Exhibit 10.1


 





MDC PARTNERS INC.


 


2016 STOCK INCENTIVE PLAN


(As Amended on June 6, 2018)


 


 


1.       Purpose
of the Plan


 


This MDC Partners Inc.
2016 Stock Incentive Plan is intended to promote the interests of the Company and its shareholders by providing the employees and
consultants of the Company and eligible non-employee directors of MDC Partners Inc., who are largely responsible for the management,
growth and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service
of the Company. The Plan is designed to meet this intent by providing such employees, consultants and eligible non-employee directors
with a proprietary interest in pursuing the long-term growth, profitability and financial success of 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 fifty percent (50%) 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 June 6, 2018, are members of the Board of Directors (the "Incumbent Board"), cease for any reason
to constitute at least a majority 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 a majority 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


 






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(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 a majority 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, fifty percent (50%) 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.


 






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(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 closing sales price
on the immediately preceding business day of Class A Shares as reported on the principal securities exchange on which such shares
are then listed or admitted to trading or (ii) if not so reported, the average of the closing bid and ask prices 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 furnished by any member of the National Association of Securities Dealers, Inc. selected by the Committee. In the
event that the price of Class A Shares shall not be so reported, the Fair Market Value of Class A Shares shall be 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-Based Award” means an equity or equity-related award granted to a Participant pursuant to Section 8, including without
limitation a restricted stock award.


 


(o)       “Participant”
means a Director, employee or consultant of the Company, including any person or company engaged to provide ongoing management
or consulting services for the Company 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.


 






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


 


(q)       “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.


 


(r)       “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.


 


(s)       “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).


 


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


 


(u)       “Plan”
means this MDC Partners Inc. 2016 Stock Incentive Plan, as it may be amended from time to time.


 


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


 


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


 


(x)       “Subsidiary”
means any “subsidiary corporation” within the meaning of Section 424(f) of the Code or any other entity that the Committee
determines from time to time should be treated as a subsidiary corporation for purposes of this Plan.


 


		3.	Stock Subject to the Plan; Additional Limitations



 


(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 2,750,000 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. In addition, at the
discretion of the Compensation Committee, Class A Shares authorized for issuance under this Plan may be issued to employees of
the Company to satisfy the exercise of SARS Awards under the Company’s Stock Appreciation Rights Plan, as amended.


 






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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 Class A Shares are withheld to satisfy any tax withholding
requirement in connection with an Other Stock-Based 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.


 


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 300,000 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 executive officers of the Company 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. In addition, each independent Director shall not receive Incentive Awards (including option grants) with a current
market value in excess of $150,000 or option grants with a current market value in excess of $100,000 in any given fiscal year.


 


(d)       Minimum
Vesting Period of One (1) Year for All Incentive Awards.


 


In no event shall any
new Incentive Award granted under this Plan vest or otherwise become payable earlier than one (1) year following the date on which
it is granted, other than upon the occurrence of a Permitted Acceleration Event.


 


(e)       Effect
of Change of Control


 


Any new Incentive Award
granted under this Plan that is subject to time-based vesting terms and conditions shall not become fully and immediately vested
and exercisable solely as a result of the occurrence of a Change of Control, absent a termination of employment without cause or
for good reason following any such Change of Control. Any new Incentive Award granted under this Plan that is subject to performance-based
vesting terms and conditions shall not become fully and immediately vested and exercisable solely as a result of the occurrence
of a Change of Control, absent a termination of employment without cause or for good reason following any such Change of Control
and shall be adjusted on a pro-rata basis as determined by the Committee.


 






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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) 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, (ii) waive any conditions to the exercisability or transferability, as the case may be, of any such Incentive
Award or (iii) 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.


 






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5.       Eligibility


 


The Persons who shall
be eligible to receive Incentive Awards pursuant to the Plan shall be those Directors and employees of the Company, including any
person or company engaged to provide ongoing management or consulting services for the Company 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.


 






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(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.


 


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.


 






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(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.


 


8.       Restricted
Stock Awards and 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.


 






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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,
achievement of EBITDA targets, 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.


 






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 (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


 






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(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 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/her 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.


 






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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.


 






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(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 or (ii) materially modify the requirements as to eligibility for
participation in the Plan. 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.


 


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.


 






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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.


 


20.       Effective
Date and Term of Plan; Amendment


 


The Plan was adopted
by the Board of Directors on April 22, 2016, subject to the approval of the Plan by the shareholders of MDC, and duly approved
by shareholders effective June 1, 2016. The Plan was subsequently amended on June 6, 2018, following approval by the Board and
the Company’s shareholders. No grants may be made under the Plan after April 22, 2026.


  






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