Exhibit
10.2

    

     

    MDC
PARTNERS INC.

     

    


     

    January
26, 2011 [form]         


     

    [name of
Grantee]

     

     

    MDC
Partners Inc.

    950 Third
Avenue

    New York,
N.Y.  10022

     

    Dear
________,

     

    Reference
is made to the 2005 Stock Incentive Plan (as amended, the “Plan”) maintained by MDC
Partners Inc., a Canadian corporation (the “Corporation”).  Capitalized
terms used in this Letter Agreement and not defined herein will have the same
definitions as set forth in the Plan.

     

    1.  Agreement
to Make EVARS Grants.  Pursuant to the terms and conditions of
this Letter Agreement and the Plan, as the same may be amended from time to
time, the Corporation agrees to grant ___________ (the “Grantee”) Extraordinary Equity
Value Appreciation Restricted Stock Awards (the “EVARS”) covering up to _____
Class A Shares during the period from January 1, 2011 through December 31, 2013
(the “Grant
Period”).

     

    The
Grantee will immediately be granted an initial 10% of the EVARS award, or
_____Class A shares of restricted stock, subject to vesting on December 31,
2013.  The Grantee will also receive up to an additional _______ Class
A shares during the Grant Period, subject to the achievement of the performance
targets described below and Grantee’s continued employment as of the applicable
grant date for any EVARS.

     

    The EVARS
are designed to closely align the interests of the Corporation’s management with
our shareholders, and to reward members of the management team, such as the
Grantee, for extraordinary shareholder value creation based on objective
financial performance measures.  The future grant of the EVARS is
conditioned on the Corporation’s achievement of extraordinary equity value
appreciation over the next three years.

     

    2.  Terms and
Conditions of EVARS.  Each EVAR granted to the Grantee during
the Grant Period will represent the right to receive one issued and outstanding
Class A Share on December 31, 2013, which will be the “Settlement Date” for the EVARS
that are granted during the Grant Period, subject to the Grantee’s compliance
with the terms and conditions set forth herein and in the grant agreement that
will be issued at the time any EVARS are granted (the “Grant
Agreement”).  The Grant Agreement will set forth the settlement
provisions applicable to the EVARS, including the consequences of a termination
of the Grantee’s employment prior to the Settlement Date, and will be
substantially consistent with the form attached hereto as Exhibit
A.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  Stock
Price Targets.  The actual number of EVARS to be granted to the
Grantee during the Grant Period will be determined based on the level of
achievement of the following stock price targets (the “Stock Price
Targets”):

     

    
      	
               
      

            	
              ·

            	
              If
      the 15-day weighted average trading price on Nasdaq of the Class A Shares
      equals or exceeds $20.00 at any time during the Grant Period, the
      Corporation will award the Grantee ____
EVARS.

            


    

     

    
      	
               
      

            	
              ·

            	
              If
      the 15-day weighted average trading price on Nasdaq of the Class A Shares
      equals or exceeds $22.75 at any time during the Grant Period, the
      Corporation will award the Grantee _____
EVARS.

            


    

     

    
      	
               
      

            	
              ·

            	
              If
      the 15-day weighted average trading price on Nasdaq of the Class A Shares
      equals or exceeds $26.25 at any time during the Grant Period, the
      Corporation will award the Grantee ____
EVARS.

            


    

     

    Notwithstanding
the foregoing, in no event will the Grantee be eligible to receive in any one
fiscal year of the Corporation grants of an aggregate number of EVARS that,
taken together with any other Incentive Awards to be granted to the Grantee
under the Plan in such fiscal year, exceed any then-applicable limits set forth
in the Plan (including availability of additional Class A Shares), as determined
by the Committee (the “Plan
Limits”).  If, as a result of the Plan Limits, the Committee
determines in its sole discretion that it may not grant the Grantee the full
number of EVARS otherwise issuable in a fiscal year based on the level of
achievement of the Stock Price Targets, the Corporation may in its sole and
absolute discretion: (1) amend the terms of this Letter Agreement to defer the
grant date of one or more EVARS, provided that in no event will any such
deferral extend to a date that occurs after the Settlement Date; or (2) amend
the terms of this Letter Agreement to provide the Grantee with a cash-settled
award of equivalent value to the EVARS that were earned but not granted, payable
on the Settlement Date.

     

    4.  Effect of
Change of Control during Grant Period.  Subject to the
Grantee’s continued employment or provision of consulting services to the
Corporation, immediately prior to a Change in Control in which the acquisition
price for the Class A Shares equals or exceeds $22.75 per share, the Corporation
will grant the Grantee the maximum number of EVARS set forth herein that remain
ungranted at such time.  Settlement of all EVARS granted in connection
with the Change in Control, together with any previously granted EVARS, will be
accelerated to the occurrence of such Change in Control if and to the extent
such Change in Control qualifies as a “change in the ownership of a
corporation”, “change in the effective control of a corporation” or “change in
the ownership of a substantial portion of the corporation’s assets” as defined
under Section 409A of the Code and, if not, settlement of all such EVARS will
take place on the originally scheduled Settlement Date; provided that in no
event will the EVARS be subject to forfeiture following such Change in Control,
regardless of whether the Grantee’s employment with the Corporation (or any
acquiror or successor) continues following such Change in Control.

     

    


     

    
      
        
        

      

      
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               5.   Termination
of Employment prior to end of Grant Period or Settlement
Date.

     

         (a) 
In the event the Grantee is terminated by the Corporation for “Cause” or resigns
without “Good Reason” (as defined in an applicable employment agreement) prior
to the end of the Grant Period, then the Grantee shall forfeit any right to
receive a future grant of EVARS pursuant to a Grant Agreement.

     

         (b) 
In the event the Grantee is terminated by the Corporation without Cause, resigns
due to Good Reason (if applicable), or dies or becomes Disabled prior to the end
of the Grant Period, then immediately prior to such termination of employment,
the Corporation will award the Grantee a number of EVARS equal to (i) _______
minus (ii) the number of EVARS previously granted to the Grantee or his estate
(the EVARS granted pursuant to this paragraph, the “Conditional
EVARS”).  The grant of the Conditional EVARS will be made
pursuant to a grant agreement prepared by the Corporation under the
Plan.  Following the grant of the Conditional EVARS, the Grantee will
not be entitled to receive any additional grants of any other EVARS under this
Letter Agreement, regardless of whether any Stock Price Targets are
achieved.  The form grant agreement issued in connection with the
grant of Conditional EVARS will specify the Stock Price Target that relates to
one or more tranches of the Conditional EVARS.  A pro rata portion of
the Conditional EVARS may vest following the Grantee’s termination of
employment, as follows:  upon achievement of the applicable Stock
Price Target (if any) following the Grantee’s termination of employment but
prior to December 31, 2013, the portion of the Conditional EVARS that will vest
shall be equal to the product of (i) _______  and (ii) a fraction, the
numerator of which shall be the number of full months of service completed by
the Grantee during the Grant Period prior to his or her termination without
Cause, death or Disability, as applicable prior to the date of Stock Price
Target achievement, and the denominator of which shall be thirty-six
(36).  The portion of any Conditional EVARS that relate to a Stock
Price Target and do not vest upon achievement of such Stock Price Target
pursuant to the pro ration formula will be forfeited on such
date.  Any Conditional EVARS that have not vested as of December 31,
2013 will be forfeited by the Grantee on such date.

    


     

    *                                *                      *

     

    
      
        
        

      

      
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    Please
confirm your agreement with this Letter Agreement by signing below.

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Sincerely,

                                	 
	 
      	 
      	 
      	 
	 
      	
                                  MDC
      Partners Inc.

                                	 
	 
      	 
      	 
      	 
	 
      	
                                  By:

                                	
                                   
      

                                	 
	 
      	
                                  Name:
      Michael Sabatino

                                	 
	 
      	
                                  Title:
      Chief Accounting Officer

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  MDC
      Partners Inc.

                                	 
	 
      	 
      	 
      	 
	 
      	
                                  By:

                                	
                                    
      

                                	 
	 
      	
                                  Name:
      Mitchell Gendel

                                	 
	 
      	
                                  Title:
      General Counsel

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Acknowledged
and agreed:

    


    
      
        
          	
                    
      

                	 


        

      

    

    [Grantee]

    


     

    


     

    


     

    
      
        
        

      

      
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