EXHIBIT
10.1




EMPLOYMENT
AGREEMENT




EMPLOYMENT AGREEMENT, dated as of June
30, 2010 (this “Agreement”), by and between ATRINSIC, INC., a Delaware
corporation (the “Company”), and Thomas Plotts (“Employee”).




W I T N E
S S E T H :




WHEREAS, the Company desires to employ
Employee on the terms and subject to the conditions hereinafter set forth, and
Employee desires so to be employed.




NOW, THEREFORE, in consideration of the
premises and the mutual covenants hereinafter set forth, the parties agree as
follows:




1.           Offices and
Duties.  During the Term (as hereinafter defined), Employee
shall serve as the Chief Financial Officer of the Company and shall have such
duties and responsibilities that are commensurate with such position and such
other duties and responsibilities as are from time to time assigned to the
Employee by the Company’s Chief Executive Officer.  The Company’s
Chief Executive Officer may elect or designate Employee to serve in such other
corporate offices of the Company or a subsidiary or affiliate of the Company as
the Company’s Chief Executive Officer from time to time may reasonably deem
necessary, proper or advisable and as the Employee shall
accept.  Employee hereby agrees that throughout the Term he shall
faithfully, diligently and to the best of his ability, in furtherance of the
business of the Company, perform the duties assigned to him or incidental to the
offices assumed by him pursuant to this Section.  Employee shall
devote all of his business time and attention to the business and affairs of the
Company and the performance of Employee’s duties and responsibilities
hereunder.  Employee shall at all times observe and comply with such
written rules, regulations, policies and practices as the Company may from time
to time establish.  The Employee represents and warrants to the
Company that (i) the Employee has the legal right to enter into this Agreement
and to perform all of the obligations on the Employee’s part to be performed
hereunder in accordance with its terms; and (ii) that the Employee is not a
party to any agreement or understanding, written or oral, which could prevent
the Employee from entering into this Agreement or performing all of the
Employee’s obligations hereunder.




2.           Term.  The
employment of Employee hereunder shall commence on the date hereof (the
“Commencement Date”) and continue for a term ending on the third (3rd)
anniversary of the Commencement Date, subject to earlier termination upon the
terms and conditions provided elsewhere herein (the “Term”).  As used
herein, “Termination Date” means the last day of the Term.  The
Employee shall be an “at-will” employee of the Company such that the Company may
terminate the Employee’s employment with the Company and the Term upon advance
written notice at any time and for any reason (or no reason).




3.           Compensation.




(a)           As
compensation for Employee’s services hereunder, the Company shall pay to
Employee during the Term an annual salary (the “Base Salary”) equal to Two
Hundred Fifty Thousand Dollars ($250,000.00), payable in accordance with the
ordinary payroll practices of the Company.









(b)           Employee
may also receive a target annual bonus equal to fifty percent (50%) of his Base
Salary for each calendar year during the Term if the Company’s business
operations meet or exceed certain financial performance standards to be
determined by the Company’s board of directors in accordance with Exhibit A and the
Company’s 2010 Annual Incentive Compensation Plan, a copy of which is included
in Exhibit A
hereto.




(c)           In
addition to his Base Salary and other compensation provided herein, during the
Term, Employee shall be entitled to participate in the Company’s 401(k) plan and
healthcare plan generally available to the employees of the Company, to the
extent he is eligible under the terms and conditions thereof.




(d)           During
the Term, Employee shall not be entitled to additional compensation for serving
in any office of the Company (or any subsidiary thereof) to which he is elected
or appointed.






4.           Options to Purchase Common
Stock.




(a)           On
the Commencement Date, the Company shall grant to Employee (i) an option (the
“Option”) to acquire Two Hundred and Fifty Thousand (250,000) shares of the
Company’s common stock, par value $.001 per share (the “Common Stock”) pursuant
to the Company’s 2009 Stock Incentive Plan.  The Option will vest in
equal monthly installments over a period of thirty six months commencing on May
31, 2010 and on the last day of each calendar month thereafter until fully
vested and be subject to the terms and conditions of the Company’s 2009 Stock
Incentive Plan and a stock option agreement substantially in the form annexed to
this Agreement as Exhibit
B.  As a condition to receiving the Option, Employee shall
execute and deliver to the Company the stock option
agreement.  Notwithstanding the foregoing, if a Change of Control (as
defined herein) occurs while Employee is employed with the Company, and
Employee’s employment is terminated by the Company other than for Disability,
death or cause (as defined herein) within three (3) months before or six (6)
months after the effective date of the Change of Control, all Options will
automatically vest immediately prior to the termination of Employee’s employment
and shall remain exercisable for a period of one (1) year after such
termination.





(b)           As
provided in the stock option agreement, any portion of the Option that remains
unvested at the time of termination of Employee’s employment (the “Unvested
Portion”) shall be extinguished and cancelled and Employee shall have no rights
or benefits whatsoever with respect to the Unvested Portion.  Employee
represents and warrants that he is acquiring the Option and the shares of Common
Stock issuable upon exercise thereof for investment purposes only, and not with
a view to distribution thereof.  Employee is aware that the Option and
such shares may not be registered under the federal or any state securities laws
and that, in addition to the other restrictions, the Option and such shares
issuable upon exercise thereof will not be able to be transferred unless an
exemption from registration is available or the Option or such shares become
registered.




2




5.           Expense
Allowance.  The Company shall pay directly, or advance funds to
Employee or reimburse Employee for, all out-of-pocket expenses reasonably
incurred by him in connection with the performance of his duties hereunder and
the business of the Company, including travel and accommodations, in each case
subject to and in accordance with the Company’s standard policies and practices
(including, without limitation, expense verification policies) regarding the
reimbursement of business expenses, as in effect from time to time.




6.           Vacation.  Employee
shall be entitled to four (4) weeks paid vacation during each year of his
employment hereunder (as pro rated for partial years), such vacation to be taken
at such time or times as shall be agreed upon by Employee and the Company with
due regard to the needs of the Company.  Vacation time shall not be
cumulative from year to year and shall be otherwise subject to the Company’s
policies on vacation as in effect from time to time.




7.           Ancillary
Agreement.  Without limiting any other rights that the Company
may have, if Employee breaches any provision of that certain Non-Competition,
Non-Solicitation and Confidentiality Agreement executed by Employee on even date
herewith and attached hereto as Exhibit C, any right
that Employee may have to receive any compensation or payments from the Company
hereunder shall be forfeited by Employee and extinguished in all
respects.




8.           Termination of
Employment.  Employee’s employment and the Term will terminate on
the first of the following to occur:




(a)           Automatically
upon Employee’s death.





(b)           Upon
written notice by the Company to Employee of termination due to Disability (as
defined below).  For the purposes of this Agreement, “Disability”
shall mean a condition that entitles Employee to benefits under an applicable
Company long-term disability plan or, if no such plan exists, a physical or
mental disability which, in the reasonable judgment of the Company’s Chief
Executive Officer, is likely to render Employee unable to perform his regular
assigned duties and obligations under this Agreement for 90 days in any 12-month
period.





(c)           Upon
written notice by the Company to the Employee of a termination for “cause”
pursuant to Section 9 of this Agreement.





(d)           Upon
written notice by the Company to the Employee of a termination without “cause”,
other than for death or Disability.





(e)           Upon
“voluntary termination” by Employee under Section 10 of this
Agreement.




3




9.           Termination for
Cause.





(a)           In
addition to any other rights or remedies provided by law or in this Agreement,
the Company may terminate Employee’s employment under this Agreement for “cause”
if:





(i)
            Employee
      is convicted of, or enters a plea of guilty or nolo contendere to,
      a felony offense (unless, in the case of a conviction, the conviction
      shall have been reversed on appeal);
or





(ii)
            the
      Company’s Board or Chief Executive Officer determines that Employee
      has:





(A)           committed
fraud against, or embezzled or misappropriated funds or other assets of, the
Company (or any subsidiary thereof);





(B)           violated,
or caused the Company (or any subsidiary thereof) or any officer, employee or
other agent thereof, or any other person to violate, any material law,
regulation or ordinance or, repeatedly violated, or caused the Company (or any
subsidiary thereof) or any officer, employee or other agent thereof, or any
other person to violate, any material rule, regulation, policy or practice
established by the Company;





(C)           willfully,
or because of gross or persistent negligence, (A) failed to properly perform his
duties hereunder or (B) acted in a manner detrimental to, or adverse to the
interests of, the Company;





(D)           violated,
or failed to perform or satisfy any covenant, condition or obligation required
to be performed or satisfied by Employee under this Agreement or contained in
the Company’s employee handbook or policies, as in force from time to time;
or





(E)           used
illegal drugs or consumed alcohol and such consumption has caused or is likely
to cause material damage to the Company.





(b)           The
Company may effect such termination for cause by giving Employee written notice
to such effect, setting forth in reasonable detail the factual basis for such
termination (the “Cause Notice”); provided, however, that
Employee may avoid such termination if the termination is based on any
occurrence, act or event described in clauses (A) to (E) of paragraph (ii) of
Section 9(a) (each, a “For Cause Event”), if the matters giving rise to such
termination (including without limitation, any breach or violation by Employee)
are remedied or cured, if capable of remedy or cure, within 15 days after
receipt of the Cause Notice (“15-Day Cure Period”).  For the avoidance
of doubt, Employee’s employment hereunder and the Term shall be terminated
immediately upon delivery of the Cause Notice if Employee’s employment is being
terminated due to the occurrence, act or event described in paragraph (i) of
Section 9(a), and Employee’s employment hereunder and the Term shall be
terminated immediately upon expiration of the 15-Day Cure Period if Employee’s
employment is terminated due to the occurrence, act or events described in
clauses (A) to (E) of paragraph (ii) of Section 9(a) (assuming the matters,
violations or conditions giving rise to such termination are capable of being
cured or remedied, provided that if they are incapable of being so cured or
remedied, then such termination shall be immediate upon delivery of the Cause
Notice).




4




10.           Voluntary Termination by
Employee.  In addition to any other rights or remedies provided
by law or in this Agreement, Employee may terminate his employment hereunder at
any time by giving the Company written notice to such effect at least ninety
(90) days prior to the date of termination set forth therein, such termination
to be irrevocable upon receipt of such notice by the Company.





11.           Compensation and Benefits
upon Termination.




(a)           If
Employee’s employment is terminated as a result of his death or Disability, the
Company will pay or provide to Employee: (1) any unpaid Base Salary through the
date of termination; (2) reimbursement for any unreimbursed expenses incurred
through the date of termination; (3) any unused vacation time accrued (through
the date of termination) in accordance with Company policy or as otherwise
required by law; and (4) any other payments, benefits or fringe benefits to
which the Employee may be entitled under the terms of any applicable
compensation arrangement or benefit plan or program or this Agreement, in all
cases only through the date of termination (collectively items (1) through (4)
shall be hereafter referred to as “Accrued Benefits”).




(b)           If
Employee’s employment is terminated for cause under Section 9, or if Employee’s
employment is terminated by Employee voluntarily under Section 10, the Company
will pay or provide to Employee any Accrued Benefits.





(c)           If
Employee’s employment is terminated by the Company other than for cause under
Section 9, death or Disability, the Company will pay or provide the Employee
with (i) any Accrued Benefits and (ii) subject to Employee’s compliance with the
obligations herein, a one time payment equal to six months of his Base Salary.
Any amount due to Employee under clause (i) and (ii) of this Section shall be
payable in a lump sum within thirty (30) days of termination of employment,
except as provided in Section 12 hereof.  Amounts payable to Employee
under this Section 11(c), if any, are hereinafter referred to as the “Parachute
Amount.”





(d)           Except
as expressly set forth herein, any amount payable to Employee upon termination
of his employment hereunder shall be paid promptly, and in any event within
thirty (30) days, after the Termination Date.




5




12.           Change of
Control.





(a)           For
the purposes of this Section 12, the following terms shall be defined as
hereinafter provided:





(i)           The
"Act" is the Securities Exchange Act of 1934, as amended.





(ii)           A
"person" includes a "group" within the meaning of Section 13(d)(3) of the
Act.





(iii)           "Beneficially
owns" and "acquisition" are used herein as defined in Rules 13d-3 and 13d-5,
respectively, under the Act.





(iv)           "Non-Affiliated
Person" means any person, other than Employee, an employee stock ownership trust
of the Company (or any trustee thereof for the benefit of such trust), or any
person controlled by Employee, the Company or such a trust.





(v)           "Voting
Securities" includes Common Stock and any other securities of the Company that
ordinarily entitle the holders thereof to vote, together with the holders of
Common Stock or as a separate class, with respect to matters submitted to a vote
of the holders of Common Stock; provided, however, that securities of the
Company as to which the consent of the holders thereof is required by applicable
law or the terms of such securities only with respect to certain specified
transactions or other matters, or the holders of which are entitled to vote only
upon the occurrence of certain specified events (such as default in the payment
of a mandatory dividend on preferred stock or a scheduled installment of
principal or interest of any debt security), shall not be Voting
Securities.





(vi)           "Right"
means any option, warrant, restricted stock unit or other right to acquire any
Voting Security (other than such a right of conversion or exchange included in a
Voting Security).





(vii)           The
"Code" is the Internal Revenue Code of 1986, as amended.





(viii)                      "Base
amount," "present value" and "parachute payment" are used herein as defined in
Section 280G of the Code.





(b)           A
"Change of Control" occurs upon an acquisition of Voting Securities or Rights by
a Non-Affiliated Person or any change in the number or voting power of
outstanding Voting Securities, which results in such Non-Affiliated Person
beneficially owning Voting Securities or Rights entitling such person to cast a
number of votes (determined in accordance with Section 12(f)) equal to or
greater than fifty percent (50%) of the sum of (A) the number of votes that may
be cast by all other holders of outstanding Voting Securities and (B) the number
of votes that may be cast by such Non-Affiliated Person (determined in
accordance with Section 12(f)).




6




(c)           It
is intended that the present value of any payments or benefits to Employee,
whether hereunder or otherwise, that are includible in the computation of the
Parachute Amount shall not exceed 2.99 times the Employee's base
amount.  Accordingly, if Employee receives any payment or benefit from
the Company prior to payment of the Parachute Amount which, when added to the
Parachute Amount, would subject any of the payments or benefits to Employee to
the excise tax imposed by Section 4999 of the Code, the Parachute Amount shall
be reduced by the least amount necessary to avoid such tax. The Company shall
have no obligation hereunder to make any payment or provide any benefit to
Employee after the payment of the Parachute Amount which would subject any of
such payments or benefits to the excise tax imposed by Section 4999 of the
Code.





(d)           Any
other provision hereof notwithstanding, Employee may, prior to his receipt of
the Parachute Amount pursuant to Section 11(c), waive the payment thereof, or,
after his receipt of the Parachute Amount thereunder, treat some or all of such
amount as a loan from the Company which Employee shall repay to the Company
within one hundred eighty (180) days after the receipt thereof, together with
interest thereon at the rate provided in Section 7872 of the Code, in either
case, by giving the Company notice to such effect.





(e)           Any
determination of the Employee 's base amount, the Parachute Amount, any
liability for excise tax under Section 4999 of the Code or other matter required
to be made pursuant to this Section 12, shall be made by the Company's
regularly-engaged independent certified public accountants, whose determination
shall be conclusive and binding upon the Company and Employee; provided that
such accountants shall give to Employee, on or before the date on which payment
of the Parachute Amount or any later payment or benefit would be made, a notice
setting forth in reasonable detail such determination and the basis therefor,
and stating expressly that Employee is entitled to rely thereon.





(f)           The
number of votes that may be cast by holders of Voting Securities or Rights upon
the issuance or grant thereof shall be deemed to be the largest number of votes
that may be cast by the holders of such securities or the holders of any other
Voting Securities into which such Voting Securities or Rights are convertible or
for which they are exchangeable or exercisable, determined as though such Voting
Securities or Rights were immediately convertible, exchangeable or exercisable
and without regard to any anti-dilution or other adjustments provided for
therein.




13.           IRC
409A.  This Agreement is intended to satisfy the requirements
of Section 409A(a)(2), (3) and (4) of the Code, including current and future
guidance and regulations interpreting such provisions.  To the extent
that any provision of this Agreement fails to satisfy those requirements, the
provision shall automatically be modified in a manner that, in the good-faith
opinion of the Company, brings the provisions into compliance with those
requirements while preserving as closely as possible the original intent of the
provision.  Notwithstanding anything to the contrary in this
Agreement, no severance payments or benefits shall be paid to Employee during
the six (6) month period following Employee's separation from service to the
extent that the Company and Employee mutually agree and determine in good faith
that paying such amounts at the time or times indicated in this Agreement would
cause Employee to incur an additional tax under Section 409A of the Code, in
which case such amounts shall be paid at the time or times indicated in this
Section. If the payment of any such amounts are delayed as a result of the
previous sentence, then on the first day following the end of such six (6) month
period, the Company will pay Employee a lump-sum amount equal to the cumulative
amount that would have otherwise been payable to Employee during such six (6)
month period.




7





14.           Notices.  All
notices which are required by or may be given pursuant to the terms of this
Agreement must be in writing and must be delivered personally; sent by certified
mail, return receipt requested, postage prepaid; sent by facsimile (with written
confirmation of transmission), provided that notice is also sent via first class
mail, postage prepaid; or sent for next business day delivery by a nationally
recognized overnight delivery service as follows:




If to the
Company at:





469
7th
Avenue, 10th
Floor


New York,
NY 10018


Attn:  Jeffrey
Schwartz





with a
copy to:





Stubbs
Alderton & Markiles LLP


15260
Ventura Blvd., 20th
Floor


Sherman
Oaks, California 91403


Attn:
Scott Galer, Esq.


Fax:
(818) 444-6313





If to
Employee at:














Any of
the addresses and other contact information set forth above may be changed from
time to time by written notice (delivered in accordance with this Section) from
the party requesting the change.




Such
notices and other communications will be treated for all purposes of this
Agreement as being effective immediately if delivered personally or by facsimile
(with written confirmation of transmission) during normal business hours, or
five (5) days after mailing by certified mail, return receipt requested, first
class postage prepaid, or one business day after deposit for next business day
delivery by a nationally recognized overnight delivery service.




15.           Amendment.  Except
as otherwise provided herein, no amendment of this Agreement shall be valid or
effective, unless in writing and signed by or on behalf of the parties
hereto.




8




16.           Waiver.  No
course of dealing or omission or delay on the part of either party hereto in
asserting or exercising any right hereunder shall constitute or operate as a
waiver of any such right.  No waiver of any provision hereof shall be
effective, unless in writing and signed by or on behalf of the party to be
charged therewith.  No waiver shall be deemed a continuing waiver or
waiver in respect of any other or subsequent breach or default, unless expressly
so stated in writing.




17.           Governing
Law.  This Agreement shall be governed by, and interpreted and
enforced in accordance with, the laws of the State of New York without regard to
principles of choice of law or conflict of laws.




18.           Severability.  The
provisions hereof are severable and in the event that any provision of this
Agreement shall be determined to be invalid or unenforceable in any respect by a
court of competent jurisdiction, the remaining provisions hereof shall not be
affected, but shall, subject to the discretion of such court, remain in full
force and effect, and any invalid or unenforceable provision shall be deemed,
without further action on the part of the parties hereto, amended and limited to
the extent necessary to render the same valid and enforceable.




19.           Counterparts.  This
Agreement may be executed in counterparts, including, without limitation, by
facsimile, each of which shall be deemed an original and which together shall
constitute one and the same agreement.




20.           Assignment.  This
Agreement, and each right, interest and obligation hereunder, may not be
assigned by either party hereto without the prior written consent of the other
party hereto, and any purported assignment without such consent shall be void
and without effect, except that this Agreement shall be assigned to, and assumed
by, any person with or into which the Company merges or consolidates, or which
acquires all or substantially all of its assets, or which otherwise succeeds to
and continues the Company’s business substantially as an
entirety.  Except as otherwise expressly provided herein or required
by law, Employee shall not have any power of anticipation, assignment or
alienation of any payments required to be made to him hereunder, and no other
person may acquire any right or interest in any thereof by reason of any
purported sale, assignment or other disposition thereof, whether voluntary or
involuntary, any claim in a bankruptcy or other insolvency proceeding against
Employee, or any other ruling, judgment, order, writ or decree.




21.           Withholding.   The
Company may withhold from any and all amounts payable under this Agreement such
federal, state and local taxes, as may be required to be withheld pursuant to
any applicable law or regulation, and all other applicable
withholdings.




22.           Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.  This Agreement is not intended, and shall not be deemed, to
create or confer any right or interest for the benefit of any person not a party
hereto.




23.           Titles and
Captions.  The titles and captions of the Articles and Sections
of this Agreement are for convenience of reference only and do not in any way
define or interpret the intent of the parties hereto or modify or otherwise
affect any of the provisions hereof.




9




24.           Certain
Definitions.  As used herein “person” includes, without
limitation, a natural person, corporation, joint stock company, limited
liability company, partnership, joint venture, association, trust, government or
governmental authority, agency or instrumentality, or any group of the foregoing
acting in concert.





25.           Entire
Agreement.  This Agreement embodies the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes any
prior or contemporaneous agreement, commitment or arrangement relating thereto,
written or oral, except that the certain Acknowledgement regarding Proprietary
Information and Inventions attached hereto as Exhibit D between New
Motion Mobile, Inc. f/k/a New Motion, Inc. and Employee, dated June 4, 2007,
which shall remain in full force and effect.




[signature page
follows]




10









IN WITNESS WHEREOF, the undersigned
have duly executed this Agreement as of the day and year first above
written.




ATRINSIC,
      INC.By:
                      /s/ Jeffrey
      SchwartzName:  Jeffrey
      SchwartzTitle:
      Chief Executive Officer/s/
      Thomas PlottsThomas
      Plotts





11