**Exhibit 10.1**

**RESTRICTED STOCK AGREEMENT**

**PURSUANT TO THE**

**MOTRICITY, INC. 2010 LONG-TERM INCENTIVE PLAN**

**NON-EMPLOYEE DIRECTOR GRANT**

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**Participant:**                            ****

**Grant Date:                            **

**Number of Shares of**

**Restricted Stockgranted:                             **

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THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into byand between Motricity, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Motricity, Inc. 2010 Long-Term Incentive Plan, as in effect and as amended from time totime (the “Plan”), which is administered by the Committee; and 

WHEREAS, it has been determined under thePlan that it would be in the best interests of the Company to grant the shares of restricted stock provided for herein to the Participant. 

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuableconsideration, the parties hereto hereby mutually covenant and agree as follows: 

1.    **Incorporation By Reference; Plan Document Receipt.** This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to timeunless such amendments are expressly intended not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalizedterm not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands itscontent. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. 

2.     **Grant of Restricted Stock Award.** The Company hereby grants to the Participant, as of the GrantDate specified above, the number of shares of restricted stock specified above (“Restricted Stock”). Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides,or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. Subject to Section 5, the Participant shall not have the rights of a stockholderin respect of the shares underlying this Award until such shares are delivered to the Participant in accordance with Section 4. 

3.     **Vesting**. 

(a) The Restricted Stock subject to this grant shall become unrestricted and vested as follows:**[—****]**, subject to accelerated vesting as provided herein. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only onthe appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date. Notwithstanding anything to the contrary herein, in the event of a Change in Control, thenall Restricted Stock shall become unrestricted and vested. 

(b) Effect of Detrimental Activity. The provisions ofSection 8.1 of the Plan regarding Detrimental Activity shall apply to the Restricted Stock. 

(c) Forfeiture. Allunvested shares of Restricted Stock shall be immediately forfeited upon the Participant’s Termination for any reason. 

4.     **Period of Restriction; Delivery of Unrestricted Shares.** When shares of Restricted Stock awardedby this Agreement become vested, the Participant shall be entitled to receive unrestricted shares and if the Participant’s stock certificates contain legends restricting the transfer of such shares, the Participant shall be entitled to receivenew stock certificates free of such legends (except any legends requiring compliance with securities laws). 

5.     **Dividends and Other Distributions.**Participants holding Restricted Stock shall be entitled toreceive all dividends and other distributions paid with respect to such shares, provided that any such dividends or other distributions will be subject to the same vesting requirements as the underlying Restricted Stock and shall be paid at the timethe Restricted Stock becomes vested pursuant to Section 3. If any dividends or distributions are paid in shares, the shares shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitabilityas the Restricted Stock with respect to which they were paid. 

6.     **Director OwnershipRepresentation; Restrictions.** The Participant hereby agrees: (i) to own, within five (5) years of the Grant Date, shares of Common Stock equal in value to at least four times (4x) the Participant’s annual cash retainer(determined as of the last day of the fifth (5th) year following the Grant Date and excluding any retainer paid for Participant’s service as a chairperson or member of the Audit, Compensation or Governance and Nominating Committees of theBoard); and (ii) that the Participant shall not be permitted to pledge shares of Common Stock or any equity award denominated in shares of the Company’s capital stock as collateral for investment purposes or otherwise. For purposes of thisSection, ownership shall include all shares of Common Stock deemed “beneficially owned” (as defined in Rule 13d-3(d) of the Securities Exchange Act of 1934 without regard to vesting) by the Participant and shares transferred for estateplanning purposes or pursuant to a court order. Compliance will be evaluated on a twice-per-year basis, as of June 30 and December 31 of each year, and not on a running basis. Failure of the Participant to achieve the ownership guidelines

 

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within the timelines hereunder will result, in the sole discretion of the Committee, in forfeiture of the shares of Restricted Stock awarded by this Agreement; provided, however, thisSection 6 shall not apply if the Participant is no longer an active director, employee or consultant of the Company. When calculating the number of shares of Common Stock that a Participant is required to hold hereunder, the Participant’sannual cash retainer will be multiplied by four (4) and then divided by the average closing price for shares of Common Stock over the thirty (30) trading days prior to the date of calculation as set forth above. Notwithstanding theforegoing, the Participant shall be permitted to sell or dispose of the necessary number of shares of Common Stock to pay any state, federal or local tax withholdings arising solely from vesting of the Restricted Stock. 

7.     **Non-transferability.** The shares of Restricted Stock, and any rights and interests with respectthereto, issued under this Agreement and the Plan shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by theParticipant or the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way any of the Restricted Stock, or the levy of any execution, attachment or similarlegal process upon the Restricted Stock, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect. 

8.     **Governing Law**. All questions concerning the construction, validity and interpretation of thisAgreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof. 

9.     **Withholding of Tax.** The Company shall have the power and the right to deduct or withhold, orrequire the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its solediscretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock and, if the Participant fails to do so, the Company may otherwise refuse to issueor transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Any statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or shares of CommonStock otherwise deliverable to the Participant hereunder. 

10.     **Section 83(b).** Ifthe Participant properly elects (as required by Section 83(b) of the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the fair market value ofsuch shares of Restricted Stock, the Participant shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with respect to theRestricted Stock. If the Participant shall fail to make such payment, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of anykind required by law to be withheld with respect to the Restricted Stock, as well as the rights set forth in Section 9. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s, to filetimely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if the Participant elects to utilize such election. 

 

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11.     **Legend.** All certificates representing theRestricted Stock shall have endorsed thereon the legend set forth in Section 8.2(c) of the Plan. Notwithstanding the foregoing, in no event shall the Company be obligated to deliver to the Participant a certificate representing the RestrictedStock prior to the vesting dates set forth above. 

12.     **Securities Representations.** Theshares of Common Stock are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents andwarrants that: 

(a) The Participant has been advised that the Participant may be an “affiliate” within the meaningof Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 12. 

(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the shares of Common Stock must be heldindefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the shares of Common Stock and the Company is underno obligation to register the shares of Common Stock (or to file a “re-offer prospectus”). 

(c) If the Participantis deemed an affiliate within the meaning of Rule 144 of the Act, the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of theCompany, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the shares of Common Stock maybe made only in limited amounts in accordance with such terms and conditions. 

13.     **EntireAgreement; Amendment.** This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whetherwritten or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement mayalso be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoptionthereof. 

14.    **Notices.**Any notice hereunder by the Participant shall be given to theCompany in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed dulygiven only upon receipt thereof at such address as the Participant may have on file with the Company. 

 

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15.     **Acceptance**. As required by Section 8.2 of thePlan, the Participant shall forfeit the Restricted Stock if the Participant does not execute this Agreement with a period of 60 days from the date the Participant receives this Agreement (or such other period as the Committee shall provide).

16.     **No Right to Continued Service.** Any questions as to whether and when there has beena Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminatethe Participant’s service at any time, for any reason and with or without Cause. 

17.    **Transfer of Personal Data**. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary or Affiliate) of any personal data information related to the Restricted Stock awarded underthis Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant. 

18.     **Compliance with Laws.** The issuance of the Restricted Stock or unrestricted shares pursuant tothis Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, asamended, the 1934 Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Restricted Stock or any of the shares pursuant tothis Agreement if any such issuance would violate any such requirements. 

19.    **Section 409A**. Notwithstanding anything herein or in the Plan to the contrary, the shares of Restricted Stock are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited,construed and interpreted in accordance with such intent. 

20.     **Binding Agreement;Assignment.** This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except as provided by Section 7 hereof) any part of thisAgreement without the prior express written consent of the Company. 

21.     **Headings.** Thetitles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement. 

22.     **Counterparts.** This Agreement may be executed in one or more counterparts, each of which shallbe deemed to be an original, but all of which shall constitute one and the same instrument. 

 

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23.     **Further Assurances.** Each party hereto shall do andperform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intentand accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder. Specifically, as a condition to the receipt of unrestricted shares of Common Stock hereunder, the Participant shall(i) execute and deliver a stockholder’s agreement or such other documentation that shall set forth certain restrictions on transferability of the shares of Common Stock acquired hereunder, and such other terms as the Board or Committeeshall from time to time establish for any such time prior to the Company’s capital stock being registered under the Exchange Act and listed for trading on a national securities exchange and (ii) certify, in a manner and a form acceptableto the Company, in its sole discretion, that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity (as determined by theCommittee in its sole discretion). 

24.     **Severability.** The invalidity or unenforceabilityof any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreementin any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. 

25.     **Acquired Rights**. The Participant acknowledges and agrees that: (a) the award of RestrictedStock made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (b) no past grants or awards (including, without limitation, the Restricted Stock awarded hereunder) givethe Participant any right to any grants or awards in the future whatsoever; and (c) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in theevent of severance, redundancy or resignation. 

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**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the datefirst written above. 

 
**MOTRICITY, INC.**By: 
 
Name: 
 
Title: 
 
**PARTICIPANT**
 
Name: