Attached files
file | filename |
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10-Q - Stagwell Inc | v189583_10q.htm |
EX-3.1 - Stagwell Inc | v189583_ex3-1.htm |
EX-10.3 - Stagwell Inc | v189583_ex10-3.htm |
EX-10.2.1 - Stagwell Inc | v189583_ex102-1.htm |
EX-10.2.2 - Stagwell Inc | v189583_ex102-2.htm |
EX-12 - Stagwell Inc | v189583_ex12.htm |
EX-31.1 - Stagwell Inc | v189583_ex31-1.htm |
EX-99.1 - Stagwell Inc | v189583_ex99-1.htm |
EX-31.2 - Stagwell Inc | v189583_ex31-2.htm |
EX-32.1 - Stagwell Inc | v189583_ex32-1.htm |
EX-32.2 - Stagwell Inc | v189583_ex32-2.htm |
Exhibit 10.1
AMENDMENT TO MANAGEMENT
SERVICES AGREEMENT
This
Amendment to Management Services Agreement (the “Amendment”) amends
that certain Management Services Agreement dated as of April 27, 2007 (the
“Services
Agreement”), by and between MDC PARTNERS,
INC. (formerly MDC Communications Corporation), a corporation existing
under the laws of Canada (the “Company”), NADAL MANAGEMENT,
INC. (formerly Stallion Investments Limited), a corporation in which
Miles Nadal is the sole shareholder (“NMI”), and MILES NADAL
(the “Executive”).
WHEREAS,
NMI and the Executive provide services to the Company pursuant to the terms and
conditions of the Services Agreement;
WHEREAS,
the Executive and the Company are parties to that certain letter agreement dated
April 11, 2005 pursuant to which a bonus may become payable to the Executive in
accordance with the terms thereof (the “Bonus
Agreement”);
WHEREAS,
the parties hereto desire to amend the Services Agreement and to amend and
supersede the Bonus Agreement as set forth herein;
NOW,
THEREFORE, in consideration of the premises and the respective covenants and
agreements of the parties contained herein, the parties hereby agree that the
Services Agreement and the Bonus Agreement shall be amended by the following,
effective as of April 27, 2010, and that the Services Agreement, as hereby
amended, shall continue in full force and effect as of the date of this
amendment:
1. By
replacing Section 4(a) of the Services Agreement in its entirety with the
following:
“Annual Retainer Fee.
As compensation for the services hereunder provided by NMI during the Term, the
Company shall pay to NMI, on a monthly basis in arrears, an annual retainer fee
(the “Annual Retainer
Fee”) of $1,500,000 per annum, or such greater amount as may be approved
by the Human Resources & Compensation Committee of the Board after June 1,
2015 (the “Compensation
Committee”).”
2.
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By
inserting the following as a new Section 4(f) of the Services Agreement,
in respect of the parties’ respective rights and obligations under the
Bonus Agreement, which Bonus Agreement shall be of no force and effect as
of the date of this Amendment:
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“Additional Management
Incentive Payment Opportunity. The Company shall provide to NMI (or, at
the option of NMI, the Executive or NMI’s successor) a management incentive
payment in an amount equal to Cdn $10 million upon the first to occur of (i) the
average market price per share of MDC Partners’ Class A Subordinate Voting
shares exceeding Cdn $30 per share during any twenty consecutive trading days
(measured as of the close of trading on each applicable date); or (ii) a Change
of Control (as defined in Section 7 of this Agreement). Notwithstanding the
foregoing, such bonus amount shall only be provided if one of the foregoing
occurs while Executive is employed by the Company (directly or through a
management services agreement) or thereafter but prior to the third anniversary
of the date on which the Executive is no longer employed by the Company
(directly or through a management services agreement) for any reason, whether by
death, retirement, resignation or termination by the Company. In addition to,
and without affecting the obligations of NMI and the Executive under, the Loan
prepayment provisions of Section 4(d) hereof, the “after-tax amount” (as
determined in accordance with such Section 4(d)) of any bonus payment made
pursuant to this Section 4(f) shall first be applied to repay in full the
principal balance of the Loans due to the Company, and shall be made promptly
following the receipt of such payment under this Section 4(f).”
IN WITNESS
WHEREOF, the parties have executed this Amendment as of July 30,
2010.
MDC
Partners Inc.
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By:
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/s/ | |
Name:
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Title:
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Nadal
Management, Inc.
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By:
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/s/ | |
Name:
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Title:
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Miles
Nadal
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/s/ | |
Miles
Nadal
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Nadal Financial Corporation
(solely
for purposes of the loan prepayment provisions in Item 2 of this
Amendment)
By:
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/s/ | |
Name:
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Title:
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