EX-10.3






EXHIBIT 10.3




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




This Amended and Restated Employment Agreement (this “Agreement”) is effective as of the
1st day of September, 2009 (the “Effective Date”) by and between Live Nation Worldwide,
Inc., a Delaware corporation (together with its parent, subsidiary and other affiliated entities,
“Live Nation”), and Elizabeth K. (Kathy) Willard (the “Employee”).



WHEREAS, Live Nation and the Employee desire to enter into an employment relationship under
the terms and conditions set forth in this Agreement.



NOW, THEREFORE, in consideration of the mutual covenants and agreements included in this
Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, agree as follows:



1. TERM OF EMPLOYMENT.



The Employee’s term of employment starts on the Effective Date and ends on the close of
business on December 31, 2013 (the “Term”), unless terminated earlier pursuant to the terms set
forth in Section 5 below. Beginning on January 1, 2013 and continuing for so long thereafter as
the Employee is employed hereunder, the Term shall be automatically extended day-to-day so that
there will always be exactly one year remaining in the Term, unless terminated earlier pursuant to
the terms set forth in Section 5 below.



2. TITLE AND DUTIES; EXCLUSIVE SERVICES.



(a) Title and Duties. The Employee’s title is Executive Vice President and Chief
Financial Officer. The Employee will perform such job duties that are usual and customary for this
position, and will perform such additional services and duties that Live Nation may from time to
time designate that are consistent with the usual and customary duties of this position. The
Employee will report directly to Live Nation’s President and Chief Executive Officer, currently
Michael Rapino. The Employee agrees to abide by Live Nation’s rules, regulations and practices as
adopted or modified from time to time by Live Nation, including, without limitation, those set
forth in Live Nation’s Employee Handbook and its Code of Business Conduct and Ethics.



(b) Exclusive Services. The Employee will devote the Employee’s full working time and
efforts to the business and affairs of Live Nation. During employment with Live Nation, the
Employee shall not (i) accept any other employment or consultancy, (ii) serve on the board of
directors or similar body of any other entity without the prior written consent of Live Nation’s
Chief Executive Officer or (iii) engage, directly or indirectly, in any other business activity
(whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might
place the Employee in a competing position to, that of Live Nation.



3. COMPENSATION AND BENEFITS.



(a) Base Salary. During the Term, Live Nation initially will pay the Employee an
annual gross base salary (the “Base Salary”) of $600,000, less appropriate payroll deductions and
all required withholdings. The Employee will then be entitled to annual increases of at least 5%
in such Base Salary, with such increases to be effective as of January 1 during each year of the
Term beginning with January 1, 2010. All payments of Base Salary are payable in regular
installments in accordance with Live Nation’s normal payroll practices, as in effect from time to
time and prorated monthly or weekly for any partial pay period of employment.



(b) Bonus. For each calendar year of this Agreement beginning in 2009, the Employee
will be eligible to receive a bonus (the “Bonus”) targeted at 100% of her then-current Base Salary
(the “Target”) based on the achievement of performance targets to be set and determined annually by
the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Live
Nation, Inc. in its sole and absolute discretion. If Live Nation exceeds the performance target
for any given year, then the Employee will receive a Bonus in excess of the Target, and if Live
Nation achieves less than the performance target for any given year, then the Employee will receive
a Bonus less than the Target, in each case based on a range of Bonuses as established by the
Committee in its sole and absolute discretion. The Bonus, if any, shall be paid in one lump sum
during the calendar year following the calendar year in which such Bonus was earned or, if earlier
with respect to any pro rata portion of the Bonus that becomes payable under Section 5(a) below,
upon the Employee’s Separation from Service (subject to Section 5(e) below).



(c) Employee Benefits. During the Term, the Employee will be eligible to participate
in such group health, hospitalization, retirement, leave, disability and other insurance plans,
programs and policies as are maintained or sponsored by Live Nation from time to time and in which
other similarly-situated employees of Live Nation may participate, subject to the terms and
conditions of the applicable plans, programs or policies, as may be amended from time to time in
Live Nation’s sole and absolute discretion.



(d) Vacation. During the Term, the Employee will be eligible for five weeks paid
vacation annually, subject to the applicable policies, restrictions and conditions set forth in
Live Nation’s Employee Handbook, as may be amended from time to time.



(e) Expenses. Upon submission of proper documentation in accordance with Live
Nation’s applicable expense reimbursement policies, as in effect from time to time, Live Nation
will pay or reimburse the Employee for all normal and reasonable business expenses actually
incurred by the Employee in connection with the Employee’s provision of the services hereunder.



(f) Equity Grants. Live Nation will, subject to Section 7(b) below, within 90 days of
the date that the stockholders of Live Nation, Inc. approve either an amendment to the Live Nation,
Inc. 2005 Stock Incentive Plan adding sufficient additional shares to such plan or a new equity
incentive plan, recommend to the Committee that the Employee be granted stock options to purchase
200,000 shares of Live Nation, Inc. common stock and 200,000 restricted shares of Live Nation, Inc.
common stock. Such equity grants shall: (i) be made in the sole and absolute discretion of the
Committee; (ii) subject to Section 5 below and the Employee’s continued employment with Live Nation
through applicable vesting dates, vest in equal annual installments over four years and be made
under the terms and conditions set forth in the applicable equity incentive plan and stock option
or restricted stock agreement, as the case may be, under which they are issued; and (iii) in the
case of the stock option grant, have a strike price equal to the closing price of Live Nation,
Inc.’s common stock listed on the New York Stock Exchange on the date of the grant (or such other
principal stock exchange on which such shares may be traded on the date of grant).



Immediately upon the closing of the pending merger contemplated by that certain Agreement and
Plan of Merger dated as of February 10, 2009 (the “Merger Agreement”) by and among Live Nation,
Inc., Ticketmaster Entertainment, Inc. and Merger Sub (as defined in the Merger Agreement) (the
“Merger”), subject to Section 7(b) below, the vesting and lapsing of restrictions on any and all
unvested or restricted Live Nation, Inc. equity awards held by the Employee as of the Effective
Date, excluding, for the avoidance of doubt, the stock options and restricted shares to be granted
pursuant to this Section 3(f), shall accelerate and, as applicable, such equity awards shall become
immediately exercisable and free of restrictions.



In the event of a future “Change of Control” (which, for the avoidance of doubt, shall not
include the Merger), subject to Section 7(b) below, all of the Employee’s stock option, restricted
stock or similar equity incentive grants in Live Nation, Inc. common stock that are outstanding on
the date of such Change of Control shall become immediately and fully exercisable in accordance
with the terms and conditions set forth in the applicable plan under which they are issued. For
purposes of this Agreement, “Change of Control” means: (i) any “person,” as such term is used in
Sections 3(a)(9) and 13(d) of the Securities and Exchange Act of 1934, as amended (other than the
Employee or entities controlled by the Employee), becomes a beneficial owner of 50% or more of the
voting power of Live Nation, Inc. (which includes, for purposes of this definition, any
successor-in-interest to Live Nation, Inc.); (ii) all or substantially all of the business or
assets of Live Nation, Inc. are disposed of pursuant to a merger, consolidation, sale or other
transaction (unless the stockholders of Live Nation, Inc., immediately prior to such merger,
consolidation, sale or other transaction, beneficially own, directly or indirectly, in
substantially the same proportion as they owned the voting power of Live Nation, Inc., all of the
voting power or other ownership interests of the entity or entities, if any, that succeed to the
business of Live Nation, Inc.); (iii) Live Nation, Inc. combines with another company and,
immediately after such combination, (A) the stockholders of Live Nation, Inc. immediately prior to
the combination do not hold, directly or indirectly, more than 50% of the voting power of the
combined company or (B) the members of the Board immediately prior to the Board’s approval of the
transaction do not constitute a majority of the combined company’s board of directors; or (iv) the
liquidation or dissolution of Live Nation, Inc.



4. COVENANTS.



(a) Live Nation Confidential Information. During the course of the Employee’s
employment with Live Nation, Live Nation will provide the Employee with access to certain
confidential information, trade secrets and other matters which are of a confidential or
proprietary nature, including, without limitation, Live Nation’s customer lists, pricing
information, production and cost data, compensation and fee information, strategic business plans,
budgets, financial statements, employment pay information and data and other information Live
Nation treats as confidential or proprietary (collectively, the “Confidential Information”). Live
Nation provides on an ongoing basis such Confidential Information as Live Nation deems necessary or
desirable to aid the Employee in the performance of the Employee’s duties. The Employee
understands and acknowledges that such Confidential Information is confidential and proprietary,
and agrees not to disclose such Confidential Information to anyone outside Live Nation except to
the extent that: (i) the Employee deems such disclosure or use reasonably necessary or appropriate
in connection with performing the Employee’s duties on behalf of Live Nation; (ii) the Employee is
required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose
or discuss any Confidential Information, provided that in such case, the Employee will promptly
inform Live Nation of such event, will cooperate with Live Nation in attempting to obtain a
protective order or to otherwise restrict such disclosure and will only disclose Confidential
Information to the minimum extent necessary to comply with any such court order; or (iii) such
Confidential Information becomes generally known to and available for use in the industries in
which Live Nation does business, other than as a result of any breach by the Employee of this
Section 4(a). The Employee further agrees that the Employee will not during employment and/or at
any time thereafter use such Confidential Information for any purpose other than legitimate
purposes in the performance of the Employee’s duties, including, without limitation, competing,
directly or indirectly, with Live Nation. At such time as the Employee ceases to be employed by
Live Nation or earlier upon Live Nation’s request, the Employee will immediately turn over to Live
Nation all Confidential Information, including papers, documents, writings, electronically stored
information, other property and all copies of them, provided to or created by the Employee during
the course of the Employee’s employment with Live Nation.



(b) Third-Party Confidential Information. The Employee agrees that any confidential
or proprietary information and materials that the Employee receives from third parties in
connection with or relating to the Employee’s employment with Live Nation shall also be deemed
“Confidential Information” for all purposes of this Agreement and will be subject to all
limitations on use and disclosure set forth in this Agreement. The Employee will not use or
disclose any such information and materials in any manner inconsistent with any of Live Nation’s
obligations towards such third party. Additionally, the Employee acknowledges the Employee’s
obligation to preserve the trade secrets and confidential and proprietary information of the
Employee’s prior employers.  As such, the Employee must not retain copies of any trade secret or
confidential and proprietary information of any prior employer, and may not bring such materials to
Live Nation or otherwise utilize or disclose the contents of such materials as part of the
Employee’s work at Live Nation. 



(c) Non-Solicitation. To further preserve the rights of Live Nation pursuant to the
non-disclosure covenant above and to protect Live Nation’s legitimate interest in the integrity of
its workforce, the members of which would be unknown to the Employee absent the Employee’s
employment hereunder, during the Employee’s employment with Live Nation and for a period of 12
months following the termination of the Employee’s employment with Live Nation for any reason, the
Employee will not, directly or indirectly: (i) solicit or encourage any current employee to
terminate his or her employment with Live Nation; (ii) solicit or encourage any current Live Nation
employee or any former Live Nation employee whose employment terminated within six months of the
termination of the Employee’s employment with Live Nation (each, a “Current or Former Employee”) to
accept employment with any business, person or entity with which the Employee may be associated; or
(iii) encourage or assist in any way any such business, person or entity from taking any action
which the Employee could not take individually under this Section 4(c), including, without
limitation, identifying any Current or Former Employee as a potential candidate for employment
therewith.



(d) Non-Disparagement. During the Term and for a period of 12 months following
termination of the Employee’s employment with Live Nation for any reason, the Employee agrees that
the Employee shall not publicly or privately disparage, defame or criticize Live Nation or its
officers, directors, employees or representatives.



(e) Written, Printed or Electronic Material. All written, printed or electronic
material, notebooks and records including, without limitation, computer disks used by the Employee
in performing duties for Live Nation, including any Confidential Information and all copies thereof
in any medium contained, are and shall remain the sole property of Live Nation. Upon termination
of the Employee’s employment or any earlier request by Live Nation, the Employee shall promptly
return all such materials (including all copies, extracts and summaries thereof) to Live Nation.



(f) Reasonableness of Covenants. Live Nation and the Employee agree that the
restrictions contained in this Section 4 are reasonable in scope and duration and are necessary to
protect Live Nation’s legitimate business interests and Confidential Information. If any provision
of this Section 4 as applied to any party or to any circumstance is judged by a court or arbitrator
to be invalid or unenforceable, the same will in no way affect the validity or enforceability of
the remainder of this Agreement. If any such provision of this Section 4, or any part thereof, is
held to be unenforceable because of the scope, duration or geographic area covered thereby, the
parties agree that the court or arbitrator making such determination will have the power to reduce
the scope and/or duration and/or geographic area of such provision, and/or to delete specific words
or phrases, and in its reduced form, such provision shall then be enforceable and shall be
enforced.



(g) Breach of Covenants. The parties acknowledge and agree that any breach of this
Section 4 by the Employee will cause irreparable damage to Live Nation, and upon any such breach of
any provision of these covenants, Live Nation shall be entitled to injunctive relief, specific
performance or other equitable relief without the need to post bond or other security therefor;
provided, however, that this Section 4(g) shall in no way limit any other remedies which Live
Nation may have (including, without limitation, the right to seek monetary damages). Should the
Employee violate any provision of this Section 4, then, in addition to all other rights and
remedies available to Live Nation at law or in equity, the duration of this covenant shall
automatically be extended for the period of time from which the Employee began such violation until
the Employee permanently ceases such violation.



5. TERMINATION.



The Employee’s employment with Live Nation may be terminated at any time under the following
circumstances:



(a) Termination Without Cause or for Good Reason. Live Nation may terminate the
Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s
employment for Good Reason (as defined below) at any time during the Term. If the Employee
experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) (“Section
409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation
Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s
employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment
for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv)
below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned
but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination
Date”), (ii) accrued but unpaid vacation time through the Termination Date, (iii) reimbursement of
any business expenses incurred by the Employee prior to the Termination Date that are reimbursable
under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any
plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for
the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to
the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the
Termination Date, to the extent payable, but not previously paid (together, the “Accrued
Obligations”).



In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and
non-revocation of a binding release in accordance with Section 5(f) below, in the event of the
Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation
without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the
Employee, within 45 days of the Employee’s Termination Date (with the exact payment date to be
determined by Live Nation in its sole discretion), except as set forth in the proviso to this
clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s
then-current Base Salary times the greater of (a) the number of full months remaining in the Term
as of the Termination Date, divided by 12, or (b) two (in either case, the “Severance”); and (ii)
accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards
awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable,
all such awards shall remain exercisable until the earlier to occur of the third anniversary of the
Termination Date or the stated expiration of such award. Each payment under this Section 5(a)
shall be treated as a separate payment for purposes of Section 409A.



(b) Resignation. The Employee may terminate her employment by resigning at any time
upon 30 days’ written notice provided to Live Nation in accordance with Section 6 below; provided,
however, that Live Nation may, in its sole discretion, waive such notice period without payment in
lieu thereof. Upon such a resignation, the Employee shall be entitled to receive the Accrued
Obligations promptly or, in the case of benefits described in Section 5(a)(iv) above, as such
obligations become due.



(c) Death; Disability. If the Employee dies during the Term or the Employee’s
employment is terminated due to her total and permanent disability (as reasonably determined by
Live Nation), the Employee or the Employee’s estate, as applicable, shall be entitled to receive
the Accrued Obligations promptly or, in the case of benefits described in Section 5(a)(iv) above,
as such obligations become due.



(d) Cause. Live Nation may terminate the Employee’s employment at any time for Cause
by providing notice to the Employee in accordance with Section 6 below. If Live Nation terminates
the Employee’s employment for Cause, the Employee shall be entitled to receive the Accrued
Obligations promptly or, in the case of benefits described in Section 5(a)(iv) above, as such
obligations become due.



(e) Potential Six-Month Payment Delay. Notwithstanding anything to the contrary in
this Agreement, no payments will be made under this Agreement during the six-month period following
the Termination Date to the extent that paying such amounts at the time or times indicated in this
Agreement would cause the Employee to incur an additional tax under Section 409A. If the payment
of any amount is delayed as a result of the preceding sentence, on the first day following the end
of the six-month period (or such earlier date upon which such amount can be paid under Section 409A
without being subject to such additional taxes, including upon the Employee’s death), Live Nation
will pay the Employee a lump-sum amount equal to the cumulative amount that would have otherwise
been previously paid to the Employee under this Agreement but for such delay, without interest
thereon.



(f) Release. The Employee’s right to receive the Severance set forth in this Section
5 is conditioned on and subject to, within 30 days after the Employee’s Termination Date, the
Employee executing and not revoking a general release and waiver of claims against Live Nation, in
a form reasonably prescribed by Live Nation. If the Employee does not execute such release within
30 days following the Termination Date, no Severance shall be payable under this Section 5.



(g) Exclusivity of Benefits. Except as expressly provided in this Section 5, the
Employee acknowledges that Live Nation shall have no further obligations to the Employee following
the Termination Date, whether under this Agreement, in connection with the Employee’s employment,
the termination thereof or otherwise.



(h) Definitions. For purposes of this Agreement:



“Good Reason” shall mean: (i) a repeated failure of Live Nation to comply with a material
term of this Agreement; (ii) a material reduction in Employee’s duties, responsibilities, authority
or compensation; or (iii) a material geographic relocation of the Employee’s principal work
location outside the greater Los Angeles, California metropolitan area. Notwithstanding the
foregoing, a termination of employment shall not be deemed to be for Good Reason unless (A) the
Employee gives Live Nation written notice describing the event or events which are the basis for
such termination within 90 days after the event or events initially occur, (B) such grounds for
termination (if susceptible to correction) are not corrected by Live Nation within 30 days of Live
Nation’s receipt of such notice and (C) the Employee terminates employment no later than 30 days
after Live Nation has failed to timely correct the circumstances constituting Good Reason in
accordance with clause (B) of this paragraph.



“Cause” shall mean: (i) conduct by the Employee constituting a material act of willful
misconduct in connection with the performance of her duties, including, without limitation,
violation of Live Nation’s policy on sexual harassment, misappropriation of funds or property of
Live Nation other than the occasional, customary and de minimis use of Live Nation property for
personal purposes or other willful misconduct as determined in the reasonable discretion of Live
Nation; (ii) continued, willful and deliberate non-performance by the Employee of a material duty
hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or
disability); (iii) the Employee’s refusal or failure to follow lawful directives consistent with
her title and position and the terms of this Agreement; (iv) a criminal conviction of the Employee,
a plea of nolo contendere by the Employee or other conduct by the Employee that, as determined in
the reasonable discretion of the Board, has resulted in, or would result in if she were retained in
her position with Live Nation, material injury to the reputation of Live Nation, including, without
limitation, conviction of fraud, theft, embezzlement or a crime involving moral turpitude; (v) a
repeated failure by the Employee to comply with a material term of this Agreement after written
notice by Live Nation specifying the alleged failure; or (vi) a material violation by the Employee
of Live Nation’s employment policies. The Employee will be given 30 days to cure any of the Cause
provisions set forth above that are susceptible to cure.



6. NOTICES.



Any notice or other communication required or permitted under this Agreement shall be
effective only if it is in writing and delivered personally or sent by facsimile, e-mail or
registered or certified mail, postage prepaid, addressed as follows (or if it is sent through any
other method, as agreed upon by the parties):



If to Live Nation:



9348 Civic Center Drive



Beverly Hills, California 90210



Telephone: (310) 975-6875



Attention: Lori S. Lilly



If to the Employee:



to the Employee’s most current home address on file with Live Nation’s Human Resources
Department, or to such other address as any party hereto may designate by notice to the other in
accordance with this Section 6, and any such notice shall be deemed to have been given upon
receipt.



7. CERTAIN TAX CONSIDERATIONS.



(a) Section 409A. To the fullest extent applicable, the compensation and benefits
payable under this Agreement are intended to be exempt from the definition of “nonqualified
deferred compensation” under Section 409A in accordance with one or more of the exemptions
available under the final Treasury Regulations promulgated under Section 409A (the “Treasury
Regulations”). To the extent that any such compensation or benefit under this Agreement is or
becomes subject to Section 409A due to a failure to qualify for an exemption from the definition of
nonqualified deferred compensation in accordance with the Treasury Regulations, this Agreement is
intended to comply with the applicable requirements of Section 409A with respect to the payment of
such compensation or benefits. This Agreement shall be interpreted and administered to the extent
possible in a manner consistent with the foregoing statement of intent. To the extent applicable,
each of the exceptions to Section 409A’s prohibition on acceleration of payments of nonqualified
deferred compensation provided under Treasury Regulation 1.409A-3(j)(4) shall be permitted under
the Agreement, including without limitation, the exception available under Treasury Regulation
1.409A-3(j)(4)(v). Notwithstanding anything herein to the contrary, the Employee
expressly agrees and acknowledges that in the event that any taxes are imposed under Section 409A
in respect of any compensation or benefits payable to the Employee, whether in connection with a
Separation from Service under this Agreement or otherwise, then (i) the payment of such taxes shall
be solely the Employee’s responsibility, (ii) neither Live Nation nor any of its past or present
directors, officers, employees or agents shall have any liability for any such taxes and (iii) the
Employee shall indemnify and hold harmless, to the greatest extent permitted under law, each of the
foregoing from and against any claims or liabilities that may arise in respect of any such taxes.



(b) Section 280G.



(1) Excess Parachute Payment Limitation. Notwithstanding anything contained herein to the
contrary, any payment or benefit received or to be received by the Employee in connection with a
“change in control event” that would constitute a “parachute payment” (each within the meaning of
Code Section 280G), whether payable pursuant to the terms of this Agreement or any other plan,
arrangements or agreement with Live Nation (collectively, the “Total Payments”), shall be reduced
to the least extent necessary, if any, so that no portion of the Total Payments shall be subject to
the excise tax imposed by Code Section 4999, but only if, by reason of such reduction, the Net
After-Tax Benefit (as defined below) received by the Employee as a result of such reduction will
exceed the Net After-Tax Benefit that would have been received by the Employee if no such reduction
was made. If excise taxes may apply to the Total Payments, the foregoing determination will be
made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Employee
and reasonably acceptable to Live Nation. The Employee will direct the Accounting Firm to submit
any such determinations and detailed supporting calculations to both the Employee and Live Nation
at least 15 days prior to the payment of any amount that would, absent the reduction contemplated
by this Section 7(b), constitute an “excess parachute payment” (within the meaning of Code Section
280G).



(2) Order of Reduction. If the Accounting Firm determines that a reduction in payments is
required by this Section 7(b), first non-cash benefits that are not equity-related shall be
reduced, then equity vesting acceleration and next new equity grants shall be reduced, followed by
a reduction of cash payments, including, without limitation, the Severance, beginning with payments
that would be made last in time, in all cases, (i) if and to the extent not already provided,
accelerated, granted or paid, as applicable, prior to the date of such reduction, (ii) only to the
least extent necessary so that no portion thereof shall be subject to the excise tax imposed by
Code Section 4999, (iii) in a manner that results in the best economic benefit to the Employee and
(iv) to the extent economically equivalent, in a pro rata manner, and Live Nation shall pay or
provide such reduced amounts to the Employee in accordance with the applicable terms of the
controlling agreement.



(3) Cooperation; Expenses. If applicable, Live Nation and the Employee will each provide the
Accounting Firm, as reasonably requested by the Accounting Firm, access to and copies of any books,
records and documents in their respective possessions, and otherwise cooperate with the Accounting
Firm in connection with the preparation and issuance of the determinations and calculations
contemplated by this Section 7(b). The fees and expenses of the Accounting Firm for its services
in connection with the determinations and calculations contemplated by this Section 7(b) will be
borne by Live Nation.



(4) Net After-Tax Benefit. “Net After-Tax Benefit” means (i) the Total Payments that the
Employee becomes entitled to receive from Live Nation which would constitute “parachute payments”
within the meaning of Code Section 280G, less (ii) the amount of all federal, state and local
income and employment taxes payable with respect to the Total Payments, calculated at the maximum
applicable marginal income tax rate, less (iii) the amount of excise taxes imposed with respect to
the Total Payments under Code Section 4999.



8. PARTIES BENEFITTED; ASSIGNMENT.



This Agreement shall be binding upon and for the benefit of the Employee and the Employee’s
successors, heirs, executors, administrators and other legal representatives, and upon Live Nation
and its respective successors and assigns. Neither this Agreement nor any rights or obligations
hereunder may be assigned by the Employee, other than by will or by the laws of descent and
distribution.



9. GOVERNING LAW; VENUE.



This Agreement shall be governed by and construed in accordance with the laws of the State of
California without giving effect to any choice of law or conflict provisions or rule (whether of
the State of California or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of California. Subject to Section 12 below, the Employee
hereby expressly consents to the personal jurisdiction of the state and federal courts located in
Los Angeles, California for any lawsuit arising from or relating to this Agreement.



10. LITIGATION AND REGULATORY MATTERS.



During and after the Term, the Employee will reasonably cooperate with Live Nation in the
defense or prosecution of any claims or actions now in existence or which may be brought in the
future against or on behalf of Live Nation which relate to events or occurrences that transpired
while the Employee was employed by Live Nation. The Employee’s cooperation in connection with such
claims or actions shall include, without limitation, being available to meet with counsel to
prepare for discovery or trial and to act as a witness on behalf of Live Nation at mutually
convenient times. During and after the Employee’s employment, the Employee also shall cooperate
fully with Live Nation in connection with any investigation or review of any federal, state or
local regulatory authority as any such investigation or review relates to events or occurrences
that transpired while the Employee was employed by Live Nation. If any such cooperation occurs
after the Employee’s termination of employment with Live Nation, then Live Nation shall reimburse
the Employee for all reasonable costs and expenses incurred in connection with the Employee’s
performance under this Section 10.



11. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES.



Live Nation shall indemnify the Employee to the fullest extent permitted by law, in effect at
the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’
fees and expenses as such fees and expenses are incurred (subject to an undertaking from the
Employee to repay such advances if it shall be finally determined by a judicial decision which is
not subject to further appeal that the Employee was not entitled to the reimbursement of such fees
and expenses), and the Employee will be entitled to the protection of any insurance policies that
Live Nation may elect to maintain generally for the benefit of its directors and officers against
all costs, charges and expenses incurred or sustained by her in connection with any action, suit or
proceeding to which she may be made a party by reason of her being or having been a director,
officer or employee of Live Nation or any of its subsidiaries, or her serving or having served any
other enterprise as a director, officer or employee at the request of Live Nation (other than any
dispute, claim or controversy arising under or relating to this Agreement). Live Nation covenants
to maintain during the Employee’s employment for the benefit of the Employee (in her capacity as an
officer and/or director of Live Nation) directors’ and officers’ insurance providing benefits to
the Employee no less favorable, taken as a whole, than the benefits provided to the other
similarly-situated employees of Live Nation by the directors’ and officers’ insurance maintained by
Live Nation on the date hereof; provided, however, that the Board may elect to terminate directors’
and officers’ insurance for all officers and directors, including the Employee, if the Board
determines in good faith that such insurance is not available or is available only at unreasonable
expense.



12. ARBITRATION.



The parties agree that, except as provided in Section 4(g) above, any dispute, controversy or
claim, whether based on contract, tort, statute, discrimination, retaliation or otherwise, relating
to, arising from or connected in any manner to this Agreement, or to any alleged breach of this
Agreement, or arising out of or relating to the Employee’s employment or termination of employment,
shall, upon the timely written request of either party be submitted to and resolved by binding
arbitration. The arbitration shall be conducted in Los Angeles, California. The arbitration shall
proceed in accordance with the National Rules for Resolution of Employment Disputes of the American
Arbitration Association (the “AAA”) in effect at the time the claim or dispute arose, unless other
rules are agreed upon by the parties. Unless otherwise agreed to by the parties in writing, the
arbitration shall be conducted by one arbitrator who is a member of the AAA and who is selected
pursuant to the methods set out in the National Rules for Resolution of Employment Disputes of the
AAA. Any claims received after the applicable/relevant statute of limitations period has passed
shall be deemed null and void. The award of the arbitrator shall be a reasoned award with findings
of fact and conclusions of law. Either party may bring an action in any court of competent
jurisdiction to compel arbitration under this Agreement, to enforce an arbitration award and to
vacate an arbitration award. However, in actions seeking to vacate an award, the standard of
review to be applied by said court to the arbitrator’s findings of fact and conclusions of law will
be the same as that applied by an appellate court reviewing a decision of a trial court sitting
without a jury. Live Nation will pay the actual costs of arbitration excluding attorneys’ fees, to
the extent required by law. Each party will pay its own attorneys’ fees and other costs incurred
by their respective attorneys.



13. REPRESENTATIONS AND WARRANTIES OF THE EMPLOYEE.



The Employee represents and warrants to Live Nation that: (i) the Employee is under no
contractual or other restriction which is inconsistent with the execution of this Agreement, the
performance of the Employee’s duties hereunder or the other rights of Live Nation hereunder; (ii)
the Employee is under no physical or mental disability that would hinder the performance of the
Employee’s duties under this Agreement; and (iii) the Employee’s execution of this Agreement and
performance of the services under this Agreement will not violate any obligations that the Employee
may have to any other or former employer, person or entity, including any obligations to keep in
confidence proprietary information, knowledge or data acquired by the Employee in confidence or in
trust prior to becoming an employee of Live Nation. The Employee further represents, warrants and
covenants that the Employee will not disclose to Live Nation, or use in connection with the
Employee’s activities as an employee of Live Nation, or induce Live Nation to use, any proprietary
or confidential information or trade secrets of the Employee or any third party at any time,
including, without limitation, any proprietary, confidential information or trade secrets of any
former employer.



14. MISCELLANEOUS.



(a) Amendment. The terms of this Agreement may not be amended or modified other than
by a written instrument executed by the parties hereto or their respective successors.



(b) Withholding. Live Nation shall withhold from any amounts payable under this
Agreement all federal, state, local and/or foreign taxes, as Live Nation determines to be legally
required pursuant to any applicable laws or regulations.



(c) No Waiver. Failure by either party hereto to insist upon strict compliance with
any provision of this Agreement or to assert any right such party may have hereunder shall not be
deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
A waiver of the breach of any term or condition of this Agreement shall not be deemed to
constitute a waiver of any subsequent breach of the same or any other term or condition.



(d) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
If any provision of this Agreement, or the application thereof to any person or circumstance,
shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and
unenforceability shall not affect the remaining provisions hereof or the application of such
provisions to other persons or circumstances, all of which shall be enforced to the greatest extent
permitted by law.



(e) Construction. The parties hereto acknowledge and agree that each party has
reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to
contribute to its revision. Accordingly, any rule of construction to the effect that ambiguities
are resolved against the drafting party shall not be employed in the interpretation of this
Agreement. Rather, the terms of this Agreement shall be construed fairly as to all parties hereto
and not in favor or against any party by the rule of construction abovementioned.



(f) Entire Agreement. As of the Effective Date, this Agreement constitutes the final,
complete and exclusive agreement and understanding between Live Nation and the Employee with
respect to the subject matter hereof and replaces and supersedes any and all other agreements,
offers or promises, whether oral or written, made to the Employee by Live Nation or any
representative thereof, including, without limitation, that certain Employment Agreement by and
between Live Nation and the Employee dated effective as of September 1, 2007, as amended by that
certain Amendment to Employment Agreement between Live Nation and the Employee dated effective as
of December 31, 2008 (the “Prior Agreement”). The parties hereto acknowledge and agree that the
Prior Agreement superseded and replaced in its entirety that certain Employment Agreement by and
between SFX Entertainment, Inc., d/b/a Clear Channel Entertainment and the Employee, effective
January 1, 2005 (as amended, the “Clear Channel Agreement”), and that the Employee has had no
rights or obligations under the Clear Channel Agreement since September 1, 2007.



(g) Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same instrument.



(h) Captions. The captions of this Agreement are not part of the provisions hereof,
but rather are included for convenience only and shall have no force or effect.



[Remainder of Page Intentionally Left Blank]





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THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE (I) HAS BEEN ADVISED BY LIVE NATION TO CONSULT
WITH LEGAL COUNSEL CONCERNING THIS AGREEMENT AND HAS HAD THE OPPORTUNITY TO DO SO, (II) HAS READ
AND UNDERSTANDS THIS AGREEMENT, (III) IS FULLY AWARE OF THE LEGAL EFFECT OF THIS AGREEMENT AND (IV)
HAS ENTERED INTO IT FREELY BASED ON THE EMPLOYEE’S OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR
PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.



IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement effective as
of the date first written above.



THE EMPLOYEE



	 	 	 	 	 
	Date: 10/21/09      	 	/s/ Elizabeth K. Willard—

	 	 	 

	 	 	Elizabeth K. Willard

	 	 	LIVE NATION WORLDWIDE, INC.

	Date: 10/21/09      
	 	By:

	 	/s/ Michael Rapino—
	 
	 	
 
	 	 
	 	 	Name:

Title:

	 	Michael Rapino

President and Chief Executive Officer







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