Exhibit
10.1

       

    

    EXTRAORDINARY
EQUITY VALUE APPRECIATION

    RESTRICTED STOCK GRANT
AGREEMENT

    


    


    THIS AGREEMENT, made as of the
___ day of ____, 20[11] (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 (as amended, 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 previously determined that it is in the best interests of the
Corporation to make the Extraordinary Equity Value Appreciation Restricted Stock
(“EVARS”) award set
forth herein, given that the Corporation has recently achieved one or more of
the specified stock price targets during calendar years 2011 – 2013 relating to
the EVARS awards.

    


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

    


    NOW, THEREFORE, the parties hereto
agree as follows:

    


    1.     Grant of
Restricted Stock.

    


    1.1        The
Corporation hereby grants to the Grantee, on the terms and conditions set forth
in this Agreement, the number of shares of Restricted Stock set forth under the
Grantee's name on the signature page hereto and in accordance with Section 1.2
(the “EVARS Stock
Award”).

    


    1.2        The
Grantee's rights with respect to all the shares of Restricted Stock underlying
the EVARS Stock 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 EVARS Stock Award shall be deemed to be a reference to the Restricted
Shares 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 of
Grantee.

    


    Except as otherwise provided in this
Agreement, the Grantee shall be entitled, at all times on and after the Grant
Date, to exercise all rights of a shareholder with respect to the EVARS Stock
Award, including the right to vote the shares of Restricted
Stock.  Prior to the Vesting Date, the Grantee shall not be entitled
to transfer, sell, pledge, hypothecate or assign any portion of the EVARS Stock
Award (collectively, the “Transfer
Restrictions”).

    


    3.     Vesting;
Lapse of Restrictions.

     

    
      3.1        The
Transfer Restrictions with respect to all the shares of Restricted Stock granted
under this Agreement shall lapse on December 31, 2013 (the “Vesting Date”), provided the
Grantee continues to be serving as an employee of the Corporation until such
Vesting Date; provided, further, that the
Transfer Restrictions with respect to all the shares of Restricted Stock shall
lapse, if sooner, on the date of any one of the following “Permitted Acceleration
Events”:  (i) the occurrence of a Change in Control (as defined
in the Plan); (ii) the Grantee’s employment is terminated by the Corporation
(other than for “cause”), or by the employee for “good reason” (as each such
term may be defined in the Grantee’s underlying employment agreement); or (iii)
the Grantee’s death or disability.  In no event shall the Grantee be
vested or otherwise entitled to more than one hundred percent (100%) of the
shares of Restricted Stock granted pursuant to section 1.1 above.

       

      3.2      
 Notwithstanding anything in this Agreement to the contrary, upon the
resignation or termination of Grantee as an executive of the Corporation for
cause (other than due to a Permitted Acceleration Event), all shares of
Restricted Stock in respect of which the Transfer Restrictions have not
previously lapsed in accordance with Section 3.1 hereof 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
shares of Restricted Stock.

       

      3.3         For
purposes of the foregoing, the following terms shall have the following
meanings:

       

      (a)           “Cause”
means the Grantee’s termination by reason of (i) his/her continued or willful failure
substantially to perform his/her duties for the Corporation, (ii) his/her
willful and serious misconduct in connection with the performance of his/her
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/her fraudulent or dishonest
conduct or (v) his/her material breach of any of his/her obligations or
covenants under any written policies of the Corporation or any written agreement
between such Grantee and the Corporation; provided that if, as
of the date of determination, the Grantee is a party to an effective employment
agreement with a different definition of “Cause”, the definition of “Cause” contained in
such employment agreement shall be substituted for the definition set forth
above for all purposes hereunder.

       

      
        
          
          

        

        
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      (b)           “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 the EVARS Stock 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 the EVARS Stock 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”.

       

      (c)           “Disability” shall mean a mental or
physical condition of the Grantee rendering him unable to perform his/her 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.     Escrow
and Delivery of Shares.

    


    4.1        Certificates
(or an electronic "book entry" on the books of the Corporation's stock transfer
agent) representing the shares of Restricted Stock shall be issued and held by
the Corporation (or its stock transfer agent) in escrow (together with any stock
transfer powers which the Corporation may request of Grantee) and shall remain
in the custody of the Corporation (or its stock transfer agent) until (i) their
delivery to the Grantee as set forth in Section 4.2 hereof, or (ii) their
forfeiture and transfer to the Corporation as set forth in Section 3.2 hereof.
The appointment of an independent escrow agent shall not be
required.

    


    4.2          (a)           Certificates
(or an electronic "book entry") representing those shares of Restricted Stock in
respect of which the Transfer Restrictions have lapsed pursuant to Section 3.1
hereof shall be delivered to the Grantee as soon as practicable following the
Vesting Date.

    


    (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 shares of
Restricted Stock delivered to him or her pursuant to this Section 4.2 free and
clear of the Transfer Restrictions, but subject to compliance with all federal
and state securities laws.

    


    4.3          (a)           Each
stock certificate issued pursuant to Section 4.1 shall bear a legend in
substantially the following form:

    


    THIS
CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS APPLICABLE TO RESTRICTED STOCK CONTAINED IN THE 2005 STOCK
INCENTIVE PLAN (THE "PLAN") AND A RESTRICTED STOCK AGREEMENT (THE "AGREEMENT")
BETWEEN THE CORPORATION AND THE REGISTERED OWNER OF THE SHARES REPRESENTED
HEREBY. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE
WITH THE PROVISIONS OF THE PLAN(S) AND THE AGREEMENT, COPIES OF WHICH ARE ON
FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION.

     

    
      
        
        

      

      
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    (b)           As
soon as practicable following a Vesting Date, the Corporation shall issue a new
certificate (or electronic "book entry") for shares of the Restricted Stock
which have become non-forfeitable in relation to such Vesting Date, which new
certificate (or electronic "book entry") shall not bear the legend set forth in
paragraph (a) of this Section 4.3 and shall be delivered in accordance with
Section 4.2 hereof.

    


    5.      Dividends.  All
dividends declared and paid by the Corporation on shares underlying the EVARS
Stock Award shall be deferred until the lapsing of the Transfer Restrictions
pursuant to Section 3.1 and shall be distributed only to the extent the
underlying shares of Restricted Stock vest and are distributed in accordance
with Section 3.  The deferred dividends shall be held by the
Corporation for the account of the Grantee until the Vesting Date, at which time
the dividends, with no interest thereon, shall be paid to the Grantee or her/his
estate, as the case may be.  Upon the forfeiture of the shares of
Restricted Stock pursuant to Section 3, any deferred dividends shall also be
forfeited to the Corporation.

    


    6.      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.

    


    7.     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 shares of Restricted Stock immediately prior to the
event and/or transaction that gave rise to the operation of Section 10 of the
Plan.

    


    8.      Modification
of Agreement.  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.

    


    9.     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.

    


    10.   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.

    


    
      
        
        

      

      
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    11.   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 Shares of Restricted

    Stock
Hereby Granted:  ___

     

     

     

    
      
        
        

      

      
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