Exhibit 10.2


 


 


 


May 14, 2012


 


 


 




Mr. Todd Macomber


c/o 405 114th Avenue SE

Third Floor

Bellevue, WA 98004


 


		Re:	Employment Agreement



 


Dear Todd:


 


Radiant Logistics,
Inc. (the "Company") is pleased to confirm your conditions of employment with the Company as follows:


 


1.  Position
and Commencement Date.  As the Company’s Senior Vice President and Chief Financial Officer, you will perform
duties consistent with the position as well as such other duties as may be assigned to you from time to time by the CEO of the
Company, to whom you will directly report.  Your position will be in the Bellevue, Washington office of the Company.


 


2.  Payable
Compensation.  You will be employed at a base annual salary of $200,000, payable, subject to applicable tax withholdings
and otherwise in accordance with payroll practices adopted by the Company from time to time.  Your base salary will be
evaluated for adjustment on an annual basis.  In addition to your base salary, you will be eligible to participate in
the Company’s 2005 Stock Incentive Plan. ("Stock Incentive Plan") and the Company's annual incentive compensation
program as set forth in this Agreement:


 


3.  Discretionary
Bonus Arrangement.   The amount of your bonus, if any, will be determined in the sole discretion of the Company,
with a target of 35% of your base compensation if all individual and Company management business objectives are achieved.  The
bonus would be based upon management's subjective view of a combination of (i) your individual contribution to the Company and
(ii) the overall performance of the Company.  This bonus may be paid in cash, Company stock or options in Company common
stock at the discretion of the Company.


 


4.  Stock
Incentive Program.  As an existing employee you have been granted equity pursuant to the Company’s Stock
Incentive Plan. The terms of these equity grants will not change from those set out when granted.  Additional equity
may be awarded from time to time at the sole discretion of the Company.


 






    	 



    	 



    
 


 


5.  Benefits.  As
an employee of the Company, you will also be eligible to participate in such life insurance, hospitalization, major medical and
other health and other benefits generally offered by the Company to its employees in your general job classification level.  This
presently includes participation in the Company's medical and dental insurance plans, however, these benefit programs are subject
to termination or modification from time-to-time.  You will also be eligible for a car allowance benefit and to participate
in the Company’s 401K plan, subject to its terms.


 


6.  Vacations
and Holidays.  You will be entitled to receive at least 2 weeks of paid vacation in each calendar year, to be
taken in accordance with company policies and at times that do not unreasonably interfere with the performance of your duties as
assigned.


 


7.  Expenses.  You
will be reimbursed for all reasonable expenses incurred by you in furtherance of your position with the Company, including travel
and entertainment expense, upon submission of the appropriate documentation.


 


8.  Employee-at-Will.  This
offer does not guarantee continued employment for any specified period of time, nor does it require that a dismissal be based on
"cause."  Your employment and compensation with the Company are "at will" in that they can be terminated
with or without cause, and with or without notice, at any time, at the option of either the Company or yourself, except as provided
by law.  The terms of this offer letter, therefore, do not and are not intended to create either an express and/or implied
contract of employment with the Company.  No manager or representative of the Company, other than an authorized senior
executive officer has the authority to enter into any agreement for employment for any specified period of time or to make any
agreement or contract to the foregoing, and any promises to the contrary may only be relied upon by you if they are in writing
and signed by an authorized senior executive officer.


 


9.  Severance.  Should
your employment be terminated as a result of:  (i) your death; (ii) an illness or disability that the Company, in its
sole discretion, determines prevents you from carrying out your employment duties; (iii) by the Company for no cause, i.e.,
if the termination was not a result of any misconduct on your part, then you will be entitled to receive severance payments from
the Company in the form of salary continuation at your base salary level prior to such termination, plus a continuation of the
basic health and medical benefits to which you were entitled at the time of such termination during the period of such severance
payments.  The severance payments shall continue for a period of 6 months from the date of your termination under this
Section.  However, should your employment be terminated by the Company for no cause or by you for Good Reason (as hereinafter
defined), either of which occur within nine months following a Change of Control, then:  (i) the severance payments will
continue instead for a period of 12 months from the date of your termination under this Section; and (ii) the vesting of any and
all Stock Options or other such grants or awards shall be deemed to have been accelerated as of the date of such termination to
include the period for which such severance payments shall cover (i.e., for a period of 12 months of service).  “Good
Reason” for purposes of this offer letter is (i) a breach of this offer letter by the Company; or (ii) a reduction in your
salary without your consent, unless any such reduction is otherwise part of an overall reduction in executive compensation experienced
on a pro rata basis by other similarly situated senior vice presidents of the Company. Notwithstanding the foregoing, Good Reason
shall not be deemed to exist unless and until you have given the Company thirty (30) days' written notice and an opportunity to
cure.   In the event of a conflict between the terms and conditions of the stock option
and this offer letter, the terms and conditions of this offer letter shall prevail. As a condition to the receipt of any
severance payments from the Company, you shall be required to execute a separation agreement that shall include the broadest form
of a waiver and release of all claims against the Company.  For the purposes of this Section, a "Change of Control"
shall be deemed to occur if there occurs a sale, exchange, transfer or other disposition of substantially all of the assets of
the Company to another entity, except to an entity controlled directly or indirectly by the Company, or a merger, consolidation
or other reorganization of the Company in which the Company is not the surviving entity, or a plan of liquidation or dissolution
of the Company other than pursuant to bankruptcy or insolvency laws.


 






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Should your employment
be terminated as a result of:  (i) your voluntary resignation; or (ii) by the Company as a result of actions taken, or
omissions to act, by you that the Company, in its sole discretion, determines as misconduct by you, then the Company's only obligation
shall be to pay you such portion of your base salary as may be accrued but unpaid on the date of termination.


 


10.  Indemnification.  In
addition, the Company shall indemnify and defend you and your heirs, executors and administrators against any costs or expense
(including reasonable attorneys' fees and amounts paid in settlement, if such settlement is approved by the Company), fine, penalty,
judgment and liability reasonably incurred by or imposed upon you in connection with any action, suit or proceeding, civil or criminal,
to which you may be made a party or with which you shall be threatened, by reason of your being or having been an officer or director,
unless with respect to such matter you shall have been adjudicated in any proceeding not to have acted in good faith or in the
reasonable belief that the action was in the best interests of the Company, or unless such indemnification is precluded by law,
public policy, or in the judgment of the Company's Board of Directors, such indemnification is being sought as a result of your
actions which were either:  (i) grossly negligent; (ii) reflective of your misconduct; (iii) in violation of rules, regulations
or laws applicable to the Company; or (iv) in disregard of Company's policies.


 


11.  Full-Time
Position.  You agree that your employment hereunder will be full time, to the exclusion of any other employment
that would impede your full-time duties hereunder, and you further agree during working hours to devote your full and undivided
time, energy, knowledge, skill and ability exclusively to the operation, transactions, and development of the Company's interests
unless otherwise agreed in writing.  You will conscientiously and diligently perform all required acts and duties to
the best of your ability, and in a manner satisfactory to the Company.  You will faithfully discharge all responsibilities
and duties entrusted to you.


 






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12.  Confidentiality,
Non-Competition and Non-Solicitation.  In recognition of the matter of trust and fiduciary capacity in which
you will be employed by the Company, you will be expected, during your term of employment and thereafter, not to disclose to any
third party any "Confidential Information" you receive relative to the Company.  For this purpose, the term
Confidential Information includes information relative to the Company's method of operations, customer base, strategies and objectives,
pricing information, financial information, proprietary or licensed data, identity of vendors utilized by the Company, computer
programs, system documentation, product offerings, software or hardware, manuals, formulae, processes, methods, inventions or other
information or materials relating to the Company's affairs that are not otherwise publicly available.  You also acknowledge
that such Confidential Information constitutes a major asset of the Company, and that the use, misappropriation or disclosure of
Confidential Information would constitute a breach of trust and could cause irreparable injury to the Company and that it is essential
for the protection of the Company's goodwill and maintenance of the Company's competitive position that the Confidential Information
be kept secret and that you neither disclose the Confidential Information to others nor use the Confidential Information to your
own advantage or to the advantage of others.  In addition, you shall not:  (i) engage in any activities that
may be viewed as competitive with the Company during your employment and any period in which severance payments are made or offered
to you (which in the case of a lump sum payment, includes any period of salary continuation over which the payment was to have
related) and (ii) for a period of 12 months following employment, directly or indirectly, solicit any business from, or relationships
with, any past, present or prospective employees, customers or suppliers of the Company.


 


13.  Code
Section 409A.


 


(a)  This
Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Payments
of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder)
may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section
409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.
All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section
409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time
specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during
a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year,
(iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year
in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange
for another benefit.


 


(b)  To the
extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of
Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service
until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month
anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under
Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service.  Any
payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject
to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence.


 






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(c)  Any
payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of
the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment
relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such
term is defined in Treas. Reg. Section 1.409A-1(h).


 


(d)  The
preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to
the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement
by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or
interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such
other plan, program or agreement as an amount includible in gross income under Code Section 409A.


 


14.  Developments.  You
acknowledge that the Company will be the sole owner of all the results and products of your work efforts, including all written,
audio and/or visual materials relating to the Company's business (collectively, the "Developments") that you develop
or create during the term of your employment, either alone or with others and whether or not during normal business hours.  You
acknowledge that all copyrightable Developments will be considered works "made for hire" or commissioned works under
the Federal Copyright Act.  You hereby assign all such Developments to the Company, and agree that you will execute or
cooperate with the Company in any copyright or patent applications, and do all other acts, as the Company reasonably deems necessary
to establish, protect, enforce or defend the Company's right, title and interest in such Developments.


 


15.  Injunctive
Relief.  You acknowledge that irreparable injury or damage shall result to the Company in the event of a breach
or threatened breach by you of Sections 12 or 14 of this offer letter and that the Company shall be entitled to an injunction restraining
you from engaging in any activity constituting such breach or threatened breach.  Nothing contained herein shall be construed
as prohibiting the Company from pursuing any other remedies available to the Company at law or in equity for breach or threatened
breach of Sections 12 or 14 of this offer letter, including but not limited to, the recovery of damages from you and, the termination
of your employment with the Company for cause in accordance with the terms and provisions of this offer letter.


 


16.  Validity.  If
any provision, or portion thereof, of this offer letter is deemed by a court of competent jurisdiction to be unenforceable, illegal
or in conflict with any federal, state or local law, the validity of the remaining terms and provisions of this offer letter shall
continue to exist and remain in full force and effect.


 


17.  No
Prior Agreements.  In order to induce the Company to offer you this position of employment, you are hereby confirming
for us that you are not a party to or otherwise subject to or bound by the terms of any contract, agreement or understanding that
in any manner would limit or otherwise affect your ability to perform your obligations hereunder.  You further represent
and warrant that your employment by the Company would not under any circumstances require you to disclose or use any Confidential
Information belonging to any third parties, or to engage in any conduct which may potentially interfere with contractual, statutory
or common-law rights of third parties.


 






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18.  Entire
Agreement.  Except as set forth in this offer letter regarding previously granted stock options, the terms of
this offer letter constitute the complete and exclusive agreement among the parties and supersedes all proposals, oral and written,
and other communications between the parties relating to the subject matter hereof.


 


19.  Governing
Law.  This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington.  Any
dispute arising between the parties relating in any manner to this Agreement shall be brought in a federal or state court located
in Seattle, Washington.


 


20.  Counterparts.  This
offer of employment may be executed in one or more counterparts, each of which shall be deemed an original but which together shall
constitute the same instrument.  Each party agrees to be bound by its own telecopy or facsimile signature, and agrees
that it accepts the telecopy or facsimile signature of the other party hereto.


 


If you agree to accept
the terms of this offer of employment, would you kindly sign this letter and return it to us by no later than your start date.


 








 


	 	RADIANT LOGISTICS, INC.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Bohn Crain	 
	 	 	Chief Executive Officer	 


 


 


ACKNOWLEDGED AND ACCEPTED BY:


 


 


	/s/ Todd Macomber	 	Date:	May  14, 2012	 
	Todd Macomber	 	 	 	 


 






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