Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


Employment Agreement (this “Agreement”),
dated October 21, 2009, by and among Irving Azoff (“Executive”),
Ticketmaster Entertainment, Inc. (“Ticketmaster”),
and the Azoff Family Trust of 1997, dated May 27, 1997, as amended (the “Azoff Trust”). Subject to the
occurrence of the Merger (as defined below) and solely by virtue of the
occurrence of the Merger and without any further action, effective upon the LN
Effective Date (as defined below), Live Nation, Inc. (“Live Nation”) automatically shall
become a party to this Agreement and automatically shall assume its obligations
under this Agreement.


 


1.              Recitals


 


(a) Reference is made to the Agreement and Plan of Merger (the “Merger Agreement”), by and among
Ticketmaster, Live Nation and, from and after its accession to the Merger
Agreement, a Delaware limited liability company to be formed by Live Nation,
dated February 10, 2009. Subject to the satisfaction of the conditions
contained in the Merger Agreement, the Merger Agreement provides for the Merger
(as defined in the Merger Agreement) (the “Merger”).


 


(b) Reference is made to the Employment Agreement (“Ticketmaster Employment Agreement”),
dated October 22, 2008, by and among Executive, Ticketmaster, and, solely
for purposes of the sections of the Ticketmaster Employment Agreement entitled “FLMG
Equity Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the Azoff
Trust.


 


(c) Reference is made to the Amended and Restated Employment
Agreement, dated as of October 21, 2009, by and between Front Line
Management Group, Inc. (“FLMG”) and
Executive (as amended from time to time, the “FLMG
Employment Agreement”).


 


(d) Reference is made to (i) that certain Stock Purchase
Agreement (the “Stock Purchase Agreement”),
dated as of May 11, 2007, by and among FLMG, Ticketmaster (as successor to
IAC/InterActiveCorp) and the other persons listed on the signature pages to
the Stock Purchase Agreement, pursuant to which, among other matters,
Ticketmaster (as successor to IAC/InterActiveCorp) acquired a majority of the
issued and outstanding shares of capital stock of FLMG, including a portion of
the shares of capital stock of FLMG held by Executive and/or his affiliates and
(ii) the “2004 Agreement” (as such term is defined in the Stock Purchase
Agreement) (the “2004 Agreement”).


 


(e) WHEREAS, pursuant to the terms of
the Stock Purchase Agreement, Executive’s obligations pursuant to Section 6.7
of the 2004 Agreement were extended until the later of (i) June 8,
2012 and (ii) the one year anniversary of Executive’s termination of
employment with FLMG.


 


(f) WHEREAS, subject to the occurrence
of the LN Effective Date, the parties have agreed that Live Nation shall be
obligated under specified circumstances to purchase shares of common stock, par
value $0.01, of FLMG owned by Executive and/or his affiliates, as more fully
described in section 13  of this
Agreement.


 


(g) WHEREAS, as a condition to the
willingness of Ticketmaster and Live Nation to enter into this Agreement and to
commit to the share purchase provisions set forth in


 

















 


section 13 of this Agreement, this Agreement shall incorporate by
reference and further extend the term of Executive’s obligations under Section 6.7
of the 2004 Agreement, as more fully described in section 16  of this Agreement.


 


NOW, THEREFORE, in
consideration of and subject to the mutual agreements, terms and conditions
contained in this Agreement, the parties hereto agree as follows:


 


2.              Live
Nation Position and Responsibilities


 


(a) Subject to, and upon the occurrence of, the LN Effective Date,
Executive shall become, and during the LN Employment Term (as defined below)
Executive shall serve as, the Executive Chairman of Live Nation, reporting to (i) the
Board of Directors of Live Nation (the “Live Nation Board”)
and (ii) at the direction of the Live Nation Board, the Chairman of the
Live Nation Board (“Chairman of the Board”).
Subject to the immediately preceding sentence, during the LN Employment Term,
Executive shall have primary responsibility for oversight of Live Nation’s
artist services businesses (including merchandising, web sites, fan sites, VIP
ticketing, e-commerce, sponsorships and related businesses) and artist
management business (including serving in the capacity of Chief Executive
Officer of FLMG). Executive acknowledges and agrees that the Chief Executive
Officer and President of Live Nation shall have those powers and duties
normally associated with the positions of President and Chief Executive Officer
of entities comparable to Live Nation, including, without limitation, oversight
and management of (A) Live Nation’s corporate and investor relations
functions, (B) Live Nation’s live entertainment promotions and venue
operations businesses, (C) Live Nation’s ticketing and digital/online
businesses and (D) all other businesses and operating units of Live
Nation, other than those specifically identified in the immediately preceding
sentence. During the LN Employment Term, Executive and the Chief Executive
Officer and President of Live Nation shall have shared responsibility for Live
Nation’s business development, strategic decisions and overall policies.


 


(b) Live Nation shall cause Executive to be appointed or elected
to the Live Nation Board as soon as practicable following the LN Effective
Date. Thereafter, during the LN Employment Term, so long as Executive remains
Executive Chairman of Live Nation, Executive shall be nominated by Live Nation
to remain on the Live Nation Board, subject to the immediately succeeding
sentence. During the LN Employment Term, in the event Executive’s employment
with Live Nation ends at any time and for any reason, Executive agrees that, in
the absence of an agreement with the Live Nation Board to the contrary,
Executive will resign his position as a member of the Live Nation Board
simultaneously with the termination of Executive’s employment with Live Nation.


 


(c) During the LN Employment Term, Executive agrees to devote
substantially all of Executive’s working time, attention and efforts to Live
Nation and, for so long as Executive is employed by FLMG, to FLMG; provided,
however, that nothing herein shall preclude Executive from accepting
appointment to, or continuing to serve on, any board of directors or trustees
of any business corporation or any charitable organization, subject to the
prior approval of the Live Nation Board; provided, further, in
each case, and in the aggregate, that such activities do not conflict or
interfere with the performance of Executive’s duties under this Agreement or
conflict with Executive’s obligations under (i) Exhibit C of this
Agreement, (ii) Section 8 of the FLMG Employment Agreement, or (iii) Section 6.7
of the 2004 Agreement (as extended pursuant to the terms of the Stock Purchase
Agreement and as further extended pursuant to the terms of this Agreement).


 


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(d) Subject to paragraph (c) above, Executive agrees that
during the LN Employment Term he shall perform his duties conscientiously and
faithfully subject to the lawful directions of the Live Nation Board and the
Chairman of the Board, and in accordance with each of Live Nation’s corporate
governance and ethics guidelines, conflict of interests policies, and codes of
conduct.


 


(e) During the LN Employment Term, Executive’s principal place of
employment shall be FLMG’s headquarters currently located in Westwood,
California or in any new headquarters for FLMG located in Beverly Hills,
California or West Los Angeles, California.


 


3.              LN Effective Date


 


“LN  Effective Date” shall mean
the date of consummation of the Merger; provided, however, that
the LN Effective Date shall not occur if Executive’s employment with
Ticketmaster terminates for any reason prior to consummation of the Merger.
Live Nation’s obligations under this Agreement shall become effective upon the
LN Effective Date and Executive and Ticketmaster acknowledge and agree that
Live Nation shall have no obligations under this Agreement unless and until the
consummation of the Merger occurs. For the avoidance of doubt, sections 2, 5,
6, 11, 12, 13, 14, 16, 19, 20(b) and 20(h) of this Agreement shall
become effective solely upon the occurrence of the LN Effective Date and all
other sections of this Agreement shall become effective on the date of this
Agreement.


 


4.              LN Employment Term


 


“LN Employment  Term” shall mean the period
from the LN Effective Date through June 8, 2014, unless Executive’s
employment with Live Nation terminates prior to June 8, 2014 in accordance
with the terms of this Agreement, in which case “LN
Employment Term” shall mean the period from the LN Effective
Date through the date of termination of Executive’s employment with Live Nation
in accordance with the terms of this Agreement. Live Nation may terminate
Executive’s employment with Live Nation at any time with or without Cause or upon
Executive’s Disability. Executive may terminate Executive’s employment with
Live Nation at any time with or without Good Reason. Executive’s employment
with Live Nation shall terminate immediately upon Executive’s death.


 


5.              Closing
Bonus


 


Subject to Executive’s employment with Ticketmaster and/or Live Nation
on the LN Effective Date, Live Nation shall pay to Executive $2,000,000 in cash
within three business days following the LN Effective Date.


 


6.              Live Nation Annual
Bonus


 


For each fiscal year of Live Nation during the LN Employment Term with
respect to which Executive is employed by Live Nation on the last day of such
fiscal year (other than fiscal year 2009, with respect to which Executive shall
have no entitlement to an Annual Bonus), Executive shall be eligible to receive
an annual cash bonus (“Annual Bonus”)
based upon performance targets that are established by the Compensation
Committee of the Live Nation Board and that are at least as favorable to
Executive as those performance targets applicable to other senior executives of
Live Nation; provided, however, that each Annual Bonus
opportunity shall be structured such that Executive shall be entitled to
$1,000,000 if Executive meets 90% of the applicable target, $2,000,000 if Executive
meets 110% of the applicable target and an amount between $1,000,000 and
$2,000,000 determined by straight line interpolation based upon performance
levels between 90% of


 


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the applicable target and 110% of the applicable target. To the extent earned, an Annual Bonus shall
be paid after January 1 and not later than March 15 of the calendar
year immediately following the calendar year in which such Annual Bonus
is earned. In the event of a Termination
of Executive’s Employment with Live Nation during the LN Employment Term (other
than a Termination of Executive’s Employment during fiscal year 2009) due to
Executive’s death or Disability, by Live Nation without Cause or by Executive
for Good Reason, Executive
shall be eligible to receive an Annual Bonus for the full year in which
Termination of Executive’s Employment with Live Nation occurs based upon actual
performance for the full year, such payment to be made in accordance with the
immediately preceding sentence. Upon the LN Effective Date, Executive no longer
shall be eligible for a discretionary bonus pursuant to the Ticketmaster
Employment Agreement; provided, however, that Executive shall
remain eligible for a discretionary bonus pursuant to the Ticketmaster
Employment Agreement for the 2009 fiscal year regardless of when the Merger is
consummated.


 


7.              Ticketmaster
Option Grant


 


(a) On May 6, 2009, Ticketmaster granted to Executive an
option (the “Stock Option”) to purchase
1,445,088 shares of common stock, $0.01 par value, of Ticketmaster (“Ticketmaster Common Stock”), with a
per share exercise price equal to $7.55 and a maximum term of ten years. In the
event that Ticketmaster does not receive the Requisite Stockholder Approvals at
the first meeting of Ticketmaster stockholders held after the date of this
Agreement, Executive immediately shall forfeit the Stock Option. “Requisite Stockholder Approvals”
means the requisite stockholder approvals (i) under the Nasdaq rules necessary
to increase the maximum number of shares of Ticketmaster Common Stock available
under the 2008 Ticketmaster Stock and Annual Incentive Plan (the “Ticketmaster Plan”) and the maximum
number of shares of Ticketmaster Common Stock awardable to any individual
under the Ticketmaster Plan, in each case in sufficient amounts to allow for
all of the equity grants contemplated by this Agreement without exceeding
applicable limits under the Ticketmaster Plan and (ii) necessary to
qualify for the deductibility of payments to Executive for purposes of Section 162(m) of
the Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder (the “Code”).


 


(b) Executive shall have the right to exercise the Stock Option,
to the extent vested, on a net basis pursuant to Section 5(g)(iii) of
the Ticketmaster Plan.


 


(c) Except as otherwise provided in this section 7, subject to
Executive’s continued employment with Ticketmaster (prior to the LN Effective
Date) and with Live Nation (on and after the LN Effective Date) through each
applicable vesting date set forth below, the Stock Option shall vest as
follows:


 


	
  Vesting Date

  	
   

  	
  Percentage of Stock Option That Vests

  
	
   

  	
   

  	
   

  
	
  October 29, 2009

  	
   

  	
  25% (rounded to the nearest whole share)

  
	
   

  	
   

  	
   

  
	
  October 29, 2010

  	
   

  	
  25% (rounded to the nearest whole share)

  
	
   

  	
   

  	
   

  
	
  October 29, 2011

  	
   

  	
  25% (rounded to the nearest whole share)

  
	
   

  	
   

  	
   

  
	
  October 29, 2012

  	
   

  	
  Remainder

  



 


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(d) The Stock Option shall vest in full (to the extent not
previously forfeited) in the event of a termination of Executive’s employment (i) prior
to the LN Effective Date, with Ticketmaster (A) by Ticketmaster without
Cause (other than due to Executive’s death or Disability), or (B) by
Executive for Good Reason, in each case, irrespective of Executive’s employment
status with FLMG, and (ii) on and after the LN Effective Date, with Live
Nation (A) by Live Nation without Cause (other than due to Executive’s
death or Disability), or (B) by Executive for Good Reason. Upon any other
termination of Executive’s employment with Ticketmaster prior to the LN
Effective Date or any other termination of Executive’s employment with Live
Nation on or after the LN Effective Date, Executive shall forfeit any unvested
portion of the Stock Option, in each case, irrespective of Executive’s
employment status with FLMG.


 


(e) Except as otherwise provided in this section 7, any vested
portion of the Stock Option will remain exercisable until the earlier of (i) May 5,
2019 and (ii) 90 days following termination of Executive’s employment with
Ticketmaster (prior to the LN Effective Date) or termination of Executive’s
employment with Live Nation (on or after the LN Effective Date), in each case,
irrespective of Executive’s employment status with FLMG.


 


(f) Upon a termination of Executive’s employment with Ticketmaster
prior to the LN Effective Date (i) by Ticketmaster without Cause (other
than due to Executive’s death or Disability), (ii) by Executive for Good
Reason or (iii) due to Executive’s death or Disability, in each case, irrespective
of Executive’s employment status with FLMG, any vested portion of the Stock
Option will remain exercisable until the earlier of (A) May 5, 2019
and (B) eighteen months following Executive’s termination of employment
with Ticketmaster.


 


(g) Upon a termination of Executive’s employment with Live Nation
on or after the LN Effective Date (i) by Live Nation without Cause (other
than due to Executive’s death or Disability), (ii) by Executive for Good
Reason or (iii) due to Executive’s death or Disability, in each case,
irrespective of Executive’s employment status with FLMG, any vested portion of
the Stock Option will remain exercisable until the earlier of (A) May 5,
2019 and (B) the later of (1) eighteen months following Executive’s
termination of employment with Live Nation and (2) the two-year
anniversary of the Merger.


 


(h) Upon a Ticketmaster Change in Control occurring prior to the
LN Effective Date, the Stock Option shall vest in full to the extent not
previously forfeited if, and only if, Executive is employed by Ticketmaster on
the date of the Ticketmaster Change in Control. Upon a Live Nation Change in
Control occurring after the LN Effective Date, the Stock Option shall vest in
full to the extent not previously forfeited if, and only if, Executive is
employed by Live Nation on the date of the Live Nation Change in Control.
Executive agrees that consummation of the Merger does not constitute a
Ticketmaster Change in Control or a Live Nation Change in Control for purposes
of this Agreement.


 


(i) The Stock Option has been granted under the Ticketmaster Plan.
Except as otherwise provided in this section 7, the Stock Option will be
subject to the terms set forth in the Ticketmaster Plan.


 


(j) Any portion of the Stock Option that is outstanding immediately
prior to the occurrence of the Merger shall be converted into a Converted Live
Nation Option (as defined in the Merger Agreement) pursuant to Section 2.3(a)(i) of
the Merger Agreement and otherwise shall remain subject to the terms and
conditions (including vesting conditions) applicable to the Stock Option in
effect immediately prior to the Merger.


 


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(k) Ticketmaster shall use its reasonable best efforts to solicit
its stockholders in order to obtain the Requisite Stockholder Approvals at the
first meeting of the Ticketmaster stockholders after the date of this
Agreement, at which meeting Ticketmaster will submit for approval by
Ticketmaster stockholders the matters contained in this Agreement which require
the Requisite Stockholder Approvals (along with any other matters presented for
approval by Ticketmaster stockholders at such meeting).


 


(l) For the avoidance of doubt, in no event will the vesting of
the Stock Option be contingent upon the consummation of the Merger.


 


(m) Notwithstanding anything to the contrary contained in this
section 7, in no event shall any portion of the Stock Option become exercisable
unless and until Ticketmaster has obtained the Requisite Stockholder Approvals.


 


8.              Stock
Growth RSU Grant


 


(a) On May 6, 2009, Ticketmaster granted to Executive an
award of 252,890 restricted stock units corresponding to shares of Ticketmaster
Common Stock (“Stock Growth RSUs”). In the
event that Ticketmaster does not receive the Requisite Stockholder Approvals at
the first meeting of Ticketmaster stockholders held after the date of this
Agreement, Executive immediately shall forfeit the Stock Growth RSUs.


 


(b) Except as otherwise provided in this section 8, subject to
Executive’s continued employment with Ticketmaster (prior to the LN Effective
Date) and with Live Nation (on and after the LN Effective Date) and through
each applicable vesting date set forth below (the “Continued
Employment Requirement”), the Stock Growth RSUs shall vest as
follows:


 


	
  Vesting Date

  	
   

  	
  Percentage of Stock 

  Growth RSUs that Vests

  
	
   

  	
   

  	
   

  
	
  The later to occur of (x) the first anniversary of the Merger
  and (y) the date that the average closing trading price for common
  stock, par value $0.01 per share, of Live Nation (“Live
  Nation Common Stock”) (on the principal exchange on which it
  is traded) over any consecutive twelve month period commencing on or after
  the LN Effective Date equals or exceeds the product of (1) $14.45 and
  (2) the Exchange Ratio (as defined in the Merger Agreement) (such
  product, the “Milestone Price”) (the date
  contemplated by this clause (y), the (“Milestone Date”)).

  	
   

  	
  25%

  (rounded to the

  nearest whole share)

  
	
   

  	
   

  	
   

  
	
  The later to occur of (x) the second anniversary of the Merger
  and (y) the Milestone Date.

  	
   

  	
  25%

  (rounded to the

  nearest whole share)

  
	
   

  	
   

  	
   

  
	
  The later to occur of (x) the third anniversary of the Merger
  and (y) the Milestone Date.

  	
   

  	
  25%

  (rounded to the

  nearest whole share)

  



 


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  Vesting Date

  	
   

  	
  Percentage of Stock 

  Growth RSUs that Vests

  
	
   

  	
   

  	
   

  
	
  The later to occur of (x) the fourth anniversary of the Merger
  and (y) the Milestone Date.

  	
   

  	
  Remainder

  



 


(c) The Continued Employment Requirement shall be deemed satisfied
in the event of the Termination of Executive’s Employment with Live Nation by
Live Nation without Cause (other than due to Executive’s death or Disability)
following the LN Effective Date or the Termination of Executive’s Employment
with Live Nation by Executive for Good Reason following the LN Effective Date,
and, in such event, unvested Stock Growth RSUs shall remain outstanding and
eligible for vesting upon the occurrence of the Milestone Date (and without
regard to the applicable anniversary of the Merger) until the later of (i) June 8,
2014 and (ii) the earlier of (A) two years following the date of the
Termination of Executive’s Employment with Live Nation and (B) May 6,
2021 (the later of clauses (i) and (ii), the “Outside
Date”); if this first sentence of this paragraph (c) applies
and the Milestone Date has not occurred prior to the Outside Date, Executive
shall forfeit the Stock Growth RSUs on the Outside Date. Executive shall forfeit any unvested portion of the Stock
Growth RSUs upon any other termination of Executive’s employment with
Live Nation following the LN Effective Date. Executive shall forfeit the Stock
Growth RSUs upon any termination of Executive’s employment with Ticketmaster
for any reason prior to the LN Effective Date.


 


(d) Upon a Live Nation Change in Control occurring after the LN Effective
Date, the Stock Growth RSUs shall vest in full to the extent not previously
forfeited if, and only if, Executive is employed by Live Nation on the date of
the Live Nation Change in Control. Executive agrees that consummation of the
Merger does not constitute a Live Nation Change in Control for purposes of this
Agreement.


 


(e) Vested Stock Growth RSUs shall be settled in registered and
unrestricted shares of Live Nation Common Stock (other than restrictions under
applicable law) no later than the fifth business day following the date that
such Stock Growth RSUs vest.


 


(f) The Stock Growth RSUs have been granted under the Ticketmaster
Plan. Except as otherwise provided in this section 8, the Stock Growth RSUs
will be subject to the terms set forth in the Ticketmaster Plan. For the
avoidance of doubt, following the LN Effective Date, the Milestone Price shall
be subject to adjustment pursuant to the penultimate sentence of Section 3(d) of
the Ticketmaster Plan (it being understood that no adjustment shall be required
as a result of the consummation of the Merger).


 


(g) Any Stock Growth RSUs that are outstanding immediately prior
to the LN Effective Date shall be converted into Converted Live Nation
Restricted Stock Units (as defined in the Merger Agreement) pursuant to Section 2.3(a)(ii) of
the Merger Agreement and otherwise shall remain subject to the terms and
conditions (including vesting conditions) applicable to the Stock Growth RSUs
in effect immediately prior to the Merger.


 


(h) Executive immediately shall forfeit the Stock Growth RSUs in
the event the Merger Agreement terminates without the Merger occurring.
Executive immediately shall forfeit the Stock Growth RSUs in the event that the
Milestone Date does not occur prior to May 6, 2021.


 


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(i) Notwithstanding anything to the contrary contained in this
section 8, in no event shall any of the Stock Growth RSUs vest unless and until
Ticketmaster has obtained the Requisite Stockholder Approvals.


 


9.              Merger Milestone RSU
Grant


 


(a) On May 6, 2009, Ticketmaster granted to Executive an
award of 144,509 restricted stock units corresponding to shares of Ticketmaster
Common Stock (the “Merger Milestone RSUs”). In
the event that Ticketmaster does not receive the Requisite Stockholder
Approvals at the first meeting of Ticketmaster stockholders held after the date
of this Agreement, Executive immediately shall forfeit the Merger Milestone
RSUs.


 


(b) Except as otherwise provided in this section 9, subject to
Executive’s continued employment with Ticketmaster (prior to the LN Effective
Date) and with Live Nation (on and after the LN Effective Date) through each
vesting date and subject to the satisfaction of any one of the three
performance goals set forth on Schedule I
to this Agreement which the Compensation Committee of the Ticketmaster Board of
Directors approved on May 6, 2009 (the “Performance
Goals”), the Merger Milestone RSUs shall vest in equal annual
installments on the first, second, third and fourth anniversaries of the
Merger.


 


(c) Subject to the satisfaction of any one of the three
Performance Goals, any unvested Merger Milestone RSUs shall vest in full in the
event of a Termination of Executive’s Employment with Live Nation by Live
Nation without Cause (other than due to Executive’s death or Disability)
occurring after the LN Effective Date, or a Termination of Executive’s
Employment with Live Nation by Executive for Good Reason occurring after the LN
Effective Date; provided, however, that if none of the Performance
Goals has been satisfied at the time of the Termination of Executive’s
Employment with Live Nation, the Merger Milestone RSUs shall vest only if, and
at such point after such Termination of Executive’s Employment with Live Nation
as, at least one of the Performance Goals has been satisfied. Upon any other
termination of Executive’s employment with Live Nation occurring after the LN
Effective Date, Executive shall forfeit any unvested portion of the Merger
Milestone RSUs. Executive shall forfeit the Merger Milestone RSUs upon any
termination of Executive’s employment with Ticketmaster for any reason prior to
the LN Effective Date.


 


(d) Upon a Live Nation Change in Control occurring after the LN
Effective Date, any unvested Merger Milestone RSUs shall vest in full to the
extent not previously forfeited if, and only if, Executive is an employee of
Live Nation on the date of the Live Nation Change in Control. Executive agrees
that consummation of the Merger shall not constitute a Live Nation Change in Control
for purposes of this Agreement.


 


(e) Vested Merger Milestone RSUs shall be settled in registered
and unrestricted shares of Live Nation Common Stock (other than restrictions
under applicable law) no later than the fifth business day following the date
that such Merger Milestone RSUs vest.


 


(f) The Merger Milestone RSUs have been granted under the
Ticketmaster Plan. Except as otherwise provided in this section 9, the Merger
Milestone RSUs will be subject to the terms set forth in the Ticketmaster Plan.


 


(g) Any Merger Milestone RSUs that are outstanding immediately
prior to the occurrence of the Merger shall be converted into Converted Live
Nation Restricted Stock Units (as defined in the Merger Agreement) pursuant to Section 2.3(a)(ii) of
the Merger Agreement and otherwise shall remain subject to the terms and
conditions (including


 


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vesting conditions) applicable to the Merger Milestone RSUs in effect
immediately prior to the Merger.


 


(h) Executive immediately shall forfeit the Merger Milestone RSUs
if none of the three Performance Goals can be satisfied. Executive immediately
shall forfeit the Merger Milestone RSUs in the event the Merger Agreement
terminates without the Merger occurring.


 


(i) Notwithstanding anything to the contrary contained in this
section 9, in no event shall any of the Merger Milestone RSUs vest unless and
until Ticketmaster has obtained the Requisite Stockholder Approvals.


 


10.       Additional Ticketmaster RSU
Grant


 


(a) On May 6, 2009, Ticketmaster
granted to Executive an award of 200,000 restricted stock units corresponding
to shares of Ticketmaster Common Stock (the “Additional
Ticketmaster RSUs”). In the event that Ticketmaster does not
receive the Requisite Stockholder Approvals at the first meeting of
Ticketmaster stockholders held after the date of this Agreement, Executive
immediately shall forfeit the Additional Ticketmaster RSUs.


 


(b) Except as otherwise provided in this section 10, subject to
Executive’s continued employment with Ticketmaster or FLMG (prior to the LN
Effective Date) and with Live Nation (on and after the LN Effective Date)
through each vesting date and subject to the satisfaction of any one of the
three Performance Goals, the Additional Ticketmaster RSUs shall vest in equal
annual installments on May 6, 2010, 2011, 2012 and 2013.


 


(c) Subject to the satisfaction of any one of the three
Performance Goals, the Additional Ticketmaster RSUs shall vest in full in the
event of a Termination of Executive’s Employment (i) prior to the LN
Effective Date, (A) with Ticketmaster (1) by Ticketmaster without
Cause (other than due to Executive’s death or Disability), or (2) by
Executive for Good Reason, and (B) with FLMG (1) by FLMG without
Cause (other than due to Executive’s death or Disability), or (2) by
Executive for Good Reason and (ii) following the LN Effective Date, with
Live Nation (A) by Live Nation without Cause (other than due to Executive’s
death or Disability), or (B) by Executive for Good Reason; provided,
however, that if none of the Performance Goals has been satisfied at the
time of the Termination of Executive’s Employment, the Additional Ticketmaster
RSUs shall vest only if, and at such point as, at least one of the Performance
Goals has been satisfied. Upon any other termination of Executive’s employment,
(x) with both Ticketmaster and FLMG prior to the LN Effective Date, or (y) with
Live Nation on or after the LN Effective Date, Executive shall forfeit any
unvested portion of the Additional Ticketmaster RSUs.


 


(d) Upon a Ticketmaster Change in Control occurring prior to the
LN Effective Date, the Additional Ticketmaster RSUs shall vest in full to the
extent not previously forfeited if, and only if, Executive is employed by
Ticketmaster or FLMG on the date of the Ticketmaster Change in Control. Upon a
Live Nation Change in Control occurring after the LN Effective Date, the
Additional Ticketmaster RSUs shall vest in full to the extent not previously
forfeited if, and only if, Executive is employed by Live Nation on the date of
the Live Nation Change in Control. Executive agrees that consummation of the
Merger does not constitute a Ticketmaster Change in Control or a Live Nation
Change in Control for purposes of this Agreement.


 


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(e) Vested Additional Ticketmaster RSUs shall be settled in (i) registered
and unrestricted shares of Ticketmaster Common Stock (other than restrictions
under applicable law) prior to the LN Effective Date, and (ii) registered
and unrestricted shares of Live Nation Common Stock (other than restrictions
under applicable law) on and after the LN Effective Date, in each case no later
than the fifth business day following the date that such Additional
Ticketmaster RSUs vest.


 


(f) The Additional Ticketmaster RSUs have been granted under the
Ticketmaster Plan. Except as otherwise provided in this section 10, the
Additional Ticketmaster RSUs will be subject to the terms set forth in the
Ticketmaster Plan.


 


(g) Any Additional Ticketmaster RSUs that are outstanding
immediately prior to the occurrence of the Merger shall be converted into
Converted Live Nation Restricted Stock Units (as defined in the Merger
Agreement) pursuant to Section 2.3(a)(ii) of the Merger Agreement and
otherwise shall remain subject to the terms and conditions (including vesting
conditions) applicable to the Additional Ticketmaster RSUs in effect
immediately prior to the Merger.


 


(h) For the avoidance of doubt, in no event will the vesting of
the Additional Ticketmaster RSUs be contingent upon the consummation of the
Merger.


 


(i) Executive immediately shall forfeit the Additional
Ticketmaster RSUs if none of the three Performance Goals can be satisfied.


 


(j) Notwithstanding anything to the contrary contained in this
section 10, in no event shall any of the Additional Ticketmaster RSUs vest
unless and until Ticketmaster has obtained the Requisite Stockholder Approvals.


 


11.       Ticketmaster Restricted
Common Stock


 


(a) The Azoff Trust holds 1,000,000 shares of restricted
Ticketmaster Common Stock granted pursuant to the Ticketmaster Employment
Agreement (the “Restricted Ticketmaster Common Stock”),
which neither Executive nor the Azoff Trust is permitted to transfer, sell,
assign, exchange, pledge, encumber or otherwise dispose of unless and until the
shares vest in accordance with their terms (collectively, the “Transfer Restrictions”). Any shares
of Restricted Ticketmaster Common Stock that are outstanding immediately prior
to the occurrence of the Merger shall be converted into a number of shares of
restricted Live Nation Common Stock pursuant to Section 2.3(a)(iii) of
the Merger Agreement (such shares, as converted, the “Live
Nation Restricted Shares”) and otherwise shall remain subject to
the terms and conditions (including vesting conditions and registration rights
as set forth in the Ticketmaster Employment Agreement) applicable to the
Restricted Ticketmaster Common Stock in effect immediately prior to the Merger,
except as otherwise provided in paragraph (b) of this section 11.


 


(b) Following the LN Effective Date, in the event of a Termination
of Executive’s Employment with Live Nation (i) by Live Nation without
Cause, (ii) by Executive for Good Reason or (iii) due to Executive’s
death or Disability, the Transfer Restrictions with respect to the Live Nation
Restricted Shares shall lapse and the Live Nation Restricted Shares shall vest
in full. Following the LN Effective Date, upon any other termination of
Executive’s employment with Live Nation, Executive shall forfeit the Live Nation
Restricted Shares. Following the LN Effective Date, satisfaction of the service
requirement with respect to the vesting of the Live Nation Restricted Shares
shall be based on Executive’s employment with Live Nation.


 


10
















 


(c) If (i) the Live Nation Restricted Shares vest and the
Transfer Restrictions lapse (including by virtue of Live Nation’s unilateral
determination) on a date following the LN Effective Date, and (ii) the
product of (A) the number of Live Nation Restricted Shares and (B) the
closing price of a share of Live Nation Common Stock (such price, subject to
the last sentence of this paragraph (c), the “Measurement
Price”) on the earlier of (x) October 29, 2013 and (y) the
second anniversary of the date of Termination of Executive’s Employment with
Live Nation (or if there is no trading of Live Nation Common Stock on such
date, the last preceding trading date of Live Nation Common Stock) (such date,
the “Measurement Date”) (such product,
the “Measurement Date Value”) is less
than the Base Amount (as defined below), Executive shall become entitled to
receive from Live Nation an amount equal to the difference obtained by
subtracting the Measurement Date Value from the Base Amount (such difference,
the “Settlement Amount”). Subject to
paragraph (h) of this section 11, payment of the Settlement Amount, if
any, shall be made, at the election of Live Nation, (1) in a number of
shares of Live Nation Common Stock, the resale of which by Executive shall be
registered on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), or another
available form, or which Executive may sell in reliance on Rule 144 under
the Securities Act (rounded up to the nearest whole share), equal to the
quotient obtained by dividing the portion of the Settlement Amount to be
settled in shares of Live Nation Common Stock by the closing price of a share
of Live Nation Common Stock on the Measurement Date (such shares, if any, the “Make Whole Shares,” and together
with the Live Nation Restricted Shares, the “Price
Protected Shares”), (2) an amount in cash equal to the
Settlement Amount or (3) a combination of shares of Live Nation Common
Stock (determined in accordance with clause (1)) and cash. Payment of the
Settlement Amount, if any, shall be made on the earlier of November 1,
2013 and the third business day immediately following the two year anniversary
of the date of Termination of Executive’s Employment with Live Nation (such
date, the “Payment Date”). In the event
that Live Nation distributes cash or other assets in respect of the Live Nation
Common Stock (other than payment of regular cash dividends, if any) after the
LN Effective Date and prior to the Measurement Date, “Measurement
Price” shall mean the closing price of a share of Live Nation
Common Stock on the Measurement Date plus the value on the Measurement Date of
all such distributions determined on a per share basis for each Live Nation
Restricted Share.


 


(d) For each Price Protected Share that Executive sells following
the LN Effective Date in “brokers’ transactions” (as such term is used in Rule 144
of the Securities Act) during the Sale Period, Executive shall be entitled to
receive from Live Nation an amount equal to the positive difference, if any,
obtained by subtracting the average sale price of all Price Protected Shares
sold during the Sale Period from the Measurement Price. This paragraph (d) shall
apply only if and to the extent that Executive provides to Live Nation, within
a reasonable period of time following the Sale Period and prior to November 3,
2014, true and complete brokerage statements (or similarly reliable statements
from a bona fide institution) evidencing that such sales were made in brokers’
transactions and indicating the number of Price Protected Shares that Executive
sold during the Sale Period and the per share price of each such sale. For
purposes of this paragraph (d) “Sale Period” means the first 10 trading
days following the Payment Date during which Executive is not prohibited by the
rules and regulations of the Securities and Exchange Commission or by Live
Nation from selling shares of Live Nation Common Stock (which trading days may
be non-consecutive). Subject to paragraph (h) of this section 11, any
payment pursuant to this paragraph (d) shall be made at the election of
Live Nation, (1) in a number of shares of Live Nation Common Stock, the
resale of which by Executive shall be registered on Form S-3 under the
Securities Act or another available form, or which Executive may sell in reliance
on Rule 144 under the Securities Act (rounded up to the nearest whole
share) equal to the quotient obtained by dividing the portion of the payment to
be settled in shares of Live Nation 


 


11

















 


Common Stock by the closing price of a share of Live Nation Common
Stock on November 3, 2014 (or if there is no trading of Live Nation Common
Stock on such date, the last preceding trading day of Live Nation Common
Stock), (2) in cash, or (3) a combination of shares of Live Nation
Common Stock (determined in accordance with clause (1)) and cash. Any payment
pursuant to this paragraph (d) shall be made on November 5, 2014,
with interest on the cash portion (if any) determined as of the last day of the
Sale Period, for the period from and including the last day of the Sale Period,
to and including the date of payment, such interest to be calculated at the
applicable federal rate provided for in Section 7872(f)(2)(A) of the
Code.


 


(e) Notwithstanding anything to the contrary set forth in this
section 11, none of paragraphs (c) or (d) of this section 11 shall
apply if the Live Nation Restricted Shares vest and the Transfer Restrictions
applicable to the Live Nation Restricted Shares lapse, and following such lapse
and prior to the Measurement Date, the product of (i) the number of Live
Nation Restricted Shares and (ii) the closing price of a share of Live
Nation Common Stock equals or exceeds the Base Amount on one or more dates
during which Executive is not prohibited by the rules and regulations of
the Securities and Exchange Commission or by Live Nation from selling all of
the Live Nation Restricted Shares, whether on a single day or during the course
of multiple days. Any calculation pursuant to this paragraph (e) shall
take into account the value of all distributions of cash or other assets in
respect of Live Nation Common Stock (other than payment of regular cash
dividends, if any) after the LN Effective Date and prior to the applicable
calculation date.


 


(f) For purposes of this section 11, (i) “Base Amount” means the difference
obtained by subtracting (A) the aggregate amount of all Excess Proceeds
from (B) $15 million and (ii) “Excess Proceeds”
means, with respect to each Live Nation Restricted Share, if any, sold or
disposed of prior to the Measurement Date, the excess of the value of (A) the
consideration received in respect of the sale or disposition of such share over
(B) the Measurement Price.


 


(g) In the event (i) that Live Nation is succeeded by another
company whose shares are publicly listed on a national securities exchange or (ii) of
any fundamental change in capitalization of Live Nation, this section 11 shall
apply mutatis mutandis with appropriate
adjustments to preserve the economic result intended by this section 11.


 


(h) In the event that Live Nation registers the resale of shares
by Executive as contemplated by paragraph (c) or (d) of this section
11, Executive reasonably shall cooperate with Live Nation to facilitate such
registration. To the extent that Executive cannot sell shares of Live Nation
Common Stock in reliance on Rule 144 under the Securities Act or pursuant
to a registration statement on Form S-3 under the Securities Act or
another available form (other than due to any blackout or similar period
contemplated by Executive’s registration rights) and provided that Executive
shall have complied with his obligations in the preceding sentence, Live Nation
may not use shares of Live Nation Common Stock to satisfy its obligations
pursuant to paragraph (c) or (d) of this section 11.


 


12.       Exchange of Ticketmaster
Restricted Preferred Stock


 


(a) The Azoff Trust holds 1,750,000 shares of restricted series A
convertible preferred stock, $0.01 par value per share of Ticketmaster (“Ticketmaster Series A Preferred Stock”).


 


(b) Subject to the occurrence of the Merger, Ticketmaster and
Executive agree that immediately prior to the consummation of the Merger,
Ticketmaster shall redeem any then 


 


12

















 


outstanding shares of Ticketmaster Series A Preferred Stock in
exchange for a note in the form attached hereto as Exhibit A
(the “Note”).


 


13.       FLMG Equity


 


(a) Reference is made to the Second
Amended and Restated Stockholders’ Agreement of FLMG (as amended from time to
time (including pursuant to this section 13 and section 20(g) of this
Agreement), the “FSA”).


 


(b) Subject to the occurrence of the LN Effective Date, the Azoff
Trust shall have the right, exercisable by the irrevocable delivery of written
notice by the Azoff Trust to Live Nation at any time during the sixty (60) day
period following October 29, 2014, to sell to Live Nation, and cause Live
Nation to buy from the Azoff Trust, 100% of the Azoff Trust’s Shares (as
defined in the FSA) as of such date. The purchase price of the Shares (as
defined in the FSA), if any, purchased pursuant to this section 13(b) and
any other procedures relating to the purchase of Shares (as defined in the FSA)
pursuant to this section 13(b) shall be governed by Section 3.4(c)-(e) of
the FSA (replacing any references to “FLMG Holdings” with “Live Nation”); provided,
however, that notwithstanding anything to the contrary contained in Section 3.4(c) of
the FSA, Selected Fair Value (as defined in the FSA) shall be determined as of
the date of delivery of the notice of exercise.


 


(c) In the event of a Termination of Executive’s Employment with
Live Nation occurring after the LN Effective Date, by Live Nation without Cause
(other than due to Executive’s death or Disability), or by Executive for Good
Reason, the Azoff Trust shall have the right, exercisable by the irrevocable
delivery of written notice by the Azoff Trust to Live Nation at any time during
the ten (10) day period following the date of such Termination of
Executive’s Employment with Live Nation to require Live Nation to buy from the
Azoff Trust, 50% of the Azoff Trust’s Shares (as defined in the FSA) as of such
date. The purchase price of the Shares (as defined in the FSA), if any,
purchased pursuant to this section 13(c) and any other procedures relating
to the purchase of Shares (as defined in the FSA) pursuant to this section 13(c) shall
be governed by Section 3.4(c)-(e) of the FSA (replacing any
references to “FLMG Holdings” with “Live Nation”); provided, however,
that (x) notwithstanding anything to the contrary contained in Section 3.4(c) of
the FSA, Selected Fair Value (as defined in the FSA) shall be determined as of
the date of delivery of the notice of exercise and (y) the timing of any
such purchase shall be as follows:


 


(i) if the Termination of Executive’s Employment with Live Nation
occurs prior to March 31, 2010, the Azoff Trust’s Shares (as defined in
the FSA) purchased pursuant to this section 13(c) shall be purchased in
equal monthly installments over twenty-four months beginning in the first month
following the final determination of Selected Fair Value (as defined in the
FSA), each such monthly installment to be paid on the last business day of the
month;


 


(ii) if the Termination of Executive’s Employment with Live Nation
occurs on or after March 31, 2010 and prior to December 31, 2011, the
Azoff Trust’s Shares (as defined in the FSA) purchased pursuant to this section
13(c) shall be purchased in equal monthly installments over the number of
months from and including the first full month following the final
determination of Selected Fair Value (as defined in the FSA) through and
including March 31, 2012, each such monthly installment to be paid on the
last business day of the month; and


 


(iii) if the Termination of Executive’s Employment with Live
Nation occurs on or after December 31, 2011, the Azoff Trust’s Shares (as
defined in the FSA) purchased 


 


13

















 


pursuant to this section 13(c) shall be purchased in a lump sum
not later than the later to occur of the 30th day following (A) the date of receipt of
the relevant exercise notice, and (B) the final determination of Selected
Fair Value (as defined in the FSA);


 


provided, further, however, that
if the approval of any governmental authority is imposed by or required under
any legal requirement with respect to the consummation of any purchase and sale
of the Azoff Trust’s Shares (as defined in the FSA), the closing with respect
to such purchase and sale shall be deferred to a date not later than the fifth
business day following the date the last such approval shall have been obtained
or occurred.


 


(d) In the event of a Termination of Executive’s Employment with
Live Nation occurring after the LN Effective Date, by Live Nation without Cause
(other than due to Executive’s death or Disability), or by Executive for Good
Reason, on the second anniversary of such Termination of Executive’s
Employment, the Azoff Trust shall have the right, exercisable by the
irrevocable delivery of written notice by the Azoff Trust to Live Nation at any
time during the ten (10) day period following the second anniversary of
the date of such Termination of Executive’s Employment to require Live Nation
to buy from the Azoff Trust, up to 100% of the Azoff Trust’s Shares (as defined
in the FSA) as of such date. The purchase price of the Shares (as defined in
the FSA), if any, purchased pursuant to this section 13(d) and any other
procedures relating to the purchase of Shares (as defined in the FSA) pursuant
to this section 13(d) shall be governed by Section 3.4(c)-(e) of
the FSA (replacing any references to “FLMG Holdings” with “Live Nation”); provided,
however, that notwithstanding anything to the contrary contained in Section 3.4(c) of
the FSA, Selected Fair Value (as defined in the FSA) shall be determined as of
the date of delivery of the notice of exercise.


 


(e) For purposes of the FSA, (i) with respect to the
transfers contemplated by paragraphs (b), (c) and (d) of this section
13, Live Nation shall constitute a Permitted Transferee (as defined in the FSA)
of the Azoff Trust, and (ii) the transfers contemplated by paragraphs (b),
(c) and (d) of this section 13, (A) will not entitle Madison
Square Garden, L.P. (“MSG”) to
exercise any rights pursuant to Section 3.4(b)(ii) of the FSA and (B) will
not entitle MSG or any other party to exercise any rights pursuant to Section 3.2
of the FSA. MSG has consented in writing to the changes to the FSA contemplated
by this paragraph (e); accordingly, this paragraph (e) shall constitute an
amendment to the FSA.


 


(f) Neither Live Nation nor any of its affiliates shall have any
obligation to make any payment pursuant to this section 13, unless (i) Executive
has complied with his obligations pursuant to (A) Section 6.7 of the
2004 Agreement (as extended pursuant to the terms of the Stock Purchase
Agreement and as further extended pursuant to the terms of this Agreement), (B) Exhibit C
to this Agreement and (C) Section 8 of the FLMG Employment Agreement
and (ii) immediately prior to each such payment, Executive reaffirms his
obligations pursuant to (A) Section 6.7 of the 2004 Agreement (as
extended pursuant to the terms of the Stock Purchase Agreement and as further
extended pursuant to the terms of this Agreement), (B) Exhibit C to
this Agreement and (C) Section 8 of the FLMG Employment Agreement.


 


14.       Live
Nation Severance


 


(a) In the event of a Termination of Executive’s Employment with
Live Nation occurring after the LN Effective Date, (i) by Live Nation
without Cause (other than due to Executive’s death or Disability), or (ii) by
Executive for Good Reason, Executive will be entitled to payment by Live Nation
of a cash lump sum equal to the LN Net Amount, such 


 


14

















 


payment to be made on the thirtieth day following the Termination of
Executive’s Employment with Live Nation.


 


(b) For purposes of this section 14:


 


(i) “Applicable Multiplier” means
the greater of (A) three, and (B) the quotient obtained by dividing (1) the
number of days from and including the date of Termination of Executive’s
Employment with Live Nation through and including June 8, 2014, by (2) 365.


 


(ii) “FLMG Amount” means the
aggregate amount of all payments, if any, that Executive is entitled to receive
from FLMG pursuant to Section 7(c)(ii)(B) of the FLMG Employment
Agreement.


 


(ii) “LN Amount” means the product
of (A) the Applicable Multiplier and (B) the Severance Inputs.


 


(iii) “LN Net Amount” means (A) the
difference obtained by subtracting (1) the FLMG Amount from (2) the
LN Amount, if such difference is a positive number or (B) zero, if such
difference is not a positive number.


 


(iv) “Severance Inputs” means the
sum of (A) the FLMG base salary on the date of this Agreement
($2,000,000), plus (B) the product of (1) two and (2) the amount
of the Annual Bonus paid or payable in respect of the fiscal year immediately
prior to the year in which the Termination of Executive’s Employment with Live
Nation occurs (or, if such Termination of Executive’s Employment with Live
Nation occurs prior to the first time that the compensation committee (or
similar committee) of the Live Nation Board determines the amount of an Annual
Bonus, $1.5 million).


 


In no event shall Executive be obligated to seek other employment or
take any other action by way of mitigation of the amount payable to Executive
pursuant to this section 14, and such amount shall not be reduced whether or
not Executive obtains other employment.


 


15.       Certain
Defined Terms


 


Unless otherwise provided in this Agreement, capitalized terms used in
this Agreement that are not otherwise defined in this Agreement shall have the
meanings set forth in Exhibit B
to this Agreement and Exhibit B
to this Agreement hereby is incorporated by reference into this Agreement as if
fully set forth in this Agreement.


 


16.       Restrictive
Covenants


 


(a) Executive acknowledges and reaffirms Executive’s obligations
under Section 6.7 of the 2004 Agreement, as modified pursuant to Section 9.5
of the Stock Purchase Agreement (which obligations, as modified by this
Agreement, are incorporated by reference into this Agreement as if fully set
forth in this Agreement); provided, that, in exchange for good and
valuable consideration, including payment of the purchase price of the
purchased Shares (as defined in the FSA), pursuant to section 13  of this Agreement, effective on the LN Effective Date,
Executive’s obligations pursuant to Section 6.7 of the 2004 Agreement
shall apply until the latest of (i) June 8, 2012, (ii) the one
year anniversary of the date of Termination of Executive’s Employment with Live
Nation, and (iii) the later of (A) the latest date that the Azoff
Trust has the right to exercise a put pursuant to section 13 of this 


 


15

















 


Agreement and (B) the two year anniversary of the latest date that
the Azoff Trust exercises any rights pursuant to section 13 of this Agreement.


 


(b) Effective on the LN Effective Date, Executive shall be subject
to the restrictive covenants set forth in Exhibit C
to this Agreement and Exhibit C
to this Agreement hereby is incorporated by reference into this Agreement as if
fully set forth in this Agreement.


 


(c) Effective on the LN Effective Date, if (i) (A) Live
Nation fails to make payment in full when due in respect of its obligation
under section 13 or section 14 of this Agreement or (B) FLMG fails to make
any payment in full when due under Section 7(c)(ii)(B) of the FLMG
Employment Agreement and (ii) Executive provides written notice of such
failure to Live Nation and (iii) Live Nation or FLMG, as applicable, fails
to cure such non-payment within 30 days of Live Nation’s receipt of such
notice, then each of (x) Section 6.7(c) of the 2004 Agreement, (y) Section (c) of
Exhibit C to this Agreement and
(z) clauses (ii) and (iv) of the Section 8 Activities (as
defined in the FLMG Employment Agreement) shall cease to apply; provided,
however, that this paragraph (c) shall not apply if Live Nation has
not satisfied its obligations due to Executive’s failure to satisfy the Release
Conditions (as defined below) or due to Executive’s failure to satisfy his
obligations pursuant to section 16(a) of this Agreement.


 


17.       Release of Claims


 


Each of (a) the payment of the Annual Bonus contemplated by the
second to last sentence of section 6 of this Agreement, (b) the
accelerated vesting of the Stock Option contemplated by the first sentence of
section 7(d) of this Agreement, (c) the deemed satisfaction of the
Continued Employment Requirement contemplated by the first sentence of section
8(c) of this Agreement, (d) the accelerated vesting of the Merger
Milestone RSUs contemplated by the first sentence of section 9(c) of this
Agreement, (e) the accelerated vesting of the Additional Ticketmaster RSUs
contemplated by the first sentence of section 10(c) of this Agreement, (f) payment
of the LN Net Amount contemplated by section 14 of this Agreement and (g) the
exercise by the Azoff Trust of the rights pursuant to section 13(c) and (d) of
this Agreement shall be subject to (x) Executive’s execution and delivery
to Ticketmaster (prior to the LN Effective Date) or Live Nation (on and after
the LN Effective Date) of a release of claims in the form attached hereto as Exhibit D  (the “Executive Release”) within
twenty-one days of (1) the date of termination of Executive’s employment
with Ticketmaster prior to the LN Effective Date or (2) the date of
Termination of Executive’s Employment with Live Nation on or after the LN
Effective Date and (y) Executive’s non-revocation of the Executive Release
for seven days after execution and delivery to Ticketmaster (prior to the LN
Effective Date) or Live Nation (on and after the LN Effective Date) of the
Executive Release (clauses (x) and (y) together, the “Release Conditions”). Following
satisfaction of the Release Conditions, Ticketmaster (prior to the LN Effective
Date) or Live Nation (on and after the LN Effective Date) shall execute a
release of claims in favor of Executive substantially in the form attached
hereto as Exhibit E (the “Company Release”). The Executive
Release shall not be effective unless and until Ticketmaster (prior to the LN
Effective Date) or Live Nation (on and after the LN Effective Date) executes
the Company Release. For the avoidance of doubt, the execution or
non-execution of the Company Release shall not affect whether or not the
Release Conditions have been satisfied.


 


18.       FLMG
Employment Agreement


 


The FLMG Employment Agreement shall remain in effect unless and until
terminated in accordance with the terms of the FLMG Employment Agreement.
Executive will continue 


 


16

















 


to receive base salary and annual bonuses under the FLMG Employment
Agreement, subject to, and in accordance with, its terms.


 


19.       Ticketmaster
Employment Agreement


 


(a) Effective on the LN Effective Date, the provisions in the
Ticketmaster Employment Agreement under the heading “Position” automatically
shall be deleted in their entirety without further action so that they cease to
have any effect, it being understood that on and after the LN Effective Date
Executive’s position with Live Nation shall be governed by section 2 of this
Agreement.


 


(b) Effective on the LN Effective Date, any reference in the
Ticketmaster Employment Agreement to a termination of Executive’s employment
with Ticketmaster shall mean a termination of Executive’s employment with Live
Nation and references in the Ticketmaster Employment Agreement to the terms “Good
Reason,” “Cause” and “Disability,” insofar as they apply to employment with
Ticketmaster, (i) shall apply to employment with Live Nation, (ii) shall
have the meanings set forth in Exhibit B to
this Agreement with respect to Live Nation and (iii) no longer shall be
defined by reference to Exhibit A of
the Ticketmaster Employment Agreement.


 


20.       Miscellaneous


 


(a) Executive acknowledges and agrees
that neither the consummation of the Merger nor any of the management
arrangements, including position(s), authority, duties or responsibilities
(including reporting responsibilities) contemplated by this Agreement and the
Merger Agreement will constitute Good Reason (as defined in the Ticketmaster
Employment Agreement) under the Ticketmaster Employment Agreement or Good
Reason (as defined in the FLMG Employment Agreement) under the FLMG Employment
Agreement or Good Reason under this Agreement.


 


(b) For the avoidance of doubt, (i) on and after the LN
Effective Date, Executive shall be an employee of Live Nation and no longer
shall be an employee of Ticketmaster, (ii) Executive acknowledges and
agrees that the change in Executive’s employment status resulting from the
occurrence of the LN Effective Date shall not constitute a termination of
Executive’s employment with Ticketmaster for any purpose under the Ticketmaster
Employment Agreement or this Agreement, and (iii) on and after the LN
Effective Date, Executive no longer may experience a termination of employment
with Ticketmaster for any purpose under the Ticketmaster Employment Agreement
or this Agreement.


 


(c) Notwithstanding any other provision of this Agreement, each of
Ticketmaster, Live Nation, FLMG and FLMG Holdings Corp. (as applicable) may
withhold from any amounts payable or benefits provided under this Agreement any
Federal, state, and local taxes as shall be required to be withheld pursuant to
any applicable law or regulation.


 


(d) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.


 


(e) This Agreement, and all of Executive’s rights and duties under
this Agreement, shall not be assignable or delegable by Executive. Any
purported assignment or delegation by Executive in violation of the foregoing
shall be null and void ab initio and
of no force and effect. This Agreement may be assigned by Ticketmaster (prior
to the Merger) or Live Nation (following the Merger) to a person or entity that
is an affiliate or a successor in interest to substantially all of the business
operations of Ticketmaster (prior to the Merger) 


 


17

















 


or Live Nation (following the Merger). Upon such assignment, the rights
and obligations of Ticketmaster and Live Nation under this Agreement shall
become the rights and obligations of such affiliate or successor person or
entity.


 


(f) Prior to the LN Effective Date, a termination of Executive’s
employment with Ticketmaster shall not constitute an automatic termination of
Executive’s employment with FLMG and a termination of Executive’s employment
with FLMG shall not constitute an automatic termination of employment with
Ticketmaster, it being understood that it is expressly contemplated by the
parties that Executive may experience a termination of employment at one such
entity while remaining employed by the other such entity. On and after the LN
Effective Date, Executive’s employment with Live Nation will be treated as a
single employment relationship with Live Nation as a consolidated entity,
including FLMG, and a termination of Executive’s employment with Live Nation
shall constitute a termination of Executive’s employment with Live Nation as a
consolidated entity, including FLMG. Accordingly, on and after the LN Effective
Date, (i) a termination of Executive’s employment with Live Nation by Live
Nation without Cause shall constitute a termination of Executive’s employment
with FLMG by FLMG without Cause for purposes of the FLMG Employment Agreement, (ii) a
termination of Executive’s employment with Live Nation by Live Nation for Cause
shall constitute a termination of Executive’s employment with FLMG by FLMG for
Cause for purposes of the FLMG Employment Agreement, (iii) a termination
of Executive’s employment with Live Nation by Executive for Good Reason shall
constitute a termination of Executive’s employment with FLMG by Executive for
Good Reason for purposes of the FLMG Employment Agreement, (iv) a
voluntary termination of Executive’s employment with Live Nation by Executive
without Good Reason shall constitute a voluntary termination of Executive’s
employment with FLMG by Executive without Good Reason for purposes of the FLMG
Employment Agreement, (v) a termination of Executive’s employment with
Live Nation due to Executive’s death shall constitute a termination of
Executive’s employment with FLMG due to Executive’s death for purposes of the
FLMG Employment Agreement, and (vi) a termination of Executive’s
employment with Live Nation due to Executive’s Disability shall constitute a
termination of Executive’s employment with FLMG due to Executive’s Disability
for purposes of the FLMG Employment Agreement.


 


(g) MSG has consented in writing to the changes to the FSA
contemplated by this paragraph (g); accordingly, upon the occurrence of the LN
Effective Date, Section 3.4(d)(ii) of the FSA shall be amended and
restated in its entirety as follows:


 


Alternatively, in the case of FLMG Holdings,
FLMG Holdings may in its discretion elect to pay all or a portion of the
Put/Call Purchase Price payable by FLMG Holdings in freely transferable (either
pursuant to a registration statement on Form S-3 or another suitable
registration form for the issuance by Live Nation to the Put/Call Seller, or
pursuant to a resale prospectus on Form S-3 or similar form) listed shares
of common stock, par value $0.01 per share of Live Nation, Inc. (the “Live
Nation Common Stock”) with a Live Nation Common Stock fair market value equal
to the Put/Call Purchase Price payable by FLMG Holdings (or, if applicable, the
portion of the Put/Call Purchase Price payable by FLMG Holdings being paid with
shares of Live Nation Common Stock). For purposes of this Agreement, the “Live
Nation Common Stock fair market value” shall be equal, on the date of the
closing, to the average of the last reported sales prices over the ten (10) trading
day period ending on the day immediately prior to the date of the closing,
during regular trading hours, of the Live Nation Common Stock on the New York
Stock Exchange (“NYSE”) (or, if the Live Nation Common Stock is listed on a
different securities exchange, as reported in the principal consolidated
transaction reporting system 


 


18

















 


with respect to securities
listed on the principal national securities exchange on which the Live Nation
Common Stock is listed or admitted to trading). In the event that any portion
of the Put/Call Purchase Price payable by FLMG Holdings is paid in Live Nation
Common Stock pursuant to this Section 3.4(d)(ii) and the Put/Call
Seller’s ability to resell the shares of Live Nation Common Stock during the
ten (10) day period following their delivery pursuant to this Section 3.4(d)(ii) would
be limited or restricted in any fashion other than by actions of the Put/Call
Seller, including as a result of any standstill agreement, blackout period,
failure of Live Nation to be timely in its filings under applicable securities
laws or regulations, restrictions imposed by Live Nation on sales pursuant to
any registration statement, cessation of trading in the Live Nation Common
Stock or generally, failure of Live Nation to retain the listing of Live Nation
Common Stock on a national securities exchange, or any similar restriction,
then the payment in question shall be in cash rather than in Live Nation Common
Stock. In the event that Live Nation, Inc. is succeeded by another company
whose shares are publicly listed on a national securities exchange, this clause
(ii) shall apply mutatis mutandis
with respect to such successor company and such successor company’s shares.


 


(h) Subject to the occurrence of the LN Effective Date, Live
Nation shall indemnify, defend and hold Executive harmless for any claims,
costs, liabilities, expenses and judgments (including without limitation
reasonable attorney’s fees and costs) arising from, in connection with or as a
result of any acts and omissions in Executive’s capacity as an officer,
director and/or employee of Live Nation and/or any of its subsidiaries to the
maximum extent that Live Nation or such subsidiary, as applicable, would be
permitted under applicable law to so indemnify Executive, including the
advancement of fees and expenses. This paragraph (h) shall survive the
termination or expiration of Executive’s employment and this Agreement.


 


21.       Governing
Law


 


Except as set forth in the immediately succeeding sentence, this
Agreement shall be governed by and construed in accordance with the laws of the
State of California, without reference to principles of conflict of laws and
the parties hereto irrevocably agree to submit to the jurisdiction and venue of
the courts of the State of California, in any action or proceeding brought with
respect to or in connection with this Agreement. The Ticketmaster Series A
Preferred Stock and the shares of Restricted Ticketmaster Common Stock granted
pursuant to the Ticketmaster Employment Agreement shall be governed by, and
construed in accordance with the laws of, the State of Delaware, without
reference to principles of conflicts of laws and the parties hereto irrevocably
agree to submit to the jurisdiction and venue of the courts of the State of Delaware,
in any action or proceeding brought with respect to or in connection with such
matters.


 


19

















 


22.       Waiver; Modification


 


Failure by any party to this Agreement to
insist upon strict compliance with any of the terms, covenants, or conditions
hereof shall not be deemed a waiver of such term, covenant, or condition, nor
shall any waiver or relinquishment of, or failure to insist upon strict
compliance with, any right or power under this Agreement at any one or more
times be deemed a waiver or relinquishment of such right or power at any other
time or times. This Agreement shall not be modified in any respect except by a
writing executed by (a) Executive, on the one hand, and (b) (i) Ticketmaster
(prior to the LN Effective Date) or (ii) Live Nation (on or after the LN
Effective Date).


 


23.       Notices


 


All notices and other communications under this Agreement shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:


 


If to Executive:


 


At the most recent address on file for
Executive (a) at Ticketmaster prior to the LN Effective Date and (b) at
Live Nation on and after the LN Effective Date.


 


If to Ticketmaster:


 


Ticketmaster Entertainment, Inc. 

8800 Sunset Boulevard 

West Hollywood, CA 90069

Phone:  (310) 360-3300 

Facsimile:  (310) 360-3733

Attention:  General Counsel


 


If
to Live Nation:


 


Live
Nation, Inc. 

9348 Civic Center Drive 

Beverly Hills, CA 90210 

Phone:  (310) 867-7000

Facsimile:  (310) 867-7158 

Attention:  General Counsel


 


or
to such other address as a party shall have furnished to the other parties in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.


 


24.       Section 409A of the Code


 


(a) It is intended that this Agreement
shall comply with the provisions of Section 409A of the Code and the
Treasury regulations relating thereto, or an exemption to Section 409A of
the Code. Any payments that qualify for the “short-term deferral” exception or
another exception under Section 409A of the Code shall be paid under the
applicable exception. For purposes of the limitations on nonqualified deferred
compensation under Section 409A of the Code, each payment of compensation
under this Agreement shall be treated as a separate payment of compensation for
purposes of applying the Section 409A


 


20
















 


of the Code deferral election rules and the exclusion under Section 409A
of the Code for certain short-term deferral amounts. All payments of deferred
compensation to be made upon a termination of employment under this Agreement
may be made only upon a “separation from service” under Section 409A of
the Code. In no event may Executive, directly or indirectly, designate the
calendar year of any payment under this Agreement.


 


(b) Notwithstanding anything to the contrary in this Agreement,
all (i) reimbursements and (ii) in-kind benefits provided under this
Agreement shall be made or provided in accordance with the requirements of Section 409A
of the Code, including, where applicable, the requirement that (w) any
reimbursement is for expenses incurred during Executive’s lifetime (or during a
shorter period of time specified in this Agreement); (x) the amount of
expenses eligible for reimbursement, or in kind benefits provided, during a
calendar year may not affect the expenses eligible for reimbursement, or in kind
benefits to be provided, in any other calendar year; (y) the reimbursement
of an eligible expense will be made no later than the last day of the calendar
year following the year in which the expense is incurred; and (z) the
right to reimbursement or in kind benefits is not subject to liquidation or
exchange for another benefit.


 


(c) Notwithstanding any other provision of this Agreement to the
contrary, if Executive is considered a “specified employee” for purposes of Section 409A
of the Code (as determined in accordance with the methodology established by
the Company as in effect on the date of termination), any payment that
constitutes nonqualified deferred compensation within the meaning of Section 409A
of the Code that is otherwise due to Executive under this Agreement during the
six (6) month period following his separation from service (as determined
in accordance with Section 409A of the Code) on account of his separation
from service shall be accumulated and paid to Executive on the first business
day of the seventh month following his separation from service (the “Delayed Payment Date”). If Executive
dies during the postponement period, the amounts and entitlements delayed on
account of Section 409A of the Code shall be paid to the personal representative
of his estate on the first to occur of the Delayed Payment Date or thirty (30)
days after the date of Executive’s death.


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK]


 


21

















 


IN WITNESS WHEREOF, (i) Ticketmaster Entertainment, Inc. has
caused this Agreement to be executed and delivered by its duly authorized
officer, (ii) Irving Azoff has executed and delivered this Agreement, and (iii) the
Azoff Family Trust has caused this Agreement to be executed and delivered by
its duly authorized Co-Trustee, each as of the date first set forth above.


 


	
   

  	
  TICKETMASTER ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Chris Riley

  
	
   

  	
  Name: Chris Riley

  
	
   

  	
  Title: General Counsel, Secretary and SVP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Irving Azoff

  
	
   

  	
  IRVING AZOFF

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AZOFF FAMILY TRUST OF 1997

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Irving Azoff

  
	
   

  	
  Name: Irving Azoff

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  Consented to:

  	
   

  
	
   

  	
   

  
	
  FLMG HOLDINGS CORP.

  	
   

  
	
   

  	
   

  
	
  /s/ Chris Riley

  	
   

  
	
  Name: Chris Riley

  	
   

  
	
  Title: General Counsel, Secretary and SVP

  	
   

  



 


[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]


 

















 


Exhibit A


 


FORM OF
NOTE


 


[DATE]


 


WHEREAS, in connection with the Merger, Payee,
Executive and Maker have agreed that Maker shall redeem any and all of the
Payee Preferred Stock and all accumulated and unpaid dividends thereon through
the date of this Note for this Note.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, the
parties hereto agree as follows:


 


1.          (a) FOR VALUE
RECEIVED, subject to satisfaction of the Continued Employment Requirement
through each applicable Vesting Date, and subject to paragraphs (b) and (c) of
this Section 1, on the first day of each month commencing on [January 1,
2010](1) through and including October 1, 2013 (each such date, a “Vesting
Date”), this note (the “Note”)
will vest with respect to the “Monthly Installment Amount” corresponding to the
applicable Vesting Date, each as set forth on Annex A to this Note and
Maker shall pay to the order of Payee, on the applicable Vesting Date (or, if
the applicable Vesting Date is not a Business Day, on the first Business Day
thereafter), the “Monthly Installment Amount” corresponding to the applicable
Vesting Date, each as set forth on Annex A to this Note.


 


(b) Notwithstanding
anything to the contrary in this Note, upon a Qualifying Termination or an
Event of Default on or prior to October 1, 2013, the Payout Amount
immediately shall vest and Maker shall pay the Payout Amount in a lump sum (i) in
the event of a Qualifying Termination, within five Business Days of Executive’s
Qualifying Termination, or (ii) in the event of an Event of Default,
within five Business Days of the Event of Default. Payment of the Payout Amount
pursuant to this Section 1(b) shall satisfy fully Maker’s obligations
under this Note and this Note shall be cancelled upon payment of the Payout
Amount pursuant to this Section 1(b). For the avoidance of doubt, in the
event that a Qualifying Termination or Event of Default occurs on a Vesting
Date, Payee shall not be entitled to the “Monthly Installment Amount”
corresponding to such Vesting Date, each as set forth on Annex A to this
Note.


 


(c) Notwithstanding
anything to the contrary in this Note, upon any termination of Executive’s
employment with Live Nation by Live Nation for Cause or by Executive without Good
Reason, Executive immediately shall forfeit this Note, this Note immediately
shall be cancelled and Executive immediately shall forfeit any then unpaid “Monthly
Installment Amount” and “Unpaid Amount,” each as set forth on Annex A  to this Note. For purposes of this Section 1(c),
“Cause” shall have the meaning set forth in Exhibit B
to the Live Nation Employment Agreement.


 






(1) Note:  If the Note
issuance date occurs after January 1, 2010, insert first day of first
month after the Note issuance date. Payment schedule will provide that the
payment on the first day of the first month after the Note issuance date will
include the “Monthly Installment Amount” scheduled for that date as well as the
“Monthly Installment Amount” with respect to any Vesting Date  that elapsed after December 31, 2009
through the Note issuance date.


 

















 


(d) Any
payments due under this Note shall be made by wire transfer to such bank
account of Payee as Payee may from time to time designate, in lawful money of
the United States of America in same day funds.


 


2.          Certain Definitions. As used herein, the
following terms have the following meanings:


 


(a) “Business
Day” shall mean any day other than Saturday, Sunday or other day on which
commercial banks in the State of New York are authorized or required by law or
executive order to remain closed.


 


(b) “Continued
Employment Requirement” means Executive’s continued employment with Live
Nation as a senior executive officer of Live Nation or as a senior executive
officer of FLMG.


 


(c) “Event
of Default” means (i) the first date on which the Monthly Installment
Amounts corresponding to at least two Vesting Dates that have elapsed remain
unpaid in full (i.e., not fully paid) (such
unpaid amounts, “Default Amounts”); or (ii) Maker has instituted or
consented to the institution of any proceeding under the United States
Bankruptcy Code or under any other bankruptcy, reorganization or insolvency law
or other law for the relief of debtors and affecting the rights of creditors
generally from time to time in effect, or any such proceeding is instituted
without the consent of Maker and such proceeding continues undismissed or
unstayed for sixty (60) calendar days, or an order for relief is entered in any
such proceeding; or (iii) Maker has applied for or consented to the
appointment of a receiver, trustee, intervenor, custodian or liquidator of it
or all or a substantial part of its assets; or (iv) Maker has made a
general assignment for the benefit of creditors; or (v) Maker has a
receiver, trustee, intervenor, custodian or liquidator appointed in an
involuntary proceeding for it or all or a substantial part of its assets and
such proceeding continues undismissed or unstayed for sixty (60) calendar days,
or an order for relief is entered in any such proceeding.


 


(d) “Executive”
means Irving Azoff.


 


(e) “FLMG”
means Front Line Management Group, Inc., a Delaware corporation.


 


(f) “Live
Nation” means Live Nation, Inc., a Delaware corporation.


 


(g) “Live
Nation Employment Agreement” means that certain Employment Agreement, dated
as of October 21, 2009, by and among Executive, Maker, Payee and,
following the Merger, Live Nation, as it may be amended from time to time.


 


(h) “Maker”
means Ticketmaster Entertainment, Inc., a Delaware corporation.


 


(i) “Merger”
has the meaning given such term in the Agreement and Plan of Merger, dated as
of February 10, 2009, among Maker, Live Nation and, from and after its
accession to such agreement, a Delaware limited liability company to be formed
by Live Nation, pursuant to which following such Merger Maker shall become a
wholly-owned subsidiary of Live Nation.


 


(j) “Payee”
means  the Azoff Family Trust of 1997,
dated May 27, 1997, as amended.


 


A-2

















 


(k) “Payee
Preferred Stock” means the 1,750,000 shares of restricted Series A
Preferred granted to Payee on October 29, 2008.


 


(l) “Payout
Amount” means:(2)


 


(i) [if the Qualifying Termination or Event of Default giving rise
to a payment obligation pursuant to Section 1(b) occurs on or after January 2,
2010:] an amount equal to the “Unpaid Amount” corresponding to the Vesting Date
(each as set forth on Annex A to this Note) immediately preceding the
date of the Qualifying Termination or Event of Default (as applicable)
(provided, that, with respect to an Event of Default, such amount will also
include any Default Amounts), plus accrued interest on such amount from such
Vesting Date to the payment date, payable at a rate of 3% per annum computed on
the basis of a 365 day year and paid for the actual number of days elapsed
(including the first day but excluding the last day); or


 


(ii) if the Qualifying Termination or Event of Default giving rise
to a payment obligation pursuant to Section 1(b) occurs prior to January 2,
2010: an amount equal to $[      ],(3) plus
accrued interest on such amount, from the issuance date of this Note to the
payment date, payable at a rate of 3% per annum computed on the basis of a 365
day year and paid for the actual number of days elapsed (including the first
day but excluding the last day).


 


(m) “Qualifying
Termination” means a Termination of Executive’s Employment with Live Nation
by Live Nation without Cause or by Executive for Good Reason or due to death or
Disability. For purposes of this Section 2(m), “Cause,” “Good Reason,” “Disability”
and “Termination of Executive’s Employment” shall have the meanings set forth
in Exhibit B to the Live Nation
Employment Agreement.


 


(n) “Series A Preferred Stock” means series A
convertible preferred stock, $0.01 par value per share, of Maker.


 


3.          Certain
Transactions. If (a) all
of the outstanding shares of common stock, par value $0.01 per share, of Live
Nation are converted into cash (pursuant to a sale transaction or otherwise)
and (b) this Note remains outstanding, Maker will cause to be placed in
trust or escrow for the benefit of Payee an amount in cash or government
securities adequate to make payment to Payee of any then remaining Monthly
Installment Amounts when due in accordance with the terms and
subject to the conditions of this Note.


 


4.          Representations and Warranties. Maker
represents and warrants to Payee that:


 






(2) Note: If the Note issuance date occurs on or after January 2,
2010, delete prong (ii) of the definition and eliminate the bracketed
language in prong (i).


 


(3) Note: Insert amount equal to $35,184,110 ($35 million plus
first PIK) plus additional interest from 1/1/2009 through the Note issuance
date payable at a rate of 3% per annum computed on the basis of a 365 day year
(including the first day but excluding the last day). For example, if the Note
issuance date occurs on November 1, 2009, insert $36,063,231.


 


A-3

















 


(a) Maker
is a duly organized and validly existing corporation, in good standing under
the laws of its jurisdiction of organization;


 


(b) the
execution, delivery and performance by Maker of this Note does not contravene,
or constitute a default under, any provision of applicable law or regulation or
the organizational documents of Maker or of any agreement, judgment, order or
other instrument binding on Maker and will not result in the creation or
imposition of any lien on any asset of Maker; and


 


(c) the
execution, delivery and performance by Maker of this Note has been duly
authorized by all required corporate action and this Note is a legal, valid and
binding obligation of Maker, enforceable in accordance with its terms.


 


5.          Assignments; Restrictions on Transfer. This
Note shall be binding upon Maker and its successors and assigns and is for the
benefit of Payee and its successors and assigns, except that, other than by
operation of law (including pursuant to the Merger), Maker may not assign or
otherwise transfer its rights or obligations under this Note without Payee’s
prior written consent. No sale, offer, assignment, transfer, pledge,
hypothecation, encumbrance or other disposition, whether by merger, operation
of law or otherwise, of this Note or any interest therein by Payee shall be
permitted.


 


6.          Certain Tax
Matters. Maker, Executive and Payee agree to treat, for federal
income tax purposes, this Note as an unfunded, unsecured promise to pay. Maker
shall deduct and withhold from any payment under this Note, any federal, state,
local or foreign taxes required to be withheld with respect to the vesting of
the Note or any payment made pursuant to the Note.


 


7.          Miscellaneous. (a) Any waiver of any kind or character on the part of
Payee in respect of this Note must be in writing and shall be effective only to
the extent specifically set forth in such writing and any notice to be given
under this Note shall be in writing and shall be deemed to have been duly given
when received by the recipient. No delay on the part of Payee in exercising any
of its powers or rights, and no partial or single exercise, shall constitute a
waiver thereof.


 


(b)           Maker shall
have the right at any time (i) to incur, and to issue evidence of,
indebtedness that is senior in right of payment to this Note and (ii) to
subordinate this Note to any or all other indebtedness of Maker. Upon written
notice by Maker to Payee, this Note automatically and without the consent of or
any other action by Payee shall become a subordinated obligation of Maker,
subordinated in right of payment to all existing and future Senior Indebtedness
of Maker, and thereafter, Maker may not make, and Payee may not accept, any
payments of principal or interest on the Note if there exists a payment default
(whether for principal, premium, interest or fees) on any Senior Indebtedness,
or if any other default exists with respect to any Senior Indebtedness and the
maturity of such Senior Indebtedness is as a result permitted to be accelerated
by the holders thereof, unless, in either case, such default has been cured or
waived by the holders of such Senior Indebtedness, or such Senior Indebtedness
has been paid in full in cash. “Senior Indebtedness” is all indebtedness
of Maker (whether as a primary obligor or a guarantor) (including interest
thereon, including interest accruing on or after the filing of any petition in
bankruptcy or reorganization at the rate provided in the documentation
governing such 


 


A-4

















 


indebtedness,
whether or not a claim for such interest is allowed in such proceeding), and
other amounts (including fees, expenses, reimbursement obligations under
letters of credit and indemnities) owing in respect thereof, whether
outstanding on the date hereof, on the date of such notice, or thereafter
incurred, unless the instrument creating or evidencing such indebtedness
expressly provides that such obligations are subordinated in right of payment
to any other indebtedness.


 


(c)           This Note supersedes the letter,
dated February 10, 2009, from Maker to Executive, which letter shall have
no further force or effect after the date of this Note. Upon issuance by Maker
to Payee of a fully executed version of this Note, Payee immediately and
irrevocably shall surrender and forfeit for immediate cancellation all Payee
Preferred Stock and all accumulated and unpaid dividends thereon through the
date of this Note.


 


8.          GOVERNING LAW; JURISDICTION. THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF. EACH OF
MAKER AND PAYEE HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK
STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS NOTE. EACH OF MAKER AND PAYEE IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF MAKER AND PAYEE HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS NOTE.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


A-5

















 


	
   

  	
  TICKETMASTER ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
   

  
	
   

  	
  Ticketmaster
  Entertainment, Inc. 

  
	
   

  	
  8800
  Sunset Boulevard 

  
	
   

  	
  West
  Hollywood, CA 90069

  
	
   

  	
  Phone:  (310) 360-3300 

  
	
   

  	
  Facsimile:  (310) 360-3733

  
	
   

  	
  Attention:  General Counsel

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Live
  Nation, Inc. 

  
	
   

  	
  9348
  Civic Center Drive

  
	
   

  	
  Beverly
  Hills, CA 90210

  
	
   

  	
  Phone:  (310) 867-7000

  
	
   

  	
  Facsimile:  (310) 867-7158

  
	
   

  	
  Attention:  General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AZOFF FAMILY TRUST OF 1997

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Irving Azoff

  
	
   

  	
   

  	
  Title:

  	
  Co-Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address for notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  At the most recent address on file for Executive at Live Nation.

  
	
   

  	
   

  
	
   

  	
   

  
	
  CONSENTED TO:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Irving Azoff

  	
   

  



 


[Signature Page to Note]


 

















 


Annex A


 


	
   

  	
   

  	
  Vesting 

  Date

  	
   

  	
  Monthly 

  Installment 

  Amount

  ($)

  	
   

  	
  Unpaid

  Amount

  ($)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  36,239,632.88

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (12/31/2009)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  1/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  35,495,262.98

  	
   

  
	
  2

  	
   

  	
  2/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  34,749,032.16

  	
   

  
	
  3

  	
   

  	
  3/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  34,000,935.77

  	
   

  
	
  4

  	
   

  	
  4/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  33,250,969.13

  	
   

  
	
  5

  	
   

  	
  5/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  32,499,127.57

  	
   

  
	
  6

  	
   

  	
  6/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  31,745,406.41

  	
   

  
	
  7

  	
   

  	
  7/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  30,989,800.96

  	
   

  
	
  8

  	
   

  	
  8/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  30,232,306.48

  	
   

  
	
  9

  	
   

  	
  9/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  29,472,918.27

  	
   

  
	
  10

  	
   

  	
  10/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  28,711,631.60

  	
   

  
	
  11

  	
   

  	
  11/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  27,948,441.70

  	
   

  
	
  12

  	
   

  	
  12/1/2010

  	
   

  	
  834,968.98

  	
   

  	
  27,183,343.82

  	
   

  
	
  13

  	
   

  	
  1/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  26,416,333.21

  	
   

  
	
  14

  	
   

  	
  2/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  25,647,405.06

  	
   

  
	
  15

  	
   

  	
  3/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  24,876,554.59

  	
   

  
	
  16

  	
   

  	
  4/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  24,103,777.00

  	
   

  
	
  17

  	
   

  	
  5/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  23,329,067.47

  	
   

  
	
  18

  	
   

  	
  6/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  22,552,421.16

  	
   

  
	
  19

  	
   

  	
  7/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  21,773,833.23

  	
   

  
	
  20

  	
   

  	
  8/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  20,993,298.84

  	
   

  
	
  21

  	
   

  	
  9/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  20,210,813.11

  	
   

  
	
  22

  	
   

  	
  10/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  19,426,371.16

  	
   

  
	
  23

  	
   

  	
  11/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  18,639,968.11

  	
   

  
	
  24

  	
   

  	
  12/1/2011

  	
   

  	
  834,968.98

  	
   

  	
  17,851,599.06

  	
   

  
	
  25

  	
   

  	
  1/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  17,061,259.08

  	
   

  
	
  26

  	
   

  	
  2/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  16,268,943.25

  	
   

  
	
  27

  	
   

  	
  3/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  15,474,646.64

  	
   

  
	
  28

  	
   

  	
  4/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  14,678,364.28

  	
   

  
	
  29

  	
   

  	
  5/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  13,880,091.21

  	
   

  
	
  30

  	
   

  	
  6/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  13,079,822.47

  	
   

  
	
  31

  	
   

  	
  7/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  12,277,553.05

  	
   

  
	
  32

  	
   

  	
  8/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  11,473,277.95

  	
   

  
	
  33

  	
   

  	
  9/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  10,666,992.16

  	
   

  
	
  34

  	
   

  	
  10/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  9,858,690.67

  	
   

  
	
  35

  	
   

  	
  11/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  9,048,368.42

  	
   

  



 

















 


	
   

  	
   

  	
  Vesting 

  Date

  	
   

  	
  Monthly 

  Installment 

  Amount

  ($)

  	
   

  	
  Unpaid

  Amount

  ($)

  	
   

  
	
  36

  	
   

  	
  12/1/2012

  	
   

  	
  834,968.98

  	
   

  	
  8,236,020.36

  	
   

  
	
  37

  	
   

  	
  1/1/2013

  	
   

  	
  834,968.98

  	
   

  	
  7,421,641.44

  	
   

  
	
  38

  	
   

  	
  2/1/2013

  	
   

  	
  834,968.98

  	
   

  	
  6,605,226.56

  	
   

  
	
  39

  	
   

  	
  3/1/2013

  	
   

  	
  834,968.98

  	
   

  	
  5,786,770.65

  	
   

  
	
  40

  	
   

  	
  4/1/2013

  	
   

  	
  834,968.98

  	
   

  	
  4,966,268.60

  	
   

  
	
  41

  	
   

  	
  5/1/2013

  	
   

  	
  834,968.98

  	
   

  	
  4,143,715.30

  	
   

  
	
  42

  	
   

  	
  6/1/2013

  	
   

  	
  834,968.98

  	
   

  	
  3,319,105.61

  	
   

  
	
  43

  	
   

  	
  7/1/2013

  	
   

  	
  834,968.98

  	
   

  	
  2,492,434.39

  	
   

  
	
  44

  	
   

  	
  8/1/2013

  	
   

  	
  834,968.98

  	
   

  	
  1,663,696.51

  	
   

  
	
  45

  	
   

  	
  9/1/2013

  	
   

  	
  834,968.98

  	
   

  	
  832,886.77

  	
   

  
	
  46

  	
   

  	
  10/1/2013

  	
   

  	
  834,968.98

  	
   

  	
  0.01

  	
   

  



 


A-2
















 


Exhibit B


 


CERTAIN
DEFINED TERMS


 


Capitalized terms used in this Exhibit B
that are not otherwise defined shall have the meanings ascribed to such terms
in the Agreement (the “Agreement”),
dated October 21, 2009, by and among Irving Azoff (“Executive”),
Ticketmaster Entertainment, Inc. (“Ticketmaster”),
and the Azoff Family Trust of 1997, dated May 27, 1997, as amended.


 


For purposes of the Agreement, the terms set forth below shall have the
meanings set forth below:


 


“Applicable Company” means (A) with
respect to a termination of Executive’s employment with FLMG, FLMG (B) with
respect to a termination of Executive’s employment with Ticketmaster,
Ticketmaster and (C) with respect to a termination of Executive’s
employment with Live Nation, Live Nation.


 


“Beneficial Ownership” has the
meaning given in Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, as amended.


 


“Cause” means:


 


(A) Prior to the LN Effective Date only, with respect to FLMG,
Cause as defined in the FLMG Employment Agreement.


 


(B) Prior to the LN Effective Date only, with respect to
Ticketmaster, (1) the willful and continued failure of Executive to
perform substantially his material duties with Ticketmaster (other than any
such failure resulting from Executive’s incapacity due to physical or mental
illness and shall not include a failure to achieve particular results or to
perform at any particular level) after a written demand for performance is
delivered to Executive by the Ticketmaster Board of Directors which identifies
the manner in which the Ticketmaster Board of Directors believes that Executive
has not performed Executive’s duties and Executive, after a period established
by the Ticketmaster Board of Directors and communicated in writing to Executive
(which period may be no less than twenty (20) days), has failed to cure such
failure, (2) the willful engaging by Executive in gross misconduct which
is demonstrably and materially injurious to Ticketmaster, (3) any material
breach by Executive of the obligations set forth in Section 8 of the FLMG
Employment Agreement or Section 6.7 of the 2004 Agreement (as extended
pursuant to the terms of the Stock Purchase Agreement) or Exhibit B of the
Ticketmaster Employment Agreement (in each case, if such breach continues
beyond a five (5) day cure period), (4) Executive’s conviction of, or
pleading guilty or no lo contendere to, a felony, or (5) a material breach
by Executive of a fiduciary duty. A termination of Executive’s employment for
Cause shall not be effective unless and until Ticketmaster has delivered to
Executive a copy of a resolution duly adopted by a majority of the Ticketmaster
Board of Directors (excluding Executive, if he is a member of the Ticketmaster
Board of Directors) stating that the Ticketmaster Board of Directors has
determined to terminate Executive’s employment for Cause; provided, however,
that no such resolution shall be permitted to be adopted without Ticketmaster
having afforded Executive the opportunity to make a presentation to the
Ticketmaster Board of Directors and to answer any questions its members may ask
him.


 


(C) On and after the LN Effective Date only, with respect to Live
Nation, (1) the willful and continued failure of Executive to perform
substantially his material duties with Live Nation (other than any such failure
resulting from Executive’s incapacity due to physical 


 

















 


or mental illness and shall not include a failure to achieve particular
results or to perform at any particular level) after a written demand for
performance is delivered to Executive by the Live Nation Board of Directors
which identifies the manner in which the Live Nation Board of Directors
believes that Executive has not performed Executive’s duties and Executive,
after a period established by the Live Nation Board of Directors and
communicated in writing to Executive (which period may be no less than twenty
(20) days), has failed to cure such failure, (2) the willful engaging by
Executive in gross misconduct which is demonstrably and materially injurious to
Live Nation, (3) any material breach by Executive of the obligations set
forth in Section 8 of the FLMG Employment Agreement or Section 6.7 of
the 2004 Agreement (as extended pursuant to the terms of the Stock Purchase
Agreement and as further extended pursuant to the terms of the Agreement) or Exhibit C
of the Agreement (in each case, if such breach continues beyond a five (5) day
cure period), (4) Executive’s conviction of, or pleading guilty or no lo
contendere to, a felony, or (5) a material breach by Executive of a fiduciary
duty. A termination of Executive’s employment for Cause shall not be effective
unless and until Live Nation has delivered to Executive a copy of a resolution
duly adopted by a majority of the Live Nation Board of Directors (excluding
Executive, if he is a member of the Live Nation Board of Directors) stating
that the Live Nation Board of Directors has determined to terminate Executive’s
employment for Cause; provided, however, that no such resolution
shall be permitted to be adopted without Live Nation having afforded Executive
the opportunity to make a presentation to the Live Nation Board of Directors
and to answer any questions its members may ask him.


 


“Disability” means, with
respect to each Applicable Company, personal injury, illness or other cause
which has rendered Executive unable to perform substantially his material
duties and responsibilities with the Applicable Company for a period of one
hundred twenty (120) consecutive days, or one hundred twenty (120) out of one
hundred eighty (180) consecutive days, as determined jointly by a physician
selected by the Applicable Company reasonably acceptable to Executive (or if he
is incapacitated, his legal representative) and a physician selected by
Executive (or if he is incapacitated, his legal representative) and reasonably
acceptable to the Applicable Company. If such physicians cannot agree as to
whether Executive has suffered a Disability, they shall jointly select a third
physician who shall make such determination. The determination of Disability
made in writing to the Applicable Company and Executive shall be final and
conclusive for all purposes of the Agreement.


 


“Good Reason” means:


 


(A) prior to the LN Effective Date only, with respect to FLMG,
Good Reason as defined in the FLMG Employment Agreement;


 


(B) prior to the LN Effective Date only, with respect to
Ticketmaster, without Executive’s express written consent, (1) a material
and adverse change in Executive’s position(s), authority, duties or
responsibilities (including reporting responsibilities) with Ticketmaster
(excluding any change relating to Executive’s employment with FLMG), (2) Executive
no longer serving as Chief Executive Officer of Ticketmaster, (3) any
material breach by Ticketmaster of the Ticketmaster Employment Agreement, or (4) Ticketmaster
requiring Executive to be based in a location other than Beverly Hills,
California or West Los Angeles, California; and


 


(C) on and after the LN Effective Date only, with respect to Live
Nation, without Executive’s express written consent, (1) a material and
adverse change in Executive’s position(s), authority, duties or
responsibilities (including reporting responsibilities) with Live Nation, it
being understood that an increase in position(s), authority, duties or 


 


B-2

















 


responsibilities resulting from Executive becoming Chief Executive
Officer and/or President of Live Nation shall not constitute Good Reason, (2) Executive
no longer serving as the Executive Chairman of Live Nation (or any more senior
position), (3) Executive no longer serving as Chief Executive Officer of
FLMG, (4) any material breach by FLMG of the FLMG Employment Agreement, (5) any
material breach by Live Nation of the Agreement, (6) a material reduction
in Executive’s base salary under the FLMG Employment Agreement, unless agreed
to by Executive, or (7) Live Nation requiring Executive to be based in a
location other than Beverly Hills, California or West Los Angeles, California.


 


With respect to any Applicable
Company, a termination of Executive’s employment by Executive for Good Reason
shall be effective only if Executive delivers to the Applicable Company a
notice of termination of Executive’s employment with the Applicable Company for
Good Reason within 60 days after learning of the circumstances constituting
Good Reason. Notwithstanding the foregoing, if within 30 days following
Executive’s delivery of such notice of termination of Executive’s employment
with the Applicable Company for Good Reason (the “Cure
Period”), the Applicable Company has cured the circumstances
giving rise to the Good Reason claim, then such notice of termination of
Executive’s employment with the Applicable Company shall be ineffective and no
Good Reason shall be deemed to exist. In the event that the Applicable Company
fails to remedy the condition constituting Good Reason during the Cure Period,
Executive must terminate employment, if at all, within 90 days following the
Cure Period in order for such termination of Executive’s employment to constitute
a termination of Executive’s employment for Good Reason. Moreover, Executive
shall be required to give the Applicable Company at least 30 days advance
written notice of any termination of Executive’s employment for Good Reason.


 


“Group” has the meaning given
in Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act
of 1934, as amended.


 


“Live Nation Change in Control”
means:


 


(A) The acquisition by any individual, entity or group (a “Person”), other than Live Nation of
Beneficial Ownership of equity securities of Live Nation representing more than
50% of the voting power of the then outstanding equity securities of Live
Nation entitled to vote generally in the election of directors (the “Outstanding Live Nation Voting Securities”);
provided, however, that any acquisition that would constitute a
Live Nation Change in Control under this subsection (A) that is also a
Live Nation Business Combination shall be determined exclusively under
subsection (C) below; or


 


(B) Individuals who, on the first business day following
consummation of the Merger (such date, the “Merger
Date”), constitute the Live Nation Board of Directors (the “Live Nation Incumbent Directors”)
cease for any reason to constitute at least a majority of the Live Nation Board
of Directors; provided, however, that any individual becoming a
director subsequent to the Merger Date, whose election, or nomination for
election by Live Nation’s stockholders, was approved by a vote of at least a
majority of the Live Nation Incumbent Directors at such time shall become a
Live Nation Incumbent Director, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Live Nation Board of Directors; or


 


(C) Consummation of a reorganization, merger, consolidation, sale
or other disposition of all or substantially all of the assets of Live Nation,
the purchase of assets or stock of another entity, or other similar corporate
transaction (a “Live Nation Business 


 


B-3

















 


Combination”),
in each case, unless immediately following such Live Nation Business
Combination, (1) more than 50% of the Live Nation Resulting Voting Power
shall reside in Outstanding Live Nation Voting Securities retained by Live
Nation’s stockholders in the Live Nation Business Combination and/or voting
securities received by such stockholders in the Live Nation Business
Combination on account of Outstanding Live Nation Voting Securities, and (2) at
least a majority of the members of the board of directors (or equivalent
governing body, if applicable) of the entity resulting from such Live Nation
Business Combination were Live Nation Incumbent Directors at the time of the
initial agreement, or action of the Live Nation Board of Directors, providing
for such Live Nation Business Combination; or


 


(D) Approval by the stockholders of Live Nation of a complete
liquidation or dissolution of Live Nation.


 


For the avoidance of doubt, the Merger shall not constitute a Live
Nation Change in Control.


 


“Live Nation Resulting
Voting Power” means the outstanding combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors (or equivalent governing body, if
applicable) of the entity resulting from a Live Nation Business Combination
(including, without limitation, an entity which as a result of such transaction
owns Live Nation or all or substantially all of Live Nation’s assets either
directly or through one or more subsidiaries).


 


“Termination of Executive’s Employment”
means Executive’s “separation from service” as defined under Section 409A
of the Code.


 


“Ticketmaster Change in Control”
means:


 


(A) The acquisition by any individual, entity or group (a “Person”), other than Ticketmaster of
Beneficial Ownership of equity securities of Ticketmaster representing more
than 50% of the voting power of the then outstanding equity securities of
Ticketmaster entitled to vote generally in the election of directors (the “Outstanding Ticketmaster Voting Securities”);
provided, however, that any acquisition that would constitute a
Ticketmaster Change in Control under this subsection (A) that is also a
Ticketmaster Business Combination shall be determined exclusively under
subsection (C) below; or


 


(B) Individuals who, on the date of this Agreement (such date, the
“Agreement Date”), constitute the
Ticketmaster Board of Directors (the “Ticketmaster Incumbent
Directors”) cease for any reason to constitute at least a
majority of the Ticketmaster Board of Directors; provided, however,
that any individual becoming a director subsequent to the Agreement Date, whose
election, or nomination for election by Ticketmaster’s stockholders, was
approved by a vote of at least a majority of the Ticketmaster Incumbent
Directors at such time shall become a Ticketmaster Incumbent Director, but excluding,
for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Ticketmaster
Board of Directors; or


 


(C) Consummation of a reorganization, merger, consolidation, sale
or other disposition of all or substantially all of the assets of Ticketmaster,
the purchase of assets or stock of another entity, or other similar corporate
transaction (a “Ticketmaster Business Combination”),
in each case, unless immediately following such Ticketmaster Business
Combination, (1) more than 50% of the Ticketmaster Resulting Voting Power
shall reside in 


 


B-4

















 


Outstanding Ticketmaster Voting Securities retained by Ticketmaster’s
stockholders in the Ticketmaster Business Combination and/or voting securities
received by such stockholders in the Ticketmaster Business Combination on
account of Outstanding Ticketmaster Voting Securities, and (2) at least a
majority of the members of the board of directors (or equivalent governing
body, if applicable) of the entity resulting from such Ticketmaster Business
Combination were Ticketmaster Incumbent Directors at the time of the initial
agreement, or action of the Ticketmaster Board of Directors, providing for such
Ticketmaster Business Combination; or


 


(D) Approval by the stockholders of Ticketmaster of a complete
liquidation or dissolution of Ticketmaster.


 


For the avoidance of doubt, the Merger shall not constitute a
Ticketmaster Change in Control.


 


“Ticketmaster Resulting
Voting Power” means the outstanding combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors (or equivalent governing body, if
applicable) of the entity resulting from a Ticketmaster Business Combination
(including, without limitation, an entity which as a result of such transaction
owns Ticketmaster or all or substantially all of Ticketmaster’s assets either
directly or through one or more subsidiaries).


 


B-5

















 


Exhibit C


 


CONFIDENTIAL
INFORMATION; NON-COMPETITION; 


NON-SOLICITATION;
AND PROPRIETARY RIGHTS


 


Capitalized terms used in this Exhibit C
that are not otherwise defined shall have the meanings ascribed to such terms
in the Agreement (the “Agreement”),
dated October 21, 2009, by and among Irving Azoff (“Executive”),
Ticketmaster Entertainment, Inc. (“Ticketmaster”),
and the Azoff Family Trust of 1997, dated May 27, 1997, as amended. For
purposes of the covenants contained in this Exhibit C,
for so long as FLMG is a majority-owned subsidiary of Live Nation, actions
taken by Executive in furtherance of his duties with FLMG shall not be deemed a
violation of such covenants. In consideration of the benefits provided to
Executive under the Agreement:


 


(a) CONFIDENTIALITY. Executive acknowledges that, while employed
by Live Nation, Executive will occupy a position of trust and confidence. Live
Nation, its subsidiaries and/or affiliates may provide Executive with “Confidential
Information” as referred to below. Executive shall not, except in connection
with the good faith performance by Executive of his duties hereunder, as
required by applicable law or in connection with the enforcement of his rights
under the Agreement, without limitation in time, communicate, divulge,
disseminate, disclose to others or otherwise use, any Confidential Information
regarding Live Nation and/or any of its subsidiaries and/or affiliates.


 


“Confidential Information”
shall mean information about Live Nation or any of its subsidiaries or
affiliates, and their respective businesses, employees, consultants, contractors,
clients and customers that is not disclosed by Live Nation or any of its
subsidiaries or affiliates for financial reporting purposes or otherwise
generally made available to, or in the possession of, the public (other than by
Executive’s breach of the terms hereof) and that was learned or developed by
Executive in the course of employment by Live Nation or any of its subsidiaries
or affiliates, including (without limitation) any proprietary knowledge, trade
secrets, data, formulae, information and client and customer lists and all
papers, resumes, and records (including computer records) of the documents
containing such Confidential Information. Notwithstanding the foregoing
provisions, if Executive is required to disclose any such confidential or
proprietary information pursuant to applicable law or a subpoena or court
order, Executive shall promptly notify Live Nation of any such requirement so
that Live Nation may seek an appropriate protective order or other appropriate
remedy or waive compliance with the provisions hereof. Executive shall
reasonably cooperate with Live Nation (at Live Nation’s sole expense) to obtain
such a protective order or other remedy. If such order or other remedy is not
obtained prior to the time Executive is required to make the disclosure, or
Live Nation waives compliance with the provisions hereof, Executive shall be
permitted to disclose only that portion of the confidential or proprietary
information which he is advised by counsel that he is legally required to so disclose.
Executive acknowledges that such Confidential Information is specialized,
unique in nature and of great value to Live Nation and its subsidiaries or
affiliates, and that such information gives Live Nation and its subsidiaries or
affiliates a competitive advantage. Executive agrees to deliver or return to
Live Nation, at Live Nation’s request at any time or upon termination or
expiration of Executive’s employment with Live Nation or as soon thereafter as
possible, all documents, computer tapes and disks, records, lists, data,
drawings, prints, notes and written information (and all copies thereof)
furnished by Live Nation and its subsidiaries or affiliates or prepared by
Executive in the course of Executive’s employment by Live Nation and its
subsidiaries or affiliates, other than Executive’s personal files that do not
contain Confidential Information and a copy of Executive’s rolodex. As used in
this Exhibit C, “subsidiaries” and “affiliates”
shall mean any 


 

















 


company controlled by, controlling or under common control with Live
Nation. A company, corporation, partnership, limited liability company, joint
venture or other entity (“Person”)
shall be deemed to “control” another Person if such Person owns, directly or
indirectly, or controls the right to vote, more than 50% of the equity of such
other Person.


 


(b) NON-SOLICITATION OF EMPLOYEES. Executive recognizes that he
may possess Confidential Information about other employees, consultants and
contractors of Live Nation and its subsidiaries or affiliates relating to their
education, experience, skills, abilities, compensation and benefits, and
inter-personal relationships with suppliers to and customers of Live Nation and
its subsidiaries or affiliates. Executive recognizes that the information he possesses
about these other employees, consultants and contractors is not generally
known, may be of substantial value to Live Nation and its subsidiaries or
affiliates in developing their respective businesses and in securing and
retaining customers, and will be acquired by Executive because of Executive’s
business position with Live Nation. Executive agrees that, until the later of (i) the
twelve month anniversary of his termination of employment with Live Nation for
any reason and (ii) the later of (A) the latest date that the Azoff
Trust has the right to exercise a put pursuant to section 13 of the Agreement
and (B) the two year anniversary of the latest date that the Azoff Trust
exercises any rights pursuant to section 13 of the Agreement (the “Restricted Period”), Executive will
not, directly or indirectly, solicit or recruit any employee of (1) Live
Nation and/or (2) its subsidiaries and/or affiliates with whom Executive
has had direct contact during his employment hereunder, in all cases, for the
purpose of being employed by Executive or by any business, individual,
partnership, firm, corporation or other entity on whose behalf Executive is
acting as an agent, representative or employee and that Executive will not
convey any such Confidential Information or trade secrets about employees of
Live Nation or any of its subsidiaries or affiliates to any other person except
within the scope of Executive’s duties hereunder. Notwithstanding the
foregoing, Executive is not precluded from soliciting any individual who (x) responds
to any public advertisement or general solicitation; (y) has been
terminated by Live Nation prior to the solicitation; or (z) was Executive’s
personal assistant or secretary.


 


(c) NON-SOLICITATION OF CUSTOMERS. During the Restricted Period, Executive
shall not, without the written consent of Live Nation, solicit, request or
instruct, directly or indirectly, any venue, promoter, touring artist, team,
league or any other party, in each case with respect to which Live Nation
and/or any of its subsidiaries or affiliates provided such party with services
pursuant to a contractual relationship during the last twelve (12) months of
the LN Employment Term (collectively, the “Business Partners”)
to use the services of any competitor of Live Nation in a manner that could
reasonably be expected to result in the cessation or a material reduction in
the amount of business between the Business Partners and Live Nation and/or any
of its subsidiaries or affiliates. For the avoidance of doubt, Executive may solicit
Business Partners during the Restricted Period with respect to transactions or
matters that are not competitive with the business of Live Nation and/or any of
its subsidiaries or affiliates without being in violation of this Section (c).


 


(d) PROPRIETARY RIGHTS; ASSIGNMENT. All Employee Developments
(defined below) shall be considered works made for hire by Executive for Live
Nation or, as applicable, its subsidiaries or affiliates, and Executive agrees
that all rights of any kind in any Employee Developments belong exclusively to
Live Nation. In order to permit Live Nation to exploit such Employee
Developments, Executive shall promptly and fully report all such Employee
Developments to Live Nation. Except in furtherance of his obligations as an
employee of Live Nation, Executive shall not use or reproduce any portion of
any record associated with any Employee Development without prior written
consent of Live Nation or, 


 


C-2

















 


as applicable, its subsidiaries or affiliates. Executive agrees that in
the event actions of Executive are required to ensure that such rights belong
to Live Nation under applicable laws, Executive will cooperate and take
whatever such actions are reasonably requested by Live Nation, whether during
or after the LN Employment Term, and without the need for separate or
additional compensation. “Employee Developments”
means any idea, know-how, discovery, invention, design, method, technique,
improvement, enhancement, development, computer program, machine, algorithm or
other work of authorship, in each case, (i) that (A) concerns or
relates to the actual or anticipated business, research or development
activities, or operations of Live Nation or any of its subsidiaries or
affiliates, or (B) results from or is suggested by any undertaking
assigned to Executive or work performed by Executive for or on behalf of Live
Nation or any of its subsidiaries or affiliates, whether created alone or with
others, during or after working hours, or (C) uses, incorporates or is
based on Live Nation equipment, supplies, facilities, trade secrets or
inventions of any form or type, and (ii) that is developed, conceived or
reduced to practice during the period that Executive is employed with Live
Nation. All Confidential Information and all Employee Developments are and
shall remain the sole property of Live Nation or any of its subsidiaries or
affiliates. Executive shall acquire no proprietary interest in any Confidential
Information or Employee Developments developed or acquired during the LN
Employment Term. To the extent Executive may, by operation of law or otherwise,
acquire any right, title or interest in or to any Confidential Information or
Employee Development, Executive hereby assigns and covenants to assign to Live
Nation all such proprietary rights without the need for a separate writing or
additional compensation. Executive shall, both during and after the LN
Employment Term, upon Live Nation’s request, promptly execute, acknowledge, and
deliver to Live Nation all such assignments, confirmations of assignment,
certificates, and instruments, and shall promptly perform such other acts, as
Live Nation may from time to time in its discretion deem necessary or desirable
to evidence, establish, maintain, perfect, enforce or defend Live Nation’s
rights in Confidential Information and Employee Developments.


 


(e) COMPLIANCE WITH POLICIES AND PROCEDURES. During the period
that Executive is employed with Live Nation hereunder, Executive shall adhere
to the policies and standards of professionalism set forth in Live Nation’s
Policies and Procedures applicable to all employees of Live Nation and its
subsidiaries and/or affiliates as they may exist from time to time.


 


(f) SURVIVAL OF PROVISIONS. The obligations contained in this Exhibit C shall, to the extent
provided in this Exhibit C, survive the
termination or expiration of Executive’s employment with Live Nation and, as
applicable, shall be fully enforceable thereafter in accordance with the terms
of the Agreement. If it is determined by a court of competent jurisdiction that
any restriction in this Exhibit C
is excessive in duration or scope or is unreasonable or unenforceable under
applicable law, it is the intention of the parties that such restriction may be
modified or amended by the court to render it enforceable to the maximum extent
permitted by applicable law.


 


C-3
















 


Exhibit D


 


FORM OF
EXECUTIVE RELEASE OF CLAIMS


 


FOR AND IN CONSIDERATION OF the benefits to be
provided to Irving Azoff (“Executive”)
in connection with the termination of Executive’s employment, as set forth in
the Employment Agreement (“Agreement”),
dated October 21, 2009, by and among Irving Azoff (“Executive”),
Ticketmaster Entertainment, Inc. (“Ticketmaster”), and the Azoff Family Trust of
1997, dated May 27, 1997, as amended, which are conditioned on Executive
signing this release of claims (“Release of Claims”) and to which Executive is
not otherwise entitled, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Executive, on
Executive’s behalf and on behalf of Executive’s heirs, executors, administrators,
beneficiaries, representatives and assigns, and all others connected with or
claiming through Executive, hereby releases and forever discharges [Ticketmaster](1) [Live
Nation, Inc.](2) (“Company”), and all of
its subsidiaries and other affiliates, past, present and future officers,
directors, trustees, stockholders, employees, agents, general and limited
partners, members, managers, joint venturers, representatives, successors and
assigns and all others connected with any of them, all of the foregoing both
individually and in their official capacities, from any and all causes of
action, rights or claims of any type or description, known or unknown, which
Executive has had in the past, now has, or might now have, through the date of
Executive’s signing of this Release of Claims, in any way resulting from,
arising out of or connected with Executive’s employment by the Company or any
of its subsidiaries or other affiliates or the termination of that employment,
including, without limitation: any and all claims relating to the foregoing
under federal, state or local laws pertaining to employment, including, without
limitation the Age Discrimination in Employment Act of 1967, as amended, 29
U.S.C. Section 621, et seq., Title VII of the Civil Rights Act of
1964, as amended, 42 U.S.C. Section 2000e et seq., the Fair Labor
Standards Act, as amended, 29 U.S.C. Section 201 et seq., the
Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et
seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C.
Section 1981 et seq., the Rehabilitation Act of 1973, as amended,
29 U.S.C. Section 701 et seq., the Family and Medical Leave Act of
1992, 29 U.S.C. Section 2601 et seq., and any and all state or
local laws regarding employment discrimination and/or federal, state or local
laws of any type or description regarding employment.


 


Excluded from the scope of this Release of Claims are
(i) any rights that Executive may have with respect to arrangements that
by their terms are to be performed after the date of this Release of Claims;
(ii) any right of indemnification or contribution that Executive has
pursuant to the certificate of incorporation or bylaws of the Company or any of
its subsidiaries or other affiliates and (iii) any claims under any of the
equity incentive plan and equity-based award agreements referenced in the
Agreement with respect to any securities (including shares, options and any
other equity-based rights) that Executive or the Azoff Trust (as defined in the
Agreement) continues to hold after Executive signs this Release of Claims.


 






(1) If termination of employment occurs prior to
the Merger (as defined in the Agreement).


 


(2) If termination of employment occurs following
the Merger (as defined in the Agreement).


 

















 


This Release of Claims covers both claims that
Executive knows about and those Executive may not know about. Executive
expressly waives all rights afforded by any statute which limits the effect of
a release with respect to unknown claims. Executive understands the significance
of Executive’s release of unknown claims and Executive’s waiver of statutory
protection against a release of unknown claims, including, without limitation,
claims otherwise protected under California Civil Code Section 1542 (“Section 1542”)
or any other applicable similar state or federal law. Section 1542
provides: “A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or her
settlement with the debtor.”


 


For a period of two years following the date hereof,
Executive agrees that Executive will not make or cause to be made any
statements, verbally, electronically, in writing or in any other form, with the
intent to be derogatory or disparaging about the Company, its businesses,
affiliates, subsidiaries, officers, directors or employees.


 


In signing this Release of Claims, Executive
acknowledges Executive’s understanding that Executive may not sign it prior to
the termination of Executive’s employment, but that Executive may consider the
terms of this Release of Claims for up to 21 days (or such longer period as the
Company may specify) from the later of the date Executive’s employment with the
Company terminates or the date Executive receives this Release of Claims.
Executive also acknowledges that Executive is advised by the Company and its
subsidiaries and other affiliates to seek the advice of an attorney prior to
signing this Release of Claims; that Executive has had sufficient time to
consider this Release of Claims and to consult with an attorney, if Executive
wished to do so, or to consult with any other person of Executive’s choosing
before signing; and that Executive is signing this Release of Claims
voluntarily and with a full understanding of its terms.


 


Executive further acknowledges that, in signing this
Release of Claims, Executive has not relied on any promises or representations,
express or implied, that are not set forth expressly in the Agreement.
Executive understands that Executive may revoke this Release of Claims at any
time within seven days of the date of Executive’s signing by written notice to
the Company provided in accordance with section 23 of the Agreement and that
this Release of Claims will take effect only upon the expiration of such seven
day revocation period and only if Executive has not timely revoked it.


 


This Release of Claims shall in all respects be
governed, construed and enforced by and in accordance with the laws of the
State of California, without regard to and excluding California choice of law
rules, and except as specifically governed by Federal law. If any section of
this Release of Claims is determined to be void, voidable or unenforceable, it
shall have no effect on the remainder of the Release of Claims, which shall
remain in full force and effect.


 


Intending to be legally bound, Executive has signed
this Release of Claims as of the date written below.


 




	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  IRVING AZOFF

  






 


D-2

















 


Exhibit E


 


FORM OF
COMPANY RELEASE OF CLAIMS


 


FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which is hereby acknowledged, and as required by the Agreement
(the “Agreement”),
dated October 21, 2009, by and among Irving Azoff (“Executive”),
Ticketmaster Entertainment, Inc. (“Ticketmaster”), and the Azoff Family Trust of
1997, dated May 27, 1997, as amended, [Ticketmaster](1) [Live
Nation, Inc.](2) (the “Company”) on its
behalf, and on behalf of its predecessors, affiliates and successors, and each
of its past, present and future officers, directors, employees,
representatives, attorneys, insurers, agents and assigns, individually and in
their official capacities, hereby releases and forever discharges Executive
from any and all known causes of action, rights or claims of any type or
description, which they have had in the past, now have, or might now have,
through the date of signing of this Release of Claims, in any way resulting
from, arising out of or connected with Executive’s employment by the Company or
any of its subsidiaries or other affiliates or the termination of that
employment or pursuant to any federal, state or local law, regulation or other
requirements, including, without limitation, those arising under common law.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Agreement.


 


Excluded from the scope of this Release of Claims is
(i) any claim based on facts not known by the Company on the date of
execution of this Release of Claims, (ii) any claim arising under [Exhibit B to the Ticketmaster
Employment Agreement, Section 8 of the FLMG Employment Agreement or
Section 6.7 of the 2004 Agreement (as extended pursuant to the terms of
the Stock Purchase Agreement)](3) [Exhibit C to the Agreement,
Section 8 of the FLMG Employment Agreement or Section 6.7 of the 2004
Agreement (as extended pursuant to the terms of the Stock Purchase Agreement
and as further extended pursuant to the terms of the Agreement)](4) after the effective date of this
Release of Claims and (iii) any claims relating to Executive’s commission
of fraud or criminal acts against Company or its affiliates, or other
substantial, willful and intentional misconduct related to Executive’s
employment with the Company or any of its affiliates. Intending to be legally
bound, the Company has signed this Release of Claims as of the date written
below.


 




	
   

  	
   

  	
  [TICKETMASTER ENTERTAINMENT, INC.]

  [LIVE NATION, INC.]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  






 






(1) If termination of employment occurs prior to
the Merger.


 


(2) If termination of employment occurs following
the Merger.


 


(3) If termination of employment occurs prior to
the Merger.


 


(4) If termination of employment occurs following
the Merger.