Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Appointment of Chief Financial Officer
Effective May 6,
2019, the Company entered into an employment agreement with Frank Lanuto, pursuant to which Mr. Lanuto will serve as the
Company’s Chief Financial Officer. Mr. Lanuto, age 56, served as Group Controller and Chief Accounting Officer of The
Travel Leaders’ Group in 2019. Previously, he served as VP, Corporate Controller of Movado Group, Inc. from 2015
to 2019. He also served as Chief Financial Officer, Randstad Professional Group at Randstad from 2014 to 2015. Prior to that,
he served as SVP, Controller and Chief Accounting Officer at Hudson from 2009 to 2014. Mr. Lanuto has significant public
company and financial and accounting expertise, as well as advertising and marketing agency experience.
Mr. Lanuto’s term
of employment will commence as soon as practicable, but not later than August 6, 2019 (such date of commencement, the “Commencement
Date”), and will continue for an indefinite period until terminated pursuant to the terms of the employment agreement. Mr.
Lanuto and David Doft, the Company’s current Chief Financial Officer, will coordinate on an appropriate transition of duties
and responsibilities during the period ending on or about July 31, 2019.
During the term of his
employment, Mr. Lanuto will receive an annual base salary of $450,000 and will be eligible to receive an annual discretionary bonus
in an amount up to 100% of his base salary, to be determined in accordance with individual and financial performance criteria.
Mr. Lanuto will also be paid a signing bonus of $100,000 within 30 days of the Commencement Date, subject to certain conditions.
In the event of Mr. Lanuto’s termination without cause or for “good reason”, he will be entitled to severance
equal to six months’ base salary, payable in a lump sum.
Mr. Lanuto will be awarded
an inducement grant of (i) 250,000 stock appreciation rights (“SARs”) in respect of the Company’s Class A subordinate
voting stock (the “Class A Shares”) with a base price of determined by the 10-day average closing price of the Class
A Shares prior to the Commencement Date and (ii) 250,000 SARs with a base price of $5.00. Beginning in 2020, Mr. Lanuto will also
be eligible to participate in the Company’s long-term incentive plans with an annual target award amount equal to $450,000.
The description contained
herein of Mr. Lanuto’s employment agreement is qualified in its entirety by reference to the terms of the employment agreement,
which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Appointment of General Counsel
Effective May 6,
2019, MDC Partners Inc. (the “Company”) entered into an employment agreement with Jonathan Mirsky, pursuant to
which Mr. Mirsky will serve as the Company’s General Counsel and Corporate Secretary. Mr. Mirsky, age 50, is a partner
at Harris, Wiltshire & Grannis LLP, a firm he co-founded in 1998. Mr. Mirsky is a corporate attorney with expertise in
complex corporate transactions. He has served as lead counsel for structuring private equity mergers and acquisitions, and
represented clients in digital media, marketing, public relations, and telecommunications. His legal experience encompasses
commercial agreements, regulatory compliance, dispute resolution and intellectual property.
Mr. Mirsky’s term
of employment will commence on June 17, 2019, and will continue for an indefinite period until terminated pursuant to the terms
of the employment agreement. Mr. Mirsky and Mitchell Gendel, the Company’s current General Counsel and Corporate Secretary,
will coordinate on an appropriate transition of duties and responsibilities during the period ending on or about July 31, 2019.
During the term of his
employment, Mr. Mirsky will receive an annual base salary of $550,000 and will be eligible to receive an annual discretionary bonus
in an amount up to 100% of his base salary, to be determined in accordance with individual and financial performance criteria.
Mr. Mirsky will also be paid a one-time bonus of $200,000 on or about January 15, 2020, subject to certain conditions. In the event
of Mr. Mirsky’s termination without cause or for “good reason”, he will be entitled to severance equal to six
months’ base salary, payable in a lump sum.
Mr. Mirsky will be awarded
an inducement grant of (i) 250,000 restricted Class A Shares and (ii) 250,000 stock appreciation rights in respect of the Class
A Shares with a base price of $5.00. Beginning in 2020, Mr. Mirsky will also be eligible to participate in the Company’s
long-term incentive plans with an annual target award amount equal to $550,000.
The description contained
herein of Mr. Mirsky’s employment agreement is qualified in its entirety by reference to the terms of the employment agreement,
which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.