MDC
PARTNERS INC.

      


      2005
STOCK INCENTIVE PLAN

      (As
Amended on June 2, 2009)

      


      


      


      
        	
                1. 

              	
                Purpose of the
      Plan

              


      

       

      This MDC
Partners Inc. 2005 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 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, 2005, 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

       

      
        
          
          

        

        
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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 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.

       

      
        
          
          

        

        
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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-Base Award” means an equity or equity-related award granted to a
Participant pursuant to Section 8.

       

      (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. 2005 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.

       

      
        
          
          

        

        
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                  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 4,500,000 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 500,000 shares,
prorated on a daily basis for any fiscal year of the Company that is shorter
than 365 days.

       

      
        
          
          

        

        
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      (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
three percent (3%) 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.

       

      
        
          
          

        

        
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      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 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.

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (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.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (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

          
            

          

        

        
          
          

        

      

       

      
        	
                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.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      


      (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.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      


      
        	
                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 28, 2005, subject to the approval of the Plan by the
shareholders of MDC, and was amended following approval of such amendment by the
shareholders of MDC on June 1, 2007 and on June 2, 2009.  No grants
may be made under the Plan after April 28, 2015.

       

      
        
           

        

        
          16