Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This
EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 1,
2009 (the “Effective Date”) by and between ARTISTdirect, Inc., a Delaware
corporation (the “Company”), and Rene Rousselet (“Executive” and collectively
with the Company, the “Parties”), with reference to the following facts:


 


WHEREAS,
the Company desires to employ Executive as Corporate Controller and Principal
Accounting Officer pursuant to the terms hereof; and


 


NOW,
THEREFORE, the Company and Executive desire to set forth in this Agreement the
terms and conditions of Executive’s employment with the Company.


 


ARTICLE I

EMPLOYMENT; TERM; DUTIES


 


1.1                                 Engagement.  Upon the
terms and conditions hereinafter set forth, the Company hereby engages Executive
to serve as the Corporate Controller and Principal Accounting Officer for the
period beginning on the Effective Date and ending as provided in Section 4
(the “Employment Period”).


 


1.2                                 Duties.  Executive
shall perform such duties for the Company as are customarily associated with
the position of a Corporate Controller and Principal Accounting Officer of a
public Company, and shall report to the Chief Executive Officer of the Company.


 


1.2.1                        Executive shall use his best efforts and
abilities faithfully and diligently to promote the Company’s business
interests.  For so long as Executive is
employed by the Company, Employee shall not, directly or indirectly, either as
an employee, employer, consultant, agent, investor, principal, partner,
stockholder (except as the holder of less than 1% of the issued and outstanding
stock of a publicly held corporation), corporate officer or director, or in any
other individual or representative capacity, engage or participate in any
business that is in competition in any manner whatsoever with the business of
the Company and its subsidiaries (the “Company Group”), as such businesses are
now or hereafter conducted.  Subject to
the foregoing prohibition and provided such services or investments do not
violate any applicable law, regulation or order, or interfere in any way with
the faithful and diligent performance by Executive of the services to the
Company otherwise required or contemplated by this Agreement, the Company
expressly acknowledges that Executive may make and manage personal business
investments of Executive’s choice.


 


ARTICLE II

COMPENSATION


 


2.1                                 Base Salary. 
During the Term, as defined below, for all services rendered by
Executive hereunder and all covenants and conditions undertaken by the Parties
pursuant to this Agreement, the Company shall pay, and Executive shall accept,
as compensation, a monthly base salary of $14,583, subject to increases as
determined by the Board of Directors, in its sole discretion (“Base Salary”).


 


2.1.1                        The Base Salary shall be payable in
accordance with the normal payroll practices of the Company.


 


2.2                                 Bonus.  The Board or
Compensation Committee of the Company, in its sole discretion, may grant to
Executive a bonus.


 


2.3                                 Stock Options. 
Executive is hereby granted options (“Options”) to purchase 560,000
shares of the Common Stock of the Company at $.03 per share vesting monthly
over 36 months commencing on the Effective Date.  The terms of the Options shall be set forth
in a separate Option Agreement.


 


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2.4                                 Benefits.  The Company
will provide to Executive health, dental, vision and/or supplemental disability
insurance and other benefits as are provided to its executive employees.


 


ARTICLE III

BUSINESS EXPENSES


 


3.1                                 Business Expenses. 
Executive will be reimbursed for all reasonable out-of-pocket business
expenses incurred in the performance of his duties on behalf of the Company
consistent with the Company’s policies and procedures, including prior approval
requirements and submission of appropriate supporting documentation.


 


ARTICLE IV

TERMINATION OF EMPLOYMENT


 


4.1                                 Employment is “at will” and, accordingly,
the Employment Period will terminate thirty days after notice of termination is
given in writing by either Party to the other Party (the “Termination Date”),
provided that in the event that the Company terminates Executive’s employment
For Cause, the Termination Date shall be upon delivery to Executive of written
notice thereof.  As used herein, “For
Cause” means:


 


(a)                                  Executive
is convicted of, or pleas nolo contendere
(no contest) to, any crime (whether or not involving the Company) constituting
a felony in the jurisdiction involved;


 


(b)                                 Executive’s willful
misconduct in the performance of Executive’s duties hereunder;


 


(c)                                  Executive’s gross negligence
in the performance of his duties hereunder or willful and repeated failure or
refusal to perform such duties as may be delegated to Executive by the Company
commensurate with his position; or


 


(d)                                 Executive is in material
breach of any provision of this Agreement.


 


4.2                                 Upon the Termination Date, Executive will
be deemed to have resigned from each position (if any) that he then holds with
the Company and any of its affiliates, and the Executive will take any action
that the Company or any of its affiliates may reasonably request in order to
confirm or evidence such resignation.


 


4.3                                 In the event that the Employment Period
is terminated by the Company for any reason other than For Cause, Executive
shall be entitled to receive his Base Salary and benefits (including the
vesting of Options) for an additional period of three months beyond the
Termination Date.


 


ARTICLE V

INVENTIONS AND TRADEMARK; CONFIDENTIAL INFORMATION; NON-DISCLOSURE;

UNFAIR COMPETITION; CONFLICT OF INTEREST


 


5.1                                 Inventions and Trademark. 
All ideas, inventions, trademarks, proprietary information, know-how,
processes and other developments or improvements developed by Executive, alone
or with others, during the Employment Period, that are within the scope of
Company’s business operations or that relate to Company’s work or projects, are
the exclusive property of Company.  In
that regard, Executive agrees to disclose promptly to Company any and all
inventions, discoveries, trademarks, proprietary information, know-how, processes
or improvements, patentable or otherwise, that it and/or he may make from the
beginning of Executive’s employment until the termination thereof, that relate
to the business of Company, whether such is made solely or jointly with
others.  Executive further agrees that,
during the Employment Period, he will provide Company with a reasonable level
of assistance, at Company’s sole option and expense, to obtain patents in the
United States of America, or elsewhere on any such ideas, inventions, trademarks
and other developments, and agrees to execute all documents necessary to obtain
such patents in the name of Company.


 


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5.2                                 Confidential Information. 
Executive shall hold and keep confidential for the benefit of Company
all secret or confidential information, files, documents other media in which
confidential information is contained, knowledge or data (collectively the “Confidential
Information”) relating to Company or any of its affiliated companies, and their
respective businesses, which shall have been obtained by Executive during
Executive’s employment by Company or any of its affiliated companies.
Confidential Information does not include information that is already public
knowledge at the time of disclosure (other than by acts by Executive or his
representatives in violation of this Agreement) or that is provided to
Executive by a third party without an obligation with Company to maintain the
confidentiality of such information. 
After termination of Executive’s employment with Company, he shall not,
without the prior written consent of Company, or as may otherwise be required
by law or legal process, communicate or divulge any Confidential Information to
anyone other than Company and those designated by it.  Executive shall acknowledge that all
confidential documents are and shall remain the sole and exclusive property of
Company regardless of who originally acquired the confidential documents.  Executive agrees to return to Company
promptly upon the expiration or termination of his employment or at any other
time when requested by Company, any and all property of Company, including, but
not limited to, all confidential documents and copies thereof in his possession
or control.  Any loss resulting from a
breach of the foregoing obligations by Executive to protect the Confidential
Information could not be reasonably or adequately compensated in damages in an
action at law.  Therefore, in addition to
other remedies provided by law or this Agreement, Company shall have the right
to obtain injunctive relief, in the appropriate court, at any time, against the
dissemination by Executive of the Confidential Information, or the use of such
information by Executive in violation hereof.


 


5.2.1                        Restriction on Use of Confidential/Trade
Secret Information.  Executive agrees that his use of
confidential/trade secret information is subject to the following restrictions
for an indefinite period of time so long as the confidential/trade secret
information has not become generally known to the public:


 


(a)                                  Non-Disclosure.  Executive agrees that he will not publish or
disclose, or allow to be published or disclosed, confidential/trade secret
information to any person without the prior written authorization of the
Company unless pursuant to Executive’s job duties to the Company under this
Agreement.


 


(b)                                 Non-Removal/Surrender.  Executive agrees that he will not remove any
confidential/trade secret information from the offices of the Company or the
premises of any facility in which the Company is performing services, except
pursuant to his duties under this Agreement. 
Executive further agrees that he shall surrender to the Company all
documents and materials in his possession or control which contain
confidential/trade secret information and which are the property of the Company
upon the termination of this Agreement, and that he shall not thereafter retain
any copies of any such materials.


 


5.2.2                        Non-Solicitation of Customers/Prohibition
Against Unfair Competition.  Executive agrees
that at no time after his employment with the Company will he engage in
competition with the Company while making any use of the Company’s
confidential/trade secret information. 
Executive agrees that he will not directly or indirectly accept or solicit,
whether as an employee, independent contractor or in any other capacity, the
business of any customer of the Company with whom Executive worked or otherwise
had access to the Company’s confidential/trade secret information pertaining to
its business with that customer during the last year of his employment with the
Company.


 


5.3                                 Non-Solicitation During Employment. 
Executive shall not during his employment inappropriately interfere with
the Company’s business relationship with its customers or suppliers or solicit
any of the employees of the Company to leave the employ of the Company.


 


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5.4                                 Non-Solicitation of Executive. 
Executive agrees that, for one year following the termination of his
employment, he shall not, directly or indirectly, ask or encourage any of the
Company’s employees to leave their employment with the Company or solicit any
of the Company’s employees for employment.


 


5.5                                 Breach of Provisions. 
If Executive breaches any of the provisions of this Section 5, or
in the event that any such breach is threatened by the Executive, in addition
to and without limiting or waiving any other remedies available to the Company
at law or in equity, the Company shall be entitled to immediate injunctive relief
in any court, domestic or foreign, having the capacity to grant such relief, to
restrain any such breach or threatened breach and to enforce the provisions of
this Section 5.


 


5.6                                 Reasonable Restrictions. 
The parties acknowledge that the foregoing restrictions, as well as the
duration and the territorial scope thereof as set forth in this Section 5,
are under all of the circumstances reasonable and necessary for the protection
of the Company and its business.


 


5.7                                 Definition.  For purposes
of this section 5, the term “Company” shall be deemed to include the
Company, and any other subsidiary or affiliate of the Company.


 


ARTICLE VI

MISCELLANEOUS


 


6.1                                 Binding Effect; Assignment. 
This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective legal representatives, heirs, distributees,
successors and assigns.  Executive may
not assign any of his rights and obligations under this Agreement.  The Company may assign its rights and
obligations under this Agreement to any successor entity.


 


6.2                                 Indemnification.  The Company shall indemnify, defend and hold
harmless Executive to the fullest extent permitted by law from any and all
actions, complaints, disputes, arbitrations, investigations, guarantees or the
like signed by Executive on behalf of the Company, or any other proceedings of
any kind whatsoever, or threats thereof (“Claims”) and any and all damages,
losses, expenses (including without limitation reasonable attorneys’ fees,
disbursements and other charges of counsel incurred by Executive and selected
by Company) or other liabilities, contingent or otherwise, of any kind
whatsoever arising from or relating to any aspect of Executive’s relationship
with the Company, the performance of any of Executive’s duties hereunder, or
otherwise arising from or relating to any aspect of Executive’s relationship
with the Company and any current or future subsidiary or affiliates, the
performance of any of Executive’s duties hereunder, or otherwise arising from
or relating to any action or inaction of Executive while serving as an officer
or director of the Company or, if applicable, as an officer or director of the
Company, or, if applicable, as an officer or director of any other entity or as
a fiduciary of any benefit plan, including without limitation any personal
liability of any kind under any law, rule, regulation, agreement or
understanding applicable to the Company and the persons who serve as officers
and directors thereof or any subsidiary or affiliate thereof, during the Employment
Period or thereafter unless a result of Executive’s gross negligence or willful
misconduct.  The Company shall cover
Executive under general liability insurance, errors and omissions insurance (if
any) and any other Company insurance, both during and, while potential
liability exists, after the Employment Period in the same amount and to the
same extent as the Company covers its other officers and directors and will
make available to Executive any certificates of the foregoing.


 


6.3                                 Notices.  Any notice
provided for herein shall be in writing and shall be deemed to have been given
or made (a) when personally delivered or (b) when sent by telecopier
and confirmed within 48 hours by letter mailed or delivered to the party to be
notified at its or his address set forth herein; or three days after being sent
by registered or certified mail, return receipt requested, (or by equivalent
currier with delivery documentation such as FEDEX or UPS) to the address of the
other party set forth or to such other address as may be specified by notice
given in accordance with this section 6.3:


 


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  If
  to the Company:

  	
   

  	
  ARTISTdirect, Inc.

  
	
   

  	
   

  	
  1601
  Cloverfield Boulevard, Suite 400S

  
	
   

  	
   

  	
  Santa
  Monica, California 90404-4082

  
	
   

  	
   

  	
  Telephone:

  	
  (310)
  956 3300

  
	
   

  	
   

  	
  Facsimile:

  	
  (310)
  956 3301

  
	
   

  	
   

  	
  Attention:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
  If
  to Executive:

  	
   

  	
  Rene
  Rousselet

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					






 


6.4                                 Severability. 
If any provision of this Agreement, or portion thereof, shall be held
invalid or unenforceable by a court of competent jurisdiction, such invalidity
or unenforceability shall attach only to such provision or portion thereof, and
shall not in any manner affect or render invalid or unenforceable any other
provision of this Agreement or portion thereof, and this Agreement shall be
carried out as if any such invalid or unenforceable provision or portion
thereof were not contained herein.  In
addition, any such invalid or unenforceable provision or portion thereof shall
be deemed, without further action on the part of the parties hereto, modified,
amended or limited to the extent necessary to render the same valid and
enforceable.


 


6.5                                 Waiver.  No waiver by
a party hereto of a breach or default hereunder by the other party shall be
considered valid, unless expressed in a writing signed by such first party, and
no such waiver shall be deemed a waiver of any subsequent breach or default of
the same or any other nature.


 


6.6                                 Entire Agreement. 
This Agreement sets forth the entire agreement between the Parties with
respect to the subject matter hereof, and supersedes any and all prior
agreements between the Company and Executive, whether written or oral, relating
to any or all matters covered by and contained or otherwise dealt with in this
Agreement including that certain Offer of Employment dated January 29,
2007.  This Agreement does not constitute
a commitment of the Company with regard to Executive’s employment, express or
implied, other than to the extent expressly provided for herein.


 


6.7                                 Amendment.  No modification,
change or amendment of this Agreement or any of its provisions shall be valid,
unless in writing and signed by the party against whom such claimed
modification, change or amendment is sought to be enforced.


 


6.8                                 Authority.  The Parties
each represent and warrant that it or he has the power, authority and right to
enter into this Agreement and to carry out and perform the terms, covenants and
conditions hereof.


 


6.9                                 Attorneys’ Fees. 
If either party hereto commences an arbitration or other action against
the other party to enforce any of the terms hereof or because of the breach by
such other party of any of the terms hereof, the prevailing party shall be
entitled, in addition to any other relief granted, to all actual out-of-pocket
costs and expenses incurred by such prevailing party in connection with such
action, including, without limitation, all reasonable attorneys’ fees, and a
right to such costs and expenses shall be deemed to have accrued upon the
commencement of such action and shall be enforceable whether or not such action
is prosecuted to judgment.


 


6.10                           Titles.  The titles of
the sections of this Agreement are inserted merely for convenience and ease of
reference and shall not affect or modify the meaning of any of the terms,
covenants or conditions of this Agreement.


 


6.11                           Applicable Law; Choice of Forum. 
This Agreement, and all of the rights and obligations of the parties in
connection with the employment relationship established hereby, shall be
governed by and construed in accordance with the substantive laws of the State
of California without giving effect to principles relating to conflicts of law.


 


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6.12                           Arbitration.


 


6.12.1                  Scope.  To the
fullest extent permitted by law, Executive and the Company agree to the binding
arbitration of any and all controversies, claims or disputes between them
arising out of or in any way related to this Agreement, the employment
relationship between the Company and Executive and any disputes upon termination
of employment, including but not limited to breach of contract, tort,
discrimination, harassment, wrongful termination, demotion, discipline, failure
to accommodate, family and medical leave, compensation or benefits claims,
constitutional claims; and any claims for violation of any local, state or
federal law, statute, regulation or ordinance or common law.  For the purpose of this agreement to
arbitrate, references to “Company” include all parent, subsidiary or related
entities and their employees, supervisors, officers, directors, agents, pension
or benefit plans, pension or benefit plan sponsors, fiduciaries,
administrators, affiliates and all successors and assigns of any of them, and
this agreement to arbitrate shall apply to them to the extent Executive’s
claims arise out of or relate to their actions on behalf of the Company.


 


6.12.2                  Arbitration Procedure. 
To commence any such arbitration proceeding, the party commencing the
arbitration must provide the other party with written notice of any and all
claims forming the basis of such right in sufficient detail to inform the other
party of the substance of such claims. 
In no event shall this notice for arbitration be made after the date
when institution of legal or equitable proceedings based on such claims would
be barred by the applicable statute of limitations.  The arbitration will be conducted in Los
Angeles, California, by a single neutral arbitrator and in accordance with the
then-current rules for resolution of employment disputes of the American
Arbitration Association (“AAA”).  The
Arbitrator is to be selected by the mutual agreement of the Parties.  If the Parties cannot agree, the Superior
Court will select the arbitrator.  The
parties are entitled to representation by an attorney or other representative
of their choosing.  The arbitrator shall
have the power to enter any award that could be entered by a judge of the trial
court of the State of California, and only such power, and shall follow the law.  The award shall be binding and the Parties
agree to abide by and perform any award rendered by the arbitrator.  The arbitrator shall issue the award in
writing and therein state the essential findings and conclusions on which the
award is based.  Judgment on the award
may be entered in any court having jurisdiction thereof.  The Company shall bear the costs of the
arbitration filing and hearing fees and the cost of the arbitrator.


 


6.13                           This Agreement shall not be terminated by
any voluntary or involuntary dissolution of the Company resulting from either a
merger or consolidation in which the Company is not the consolidated or
surviving corporation, or a transfer of all or substantially all of the assets
of the Company.  In the event of any such
merger or consolidation or transfer of assets, Executive’s rights, benefits and
obligations hereunder shall be assigned to the surviving or resulting
corporation or the transferee of the Company’s assets.


 


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


 


 


	
   

  	
   

  	
  ARTISTdirect, Inc.,
  a Delaware corporation 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rene
  Rousselet

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Dimitri
  Villard 

  
	
   

  	
   

  	
  Title:

  	
   Chief
  Executive Officer

  
					



 


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