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):  March 28,2011

ACXIOM CORPORATION

(Exact Name of Registrant as Specified In Charter)

 Delaware

(State or Other Jurisdiction of Incorporation)

0-13163	71-0581897
(Commission File Number)	(IRS Employer Identification No)
601 E. Third St., Little Rock, Arkansas	72201
(Address of Principal Executive Offices)	(Zip Code)

501-342-1000

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

On March 30, 2011, Acxiom Corporation, a Delaware corporation (the “Company”), announced that John A. Meyer notified the Company of his resignation from his positions as the Chief Executive Officer and President of the Company, and as a member of its Board of Directors, effective March 28, 2011.  Mr. Meyer has agreed to remain with the Company for six months in a non-executive capacity to assist in the transition to a new Chief Executive Officer pursuant to a Transition Agreement.

Pursuant to the Transition Agreement, which has a stated term expiring September 28, 2011, (1) Mr. Meyer has agreed to make himself available upon the Company’s reasonable request to provide consulting services to facilitate the orderly transition of his former duties and responsibilities with the Company, and (2) Mr. Meyer is entitled to payment for such services at the rate of $500 per hour worked.  In addition, Mr. Meyer’s currently outstanding grant of 188,565 restricted stock units granted on May 22, 2008 will continue to vest according to its terms during his service under the Transition Agreement.  Mr. Meyer has irrevocably waived the right to any further vesting of all other equity awards outstanding as of the date of the Transition Agreement.  The foregoing description of the Transition Agreement is not complete and is subject to and qualified in its entirety by reference to the Transition Agreement, a copy of which is filed herewith as Exhibit 10.1 and the terms of which are incorporated herein by reference.

On March 30, 2011, the Company also announced that Jerry D. Gramaglia, a member of the Company’s Board of Directors, has been appointed as the interim Chief Executive Officer and President of the Company while the Board conducts a search for a permanent replacement, effective upon Mr. Meyer’s resignation.  Mr. Gramaglia, age 55, has been a director of Acxiom since 2009.  He was the President and Chief Operating Officer for E*TRADE Group Inc., and then served as partner at Arrowpath Venture Partners, a Silicon Valley-based venture capital firm. Mr. Gramaglia began his career at Procter and Gamble and later held senior marketing and general management positions for Nestle, PepsiCo, Imasco and Sprint.  He is currently a private investor/advisor.

Mr. Gramaglia will continue to serve as a member of the Board of Directors, but will relinquish his Compensation and Governance/Nominating Committee memberships during his tenure as interim Chief Executive Officer and President of the Company.  In connection with his role, Mr. Gramaglia will receive a salary of $700,000 per year, to be pro-rated based on the portion of the year worked. No decision regarding other compensation arrangements relating to Mr. Gramaglia’s service as interim Chief Executive Officer and as a member of the Board of Directors has been made at this point.

The Company also announced that the Governance/Nominating Committee of the Board of Directors will oversee the process for the identification and selection of a new Chief Executive Officer.  Candidates from both inside and outside the Company will be considered.

The Company and Mr. Meyer have agreed that his resignation will constitute a termination without cause pursuant to the terms of Mr. Meyer’s Employment Agreement dated January 14, 2008 (the “Employment Agreement”).  In exchange for signing a general release of claims against the Company, Mr. Meyer is entitled to (i) his earned and unpaid salary, cash bonus and other benefits through March 28, 2011, (ii) an amount equal to 200% of his $700,000 salary provided by his Employment Agreement, (iii) an amount equal to 200% of his current one times salary target cash bonus, pro-rated based on the elapsed portion of the Contract Year (as defined in his Employment Agreement), and (iv) any other unpaid benefits to which he is entitled in accordance with the Company’s applicable plans, policies or programs.

In addition, the Company announced that Christopher W. Wolf has informed the Company of his intention to resign for personal reasons from his position as Chief Financial Officer of the Company in the second calendar quarter of 2011.  In particular, Mr. Wolf indicated his desire to stop commuting to Little Rock from his home in Florida and to spend more time with his family. He has agreed to remain with the Company for an undetermined period of time in order to assist in the transition of the Company’s financial reporting function.  Candidates for a replacement Chief Financial Officer from both inside and outside the Company will be considered.

Item 7.01 Regulation FD Disclosure

On March 30, 2011, Acxiom issued a press release, which is furnished as Exhibit 99.1 and incorporated by reference herein.

The information in Item 7.01 of this report and the attached press release is being furnished, not filed, pursuant to Regulation FD.  Accordingly, the information in Item 7.01 of this report and the attached press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1934, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.                      Description

10.1 Transition Agreement dated March 28, 2011, between the Company and John A. Meyer.

99.1 Press release issued by Acxiom Corporation on March 30, 2011.

*           *           *

SIGNATURE

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.

Date:  March 30, 2011	ACXIOM CORPORATION
	By: /s/ Jerry C. Jones        Jerry C. Jones        Chief Legal Officer & Sr. Vice President

EXHIBIT INDEX

Exhibit No.                      Description

10.1 Transition Agreement dated March 28, 2011, between the Company and John A. Meyer.

99.1 Press release issued by Acxiom Corporation on March 30, 2011.

EX-99.1

EXHIBIT 99.1

For more information, contact:

Katharine Boyce

Acxiom Investor Relations

501-342-1321

investor.relations@acxiom.com

GACXM

EACXM

ACXIOM CORPORATION ANNOUNCES MANAGEMENT CHANGE AND EARNINGS OUTLOOK

Little Rock, Ark. – March 30, 2011 — Acxiom® Corporation (Nasdaq: ACXM) today announced that John A. Meyer notified the company of his resignation from his positions as the Chief Executive Officer and President of the company, and as a member of its Board of Directors, effective March 28, 2011.

Michael J. Durham, Acxiom’s chairman, said, “We’ve accomplished a great deal under John’s leadership, and we are very grateful for his contributions to Acxiom during a critical time in the company’s history. Through his efforts the company has stabilized its profitability and significantly improved its balance sheet, without compromising Acxiom’s commitment to customer excellence. However, with the expanded importance of digital media, we are entering a new phase in Acxiom’s evolution. The Board intends to find a new CEO who is an exceptional executive and also is an industry thought leader who will move aggressively to accelerate Acxiom’s growth.”

The Board of Directors has appointed Jerry D. Gramaglia, a member of the Board, to serve as interim Chief Executive Officer while the Board conducts a search for a permanent replacement. He will continue as a member of the Board of Directors, but will relinquish his Compensation and Governance / Nominating Committee memberships during his tenure as interim CEO.

Mr. Gramaglia has been a director of Acxiom since 2009. He was the President and Chief Operating Officer for E*TRADE Group Inc., and then served as partner at Arrowpath Venture Partners, a Silicon Valley-based venture capital firm. Mr. Gramaglia began his career at Procter and Gamble and later held senior marketing and general management positions for Nestle, PepsiCo, Imasco and Sprint.  He is currently a private investor/advisor.

Mr. Durham continued, “We are fortunate to have a person of Jerry Gramaglia’s caliber to serve as our interim CEO. Jerry has been an important contributor to our Board, and his leadership and operational skills, coupled with his deep marketing experience, make him well suited to guide Acxiom as we search for a permanent CEO.”

The Governance / Nominating Committee of the Board of Directors will oversee the process for the identification and selection of a new Chief Executive Officer. Candidates from both inside and outside the company will be considered.

In addition, the company announced that Christopher W. Wolf has informed the company of his intention to resign for personal reasons from his position as Chief Financial Officer of the company in the second calendar quarter of 2011. In particular, Mr. Wolf indicated his desire to stop commuting to Little Rock from his home in Florida and to spend more time with his family. He has agreed to remain with the company for an undetermined period of time in order to assist in the transition of the company’s financial reporting function. Candidates for a replacement Chief Financial Officer from both inside and outside the company will be considered.

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The company also announced that it expects to record a non-cash impairment charge in the fourth quarter of fiscal 2011 in connection with a write-down of the carrying value of goodwill and other long-lived assets associated with its international operations. As a result of recent performance of the international operations and management’s evaluation of those businesses, indicators arose during the fourth quarter requiring the company to accelerate the process to review goodwill and other long-lived assets. The goodwill associated with the international components, as of December 31, 2010, was approximately $130 million. Due to the complexity of the calculation process, and the need for appraisals and analyses that have not yet been obtained and performed, the company is currently unable to estimate with precision the amount of the impairment charges. However, the company currently estimates that these amounts will be between $50 million and $90 million.

The company expects to include the actual amount of the impairment charge when it announces its fourth quarter and fiscal year 2011 financial results. The actual amount of the impairment charge will affect the reported amounts of operating income, net income and diluted earnings per share, but will not affect cash balances or cash provided by operating activities.

Based on currently available information, the company announced the following estimates for the fourth quarter and fiscal year ending March 31, 2011:

·   Revenue is estimated to be in the range of $295 million to $299 million for the fourth quarter and $1.156 billion to $1.160 billion for fiscal year 2011.

·   Earnings per diluted share attributable to Acxiom stockholders, excluding unusual items, are estimated to be in the range of $0.18 to $0.22 for the fourth quarter and $0.65 to $0.69 for fiscal year 2011.

·   Earnings (loss) per diluted share attributable to Acxiom stockholders presented in accordance with generally accepted accounting principles are estimated to be in the range of ($1.03) to ($0.49) for the fourth quarter and( $0.49) to $0.05 for fiscal year 2011.

In addition to the estimate of the goodwill impairment charge, unusual items in the fourth quarter will include other restructuring and impairment charges in both the U.S. and international operations. A reconciliation of these estimates to the company’s estimates of earnings per diluted share attributable to Acxiom stockholders presented in accordance with generally accepted accounting principles is attached to this press release.

The company will hold a conference call at 8:00 a.m. CDT today to further discuss this information. Interested parties are invited to listen to the call, which will be broadcast via the Internet at www.acxiom.com.

About Acxiom

Acxiom is a recognized leader in marketing services and technology that enable marketers to successfully manage audiences, personalize consumer experiences and create profitable customer relationships. Our superior industry-focused, consultative approach combines consumer data and analytics, databases, data integration and consulting solutions for personalized, multichannel marketing strategies. Acxiom leverages over 40 years of experience in data management to deliver high-performance, highly secure, reliable information management services. Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, USA, and serves clients around the world from locations in the United States, Europe, Asia-Pacific, the Middle East and South America. For more information about Acxiom, visit Acxiom.com.

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Forward-Looking Statements

This release may contain forward-looking statements including, without limitation, statements regarding the range of a write-down of the carrying value of certain assets and of impairment charges and restructuring costs and the ranges of revenue and earnings per share attributable to Acxiom stockholders for the fourth quarter and fiscal year ending March 31, 2011. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. The following are factors, among others, that could cause actual results to differ materially from these forward-looking statements:  the possibility that certain contracts may not generate the anticipated revenue or profitability or may not be closed within the anticipated time frames; the possibility that significant customers may experience extreme, severe economic difficulty or otherwise reduce the amount of business they do with us; the possibility that we will not successfully complete customer contract requirements on time or meet the service levels specified in the contracts, which may result in contract penalties or lost revenue; the possibility that we may not be able to attract, retain or motivate qualified technical, sales and leadership associates, or that we may lose key associates to other organizations; the possibility that we will not be able to continue to receive credit upon satisfactory terms and conditions; the possibility that negative changes in economic conditions in general or other conditions might lead to a reduction in demand for our products and services; the possibility that there will be changes in consumer or business information industries and markets that negatively impact the company; the possibility that the historical seasonality of our business may change; the possibility that we will not be able to achieve cost reductions and avoid unanticipated costs; the possibility that the fair value of certain of our assets may not be equal to the carrying value of those assets now or in future time periods; the possibility that changes in accounting pronouncements may occur and may impact these forward-looking statements; the possibility that we may encounter difficulties when entering new markets or industries; and other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, including our current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, particularly the discussion under the caption “Item 1A, RISK FACTORS” in our Annual Report on Form 10-K for the year ended March 31, 2010, which was filed with the Securities and Exchange Commission on May 26, 2010.

With respect to the provision of products or services outside our primary base of operations in the United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.

We undertake no obligation to update the information contained in this press release or any other forward-looking statement.

Acxiom is a registered trademark of Acxiom Corporation.

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ACXIOM CORPORATION AND SUBSIDIARIES
CALCULATION OF EARNINGS PER DILUTED SHARE ATTRIBUTABLE TO ACXIOM STOCKHOLDERS EXCLUDING UNUSUAL ITEMS AND RECONCILIATION TO EARNINGS PER DILUTED SHARE ATTRIBUTABLE TO ACXIOM STOCKHOLDERS PRESENTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
The press release to which this reconciliation is attached includes the company’s estimates of earnings per diluted share attributable to Acxiom stockholders excluding unusual items, which are not presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The company’s management believes that earnings per diluted share attributable to Acxiom stockholders excluding unusual items is a useful measure in understanding the impact of unusual items on the company’s operations. The company’s estimates of earnings per diluted share attributable to Acxiom stockholders excluding unusual items may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance presented in accordance with GAAP.
(Unaudited)
(Dollars in thousands, except earnings per share)
	Estimate						Estimate
	For the quarter ending March 31, 2011						For the year ending March 31, 2011
	Low			High			Low			High
Earnings (loss) before income taxes		(75,500	)		(29,500	)		(10,342	)		35,658
Unusual items		100,400			60,400			96,760			56,760
Earnings before income taxes and unusual items		24,900			30,900			86,418			92,418
Earnings (loss) before income taxes		(75,500	)		(29,500	)		(10,342	)		35,658
Income taxes		8,182			10,762			30,793			33,373
Net earnings (loss)		(83,682	)		(40,262	)		(41,135	)		2,285
Less: Net earnings attributable to noncontrolling interest		(500	)		(500	)		(1,862	)		(1,862	)
Net earnings (loss) attributable to Acxiom		(83,182	)		(39,762	)		(39,273	)		4,147
Earnings (loss) per share attributable to Acxiom stockholders:
Basic		(1.03	)		(0.49	)		(0.49	)		0.05
Diluted		(1.03	)		(0.49	)		(0.49	)		0.05
Unusual items:
International goodwill impairment		90,000			50,000			90,000			50,000
Other restructuring and impairment costs		10,400			10,400			6,760			6,760
Total unusual items		100,400			60,400			96,760			56,760
Earnings before income taxes
and excluding unusual items		24,900			30,900			86,418			92,418
Income taxes		10,678			13,258			35,257			37,837
Non-GAAP net earnings		14,222			17,642			51,161			54,581
Less: Net earnings attributable to noncontrolling interest		(500	)		(500	)		(1,862	)		(1,862	)
Non-GAAP Net earnings (loss) attributable to Acxiom		14,722			18,142			53,023			56,443
Non-GAAP earnings per share attributable to Acxiom Stockholders:
Basic		0.18			0.23			0.66			0.70
Diluted		0.18			0.22			0.65			0.69

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EX-10.1

EXHIBIT 10.1

TRANSITION AGREEMENT

This Transition Agreement (the “Agreement”) is made and entered into effective as of March 28, 2011 (the “Effective Date”) by and between Acxiom Corporation, Inc., a Delaware corporation (“Acxiom”) and John A. Meyer (“Employee”). Acxiom and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WITNESSETH:

WHEREAS, Acxiom and Employee are parties to an Employment Agreement dated as of January 14, 2008 (the “Employment Agreement”) and an Amended and Restated Employment Agreement, dated as of November 15, 2010 (the “Amended Employment Agreement”), which was to fully supersede the Employment Agreement on May 16, 2011;

WHEREAS, Acxiom and Employee mutually agree that effective as of the Effective Date, (1) Employee has resigned from serving as the Chief Executive Officer and President of Acxiom and (2) that Employee’s employment pursuant to the Employment Agreement was terminated concurrently with such resignation;

WHEREAS, as a consequence of the matters described in the immediately preceding recital, Employee’s employment pursuant to the Amended Employment Agreement will not commence;

WHEREAS, Acxiom desires Employee to remain employed by Acxiom from and after the Effective Date as a non-executive associate to perform certain transition services for Acxiom as set forth in this Agreement (the “Transition Services”); and

WHEREAS, the Parties wish to set forth their respective rights and obligations in connection with the foregoing.

NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter expressed, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

SECTION 1.

EMPLOYMENT; DUTIES AND RESPONSIBILITIES

1.1Transition Services. During the term of this Agreement, Acxiom hereby employs Employee, and Employee hereby accepts employment with Acxiom, to provide consulting services to effect the orderly transition of his former duties and responsibilities with Acxiom. In such capacity, Employee shall have the title “Consultant” and report to the Board of Directors of Acxiom or its designee. For the avoidance of doubt, provided that Employee complies with the terms of this Agreement and the Employment Agreement, Employee will be deemed to have been continuously employed as an associate of Acxiom from February 4, 2008 through the last day of the Term of this Agreement for purposes of vesting with respect to Employee’s currently outstanding grant of 188,565 restricted stock units granted on May 22, 2008 (the “2008 RSUs”). Employee hereby confirms that he has irrevocably waived the right to any further vesting of all other equity awards outstanding as of the date hereof and any other benefits, and acknowledes and agrees that no vesting of any such other equity awards shall occur from and after the Effective Date.

1.2Time Commitment. During the Term of this Agreement, Employee agrees to make himself available for up to twenty five (25) hours per week, upon the reasonable request of Acxiom pursuant to reasonable advance notice, to provide the Transition Services; provided, however, that the aggregate number of hours Employee may work pursuant to this Agreement shall not exceed two hundred fifty (250) hours. Employee shall maintain records with respect to the time spent in the performance of Employee’s duties and responsibilities hereunder and shall submit such records to Acxiom as reasonably requested.

1.3Compliance with Law and Standards. Employee shall at all times comply with all applicable laws, rules and regulations of any and all governmental authorities and the applicable standards, bylaws, rules, compliance programs, policies and procedures of Acxiom of which Employee has knowledge (including any policies that apply only to executives, notwithstanding the fact that Employee’s employment hereunder is in a non-executive capacity). Employee further agrees that Employee will not engage in any conduct which, in the reasonable determination of Acxiom, adversely affects the image or business of Acxiom or would impair in any material respect Employee’s ability to carry out Employee’s duties hereunder except as otherwise required by a court, law, governmental agency or regulation.

1.4Ownership of Developments; Trade Secrets of Others. All copyrights, patents, trade secrets, or other intellectual property rights associated with any idea, concepts, techniques, inventions, processes, or works of authorship developed or created by Employee during the course of his work for Acxiom or its clients, including past employment and with respect to the services to be provided hereunder (collectively, the “Work Product”), will belong exclusively to Acxiom and will, to the extent possible, be considered a work made by Employee for hire for Acxiom within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made by Employee for hire for Acxiom, Employee agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest Employee may have in such Work Product. Upon the request of Acxiom, Employee will take further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. Employee represents that he is not bound by, and covenants that he will not enter into, any agreements, either written or oral, which are in conflict with this Agreement. For purposes of this Section 1.5, the term “Acxiom” also will include any existing or future affiliates of Acxiom.

SECTION 2.

COMPENSATION

2.1Compensation.

2.1.1During the Term of this Agreement, in consideration of Employee’s agreement to provide the Transition Services to Acxiom, Acxiom will pay employee at an hourly rate of Five Hundred Dollars ($500) per hour worked, payable periodically at regular payroll intervals in accordance with Acxiom’s payroll policies as in effect from time to time. Employee shall not be entitled to receive new awards under Acxiom’s bonus, long term incentive or equity compensation plans. Employee shall not accrue any vacation or paid time off during the Term of this Agreement.

2.1.2Employee acknowledges that, except as expressly provided in this Agreement, Employee will not receive nor is he entitled to any additional compensation, severance or benefits (other than amounts due under the Employment Agreement and any equity-based awards vested prior to the Effective Date, according to and subject to any limitations under their respective terms (including, without limitation, Section 9(l) of the Employment Agreement)) after the Effective Date.

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2.2Expenses. Acxiom will reimburse Employee for actual travel and other expenses reasonably incurred in connection with performance of the Transition Services, provided that such expenses are supported by documentation that complies with Acxiom’s travel and expense policies (the “Eligible Expenses”). Parties hereby acknowledge and agree that Employee must submit all documentation regarding any Eligible Expenses by November 30, 2011 in order for such Eligible Expenses to be reimbursed under this Section 2.2 and Acxiom shall reimburse such Eligible Expenses by December 31, 2011.

SECTION 3.

LIMITATION OF LIABILITY

3.1To the fullest extent permissible under applicable law, neither Party shall have any liability to the other in connection with the performance of the Transition Services under this Agreement except in connection with breaches of the express terms of this Agreement or actions or omissions that constitute bad faith, gross negligence or willful misconduct.

SECTION 4.

TERM AND TERMINATION

4.1Term. The term (the “Term”) of this Agreement shall begin on the Effective Date and shall end on September 28, 2011, unless earlier terminated pursuant to the terms hereof (such date that the Term ends or is terminated, the “Termination Date”).

4.2Termination by Acxiom for Cause. Acxiom may terminate this Agreement at any time upon the occurrence of any of the following: (i) the willful failure by Employee to substantially perform his duties or follow the reasonable and lawful instructions of the Board of Directors of Acxiom; provided, that Employee will be allowed to cure such failure within thirty (30) days of delivery to Employee by Acxiom of written demand for performance, which such written demand will specifically identify the manner in which Acxiom believes he has not substantially performed his duties; (ii) the engaging by Employee in willful misconduct that is materially injurious to Acxiom, monetarily or otherwise; or (iii) Employee fails to deliver or revokes the release required to be delivered by Employee upon termination as Chief Executive Officer pursuant to Section 9(e) of the Employment Agreement.

4.3Release. In consideration of the Company’s willingness to enter into this Agreement and the payment of compensation for the Transition Services, Employee agrees to execute and deliver, within 21 days of the Termination Date, a general release in the form attached as Exhibit A.

SECTION 5.

CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION

5.1Confidentiality, Non-competition, Non-solicitation: Employee acknowledges that he will comply with the provisions set forth in Section 12 of the Employment Agreement, which remain in full force and effect

5.2Recovery. In addition to other remedies described in this Agreement or the Employment Agreement, in the event of a breach by Employee of any of the provisions of Section 12 of the Employment Agreement, then the Company may recover all of the 2008 RSUs. In the event of any such recovery, Employee shall return to the Company the equity received upon the vesting of the 2008 RSUs (provided, however, that if Employee no longer holds such equity, Employee shall pay to the Company the fair market value of the equity on the date of the breach). Any such payment shall be made in such manner and on such terms and conditions as may be required by the Company. The Company shall be entitled to set off against the amount of any such payment any amounts otherwise owed to Employee by the Company.

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SECTION 6.

GENERAL PROVISIONS

6.1Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Arkansas, without regard to its conflict of laws principle.

6.2Jurisdiction and Venue. This Agreement will be deemed performable by all Parties in, and venue will exclusively be in, the state or federal courts located in the State of Arkansas. Employee and Acxiom hereby consent to the personal jurisdiction of these courts and waive any objections that such venue is objectionable or improper.

6.3Waiver of Breach. The waiver by a Party of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof by that Party.

6.4Severability. The invalidity or unenforceability of any provision of this Agreement will not effect the validity or enforceability of any other provision.

6.5Entire Agreement: Amendments. This Agreement forms the entire agreement of the Parties and supersedes any prior agreements between them with respect to the subject matter hereof.

6.6Amendment, Modification or Waiver. No provision of this Agreement may be amended or waived, unless such amendment or waiver is agreed to in writing, signed by Employee and by a duly authorized officer of Acxiom. No waiver by any Party hereto of any breach by another Party hereto of any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

6.7Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors and their permitted assigns; provided that Employee shall not assign his rights, duties or obligations hereunder.

6.8Notice. Any notice to be given hereunder will be in writing and will be deemed given when delivered personally, sent by courier or facsimile or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice hereunder in writing:

To Employee at:	John Meyer 6211 West Northwest Highway #704 Dallas, Texas 75225 Facsimile: (214) 368-4203
With a copy to:	Michael A. Saslaw Weil, Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, Texas 75201-7830 Facsimile: (214) 746-7777

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To Acxiom at:	Acxiom Corporation 601 East Third Street Little Rock, Arkansas 72201 Attention: General Counsel Facsimile: (501) 252-0303
With a copy to:	J. Allen Overby Bass, Berry & Sims PLC 150 Third Avenue South, Suite 2800 Nashville, Tennessee 37201 Facsimile: (615) 742-2711

6.9Withholding. All payments to Employee under this Agreement will be reduced by all applicable withholding required by federal, state or local law.

6.10Survival. The provisions of Section 1.3, Section 5.1, and Sections 6.1 through 6.11 hereof shall survive the termination for any reason or expiration of this Agreement for the period described or referenced in each such Section or, if no period is described or referenced in such Section, indefinitely.

6.11Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

6.12Section 409A. By accepting this Agreement, Employee hereby agrees and acknowledges that Acxiom does not make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to Employee hereunder. Further, by the acceptance of this Agreement, Employee acknowledges that (i) Employee has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Employee hereunder, (ii) Employee retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to Employee hereunder and (iii) Acxiom shall not indemnify or otherwise compensate Employee for any violation of Section 409A of the Code that my occur in connection with this Agreement. The Parties agree that, to the extent applicable, this Agreement and the Employment Agreement shall be interpreted and administered in accordance with Section 409A of the Code and that the Parties will cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to comply with Section 409A of the Code.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

ACXIOM CORPORATION

By:              /s/ Jerry D. Gramaglia                                                                

Name:         Jerry D. Gramaglia                                                      

Title:           Interim CEO & President                                                      

Date:           March 28, 2011                                                                

EMPLOYEE

        /s/ John A. Meyer                                                                

John A. Meyer

EXHIBIT A

FORM OF GENERAL RELEASE

This Release (this “Release”), dated as of ________, is made by and among John A. Meyer (“Meyer”) and Acxiom Corporation (the “Company”).

WHEREAS, the parties hereto entered into that certain Transition Agreement dated as of March 28, 2011 (the “Agreement”);

WHEREAS, Meyer’s employment with the Company has been terminated upon the Expiration of the Agreement or in a manner described in Section 4.2 of the Agreement;

WHEREAS, pursuant to Section 4.3 of the Agreement, in consideration of the Company’s willingness to enter into the Agreement and payment of any amounts thereunder, it is an obligation of Meyer that he executes and delivers this Release.

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.   Executive Release. Meyer, ON BEHALF OF HIMSELF, HIS SPOUSE, ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS, ASSIGNS AND ANY TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, THE “MEYER PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its respective predecessors, successors and assigns and its respective past and present stockholders, members, directors, officers, employees, agents, representatives, principals, insurers and attorneys (together the “Company Parties”) from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action, KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT of any kind and every nature whatsoever, and WHETHER OR NOT ACCRUED OR MATURED, which any of them have or may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any claim against the Company Parties based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud (including fraudulent inducement into this Release), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination in Employment Act of 1967, Americans with Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other federal, state or local law relating to employment or discrimination in employment) arising out of or relating to Meyer’s employment by the Company or his services as an officer or employee of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under the Agreement that expressly survive termination of employment, (ii) under the Company’s benefit plans and agreements that expressly survive termination of employment, including without limitation the Company’s equity incentive plans, (iii) in respect of Meyer’s services as an officer or director of the Company or any of its subsidiaries, pursuant to any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws (or like constitutive documents) of the Company or any of its subsidiaries or [(iv) insert at the time of termination a description of any other agreements with the Company that expressly survive Meyer’s termination]. Meyer, ON BEHALF OF HIMSELF AND THE MEYER PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf.

2.   Non-Disparagement. Meyer agrees that, for a period of eighteen (18) months following the date hereof, Meyer shall not, in any communications with the press or other media or any customer, client or supplier of the Company or any of its subsidiaries, make any statement which disparages or is derogatory of the Company or any of its subsidiaries or any of their respective directors or senior officers; provided, however, that this Section 2 shall apply to Meyer only for so long as the Company, its subsidiaries and their respective directors and senior officers refrain from making any such communication which disparages or is derogatory of Meyer.

3.   Acknowledgement of Waiver of Claims under ADEA. Meyer acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 and that this waiver and release is knowing and voluntary. Meyer acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Meyer was already entitled. Meyer further acknowledges that (a) he has been advised that he should consult with an attorney prior to executing this Release, (b) he has been given twenty-one (21) days within which to consider this Release before executing it and (c) he has been given at least seven (7) days following the execution of this Release to revoke this Release.

4.   Acknowledgment. The parties hereto acknowledge that they understand the terms of this Release and that they have executed this Release knowingly and voluntarily. Meyer acknowledges that, in consideration for the covenants and releases contained herein, he will receive benefits and payments described in the Agreement, and that he would not receive such benefits and payments without the execution of this Release.

5.   Severability. All provisions of this Release are intended to be severable. In the event any provision or restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in part, such finding shall in no way affect the validity or enforceability of any other provision of this Release. The parties hereto further agree that any such invalid or unenforceable provision shall be deemed modified so that it shall be enforced to the greatest extent permissible under law, and to the extent that any court or arbitrator of competent jurisdiction determines any restriction herein to be unreasonable in any respect, such court or arbitrator may limit this Release to render it reasonable in the light of the circumstances in which it was entered into and specifically enforce this Release as limited.

6.   Specific Performance. If a court of competent jurisdiction determines that Meyer has breached or failed to perform any part of this Release, Meyer agrees that the Company will be entitled to seek injunctive relief to enforce this Release.

7.   Governing Law. This Release shall be governed by and construed in accordance with the laws of the State of Arkansas without reference to principles of conflict of laws.

8.   Jurisdiction and Venue. This Release will be deemed performable by all parties in, and venue will exclusively be in the state and federal courts located in, the State of Arkansas. Meyer hereby consents to the personal jurisdiction of these courts and waives any objection that such venue in objectionable or improper.

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IN WITNESS WHEREOF, Meyer has hereunto set his hands, as of the day and year first above written.

_________________________________

John A. Meyer, individually

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