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CMKG > SEC Filings for CMKG > Form 8-K on 30-Dec-2008All Recent SEC Filings

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Form 8-K for 'MKTG, INC.'


30-Dec-2008

Change in Directors or Principal Officers, Financial Statements and Exhibits


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

Effective December 22, 2008, Charles W. Horsey was appointed to serve as the Chief Operating Officer of 'mktg, inc.' (the "Company"). Mr. Horsey, 40, originally joined the Company as an Executive Vice President on June 30, 2008 upon the Company's acquisition of 3 For All Partners, LLC d/b/a mktgpartners ("mktgpartners"). Mr. Horsey helped found mktgpartners in 2003 and served as its Chief Executive Officer from January 2007 until it was acquired by the Company. Under Mr. Horsey's leadership, mktgpartners' revenues grew to more than $14 million in 2007 in only its fourth full year of operation. Previously, from 1992 until co-founding mktgpartners, Mr. Horsey held various positions in the Contemporary Marketing division of Clear Channel Communications, Inc., culminating with his appointment as Chief Executive Officer of that division. In that latter capacity, Mr. Horsey integrated and was responsible for offices in New York, Atlanta, Charlotte and San Francisco, and oversaw significant growth.

As previously reported, the assets of 3 For All Partners, LLC were acquired by the Company for consideration consisting of $3.25 million in cash and 332,226 shares of the Company's Common Stock. In connection with the acquisition, Mr. Horsey entered into a three-year Employment Agreement with the Company providing for an annual base salary of $266,106, the issuance to Mr. Horsey of 69,767 shares of restricted Common Stock of the Company vesting over a five-year period, and eligibility to receive an annual bonus targeted at 40% of base salary. In addition, pursuant to the Employment Agreement, in the event that Mr. Horsey's employment is terminated by the Company without "Cause" or by Mr. Horsey for "Good Reason", Mr. Horsey will be entitled to six months severance pay.

In connection with his appointment as the Company's Chief Operating Officer, the Company entered into an Amendment to Employment Agreement with Mr. Horsey under which Mr. Horsey's base salary was increased to $330,000 per annum and he was awarded 100,000 shares of restricted Common Stock. Such shares vest in tranches upon the achievement of operating milestones related to increases in the Company's operating income, and are also subject to vesting on the five-year anniversary following Mr. Horsey's appointment and in the event of his termination without "Cause" within 18 months following a change in control of the Company. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the actual text of a Restricted Stock Agreement between the Company and Mr. Horsey which has been filed as an Exhibit to this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1    Employment Agreement, dated June 30, 2008, between the Company and
                Charles Horsey

Exhibit 10.2    Amendment to Employment Agreement, dated December 22, 2008,
                between the Company and Charles Horsey

Exhibit 10.3    Restricted Stock Agreement, dated December 22, 2008, between the
                Company and Charles Horsey


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