0001144204-11-004267 Sample Contracts

name of Grantee] New York, N.Y. 10022
Stock Incentive Agreement • January 27th, 2011 • MDC Partners Inc • Services-advertising agencies

Reference is made to the 2005 Stock Incentive Plan (as amended, the “Plan”) maintained by MDC Partners Inc., a Canadian corporation (the “Corporation”). Capitalized terms used in this Letter Agreement and not defined herein will have the same definitions as set forth in the Plan.

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EXTRAORDINARY EQUITY VALUE APPRECIATION RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • January 27th, 2011 • MDC Partners Inc • Services-advertising agencies • New York

THIS AGREEMENT, made as of the ___ day of ____, 20[11] (the “Grant Date”), between MDC Partners Inc., a Canadian corporation (the “Corporation”), and ________ (the “Grantee”).

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