Section 1. Purposes. The purpose of the Omnicom Group Inc. Senior
Management Incentive Plan (the "Plan") is to attract, retain and motivate
selected employees of Omnicom Group Inc. (the "Company") and its subsidiaries
and affiliates who are executive officers of the Company (and any successor
thereto) in order to promote the Company's long-term growth and profitability.
It is also intended that all Bonuses (as defined in Section 5(a)) payable under
the Plan be considered "performance-based compensation" within the meaning of
Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder, and the Plan shall be interpreted
      Section 2. Administration.
      (a) Subject to Section 2(d), the Plan shall be administered by a committee
(the "Committee") appointed by the Board of Directors of the Company (the
"Board"), whose members shall serve at the pleasure of the Board. The Committee
at all times shall be composed of at least two directors of the Company, each of
whom is an "outside director" within the meaning of Section 162(m) of the Code
and Treasury Regulation Section 1.162-27(e)(3) and a "non-employee director"
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended. Unless otherwise determined by the Board, the Committee
shall be the Compensation Committee of the Board.
      (b) The Committee shall have complete control over the administration of
the Plan, and shall have the authority in its sole and absolute discretion to:
(i) exercise all of the powers granted to it under the Plan; (ii) construe,
interpret and implement the Plan; (iii) prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations governing its
own operations; (iv) make all determinations necessary or advisable in
administering the Plan (including, without limitation, calculating the size of
the Bonus payable to each Participant (as defined in Section 4(a))); (v) correct
any defect, supply any omission and reconcile any inconsistency in the Plan; and
(vi) amend the Plan to reflect changes in or interpretations of applicable law,
rules or regulations.
      (c) The determination of the Committee on all matters relating to the Plan
and any amounts payable thereunder shall be final, binding and conclusive on all
      (d) Notwithstanding anything to the contrary contained herein, the
Committee may allocate among its members and may delegate some or all of its
authority or administrative responsibility to such individual or individuals who
are not members of the Committee as it shall deem necessary or appropriate;
provided, however, the Committee may not delegate any of its authority or
administrative responsibility hereunder (and no such attempted delegation shall
be effective) if such delegation would cause any Bonus payable under the Plan
not to be considered performance-based compensation within the meaning of
Section 162(m)(4)(C) of the Code.
      (e) No member of the Board or the Committee or any employee of the Company
or any of its subsidiaries or affiliates (each such person a "Covered Person")
shall have any liability to any person (including, without limitation, any
Participant) for any action taken or omitted to be taken or any determination
made in good faith with respect to the Plan or any Bonus. Each Covered Person
shall be indemnified and held harmless by the Company against and from any loss,
cost, liability or expense (including attorneys' fees) that may be imposed upon
or incurred by such Covered Person in connection with or resulting from any
action, suit or proceeding to which such Covered Person may be a party or in
which such Covered Person may be involved by reason of any action taken or
omitted to be taken under the Plan and against and from any and all amounts paid
by such Covered Person, with the Company's approval, in settlement thereof, or
paid by such Covered Person in satisfaction of any judgment in any such action,
suit or proceeding against such Covered Person, provided that the Company shall
have the right, at its own expense, to assume and defend any such action, suit
or proceeding and, once the Company gives notice of its intent to assume the
defense, the Company shall have sole control over such defense with counsel of
the Company's choice. The foregoing right of indemnification shall not be
available to a Covered Person to the extent that a court of competent
jurisdiction in a final judgment or other final adjudication, in either case,
not subject to further appeal, determines that the acts or omissions of such
Covered Person giving rise to the indemnification claim resulted from such
Covered Person's bad faith, fraud or
willful criminal act or omission. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which Covered Persons
may be entitled under the Company's Restated Certificate of Incorporation or
Amended and Restated Bylaws, as a matter of law, or otherwise, or any other
power that the Company may have to indemnify such persons or hold them harmless.
      Section 3. Performance Period. The Plan shall operate for successive
periods (each a "Performance Period"). The first Performance Period shall
commence on April 1, 2005 and shall terminate on December 31, 2005. Thereafter,
each Performance Period shall be one full fiscal year and/or portions of fiscal
years of the Company, as determined by the Committee.
      Section 4. Participation.
      (a) Prior to the 90th day after the beginning of a Performance Period, or
otherwise in a manner not inconsistent with Treasury Regulation Section
1.162-27(e)(2) (the "Participation Date"), the Committee shall designate those
individuals who shall participate in the Plan for the Performance Period (the
      (b) Except as provided below, the Committee shall have the authority at
any time (i) during the Performance Period to remove Participants from the Plan
for that Performance Period and (ii) prior to the Participation Date (or later
in a manner consistent with the requirements of Section 162(m) of the Code) to
add Participants to the Plan for a particular Performance Period.
      Section 5. Bonus Amounts.
      (a) Each Participant shall be paid a bonus amount equal to 2% of the
Company's "Earnings" (as defined in Section 5(c)) with respect to each
Performance Period. Notwithstanding anything to the contrary in this Plan, the
Committee may, in its sole discretion, reduce (but not increase) the bonus
amount for any Participant for a particular Performance Period at any time prior
to the payment of bonuses to Participants pursuant to Section 6 (a Participant's
bonus amount for each Performance Period, as so reduced, the "Bonus").
      (b) If a Participant's employment with the Company terminates for any
reason before the end of a Performance Period or before the date that the Bonus
is paid pursuant to Section 6, the Committee shall have the discretion to
determine whether (i) such Participant shall be entitled to any Bonus at all,
(ii) such Participant's Bonus shall be reduced on a pro-rata basis to reflect
the portion of such Performance Period the Participant was employed by the
Company or (iii) to make such other arrangements as the Committee deems
appropriate in connection with the termination of such Participant's employment.
      (c) For purposes of this Section 5, "Earnings" means the Company's
operating income before taxes, incentive compensation and extraordinary gains or
losses as reported in its audited consolidated financial statements for the
relevant Performance Period, adjusted to eliminate, with respect to such
Performance Period: (i) losses related to the impairment of goodwill and other
intangible assets; (ii) restructuring expenses; (iii) gains or losses on
disposal of assets or segments of the previously separate companies of a
business combination within two years of the date of such combination; (iv)
gains or losses that are the direct result of a major casualty or natural
disaster; (v) losses resulting from any newly-enacted law, regulation or
judicial order; and (vi) the cumulative effect of accounting changes. The above
adjustments to Earnings shall be computed in accordance with GAAP. Following the
completion of each Performance Period, the Committee shall certify in writing
the Company's Earnings for such Performance Period.
      Section 6. Payment of Bonus Amount; Voluntary Deferral. Each Participant's
Bonus shall be payable by such Participant's Participating Employer (as defined
in Section 7(j)), or in the case of a Participant employed by more than one
Participating Employer, by each such employer as determined by the Committee.
The Bonus shall be payable in the discretion of the Committee in cash and/or an
equity-based award of equivalent value (provided that in determining the number
of Company restricted or deferred stock units payable in cash or shares of the
Company's common stock, restricted shares of the Company's common stock or
unrestricted shares of the Company's common stock that is equivalent to a dollar
amount, that dollar amount shall be divided by the closing price of the
Company's common stock on the date of grant by the Committee (with fractional
shares being rounded to the nearest whole share). The cash portion of the Bonus
shall be paid at such time as bonuses are generally paid by the Participating
Employer(s) for the relevant fiscal year. Subject to approval by the Committee
and to any requirements imposed by the Committee in connection with such
approval, each Participant may be entitled to defer receipt, under the terms and
conditions of any applicable deferred
compensation plan of the Company, of part or all of any payments otherwise due
under this Plan. Any equity-based award shall be subject to such terms and
conditions (including vesting requirements) as the Committee and the
administrative committee of the plan under which such equity-based award is
granted may determine.
      Section 7. General Provisions.
      (a) Amendment, Termination, etc. The Board reserves the right at any time
and from time to time to modify, alter, amend, suspend, discontinue or terminate
the Plan, including in any manner that adversely affects the rights of
Participants. No Participant shall have any rights to payment of any amounts
under this Plan unless and until the Committee determines the amount of such
Participant's Bonus, that such Bonus shall be paid and the method and timing of
its payment. No amendment that would require stockholder approval in order for
Bonuses paid pursuant to the Plan to constitute performance-based compensation
within the meaning of Section 162(m)(4)(C) of the Code shall be effective
without the approval of the stockholders of the Company as required by Section
162(m) of the Code and the regulations thereunder.
      (b) Nonassignability. No rights of any Participant (or of any beneficiary
pursuant to this Section 7(b)) under the Plan may be sold, exchanged,
transferred, assigned, pledged, hypothecated or otherwise disposed of (including
through the use of any cash-settled instrument), either voluntarily or
involuntarily by operation of law, other than by will or by the laws of descent
and distribution. Any sale, exchange, transfer, assignment, pledge,
hypothecation or other disposition in violation of the provisions of this
Section 7(b) shall be void. In the event of a Participant's death, any amounts
payable under the Plan shall be paid in accordance with the Plan to a
Participant's estate. A Participant's estate shall have no rights under the Plan
to receive such amounts, if any, as may be payable under this Section 7(b), and
all of the terms of this Plan shall be binding upon any such Participant's
      (c) Plan Creates No Employment Rights. Nothing in the Plan shall confer
upon any Participant the right to continue in the employ of the Company, or any
subsidiary thereof, for the Performance Period or thereafter or affect any right
which the Company may have to terminate such employment.
      (d) Arbitration. Any dispute, controversy or claim between the Company, or
any subsidiary thereof, and any Participant arising out of or relating to or
concerning the provisions of the Plan shall be finally settled by arbitration in
New York City before, and in accordance with, the rules then obtaining of the
American Arbitration Association (the "AAA") in accordance with the commercial
arbitration rules of the AAA. Prior to arbitration, all disputes, controversies
or claims maintained by any Participant must first be submitted to the Committee
in accordance with claim procedures determined by the Committee in its sole
      (f) Tax Withholding. In connection with any payments to a Participant or
other event under the Plan that gives rise to a federal, state, local or other
tax withholding obligation relating to the Plan (including, without limitation,
FICA tax), (i) the Company and any Participating Employer may deduct or withhold
(or cause to be deducted or withheld) from any payment or distribution to such
Participant whether or not pursuant to the Plan or (ii) the Committee shall be
entitled to require that such Participant remit cash (through payroll deduction
or otherwise), in each case in an amount sufficient in the opinion of the
Company to satisfy such withholding obligation.
      (g) Right of Offset. The Company and any Participating Employer shall have
the right to offset against the obligation to pay a Bonus to any Participant,
any outstanding amounts (including, without limitation, travel and entertainment
or advance account balances, loans or amounts repayable to it pursuant to tax
equalization, housing, automobile or other employee programs) such Participant
then owes to it.
      (h) Severability; Entire Agreement. If any of the provisions of this Plan
is finally held to be invalid, illegal or unenforceable (whether in whole or in
part), such provision shall be deemed modified to the extent, but only to the
extent, of such invalidity, illegality or unenforceability and the remaining
provisions shall not be affected thereby. This Plan shall not supersede any
other agreement, written or oral, pertaining to the matters covered herein,
except to the extent of any inconsistency between this Plan and any prior
agreement, in which case this Plan shall prevail.
      (i) No Third Party Beneficiaries. The Plan shall not confer on any person
other than the Company and any Participant any rights or remedies hereunder.
      (j) Participating Employers. Each subsidiary or affiliate of the Company
that employs a Participant shall adopt this Plan by executing Schedule A (a
"Participating Employer"). Except for purposes of determining the amount of each
Participant's Bonus, this Plan shall be treated as a separate plan maintained by
each Participating Employer and the obligation to pay the Bonus to each
Participant shall be the sole liability of the Participating Employer(s) by
which the Participant is employed, and neither the Company nor any other
Participating Employer shall have any liability with respect to such amounts.
      (k) Successors and Assigns. The terms of this Plan shall be binding upon
and inure to the benefit of the Company, each Participating Employer and their
successors and assigns and each permitted successor or assign of each
Participant as provided in Section 7(b).
      (l) Plan Headings. The headings in this Plan are for the purpose of
convenience only and are not intended to define or limit the construction of the
provisions hereof.
      (m) Construction. In the construction of this Plan, the singular shall
include the plural, and vice versa, in all cases where such meanings would be
appropriate. Nothing in this Plan shall preclude or limit the ability of the
Company, its subsidiaries and affiliates to pay any compensation to a
Participant under any other plan or compensatory arrangement whether or not in
effect on the date this Plan was adopted.
      (n) Plan Subject to Stockholder Approval. The Plan is adopted subject to
the approval of the stockholders of the Company at the Company's 2005 Annual
Meeting in accordance with Section 162(m)(4)(C) of the Code and Treasury
Regulation Section 1.162-27(e)(4), and no Bonus shall be payable hereunder
absent such stockholder approval.