Exhibit 10.1


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT dated as of December 14, 2021 (this “Agreement”) by and between STAGWELL
INC., a Delaware corporation (the “Company”), and MARK PENN (the “Executive”).


 


WITNESSETH:


 


WHEREAS,
MDC Partners Inc., the predecessor to the Company, and the Executive entered into that certain Employment Agreement, dated as of March 14,
2019, as amended on September 8, 2021 (the “Existing Agreement”); and


 


WHEREAS,
the Company and the Executive desired to enter into this Agreement to make certain changes to and supersede the Existing Agreement.


 


NOW,
THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged,
the parties agree as follows:


 


		1.	Employment



 


The Company agrees to employ
the Executive during the Term specified in Section 2, and the Executive agrees to accept such employment, upon the terms and
conditions hereinafter set forth.


 


		2.	Term



 


Subject to the provisions contained
in Sections 6 and 7, the Executive’s employment by the Company shall be for a term commencing on the date hereof (the
 “Commencement Date”) and shall continue until March 31, 2025, unless and until either (i) the Executive gives
sixty (60) days’ prior written notice of resignation without “Good Reason” (as defined herein) to the Company, (ii) the
Executive terminates employment with “Good Reason” in accordance with Section 6(b) of this Agreement, (iii) the
Company terminates the Executive’s employment with or without “Cause” (as defined herein), (iv) the Agreement is
terminated due to the Executive’s death or “Disability” (as defined herein) or (v) the Executive terminates employment
due to “Retirement” in accordance with Section 6(e) of this Agreement. Any notice given by the Executive
under Section 2(i) shall specify the date of termination and the fact that the notice is being delivered pursuant to
Section 2(i) of this Agreement; the Company shall have the right at any time during such sixty (60) day notice period
to relieve the Executive of all or any portion of his offices, duties and responsibilities and to place him on a paid leave-of-absence
status. The date on which the Executive ceases to be employed by the Company, regardless of the reason therefor, is referred to in this
Agreement as the “Termination Date”. The term during which the Executive’s employment shall continue is referred
to as the “Term”.


 


		3.	Duties and Responsibilities



 


(a) Title. During
the Term, the Executive shall have the position of Chief Executive Officer of the Company.


 


(b) Duties. The
Executive shall report directly to the Company’s Board of Directors (the “Board”), at such times and in such
detail as the Board shall reasonably require. The Executive shall perform such duties consistent with his position or as may be directed
by the Board.


 






     


     


    

 


(c) Scope of Employment.
The Executive’s employment by the Company as described herein shall be full-time. During the Term, the Executive agrees that he
will (i) devote the business time and attention consistent with his position and compensation and as reasonably determined by the
Board, his reasonable best efforts, and all his skill and ability to promote the interests of the Company; and (ii) carry out his
duties (A) in a competent manner and serve the Company faithfully and diligently under the direction of the Board and (B) subject
to Section 10 of this Agreement. Notwithstanding the foregoing, and subject to this Section 3(c), the Executive
shall be permitted to engage in charitable and civic activities and manage his personal passive investments, provided that any such activities
and/or passive investments are not in a company which transacts business with the Company or its affiliates or engages in a Restricted
Business (as defined in Section 8(a)) (or, if such company does transact business with the Company, or is a Restricted Business,
it is a publicly held corporation and the Executive’s participation is limited to owning less than 1% of its outstanding shares
or it transacts business with the Company at commercially reasonable terms as determined by the Chief Financial Officer), and further
provided that any such activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities
under this Agreement. Notwithstanding anything else set forth herein, the Company acknowledges that the Executive is a manager of The
Stagwell Group LLC (“Stagwell Advisors”), which serves as an investment advisor to Stagwell Media LP (the “Stagwell
Fund”) and which performs other services for entities controlled by the Stagwell Fund. The Company agrees that the Executive
may continue to serve as a manager of Stagwell Advisors, and carry out his duties as a manager of Stagwell Advisors, except as would interfere
with the performance of his duties or responsibilities under this Agreement. The Company further agrees that the Executive may (i) perform
services in connection with the public policy polling commonly known as the Harvard CAPS / Harris Poll which is considered an integral
portion of Executive’s duties and not an outside activity, and (ii) serve as an owner, advisor to or a board member of Political
Games, Inc., Mark’s Leasing Inc., MTailor Inc., Medtailor LLC, and serve on government advisory boards, in each case to the
same extent as Executive has performed such services during the one-year period prior to the Commencement Date, and in each case except
as would interfere with the performance of his duties or responsibilities under this Agreement.


 


(d) Office Location.
During the Term, the Executive’s services hereunder shall be performed at the offices of the Company, subject to necessary travel
requirements to the Company’s partner agency office locations in order to carry out his duties in connection with his positions
hereunder.


 


		4.	Compensation



 


(a) Base Salary.
As compensation for his services hereunder during the Term, the Company shall pay the Executive, in accordance with its normal payroll
practices, an annualized base salary of $1,000,000, which will increase to $1,060,000 effective January 1, 2022 and to $1,260,000
effective January 1, 2023 and may be further increased from time to time by the Human Resources & Compensation Committee
of the Board of Directors (the “Compensation Committee”) (such annualized base salary, as it may be so increased, “Base
Salary”).


 


(b) Equity Incentive
Award.


 


(i) Grant
of SARs. Effective as of the date hereof, and subject to Section 4(b)(ii), the Executive shall be granted an award of 1,500,000
stock appreciation rights (“SARs”) in respect of the Company’s Class A common stock (“Class A
Shares”) with an exercise price equal to the Fair Market Value (as defined below) of a Class A Share on the date hereof,
all in accordance with and subject to the terms and conditions of the Company’s 2016 Stock Incentive Plan (as amended from time
to time, the “Plan”) and a stock appreciation right agreement thereunder to be executed and delivered by the Executive
and Stagwell, subject to the terms of the following sentence. The SARs will become vested and exercisable in three equal installments
(each consisting of 500,000 stock appreciation rights) on each of the first three (3) anniversaries of the date hereof (each such
date, a “Vesting Date”), subject to the Executive’s continued employment with the Company through the applicable
Vesting Date. Upon exercise of a vested SAR, the Executive will receive the SAR Amount (as defined below) in the form of Class A
Shares, with such number of shares determined by dividing the SAR Amount by the Fair Market Value of a Class A Share on the date
of exercise (with any fractional share amount being rounded down to the nearest whole share). The “SAR Amount” is determined
by multiplying (i) the excess, if any, of the Fair Market Value of a Class A Share on the date of exercise of such SAR over
the exercise price, by (ii) the number of SARs that have been exercised. The SARs issued pursuant to this Section 4(b) shall
be subject to accelerated vesting upon (i) the Executive’s death or disability, (ii) termination of the Executive’s
employment without “Cause” or with “Good Reason,” or (iii) a Change in Control (as defined below) following
the date hereof. To the extent not yet exercised, any SARs issued pursuant to this Section 4(b) shall expire on the fifth
anniversary of the Commencement Date.


 


(ii) Stockholder
Approval. The grant of 1,312,000 of the SARs (consisting of 312,000 SARs that are scheduled to vest on the first (1st)
anniversary of the date hereof, 500,000 SARs that are scheduled to vest on the second (2nd) anniversary of the date hereof
and 500,000 SARs that are scheduled to vest on the first (1st) anniversary of the date hereof) (the “Approval
SARs”) shall be subject to stockholder approval of an amendment to the Plan to (A) increase the maximum number of shares
available for issuance set forth in Section 3(a) of the Plan by at least 1,312,000 Class A Shares and (B) remove the
individual award grant limit set forth in Section 3(a) of the Plan (the “Stockholder Approval”). The Company
shall seek the Stockholder Approval at the Company’s 2022 annual stockholder meeting and, if the Stockholder Approval is not obtained,
then the Approval SARs shall be forfeited as of the date of the Company’s 2022 annual stockholder meeting, and the Executive shall
have no further rights to the Approval SARs or any Class A Shares underlying the Approval SARs. In no event may the Approval SARs
or any portion thereof be exercised before the Stockholder Approval is obtained, notwithstanding any vesting of all or a portion of the
Approval SARs prior to the Stockholder Approval.


 






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For purposes of the SARs,
 “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
Compensation Committee. In the event that the price of Class A Shares shall not be so determinable, the Fair Market Value of Class A
Shares shall be determined by the Compensation Committee in its reasonable discretion.


 


(c) Annual Discretionary
Bonus. During the Term, the Executive shall be eligible to receive an annual discretionary bonus in a target amount equal to 110%
of the then current Base Salary, which target amount may be increased from time to time by the Compensation Committee. The annual discretionary
bonus shall be based upon criteria determined by the Compensation Committee, which criteria shall include the Executive’s performance,
the overall financial performance of the Company and such other factors as the Compensation Committee shall deem reasonable and appropriate
in its discretion (such annual discretionary bonus, as it may be so increased, the “Annual Discretionary Bonus”). The
Annual Discretionary Bonus shall be paid in accordance with the Company’s normal bonus payment procedures.


 


(d) Grants under LTIP
Plans. The Executive shall be eligible to participate in the Company’s LTIP Plans with an annual target award amount equal to
350% of the Executive’s then current Base Salary, with each such award to be made on terms and conditions no more or less favorable
than those of awards made to other senior executives of the Company.


 


(e) Attorney Expenses.
Upon the Executive’s submission of appropriate itemized proof and verification of reasonable and customary legal fees incurred by
Executive in obtaining legal advice associated with the review, preparation, approval, and execution of this Agreement, the Company will
reimburse the Executive for up to $25,000 in the aggregate for all such legal fees no later than thirty (30) days of receipt of an invoice
for legal services from Executive and/or Executive’s attorneys.


 


		5.	Expenses; Fringe Benefits



 


(a) Expenses. The
Company agrees to pay or to reimburse the Executive for all reasonable, ordinary, necessary and documented business or entertainment expenses
incurred during the Term in the performance of his services hereunder in accordance with the written policies of the Company as from time
to time in effect, including reasonable, ordinary, necessary and documented first-class transportation and first-class accommodations
and private air transportation as allotted by the Compensation Committee. Without the generality of the foregoing and notwithstanding
the provisions of this Section 5(a), the Company acknowledges and agrees that the Executive shall be entitled to incur and
be reimbursed for expenses greater than, or not contemplated in, the policies of the Company in effect from time to time. The Executive,
as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts
evidencing the travel or out-of-pocket expenses for which the Executive seeks payment or reimbursement, and any other information or materials,
as the Company may from time to time reasonably require.


 


(b) Benefit Plans.
During the Term, the Executive and, to the extent eligible, his dependents, shall be eligible to participate in and receive all benefits
under any group health plans, welfare benefit plans and programs (including disability, group life (including accidental death and dismemberment)
and business travel insurance plans and programs) provided by the Company to its senior executives and, without duplication, its employees
generally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect
from time to time.


 


(c) Vacation. The
Executive shall be entitled to four (4) weeks of vacation in accordance with the Company’s policies, with no right of carry
over, to be taken at such times as shall not materially interfere with the Executive’s fulfillment of his duties hereunder, and
shall be entitled to as many holidays, sick days and personal days as are in accordance with the Company’s policy then in effect
generally for its employees.


 






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		6.	Termination of Employment



 


(a) Termination for
Cause. The Company, by direction of the Board (excluding the Executive), shall be entitled to terminate the Term and to discharge
the Executive for “Cause” effective upon the giving of written notice to the Executive. For purposes of this Agreement,
the term “Cause” shall mean:


 


(i) the Executive's
willful failure or refusal to materially perform his duties and responsibilities to the Company as set forth in Section 3
hereof (other than as a result of a Disability pursuant to Section 6(d) hereof), or to abide by the reasonable directives
of the Board, in each case if such failure or refusal is not cured (if curable) within 20 days after written notice thereof by the Company;


 


(ii) the willful
fraud or material dishonesty of the Executive in connection with his position or the performance of duties to the Company (including any
misappropriation of the funds or property of the Company), or the willful misconduct of the Executive in connection with his position
or the performance of his duties to the Company;


 


(iii) the conviction
of Executive in a court of law of, or entering by the Executive of a plea of guilty or no contest to, any felony or any crime involving
material dishonesty or theft;


 


(iv) willful
failure by the Executive to cooperate as directed by the Board with a bona fide Company internal investigation or an investigation of
the Company by governmental, regulatory or law enforcement authorities, if such breach is not cured (if curable) within 20 days after
written notice thereof to the Executive by the Company; and


 


(v) any material
breach by the Executive of Sections 8 or 10 hereof, if such breach is not cured (if curable) within 20 days after written
notice thereof to the Executive by the Company.


 


Any notice required to be given
by the Company pursuant to this section shall specify the nature of the claimed breach and the manner in which the Company requires such
breach to be cured (if curable). In the event that the Executive is purportedly terminated for Cause and a court determines that Cause
as defined herein was not present, then such purported termination for Cause shall be deemed a termination without Cause pursuant to Section 6(c) and
the Executive’s rights and remedies will be governed by Section 7(b), in full satisfaction and in lieu of any and all
other or further remedies the Executive may have under this Agreement.


 


(b) Termination by the
Executive for Good Reason. Provided that a Cause event has not occurred, the Executive shall be entitled to terminate this Agreement
and the Term hereunder for Good Reason (as defined below) at any time during the Term by written notice to the Company not more than 20
days after the occurrence of the event constituting such Good Reason. For purposes of this Agreement, “Good Reason”
shall be limited to:


 


(i) a material
diminution of the Executive’s position or authority as set forth in Section 3 hereof, which breach remains uncured (if
curable) for a period of 15 days after written notice of such breach to the Company;


 


(ii) the Company’s
material breach of the compensation and benefits provisions of Section 4 or Section 5 hereof, which breach remains
uncured (if curable) for a period of 15 days after written notice of such breach to the Company; or


 


(iii) following
a Change in Control (as defined below), the Executive not holding the position of chief executive officer of the ultimate parent corporation
or other controlling entity resulting from the Change in Control transaction.


 


Any notice required to be given
by the Executive pursuant to this Section 6(b) shall specify the nature of the circumstance alleged to constitute Good
Reason and the provisions of this Agreement relied upon, and shall specify the date of termination, which shall not be less than 30 days
or more than 60 days following the date of such notice.


 


For the purposes of this Agreement,
a “Change in Control” shall have the meaning provided in Section 2(b) of the Plan with respect to any event
so described in Section 2(b) of the Plan that occurs following the Commencement Date.


 






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(c) Termination without
Cause. The Company, by direction of the Board, shall have the right at any time during the Term to immediately terminate the employment
of the Executive without Cause by giving written notice to the Executive setting forth a date of termination.


 


(d) Termination for
Death or Disability. In the event of the Executive’s death, the date of termination shall be the date of the Executive’s
death. In the event the Executive shall be unable to perform his duties hereunder by virtue of illness or physical or mental incapacity
or disability (from any cause or causes whatsoever) in substantially the manner and to the extent required hereunder prior to the commencement
of such disability and the Executive shall fail to perform such duties for periods aggregating 120 days, whether or not continuous, in
any continuous period of 360 days (such causes being herein referred to as “Disability”), the Company shall have the
right to terminate the Executive’s employment hereunder as at the end of any calendar month during the continuance of such Disability
upon at least 30 days’ prior written notice to the Executive.


 


(e) Termination for
Retirement. Upon reaching the age of 70, Executive may terminate his employment for “Retirement” upon not less
than 30 days’ prior written notice to the Company.


 


		7.	Effect of Termination of Employment and Change in Control



 


(a) Termination by the
Company for Cause; by Death or Disability; without Good Reason. In the event of the termination of the employment of the Executive
(1) by the Company for Cause; (2) by reason of death or Disability pursuant to Section 6(d); or (3) pursuant
to a notice of resignation without Good Reason, the Executive shall be entitled to the following payments and benefits (the “Accrued
Rights”):


 


(i) unpaid Base
Salary through, and any unpaid reimbursable expenses outstanding as of, the date of termination; and


 


(ii) all outstanding
equity incentive awards (including the SARs) shall be treated in accordance with the governing equity plan and underlying award agreement,
except as otherwise provided in Section 4(b).


 


In the event of termination
of the employment of Executive in the circumstances described in this Section 7(a), except as expressly provided in this section
or any other accrued benefits or indemnification rights under the Company’s by-laws, the Company’s other organizational documents,
or this Agreement, the Company shall have no further liability to the Executive or the Executive’s heirs, beneficiaries or estate
for damages, compensation, benefits, severance or other amounts of whatever nature, directly or indirectly, arising out of or otherwise
related to this Agreement and the Executive’s employment or cessation of employment with the Company.


 


(b) Termination by the
Company without Cause or by the Executive for Good Reason. In the event of a termination by the Company without Cause or by the Executive
for Good Reason, the Executive shall be entitled to the following payments and benefits:


 


(i) the Accrued
Rights as provided in Section 7(a) hereof;


 


(ii) his Annual
Discretionary Bonus with respect to the calendar year prior to the date of termination, when otherwise payable, but only to the extent
earned and approved by the Compensation Committee but not already paid;


 


(iii) eligibility
for a pro-rata portion of his Annual Discretionary Bonus with respect to the calendar year in which the date of termination occurs, when
otherwise payable (such pro-rata amount to be equal to the product of (A) the amount of the Annual Discretionary Bonus that would
have been earned for such calendar year based on actual performance for such year, times (B) a fraction, (x) the numerator of
which shall be the number of calendar days commencing January 1 of such year and ending on the date of termination, and (y) the
denominator of which shall equal 365;


 


(iv) in the event
of a termination without Cause or by the Executive for Good Reason, a severance payment (the “Termination Payment”)
in an amount equal to the product of 1.5 multiplied by the sum of (A) the amount of then-current Base Salary, plus (B) the amount
of the Annual Discretionary Bonus paid (or earned and approved by the Compensation Committee but not already paid) in respect of the fiscal
year immediately preceding the year which includes the date of termination. The Termination Payment (less applicable withholding taxes),
shall be paid to the Executive in a cash lump-sum not later than 60 days following the date of termination; and


 






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(v) during the
period commencing on the Termination Date and ending on the twelve (12)-month anniversary thereof or, if earlier, the date on which the
Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the
 “COBRA Period”), subject to the Executive’s valid election to continue healthcare coverage under Section 4980B
of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Company shall, in
its sole discretion, either (A) continue to provide to the Executive and the Executive’s dependents, at the Company’s
sole expense, or (B) reimburse the Executive and the Executive’s dependents for coverage under its group health plan (if any),
at the same levels and costs in effect on the Termination Date (excluding, for purposes of calculating cost, an employee’s ability
to pay premiums with pre-tax dollars); provided, however, that if (1) any plan pursuant to which such benefits are provided is not,
or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A of the Code
under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover the Executive or
the Executive’s dependents under its group health plans or (3) the Company cannot provide the benefit without violating applicable
law (including Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company
subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the COBRA Period (or remaining portion
thereof).


 


(c) Termination due
to Retirement. In the event of a Retirement, the Executive shall be entitled to the following payments and benefits:


 


(i) the Accrued
Rights as provided in Section 7(a) hereof;


 


(ii) provided that the
Executive continues to provide his services to the Company as Chairman of the Board following his Retirement (or the Executive has offered
to serve in such role and the Company has declined to so engage him as Chairman of the Board), all outstanding equity incentive awards
(including the SARs) shall remain eligible to vest until such date that the Executive no longer is willing to serve as Chairman of the
Board (or voluntarily resigns from the Board); and


 


(iii) during the COBRA
Period, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations
thereunder, the Company shall, in its sole discretion, either (A) continue to provide to the Executive and the Executive’s
dependents, at the Company’s sole expense, or (B) reimburse the Executive and the Executive’s dependents for coverage
under its group health plan (if any), at the same levels and costs in effect on the Termination Date (excluding, for purposes of calculating
cost, an employee’s ability to pay premiums with pre-tax dollars); provided, however, that if (1) any plan pursuant to which
such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application
of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue
to cover the Executive or the Executive’s dependents under its group health plans or (3) the Company cannot provide the benefit
without violating applicable law (including Section 2716 of the Public Health Service Act), then, in any such case, an amount equal
to each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the COBRA
Period (or remaining portion thereof).


 


(d) Effects of Termination
by the Company without Cause or by the Executive for Good Reason; due to Retirement. In the event of termination of this Agreement
in the circumstances described in Sections 7(b) or 7(c), except as expressly provided in this section or any other
accrued benefits or indemnification rights, the Company shall have no further liability to the Executive or the Executive’s heirs,
beneficiaries or estate for damages, compensation, benefits, severance or other amounts of whatever nature, directly or indirectly, arising
out of or otherwise related to this Agreement and the Executive’s employment or cessation of employment with the Company.


 


The Executive shall be under
no duty to mitigate damages hereunder. The making of any severance payments and providing the other benefits as provided in Sections
7(b) or 7(c) is conditioned upon the Executive signing and not revoking a separation agreement in a form reasonably
satisfactory to the Company (the “Separation Agreement”) within 60 days following the date of termination. The Separation
Agreement shall provide for the contractual severance described in Sections 7(b) or 7(c), a customary release of all
claims by the Executive, and a reaffirmation of the Executive’s restrictive covenants. In the event the Executive breaches any material
provisions of the Separation Agreement or the provisions of Section 8 of this Agreement, in addition to any other remedies
at law or in equity available to it, (i) the Company may cease making any further payments and providing the other benefits provided
for in Sections 7(b) or 7(c) (including ceasing continued vesting of equity incentive awards pursuant to Section 7(c)),
and (ii) as of the first date on which the Executive so breaches, the Executive shall pay to the Company an amount equal to the sum
of all payments theretofore paid to the Executive pursuant to Sections 7(b) or 7(c) (including any equity incentive
awards that vested or continued to vest (or any Class A Shares received in settlement thereof), in each case without affecting the
Company’s rights under this Agreement or the Separation Agreement.


 






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(e) Change in Control.
Upon the occurrence of a Change in Control, the vesting and, if applicable, exercisability of the Executive’s then outstanding equity
awards shall be accelerated in full (and, if applicable, all restrictions and rights of repurchase on such awards shall lapse) effective
as of immediately prior to such Change in Control (including any such awards that vest in whole or in part based on the attainment of
performance-vesting conditions which shall be deemed achieved based on actual performance results measured as such Change in Control).


 


		8.	Protective Covenants and Protection of Confidential Information



 


(a) Definitions.
As used in this Section 8, the following terms shall have the meanings set forth below:


 


(i) “Company”
means Stagwell Inc. and each of its subsidiaries.


 


(ii) “Client”
means any Person (as defined below) to whom, at any time during the period that the Executive was in the employ of the Company, the Company
(x) rendered services or (y) made a Pitch.


 


(iii) “Person”
means and includes an individual, a company, a joint venture, a corporation (including any non-profit corporation), an estate, an association,
a trust, a general or limited partnership, a limited liability company, a limited liability partnership, an unincorporated organization
and a government or other department or agency thereof.


 


(iv) “Pitch”
means a new business presentation or similar offering of services; provided, however, a general mailing or an incidental contact shall
not be deemed a Pitch.


 


(v) “Post-Employment
Restriction Period” means the period of time commencing on the Termination Date and continuing until the end of the twelve (12)
month period following the Termination Date. For greater clarity, the Post-Employment Restriction Period shall commence at the end of
the sixty (60)- day notice period referred to in Section 2 in the event that a notice of termination is delivered pursuant
to Section 2.


 


(vi) “Restricted
Client” means (x) anyone who was a Client of the Company on the Termination Date or at any time during the one-year period
immediately preceding the Termination Date, and (y) any prospective Client to whom the Company made a Pitch at any time during the
one-year period prior to, or the six month period immediately following, the Termination Date, but with respect to any Pitch made after
the Termination Date, only if the Executive participated in or had a supervisory responsibility or other involvement in the discussions
with the potential Client preceding the Pitch and/or participated in the preparation of the Pitch and/or the actual Pitch. In addition,
if the Restricted Client is part of a group of companies which conducts business through more than one entity, division or operating unit,
whether or not separately incorporated (a “Client Group”), the term “Restricted Client” as used herein
shall include each entity, division and operating unit of the Client Group where the same management group of the Client Group has the
decision making authority or significant influence with respect to contracting for services of the type rendered by the Company.


 


(vii) “Restricted
Business” means the business of any advertising, marketing, digital (non-technology) or communication services.


 


(viii) “Restricted
Territory” means the United States and any other geographic area in which the Company or any of its controlled subsidiaries
or managerially controlled affiliates render services to its Clients.


 






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(b) Restrictions on
Certain Activities. The Executive acknowledges (i) that the business and the industry in which the Company competes is highly
competitive; (ii) that as a key executive of the Company whose responsibilities and duties require is involvement in all aspects
of the business of the Company, he may participate in the servicing of Clients and/or the solicitation of prospective clients, through
which, among other things, the Executive has obtained and will continue to obtain knowledge of the “know-how” and business
practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder
requires the performance of services which are special, unique, extraordinary and intellectual in character, and his senior position with
the Company places him in a position of confidence and trust with the Clients and employees of the Company; (iv) that as a key executive
of the Company he has participated in and will continue to participate in the solicitation and hiring of executives and other employees
of the Company and that his senior position with the Company has put him, and will put him in a position of becoming very familiar with
the talents, needs, capabilities and characteristics of such employees and executives; and (v) that his rendering of services to
the Clients and his supervisory responsibilities involving employees of the Company necessarily required and will continue to require
the disclosure to the Executive of Confidential Information (as defined in Section 8(c) hereof) of the Company. In the
course of the Executive’s employment with the Company, the Executive may develop a personal relationship with the Clients of the
Company and a knowledge of those Clients’ affairs and requirements, and the relationship of the Company with its established clientele
will therefore be placed in the Executive’s hands in confidence and trust. The Executive consequently acknowledges that it is a
legitimate interest of the Company, and reasonable and necessary for the protection of the Confidential Information, goodwill and business
of the Company, which is valuable to the Company, that the Executive make the covenants contained herein and that the Company would not
have entered into this Agreement unless the covenants set forth in this Section 8 were contained in this Agreement. Accordingly,
except as acknowledged below or as otherwise set forth in Section 3(c), the Executive agrees that he will not, as an individual,
employee, consultant, independent contractor, partner, shareholder, member or in association with any other Person, except on behalf of
the Company, directly or indirectly, and regardless of the reason for the Executive ceasing to be so employed by the Company:


 


(i) during the
Term and continuing until the end of the Post-Employment Restriction Period, solicit business on behalf of, render any competitive services
to, engage in, guaranty any obligations of, extend credit to, or have any ownership interest or other affiliation in, any business or
other endeavor, which is engaged in the Restricted Business in the Restricted Territory; provided, however, that nothing contained in
this clause (i) shall be deemed to prevent the undersigned from owning less than 1% of the shares of any publicly held corporation
engaged in any such business or from any other rights granted in this Agreement;


 


(ii) during the
Term and continuing until the end of the Post-Employment Restriction Period, in the Restricted Territory, solicit, render services to
or for, or accept from, anyone who is a Restricted Client, any Restricted Business of the type performed by the Company, or persuade or
attempt in any manner to persuade any Restricted Client to cease to do any business of the type performed by the Company or to reduce
the amount of business which any such Restricted Client has customarily done or is reasonably expected to do with the Company, whether
or not the relationship between the Company and such Restricted Client was originally established in whole or in part through the Executive’s
efforts;


 


(iii) during
the Term and continuing until the end of the Post-Employment Restriction Period, be employed in the Restricted Territory by a Restricted
Client to solicit or render services of the type performed by the Company for such Restricted Client without prior written approval by
the Company (the determination of which shall not be unreasonably delayed); or


 


(iv) during the
Term and continuing until the end of the Post-Employment Restriction Period, employ as an employee or retain as a consultant, any Person
who is then or at any time during the one-year period prior to the Termination Date was, an employee of or exclusive consultant to, the
Company, or, persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company
or to become employed as an employee or retained as a consultant by any other Person without prior written approval by the Company


 


(c) Confidential Information.
In the course of the Executive’s employment with the Company (and its predecessor), he will acquire and have access to confidential
or proprietary information about the Company and/or its clients, including but not limited to, trade secrets, methods, models, passwords,
access to computer files, financial information and records, computer software programs, agreements and/or contracts between the Company
and its clients, client contacts, client preferences, creative policies and ideas, advertising campaigns, creative and media materials,
graphic design materials, sales promotions and campaigns, sales presentation materials, budgets, practices, concepts, strategies, methods
of operation, financial or business projections of the Company and information about or received from clients and other companies with
which the Company does business. The foregoing shall be collectively referred to as “confidential information”. The
Executive is aware that the confidential information is not readily available to the public and accordingly, the Executive also agrees
that he will not at any time (whether during the Term or after termination of this Agreement) disclose to anyone (other than his counsel
in the course of a dispute arising from the alleged disclosure of confidential information or as required by law) any confidential information,
or utilize such confidential information for his own benefit, or for the benefit of third parties. The Executive agrees that the foregoing
restrictions shall apply whether or not any such information is marked “confidential” and regardless of the form of the information.
The term “confidential information” does not include information which (i) is or becomes generally available to the public
other than by breach of this provision or (ii) the Executive learns from a third party who is not under an obligation of confidence
to the Company or a client of the Company. In the event that the Executive becomes legally required to disclose any confidential information,
he will provide the Company with prompt notice thereof so that the Company may seek a protective order or other appropriate remedy and/or
waive compliance with the provisions of this Section 8(c) to permit a particular disclosure. In the event that such protective
order or other remedy is not obtained, or that the Company waives compliance with the provisions of this Section 8(c) to
permit a particular disclosure, the Executive will furnish only that portion of the confidential information which he is legally required
to disclose and, at the Company’s expense, will cooperate with the efforts of the Company to obtain a protective order or other
reliable assurance that confidential treatment will be accorded the confidential information. The Executive further agrees that all memoranda,
disks, files, notes, records or other documents, whether in electronic form or hard copy (collectively, the “material”)
compiled by him or made available to him during his employment with the Company (whether or not the material constitutes or contains confidential
information), and in connection with the performance of his duties hereunder, shall be the property of the Company and shall be delivered
to the Company on the termination of the Executive’s employment with the Company or at any other time upon request. Except in connection
with the Executive’s employment with the Company, the Executive agrees that he will not make or retain copies or excerpts of the
material; provided that the Executive shall be entitled to retain his personal files.


 






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Nothing in this Agreement shall
prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental
or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations
of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that
are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures
are consistent with applicable law. The Executive understands and acknowledges that an individual shall not be held criminally or civilly
liable under any federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a federal,
state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law,
or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive
understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation
of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if
the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court
order. For purposes of this Agreement, each of the foregoing communications or disclosures is a “Protected Disclosure.”
The Executive does not need to give prior notice to (or get authorization from) the Company regarding any Protected Disclosure. Except
as otherwise provided in this Section 8(c) or under applicable law, notwithstanding the foregoing, under no circumstance
will the Executive be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company,
or the Company’s trade secrets, without prior written consent of the Company’s General Counsel or other officer designated
by the Company.


 


(d) Remedies; Acknowledgments.
If the Executive commits or threatens to commit a breach of any of the provisions of Sections 8(b) or (c), the Company
shall have the right to have the provisions of this Agreement specifically enforced by any court having jurisdiction without being required
to post bond or other security and without having to prove the inadequacy of the available remedies at law, it being acknowledged and
agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide
an adequate remedy to the Company. In addition, the Company may take all such other actions and remedies available to it under law or
in equity and shall be entitled to such damages as it can show it has sustained by reason of such breach.


 


The parties acknowledge that
(i) the type and periods of restriction imposed in the provisions of Sections 8(b) and (c) are fair and reasonable
and are reasonably required in order to protect and maintain the proprietary interests of the Company described above, other legitimate
business interests and the goodwill associated with the business of the Company; (ii) the time, scope and other provisions of this
Section 8 have been specifically negotiated by sophisticated parties, represented by legal counsel, and are given as an integral
part of the transactions contemplated by this Agreement; and (iii) because of the nature of the business engaged in by the Company
and the fact that clients can be and are serviced by the Company wherever they are located, it is impractical and unreasonable to place
a geographic limitation on the agreements made by the Executive herein. The Executive specifically acknowledges that his being restricted
from soliciting and servicing Restricted Clients as contemplated by this Agreement will not prevent him from being employed or earning
a livelihood in the type of business conducted by the Company. If any of the covenants contained in Sections 8(b) and (c),
or any part thereof, is held to be unenforceable by reason of it extending for too great a period of time or over too great a geographic
area or by reason of it being too extensive in any other respect, the parties agree (x) such covenant shall be interpreted to extend
only over the maximum period of time for which it may be enforceable and/or over the maximum geographic areas as to which it may be enforceable
and/or over the maximum extent in all other respects as to which it may be enforceable, all as determined by the court making such determination
and (y) in its reduced form, such covenant shall then be enforceable, but such reduced form of covenant shall only apply with respect
to the operation of such covenant in the particular jurisdiction in or for which such adjudication is made. Each of the covenants and
agreements contained in this Section 8 (collectively, the “Protective Covenants”) is separate, distinct
and severable. All rights, remedies and benefits expressly provided for in this Agreement are cumulative and are not exclusive of any
rights, remedies or benefits provided for by law or in this Agreement, and the exercise of any remedy by a party hereto shall not be deemed
an election to the exclusion of any other remedy (any such claim by the other party being hereby waived). The existence of any claim,
demand, action or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of each Protective Covenant. The unenforceability of any Protective Covenant shall not affect
the validity or enforceability of any other Protective Covenant or any other provision or provisions of this Agreement.


 






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(e) Notification of
Restrictive Covenants. Prior to accepting employment with any person, firm or entity during the Post-Employment Restriction Period,
the Executive shall notify the prospective employer in writing of his obligations pursuant to this Section 8 (it being agreed
by the Company that such notification required under this Section 8(e) shall not be deemed a breach of the confidentiality
provisions of this Agreement). Executive may provide a copy of the provisions of this Section 8 to any such prospective employer.


 


(f) Tolling. The
temporal duration of the covenants set forth in Section 8 of this Agreement shall not expire, and shall be tolled, during
any period in which the Executive is in violation of any such covenants, and all restrictions shall automatically be extended by the period
of the Executive’s violation of any such restrictions.


 


		9.	Intellectual Property



 


During the Term, the Executive
will disclose to the Company all ideas, inventions and business plans developed by him during such period which relate directly to the
business of the Company, including any design, logo, slogan, advertising campaign or any process, operation, product or improvement which
may be patentable or copyrightable. The Executive agrees that all patents, licenses, copyrights, tradenames, trademarks, service marks,
planning, marketing and/or creative policies and ideas, advertising campaigns, promotional campaigns, media campaigns, budgets, practices,
concepts, strategies, methods of operation, financial or business projections, designs, logos, slogans and business plans developed or
created by the Executive in the course of his employment hereunder, either individually or in collaboration with others, will be deemed
works for hire and the sole and absolute property of the Company. The Executive agrees that at the Company’s request and expense,
he will take all steps necessary to secure the rights thereto to the Company by patent, copyright or otherwise.


 


		10.	Additional Covenants



 


During the Term, the Executive
covenants and agrees to restrict his role and responsibilities at Stagwell Advisors or any of its affiliates in any manner required to
comply with applicable law and the Company’s Related Party Transaction Policy.


 


		11.	Indemnification



 


The Company shall indemnify
and hold harmless, the Executive and his heirs, executors, administrators and other legal personal representatives (each, an “Indemnitee”),
to the maximum extent permitted by applicable law, from and against (a) any liability and all costs, charges and expenses that an
Indemnitee sustains or incurs in respect of any action, suit or proceeding that is proposed, threatened or commenced against an Indemnitee
for or in respect of anything done or permitted by the Executive in respect of the execution of the duties of his office; and (b) all
other costs, charges and expenses that the Executive sustains or incurs in respect of the affairs of the Company. The Company shall also
indemnify the Executive in such other circumstances to the maximum extent as applicable law permits or requires. To the extent permitted
by applicable law, the Company will advance or reimburse any expenses, including reasonable attorneys’ fees, incurred by an Indemnitee
in investigating and defending any actual or threatened action, suit or proceeding for which an Indemnitee may be entitled to indemnification
under this Section 11. During the Term and thereafter, the Company shall provide the Executive with coverage under its current
directors’ and officers’ liability policy to the same extent as its other senior executives and/or directors.


 






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		12.	Enforceability



 


The failure of any party at
any time to require performance by the other party of any provision hereunder shall in no way affect the right of that party thereafter
to enforce the same, or to enforce any of the other provisions in this Agreement; nor shall the waiver by any party of the breach of any
provision hereof be taken or held to be a waiver of any subsequent breach of such provision or as a waiver of the provision itself.


 


		13.	Assignment



 


The Company and the Executive
agree that the Company shall have the right to assign this Agreement in connection with any asset assignment of all or substantially all
of the Company’s assets, stock sale, merger, consolidation or other corporate reorganization involving the Company and, accordingly,
this Agreement shall inure to the benefit of, be binding upon and may be enforced by, any and all successors and such assigns of the Company.
The Company and Executive agree that Executive’s rights and obligations under this Agreement are personal to the Executive, and
the Executive shall not have the right to assign or otherwise transfer his rights or obligations under this Agreement, and any purported
assignment or transfer shall be void and ineffective, provided that the rights of the Executive to receive certain benefits upon death
as expressly set forth under Section 7(a) of this Agreement shall inure to the Executive’s estate and heirs. The
rights and obligations of the Company hereunder shall be binding upon and run in favor of the successors and assigns of the Company.


 


		14.	Modification



 


This Agreement may not be orally
canceled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in
writing and signed by the parties to this Agreement.


 


		15.	Severability; Survival



 


In the event any provision or
portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of
this Agreement shall nevertheless be binding upon the parties with the same effect as though the invalid or unenforceable part had been
severed and deleted or reformed to be enforceable. The respective rights and obligations of the parties hereunder shall survive the termination
of the Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.


 


		16.	Notice



 


Any notice, request, instruction
or other document to be given hereunder by any party hereto to another party shall be in writing and shall be deemed effective (a) upon
personal delivery, if delivered by hand, or (b) three (3) days after the date of deposit in the mails, postage prepaid if mailed
by certified or registered mail, or (c) on the next business day, if sent by prepaid overnight courier service or facsimile transmission
(if electronically confirmed), and in each case, addressed as follows:


 


If
to the Executive:


Mr. Mark Penn


Address as on file with the Company


With a copy (which shall not constitute notice)
to:


Williams and Connolly LLP


725 12th Street NW


Washington, DC 20005


Attn: Michael F. O’Connor


 


If
to the Company:


c/o Stagwell Inc.


One World Trade Center, Floor 65


New York, NY 10007


Attention: General Counsel


 






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Any party may change the address to which notices
are to be sent by giving notice of such change of address to the other party in the manner herein provided for giving notice.


 


		17.	No Conflict



 


The Executive represents and
warrants that he is not subject to any agreement, instrument, order, judgment or decree of any kind, or any other restrictive agreement
of any character, which would prevent him from entering into this Agreement or which would be breached by the Executive upon his performance
of his duties pursuant to this Agreement.


 


		18.	Entire Agreement; Governing Law



 


This Agreement represents the
entire agreement between the Company and the Executive with respect to the employment of the Executive by the Company and may not be contradicted
by evidence of any prior or contemporaneous agreement (including the Existing Employment Agreement). This Agreement shall be governed
by, enforced under, and construed in accordance with the laws of the State of New York.


 


		19.	Withholdings



 


The Company may withhold from
any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable
law or regulation.


 


		20.	Counterparts



 


This Agreement may be executed
in two counterparts or by facsimile transmission, both of which taken together shall constitute one instrument.


 


		21.	No Strict Construction



 


The language used in this Agreement
will be deemed to be the language chosen by the Company and the Executive to express their mutual intent, and no rule of law or contract
interpretation that provides that in the case of ambiguity or uncertainty a provision should be construed against the draftsman will be
applied against any party hereto.


 


		22.	409A Compliance



 


This Agreement is intended to
comply, to the extent applicable, with Section 409A of Code and will be so interpreted. For purposes of this Agreement, a termination
of Executive’s services on the date of termination shall be determined in a manner consistent with the rules relating to “separation
from service” within the meaning of Section 409A of the Code and the regulations thereunder. Notwithstanding anything herein
to the contrary, (i) if on the date of termination Executive is a “specified employee” as defined in Section 409A
of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination
the Agreement is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code,
then the Company will (A) defer the commencement of the payment of any such payments or benefits hereunder (without any reduction
in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following the date of termination
(or the earliest date as is permitted under Section 409A of the Code), and (B) add to such payment or benefit an interest payment
for the six-month period calculated using the short-term Applicable Federal Rate (monthly compounded) as in effect on the date of termination
under Section 1274(d) of the Code and (ii) if any other payments of money or other benefits due to the Executive hereunder
could cause the application of an accelerated or additional tax under Section 409A of the Code, the parties agree to restructure
the payments or benefits to comply with Section 409A of the Code in a manner which does not diminish the value of such payments and
benefits to the Executive. To the extent any reimbursements or in-kind benefits due to the Executive under this Agreement constitute “deferred
compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid in a manner consistent
with Treas. Reg. Section 1.409A-3(i)(1)(iv). If under this Agreement, an amount is paid in two or more installments, each installment
shall be treated as a “separate payment” within the meaning of 409A of the Code.


 


* * * * *


 






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IN
WITNESS WHEREOF, the parties have executed this Amended and Restated Employment Agreement as of the day and year first above
written.


 


	 	STAGWELL INC.
	 	 
	 	By: 	/s/ Frank Lanuto
	 	Name: Frank Lanuto
	 	Title: Chief Financial Officer
	 	 
	 	By: 	/s/ Peter McElligott
	 	Name: Peter McElligott
	 	Title: General Counsel


 


	 	MARK PENN
	 	 
	 	Signature: 	/s/ Mark Penn


 


[Execution Page to Employment Agreement]