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Execution Copy
RESTRICTED STOCK GRANT AGREEMENT
THIS AGREEMENT ,
made as of August 10, 2007 (the “
Grant Date ”),
between MDC Partners Inc. (the “Corporation”), and
David Doft (the “
Grantee ”).
WHEREAS,
pursuant to an Employment Agreement dated as of July 19, 2007
(the “
Employment Agreement ”),
the Corporation has agreed to employ the Grantee as its Chief
Financial Officer, on the terms and conditions more specifically
set forth in such Employment Agreement;
WHEREAS,
in connection with the new Employment Agreement, the Human
Resources & Compensation Committee (the “
Committee ”)
of the Board of Directors has determined to grant an equity
incentive award to the Grantee in the form of restricted shares of
Class A subordinate voting stock of the Corporation (“
Restricted Stock ”)
as an inducement to such Grantee’s employment with the
Company, subject to the terms, conditions and limitations provided
herein;
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, an amount equal to
35,000 shares of Restricted Stock, as 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 Applicable Lapse Date (as defined below).
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 Applicable
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
each of the following dates (each, the “
Applicable Lapse Date ”),
provided the Grantee continues to be serving as an Executive of the
Corporation until each such Applicable Lapse Date:
(a)
on
the first anniversary of the Grant Date, a total of 7,500
Shares shall vest and the Transfer Restrictions with respect
to such Shares shall lapse;
(b)
on
the second anniversary of the Grant Date, a total of 7,500
Shares shall vest and the Transfer Restrictions with respect
to such Shares shall lapse; and
(c)
on
the third anniversary of the Grant Date, the remaining 20,000
Shares shall vest and the Transfer Restrictions with respect
to such Shares shall lapse.
Notwithstanding
the Transfer Restrictions with respect to all the shares of
Restricted Stock shall lapse, if sooner, on the date of any
one of the following “Permitted Acceleration
Events”: (i) the occurrence of a Change in Control (as
defined in the Company’s 2005 Stock Incentive Plan, as
amended); or (ii) the Grantee’s employment is terminated
by the Corporation, other than for Cause (as defined in the
Employment Agreement) or for Good Reason (as defined in the
Employment Agreement). 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 resignation of Grantee for any reason or termination
of Grantee&rs
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