Exhibit
10.2


 


AMENDED AND RESTATED 

EMPLOYMENT AGREEMENT


 


AMENDED AND
RESTATED EMPLOYMENT AGREEMENT, dated as of October 21, 2009 (this “Agreement”), by and between Front Line
Management Group, Inc. (the “Company”)
and Irving Azoff (“Executive”).


 


WHEREAS, Executive and
the Company previously entered into an employment agreement (the “Original Employment Agreement”), dated
May 11, 2007; and


 


WHEREAS, Executive and
the Company desire to amend and restate the Original Employment Agreement as
set forth herein; and


 


WHEREAS, the Company
entered into that certain Stock Purchase Agreement, dated as of May 11,
2007 (“Stock Purchase Agreement”),
pursuant to which, among other matters, Ticketmaster Entertainment, Inc.
(“Ticketmaster”) (as
successor to IAC/InterActiveCorp) acquired a majority of the issued and
outstanding shares of capital stock of the Company, including a portion of the
shares held by Executive (the “Transaction”),
which purchase became effective as of the Closing (as such term is defined in
the Stock Purchase Agreement); and


 


WHEREAS, as a condition
to the parties’ willingness to enter into the Transaction, the Company
requested, and Executive agreed, that the Stock Purchase Agreement would
incorporate by reference and extend the term of the non-competition and
non-solicitation provisions with respect to Executive and the Company set forth
in the “2004 Agreement” (as such term is defined in the Stock Purchase
Agreement) (the “2004 Agreement”);
and


 


WHEREAS, Executive,
Ticketmaster, and The Azoff Family Trust of 1997, dated May 27, 1997 (the
“Azoff Trust”) are
contemporaneously herewith entering into an employment agreement (the “LN Employment Agreement”), dated
October 21, 2009, pursuant to which, among other matters, the parties
agreed that Live Nation, Inc. (“Live
Nation”) would, under specified circumstances, purchase shares
of common stock, $0.01 par value, of the Company (“Company Common Stock”), held by
Executive and his affiliates;


 


WHEREAS, as a condition
to the parties’ willingness to enter into the LN Employment Agreement and to
commit to the share purchase provisions set forth in Section 13 of the LN
Employment Agreement, Executive has agreed, subject to the occurrence of the LN
Effective Date (as defined in the LN Employment Agreement) (the “LN Effective Date”), to extend the term
of the non-competition and non-solicitation provisions set forth in
Section 8 of this Agreement; and


 


WHEREAS, Executive
desires to continue employment with the Company and enter into this Agreement
on the terms and conditions contained herein.


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants herein and for other good
and valuable consideration, the parties agree as follows:


 

















 


1.             Effectiveness; Term of Employment.


 


a.             Effectiveness. 
For purposes of this Agreement, “Effective
Date” means June 8, 2007. 
On the Effective Date, the employment agreement, dated December 31,
2004, between Executive and the Company (the “2004 Employment Agreement”), terminated and ceased to have
any further force or effect and was superseded by this Agreement in its
entirety.


 


b.             Subject to the provisions of Section 7 of this
Agreement, Executive shall be employed by the Company for the period commencing
on the Effective Date and ending on the seventh anniversary of the Effective
Date, subject to any applicable extension or early termination of this
Agreement by Executive or the Company (“Employment
Term”), on the terms and subject to the conditions set forth in
this Agreement.


 


2.             Position.


 


a.             During the Employment Term, Executive shall serve as the
Chief Executive Officer (“CEO”)
of the Company.  In such position,
Executive shall have such duties and authority as are customary for a chief
executive officer and as shall be determined from time to time by the Board of
Directors of the Company (the “Board”),
and shall report to the Board.


 


b.             Subject
to Executive’s obligations under the LN Employment Agreement during the LN
Employment Term (as such term is defined in the LN Employment Agreement),
during the Employment Term, Executive will devote substantially all of
Executive’s business time and best efforts to the performance of Executive’s
duties hereunder and will not engage in any other business, profession or
occupation, for compensation or otherwise, except as specifically provided in
Section 8 hereof, which would conflict or interfere with the rendition of
such services either directly or indirectly, without the prior written consent
of the Board; provided, that
nothing herein shall preclude Executive from accepting appointment to, subject
to the prior approval of the Board, or continuing to serve on any board of
directors or trustees of any business corporation or any charitable
organization; provided, in each
case, and in the aggregate, that such activities do not conflict or interfere
with the performance of Executive’s duties hereunder or conflict with
Section 8 of this Agreement.


 


3.             Base Salary. 
During the Employment Term, the Company shall pay Executive a base
salary at the annual rate of Two Million Dollars ($2,000,000), payable in
regular installments in accordance with the Company’s usual payment
practices.  Executive shall be entitled
to such increases in Executive’s base salary, if any, as may be determined from
time to time in the sole discretion of the Board.  Executive’s annual base salary, as in effect
from time to time, is hereinafter referred to as the “Base Salary.”


 


4.             Annual Bonus. 
With respect to each full fiscal year during the Employment Term, the
Company shall pay Executive a bonus award at the annual rate of Two Million
Dollars ($2,000,000) (the “Annual Bonus”),
which shall be payable in full within ten (10) business days after the end
of each such full fiscal year.  The
Company shall pay a pro rated bonus if required pursuant to
Section 7(d) hereof.


 


5.             Employee Benefits.  During the Employment Term, Executive shall
be entitled to participate in the Company’s employee benefit plans (other than
annual bonus and incentive plans) and receive perquisites as in effect from
time to time (collectively “Employee


 


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Benefits”), on the same basis as those benefits
are generally made available to other senior executives of the Company,
including a vacation policy substantially similar to that provided chief
executive officers of similar businesses (as reasonably determined by the
Board).


 


6.             Business Expenses.  During the Employment Term, any and all
business expenses incurred by Executive in the performance of Executive’s
duties hereunder shall be reimbursed by the Company consistent with Company
practices under the 2004 Employment Agreement, so long as such expenses do not
constitute compensation to Executive under IRS or other applicable standards or
regulations.


 


7.             Termination. 
The Employment Term and Executive’s employment hereunder may be
terminated by either party only pursuant to the terms of this Agreement; provided that except as otherwise
specified in this Section 7, Executive will be required to give the
Company at least 60 days advance written notice of any resignation of
Executive’s employment.  Executive’s
employment with the Company may be terminated by the Company for Cause (as
defined below), by Executive for Good Reason (as defined below) or due to death
or Disability (as defined below), in each case in accordance with the terms of
this Agreement, whether prior to, on or after the LN Effective Date.  Following the LN Effective Date, Executive’s
employment with the Company also may be terminated by the Company without Cause
or voluntarily by Executive without Good Reason, in each case in accordance
with the terms of this Agreement. 
Notwithstanding any other provision of this Agreement, the provisions of
this Section 7 exclusively shall govern Executive’s rights upon
termination of employment with the Company.


 


a.             By the Company For Cause; by Executive without Good
Reason.


 


(i)            This clause (i) shall apply
solely with respect to the period prior to the LN Effective Date. For purposes
of this Agreement, “Cause”
means (A) the willful and continued failure of Executive to perform
substantially his material duties with the Company (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 Board which identifies the manner in which the Board believes
that Executive has not performed Executive’s duties and Executive, after a
period established by the Board and communicated in writing to Executive (which
period may be no less than twenty (20) days), has failed to cure such failure,
(B) the willful engaging by Executive in gross misconduct which is
demonstrably and materially injurious to the Company or any material breach by
Executive of his Non-Solicitation or Non-Competition obligations either under
Section 8 of this Agreement or under the 2004 Agreement (the duration of
which has been extended as provided in the Stock Purchase Agreement) (if such
breach continues beyond a five (5) day cure period), (C) Executive’s
conviction of, or pleading guilty to, a felony involving moral turpitude or
dishonesty or (D) a material breach by Executive of a fiduciary duty.  A termination of Executive’s employment with
the Company by the Company for Cause shall not be effective unless and until
the Company has delivered to Executive, along with a Notice of Termination (as
defined in Section 7(e)), a copy of a resolution duly adopted by a
majority of the Board (excluding Executive, if he is a member of the Board)
stating that the Board has determined to terminate Executive’s employment with
the Company for Cause; provided, however, that no such resolution shall be
permitted to be adopted without


 


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the Company having afforded
Executive the opportunity to make a presentation to the Board and to answer any
questions its members may ask him.


 


(ii)           For purposes of this Agreement,
(A) “Affiliate” means
any individual, corporation, partnership, limited liability company,
association, trust or other entity or organization that directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with such person, where “control” means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
policies of the Company, whether through the ownership of voting securities, by
contract, as trustee or executor, or otherwise, and, with respect to any
individual, any relative or spouse of such person, or any relative of such
spouse, who has the same home as such person; and (B) “Subsidiary” means (x) any
corporation more than fifty percent (50%) of whose stock of any class or
classes having by the terms thereof ordinary voting power to elect a majority
of the directors of such corporation (irrespective of whether or not at the
time stock of any class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time
owned by the Company and/or one or more Subsidiaries of the Company and
(y) any partnership, limited liability company, association, joint venture
or other entity in which the Company and/or one or more Subsidiaries of the Company
has more than a fifty percent (50%) equity interest or the right to control the
management of such entity.


 


(iii)          If Executive’s employment is
terminated (x) by the Company for Cause or (y) solely with respect to
periods on and after the LN Effective Date, voluntarily by Executive without
Good Reason, Executive shall be entitled to receive:


 


(A)          the Base Salary through the date of
termination;


 


(B)           any Annual Bonus earned but unpaid as
of the date of termination for any previously completed fiscal year;


 


(C)           reimbursement for any unreimbursed
business expenses properly incurred by Executive in accordance with Company
policy prior to the date of Executive’s termination; and


 


(D)          such Employee Benefits, if any, as to
which Executive may be entitled under the employee benefit plans of the Company
(the amounts described in clauses (A) through (D) hereof being
referred to as the “Accrued Rights”).


 


The Accrued Rights shall be
paid to Executive in a lump sum in cash within 30 days of the date of
termination of Executive’s employment, provided
that any amounts paid in respect of Accrued Rights pursuant to clause
(D) above shall be paid in accordance with the terms of the applicable
employee benefit plan.  Following a
termination of Executive’s employment (x) by the Company for Cause or
(y) solely with respect to periods on and after the LN Effective Date,
voluntarily by Executive without Good Reason, except as set forth in this
Section 7(a)(iii), Executive shall have no further rights to any compensation
or any other benefits under this Agreement.


 


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b.             Disability or Death.


 


(i)            The Employment Term and Executive’s
employment hereunder shall terminate upon Executive’s death and may be
terminated by the Company if Executive suffers a Disability.


 


(ii)           This clause (ii) shall apply
solely with respect to the period prior to the LN Effective Date.  For purposes of this Agreement, “Disability” means personal injury,
illness or other cause which has rendered Executive unable to perform
substantially his material duties and responsibilities hereunder 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 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 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 Company and Executive shall be final and conclusive for all
purposes of the Agreement.


 


(iii)          Upon termination of Executive’s
employment hereunder for either Disability or death, Executive or Executive’s
estate (as the case may be) shall be entitled to receive:


 


(A)          the Accrued Rights (paid as set forth
in Section 7(a)(iii) above);


 


(B)           a pro rata portion of the Annual
Bonus that Executive would have been entitled to receive pursuant to
Section 4 hereof in such year based upon the percentage of the fiscal year
that shall have elapsed through the date of Executive’s termination of
employment, payable when such Annual Bonus would have otherwise been payable
had Executive’s employment not terminated; and


 


(C)           (I) in the event of termination
on account of death, a lump sum payment equal to one year’s Base Salary,
payable within 30 days of the date of termination of Executive’s employment;
and


 


(II) in
the event of termination on account of Disability, subject to Executive’s
continued compliance with the provisions of Sections 8 and 9 of this Agreement,
(x) continued payment of the Base Salary on the same basis as provided
prior to such termination for twelve months after the date of such termination,
(y) a lump sum payment of $20,000, payable within 30 days of the date of
termination of Executive’s employment and (z) access to the Company’s
medical insurance for one year following the date of termination of employment;
provided that Executive will be
responsible for all applicable premiums.


 


Following Executive’s
termination of employment due to death or Disability, except as set forth in
this Section 7(b)(iii), Executive shall have no further rights to any
compensation or any other benefits under this Agreement.


 


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c.             Termination by Company without
Cause; Resignation by Executive for Good Reason.


 


(i)            This clause (i) shall apply
solely with respect to the period prior to the LN Effective Date.  For purposes of this Agreement, “Good Reason” means, without Executive’s
express written consent:


 


(A)          (x)  a material and adverse
change in the position(s), authority, duties or responsibilities (including
reporting responsibilities) of Executive with the Company and its Subsidiaries,
or (y) Executive no longer serving as Chief Executive Officer of the
Company during the Employment Term;


 


(B)           any material reduction in salary not
agreed to by Executive;


 


(C)           any willful breach by the Company of
any other material obligation of the Company under this Agreement; or


 


(D)          the Company requiring Executive to be
based somewhere other than Beverly Hills, California or West Los Angeles,
California.


 


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


 


(ii)           If (x) Executive resigns for
Good Reason or (y) solely with respect to periods on and after the LN
Effective Date, the Company terminates Executive’s employment without Cause
(other than due to death or Disability), Executive shall be entitled to
receive:


 


(A)          the Accrued Rights (paid as set forth
in Section 7(a)(iii) above);


 


(B)           subject to Executive’s continued
compliance with (x) prior to the LN Effective Date, the 2004 Agreement (the
duration of which has been extended as provided in the Stock Purchase
Agreement), and (y) on and after the LN Effective Date, the provisions of
Sections 8 and 9 of this Agreement (including Executive’s obligations under the
2004 Agreement (the duration of which has been extended as provided in the
Stock Purchase Agreement and, subject to the occurrence of the LN Effective
Date, the duration of which shall be further extended pursuant to the LN
Employment Agreement)), continued payment of the Base Salary and Annual Bonus
on the same basis


 


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as provided prior to such
termination until the expiration of the Employment Term as if such termination
had not occurred;


 


(C)           a lump sum payment equal to the
product of (x) the number of years (including partial years) from and
after the date of termination of employment through and including June 8,
2014, and (y) $20,000, payable within 30 days of the date of termination
of employment; and


 


(D)          access to the Company’s medical
insurance through and until June 8, 2014; provided
that Executive will be responsible for all applicable premiums.


 


Following Executive’s
termination of employment (x) by reason of Executive’s resignation for
Good Reason or (y) solely with respect to periods on and after the LN
Effective Date, by the Company without Cause (other than due to death or
Disability), except as set forth in this Section 7(c), Executive shall
have no further rights to any compensation or any other benefits under this
Agreement.


 


(iii)          Notwithstanding anything to the
contrary provided in this Agreement, if Executive resigns for Good Reason prior
to the LN Effective Date, Executive shall thereupon and thereafter no longer be
subject to the provisions of Section 8 of this Agreement; provided, however,
that the foregoing shall not affect Executive’s obligations under the 2004
Agreement (the duration of which has been extended as provided in the Stock
Purchase Agreement). On and after the LN Effective Date, the first sentence of this
clause (iii) shall have no force or effect. For the avoidance of doubt, on
and after the LN Effective Date, upon a termination of Executive’s employment
with the Company by the Executive for Good Reason or by the Company without
Cause, Executive shall be subject to Section 8 and Section 9 of this
Agreement (including Executive’s obligations under the 2004 Agreement (the
duration of which has been extended as provided in the Stock Purchase Agreement
and, subject to the occurrence of the LN Effective Date, the duration of which
shall be further extended pursuant to the LN Employment Agreement)).


 


d.             Expiration of Employment Term.


 


(i)            Expiration of the Employment Term.  Unless Executive’s employment is earlier
terminated pursuant to paragraph (a), (b) or (c) of this
Section 7, the termination of Executive’s employment hereunder (whether or
not Executive continues as an employee of the Company thereafter) shall be
deemed to occur on the close of business on the last day of the Employment Term
and Executive shall be entitled to receive:


 


(A)          the Accrued Rights (paid as set forth
in Section 7(a)(iii) above); and


 


(B)           if the last day of the Employment
Term occurs on or after March 31 of the then current fiscal year, a pro
rata portion of the Annual Bonus that Executive would have been entitled to
receive pursuant to Section 4 hereof in such year based upon the
percentage of the fiscal year that shall have elapsed through the date of
Executive’s


 


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termination of employment,
payable when such Annual Bonus would have otherwise been payable had
Executive’s employment not terminated.


 


Following termination of
Executive’s employment hereunder as a result of the expiration of the
Employment Term, except as set forth in this Section 7(d)(i), Executive
shall have no further rights to any compensation or any other benefits under
this Agreement.


 


(ii)           Continued Employment Beyond the
Expiration of the Employment Term. 
Unless the parties otherwise agree in writing, continuation of
Executive’s employment with the Company beyond the expiration of the Employment
Term shall be deemed an employment at-will and shall not be deemed to extend
any of the provisions of this Agreement and Executive’s employment may
thereafter be terminated at will by either Executive or the Company; provided, that the provisions of Sections
8, 9 and 10 of this Agreement shall survive any termination of this Agreement
or termination of Executive’s employment hereunder.


 


e.             Notice of Termination.  Any purported termination of employment by
the Company or by Executive (other than due to Executive’s death) shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 12(h) hereof. 
For purposes of this Agreement, a “Notice
of Termination” shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of employment under the provision so indicated.


 


f.              Limits on Termination Rights prior to the LN
Effective Date; Certain Termination Rights on and after the LN Effective Date.  Prior to the LN Effective Date, the Company
may not terminate the Employment Term or Executive’s employment hereunder
without Cause.  Prior to the LN Effective
Date, Executive may not terminate the Employment Term or Executive’s employment
hereunder without Good Reason. On and after the LN Effective Date, (i) a
termination of Executive’s employment with Live Nation by Live Nation without
Cause (as defined in the LN Employment Agreement) shall constitute a
termination of Executive’s employment with the Company by the Company without
Cause for purposes of this Agreement, (ii) a termination of Executive’s
employment with Live Nation by Live Nation for Cause (as defined in the LN
Employment Agreement) shall constitute a termination of Executive’s employment
with the Company by the Company for Cause for purposes of this Agreement,
(iii) a termination of Executive’s employment with Live Nation by
Executive for Good Reason (as defined in the LN Employment Agreement) shall
constitute a termination of Executive’s employment with the Company by the
Executive for Good Reason for purposes of this Agreement, (iv) a voluntary
termination of Executive’s employment with Live Nation by Executive without
Good Reason (as defined in the LN Employment Agreement) shall constitute a
voluntary termination of Executive’s employment with the Company by the
Executive without Good Reason for purposes of this 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 the Company due
to Executive’s death for purposes of this Agreement, and (vi) a
termination of Executive’s employment with Live Nation due to Executive’s
Disability (as defined in the LN Employment Agreement) shall constitute a
termination of Executive’s employment with the Company due to Executive’s
Disability for purposes of this Agreement.


 


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8.             Non-Competition;
Non-Solicitation.  Executive
acknowledges and recognizes the highly competitive nature of the businesses of
the Company and its Affiliates and accordingly agrees, as a condition of
employment and as a condition to the parties entering into the Transaction, to
the non-competition and non-solicitation provisions contained in the 2004
Agreement (the duration of which has been extended as provided in the Stock
Purchase Agreement, and, subject to the occurrence of the LN Effective Date,
the duration of which shall be further extended pursuant to the LN Employment
Agreement), which are hereby incorporated herein by reference, during the
Employment Term and as otherwise stated in the 2004 Agreement, the Stock
Purchase Agreement and the LN Employment Agreement.


 


a.             This Section 8(a) shall apply prior to the LN
Effective Date. Notwithstanding and in addition to the above, during the
Employment Term and during any period thereafter during which Executive is
continuing to receive payments of Base Salary and/or an Annual Bonus (provided, that in no event shall such
period after the Employment Term during which Executive is subject to the
restrictions in this Section 8 extend beyond the later of (x) the
seventh anniversary of the Effective Date and (y) one year following the
termination of Executive’s employment with the Company), Executive shall not,
directly or indirectly, for the purpose of conducting or engaging in the Music
Business (as defined in the 2004 Agreement):


 


(i)            call upon, solicit, advise, sign,
hire, interfere with, or otherwise do, or attempt to do, business with any
Artist (as defined in the Stock Purchase Agreement) or other talent or employee
of the Company or any of its Subsidiaries, except on behalf of the Company and
its Affiliates (other than Executive’s secretary, only if such person is only
responsible for standard-secretarial duties); or


 


(ii)           take away or interfere or attempt to
interfere with any custom, trade, business or patronage of the Company or any
of its Subsidiaries; or


 


(iii)          induce or attempt to induce any person
referenced and not excluded in this Section 8(a) under a written or
oral agreement to leave the employ of, or violate the terms of their contracts
or employment arrangements with, the Company or any of its Subsidiaries; or


 


(iv)          engage in any similar activity that is
competitive with the Company or any of its businesses with respect to the Music
Business (as defined in the 2004 Agreement) (clauses (i)-(iv) of this
Section 8(a), the “Section 8
Activities”);


 


provided, that Executive’s
investment in TBA Global Events LLC shall not be deemed a violation of this
Section 8(a) so long as it does not materially interfere with the
performance of his duties hereunder.


 


b.             This Section 8(b) shall apply on and after the
LN Effective Date. Notwithstanding and in addition to the above, during the
Employment Term and following a termination of Executive’s employment until the
latest of (x) the last date that Executive receives payments of Base
Salary and/or an Annual Bonus, (y) the one year anniversary of Executive’s
termination of employment and (z) the Put Milestone Date (as defined
below), Executive shall not, directly or indirectly, for the purpose of
conducting or engaging in the Music Business (as defined in the 2004 Agreement)
engage in any Section 8 Activities; provided,
that Executive’s investment in TBA


 


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Global Events LLC shall not be deemed a violation
of this Section 8(b) so long as it does not materially interfere with
the performance of his duties hereunder. For purposes of this
Section 8(b), “Put Milestone Date”
means the later of (1) the latest date that the Azoff Trust has the right
to exercise a put pursuant to Section 13 of the LN Employment Agreement
and (2) the second anniversary of the latest date that the Azoff Trust
exercises any rights  pursuant to
Section 13 of the LN Employment Agreement.


 


c.             It is expressly understood and agreed that although
Executive and the Company consider the non-competition and non-solicitation
restrictions contained herein or contained in the 2004 Agreement, as
incorporated by reference herein, to be reasonable, if a final judicial
determination is made by a court of competent jurisdiction that the time or
territory or any other restriction in that regard is an unenforceable
restriction against Executive, the provisions of this Agreement shall not be
rendered void but shall be deemed amended to apply as to such maximum time and
territory and to such maximum extent as such court may judicially determine or
indicate to be enforceable. 
Alternatively, if any court of competent jurisdiction finds that any
such restriction incorporated by reference in this Agreement is unenforceable,
and such restriction cannot be amended so as to make it enforceable, such
finding shall not affect the enforceability of any of the other restrictions
contained herein.


 


d.             The provisions of this Section 8 shall survive the
termination of Executive’s employment for any reason.


 


9.             Confidentiality; Intellectual Property.


 


a.             Confidentiality.


 


(i)            Executive will not at any time
(whether during or after Executive’s employment with the Company), except as
necessary for the conduct of the Company’s affairs in the ordinary course of
business consistent with past practices of the Company and its Subsidiaries,
(A) retain or use for the benefit, purposes or account of Executive or any
other Person; or (B) disclose, divulge, reveal, communicate, share,
transfer or provide access to any Person outside the Company (other than its
professional advisers who are bound by confidentiality obligations), any
non-public, proprietary or confidential information (including the existence or
terms of any contract) concerning the past, current or future business,
activities and operations of the Company, its Subsidiaries or Affiliates and/or
any client of the Company or any other third party that has disclosed or
provided, any of same to the Company on a confidential basis (“Confidential Information”) without the
prior written authorization of the Board.


 


(ii)           “Confidential Information” shall not
include any information that is (A) generally known to the industry or the
public other than as a result of Executive’s breach of this covenant;
(B) made legitimately available to Executive by a third party without
breach of any confidentiality obligation; (C) independently developed by
Executive following Executive’s termination of employment by the Company and
without reference to Confidential Information or which contains only the names
and contact information for any individual or business; or (D) required by
law to be disclosed; provided,
that Executive shall give prompt written notice to


 


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the Company of such requirement, disclose no more
information than is so required, and cooperate with any attempts by the Company
to obtain a protective order or similar treatment.


 


(iii)                               Except as required by law,
Executive will not disclose to anyone, other than Executive’s immediate family
and legal or financial advisors, the existence or contents of this Agreement; provided, that Executive may disclose-to
any prospective future employer the provisions of Sections 8 and 9 of this
Agreement; provided they agree to
maintain the confidentiality of such terms.


 


(iv)                              Upon termination of Executive’s
employment with the Company for any reason, Executive shall (A) cease, and
not thereafter commence, use of any Confidential Information owned or used by
the Company or its Subsidiaries; (B) immediately destroy, delete, or
return to the Company, at the Company’s option, all originals and copies in any
form or medium (including memoranda, books, papers, plans, computer files,
letters and other data) in Executive’s possession or control (including any of
the foregoing stored or located in Executive’s office, home, laptop or other
computer, whether or not Company property) that contain Confidential
Information or otherwise relate to the business of the Company and its Subsidiaries,
except that Executive may retain only those portions of any personal notes,
notebooks and diaries that do not contain any Confidential Information and
Executive’s personal compensation statements; and (C) notify and fully
cooperate with the Company regarding the delivery or destruction of any other
Confidential Information of which Executive is or becomes aware.


 


(v)                                 Executive shall not improperly
use for the benefit of, bring to any premises of, divulge, disclose,
communicate, reveal, transfer or provide access to, or share with the Company
any confidential, proprietary or non-public information or intellectual
property relating to a former employer or other third party without the prior
written permission of such third party. 
Executive hereby indemnifies, holds harmless and agrees to defend the
Company and its officers, directors, partners, employees, agents and
representatives from any breach of the foregoing covenant.


 


(vi)                              Executive shall be free to use,
but may not disclose in any manner per this Section 9(a), information in
intangible form retained in the memory of Executive, including, without
limitation ideas, concepts, know-how or techniques, for any purpose.


 


b.                            Intellectual Property.


 


(i)                                     If Executive has created,
invented, designed, developed, contributed to or improved any works of
authorship, inventions, intellectual property, materials, documents or other
work product (including without limitation, research, reports, software,
databases, systems, applications, presentations, textual works, content, or
audiovisual materials) related to the Music Management Business (as such term
is defined in the Stock Purchase Agreement), including, without limitation, the
music services business (“Works”), either alone or with third parties, prior to
Executive’s employment by the Company, that are relevant to such employment (“Prior Works”), Executive hereby grants the
Company a perpetual, non-exclusive, royalty-free, worldwide, assignable,
sublicensable license under all rights and intellectual property rights
(including rights under patent, industrial property, copyright, trademark,
trade secret, unfair 


 


11

















 


competition and related laws) therein for all
purposes in connection with the Company’s current and future business.


 


(ii)                                  If Executive creates, invents,
designs, develops, contributes to or improves any Works, either alone or with
third parties, at any time during Executive’s employment by the Company and
within the scope of such employment and/or with the use of any the Company
resources (“Company Works”), Executive shall promptly and fully disclose same
to the Company and hereby irrevocably assigns, transfers and conveys, to the
maximum extent permitted by applicable law, all rights and intellectual
property rights therein (including rights under patent, industrial property,
copyright, trademark, trade secret, unfair competition and related laws) to the
Company to the extent ownership of any such rights does not vest originally in
the Company.


 


(iii)                               Executive shall take all
reasonably requested actions and execute all reasonably requested documents
(including any licenses or assignments required by a government contract) at
the Company’s expense (but without further remuneration) to assist the Company
in validating, maintaining, protecting, enforcing, perfecting, recording,
patenting or registering any of the Company’s rights in the Prior Works and
Company Works.  If the Company is unable
for any other reason to secure Executive’s signature on any document for this
purpose, then Executive hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents as Executive’s agent and attorney
in fact, to act for and in Executive’s behalf and stead to execute any documents
and to do all other lawfully permitted acts in connection with the foregoing.


 


c.                             The provisions of this Section 9 shall survive the termination of
Executive’s employment for any reason.


 


10.                                 Specific Performance. 
Executive acknowledges and agrees that the Company’s remedies at law for
a breach or threatened breach of any of the provisions of Section 8 or Section 9
would be inadequate and the Company would suffer irreparable damages as a
result of such breach or threatened breach. 
In recognition of this fact, Executive agrees that, in the event of such
a breach or threatened breach, in addition to any remedies at law, the Company,
without posting any bond, shall be entitled to cease making any payments or
providing any benefit otherwise required by this Agreement and obtain equitable
relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then
be available. The provisions of this Section 10 shall survive the termination
of Executive’s employment for any reason.


 


11.                                 Section 409A.


 


a.                             General.  It is intended that this Agreement shall
comply with the provisions of Section 409A of the Internal Revenue Code of
1986, as amended (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 


 


12

















 


409A 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.                            In-Kind Benefits and Reimbursements.  Notwithstanding anything to
the contrary in this Agreement, all reimbursements and 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 (i) any reimbursement is for expenses incurred during
Executive’s lifetime (or during a shorter period of time specified in this
Agreement); (ii) 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; (iii) 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 (iv) the right to reimbursement or in kind
benefits is not subject to liquidation or exchange for another benefit.


 


c.                             Delay of Payments.  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.


 


12.                                 Miscellaneous.


 


a.                             Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
regard to conflicts of laws principles thereof.


 


b.                            Entire Agreement/Amendments.  This Agreement contains the
entire understanding of the parties with respect to the employment of Executive
by the Company.  There are no
restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein.  This Agreement
may not be altered, modified, or amended except by written instrument signed by
the parties hereto.


 


c.                             No Waiver.  The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such party’s rights or deprive such party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.


 


13

















 


d.                            Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions of this Agreement shall not be affected thereby.


 


e.                             Assignment.  This Agreement, and all of Executive’s rights
and duties hereunder, 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 the Company to a person or entity that is an Affiliate or a successor in
interest to substantially all of the business operations of the Company.  Upon such assignment, the rights and
obligations of the Company hereunder shall become the rights and obligations of
such Affiliate or successor person or entity.


 


f.                               Set Off; No Mitigation.  The Company’s obligation to
pay Executive the amounts provided and to make the arrangements provided
hereunder shall be subject to set-off, counterclaim or recoupment of amounts
owed by Executive to the Company or its Subsidiaries.  In the event of a termination of employment
requiring the Company to make payments to Executive, any such payments shall be
offset by amounts, if any, earned by Executive through other professional
activities during the period commencing on such termination of employment and
ending on the seventh anniversary of the Effective Date, provided Executive shall not be required to seek alternate employment.


 


g.                            Successors; Binding Agreement.  This Agreement shall inure to
the benefit of and be binding upon personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.


 


h.                            Notice.  For the purpose of this Agreement, notices and
all other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered by hand or overnight
courier or three days after it has been mailed by United States registered
mail, return receipt requested, postage prepaid, addressed to the respective
addresses set forth below in this Agreement, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.


 


If to
the Company:


 


Front Line Management
Group, Inc.

1100 Glendon Avenue

Los Angeles, California 90024

Facsimile:  (310) 209-3139

Attention:  Chief Financial Officer


 


With a
copy to:


 


Ticketmaster
Entertainment, Inc.

8800 West Sunset Boulevard

West Hollywood, CA 90069

Facsimile:  (310) 386-1244

Attention:  General Counsel


 


14

















 


If to
Executive:


 


To the most recent
address of Executive set forth in the personnel records of the Company.


 


i.                                Conflicts of Interest.  In light of the fact that
Affiliates and/or stockholders of the Company frequently enter into agreements
with recording artists, songwriters and others who could potentially be
represented by the Company, each party to this Agreement acknowledges that it
is the intent of the parties that, in any situation in which the interests of
the Company and/or any of its Artists are or may be adverse to the interests of
such Affiliates and/or stockholders, Executive is to act solely in the
interests of the Company and its Artists, and that Executive has no duty
whatsoever to act in the interests of any such Affiliates and/or stockholders
(except for the Company).  Executive
further agrees to work with the Company to establish and maintain such
procedures as are necessary to mitigate any conflict of interest.


 


j.                                Executive Representation.  Executive hereby represents to
the Company that the execution and delivery of this Agreement by Executive and
the Company and the performance by Executive of Executive’s duties hereunder
shall not constitute a breach of, or otherwise contravene, the terms of any
employment agreement or other agreement or policy to which Executive is a party
or otherwise bound.


 


k.                             Prior Agreements.  This Agreement supersedes all prior
agreements and understandings (including verbal agreements) between Executive
and the Company and/or its Subsidiaries and/or Affiliates regarding the terms
and conditions of Executive’s employment with the Company.


 


l.                                Cooperation.  Executive shall provide Executive’s
reasonable cooperation in connection with any action or proceeding (or any
appeal from any action or proceeding) that relates to events occurring during
Executive’s employment hereunder.  This
provision shall survive any termination of this Agreement.


 


m.                          Withholding Taxes.  The Company may withhold from any amounts
payable under this Agreement such Federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.


 


n.                            Counterparts.  This Agreement shall be executed using
separate signature pages for each signatory, and may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


 


[signature pages to follow]


 


15

















 


IN WITNESS WHEREOF, Front
Line Management Group, Inc, has duly executed this Agreement as of the day and
year first above written.


 


	
   

  	
  FRONT LINE MANAGEMENT
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  /s/
  Colin Hodgson

  
	
   

  	
  By: Colin Hodgson

  
	
   

  	
  Title: Chief Financial
  Officer

  



 


[SIGNATURE
PAGE TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT]


 

















 


IN WITNESS WHEREOF,
Executive has duly executed this Agreement as of the day and year first above
written.


 


 


	
   

  	
  /s/ Irving Azoff

  
	
   

  	
  IRVING AZOFF

  



 


[SIGNATURE
PAGE TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT]