Exhibit 10.20

OMNICOM GROUP INC. 

  AMENDED AND RESTATED 2007 INCENTIVE AWARD PLAN 

  OPTION AGREEMENT

GRANT NOTICE

     Unless otherwise defined herein, the terms defined in the Omnicom Group Inc. Amended and Restated 2007 Incentive Award Plan (as amended, restated or otherwise modified from time to time, the “Plan”) shall have the same defined meanings in this Grant Notice (the “Grant Notice”) and the Option Agreement attached as Exhibit A to this Grant Notice (collectively, the “Agreement”).

     You have been granted an award of an Option to purchase shares of Stock, subject to the terms and conditions of the Plan and this Agreement.

		
	Employee:	 
	Grant Date:	 
	Number of shares of

      Stock subject to Option:	 
	Exercise Price Per share 

      of Stock:	 
	
      Vesting Schedule:

    	
      The Option will not be exercisable after the tenth anniversary of the Grant Date. Subject to the Employee remaining in the continuous employ of Omnicom or an Omnicom Affiliate through the applicable Vesting Date and subject to the terms of the Agreement and the Plan, the Option shall become vested and exercisable as to 30% of the Option on each of the first two anniversaries of the Grant Date and the remainder of the Option on the third anniversary of the Grant Date (each such date being referred to herein as a “Vesting Date”).

    



     Your signature below, which may be accomplished through electronic means approved by Omnicom, indicates your agreement and understanding that the Options are subject to all of the terms and conditions contained in this Agreement, including the Grant Notice, the Option Agreement attached as Exhibit A to this Grant Notice, the Plan and the restrictive covenants set forth in Section 6 of Exhibit A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF EXHIBIT A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THE OPTION.

					
	EMPLOYEE:	OMNICOM GROUP INC.
	By:	 	 	 
	 	
      

    	 	 
	Print	 	By:  	 
	Name:  	 	 	
      

    
	 	
      

    	 	Name:  	 
	Title:	 

    	 	Title:	 












EXHIBIT A

OMNICOM GROUP INC.

AMENDED AND RESTATED 2007 INCENTIVE AWARD PLAN

OPTION AGREEMENT

     1. Grant. Effective as of the Grant Date Omnicom hereby grants to the Employee, and the Employee hereby accepts, an award of an Option to purchase that number of shares of Stock and at the price per share of Stock (the “Option Price”) set forth in the Grant Notice, subject to the terms of the Plan and this Agreement. The Option is a Non-Qualified Stock Option and is not an Incentive Stock Option. Shares of Stock acquired upon exercise of the Option (in whole or in part) are referred to herein as the “Option Shares.”

     2. Rights as a Shareholder. The Employee shall have no rights as a shareholder with respect to an Option or any Option Shares unless and until shares evidencing such Option Shares have been transferred into the Employee’s brokerage account or participant trust (the “Employee’s Brokerage Account”) maintained with the administrator of the Plan (“Omnicom’s Agent”) or, at Omnicom’s sole discretion, stock certificate(s) evidencing such Option Shares have been issued to the Employee. Except as the Committee may determine, no adjustments shall be made for dividends or other distributions for which the record date is prior to the date of transfer of shares evidencing Option Shares into the Employee’s Brokerage Account or the date of issuance of such stock certificate(s) to the Employee, as applicable.

     3. Vesting and Forfeiture; Manner of Exercise. 

     a) The Option shall not be exercisable after the tenth anniversary of the Grant Date. The Employee shall vest in the Option and the Option shall become exercisable in accordance with the vesting schedule set forth in the Grant Notice; subject to paragraph (b) below. The Employee shall not have the right to exercise the Option until the date the applicable portion of the Option becomes vested and exercisable. The ability to exercise shall be cumulative and shall apply to any Option (or portion thereof) not previously exercised until the cancellation or termination of the Option. 

     b) Subject to Article 11 of the Plan, in the event of a Termination of Employment, to the extent not exercised prior thereto, the Option shall automatically be cancelled and shall be of no further force or effect, except that: 


            (i) In the event of a Termination of Employment prior to a Vesting Date by reason of the death of the Employee, the Option shall immediately become vested and exercisable in full on the Termination Date and shall remain exercisable until the tenth anniversary of the Grant Date; 

            (ii) In the event of a Termination of Employment prior to a Vesting Date by reason of the Disability of the Employee, a portion of the Option shall immediately become vested and exercisable on the Termination Date and shall remain exercisable until the tenth anniversary of the Grant Date, such portion (rounded up to the nearest full Option Share) to be equal to the sum for each remaining Vesting Date of (x) the total number of Option Shares for which the Option would become exercisable on such Vesting Date multiplied by (y) a fraction, (A) the numerator of which shall be the number of full calendar months between the Grant Date and the



-2-











  Termination Date and (B) the denominator of which shall be the number of full calendar months between the Grant Date and such Vesting Date; and 

             (iii) In the event of a Termination of Employment after the first anniversary of the Grant Date by reason of the Retirement of the Employee, the Option shall immediately become exercisable in full but may only be exercised during the 36-month period immediately following such date of termination or, if sooner, the tenth anniversary of the Grant Date.



     c) The Employee acknowledges that upon a Change in Control prior to a Vesting Date, Article 11 of the Plan shall govern.

     d) The exercise of the Option shall be governed by the terms of this Agreement and the terms of the Plan, including, without limitation, the provisions of Article V of the Plan.

     e) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable.



     f) The Option may be
exercised, in whole or in part, by contacting Omnicom’s Agent either online
or by telephone and giving notice (the “Notice”) of the
manner by which the Employee desires to exercise the Option. The date that the
Notice is given to Omnicom’s Agent (or the date that the Omnicom Notice is
given to Omnicom, as provided in paragraph (g) below) shall be the
“Date of Exercise” of such Option. The Employee is
responsible for (i) the full payment of the Option Price with respect to the
portion of the Option being exercised and (ii) the full payment of any amounts
required to be withheld pursuant to applicable federal state and local income
tax laws in connection with such exercise (the “Withholding
Amounts”). To the extent permitted by law or the applicable listing
rules, if any, the Employee may elect in the Notice to pay the Option Price and
the Withholding Amounts: (i) in cash, (ii) with the consent of the Committee and
subject to such terms and conditions as Omnicom’s Agent may impose, by
delivering shares of Stock, duly endorsed for transfer to Omnicom, having a Fair
Market Value on the Date of Exercise equal to that portion of the Option Price
and Withholding Amounts being paid by delivery of such shares, (iii) through a
combination of cash and shares of Stock as so valued, or (iv) by a cashless
exercise by authorizing Omnicom’s Agent to sell Option Shares and remit to
Omnicom a sufficient portion of the sale proceeds to pay the Option Price and
Withholding Amounts.

     g) Notwithstanding the foregoing, in the event that there is no Omnicom Agent, the Option may be exercised, in whole or in part, by the delivery to Omnicom of written notice of such exercise (the “Omnicom Notice”) accompanied by (i) full payment of the Option Price with respect to that portion of the Option being exercised, and (ii) full payment of any Withholding Amounts. To the extent permitted by law or the applicable listing rules, if any, the Employee may elect in the Omnicom Notice to pay the Option Price and the Withholding Amounts: (i) in cash, or (ii) with the consent of the Committee and subject to such terms and conditions as Omnicom may impose, by delivering to Omnicom shares of Stock, duly endorsed for transfer to Omnicom, having a Fair Market Value on the Date of Exercise equal to that portion of the Option Price and Withholding Amounts being paid by delivery of such shares.

     4. Definitions. For purposes of this Agreement, the terms set forth below shall have the following meanings:

-3-









     a) “Affiliate” of Omnicom or the Company, as the case may be, shall mean any person, firm, corporation or other form of entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with Omnicom or the Company, as the case may be as determined by Omnicom.

     b) “Client” shall mean any person, firm, corporation or other form of entity to whom any member of the Group (i) rendered services at any time during the Employment Period or (ii) had made a Pitch at any time during the Employment Period, or the six months immediately following, the Termination Date.

     c) “Company” means the Omnicom Affiliate by whom the Employee is employed as of the date of this Agreement and each other Omnicom Affiliate by whom the Employee is employed at any time during the Employment Period notwithstanding anything in the Plan to the contrary.

     d) “Employee” means the Employee set forth in the Grant Notice.

     e) “Employment Period” means the period that the Employee is employed by any member of the Group.

     f) “Grant Date” means the Grant Date set forth in the Grant Notice.

     g) “Group” means (i) if the Company operates within an Omnicom network, all of the companies, group of companies and divisions operating under a global or national brand of such Omnicom network, and (ii) if the Company operates as part of a division or separate company independent of an Omnicom network, all companies and divisions operating under such independent brand.

     h) “Pitch” means a new business presentation or similar offering of services; provided, however, a general mailing or an incidental contact shall not be deemed a Pitch.

     i) “Restricted Client” shall mean any person, firm, corporation or other form of entity to whom any member of the Group (i) rendered services at any time during the one-year period prior to the Termination Date, or (ii) had made a Pitch at any time during the one-year period immediately preceding, or the six months immediately following, the Termination Date.

     j) “Retirement” means a Termination of Employment by reason of an Employee’s retirement, other than by reason of Disability, at a time when the Employee’s aggregate years of service with Omnicom, any predecessor to Omnicom, or any Omnicom Affiliate plus his or her chronological age equals eighty (80) or more.

     k) “Termination Date” means the date on which the Termination of Employment occurs.

     l) “Termination of Employment” means the time when the Employee is no longer employed by any Omnicom Affiliate for any reason whatsoever, as determined by Omnicom or an Omnicom Affiliate.

     5. Nontransferability. No right or interest of the Employee in the Option may be pledged, encumbered, or hypothecated to or in favor of any party other than Omnicom or an Omnicom

-4-











Affiliate, or shall be subject to any lien,
obligation, or liability of the Employee to any other party other than Omnicom
or an Omnicom Affiliate. The Option shall not be assigned, transferred, or
otherwise disposed of by the Employee other than by will or the laws of descent
and distribution or pursuant to beneficiary designation procedures approved from
time to time by the Committee. Notwithstanding the foregoing, to the extent and
under such terms and conditions as determined by the Committee, the Employee may
assign or transfer the Option (each transferee thereof, a “Permitted
Assignee”) (i) to the Employee’s spouse, children or
grandchildren (including any adopted and step children or grandchildren),
parents, grandparents or siblings, (ii) to a trust for the benefit of the
Employee and/or one or more of the Persons referred to in clause (i), (iii) to a
partnership, limited liability company or corporation in which the Employee or
the Persons referred to in clause (i) are the only partners, members or
shareholders or (iv) for charitable donations; provided, however, that such
Permitted Assignee shall be bound by and subject to all of the terms and
conditions of the Plan and this Agreement relating to the transferred Option and
shall execute an agreement satisfactory to Omnicom evidencing such obligations;
and provided further that the Employee shall remain bound by the terms and
conditions of the Plan.

     6. Non-Solicitation/Non-Servicing and Protection of Confidential Information Agreement.

     a) In consideration for and in order to be eligible to receive the voluntary grant of the Option provided in this Agreement, except on behalf of a member of the Group, the Employee will not, as an individual, employee, consultant, independent contractor, partner, shareholder, member or in association with any other person, firm, corporation or other form of entity, directly or indirectly, and regardless of the Employee continuing to be employed by a member of the Group or the reason for the Employee ceasing to be so employed by any member of the Group:


            (i) during the Employment Period, directly or indirectly, solicit business on behalf of, render any services to, engage in, or have any ownership interests or other affiliation in, any business or other endeavor, which is engaged in the business of the same nature as or competitive with any member of the Group; provided, however, that nothing contained in this clause (i) shall be deemed to prevent the undersigned from owning less than 1⁄4 of 1% of the shares of any publicly held corporation engaged in any such business;



          (ii) if either
(A) any portion of the Option has vested under this Agreement or (B) a voluntary
Termination of Employment occurs, then for a one-year period following the
Termination Date, solicit, render services to or for, or accept from, any
Restricted Client, any business of the type performed by any member of the Group
for such Restricted Client or persuade or attempt in any manner to persuade any
Restricted Client to cease to do business or to reduce the amount of business
which any such Restricted Client has customarily done or is reasonably expected
to do with members of the Group; provided, however, that
solely with respect to this Section 6(a)(ii), the definition of Restricted
Client shall be limited to the particular product, brand or service of such
Restricted Client in respect of which at any time during the one-year period
prior to the Termination Date, the Employee (A) had a servicing relationship,
supervisory responsibility or other involvement, or (B) participated in,
supervised or had any responsibility or other involvement in a Pitch; and

            (iii) if either (A) any portion of the Option has vested under this Agreement or (B) a voluntary Termination of Employment occurs, then for a one-year period



-5-











  following the Termination Date, employ as an employee or retain as a consultant any person, firm, corporation or other form of entity who is then or at any time during the one-year period prior to the Termination Date was, an employee of or exclusive consultant to a member of the Group, or persuade or attempt to persuade any employee of or exclusive consultant to a member of the Group to leave the employ of such member of the Group or to become employed as an employee or retained as a consultant by any other person, firm, corporation or other form of entity; provided, however, a solicitation pursuant to general recruitment advertising that is not directed at the employees or exclusive consultants of any member of the Group shall not be deemed to be a breach of this provision.





     b) As a professional
in a highly service-oriented and creative business, the Employee understands and
agrees that his/her position with the Company requires and will continue to
require services which are of a special character and which places him/her in a
position of confidence and trust with the Clients and employees of members of
the Group. The Employee further acknowledges that his/her services to the
Clients necessarily require that the Employee have access to Confidential
Information (as defined below) of members of the Group and their respective
Clients and that, in the course of his/her employment with or rendering of
services to the Company, the Employee will develop personal relationships with
the Clients and knowledge of those Clients’ affairs and requirements.
Accordingly, the Employee acknowledges that the type and periods of restrictions
imposed in this Agreement are fair and reasonable and are reasonably required in
order to protect and maintain the proprietary interests of the members of the
Group, other legitimate business interests of members of the Group, and the
goodwill associated with the members of the Group. The Employee further
understands and agrees that the Restricted Clients may be serviced from any
location and accordingly it is reasonable that the covenants set forth herein
are not limited by narrow geographic area but generally by the location of such
Restricted Clients. In the event that any covenant contained in this Agreement
shall be determined by any court or other tribunal of competent jurisdiction to
be unenforceable by reason of its extending for too great a period of time or
over too great a geographical area or by reason of its being too extensive in
any other respect, (i) such covenant shall be interpreted to extend only over
the maximum period of time for which it may be enforceable and/or over the
maximum geographical area as to which it may be enforceable and/or to the
maximum extent in all other respects as to which it may be enforceable, all as
determined by such court or other tribunal making such determination, and (ii)
in its reduced form, such covenant shall then be enforceable, but such reduced
form of covenant shall only apply with respect to the operation of such covenant
in the particular jurisdiction in or for which such adjudication is made.



     c) The Employee hereby
acknowledges and agrees that for so long as the Employee has been employed by
the Company (which term, as used in this Section 6(c) and Section 6(d) shall be
deemed to include any Affiliate of the Company), the Employee has acquired and
will continue to acquire and have access to confidential or proprietary
information about the Company and/or its Clients, including but not limited to,
trade secrets, methods, models, passwords, access to computer files, financial
information and records, computer software programs, agreements and/or contracts
between the Company and its Clients, Client contacts, creative policies and
ideas, advertising campaigns, public relations campaigns, creative and media
materials, graphic design, budgets, practices, concepts, strategies, methods of
operation, financial or business projections of the Company, and information
about or received from its Clients (collectively, “Confidential
Information”). Accordingly, in consideration for and in order to be
eligible to receive the voluntary grant of the Option provided in this
Agreement, for so long as the Employee is employed by a member of the Group and
thereafter, the Employee will retain in strictest confidence all Confidential
Information and shall not disclose any such

-6-









Confidential Information to anyone outside the members of the Group and Omnicom, except in the course of the Employee’s duties for the Company or with Omnicom’s express written consent. The Employee hereby acknowledges that he/she is aware that such Confidential Information is not readily available to the public, and agrees that he/she will not at any time utilize such Confidential Information for his/her own benefit or for the benefit of third parties.



     d) The Employee hereby
acknowledges and agrees that all materials created or modified by the Employee
for so long as the Employee is employed by the Company, including, without
limitation, all works of authorship, inventions, processes, ideas, methods,
concepts and other tangible and intangible materials (collectively,
“Work Product”), shall be “work for hire” and
that the Company and/or Omnicom shall be the exclusive owner of the Work Product
and all intellectual property rights associated with the Work Product, including
all trademarks, patents or copyrights contained therein. To the extent any Work
Product does not qualify as “work for hire”, the Employee hereby
assigns ownership of all such Work Product to the Company and/or Omnicom and
agrees to take all reasonable measures, at the Company’s expense, to
perfect such rights in the Company and/or Omnicom. The Employee hereby appoints
the Company and/or Omnicom as his/her attorney-in-fact with the limited power to
execute assignments of such Work Product. If the Employee is an employee in the
State of California, the parties hereto agree and acknowledge that the terms of
this paragraph shall be subject to the terms of Section 2870 of the California
Labor Code, a copy of which is annexed to this Agreement. The Employee hereby
agrees to advise the Company and/or Omnicom promptly in writing of any
inventions that he/she believes meet the criteria set forth in Section 2870.



     e) Each of the
covenants and agreements contained in this Section 6 (collectively, the
“Protective Covenants”) is separate, distinct and
severable. All rights, remedies and benefits expressly provided for in this
Section 6 are cumulative and are not exclusive of any rights, remedies or
benefits provided for by law, in this Section 6 or otherwise, and the exercise
of any remedy by a party hereto shall not be deemed an election to the exclusion
of any other remedy (any such claim by the other party being hereby waived). The
provisions of this Section 6 are not in lieu of, but are in addition to the
continuing obligations of the Employee (which the Employee hereby acknowledges)
to not use or disclose Confidential Information known to the Employee until any
particular piece of Confidential Information becomes generally known to the
public (through no action of the Employee), whereupon the restriction on use and
disclosure shall cease as to that particular item. The existence of any claim,
demand, action or cause of action that the Employee may have against Omnicom or
any of its Affiliates, whether predicated pursuant to this Section 6 or
otherwise, shall not constitute a defense to the enforcement of the provisions
of this Section 6 or any other provision or provisions of this Agreement. The
covenants contained in this Section 6 for the benefit of Omnicom and the members
of the Group, shall survive any termination of this Agreement and may be waived
in whole or in part by Omnicom without the consent of any other person, firm,
corporation or other form of entity. The temporal duration of the Protective
Covenants shall not expire, and shall be tolled, during any period in which the
Employee is in violation of any of such Protective Covenants, and all such
Protective Covenants shall automatically be extended by the period of such
violation. The Employee further acknowledges that he/she is a highly regarded
employee who considered the terms and conditions upon which he/she is electing
to be granted the Option and that he/she has been advised and has had the
opportunity to obtain counsel of his/her choice in connection with reviewing and
executing this Agreement.

     f) By acceptance of the grant of the Option, the Employee agrees that if the Employee were, without authority, to use or disclose Confidential Information, or otherwise breach any of the Protective Covenants, or threaten to do so, in addition to all other available remedies (including

-7-











without limitation seeking such damages as it can
show it has sustained by reason of such breach), (i) Omnicom and/or any member
of the Group shall be entitled to specific performance and injunctive and other
appropriate relief (without being required to post bond or other security and
without having to prove the inadequacy of the available remedies at law) to
prevent the Employee from doing so, and/or (ii) Omnicom (by action of the
Chairman, Chief Executive Officer, President, Chief Financial Officer or General
Counsel of Omnicom) may cause any or all of the following actions to occur: (x)
the Option granted hereunder shall become void, shall be forfeited and shall
terminate effective the date on which the Employee entered into such activity,
(y) any shares of Stock acquired by the Employee pursuant to the exercise of the
Option granted hereunder shall be forfeited and returned to Omnicom, and (z) any
gain realized by the Employee from the sale or transfer of shares of Stock
acquired through the exercise of the Option granted hereunder, shall be returned
by the Employee to Omnicom. The Employee acknowledges that the harm caused to
Omnicom and/or members of the Group by the breach or anticipated breach of this
Agreement is by its nature irreparable because, among other things, it is not
readily susceptible of proof as to the monetary harm that would ensue. The
Employee consents that any interim or final equitable relief entered by a court
of competent jurisdiction shall, at the request of Omnicom and/or a member of
the Group be entered on consent and enforced by any court having jurisdiction
over the Employee, without prejudice to any rights either party may have to
appeal from the proceedings that resulted in any grant of such relief.

     g) During the Employment Period and the one-year period after the Termination Date, prior to accepting employment with any subsequent employer, the Employee shall notify any prospective employer in writing of his/her obligations under this Agreement. In addition, immediately after accepting employment with a subsequent employer, the Employee shall provide Omnicom with a copy of the notice that was sent by him/her to such subsequent employer.

     h) The Employee acknowledges and agrees that if Employee has received an equity award (including any restricted stock, restricted stock unit or stock option award) from Omnicom during or after 2005 pursuant to the Plan or any other current or former equity plan of Omnicom, the Employee has previously agreed to restrictions similar to those set forth in this Section 6 (the “Prior Restrictions”) and such Prior Restrictions shall remain in full force and effect and shall be in addition to the Employee’s obligations under this Section 6.

     7. Investment Representation and Compliance With Applicable Law. The Employee hereby represents and covenants that (a) the Option Shares will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act, unless such acquisition has been registered under the Securities Act and any applicable state securities law; and (b) any subsequent sale of any such Option Shares, unless their acquisition had been so registered, shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws.

     8. No Understandings as to Employment. Nothing in the Plan, in the grant of the Option or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company, Omnicom or any Omnicom Affiliate to employ the Employee for any period or shall interfere with or restrict in any way the rights of the Company, Omnicom and the Omnicom Affiliates to discharge the Employee at any time for any reason whatsoever, with or without cause.

-8-









     9. Plan Incorporated. The Employee accepts the grant of the Option herein subject to all of the provisions of the Plan, which are incorporated into this Agreement, including the provisions that authorize the Committee to administer and interpret the Plan and which provide that the Committee’s decisions, determinations and interpretations with respect to the Plan are final and conclusive on all persons affected hereby. In the event of a conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. Terms not otherwise defined in this Agreement shall have the meanings ascribed in the Plan.

     10. Amendment. The Option may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee, provided that, except as provided by Article 11 of the Plan, neither the amendment, modification, suspension nor termination of this Agreement shall, without the consent of the Employee, adversely alter or impair any rights or obligations of the Employee under this Agreement with respect to the Option in any material way.

     11. Assignment. The parties hereto agree that Omnicom shall have the right to assign this Agreement, and accordingly, this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of Omnicom, including, without limitation, by asset assignment, stock sale, merger, consolidation or other corporate reorganization. Subject to Section 5, the Employee agrees that his/her obligations under this Agreement are personal to him/her, and the Employee shall not have the right to assign or otherwise transfer his/her obligations hereunder. Any purported assignment or transfer by the Employee shall be void and ineffective.

     12. Governing Law. The interpretation and construction of this Agreement, and all matters relating hereto (including, without limitation, the validity or enforcement of this Agreement), shall be governed by the laws of New York without regard to any conflicts or choice of laws provisions of the State of New York that would result in the application of the law of any other jurisdiction.

     13. Notice. Any notice to be given to Omnicom under the terms of this Agreement shall be addressed to the Office of the General Counsel of Omnicom at 437 Madison Avenue, New York, New York 10022, and any notice to be given to the Employee shall be addressed to the Employee at the address set forth beneath his or her signature hereto, or at such other address for a party as such party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid.

     14. Headings. All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.

     15. Further Assurances. The parties shall execute all documents, provide all information, and take or refrain from taking all actions as may be reasonably necessary or appropriate to achieve the purposes of this Agreement. The Employee acknowledges that any sale of Option Shares following the date of vesting shall be further evidence of Employee’s acceptance of the terms of this Agreement, including Section 6 of this Agreement.

     16. Entire Agreement. This Agreement, including the Grant Notice and this Option Agreement attached as Exhibit A to the Grant Notice, subject to the terms and conditions of the Plan, constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. Notwithstanding the foregoing,

-9-









any other confidentiality agreement, non-solicitation/non-servicing agreement or any other type of restrictive covenant agreement that the Employee has entered into prior to the date hereof or may enter into after the date hereof with Omnicom or one of its Affiliates shall remain in full force and effect. No oral understandings, oral statements, oral promises or oral inducements between the parties hereto relating to this Agreement exist. No representations, warranties, covenants or conditions, express or implied, whether by statute or otherwise, other than as set forth in this Agreement, have been made by the parties hereto.

     17. Remedies. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

     18. Acceptance; Counterparts. The Employee acknowledges and agrees that the Employee’s acceptance of the terms of this Agreement through electronic means shall have the same force and effect as an acceptance made in writing. This Agreement may be executed in two or more counterparts, or by facsimile transmission, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

     19. Waiver. By signing and returning this Agreement, the Employee agrees that the Employee’s rights in respect of the Option and the underlying Option Shares (including upon Termination of Employment) shall be defined solely by the Plan and the provisions of this Agreement. Accordingly, the Employee waives all other claims he/she may have against Omnicom or any of its Affiliates, and their respective officers, directors, agents and employees for any losses or damages arising out of the forfeiture of the Option and/or any Option Shares as a result of such Termination of Employment, or otherwise in relation to the Plan with respect to such Option and/or Option Shares.

     20. Third Party Beneficiaries. Nothing in this Agreement is intended to confer upon any other person except the Employee, Omnicom and the Affiliates of Omnicom, any rights or remedies hereunder or shall create any third party beneficiary rights in any person (other than Affiliates of Omnicom).

     21. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of law or contract interpretation that provides that in the case of ambiguity or uncertainty a provision should be construed against the draftsman will be applied against any party hereto. The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted.

     22. Committee Authority. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, Omnicom and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

-10-









     23. Agreement Severable. In the event that any provision in this Agreement is held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

24. Employee Data Privacy.

     a) The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in this document by Omnicom and/or the Company for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan.

     b) The Employee understands that Omnicom and/or the Company hold certain personal information, including, but not limited to, name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any of its Affiliates, details of all entitlement to this Option and Option Shares awarded, canceled, exercised, vested, unvested or outstanding in the Employee’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.

     c) The Employee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Employee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Employee’s country. The Employee understands that the Employee may request a list with the names and addresses of any potential recipients of the Data by contacting the Employee’s local human resources representative.



     d) The Employee
authorizes the recipients to receive, possess, use, retain and transfer the
Data, in electronic or other form, for the purposes of implementing,
administering and managing the Employee’s participation in the Plan,
including any requisite transfer of such Data as may be required to a broker or
other third party. The Employee understands that Data shall be held only as long
as is necessary to implement, administer and manage the Employee’s
participation in the Plan. The Employee understands that the Employee may, at
any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing
the Employee’s local human resources representative. The Employee
understands, however, that refusing or withdrawing consent may affect the
Employee’s ability to participate in the Plan. For more information on the
consequences of the refusal to consent or withdrawal of consent, the Employee
understands that the Employee may contact the Employee’s local human
resources representative.

* * * * * *

-11-









Annex I

to Option Agreement

California Labor Code Section 2870

Employment agreements; assignment of rights


     (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his rights in an invention to his employer shall not apply to an invention that the employee developed entirely on his own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:


            (ii) relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

            (iii) result from any work performed by the employee for the employer.



     (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

-12-