0001144204-07-059168 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2007 • MDC Partners Inc • Services-advertising agencies • Ontario

AGREEMENT dated as of August 20, 2007 (this “Agreement”) by and between MDC PARTNERS INC., a corporation existing under the laws of Canada (the “Company”), and STEPHEN PUSTIL (the “Executive”).

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RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • November 8th, 2007 • MDC Partners Inc • Services-advertising agencies • New York

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).

SERVICE-BASED AND FINANCIAL PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted Stock Unit Grant Agreement • November 8th, 2007 • MDC Partners Inc • Services-advertising agencies • New York

THIS AGREEMENT, made as of the ___ day of November, 2007 (the “Grant Date”), between MDC Partners Inc., a Canadian corporation (the “Corporation”), and ________________ (the “Grantee”).

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