Exhibit 10.1
AMENDED AND RESTATED SERVICES AGREEMENT
THIS AMENDED AND RESTATED SERVICES AGREEMENT (this "Agreement"), dated as of
March 6, 2008, (the "Effective Date") is entered into between
ARTISTdirect, Inc., a Delaware corporation (the "Company"), and Jon Diamond
("Diamond").
RECITALS
WHEREAS, the Company has employed Diamond as its Chief Executive Officer
pursuant to the terms set forth in the July 28, 2005 Employment Agreement ("2005
Employment Agreement"), as amended from time to time.
WHEREAS, the Company and Diamond mutually desire to amend and restate the 2005
Employment Agreement to set forth the manner in which Diamond will end his
employment as Chief Executive Officer and become the Chairman of its Board of
Directors.
AGREEMENT
In consideration for the promises set forth in this Agreement, the sufficiency
of which is hereby acknowledged, the parties mutually agree as follows:
1.
EFFECT ON 2005 EMPLOYMENT AGREEMENT.
THE PARTIES HEREBY AGREE
THAT THE 2005 EMPLOYMENT AGREEMENT IS HEREBY TERMINATED EXCEPT AS PROVIDED
HEREIN AND FOR THE PROVISIONS OF SECTIONS 8, 9 AND 16 THEREOF WHICH SHALL
CONTINUE IN ACCORDANCE WITH THEIR TERMS.
Except as expressly provided herein, all rights and obligations that arose
pursuant to the 2005 Employment Agreement and all subsequent amendments are
hereby extinguished including, without limitation, Diamond's right to payments
and/or benefits pursuant to Section 7(f)(ii).
Furthermore, and without
limitation to the foregoing, all Performance Vesting Options provided for by
Diamond's Employment Agreement, as amended by that document entitled Amendment
No. 1 entered into between the Parties on October 11, 2005, shall be terminated.
2.
EMPLOYMENT AND DUTIES.
SUBJECT TO THE OTHER TERMS AND CONDITIONS
SET FORTH HEREIN, AS OF THE EFFECTIVE DATE, (A) DIAMOND HEREBY RESIGNS FROM THE
POSITION OF CHIEF EXECUTIVE OFFICER AND (B) DIAMOND WILL BE ELECTED AS THE
NON-EXECUTIVE CHAIRMAN OF THE BOARD (THE "CHAIRMAN").
DIAMOND WILL SERVE AS
CHAIRMAN AT THE DISCRETION OF THE BOARD OF DIRECTORS ("TERM").
DIAMOND AGREES
THAT HE WILL RESIGN FROM THE POSITION OF CHAIRMAN UPON FIVE DAY'S NOTICE FROM
THE BOARD.
AS OF THE EFFECTIVE DATE, DIAMOND WILL NO LONGER BE AN EMPLOYEE OF
THE COMPANY AND SHALL NOT BE CONSIDERED AN EMPLOYEE FOR ANY PURPOSE INCLUDING,
WITHOUT LIMITATION, UNDER COMPANY BENEFIT PLANS.
3.
CONSIDERATION.
(A)
CONSIDERATION.
IN EXCHANGE FOR THE PROMISES AND AGREEMENTS SET
FORTH IN SECTION 3(B) BELOW, DIAMOND HEREBY PROMISES AND AGREES TO:
(I)
WAIVE ALL RIGHTS ARISING OUT THE 2005 EMPLOYMENT AGREEMENT AS SET
FORTH IN SECTION 1 ABOVE;
(II)
EXECUTE THE GENERAL RELEASE AND WAIVER ATTACHED AS EXHIBIT 1
("GENERAL RELEASE") AND NOT REVOKE THE GENERAL RELEASE.
(B)
COMPANY CONSIDERATION.
IN CONSIDERATION FOR DIAMOND'S (I) WAIVER
OF HIS RIGHTS CONTAINED IN THE 2005 EMPLOYMENT AGREEMENT, (II) EXECUTION AND
NON-REVOCATION OF THE GENERAL RELEASE, AND (III) AGREEMENT TO SERVE AS CHAIRMAN,
THE COMPANY AGREES THAT:
(I)
DIAMOND SHALL RECEIVE NO LESS THAN THE COMPENSATION AVAILABLE TO
THE COMPANY'S INDEPENDENT DIRECTORS.
(II)
THE COMPANY WILL PAY THE DIAMOND SEVERANCE IN THE TOTAL AMOUNT OF
THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) ("SEVERANCE PAY"), MINUS
APPLICABLE WITHHOLDING.
THE SEVERANCE