STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT

PARTIES

Employee: George Sirbu

10 Ballentree Crescent
Tyrrelstown
Dublin 15

Employer: Counter Products Marketing Ireland Ltd, T/A CPM Ireland Ltd
41A Blackberry Lane
Rathmines
Dublin 6
Ireland
(Hereinafter called the Company)

1. JOB TITLE Field Sales Representative

This job title does not limit your duties, and you will be required to undertake all the duties that are
within your capabilities within the context of this job title. You accept that the company may at its
discretion require you to perform other duties or tasks not within the scope of your normal duties as
necessary to meet the needs of the business.

2. REPORTING TO Regional Sales Manager

You should note that this reporting structure may alter for business reasons and in those
circumstances you will be given as much notice as reasonably practicable.

3. COMMENCEMENT DATE OF THIS EMPLOYMENT

Your employment with the company originally commenced on 18/10/2017. These Terms and
Conditions of Employment are effective from your commencement date in this role that is 18/10/2017.

You will be employed for a probationary period of 12 months. Your employment may be terminated
either during this period or on the expiry thereof at the discretion of the Company. You will be subject
to the procedures contained within the Probation Policy for the duration of your probationary period.
The Company may at its sole discretion pay salary in lieu of notice. In order to pass your probation
period you must achieve the targets/KPIs assigned to you.

Suitability

The company may make a decision on your employment based on your general suitability for the role.
We reserve the right to take into account your length of service when making such a decision.

Minimum Standards

There are minimum FSR responsibilities of conduct on each of the sales accounts within CPM. These
standards will be issued to you during your induction. As these are the minimum expected standards
expected from each field sales representative, they must be adhered to at all times. Failure to adhere
to these standards may result in disciplinary action up to and including dismissal.
4. NORMAL PLACE OF WORK

Your normal place of work will be Leinster. You will be required to work at any location in keeping with
the demands of your job, and the changing needs of the business. As much notice will be given should
we require you to work at another location.

5. REMUNERATION

Salary

Your annual salary will be 21,000 per annum, paid in monthly instalments along with any expenses,
by way of credit transfer directly into a bank account nominated by you. Payment is made on the 28th
of each month or next nearest assigned working day should the 28 th fall on a weekend or Public
Holiday,

You will also be paid an Incentive Bonus (OTE or On Target Earnings), based on your performance
and your KPIs set by your manager. This Performance incentive will be paid on a monthly basis along
with your salary. Bonus will be withheld if you fail to achieve your KPIs. Please contact your Line
Manager who will advise you about the bonus structure.

The above Incentive Bonus/OTE figure is based on current conditions and this level and its method of
calculation is subject to change in line with changing products, promotions and business needs &
developments generally. Please contact your Line Manager regarding the bonus structure details
currently in place.

Bonus is not paid to employees who are absent for any periods of extended leave including maternity
leave or sickness absence.

You will only benefit from the Incentive Bonus if you are a current employee at the time of payment.

You will be entitled to a subsistence allowance of 8.00 subject to your compliance with Revenue
guidelines. This rate may vary and will be confirmed by your line manager. Receipts are not required.

The Company will reimburse you for any other reasonable business-related expenses according to
Company policy and only on production of a valid receipt.

It is the onus of the employee to ensure that the sales they complete are compliant with the
expectations of the company which have been & are communicated through training, workshops,
exams and Golden Rules. Where there are concerns regarding the above (or any other evident
issues) all forms of reward will be withheld until sales have been verified. If you are unsure of any
information in this regard please contact your line manager or the compliance team.

Whereby there are legitimate reasons for any of the above you should flag it to your Line Manager in
writing so that they have a record of this and can advise the compliance team. Key indicators of non-
compliance include but are not limited to:

- Duplicated
- Names
- Addresses
- Direct Debit details
- Inconsistent documentation
- Invalid contact details
- Early cessation
- Non-payment of bills
- Complaints (slamming, mis-selling etc.)

This list is non-exhaustive but will be updated where necessary to reflect relevant changes. Should
you have any compliance issues you wish to raise confidentially, you may email
confidential@cpmire.com

Deductions

The company reserves the right at its sole discretion to deduct from any salary due to you the amount
owed to cover the cost of damage, loss, and/or neglect of your assets and/or where you have
exceeded your EMD tariff plan. The company also reserves the right at is sole discretion to deduct
from any salary due to you the amount due in order to cover the cost of your misconduct and/or where
the Company has incurred a financial loss due to the recovery of your assets. All company assets
must be returned in the same condition when assigned to you at the commencement of employment.

The Company reserves the right to make deductions from your salary in any circumstances where
there has been for any reason overpayment of remuneration or expenses to you. If it is intended to
make such a deduction you will be notified in writing in advance.

In addition, please note that Benefit in Kind is a taxable amount paid by the employee for benefits that
an employee receives that cannot be converted into cash but have a cash value. Employees must
pay BIK if they wish to avail of the certain benefits offered by the Company e.g. Company health care
scheme, company car. Therefore, if an employee is absent from the workplace and are not receiving
payment from the Company (thereby resulting in the Company being unable to deduct BIK), he / she
is liable to pay outstanding BIK owed that has accumulate during their absence immediately upon their
return should they have been availing of the benefit during their absence.

The Company reserves the right to deduct owed BIK from your salary in such circumstances.

6A. PERSONAL VEHICLE

You may be required to provide and use your own personal vehicle, for work purposes. In the event of
this occurring you will be formally authorised of this in advance. The authorised use of your personal
vehicle for work purposes shall render section 6B of this contract inapplicable for the duration of time
such that you are using a personal vehicle for work purposes.

You will receive a rate per kilometre for claimed business mileage. The rate at which mileage is
currently is currently paid is as follows:

- 0.15 cent per kilometre:

- Please be advised that the first and last 16 kilometres of your journey will not be covered
and/or the travel between your first call and final customer call

The above amounts will be agreed upon commencement of employment and are subject to change in
accordance with clause 29 in your terms and conditions of employment.

Please note the Driving Personal Vehicle for Work Purposes Policy should be read in conjunction with
this policy. This policy can be found in the employee handbook. You must have a full license to
receive a mileage rate.
Failure to satisfy the above conditions will be considered a breach of contract and may result in
disciplinary action (See Section 13). Please note that you will be required to utilize a company vehicle
where available at the discretion of your line manager. In this event your mileage rates shall be
immediately discontinued.

6B. COMPANY VEHICLE

Should you be provided with a company vehicle then section 6A in its entirety shall not be applicable.

Please note that you will be required to utilize a company vehicle where available at the discretion of
your line manager.

A Company vehicle is provided once you are deemed eligible to receive same by our Insurance
Company. In the event of any employee being involved in an accident, the company may request a
driving test resulting in a low risk rating, before issuing a replacement vehicle.

A Company vehicle is provided and is essentially for business use, and should only be driven by the
staff member entrusted with that particular vehicle. In addition to business use, the Company will
permit you to use the Company Vehicle for private, and domestic purposes provided such journeys
are local, and the total mileage is kept within reason. When the vehicle is used for private purposes,
fuel should not be charged to the company but purchased personally.

While the Company pays for the cost of maintenance and servicing, it is your responsibility to ensure
that it is kept in good working and roadworthy condition. It is your responsibility to ensure that the
vehicle is serviced at appropriate intervals and to ensure this is carried out and that a record of the
service is kept in the drivers manual.

Reckless use or abuse of Company property is regarded seriously by this Company and may lead to
dismissal.

Should an accident occur, it is the responsibility of the employee to complete the relevant
documentation and return the same to current insurer. Failure to do may result in the employee being
liable for all costs associated with the accident. Any queries regarding the current insurer should be
directed to your regional sales manager.

Should you incur any fleet related fines or charges for parking, speeding etc. your line manager will
inform you of the amount owed by you. The fine or charge will then be deducted from your next salary
payment including an administration fee. It will not be possible for you to expense any such fines or
charges that are deducted as these are not considered a valid business related expense. These fines
or charges include any toll bridge charges that are issued to the company due to your failure to set up
a personal video registration account.

In addition, you have been supplied with a copy of the Company Vehicle Policy, which forms part of
this Contract of Employment. This can be located within the employee handbook.
6C. USE OF VEHICLE

The loss of your driving licence would mean that you would not be able to carry out your work for the
Company and therefore this will automatically terminate your employment with the Company as this is
an essential requirement of the role.

On social and other occasions where alcoholic drink is involved you are not permitted to use your
company vehicle.

To ensure toll bridge charges are paid, you will be required to set up a personal video registration
account, unless your vehicle has been registered with the company video registration account which
you will be advised of in advance. Any toll bridge charges must be paid directly by you and expensed
in accordance with the company expense policy. For assistance with this, please consult your line
manager.

7. HOURS OF WORK

Your normal working hours are 12:00 to 20:30. You will be required to work 5 days a week between
Monday to Saturday inclusive, but exclusive of public holidays. Your days of work will be
communicated to you in advance by your Line Manager

It is understood however, that there may be a requirement to work longer hours if the companys
business necessitates this. Overtime does not warrant additional pay.

A lunch break of one hour will normally be taken each day between the hours of 2.00pm and 5.00pm,
and can vary at your discretion in line with business requirements and in accordance with the
Organisation of Working Time Act 1997.

Your working pattern may be changed from time to time to meet the needs of the business. Your
Manager will advise you of your times of attendance. You must present yourself for work at the times
and places notified to you.

8. HOLIDAY ENTITLEMENT

The full holiday entitlement in any one year from 1st January to the 31st December is 20 days accrued
on a pro-rata basis.

You will also be required to hold a certain number of days of your holiday entitlement over for the
Christmas period. This is because CPM closes for the Christmas period.

Holidays may be taken during a 13 month period to the 31 st January in the year following the year of
entitlement. Under normal circumstances no more than 10 consecutive days may be taken during any
period.

All holiday arrangements are by written agreement with your manager. Applications for 1 or more
days annual leave must be made at least two weeks in advance. Applications for more than 5 days
must be made at least one month in advance.

Payment in lieu of leave will not be made. During the year in which you commence employment your
entitlement will be calculated on a pro rata basis according to the number of months of service that
can be completed during the year. When your employment terminates, you will be paid your accrued
holiday entitlement on a pro rata basis subject to the required period of notice being served, or, if you
have exceeded your entitlement, payment of the excess will be deducted from your final salary.

Where the employee is under notice (whether given by the employee or otherwise) the company may
direct that any accrued holidays shall be taken during the period of notice.

9. SICKNESS ABSENCE

In the event of absence from work, you are required to contact the Company as soon as possible, and
within one hour of your normal start time. Text or voicemail is not acceptable and the company policy
states that you must make direct personal contact with your line manager. Where absence is due to
illness, a certificate from a qualified medical practitioner, stating the medical reason for your absence,
must be submitted on the third day of a continuous absence and on a weekly basis thereafter. The
Company reserves the right to have you examined by a medical practitioner or a specialist of its choice.
The complete absence policy is housed on Cascade and you are required to review and adhere to it in its
entirety.

The Company does not make any payment to you while you are absent through illness.

10. MATERNITY LEAVE

In the event of pregnancy, the company encourages employees to notify their Line Manager that they
are pregnant as soon as practicable. The Social Welfare Acts provide the payment of a maternity
allowance (Maternity Benefit) for employees taking statutory maternity leave (who meet certain PRSI
and contribution conditions).

For further information please refer to our CPM Maternity Policy.

11. PENSION

The pension arrangements are administered by our appointed broker. Membership of the
arrangements is voluntary and so you are not required to join. You will not receive an employer
contribution however we will facilitate employee contributions at your request.

Should you wish to join, you must notify the Human Resources Department in writing. It is the sole
responsibility of the employee to submit a completed application form. Without returning an application
form pension contributions cannot be facilitated. Under no circumstances will contributions be
backdated and they will only commence when the application form is submitted to our pension broker.

Contributions will be deducted at source through Payroll. Income tax and PRSI relief will be applied at
source.

Normal retirement age is the age at which state pension is offered.

12. REFERENCES AND MEDICAL EXAMINATION

This offer is subject to the receipt of two references, which are suitable to us. Apart from your
declaration of medical fitness for work, you may be required to undergo a medical examination by the
company doctor prior to commencement of employment. Your continued employment by the
Company may be conditional on passing periodic medical assessments, which may include medical
examination carried out by a person authorised by the Company.

13. GRIEVANCE AND DISCIPLINARY PROCEDURES

The arrangements for the administration of probation, discipline and grievance procedures are
contained within the Company Handbook on the HR Information System. Please read these
documents carefully and ensure that you understand them. You must sign the appropriate form (sent
with the documents) stating that you have received and understood these, and return them to the
company with this contract.

14. SMOKING

The Company operates a strict No Smoking policy within its place of work. Please note your work
vehicle and our client offices are deemed as places of work also. Failure to adhere to this policy may
lead to disciplinary action up to and including dismissal.

15. TERMINATION OF EMPLOYMENT

Should you wish to resign from the Company you are required to give written notice to your line
manager as per notice periods outlined below.

Also, you are entitled to receive notice from the Company to terminate your employment.

Please find notice requirements below:

Length of service:

13 weeks - 2 years service - 1 week notice

2 years - 5 years - 2 weeks notice
5 years - 10 years - 4 weeks notice
10 years - 15 years - 6 weeks notice
More than 15 years - 8 weeks notice

The Company reserves the right to pay in lieu of any outstanding notice period and to dismiss without
notice any employee guilty of misconduct, and may suspend an employee with pay pending the
outcome of disciplinary proceedings.

The company can terminate your employment summarily without notice or payment in lieu of notice if
you are guilty of a serious breach of your contract of employment, you are grossly negligent,
demonstrate serious deficiencies in performance or if you commit an act of gross misconduct.
Examples of these are listed in the Disciplinary Procedures.

On termination of your employment for whatever reason you must return all company property.
.
16. LAY-OFF AND SHORT-TIME

The company reserves the right to lay you off from work or reduce your working hours, where through
circumstances beyond its control, it is unable to maintain you in employment.

You will receive as much notice as is reasonably possible prior to such lay-off or reduced working
week. You will not be paid during the lay-off period. You will be paid only in respect of hours actually
worked during the period of a reduced working week.

17. COMPANY HANDBOOK

Full details of all Company policies and procedures are outlined in the Company Handbook which is
available to you via The Companys HR system. Log in details for this system will be supplied to you
with your contract of employment. The Company Handbook must be read and understood in
conjunction with this agreement.

Your contract of employment and company handbook has been supplied to you in English. Should you
not be competent in the English language and require any of these documents to be supplied to you in
another language, please submit a request in writing to the HR department stating which languages
you are competent in. In the absence of any such request, the company will assume that there is no
need to supply documents or instructions in another language.

18. COLLECTIVE AGREEMENTS

There are no Collective Agreements associated with this Contract of Employment.

19. CONFIDENTIALITY

Confidentiality of Information:

For the purposes of the following paragraphs Client means the client company and companies to
which you are assigned by the Company from time to time and, in the event of the termination of your
employment with the Company howsoever arising, the client company or companies to which you
were assigned by the Company in the six months prior to such termination.

You must not divulge to third parties confidential information about the business of the Company or of
the Client. This specifically covers trade secrets, including those relating to business methods, the
Companys or the Clients products, business or affairs, lists of or particulars relating to the Companys
or the Clients suppliers, clients, customers or employees.

This obligation extends after the termination of your employment (for any reason) without time limit,
but does not apply to information which is or comes into the public domain otherwise than through an
unauthorised disclosure.

Competing Interests:

Employees of CPM will not own, either directly or indirectly (for example through some close family
member or holding company) a financial interest in another field marketing or telemarketing company,
a competitor of any client, or a supplier of goods or service to CPM or its clients. Ownership of less
than 1% of the shares of a public company is acceptable.
Garden Leave:

If you give the Company notice that you intend to terminate your contract or if the Company gives you
notice that it wishes to terminate your contract, then the Company may require you to take garden
leave for the whole or part of your period of notice. In these circumstances, the Company will require
you to remain at home on full pay during the relevant part of your notice period. The Company may
also require you:

to immediately return to the Company all documentation, articles, assets or property in your
possession, custody or power belonging to the Company or the Client, including any
confidential information;

not to contact any clients, suppliers or employees during your notice period;

not to be involved in any competitive business during your notice period;

Subject to the above, all terms of your contract of employment shall continue during any
period of garden leave.

Competitive Activities:

In addition to the above clause, in order to protect the interests of the Company and of the Client and
that of their respective employees, the following are Agreed Binding Restrictions, regarding
competitive activities;

a) During your employment you will not directly or indirectly solicit, interfere with or endeavour to
entice away from the Company or the Client, any employee or any person, firm or company
who at any time during such period is or has been a client or in the habit of dealing with the
Company or the Client, or with whom the Company or the Client may be negotiating in such
capacity, nor will you assist any other person to do any of these things.

b) For the period of 1 Month after the termination of your employment, you will not either on your
own account or for any other person or company, directly or indirectly be engaged or
interested in any capacity in any business in the Republic of Ireland in competition with the
business of the Company or the Client carried out at the termination of your employment.

c) For the period of 1 Month after the termination of your employment, you will not in connection
with any business or activity in competition with the Company or the Client either on your own
account or for any other person or company, directly or indirectly solicit or endeavour to entice
away from the Company or the Client any person, firm or company who was a client of the
Company or the Client at the date of termination of your employment or within the six months
prior to termination and with whom you have had material direct contact or in respect of whose
business you have materially worked in any case in the performance of your duties at any time
during the 12 months prior to the termination of your employment.

d) For the period of 1 Month after the termination of your employment, you will not in connection
with any business or activity in competition with the Company or the Client either on your own
account or for any other person or company, directly or indirectly provide any goods or
services to or arrange the provision of any goods or services to any person, firm or company
who was a client of the Company or the Client at the date of termination of your employment
or within the six months prior to termination and with whom you have had material direct
 contact or in respect of whose business you have materially worked in any case in the
performance of your duties at any time during the 12 months prior to the termination of your
employment.

e) For the period of 1 Month after the termination of your employment, you will not on your own
account or for any other person or company, directly or indirectly offer employment to or
employ or endeavour to entice away from the Company or Client any person employed in a
management grade by the Company or the Client immediately prior to the termination of your
employment who you have worked with or had direct contact with or had material information
about in any case in the performance of your duties at any time during the 12 months prior to
the termination of your employment.

f) Each of the undertakings in a), b), c) or d) above are considered by you and the Company to
be reasonable in all the circumstances and the duration, extent and application of each of the
restrictions are no greater than is necessary for the protection of the commercial interests of
the Company and the Client including their goodwill, confidential information and their stable
trained workforces. The undertakings shall be construed as separate and independent
undertakings so that if any part of one or more of them or the scope of one or more of them is
held to be unlawful or in any way an unreasonable restraint of trade, the remaining
undertakings or part or parts of them shall continue to bind you.
g) If you receive an offer of employment or engagement during the restricted periods set out in
this clause you shall provide the person or company making the offer with a full copy of this
clause.

You will on the termination of your employment, whether terminated by you or the Company, give back
to the Company all correspondence and other documents, papers and property belonging to the
Company or the Client which may have been prepared by you or have come into your possession in
the course of your employment and you shall not retain any copies thereof. Alternatively and at sole
option of the Company you may instead be required to furnish all correspondence and other
documents, papers and property belonging to the Client directly to the Client.

20. SEARCH

The company reserves the right to search your person, vehicle and property while on or while
departing from the company or client premises. Refusal to search will be taken into account in any
decisions.

21. INVENTIONS

If you make any invention, whether patentable or not, which relates to, or is capable of being used in
any business of the Company with which you are (at the time of making the invention) or have been
(within the two years before that time) concerned to a material degree, you must immediately disclose
it to the Company.

As between you and the Company, the ownership of all inventions made by you in the course of your
employment or in any way connected with your employment with the Company shall vest
automatically in the Company.

Decisions as to the patenting and exploitation of any Company-owned invention shall be at the sole
discretion of the Company.
22. ASSETS

During your employment you may be issued with company and/or client assets in order to complete
your duties. If you are issued with assets it is your responsibility to take due care to ensure they are
not damaged, lost or stolen. In the event of either situation arising then a deduction from your salary
may apply (for more detail on this please review the deduction clause contained within this contract).

Should you leave employment you will be obliged to return all assets to the Company. It is your
responsibility to ensure all assets are returned promptly. Should this not occur the Company reserves
the right to contact the gardai to recoup these assets.

For more information on Company/client assets please see the Assets Policy which you can find in
your employee handbook.

23. COPYRIGHT

You shall promptly disclose to the Company all copyright works or designs originated, conceived, or
made by you or with others (except those unrelated to this appointment) and shall, until such rights be
fully and absolutely vested in the Company, hold them in trust for the Company.
You hereby assign to the Company by way of future assignment, all copyrights, design rights and
other proprietary rights if any, for the full terms thereof throughout the world in respect of all copyright
works and designs originated, concerned, written or made by you in the course of your employment or
in any way connected with your employment with the Company.

You hereby agree that you will exercise any moral rights you have or may have against such third
party or parties as the Company may reasonably request from time to time and further agree not to
exercise such moral rights as against the Company, its employees, servants or agents.

24. OTHER EMPLOYMENT

You must devote the whole of your time, attention and abilities during your hours of work for the
Company, to your duties for the Company. You may not, without the permission of the Company,
whether directly or indirectly, undertake any other duties of whatever kind, during your hours of work
for the Company.

You may not, without the prior written consent of the Company, engage whether directly or indirectly,
in any business or employment that is similar to or in any way connected or competitive with the
business of the Company, outside your hours of work with the Company.

You may not, without prior written consent of the Company, engage in any other work outside of your
normal work hours. This written consent will not unreasonably refused, but is dependant on
compliance with the Organisation of Working Time Act and Health and Safety legislation.

25. HEALTH AND SAFETY

The company requires you to comply with your obligations under the Safety, Health and Welfare at
Work Act 1989 and other relevant legislation. You are expected to give your active support to
achieving the objectives of the Health and Safety Policy in your place of work, and to conform to the
procedures and practices operating in any location, at which you are working or visiting. You must
take all reasonable steps to safeguard your own health and safety, and that of any visitors to the
company premises, including contractors for service. If you are involved in an accident or incident or
personally suffer an injury, you must report it immediately to your Manager.

The Health and Safety Policy will be made available to you on commencement of employment.

26. HARASSMENT POLICY

You will be expected to adhere to the companys policy on Harassment in the Workplace. Breach of
the companys Harassment Policy will be considered misconduct, which may lead to termination of
employment.

27. FLEXIBILITY

It is a condition of your employment that you undertake any task within any area that you are directed
to perform which is relevant to the companys business and within your competence and ability.
Teamwork and co-operation are essential at all times. From time to time you will be expected to
respond to exceptional situations that are particular to the type of service CPM provides.

28. STANDARDS OF BEHAVIOUR

You must bear in mind at all times that the Company is providing a service to its many clients,
including the general public. A high standard of customer care is expected at all times and you are
expected to behave in a professional and courteous manner in all of your working endeavours.

29. STANDARD OF DRESS

You are expected to comply with the company Dress Code, a copy of which is available in the
employee handbook. The company expects a high standard of personal presentation in all interactions
with clients, suppliers and colleagues.

30. AMENDMENTS

In addition to the terms of this contract you are required to comply with the notices, instructions and
other directions that the Company issues from time to time.

The Company reserves the right to amend any of these Terms and Conditions of Employment
following reasonable discussions and individual consultation. All changes will be subject to
reasonable notice and will be confirmed in writing.

31. CRIMINAL CONVICTIONS AND PROCEEDINGS

The Company reserves the right to suspend (with or without pay depending on the circumstances) an
employee against whom criminal proceedings are pending, being instigated, or where they have been
prosecuted as a result of, (their actions) during the course of their employment. The Company will
endeavour to investigate the matter and following this the employee may be subject to the disciplinary
process dependent on the nature of the matter.

It is a condition of employment that employees inform the Company of any imminent criminal
proceedings or criminal offences that occur before and/or during their employment with the Company,
whether the matter arises in Ireland or any other jurisdiction. Failure to do so may result in the matter
being treated as gross misconduct and may result in dismissal.
32. JURISDICTION

These Terms and Conditions shall be construed and interpreted in accordance with Irish Law and any
dispute shall be the subject to the exclusive jurisdiction of the Irish Courts.

This statement of the terms and conditions of your employment with the Company is furnished to you
in accordance with the Terms of Employment (Information) Acts, 1994 2001.

Any delay by the company in exercising any of its rights under this agreement shall not constitute a
waiver thereof.

For and on behalf of

The Company

Signed: Karen Ferrie

Payroll Executive Date: 13/11/2017

ACCEPTANCE

I have read, understood and confirm that I accept employment with the Company subject to the above
terms and conditions, in particular to the provisions contained in the Confidentiality Clause.
.

Signed: Date:
(Gheorghe Sirbu)
Employee
Omnicom Code of Conduct

Introduction

Our reputation for integrity and fair dealing is essential to our continued success.

While no written policy can replace thoughtful behaviour, please read this statement carefully--it is
intended to help you focus on areas of ethical risk and provide guidance on key topics.

Compliance with Laws, Rules and Regulations

We comply with all laws of the places where we do business. Omnicom is a global company, subject
to many legal systems. Our employees doing business internationally must comply with all applicable
laws and regulations and uphold the standards provided in this Code of Business Conduct, regardless
of what others may or may not do.

Conflict of Interests; Confidential Information

We need to avoid situations where our personal interests interfere with the Company's interests. We
also need to protect confidential information.

No Insider Trading: We do not trade in Company stock on the basis of material, non-public
information concerning the Company, nor do we "tip" others who could reasonably be
expected to trade in Company securities. Confidential information should not be shared with
others, even with other employees unless of course they have a reasonable business reason
for knowing it. ("Material" information is generally regarded as information that a reasonable
investor would think is important in deciding whether to buy, hold or sell a security. In short, it
is any information that could reasonably affect the price of the security; "non-public" means
information not available to the investing community or the public at large.)

Confidentiality: Our people should maintain the confidentiality of information entrusted to

them by the Company or its clients, except when disclosure is authorized or legally mandated.
Confidential information includes proprietary information such as our plans, forecasts and
employee information, as well as any other non-public information that might be of use to
competitors or harmful to us or our clients if disclosed. It also includes information that others
have entrusted to us on a confidential basis. Our obligations not to disclose confidential
information continue even after employment ends.

Corporate Opportunities: We owe a duty to advance our employer's legitimate interests. We

do not personally take investment or other corporate opportunities that become available to
us, or family members, as a result of employment. The test for this is simple--don't take
anything offered to you, including any loan or other financial benefit, on terms that would not
be made available to you if you were not an employee of our company. This does not, of
course, prohibit customary business entertainment and non-cash gifts meant to create
goodwill and sound working relationships consistent with customary business practice. We
expect each employee to exercise good judgment and discretion in giving or accepting any
gift.
 Competition and Fair Dealing: Many of us have signed agreements that subject us to non-
competition restrictions, or prohibitions against soliciting customers or employees, any or all of
which may apply even after termination of employment. As a matter of policy, we must
vigorously enforce these kinds of limitations, whether they arise under employment
agreements, stock award agreements, acquisition agreements or otherwise. We also must
outperform our competitors through our innovation, execution and hard work, not unethical or
illegal business practices. Examples include theft of competitively sensitive information, giving
or receiving inappropriate gifts or other improper inducements that are not consistent with
customary business practice. We do not take unfair advantage of anyone through
manipulation, concealment, misrepresentation of material facts or any other unfair practice.

Discrimination and Harassment

We are an equal opportunity employer and, except in the rare case in which a bona fide occupational
qualification applies, do not discriminate against employees or job applicants on the basis of race,
religion, sex, national origin, age, disability, pregnancy or any similar status or condition. marital
status, family status and member of the travelling community

Furthermore, sexual harassment of any kind is expressly prohibited. We define sexual harassment as
unwelcome sexual advances, requests for sexual favors and/or other verbal, visual or physical
conduct of a sexual nature when:

Submission to such conduct is explicitly or implicitly made a condition of an individuals

employment or advancement;
The response to such conduct is used as a basis for employment decisions; or
The conduct has the purpose or effect of unreasonably interfering with an individuals work
performance or creating an intimidating, hostile or offensive working environment.

Health and Safety

We strive to provide a safe and healthy work environment by following safety and health rules and
practices and promptly reporting accidents, injuries and unsafe equipment, practices or conditions to a
supervisor or senior manager. We report to work in condition to perform our duties at our best.

Accounting and Record-Keeping

We require honest and accurate recording and reporting of information in order to make responsible
business decisions and accurately calculate our financial results. We document and record our
business expenses accurately. Unrecorded or "off the books" funds or other assets, charges or
obligations are strictly prohibited, as are special billing or payment procedures that suggest evasion of
tax or other requirements by the other party to them.

Protection and Proper Use of Assets

Theft, carelessness or waste of Company assets have a direct impact on our profitability. All Company
assets should only be used for legitimate business purposes.

Political Activities
Our employees are encouraged to exercise their right to participate in political activities. This decision
to become involved in political activities is entirely personal and voluntary. Therefore, Company funds
should not be used for contributions to any political party or candidate. However, we recognize our
right and responsibility to lobby on behalf of issues that affect our company and business operations,
but only in full compliance with the laws and regulations governing these activities.

Implementation and Enforcement

Acts that violate these policies will be considered outside the scope of employment and may result in
disciplinary action and legal sanctions being taken against you, including where appropriate the
immediate termination of employment.

If you have any doubts about whether you or anyone else is adhering to these principles, you should
feel free to discuss the matter with your supervisor, the manager for your unit or Omnicom's
compliance office. If you feel uncomfortable in doing that or just want to remain anonymous, you can
use the mechanism we have developed for confidentially reporting possible violations of this policy or
other improper behaviour. Details for contacting Omnicom's compliance office or otherwise reporting
possible ethical breaches have been posted on the websites of Omnicom and each of its networks.

All reports of possible violations about which management becomes aware will be promptly
considered. We will not punish any employee or representative for making any report in good faith.

Waivers

Under applicable requirements, only our Board of Directors or the Governance Committee of our
Board is permitted to waive a provision of these policies for our executive officers or directors, and we
cannot foresee circumstances in which any waiver would be granted. Waivers for any other employee
may be made only by an appropriate Company officer or business unit head, and then only under
special circumstances.

Conclusion

No set of specific rules can anticipate or capture every possible instance in which an ethical issue may
arise. Instead, all of us must be guided by the overarching principle that we are committed to fair and
honest conduct and use our judgment and common sense whenever confronted with an ethical issue.

Our reputation depends, to a very large measure, on you taking personal responsibility for maintaining
and adhering to the policies and guidelines set forth here. Your continued cooperation in this regard is
appreciated.
Omnicom Internal Control Line

Omnicom employees are required to comply with our Code of Business Conduct. In addition,
employees are encouraged to report any suspected violation of Omnicom policy (including violations
of accounting or auditing policies) or laws governing our business by Omnicom employees.

If you have any doubts about whether any employee is adhering to these principles, you should feel
free to discuss the matter with your supervisor, the financial manager for your unit or Omnicom's
General Counsel's office. If you feel uncomfortable in doing that or just want to remain anonymous,
you can use one of the methods we have established to discuss suspected violations:

Call 1-800-306-7508 (if calling from inside the United States) or 1-212-415-3364 (if calling
from outside the United States); or
Mail to Omnicom Group Inc., 437 Madison Avenue, New York, New York 10022, Attention:
General CounselEmployees will not be disciplined or suffer retaliation for reporting suspected
violations honestly and in good faith. You will not be required to identify yourself if you prefer
not to. All reports will be confidential except as necessary to conduct investigation.