RESTRICTED STOCK GRANT AGREEMENTEquity Incentive Plan Agreement |
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[Form,
Nov. 2007]
RESTRICTED
STOCK GRANT AGREEMENT
THIS
AGREEMENT,
made as
of November __, 2007 (the “Grant
Date”),
between MDC Partners Inc. (the “Corporation”), and [Executive] (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 restricted shares of Class A subordinate voting stock
of
the Corporation (“Restricted
Stock”),
subject to the terms, conditions and limitations provided herein and in the
Plan;
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 Vesting 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 Vesting
Date, the Grantee shall not be entitled to transfer, sell, pledge, hypothecate
or assign any shares of Restricted Stock (the “Initial
Transfer Restrictions”).
Subsequent to the Vesting Date, the Grantee may only transfer, sell, pledge,
hypothecate or assign any shares of Restricted Stock in accordance with Section
3.3 of this Agreement (the “Stock
Ownership Transfer Restrictions”).
1
3. Vesting;
Lapse of Restrictions; Restrictions on Transfer.
3.1 The
Initial
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 “Vesting
Date”),
provided the Grantee continues to be serving as an Executive of the Corporation
until such Vesting Date; provided,
further,
that
the Initial 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 Plan); (ii) the
Grantee’s employment is terminated by the Corporation, other than for cause for
“cause” or “good reason” (as such term is defined in the Grantee’s underlying
employment agreement); or (iii) the Grantee’s death or disability. 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 or termination
of Grantee as an executive of the Corporation for cause (other than due to
a
Permitted Acceleration Event), all shares of Restricted Stock in respect of
which the Initial 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
