Unassociated Document


    MDC
PARTNERS INC.

    STOCK
APPRECIATION RIGHTS PLAN

    


    
      	
              1.

            	
              PURPOSE

            


    

    


    The Plan
is intended to promote the interests of MDC Partners Inc. (the “Company”) by
providing an incentive to selected employees, officers, directors and service
providers of the Company to remain in the service of the Company and to increase
their interest in the success of the Company by providing them with
opportunities to increase their proprietary interest in the Company and to
receive compensation based upon the Company’s success.

    


    The Plan
was initially adopted and approved by the Compensation Committee of the Board
(as defined below) and became effective as of January 1, 2003.  The
Plan was amended and restated on April 22, 2004, and again on April 28, 2006 and
June 2, 2009.

    


    
      
        	
                2.

              	
                DEFINITIONS

              


      

    

    


    
      	
               

            	
              (a)

            	
              “Award”
      means an award of a SAR granted under the
Plan.

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Base
      Price” means the grant price of the SAR as determined by the Compensation
      Committee, which shall not be less than the closing price of the Class A
      Shares on the Toronto Stock Exchange on the trading day immediately
      preceding the date of grant.

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Board”
      means the Board of Directors of the
Company.

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Class
      A Shares” means the Class A Subordinate Voting Shares of the Company, or
      such other class or kind of share or other securities as may be applicable
      under Section 9.

            


    

    


    
      	
               
      

            	
              (e)

            	
              “Class
      A Share Price” means the Fair Market Value of the Class A Shares on the
      date of exercise of a SAR.

            


    

    


    
      	
               
      

            	
              (f)

            	
              “Compensation
      Committee” shall mean the Compensation Committee of the Board, or such
      other committee or subcommittee duly established by the Board and vested
      with authority with respect to the Plan, or, in the absence of such a
      Compensation Committee, the Board.

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Company”
      means MDC Partners Inc., a Canadian corporation, or any successor to
      substantially all its business.

            


    

    


    
      	
               
      

            	
              (h)

            	
              “Disability”
      means the inability of a Participant who is an individual (or in the case
      of a Participant which is an entity other than an individual, the
      principal Person providing services on behalf of such entity to the
      Company), in the opinion of a qualified physician acceptable to the
      Company, to perform the major duties of the Participant's position or
      retainer with the Company because of the
      sickness or injury of the
Participant.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              “Effective
      Date” shall mean January 1, 2003.

            


    

    


    
      	
               
      

            	
              (j)

            	
              “Fair Market Value” of a
      Class A Share shall mean the weighted
      average trading price of Class A Shares on the Toronto Stock Exchange for
      the five trading days immediately preceding the date on which the fair
      market value is to be determined. In the event that the Class A Shares are
      not quoted on such system or traded in a similar market, Fair Market Value
      shall be determined by the Compensation Committee in good
      faith.

            


    

    


    
      	
               
      

            	
              (k)

            	
              “Outstanding
      Issue” means the number of Class A Shares and Class B Shares of the
      Company that are outstanding immediately prior to the date in question and shall
      include any other class of participating shares
      of the Company outstanding on such
date;

            


    

    


    
      	
               
      

            	
              (l)

            	
              “Participant”
      means an employee, officer, director or service provider of the Company
      who has been granted an Award under the
Plan.

            


    

    


    
      	
               
      

            	
              (m)

            	
              “Person”
      means without limitation, an individual, sole proprietorship, partnership,
      unincorporated association, unincorporated syndicate, unincorporated
      organization, trust, body corporate and a trustee executor, administrator,
      or other legal representative.

            


    

    


    
      	
               
      

            	
              (n)

            	
              “Plan”
      means the Stock Appreciation Rights Plan set forth herein, as amended from
      time to time.

            


    

    


    
      	
               
      

            	
              (o)

            	
              “SAR”
      means a stock appreciation right granted under the
  Plan.

            


    

    


    
      	
               
      

            	
              (p)

            	
              “SAR
      Agreement” means an agreement between the Company and a Participant
      setting forth the terms and conditions of an
  Award.

            


    

    


    
      	
               
      

            	
              (q)

            	
              “Share
      Compensation Arrangement” means a stock option, stock option plan,
      employee stock purchase plan or any other compensation or incentive
      mechanism involving the issuance or potential issuance of shares to one or
      more potential Participants including a share purchase from treasury which
      is financially assisted by the Company by way of a loan, guarantee or
      otherwise;

            


    

    


    
      	
               
      

            	
              (r)

            	
              “Vesting
      Date” shall mean the date established by the Compensation Committee on
      which a SAR may vest.

            


    

    


    
      
        	
                3.

              	
                ADMINISTRATION

              


      

    

    


    
      	
               
      

            	
              (a)

            	
              The
      Compensation Committee shall be responsible for administering the
      Plan.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Compensation Committee shall have the authority to adopt such rules as it
      may deem appropriate to carry out the purposes of the Plan, and shall have
      authority to interpret and construe the provisions
      of the Plan and any agreements under the Plan and to make determinations
      pursuant to any Plan provision or SAR Agreement. Each interpretation,
      determination or other action made or taken by the Compensation Committee
      pursuant to the Plan shall be final and binding on all persons. No member
      of the Compensation Committee shall be liable for any action or
      determination made in good faith, and the members of the Compensation
      Committee shall be entitled to indemnification and reimbursement in the
      manner provided in the Company's articles and by-laws, as the same may be
      amended from time to time.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              The
      Compensation Committee may designate persons other than its members to
      carry out its responsibilities under such conditions or limitations as it
      may set, except that the Compensation Committee may not delegate its
      authority pursuant to Section 7 to amend the
  Plan.

            


    

    


    
      
        	
                4.

              	
                ELIGIBILITY

              


      

    

    


    Awards
may be granted to employees, officers, directors or service providers of the
Company. The Compensation Committee shall have the authority to select the
Participants to whom Awards may be granted and to determine the number and form
of Awards to be granted to each Participant. The grant of an Award hereunder in
any year to any Participant shall not entitle such Participant to a grant of an
Award in any future year nor shall the failure to grant any employee, officer,
director or service provider an Award preclude a grant in the
future.

    


    
      	
              5.

            	
              AWARDS
      UNDER THE PLAN

            


    

    


    
      	
               
      

            	
              (a)

            	
              General. A SAR
      will entitle the holder, upon exercise of the SAR, to receive payment of
      an amount (the “SAR Amount”) determined by
  multiplying:

            


    

    


    
      
        	
              	
                (i)

              	
                the
      difference obtained by subtracting the Base Price from the Fair Market
      Value of a Class A Share on the date of exercise of such SAR,
      by

              


      

    

    


    
      
        	
              	
                (ii)

              	
                the
      number of shares as to which such SAR will have been
      exercised.

              


      

    

    


    Each
grant of a SAR shall be evidenced by a SAR Agreement setting forth the relevant
terms and conditions of such Award and which shall by its terms incorporate the
Plan. By accepting
an Award, a Participant thereby agrees that the award shall be subject to all of
the terms and provisions of the Plan and the applicable SAR
Agreement.

    


    
      	
               
      

            	
              (b)

            	
              Option to Settle the
      SAR Amount in Class A Shares.  The Compensation
      Committee, in its sole discretion, may elect to satisfy the payment of a
      SAR Amount through the issuance of Class A Shares in lieu of the cash
      otherwise payable to satisfy such SAR Amount.  The number of
      Class A Shares to be issued in satisfaction of any SAR Amount shall be
      determined by dividing the SAR Amount by the Class A Share Price, with any
      fractional amount being rounded up to the nearest whole
    share.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Limitation on Amount
      Payable. Notwithstanding subsection (a) above, the Compensation
      Committee may place a limitation on the amount payable upon exercise of a
      SAR. Any such limitation must be determined as of the date of grant and
      noted in the SAR Agreement.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              Shares Subject to
      SAR. The number of Class A Shares to be subject to any SAR granted
      under the Plan shall be set forth in the SAR
  Agreement.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Term. SARs
      granted under the Plan will be exercisable for a period determined by the
      Compensation Committee at the time of grant; provided, however, that no
      SAR shall be exercisable after the expiration of ten years from the date
      such SAR is granted.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Exercisability and
      Vesting. The applicable Vesting Period and any applicable vesting
      terms governing the exercisability of SARs granted under the Plan shall be
      as determined by the Compensation Committee at the time of grant, unless
      earlier terminated in accordance with the terms and conditions of the
      Participant's SAR Agreement.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Acceleration of
      Vesting. The Compensation Committee shall have the authority to
      accelerate at any time the vesting and exercisability of any SAR granted
      under the Plan. Without limiting the generality of the foregoing, each
      SAR shall
      immediately become fully vested and exercisable upon the first to occur of
      the following events:

            


    

    


    
      
        	
              	
                (i)

              	
                the
      Participant’s employment, service or office with the Company is terminated
      either by the Company without “cause” or by the Participant for “good
      reason” (such terms as defined in Participant’s employment agreement with
      the Company); or

              


      

    

    


    
      
        	
              	
                (ii)

              	
                the
      Participant’s employment or service with the Company is terminated by
      reason of such Participant's death, Disability or retirement (or in the
      case of a Participant which is an entity other than an individual, the
      death or Disability of the principal individual providing services on
      behalf of such entity to the
Company).

              


      

    

    


    
      	
               
      

            	
              (h)

            	
              Termination of
      Employment.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Unvested SARs.
      Upon termination of a Participant’s employment, office or service with the
      Company for any reason, any outstanding SAR then held by such Participant
      which is not vested and exercisable as of the effective date of such
      termination of employment or service shall be immediately cancelled and
      forfeited without regard to any statutory or common law notice or
      severance to which a Participant may be
  entitled.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Vested SARs.
      Subject to the provisions of the immediately following sentence, upon
      termination of a Participant’s employment, office or service with the
      Company for any reason, any outstanding SAR then held by such Participant
      which is vested and exercisable as of the effective date of such
      termination of employment, office or service shall be deemed to have been
      exercised by the Participant on the effective date of such termination of
      employment, office or service and payment with respect to such SAR shall
      be made by the Company in accordance with subparagraph (i) below.
      Notwithstanding the foregoing, if the Participant’s termination of
      employment or service has occurred under circumstances resulting in the
      acceleration of the vesting and exercisability of such Participant’s SARs,
      any SARs held by such Participant shall remain exercisable for a period of
      three months following the effective date of termination of such
      employment, office or service; provided, however, that no SAR may be
      exercised beyond the expiration date set forth in the SAR Agreement
      evidencing such SAR.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              Method, Timing of
      Exercise. A Participant may exercise the vested and exercisable
      portion of a SAR at any time where such exercise is not prohibited by
      applicable securities laws, until the expiration of such SAR. All or any
      portion of such SAR may be exercised by delivering notice to the Company's
      principal office, to the attention of its Secretary. Such notice shall be
      accompanied by the applicable SAR Agreement, shall specify the number of
      Class A Shares with respect to which the SAR is being exercised and the
      effective date of the proposed exercise and shall be signed by the
      Participant or other person then having the right to exercise the SAR. No
      SAR may be exercised for less than 100 shares unless the total number of
      shares subject to such SAR is less than 100. Payment with respect to the
      exercise of a SAR (whether in cash or through the issuance of Class A
      Shares) shall be made by the Company within 30 business days following the
      exercise of the SAR.

            


    

    


    
      	
               
      

            	
              (j)

            	
              Transferability and
      Assignability. The rights or interests of a Participant under the
      Plan shall not be assignable or transferable, otherwise than by will or
      the laws governing the devolution of property in the event of death and
      such rights or interests shall not be
  encumbered.

            


    

    


    
      	
               
      

            	
              (k)

            	
              No Right as a
      Shareholder. A Participant shall have no rights as a stockholder
      with respect to Class A Shares to which an Award
  relates.

            


    

    


    
      	
               
      

            	
              (l)

            	
              Maximum Number of
      Shares Reserved. The number of Class A Shares reserved for issuance
      to any one person pursuant to either
      the grant of SARs under the Plan or the grant of options may not, in the
      aggregate, exceed 5% of the Outstanding
Issue.

            


    

    


    
      	
              6.

            	
              TAX
      WITHHOLDING

            


    

    


    The Board
may adopt and apply rules that in its opinion will ensure that the Company will
be able to comply with applicable provisions of any federal, provincial, state
or local law relating to the withholding of tax, including on the amount, if
any, included in income of a Participant.  The Company may withhold
from any amount payable to a Participant, either under this Plan, or otherwise,
such amount as may be necessary so as to ensure that the Company will be able to comply
with applicable provisions of any federal, provincial, state or local law
relating to withholding of tax or other required deductions, including on the
amount, if any, which must be included in the income of a
Participant.  The Company shall, in this connection, have the right in
its discretion to satisfy any such withholding tax liability by retaining or
acquiring (or selling on the Participant's behalf) any Class A Shares which are
or would otherwise be issued or provided to a Participant hereunder, or
withholding any portion of any cash amount payable to a Participant hereunder or
pursuant to any such sale on the Participant's behalf.  The Company
shall also have the right to withhold the delivery of any Class A Shares and any
cash payment payable to a Participant hereunder unless and until such
Participant pays to the Company a sum sufficient to indemnify the Company for any liability to
withhold tax in respect of the amounts included in the income of such
Participant as a result of the settlement of SARs under this Plan, to the extent
that such tax is not otherwise being withheld from payments to such Participant
by the Company.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	
              7.

            	
              PLAN
      AMENDMENT AND/OR TERMINATION

            


    

    


    The
Compensation Committee may at any time and from time to time alter, amend,
suspend or terminate the Plan in whole or in part, subject to receipt of all
necessary approvals. Notwithstanding the foregoing, a majority vote of the
Compensation Committee shall be required to terminate or amend the Plan in a
manner that may adversely affect the rights of Participants under this
Plan.

    


    
      	
              8.

            	
              ADJUSTMENT
      OF AND CHANGES IN SHARES

            


    

    


    In the
event that the Compensation Committee shall determine that any amalgamation,
arrangement, merger, consolidation, recapitalization, reclassification, stock
dividend, distribution of property, special cash dividend, or other change in
corporate structure has affected the Class A Shares such that an adjustment is
appropriate in order to prevent dilution or enlargement of the Participants'
rights under the Plan, the Compensation Committee shall make such adjustments,
if any, as it deems appropriate in the number and class of shares subject to,
and the Base Price of, outstanding Awards granted under the Plan, and in the
value of, or number or class of shares subject to, other Awards granted or
available to be granted under the Plan. The foregoing adjustments shall be
determined by the Compensation Committee in its sole discretion.

    


    
      	
              9.

            	
              NO
      RIGHT TO EMPLOYMENT, SERVICE OR
OFFICE

            


    

    


    No person
shall have any claim or right to receive grants or Awards under the Plan.
Neither the Plan, the grant of Awards under the Plan, nor any action taken or
omitted to be taken under the Plan shall be deemed to create or confer on any
employee, officer, director or service provider any right to be retained in the
employ or service of the Company or any subsidiary or other affiliate thereof,
or to interfere with or to limit in any way the right of the Company or any
subsidiary or other affiliate thereof to terminate the employment, office or
service of such employee, officer, director or service provider at any
time.  Unless the Board determines otherwise, no notice of termination
or payment in lieu thereof shall extend the period of employment, office or
service of a Participant under this Plan.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    
      	
              10.

            	
              GOVERNING
      LAW

            


    

    


    The Plan
and all agreements entered into under the Plan shall be construed in accordance
with and governed by the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

    


    
      	
              11.

            	
              EXPENSES
      AND RECEIPTS

            


    

    


    The
expenses of the Plan shall be paid by the Company.

    


    
      	
              12.

            	
              TERM
      OF THE PLAN

            


    

    


    Unless
earlier terminated pursuant to Section 7, the Plan shall terminate on the tenth
(10) anniversary of the Effective Date. Awards outstanding at Plan termination
shall remain in effect according to their terms and the provisions of the
Plan.

    


    
      	
              13.

            	
              UNFUNDED
      STATUS OF AWARDS

            


    

    


    The Plan
is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any SAR Agreement shall
give any such Participant any rights that are greater than those of a general
creditor of the Company in respect of cash payments owing to such
Participant.

    


    
      	
              14.

            	
              CLASS
      A SHARES SUBJECT TO THE PLAN

            


    

    


    The
maximum number of Shares issuable from treasury under the Plan is 1,500,000
Shares.  In addition, at the discretion of the Compensation Committee,
Class A Shares authorized for issuance under the 2005 Stock Incentive Plan may
be issued to employees of the Company to satisfy the exercise of SAR Awards
under the SAR Plan.

    


    
      	
              15.

            	
              SEVERABILITY

            


    

    


    If any
provision of the Plan is held to be invalid or unenforceable, the other
provisions of the Plan shall not be affected but shall be applied as if the
invalid or unenforceable provision had not been included in the
Plan.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    MDC
PARTNERS INC.

    STOCK
APPRECIATION RIGHTS AGREEMENT

    


    STOCK APPRECIATION RIGHTS
AGREEMENT (the “Agreement”) by and between MDC Partners Inc. (the
“Company”) and [insert] (the “Participant”),
dated as of [·] (the “Date of
Grant”).

    


    
      	
              1.

            	
              Definitions.
      Capitalized terms which are not defined herein shall have the meaning set
      forth in the MDC Partners Inc. Stock Appreciation Rights Plan (the
      “Plan”).

            


    

    


    
      	
              2.

            	
              Number of Shares and
      Exercise Price. The Company hereby grants to the Participant an
      Award (the “Award”), subject to the terms and conditions set forth herein
      and in the Plan, of a SAR with _____ underlying Class A
      Shares pursuant to which the SAR payment will be
    calculated.

            


    

    


    
      	
              3.

            	
              Term; Vesting
      Status.

            


    

    


    
      
        	
              	
                (a)

              	
                Term of Award.
      Unless the Award is earlier terminated pursuant to the Plan or this
      Agreement, the term of the Award shall commence on the Date of Grant and
      terminate no later than [term] after the Date of
      Grant.

              


      

    

    


    
      
        	
              	
                (b)

              	
                Vesting. Unless
      otherwise provided in this Agreement, each SAR shall vest [vesting
      terms].

              


      

    

    


    
      	
              4.

            	
              Rights and Obligations
      Upon Termination of Employment, Office or
  Service.

            


    

    


    
      
        	
              	
                (a)

              	
                The
      rights and obligations of the Participant upon termination of employment
      are governed by Sections 5(g) and (h) of the
  Plan

              


      

    

    


    
      
        	
              	
                (b)

              	
                Notwithstanding
      anything to the contrary in this Agreement, the Award shall terminate no
      later than the last date of the applicable term of the Award, as specified
      in Section 3.

              


      

    

    


    
      	
              5.

            	
              Transferability of
      Award. The rights or interests of a Participant under the Plan
      shall not be assignable or transferable, otherwise than by will or the
      laws governing the devolution of property in the event of death and such
      rights or interests shall not be
encumbered.

            


    

    


    
      	
              6.

            	
              Exercise of
      Award. The Award shall be exercised by a written notice delivered
      to the Secretary of the Company at the Company's principal executive
      offices in accordance with Section 7, specifying the portion of the Award
      to be exercised.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Notices. All
      notices and other communications under this Agreement shall be in writing
      and shall be given by hand delivery to the other party, by confirmed
      facsimile transmission or by registered or certified mail, return receipt
      requested, postage prepaid, addressed as
  follows:

            


    

     

    If
to the
Participant:

    


    [insert]

    


    If to the
Company:

    


    MDC
Partners Inc.

    950 Third
Avenue

    New York,
NY 10022

    Attn:  General
Counsel

    


    Either
party may furnish to the other in writing a substitute address and phone and fax
numbers for delivery of notice in accordance with this
section. Notices and communications shall be effective when actually received by
the addressee.

    


    
      	
              8.

            	
              Incorporation of Plan;
      Acknowledgment. The Plan is hereby incorporated herein by reference
      and made a part hereof, and the Award and this Agreement are subject to
      all terms and conditions of the Plan. In the event of any inconsistency
      between the Plan and this Agreement, the provisions of the Plan shall
      govern. By signing this Agreement, the Participant acknowledges having
      received and read a copy of the
Plan.

            


    

    


    
      	
              9.

            	
              Adjustment of
      Award. If, prior to the Participant's exercise in full of the Award
      or the termination of the Award in accordance with its terms, there shall
      occur a change in corporate structure affecting the Class A Shares, the
      terms and conditions of the Award may be adjusted in accordance with the
      provisions of the Plan.

            


    

    


    
      	
              10.

            	
              Governing Law.
      This Agreement shall be governed by and construed according to the laws of
      the Province of Ontario and the federal laws of Canada applicable
      herein.

            


    

    


    
      	
              11.

            	
              Amendment and
      Termination The Compensation Committee may at any time and from
      time to time alter, amend, suspend or terminate the Plan
      in whole or in part Notwithstanding the foregoing, a majority vote of the
      Compensation Committee shall be required to terminate or amend the Plan in
      a manner that may adversely affect the rights of Participants under this
      Plan.

            


    

    


    
      	
              12.

            	
              Counterparts.
      This Agreement may be executed in several counterparts, each of which
      shall be deemed an original, and said counterparts shall constitute but
      one and the same instrument.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year set forth first above.

     

    
      	 	 
	 	

              By:

              Title:

            
	 	 
	 	 
	 	 
	 	 
	 	

              [Insert
      Participant]

            


    

     

    
      
        
        

      

      
        10