**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made as of January 10, 2008, between CKX, Inc., aDelaware corporation (the “Employer”), and Thomas P. Benson (the “Executive”).     WHEREAS, the Employer and the Executive desire to amend and restate that certain EmploymentAgreement, dated as of February 8, 2005, between the Employer and the Executive (the “OriginalEmployment Agreement”); and     WHEREAS, the Board of Directors of the Employer (the “Board”) has determined that itis in the Employer’s interest to amend and restate the Original Employment Agreement with theExecutive in order to secure, and in the future to be assured of, the Executive’s abilities,services, and judgment as a member of senior management of the Employer, upon the terms andprovisions and subject to the conditions stated in this agreement;     NOW, THEREFORE, the Employer and the Executive agree as follows:     1. Employment. Upon the terms and subject to the conditions of this agreement, theEmployer employs the Executive, and the Executive accepts employment.     2. Term; Dates. The term of the Executive’s employment shall commence on February 8,2005 and continue until the fifth annual anniversary thereof (the “Employment AgreementTerm”), unless earlier terminated or renewed in accordance with this agreement.     2.1 This agreement refers to the dates defined in this section, as follows: (i) the date ofcommencement of employment is the “Effective Date”; (ii) the period of time during which theExecutive is an employee of the Employer pursuant to and in accordance with the terms andprovisions of this agreement is hereinafter referred to as the “Term”; and (iii) the last date ofemployment is the “Expiration Date.”     3. Executive’s Position, Duties, and Authority. The Employer shall employ theExecutive, and the Executive shall serve as Executive Vice President and Chief Financial Officer ofthe Employer, and in such other positions with the Employer and its subsidiaries that arereasonably acceptable to the Executive. The Executive shall have executive duties, functions,authority, and responsibilities commensurate with the office or offices he from time to time holdswith the Employer in a corporation that is public, subject, in accordance with applicable law, tothe supervision and direction of the Board.     3.1 During the Term and prior to the Expiration Date, the Employer shall use its best effortsto have the Executive nominated to serve on the Board or other governing body of the Employer. Ifthe Employer, including any successor, forms any Executive Committee of the Board, Office of theChairman, or similar senior management committee or group which is approved or otherwise recognizedby the Board during the Term, the Executive shall be a member of such committee or group. TheExecutive shall have no obligation to serve or continue to serve: (i) on the Board or anycommittee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of theEmployer, in the event that the Employer or any such
 

 
subsidiary or affiliate of the Employer or any of their respective successors fails to provide andmaintain to and on behalf of the Executive indemnification rights no less beneficial to theExecutive than those provided by **Section 10**of this agreement and, to the extent more beneficial tothe Executive now or in the future, every right to indemnification and defense of an officer ordirector of any entity formed and existing under the laws of the State of Delaware. The futureoccurrence of any event described in the preceding sentence, or the Employer’s failure within areasonable time to reimburse the Executive for all expenses reasonably incurred in the course offulfilling his duties and responsibilities as a director and/or officer of the Employer, anysubsidiary or affiliate of the Employer or any of their respective successors, additionally, andimmediately, shall constitute a Constructive Termination of the Executive without Cause as suchterm is defined in this agreement.     3.2 The Executive agrees to tailor his conduct with the written employment policies which theEmployer generally applies to all of its employees, and additionally agrees that the Employer maymake necessary and reasonable amendments to its policies from time to time during the Term, to theextent not inconsistent with the terms of this agreement. The Executive and the Employer agreethat these policies supplement, but do not amend or otherwise modify, the express terms of thisagreement in the manner authorized by **Section 17.5**of this agreement.     3.3 The Executive acknowledges that during the Term, the Employer may, without the necessityof obtaining the Executive’s consent, implement one or more corporate reorganizations forfinancial, tax, or related business reasons which do not constitute a Change in Control as suchevent is defined in **Section 12.2**of this agreement. The Executive agrees that, so long as any suchreorganization does not constitute a Change in Control, the reorganized Employer shall be deemedthe Employer for all purposes in connection with this agreement, and without a requirement thatadditional consideration be delivered to the Executive in connection with the reorganization.     4. Principal Occupation. The Executive shall devote his working time to the businessand affairs of the Employer and to the fulfillment of his duties under this agreement in a diligentand competent fashion, consistent with industry standards.     4.1 The Employer acknowledges and agrees that during the Term:     (a) the Executive may wish to continue, or commence, service as a director and officer (or ina similar capacity) on the governing body of other business entities whose business is notcompetitive with that of the Employer or any of its subsidiaries; and     (b) the Executive agrees that his service as described in **Section 4.****1(a)** shall be subject tothe approval of the Employer’s Board, so long as the Board’s discretion is not appliedunreasonably.     Where the Board declines to approve the commencement of the Executive’s service or hiscontinued service, or the Board withdraws its approval for the continuation of the Executive’sservice as described in **Section 4.****1(a)****,**the Executive agrees that he will resign from suchposition, or withdraw himself from consideration. The Executive and Employer agree that nothing inthis **Section 4.1**applies to the Executive’s membership or contribution of his non-
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working time or services, in a non-remunerative capacity, to any: charitable or educationalorganization, foundation, or association; political organization or campaign; religious group,foundation, or organization; or non-profit trade, professional, community, or recreationalorganization or club, so long as the purpose or aim of any such organization presents no conflictwith the business of the Employer, as determined by the Board.     4.2 The Employer acknowledges and agrees that during the Term, the Executive may devote aportion of his business time to personal investments and outside business commitments, *provided,however*that: (a) such activities do not conflict with the business of Employer, (b) suchactivities do not interfere, directly or indirectly, with the performance by the Executive of hisobligations under this Agreement, and (c) such activities do not result in a breach by the Employerof any non-competition or any other similar type of agreement to which the Employer, or itsofficers or directors, may be a party.     4.3 No provision of this agreement shall be construed to prohibit the Executive’s: (a)acquisition, ownership, or trading, including without limitation the Executive’s indirectownership, of less than five percent (5%) of the issued and outstanding stock (or comparable bonds,options, derivatives, or negotiable instruments) of a business entity having securities publiclytraded anywhere in the world; or (b) passive ownership of stock, partnership interests, orcomparable ownership interests or securities in any for-profit private business entity that is notdirectly competitive with the business of the Employer or any of its subsidiaries. The Employeradditionally agrees that nothing in this agreement shall operate to prohibit the Executive’sacceptance of a testamentary gift, bequest, or its equivalent, nor the Executive’s retention of anysuch gift, bequest, or its equivalent following its delivery, so long as the Executive retains theinterest(s) solely for investment purposes.     4.4 In addition to the foregoing, the Executive may spend a portion of his time providingservices for Mr. Sillerman, the Chief Executive Officer of Employer, and/or MJX Asset ManagementLLC (collectively the “MJX Services”). The compensation committee of the Board (the“Compensation Committee”) will review the amount of time the Executive spends providing MJXServices on a quarterly basis. If the Compensation Committee determines that the Executive isengaging in MJX Services at a level whereby he is being compensated by the Employer for time spenton such services, then the Compensation Committee will require that Executive reduce the level ofMJX Services being performed. The Compensation Committee will also require the recipient of suchMJX Services to reimburse Employer for the compensation attributable to the time spent thereonduring the previous year.     4.5 Notwithstanding anything contained in this Section 4, Executive shall, and shall beentitled to, accept the positions of Chief Financial Officer and Director of FX Real Estate andEntertainment Inc. (“FXREE”) and to take all actions and provide all services for and onbehalf of FXREE as shall be necessary and appropriate thereto. Executive acknowledges thatEmployer is both consenting to and requiring such appointment in furtherance of Employer’sobligations under that certain Shared Services Agreement dated as of December 31, 2007 (the“Shared Services Agreement”) by and between the Employer and FXREE. In connectiontherewith, Executive agrees to provide, when requested by Employer, a reasonable estimate of theallocation of his time spent in furtherance of his duties for FXREE to allow for an accurateaccounting of costs under Section 3.1(a) of the Shared Services Agreement.
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     5. Location of Employment. Unless the Executive otherwise consents in writing, theusual place for the performance of his services shall be the Employer’s principal office located inthe Borough of Manhattan, New York, New York, or such other location within Manhattan or NassauCounty, New York, as established by the Employer.     6. Base Salary. During the Term, the Employer shall pay or cause to be paid to theExecutive an initial annualized base salary, payable in equal installments during each year of theTerm (the “Base Salary”) equal to (x) Four Hundred Fifty Thousand Dollars ($450,000) (the“Base Amount.”) less (y) the value of all fringe benefits, perquisites or other amounts(“Perquisites”) that the Employer and the Executive agree at the beginning of each yearwill be provided to Executive for such year (whether or not paid in cash) and that the Employer isrequired to report as compensation to the Executive on Form W-2. If the total of the Base Salaryplus the Perquisites received by the Executive in any year of the Term exceed the Base Amount, anamount equal to the excess compensation received by the Executive for such year shall be deductedon a pro-rata basis from the Executive’s Base Salary during the fist six months of the followingyear. The Base Amount shall be increased upon each anniversary of the date of this agreement by anamount equal to the greater of: (a) five percent (5%) of the Base Amount then in effect; or (b)the product derived by multiplying: (i) the Base Amount then in effect; by (ii) the percentageincrease in the Consumer Price Index published by the federal Bureau of Labor Statistics for theNew York, New York metropolitan area during the previous twelve (12) full calendar months. TheBoard additionally shall review the Executive’s Base Amount at least annually and the Board mayincrease, but not decrease, the Base Amount in an amount greater than the increase required by thepreceding sentence.     6.1 The Executive authorizes the Employer to deduct from the Base Salary and any otherconsideration payable in cash to the Executive pursuant to this agreement all tax withholdings, taxrelated deductions, or other governmentally imposed charges against income as may be required bylaw.     6.2 The Executive acknowledges that his attendance and participation in executive retreats,seminars, motivational or instructional programs, and business, corporate, and employee relationstraining may be requested by the Employer during the Employment Agreement Term. In such event, theExecutive agrees that he in good faith will make reasonable efforts to attend and participate insuch events, provided that the Executive will not be required to attend or participate in more thantwo such events in any calendar year.     6.3 The Executive shall be eligible to accrue the equivalent of six (6) weeks vacation duringeach full year of the Term, in accordance with the accrual methodology and vacation day accruallimitations in the vacation leave policy applied by the Employer to its employees, exceptthat the Employer will credit the Executive for his full annual accrual at the commencementof each full year of the Term, i.e., not on a proportional basis during the course of eachyear of the Term. The Executive additionally shall be entitled to remain away from work for asmany or as few days as required by the Executive due to the Executive’s bona fide illness, subjectto the provisions of **Section 13**of this agreement. The Executive may observe any legal holidays,other holidays recognized by the Employer, and religious holidays that the Executive deemsappropriate, in the sound exercise of his business judgment.
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     7. Bonus and Option Grants.     7.1 The Executive shall be eligible to receive an annual discretionary bonus payable in anycombination of cash, stock or restricted stock, stock options, and/or other considerationbeneficial to the Executive during the continuance of the Executive’s employment hereunder (the“Bonus”), after and pursuant to the affirmative recommendation of the CompensationCommittee of the Board. The Employer’s decision to make or to not make a discretionary bonuspayment to the Executive in any year (including, without limitation, the consideration to bereceived or methodology applied by the Employer to a discretionary bonus eligibility determinationin any year) shall have no bearing on the Executive’s eligibility to earn a bonus in any succeedingyear, nor shall the amount, form, or payment timing of any such discretionary bonus in any yearhave any bearing on any aspect of a discretionary bonus determination in any subsequent year.     8. Expenses.     8.1 The Employer shall reimburse the Executive for all reasonable expenses actually incurredor paid by the Executive during the Term in the performance of the Executive’s services. TheEmployer shall make reimbursement within a reasonable time following the Executive’s presentationof expense statements, vouchers, receipts, or such other supporting information as the Employerreasonably may require from the Executive. The Executive acknowledges that the Employer’s policiesregarding the documentation of expenses for which reimbursement is sought may change from time totime, and the Executive agrees that he will comply with the Employer’s reasonable documentationrequirements.     8.2 The Executive at all times shall be entitled to: travel in first class seating (or itsequivalent) on a reputable airline when the Executive travels by air in connection with theEmployer’s business; to hotel accommodations while outside New York on business at a full-servicehotel offering a hotel room with sufficient space, furnishings, and technological facilities andappointments for the Executive’s comfortable and productive work in the room; and private carservice when required to travel in connection with the Employer’s business, attend businessmeetings, or work or attend functions outside of normal business hours or on weekends or holidays.     8.3 In the event that the Employer’s business requirements cause or require the Executive tocancel personal vacation or travel plans for which the Executive or any member of his family isunable to obtain a full refund of any deposit or comparable amount expended by the Executive inadvance, the Employer agrees that it will reimburse to the Executive the full amount not refundedor refundable to the Executive or any such family member.     9. Benefits.     9.1 During the Term, the Executive shall be eligible to participate in any pension, profitsharing, incentive stock option, stock purchase, stock grant program or plan, and retirementsavings program or plan established by the Employer or any of its subsidiaries for which theExecutive provides services hereunder (“Participating Subsidiaries”), including, withoutlimitation, any such program or plan offered by the Employer or Participating Subsidiaries to its
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executive or non-executive employees. The Executive additionally shall be eligible to participatein any group life insurance, hospitalization, medical, health and accident, dental, disability, orsimilar plan or program made available by the Employer or Participating Subsidiaries to itsexecutive or non-executive employees. The Executive acknowledges that his participation in anybenefit plan described in this **Section 9.1**may require, where required from other senior executivesof the Employer or Participating Subsidiaries, the Executive’s co-payment of a periodic premium asa deduction from the Base Salary payable to him. The Executive additionally acknowledges that theExecutive’s actual ability to participate in any program, plan, or other benefit opportunity inwhich the Executive otherwise is eligible to participate ultimately may be determined and governedby the terms and conditions of a third-party provider’s plan or program, and the Executive affirmsthat any third-party’s decision denying the Executive’s participation in a particular program orplan, the provision of coverage or a benefit in respect of a particular circumstance or expense, ora comparable decision adversely affecting the Executive shall not constitute a breach of thisagreement by the Employer, so long as the Employer does not offer, designate, or select a programor plan with the actual intention of excluding the Executive’s eligibility or participation in theopportunity.     9.2 The Executive acknowledges that the Employer may, as it deems appropriate, seek, obtain,and maintain during all or part of the Term insurance connected with the life of the Executive, andfor the benefit of the Employer. In the event that the Employer elects to do so, the Executiveagrees: to provide any medical information required by the insurer issuing such coverage; to submitno more frequently than semi-annually to any medical examination required by the insurer inconnection with the granting or renewal of such coverage; and to otherwise cooperate reasonablywith the Employer’s attempts to obtain such coverage. Any insurer’s rejection of an applicationsubmitted by the Employer connected with this **Section 9.2**in no event shall constitute a breach ofthis agreement by the Executive, and the Employer shall not request nor in another manner seek anyinformation from the Executive, the insurer, or any other person(s) connected with the rejection.     9.3 The Employer agrees that in the event of the Executive’s death during the Term, theEmployer will pay to the Executive’s estate the following, which shall be distributed in accordancewith the Executive’s will or testamentary plan, as directed by any court having jurisdiction oversuch estate, or as directed by any duly appointed administrator or executor of the Executive’sestate:     (a) all earned but unpaid Base Salary at the time of the Executive’s death, plus anamount equal to three (3) times the Base Salary in effect at the time of the Executive’s death;     (b) the full costs relating to the continuation of any group health, dental, and lifeinsurance program or plan provided through the Employer in which the Executive participated at thetime of his death, and through which coverage was provided to any dependent(s) of the Executive atthe time of the Executive’s death, for a period of three (3) years following his death, withoutregard to the availability or expiration of any continuation option or feature provided by theprogram(s) or plan(s), or as otherwise provided to a lesser extent by applicable law at the time ofthe Executive’s death; and
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     (c) the Employer additionally shall cause any stock options, restricted stock or otherequity-based instruments that previously were issued to the Executive to vest fully and shall takeall action necessary to cause the assignment or transfer of such options, securities or otherinstruments as directed by the Executive’s will or testamentary plan, or as directed by any dulyappointed administrator or executor of the Executive’s estate.The Executive acknowledges that the Employer at its option may, in the sole exercise of itsdiscretion, acquire and maintain a current whole life insurance policy (“Policy”) on thelife of the Executive from a reputable carrier which provides substantially equivalent benefits onbehalf of the Executive in respect of the amounts provided in **Sections 9.3(a)**and **(b)**. SuchPolicy, if acquired and maintained, is intended to meet the Employer’s obligations to the Executivepursuant to **Sections 9.3(a)**and **(b)**. The Executive shall have no preferred claim on, or anybeneficial ownership interest in, the Policy which will be subject to the claims of the Executive’sgeneral creditors under federal and state law in the event of insolvency. While the Executive isan employee of the Employer, the Employer shall be the named beneficiary of the Policy and thePolicy shall not be assignable. However, upon termination without Cause, Constructive Terminationwithout Cause or termination following a Change in Control (all as defined in **Section 12**below),the Employer shall assign the Policy to the Executive and, upon the assignment, the Executive shallhave all rights with respect to the Policy. Where the Employer elects to seek such insurancecoverage, the Executive agrees to provide any medical information required by the insurer issuingsuch coverage; to submit to any medical examination required by the insurer in connection with thegranting or renewal of such coverage; and to otherwise cooperate reasonably with the Employer’sattempts to obtain such coverage. Any insurer’s rejection of an application submitted by theEmployer in connection with this **Section 9.3**in no event shall relieve the Employer of any of itsobligations hereunder.     10. Indemnification. The Employer shall indemnify the Executive against all losses,claims, expenses, or other liabilities of any nature arising by reason of the fact that he: (a) isor was a director, officer, employee, or agent of the Employer or any of its subsidiaries oraffiliates; or (b) while a director, officer, employee or agent of the Employer or any of itssubsidiaries or affiliates, is or was serving at the request of the Employer as a director,officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of anothercorporation, partnership, joint venture, trust, employee benefit plan or other entity, in each caseto the fullest extent permitted under the Delaware General Corporation Law, as the same exists ormay hereafter be amended. Without limiting the generality of the foregoing, the Executive shall beentitled in connection with his employment and in connection with his services as an officer anddirector of the Employer to the benefit of the provisions relating to indemnification andadvancement of defense costs and expenses contained in the bylaws and certificate of incorporationof the Employer, as the same in the future may be amended (not including any amendments oradditions that limit or narrow, but including any that add to or broaden, the protection affordedto the Executive), to the fullest extent permitted by applicable law. The Employer shall advanceto the Executive all costs of investigation or defense incurred by the Executive in connection withany pending or threatened claim for which the Executive may be entitled to indemnificationhereunder, provided that the Executive shall agree to return to the Employer any suchreimbursed amounts, without interest, if it is determined in a final, non-appealable judgment by aCourt of competent jurisdiction that the Executive is not entitled to indemnification by theEmployer for losses incurred in connection with such claim. The indemnification obligations of theEmployer
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shall survive from the Effective Date of this agreement and continue until three (3) months afterthe expiration of any applicable statute of limitations with respect to any claim made against theExecutive for which the Executive is or may be entitled to indemnification (the “SurvivalPeriod”), and shall survive after the Survival Period with respect to any indemnification claimas to which the Employer has received notice on or prior to the end of the Survival Period. TheEmployer’s belief regarding a statute of limitations applicable to a claim, any position taken bythe Employer in response to a claim, or the determination of any judicial, quasi-judicial, orarbitral body in connection with a claim and any statute of limitations applicable to a claim(s)shall in no event relieve the Employer from its obligation to indemnify the Executive. TheEmployer shall prepay in full, and maintain fully during the Survival Period for the benefit of theExecutive, on an “occurrence” basis, a directors and officers errors and omissions insurancepolicy, or a similar insurance policy(ies), providing coverage from a financially reputablecarrier, in form and substance reasonably acceptable to the Executive. Anything in this agreementto the contrary notwithstanding, this **Section 10**shall survive the termination of this agreementfor any reason.     11. Confidential Information. The Executive acknowledges that his employment willfully familiarize the Executive with the trade secrets and confidential and proprietary informationof the Employer (the “Confidential Information”). Examples of the Employer’s ConfidentialInformation include, without limitation, information regarding the Employer’s costs, profits,markets, sales, products, key personnel, operational methods, technical processes, businessstrategies, and other information which the Employer engages in efforts to protect from disclosureor discovery by its competitors, actual and prospective clients, and other third parties. TheExecutive further acknowledges that the unintentional or intentional disclosure of the Employer’sConfidential Information would have a material adverse effect on the operations and development ofthe Employer’s business. The Executive therefore covenants and agrees as set forth below:     11.1 The Executive will during the Term and for one (1) year thereafter, keep secret allConfidential Information, and will not intentionally disclose Confidential Information to anyoneoutside of the Employer and its subsidiaries and affiliates and their respective advisors,directors, officers, employees, agents, consultants, financing sources and other representatives,other than in connection with the Executive’s performance of his duties under this agreement exceptwith the Employer’s consent, provided that: (i) the Executive shall have no such obligation to theextent Confidential Information is or becomes publicly known, other than as a result of theExecutive’s breach of his obligations hereunder; and (ii) the Executive may, after giving priornotice to the Employer to the extent practicable under the circumstances, disclose such matters tothe extent required by applicable laws or governmental regulations or judicial or regulatoryprocess; provided, however, that if the Executive is required (by oral questions, interrogatories,requests for information or documents, subpoena, civil investigative demand or similar process) todisclose any Confidential Information pursuant to the foregoing clause (ii), he agrees to usereasonable efforts to provide the Employer with prompt notice of each such request so that theEmployer may seek an appropriate protective order or waive compliance by the Executive with theprovisions of this agreement or both; provided, further, that if, absent the entryof a protective order or the receipt of a waiver under this agreement, the Executive is, in theopinion of his counsel, legally compelled to disclose such Confidential Information under pain ofliability for contempt or other censure or penalty (civil or criminal), the Executive may disclosesuch
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information to the persons and to the extent required without liability under this agreement. Insuch event, the Executive shall give the Employer written notice of such disclosure, in reasonabledetail, as soon as possible, but in any event not later than concurrently with making suchdisclosure, and the Executive shall exercise his reasonable commercial efforts to obtain reliableassurances that confidential treatment will be accorded any such Confidential Information sodisclosed.     11.2 The Executive will, at his option: (i) deliver promptly to the Employer at thetermination of his employment by the Employer, or at any other time the Employer may so request,all memoranda, notes, records, reports, and other documents (including, without limitation, drafts,whole or partial copies, and information stored or maintained electronically, magnetically, in acomputer, or through any other medium invented in the future) relating to the Employer’s business,which he obtained while employed by, or otherwise serving or acting on behalf of, the Employer andwhich he may then possess or have under his control (the “Records”); or (ii) in lieu ofsubclause (i) above, the Executive shall destroy all of the Records, return all tangible propertyof the Employer containing any Records which is possessed by the Executive, and shall deliver tothe Employer a signed affirmation to that effect.     11.3 The Executive’s duties may require that he enter into confidentiality agreements,nondisclosure agreements, or comparable agreements with third parties, and a third party mayrequire the Executive’s entry into such an agreement(s) personally and on behalf of the Employer.In any such event, the Executive agrees to engage in reasonable efforts to perform any suchagreement.     11.4 During the Term, the Employer may adopt or implement additional Confidential Informationpolicies, procedures, or requirements in connection with the Employer’s business, and any suchpolicies, procedures, or requirements will supplement this **Section 11**, without additionalconsideration from the Employer to the Executive, except to the extent, if any, that they conflictwith this agreement, in which event this agreement shall control and govern.     12. Termination. The following definitions shall apply to the use of such terms inthis agreement:     12.1 “Cause” means:     (a) the Executive is convicted of, or enters a no contest plea to (i) a felony involving moralturpitude, or (ii) a misdemeanor involving moral turpitude which would render the Executive unableto perform his duties set forth in this agreement;     (b) the Executive engages in conduct that constitutes willful gross neglect or willful grossmisconduct in carrying out his duties under this agreement, resulting in material economic harm tothe Employer; or     (c) the Executive’s disloyalty, willful non-performance or willful misconduct or neglect(whether the neglect arises from an act(s) or failure(s) to act) of his duties under this agreementafter: (i) written notice to the Executive from either the Board or the Chairman of the Board,with reasonable specification of the matter(s) giving rise to the notice, including notice of
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the Employer’s intent to terminate the Executive’s employment due to the matter(s) described insuch notice, and further stating the Board’s or the Chairman of the Board’s reasoned conclusionthat it is impossible for the Executive to cure the matter(s) giving rise to the notice withinthirty (30) days from the notice; (ii) the opportunity for the Executive to respond in writing tothe written notice, with the assistance of any counsel deemed appropriate by the Executive (but atthe Executive’s expense) not sooner than ten (10) regular business days after delivery of thewritten notice; (iii) the opportunity for the Executive to be heard and to orally present hisposition during a confidential meeting of the entire Board within ten (10) business days after theExecutive’s delivery to the Employer of the Executive’s written response to the written notice; and(iv) a vote of not less than 66 2/3% of all members of the Board (not including the Executive’svote), finding that the matter(s) specified in the written notice constitute “Cause” for purposesof this agreement; or     (d) any finding by the Securities and Exchange Commission pertaining to the Executive which,in the opinion of independent counsel selected by the Employer, could reasonably be expected toimpair or impede the Employer’s ability to register, list, or otherwise offer its stock to thepublic, or following any Initial Public Offering, to maintain itself as a publicly-traded company.For purposes of this **Section 12.1**, no act, or failure to act, by the Executive shall be “willful”unless committed without a reasonable belief that the act or omission was in the best interest ofthe Employer.     12.2 A “Change in Control” shall mean the occurrence of any of the following, assupplemented by the defined terms in **Section 12.****2(g)** of this agreement:     (a) any “person,” or “group” of related persons for purposes of **Section ****13(d)** of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Principalor a Related Party of the Principal), shall become, directly or indirectly, a “beneficial owner,”as such term is used in Rule 13d-3 promulgated under the Exchange Act, of Voting Stock representingmore than thirty-five percent (35%) of the total voting power of all Voting Stock of the Employeron a fully-diluted basis;     (b) all or substantially all of the assets or business of the Employer are disposed of throughthe consummation of a merger, consolidation, sale of assets or other transaction (unless theshareholders of the Employer immediately prior to such merger, consolidation or other transactionbeneficially own, directly or indirectly, Voting Stock representing fifty percent (50%) or more ofthe voting power of the outstanding Voting Stock of the entity or entities, if any, that succeed tothe business of the Employer, determined on a fully-diluted basis);     (c) the Employer combines with another entity and is the surviving corporation but,immediately after the combination, the shareholders of the Employer immediately prior to thecombination beneficially own, directly or indirectly, less than fifty percent (50%) of the votingpower of the outstanding Voting Stock of the combined company, determined on a fully-diluted basis;
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     (d) the majority of the Board consists of individuals other than “Incumbent Directors,” whichterm means members of the Board as of the date of this Agreement, except that any person whobecomes a director subsequent to such date whose election or nomination was supported by two-thirdsof the directors who then comprise the Incumbent Directors shall be considered an IncumbentDirector;     (e) there shall be consummated any consolidation or merger of the Employer in which theEmployer is not the continuing or surviving entity or pursuant to which the common stock of theEmployer would be converted into cash, securities, or other property, other than a merger orconsolidation of the Employer in which the shareholders of the Employer immediately prior to themerger or consolidation beneficially own, directly or indirectly, fifty percent (50%) or more ofthe voting power of the outstanding Voting Stock of the combined company, determined on afully-diluted basis; or     (f) the approval of the shareholders or the Board of Directors of the Employer of any plan orproposal for the liquidation or dissolution of the Employer.     (g) For purposes of this **Section 12.2**, (i) “Voting Stock” means, with respect to any person,securities of any class or classes of capital stock in such person, entitling the holders thereofto vote under ordinary circumstances in the election of members of the board of directors or othergoverning body of such person; (ii) “Principal” means Robert F.X. Sillerman; and (iii) “RelatedParty” means, with respect to the Principal, (x) any spouse or immediate family member of thePrincipal, (y) any trust, corporation, partnership or other entity, the beneficiaries,stockholders, partners, owners or persons beneficially holding a fifty-one percent (51%) or morecontrolling interest of which consist of the Principal and/or such other persons referred to in theimmediately preceding clause (x) or (z) the trustees of any trust referred to in the immediatelypreceding clause (y).     12.3 “Constructive Termination without Cause” means the termination of the Executive’semployment at his initiative after, without the Executive’s prior written consent, one or more ofthe following events:     (a) a reduction in the Base Salary, or the uncured failure by the Employer to fulfill itsobligations under this agreement within thirty (30) days after written notice thereof from theExecutive to the Employer;     (b) the failure to elect the Executive to any of the positions described in **Section 3**; anymaterial diminution or adverse change in the duties, authority, responsibilities, or positions ofthe Executive; or any attempt to remove the Executive from any executive management position in amanner contrary to this agreement or the Employer’s then effective certificate of incorporation orby-laws;     (c) the assignment to the Executive of duties or responsibilities which are materiallyinconsistent or different from those customarily performed by a person holding the executivemanagement positions to be held by the Executive pursuant to **Section 3**;
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     (d) the failure of the Employer to obtain the assumption in writing of its obligation toperform this agreement by any successor to all or substantially all of the assets or business ofthe Employer after a merger, consolidation, sale, or similar transaction; or     (e) the commencement by or against the Employer or any of its material subsidiaries of avoluntary or involuntary proceeding seeking liquidation, reorganization or other relief under anybankruptcy, insolvency or other similar law now or hereafter in effect; or seeking the appointmentof a trustee, receiver, liquidator, or custodian of it or any substantial part of its property,and consent by the Employer or any such material subsidiary to any such relief; or themaking of a general assignment for the benefit of creditors, or failure generally to pay its debtsas they become due; or taking any corporate action to authorize any of the foregoing.     (f) The Executive agrees that each of the following must occur before the Executive may assertthe existence of a Constructive Termination without Cause (other than with respect **to Section12.3(e)**): (i) the Executive must provide written notice to the Board or the Chairman of the Board,with reasonable specification of the matter(s) giving rise to the notice; (ii) the Employer musthave the opportunity, through the Chairman or a Board member designated by him, to respond inwriting to the written notice, with the assistance of any counsel deemed appropriate by theEmployer (at its expense) not sooner than ten (10) business days after delivery of the writtennotice; and (iii) the Board must have the opportunity, acting collectively or through a designee,to investigate, inquire, and otherwise inform itself of the assertion, followed by a hearing beforethe Board during which the Executive is allowed the opportunity to orally present his positionduring a confidential meeting of the entire Board, and the Employer is allowed to respond, withinten (10) business days after the Employer delivers to the Executive its written response to theExecutive’s written notice.     12.4 Termination by the Employer for Cause. If the Employer terminates this agreementfor Cause, the Executive shall be paid all earned but unpaid Base Salary through the date oftermination.     In the event the Employer terminates the Executive’s employment for Cause, the Executive shallhave no further obligation or liability to the Employer in connection with his performance of thisagreement (except the continuing obligations specified in **Section 11**).     12.5 Termination without Cause or Constructive Termination without Cause. In the eventthe Executive’s employment is terminated without Cause, other than due to disability or death, orin the event there is a Constructive Termination without Cause, the Executive shall be entitled tobe paid by the Employer:     (a) the Base Salary through the date of termination;     (b) the cash equivalent of the Base Salary, at the rate in effect on the date of termination(or in the event a Base Salary reduction is the basis for a Constructive Termination without Cause,the Base Salary in effect immediately prior to such a reduction) for three (3) years following suchtermination (the “Salary Payment”), with the pro rata equivalent of such amount payablefrom the Employer to the Executive on the Employer’s ordinary paydays, but not less frequently thanonce per month; or, at the Executive’s option, the Employer shall pay to him the
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present value of the Salary Payment in a lump sum within thirty (30) days of the effective date ofsuch termination (using as the discount rate seventy-five percent of the prime rate (as publishedby The Wall Street Journal) on the first business day of the month in which such terminationoccurs);     (c) for each partial or full year remaining in the then unexpired Employment Agreement Term, acash bonus in full and complete satisfaction of any form of cash bonus or cash incentivecompensation amounts equal to the average of all Bonuses paid by the Employer to the Executiveduring the Term prior to termination, provided, however, that if no Bonus has been paid prior totermination, the amount shall be $100,000 (the “Base Bonus Amount”). The Base Bonus Amountshall be payable in full on each anniversary of this agreement for the remainder of the EmploymentAgreement Term; provided that, at the Executive’s option, the Employer shall pay to him the presentvalue of the aggregate Base Bonus Amounts in a lump sum within thirty (30) days of the effectivedate of such termination (using as the discount rate of seventy-five percent of the prime rate (aspublished by The Wall Street Journal) for the first business day of the month in which suchtermination occurs);     (d) all benefits provided in **Sections 8**and **9**(except that if providing any such benefit underthe terms of a plan would cause an adverse tax effect, the Employer may provide the Executive withequivalent cash payments outside of the plan) until the end of the Employment Agreement Term, withno additional cost or charge payable by the Executive; and     (e) in the event payment becomes due to the Executive as provided in **Sections 12.****5(b)** or **(c)**,the Executive’s election to receive either the Salary Payment or the Base Bonus Amount in a lumpsum shall not preclude the Executive’s election to receive the other payment(s) over time.     12.6 Additional Rights Following a Change in Control. In the event of a Change inControl, the Executive shall be entitled: (a) at the Executive’s option, to accelerate thisagreement’s Expiration Date to the date of the actual closing of any transaction which constitutesa Change in Control (the “Change in Control Closing Date”); and (b) to all payments andbenefits provided in **Section 12.5**in respect of a Constructive Termination without Cause. Thepayments and benefits provided under **Section 12.5**, together with a *bona fide,*good faith estimateof any amounts that may be payable pursuant to **Section 12.7**, (i) shall be paid to the Executive ina lump sum on or prior to the Change in Control Closing Date, without any discount or reduction forthe present value of any monetary amount(s) payable; and (ii) in the case of non-monetaryconsideration or stock options or comparable consideration, delivered to the Executive on or priorto the Change in Control Closing Date. Upon a Change in Control, all granted but unvested sharesof restricted stock and all options to purchase the Employer’s capital stock or similar instrumentsgranted to or held, directly or indirectly, by the Executive shall vest fully and immediately inthe Executive and all options and similar securities held, directly or indirectly, by the Executiveshall remain exercisable for the full maximum term of the original option grant or ten (10) yearsfrom the Change in Control Closing Date, whichever is greater. In addition, **Section 14**of thisagreement immediately, and without additional action, shall be deemed and rendered null, void, andwithout any effect as against the Executive upon the actual closing of any transaction whichconstitutes a Change in Control. The Executive shall forfeit any rights granted pursuant to this**Section 12.6**if the Executive, in his sole and absolute discretion and
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without any obligation whatsoever to do so, accepts in writing a written offer to remain with thesurviving company in an executive position with equivalent duties, authority, and responsibilitiesas the Executive held immediately prior to the transaction resulting in the Change in Control.     12.7 Payment Following a Change in Control. In the event that the aggregate of allpayments or benefits made or provided to the Executive under this agreement and under all otherplans and programs of the Employer (the “Aggregate Payment”) is determined to constitute aParachute Payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code of1986, as amended (the “Internal Revenue Code”), the Employer shall pay to the Executive,prior to the time any excise tax imposed by Section 4999 of the Internal Revenue Code (“ExciseTax”) is payable with respect to such Aggregate Payment, an amount (the “Gross-UpPayment”) which, after the imposition of all excise, federal, state and local income taxes onthe Aggregate Payment and the Gross-Up Payment, enables the Executive to retain a total amountequal to the Aggregate Payment. The determination of whether the Aggregate Payment constitutes aParachute Payment and, if so, the amount to be paid to the Executive and the time of paymentpursuant to this subsection shall be made by an independent auditor (the “Auditor”) jointlyselected by the Employer and the Executive and paid by the Employer. The Auditor shall be anationally recognized United States public accounting firm which has not, during the two yearspreceding the date of its selection, acted in any way on behalf of the Employer or any affiliatethereof. If the Executive and the Employer cannot agree on the firm to serve as the Auditor, thenthe Executive and the Employer shall each select one accounting firm and those two firms shalljointly select the accounting firm to serve as the Auditor.     12.8 Voluntary Termination. (a) In the event of the termination of this agreement atthe conclusion of the Employment Agreement Term, or by the Executive on his own initiativeotherthan: (a) a termination due to death or disability; (b) a ConstructiveTermination without Cause; or (c) a Change in Control, the Executive shall have the sameentitlements as provided in **Section 12.4**for a termination for Cause. A voluntary termination ofemployment by the Executive shall be effective upon reasonable written notice to the Employer.Written notice need not be provided in the event of a termination due to death or disability or theconsummation of a Change in Control.     12.9 Stock Options and Restricted Stock. (a) Upon termination of the Executive’semployment with the Employer without Cause or as a result of a Constructive Termination withoutCause, all restrictions on any restricted stock, stock options or other equity-based instruments,including any transferability or vesting restrictions, immediately shall lapse. The Executiveadditionally shall have the immediate right to exercise any Employer stock options in full (withoutregard to any restriction on the underlying stock, and whether granted under this agreement orotherwise), whether or not any such option is fully exercisable on the date of termination, for theremainder of the original full maximum term of each such stock option. In addition, in the eventthat the Executive’s employment is terminated for any reason within one (1) year preceding orfollowing the consummation of a Change in Control (including, without limitation, the date of theconsummation) then the Executive shall be entitled, at the Executive’s option and without thepreclusion or reduction of any benefit otherwise available to him under this agreement (pursuant to**Section 12.6**or otherwise), to exercise all options granted previously to the Executive during thelongest period permissible under the terms of the plan under which such options were issued fromthe Change in Control Closing Date, and additionally to freely
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transfer any options held, directly or indirectly, by the Executive as of the Change in ControlClosing Date.     (b) Option Grant Terms. The Employer agrees that it will cause the terms andconditions of any options to purchase the Employer’s shares of capital stock or any otherequity-based instruments granted to the Executive during the Employment Agreement Term to conformwith the provisions of this agreement. Where the terms of any grant agreement with the Executiveor any stock incentive plan or stock option plan adopted by the Employer conflict with thisagreement, the Employer agrees that the terms of this agreement shall control, apply to anddetermine the terms of the grant to the fullest extent permitted by applicable law.     12.10 No Mitigation or Offset. At any termination of the Executive’s employment, theExecutive shall have no obligation to seek other employment. There shall be no offset againstamounts due the Executive under this agreement on account of any remuneration attributable to anylater employment, consultancy, partnership, or other remunerative activity connected with theExecutive. However, the Employer hereby waives any rights ofmay offset any amounts owed by theExecutive to the Employer or any of its subsidiaries or affiliates against amounts due to theExecutive under this agreement.     13. Disability.     13.1 If during the Executive’s active employment the Executive becomes physically or mentallydisabled, whether totally or partially, so that he is prevented from performing his duties for aperiod of six consecutive months, the Employer shall pay to the Executive his full Base Salary andBonus in respect of the period ending on the last day of the sixth consecutive month of disability(the “Disability Date”), and the additional provisions set forth below shall apply:     13.2 If the Executive has not resumed his usual duties on or prior to the Disability Date, theExpiration Date of this agreement automatically shall accelerate to the Disability Date, and theEmployer shall pay to the Executive, or as directed by any properly appointed guardian of theExecutive, seventy-five percent (75%) of his Base Salary from the Disability Date through the endof the Employment Agreement Term (without giving effect to any early termination provisionscontained in this agreement) and, the Employer shall have no obligation to pay any Bonus,discretionary bonus, or other form of compensation or consideration to the Executive in respect ofperiods after the Disability Date, unless applicable law requires the Employer to do so. Any BaseSalary payable pursuant to this section shall be reduced by the amount of any benefits payable tothe Executive under any group or individual disability insurance plan or policy, where the premiumsfor such plan or policy are paid primarily by the Employer;     13.3 Unless the Employer voluntarily exercises its option under **Section 13.4**to restore theExecutive to his full compensation, duties, functions, authority and responsibilities, theExecutive shall have no obligations to the Employer from and after the Disability Date (except forhis obligations under **Section 11**, which shall survive); and     13.4 If during the Employment Agreement Term and after a Disability Date, the Executive shallrecover fully from a disability, the Employer, by action of the Board, shall have the right(exercisable within sixty (60) days after notice from the Executive of such recovery),
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but not the obligation, to restore the Executive to employment, full compensation, and hisfull level of duties, functions, authority and responsibilities hereunder.     14. Non-competition.     Except as set forth in this agreement, during the Employment Agreement Term the Executive willnot, without the prior written approval of the Board, (a) become employed by, or become an officer,director, or general partner of, any partnership, corporation or other entity in the media orentertainment sectors (each a “Prohibited Business”) or (b) directly or indirectly,purchase, invest or otherwise participate in any significant manner, in investments, businesses orcommercial operations in a Prohibited Business, unless such purchase, investment or participationis conducted by and through Employer or its subsidiaries. Nothing in this Section 14 shallprohibit the Executive from continuing to fulfill his obligations as an officer, director orpartner of companies or entities identified in **Section 4.**     15. Notices. All notices, requests, consents and other communications, required orpermitted to be given hereunder, shall be in writing and shall be deemed to have been duly given ifdelivered personally or sent by prepaid telegram, or mailed first class, postage prepaid, byregistered or certified mail, as follows (or to such other or additional address as either partyshall designate by notice in writing to the other in accordance herewith):If to the Employer:CKX, Inc.