8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2011

Motricity, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34781	20-1059798
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

601 108th Avenue Northeast

Suite 800

Bellevue, WA 98004

(Address of Principal Executive Offices, including Zip Code)

(425) 957-6200

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Motricity, Inc. (the “Company”) entered into an Executive Employment Agreement with Charles Scullion, effective May 12, 2011, as amended by that certain Letter Agreement dated September 29, 2011 (the “Scullion Employment Agreement”).

Pursuant to the Scullion Employment Agreement, Mr. Scullion served as Chief Strategy and Administrative Officer from May 12, 2011 through September 29, 2011, when he was appointed Chief Strategy Officer and interim President of the Company’s mobile marketing and advertising business. Under the terms of the Scullion Employment Agreement, Mr. Scullion is entitled to an annual base salary of $345,000. In consideration of Mr. Scullion’s relocation from Texas to the state of Washington by July 31, 2011, he received $290,000 as reimbursement of relocation costs, which are subject to forfeiture if Mr. Scullion’s employment agreement were to be terminated for cause. Mr. Scullion also received commuting expenses for the period from his hire through his permanent relocation. Additionally, in accordance with the terms of the Scullion Employment Agreement and the Company’s 2010 Long-Term Incentive Plan, on May 12, 2011, the Compensation Committee of the Company’s Board of Directors approved the grant to Mr. Scullion of options to purchase 193,500 shares of the Company’s common stock at $9.00 per share and 40,000 shares of the Company’s restricted stock, each award to vest in pro-rata equal installments on each of the first four anniversaries of May 12, 2011, provided that Mr. Scullion remains an employee in good standing on the applicable vesting dates. With respect to such options and such restricted stock, 25% of the outstanding unvested portion of each such award will immediately vest and become exercisable in the event Mr. Scullion resigns for good reason, as defined in the Scullion Employment Agreement. Under the terms of the Scullion Employment Agreement and as previously disclosed by the Company on a Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 27, 2011, Mr. Scullion is eligible to participate in the Company’s 2011 Corporate Incentive Plan and is subject to non-disclosure, non-competition and non-solicitation covenants.

In addition, Mr. Scullion is entitled to participate in the Company’s Executive Officer Severance/Change in Control Plan approved by the Company’s Compensation Committee of the Board of Directors on March 16, 2011 (the “Plan”). Under the Plan, Mr. Scullion is entitled to receive the following payments upon his execution of a release and waiver of claims in favor of the Company: (i) in the event Mr. Scullion is terminated by the Company without cause, as defined the Plan, he will receive 9 months of continued base salary payments, and (ii) in the event that after a change in control, as defined in the Plan, Mr. Scullion is terminated by the Company without cause or resigns for good reason, each as defined in the Plan, he will, in addition to any acceleration of vesting under his employment agreement, receive (x) 9 months of continued base salary payments, and (y) accelerated vesting of 50% of all outstanding and unvested options, restricted stock, or performance stock units, which he then holds to acquire securities from the Company.

The foregoing description of the terms of the Scullion Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full texts of the Executive Employment Agreement and the Letter Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference. In addition, the foregoing description of the terms of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth above under Item 1.01 is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Executive Employment Agreement between Motricity, Inc. and Charles Scullion, dated May 12, 2011.
10.2	Letter Agreement between Motricity, Inc. and Charles Scullion, dated September 29, 2011.
10.3	Motricity, Inc. Executive Officer Severance/Change in Control Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MOTRICITY, INC. (Registrant)
October 4, 2011	By:	/s/ James R. Smith, Jr.
(Date)		James R. Smith, Jr. Interim Chief Executive Officer

EX-10.1

Exhibit 10.1

Execution Copy

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into effective as of May 12, 2011 (the “Effective Date”) by and between Chuck Scullion (“Executive”), an individual, and Motricity, Inc. (the “Company”), a Delaware corporation.

WHEREAS, the Company desires to employ Executive on a full-time basis and Executive desires to be so employed, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:

1. Position and Title. During the Term (as defined below), the Company will employ Executive as its Chief Strategy and Administrative Officer, reporting to the Company’s Chief Executive Officer. In this position, Executive shall perform such additional reasonable and lawful duties as may be specified from time to time by the Company’s Chief Executive Officer. Executive accepts employment and service, upon the terms and conditions set forth in this Agreement. The Executive represents and warrants to the Company that he is not subject to any contract or covenant that prohibits him from accepting employment with the Company in accordance with the terms herein.

2. Duties. Subject to the provisos in the immediately following sentence, Executive shall have such authority, power, duties and responsibilities as are and as may be reasonably assigned to Executive by the Company’s Chief Executive Officer in connection with his service as Chief Strategy and Administrative Officer of the Company. As part of such authority, power, duties and responsibilities Executive shall have (i) profit and loss responsibility for a portion of the Company’s business within eighteen (18) months of the Effective Date and (ii) typical authority to control the hiring and termination of employees of the Company reporting directly to Executive (other than any Section 16 officers of the Company and provided that Executive shall have no authority to determine whether such terminations are without “cause” or for “good reason”); provided, that in no event shall Executive have any of the authority, power, duties and responsibilities held by the President and Chief Operating Officer of the Company without such officer’s express prior consent. Subject to and consistent with Section 7 below, Executive shall perform his duties faithfully and to the best of his abilities and shall devote his full business efforts and time exclusively to the Company and any of its affiliates.

3. Term. Subject to the provisions for earlier termination set forth in Section 5 below, Executive’s employment hereunder shall commence on the Effective Date and shall continue for a term of two (2) years from the Effective Date (the “Initial Term”). The Initial Term will automatically renew for additional, successive one year periods (each, a “Renewal Term” and such Renewal Terms, together with the Initial Term, the “Term”) unless either party provides written notice of such party’s intent not to continue this Agreement no less than 90 days prior to the expiration of the then-current Term.

4. Compensation.

(a) Salary. Effective as of the Effective Date and continuing until the expiration of the Term, the Company shall pay to Executive a semi-monthly base salary of $14,375.00 USD, annualized at $345,000.00 USD per year (the “Base Salary”), payable in accordance with the Company’s payroll practices in effect from time to time. Executive’s Base Salary shall be subject to annual review for increases from time to time, but may not be decreased below $345,000.00 USD per year without Executive’s consent, unless such reduction is part of a expense reduction in which the base salaries of all senior executives of the Company are reduced by similar percentage amounts.

(b) Annual Bonus. Executive will be eligible to receive an annual cash bonus (“Annual Bonus”) targeted at seventy percent (70%) of his Base Salary; provided, however, that any Annual Bonus for the calendar year ending December 31, 2011 shall be pro-rated for Executive’s actual service with the Company for the portion of the year from the Effective Date through December 31, 2011. The Annual Bonus will be subject to the terms and conditions set forth in the Corporate Incentive Plan (as may be amended from time to time by the Compensation Committee of the Company’s Board of Directors (the “Board”), the “Corporate Incentive Plan”) or similar plan as may be applicable from time to time. In the event that the terms of this Agreement conflict with those of the Corporate Incentive Plan, the Corporate Incentive Plan shall control.

(c) Equity Participation. Executive shall be granted, as of the Effective Date:

(i) a stock option to purchase 193,500 shares of the Company’s common stock, par value $0.01 (“Common Stock”), subject to the vesting schedule described below (the “Option”). The exercise price of the Option shall be the closing price of the Common Stock as listed on the NASDAQ Global Select Market on the grant date; and

(ii) a grant of 40,000 restricted shares of Common Stock subject to the vesting schedule described below (the “Restricted Stock”).

The Option and the Restricted Stock shall be subject to the terms and conditions of the Company’s 2010 Long-Term Incentive Plan, as may be amended from time to time, and the governing agreements. If Executive continues to be an employee in good standing with the Company on the applicable vesting dates, the Option and the Restricted Stock shall each vest in equal installments of 25% on the first four anniversaries of the Effective Date and the Option shall have a 10 year term.

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(d) Employee Benefits. As a full-time regular employee, the Executive will be eligible for participation in the Company’s welfare benefits plans as in effect from time to time and which are available to the Company’s senior executives at comparable levels. The cost of participating in the plans (if any) will depend upon the type of benefit and level of coverage Executive elects. At this time, the Company’s benefits offered include:

• Group health insurance

• Employee Assistant Program

• FSA: Medical Savings Account

• FSA: Dependent Care Reimbursement

• HSA: Health Savings Account

• Group dental insurance

• Group vision insurance

• Life Insurance and Accidental Death and Dismemberment (3X Executive’s annual base salary not to exceed $800,000)

• Voluntary Life & AD&D for Employee and Dependents

• Long term disability – Employer paid

• Short term disability – Employer paid

• 401(k) plan

• Eight paid holidays plus two floating holidays

• 20 accrued Paid Time Off (PTO) days

• Five sick days

For the avoidance of doubt, Executive shall not be entitled to any benefits other than those typically available to Company’s senior executives and shall be subject to the terms and conditions of the governing plan as well as the sole discretion of the Company to amend or terminate any such plan, policy or program at any time with or without notice.

(e) Relocation.

(i) Relocation Program. Executive shall be eligible for participation in the Company’s relocation program dated May 28, 2008 (the “Relocation Program”) to relocate from Executive’s current residence to the Bellevue, Washington area. In the event that Executive is in good faith unable to sell Executive’s primary residence, located at 805 Longford Drive, South Lake, Texas 76092, within 90 days after the Effective Date, the Compensation Committee of the Company’s Board of Directors shall declare such inability to sell an “undue hardship” and Executive will be allowed

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to participate in the Guaranteed Offer Program as set forth in Appendix B to the Relocation Policy. As a condition to being able to participate in the Relocation Program, Executive agrees (A) to be bound by the terms of the Relocation Program, (B) to relocate on a permanent basis to the Bellevue, Washington area by no later than September 30, 2011 (the “Washington Relocation”), and (C) to execute the Agreement to Repay Relocation Costs attached as Appendix A hereto (the “Relocation Repayment Agreement”) prior to the Effective Date.

(ii) Relocation Bonus. If Executive completes the Washington Relocation by September 30, 2011, Executive shall be entitled to a $200,000.00 USD bonus; provided, that if Executive completes the Washington Relocation by July 31, 2011, then Executive shall receive an additional $90,000.00 USD bonus (any such bonuses together, the “Relocation Bonus”). The Relocation Bonus shall be deemed to be reimbursement of relocation costs subject to forfeiture under the terms of the Relocation Repayment Agreement. The Relocation Bonus and the Relocation Repayment Agreement shall both be subject to the terms and conditions of the Relocation Program.

(iii) Commuting Expenses. The Company shall pay for temporary accommodations for Executive (including hotel accommodations and miscellaneous expenses), related to his temporary weekly commuting expenses from the State of Texas to the Belview, Washington area for the period beginning on the Effective Date through September 30, 2011.

(f) Legal Fees. The Company shall pay Executive’s legal fees arising from the negotiation of this Agreement, subject to such legal fees not exceeding $10,000.00 and Executive providing the Company with documentation related to the legal fees incurred by the Executive.

5. Termination of Employment.

(a) Termination of Employment by the Executive for Good Reason. In the event Executive’s employment is terminated by Executive during the Initial Term for Good Reason (as defined below) the terms and amount of any payments in connection with such termination shall be governed by the Company’s Executive Officer Severance/Change in Control Plan as then in effect and notwithstanding anything otherwise provided in the Company’s Executive Officer Severance/Change in Control Plan or this Agreement, Executive shall additionally be entitled to acceleration of vesting and/or exercisability of twenty-five percent (25%) of (i) any outstanding options issued pursuant to the Option and unvested as of the date of Executive’s termination, and (ii) any outstanding shares issued

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pursuant to the Restricted Stock and unvested as of the date of Executive’s termination; for the avoidance of doubt, the acceleration provided in this Section 5(a) shall not apply to any future equity agreement between the Company and Executive.

(b) Termination on Death or Disability. In the event that Executive dies or becomes Disabled or is terminated for any reason other than a reason set forth in Section 5(a) above or Section 5(c) below, the Company shall pay to Executive, or Executive’s beneficiary or beneficiaries designated in writing to the Company, or to Executive’s estate in the absence or lapse of such designation, only the Base Salary, as in effect at the date of such occurrence, through the last day of the month in which death or Disability occurred and any accrued and unpaid bonus, vacation, and benefits as of the last day of the month in which death or Disability occurred provided that nothing in this Section 5(b) or otherwise in this Agreement shall limit any rights or entitlements Executive may have to benefits that cannot be waived under applicable law or the terms of any disability, life insurance or other benefit plans, policies or programs of the Company.

(c) Other Terminations. Except as otherwise provided in Section 5(a) above, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the terms and amount of any payments in connection with such termination shall be governed by the Company’s Executive Officer Severance/Change in Control Plan as then in effect. If Executive’s employment is terminated (i) by the Company for Cause, (ii) by Executive other than for Good Reason (including, without limitation, as a result of the Executive’s delivery ninety (90) days prior to the end of the Initial Term or any Renewal Term of written notice of his intent to not continue this Agreement), or (iii) as a result of the Company’s delivery ninety (90) days prior to the end of the Initial Term or any Renewal Term of written notice of its intent to not continue this Agreement, Executive will be entitled to only his earned and accrued Base Salary through the date of termination and employee benefits as may be earned and/or accrued through the termination date subject to and consistent with the terms of the relevant employee benefit plans and/or applicable law.

(d) Surrender of Records and Property. Upon termination of Executive’s employment with the Company, Executive shall deliver promptly to the Company all records, manuals, books, blank forms, emails, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations or copies thereof, whether in tangible or electronic form, that relate in any way to the business, products, practices or techniques of the Company or any of its subsidiaries or affiliates, and all other property, trade secrets and confidential information of the Company or any of its subsidiaries or affiliates, including, but not limited to, all documents that in whole or in part contain any trade secrets or confidential information of the Company or any of its subsidiaries or affiliates, which in any of these cases are in Executive’s possession or under Executive’s control. or any of its subsidiaries or affiliates, which in any of these cases are in Executive’s possession or under Executive’s control.

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(e) Equity Awards. Except as otherwise provided in Section 5(a) above, in the event of Executive’s termination by the Company, Executive’s rights to outstanding stock options and restricted stock shall be determined in accordance with the terms and conditions of the applicable governing plan(s), award agreement(s) and the Company’s Executive Officer Severance/Change in Control Plan, each as then in effect. For the avoidance of doubt, Executive shall not be entitled to any accelerated vesting of outstanding stock options and restricted stock, except as provided in Section 5(a) above or as otherwise provided in the terms and conditions of the applicable governing plan(s), award agreement(s) and the Company’s Executive Officer Severance/Change in Control Plan, each as then in effect.

(f) Deemed Resignation. Upon termination of Executive’s employment for any reason or no reason, including with or without Cause or for Good Reason or no reason, whether by the Company or by Executive, Executive agrees that he automatically shall have been deemed to have resigned from all positions as an officer, director and employee of the Company or any subsidiaries or affiliates thereof without any further action on the part of Executive. In connection therewith, simultaneously with the execution and delivery of the Release (if applicable), Executive shall deliver a resignation letter effecting his resignation in a form acceptable to the Company.

(g) COBRA. For the avoidance of doubt, upon termination of this Agreement in accordance with any of the provisions of this Section 5 (including, without limitation, as a result of either party’s delivery ninety (90) days prior to the end of the Initial Term or any Renewal Term of written notice of their intent to not continue this Agreement) notwithstanding that Executive may separately elect to continue benefits coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Executive shall not be entitled to payment or reimbursement from the Company with respect to the cost of such continuation coverage under COBRA.

6. Restrictive Covenants.

(a) During the Term and for a period of twelve (12) months following the date of Executive’s termination of employment with the Company for any reason or no reason (including, without limitation, as a result of either party’s delivery ninety (90) days prior to the end of the Initial Term or any Renewal Term of written notice of their intent to not continue this Agreement), Executive covenants and agrees that he shall not, either directly or indirectly, as principal, agent, owner, employee, partner,

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investor, shareholder (other than solely as a holder of not more than two percent (2%) of the issued and outstanding shares of any public corporation), consultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any business that is then a competitor with the Company’s Business (as defined below); provided, however, that if the Executive’s employment is terminated as a result of the Company’s delivery ninety (90) days prior to the end of the Initial Term or any Renewal Term of written notice of its intent not to continue this Agreement, then the twelve (12) month restrictive period described above in this Section 6(a) shall be reduced to nine (9) months following the date of Executive’s termination of employment with the Company provided that such termination of employment occurs within thirty (30) days of the expiration of the Initial Term or any Renewal Term. For purposes of this Agreement the Company’s “Business” shall be deemed to be (i) mobile data solutions that enable wireless carriers and enterprises to deliver hosted, managed mobile data service offerings, including services to access the Internet using a mobile device, services to market and distribute a wide range of mobile content and applications, messaging services and billing support and settlement services, including, without limitation, services provided by mobile telecommunication carriers, and (ii) any other services, products or developments conducted or under development by the Company at the time of Executive’s termination of employment with the Company; (i) and (ii) above as conducted by the Company or any of its subsidiaries or affiliates, whether with respect to customers, sources of supply or otherwise.

(b) During the Term and continuing for a period of two (2) years following the date of Executive’s termination of employment with the Company for any reason or no reason (including, without limitation, as a result of either party’s delivery ninety (90) days prior to the end of the Initial Term or any Renewal Term of written notice of their intent to not continue this Agreement), Executive covenants and agrees that he shall not directly, or indirectly, for himself or for any other Person: (i) knowingly solicit, interfere with or endeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer or client; (ii) knowingly attempt to direct or solicit any customer or client away from the Company or any of its subsidiaries or affiliates; or (iii) knowingly solicit, entice away, hire or otherwise attempt to induce any employee of the Company or any of its subsidiaries or affiliates to terminate his/her employment with the Company or any of its subsidiaries or affiliates or otherwise interfere with his or her employment with the Company or any of its subsidiaries or affiliates.

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(c) Executive represents to and agrees with the Company that the enforcement of the restrictions contained in this Agreement and in the Company’s Non-Disclosure, Noncompetition, and Intellectual Property Protection Agreement (the “Non-Disclosure Agreement”) is necessary to protect the proprietary rights of the Company and its subsidiaries and affiliates and the confidential information described in the Non-Disclosure Agreement. Notwithstanding the foregoing, Executive further agrees that the aforementioned representations would not be unduly burdensome to Executive and that such restrictions are reasonably necessary to protect the legitimate interests of the Company and its subsidiaries and affiliates. In the event of any violation of the provisions of this Section 6, Executive acknowledges and agrees that the post-termination restrictions contained in this Section 6 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

(d) Executive also agrees that the remedy of damages for any breach by Executive of the provisions of either this Agreement or the Non-Disclosure Agreement shall be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond (in addition to any and all remedies the Company may have in law and equity), and Executive agrees not to oppose granting of such relief on the grounds that the damages would adequately compensate the Company. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 6, is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state. The provisions of this Section 6 and the Non-Disclosure Agreement constitute an independent and separable covenant which shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this Agreement or otherwise.

7. Full-Time Commitment. Executive acknowledges, agrees and understands that the implementation and performance of the Company’s business plan is a critical and time sensitive process and that full and complete implementation of the business plan is essential to the long-term survival, continuation and preservation of the business of the Company and that any termination by Executive of Executive’s performance of his duties hereunder will result in substantial costs and damages to the Company. During the term of Executive’s employment, he shall devote his time, attention and efforts, on a full-time basis at the Company’s Bellevue headquarters or on Company approved business travel for the business and affairs of the Company and shall use his best efforts to achieve the full and complete implementation of the Company’s business plan. Executive agrees to serve the Company faithfully and to perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient matter. During Executive’s employment with the Company, he shall not serve as a member of a

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board, advisory group or similar governing body without the prior approval of the Board (such approval not to be unreasonably withheld) and provided that such activities in connection with such service (i) do not conflict or interfere with the performance of Executive’s duties and responsibilities hereunder, (ii) do not violate or potentially violate any law or (iii) do not violate or potentially violate Section 6 or the Non-Disclosure Agreement. Notwithstanding the foregoing, Executive agrees that, in the event that the Company determines, in its sole and exclusive judgment, that he is, or will likely be, engaged in, or about to engage in, any activity or activities that could violate the aforementioned provisions, the Company may require that Executive resign, discontinue, and/or recuse himself from such activities, notwithstanding that the Board may have previously approved Executive’s service on an outside board of directors. Executive hereby confirms that he is under no contractual commitment inconsistent with his obligations set forth in this Agreement, and that, during his employment with the Company, he will not render or perform services for any other corporation, firm, entity or Person that are inconsistent with the provisions of this Agreement.

8. Definitions. For purposes of this Agreement, capitalized terms used herein shall have the following meanings:

(a) “Cause” shall mean Executive’s (i) failure to perform substantially all of the duties assigned to Executive pursuant to Section 2 or otherwise to perform substantially all of the duties of the Chief Strategy and Administrative Officer of the Company; (ii) commission of, or indictment for a felony or any crime involving fraud or embezzlement or dishonesty or conviction of, or plea of nolo contendere to a misdemeanor (other than a traffic violation) punishable by imprisonment under federal, state or local law; (iii) engagement in an act of fraud or of willful dishonesty towards the Company or any of its subsidiaries or affiliates; (iv) willful misconduct or negligence resulting in a material economic harm to the Company or any of its subsidiaries or affiliates; (v) violation of a federal or state securities law or regulation; (vi) dishonesty detrimental to the best interests of the Company or any of its subsidiaries or affiliates; (vii) conduct involving any immoral acts which is reasonably likely to impair the reputation of the Company or any of its subsidiaries or affiliates; (viii) willful disloyalty to the Company or any of its subsidiaries or affiliates; (ix) violation, as determined by the Board based on opinion of its counsel, of any securities or employment laws or regulations; (x) use of a controlled substance without a prescription or the use of alcohol which impairs Executive’s ability to carry out his duties and responsibilities; or (xi) material violation of the Company’s policies and procedures or any breach of any agreement between the Company and Executive.

(b) “Disability” shall mean any mental or physical condition that renders Executive unable to perform the essential functions of his position, with or without reasonable accommodation, as is consistent with the Americans with Disabilities Act and the Family and Medical Leave Act, for a period in excess of ninety (90) consecutive days or more than one hundred twenty (120) days during any period of any three hundred sixty-five (365) calendar days.

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(c) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(d) “Good Reason” shall mean, without Executive’s consent: (i) a material reduction in the Executive’s annual base salary; (ii) a material diminution in the Executive’s authority, duties and responsibilities (as contemplated by Section 2 herein); provided, that serving in a similar functional role (e.g., financial, legal) at a subsidiary or division shall not in and of itself be deemed a material diminution; (iii) any action or inaction that constitutes a material breach by the Company of this Agreement; (iv) other than in connection with the Washington Relocation, a change in the metropolitan area in which Executive performs his services; or (v) a material breach by the Company of this Agreement; provided, however, that Good Reason shall not exist unless the Executive has given written notice to the Company within ninety (90) days of the initial existence of the Good Reason event or condition(s) giving specific details regarding the event or condition; and unless the Company has had at least thirty (30) days to cure such Good Reason event or condition after the delivery of such written notice and has failed to cure such event or condition within such thirty (30) day cure period.

(e) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries or affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

9. General Provisions.

(a) Governing Law and Venue. This Agreement and any disputes or claims arising hereunder shall be construed in accordance with, governed by and enforced under the laws of the State of Delaware without regard for any rules of conflicts of law. Any action at law, suit in equity or judicial proceeding arising directly, indirectly or otherwise in connection with, out of, related to, or from this Agreement, or any provision hereof, shall be litigated only in the courts of the State of Delaware and the parties each hereby waive the right to a trial by jury of any claim, demand, action or causes of action under this Agreement. Executive and the Company consent to the jurisdiction of such courts over the subject matter of this Agreement. Executive waives any right Executive might have to transfer

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or change the venue of any litigation brought against Executive by the Company. In no event shall any dispute arising out of, or in connection with, this Agreement be submitted to arbitration or mediation.

(b) Withholding/Taxes.

(i) The Company will withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(ii) Executive may satisfy tax withholding obligations by surrendering to the Company shares of Company Common Stock.

(iii) The Company will not pay or otherwise gross-up Executive for any Federal, state, local or foreign taxes related to or arising with respect to any benefit provided or payment made under this Agreement.

(c) Section 409A. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). This Agreement will be administered and interpreted in a manner consistent with this intent, Executive and the Company agree to work together in good faith in an effort to comply with Section 409A and any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement, and no payments shall be due to Executive under this Agreement which are payable upon termination of Executive’s employment, until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment shall instead be paid within 30 days following the first business day after the date that is six months following Executive’s termination of employment (or upon Executive’s death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. Notwithstanding anything in this Section 9(c), the Company shall not be responsible for any additional taxes or interest imposed on Executive pursuant to Section 409A.

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(d) No Waivers. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such party thereafter from enforcing such provision or any other provision of this Agreement. Rights granted the parties hereto herein are cumulative and the election of one shall not constitute a waiver of such party’s right to assert all other legal remedies available under the circumstances.

(e) Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally or by local courier, (ii) upon confirmation of receipt when such notice or other communication is sent by facsimile, or (iii) one day after timely delivery to an overnight delivery courier. The addresses for such notices shall be as follows:

TO THE COMPANY:

Motricity, Inc.

601 108th Avenue NE

Suite 800

Bellevue, WA 98004

Attn: General Counsel

TO EXECUTIVE:

At the most recent address on file with the Company.

WITH A COURTESY COPY SENT TO:

Outten & Golden LLP

3 Park Avenue, 29th Floor

New York, NY 10016

Attn: Wendi S. Lazar, Esq.

(f) Severability. The provisions of this Agreement are severable and if any provision of this Agreement shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts thereof, shall not be affected thereby unless as a result of such severing the remaining provisions or enforceable parts do not substantially reflect the intention of the parties in entering into this Agreement.

(g) Successors and Assigns. This is an agreement for personal services and may not be assigned by Executive. The rights and obligations of the parties under this Agreement shall inure to the benefit of and be binding

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upon their successors, heirs and assigns, including the survivor upon any merger, consolidation or combination of the Company with any other entity.

(h) Entire Agreement and Amendments. This Agreement sets forth the entire agreement of the parties hereto and supersedes all prior agreements and any negotiations, understandings and covenants with respect to the subject matter hereof; provided, however, that, in the event of any inconsistencies between this Agreement and any other plans or documents signed by Executive or related to Executive’s employment with the Company, this Agreement shall control and be binding. This Agreement may be amended, modified or canceled only by mutual agreement of the parties and only in writing.

(i) No Third-Party Beneficiaries. This Agreement shall be solely for the benefit of the parties hereto and no other person shall be a third-party beneficiary hereof.

(j) Headings. The headings of the sections, paragraphs, subsections and subparagraphs of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

(k) Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

MOTRICITY, INC.
By:	/s/ Ryan K. Wuerch
	Name:	Ryan K. Wuerch
	Title:	Chief Executive Officer

EXECUTIVE

/s/ Chuck Scullion

Chuck Scullion

SIGNATURE PAGE – SCULLION EXECUTIVE EMPLOYMENT AGREEMENT

Appendix A

Agreement to Repay Relocation Costs

See attached.

APPENDIX A: AGREEMENT TO REPAY RELOCATION COSTS

In exchange for Motricity, Inc. (the “Company”) paying the cost of my relocation from South Lake, Texas to Bellevue, Washington in connection with my relocation, and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, I, Chuck Scullion, hereby agree that:

1. If I resign my employment with the Company, or if I am terminated by the Company for cause, within the first twenty-four months of my relocation, I will repay the relocation costs to the Company as follows:

Length of Time Employed         Since Relocation	Percentage of Relocation Costs to be Repaid
Fewer than 18 months	100%
Between 18 and 24 months	75%
Greater than 24 months	0%

2. The Company may withhold any amount due from me under this agreement from any amount(s) otherwise payable to me as of the last day of employment with the Company. Otherwise, I will repay any amount due from me under this agreement within thirty (30) days after my departure from the Company. If I fail to do so, the Company may bring an action in court to recover the amount due. The acceptance by the Company of partial or delinquent payments, or the failure of the Company to exercise any rights under this agreement, shall not waive any of my obligations, or the rights of the Company, modify this agreement or waive any other similar breach of this agreement by me.

3. I will not be required to repay any portion of the relocation costs if I remain employed with the Company for twenty-four months after my relocation or if the Company terminates my employment other than as set forth in Paragraph (1).

4. This agreement does not constitute, and may not be construed as, a commitment by the Company to employ me for any specific duration. My employment with the Company will be at will, which means I may leave the Company, or the Company may require that I leave its employment, for any reason, at any time.

5. This agreement represents my entire understanding with the Company, and supersedes all prior oral or written agreements or understandings, with respect to the repayment of my relocation costs. It may be changed only by a written agreement signed by me and the V.P. HR, or his designee.

6. This agreement shall be binding upon and inure to the benefit of the Company’s successors and assigns.

7. This agreement is governed by the laws of the State of Delaware, without giving effect to principles of conflict of laws.

8. I acknowledge that I have had a reasonable amount of time in which to read and consider the terms of this agreement prior to signing it.

Approved:

/s/ Christopher Dorr	/s/ Charles Scullion
Chief Human Resources Officer	Transferee (signature)
5/17/2011	Charles Scullion
Date	Print Name

EX-10.2

Exhibit 10.2

September 29, 2011

Chuck Scullion

Re: Letter Agreement

Dear Chuck:

Reference is hereby made to that certain Executive Employment Agreement (the “Agreement”), dated as of May 12, 2011, by and between Motricity, Inc. (the “Company”) and Chuck Scullion (the “Executive”). All capitalized terms used herein and not defined herein shall have the meaning assigned to such terms in the Agreement.

In recognition of the strategic options that are being considered for the Company, we would like to emphasize your role as Chief Strategy Officer of the Company and in doing so provide that your role as the Company’s Strategy Officer will include among others to: (i) manage the strategic consideration for the Company in close cooperation with the Company’s interim CEO, Board of Directors and outside consultants and (ii) build and develop the Company’s strategic partnerships. In your role as Chief Strategy Officer, you will be the executive officer in charge of strategy and as such you will take direction from and report directly to the Company’s interim CEO or CEO. In addition, your role would be to serve as interim President with profit and loss responsibility of the Company’s mobile marketing and advertising (“MMA”) business reporting to the Company’s interim CEO or CEO.

Notwithstanding anything to the contrary set forth in the Agreement, the Executive hereby acknowledges and agrees that the following actions, events or internal corporate restructurings (either alone or in combination) shall not be considered actions that permit the Executive to terminate employment for Good Reason, as defined in the Agreement: (i) the appointment of an individual or individuals, other than the Executive, to supervise the Company’s administrative functions including, without limitation, the human resources, procurement and facilities department (the “Administrative Departments”); (ii) the appointment of an individual or individuals, other than the Executive, to supervise or perform any or all functions and services typically provided by the Administrative Departments, including but not limited to, the hiring and firing of Company employees and the appointment; (iii) the removal of the Executive as the supervisor of the Company’s Administrative Departments or the removal from the Executive of any responsibilities typically provided by the Administrative Departments, including but not limited to, the hiring and firing of Company employees, or (iv) the change of Executive’s title from Chief Strategy and Administrative Officer to Chief Strategy Officer. Furthermore, you acknowledge that your role as President of MMA is interim and that any change in your role as such as a result of a transaction or otherwise, shall not be considered actions that permit you to terminate your employment for Good Reason, as defined in the Agreement.

As further consideration for the changes contemplated herein, the Company waives its right pursuant to Appendix A of the Agreement, to require you to repay any relocation costs and Relocation Bonus in connection with a resignation by you.

This letter agreement represents the Executive’s consent to the aforementioned actions, events or internal corporate restructurings, as contemplated by Section 8(d) of the Agreement.

This letter agreement may be executed in counterparts (including by facsimile and other electronic means) with the same effect as if both parties had signed the same document. Such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Please sign and return an original and one copy of this letter agreement to the undersigned to indicate your acceptance of the terms set forth herein, whereupon this letter agreement and your acceptance shall constitute a binding agreement.

Very truly yours,
MOTRICITY, INC.
By:	/s/ James R. Smith, Jr.
	Name: James R. Smith, Jr.
	Title:   Interim Chief Executive Officer

Acknowledged and agreed to this 29th day of September 2011.

/s/ Chuck Scullion

Chuck Scullion

EX-10.3

Exhibit 10.3

MOTRICITY, INC.

EXECUTIVE OFFICER

SEVERANCE/CHANGE IN CONTROL PLAN

1. PURPOSE

The purpose of this Severance/Change in Control Plan (the “Plan”) for executive officers of Motricity, Inc. (the “Company”) is to provide severance benefits to designated executive officers of Motricity, Inc., or its subsidiaries or Affiliates, upon their termination of employment under the specified circumstances described below.

2. EFFECTIVE DATE

As approved by the Compensation Committee of the Board of Directors (the “Compensation Committee”) to be effective as of May 12, 2011 (the “Effective Date”).

3. ELIGIBILITY

To qualify for severance benefits under this Plan, an individual must be an executive officer of the Company (other than the Chief Executive Officer of the Company who shall not qualify for severance benefits under this Plan) specifically designated as eligible to participate in the Plan pursuant to notification in writing from the Compensation Committee (each, an “Executive”).

4. NO DUTY TO MITIGATE

In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Plan and, except as provided in Section 9, such amounts shall not be reduced whether or not the Executive obtains other employment.

5. FULL SETTLEMENT/RELEASE

The Executive shall only be entitled to receive payments under Section 6, respectively, if Executive: (a) executes within forty-five (45) days of the Date of Termination a general release of claims against the Company, its subsidiaries, Affiliates, officers, directors and shareholders, in a form and of a scope determined by the Company in its sole discretion and approved by the Compensation Committee, including, without limitation, non-disparagement provisions; (b) presents satisfactory evidence to the Company that she/he has returned all Company property, confidential information and documentation to the Company; (c) continues to comply with the provisions of any non-disclosure, non-competition, non-solicitation agreement and/or policy; and (d) provides the Company with a signed, written resignation of Executive’s status as an officer of the Company or any of its Affiliates, if applicable. In the event that

the Company determines that Executive has breached, or has threatened to breach, any material provision of the aforementioned restrictive covenants set forth in a separate written agreement or policy, the Company shall immediately terminate all payments and benefits and Executive shall no longer be entitled to such benefits. Such termination of benefits shall be in addition to any and all legal and equitable remedies available to the Company, including injunctive relief.

6. SEVERANCE BENEFITS

6.1 Severance Payments

An Executive shall be entitled severance payments as follows:

(a) Termination without Cause. In the event the Executive’s employment is terminated by the Company without Cause (as defined herein), the Executive shall be entitled to a severance payment in an amount equal (i) all Accrued Obligations, (ii) an amount equal to nine twelfths (9/12) of his or her annualized Base Salary, paid ratably over the 9-month period following the termination of his or her employment in accordance with the Company’s payroll practices, and (iii) any other benefits or compensation payable under any of the Company’s employee benefit plans in accordance with the applicable plan’s terms; which payments are subject to and conditioned upon Executive’s execution and delivery to the Company of the Release. Payments and benefits provided in this Section 6.1(a) shall commence 15 days following the expiration of the revocation period set forth in the Release and shall be in lieu of any termination or severance payments or benefits for which Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

(b) Termination as a Result of Death, Disability or Cause. If the Executive’s employment is terminated for Cause or as a result of the Executive’s death or Disability, then Executive’s participation in this Plan shall terminate and Executive shall receive no payments hereunder other than payment of any Accrued Obligations and payment of any benefits or compensation payable under any of the Company’s employee benefit plans in accordance with the applicable plan’s terms.

(c) Termination of Employment Following a Change in Control without Cause or for Good Reason. In the event Executive’s employment is terminated by the Company without Cause (other than in connection with Executive’s death or Disability) or by Executive for Good Reason during the period (i) commencing on the date of execution of a definitive transaction agreement to which

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the Company is a party which, when consummated, will constitute a Change in Control, and (ii) ending on the earlier of (A) the termination of the executed definitive transaction agreement that would have effected a Change in Control contemplated by clause (i) of this Section 6.1(c) or (B) the 12-month anniversary of such Change in Control, then in lieu of the benefits described in Section 6.1(a) above, Executive shall be entitled to a severance payment in an amount equal to nine twelfths (9/12) of his or her annualized Base Salary, paid ratably over the 9-month period following the termination of his or her employment in accordance with the Company’s payroll practices upon Executive’s execution and delivery to the Company of the Release and payment to commence 15 days following such execution and delivery.

(d) Acceleration of Rights following a Change in Control with Termination without Cause or for Good Reason. In the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason during the period (i) commencing on the date of execution of a definitive transaction agreement to which the Company is a party which, when consummated, will constitute a Change in Control, and (ii) ending on the earlier of (A) the termination of the executed definitive transaction agreement that would have effected a Change in Control contemplated by clause (i) of this Section 6.1(d) or (B) the 12-month anniversary of such Change in Control, then in addition to any vested rights of the Executive under the terms of any Company plan relating to stock options, restricted stock or performance stock units, fifty percent (50%) of the then unvested options, restricted stock or performance stock units, which Executive then holds to acquire securities from the Company, shall be immediately and automatically vested and exercisable as of the date Executive’s employment is so terminated by the Company without Cause or by Executive for Good Reason notwithstanding any other provisions to the contrary contained herein or in any stock option, restricted stock, performance stock units, or other equity compensation plans sponsored by the Company, unless such policy or plan expressly references and supersedes this Plan.

The severance benefits available under the Plan are the maximum made available by the Company in the event of an Executive’s termination of employment. To the extent that an Executive’s employment agreement or offer letter or any federal, state or local law requires the Company to make payment to an Executive because of involuntary termination of employment, or in accordance with a federal or state plant closing type law (e.g., the WARN Act) then the severance benefits available under this Plan will be reduced by the amount of such required payment(s).

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6.2 Incentive Awards

Executive shall remain eligible to receive bonus payments, to the extent otherwise eligible, for incentive and/or bonus awards already accrued and earned in accordance with terms of the governing bonus plan as of the date of termination for performance periods ended prior to the date of termination. In the event an Executive is terminated during the applicable performance period then he or she shall not be eligible to receive a pro rata or any other incentive and/or bonus award.

7. OTHER BENEFITS

The following applies to termination regardless of whether or not the Executive receives severance benefits under the Plan.

(a) Medical, dental and vision benefits and all other Company-provided and elected life, accident and disability coverage ends on the last day of the month in which the termination of employment occurs. Medical, dental and vision coverage may be elected subject to the provisions of COBRA. All other benefit coverage will end on the Executive’s termination date.

(b) Benefits under the Company’s 401(k) Plan will be made in accordance with the terms thereof. Executives participating in this Plan will receive information regarding these benefits after their termination.

8. SECTION 409A

The Company makes no representations or warranties to any Executive with respect to any tax, economic or legal consequences of this Plan or any payments or other benefits provided hereunder, including without limitation under Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury regulations and other guidance promulgated thereunder (“Section 409A”), and no provision of this Plan shall be interpreted or construed to transfer any liability for failure to comply with Section 409A or any other legal requirement from any Executive or any other individual to the Company. An Executive, by executing and not revoking a Release, shall be deemed to have waived any claim against the Company and any other person with respect to any such tax, economic or legal consequences. To the extent Section 409A is applicable to such installments; each installment shall be treated as a separate payment. Furthermore, to the extent Section 409A is applicable to this Plan (and such payments and benefits); the Company intends that this Plan (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of this Plan to the contrary, this Plan shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and

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notwithstanding any other provision of this Plan to the contrary, with respect to any payments and benefits under this Plan to which Section 409A applies, all references in this Plan to the termination of an Executive’s employment are intended to mean an Executive’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i).

9. SECTION 280G

(a) In the event that the Executive shall become entitled to payments and/or benefits provided by this Plan or any other amounts in the “nature of compensation” (whether pursuant to the terms of this Plan or any other plan, arrangement or policy with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Internal Revenue Code (the “Code”) or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively, the “Company Payments”), and such Company Payments will be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “Excise Tax”), the amounts of any Company Payments shall be automatically reduced to an amount one dollar less than the amount that would subject the Executive to the Excise Tax. The dollar amount of the reduction, if any, to be made with respect to any Company Payments shall be determined by the Company’s Accountants on or before the date such Company Payments are due and payable to the Executive. Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on a multiple of Annual Base Salary or Average Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity.

(b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s Accountants such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company’s Accountants in accordance

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with the principles of Section 280G of the Code. In the event that the Company’s Accountants are serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive may appoint another nationally recognized accounting firm to make the determinations hereunder (which accounting firm shall then be referred to as the “Company’s Accountants” hereunder). All determinations hereunder shall be made by the Company’s Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. If the Company’s Accountants determine that payments under this Plan must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Company’s Accountants shall be final and binding upon the Company and the Executive.

(c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative. The Company shall be responsible for all charges of the Company’s Accountant. The Company and the Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this section.

10. NO CONTINUED RIGHT TO EMPLOYMENT

The provisions of this Plan do not constitute a contract of employment between the Company and any employee. The Plan creates no contractual rights with respect to the continuation of an Executive’s employment with the Company.

11. TAX TREATMENT

Severance payments under this Plan will be subject to local, state and federal tax deductions and withholdings in accordance with applicable law.

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12. ADMINISTRATION

This Plan shall be administered and interpreted by the Compensation Committee of the Company’s Board of Directors.

13. MISCELLANEOUS

(a) Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect.

(b) Severability. The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan.

(c) Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof.

(d) Amendment. This Plan may be amended or modified only by written action of the Compensation Committee; provided, however, that any such amendment or modification that materially and adversely affects the rights of an Executive shall not be effective as applied to such Executive until six months after the Company provides written notice such Executive of any such amendment or modification.

(e) Successors. This Plan is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Plan shall inure to the benefit of and be enforceable by the Executive’s legal representatives. This Plan shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. The Company or successor shall provide written evidence to the Executive to document compliance with the foregoing sentence within ten (10) business days of the date of the consummation of a transaction whereby a third party becomes a successor to the Company. As used in this Plan, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Plan by operation of law, or otherwise.

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(f) Counterparts. This Plan may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

14. DEFINITIONS

“Accrued Obligations” means the sum of any portion of the Executive’s base salary earned but not yet paid through the date of termination and any accrued and unpaid vacation pay, in each case, to the extent earned, but not yet paid by the Company through the date of termination.

“Affiliate” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee; provided that, unless otherwise determined by the Committee, the Common Stock subject to any Award constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code.

“Board” means the Board of Directors of the Company.

“Cause” means, with respect to an Executive’s Termination of Employment, the Executive’s: (i) failure to perform substantially all of his or her duties, (ii) commission of, or indictment for a felony or any crime involving fraud or embezzlement or dishonesty or conviction of, or plea of nolo contendere to a misdemeanor (other than a traffic violation) punishable by imprisonment under federal, state or local law; (iii) engagement in an act of fraud or of willful dishonesty towards the Company or any of its Affiliates; (iv) willful misconduct or negligence resulting in a material economic harm to the Company or any of its Affiliates; (v) violation of a federal or state securities law or regulation; (vi) dishonesty detrimental to the best interests of the Company or any of its Affiliates; (vii) conduct involving any immoral acts which is reasonably likely to impair the reputation of the Company or any of its Affiliates; (viii) willful disloyalty to the Company or any of its Affiliates; (ix) violation, as determined by the Company’s Board based on opinion of its counsel, by of any securities or employment laws or regulations; (x) use of a controlled substance without a prescription or the use of alcohol which impairs his or her ability to carry out his or her duties and responsibilities; or (xi) material violation of the Company’s policies and procedures or any breach of any agreement between the Company and him or her. With respect to a Participant’s Termination of Directorship, “cause” also means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.

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“Change in Control” a “Change in Control” shall be deemed to occur if:

(a) any Person is or becomes a “beneficial owner” (as defined in Rule 13d 3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (a) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction, as defined in paragraph (c), or (E) any Person or Persons acting as a group acquire voting securities from the Company, if immediately prior to such acquisition, such Person or Persons acting as a group owned, collectively or individually, if applicable, 30% or more of the Company Voting Securities;

(b) during any twenty four month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director;

(c) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50% of the total voting power of (1) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (2) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting

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power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no Person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation), (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination and (D) any transaction where 30% or more of the Voting Securities of the Successor Corporation or Parent Corporation are held, directly or indirectly, by holder’s of the Company’s Voting Securities (in substantially the same proportion) as they held the Company’s voting securities immediately prior to the transaction (any Business Combination which satisfies the criteria specified in (A), (B), (C) or (D) above shall be a “Non-Qualifying Transaction” and shall not be deemed to be a “Change in Control”); or

(d) the consummation of a sale of all or substantially all of the Company’s assets other than to a Person or Persons acting as a group then owning, collectively or individually, if applicable, 30% or more of Company Voting Securities.

Notwithstanding the foregoing, a Change in Control shall be deemed to not have occurred (A) solely because any Person acquires beneficial ownership of more than 30% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding unless after such acquisition by the Company such Person becomes the beneficial owner of additional Company Voting Securities by acquiring additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such Person or (B) as the result of either the acquisition of more than 30% of the Company Voting Securities or of all or substantially all of the Company’s assets by Carl C. Icahn, Technology Crossover Ventures or any of their respective Affiliates.

“Company” means Motricity, Inc., a Delaware corporation, and its successors by operation of law.

“Compensation Committee” means the Compensation Committee of the Company’s Board of Directors.

“Disability” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination, a permanent and total disability as defined in

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Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

“Good Reason” means: (i) a material reduction in the Executive’s annual base salary; (ii) a material diminution in the Executive’s authority, duties and responsibilities as in effect on the date of consummation of the Change in Control (serving in a similar functional role (e.g., financial, legal) post Change in Control at a subsidiary or division shall not in and of itself be deemed a material diminution); or (iii) a change in the metropolitan area in which Executive’s principal office was located immediately prior to the Change in Control; provided, however, that Good Reason shall not exist unless the Executive has given written notice to the Company within ninety (90) days of the initial existence of the Good Reason event or condition(s) giving specific details regarding the event or condition; and unless the Company has had at least thirty (30) days to cure such Good Reason event or condition after the delivery of such written notice and has failed to cure such event or condition within such thirty (30) day cure period.

“Termination Without Cause” An involuntary termination of an Executive by the Company for any reason other than a Termination for Cause.

15. CLAIMS PROCEDURE

This is an employee welfare plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). It is not necessary that an Executive apply for severance payments and other severance benefits under the Plan. However, if an Executive wishes to file a claim for severance payments and other severance benefits, such claim must be in writing and filed with the Compensation Committee. Within ninety (90) days after receiving a claim, unless special circumstances require a longer period of time to review the claim, the Compensation Committee will:

(a) either accept or deny the claim completely or partially; and

(b) notify the claimant of acceptance or denial of the claim.

If an extension is required, the Compensation Committee will send a claimant a notice explaining why the extension is needed and the date by which the Compensation Committee expects to make its decision. In no case, however, will the extension exceed one-hundred and eighty (180) days after the receipt of the original claim.

If the claim is completely or partially denied, the Compensation Committee will furnish a written notice to the claimant containing the following information:

• specific reasons for the denial;

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• specific references to the Plan provisions on which any denial is based;

• a description of any additional material or information that must be provided by the claimant in order to support the claim and reason why such material or information is necessary; and

• an explanation of the Plan’s appeal procedures and time limits applicable to such procedures, including a statement of any right of the claimant to bring a civil action under ERISA Section 502(a).

A claimant may appeal the denial of his/her claim and have the Compensation Committee reconsider the decision. The claimant or the claimant’s authorized representative has the right to:

• request an appeal by written request to the Compensation Committee, not later than sixty (60) days after receipt of notice from the Compensation Committee, denying his claim;

• review relevant Plan documents; and

• submit issues and comments regarding the claim in writing to the Compensation Committee.

The Compensation Committee will make a decision with respect to such an appeal within sixty (60) days after receiving the written request for such appeal, unless special circumstances require a longer period of time to review the appeal. If an extension is required, the Compensation Committee will send the claimant a notice explaining why the extension is needed and the date by which the Compensation Committee expects to make its decision. In no case, however, will the extension exceed one-hundred and twenty (120) days after the receipt of the appeal.

The claimant will be advised of the decision of the Compensation Committee on the appeal in writing. The notice will set forth the (i) specific reasons for the decision, (ii) make specific reference to Plan provisions upon which the decision on the appeal is based, (iii) a statement that the claimant may access the relevant documents and information free of charge, and (iv) a statement regarding any right that the claimant has to bring a civil action under ERISA Section 502(a).

In no event shall a claimant or any other person be entitled to challenge a decision of the Compensation Committee in court or in any other administrative proceeding unless and until the claim and appeal procedures described above have been complied with and exhausted.

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16. RIGHTS UNDER ERISA

As a participant in an ERISA-covered plan, you have the following rights:

(a) To examine all documents relating to this Plan without charge at the Company’s offices during normal working hours. These documents may include annual financial reports, insurance contracts, plan descriptions, and all other official plan documents filed with the United States Department of Labor or Internal Revenue Service.

(b) To obtain copies of documents relating to this Plan and other information by writing to the Benefits Department or the Chief Human Resources Officer. You will be required to pay a reasonable charge for the copies.

(c) To not be discharged or discriminated against to prevent you from obtaining a benefit or exercising your ERISA rights.

(d) If your claim for a benefit is denied in whole or in part, you will receive a written explanation of the denial. You have the right to have the Compensation Committee review and reconsider your claim.

In addition to creating rights for plan participants, ERISA imposes certain duties on the people responsible for the operation of the plans. The people who operate the plans, called fiduciaries, have a duty to do so prudently and in the best interest of each Executive and other plan participants and beneficiaries.

Under ERISA, you can take the following steps to enforce your rights:

(a) If you request materials and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Chief Human Resources Officer to provide the materials and pay you up to $110 a day until you receive the materials – unless the materials were not sent due to reasons beyond the control of the Chief Human Resources Officer.

(b) If your claim for benefits is denied or ignored in whole or in part, you may file suit in a federal court.

(c) If you are discriminated against for pursuing a benefit or exercising your ERISA rights, you may seek help from the United States Department of Labor or file suit in a federal court.

If you file suit against a plan, the court will decide who should pay court costs and legal fees. If you win your suit, the court may order the person you have sued to pay the court costs and legal fees. If you lose your suit, the court may order you to pay the costs and fees if, for example, the court decides your suit was frivolous.

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If you have any questions about this Plan, you should contact the Company’s Chief Human Resources Officer. If you have questions about your rights under ERISA, you may contact the nearest area office of the U.S. Employee Benefits Security Administration, Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, United States Department of Labor, listed in your telephone directory, 200 Constitution Avenue, N.W., Washington, D.C. 20210.

17. INFORMATION CONCERNING THE PLAN

The Company’s address is:

Motricity, Inc.

601 108th Avenue NE

Suite 800

Bellevue, WA 98004

The legally designated Plan Administrator is the Compensation Committee. Any questions regarding the Plan should be directed to Chief Human Resources Officer.

Any inquiries or legal process, to be served, relating to the Plan may be addressed to the Plan Administrator in care of the Employer at the following address:

Motricity, Inc.

601 108th Avenue NE

Suite 800

Bellevue, WA 98004

The Company’s Tax Identification Number is 20-1059798.

The Plan Number is [            ].

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