Employment Agreement - ARTISTdirect LLC and Marc Geiger
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated as of July 28,
1998 (the "Effective Date") and is entered into between ARTISTdirect, LLC a
California limited liability company (the "Company") and Marc Geiger
("Employee").
R E C I T A L S
WHEREAS, the Company desires to employ Employee to serve the Company and
its subsidiaries, and Employee desires to be so employed by the Company, on the
terms and subject to the conditions hereinafter set forth.
WHEREAS, the execution of this Agreement is a condition to the closing
of the transactions contemplated in that certain Securities Purchase Agreement
dated of even date herewith by and among the Company, The Ultimate Band List,
LLC, a California limited liability company (the "UBL"), Constellation Venture
Capital, L.P., a Delaware limited partnership, and Constellation Ventures (BVI),
Inc., a British Virgin Islands corporation.
A G R E E M E N T
NOW, THEREFORE, the parties hereto have agreed, and do hereby mutually
agree, as follows:
1. Employment and Duties. Subject to the other terms and conditions set forth
herein, the Company hereby employs Employee, and Employee agrees to be employed
by the Company, as Co-Chief Executive Officer of the Company and all of its
subsidiaries, including, without limitation, the UBL. As long as there is
another Co-Chief Executive Officer of the Company or a particular subsidiary of
the Company, Employee and such other Co-Chief Executive Officer shall be the
most senior executives of the Company or such subsidiary, as applicable. At all
times during the Term, if there is no other Co-Chief Executive Officer of the
Company or a particular subsidiary of the Company, then Employee, alone, shall
be the most senior executive of the Company or such subsidiary of the Company,
as applicable. Employee shall report solely and directly to the "Company Board"
(as defined below). For purposes of this Agreement, "Company Board" shall mean
the Board of Directors of the Company, or, if none, the members of the Company.
Subject to supervision by the Company Board and to the provisions of the
Operating Agreement of the Company dated of even date herewith, as the same may
be amended from time to time, Employee and the other Co-Chief Executive Officer
of the Company shall have full authority over the day-to-day operations of the
Company and all of its subsidiaries and over all officers and employees of the
Company and/or its subsidiaries (other than the other Co- Chief Executive
Officer of the Company and its subsidiaries) including the power to hire and,
subject to contractual commitments and/or any required approvals of the
compensation committee of the Company Board, or, if none, the Company Board (the
"Committee"), fire employees.
2. Devotion. During the Term, Employee shall faithfully perform to the best of
his ability and in a satisfactory manner all services and acts necessary or
advisable as both (i) are consistent with his title and position and (ii) may
reasonably be assigned to him by the Company Board. In addition, during the
Term, Employee shall devote his business time, skill and energies exclusively to
the business of the Company and its subsidiaries and affiliates from time to
time (the "Subsidiaries").
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3. Principal Place of Employment. During the Term, Employee's place of
employment shall be at the principal offices of the Company in the Los Angeles
area; provided, however, it is agreed that Employee will be expected to travel
from time to time at the Company's expense in accordance with the provisions of
Section 6(c) below.
4. Term. The term of Employee's employment (the "Term") shall commence on the
Effective Date and continue for an initial period until July 27, 2001 (the
"Initial Period"), unless terminated sooner as provided in Section 7 below.
Beginning July 28, 2001 and upon each successive one (1) year anniversary
thereof, the Term shall extend automatically for an additional one (1)-year
period unless either the Company gives Employee or Employee gives Company
written notice not less than ninety (90) and not more than one hundred twenty
(120) days prior to the end of the then-current period of its or his intention
not to extend the Term; provided, however, that the Term may terminate earlier
as provided in Section 7 below.
5. Compensation. For all services to be rendered by Employee hereunder, and for
all rights granted the Company hereunder, Employee shall be paid by the Company
the amounts set forth in this Section 5.
(a) Base Salary. The Company shall pay Employee a base salary at the
annual rate of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) for each twelve
(12)-month period of the Term, prorated for any portion thereof, payable in
accordance with the Company's standard payment schedule for employees.
(b) Guaranteed Bonuses. During each twelve (12)-month period of the
Term, the Company shall pay Employee a guaranteed bonus in an amount equal to
ONE HUNDRED THOUSAND DOLLARS ($100,000), prorated for any portion thereof,
payable in arrears at the end of each three (3)-month period during such twelve
(12)-month period of the Term.
Amounts payable to Employee pursuant to this Section 5 shall be subject to
required withholdings and reviewed for any increases annually by the Committee,
provided that any adjustments shall be in the sole discretion of the Committee.
6. Employee Benefits; Reimbursement for Expenses.
(a) Employee shall be entitled to participate in such Company
retirement, profit sharing and pension plans and life and other insurance
programs, as well as other benefits programs, which are available to other
similarly situated employees of the Company at not less than the level generally
afforded to the other most senior executives of the Company, subject to the
Company's policies with respect to all of such benefits or insurance programs or
plans; provided, however, that notwithstanding anything herein to the contrary,
the Company shall not be obligated to institute or maintain any particular
benefit or insurance program or plan or aspect thereof.
(b) Employee shall be entitled to not less than three (3) weeks vacation
during each year of the Term hereof to be scheduled at mutually agreeable times
and accrued and taken in accordance with Company policy.
(c) During the Term, the Company agrees to reimburse Employee for such
reasonable, ordinary, necessary and authorized actual out-of-pocket expenses
incurred by Employee in the performing of assigned duties subject to approval by
the Company or the Company's designated agent, including but not limited to for
business-related travel (business class, or, if unavailable, first class),
hotel, meals, automobile allowance of $750 per month
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before taxes, telephone calls, buy-sell insurance premiums and entertainment. As
an additional condition to the reimbursement of such expenses by the Company to
Employee, Employee shall provide the Company with copies of all available
invoices and receipts, and otherwise account to the Company in sufficient detail
and with adequate documentation to allow the Company to confirm the business
nature of the expenses and claim an income tax deduction for such paid items, if
such items are deductible. The obligations of the Company to make the
reimbursements specified hereunder shall survive any termination of the Term.
7. Termination.
(a) The Company may terminate Employee's employment hereunder after the
occurrence and during the continuance of any "Disability" (as defined below) of
Employee, upon thirty (30) days' prior written notice to Employee. For purposes
of this Agreement, "Disability" means Employee's incapacity to perform
substantially all of his then current duties as required hereunder for one
hundred eighty (180) days or more within any period of three hundred sixty-five
(365) consecutive days because of mental or physical condition, illness or
injury, consistent with applicable state and federal law. In the event of any
dispute regarding the existence of Employee's Disability, the matter will be
resolved by the determination of a physician qualified to practice medicine in
the State of California, selected by Employee and reasonably approved by the
Company, or, failing such approval, by a majority of three physicians qualified
to practice medicine in the State of California, one to be selected by the
Company, one to be selected by Employee and the third to be selected by the two
designated physicians. For this purpose, Employee will submit to appropriate
medical examinations.
(b) The Company may terminate Employee's employment hereunder for
"Cause." For the purposes of this Agreement, "Cause" shall mean Employee shall
have (i) committed fraud, embezzlement or material dishonesty against the
Company or any of its Subsidiaries or an act of moral turpitude; (ii) engaged in
gross negligence or willful misconduct in the performance of Employee's duties
hereunder; (iii) been convicted of, or pleaded nolo contendere to, any felony;
(iv) breached any material provision hereof or failed to perform any material
duty assigned to Employee in accordance with the terms hereof; or (v) materially
misappropriated for his own purpose and benefit any property or opportunity of
the Company, or any Subsidiary or other affiliated entity of Company.
Notwithstanding anything to the contrary contained herein, none of the foregoing
events or circumstances (other than clause (iii) above) shall constitute "Cause"
for purposes of this Agreement unless the Company gives Employee written notice
delineating the claimed event or circumstance and setting forth the Company's
intention to terminate Employee's employment if such claimed event or
circumstance is not capable of remedy or is not duly remedied within a
reasonable period following such notice (not to exceed sixty (60) days), if
capable of remedy, and Employee fails to remedy such event or circumstance
within such reasonable period.
(c) The employment of Employee hereunder shall be automatically
terminated on the date of Employee's death.
(d) Employee may terminate his employment hereunder forthwith at any
time for "Good Reason" (as hereinafter defined) upon written notice to the
Company. For purposes of this Section 7(d), "Good Reason" shall mean the
occurrence of any of the following: (i) a material reduction or adverse change
in, or a change that is materially inconsistent with, Employee's
responsibilities, duties, authority, reporting, power, functions, title, working
conditions or status; (ii) a reassignment of Employee to a geographic location
in excess of thirty-five (35) miles from the Company's current principal
offices; or (iii) a material breach by the Company of any of its obligations to
Employee hereunder. Notwithstanding anything to the
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contrary contained herein, none of the foregoing events or circumstances) shall
constitute "Good Reason" for purposes of this Agreement unless the Employee
gives Company written notice delineating the claimed event or circumstance and
setting forth the Employee's intention to terminate Employee's employment if
such claimed event or circumstance is not capable of remedy or is not duly
remedied within a reasonable period following such notice (not to exceed sixty
(60) days), if capable of remedy, and Company fails to remedy such event or
circumstance within such reasonable period.
(e) If Employee's employment is terminated pursuant to this Section 7,
Employee shall be entitled to, and the Company's obligation hereunder shall be
limited to, (i) the payment of the compensation (including, without limitation,
guaranteed bonus) accrued under Section 5 above to the effective date of such
termination and (for any termination other than pursuant to Section 7(b) above)
a pro rata portion of (A) any bonuses or incentive compensation payable with
respect to any period commencing prior to the termination date but not expired
as of the termination date, or (B) if no such bonuses or incentive compensation
is payable with respect to such period, so long as the Company's earnings before
interest, taxes, depreciation and amortization ("EBITDA") during the fiscal year
of the Company prior to the fiscal year in which the termination occurs was not
more than 150% higher than the EBITDA of the Company during the fiscal year in
which the termination occurs, any bonus or incentive compensation paid to
Employee with respect to the prior Contract Year; (ii) any approved unreimbursed
expenses and other accrued employee benefits (as described above) through the
date of termination; and (iii) the additional compensation provided in Section
7(f) below, if any.
(f) If Employee's employment is terminated:
(i) by the Company pursuant to 7(a) above, Employee will receive the
benefit of any Company disability plans; or
(ii) (A) by the Company other than pursuant to Sections 7(a), 7(b)
or 7(c) above, or (B) by Employee pursuant to Section 7(d) above, the Company
shall continue to pay to Employee Employee's salary in equal monthly
installments, and Employee's guaranteed bonuses in equal quarterly installments,
in each case at the annualized levels being paid to Employee pursuant to Section
5 above at the time of such termination, for a period of twelve (12) consecutive
months after the effective date of such termination, and less required
withholdings. In addition, during such twelve (12)-month period, Employee shall
be entitled to continued participation in all of the Company's employee benefit
plans, including, without limitation, continued accrual for retirement benefits
and continued coverage under any Company medical, hospitalization, or life
insurance plan; provided, however, that the Company may, at its option, in lieu
of continuing Employee's participation in any or all such benefit plans, pay
Employee a lump sum equal to the aggregate cost to the Company of Employee's
participation in the benefit plan in which Employee shall no longer participate,
which lump sum shall be calculated based upon the cost to the Company of
Employee's participation in such benefit plan immediately prior to the
termination of Employee's employment. The parties hereto agree that the payments
set forth in this Section 7(f)(ii) constitute fair compensation and the sole
remedy for damages for any termination by the Company other than pursuant to
Section 7(a), 7(b) or 7(c) above, or by Employee pursuant to Section 7(d) above.
(g) Employee shall have no duty of mitigation and shall not be subject
to any right of offset with respect to any compensation received by Employee on
or after the termination of his employment.
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(h) Nothing in this Agreement shall be deemed a release or waiver of
right to any medical or other employee benefits available to Employee on or
after the effective date of termination of the executive's employment by the
Company under any federal, state or local law that provides for the continuation
of any medical or other employee benefits after employment.
8. Rights to Works. In return for the consideration described herein, Employee
agrees as follows:
(a) All programs, inventions, recordings and work product of any nature
made pursuant to this Agreement or otherwise in the course of Employee's
services and Employee's contributions thereto (hereinafter referred to as
"Works") shall belong solely and exclusively to the Company. The Company shall
have the perpetual and exclusive right to use, exhibit, distribute, or license
throughout the universe, any Work or part thereof in which Employee's services
are utilized by all forms of audio, visual, textual, digital, electronic or
other distribution that are now known or may hereafter exist, and otherwise
exploit such Works in such media, forums and for such uses throughout the
universe as it deems appropriate; provided, however, that no likeness or quote
of Employee shall be used without Employee's written consent. All revenues
derived by the Company from the use, exhibition, distribution, licensing, or
other exploitation of such Works shall be the sole and exclusive property of the
Company.
(b) To the extent that the Works are considered: (i) contributions to
collective works and/or (ii) as parts or components of audiovisual works, the
parties hereby expressly agree that the Works shall be considered "works made
for hire" under the United States Copyright Act of 1976, as amended (17 U.S.C.
Section 101 et seq.). In accordance therewith, the sole right of copyright in
and to the Works shall belong exclusively to the Company in perpetuity. To the
extent that the Works are deemed works other than contributions to collective
works and/or parts or components of audiovisual works, Employee hereby assigns
to the Company all rights, title and interest in and to the copyrights of such
Works and all renewals and extensions of the copyrights that may be secured
under the laws now or hereafter in force and effect in the United States of
America or any other country or countries. At the Company's reasonable written
request and sole expense, Employee shall execute, verify, acknowledge, deliver
and file any and all formal assignments, recordations and any and all other
documents that the Company may prepare and reasonably call for to give effect to
the provisions of this Agreement. If Employee fails to execute any such document
or instrument, or perform any such act, within ten (10) business days, Employee
shall be deemed to have irrevocably constituted and appointed the Company, with
full power of substitution, to be Employee's true and lawful attorney, in
Employee's name, place, and stead, to execute, acknowledge, swear to, and file
all instruments, conveyances, certificates, agreements, and other documents, and
to take any action which may be necessary or appropriate to effect the
provisions of this Section 8. The powers of attorney granted herein shall be
deemed to be coupled with an interest and shall be irrevocable.
(c) It is understood that the rights granted to the Company in this
Section 8 shall continue in effect after the termination or expiration of this
Agreement to the extent necessary for the Company's full enjoyment of such
rights.
(d) All provisions of this Agreement relating to the assignment by
Employee of any invention or innovation are subject to the provisions of
California Labor Code Sections 2870, 2871 and 2872. In accordance with Section
2870 of the California Labor Code, the obligation to assign as provided in this
Agreement does not apply to an invention or innovation that Employee developed
entirely on his own time without using the Company's equipment, supplies,
facilities, or trade secret information except for those inventions that either:
(i) relate to
<PAGE> 6
either (A) the business of the Company or any of its Subsidiaries at the time of
conception or reduction to practice of the invention, or (B) actual or
demonstrably anticipated research or development of the Company or any of its
Subsidiaries; or (ii) result from any work performed by Employee for the Company
or any of its Subsidiaries.
(e) Employee shall disclose all inventions and innovations to the
Company, even if Employee does not believe that he or she is required under this
Agreement, or pursuant to California Labor Code Section 2870, to assign his
interest in such invention or innovation to the Company. If the Company and
Employee disagree as to whether or not an invention or innovation is included
within the terms of this Agreement, it will be the responsibility of Employee to
prove that it is not included.
9. Noncompetition; Nonsolicitation. In recognition of the considerations
described herein, Employee agrees that for so long as Employee is employed by
the Company, and until the "Expiration Date" (as defined below), Employee will
not, directly or indirectly, without the prior written consent of the Company:
(a) enter into the employ of, or render any services to, any person,
firm or business entity engaged in any business that at that time is competitive
with the business of the Company or any Subsidiary (a "Competitive Business"),
including, without limitation, any business that:
(i) anywhere in the world: (A) operates a meta-music index or search
engine on the World Wide Web; or (B) sells or offers to sell through a World
Wide Web site music-related products or services, including, without limitation,
any devices or other means, whether utilizing technology existing as of the date
hereof or devised hereafter, on or by which sound may be recorded, transmitted
or reproduced, with or without a visual reproduction, primarily for home and/or
consumer use, including, without limitation, analog disc records, analog tape
cassettes, compact discs, mini-discs, digital audio tapes, video cassettes,
laser discs, and downloading via the internet ("Records"); or
(b) within a fifty (50) mile radius of the principal office of the
Company or the relevant Subsidiary: (A) plans, develops, produces, and/or
promotes live musical or new media events; (B) represents musical artists for
personal appearance tours and live concerts, and/or clients involved in new
media endeavors; or (B) engages in the creation, distribution, marketing and/or
promotion of Records;
(c) engage in any Competitive Business for Employee's own account;
(d) become interested in any Competitive Business as an individual,
partner, shareholder (other than as described below), creditor, director,
officer, principal, agent, employee, trustee, consultant, advisor, franchisee or
in any other relationship or capacity;
(e) authorize his name or reputation to be used by any Competitive
Business;
(f) contact or solicit, or attempt to contact or solicit, for Employee's
own account or any account other than that of the Company or any Subsidiary, any
person or business entity that was a client or customer of the Company or any
Subsidiary within the six (6)-month period preceding the effective date of the
termination of Employee's employment;
(g) contact or solicit, or attempt to contact or solicit, for Employee's
own account or any account other than that of the Company or any Subsidiary, any
person or business entity
<PAGE> 7
that has been contacted, orally or in writing, by the Company or any affiliated
entity of the Company as a potential customer or client within the six (6)-month
period preceding the effective date of the termination of Employee's employment;
or
(h) hire, subcontract, employ or engage, or contact or solicit, or
attempt to contact or solicit, for the purpose of hiring, contracting, employing
or engaging, for Employee's own account or any account other than that of the
Company or any Subsidiary, any person or entity (other than Employee's personal
assistant) who was an employee or exclusive subcontractor of the Company or any
affiliated entity of the Company at any time during the six (6)-month period
preceding the effective date of the termination of Employee's employment;
provided, however, that nothing contained in this Section 9 shall be deemed to
prohibit Employee from acquiring or holding, solely for investment, publicly
traded securities of any corporation some of the activities of which are
competitive with the business of the Company so long as such securities, in the
aggregate, constitute less than five percent (5%) of any class or series of
outstanding securities of such corporation. For purposes of this Section 9, the
"Expiration Date" shall mean the later of (i) the expiration of the then current
period of the Term and (ii) the date one (1) year after the effective date of
the termination of Employee's employment pursuant to Section 7 above; provided,
however, that in the case of either the Company's termination of Employee's
employment other than pursuant to Sections 7(a) or 7(b) above or Employee's
voluntary resignation pursuant to Section 7(d) above, the "Expiration Date"
shall mean the effective date of the termination of Employee's employment.
10. Trade Secrets. During the term of this Agreement and at all times
thereafter, Employee shall hold in secrecy all trade secrets and confidential
information relating to the Company's (and its affiliates') business and affairs
that may come to his knowledge or have come to his knowledge while employed by
the Company (excluding information that is or becomes publicly known or
available for use through no fault of Employee), including but not limited to:
(a) matters of a business nature, such as confidential information about costs,
profits, markets, sales, lists of customers, lists of clients and other
information of a similar nature, (b) confidential plans or strategies for
development of the business of the Company and (c) confidential matters of a
technical nature. Except as required in the performance of his duties to the
Company under this Agreement, Employee shall not use for his own benefit or
disclose to any person, directly or indirectly, such matters unless such use or
disclosure has been specifically authorized in writing by the Company in
advance.
11. Employee's Representations. Employee hereby represents and warrants that:
(a) he has the right to enter into this Agreement and to grant the rights
granted by him herein, (b) the provisions of this Agreement do not violate any
other contracts or agreements to which he is a party and that would adversely
affect his ability to perform his obligations hereunder, and (c) he will comply
with all policies of the Company of which he has notice, provided they are
consistent with applicable laws.
12. The Company's Representations. The Company hereby represents and warrants
that: (a) it has the right, power and authority to enter into this Agreement and
to incur the obligations incurred by it herein, (b) this Agreement has been duly
and validly authorized by the Company, and (c) the provisions of this Agreement
do not violate any other contracts or agreements to which it is a party that
would adversely affect its ability to perform its obligations hereunder.
13. Indemnification. The Company agrees that Employee shall be entitled to
indemnification and payment or reimbursement of expenses (including, without
limitation, attorneys' fees and expenses) to the fullest extent provided to
employees in the Company's Operating Agreement,
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as in effect on the date hereof, and as it may be amended (but in no event on
terms less favorable to Employee than those in effect on the date hereof), for
all damages, losses and expenses incurred by Employee in connection with any
third-party claim, action, suit or proceeding that arises from Employee's
services and/or activities (other than Employee's gross negligence or willful
misconduct) as an officer and/or employee of the Company or any affiliate
thereof. This Section 13 shall survive any termination of the Term.
14. Voting Agreement. In consideration of the Company's execution and delivery
of this Agreement, Employee shall execute and deliver a Voting Agreement and
Power of Attorney substantially in the form attached hereto as Exhibit A.
15. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the internal substantive laws (and not the laws of
choice of laws) of the State of California.
16. Costs. If either party brings any legal action against the other to enforce
its rights under this Agreement, the prevailing party in such dispute shall be
entitled to recover from the other party all reasonable fees, costs and expenses
actually incurred in enforcing its rights under this Agreement including,
without limitation, the reasonable fees and expenses of attorneys, accountants
and expert witnesses, which shall include, without limitation, all fees, costs
and expenses of appeals and of enforcement.
17. Entire Agreement. This Agreement constitutes the whole agreement of the
parties hereto in reference to any employment of Employee by the Company and in
reference to the subject matter hereof, and all prior agreements, promises,
representations and understandings relative thereto are merged herein.
18. Assignability.
(a) In the event that the Company shall merge or consolidate with any
other corporation, partnership or business entity or all or substantially all
the Company's business or assets shall be transferred in any manner to any other
corporation, partnership or business entity, such successor shall thereupon
succeed to, and be subject to, all rights, interests, duties and obligations of,
and shall thereafter be deemed for all purposes hereof to be, the Company
hereunder and the Company shall obtain a written assumption agreement from such
successor prior to completion of any such merger, consolidation or sale of
assets.
(b) This Agreement is personal in nature and neither of the parties
hereto shall, without the written consent of the other party hereto, assign or
transfer this Agreement or any rights or obligations hereunder, except by
operation of law or pursuant to the terms of Section 18(a) above.
(c) Nothing expressed or implied herein is intended or shall be
construed to confer upon or give to any person, other than the parties hereto,
any right, remedy or claim under or by reason of this Agreement or of any term,
covenant or condition hereof.
19. Remedies. Any material breach, violation or evasion by Employee of the terms
of this Agreement, including specifically, but not limited to, Sections 8, 9 and
10 above, would result in immediate and irreparable injury and harm to the
Company, and would cause damage to the Company in amounts difficult to ascertain
and for which Company's remedies and defenses at law would be inadequate.
Accordingly, in the event of any such breach or threatened breach, the Company
shall be entitled to, and Employee hereby consents to the entry of, the remedies
<PAGE> 9
or injunction and specific performance, or either of such remedies, as well as
all other remedies to which the Company may be entitled, at law, in equity or
otherwise.
20. Covenants Reasonable as to Time and Territory. Employee and the Company have
considered carefully the nature and extent of the restrictions set forth in this
Agreement and the rights and remedies conferred upon the Company under this
Agreement, and hereby acknowledge and agree that (i) the same are reasonable in
time and territory (ii) and that the consideration provided to the Employee
hereunder is sufficient to compensate the Employee for the restrictions
contained in this Agreement.
21. Amendments; Waivers. This Agreement may be amended, modified, superseded,
canceled, renewed or extended and the terms or covenants hereof may be waived
only by a written instrument executed by the parties hereto or, in the case of a
waiver, by the party waiving compliance. Any amendment to a material term of
this Agreement shall require the approval of the Committee. The failure of any
party at any time or times to require performance of any provision hereof shall
in no manner affect the right at a later time to enforce the same. No waiver by
any party of the breach of any term or provision contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.
22. Notice. All notices, consents, requests and other communications hereunder
shall be in writing and, if given by personal delivery, shall be deemed to have
been validly served, given or delivered upon actual delivery and, if mailed or
delivered by overnight courier, shall be deemed to have been validly served,
given or delivered when deposited in the United States mail, as registered or
certified mail, with proper postage prepaid, or when deposited with the courier
<PAGE> 10
service, and addressed to the party or parties to be notified, at the following
addresses (or such other address(es) as a party may designate for itself by like
notice):
If to Employee: Marc Geiger
3378 Alginet Drive
Encino, California 91436-4122
If to the Company: Artist Direct, LLC
17835 Ventura Blvd.
Suite 310
Encino, California 91316
With a copy to: Lenard & Gonzalez LLP
1900 Avenue of the Stars
Twenty-Fifth Floor
Los Angeles, California 90067
Attn: Allen D. Lenard, Esq.
23. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
or affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent that a
restrictive covenant contained herein may, at any time, be more restrictive than
permitted under the laws of any jurisdiction where this Agreement may be subject
to review and interpretation, the terms of such restrictive covenant shall be
those allowed by law and the covenant shall be deemed to have been revised
accordingly. Each and every term of this Agreement shall be enforced to the
fullest extent permitted by law.
24. Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original and both of which together shall be deemed one
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"EMPLOYEE" "COMPANY"
/s/ Marc Geiger ARTISTdirect, LLC
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Marc Geiger
By: /s/ Illegible
----------------
Its: Member