Exhibit 10.69


 


OMNIBUS STOCK
OPTION AMENDMENT AGREEMENT


 


This OMNIBUS
STOCK OPTION AMENDMENT AGREEMENT (this “Agreement”) is entered into as
of August 31, 2007 (the “Effective Date”) by and among ARTISTdirect, Inc.,
a Delaware corporation (the “Company”), and Robert N. Weingarten, an
individual (“Weingarten”).


 


RECITALS


 


A.                                   On March 29, 2004, the Company granted
Weingarten non-statutory options to acquire one hundred twenty thousand
(120,000) shares of the Company’s common stock par value One Cent ($0.01) per
share at an exercise price of Fifty Cents ($0.50) per share (the “2004
Options”) pursuant to that certain Notice of Grant of Stock Option, dated
March 29, 2004, by and between the Company and Weingarten (the “2004 Option
Grant”), and all such options are fully vested.


 


B.                                     On August 5, 2005, the Company granted
Weingarten non-statutory options to acquire two hundred seventy-five thousand
(275,000) shares of the Company’s common stock par value One Cent ($0.01) per
share at an exercise price of One Dollar and Fifty-Five Cents ($1.55) per share
(the “Time-Vesting Options”) pursuant to that certain Notice of Grant of
Stock Option, dated August 5, 2005, by and between the Company and Weingarten
(the “2005 Option Grant”).


 


C.                                     Under the 2005 Option Grant, one-third
(1/3) of the Time-Vesting Options vested on July 6, 2006 with the remainder
vesting in equal quarterly installments until July 8, 2008.


 


D.                                    Under the 2005 Option Grant, the Company
granted Weingarten non-statutory options to acquire two hundred seventy-five
thousand (275,000) shares of the Company’s common stock par value One Cent ($0.01)
per share at an exercise price of One Dollar and Fifty-Five Cents ($1.55) per
share (the “Performance-Vesting Options”), which vest in full upon the
satisfaction of certain performance-vesting criteria as described more fully in
the 2005 Option Grant.


 


E.                                      Effective as of August 31, 2007,
Weingarten will cease to serve as Chief Financial Officer of the Company and
will resign from all positions held with the Company.


 


F.                                      Subject to the terms contained herein, Weingarten
and the Company now wish to confirm and amend certain aspects of the 2004
Option Grant and the 2005 Option Grant as described herein.


 


AGREEMENT


 


For
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:


 


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1.                                       Confirmation of the 2004 Option Grant. The Company hereby confirms that the
2004 Options are fully vested as of the Effective Date and may be exercised
immediately by Weingarten.


 


2.                                       Amendment of the 2004 Option Grant. The Company and Weingarten hereby amend
the 2004 Option Grant as follows:


 


(a)                                  Weingarten shall be allowed to exercise
the 2004 Options until the original expiration date of March 29, 2011 without
regard to early termination thereof as described in Sections 5 and 6 of Exhibit
A to the 2004 Option Grant.


 


(b)                                 Notwithstanding the foregoing, however, should
Weingarten breach that certain Agreement for Consulting Services, dated as of
the Effective Date, by and between the Company and Weingarten (the “Consulting
Agreement”) which breach is not cured as provided in the Consulting
Agreement or repudiate or revoke that certain Separation Agreement and Release,
or any portion thereof, dated as of the Effective Date, by and between the
Company and Weingarten (the “Separation Agreement”), his ability to
exercise the 2004 Options shall cease immediately upon such event.


 


3.                                       Amendment of the 2005 Option Grant. The Company and Weingarten hereby amend
the 2005 Option Grant as follows:


 


(a)                                  The vesting of the Time-Vesting Options
shall be accelerated such that the Time-Vesting Options shall become fully
vested and immediately exercisable as of August 31, 2007.


 


(b)                                 The vesting of the Performance-Vesting
Options shall occur only upon the closing of a sale, merger or other “change
of control” transaction pertaining to the Company, in one or more transactions,
at or above a price of Three Dollars and Ten Cents ($3.10) per share (as adjusted
for any stock split, stock dividend, recapitalization or similar event) occurring
prior to August 31, 2008 (or such earlier date of termination if the Consulting
Agreement is terminated by Weingarten under Article II thereof) upon which
occurrence, the Performance-Vesting Options shall become fully vested and
immediately exercisable.


 


(c)                                  Weingarten shall be allowed to exercise
the Time-Vesting Options and the Performance-Vesting Options, if vested
pursuant to Section 3(b) hereof, until the original expiration date of August
5, 2010 without regard to the early termination thereof as described in
Sections 5 and 6 of Exhibit A to the 2005 Stock Option Grant.


 


(d)                                 Notwithstanding the foregoing, however, should
Weingarten breach the Consulting Agreement which breach is not cured as
provided in the Consulting Agreement or repudiate or revoke the Separation
Agreement, or any portion thereof, all vesting of the Time-Vesting Options and
Performance-Vesting Options shall cease immediately and his ability to exercise
those options already vested shall cease immediately upon such event.


 


4.                                       Option Grants Still in Force. Except as expressly amended herein, the
2004 Option Grant and the 2005 Option Grant shall continue unmodified and in
full force and effect.


 


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5.                                       Tax Matters. The amendments made by this Agreement
are intended to comply with the applicable requirements of Section 409A of the
Internal Revenue Code of 1986, as amended and shall be construed and interpreted
in accordance therewith.


 


6.                                       Miscellaneous.


 


(a)                                  Voluntary Agreement. Each party to this Agreement represents
and warrants to each other party that it is represented by legal counsel of its
choice, that it has consulted with counsel regarding this Agreement, that it is
fully aware of the terms contained herein and that it has voluntarily and
without coercion or duress of any kind entered into this Agreement.


 


(b)                                 Counterparts. This Agreement may be signed in
multiple counterparts, each of which shall constitute an original and all of
which, taken together, shall constitute one and the same instrument. One or
more counterparts of this Agreement may be delivered by facsimile, with the
intention that they shall have the same effect as an original counterpart
thereof and shall be binding on the person delivering the same.


 


(c)                                  Amendments. This Agreement may be amended after the Effective
Date only by a written amendment, fully executed and delivered by the parties.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN
WITNESS WHEREOF, each of the parties hereto has caused this Omnibus Stock
Option Amendment Agreement to be duly executed and delivered by its duly
authorized officer as of the Effective Date.


 


	
   

  	
  ARTISTDIRECT,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROBERT N.
  WEINGARTEN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Robert N.
  Weingarten

  



 


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