UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 22, 2005
OMNICOM GROUP INC.
(Exact name of registrant as specified in its charter)
New York No. 001-10551 No. 13-1514814
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
437 Madison Avenue
New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 415-3600
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry in to a Material Definitive Agreement.
On April 22, 2005, Omnicom Group Inc. ("Omnicom") and TBWA Worldwide Inc.
("TBWA") entered into an employment agreement (the "New Employment Agreement")
with Jean-Marie Dru, the President and Chief Executive Officer of TBWA.
The New Employment Agreement provides for an indefinite term, an annual
base salary of $725,000 and (euro)225,000 (subject to future review),
eligibility to receive a performance bonus including minimum aggregate bonus
payments for calendar years 2005, 2006 and 2007 of $6 million, participation in
our executive benefit and incentive plans (including stock based plans) and
certain fringe benefits and perquisites.
Under the New Employment Agreement, if Mr. Dru's employment is terminated
by us without cause or by Mr. Dru for good reason (as defined in the New
Employment Agreement), provided he signs a separation agreement, he is entitled
to receive his salary for six months (subject to reduction in certain cases),
any unpaid reimbursable expenses and all accrued benefits through his
termination date, and continued medical, dental, disability and life insurance
coverage until the earlier of the end of the period he receives his salary
continuation payments or the date he is eligible to receive coverage under the
same type of benefit plan of a subsequent employer. In addition, if Mr. Dru is
terminated without cause prior to May 1, 2008, he is entitled to receive the
unpaid portion, if any, of the minimum aggregate bonus payments described above
for calendar years 2005, 2006 and 2007. If Mr. Dru's employment is terminated
for any other reason, he or his estate is entitled to receive any unpaid salary,
unpaid reimbursable expenses and all accrued benefits through his termination
date.
The New Employment Agreement also prohibits Mr. Dru from soliciting or
servicing customers, or hiring or retaining employees, of the worldwide TBWA
group of companies (except on behalf of companies within the worldwide TBWA
group of companies), during the term of the New Employment Agreement and for two
years following termination for any reason, and prohibits disclosure of
confidential information (with certain standard exceptions). The New Employment
Agreement provides for the continuation of three agreements with similar
non-solicitation provisions.
The foregoing description of the New Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the New
Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is filed as part of this Current Report on Form 8-K:
10.1 Employment Agreement, dated as of April 22, 2005, among Omnicom
Group Inc., TBWA Worldwide Inc. and Jean-Marie Dru.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OMNICOM GROUP INC.
Date: April 28, 2005 By: /s/ Michael J. O'Brien
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Name: Michael J. O'Brien
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit
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10.1 Employment Agreement, dated as of April 22, 2005, among Omnicom
Group Inc., TBWA Worldwide Inc. and Jean-Marie Dru.
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