On November 16, 2012, the Compensation Committee of the Board of Directors of MusclePharm Corporation (the "Company") granted restricted stock unit awards (the "Awards") to two of the Company's named executive officers. Each Award was granted subject to the terms and conditions of a restricted stock unit agreement (the "RSU Agreement"), in the form attached hereto as Exhibit 10.1, which provides that each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company. Each Award vests one-third on each of January 1, 2013, January 1, 2014 and December 1, 2014, subject to continued employment by the recipient with the Company. The Awards are subject to any compensatory recovery policy of the Company in effect at the time of each vesting date. The Awards granted to the two named executive officers are set forth below.

      Name                           Position                      Restricted Stock Units (#)

                   Executive Vice President - Chief Operating
John H. Bluher     Officer                                                          60,000,000
L. Gary Davis      Chief Financial Officer                                          50,000,000

The foregoing description of the RSU Agreement is qualified in its entirety by reference to the full text of the form of RSU Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

(d) Exhibits:

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No. Description
10.1 Form of Restricted Stock Unit Agreement.