2007
      Form
      of RSU Agreement


    SERVICE-BASED
      AND FINANCIAL PERFORMANCE-BASED 

    RESTRICTED
      STOCK UNIT GRANT AGREEMENT

    


    


    THIS
      AGREEMENT,
      made as
      of the ___ day of November, 2007 (the “Grant
      Date”),
      between MDC Partners Inc., a Canadian corporation (the “Corporation”),
      and
      ________________ (the “Grantee”).

     

    WHEREAS,
      the Corporation has adopted the 2005 Stock Incentive Plan (the “Plan”)
      for
      the purpose of providing employees
      and consultants of the Corporation and eligible non-employee
      directors
      of the
      Corporation’s Board of Directors a proprietary interest in pursuing the
      long-term growth, profitability and financial success of the Corporation (except
      as otherwise expressly set forth herein, the capitalized terms used in this
      Agreement shall have the same definitions set forth in the Plan).

    


    WHEREAS,
      the Human Resources & Compensation Committee (the “Committee”)
      of the
      Board of Directors has determined that it is in the best interests of the
      Corporation to make the financial performance-based award set forth herein,
      which award will vest in part based on the Grantee’s continued service to the
      Company through the applicable vesting date, and in part based upon achievement
      by the Corporation of specified financial growth targets during the calendar
      years 2007 - 2009.

    


    WHEREAS,
      pursuant to the Plan, the Committee has determined to grant an Other Stock-Based
      Award to the Grantee in the form of restricted units (“Restricted
      Stock Units”)
      of
      Class A subordinate voting shares (the “Class
      A Shares”),
      subject to the terms, conditions and limitations provided herein, including
      achievement of financial performance targets, and in the Plan;

    


    NOW,
      THEREFORE, the parties hereto agree as follows:

    


    1.    Grant
      of Restricted Stock Unit.

    


    1.1    The
      Corporation hereby grants to the Grantee, on the terms and conditions set forth
      in this Agreement, the number of Restricted Stock Units set forth under the
      Grantee's name on the signature page hereto and in accordance with Section
      1.2
      (the “2007
      RSU Award”).
      Each
      Restricted Stock Unit issued as part of the 2007 RSU Award shall represent
      the
      right to receive one issued and outstanding share of the Class A Shares of
      the
      Corporation, but shall be subject to the restrictions, conditions and other
      terms set forth in this Agreement and in the Plan. 

    


    1.2    The
      Grantee's
      rights with respect to all the Class A Shares underlying the 2007 RSU Award
      shall not vest and will remain forfeitable at all times prior to the Vesting
      Date (as defined below). At any time, reference to the 2007 RSU Award shall
      be
      deemed to be a reference to the Restricted Stock Units granted under Section
      1.1
      that have neither vested nor been forfeited pursuant to the terms of this
      Agreement.

    


    1.3    This
      Agreement shall be construed in accordance with, and subject to, the terms
      of
      the Plan (the provisions of which are incorporated herein by
      reference).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.    Rights
      as Holder of Restricted Stock Units;
      Non-Transferability.

    


    With
      respect to the 2007 RSU Award, the Grantee shall have no rights as a stockholder
      of the Corporation (including the right to vote or receive dividends) with
      respect to any Class A Shares of the Corporation until the date of issuance
      to
      the Grantee of a certificate or other evidence of ownership representing such
      Class A Shares in settlement thereof. In addition, dividend equivalents will
      not
      be paid or payable with respect to the 2007 RSU Award subject to this Agreement.
      Prior
      to
      the Vesting Date, the Grantee shall not be entitled to transfer, sell, pledge,
      hypothecate or assign any portion of the 2007 RSU Award (collectively, the
      “Initial Transfer
      Restrictions”).
      Subsequent to the Vesting Date, the Grantee may only transfer, sell, pledge,
      hypothecate or assign shares of Stock issued in satisfaction of the RSU Award
      in
      accordance with Section 3.5 of this Agreement (the “Stock
      Ownership Transfer Restrictions”).

    


    3.    Vesting;
      Lapse of Restrictions.

    


    3.1    Service
      Based Award.
      The
      Initial Transfer Restrictions with respect to 34% of the 2007 RSU Award (the
      “Service
      Based Award”)
      shall
      lapse on the third (3rd)
      anniversary of the Grant Date (the “Vesting
      Date”)
      so long
      as the Grantee continues to be serving as an employee of the Corporation on
      such
      Vesting Date; provided,
      that
      the 2007 RSU Award shall vest, and the Initial Transfer Restrictions with
      respect to the 2007 RSU Award shall lapse, if sooner, on the date of any one
      of
      the following “Permitted Acceleration Events” (also a Vesting Date): (i) the
      occurrence of a Change in Control (as defined in Section 3.4 below); (ii) the
      Grantee’s employment is terminated by the Corporation other than for “cause” or
      for “good reason” (as such term is defined in the Grantee’s underlying
      employment agreement); (iii) the Grantee’s death or disability; or (iv)
      retirement at or after age 62 with the approval of the Committee. 

    


    3.2    Performance
      Based Award.

    


    (a)    Organic
      Growth Target Award.
      In the
      event that the Corporation achieves an Organic Growth Performance Factor of
      at
      least 25% as of [December 31, 2009], then the Initial Transfer Restrictions
      will
      lapse with respect to 33% of the 2007 RSU Award (the “Organic
      Growth Target Award”)
      on
      [March 15, 2010] (the “Vesting
      Date”)
      so long
      as the Grantee continues to be employed by the Corporation on such Vesting
      Date.
      In the event that the Organic Growth Performance Factor is more than 1% but
      less
      than 25%, then the Initial Transfer Restrictions will lapse with respect to
      a
      pro-rata portion of the Organic Growth Target Award on the Vesting Date
      determined based on the ratio the actual level of achievement of the Organic
      Growth Performance Factor bears to 25%, so long as that the Grantee continues
      to
      be employed by the Corporation on such Vesting Date. 

    


    (b)    Stock
      Price Target Award.
      In the
      event that the Corporation achieves a Stock Price Performance Factor of at
      least
      15% as of [December 31, 2009], then the Initial Transfer Restrictions will
      lapse
      with respect to 33% of the 2007 RSU Award (the “Stock
      Price Target Award”)
      on
      [March 15, 2010] (the “Vesting
      Date”)
      so long
      as the Grantee continues to be employed by the Corporation on such Vesting
      Date.
      In the event that the Stock Price Performance Factor is more than 1% but less
      than 15%, then the Initial Transfer Restrictions will lapse with respect to
      a
      pro-rata portion of the Stock Price Target Award on the Vesting Date, determined
      based on the ratio the actual level of achievement of the Stock Price
      Performance Factor bears to 15%, so long as the Grantee continues to be employed
      by the Corporation on such Vesting Date. 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (c)    Notwithstanding
      anything to the contrary set forth above, the Initial Transfer Restrictions
      shall lapse with respect to the Organic Growth Target Award and the Stock Price
      Target Award on the occurrence of a Permitted Acceleration Event. In addition,
      in the event the Grantee (i) is terminated by the Corporation without Cause
      or
      (ii) dies or becomes Disabled, as defined below, the number of Restricted Stock
      Units under the Performance Based Award in which the Grantee shall vest on
      any
      Vesting Date shall be the product of (a) the number of Restricted Stock Units
      under the 2007 RSU Award that would otherwise vest in accordance with Section
      3.2(a) and 3.2(b) hereof on such date, if any and (b) a fraction, the numerator
      of which shall be the number of full months of service completed by the Grantee
      prior to his or her termination without Cause, death or Disability, as
      applicable and after the Grant Date, and the denominator of which shall be
      (x)
      in the case of vesting as a result of achievement of the Organic Growth
      Performance Factor or the Stock Price Performance Factor, the number of months
      in the relevant performance period, as set forth in Section 3.4 hereof, or
      (y)
      in the case of a Permitted Acceleration Event as defined in Section 3.1, the
      number of full months from the Grant Date to the applicable Vesting Date. Any
      portion of the Performance Based Award that does not and, as a result of the
      application of this Section 3.2(c) cannot, vest shall be forfeited and
      automatically transferred to and reacquired by the Corporation at no cost to
      the
      Corporation, and neither the Grantee nor any heirs, executors, administrators
      or
      successors of such Grantee shall thereafter have any right or interest in such
      Restricted Stock Units.

    


    3.3    General
      Termination Provisions.
      Notwithstanding anything in this Agreement to the contrary, upon any termination
      of a Grantee for Cause [or the resignation by the Grantee of his or her
      employment without “good reason”] prior to the Vesting Date, the then-unvested
      portion of the 2007 RSU Award immediately shall be forfeited in its entirety
      and
      automatically transferred to and reacquired by the Corporation at no cost to
      the
      Corporation, and neither the Grantee nor any heirs, executors, administrators
      or
      successors of such Grantee shall thereafter have any right or interest in such
      Restricted Stock Units. In addition, any portion of the 2007 RSU Award that
      is a
      Performance Based Award that has not vested as of [March 16, 2010] shall be
      forfeited on such date and automatically transferred to and reacquired by the
      Corporation at no cost to the Corporation and neither the Grantee nor any heirs,
      executors, administrators or successors of such Grantee shall thereafter have
      any right or interest in such Restricted Stock Units.

    


    3.4    Additional
      Transfer Restrictions.
      The
      Grantee may not at any time prior to the Vesting Date, transfer, sell, pledge,
      hypothecate or assign any portion of the 2007 RSU Award. From and after the
      Vesting Date, the Grantee may not transfer, sell, pledge, hypothecate or assign
      any Class A Shares issued or issuable in connection with the 2007 RSU Award
      unless the Committee determines, with the advice of the General Counsel and/or
      Chief Financial Officer of the Corporation, that Grantee has satisfied the
      Corporation’s Stock
      Ownership Guidelines,
      as in
      effect from time to time, and any transfer, sale, pledge, hypothecation or
      assignment of any such Class A Shares would not cause Grantee to fail to satisfy
      such Stock Ownership Guidelines. Notwithstanding the foregoing Stock Ownership
      Transfer Restrictions, the Grantee will be permitted to sell a sufficient number
      of Class A Shares to satisfy his applicable income tax liability in connection
      with the lapse of the Initial Transfer Restrictions (or delivery of Class A
      Shares in connection with such lapse of the Initial Transfer Restrictions)
      on a
      Vesting Date.

    


    3.5    Certain
      Definitions.
      For
      purposes of the foregoing, the following terms shall have the following
      meanings:

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (a)    “Organic
      Growth Performance Factor”
      means the percentage by which the [cumulative organic revenue growth of the
      Corporation during the period from [January 1, 2007 through December 31, 2009]
      exceeds the average organic revenue growth of the entities set forth on Schedule
      A hereof (the “Peer
      Group”)
      during the same period], as determined by the Committee.

    


    (b)    “Stock
      Price Performance Factor”
      means the percentage by which the [cumulative appreciation in the stock price
      of
      the Corporation (“Stock
      Price Growth”)
      during the period from [January 1, 2007 through December 31, 2009] exceeds
      the
      average stock price appreciation of the Peer Group during the same period],
      as
      determined by the Committee.

    


    (c)    “Performance
      Measure Components”
      means,
      collectively, the Organic Growth Performance Factor and the Stock Price
      Performance Factor.

    


    (d)    “Cause”
means
      the Grantee’s termination by reason of (i)
      his continued or willful failure substantially to perform his duties for the
      Corporation, (ii) his willful and serious misconduct in connection with the
      performance of his duties for the Corporation, (iii) the Grantee’s conviction
      of, or entering a plea of guilty or nolo contendere
      to, a crime that constitutes a felony or a crime involving moral turpitude,
      (iv)
      his fraudulent or dishonest conduct or (v) his material breach of any of his
      obligations or covenants under any written policies of the Corporation or any
      written agreement between such Grantee and the Corporation.

    


    (e)    “Change
      in Control”
      shall have the meaning set forth in Section 2(b) of the Plan, provided that
      the
      reference to “twenty-five
      percent (25%) or more of the combined voting power of MDC's then outstanding
      voting securities”
      in Section 2(b)(i) of the Plan shall, for purposes of this 2007 RSU Award,
      be
      amended to read “fifty
      percent (50%) or more of the combined voting power of MDC's then outstanding
      voting securities”;
      and, provided further, that the reference in Section 2(b)(iii)(A)(III)(3) to
      “twenty five percent (25%) or more of the combined voting power of the Surviving
      Corporation’s voting securities outstanding immediately following such
      transaction” shall, for purposes of this 2007 RSU Award, be amended to read
“fifty percent (50%) or more of the combined voting power of the Surviving
      Corporation’s voting securities outstanding immediately following such
      transaction”.

    


    (f)    “Disability”
      shall
      mean a mental or physical condition of the Grantee rendering him unable to
      perform his duties for the Corporation for a period of six (6) consecutive
      months or for 180 days within any consecutive 365-day period and which is
      reasonably expected to continue indefinitely; provided
      that if,
      as of the date of determination, the Grantee is a party to an effective
      employment agreement with a different definition of “Disability” or any
      derivation of such term, the
      definition of “Disability” (or its derivation) contained in such employment
      agreement shall be substituted for the definition set forth above for all
      purposes hereunder.

    


    4.    Delivery
      of Shares.

    


    (a)    Certificates
      (or an electronic "book entry") representing those Class A Shares issued in
      settlement of Restricted Stock Units in respect of which the Initial Transfer
      Restrictions have lapsed pursuant to Section 3 hereof shall be delivered to
      the
      Grantee as soon as practicable following the applicable Vesting
      Date.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (b)    The
      Grantee, or the executors or administrators of the Grantee's estate, as the
      case
      may be, may receive, hold, sell or otherwise dispose of those Class A Shares
      of
      the Corporation delivered to him or her pursuant to this Section 4 free and
      clear of the Initial Transfer Restrictions, but subject to compliance with
      the
      Stock Ownership Transfer Restrictions and all applicable federal and state
      securities laws. 

     

    5.    No
      Right to Continued Retention.
      Nothing
      in this Agreement or the Plan shall be interpreted or construed to confer upon
      the Grantee any right with respect to continuance as an employee, nor shall
      this
      Agreement or the Plan interfere in any way with the right of the Corporation
      to
      terminate the Grantee's service as an employee at any time.

    


    6.    Adjustments
      Upon Change in Capitalization.
      If, by
      operation of Section 10 of the Plan, the Grantee shall be entitled to new,
      additional or different shares of stock or securities of the Corporation or
      any
      successor corporation or entity or other property, such new, additional or
      different shares or other property shall thereupon be subject to all of the
      conditions and restrictions which were applicable to the Restricted Stock Units
      immediately prior to the event and/or transaction that gave rise to the
      operation of Section 10 of the Plan.

    


    7.    Modification
      of Agreement; Adjustment of Performance Measures by the
      Committee.
      

     

    (a)    Except
      as
      set forth in the Plan and herein, this Agreement may be modified, amended,
      suspended or terminated, and any terms or conditions may be waived, but only
      by
      a written instrument executed by the parties hereto. Notwithstanding the
      foregoing, the Committee shall adjust the Performance Measure Components in
      the
      event that the Corporation acquires or disposes any material assets or
      business.

    


    (b)    It
      is the
      parties' intent that the 2007 RSU Grant and the potential issuance of Class
      A
      Shares hereunder shall comply with the provisions of Section 409A of the U.S.
      Tax Code. Accordingly, notwithstanding any provision to the contrary contained
      herein, the parties agree that this Agreement may be amended to conform to
      their
      intent as set forth in the preceding sentence and that they shall work together
      in good faith to accomplish such amendment taking into account any regulations
      or other guidance issued after the date of this Agreement under Tax Code Section
      409A.

    


    8.    Severability.
      Should
      any provision of this Agreement be held by a court of competent jurisdiction
      to
      be unenforceable or invalid for any reason, the remaining provisions of this
      Agreement shall not be affected by such holding and shall continue in full
      force
      and effect in accordance with their terms. 

    


    9.    Governing
      Law.
      The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of the State of New York without regard to its conflict
      of laws principle, except to the extent that the application of New York law
      would result in a violation of the Canadian Business Corporation
      Act.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    10.    Successors
      in Interest.
      This
      Agreement shall inure to the benefit of and be binding upon any successor to
      the
      Corporation. This Agreement shall inure to the benefit of the Grantee's heirs,
      executors, administrators and successors. All obligations imposed upon the
      Grantee and all rights granted to the Corporation under this Agreement shall
      be
      binding upon the Grantee's heirs, executors, administrators and successors.
      

     

    
      
        	MDC PARTNERS
                INC.	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:	
                
Michael
                Sabatino	 	 	
              
	Title: 	Chief
                Accounting
                Officer	 	 	 


      

       

      
        
          	MDC PARTNERS
                  INC.	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:	
                  
Mitchell
                  Gendel	 	 	
                
	Title: 	General
                  Counsel	 	 	 


        

         

        
          	GRANTEE:	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	
                   

                   

                  Name:

                	
                  

                	 	 	
                
	 	
                  
 	 	 	 


        

        Number
          of Restricted Stock Units Hereby
          Granted: 


        

 

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

    

    Schedule
      A

     

    
 

     

    
      
        
        

      

      7