Exhibit 10.1

     

    MDC
      PARTNERS INC.

    2008
      Key Partner Incentive Plan

    (May
      30, 2008)

    


    1. Purpose
      of the Plan

     

    This
      2008
      Key Partner Incentive Plan (this “Plan”) of MDC Partners Inc. (the “Company” or
“MDC”) is intended to promote the interests of the Company and its shareholders
      by providing employees and consultants of the Company and its operating
      subsidiaries (the “Partner Subsidiaries”), who are largely responsible for the
      management, growth and protection of the operating businesses of the Partner
      Subsidiaries, with incentives and rewards to encourage them to continue in
      the
      service of the Partner Subsidiaries. The Plan is designed to meet this intent
      by
      providing such employees and consultants with a proprietary interest in pursuing
      the long-term growth, profitability and financial success of the Partners
      Subsidiaries and the Company.

     

    2. Definitions

     

    As
      used
      in the Plan, the following definitions apply to the terms indicated
      below:

     

    (a) “Board
      of
      Directors” means the Board of Directors of MDC Partners Inc.

     

    (b) “Change
      in Control” means the occurrence of any of the following:

     

    (i) Any
      Person becoming the beneficial owner (within the meaning of Rule 13d-3
      promulgated under the Exchange Act, a “Beneficial Owner”) of twenty-five percent
      (25%) or more of the combined voting power of MDC's then outstanding voting
      securities (“Voting Securities”); provided,
      however
      that a
      Change in Control shall not be deemed to occur by reason of an acquisition
      of
      Voting Securities directly from MDC or by (i) an employee benefit plan (or
      a trust forming a part thereof) maintained by (A) MDC or any Person of
      which a majority of its voting power or its voting equity securities or equity
      interest is owned, directly or indirectly, by MDC (the “MDC Group”),
      (B) any member of the MDC Group, or (C) any Person in connection with
      a Non-Control Transaction (as such term is hereinafter defined);

     

    (ii) The
      individuals who, as of April 1, 2008, are members of the Board of Directors
      (the
      "Incumbent Board"), cease for any reason to constitute at least two-thirds
      of
      the members of the Board of Directors; provided,
      however
      that if
      the election, or nomination for election by MDC's shareholders, of any new
      director was approved by a vote of at least two-thirds of the Incumbent Board,
      such new director shall, for purposes of the Plan, be considered as a member
      of
      the Incumbent Board; provided,
      further,
      however, that no individual shall be considered a member of the Incumbent Board
      if such individual initially assumed office as a result of an actual or
      threatened solicitation of proxies or consents by or on behalf of a Person
      other
      than the Board (a "Proxy Contest") including by reason of any agreement intended
      to avoid or settle any Election Contest or Proxy Contest; or

     

    (iii) The
      consummation of:

     

    (A) A
      merger,
      consolidation or reorganization with or into MDC or in which securities of
      MDC
      are issued, unless such merger, consolidation or reorganization is a
      "Non-Control Transaction." A "Non-Control Transaction" is a merger,
      consolidation or reorganization with or into MDC or in which securities of
      MDC
      are issued where:

     

    (I) the
      stockholders of MDC, immediately before such merger, consolidation or
      reorganization, own, directly or indirectly immediately following such merger,
      consolidation or reorganization, at least sixty percent (60%) of the combined
      voting power of the outstanding voting securities of the corporation resulting
      from such merger or consolidation or reorganization (the "Surviving
      Corporation") in substantially the same proportion as their ownership of the
      Voting Securities immediately before such merger, consolidation or
      reorganization,

     

    (II) the
      individuals who were members of the Incumbent Board immediately prior to the
      execution of the agreement providing for such merger, consolidation or
      reorganization constitute at least two-thirds of the members of the board of
      directors of the Surviving Corporation, or a corporation beneficially owning
      a
      majority of the voting securities of the Surviving Corporation,

     

    (III) no
      Person
      other than (1) any member of the MDC Group, (2) any employee benefit plan (or
      any trust forming a part thereof) maintained immediately prior to such merger,
      consolidation or reorganization by any member of the MDC Group, or (3) any
      Person who, immediately prior to such merger, consolidation or reorganization
      Beneficially Owns twenty-five percent (25%) or more of the then outstanding
      Voting Securities, owns, directly or indirectly, twenty-five percent (25%)
      or
      more of the combined voting power of the Surviving Corporation's voting
      securities outstanding immediately following such transaction;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (B) A
      complete liquidation or dissolution of the Company; or

     

    (C) The
      sale
      or other disposition of all or substantially all of the assets of the Company
      to
      any Person (other than a member of the MDC Group).

     

    Notwithstanding
      the foregoing, a Change in Control shall not be deemed to occur solely because
      any Person (the "Subject Person") becomes the Beneficial Owner of more than
      the
      permitted amount of the outstanding Voting Securities as a result of the
      acquisition of Voting Securities by the Company which, by reducing the number
      of
      Voting Securities outstanding, increases the proportional number of shares
      Beneficially Owned by the Subject Persons, provided that if a Change in Control
      would occur (but for the operation of this sentence) as a result of the
      acquisition of Voting Securities by the Company, and after such share
      acquisition by the Company, the Subject Person becomes the Beneficial Owner
      of
      any additional Voting Securities which increases the percentage of the then
      outstanding Voting Securities Beneficially Owned by the Subject Person, then
      a
      Change in Control shall occur.

     

    (c) “Class
      A
      Shares” means MDC’s Class A subordinate voting shares, without par value, or any
      other security into which such shares shall be changed pursuant to the
      adjustment provisions of Section 10 of the Plan.

     

    (d) “Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time.

     

    (e) “Committee”
      means the Human Resources & Compensation Committee of the Board of Directors
      or such other committee as the Board of Directors shall appoint from time to
      time to administer the Plan and to otherwise exercise and perform the authority
      and functions assigned to the Committee under the terms of the
      Plan.

     

    (f) “Company”
      means MDC and each of its Subsidiaries, collectively.

     

    (g) “Covered
      Employee” means a Participant who at the time of reference is a “covered
      employee” as defined in Code Section 162(m) and the regulations promulgated
      under Code Section 162(m), or any successor statute.

     

    (h) “Director”
      means a member of the Board of Directors who is not at the time of reference
      an
      employee of the Company.

     

    (i) “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    (j) “Fair
      Market Value” means, with respect to a Class A Share, as of the applicable date
      of determination (i) the volume weighted average trading price of the Class
      A
      Shares on the principal securities exchange on which such shares are then listed
      or admitted to trading for the five (5) trading days immediately preceding
      the
      applicable date of determination, or (ii) if there has been no trading in the
      Class A Shares on such securities exchange for the five (5) trading days
      immediately preceding the applicable date of determination, the average of
      the
      closing bid and ask prices for the Class A Shares on the immediately preceding
      business day as reported on the National Association of Securities Dealers
      Automated Quotation System, or (iii) if not so reported, as determined by the
      Committee in its absolute discretion.

     

    (k) “Incentive
      Award” means an Option, SAR or Other Stock-Based Award granted to a Participant
      pursuant to the terms of the Plan.

     

    (l) “MDC”
      means MDC Partners Inc., a corporation established under the Canadian Business
      Corporation Act, and any successor thereto.

     

    (m) “Option”
      means a non-qualified stock option to purchase Class A Shares granted to a
      Participant pursuant to Section 6.

     

    (n) “Other
      Stock-Base Award” means an equity or equity-related award granted to a
      Participant pursuant to Section 8.

     

    (o) “Participant”
      means (i) an employee or consultant of any of the Partner Subsidiaries,
      including any person or company engaged to provide ongoing management or
      consulting services for the Partner Subsidiaries and (ii) an employee of the
      Company whose compensation expense is allocated to any of the Partner
      Subsidiaries, and, at the discretion of any of the foregoing persons, and
      subject to any required regulatory approvals and conditions, a personal holding
      company controlled by such person, who or which is eligible to participate
      in
      the Plan and to whom one or more Incentive Awards have been granted pursuant
      to
      the Plan and, following the death of any such natural person, his successors,
      heirs, executors and administrators, as the case may be. Any participation
      in
      this Plan by a Participant shall be voluntary.

     

    (p) “Partner
      Subsidiary” means any direct or indirect, majority or wholly-owned “subsidiary
      corporation” within the meaning of Section 424(f) of the Code, or any other
      entity that is controlled by the Company that the Committee determines from
      time
      to time should be treated as a subsidiary corporation for purposes of this
      Plan.

     

    (q) “Performance-Based
      Compensation” means compensation that satisfies the requirements of Section
      162(m) of the Code for deductibility of remuneration paid to Covered
      Employees.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (r) “Performance
      Measures” means such measures as are described in Section 9 on which performance
      goals are based in order to qualify certain awards granted hereunder as
      Performance-Based Compensation.

     

    (s) “Performance
      Period” means the period of time during which the performance goals must be met
      in order to determine the degree of payout and/or vesting with respect to an
      Incentive Award that is intended to qualify as Performance-Based
      Compensation.

     

    (t) “Permitted
      Acceleration Event” means (i) with respect to any Incentive Award that is
      subject to performance-based vesting, the full or partial vesting of such
      Incentive Award based on satisfaction of the applicable performance-based
      conditions, (ii) the occurrence of a Change in Control or an event described
      in
      Section 10(b), (c) or (d) or (iii) any termination of the employment of a
      Participant, other than a termination for cause (as defined by the Committee)
      or
      voluntary termination prior to retirement (as defined by the
      Committee).

     

    (u) “Person”
      means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange
      Act.

     

    (v) “Plan”
      means this 2008 Key Partner Incentive Plan, as it may be amended from time
      to
      time.

     

    (w) “SAR”
      means a stock appreciation right granted to a Participant pursuant to Section
      7.

     

    (x) “Securities
      Act” means the Securities Act of 1933, as amended.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      3.Stock
        Subject to the Plan

    

     

    (a) In
      General

     

    Subject
      to adjustment as provided in Section 10 and the following provisions of this
      Section 3, the maximum number of Class A Shares that may be covered by Incentive
      Awards granted under the Plan shall not exceed 600,000 Class A Shares. Class
      A
      Shares issued under the Plan may be either authorized and unissued shares or
      treasury shares, or both, at the discretion of the Committee.

     

    For
      purposes of the preceding paragraph, Class A Shares covered by Incentive Awards
      shall only be counted as used to the extent they are actually issued and
      delivered to a Participant (or such Participant’s permitted transferees as
      described in the Plan) pursuant to the Plan. For purposes of clarification,
      in
      accordance with the preceding sentence if an Incentive Award is settled for
      cash
      or if Class A Shares are withheld to pay the exercise price of an Option or
      to
      satisfy any tax withholding requirement in connection with an Incentive Award
      only the shares issued (if any), net of the shares withheld, will be deemed
      delivered for purposes of determining the number of Class A Shares that are
      available for delivery under the Plan. In addition, if Class A Shares are issued
      subject to conditions which may result in the forfeiture, cancellation or return
      of such shares to the Company, any portion of the shares forfeited, cancelled
      or
      returned shall be treated as not issued pursuant to the Plan. In addition,
      if
      Class A Shares owned by a Participant (or such Participant’s permitted
      transferees as described in the Plan) are tendered (either actually or through
      attestation) to the Company in payment of any obligation in connection with
      an
      Incentive Award, the number of shares tendered shall be added to the number
      of
      Class A Shares that are available for delivery under the Plan. In addition,
      if
      the Company uses cash received by the Company in payment of the exercise price
      or purchase price in connection with any Incentive Award granted pursuant to
      the
      Plan to repurchase Class A Shares from any Person, the shares so repurchased
      will be added to the aggregate number of shares available for delivery under
      the
      Plan. For purposes of the preceding sentence, Class A Shares repurchased by
      the
      Company shall be deemed to have been repurchased using such funds only to the
      extent that such funds have actually been previously received by the Company
      and
      that the Company promptly designates in its books and records that such
      repurchase was paid for with such funds. Class A Shares covered by Incentive
      Awards granted pursuant to the Plan in connection with the assumption,
      replacement, conversion or adjustment of outstanding equity-based awards in
      the
      context of a corporate acquisition or merger (within the meaning of NASD Rule
      4350) shall not count as used under the Plan for purposes of this Section
      3.

     

    Subject
      to adjustment as provided in Section 10, the maximum number of Class A Shares
      that may be covered by Incentive Awards granted under the Plan to any single
      Participant in any fiscal year of the Company shall not exceed 60,000 shares,
      prorated on a daily basis for any fiscal year of the Company that is shorter
      than 365 days.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) Prohibition
      on Substitutions and Repricings

     

    In
      no
      event shall any new Incentive Awards be issued in substitution for outstanding
      Incentive Awards previously granted to Participants, nor shall any repricing
      (within the meaning of US generally accepted accounting practices or any
      applicable stock exchange rule) of Incentive Awards issued under the Plan be
      permitted at any time under any circumstances, in each case unless the
      shareholders of the Company expressly approve such substitution or
      repricing.

     

    (c)
      Annual
      Limitation on Grants.

     

    The
      Committee shall limit annual grants of equity awards under this Plan to an
      aggregate amount equal to not more than two percent (2%) of the number of issued
      and outstanding shares of the Company’s capital stock at the beginning of the
      Company’s fiscal year.

     

    4. Administration
      of the Plan

     

    The
      Plan
      shall be administered by a Committee of the Board of Directors consisting of
      two
      or more persons, each of whom qualify as non-employee directors (within the
      meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act), and
      as
“outside directors” within the meaning of Treasury Regulation Section
      1.162-27(e)(3). The Committee shall, consistent with the terms of the Plan,
      from
      time to time designate those who shall be granted Incentive Awards under the
      Plan and the amount, type and other terms and conditions of such Incentive
      Awards. All of the powers and responsibilities of the Committee under the Plan
      may be delegated by the Committee, in writing, to any subcommittee thereof.
      In
      addition, the Committee may from time to time authorize a committee consisting
      of one or more Directors to grant Incentive Awards to persons who are not
“executive officers” of MDC (within the meaning of Rule 16a-1 under the Exchange
      Act), subject to such restrictions and limitation as the Committee may specify.
      In addition, the Board of Directors may, consistent with the terms of the Plan,
      from time to time grant Incentive Awards to Directors.

     

    The
      Committee shall have full discretionary authority to administer the Plan,
      including discretionary authority to interpret and construe any and all
      provisions of the Plan and the terms of any Incentive Award (and any agreement
      evidencing any Incentive Award) granted thereunder and to adopt and amend from
      time to time such rules and regulations for the administration of the Plan
      as
      the Committee may deem necessary or appropriate. Without limiting the generality
      of the foregoing, (i) the Committee shall determine whether an authorized leave
      of absence, or absence in military or government service, shall constitute
      termination of employment and (ii) the employment of a Participant with the
      Company shall be deemed to have terminated for all purposes of the Plan if
      such
      person is employed by or provides services to a Person that is a Subsidiary
      of
      the Company and such Person ceases to be a Subsidiary of the Company, unless
      the
      Committee determines otherwise. Decisions of the Committee shall be final,
      binding and conclusive on all parties.

     

    On
      or
      after the date of grant of an Incentive Award under the Plan, the Committee
      may
      (i) accelerate the date on which any such Incentive Award becomes vested,
      exercisable or transferable, as the case may be, (ii) extend the term of any
      such Incentive Award, including, without limitation, extending the period
      following a termination of a Participant’s employment during which any such
      Incentive Award may remain outstanding, (iii) waive any conditions to the
      vesting, exercisability or transferability, as the case may be, of any such
      Incentive Award or (iv) provide for the payment of dividends or dividend
      equivalents with respect to any such Incentive Award.

     

    No
      member
      of the Committee shall be liable for any action, omission, or determination
      relating to the Plan, and MDC shall indemnify and hold harmless each member
      of
      the Committee and each other director or employee of the Company to whom any
      duty or power relating to the administration or interpretation of the Plan
      has
      been delegated against any cost or expense (including counsel fees) or liability
      (including any sum paid in settlement of a claim with the approval of the
      Committee) arising out of any action, omission or determination relating to
      the
      Plan, unless, in either case, such action, omission or determination was taken
      or made by such member, director or employee in bad faith and without reasonable
      belief that it was in the best interests of the Company.

     

    5. Eligibility

     

    The
      Persons who shall be eligible to receive Incentive Awards pursuant to the Plan
      shall be (i) an employee or consultant of any of the Partner Subsidiaries,
      including any person or company engaged to provide ongoing management or
      consulting services for the Partner Subsidiaries and (ii) an employee of the
      Company whose compensation expense is allocated to any of the Partner
      Subsidiaries, including any person or company engaged to provide ongoing
      management or consulting services for the Partner Subsidiaries and, at the
      discretion of any of the foregoing persons, and subject to any required
      regulatory approvals and conditions, a personal holding company controlled
      by
      such person, whom the Committee shall select from time to time. All Incentive
      Awards granted under the Plan shall be evidenced by a separate written agreement
      entered into by the Company and the recipient of such Incentive Award.


     

    6. Options

     

    The
      Committee may from time to time grant Options, subject to the following terms
      and conditions:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (a) Exercise
      Price

     

    The
      exercise price per Class A Share covered by any Option shall be not less than
      100% of the Fair Market Value of a Class A Share on the date on which such
      Option is granted.

     

    (b) Term
      and Exercise of Options

     

    (1) Each
      Option shall become vested and exercisable on such date or dates, during such
      period and for such number of Class A Shares as shall be determined by the
      Committee on or after the date such Option is granted; provided,
      however
      that no
      Option shall be exercisable after the expiration of ten years from the date
      such
      Option is granted; provided,
      further
      that no
      Option shall become exercisable earlier than one year after the date on which
      it
      is granted, other than upon the occurrence of a Permitted Acceleration Event;
      and, provided,
      further,
      that
      each Option shall be subject to earlier termination, expiration or cancellation
      as provided in the Plan or in the agreement evidencing such Option.

     

    (2) Each
      Option may be exercised in whole or in part; provided,
      however
      that no
      partial exercise of an Option shall be for an aggregate exercise price of less
      than $1,000. The partial exercise of an Option shall not cause the expiration,
      termination or cancellation of the remaining portion thereof.

     

    (3) An
      Option
      shall be exercised by such methods and procedures as the Committee determines
      from time to time, including without limitation through net physical settlement
      or other method of cashless exercise.

     

    (4) Options
      may not be sold, pledged, assigned, hypothecated, transferred, or disposed
      of in
      any manner other than by will or by the laws of descent or distribution and
      may
      be exercised, during the lifetime of a Participant, only by the
      Participant.

     

    (c) Effect
      of Termination of Employment or other Relationship

     

    The
      agreement evidencing the award of each Option shall specify the consequences
      with respect to such Option of the termination of the employment, service as
      a
      director or other relationship between the Company and the Participant holding
      the Option.

     

    (d) Effect
      of Change in Control

     

    Upon
      the
      occurrence of a Change in Control, each Option outstanding at such time shall
      become fully and immediately vested and exercisable and shall remain exercisable
      until its expiration, termination or cancellation pursuant to the terms of
      the
      Plan and the agreement evidencing such Option.

     

    7. Stock
      Appreciation Rights

     

    The
      Committee may from time to time grant SARs, subject to the following terms
      and
      conditions:

     

    (a) Stand-Alone
      and Tandem; Cash and Stock-Settled

     

    SARs
      may
      be granted on a stand-alone basis or in tandem with an Option. Tandem SARs
      may
      be granted contemporaneously with or after the grant of the Options to which
      they relate. SARs may be settled in Class A Shares or in cash.

     

    (b) Exercise
      Price

     

    The
      exercise price per Class A Share covered by any SAR shall be not less than
      100%
      of the Fair Market Value of a Class A Share on the date on which such SAR is
      granted; provided,
      however
      that the
      exercise price of an SAR that is tandem to an Option and that is granted after
      the grant of such Option may have an exercise price less than 100% of the Fair
      Market Value of a Class A Share on the date on which such SAR is granted
      provided that such exercise price is at least equal to the exercise price of
      the
      related Option.

     

    (c) Benefit
      Upon Exercise

     

    The
      exercise of an SAR with respect to any number of Class A Shares prior to the
      occurrence of a Change in Control shall entitle the Participant to (i) a cash
      payment, for each such share, equal to the excess of (A) the Fair Market Value
      of a Class A Share on the effective date of such exercise over (B) the per
      share
      exercise price of the SAR, (ii) the issuance or transfer to the Participant
      of
      the greatest number of whole Class A Shares which on the date of the exercise
      of
      the SAR have an aggregate Fair Market Value equal to such excess or (iii) a
      combination of cash and Class A Shares in amounts equal to such excess, as
      determined by the Committee. The exercise of an SAR with respect to any number
      of Class A Shares upon or after the occurrence of a Change in Control shall
      entitle the Participant to a cash payment, for each such share, equal to the
      excess of (i) the greater of (A) the highest price per share of Class A Shares
      paid in connection with such Change in Control and (B) the Fair Market Value
      of
      Class A Shares on the effective date of exercise over (ii) the per share
      exercise price of the SAR. Such payment, transfer or issuance shall occur as
      soon as practical, but in no event later than five business days, after the
      effective date of exercise.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d) Term
      and Exercise of SARs

     

    (1) Each
      SAR
      shall become vested and exercisable on such date or dates, during such period
      and for such number of Class A Shares as shall be determined by the Committee
      on
      or after the date such SAR is granted; provided,
      however
      that no
      SAR shall be exercisable after the expiration of ten years from the date such
      SAR is granted; provided,
      further
      that no
      SAR shall become exercisable earlier than one year after the date on which
      it is
      granted, other than upon the occurrence of a Permitted Acceleration Event;
      and,
provided,
      further,
      that
      each SAR shall be subject to earlier termination, expiration or cancellation
      as
      provided in the Plan or in the agreement evidencing such SAR.

     

    (2) Each
      SAR
      may, to the extent vested and exercisable, be exercised in whole or in part;
      provided,
      however
      that no
      partial exercise of an SAR shall be for an aggregate exercise price of less
      than
      $1,000. The partial exercise of an SAR shall not cause the expiration,
      termination or cancellation of the remaining portion thereof.

     

    (3) An
      SAR
      shall be exercised by such methods and procedures as the Committee determines
      from time to time.

     

    (4) SARs
      may
      not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
      any
      manner other than by will or by the laws of descent or distribution and may
      be
      exercised, during the lifetime of a Participant, only by the
      Participant.

     

    (5) The
      exercise with respect to a number of Class A Shares of an SAR granted in tandem
      with an Option shall cause the immediate cancellation of the Option with respect
      to the same number of shares. The exercise with respect to a number of Class
      A
      Shares of an Option to which a tandem SAR relates shall cause the immediate
      cancellation of the SAR with respect to an equal number of shares.

     

    (e) Effect
      of Termination of Employment or other Relationship

     

    The
      agreement evidencing the award of each SAR shall specify the consequences with
      respect to such SAR of the termination of the employment, service as a director
      or other relationship between the Company and Participant holding the
      SAR.

     

    (f) Effect
      of Change in Control

     

    Upon
      the
      occurrence of a Change in Control, each SAR outstanding at such time shall
      become fully and immediately vested and exercisable and shall remain exercisable
      until its expiration, termination or cancellation pursuant to the terms of
      the
      Plan and the agreement evidencing such SAR.

     

    8. Other
      Stock-Based Awards

     

    The
      Committee may grant equity-based or equity-related awards not otherwise
      described herein in such amounts and subject to such terms and conditions as
      the
      Committee shall determine. Without limiting the generality of the preceding
      sentence, each such Other Stock-Based Award may (i) involve the transfer of
      actual Class A Shares to Participants, either at the time of grant or
      thereafter, or payment in cash or otherwise of amounts based on the value of
      Class A Shares, (ii) be subject to performance-based and/or service-based
      conditions, (iii) be in the form of phantom stock, restricted stock, restricted
      stock units, performance shares, or share-denominated performance units and
      (iv)
      be designed to comply with applicable laws of jurisdictions other than the
      United States. Notwithstanding anything in this Section 8, no Other Stock-Based
      Award shall vest or otherwise become payable earlier than three years following
      the date on which it is granted, other than upon the occurrence of a Permitted
      Acceleration Event.

     

    9. Performance
      Measures

     

    (a) Performance
      Measures

     

    The
      performance goals upon which the payment or vesting of any Incentive Award
      (other than Options and SARs) to a Covered Employee that is intended to qualify
      as Performance-Based Compensation depends shall relate to one or more of the
      following Performance Measures: revenue growth, operating income, operating
      cash
      flow, net income, earnings per share, cash earnings per share, return on sales,
      return on assets, return on equity, return on invested capital and total
      shareholder return.

     

    Performance
      Periods may be equal to or longer than, but not less than, one fiscal year
      of
      the Company. Within 90 days after the beginning of a Performance Period, and
      in
      any case before 25% of the Performance Period has elapsed, the Committee shall
      establish (a) performance goals and objectives for the Company for such
      Performance Period, (b) target awards for each Participant, and (c) schedules
      or
      other objective methods for determining the applicable performance percentage
      to
      be applied to each such target award.

     

    The
      measurement of any Performance Measure(s) may exclude the impact of charges
      for
      restructurings, discontinued operations, extraordinary items, and other unusual
      or non-recurring items, and the cumulative effects of accounting changes, each
      as defined by generally accepted accounting principles and as identified in
      the
      Company’s audited financial statements, including the notes thereto. Any
      Performance Measure(s) may be used to measure the performance of the Company
      or
      a Subsidiary as a whole or any business unit of the Company or any Subsidiary
      or
      any combination thereof, as the Committee may deem appropriate, or any of the
      above Performance Measures as compared to the performance of a group of
      comparator companies, or a published or special index that the Committee, in
      its
      sole discretion, deems appropriate.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Nothing
      in this Section 9 is intended to limit the Committee’s discretion to adopt
      conditions with respect to any Incentive Award that is not intended to qualify
      as Performance-Based Compensation that relate to performance other than the
      Performance Measures. 

     

    (b) Committee
      Discretion

     

    In
      the
      event that the requirements of Section 162(m) and the regulations thereunder
      change to permit Committee discretion to alter the Performance Measures without
      obtaining shareholder approval of such changes, the Committee shall have sole
      discretion to make such changes without obtaining shareholder
      approval.

     

    10. Adjustment
      Upon Changes in Class A Shares

     

    (a)
      Shares
      Available for Grants

     

    In
      the
      event of any change in the number of Class A Shares outstanding by reason of
      any
      stock dividend or split, recapitalization, merger, consolidation, combination
      or
      exchange of shares or similar corporate change, the maximum aggregate number
      of
      Class A Shares with respect to which the Committee may grant Incentive Awards
      and the maximum aggregate number of Class A Shares with respect to which the
      Committee may grant Incentive Awards to any individual Participant in any year
      shall be appropriately adjusted by the Committee. In the event of any change
      in
      the number of Class A Shares outstanding by reason of any other similar event
      or
      transaction, the Committee may, but need not, make such adjustments in the
      number and class of Class A Shares with respect to which Incentive Awards may
      be
      granted as the Committee may deem appropriate.

     

    (b) Increase
      or Decrease in Issued Shares Without Consideration

     

    Subject
      to any required action by the shareholders of MDC, in the event of any increase
      or decrease in the number of issued Class A Shares resulting from a subdivision
      or consolidation of Class A Shares or the payment of a stock dividend (but
      only
      on the Class A Shares), or any other increase or decrease in the number of
      such
      shares effected without receipt or payment of consideration by the Company,
      the
      Committee shall proportionally adjust the number of Class A Shares subject
      to
      each outstanding Incentive Award and the exercise price per Class A Share of
      each such Incentive Award.

     

    (c) Certain
      Mergers

     

    Subject
      to any required action by the shareholders of MDC, in the event that MDC shall
      be the surviving corporation in any merger or consolidation (except a merger
      or
      consolidation as a result of which the holders of Class A Shares receive
      securities of another corporation), each Incentive Award outstanding on the
      date
      of such merger or consolidation shall pertain to and apply to the securities
      which a holder of the number of Class A Shares subject to such Incentive Award
      would have received in such merger or consolidation.

     

    (d) Certain
      Other Transactions

     

    In
      the
      event of (i) a dissolution or liquidation of MDC, (ii) a sale of all or
      substantially all of MDC’s assets, (iii) a merger or consolidation involving MDC
      in which MDC is not the surviving corporation or (iv) a merger or consolidation
      involving MDC in which MDC is the surviving corporation but the holders of
      Class
      A Shares receive securities of another corporation and/or other property,
      including cash, the Committee shall, in its absolute discretion, have the power
      to:

     

    (i)
      cancel, effective immediately prior to the occurrence of such event, each
      Incentive Award (whether or not then exercisable), and, in full consideration
      of
      such cancellation, pay to the Participant to whom such Incentive Award was
      granted an amount in cash, for each Class A Share subject to such Incentive
      Award equal to the value, as determined by the Committee in its reasonable
      discretion, of such Incentive Award, provided that with respect to any
      outstanding Option or SAR such value shall be equal to the excess of (A) the
      value, as determined by the Committee in its reasonable discretion, of the
      property (including cash) received by the holder of Class A Shares as a result
      of such event over (B) the exercise price of such Option or SAR; or

     

    (ii)
      provide for the exchange of each Incentive Award (whether or not then
      exercisable or vested) for an incentive award with respect to, as appropriate,
      some or all of the property which a holder of the number of Class A Shares
      subject to such Incentive Award would have received in such transaction and,
      incident thereto, make an equitable adjustment as determined by the Committee
      in
      its reasonable discretion in the exercise price of the incentive award, or
      the
      number of shares or amount of property subject to the incentive award or, if
      appropriate, provide for a cash payment to the Participant to whom such
      Incentive Award was granted in partial consideration for the exchange of the
      Incentive Award.

     

    (e) Other
      Changes

     

    In
      the
      event of any change in the capitalization of MDC or corporate change other
      than
      those specifically referred to in paragraphs (b), (c) or (d), the Committee
      may,
      in its absolute discretion, make such adjustments in the number and class of
      shares subject to Incentive Awards outstanding on the date on which such change
      occurs and in such other terms of such Incentive Awards as the Committee may
      consider appropriate to prevent dilution or enlargement of rights.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f) No
      Other Rights

     

    Except
      as
      expressly provided in the Plan, no Participant shall have any rights by reason
      of any subdivision or consolidation of shares of stock of any class, the payment
      of any dividend, any increase or decrease in the number of shares of stock
      of
      any class or any dissolution, liquidation, merger or consolidation of MDC or
      any
      other corporation. Except as expressly provided in the Plan, no issuance by
      MDC
      of shares of stock of any class, or securities convertible into shares of stock
      of any class, shall affect, and no adjustment by reason thereof shall be made
      with respect to, the number of Class A Shares subject to any Incentive
      Award.

     

    11. Rights
      as a Stockholder

     

    No
      person
      shall have any rights as a stockholder with respect to any Class A Shares
      covered by or relating to any Incentive Award granted pursuant to the Plan
      until
      the date of the issuance of a stock certificate with respect to such shares.
      Except as otherwise expressly provided in Section 10 hereof, no adjustment
      of
      any Incentive Award shall be made for dividends or other rights for which the
      record date occurs prior to the date such stock certificate is
      issued.

     

    12. No
      Special Employment Rights; No Right to Incentive Award

     

    (a)
      Nothing contained in the Plan or any Incentive Award shall confer upon any
      Participant any right with respect to the continuation of his employment by
      or
      service to the Company or interfere in any way with the right of the Company
      at
      any time to terminate such employment or to increase or decrease the
      compensation of the Participant from the rate in existence at the time of the
      grant of an Incentive Award.

     

    (b)
      No
      person shall have any claim or right to receive an Incentive Award hereunder.
      The Committee’s granting of an Incentive Award to a Participant at any time
      shall neither require the Committee to grant an Incentive Award to such
      Participant or any other Participant or other person at any time nor preclude
      the Committee from making subsequent grants to such Participant or any other
      Participant or other person.

     

    13. Securities
      Matters

    


    (a) MDC
      shall
      be under no obligation to effect the registration pursuant to the Securities
      Act
      of any Class A Shares to be issued hereunder or to effect similar compliance
      under any state laws. Notwithstanding anything herein to the contrary, MDC
      shall
      not be obligated to cause to be issued or delivered any certificates evidencing
      Class A Shares pursuant to the Plan unless and until MDC is advised by its
      counsel that the issuance and delivery of such certificates is in compliance
      with all applicable laws, regulations of governmental authority and the
      requirements of any securities exchange on which Class A Shares are traded
      and
      that the Participant has delivered all notices and documents required to be
      delivered to the Company in connection therewith. The Committee may require,
      as
      a condition to the issuance and delivery of certificates evidencing Class A
      Shares pursuant to the terms hereof, that the recipient of such shares make
      such
      covenants, agreements and representations, and that such certificates bear
      such
      legends, as the Committee deems necessary or desirable.

    


    (b) The
      exercise of any Option granted hereunder shall only be effective at such time
      as
      counsel to MDC shall have determined that the issuance and delivery of Class
      A
      Shares pursuant to such exercise is in compliance with all applicable laws,
      regulations of governmental authority and the requirements of any securities
      exchange on which Class A Shares are traded. MDC may, in its sole discretion,
      defer the effectiveness of an exercise of an Option hereunder or the issuance
      or
      transfer of Class A Shares pursuant to any Incentive Award pending or to ensure
      compliance under federal or state securities laws. MDC shall inform the
      Participant in writing of its decision to defer the effectiveness of the
      exercise of an Option or the issuance or transfer of Class A Shares pursuant
      to
      any Incentive Award. During the period that the effectiveness of the exercise
      of
      an Option has been deferred, the Participant may, by written notice, withdraw
      such exercise and obtain the refund of any amount paid with respect
      thereto.

    


    14. Withholding
      Taxes

    


    (a) Cash
      Remittance

    


    Whenever
      Class A Shares are to be issued upon the exercise of an Option or the grant
      or
      vesting of an Incentive Award, MDC shall have the right to require the
      Participant to remit to MDC in cash an amount sufficient to satisfy federal,
      state and local withholding tax requirements, if any, attributable to such
      exercise, grant or vesting prior to the delivery of any certificate or
      certificates for such shares or the effectiveness of the lapse of such
      restrictions. In addition, upon the exercise or settlement of any Incentive
      Award in cash, MDC shall have the right to withhold from any cash payment
      required to be made pursuant thereto an amount sufficient to satisfy the
      federal, state and local withholding tax requirements, if any, attributable
      to
      such exercise or settlement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) Stock
      Remittance

    


    At
      the
      election of the Participant, subject to the approval of the Committee, when
      Class A Shares are to be issued upon the exercise, grant or vesting of an
      Incentive Award, the Participant may tender to MDC a number of Class A Shares
      that have been owned by the Participant for at least six months (or such other
      period as the Committee may determine) having a Fair Market Value at the tender
      date determined by the Committee to be sufficient to satisfy the federal, state
      and local withholding tax requirements, if any, attributable to such exercise,
      grant or vesting but not greater than such withholding obligations. Such
      election shall satisfy the Participant’s obligations under Section 14(a) hereof,
      if any.

    


    (c) Stock
      Withholding

    


    At
      the
      election of the Participant, subject to the approval of the Committee, when
      Class A Shares are to be issued upon the exercise, grant or vesting of an
      Incentive Award, MDC shall withhold a number of such shares having a Fair Market
      Value at the exercise date determined by the Committee to be sufficient to
      satisfy the federal, state and local withholding tax requirements, if any,
      attributable to such exercise, grant or vesting but not greater than such
      withholding obligations. Such election shall satisfy the Participant’s
      obligations under Section 14(a) hereof, if any. 

    


    15. Amendment
      or
      Termination of the Plan

    


    The
      Board
      of Directors may at any time suspend or discontinue the Plan or revise or amend
      it in any respect whatsoever; provided,
      however,
      that
      without approval of the shareholders no revision or amendment shall except
      as
      provided in Section 10 hereof, (i) increase the number of Class A Shares that
      may be issued under the Plan; (ii) materially modify the requirements as to
      eligibility for participation in the Plan; (iii) reduce the applicable
      exercise price of any option or award; (iv) amend the number of Class A Shares
      which may be issued to insiders of the Company; or (v) permit the Company
      to extend the term of any option or award where the original expiration date
      falls within a blackout period or other trading restriction imposed by the
      Company; provided, however, that if the expiration date of any option or award
      falls on, or within nine (9) trading days immediately following, a date upon
      which a Participant is prohibited from exercising such option or award due
      to a
      blackout period or other trading restriction imposed by the Company, then the
      expiration date of such option or award shall be automatically extended to
      the
      tenth (10th) trading day following the date the relevant black-out period or
      other trading restriction imposed by the Company is lifted, terminated or
      removed. Nothing herein shall restrict the Committee’s ability to exercise its
      discretionary authority hereunder pursuant to Section 4 hereof, which discretion
      may be exercised without amendment to the Plan. No action hereunder may, without
      the consent of a Participant, reduce the Participant’s rights under any
      previously granted and outstanding Incentive Award. Nothing herein shall limit
      the right of the Company to pay compensation of any kind outside the terms
      of
      the Plan.

    


    If
      any
      provision of the Plan or any agreement entered into pursuant to the Plan
      contravenes any law or any order, policy, by-law or regulation of any regulatory
      body or stock exchange having authority over the Company or the Plan,
then
      such provision shall be deemed to be immediately amended, at the time of such
      contravention, to the extent required to bring such provision into compliance
      therewith.

    


    16. No
      Obligation to Exercise

    


    The
      grant
      to a Participant of an Option or SAR shall impose no obligation upon such
      Participant to exercise such Option or SAR.

    


    17. Transfers
      Upon Death

    


    Upon
      the
      death of a Participant, outstanding Incentive Awards granted to such Participant
      may be exercised only by the executors or administrators of the Participant’s
      estate or by any person or persons who shall have acquired such right to
      exercise by will or by the laws of descent and distribution. No transfer by
      will
      or the laws of descent and distribution of any Incentive Award, or the right
      to
      exercise any Incentive Award, shall be effective to bind MDC unless the
      Committee shall have been furnished with (a) written notice thereof and with
      a
      copy of the will and/or such evidence as the Committee may deem necessary to
      establish the validity of the transfer and (b) an agreement by the transferee
      to
      comply with all the terms and conditions of the Incentive Award that are or
      would have been applicable to the Participant and to be bound by the
      acknowledgements made by the Participant in connection with the grant of the
      Incentive Award.

     

    18. Expenses
      and Receipts

    


    The
      expenses of the Plan shall be paid by MDC. Any proceeds received by MDC in
      connection with any Incentive Award will be used for general corporate
      purposes.

    19. Governing
      Law

    


    The
      Plan
      and the rights of all persons under the Plan shall be construed and administered
      in accordance with the laws of the State of New York, without regard to its
      conflict of law principles, except to the extent that the application of New
      York law would result in a violation of the Canadian Business Corporation
      Act.

    


    22. Effective
      Date and Term of Plan

    


    The
      Plan
      was adopted by the Board of Directors on April 24, 2008, subject to the approval
      of the Plan by the shareholders of MDC on May 30, 2008. The Plan was adopted
      by
      the shareholders on May 30, 2008. No grants may be made under the Plan after
      May
      30, 2018.