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ARTD.OB > SEC Filings for ARTD.OB > Form 8-K on 12-Mar-2008All Recent SEC Filings

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Form 8-K for ARTISTDIRECT INC


12-Mar-2008

Entry into a Material Definitive Agreement, Termination of a Material Definitive


Item 1.01. Entry into a Material Definitive Agreement.

Pursuant to an Amended and Restated Services Agreement dated as of March 6, 2008 (the "Services Agreement") between ARTISTdirect, Inc. (the "Company") and Jon Diamond ("Diamond"), Diamond's employment as Chief Executive Officer was ended and Diamond was elected as the Company's Chairman of the Board of Directors (the "Chairman") effective March 6, 2008. Under the Services Agreement, in consideration of Diamond's waiver of his rights contained in the Employment Agreement dated as of July 28, 2005 (the "Prior Agreement"), the execution by Diamond of a general release in favor of the Company and its affiliates, and his agreement to serve as Chairman, the Company agreed to (a) pay Diamond a severance payment of $350,000 payable in semi-monthly installments for a period of six months, (b) accelerate the vesting of Diamond's "Time Vesting" options,
(c) accelerate the vesting of Diamond's options granted in 2004 to purchase 259,659 shares (the "2004 Options"), (d) extend to February 5, 2011 the exercisability of the Time Vesting Options and to March 29, 2011 for the 2004 Options, and (e) pay Diamond his accrued base salary through February 29, 2008 and 40 days of accrued vacation time.



Item 1.03. Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 is incorporated herein. Pursuant to the Services Agreement, the Prior Agreement was terminated effective March 6, 2008.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 1.01 is incorporated herein. Effective March 6, 2008, Jon Diamond stepped down as Chief Executive Officer and was appointed by the Board of Directors as Chairman, and Dimitri Villard was appointed by the Board of Directors as Interim Chief Executive Officer. Mr. Villard is currently a director of the Company and will remain a director. Certain background information concerning Mr. Villard has been previously disclosed in the Company's 10-KSB for the fiscal year ended December 31, 2006 which is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number                                  Title

10.1             Amended and Restated Services Agreement dated as of March 6, 2008
                 between the Company and Jon Diamond.


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