Exhibit 10.3


 


FORM OF RESTRICTED STOCK GRANT 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 (except as otherwise expressly set
forth herein, the capitalized terms used in this Agreement shall have the same
definitions set forth in the Plan).


 


WHEREAS, pursuant to the Plan, the Human Resources & Compensation
Committee (the “Committee”) of the Board of Directors has determined to grant
an Other Stock-Based Award to the Grantee in the form of shares of Common Stock
subject to the terms, conditions and limitations provided herein and in the
Plan (“Restricted Stock”);


 


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. 


 


1.2                                 The
Grantee’s rights with respect to all the shares of Restricted Stock shall
remain forfeitable at all times prior to the Lapse Date (as defined below).


 


1.3                                 This
Agreement shall be construed in accordance with, and subject to, the terms of
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 shares of Restricted Stock (whether or not the
restrictions thereon shall have lapsed), other than with respect to those
shares of Restricted Stock which have been forfeited pursuant to Section 3.2
hereof, including the right to vote the shares of Restricted Stock and, subject
to Section 5 hereof, the right to receive dividends thereon.  Prior to the Lapse Date, the Grantee shall
not be entitled to transfer, sell, pledge, hypothecate or assign any shares of
Restricted Stock (collectively, the “Transfer Restrictions”).


 


3.                                       Vesting; Lapse of Restrictions.


 


3.1                                 The
Transfer Restrictions with respect to all the shares of Restricted Stock
granted under this Agreement shall lapse on the third (3rd) anniversary of the
Grant Date (the “Lapse Date”), provided the Grantee continues to be serving as
an employee of the Corporation until such Lapse Date; provided, further,
that the Transfer Restrictions with respect to all the shares of Restricted
Stock shall lapse, if sooner, on the


 


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date of any
one of the following “Permitted Acceleration Events”:  (i) the occurrence of a Change in
Control (as defined in the Plan); (ii) any termination of the employment
of a Grantee, other than a termination for Cause (as defined below) or
voluntary termination by Grantee prior to retirement; or (iii) beginning
on the six-month anniversary of the Grant Date, the satisfaction of the 2005
Performance Measure (as defined below).   In no event shall the Grantee be vested or
otherwise entitled to more than one hundred percent (100%) of the shares of
Restricted Stock granted pursuant to section 1.1 above.


 


3.2                                 Notwithstanding
anything in this Agreement to the contrary, upon the termination of the Grantee’s
service as an employee of the Corporation for any reason, all shares of
Restricted Stock in respect of which the Transfer Restrictions have not
previously lapsed in accordance with Section 3.1 hereof shall be forfeited
and automatically transferred to and reacquired by the Corporation at no cost
to the Corporation, and neither the Grantee nor any heirs, executors,
administrators or successors of such Grantee shall thereafter have any right or
interest in such shares of Restricted Stock.


 


3.3                                 For
purposes of the foregoing, the following terms shall have the following
meanings:


 


(a)                                  “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.


 


(b)           “2005
Performance Measure” means [to be determined].


 


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 Lapse 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. 


 


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


 


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THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT
TO THE TERMS AND CONDITIONS APPLICABLE TO RESTRICTED STOCK CONTAINED IN THE
2005 STOCK INCENTIVE PLAN (THE “PLAN”) AND 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 PLAN(S) AND THE AGREEMENT, COPIES OF WHICH ARE ON
FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION.


 


(b)           As soon as
practicable following a Lapse Date, the Corporation shall issue a new
certificate (or electronic “book entry”) for shares of the Restricted Stock
which have become non-forfeitable in relation to such Lapse Date, which new
certificate (or electronic “book entry”) shall not bear the legend set forth in
paragraph (a) of this Section 4.3 and shall be delivered in
accordance with Section 4.2 hereof.


 


5.                                       Dividends.  All dividends declared and paid by the
Corporation on shares of Restricted Stock shall be deferred until the lapsing
of the Transfer Restrictions pursuant to Section 3.1.  The deferred dividends shall be held by the
Corporation for the account of the Grantee until the Lapse Date, at which time
the dividends, with no interest thereon, shall be paid to the Grantee or
her/his estate, as the case may be.  Upon
the forfeiture of the shares of Restricted Stock pursuant to Section 3.2,
any deferred dividends shall also be forfeited to the Corporation.


 


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, by operation of 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 or entity
or other property, 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 that gave rise to the operation of Section 10 of the
Plan.


 


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.


 


11.                                 Successors in Interest.  This Agreement shall inure to the benefit of
and be binding upon any


 


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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:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  GRANTEE:

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
   

  
	
   

  
	
  Number of
  Shares of Restricted

  
	
  Stock Hereby
  Granted:

  	
   

  	
   

  
				



 


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