EXHIBIT 10.2
EMPLOYMENT, CONFIDENTIALITY AND
NONCOMPETITION AGREEMENT
This Employment, Confidentiality and Noncompetition Agreement
("Agreement") is made and entered into this 28th day of July, 2005, by and
between MediaDefender, Inc., a Delaware corporation (the "Company"), and Xxxxxxx
Xxxxxxx ("Executive").
RECITALS:
A. The Company is a leading provider of anti-piracy solutions in the
Internet piracy prevention industry (the "IPP Business");
B. The Company, ARTISTdirect, Inc., a Delaware corporation ("Parent"), and
ARTISTdirect Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of Parent ("Merger Sub"), entered into that certain Agreement and
Plan of Merger dated as of the date hereof (the "Merger Agreement"), pursuant to
which Merger Sub was merged with and into the Company (the "Merger");
C. Prior to consummation of the Merger, Executive served as the Company's
Chief Financial Officer;
D. As a condition to Parent entering into the Merger Agreement, Parent has
requested that the Executive agree, and the Executive has agreed, to remain with
the Company following consummation of the Merger as President; and
E. Executive agrees to be employed by the Company under the terms and
conditions set forth herein;
NOW, THEREFORE, the parties hereby agree as follows:
1. Employment. The Company hereby agrees to employ Executive subject to
the conditions and terms of this Agreement, commencing on the date hereof as the
Chief Financial Officer of the Company on an exclusive basis. Executive shall
have such duties and responsibilities that are customarily associated with the
position of Chief Financial Officer, subject to the reasonable discretion of the
Board of Directors of the Company (the "Board") and, to the extent lawful and
reasonable, shall perform all assigned duties, comply with all employment
policies, and obey all rules, regulations, special instructions and applicable
laws that now exist or that may hereafter be established by the Board and/or the
Company from time to time.
2. Compensation.
2.1 Base Salary. Executive shall be paid annual compensation of
$350,000 ("Base Salary"), subject to standard and required deductions and
payable in accordance with the Company's normal payroll practices. The Base
Salary shall be subject to annual review, and may be increased, but not
decreased, by the Company at its discretion to ensure that the Base Salary
remains competitive compared with senior executives at comparable companies and
based on the revenues and profits being generated by the Company.
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2.2 Performance Bonus. Executive shall also receive a performance
bonus of up to $350,000 if the Company achieves operating earnings before
interest, taxes, depreciation and amortization ("EBITDA") exceeding $7.0 million
and $7.5 million in the twelve (12) month periods ending December 31, 2007 and
December 31, 2008, respectively (the "Performance Bonus"). EBITDA shall be
calculated using the same accounting methods and policies as the Company has
historically used. For purposes of this Section 2.2, if the Company engages in
acquisitions of businesses on or after the date hereof, such acquired businesses
shall not be included for purposes of calculating EBITDA without the prior
approval of Executive.
2.3 Vacation. Executive shall be entitled to vacation in accordance
with the Company's vacation policy, and shall accrue four (4) weeks of paid
vacation per year.
2.4 Benefit Programs. Executive shall be eligible to participate in
the Company's medical, retirement, equity incentive (as described in Section 3),
and other benefit plans to the same extent as other similarly situated
executives of the Company and its affiliates, which may be amended and modified
from time to time.
2.5 Expenses. Executive shall be reimbursed for reasonable
documented business expenses (including, without limitation, travel and
entertainment expenses) incurred in connection with the performance of his
duties hereunder, subject to and in accordance with the policies and procedures
adopted by the Company from time to time.
3. Stock Option Grant. Executive shall receive a stock option grant to
purchase up to two hundred thousand (200,000) shares of common stock of Parent
(the "Option"). The Option shall be issued by Parent on the date hereof with an
exercise price per share based on the fair market value of the common stock of
Parent as of the date hereof, as based on the last reported closing price quote
on the Nasdaq National Market. In any event, the exercise price per share shall
not be less than $1.00. The Option shall vest over a three and one-half (3.5)
year period on a quarterly basis. Executive acknowledges and agrees that the
Option must be reported on an Initial Statement of Beneficial Ownership on Form
3, which shall be filed with the Securities and Exchange Commission on or before
August 8, 2005.
4. Standard of Performance. Executive recognizes and acknowledges that
Executive owes to the Company and Parent the duties of loyalty, care, fidelity
and obedience in all matters pertaining to such employment. Executive agrees to
serve the Company and Parent diligently and faithfully, to perform all duties to
the best of Executive's ability, and to devote all of Executive's working time
to the conduct of the Company's business; provided, however, that Executive
shall be permitted to serve as a member of the board and an officer of
OnSystems, Inc. ("OnSystems") for a period of twelve (12) months from the date
hereof so long as such activity does not materially interfere with Executive's
duties to the Company under this Agreement and so long as OnSystems has not
violated the terms of a Non-Compete Agreement entered into with the Company and
dated as of the date hereof. Executive agrees to use best efforts to cause the
dissolution of OnSystems in the applicable state of incorporation and to obtain
all necessary tax clearances as soon as reasonably practicable, but in no event
later than twelve (12) months from the date hereof.
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5. Initial Term. The initial term of this Agreement shall be from the date
hereof until December 31, 2008 (the "Initial Term").
5.1 Termination of Employment on Death or Disability. If Executive's
employment terminates as a result of Executive's death or his becoming Disabled
(as defined below), Executive's Base Salary will continue for three (3) months
after termination. Such Base Salary shall be payable to Executive's estate.
Executive shall be considered to be Disabled if Executive is suffering from a
medically determinable condition that prevents him, with reasonable
accommodation, from performing the essential duties of his employment for a
continuous period of ninety (90) days or for more than one hundred twenty (120)
non-consecutive days in any twelve (12) month period. The Performance Bonus
shall be paid on a pro-rata basis for the period of time beginning on the date
specified in Section 2.2 above until the date of death or Disability.
5.2 Termination for Cause. The Board may terminate the employment of
Executive at any time, upon written notice, for Cause (as defined below), and
upon such termination, Executive will have no further right to compensation
under Section 2 other than any such amounts of Executive's Base Salary and
vacation benefits that have accrued but have not been paid at the date of
termination, but shall not include any Bonuses. The term "Cause" means (a)
Executive's conviction of or a plea of nolo contendre to the commission of a
felony; or (b) the Board unanimously (without the Executive) makes a good faith
determination that: (i) Executive has failed to perform his material duties,
including fiduciary duties and material duties under this Agreement (other than
by reason of his death or Disability), and that such failure continues for a
period of more than ten (10) business days after written notice from the Board;
or (ii) Executive has committed fraud, misappropriation, embezzlement or gross
misconduct which materially injures the Company or Parent.
5.3 Termination without Cause. The Company, by action of the Board,
may terminate the employment of Executive upon one (1) month written notice to
Executive. If the Company terminates the employment of Executive without Cause,
and provided that Executive shall not be in material breach of Sections 7
through 10 of this Agreement, the Company shall continue to pay Executive's Base
Salary for a period of twelve (12) months beginning on the date of termination,
payable in accordance with normal payroll practices, and any benefits set forth
under Section 2.4 of this Agreement shall also continue for the same period. The
Performance Bonus shall be paid on a pro-rata basis for the period of time
beginning on the date specified in Section 2.2 above until the date of
termination.
5.4 Termination for Good Reason. Executive may terminate his
employment with the Company for Good Reason, at any time, upon written notice,
for Good Reason (as defined below). If Executive terminates his employment with
the Company for Good Reason, and provided that Executive shall not be in
material breach of Sections 7 through 10 of this Agreement, the Company shall
continue to pay Executive's Base Salary for a period of twelve (12) months
beginning on the date of termination, payable in accordance with normal payroll
practices, and any benefits set forth under Section 2.4 of this Agreement shall
also continue for the same period. The Performance Bonus shall be paid on a
pro-rata basis for the period of time beginning on the date specified in Section
2.2. above until the date of termination. The term "Good Reason" means, without
Executive's express written consent, the occurrence of any one
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or more of the following during the term of this Agreement: (a) a material
reduction in Executive's authorities and/or responsibilities (when such
authorities and/or responsibilities are viewed in the aggregate) from their
level then most recently in effect; (b) a reduction by the Company of
Executive's Base Salary; (c) a material reduction by the Company, which
reduction disproportionately affects Executive relative to other similarly
situated executives of the Company, of the Executive's aggregate welfare
benefits and/or incentive targets under the Company's short and/or long-term
incentive programs, or a material reduction of the incentive targets and/or
bonus payments under this Agreement, as such benefits and opportunities exist on
the Effective Date, or as such benefits and opportunities may be increased after
the Effective Date; or (d) Executive's principal office is relocated to a
location that is more than thirty (30) miles from Executive's principal office
as of the date of this Agreement.
5.5 Survival of Agreement. Except as specifically provided herein,
Sections 7, 11 and 14 of this Agreement shall survive termination of this
Agreement.
6. Extended Term. This Agreement shall continue for successive periods of
one (1) year after the Initial Term, upon terms agreed to by the Company and
Executive, unless either Executive or the Company provides written notice that
the Initial Term or any extended term will not be further renewed at least sixty
(60) days prior to the end of the applicable term.
7. Confidential Information.
7.1 Definition of Confidential Information. The Company is in the
IPP Business and has built up and established a positive reputation in the
industry. The Company has developed and continues to develop commercially
valuable technical and non-technical information ("Confidential Information")
that is proprietary and confidential and/or constitutes the Company's "trade
secrets." Such Confidential Information, which is vital to the success of the
Company's business, includes, but is not necessarily limited to: system
documentation, data compilations, software and related codes or formulas,
manuals, methods, techniques, processes, customers, prospective customers,
suppliers, prospective suppliers, contracts with suppliers and customers, sales
proposals, methods of sales, marketing research and data, pricing policies, cost
information, financial information, business plans, specialized requests of the
Company's customers, and other materials and documents developed by the Company.
Confidential Information does not include, however, information which (i) is or
becomes generally available to the public other than as a result of a disclosure
by Executive, (ii) was available to Executive on a non-confidential basis prior
to its disclosure by the Company, or (iii) becomes available to Executive on a
non-confidential basis from a person other than the Company who is not otherwise
bound by a confidentiality agreement with the Company, or is not otherwise
prohibited from transmitting the information to Executive.
7.2 Nondisclosure of Confidential Information. Executive shall not,
at any time, either during employment or during a period of four (4) years
subsequent to employment (i) directly or indirectly, disclose or divulge any
Confidential Information to any person not then employed by the Company, unless
authorized or directed by the Company or ordered by a governmental agency or
court order or (ii) appropriate any Confidential Information for use other than
performance of Executive's duties hereunder. If the Company authorizes or
directs Executive to disclose Confidential Information to any such third party,
Executive must ensure
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that a signed confidentiality agreement is or has been obtained from the third
party to whom Confidential Information is being disclosed and that all
Confidential Information so disclosed is clearly marked "Confidential."
7.3 Return of Confidential and Other Information. All Confidential
Information provided to Executive, and all documents and things prepared by
Executive in the course of Executive's employment, including but not necessarily
limited to correspondence, manuals, letters, notes, lists, notebooks, reports,
flow-charts, proposals, daytimers, planners, calendars, schedules, discs,
financial plans and information, business plans, and other documents and
records, whether in hard copy or otherwise, and any and all copies thereof, are
the exclusive property of the Company and shall be returned immediately to the
Company upon termination of employment or upon the Company's request at any
time.
8. Noncompetition Obligations. For purposes of this Agreement, the term
"Restricted Period" shall mean the period beginning on the date of this
Agreement and ending upon the termination of Executive's employment with the
Company under this Agreement. Executive expressly covenants and agrees that
during the Restricted Period, Executive will not, directly or indirectly, on
behalf of any other person, firm, limited liability company, partnership or
corporation, as owner, employee, creditor, consultant or otherwise, engage in
any aspect of the IPP Business in the United States or other locations where the
Company or Parent may then be conducting the IPP Business (the "Territory");
provided, however, the beneficial ownership of less than five percent (5%) of
the shares of stock of any publicly traded entity shall not be deemed to
constitute a violation of this provision.
9. Customer Non-Solicitation. Executive expressly covenants and agrees
that during the Restricted Period, Executive will not solicit, divert, take
away, or attempt to solicit, divert or take away, any of the Company's or
Parent's customers or the business or patronage of any such customers, either
for himself or on behalf of any other person, firm, partnership, limited
liability company or corporation within the Territory; provided, however, that
this Section 9 shall not prohibit Executive from soliciting such customers with
respect to business that is non-competitive with the IPP Business.
10. Executive Non-Solicitation. Executive expressly covenants and agrees
that during the Restricted Period, Executive will not solicit, recruit or hire
any other employee of the Company or Parent, either for himself or on behalf of
any other person, firm, partnership, limited liability company or corporation.
11. Indemnification. The Company agrees to indemnify Executive, to the
fullest extent permitted by applicable state and federal laws, for claims and
causes of actions relating to his activities as an executive of the Company.
12. D&O Insurance. The Company agrees and Parent acknowledges that
Executive shall be included under Parent's existing D&O insurance policy
effective as of the date hereof.
13. Enforcement.
13.1 Reasonableness of Restrictions. Executive acknowledges that
compliance with this Agreement, including but not limited to Sections 7 through
10, is reasonable and
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necessary to protect the Company's and Parent's legitimate business interests,
including but not limited to, the Company's goodwill and maintaining the
confidentiality of the Company's Confidential Information.
13.2 Irreparable Harm. Executive acknowledges that a breach of
Executive's obligations under this Agreement will result in great, irreparable
and continuing harm and damage to the Company for which there is no adequate
remedy at law.
13.3 Injunctive Relief. Executive agrees that in the event Executive
breaches this Agreement, the Company and/or Parent shall be entitled to seek,
from any court of competent jurisdiction, preliminary and permanent injunctive
relief to enforce the terms of this Agreement, in addition to any and all
monetary damages allowed by law, against Executive.
13.4 Judicial Modification. The parties expressly agree that the
character, duration and geographical scope of such provisions in this Agreement
are reasonable in light of the circumstances as they exist on the date upon
which this Agreement has been executed. The parties have attempted to limit the
Executive's right to compete only to the extent necessary to protect the
Company's and Parent's goodwill, proprietary and/or Confidential Information,
and other business interests. The parties recognize, however, that reasonable
people may differ in making such a determination. Consequently, the parties
hereby agree that a court having jurisdiction over the enforcement of this
Agreement shall exercise its power and authority to reform Executive's covenants
under Sections 7 through 10 above to the extent necessary to cause the
limitations contained therein as to time, geographic area and scope of activity
to be restrained to be reasonable and to impose a restraint that is not greater
than necessary to protect the Company's and Parent's goodwill, Confidential
Information, and other business interests.
13.5 Legal Fees. In the event of any action in law or in equity for
the purposes of enforcing any of the provisions of this Agreement, the
prevailing party as determined by the trier of fact shall be entitled to recover
its reasonable attorney fees, plus court costs and expenses, from the other
party, to the extent permitted by applicable law.
14. Section 280G Provisions. Notwithstanding anything contained in this
Agreement to the contrary, to the extent that any payment, benefit or
distribution of any type to or for Executive by the Company, or any subsidiary
or affiliate of the Company, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (including,
without limitation, any accelerated vesting of stock options or restricted stock
granted prior to the Merger) as a result of the Merger (collectively, the "Total
Payments") is or will be subject to the excise tax ("Excise Tax") imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), (or
any successor to such Section), the Company shall pay to Executive, at the time
Executive pays any Excise Tax with respect to any of such Total Payments (which
may be at the time the Company withholds Excise Tax from any payments or at the
time he files his annual federal income tax return for a year in which Excise
Tax is due or payable), an additional amount (a "Gross-Up Payment") which is,
after the imposition of all income, employment, excise and other taxes,
penalties and interest thereon, equal to the sum of (i) the Excise Tax on such
Total Payments plus (ii) any penalty and interest assessments associated with
such Excise Tax. The initial determination of whether any portion of the Total
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Payments is subject to an Excise Tax and, if so, the amount and time of the
Gross-Up Payment pursuant to this Section 14 shall be made by the Company.
For purposes of determining whether any payments, benefits or amounts will
be subject to the Excise Tax and the amount of any such Excise Tax, Executive
shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is to
be made. Furthermore, the computation of the Gross-Up Payment shall assume (and
adjust for the fact) that (i) there is a loss of miscellaneous itemized
deductions under Section 67 of the Code (or analogous federal or state
provisions) on account of the Gross-Up Payment and (ii) a loss of itemized
deductions under Section 68 of the Code (or analogous federal or state
provisions) on account of the Gross-Up Payment. The computation of the Gross-Up
Payment shall take into account any reduction in the Gross-Up Payment due to the
Executive's share of the hospital insurance portion of FICA and any state
withholding taxes (other than any state withholding tax for income tax
liability). The computation of the state and local income taxes applicable to
the Gross-Up Payment shall be based on the highest marginal rate of taxation in
the state and locality of Executive's residence on the date the Gross-Up Payment
is made, and shall take into account the maximum reduction in federal income
taxes that could be obtained from the deduction of such state and local taxes.
The parties shall cooperate with each other in connection with any reporting,
proceeding or claim relating to the existence or amount of any liability for
Excise Tax, including, but not limited to, Executive preparing and filing his
federal income tax returns in a manner consistent with Company's determination
that an Excise Tax is due or payable as a result of the Total Payments. All
reasonable third party expenses relating to any such proceeding or claim
(including attorneys' fees and other reasonable out of pocket expenses incurred
by the Executive in connection therewith) shall be paid by the Company promptly
upon demand by Executive, and any such payments shall be subject to a Gross-Up
Payment under this Section 14 in the event that Executive is subject to Excise
Tax on it.
In the event that the Excise Tax is subsequently determined to be less
than the amount initially determined by the Company, the Gross-Up Payment shall
be redetermined at the time that the amount of such reduction is Excise Tax is
finally determined, and Executive shall promptly repay to the Company the
portion of the Gross-Up Payment equal to the difference between the Gross-Up
Payment as originally determined and the Gross-Up Payment as finally determined.
In the event that the Excise Tax is finally determined to exceed the amount
originally determined (including by reason of any payment the existence or
amount of which cannot be determined at the time of the Gross-Up Payment), the
Gross-Up Payments shall be redetermined at the time that the amount of such
excess is finally determined, and the Company shall make an additional Gross-Up
Payment equal to the difference between the Gross-Up Payment as originally
determined and the Gross-Up Payment as finally determined. For purposes of the
Section 14, the amount of the Excise Tax and the amount of the Gross-Up Payment
shall be deemed to be "finally determined" upon the earlier of (a) the rendering
of a decision by the Internal Revenue Service or a court of competent
jurisdiction, from which decision no further right of appeal exists or (b) the
expiration of the statutory period for the assessment and collection of the
Excise Tax.
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15. Miscellaneous.
15.1 Waiver; Amendment. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof or thereof may be waived,
only by a written instrument signed by each of the parties hereto or, in the
case of a waiver, by the party waiving compliance. The failure of a party to
insist, in any one or more instances, upon performance of the terms or
conditions of this Agreement shall not be construed as a waiver or
relinquishment of any right granted hereunder or of the future performance of
any such term, covenant or condition. No waiver on the part of any party of any
right, power or privilege, nor any single or partial exercise of any such right,
power or privilege, shall preclude any further exercise thereof or the exercise
of any other such right, power or privilege.
15.2 Agreement Binding. This Agreement shall be binding upon and
inure to the benefit of the Company, the Company's successors, legal
representatives and assigns; Executive and Executive's heirs, executors,
administrators and legal representatives.
15.3 Governing Law. This Agreement is made and entered into in the
State of California and concerns employment situated in said state. This
Agreement shall be interpreted and construed in accordance with the laws of the
State of California.
15.4 Dispute Resolution and Binding Arbitration. Executive and the
Company agree that in the event a dispute arises concerning or relating to
Executive's employment with the Company, except disputes relating to Section 7
through 10 and Section 13 of this Agreement as to which the provisions of this
Section 15.4 shall not apply, such dispute shall be submitted to binding
arbitration in accordance with the employment arbitration rules of American
Arbitration Association ("AAA") by a single impartial arbitrator selected as
follows: if the Company and Executive are unable to agree upon an impartial
arbitrator within ten (10) days of a request for arbitration, the parties shall
request a panel of ten (10) employment arbitrators from AAA and alternatively
strike names until a single arbitrator remains. The arbitration shall take place
in Los Angeles, California, and both Executive and the Company agree to submit
to the jurisdiction of the arbitrator selected in accordance with AAA's rules
and procedures. Except as set forth in Sections 7 through 10 and 13 hereof,
Executive and the Company agree that the arbitration procedure provided for in
this section will be the exclusive avenue of redress for any disputes relating
to or arising from Executive's employment with the Company, and that the award
of the arbitrator shall be final and binding on both parties, and nonappealable.
The arbitrator shall have discretion to award monetary and other damages, or no
damages, and to fashion such other relief as the arbitrator deems appropriate.
The arbitrator shall also have discretion to award the prevailing party
reasonable costs and attorneys' fees incurred in bringing or defending an action
under this provision. EXECUTIVE AND THE COMPANY ACKNOWLEDGE AND AGREE THAT BY
AGREEING TO ARBITRATE THE DISPUTES COVERED BY THIS SECTION 15.4, THEY ARE
WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, EITHER
STATE OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY,
DETERMINED BY A JURY WITH RESPECT TO SUCH DISPUTES. Each party will pay the fees
of their respective attorneys, the expenses of their witnesses, costs of any
record or transcript of the arbitration, and any other expenses connected with
the arbitration that such party might be expected to incur had the dispute been
subject to resolution in court, but all costs of the arbitration that would not
be
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incurred by the parties if the dispute was litigated in court, including fees of
the arbitrator and any arbitration association administrative fees will be paid
by the Company.
15.5 Entire Agreement. This Agreement contains all the
understandings and agreements between the parties concerning matters set forth
in this Agreement. The terms of this Agreement supersede any and all prior
statements, representations and agreements by or between the Company and
Executive, or either of them, concerning the matters set forth in this
Agreement.
15.6 Counterparts. This Agreement may be executed in one (1) or more
counterparts, which when so executed shall constitute one (1) and the same
agreement. Facsimile signatures attached to this Agreement shall be as valid and
binding as original signatures. The headings herein are for reference only and
shall not affect the interpretation of this Agreement.
15.7 Notices. Any notice or communication required or permitted by
this Agreement shall be deemed sufficiently given if in writing and, if
delivered personally, when it is delivered or, if delivered in another manner,
the earlier of when it is actually received by the party to whom it is directed
or when the period set forth below expires (whether or not it is actually
received): (i) if deposited with the U.S. Postal Service, postage prepaid, and
addressed to the party to receive it as set forth below, forty-eight (48) hours
after such deposit as registered or certified mail; or (ii) if accepted by
Federal Express or a similar delivery service in general usage for delivery to
the address of the party to receive it as set forth next below, twenty-four (24)
hours after the delivery time promised by the delivery service. Notices should
be addressed as follows, or to such other address or to the attention of such
other person as the recipient party will have specified by prior written notice
to the sending party:
To The Company:
MediaDefender, Inc.
Attn: Chairman of Board of Directors
0000 Xxxxxxx Xxxxxx
Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
With copies to:
ARTISTdirect, Inc.
Attn: Xxxxxx Xxxxxxxxxx
00000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
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To Executive:
Xxxxxxx Xxxxxxx
00000 Xxxxxxx Xxx., #000
Xxxxxx xxx Xxx, XX 00000
Facsimile: (000) 000-0000
[Reminder of this page left blank intentionally.]
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IN WITNESS WHEREOF, the parties have set their hands as of the date first
above written, and Executive acknowledges that he has read and understands the
entire contents of this Agreement and that he has received a copy of this
Agreement.
"COMPANY"
MediaDefender, Inc.
By: /s/ Xxxxx Xxxx
----------------------------
Name: Xxxxx Xxxx
Title: Chief Executive Officer
"EXECUTIVE"
/s/ Xxxxxxx Xxxxxxx
----------------------------
Xxxxxxx Xxxxxxx
Acknowledged by:
"PARENT"
ARTISTdirect, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
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