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Title: |
Equity Incentive Plan |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 3KB of 11KB total |
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Price: |
$41 |
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ID: |
#424018 |
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OMNICOM GROUP INC.
EQUITY INCENTIVE PLAN
1. Purposes: This plan has two purposes:
(1) To directly align the interests of shareholders and key employees; and
(2) To bring Omnicom's compensation structures in line with competitive
conditions.
2. Effectiveness: This plan was initially approved by Omnicom's Board of
Directors and shareholders and became operative immediately after Omnicom's 2002
annual shareholders meeting. Certain amendments to the plan were approved by the
Board and shareholders at Omnicom's 2003 annual shareholders meeting and are
reflected herein; the amendments did not affect any awards made prior thereto.
3. Previously Adopted Equity-Based Plans. No new awards may be granted
under Omnicom's previously adopted equity-based plans (other than its restricted
stock plan for nonemployee directors), except with respect to shares relating to
awards that are forfeited or cancelled.
4. Types of Awards Authorized: The Compensation Committee of Omnicom's
Board of Directors may authorize Omnicom to grant to employees of Omnicom or its
subsidiaries equity-based awards relating to up to 9,121,851 shares of Omnicom
common stock (in addition to shares relating to awards that were made under the
plan prior to May 20, 2003 and shares relating to awards that are forfeited or
surrendered), including without limitation:
(1) Options: Stock options (which may but are not required to be
qualified under Section 422 of the Internal Revenue Code), the term
of which may not exceed seven years;
(2) Restricted Shares: Restricted shares, which become non-forfeitable
only upon the passage of time or occurrence of other events
specified by the Compensation Committee;
(3) Performance Shares: Performance-based awards that are payable in
shares or such other consideration as the Compensation Committee may
specify upon the achievement of performance goals established by the
Compensation Committee; and
{PAGE}
(4) Other Awards: Stock bonus, dividend-equivalent and such other awards
payable in or determined by reference to shares as the Compensation
Committee may determine.
Each award under this plan will be evidenced by an agreement, resolution or
other writing (including in electronic medium) approved by the Compensation
Committee fixing the specific terms of the award.
5. Limitations: Awards under this plan will be subject to the following
limitations:
(1) Overall Limitation: In no event may more than 9,121,851 shares in
total be issued (in addition to shares relating to awards that were
made under the plan prior to May 20, 2003 and with shares relating
to awards that are forfeited or surrendered being added back);
(2) Option Limitations: Options awarded under this plan will have such
terms as the Compensation Committee may determine, except that:
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