Execution
      Copy

    


    EMPLOYMENT
      AGREEMENT

    


    AGREEMENT
      dated as
      of July 19, 2007 (this “Agreement”)
      by and
      between MDC
      PARTNERS INC., a
      corporation existing under the laws of Canada (the “Company”),
      and
DAVID
      DOFT (the
      “Executive”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Company wishes to employ the Executive and the Executive wishes to accept such
      employment, upon 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 employ the Executive during the Term specified in paragraph
      2,
      and the Executive agrees to accept such 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 commence on August 10, 2007 and shall continue for a term
      expiring on the close of business on July 31, 2010 (the “Initial
      Term”);
      provided, however, the term of the Executive’s employment by the Company under
      this Agreement shall automatically renew for additional one-year periods
      thereafter unless and until either party shall give to the other 45 days advance
      written notice of expiration of any such 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 45 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 therefore, 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 Chief Financial Officer
      of
      the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Duties.
      The
      Executive shall report solely and directly to the Board of Directors of the
      Company (the "Board")
      and
      the Chief Executive Officer of the Company (the “CEO”),
      at
      such times and in such detail as it or he shall reasonably require. The
      Executive shall perform such executive and managerial duties, and shall only
      have authorities and responsibilities, consistent with his position as
      designated in paragraph 3(a) in a corporation of the size and nature of the
      Company, and as may reasonably be assigned to him from time to time by or under
      authority of the Board and/or the CEO. The Executive shall be invited to attend
      and participate at Board meetings from time to time during the Term


    


    (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
      substantially 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 CEO. Notwithstanding the
      foregoing, the Executive shall be permitted to (A) upon prior written consent
      of
      the CEO (which shall not be unreasonably withheld), 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
      directly competitive with that conducted by the Company (or, if such company
      does transact business with the Company, or does engage in a directly
      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. 

    


    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 $300,000, 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 (but not decreases), if any, in accordance
      with
      the Company’s practices and policies for other senior executives (including any
      such increase, if any, “Base
      Salary”).
      The
      initial review by the Compensation Committee of Executive’s Base Salary shall
      occur at the first regularly-scheduled Compensation Committee meeting following
      the first anniversary of Executive’s first date of employment, but in no event
      later than February 1, 2009.

     

    
      
        
        

      

      
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    (b) Sign-on
      Bonus.
      On or
      prior to September 10, 2007, and provided that Executive remains a full-time
      employee of the Company at such time, the Company shall pay the Executive a
      lump-sum cash sign-on bonus in an amount equal to $50,000 (the “Sign-on
      Bonus”).
      

    


    (c) Calendar
      Year 2007 Cash Bonus.
      In
      respect of calendar year 2007 only, the Executive shall receive a minimum cash
      bonus in the amount of $150,000, to be paid on or prior to March 31, 2008 (the
      “2007
      Cash Bonus”),
      subject to the Executive’s continued employment with the Company through the
      bonus payment date. 

    


    (d) Annual
      Discretionary Bonus.
      During
      the Term, in respect of all calendar years beginning with January 1, 2008,
      the
      Executive shall be eligible to receive an annual discretionary bonus with a
      target of 100% of the Base Salary, as determined by the CEO and the Compensation
      Committee in accordance with the terms and conditions of the Company’s annual
      incentive plan, based upon the Executive’s performance, the overall financial
      performance of the Company and such other factors as the MDC CEO and the Board
      shall deem, in consultation with Executive, reasonable and appropriate (the
      "Annual
      Discretionary Bonus"),
      to be
      paid in accordance with the Company’s normal bonus payment procedures and at the
      same time other
      senior executives of the Company are paid their annual incentive
      awards.
      The
      Annual Discretionary Bonus will be paid 50% in cash, and 50% in the form of
      the
      Company’s Class A subordinate voting shares (or substantially equivalent
      shares), which shares may be issued subject to time or performance-based vesting
      restrictions, or some combination of the two in accordance with the Company’s
      annual incentive plan.

    


    (e) Restricted
      Stock.
      Upon
      the commencement of his employment with the Company, the Executive shall receive
      an award of 35,000 restricted shares of the Company’s Class
      A
      subordinate voting shares
      (“MDC
      Restricted Stock”),
      in
      accordance with and subject to the terms and conditions of a separate restricted
      stock agreement (the "MDC
      Restricted Stock Agreement")
      to be
      executed and delivered by the Executive and the Company.

    


    (f) Participation
      in Equity Incentive Programs.
      During
      the Term, the Executive shall also be eligible to participate in all current
      and
      future equity incentive plans of the Company available to its senior executives,
      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,
      medical, dental, hospitalization, vision, 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, pension, 401(k),
      savings, estate preservation and other retirements plans or programs) provided
      by the Company to its senior executives based in the United States generally
      and, without duplication, its employees based in the United States 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 paid 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 and/or other senior executives.

    


    (e) Car
      Allowance and other Perquisites.
      During
      the Term, the Company will provide the Executive with an annual allowance of
      $25,000 (the “Perquisite
      Allowance”)
      to
      cover the costs of (i) leasing, insuring, garaging and maintaining an automobile
      for use in the business of the Company, (ii) the monthly dues, fees and other
      charges at a club of the Executive’s choice (including, but not limited to, any
      additional charges incurred relating to the Company’s business), and (iii) the
      costs of other perquisites, which Perquisite Allowance shall be paid in
      accordance with the Company’s normal payroll practices. In addition, the Company
      shall pay the costs related to a reasonable number of continuing education
      classes relating to the Executive’s duties at the Company, as the same may be
      approved in advance by the CEO or the Board.

    


    (f) Legal
      Expenses.
      The
      Company shall pay or reimburse the Executive for the reasonable legal fees
      and
      expenses incurred by the Executive in connection with the negotiation of this
      Agreement, against submission of invoices for such legal fees, not to exceed
      $20,000. 

     

    
      
        
        

      

      
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    6. Termination

    


    (a) Termination
      for Cause.
      The
      Company, by direction of the Compensation Committee, the Board of Directors
      or
      the CEO, shall be entitled to terminate the Term and to discharge the Executive
      for “Cause”
in
      accordance with this Section 6. For purposes of this Agreement, the term “Cause”
shall be limited to:

    


    (i) the
      Executive's willful 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 CEO,
      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;

    


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

    


    (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, material 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), which shall not be deemed a breach of this Agreement; and

    


    (viii) any
      breach (not covered by any of the clauses (i) through (vii) above) of paragraphs
      8, 9, 11 and 25, 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), (iii), (v),
      (vi) 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).

     

    
      
        
        

      

      
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    (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 45 days after Executive’s actual
      knowledge of the occurrence of the event constituting such Good Reason. For
      purposes of this Agreement, “Good
      Reason”
shall
      be limited to (i) a material 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) a reduction in Executive’s
      then current Base Salary or target bonus opportunity as a percentage of Base
      Salary, (iii) a material diminution of the Executive’s title, duties or
      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); (iv) a change in the reporting structure so that
      Executive reports to someone other than the Board or the CEO; or (v) relocation
      of the Executive’s principal office to a location more than 25 miles outside New
      York, NY. 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). 

    


    (c) Termination
      without Cause.
      The
      Company, by direction of the Board or the CEO, shall have the right at any
      time
      during the Term to terminate the employment of the Executive without Cause
      by
      giving thirty (30) days advance 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) as
      determined by a medical doctor selected by the Executive and the
      Company,
      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 150 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.


    


    
      
        
        

      

      
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    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;

    


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

    


    (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.

    


    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 or directors & officers insurance
      obligations of the Company in respect of the Executive’s good faith actions in
      his capacity as a member, director, employee or officer thereof arising on
      or
      prior to the Date of Termination (“Outstanding
      Indemnification Obligations”).
      All
      outstanding equity awards shall be governed by the terms of the applicable
      plan,
      program or arrangement of the Company and the relevant equity award
      documents.

    


    (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:

    


    
      	 	
              (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 two (2) 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 

            


    

     

    
      
        
        

      

      
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            	Executive’s
              current Base Salary and Perquisite Allowance, 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.
              In
              the event  Executive’s employment is terminated hereunder prior
              to the payment of the first annual discretionary bonus, the Severance
              Amount shall be calculated using the target award as described in Section
              4(d) above. 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; provided, that, if at the Date of Termination, the Executive
              is a “specified employee” within the meaning of Section 409A of the
              Internal Revenue Code of 1986 (as amended), and if required to comply
              with
              Section 409A of the Internal Revenue Code of 1986 (as amended), then
              such
              payment shall not be made within 10 business days after the Date of
              Termination but shall instead be made within 10 business days following
              the six-month anniversary of the Date of
              Termination.


    

     

    
      	 	
              (ii)

            	
              his
                Annual Discretionary Bonus (or 2007 Cash Bonus, if applicable) with
                respect to the calendar year prior to the Date of Termination, when
                otherwise payable to active participants in the discretionary bonus
                plan
                (which in no event will be later than two and one-half months following
                the end of the preceding calendar year), but only to the extent not
                already paid; 

            


    

    


    
      	 	
              (iii)

            	
              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 to active participants in the discretionary bonus plan, (which
                in
                no event will be later than two and one-half months following the
                end of
                the preceding calendar year), (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;

            


    

    


    
      	 	
              (iv)

            	
              unpaid
                Base Salary and Perquisite Allowance 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;
                and

            


    

     

    
      
        
        

      

      
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              (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.

            


    

    


    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 substantially in the form attached hereto as Exhibit
      A
      (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:

    


    
      	 	
              (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; provided, that, if
                at the
                Date of Termination, the Executive is a “specified employee” within the
                meaning of Section 409A of the Internal Revenue Code of 1986(as amended),
                and if required to comply with Section 409A of the Internal Revenue
                Code
                of 1986 (as amended), then such payment shall not be made within
                10
                business days after the Date of Termination but shall instead be
                made
                within 10 business days following the six-month anniversary of the
                Date of
                Termination.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              his
                Annual Discretionary Bonus with respect to the calendar year prior
                to the
                Date of Termination, when otherwise payable to active participants
                in the
                discretionary bonus plan (which in no event will be later than two
                and
                one-half months following the end of the preceding calendar year),
                but
                only to the extent not already paid;


            


    

    


    
      	 	
              (iii)

            	
              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 to active participants in the discretionary bonus plan (which
                in
                no event will be later than two and one-half months following the
                end of
                the preceding calendar year), (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;

            


    

    


    
      	 	
              (iv)

            	
              unpaid
                Base Salary and Perquisite Allowance 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 (other than any Continued Plan
                that is
                terminated by the Company on or after the Date of Termination), 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.

            


    

     

    
      
        
        

      

      
        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. 

    


    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, 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,
      

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    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
      fifteen (15) 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
      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. 

    Anything
      herein to the contrary notwithstanding, it shall not be a breach of
      Section
      8(a)(i)
      if any such client had a relationship with any subsequent employer that
      pre-existed Executive working for such employer.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (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, other than in the
      ordinary course of lawfully performing his duties for the Company, 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 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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    (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 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. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    (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, at the Company’s sole expense. 

    


    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.

    


    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, provided that the assignee or transferee is the successor to all
      or
      substantially all of the assets of the Company and assumes the liabilities,
      obligations and duties of the Company under this Agreement, either contractually
      or as a matter of law. 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. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    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 CEO.

    


    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.
      David
      Doft, at his last address listed in the Company’s records

    


    with
      a
      copy to:

    Thompson
      Wigdor & Gilly LLP

    350
      Fifth Avenue, Suite 5720

    New
      York, New York 10118

    Attn:
      Andrew S. Goodstadt, Esq.

    Fax:
      212-239-9001

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    If
      to
      the Company:

     

    c/o
      MDC
      Partners Inc.

    950
      Third
      Avenue

    New
      York,
      NY 10022

    Attention:
      General Counsel  

    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 without regard to its conflicts of law
      principles. 

    


    16. Representations
      and Warranties

    


    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.

    


    The
      Company represents and warrants that (i) the execution, delivery and
      performance of this Agreement by the Company has been fully and validly
      authorized by all necessary corporate action, and (ii) the officer signing
      this Agreement on behalf of the Company is duly authorized to do
      so..

    


    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 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Agreement)
      shall be settled in private by binding
      arbitration,
      to
be
      held
      in
the
      Borough of Manhattan in New York City, in accordance with the Commercial
      Arbitration Rules (and not the National Rules for the Resolution of Employment
      Disputes) of the American Arbitration Association and this Section 18.
Judgment
      upon the award rendered
      by
      the
      arbitrator(s)
      may be
      entered in any court having jurisdiction
      thereof.
      Pending the resolution of any arbitration proceeding, the Executive (and his
      beneficiaries) shall continue to receive all payments and benefits due under
      this Agreement or otherwise.
      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.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    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. Indemnification
      and Liability Insurance.
      The
      Company agrees to continue and maintain a directors’ and officers’ liability
      insurance policy covering the Executive at a level, and on terms and conditions,
      no less favorable to him than the coverage the Company provides other
      similarly-situated executives until such time as suits against the Executive
      are
      no longer permitted by law, and the Company agrees to indemnify the Executive
      to
      the fullest extent permitted by the Company’s Bylaws.

    


     

    25. Non-
      Disparagement

    


    Following
      the date hereof, the Executive and the Company shall each use their reasonable
      best efforts not to publicly disparage, criticize or make statements to the
      detriment of the other. Notwithstanding the foregoing, nothing in this paragraph
      shall prevent any person from (a) responding publicly to incorrect, disparaging
      or derogatory public statements to the extent reasonably necessary to correct
      or
      refute such public statement, or (b) making any truthful statement to the extent
      required by
      order
      of a court or other body having jurisdiction or required by law. .

     

    *  *  *  *  *


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


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

    
      	 	 	 
	 	MDC
              PARTNERS INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	 
	 	
              

              David
                Doft

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Exhibit
      A to Employment Agreement

     

    __________
      [Insert
      Date]               
       

    


    David
      Doft

    


    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,
      officers, directors (provided,
      however, that any such release in favor of such employees, officers and
      directors shall be limited to their corporate capacities in connection with
      the
      Company), 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, any rights to indemnification as an officer or director
      of
      the Company 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. The Company shall promptly
      reimburse you for all costs and expenses reasonably incurred by you in
      connection with rendering assistance to the Company in connection with this
      Section 7(c), including without limitation reasonable fees and disbursements
      of
      separate counsel of your choice if appropriate. Such expenses shall be
      reimbursed promptly after the Executive’s submission to the Company of
      statements in such reasonable detail as the Company may require. 

    


    (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.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


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

    


    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.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    (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.


    


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

    
      	 	 	 
	 	MDC
              Partners Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              
                Title:

              

            
	 	
              
                

              

              David
                Doft

            


    

     

    Dated:
      _________________________

     

    
      
        
        

      

      
        24