EXHIBIT 10.3


RESTRICTED STOCK AGREEMENT


          RESTRICTED STOCK AGREEMENT (this
“Agreement”) dated as of December 22, 2008 by and between ‘mktg, inc.’ a
Delaware corporation (the “Corporation”), and Charlie
Horsey (the “Employee”). 


W I T N E S S E T H:  


                    WHEREAS, the Board
of Directors (the
“Board”) and Compensation Committee of the Corporation have determined that it
is desirable and in the best interest of the Corporation to grant the Employee
shares of restricted stock under the Corporation’s Amended and Restated 2002
Long-Term Incentive Plan (the “Plan”) and this Agreement as an incentive for
the Employee to advance the interests of the Corporation; and


                    WHEREAS, the
Employee desires to accept
such shares subject to the restrictions and other provisions of this Agreement.


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


                    1.
Grant. Pursuant to the Plan, and subject to the terms and conditions set
forth herein and therein, the Corporation hereby issues to Employee 100,000
shares of Common Stock of the Corporation (the “Shares”). A certificate
representing the Shares shall be issued in the name of the Employee and shall
be escrowed with the Secretary of the Corporation subject to removal of the
restrictions placed thereon or forfeiture pursuant to the terms of this
Agreement. 


                    2.
Dividend, Voting and Other Rights. Except as otherwise provided herein,
from and after the date hereof, the Employee shall have all of the rights of a
stockholder with respect to the Shares, including the right to vote the Shares
and receive any dividends that may be paid thereon; provided, however, that any
additional shares of Common Stock or other securities that the Employee may
become entitled to receive pursuant to a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation, separation or
reorganization or any other change in the capital structure of the Corporation
with respect to any unvested Shares shall be subject to the same restrictions
as such unvested Shares under this Agreement. 


                    3.
Risk of Forfeiture; Vesting. In the event of a Termination of
Association (as defined below) of the Employee for any reason prior to December
1, 2013 (the “Time Vested Date”), all unvested Shares granted hereunder shall
be forfeited to the Corporation, and the Employee shall have no further
interest therein of any kind whatsoever. Subject to the foregoing, the Shares
shall vest as follows:


	
 

	
 


	
 

	
          (i) Performance
  Vesting. For each calendar year commencing with the year ending December
  31, 2009, immediately upon the Corporation’s determination of its Operating
  Income (as defined below) for such calendar year, as evidenced by the
  Corporation’s filing of its income statement for the period ended December 31
  of such year with the Securities and Exchange Commission, to the extent
  Operating Income for such year exceeds 120% or more of Base Year Operating
  Income (as defined below), Employee shall be vested in that number of Shares
  as set forth below, subject to equitable adjustment in the event of any stock
  dividend, stock split or combination of shares: 










	
 

	
 

	
 

	
 

	
 


	
Operating Income as a 

  Percentage of Base Year

  Operating Income

	
 

	
Number of 

  Shares Vested

	
 


	


	
 

	


	
 


	
Less than
  120%

	
 

	
 

	
0

	
 


	
120% or
  greater, but less than 140%

	
 

	
 

	
20,000

	
 


	
140% or
  greater, but less than 160%

	
 

	
 

	
40,000

	
 


	
160% or
  greater, but less than 180%

	
 

	
 

	
60,000

	
 


	
180% or
  greater, but less than 200%

	
 

	
 

	
80,000

	
 


	
200% or
  greater

	
 

	
 

	
100,000

	
 








	
 

	
 


	
 

	
          By
  way of example, if Base Year Operating Income is $3,000,000 and the
  Corporation generates $3,600,000 of Operating Income for the year ended
  December 31, 2009, Employee would be vested in 20,000 Shares. If the
  Corporation generates less than $3,000,000 in the following calendar year,
  Employee would remain vested in 20,000 Shares. If thereafter the Corporation
  generates $4,200,000 of Operating Income in a subsequent calendar year,
  Employee would be vested in an aggregate of 40,000 of the 100,000 Shares
  subject to this Agreement.





          (ii)  Time Vesting. On the Time Vested
Date, Employee shall be vested in one hundred percent (100%) of all Shares that
have not previously vested.


          (iii)  For the purposes of this Section 3, the
following terms shall have the meanings set forth below:


	
 

	
 


	
 

	
          “Acquisition”
  shall mean any acquisition by the Corporation or any of its subsidiaries of
  any business or material amount of assets other than in the ordinary course
  of business, including, without limitation, through a merger or any other
  business combination.


	
 

	
 


	
 

	
          “Base
  Year Operating Income” shall mean the Operating Income of the Corporation for
  the 12-months ended December 31, 2008, as reflected on the income statements
  included in the periodic reports filed by the Corporation with the Securities
  and Exchange Commission, increased or decreased, as applicable, to reflect
  any Acquisition consummated after January 1, 2008 (including, without
  limitation, the Corporation’s June 30, 2008 acquisition of the assets of 3
  For All Partners, LLC) on a pro form basis consistent with GAAP, as if such
  Acquisition had occurred on January 1, 2008. Base Year Operating Income shall
  be adjusted, if necessary, to reflect any restatement of the Corporation’s
  financial statements in any periodic reports filed by the Corporation with
  the Securities and Exchange Commission.


	
 

	
 


	
 

	
          “GAAP”
  means United States generally accepted accounting principles.





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          “Operating
  Income” shall mean, with respect to any calendar year, the operating income
  of the Corporation with respect to such calendar year, as reflected on the
  income statements included in the periodic reports filed by the Corporation
  with the Securities and Exchange Commission, increased or decreased, as
  applicable, to reflect any Acquisition consummated during such calendar year,
  on a pro form basis consistent with GAAP, as if such Acquisition had occurred
  on January 1 of such calendar year.


	
 

	
 


	
 

	
          “Termination
  of Association” shall mean the termination of the relationship between the
  Corporation and the Employee, such that the Employee is no longer an employee
  of the Corporation. In the event of a forfeiture, the certificates
  representing the unvested Shares covered by this Agreement shall be canceled.





                    4.
Accelerated Vesting. 


          (a)
Notwithstanding Section 3 above, in the event a Change in Control (as
hereinafter defined) occurs and, within 18 months following such Change in
Control the Corporation terminates the employment of the Employee for any
reason, the Shares, to the extent not then vested, shall thereupon become
vested and no longer subject to forfeiture


          (b)
In addition, following a Change of Control occurring prior to December 1, 2012,
all then unvested Shares shall begin vesting on an annual basis in equal
installments over the period from the date of such Change of Control through
the Time Vested Date, with the first such installment vesting on the first
December 1 following such Change of Control and the final installment of such
shares vesting on the Time Vested Date.


          (c)
For purposes of this Section 4, “Change in Control” means:


	
 

	
 


	
 

	
               (i)
  Any person (within the meaning of Section 13(d)(3) or 14(d)(2) of the
  Securities Exchange Act of 1934 (the “Exchange Act”)) shall have acquired (by
  any means) the right (x) through the Beneficial Ownership (within the meaning
  of Rule 13d-3 promulgated under the Exchange Act) of any voting securities of
  the Corporation or (y) by contract, agreement or similar understanding or (z)
  any combination of (x) and (y), to elect a majority of the Board; or 


	
 

	
 


	
 

	
               (ii)
  The consummation by the Corporation of a reorganization, merger or
  consolidation or sale or other disposition of all or substantially all of its
  assets (“Corporate Transaction”); excluding, however, such a Corporate
  Transaction pursuant to which (1) all or substantially all of the individuals
  and entities who are the Beneficial Owners, respectively, of the then
  outstanding common stock (“Outstanding Corporation Common Stock”) and of the
  then outstanding common stock entitled to vote generally in the election of
  directors (“Outstanding Corporation Voting Securities”) immediately prior to
  such Corporate Transaction will beneficially own, directly or indirectly,
  more than 50% of, respectively, the outstanding common stock, and the
  combined voting power of the then outstanding common stock entitled to vote
  generally in the election of directors, as the case may be, of the company
  resulting from such Corporate Transaction (including, without limitation, a
  corporation which as a result of such transaction owns the Corporation or all
  or substantially all of the Corporation’s assets either directly or through
  one or more subsidiaries) in substantially the same proportions as their
  ownership, immediately prior to such Corporate Transaction, of the
  Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities,
  as the case may be, and (2) individuals who were immediately prior to the
  effective date of the Corporate Transaction members of the Board will
  constitute at least a majority of the board of directors of the corporation
  resulting from such Corporate Transaction.





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                    5.
Restrictions on Transfer. The Shares may not be sold, exchanged,
assigned, transferred, pledged, encumbered or otherwise disposed of by the
Employee, except to the Corporation, until the Shares have become nonforfeitable
as provided in Sections 3 and 4 hereof. Any purported transfer or encumbrance
in violation of the provisions of this Section 5 shall be void, and the other
party to any such purported transaction shall not obtain any rights to or
interest in such Shares. In addition, Employee hereby confirms that Employee
has been informed that the Shares are restricted securities under the
Securities Act of 1933, as amended (the “Act”), and may not be resold or
transferred unless the Shares are first registered under the federal securities
laws or unless an exemption from such registration is available. Employee
further confirms, and represents and warrants to the Corporation, that he is an
“accredited investor” under the Act.


                    6.
Legend on Shares. Each certificate evidencing Shares shall be
stamped or otherwise imprinted with legends in substantially the following
form:


	
 

	
 


	
 

	
THE TRANSFER
  OF THESE SECURITIES IS SUBJECT TO THE TERMS AND CONDITIONS OF A RESTRICTED
  STOCK AGREEMENT DATED AS OF DECEMBER 22, 2008, BETWEEN ‘MKTG INC.’ AND THE
  HOLDER OF RECORD OF THIS CERTIFICATE, AND NO SALE, ASSIGNMENT, TRANSFER,
  PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF SUCH SECURITIES SHALL BE VALID
  OR EFFECTIVE EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT AND UNTIL SUCH TERMS AND
  CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT
  NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE
  TO THE SECRETARY OF ‘MKTG INC.’





          As
shares vest in accordance with Sections 3 or 4 above, at the Employee’s
request, the foregoing legend shall be removed from the certificates
representing such vested Shares and the Secretary of the Corporation shall
deliver to the Employee certificates representing such vested Shares free and
clear of all restrictions (other than restrictions under the Act and similar
State laws). 


          In
addition, the Shares will be imprinted with the following legend (the
“Securities Act Legend”):


	
 

	
 


	
 

	
THE
  SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
  AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
  SECURITIES LAW. THESE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR
  TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE
  SECURITIES LAW.





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                    7.
Withholding. If any Federal, state or local taxes of any kind are
required by law to be withheld with respect to the Shares (or any distributions
of other securities or property (including cash) thereon or issued in
replacement thereof), (i) the Corporation and its subsidiaries shall, to
the extent permitted by law, have the right to deduct from any payments of any
kind otherwise due to the Employee any Federal, state or local taxes of any
kind required by law to be withheld with respect to the Shares; and
(ii) if payment of the required tax is not made by the Employee, the
Corporation may, at its option, redeem and cancel a sufficient number of Shares
at their Fair Market Value (as defined in the Plan), to pay any tax required to
be withheld.


                    8.
No Right to Retention. This Agreement shall not entitle the Employee to
any right or claim to be employed or retained by the Corporation or any
subsidiary thereof or limit the right of the Corporation or any subsidiary
thereof to terminate the Employee’s employment with the Corporation or any
subsidiary thereof or to change the terms of such employment.


                    9.
Resolution of Disputes. Any controversy, dispute, or difference arising
out of or relative to this Agreement or the breach thereof shall be determined
by arbitration in New York City before three arbitrators. The arbitration shall
be governed by the Federal Arbitration Act and administered by the American
Arbitration Association under its Commercial Arbitration Rules, provided that
persons eligible to be selected as arbitrators shall be limited to
attorneys-at-law who have practiced law for at least 15 years as an attorney in
New York specializing in either general commercial litigation or general
corporate and commercial matters. A demand for arbitration under this provision
shall be made in writing to the other party within sixty (60) days of the date
the party demanding arbitration knew or should have known of the event giving
rise to the claim, but in no event more than two (2) years after the event
giving rise to the claim, or the claim shall be forever barred. The parties
agree that judgment upon any award rendered may be entered in any court having
jurisdiction thereof as an enforceable judgment or decree.


                    10.
Successors and Assigns. Except as otherwise expressly provided herein,
this Agreement shall bind and inure to the benefit of the Corporation, the
Employee, the respective successors or heirs and personal representatives and
permitted assigns of the Corporation and the Employee.


                    11.
Entire Agreement. This Agreement and the Plan contain the entire
agreement among the parties with respect to the subject matter hereof and
supersedes other prior and contemporaneous arrangements or understandings with
respect thereto. This Agreement cannot be changed or terminated orally. 


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                    12.
Notices. All notices, consents and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given (a)
when delivered by hand, (b) one business day after the business day of
transmission if sent by telex or telecopier (with receipt confirmed), provided
that a copy is mailed by registered mail, return receipt requested, or (c) one
business day after the business day of deposit with the carrier, if sent by
Express Mail, Federal Express or other express delivery service (receipt
requested), in each case to the appropriate addresses, telex numbers and
telecopier numbers (or to such other addresses, telex numbers and telecopier
numbers as a party may designate as to itself by notice to the other parties),
if to the Employee at Employee’s address on the records of the Corporation, and
if to the Corporation, to ‘mktg, inc’, 75 Ninth Avenue, New York, New York
10011.


                    13.
Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.


                    14.
Headings. The headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be
part of this Agreement.


                    15.
Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability. Such
prohibition or unenforceability in any one jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


                    16.
Governing Law; Jurisdiction. This Agreement shall be governed by, and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed wholly therein.


[Signature Page Follows]


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          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first set forth above.


	
 

	
 

	
 


	
 

	
‘mktg, inc.’


	
 

	
 

	
 


	
 

	
By:

	
/s/ Fred
  Kaseff


	
 

	
 

	



	
 

	
   

  	
Name: Fred
  Kaseff


	
 

	
   

  	
Title: Chief
  Financial Officer


	
 

	
 

	
 


	
 

	
/s/ Charlie
  Horsey


	
 

	



	
 

	
Charlie
  Horsey, Employee





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