Exhibit 10.2


 


Form of STOCK OPTION AGREEMENT


 


THIS AGREEMENT, made as of the     
day of     , 2005 (the “Grant Date”), between MDC Partners
Inc. (the “Corporation”), and         
(the “Grantee”).


 


WHEREAS, the Corporation has adopted the 2005
Stock Incentive Plan (the “Plan”) for the purpose of providing employees and
consultants of the Corporation and eligible non-employee directors of the
Corporation’s Board of Directors a proprietary interest in pursuing the
long-term growth, profitability and financial success of the Corporation; and


 


WHEREAS, pursuant to the Plan, the Human
Resources & Compensation Committee (the “Committee”) of the Board of
Directors has determined to grant an award of non-qualified stock options to
purchase Class A Shares (as defined below) to the Grantee, subject to the
terms, conditions and limitations provided herein and in the Plan.


 


NOW, THEREFORE, the parties hereto agree as
follows:


 


1.                                       Certain Definitions.  As used in this Agreement, the following
terms shall have the meanings as set forth below.  Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Plan:


 


(a)                                  “Affiliate”
means, with respect to any Person, any other Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with the first Person.


 


(b)                                 “Cause” means
the Grantee’s Termination by reason of (i) his
continued or willful failure substantially to perform his duties for the
Corporation (other than any such failure due to the Grantee’s physical or
mental illness), (ii) his willful and serious misconduct in connection
with the performance of his duties for the Corporation that has caused or is
reasonably expected to result in material injury to the Corporation, (iii) the
Grantee’s conviction of, or entering a plea of guilty or nolo  contendere
to, a crime that constitutes a felony or a crime involving moral turpitude, (iv) his
fraudulent or dishonest conduct or (v) his material breach of any of his
obligations or covenants under any written policies of the Corporation or any
written agreement between such Grantee and the Corporation; provided
that if the Grantee is a party to an effective employment agreement on the date
of determination and such employment agreement contains a different definition
of Cause, the definition of Cause contained in such employment agreement shall
be substituted for the definition set forth above for all purposes hereunder.


 


(c)                                  “Class A
Shares” means the Corporation’s Class A subordinate voting shares,
without par value, or any other security into which such shares shall be
changed pursuant to the adjustment provisions of Section 10 of the Plan.


 


(d)                                 “Covered Options”
shall have the meaning set forth in Section 4(b) hereof.


 


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(e)                                  “Disability”
means a mental or physical condition of the Grantee rendering him unable to
perform his duties for the Corporation for a period of six (6) consecutive
months or for 180 days within any consecutive 365-day period and which is
reasonably expected to continue indefinitely; provided that if, as of
the date of determination, the Grantee is a party to an effective employment
agreement with a different definition of “Disability” or any derivation of such
term, the definition of “Disability” (or
its derivation) contained in such employment agreement shall be substituted for
the definition set forth above for all purposes hereunder.


 


(f)                                    “Exercise Date”
shall have the meaning set forth in Section 5 hereof.


 


(g)                                 “Exercise Price”
shall have the meaning set forth in Section 5 hereof.


 


(h)                                 “Exercise Shares”
shall have the meaning set forth in Section 5 hereof.


 


(i)                                     “Grant Date”
shall mean the date hereof, which is the date on which the Options are granted
to the Grantee.


 


(j)                                     “Grantee”
shall have the meaning set forth in the introductory paragraph hereto.


 


(k)                                  “Normal Expiration
Date” means, with respect to an Option Award, the tenth anniversary of the
Grant Date of such award.


 


(l)                                     “Option”
shall mean the right granted to the Grantee pursuant to this Agreement to
purchase a single Class A Share, subject to the terms and conditions
hereof.  The number of Options granted to
the Grantee pursuant to this Agreement is set forth on the signature page hereof.


 


(m)                               “Option Award”
shall mean, collectively, the Options granted to the Grantee pursuant to this
Agreement.


 


(n)                                 “Option Price”
shall have the meaning set forth in Section 2.2 hereof.


 


(o)                                 “Retirement”
means, unless otherwise defined in the applicable Option Agreement, the
Termination of a Grantee, other than by reason of Disability or death or by the
Corporation for Cause, at or after his attainment of an age to be specified by
the Board of Directors; provided that if, as of the date of determination, the
Grantee is a party to an effective employment agreement with a different
definition of “Retirement”, the definition
of “Retirement” contained in such employment agreement shall be substituted for
the definition set forth above for all purposes hereunder.


 


(p)                                 “Termination”
shall mean, with respect to a Grantee, the occurrence of any event following
which such Grantee is no longer an employee of the Corporation or any of its
Affiliates.


 


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2.                                       Grant of Options.


 


2.1                                 Confirmation
of Grant.  The Corporation hereby
evidences and confirms its grant to the Grantee, effective as of the date
hereof, of the Option Award.  This
Agreement is subordinate to, and the terms and conditions of the Options
granted hereunder are subject to, the terms and conditions of the Plan.  If there is any inconsistency between the
terms hereof and the terms of the Plan, the terms of the Plan shall govern.


 


2.2                                 Option
Price.  With respect to each Option,
the Option Price shall be $             [add
closing share price on date of this Grant Agreement].


 


3.                                       Exercisability.  The Option Award shall become exercisable in
installments as follows: (a) with respect to 20% of the Options covered
thereby on the first anniversary of the Grant Date; (b) with respect to an
additional 20% of the Options covered thereby on the second anniversary of the
Grant Date; and (z) with respect to the remaining 60% of the Options covered
thereby on the third anniversary of the Grant Date; provided in the case of
each such installment, that (I) the Grantee remains a member of the Board of
Directors of the Corporation from the Grant Date through the applicable vesting
date, (II) no Option shall be exercisable after the Normal Expiration Date and
(III) each Option shall be subject to earlier termination, expiration or
cancellation as provided in the Plan or this Agreement.


 


4.                                       Termination of Options.


 


4.1                                 Normal Expiration
Date.  Subject to the terms of the
Plan and Section 4(b) herein, the Options shall terminate and be
canceled on the Normal Expiration Date.


 


4.2                                 Early Termination.  In the event of a Termination of the Grantee
for any reason prior to the Normal Expiration Date, any Options held by the
Grantee as of the effective date of such Termination that have not become
exercisable in accordance with Section 3 hereof or the terms of the Plan
on or prior to such effective date shall automatically terminate and be
canceled immediately upon such Termination, unless otherwise provided
below.  All Options held by the Grantee as
of the effective date of such Termination that have become exercisable in
accordance with Section 3 hereof or the terms of the Plan on or prior to
such effective date (such Options, the “Covered Options”) shall remain
exercisable for whichever of the following periods is applicable, and if not
exercised within such period, shall automatically terminate and be canceled
upon the expiration of such period:  (i) upon
a Termination by reason of Grantee’s Disability or Retirement, the Covered
Options shall remain exercisable until the Normal Expiration Date, (ii) upon
a Termination as a result of death, if the Grantee has not fully exercised his
Covered Options, his personal representative or those persons who receive any
Covered Options by bequest or inheritance, shall have the right, during the
period ending on the earlier of the six-month anniversary of the date of the
Grantee’s death and the Normal Expiration Date to exercise such Covered
Options, and (iii) upon a Termination for any reason other than (A) the
Grantee’s death, Disability or Retirement or (B) a Termination for Cause,
the Covered Options shall remain exercisable until the earliest to occur of (x)
the ninetieth (90th) day after the Grantee’s Termination, and (y)
the Normal Expiration Date. 
Notwithstanding anything else contained in this Agreement, in the event
of a Grantee’s Termination for Cause, all Options (whether or not then vested
or exercisable) shall automatically terminate and be canceled immediately upon
such Termination.  Nothing in this
Agreement shall be deemed to confer on the Grantee any right to


 


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continue in the employ of the Corporation or
to interfere with or limit in any way the right of the Corporation or any
Affiliate to Terminate the Grantee at any time.


 


5.                                       Manner of Exercise.


 


5.1                                 To the extent that any
outstanding Options shall have become and remain vested and exercisable as
provided in Sections 3 and 4 and subject to such reasonable administrative
regulations as the Board may have adopted, such Options may be exercised by
notice to the Corporation’s General Counsel or Chief Accounting Officer, in
writing no less than 3 business days prior to the date as of which the Grantee
will so exercise the Options (the “Exercise Date”), specifying the
number of Options being exercised (the “Exercise Options”), the
effective date of the proposed exercise, the proposed form of payment and the
aggregate Option Price for such Exercise Options.  On or before the Exercise Date, the Grantee
shall deliver to the Corporation full payment for the Exercise Options by check
or wire transfer, or in immediately available funds in an amount equal to the
product of the number of Exercise Options, multiplied by the Option Price
(collectively, the “Exercise Price”) and (ii) subject to Section 5(b),
the Corporation shall issue the certificate (or make an “electronic “book entry”
on the books of the Corporation’s stock transfer agent) of Class A Shares representing the Class A Shares
purchased upon exercise in the name of the Grantee as soon as practicable
following the Exercise Date.  The
Corporation may require the Grantee to furnish or execute such other documents
as the Corporation shall reasonably deem necessary (i) to evidence such
exercise, (ii) to determine whether registration is then required under
the Securities Act and (iii) to comply with or satisfy the requirements of
the Securities Act, applicable state or non-U.S. securities law or any other
applicable law.


 


5.2                                 Each
Option may be exercised in whole or in part; provided, however
that no partial exercise of an Option shall be for an aggregate exercise price
of less than $1,000.  The partial
exercise of an Option shall not cause the expiration, termination or
cancellation of the remaining portion thereof.


 


6.                                       No Rights as Stockholder.  The Grantee shall have no voting or other
rights as a holder of Class A Shares covered by the Options until the
exercise of the Options and the issuance of a certificate or certificates (or
the making of an “electronic “book entry” on the books of the Corporation’s
stock transfer agent) to the
Grantee for the Class A Shares.  No
adjustment shall be made for dividends or other rights for which the record
date is prior to the issuance of such certificate or certificates.


 


7.                                       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.


 


8.                                       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.


 


9.                                       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


 


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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.


 


10.                                 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.


 


 


Number of
Options granted 

to the Grantee pursuant to 

this Agreement:


 


 


	
   

  	
   

  



 


 


	
  MDC PARTNERS
  INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  GRANTEE:

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  



 


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