UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):   June 10, 2011


Radiant Logistics, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation)
 
000-50283   04-3625550
(Commission File Number)   (IRS Employer Identification Number)
     
405 114 th Avenue SE, Third Floor, Bellevue, WA 98004
 (Address of Principal Executive Offices)           (Zip Code)
                                                 
(425) 462-1094
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)

o Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 
Page 1
 
 
Section 5 – Corporate Governance and Management.

 
Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On June 10, 2011, Radiant Logistics, Inc. (the “Company”) and Bohn Crain, its Chief Executive Officer, entered into a Letter Agreement for the purpose of amending Mr. Crain’s Employment Agreement with the Company dated January 13, 2006 as previously amended by letter agreement dated December 31, 2008. The Letter Agreement was approved by the Company’s Board of Directors.
 
The amendments evidenced by the Letter Agreement were designed to (1) extend Mr. Crain’s Employment Agreement through December 31, 2016 and (2) to increase Mr. Crain’s base pay to $325,000 per annum.
 
The foregoing information is intended as a summary of the reported transaction and is qualified in its entirety by reference to the complete text of the Letter Agreement which is filed as Exhibit 10.1 to this Report.
 
Item 9.01      Financial Statements and Exhibits.
 
(d)           Exhibits (referenced to Item 6.01 of Regulation S-K):
 
10.1           Letter Agreement dated June 10, 2011; Amendment to the Employment Agreement between Radiant Logistics, Inc. and Bohn H. Crain.
 

 
Page 2
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
  RADIANT LOGISTICS, INC.
   
 Date: June 10, 2011       By:    /s/ Bohn H. Crain
                Bohn H. Crain, CEO
                                                                                  
 
 
 
 
Exhibit Index
 
10.1            Letter Agreement dated June 10, 2011; Amendment to the Employment Agreement between Radiant Logistics, Inc. and Bohn H. Crain.
 
 
 
 
 

 
 

 
                 June 10, 2011
 
Bohn H. Crain
Radiant Logistics, Inc., CEO
405 114 th Avenue, SE, Third Floor
Bellevue, WA  98004

RE:  Modification to Employment Agreement

Dear Bohn:

This letter agreement is intended to constitute a formal binding modification to your Employment Agreement with Radiant Logistics, Inc. (the “Company”) effective January 13, 2006 (the “Employment Agreement”) as previously amended by letter agreement dated December 31, 2008.    The Employment Agreement is hereby further modified effective June 16, 2011, as follows:
 
1.   Section 2.2 of the Employment Agreement shall be amended by deleting the section in its entirety and replacing it with the following:
 
“Subject to the provisions of Section 6, the Employment Period for the Executive's employment under this Agreement will continue through December 31, 2016, and shall be automatically renewed for consecutive three-year renewal terms thereafter, unless, not less than twelve months prior to the end of the original term or any renewal term, either party gives the other party written notice of termination of employment which termination shall be effective as of the end of such original term or renewal term. In the event of a Change of Control during the original term or any renewal term, the Employment Period for the Executive’s employment under this Agreement will be automatically extended to a five (5) year term.

 
2.   Section 3.1 of the Employment Agreement shall be amended by deleting the section in its entirety and replacing it with the following:
 
“3.1  BASIC COMPENSATION
 
(a) Base Salary . The Executive will be paid a base salary of $325,000, subject to further adjustment as provided below (the "Base Salary"), which will be payable in equal periodic installments according to the Employer's customary payroll practices, but no less frequently than monthly. The Executive's Base Salary will be reviewed by Employer's Board of Directors not less frequently than annually, and may be adjusted upward or downward by Employer but in no event will be less than $325,000 per year.”
 
 
 
 
3.   Ratification .  Except as expressly amended hereby, the Employment Agreement is hereby ratified and confirmed in all respects and shall continue in full force and effect.  This Amendment and the Employment Agreement shall hereafter be read and construed together as a single document.
 
4.   Amendments; Governing Law .  This Amendment may not be changed orally but only by a written instrument signed by the parties hereto.  This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the rules governing the conflicts of laws.
 
5.   Counterparts .  This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the same instrument.
 
6.   Miscellaneous .
 
(a)   Capitalized terms utilized in this Letter Agreement shall, unless otherwise defined herein, have the meaning ascribed under the Employment Agreement;
 
(b)   Except as set forth in this Letter Agreement, the Employment Agreement shall remain in full force and effect.
 
Kindly place your signature on the line provided below indicating your agreement to the terms set forth above.
 
Sincerely,

RADIANT LOGISTICS, INC.


BY:  _______________________________                                                          
Todd Macomber
Chief Financial Officer

Accepted by:

___________________________________
BOHN H. CRAIN

DATED: ____________________________