated at the time of each such request to be incurred
  in connection with investigating, preparing for, participating in or defending
  any Proceedings, and any and all judgments, Fines, penalties and amounts paid
  in settlement (including all interest, assessments and other charges paid or
  payable in connection with or in respect of such judgments, Fines penalties
  and amounts paid in settlement) in connection with any and all Proceedings from
  time to time actually paid or claimed, reasonably anticipated or proposed to
  be paid. The trustee of the Trust (the “Trustee”) shall be a bank
  or trust company or other individual or entity chosen by the Indemnitee and
  reasonably acceptable to the Company. Nothing in this Section 15 shall relieve
  the Company of any of its obligations under this Agreement. The amount or amounts
  to be deposited in the Trust pursuant to the foregoing funding obligation shall
  be determined by mutual agreement of the Indemnitee and the Company or, if the
  Company and the Indemnitee are unable to reach such an agreement, by Independent
  Counsel selected in accordance with Section 12(c) of this Agreement. The terms
  of the Trust shall provide that, except upon the consent of both the Indemnitee
  and the Company, upon a Change in Control: (a) the Trust shall not be revoked,
  or the principal thereof invaded, without the written consent of the Indemnitee;
  (b) the Trustee shall advance, to the fullest extent permitted by applicable
  law, within two (2) business days of a request by the Indemnitee and upon the
  execution and delivery to the Company of an undertaking providing that the Indemnitee
  undertakes to repay the advance to the extent that it is ultimately determined
  that Indemnitee is not entitled to be indemnified by the Company, any and all
  Expenses to the Indemnitee; (c) the Trust shall continue to be funded by the
  Company in accordance with the funding obligations set forth above; (d) the
  Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee
  shall be entitled to indemnification pursuant to this Agreement or otherwise;
  and (e) all unexpended funds in such Trust shall revert to the Company upon
  mutual agreement by the Indemnitee and the Company or, if the Indemnitee and
  the Company are unable to reach such an agreement, by Independent Counsel selected
  in accordance with Section 12(c) of this Agreement, that the Indemnitee has
  been fully indemnified under the terms of this Agreement. The Trust shall be
  governed by New York law (without regard to its conflicts of laws rules) and
  the Trustee shall consent to the exclusive jurisdiction of the New York Court
  in accordance with Section 23 of this Agreement. 


        16.
  Security. Notwithstanding anything herein to the contrary, to the extent requested
  by the Indemnitee and approved by the Board, the Company may at any time and
  from time to time provide security to the Indemnitee for the Company’s
  obligations hereunder through an irrevocable bank line of credit, funded trust
  or other collateral. Any such security, once provided to the Indemnitee, may
  not be revoked or released without the prior written consent of the Indemnitee.
  

 

 
	 	 	 




 

 

	17. 	  	Non-Exclusivity;
      Survival of Rights; Insurance; Subrogation. 





	 	(a) 	  	The rights
      of indemnification and to receive advancement of Expenses as provided by
      this Agreement shall not be deemed exclusive of any other rights to which
      Indemnitee may at any time be entitled under applicable law, the Company’s
      Bylaws, any agreement, a vote of stockholders or a resolution of directors,
      or otherwise. No amendment, alteration or repeal of this Agreement or of
      any provision hereof shall limit or restrict any right of Indemnitee under
      this Agreement in respect of any action taken or omitted by such Indemnitee
      in his Corporate Status prior to such amendment, alteration or repeal. To
      the extent that a change in applicable law, whether by statute or judicial
      decision, permits greater indemnification or advancement of Expenses than
      would be afforded currently under the Company’s Bylaws or this Agreement,
      it is the intent of the parties hereto that Indemnitee shall enjoy by this
      Agreement the greater benefits so afforded by such change. No right or remedy
      herein conferred is intended to be exclusive of any other right or remedy,
      and every other right and remedy shall be cumulative and in addition to
      every other right and remedy given hereunder or now or hereafter existing
      at law or in equity or otherwise. The assertion or employment of any right
      or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
      or employment of any other right or remedy. 





	 	(b) 	  	The BCL and
      the Company’s Bylaws permit the Company to purchase and maintain insurance
      or furnish similar protection or make other arrangements including, but
      not limited to, providing a trust fund, letter of credit, or surety bond
      (“Indemnification Arrangements”) on behalf of Indemnitee against
      any liability asserted against him or incurred by or on behalf of him or
      in such capacity as Agent of the Company, or arising out of his status as
      such, whether or not the Company would have the power to indemnify him against
      such liability under the provisions of this Agreement or under the BCL,
      as it may then be in effect. The purchase, establishment, and maintenance
      of any such Indemnification Arrangement shall not in any way limit or affect
      the rights and obligations of the Company or of the Indemnitee under this
      Agreement except as expressly provided herein, and the execution and delivery
      of this Agreement by the Company and the Indemnitee shall not in any way
      limit or affect the rights and obligations of the Company or the other party
      or parties thereto under any such Indemnification Arrangement. 





	 	(c) 	  	To the extent
      that the Company maintains an insurance policy or policies providing liability
      insurance for any Agents of the Company or of any other Enterprise which
      such Agent serves at the request of the Company, Indemnitee shall be covered
      by such policy or policies in accordance with its or their terms to the
      maximum extent of the coverage available for any such Agent under such policy
      or policies. If, at the time the Company 




 

 
	 	 	 




  


 

	  	 receives
      notice from any source of a Proceeding as to which Indemnitee is a party
      or a participant (as a witness or otherwise), the Company has director and
      officer liability insurance in effect, the Company shall give prompt notice
      of such Proceeding to the insurers in accordance with the procedures set
      forth in the respective policies. The Company shall thereafter take all
      necessary or desirable action to cause such insurers to pay, on behalf of
      the Indemnitee, all amounts payable as a result of such Proceeding in accordance
      with the terms of such policies. 





	 	(d) 	  	In the event
      of any payment under this Agreement, the Company shall be subrogated to
      the extent of such payment to all of the rights of recovery of Indemnitee,
      who shall execute all papers required and take all action necessary to secure
      such rights, including execution of such documents as are necessary to enable
      the Company to bring suit to enforce such rights. 





	 	(e) 	  	The Company’s
      obligation to indemnify or advance Expenses hereunder to Indemnitee who
      is or was serving at the request of the Company as an Agent of any other
      Enterprise shall be reduced by any amount Indemnitee has actually received
      as indemnification or advancement of Expenses from such Enterprise. 





        18.
  Duration of Agreement. All agreements and obligations of the Company contained
  herein shall continue during the period Indemnitee serves as an Agent of the
  Company or of any other Enterprise which Indemnitee serves at the request of
  the Company and shall continue thereafter so long as Indemnitee shall be subject
  to any possible Proceeding (including any rights of appeal thereto and any Proceeding
  commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason
  of his Corporate Status, whether or not he is acting in any such capacity at
  the time any liability or expense is incurred for which indemnification can
  be provided under this Agreement. 


        19.     
  Severability. If any provision or provisions of this Agreement shall be held
  to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity,
  legality and enforceability of the remaining provisions of this Agreement (including,
  without limitation, each portion of any Section, paragraph or sentence of this
  Agreement containing any such provision held to be invalid, illegal or unenforceable,
  that is not itself invalid, illegal or unenforceable) shall not in any way be
  affected or impaired thereby and shall remain enforceable to the fullest extent
  permitted by applicable law; (b) such provision or provisions shall be deemed
  reformed to the extent necessary to conform to applicable law and to give the
  maximum effect to the intent of the parties hereto; and (c) to the fullest extent
  possible, the provisions of this Agreement (including, without limitation, each
  portion of any Section, paragraph or sentence of this Agreement containing any
  such provision held to be invalid, illegal or unenforceable, that is not itself
  invalid, illegal or unenforceable) shall be construed so as to give effect to
  the intent manifested thereby. 


        20.
      Enforcement and Binding Effect. 

 

 
	 	 	 




 

 

	 	(a) 	  	The Company
      expressly confirms and agrees that it has entered into this Agreement and
      assumed the obligations imposed on it hereby in order to induce Indemnitee
      to serve as a director, officer or key employee of the Company, and the
      Company acknowledges that Indemnitee is relying upon this Agreement in serving
      as a director, officer or key employee of the Company. 





	 	(b) 	  	Without limiting
      any of the rights of Indemnitee under the Bylaws of the Company as they
      may be amended from time to time, this Agreement constitutes the entire
      agreement between the parties hereto with respect to the subject matter
      hereof and supersedes all prior agreements and understandings, oral, written
      and implied, between the parties hereto with respect to the subject matter
      hereof. 





	 	(c) 	  	The indemnification
      and advancement of Expenses provided by or granted pursuant to this Agreement
      shall be binding upon and be enforceable by the parties hereto and their
      respective successors and assigns (including any direct or indirect successor
      by purchase, merger, consolidation or otherwise to all or substantially
      all of the business or assets of the Company), shall continue as to an Indemnitee
      who has ceased to be an Agent of the Company or of any other Enterprise
      at the Company’s request, and shall inure to the benefit of Indemnitee
      and his or her spouse, assigns, heirs, devisees, executors and administrators
      and other legal representatives. 





	 	(d) 	  	The Company
      shall require and cause any successor (whether direct or indirect by purchase,
      merger, consolidation or otherwise) to all, substantially all or a substantial
      part, of the business and/or assets of the Company, by written agreement
      in form and substance satisfactory to Indemnitee, expressly to assume and
      agree to perform this Agreement in the same manner and to the same extent
      that the Company would be required to perform if no such succession had
      taken place. 





	 	(e) 	  	The Company
      and Indemnitee agree herein that a monetary remedy for breach of this Agreement,
      at some later date, may be inadequate, impracticable and difficult of proof,
      and further agree that such breach may cause Indemnitee irreparable harm.
      Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement
      by seeking injunctive relief and/or specific performance hereof, without
      any necessity of showing actual damage or irreparable harm and that by seeking
      injunctive relief and/or specific performance Indemnitee shall not be precluded
      from seeking or obtaining any other relief to which he may be entitled.
      The Company and Indemnitee further agree that Indemnitee shall be entitled
      to such specific performance and injunctive relief, including temporary
      restraining orders, preliminary injunctions and permanent injunctions, without
      the necessity of posting bonds or other undertaking in connection therewith.
      The Company acknowledges that in the absence of a waiver, a 




 

 
	 	 	 




 

 

	  	 bond or undertaking
      may be required of Indemnitee by the court, and the Company hereby waives
      any such requirement of such a bond or undertaking. 





        21.
          Modification and Waiver. No
  supplement, modification or amendment of this Agreement shall be binding unless
  executed in writing by the parties hereto. No waiver of any of the provisions
  of this Agreement shall be deemed or shall constitute a waiver of any other
  provisions of this Agreement nor shall any waiver constitute a continuing waiver.
  


        22.
          Notices. All notices, requests,
  demands and other communications under this Agreement shall be in writing and
  shall be deemed to have been duly given (i) if delivered by hand and receipted
  for by the party to whom said notice or other communication shall have been
  directed, or (ii) mailed by certified or registered mail with postage prepaid,
  on the third (3rd) business day after the date on which it is so mailed: 


                        (a)
          If to Indemnitee, at the address
  indicated on the signature page of this Agreement or such other address as Indemnitee
  shall provide in writing to the Company. 


                        (b)        
  If to the Company, to: 


                                     Omnicom
  Group Inc.

                                       437
  Madison Avenue

                                       New
  York, New York 10022

                                       Attention:
  General Counsel

                                       Fax:
  (212) 415-3574 


or to any other address as
  may have been furnished to Indemnitee in writing by the Company. 


        23.
          Applicable Law and Consent to
  Jurisdiction. This Agreement and the legal relations among the parties shall
  be governed by, and construed and enforced in accordance with, the laws of the
  State of New York, without regard to its conflict of laws rules. Except with
  respect to any arbitration commenced by Indemnitee pursuant to Section 14(a)
  of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally
  (a) agree that any action or Proceeding arising out of or in connection with
  this Agreement shall be brought only in the New York Court and not in any other
  state or federal court in the United States of America or any court in any other
  country; (b) consent to submit to the exclusive jurisdiction of the New York
  Court for purposes of any action or Proceeding arising out of or in connection
  with this Agreement; (c) appoint irrevocably, to the extent such party is not
  a resident of the State of New York, [____________________] as its agent in
  the State of New York as such party’s agent for acceptance of legal process
  in connection with any such action or Proceeding against such party with the
  same legal force and validity as if served upon such party personally within
  the State of New York; (d) waive any objection to the laying of venue of any
  such action or Proceeding in the New York Court; and (e) waive, and agree not
  to plead or to make, any claim that any such action or Proceeding brought in
  the New York Court has been brought in an improper or inconvenient forum, or
  is subject (in whole or in part) to a jury trial. 

 

 
	 	 	 




 

        24.        
  Identical Counterparts. This Agreement may be executed in one or more counterparts,
  each of which shall for all purposes be deemed to be an original but all of
  which together shall constitute one and the same Agreement. Only one such counterpart
  signed (and delivered by facsimile or other electronic transmission) by the
  party against whom enforceability is sought needs to be produced to evidence
  the existence of this Agreement. 


        25.        
  Miscellaneous. Use of the masculine pronoun shall be deemed to include usage
  of the feminine pronoun where appropriate. The headings of the paragraphs of
  this Agreement are inserted for convenience only and shall not be deemed to
  constitute part of this Agreement or to affect the construction thereof. 


* * * 


        IN
  WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
  date first above written.

  

  

	OMNICOM GROUP INC.	INDEMNITEE
	 	 	 
	By:	_______________________	___________________________
	 	Name:

      Title: 	Name:

      Address: