Exhibit 10.38



 


EXHIBIT 10.38


ARTISTdirect, Inc.

5670 Wilshire Blvd, Suite 200

Los Angeles, CA 90036


December 9, 2002


Frederick W. Field

c/o Radar Pictures

10900 Wilshire Boulevard, Suite 1400

Los Angeles, CA 90024



	 	 	 	Re:    Amendment to Employment Agreement



Dear Ted:


     The purpose of this letter is to memorialize the terms and conditions of
our prior agreement on July 16, 2002 to defer the payment of your salary.
Reference is made to the employment agreement between you and us dated May 31,
2001 (the “Agreement”). Capitalized terms used without definition in this
amendment to the Agreement (this “Amendment”) shall have the meanings ascribed
to them in the Agreement.


     This Amendment confirms our prior agreement that, notwithstanding anything
to the contrary contained in the Agreement, pursuant to Section 6(a) of the
Agreement, you and we agreed on July 16, 2002 to amend the Agreement, effective
as of July 16, 2002, to defer payment of your future salary as set forth in
Section 6(a) of the Agreement until our or ARTISTdirect Records, L.L.C’s
(“ADR”) receipt of an aggregate of Twenty Million Dollars ($20,000,000) or more
in new debt or equity financing (the “Triggering Event”), and, for the
avoidance of doubt, excluding any amounts paid to us as an advance against
amounts payable to us under any agreement regarding the distribution of our
products). In addition to the foregoing, if any of the following other events
occur prior to the Triggering Event, you will also be paid the deferred salary
as set forth below; (i) a merger, consolidation, sale of fifty percent (50%)
or more of (a) our voting stock or sale of all or substantially all of our
assets, or (b) ADR’s LLC units or sale of all or substantially all of its
assets, ****** (“Change in Control”); (ii) your death or your attainment of age
sixty-five (65); or (iii) the termination of your employment with ADI and/or
ADR. Within thirty (30) days following the Triggering Event or any of the
other events described above, we shall pay you in one lump sum the amount of
your deferred salary, net of applicable tax withholdings.


     You understand that salary can only be deferred before it is earned and
before the services it relates to have been rendered. You further understand
that the deferred salary will be credited to an account maintained on your
behalf on our books and records, but no actual trust fund or escrow account
will be established. You will at all times have the status of a general
employee creditor of us with respect to the balance credited to your deferred
salary account, and you will have no right to assign, pledge or otherwise
encumber your interest in that account.







	*	 	In accordance with Rule 24b-2 under the Securities and Exchange Act of 1934,
this confidential information has been omitted from this exhibit pursuant to a
request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


 






 






Frederick W. Field

December 9, 2002

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     You hereby confirm that your prior agreement with us on July 16, 2002 to
defer payment of your salary was made voluntarily on your part for the sole
purpose of facilitating our ability to raise additional capital from outside
investors for our operations. In signing this Amendment, you agree that you
are not relying upon any statements, representations or promises made by us or
our agents, except as specifically set forth herein. You further agree that
you have reviewed the terms and conditions of this Amendment with your own
financial and tax advisors and that they have advised you on, among other
things, the federal, state and other tax consequences to you from this
Amendment.


     As amended hereby, the Agreement remains in full force and effect and is
hereby ratified and affirmed.



	 	 	 	 	 
	 	 	ARTISTdirect, Inc.
	 
	 	 	 	 
	 	 	
By:
	 	/s/ MARC P. GEIGER
	 	 	 	 	

	 	 	 	 	An Authorized Signatory
	 	 	 	 	 
	ACCEPTED AND AGREED:	 	 	 	 
	 	 	 	 	 
	/s/ FREDERICK W. FIELD


Frederick W. Field	 	 	 	 




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