EX-10.9: EMPLOYMENT AGREEMENT

EXHIBIT 10.9

EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of the first day of February, 2007 (the “ Effective Date ”) by and between Stanley H. Schneider , a resident of New York, New York (the “ Executive ”), and The Orchard Enterprises, Inc. , a New York corporation (the “ Company ”).

RECITALS

     The Company desires to employ the Executive and the Executive agrees to serve in the employ of the Company, all on the terms and conditions hereinafter provided.

      NOW, THEREFORE , in consideration of the premises and the mutual covenants herein contained, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereby agree as follows:

ARTICLE I

EMPLOYMENT

     1.1 Employment . The Company hereby employs the Executive and the Executive hereby accepts employment by the Company upon the terms and conditions contained in this Agreement.

     1.2 Office and Duties . The Executive shall serve the Company as General Counsel, and shall perform such executive duties as are customarily performed in such position and shall perform such other duties and assume such other positions with the Company or any of its affiliates as may be from time to time reasonably assigned to him by the Chief Executive Officer or his designee or the Board of Directors as applicable of the Company or his, its or their designee (collectively the “ Board ”).

     1.3 Commitment . Throughout the term of this Agreement, the Executive shall diligently and faithfully devote his best full-time efforts to the performance of his duties hereunder in a manner that will further the business and interests of the Company. Except as otherwise expressly set forth in this Section 1.3, the Executive may not engage in any other business for his own account or accept employment from or serve on the boards of directors of, or hold any other offices or positions in, other companies or organizations without the prior written approval of the Board; provided, however, that the Executive may make passive equity investments in other companies or organizations subject to the terms of Section 2.1 and the Executive may engage in charitable, civic or community activities that do not interfere with his duties to the Company.

     1.4 Term . The term of this Agreement shall commence on the Effective Date and shall continue for a period of 24 months until January 31, 2009 (the “ Initial Term Date ”), unless earlier terminated in accordance with Section 1.6. Thereafter the term of this Agreement may, upon the mutual written agreement of the parties, be

extended year to year for additional 12 month periods until terminated in accordance with Section 1.6. The period of time between the commencement and termination of this Agreement is referred to herein as the “ Term .”

     1.5 Compensation .

          (a) Salary . Effective as of the date hereof, and for the first 7 months of the Agreement, the Company shall pay the Executive as compensation a base salary of $225,000 per year. The Board shall review the Executive’s performance during the summer of 2007 and shall, upon the finding of satisfactory performance, increase the Executive’s salary to $235,000 annually effective September 1, 2007. The Executive will receive another performance review by the Board during the summer of 2008, and will, upon finding of satisfactory performance, receive and increase in annual base salary to at least $250,000. The Board shall have sole discretion to determine whether the Executive performance merits any raise in the salary. The salary for each year shall be paid by the Company in accordance with the regular payroll practices of the Company.

          (b) Discretionary Bonus . The Board shall review the Executive’s and the Company’s performance annually, and shall have the sole discretion and authority to determine whether such performance merits a discretionary bonus payable to the Executive. Such bonus shall be paid in accordance with the procedures established by the Board.

          (c) Other Benefits and Perquisites . Effective as of the date hereof, and for the remainder of the Term, the Executive shall be entitled to participate in any major medical health plan (including dental family coverage) at the Company’s expense and receive such additional benefits, if any, under any plan or arrangement made available from time to time to other senior management executives by the Company in the sole discretion of the Chief Executive Officer or the Board, subject to and on a basis consistent with the terms, conditions and overall administration of any such plan or arrangement (each, a “ Company Health Plan ”); provided, that in lieu of participating in any Company Health Plan, the Executive shall be entitled to procure his own comparable health insurance or enroll in a comparable third party health plan and the Company shall reimburse the Executive for the expense of obtaining such insurance or enrolling in such plan in an amount not to exceed the greater of the premiums that would have been paid by the Company for providing the Executive with such Company Health Plan or for participation in the Sony BMG COBRA plan offered to the Executive.

          (d) Intentionally Omitted

          (e) Bonus Option, Profit Sharing Plan or Stock Option Plan . Effective as of the date hereof and for the remainder of the Term, the Executive shall be entitled to participate in any bonus option or profit sharing plan, if any, made available from time to time to other senior management executives by the Company in the sole discretion of the Chief Executive Officer or the Board, subject to and on a basis

consistent with the terms, conditions and overall administration of any such arrangement or plan

          (f) Vacations and Sick Leave . Effective as of the date hereof, and for the remainder of the Term, the Executive shall be entitled to the maximum number of paid absence and leave days (“ PAL Days ”) permitted under the Company’s PAL policy in effect from time to time (but not less than an aggregate of four weeks paid vacation and/or sick days per year). Such PAL Days shall be administered pursuant to the regular policies of the Company. PAL Days that are not used by the Executive in any calendar year will not be carried forward except as expressly provided by the PAL Day policy of the Company. The Executive shall not be entitled to any payment or other compensation for any unused PAL Days as of the end of any calendar year or at the end of the Term.

          (g) Payment and Reimbursement of Expenses . Effective as of the date hereof, and for the remainder of the Term, the Company shall pay or reimburse the Executive for all reasonable travel, entertainment and other expenses incurred by the Executive in performing his obligations under this Agreement; provided, that the Executive properly accounts therefore in accordance with the regular expenses reimbursement policies of the Company. In addition, the Company shall reimburse the Executive for the following professional expenses: (i) NYSBA dues, (ii) applicable attorney registration fees, and (iii) pre-approved continuing legal education expenses; provided, that the Executive properly accounts therefore in accordance with the regular expenses reimbursement policies of the Company.

     1.6 Termination

          (a) Death or Disability . This Agreement shall immediately terminate upon the death of the Executive. The Company may terminate this Agreement for Disability. A “ Disability ” shall exist if a physician, selected in good faith by the Board and reasonably acceptable to Executive’s family or legal guardian, reasonably determines that, because of ill health, physical or mental disability, or any other medical reason beyond the Executive’s control, and notwithstanding reasonable accommodations made by the Company, the Executive is unable to perform the essential functions of the Executive’s position for a period of 90 or more consecutive days or an aggregate of 180 or more days during any 12 month period during the Term.

          (b) Cause . The Company may terminate the Executive’s employment hereunder by written notice given to the Executive for Cause or without Cause. Termination for “ Cause ” shall mean termination because: (i) Executive has intentionally committed an act of dishonesty, embezzlement, fraud or theft in his relations with the Company in such a manner as to cause material loss, damage or injury to or otherwise to materially endanger the business, property, reputation or employees of the Company, (ii) Executive has repeatedly abused alcohol or drugs in a manner materially adversely affecting his job performance, (iii) Executive has been found guilty of or has plead nolo contendere to the commission of a felony offense involving dishonesty; or (iv) Executive has caused material loss, damage or injury to or otherwise

materially endangered the property, reputation or employees of the Company due to his act(s) of gross negligence; (v) insubordination or other willful violation of a material oral directive or a material written policy of the Company; or (vi) breach of any material provision of this Agreement; provided , however , that the occurrence of item (v) or (vi) of this Section 1.6(b) shall not constitute Cause unless the Board notifies the Executive thereof in writing, specifying in reasonable detail the nature of such occurrence and stating that it is grounds for Cause, and unless the Executive fails to cure such occurrence within 10 days after notice is given under this Agreement. If the Board reasonably determines in good faith that the Executive has failed to cure the conditions which are grounds for Cause under item (v) or (vi) of this Section 1.6(b) within 10 days after such notice is given, the Board will provide the Executive with notification of such determination and allow the Executive to respond and to defend himself before the Board of Directors within a reasonable time (not to exceed 10 days) after such notification. After which, the Board of Directors will make a reasonable and good faith determination as to whether the Executive has cured the conditions which are grounds for Cause.

          (c) Good Reason . The Executive may terminate his employment hereunder by written notice given to the Company for Good Reason or without Good Reason. For purposes of this Agreement, “ Good Reason ” shall mean any material breach of this Agreement by the Company, including without limitation: (i) any reduction in the Executive’s Base Salary; (ii) the Company requires the Executive to be based at an office or location other than the principal office of the Company located within a 50 mile radius of New York, New York, except for travel reasonably required in the performance of the Executive’s responsibilities; or (iii) the Company requests the Executive’s resignation other than for Cause; provided, however, that a material breach of this Agreement by the Company shall not constitute Good Reason unless the Executive notifies the Company in writing of the breach, specifying in reasonable detail the nature of the breach and stating that such breach is grounds for Good Reason, and unless the Company fails to cure such breach within 10 days after such notice is sent or given under this Agreement.

          (d) Date of Termination . Except as otherwise specifically and expressly provided in this Agreement, “ Date of Termination ” shall mean the actual effective date of any termination of this Agreement. If the Company terminates the Executive for Cause or the Executive terminates for Good Reason, the Date of Termination shall be the close of business on the day that is the tenth business day after written notice is given in accordance with Section 1.6(b) or Section 1.6(c), as applicable, unless cured by the Company or cured or successfully defended by the Executive, as applicable. If the Agreement is terminated because of the Executive’s death, the Date of Termination shall be the date of the Executive’s death. If the Company terminates for Disability or without Cause, the Date of Termination shall be the close of business on the day that is the ninetieth day after written notice is received by the Executive in accordance with Section 1.6(a) or Section 1.6(b), as applicable. If the Executive terminates without Good Reason, the Date of Termination shall be the close of business on the day that is the tenth business day after written notice is received

by the Company in accordance with Section 1.6(c), unless the Company, in its sole discretion, elects an earlier Date of Termination within such 10-day period.

     1.7 Compensation During Disability or Upon Termination .

          (a) During Disability . During any period that the Executive fails to perform his duties hereunder because of ill health, physical or mental disability, or any other reason beyond his control, he shall continue to receive his Salary