Execution
      Copy

    


    AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT

    


    AGREEMENT
      dated as
      of July 6, 2007 (this “Agreement”)
      by and
      between MDC
      PARTNERS INC., a
      corporation existing under the laws of Canada (the “Company”),
      and
MITCHELL
      GENDEL (the
      “Executive”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Company and the Executive are parties to an employment agreement between the
      Executive and the Company dated November 17, 2004 (the “Original
      Employment Agreement”),
      pursuant to which served as a “General Counsel” of the Company; 

    


    WHEREAS,
      the
      parties wish to amend and restate the Original Employment Agreement on the
      terms
      and conditions hereinafter set forth; 

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and other good and valuable consideration, receipt
      of which is hereby acknowledged, the parties hereto agree as
      follows:

    


    1. Employment

    


    The
      Company agrees to continue to employ the Executive during the Term specified
      in
      paragraph 2, and the Executive agrees to accept such continued employment,
      upon
      the terms and conditions hereinafter set forth.

    


    2. Term

    


    Subject
      to the provisions contained in paragraphs 6 and 7, the Executive's employment
      by
      the Company shall continue for a term expiring on the close of business on
      May
      31, 2010 (the “Initial
      Term”);
      provided, however, the term of the Executive’s employment by the Company shall
      continue for additional one-year periods thereafter unless and until either
      party shall give to the other 30 days advance written notice of expiration
      of
      the term (a “Notice
      of Termination”)
      (the
      Initial Term and the period, if any, thereafter, during which the Executive’s
      employment shall continue are collectively referred to as the “Term”).
      Any
      Notice of Termination given under this paragraph 2 shall specify the date of
      termination. The Company shall have the right at any time during such 30 day
      notice period, to relieve the Executive of his offices, duties and
      responsibilities and to place him on a paid leave-of-absence status, provided
      that during such notice period the Executive shall remain a full-time employee
      of the Company and shall continue to receive his then current salary
      compensation, bonus and other benefits as provided in this Agreement. The date
      on which the Executive ceases to be employed by the Company, regardless of
      the
      reason therefor, is referred to in this Agreement as the “Date
      of Termination.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3. Duties
      and Responsibilities

    


    (a) Title.
      During
      the Term, the Executive shall have the position of General Counsel and Corporate
      Secretary of the Company. 

    


    (b) Duties.
      The
      Executive shall report directly to the Company’s President or such other person
      with the role and responsibilities of such executive (the "MDC
      Executive"),
      at
      such times and in such detail as the MDC Executive shall reasonably require.
      The
      Executive shall perform such duties consistent with his position as General
      Counsel, including the following: 

    


    
      	 	
              (i)

            	
              Chief
                legal counsel in overseeing all legal matters for the Company (as
                the
                ultimate parent company and public holding company) and its subsidiaries,
                including general corporate, securities and corporate governance
                matters;
                

            


    

    
      	 	
              (ii)

            	
              Chief
                legal counsel for all corporate transactional matters, including
                completing M&A and divestiture initiatives for the Company and its
                subsidiaries, as may be identified by the MDC
                Executive;

            


    

    
      	 	
              (iii)

            	
              Legal
                oversight of operations of individual business units, which shall
                include
                providing partner firms with legal support;
                and

            


    

    
      	 	
              (iv)

            	
              Legal
                support for corporate finance matters, including completing capital
                raisings for the Company and its
                subsidiaries.

            


    

    


    (c) Scope
      of Employment.
      The
      Executive's employment by the Company as described herein shall be full-time
      and
      exclusive, and during the Term, the Executive agrees that he will (i) devote
      all
      of his business time and attention, his reasonable best efforts, and all his
      skill and ability to promote the interests of the Company; and (ii) carry
      out his duties in a competent manner and serve the Company faithfully and
      diligently under the direction of the MDC Executive. Notwithstanding the
      foregoing, the Executive shall be permitted to (A) upon prior written consent
      of
      the MDC Executive, serve on the board of directors of two companies unaffiliated
      with the Company; provided that such companies are not engaged in any activity
      which is competitive with the Company or its subsidiaries and affiliates
      (collectively, the “MDC
      Group”),
      and
      (B) engage in charitable and civic activities and manage his personal passive
      investments, provided that such passive investments are not in a company which
      transacts business with the Company or its affiliates or engages in business
      competitive with that conducted by the Company (or, if such company does
      transact business with the Company, or does engage in a competitive business,
      it
      is a publicly held corporation and the Executive's participation is limited
      to
      owning less than 1% of its outstanding shares), and further provided that such
      activities (individually or collectively) do not materially interfere with
      the
      performance of his duties or responsibilities under this Agreement.

    


    (d) Office
      Location.
      During
      the Term, the Executive's services hereunder shall be performed at the offices
      of the Company, which shall be within a twenty five (25) mile radius of New
      York, NY, subject to necessary travel requirements to the Company’s offices in
      Toronto, Canada and other MDC Group company locations in order to carry out
      his
      duties in connection with his position hereunder. 

     

    
      
        
        

      

      
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    4. Compensation

    


    (a) Base
      Salary.
      As
      compensation for his services hereunder, during the Term, the Company shall
      pay
      the Executive in accordance with its normal payroll practices, an annualized
      base salary of $325,000 for the period through May 31, 2008, and thereafter
      at
      an annualized rate of $350,000, subject to periodic review by the Human
      Resources & Compensation Committee of the Board of Directors of the Company
      (the “Compensation
      Committee”)
      to
      determine appropriate increases, if any, in accordance with the Company’s
      practices and policies for other senior executives (“Base
      Salary”).

    


    (b) Annual
      Discretionary Bonus.
      During
      the Term, in respect of all calendar years beginning January 1, 2007, the
      Executive shall be eligible to receive an annual discretionary bonus in an
      amount equal to up to 75% of the then current Base Salary, based upon criteria
      determined by the MDC Executive and the Compensation Committee, which criteria
      shall include the Executive’s performance, the overall financial performance of
      the Company and such other factors as the MDC Executive and the Compensation
      Committee shall deem reasonable and appropriate (the “Annual
      Discretionary Bonus”).
      The
      MDC Executive shall communicate the criteria for the Annual Discretionary Bonus
      to the Executive within a reasonable period of time after such criteria have
      been established. The Annual Discretionary Bonus will be paid in accordance
      with
      the Company’s normal bonus payment procedures.

    


    (c) MDC
      Stock Appreciation Rights.
      As of
      the date of this Agreement, the parties acknowledge that the Executive has
      been
      awarded 50,000 Stock Appreciation Rights (the “Existing
      SARs”)
      pursuant to the Company’s Stock Appreciation Rights Plan (as amended from time
      to time, the “SAR
      Plan”)
      in
      accordance with and subject to the terms and conditions of separate SARs
      agreements entered into between the Company and the Executive (the “Existing SAR
      Agreements”).

    


    (d) Participation
      in Equity Incentive Programs.
      The
      Executive shall also be eligible to ongoing participation in all current and
      future equity incentive plans of the Company, including but not limited to
      potential awards of stock options, stock appreciation rights and/or awards
      of
      restricted shares of the Company.

    


    5. Expenses;
      Fringe Benefits 

    


    (a) Expenses.
      The
      Company agrees to pay or to reimburse the Executive for all reasonable,
      ordinary, necessary and documented business or entertainment expenses incurred
      during the Term in the performance of his services hereunder in accordance
      with
      the policy of the Company as from time to time in effect. The Executive, as
      a
      condition precedent to obtaining such payment or reimbursement, shall provide
      to
      the Company any and all statements, bills or receipts evidencing the travel
      or
      out-of-pocket expenses for which the Executive seeks payment or reimbursement,
      and any other information or materials, as the Company may from time to time
      reasonably require.    

     

    
      
        
        

      

      
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    (b) Benefit
      Plans.
      During
      the Term, the Executive and, to the extent eligible, his dependents, shall
      be
      eligible to participate in and receive all benefits under any group health
      plans, welfare benefit plans and programs (including without limitation,
      disability, group life (including accidental death and dismemberment) and
      business travel insurance plans and programs) provided by the Company to its
      senior executives and, without duplication, its employees generally, subject,
      however, to the generally applicable eligibility and other provisions of the
      various plans and programs in effect from time to time. 

    


    (c) Retirement
      Plans.
      During
      the Term, the Executive shall be eligible to participate in all retirement
      plans
      and programs (including without limitation any profit sharing plan) provided
      by
      the Company to its senior executives generally and, without duplication, its
      employees generally, subject, however, to the generally applicable eligibility
      and other provisions of the various plans and programs in effect from time
      to
      time. In addition, during the Term, the Executive shall be eligible to receive
      fringe benefits and perquisites in accordance with the plans, practices,
      programs and policies of the Company from time to time in effect which are
      made
      available to the senior executives of the Company generally and, without
      duplication, to its employees generally.

    


    (d) Vacation.
      The
      Executive shall be entitled to four weeks vacation in accordance with the
      Company's policies, with no right of carry over, to be taken at such times
      as
      shall not materially interfere with the Executive's fulfillment of his duties
      hereunder, and shall be entitled to as many holidays, sick days and personal
      days as are in accordance with the Company's policy then in effect generally
      for
      its employees.

    


    6. Termination

    


    (a) Termination
      for Cause.
      The
      Company, by direction of the Compensation Committee, the Board of Directors
      or
      the MDC Executive, shall be entitled to terminate the Term and to discharge
      the
      Executive for “Cause”
      effective upon the giving of written notice to the Executive. For purposes
      of
      this Agreement, the term “Cause” shall mean:

    


    (i) the
      Executive's failure or refusal to materially perform his duties and
      responsibilities as set forth in paragraph 3 hereof (other than as a result
      of a
      Disability (as defined in paragraph 6(d) hereof), provided that the Executive
      or
      a representative on his behalf has provided notice to the Company not more
      than
      20 days following the onset of Executive’s illness or physical or mental
      incapacity or disability) or abide by the reasonable directives of the MDC
      Executive, or the failure of the Executive to devote all of his business time
      and attention exclusively to the business and affairs of the Company in
      accordance with the terms hereof, in each case if such failure or refusal is
      not
      cured (if curable) within 20 days after written notice thereof to the Executive
      by the Company;

    


    (ii) the
      willful and unauthorized misappropriation of the funds or property of the
      Company;

     

    
      
        
        

      

      
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    (iii) the
      use
      of alcohol or illegal drugs, interfering with the performance of the Executive's
      obligations under this Agreement, continuing after written warning;

    


    (iv) the
      conviction in a court of law of, or entering a plea of guilty or no contest
      to,
      any felony or any crime involving moral turpitude, dishonesty or
      theft;

    


    (v) the
      material nonconformance with the Company's policies against racial or sexual
      discrimination or harassment, which nonconformance is not cured (if curable)
      within 10 days after written notice to the Executive by the
      Company;

    


    (vi) the
      commission in bad faith by the Executive of any act which materially injures
      or
      could reasonably be expected to materially injure the reputation, business
      or
      business relationships of the Company;

    


    (vii) the
      resignation by the Executive on his own initiative (other than pursuant to
      a
      termination by the Executive for "Good Reason" (as defined in paragraph 6(b)
      hereof);

    


    (viii) any
      breach (not covered by any of the clauses (i) through (vii) above) of paragraphs
      8, 9, 11 and 24, if such breach is not cured (if curable) within 20 days after
      written notice thereof to the Executive by the Company.

    


    Any
      notice required to be given by the Company pursuant to clause (i), (v) or (viii)
      above shall specify the nature of the claimed breach and the manner in which
      the
      Company requires such breach to be cured (if curable). In the event that the
      Executive is purportedly terminated for Cause and the arbitrator appointed
      pursuant to paragraph 18 determines that Cause as defined herein was not
      present, then such purported termination for Cause shall be deemed a termination
      without Cause pursuant to paragraph 6(c) and the Executive's rights and remedies
      will be governed by paragraph 7(b), in full satisfaction and in lieu of any
      and
      all other or further remedies the Executive may have under this
      Agreement.

    


    (b) Termination
      for Good Reason.
      Provided that a Cause event has not occurred and has not been cured (if
      curable), the Executive shall be entitled to terminate this Agreement and the
      Term hereunder for Good Reason (as defined below) at any time during the Term
      by
      written notice to the Company not more than 20 days after the occurrence of
      the
      event constituting such Good Reason. For purposes of this Agreement,
“Good
      Reason”
shall
      be limited to (i) a breach by the Company of a material provision of this
      Agreement, which breach remains uncured (if curable) for a period of 20 days
      after written notice of such breach from the Executive to the Company (such
      notice to specify the nature of the claimed breach and the manner in which
      the
      Executive requires such breach to be cured), (ii) the Company’s failure to pay
      any compensation or benefits, as set forth in paragraphs 4 or 5, which action
      is
      not reversed within 10 days after written notice of the breach from the
      Executive to the Company, (iii) a material diminution of the Executive’s duties
      and responsibilities as set forth in paragraph 3, without his prior written
      consent, which breach remains uncured (if curable) for a period of 20 days
      after
      written notice of such breach from the Executive to the Company (such notice
      to
      specify the nature of the claimed breach and the manner in which the Executive
      requires such breach to be cured). In the event that the Executive purportedly
      terminates his employment for Good Reason and the arbitrator appointed pursuant
      to paragraph 18 determines that Good Reason as defined herein was not present,
      then such purported termination for Good Reason shall be deemed a termination
      for Cause pursuant to paragraph 6(a)(vii) and the Executive’s rights and
      remedies will be governed by paragraph 7(a), in full satisfaction and in lieu
      of
      any and all other or further remedies the Executive may have under this
      Agreement.

     

    
      
        
        

      

      
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    (c) Termination
      without Cause.
      The
      Company, by direction of the Board or the MDC Executive, shall have the right
      at
      any time during the Term to terminate the employment of the Executive without
      Cause by giving written notice to the Executive setting forth a Date of
      Termination.

    


    (d) Termination
      for Death or Disability.
      In the
      event of the Executive's death, the Date of Termination shall be the date of
      the
      Executive's death. In the event the Executive shall be unable to perform his
      duties hereunder by virtue of illness or physical or mental incapacity or
      disability (from any cause or causes whatsoever) in substantially the manner
      and
      to the extent required hereunder prior to the commencement of such disability
      and the Executive shall fail to perform such duties for periods aggregating
      120
      days, whether or not continuous, in any continuous period of 360 days (such
      causes being herein referred to as “Disability”),
      the
      Company shall have the right to terminate the Executive's employment hereunder
      as at the end of any calendar month during the continuance of such Disability
      upon at least 30 days' prior written notice to him.

    


    7. Effect
      of Termination of Employment.

    


    (a) Termination
      by the Company for Cause; by the Executive without Good Reason; by Death or
      Disability; or pursuant to a Notice of Termination delivered by the Executive
      pursuant to paragraph 2 above.
      In the
      event of the termination of the employment of the Executive (1) by the Company
      for Cause; (2) by the Executive without Good Reason; (3) by reason of death
      or
      Disability pursuant to paragraph 6(d); or (4) pursuant to a Notice of
      Termination delivered by the Executive pursuant to paragraph 2 above, the
      Executive shall be entitled to the following, subject to any appropriate
      offsets, as permitted by applicable law, for debts or money due and payable
      by
      the Executive to the Company or an affiliate thereof (collectively,
“Offsets”):

    


    (i) unpaid
      Base Salary through, and any unpaid reimbursable expenses outstanding as of,
      the
      Date of Termination;

    


    (ii) all
      benefits, if any, that had accrued to the Executive through the Date of
      Termination under the plans and programs described in paragraphs 5(b) and (c)
      above, or any other applicable plans and programs in which he participated
      as an
      employee of the Company, in the manner and in accordance with the terms of
      such
      plans and programs; it being understood that any and all rights that the
      Executive may have to severance payments by the Company shall be determined
      and
      solely based on the terms and conditions of this Agreement and not based on
      the
      Company's severance policy then in effect, if any; and

     

    
      
        
        

      

      
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    (iii) notwithstanding
      anything to the contrary in any of the Existing SAR Agreements, the Executive
      will be entitled to exercise all Existing SARs which are vested as at the time
      of the Date of Termination under this section 7(a) for a period ending on a
      date
      which is the earlier of: (i) three (3) months from the Date of Termination
      and
      (ii) the expiration of such Existing SARs.

    


    In
      the
      event of termination of the employment of Executive in the circumstances
      described in this paragraph 7(a), except as expressly provided in this
      paragraph, the Company shall have no further liability to the Executive or
      the
      Executive's heirs, beneficiaries or estate for damages, compensation, benefits,
      severance or other amounts of whatever nature, directly or indirectly, arising
      out of or otherwise related to this Agreement and the Executive's employment
      or
      cessation of employment with the Company, provided that the foregoing shall
      not
      apply to any outstanding indemnification obligations of the Company in respect
      of the Executive’s good faith actions in his capacity as a member, director or
      officer thereof arising on or prior to the Date of Termination (“Outstanding
      Indemnification Obligations”).

    


    (b) Termination
      by the Company without Cause; by the Company pursuant to a Notice of Termination
      delivered pursuant to paragraph 2 above; or by the Executive for Good
      Reason.
      In the
      event of a termination (1) by the Company without Cause; (2) by the Executive
      for Good Reason; or (3) by the Company pursuant to a Notice of Termination
      delivered pursuant to paragraph 2 above, the Executive shall be entitled to
      the
      following payments and benefits, subject to any Offsets:

    


    
      	 	
              (i)

            	
              a
                severance payment (the “
                Severance Amount”)
                in an amount equal to the product of one (1) multiplied by the Executive’s
                “Total Remuneration”, plus an amount equal to one (1) month’s Base Salary
                for each calendar year in which Executive was employed by the Company
                up
                to a maximum of six (6) months. For purposes of this Agreement,
                “Total
                Remuneration”
                shall mean the sum of the Executive’s current Base Salary, plus the
                highest annual discretionary bonus earned by the Executive in the
                three
                (3) years ending December 31 of the year immediately preceding the
                Date of
                Termination. The Severance Amount described in this Section 7(b)(i),
                less
                applicable withholding of any tax amounts, shall be paid by the Company
                to
                the Executive not later than 10 business days after the applicable
                Date of
                Termination.

            


    

    


    
      	 	
              (ii)

            	
              his
                Annual Discretionary Bonus with respect to the calendar year prior
                to the
                Date of Termination, when otherwise payable, but only to the extent
                not
                already paid; 

            


    

    


    
      	 	
              (iii)

            	
              eligibility
                for a pro-rata portion of his Annual Discretionary Bonus with respect
                to
                the calendar year in which the Date of Termination occurs, when otherwise
                payable, (such pro-rata amount to be equal to the product of (A)
                the
                amount of the Annual Discretionary Bonus for such calendar year,
                times (B)
                a fraction, (x) the numerator of which shall be the number of calendar
                days commencing January 1 of such year and ending on the Date of
                Termination, and (y) the denominator of which shall equal
                365;

            


    

     

    
      
        
        

      

      
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              (iv)

            	
              unpaid
                Base Salary through, and any unpaid reimbursable expenses outstanding
                as
                of, the Date of Termination;

            


    

    


    
      	 	
              (v)

            	
              all
                benefits, if any, that had accrued to the Executive through the Date
                of
                Termination under the plans and programs described in paragraphs
                5(b) and
                (c) above, or any other applicable benefit plans and programs in
                which the
                Executive participated as an employee of the Company, in the manner
                and in
                accordance with the terms of such plans and programs; it being understood
                that any and all rights that the Executive may have to severance
                payments
                by the Company shall be determined and solely based on the terms
                and
                conditions of this Agreement (without duplication) and not based
                on the
                Company's severance policy then in effect, if
                any;

            


    

    


    
      	 	
              (vi)

            	
              continued
                participation on the same basis in the plans and programs set forth
                in
                paragraph 5(b) and to the extent permitted under applicable law,
                paragraph
                5(c) (such benefits collectively called the "Continued
                Plans")
                in which the Executive was participating on the Date of Termination
                (as
                such Continued Plans are from time to time in effect at the Company)
                for a
                period to end on the earlier of (A) the one-year anniversary of the
                Date
                of Termination and (B) the date on which the Executive is eligible
                to
                receive coverage and benefits under the same type of plan of a subsequent
                employer; provided, however, if the Executive is precluded from continuing
                his participation in any Continued Plan, then the Company will be
                obligated to pay him the economic equivalent of the benefits provided
                under the Continued Plan in which he is unable to participate, for
                the
                period specified above, it being understood that the economic equivalent
                of a benefit foregone shall be deemed the lowest cost in the Province
                of
                Ontario that would be incurred by the Executive in obtaining such
                benefit
                himself on an individual basis; 

            


    

    


    
      	 	
              (vii)

            	
              notwithstanding
                anything to the contrary in any of the Existing SAR Agreements, if
                the
                Executive is terminated pursuant to this paragraph 7(b), any and
                all
                unvested Existing SARS shall be deemed to have vested immediately
                prior to
                the Date of Termination; and 

            


    

    


    
      	 	
              (viii)

            	
              notwithstanding
                anything to the contrary in any of the Existing SAR Agreements, the
                Executive will be entitled to exercise all Existing SARs which are
                vested
                (or deemed to be vested pursuant to paragraph 7(b)(vii)) as at the
                time of
                the Date of Termination under this section 7(b) for a period ending
                on a
                date which is the earlier of: (i) three (3) months from the Date
                of
                Termination and (ii) the expiration of such Existing SARs.
                

            


    

     

    
      
        
        

      

      
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    In
      the
      event of termination of this Agreement in the circumstances described in this
      paragraph 7(b), except as expressly provided in this paragraph, the Company
      shall have no further liability to the Executive or the Executive’s heirs,
      beneficiaries or estate for damages, compensation, benefits, severance or other
      amounts of whatever nature, directly or indirectly, arising out of or otherwise
      related to this Agreement and the Executive’s employment or cessation of
      employment with the Company, provided that the foregoing shall not apply to
      any
      Outstanding Indemnification Obligations.

    


    The
      Executive shall be under no duty to mitigate damages hereunder. The making
      of
      any severance payments and providing the other benefits as provided in this
      paragraph 7(b) is conditioned upon the Executive signing and not revoking a
      separation agreement in the form attached hereto as Exhibit
      A
      (the
      "Separation
      Agreement").
       In
      the
      event the Executive breaches any provisions of the Separation Agreement or
      the
      provisions of paragraph 8 of this Agreement, in addition to any other remedies
      at law or in equity available to it, the Company may cease making any further
      payments and providing the other benefits provided for in this paragraph 7(b),
      without affecting its rights under this Agreement or the Separation
      Agreement.

    


    (c) Termination
      by the Company without Cause; by the Executive for Good Reason; or by the
      Company pursuant to a Notice of Termination delivered pursuant to paragraph
      2
      above, following a Change of Control.
      If
      within one (1) year after the closing date of any Change of Control transaction,
      the Executive’s employment is terminated: (1) by the Company without Cause; (2)
      by the Executive for Good Reason; or (3) by the Company pursuant to a Notice
      of
      Termination delivered pursuant to paragraph 2 above, the Executive shall be
      entitled to the following payments and benefits, subject to any
      Offsets:

    


    
      	 	
              (i)

            	
              a
                severance payment (the “Change
                in Control Severance Amount”)
                in an amount equal to the product of 1.5 multiplied by the Executive’s
                Total Remuneration. The Change in Control Severance Amount described
                in
                this Section 7(c)(i), less applicable withholding of any tax amounts,
                shall be paid by the Company to the Executive not later than 10 business
                days after the applicable Date of
                Termination.

            


    

    


    
      	 	
              (ii)

            	
              his
                Annual Discretionary Bonus with respect to the calendar year prior
                to the
                Date of Termination, when otherwise payable, but only to the extent
                not
                already paid; 

            


    

    


    
      	 	
              (iii)

            	
              eligibility
                for a pro-rata portion of his Annual Discretionary Bonus with respect
                to
                the calendar year in which the Date of Termination occurs, when otherwise
                payable, (such pro-rata amount to be equal to the product of (A)
                the
                amount of the Annual Discretionary Bonus for such calendar year,
                times (B)
                a fraction, (x) the numerator of which shall be the number of calendar
                days commencing January 1 of such year and ending on the Date of
                Termination, and (y) the denominator of which shall equal
                365;

            


    

     

    
      
        
        

      

      
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              (iv)

            	
              unpaid
                Base Salary through, and any unpaid reimbursable expenses outstanding
                as
                of, the Date of Termination;

            


    

    


    
      	 	
              (v)

            	
              all
                benefits, if any, that had accrued to the Executive through the Date
                of
                Termination under the plans and programs described in paragraphs
                5(b) and
                (c) above, or any other applicable benefit plans and programs in
                which the
                Executive participated as an employee of the Company, in the manner
                and in
                accordance with the terms of such plans and programs; it being understood
                that any and all rights that the Executive may have to severance
                payments
                by the Company shall be determined and solely based on the terms
                and
                conditions of this Agreement (without duplication) and not based
                on the
                Company's severance policy then in effect, if
                any;

            


    

    


    
      	 	
              (vi)

            	
              continued
                participation on the same basis in the Continued Plans in which the
                Executive was participating on the Date of Termination (as such Continued
                Plans are from time to time in effect at the Company) for a period
                to end
                on the earlier of (A) the one-year anniversary of the Date of Termination
                and (B) the date on which the Executive is eligible to receive coverage
                and benefits under the same type of plan of a subsequent employer;
                provided, however, if the Executive is precluded from continuing
                his
                participation in any Continued Plan, then the Company will be obligated
                to
                pay him the economic equivalent of the benefits provided under the
                Continued Plan in which he is unable to participate, for the period
                specified above, it being understood that the economic equivalent
                of a
                benefit foregone shall be deemed the lowest cost in the Province
                of
                Ontario that would be incurred by the Executive in obtaining such
                benefit
                himself on an individual basis; 

            


    

    


    
      	 	
              (vii)

            	
              notwithstanding
                anything to the contrary in any of the Existing SAR Agreements, if
                the
                Executive is terminated pursuant to this paragraph 7(c), any and
                all
                unvested Existing SARS shall be deemed to have vested immediately
                prior to
                the Date of Termination; and 

            


    

    


    
      	 	
              (viii)

            	
              notwithstanding
                anything to the contrary in any of the Existing SAR Agreements, the
                Executive will be entitled to exercise all Existing SARs which are
                vested
                (or deemed to be vested pursuant to paragraph 7(c)(vii)) as at the
                time of
                the Date of Termination under this section 7(c) for a period ending
                on a
                date which is the earlier of: (i) three (3) months from the Date
                of
                Termination and (ii) the expiration of such Existing SARs.
                

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    For
      the
      purposes of this Agreement, a “Change
      of Control”
shall
      be limited to the closing of a transaction which results in (i) any person(s)
      or
      company(ies) acting jointly or in concert owning, directly or indirectly, equity
      of the Company representing greater than 50% of the voting power of the
      Company's outstanding securities, or (ii) the Company selling all or
      substantially all of its assets (in each instance other than any transfer by
      the
      Company or any of its affiliates of their respective interest in the Company
      to
      another wholly-owned subsidiary of another MDC Group company).

    


    In
      the
      event of termination of this Agreement in the circumstances described in this
      paragraph 7(c), except as expressly provided in this paragraph, the Company
      shall have no further liability to the Executive or the Executive's heirs,
      beneficiaries or estate for damages, compensation, benefits, severance or other
      amounts of whatever nature, directly or indirectly, arising out of or otherwise
      related to this Agreement and the Executive's employment or cessation of
      employment with the Company, provided that the foregoing shall not apply to
      any
      Outstanding Indemnification Obligations.

    


    The
      Executive shall be under no duty to mitigate damages hereunder. The making
      of
      any severance payments and providing the other benefits as provided in this
      paragraph 7(c) is conditioned upon the Executive signing and not revoking a
      Separation Agreement. In the event the Executive breaches any provisions of
      the
      Separation Agreement or the provisions of paragraph 8 of this Agreement, in
      addition to any other remedies at law or in equity available to it, the Company
      may cease making any further payments and providing the other benefits provided
      for in this paragraph 7(c), without affecting its rights under this Agreement
      or
      the Separation Agreement.

    


    The
      Company represents and warrants to the Executive that the provisions set forth
      in Sections 7(a)(iii), 7(b)(vii), 7(b)(viii), 7(c)(vii) and 7(c)(viii) of this
      Agreement, have been approved by the Company’s Compensation
      Committee.

    


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

     

    (a) Non-Solicitation/Non-Servicing.
      The
      parties hereto agree that the covenants given in this paragraph 8 are being
      given incident to the agreements and transactions described herein, and that
      such covenants are being given for the benefit of the Company. Accordingly,
      the
      Executive acknowledges (i) that the business and the industry in which the
      Company competes is highly competitive; (ii) that as a key executive of the
      Company he has participated in and will continue to participate in the servicing
      of current clients and/or the solicitation of prospective clients, through
      which, among other things, the Executive has obtained and will continue to
      obtain knowledge of the "know-how" and business practices of the Company, in
      which matters the Company has a substantial proprietary interest; (iii) that
      his
      employment hereunder requires the performance of services which are special,
      unique, 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    extraordinary
      and intellectual in character, and his position with the Company places and
      placed him in a position of confidence and trust with the clients and employees
      of the Company; and (iv) that his rendering of services to the clients of the
      Company necessarily required and will continue to require the disclosure to
      the
      Executive of confidential information (as defined in paragraph 8(b) hereof)
      of
      the Company. In the course of the Executive's employment with the Company,
      the
      Executive has and will continue to develop a personal relationship with the
      clients of the Company and a knowledge of those clients' affairs and
      requirements, and the relationship of the Company with its established clientele
      will therefore be placed in the Executive's hands in confidence and trust.
      The
      Executive consequently agrees that it is a legitimate interest of the Company,
      and reasonable and necessary for the protection of the confidential information,
      goodwill and business of the Company, which is valuable to the Company, that
      the
      Executive make the covenants contained herein and that the Company would not
      have entered into this Agreement unless the covenants set forth in this
      paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees
      that during the period that he is employed by the Company and for a period
      of
      eighteen (18) months thereafter (such period being referred to as the
      "Restricted
      Period"),
      he
      shall not, as an individual, employee, consultant, independent contractor,
      partner, shareholder, or in association with any other person, business or
      enterprise, except on behalf of the Company, directly or indirectly, and
      regardless of the reason for his ceasing to be employed by the
      Company:

    


    (i) attempt
      in any manner to solicit or accept from any client business of the type
      performed by the Company or to persuade any client to cease to do business
      or to
      reduce the amount of business which any such client has customarily done or
      is
      reasonably expected to do with the Company, whether or not the relationship
      between the Company and such client was originally established in whole or
      in
      part through the Executive’s efforts; or

    


    (ii) employ
      as
      an employee or retain as a consultant any person, firm or entity who is then
      or
      at any time during the preceding twelve months was an employee of or exclusive
      consultant to the Company, or persuade or attempt to persuade any employee
      of or
      exclusive consultant to the Company to leave the employ of the Company or to
      become employed as an employee or retained as a consultant by any person, firm
      or entity other than the Company; or 

    


    (iii) render
      to
      or for any client any services of the type which are rendered by the
      Company.

    


    As
      used
      in this paragraph 8, the term "Company"
      shall
      include any subsidiaries of the Company and the term "client"
      shall
      mean (1) anyone who is a client of the Company on the Date of Termination,
      or if
      the Executive's employment shall not have terminated, at the time of the alleged
      prohibited conduct (any such applicable date being called the "Determination
      Date");
      (2)
      anyone who was a client of the Company at any time during the one year period
      immediately preceding the Determination Date; (3) any prospective client to
      whom
      the Company had made a new business presentation (or similar offering of
      services) at any time during the one year period immediately preceding the
      Date
      of Termination; and (4) any prospective client to whom the Company made a new
      business presentation (or similar offering of services) at any time within
      

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    six
      months after the Date of Termination (but only if initial discussions between
      the Company and such prospective client relating to the rendering of services
      occurred prior to the Date of Termination, and only if the Executive
      participated in or supervised such discussions). For purposes of this clause,
      it
      is agreed that a general mailing or an incidental contact shall not be deemed
      a
      "new business presentation or similar offering of services" or a "discussion".
      In addition, "client" shall also include any clients of other companies
      operating within the MDC group of companies to whom the Executive rendered
      services (including supervisory services) at any time during the six-month
      period prior to the Determination Date. In addition, if the client is part
      of a
      group of companies which conducts business through more than one entity,
      division or operating unit, whether or not separately incorporated (a
      "Client
      Group"),
      the
      term "client" as used herein shall also include each entity, division and
      operating unit of the Client Group where the same management group of the Client
      Group has the decision making authority or significant influence with respect
      to
      contracting for services of the type rendered by the Company. 

    


    (b) Confidential
      Information.
      In the
      course of the Executive's employment with the Company (and its predecessor),
      he
      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, client
      preferences, creative policies and ideas, advertising campaigns, creative and
      media materials, graphic design materials, sales promotions and campaigns,
      sales
      presentation materials, budgets, practices, concepts, strategies, methods of
      operation, financial or business projections of the Company and information
      about or received from clients and other companies with which the Company does
      business. The foregoing shall be collectively referred to as "confidential
      information".
      The
      Executive is aware that the confidential information is not readily available
      to
      the public and accordingly, the Executive also agrees that he will not at any
      time (whether during the Term or after termination of this Agreement), disclose
      to anyone (other than his counsel in the course of a dispute arising from the
      alleged disclosure of confidential information or as required by law) any
      confidential information, or utilize such confidential information for his
      own
      benefit, or for the benefit of third parties. The Executive agrees that the
      foregoing restrictions shall apply whether or not any such information is marked
      "confidential" and regardless of the form of the information. The term
      "confidential information" does not include information which (i) is or becomes
      generally available to the public other than by breach of this provision or
      (ii)
      the Executive learns from a third party who is not under an obligation of
      confidence to the Company or a client of the Company. In the event that the
      Executive becomes legally required to disclose any confidential information,
      he
      will provide the Company with prompt notice thereof so that the Company may
      seek
      a protective order or other appropriate remedy and/or waive compliance with
      the
      provisions of this paragraph 8(b) to permit a particular disclosure. In the
      event that such protective order or other remedy is not obtained, or that the
      Company waives compliance with the provisions of this paragraph 8(b) to permit
      a
      particular disclosure, the Executive will furnish only that portion of the
      confidential information which he is legally required to disclose and, at the
      Company's expense, will cooperate with the efforts of the Company to obtain
      a
      protective order or other reliable assurance that confidential treatment will
      be
      accorded the confidential information. The Executive further agrees that all
      memoranda, disks, files, notes, records or other documents, whether in
      electronic form or hard copy (collectively, the "material")
      compiled by him or made 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    available
      to him during his employment with the Company (whether or not the material
      constitutes or contains confidential information), and in connection with the
      performance of his duties hereunder, shall be the property of the Company and
      shall be delivered to the Company on the termination of the Executive's
      employment with the Company or at any other time upon request. Except in
      connection with the Executive's employment with the Company, the Executive
      agrees that he will not make or retain copies or excerpts of the material;
      provided that the Executive shall be entitled to retain his personal
      files.

    


    (c) Remedies.
      If the
      Executive commits or threatens to commit a breach of any of the provisions
      of
      paragraphs 8(a) or (b), the Company shall have the right to have the provisions
      of this Agreement specifically enforced by the arbitrator appointed under
      paragraph 18 or by any court having jurisdiction without being required to
      post
      bond or other security and without having to prove the inadequacy of the
      available remedies at law, it being acknowledged and agreed that any such breach
      or threatened breach will cause irreparable injury to the Company and that
      money
      damages will not provide an adequate remedy to the Company. In addition, the
      Company may take all such other actions and remedies available to it under
      law
      or in equity and shall be entitled to such damages as it can show it has
      sustained by reason of such breach.

    


    (d) Acknowledgements.
      The
      parties acknowledge that (i) the type and periods of restriction imposed in
      the
      provisions of paragraphs 8(a) and (b) are fair and reasonable and are reasonably
      required in order to protect and maintain the proprietary interests of the
      Company described above, other legitimate business interests and the goodwill
      associated with the business of the Company; (ii) the time, scope and other
      provisions of this paragraph 8 have been specifically negotiated by
      sophisticated commercial parties, represented by legal counsel, and are given
      as
      an integral part of the transactions contemplated by this Agreement; and (iii)
      because of the nature of the business engaged in by the Company and the fact
      that clients can be and are serviced by the Company wherever they are located,
      it is impractical and unreasonable to place a geographic limitation on the
      agreements made by the Executive herein. The Executive specifically acknowledges
      that his being restricted from soliciting and servicing clients and prospective
      clients as contemplated by this Agreement will not prevent him from being
      employed or earning a livelihood in the type of business conducted by the
      Company. If any of the covenants contained in paragraphs 8(a) or (b), or any
      part thereof, is held to be unenforceable by reason of it extending for too
      great a period of time or over too great a geographic area or by reason of
      it
      being too extensive in any other respect, the parties agree (x) 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 geographic areas as to which it
      may
      be enforceable and/or over the maximum extent in all other respects as to which
      it may be enforceable, all as determined by the court or arbitration panel
      making such determination and (y) 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. Each of the covenants and agreements contained in
      this paragraph 8 (collectively, the "Protective
      Covenants")
      is
      separate, distinct and severable. All rights, remedies and benefits expressly
      provided for in this Agreement are cumulative and are not exclusive of any
      rights, remedies or benefits provided for by law or in this Agreement, 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 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    claim
      by
      the other party being hereby waived). The existence of any claim,
      demand, action or cause of action of the Executive against the Company, whether
      predicated on this Agreement or otherwise, shall not constitute a defense to
      the
      enforcement by the Company of each Protective Covenant. The unenforceability
      of
      any Protective Covenant shall not affect the validity or enforceability of
      any
      other Protective Covenant or any other provision or provisions of this
      Agreement. 

    


    (e) Notification
      of Restrictive Covenants.
      Prior
      to accepting employment with any person, firm or entity during the Restricted
      Period, the Executive shall notify the prospective employer in writing of his
      obligations pursuant to this paragraph 8 and shall simultaneously provide a
      copy
      of such notice to the Company (it being agreed by the Company that such
      notification required under this paragraph 8(e) shall not be deemed a breach
      of
      the confidentiality provisions of this Agreement).

    


    (f) Tolling.
      The
      temporal duration of the non-solicitation/non-servicing covenants set forth
      in
      this Agreement shall not expire, and shall be tolled, during any period in
      which
      the Executive is in violation of any of the non-solicitation/non-servicing
      covenants set forth herein, and all restrictions shall automatically be extended
      by the period of the Executive's violation of any such
      restrictions.

    


    9. Intellectual
      Property

    


    During
      the Term, the Executive will disclose to the Company all ideas, inventions
      and
      business plans developed by him during such period which relate directly or
      indirectly to the business of the Company, including without limitation, any
      design, logo, slogan, advertising campaign or any process, operation, product
      or
      improvement which may be patentable or copyrightable. The Executive agrees
      that
      all patents, licenses, copyrights, tradenames, trademarks, service marks,
      planning, marketing and/or creative policies and ideas, advertising campaigns,
      promotional campaigns, media campaigns, budgets, practices, concepts,
      strategies, methods of operation, financial or business projections, designs,
      logos, slogans and business plans developed or created by the Executive in
      the
      course of his employment hereunder, either individually or in collaboration
      with
      others, will be deemed works for hire and the sole and absolute property of
      the
      Company. The Executive agrees, that at the Company's request and expense, he
      will take all steps necessary to secure the rights thereto to the Company by
      patent, copyright or otherwise. 

    


    10. Enforceability

    


    The
      failure of any party at any time to require performance by another party of
      any
      provision hereunder shall in no way affect the right of that party thereafter
      to
      enforce the same, nor shall it affect any other party's right to enforce the
      same, or to enforce any of the other provisions in this Agreement; nor shall
      the
      waiver by any party of the breach of any provision hereof be taken or held
      to be
      a waiver of any subsequent breach of such provision or as a waiver of the
      provision itself.

     

    
      
        
        

      

      
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    11. Assignment

    


    The
      Company and the Executive agree that the Company shall have the right to assign
      this Agreement in connection with any asset assignment of all or substantially
      all of the Company’s assets, stock sale, merger, consolidation or other
      corporate reorganization involving the Company and, accordingly, this Agreement
      shall inure to the benefit of, be binding upon and may be enforced by, any
      and
      all successors and such assigns of the Company. The Company and Executive agree
      that Executive's rights and obligations under this Agreement are personal to
      the
      Executive, and the Executive shall not have the right to assign or otherwise
      transfer his rights or obligations under this Agreement, and any purported
      assignment or transfer shall be void and ineffective, provided that the rights
      of the Executive to receive certain benefits upon death as expressly set forth
      under paragraph 7(a) of this Agreement shall inure to the Executive’s estate and
      heirs. The rights and obligations of the Company hereunder shall be binding
      upon
      and run in favor of the successors and assigns of the Company. 

    


    12. Modification

    


    This
      Agreement may not be orally canceled, changed, modified or amended, and no
      cancellation, change, modification or amendment shall be effective or binding,
      unless in writing and signed by the parties to this Agreement, and approved
      in
      writing by the MDC Executive.

    


    13. Severability;
      Survival

    


    In
      the
      event any provision or portion of this Agreement is determined to be invalid
      or
      unenforceable for any reason, in whole or in part, the remaining provisions
      of
      this Agreement shall nevertheless be binding upon the parties with the same
      effect as though the invalid or unenforceable part had been severed and deleted
      or reformed to be enforceable. The respective rights and obligations of the
      parties hereunder shall survive the termination of the Executive's employment
      to
      the extent necessary to the intended preservation of such rights and
      obligations, specifically paragraphs 7, 8, 9, 10, 11, 12, 13, 14, 15, 18, 23
      and
      24.

     

    14. Notice

    


    Any
      notice, request, instruction or other document to be given hereunder by any
      party hereto to another party shall be in writing and shall be deemed effective
      (a) upon personal delivery, if delivered by hand, or (b) three days after the
      date of deposit in the mails, postage prepaid if mailed by certified or
      registered mail, or (c) on the next business day, if sent by prepaid overnight
      courier service or facsimile transmission (if electronically confirmed), and
      in
      each case, addressed as follows:

    


    If
      to
      the Executive:

    


    Mr.
      Mitchell Gendel

    500
      E 83rd Street, Apt
      18E

    New
      York, NY 10028

     

    
      
        
        

      

      
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    If
      to
      the Company:

     

    c/o
      MDC
      Partners Inc.

    950
      Third
      Avenue

    New
      York,
      NY 10022

    Attention:
      Chief Financial Officer 

    Fax:
      (212) 937-4365

    


    Any
      party
      may change the address to which notices are to be sent by giving notice of
      such
      change of address to the other party in the manner herein provided for giving
      notice.

    


    15. Applicable
      Law

    


    This
      Agreement shall be governed by, enforced under, and construed in accordance
      with
      the laws of the State of New York, NY applicable therein. 

    


    16. No
      Conflict

    


    The
      Executive represents and warrants that he is not subject to any agreement,
      instrument, order, judgment or decree of any kind, or any other restrictive
      agreement of any character, which would prevent him from entering into this
      Agreement or which would be breached by the Executive upon his performance
      of
      his duties pursuant to this Agreement.

    


    17. Entire
      Agreement

    


    This
      Agreement and the documents referenced herein represent the entire agreement
      between the Company and the Executive with respect to the employment of the
      Executive by the Company, and all prior agreements (including, without
      limitation, the Original Employment Agreement), plans and arrangements relating
      to the employment of the Executive by the Company are nullified and superseded
      hereby.

    


    18. Arbitration

    


    (a) The
      parties hereto agree that any dispute, controversy or claim arising out of,
      relating to, or in connection with this Agreement (including, without
      limitation, any claim regarding or related to the interpretation, scope, effect,
      enforcement, termination, extension, breach, legality, remedies and other
      aspects of this Agreement or the conduct and communications of the parties
      regarding this Agreement and the subject matter of this Agreement) shall be
      settled in private by arbitration pursuant to the Arbitrations
      Act
      (Ontario) in Toronto, Ontario by a single arbitrator selected by the parties
      or,
      if the parties cannot agree, by a single arbitrator appointed by the Ontario
      Superior Court of Justice. The arbitrator may grant injunctions or other relief
      in such dispute or controversy. All awards of the arbitrator shall be binding
      and non-appealable. Judgment upon the award of the arbitrator may be entered
      in
      any court having jurisdiction. The arbitrator shall apply Ontario law to the
      merits of any dispute or claims, without reference to the rules of conflicts
      of
      law applicable therein. Suits to compel or enjoin arbitration or to determine
      the applicability or legality of arbitration shall be brought in 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    the
      Ontario Superior Court of Justice in the City of Toronto. Notwithstanding the
      foregoing, no party to this Agreement shall be precluded from applying to a
      proper court for injunctive relief by reason of the prior or subsequent
      commencement of an arbitration proceeding as herein provided. No party or
      arbitrator shall disclose in whole or in part to any other person, firm or
      entity any confidential information submitted in connection with the arbitration
      proceedings, except to the extent reasonably necessary to assist counsel in
      the
      arbitration or preparation for arbitration of the dispute. Confidential
      Information may be disclosed to (i) attorneys, (ii) parties, and (iii) outside
      experts requested by either party’s counsel to furnish technical or expert
      services or to give testimony at the arbitration proceedings, subject, in the
      case of such experts, to execution of a legally binding written statement that
      such expert is fully familiar with the terms of this provision, agree to comply
      with the confidentiality terms of this provision, and will not use any
      confidential information disclosed to such expert for personal or business
      advantage.

    


    (b) The
      Executive has read and understands this paragraph 18. The Executive understands
      that by signing this Agreement, the Executive agrees to submit any claims
      arising out of, relating to, or in connection with this Agreement, or the
      interpretation, validity, construction, performance, breach or termination
      thereof, or his employment or the termination thereof, to binding arbitration,
      and that this arbitration provision constitutes a waiver of the Executive’s
      right to a jury trial and relates to the resolution of all disputes relating
      to
      all aspects of the employer/employee relationship.

    


    (c) To
      the
      extent that any part of this paragraph 18 is found to be legally unenforceable
      for any reason, that part shall be modified or deleted in such a manner as
      to
      render this paragraph 18 (or the remainder of this paragraph 18) legally
      enforceable and as to ensure that except as otherwise provided in clause (a)
      of
      this paragraph 18, all conflicts between the Company and the Executive shall
      be
      resolved by neutral, binding arbitration. The remainder of this paragraph 18
      shall not be affected by any such modification or deletion but shall be
      construed as severable and independent. If a court finds that the arbitration
      procedures of this paragraph 18 are not absolutely binding, then the parties
      hereto intend any arbitration decision to be fully admissible in evidence,
      given
      great weight by any finder of fact, and treated as determinative to the maximum
      extent permitted by law. 

    


    19. Headings

    


    The
      headings contained in this Agreement are for reference purposes only, and shall
      not affect the meaning or interpretation of this Agreement.

     

    20. Withholdings

    


    The
      Company may withhold from any amounts payable under this Agreement such federal,
      state or local taxes as shall be required to be withheld pursuant to any
      applicable law or regulation.


    


    
      
        
        

      

      
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    21. Counterparts

    


    This
      Agreement may be executed in two counterparts or by facsimile transmission,
      both
      of which taken together shall constitute one instrument.

    


    22. No
      Strict Construction

    


    The
      language used in this Agreement will be deemed to be the language chosen by
      the
      Company and the Executive 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.

    


    23. Publicity 

    


    Subject
      to the provisions of the next sentence, no party to this Agreement shall issue
      any press release or other public document or make any public statement relating
      to this Agreement or the matters contained herein without obtaining the prior
      approval of the Company and the Executive. Notwithstanding the foregoing, the
      foregoing provision shall not apply to the extent that the Company is required
      to make any announcement relating to or arising out of this Agreement by virtue
      of applicable securities laws or other stock exchange rules, or any announcement
      by any party pursuant to applicable law or regulations.

    


    24. Non-
      Disparagement

    


    Following
      the date hereof, the Executive and the Company shall each use their reasonable
      best efforts not to disparage, criticize or make statements to the detriment
      of
      the other. 

    


    


    *  *  *  *  *


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Amended and Restated Employment Agreement as of
      the
      day and year first above written.

    
      	 	 	 
	 	
              MDC
                PARTNERS INC.

            
	 
 	 
 	 
 
	 	By:	 
	 	
              

            
	 	 
	 	
              
                

              

              Mitchell
                Gendel

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Exhibit
      A to Employment Agreement

     

    __________
      [Insert Date]       
              


     

    Mitchell
      Gendel

    


    Re: Separation
      Agreement and General Release

    


    Dear
      ___________:

    


    1. Your
      employment with MDC Partners Inc. (the "Company")
      pursuant to the Employment Agreement between the Company and you dated ____
      2007
      (the "Employment
      Agreement"),
      or
      otherwise, shall terminate effective on the close of business on (the
      "Termination
      Date").
      You
      hereby confirm your removal as of the Termination Date from any position you
      held as an employee, officer, Director or Manager of the Company or any Company
      operating within the MDC Group of companies (the “Group”).
      

    


    2. The
      Company agrees to pay you severance compensation and benefits in accordance
      with
      the applicable clause of paragraph 7 of the Employment Agreement.

    


    3. You
      shall
      submit to the Company your reimbursement request in accordance with Company
      policy for any unpaid business or entertainment expenses incurred by you through
      the Termination Date in respect of which you are entitled to be reimbursed
      under
      Company policy.

    


    4.  From
      and
      after the Termination Date, except for such rights under this Agreement or
      the
      Employment Agreement, you shall no longer be entitled to receive any further
      payments, compensation or other monies (including severance compensation) from
      the Company or any of its affiliates or to receive any of the benefits or
      participate in any benefit plan or program of the Company or any of its
      affiliates, including without limitation, any salary payment, bonus payment,
      severance payment, salary continuation payment, accrued vacation or unused
      personal days and expense reimbursements or other benefits referred to in the
      Employment Agreement. 

    


    5. You
      hereby acknowledge and affirm your obligations under the provisions of paragraph
      8 of the Employment Agreement.

    


    6. Notwithstanding
      your termination of employment as provided in this Agreement, the parties hereto
      agree that the provisions of paragraphs 8 through 24 of the Employment Agreement
      shall survive such termination to the extent necessary to the intended
      preservation of the rights and obligations set forth in such
      paragraphs.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    7. (a) You,
      for
      yourself, your heirs, executors,
      administrators,
      agents,
      representatives, successors and assigns, hereby irrevocably and unconditionally
      release the Company and its affiliates, and each of their respective employees,
      shareholders, agents, officers, directors, attorneys, representatives,
      successors and assigns of the Company and its affiliates (collectively, the
      "Releasees"),
      from
      any and all charges,
      complaints, claims, liabilities, obligations, promises, agreements, causes
      of
      action, rights, costs, losses, debts and expenses of any nature whatsoever,
      known or unknown, (collectively, the “Claims”),
      which
      you, your heirs, executors, administrators,
      representatives,
      successors and assigns ever had, now have or hereafter may have (either directly
      or indirectly, derivatively or in any other representative capacity) by reason
      of any matter, fact or cause whatsoever from the beginning of time to the date
      of this Agreement, including without limitation, any and all claims based
      upon or arising out of your Employment Agreement, your employment with the
      Company or your termination of employment with the Company; provided, however,
      the foregoing shall not apply to or release any of your rights under the terms
      of this agreement, or any existing rights which by their express terms survive
      the termination of the Employment Agreement (collectively, the “Outstanding
      Rights”).

    


    (b) You
      represent that you have not filed or permitted to be filed against the Company
      (or the other Releasees), individually or collectively, any lawsuits and you
      covenant and agree that you will not do so at any time hereafter with respect
      to
      the subject matter of this Agreement and claims released pursuant to this
      Agreement (including, without limitation, any claims relating to the termination
      of your employment), except as may be necessary to enforce this Agreement or
      any
      of the Outstanding Rights, to obtain benefits described in or granted under
      this
      Agreement or any of the Outstanding Rights, or to seek a determination of the
      validity of the waiver of your rights under applicable law.

     

    (c) You
      agree
      to cooperate on a reasonable basis with the Company and its counsel in
      connection with any investigations, administrative proceedings or litigation
      relating to any matter in which you were involved or of which you had knowledge
      as a result of your employment with the Company.

    


    (d) You
      agree
      that you will not encourage or voluntarily cooperate with any other current
      or
      former employee of the Company (or their affiliates) or any other potential
      plaintiff, to commence any legal action or make any claim against the Company
      (or any affiliate) in respect of such person’s employment or termination of
      employment with or by the Company (or any affiliate thereof) or
      otherwise.

    


    (e) You
      agree
      that on and after the Termination Date you will not apply or seek employment
      with the Company or any of its affiliates at any location or facility, and
      you
      hereby waive and release any right to be considered for such
      employment.

    


    (f) This
      Agreement does not constitute an admission by the Company of any violation
      of
      any federal, state, or local law or any contractual or other obligations, or
      of
      any wrongdoing whatsoever.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    8. For
      good
      and valuable consideration, the Company, on its behalf and on behalf of each
      of
      its affiliates and their respective successors and assigns, hereby irrevocably
      and unconditionally release you from any and all Claims which any of them ever
      had, now have or hereafter may have (either directly or indirectly, derivatively
      or in any other representative capacity) by reason of any matter, fact or cause
      from the beginning of time to the date of this Agreement arising out of your
      performance of duties as an employee or officer of the Company or another member
      of the Group or your termination of employment with the Company, except if
      a
      Claim arises out of your fraudulent conduct, your misappropriation or
      embezzlement of funds, or any other unlawful conduct; provided, however, the
      foregoing release shall not apply to or release any rights of the Company under
      the terms of this Agreement.

     

    9. You
      agree
      to keep secret and strictly confidential the existence of this Agreement and
      further agree not to disclose, make known, discuss or relay any information
      concerning this Agreement, or any of the discussions regarding the terms of
      this
      Agreement, leading up to the execution of it, to anyone other than your tax
      advisor, accountant, attorney, spouse or members of your immediate family,
      provided that any such party to whom you make such disclosure agrees to keep
      such information confidential and not disclose it to others. The foregoing
      shall
      also not prohibit disclosure (i) as may be ordered by any regulatory agency
      or court or as required by other lawful process, or (ii) as may be
      necessary for the prosecution of claims relating to the performance or
      enforcement of this Agreement or (iii) as may become generally available to
      the
      public other than by breach of this provision or (iv) you learn from a third
      party who is not under an obligation of confidence to the Company.

    


    10. In
      the
      event of a breach of the terms of this Agreement by any party, the non-breaching
      party shall be entitled to all damages allowed under applicable law.


    


    11. (a) As
      used
      in this Agreement (i) "affiliate"
      of any
      Person (as defined below) shall mean any Person that directly, or indirectly,
      through one or more intermediaries, controls, or is controlled by, or is under
      common control with such Person, and (ii) a "Person"
      shall
      mean or include an individual, a company, a limited liability company, a
      corporation or any other form of business entity.

    


    (b) All
      prior
      negotiations and discussions between the parties with respect to the subject
      matter hereof are merged into this Agreement. No representations by or on behalf
      of any party were made or relied upon except as set forth herein. This Agreement
      may not be changed, amended or modified, except by a writing signed by the
      party
      affected by such change, amendment or modification.

    


    (c) In
      the
      event any provision of this Agreement is found to be void and unenforceable
      by a
      court or other tribunal of competent jurisdiction, the remaining provisions
      of
      this Agreement shall nevertheless be binding upon the parties hereto with the
      same effect as though the void or unenforceable part had been severed and
      deleted or reformed to be enforceable.

    


    (d) The
      failure of any party at any time to require performance by another party of
      any
      provision hereunder shall in no way affect the right of that party thereafter
      to
      enforce the same, nor shall it affect any other party's right to enforce the
      same, or to enforce any of the other provisions in this Agreement; nor shall
      the
      waiver by any party of the breach of any provision hereof be taken or held
      to be
      a waiver of any subsequent breach of such provision or as a waiver of the
      provision itself. This Agreement shall be binding upon, and inure to the benefit
      of, you and your heirs, executors, administrators, successors and assignors,
      and
      MDC Partners, the Company and their respective successors and assignors.


     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have set their hands as of the date first above set
      forth.

    
      	 	 	 
	 	
              MDC
                Partners Inc.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            
	 	 
	 	
              
                

              

              Mitchell
                Gendel

            


    

     

    Dated:
      _________________________

     

    
      
        
        

      

      
        24