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): January 17, 2012

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”) and Richard Stalzer entered into an offer letter, effective January 23, 2012 (the “Stalzer Offer Letter”). Pursuant to the Stalzer Offer Letter, Mr. Stalzer serves as President of the Company’s mobile marketing and advertising business. Under the terms of the Stalzer Offer Letter, Mr. Stalzer is entitled to an annual base salary of $345,000. Additionally, in accordance with the terms of the Stalzer Offer Letter and the Company’s 2010 Long-Term Incentive Plan, the Compensation Committee of the Company’s Board of Directors approved the grant to Mr. Stalzer of options to purchase 190,000 shares of the Company’s common stock effective upon the completion of the Company’s rights offering and provided that Mr. Stalzer remains an employee in good standing on such date. Under the terms of the Stalzer Offer Letter, Mr. Stalzer is eligible to participate in the Company’s 2012 Corporate Incentive Plan and is subject to non-disclosure, non-competition and non-solicitation covenants. Furthermore, under the Stalzer Offer Letter, if the Company prior to two years from the effective date terminates Mr. Stalzer’s employment without cause, as defined in the Stalzer Offer Letter, he will receive 6 months of continued base salary payments.

On January 22, 2012, the Company entered into a Release Agreement (the “Scullion Release Agreement”) with Charles P. Scullion, effective January 20, 2012, setting forth the terms pursuant to which Mr. Scullion resigned for good reason from his employment with the Company. Prior to the effective date of the Scullion Release Agreement, Mr. Scullion served as Chief Strategy Officer and Interim President of Mobile Marketing and Advertising.

Pursuant to the Scullion Release Agreement, Mr. Scullion agreed to release the Company from all claims arising out of his employment with the Company or the cessation thereof (other than claims arising pursuant to the Scullion Release Agreement). In consideration for such release and in accordance with the terms of Mr. Scullion’s employment agreement, the Company agreed to pay Mr. Scullion severance in the gross amount of $258,750 to be paid in equal installments over nine months following the effective date of the Scullion Release Agreement. Mr. Scullion remains subject to certain non-disclosure and non-solicitation covenants.

The foregoing descriptions of the Stalzer Offer Letter and Scullion Release Agreement do not purport to be complete and are qualified in their entirety by the full agreements filed as exhibits 10.1 and 10.2 hereto, which are 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 8.01 Other Items.

On January 23, 2012, the Company issued a press release announcing the appointment of Richard Stalzer to the position of President of Mobile Marketing and Advertising. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Form 8-K and the press release attached as an exhibit hereto, this Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Release Agreement between Motricity, Inc. and Charles P. Scullion, dated January 22, 2012.
10.2	Richard Stalzer Offer letter
99.1	Press release, dated January 23, 2012, issued by Motricity, Inc.

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)
January 23, 2012	By:	/s/ James R. Smith, Jr.
(Date)		James R. Smith, Jr.
		Interim Chief Executive Officer

EX-10.1

Exhibit 10.1

Release Agreement

AGREEMENT entered into as of this 22nd day of January, 2012 (the “Agreement”) by and between Motricity, Inc., a Delaware corporation with its principal place of business at 601 108th Avenue NE, Suite 800, Bellevue, WA 98004 (the “Company”), and Chuck Scullion (the “Employee”).

RECITAL

WHEREAS, the Employee and Company executed an employment agreement dated May 12, 2011, as amended to date, which sets forth the terms and conditions of the Employee’s employment with the Company (the “Employment Agreement”);

WHEREAS, in accordance with the terms of the Employment Agreement, the Employee is resigning for “good reason” in accordance with the terms of the Employment Agreement, effective as of January 20, 2012 (the “Termination Date”); and

WHEREAS, in exchange for the severance and benefits described below the Employee agrees to release and waiver of any and all claims against the Company as set forth below pursuant to terms and conditions hereof.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained it is hereby agreed as follows:

1. Termination. Your termination shall be effective as of the Termination Date, and you shall be deemed to resign as of that date any and all positions including without limitation as an officer or director that you have held with the Company or any of its affiliates. Effective as of the Termination Date, you shall cease to be an employee of the Company. Your eligibility for any Company benefits shall cease as of the Separation Date.

In consideration for the releases set forth herein, the severance terms of the Employment Agreement and subject to continuing to meet your obligations under this Agreement, the Company has agreed to pay you nine months severance for a total of $258,750 less all applicable state and federal deductions (“Severance Amount”). Payment of the Severance Amount will be made in equal installments over nine months in accordance with the Company’s customary payroll practices. Payments of the Severance Amount shall begin eight (8) days after the Company’s receipt of an executed original of this Agreement.

The Company acknowledges and agrees that (i) it shall pay you any expenses that it has not reimbursed to date and are owed to you as of the date hereof, subject to you submitting appropriate documentation and such documented expenses are eligible for reimbursement under the Company’s policies and procedures; and (ii) it shall pay you any accrued and unpaid vacation or paid time off as of the date hereof in accordance with Company policy and applicable law. You agree and acknowledge that you have not vested in any equity awards granted to you by the Company that all of your outstanding equity awards shall expire and be cancelled as of the Termination Date.

2. Health Insurance Continuation. You and your beneficiaries, if applicable, will receive under separate cover notice of your rights under the Consolidated Omnibus Reconciliation Act (“COBRA”) upon your separation from the Company. If you elect to continue health care coverage under COBRA, you are responsible for paying the premiums.

3. Transfer of Responsibilities. You shall cooperate fully with the Company and its personnel to provide an orderly transfer of your duties and responsibilities. This cooperation includes but is not limited to timely compliance with all reasonable requests for information, including, but not limited to, the transition of any work and any leads, prospects or contacts to your manager.

4. Confidentiality of this Agreement. You agree to keep confidential and not to disclose the existence or terms of this Agreement or sums paid under this Agreement to anyone or to any organization, except that you may disclose such information to your spouse, attorney, your legal and financial advisers, provided you have received in advance their promises to maintain this information in strict confidence or as otherwise required by law. Nothing in this Agreement will prevent you from cooperating with or participating in any investigation by the government of the U.S., including any investigations by the federal Equal Employment Opportunity Commission (the “EEOC”) or the Washington State Human Rights Division.

5. Nondisclosure and Intellectual Property Protection Agreement. You acknowledge the validity and continuing applicability of the agreements and covenants contained in the Nondisclosure and Intellectual Property Protection Agreement dated May 12, 2011, a copy of which is attached hereto as Attachment A concerning the ownership, non-use and return of confidential information and non-competition with the Company. Those agreements and covenants are incorporated herein by reference and continue to have full force and effect following the Termination Date.

6. Return of Company Property. You acknowledge that you have returned to the Company all property of the Company that is in your possession or under your control, including, without limitation, Company keys, cell phones, lap-top and any and all files, documents and other information with respect to the Company’s management, business operations or customers, including all files, documents, or other information containing confidential information.

7. Non-Disparagement. You hereby agree that you will refrain from making any derogatory, disparaging or false statements with respect to the Company or any of its shareholders, controlling persons, officers, directors, executives, advisors, customers, or other related or affiliated parties or any other Company Released Parties. The Company hereby agrees that its officers, directors, affiliates and other related or affiliated parties shall refrain from making any derogatory, disparaging or false statements with respect to you. The Company will also direct its employees, directors and agents to refrain from making derogatory, disparaging or false statements with respect to you. You agree that you will not communicate or disclose to any third party or use for your own account, without the written consent of the Company, any of the Company’s confidential and proprietary information, trade secrets or materials, except as required by law, unless and until such information or material becomes generally available to the public through sources other than you.

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8. Breach of Agreement. To the extent permitted by law, you understand and agree that any breach of your obligations under this Agreement will immediately render the Company’s obligations and agreements null and void, and, to the extent permitted by law, you shall repay to the Company the Severance Amount. In addition, you shall be liable to the Company for all damages arising from such breach, including but limited to the attorney’s fees and costs incurred by the Company in connection with such breach.

9. General Release. You, for yourself and your heirs, legal representatives, beneficiaries, assigns and successors in interest, knowingly and voluntarily release, remise and forever discharge the Company and its successors, assigns, former or current affiliates, shareholders, officers, directors, members of the board of directors, employees, agents, attorneys and representatives (“Company Released Parties”) whether in their individual or official capacities, from any and all actions or causes of action, suits, debts, claims, complaints, contracts, controversies, agreements, promises, damages, claims for attorneys’ fees, costs, interest, punitive damages or reinstatement, judgments and demands whatsoever, in law or equity, you now have, may have or ever had, whether known or unknown, suspected or unsuspected, from the beginning of the world to the date that you sign this Agreement (“Released Claims”), including, without limitation:

(a) claims under any state or federal discrimination, fair employment practices or other employment-related statute, or regulation (as they may have been amended through the date of this Agreement) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, color, religion, national origin, age, gender, marital status, disability, handicap, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any claims arising under the Federal Rehabilitation Act of 1973, Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Equal Pay Act, the Lilly Ledbetter Fair Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, and any similar Washington local or other state statute;

(b) claims under any other state or federal employment-related statute, or regulation (as they may have been amended through the date of this Agreement) relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, except as otherwise provided herein, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Health Insurance Portability and Accountability Act of 1996, the Employee Retirement Income Security Act of 1974, the Sarbanes Oxley Act of 2002 and any similar Washington local or other state statute;

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(c) claims under any state or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence; and

(d) any other claim arising under state or federal law.

Notwithstanding the above, nothing in this release is intended to release or waive (i) your right to seek enforcement of this Agreement or any other rights of indemnification, contribution, subrogation, advancement and/or reimbursement of expenses or similar rights to the extent they are provided for in the Company’s Restated Certificate of Incorporation or bylaws or (ii) your rights as they exist pursuant to any director and officer insurance policies or any other insurance policies whether in effect before the date of this Agreement, on the date of this Agreement or after the date of the Agreement.

You recognize that you may have some claim, demand or cause of action against the Company Released Parties of which you are totally unaware and unsuspecting that you are giving up by execution of this release. It is your intention in executing this release that this release will deprive you of each such claim, demand and cause of action and prevent you from asserting it against the Company Released Parties.

You represent and warrant that no portion of any claim, demand, cause of action, or other matter released herein, nor any portion of any recovery or settlement to which you might be entitled from the Company Released Parties, has been assigned or transferred to any other person or entity, either directly or by way of subrogation or operation of law. You hereby agree to indemnify, defend and hold the Company Released Parties harmless from any and all loss, cost, claim, and expense (including, but not limited to, all expenses of investigation and defense of any such claim or action, including reasonable attorneys’ and accountants’ fees, costs, and expenses) arising out of any claim made or action instituted against the Company Released Parties by any person or entity that is the beneficiary of such assignment or transfer and to pay and satisfy any judgment resulting from any settlement in favor of the beneficiary of any such claim or action.

You further represent and warrant that you have not filed or participated in the filing of any complaint, grievance, charge or claim with or before any local, state or federal agency or board, union or any court or other tribunal relating to the Company or to your employment with, or the termination of, your employment at the Company and its affiliates. Nothing contained herein is intended to nor shall prohibit you from (i) filing a charge or complaint with the EEOC; or (ii) participating in any investigation or proceeding conducted by the EEOC. In the event that you file a charge with the EEOC, you waive and release any personal entitlement to reinstatement, back pay or any other types of damages or injunctive relief in connection with any actions taken by you on your behalf on your administrative charge. NOTWITHSTANDING THIS

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PROVISION, YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU ARE FOREVER RELEASING AND WAIVING ANY AND ALL CLAIMS AGAINST THE COMPANY, INCLUDING BUT NOT LIMITED TO CLAIMS FOR AGE DISCRIMINATION, AS SET FORTH IN THIS SECTION, PROVIDED, HOWEVER, THAT THE RELEASE PROVIDED FOR HEREIN SHALL NOT EXTEND TO ANY CLAIMS UNDER THIS AGREEMENT OR THOSE SPECIFICALLY EXCLUDED FROM THE RELEASE.

You hereby acknowledge and understand that this is a General Release.

10. OWBPA/ADEA. This paragraph is intended to comply with the Older Workers Benefit Protection Act of 1990 (“OWBPA”) with regard to your waiver of rights under the Age Discrimination in Employment Act of 1967 (“ADEA”):

(a) You are specifically waiving rights and claims under the ADEA;

(b) The waiver of rights under the ADEA does not extend to any rights or claims arising after the date this Agreement is signed by you;

(c) You acknowledge receiving consideration for this waiver;

(d) You acknowledge that you have been advised to consult with an attorney before signing this Agreement; and

(e) You acknowledge that after receiving a copy of this Agreement, you had the right to take up to 21 days to consider your decision to sign the Agreement; the parties agree that changes to the Agreement, whether material or immaterial did not restart the running of the 21-day period.

This Agreement does not become effective for a period of seven (7) days after you sign it. You have the right to revoke this Agreement during the seven (7) day period. Revocation must be made in writing, signed by you and delivered to James L. Hauser, Esq. at Brown Rudnick LLP, One Financial Center, Boston, MA 02111 during the seven (7) day period.

11. Covenant Not to Sue. To the extent permitted by law, you specifically agree not to commence any legal action against any of the Company Released Parties arising out of or in connection with the Released Claims. To the extent permitted by law, you expressly agree that if you commence such an action in violation of this Agreement, you shall indemnify the Company Released Parties for the full and complete costs of defending such an action and enforcing this Agreement, including reasonable attorneys’ fees (whether incurred in a third party action or in an action to enforce this Agreement), court costs, and other related expenses. You further agree that, to the extent permitted by law, if you commence such an action despite the provisions of this Agreement, you shall be obligated to return to the Company the Severance Amount. This Agreement does not act as a waiver or release of any complaints or charges that you cannot by law waive or release, and does not prohibit you from: (i) filing a charge or complaint with the EEOC, or any other state or federal agency, or (ii) participating in any investigation or

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proceeding conducted by the EEOC or Washington State Human Rights Division. Notwithstanding, by executing this Agreement, you are expressly waiving your ability to obtain relief of any kind from the Company to the extent permitted by law.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflict of laws principles. Both parties agree that any action, demand, claim or counterclaim shall be resolved by a judge alone, and both parties hereby waive and forever renounce the right to a trial before a civil jury.

13. Voluntary Assent. You confirm that no other promises or agreements of any kind have been made by any person to cause you to sign this Agreement except as otherwise as noted herein, and that you fully understands the meaning and intent of this Agreement. You agree that this is the entire agreement and understanding between you and the Company.

14. Notices and Communications. Any and all notices or other communications required or permitted to be given in connection with this Agreement shall be in writing (or in the form of a facsimile or electronic transmission) addressed as provided below and shall be (i) delivered by hand, (ii) transmitted by facsimile or electronic mail with receipt confirmed, (iii) delivered by overnight courier service with confirmed receipt, or (iv) mailed by first class U.S. mail, postage prepaid and registered or certified, return receipt requested:

If to the Company to:

Motricity, Inc.

601 108th Avenue NE

Suite 800

Bellevue, WA 98004

Attention: Chairperson of the Board of Directors

Facsimile No: (425) 638-8436

With a copy to:

James L. Hauser

Brown Rudnick LLP

One Financial Center

Boston, MA 02111

Facsimile: 617.856-8201

Email: jhauser@brownrudnick.com

If to the Employee:

Email:

with a copy to:

and in any case at such other address as the addressee shall have specified by written notice.

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Any notice or other communication given in accordance with this Agreement shall be deemed delivered and effective upon receipt, except those notices and other communications sent by mail, which shall be deemed delivered and effective three (3) business days following deposit with the United States Postal Service. All periods of notice shall be measured from the date of delivery thereof.

15. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof, superseding all prior understandings and agreements, whether written or oral; provided, however, that any equity award agreements between you and the Company shall remain in full force and effect in accordance with the terms and conditions therein.

16. Remedies. Any breach or threatened breach by you of the provisions of this Agreement will result in irreparable and continuing damage to the Company for which there is no adequate remedy at law. In such event, you agree and acknowledge that the Company will be entitled to injunctive relief and/or specific performance, and such other relief that may be proper (including monetary damages, if proper) without the posting of any bond and that you shall not oppose the granting of such relief.

17. Authority. The Company represents that this Agreement has been presented to, considered and authorized by the Company’s Board (and/or any appropriate committee(s) thereof), and that the Company officer executing this Agreement on behalf of the Company has the authority to enter into this Agreement and bind the Company to the terms and conditions hereof. Any action or consent of the Company required hereunder may be authorized only by a written resolution, or action at a meeting, of the Board properly taken in accordance with the Company’s Restated Certificate of Incorporation and bylaws.

Please indicate your agreement to the terms of this Agreement by signing and dating the last page of the enclosed copy of this Agreement, and return it to me not later than the close of business on February 10, 2012.

[signature page follows]

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IN WITNESS WHEREOF, the Company and the Employee have executed and delivered this Agreement as of the date first written above.

MOTRICITY, INC.

By:	/s/ James Smith
Name:	James Smith
Title:	Interim Chief Executive Officer and President

EMPLOYEE

/s/ Chuck Scullion

Chuck Scullion

Attachment A

Nondisclosure and Intellectual Property Protection Agreement

See attached.

EX-10.2

Exhibit 10.2

January 12, 2012

PERSONAL AND CONFIDENTIAL

Mr. Richard Stalzer

415 Greenwich Street

New York, New York

10013

Dear Richard,

We are pleased to extend to you this offer of employment with Motricity, Inc. (the “Company”), subject to the completion of reference and background check.

This letter explains the details and terms of the employment offer.

Position:	Your position will be President, Mobile Marketing and Advertising, reporting to the Chief Executive Officer (the “CEO”), with the duties and responsibilities generally associated with this position. Other reasonable modifications to your responsibilities may be enacted by the Company.
Effective Start Date:	Your effective date will be January 23, 2012.
Base Compensation:	Your semimonthly base salary (“Base Salary”) will be $14,375.00 (calculated to $345,000 per annum), with payroll generation normally on the 15th and the last day of each month, and you will receive your first semi-monthly paycheck on Tuesday, January 31, 2012). Your position is exempt from overtime payment under the Fair Labor Standards Act.
Bonus:	You will be eligible to participate in our 2012 Corporate Incentive Plan (the “Plan”). Under the Plan, your annual target incentive is up to 70% of your annualized base salary, but may be zero if the Company fails to achieve its targets. Future target incentives will be determined by the Company’s Compensation Committee (“the Committee”). Any bonus granted will be prorated based on full-time work during the bonus period. You must be employed on the date of the bonus payout in order to be eligible for a bonus. Full terms and conditions are contained in the Plan document.
Stock Options:	You will be eligible for an award of 190,000 options. All of these options are granted according to the Company’s 2010 Long term Incentive Plan and are subject to the approval by the Committee. These options will, subject to Committee approval, be granted on the business day following the closing of the Company’s rights offering. The exercise price will be set and vesting will begin on that date. The terms and conditions of the options will be governed by a separate agreement and the stock plan.

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Benefits:	As a full-time regular employee, you will be eligible for participation in the Company’s benefits plans in accordance with the terms of the respective plan. The cost of participating in the plans (if any) will depend upon the type of benefit and level of coverage you elect. Information on the current benefit options will be provided to you under separate cover. The Company reserves the right to add, change or terminate benefits at any time.
Performance Reviews /
Annual Merit Increases:	The Company will review your performance at least annually. Our performance period runs from January 1 through December 31. The Company may award discretionary annual merit increases, based on your performance and other position factors. Merit increases, if granted, are at the sole discretion of the Company, and are generally effective on March 1st following the performance period. They are prorated for your time of employment if you were hired during the performance period.
Non-Competition:	You shall not, during your employment or during the twelve (12) month period following the cessation of your employment, either directly or indirectly, as principal, agent, owner, employee, partner, 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. 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 the termination of your 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.
Non Solicit:	Customers and Suppliers: You shall not, during your employment or during the twenty-four (24) month period following the cessation of your employment, within the geographic territory in which you exercised responsibilities immediately prior to the cessation of your employment, directly or indirectly

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	solicit, service or accept business from any customer or prospective customer of the Company known to you during your employment with the Company. Nor shall you, during the same twenty-four (24) month period, directly or indirectly interfere with, compromise or adversely affect the relationship between the Company and any of their suppliers. The terms “customer” or “supplier” shall mean a customer or supplier doing business with the Company during your employment or a prospective customer of the company during your employment.
	Employees: You shall not, during your employment or within twenty-four (24) months following the cessation of your employment, directly or indirectly on your own behalf or on behalf of any other person hire, retain the a services of or attempt to solicit or retain the services of any individual who is an employee of, or service provider to, the Company, or encourage any individual to leave his or her employment with or cease providing services to the Company
Severance:	Subject to the below, in the event the Company terminates your employment without Cause (as defined herein) prior to two (2) years from the effective date of your employment, you shall be entitled to a severance payment (“Severance Payment”) in an amount equal to (i) the sum of any portion of your 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, (ii) an amount equal to six twelfths (6/12) of his or your annualized Base Salary, paid ratably over the 6-month period following the termination of your employment in accordance with the Company’s normal 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 under clause (ii) are subject to and conditioned upon your execution and delivery to the Company of the Release as described below. Severance Payment 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 you 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.
	For purposes of this section, “Cause” shall mean means, with respect to a termination of your employment, your (i) failure to perform your 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) misconduct or negligence while employed by the Company or any of its affiliates; (v) violation of a federal or state securities law or regulation or employment law; (vi)

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	dishonesty detrimental to 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) disloyalty to the Company or any of its affiliates; (ix) use of a controlled substance without a prescription or the use of alcohol which impairs your ability to carry out your duties and responsibilities; (x) violation by you of the Company’s policies and procedures or any breach of any agreement between the Company and you; or (xi) embezzlement and/or misappropriation of property of the Company or any of its affiliates.
	You shall only be entitled to receive the Severance Payment set forth herein, if you: (a) execute within forty-five (45) days of the date of your 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) present satisfactory evidence to the Company that you have returned all Company property, confidential information and documentation to the Company; (c) continue to comply with the provisions of any non-disclosure, non-competition, non-solicitation agreement and/or policy; and (d) provide the Company with a signed, written resignation of your status as an officer of the Company or any of its affiliates, if applicable. In the event that the Company determines that you have 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 you 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.
Employment at Will:	This letter does not constitute a contract or employment agreement. You understand that your employment is “at will” and can be terminated, with or without cause and with or without notice, at any time. Nothing contained in this letter shall limit or otherwise alter the foregoing. No representations to the contrary are effective unless in writing and approved by the CEO and the Vice President of Human Resources. Your employment will be subject to other policies, terms, and conditions that may be established by the Company from time to time.
Company Policies:	You must comply with all the policies of the Company in effect during your employment. You must also comply with the terms and conditions of the Company’s Employee Handbook which will be provided to you when you start.

Our offer to you expires on January 15, 2012 and is contingent on:

• Your signature on the enclosed Nondisclosure and Intellectual Property Protection Agreement.

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• Satisfactory results of a required employment background check.

• Proof of your legal right to work in the United States.

Please acknowledge the terms and conditions of this letter by signing where indicated below and return a signed original to me by either a) emailing a scanned copy to Rachel.Jacobson@motricity.com or b) by faxing to (425) 957-6227.

We hope that you accept our offer and look forward to the transition into your new role.

Sincerely,

/s/ Rachel Jacobson Date: January 17, 2012

Rachel Jacobson

Vice President of Human Resources

Acknowledged:
/s/ Richard Stalzer	Date:	January 16, 2012
Name Richard Stalzer

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EX-99.1

Exhibit 99.1

Motricity Appoints President of Mobile Marketing and Advertising

Former Education Dynamics and InterActive Corporation Executive Brings Decades of

Advertising and Sales Experience to Position

Bellevue,WA–January 23,2012 – Motricity (Nasdaq:MOTR) today announced it has named Richard Stalzer as its President of Mobile Marketing and Advertising. In his role, Stalzer will drive all aspects of the company’s mobile marketing and advertising business including sales, advertising operations, ad network, product and technology direction.

“We’re thrilled to be adding someone with Richard’s experience to our executive team,” said Jim Smith, interim chief executive officer of Motricity. “His extensive knowledge of advertising, sales and operations along with his proven leadership abilities make him an ideal person to manage our mobile marketing and advertising business. I’m confident that Richard will have an immediate impact in shaping the direction and future of the company.”

Stalzer comes to Motricity from Education Dynamics, a leader in helping higher education institutions find, enroll and retain students. In his role as Chief Operating Officer, he was responsible for sales, marketing, product management, operations and business intelligence. Prior to Education Dynamics, Stalzer was at InterActive Corporation where he served as the President of Advertising Solutions. While there, he was responsible for all media sales operations, marketing and sales development as well as sales for InterActive Corporation owned web properties.

“I’m excited to be joining a company that I think is uniquely positioned to capitalize on the tremendous business opportunities in the mobile marketing and advertising space,” said Richard Stalzer. “Motricity has a long history of delivering innovative mobile solutions and services and I look forward to helping drive the company’s growth in this increasingly important segment of mobile.”

Throughout his career, Stalzer has held a number of strategic leadership positions including Senior Vice President of Sales at Bankrate (2004-2006), East Coast Financial Services Director at Microsoft (2002-2004), Vice President of Sales and Business Development at E*TRADE Financial (1999-2002) and Western Regional Sales Director at Time Warner (1995-1999).

Stalzer holds a bachelor of science in business administration from the University of Denver.

AboutMotricity

Motricity (Nasdaq:MOTR) empowers mobile operators, brands and advertising agencies to maximize the reach and economic potential of the mobile ecosystem through the delivery of relevance-driven merchandising, marketing and advertising solutions. Motricity leverages advanced predictive analytics capabilities to deliver the right content, to the right person at the right time. Motricity provides their entire suite of mobile data service solutions through one, integrated, highly scalable managed service platform. Motricity’s unique combination of technology, expertise and go-to-market approach delivers definitive return-on-investment for our mobile operator, brand and advertising agency customers. For more information, visit www.motricity.com or follow @motricity on Twitter.

Safe Harbor and Forward-Looking Statements

Statements made in this release and related statements that express the Company’s or its management’s intentions, indications, beliefs, expectations, guidance, estimates, forecasts or predictions of the future constitute forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, and relate to matters that are not historical facts. They include, without limitation, statements related to the market opportunity in the mobile advertising and enterprise space. These statements represent beliefs and expectations only as of the date they were made. We may elect to update forward-looking statements but we expressly disclaim any obligation to do so, even if our beliefs and expectations change. Actual results may differ from those expressed or implied in our forward-looking statements. Such forward-looking statements involve and are subject to certain risks and uncertainties that may cause our actual results to differ materially from those discussed in a forward looking statement. These risks and uncertainties are described more fully in our filings with the Securities and Exchange Commission.

Media Contact:

Meghan Graves,

(425) 638-8211

Meghan.Graves@motricity.com

Investor Relations Contact:

Alex Wellins

The Blueshirt Group

(415) 217-5861

alex@blueshirtgroup.com

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