Exhibit 10.5


 





INDUCEMENT RESTRICTED
STOCK GRANT AGREEMENT (2019)


 


INDUCMENT
RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”), made as of June 17, 2019 (the “Grant Date”),
between MDC Partners Inc., a Canadian corporation (the “Corporation”), and Jonathan Mirsky (the
 “Grantee”), a new employee of the Corporation.


 


WHEREAS,
the Corporation’s Board of Directors (the “Board”) has determined to grant to the Grantee an inducement
award in connection with the Grantee’s employment as General Counsel and Corporate Secretary of the Corporation on the terms
set forth herein.


 


WHEREAS,
the Corporation is granting this award as a material inducement to the Grantee’s employment with the Corporation in accordance
with NASDAQ Listing Rule 5635(c)(4).


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


1.        Grant
of Restricted Stock.


 


1.1           The Corporation
hereby grants to the Grantee, on the terms and conditions set forth in this Agreement, the number of shares of Restricted Stock
set forth under the Grantee's name on the signature page hereto (the “2019 Restricted Stock Award”).


 


1.2           The Grantee's
rights with respect to all the shares of Restricted Stock underlying the 2019 Restricted Stock Award shall not vest and will remain
forfeitable at all times prior to the vesting thereof under this Agreement. At any time, reference to the 2019 Restricted Stock
Award shall be deemed to be a reference to the Restricted Shares granted under Section 1.1 that have neither vested nor been forfeited
pursuant to the terms of this Agreement.


 


1.3           This Agreement
shall be construed in accordance with, and subject to, the terms of the Corporation’s 2016 Stock Incentive Plan (the “Plan”)
(the provisions of which are incorporated herein by reference).


 


2.        Rights
of Grantee.


 


Except as otherwise
provided in this Agreement, the Grantee shall be entitled, at all times on and after the Grant Date, to exercise all rights of
a shareholder with respect to the 2019 Restricted Stock Award, including the right to vote the shares of Restricted Stock. Prior
to the Vesting Dates (as defined below), the Grantee shall not be entitled to transfer, sell, pledge, hypothecate or assign any
portion of the 2019 Restricted Stock Award, as applicable (collectively, the “Transfer Restrictions”).


 






    	 	 	 



     


    

 


3.        Vesting;
Lapse of Restrictions.


 


3.1       The
2019 Restricted Stock Award shall vest and the Transfer Restrictions with respect to the shares of the 2019 Restricted Stock Award
shall lapse, in three equal installments (each consisting of 83,333 shares of Restricted Stock) on each of the first three (3)
anniversaries of June 17, 2019 (each such date, a “Vesting Date”), subject to the Grantee’s continued
employment with the Company through the applicable Vesting Date; provided, that the 2019 Restricted Stock Award shall vest,
and the Transfer Restrictions with respect to all the shares of the 2019 Restricted Stock Award shall lapse, if sooner, on the
date of any one of the following: (i) the occurrence of a Change in Control (as defined in the Plan); (ii) termination of Grantee’s
employment by the Corporation without Cause or by the Grantee with Good Reason; or (iii) the Grantee’s death or Disability
(as defined herein).


 


3.2           Notwithstanding
anything in this Agreement to the contrary, upon any termination of the Grantee’s employment by the Corporation for Cause
or by the Grantee without Good Reason, in either case prior to the Vesting Date, the 2019 Restricted Stock Award shall be forfeited
and automatically transferred to and reacquired by the Corporation at no cost, and neither the Grantee nor any heirs or successors
of such Grantee shall thereafter have any right or interest in such shares of Restricted Stock.


 


For purposes of the foregoing, the
following terms shall have the meanings indicated below. Capitalized terms used in this Agreement but not defined herein shall
have the meaning assigned to them in the Plan.


 


		(a)	“Cause” shall have the meaning set forth in the Grantee’s employment
agreement.



 


		(b)	“Change in Control” shall have the meaning set forth in Section 2(b)
of the Plan.



 


		(c)	“Disability” shall have the meaning set forth
in the Grantee’s employment agreement.



 


		(d)	“Good Reason” shall have the meaning set forth
in the Grantee’s employment agreement



 


4.       Escrow
and Delivery of Shares.


 


4.1           Certificates
(or an electronic "book entry" on the books of the Corporation's stock transfer agent) representing the shares of Restricted
Stock shall be issued and held by the Corporation (or its stock transfer agent) in escrow (together with any stock transfer powers
which the Corporation may request of Grantee) and shall remain in the custody of the Corporation (or its stock transfer agent)
until (i) their delivery to the Grantee as set forth in Section 4.2 hereof, or (ii) their forfeiture and transfer to the Corporation
as set forth in Section 3.2 hereof. The appointment of an independent escrow agent shall not be required.


 


4.2          (a)
Certificates (or an electronic "book entry") representing those shares of Restricted Stock in respect of which the Transfer
Restrictions have lapsed pursuant to Section 3.1 hereof shall be delivered to the Grantee as soon as practicable following the
Vesting Date.


 


(b) The Grantee,
or the executors or administrators of the Grantee's estate, as the case may be, may receive, hold, sell or otherwise dispose of
those shares of Restricted Stock delivered to him or her pursuant to this Section 4.2 free and clear of the Transfer Restrictions,
but subject to compliance with all federal and state securities laws.


 



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4.3           (a) Each stock certificate issued pursuant to
Section 4.1 shall bear a legend in substantially the following form:


 


This
certificate and the shares of stock represented hereby are subject to the terms and conditions OF a Restricted Stock Agreement
(the "Agreement") between the Corporation and the registered owner of the shares represented hereby. Release from such
terms and conditions shall be made only in accordance with the provisions of the Agreement, A COPY of WHICH are
on file in the office of the Secretary of the Corporation.


 


THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THESE SHARES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR AN
EXEMPTION THEREFROM.


 


(b)        Whenever
in the opinion of the Company and counsel reasonably satisfactory to the Company (which opinion shall be delivered to the Company
in writing) the restrictions described in any legend set forth above cease to be applicable to any shares of stock, the holder
thereof shall be entitled to receive from the Company, without expense to the holder, a new instrument or certificate not bearing
a legend stating such restriction.


 


(c)       Grantee
acknowledges that, because the 2019 Restricted Stock Award has not been and will not be registered under the Securities Act, on
and after the Vesting Date the 2019 Restricted Stock Award must be held indefinitely unless subsequently registered under the Securities
Act or unless an exemption from such registration is available. Grantee is aware of the provisions of Rule 144 promulgated under
the Securities Act (“Rule 144”), which can restrict transfers of the 2019 Restricted Stock Award for substantial
time periods. Grantee acknowledges that Rule 144 may restrict transfers of the 2019 Restricted Stock Award so long as the applicable
conditions in Rule 144 have not been satisfied. Grantee further acknowledges that, in the event all of the applicable requirements
of Rule 144 are not met, registration under the Securities Act or another exemption from registration will be required for any
disposition of the 2019 Restricted Stock Award.


 


5.           Dividends.
All dividends declared and paid by the Corporation on shares underlying the 2019 Restricted Stock Award shall be deferred until
the lapsing of the Transfer Restrictions pursuant to Section 3.1 and shall be distributed only to the extent the underlying shares
of Restricted Stock vest and are distributed in accordance with Section 3. The deferred dividends shall be held by the Corporation
for the account of the Grantee until the Vesting Date, at which time the dividends shall be paid to the Grantee. Upon the forfeiture
of the shares of Restricted Stock pursuant to Section 3, any deferred dividends shall also be forfeited to the Corporation.


 






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6.           No Right
to Continued Retention. Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Grantee
any right with respect to continuance as an employee, nor shall this Agreement or the Plan interfere in any way with the right
of the Corporation to terminate the Grantee's service as an employee at any time.


 


7.           Adjustments
Upon Change in Capitalization. If, in accordance with Section 10 of the Plan, the Grantee shall be entitled to new, additional
or different shares of stock or securities of the Corporation or any successor corporation, such new, additional or different shares
or other property shall thereupon be subject to all of the conditions and restrictions which were applicable to the shares of Restricted
Stock immediately prior to the event and/or transaction.


 


8.           Modification
of Agreement. Except as set forth in the Plan and herein, this Agreement may be modified, amended, suspended or terminated,
and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.


 


9.           Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason,
the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force and effect in
accordance with their terms.


 


10.           Governing
Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of New York without regard to its conflict of laws principle, except to the extent that the application of New York law would
result in a violation of the Canadian Business Corporation Act.




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11.           Successors
in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Corporation. This Agreement
shall inure to the benefit of the Grantee's heirs, executors, administrators and successors. All obligations imposed upon the Grantee
and all rights granted to the Corporation under this Agreement shall be binding upon the Grantee's heirs, executors, administrators
and successors.


 


 


MDC PARTNERS INC.


 


By:  /s/ Mitchell Gendel                               


Name: Mitchell Gendel


Title: E.V.P.


 


 


MDC PARTNERS INC.


 


By:   /s/ Matthew Speiser                             


Name: Matthew Speiser


Title: Deputy General Counsel


 


 


GRANTEE: Jonathan Mirsky


 


By: / s/ Jonathan Mirsky                                


 


 


 


Number of Shares of Restricted



Stock Hereby Granted: 250,000




 


 






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