Exhibit 10.6


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Edward J.
Weiss (“Employee”) and Ticketmaster L.L.C., a Virginia limited liability
company (the “Company”), and is effective January 1, 2008 (the “Effective
Date”).


 


WHEREAS, the
Company desires to establish its right to the services of Employee, in the
capacity described below, on the terms and conditions hereinafter set forth,
and Employee is willing to accept such employment on such terms and conditions.


 


NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth, Employee
and the Company have agreed and do hereby agree as follows:


 


1A.          EMPLOYMENT.  During the Term (as defined below), the
Company shall employ Employee, and Employee shall be employed, as Executive
Vice President and Chief Counsel, or such other equivalent title as may be
agreed between Employee and the Company. 
During Employee’s employment with the Company, Employee shall do and
perform all services and acts necessary or advisable to fulfill the duties and
responsibilities as are commensurate and consistent with Employee’s position
and shall render such services on the terms set forth herein.  During Employee’s employment with the
Company, Employee shall report directly to the Chief Executive Officer of the
Company or such other person(s) as from time to time may be designated by
the Company (hereinafter referred to as the “Reporting Officer”).  Employee shall have such powers and duties
with respect to the Company as may reasonably be assigned to Employee by the
Reporting Officer, to the extent consistent with Employee’s position.  Employee agrees to devote all of Employee’s
working time, attention and efforts to the Company and to perform the duties of
Employee’s position in accordance with the Company’s policies as in effect from
time to time.


 


2A.          TERM.  The term of this Agreement shall be two years
(the “Term”); provided, that certain terms and conditions herein may specify a
greater period of effectiveness.


 


3A.          COMPENSATION.


 


(a)           BASE SALARY.  During the period that Employee is employed
with the Company hereunder, the Company shall pay Employee an annual base
salary of $335,000 (the “Base Salary”), payable in equal biweekly installments (or,
if different, in accordance with the Company’s payroll practice as in effect
from time to time).  For all purposes
under this Agreement, the term “Base Salary” shall refer to the Base Salary as
in effect from time to time.


 


(b)           DISCRETIONARY BONUS.  During the period that Employee is employed
with the Company hereunder, Employee shall be eligible to receive discretionary
annual bonuses.


 

















 


(c)           BENEFITS.  From the Effective Date through the date of
termination of Employee’s employment with the Company for any reason, Employee shall
be entitled to participate in any welfare, health and life insurance and
pension benefit programs as may be adopted from time to time by the Company on
the same basis as that provided to similarly situated employees of the Company.  Without limiting the generality of the
foregoing, Employee shall be entitled to the following benefits:


 


(i)            Reimbursement
for Business Expenses.  During the
period that Employee is employed with the Company hereunder, the Company shall
reimburse Employee for all reasonable, necessary and documented expenses
incurred by Employee in performing Employee’s duties for the Company, on the
same basis as similarly situated employees and in accordance with the Company’s
policies as in effect from time to time.


 


(ii)           Vacation.  During the period that Employee is employed
with the Company hereunder, Employee shall be entitled to paid vacation each year,
in accordance with the plans, policies, programs and practices of the Company
applicable to similarly situated employees of the Company generally.


 


4A.          NOTICES.  All notices and other communications under
this Agreement shall be in writing and shall be given by first-class mail,
certified or registered with return receipt requested, or by hand delivery, or
by overnight delivery by a nationally recognized carrier, in each case to the applicable
address set forth below, and any such notice is deemed effectively given when
received by the recipient (or if receipt is refused by the recipient, when so
refused):


 


	
  If to the
  Company:

  	
  Ticketmaster
  L.L.C.

  
	
   

  	
  8800 Sunset
  Boulevard

  
	
   

  	
  West
  Hollywood, CA 90069

  
	
   

  	
  Attention:
  SVP, Chief People Officer

  
	
   

  	
   

  
	
  If to
  Employee:

  	
  At the
  most recent address for Employee on file at the Company.

  



 


Either party may change such party’s address for notices by notice duly
given pursuant hereto.


 


5A.          GOVERNING LAW; JURISDICTION.  This Agreement and the legal relations thus
created between the parties hereto (including, without limitation, any dispute
arising out of or related to this Agreement) shall be governed by and construed
under and in accordance with the internal laws of the State of California
without reference to its principles of conflicts of laws.  Any such dispute will be heard and determined
before an appropriate federal court located in the State of California in Los
Angeles County, or, if not maintainable therein, then in an appropriate California
state court located in Los Angeles County, and each party hereto submits itself
and its property to the non-exclusive jurisdiction of the foregoing courts with
respect to such disputes.  Each party
hereto (i) agrees that service of process may be made by mailing a copy of
any relevant document to the address of the party set forth above, (ii) waives
to the fullest extent 


 


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permitted by law any objection which it may now or
hereafter have to the courts referred to above on the grounds of inconvenient
forum or otherwise as regards any dispute between the parties hereto arising
out of or related to this Agreement, (iii) waives to the fullest extent
permitted by law any objection which it may now or hereafter have to the laying
of venue in the courts referred to above as regards any dispute between the
parties hereto arising out of or related to this Agreement and (iv) agrees
that a judgment or order of any court referred to above in connection with any
dispute between the parties hereto arising out of or related to this Agreement
is conclusive and binding on it and may be enforced against it in the courts of
any other jurisdiction.


 


6A.          COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


7A.          STANDARD TERMS AND CONDITIONS.  Employee expressly understands and
acknowledges that the Standard Terms and Conditions attached hereto are
incorporated herein by reference, deemed a part of this Agreement and are
binding and enforceable provisions of this Agreement.  References to “this Agreement” or the use of
the term “hereof” shall refer to this Agreement and the Standard Terms and
Conditions attached hereto, taken as a whole.


 


8A.          SECTION 409A OF
THE INTERNAL REVENUE CODE.  This
Agreement is not intended to constitute a “nonqualified deferred compensation
plan” within the meaning of Section 409A of the Internal Revenue Code of 1986,
as amended, and the rules and regulations issued thereunder (“Section
409A”).  Notwithstanding the foregoing,
if this Agreement or any benefit paid to Employee hereunder is subject to
Section 409A and if Employee is a “Specified Employee” (as defined under
Section 409A) as of the date of Employee’s termination of employment hereunder,
then the payment of benefits, if any, scheduled to be paid by the Company to
Employee hereunder during the first six (6) month period beginning on the date
of a termination of employment hereunder shall be delayed during such six (6)
month period and shall commence immediately following the end of such six (6)
month period (and, if applicable, the period in which such payments were
scheduled to be made if not for such delay shall be extended accordingly).  In no event shall the Company be required to
pay Employee any “gross-up” or other payment with respect to any taxes or
penalties imposed under Section 409A with respect to any benefit paid to
Employee hereunder.


 


[The Signature Page Follows]


 


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IN WITNESS
WHEREOF, the Company has caused this Agreement to be executed and delivered by
its duly authorized officer and Employee has executed and delivered this
Agreement on                                       ,
2008.


 


	
   

  	
  TICKETMASTER
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EDWARD J.
  WEISS

  



 





















 


STANDARD TERMS AND CONDITIONS


 


1.             TERMINATION OF EMPLOYEE’S EMPLOYMENT.


 


(a)           DEATH.  In the event Employee’s employment hereunder
is terminated by reason of Employee’s death, the Company shall pay Employee’s
designated beneficiary or beneficiaries, within thirty (30) days of Employee’s
death in a lump sum in cash, (i) Employee’s Base Salary through the end of
the month in which death occurs and (ii) any other Accrued Obligations (as
defined in paragraph 1(g) below).


 


(b)           DISABILITY.  If, as a result of Employee’s incapacity due
to physical or mental illness (“Disability”), Employee shall have been absent
from the full-time performance of Employee’s duties with the Company for a
period of four (4) consecutive months and, within thirty (30) days after
written notice is provided to Employee by the Company (in accordance with Section 4A
hereof), Employee shall not have returned to the full-time performance of Employee’s
duties, Employee’s employment under this Agreement may be terminated by the
Company for Disability.  During any
period prior to such termination during which Employee is absent from the
full-time performance of Employee’s duties with the Company due to Disability,
the Company shall continue to pay Employee’s Base Salary at the rate in effect
at the commencement of such period of Disability, offset by any amounts payable
to Employee under any disability insurance plan or policy provided by the
Company.  Upon termination of Employee’s
employment due to Disability, the Company shall pay Employee within thirty (30)
days of such termination (i) Employee’s Base Salary through the end of the
month in which termination occurs in a lump sum in cash, offset by any amounts
payable to Employee under any disability insurance plan or policy provided by
the Company; and (ii) any other Accrued Obligations (as defined in paragraph
1(g) below).


 


(c)           TERMINATION FOR CAUSE.  Upon the termination of Employee’s employment
by the Company for Cause (as defined below), the Company shall have no further
obligation hereunder, except for the payment of any Accrued Obligations (as defined
in paragraph 1(g) below).  As used
herein, “Cause” shall mean:  (i) the
plea of guilty or nolo contendere to, or conviction for, the commission of a
felony offense by Employee; provided, however, that after
indictment, the Company may suspend Employee from the rendition of services,
but without limiting or modifying in any other way the Company’s obligations
under this Agreement; (ii) a material breach by Employee of a fiduciary
duty owed to the Company; (iii) a material breach by Employee of any of the
covenants made by Employee in Section 2 hereof; (iv) the willful or
gross neglect by Employee of the material duties required by this Agreement; or
(v) a violation by Employee of any Company policy pertaining to ethics,
wrongdoing or conflicts of interest.


 


(d)           TERMINATION BY THE COMPANY OTHER THAN FOR
DEATH, DISABILITY OR CAUSE.  If Employee’s
employment hereunder is terminated prior to the expiration of the Term by the
Company for any reason other than Employee’s death or Disability or for Cause,
then (i) the Company shall pay to Employee an amount equal to the Base
Salary that Employee would have been paid from the date of such termination through
the end of the Term had the Employee’s employment not terminated, payable in
equal biweekly installments 


 

















 


(or, if different, in accordance with the Company’s payroll practice as
in effect from time to time) over the course of the then remaining Term (the “Cash
Severance Payments”); and (ii) the Company shall pay Employee within thirty
(30) days of the date of such termination in a lump sum in cash any Accrued
Obligations (as defined in paragraph 1(g) below).  The payment to Employee of the severance
benefits described in this Section 1(d) shall be subject to Employee’s
execution and non-revocation of a general release of the Company and its
affiliates, in a form substantially similar to that used for similarly situated
executives of the Company and its affiliates, and Employee’s compliance with
the restrictive covenants set forth in Section 2 hereof.  Employee acknowledges and agrees that the
severance benefits described in this Section 1(d) constitutes good
and valuable consideration for such release.


 


(e)           RESIGNATION BY EMPLOYEE FOR CHANGE IN
REPORTING OFFICER.  In the event that
a General Counsel or Chief Legal Officer of the Company is hired and made the
Reporting Officer (the “Reporting Officer Change”), and after a good faith
effort to work under such Reporting Officer, including discussing with senior
management of the Company any issues Employee has about such Reporting Officer,
Employee determines, in his sole discretion, that there is a significant style and/or personality conflict with such Reporting
Officer, then Employee may, conditioned upon his continued compliance with Section 2
of these Standard Terms and Conditions for their duration, resign from
employment by the Company and (i) the Company shall pay to Employee
the Cash Severance Payments; (ii) the Company shall pay Employee within
thirty (30) days of the date of such termination in a lump sum in cash any
Accrued Obligations (as defined in paragraph 1(g) below); and (iii) the vesting of all employee equity
awards granted prior to the Effective Date will be accelerated to the date of
resignation (the benefits provided under clauses (i)-(iii) of this Section 1(e) are
referred to as the “Severance Benefits”). 
Any such resignation may be tendered after six months following the date
of the Reporting Officer Change, but no later than twelve months after such
date.  If there is a Reporting Officer
Change, and within twelve months of that change Employee’s employment hereunder
is terminated prior to the expiration of the Term by the Company for any reason
other than Employee’s death or Disability or for Cause, then Employee shall, conditioned upon his continued compliance with Section 2
of these Standard Terms and Conditions for their duration, be entitled to the
Severance Benefits.  The payment
to Employee of the Severance Benefits described in this Section 1(e) shall
be subject to Employee’s execution and non-revocation of a general release of
the Company and its affiliates, in a form substantially similar to that used
for similarly situated executives of the Company and its affiliates, and
Employee’s compliance with the restrictive covenants set forth in Section 2
hereof.  Employee acknowledges and agrees
that the Severance Benefits described in this Section 1(e) constitutes
good and valuable consideration for such release.


 


(f)            MITIGATION; OFFSET.  In the event of termination of Employee’s
employment pursuant to Section 1(d) or his resignation pursuant to Section 1(e),
Employee shall use his  reasonable
best efforts to seek other comparable employment and to take other reasonable
actions to mitigate the Cash Severance Payments.  If Employee obtains other employment during
the period of time in which the Company is required to make Cash Severance
Payments, the amount of any such remaining payments or benefits to be provided
to Employee shall be reduced by the amount of compensation and benefits earned
by Employee from such other employment through the end of such period.  For purposes of this Section 1(f), Employee
shall have an obligation to 


 


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inform the Company regarding Employee’s employment status following
termination and during the period of time in which the Company is making Cash
Severance Payments.


 


(g)           ACCRUED OBLIGATIONS.  As used in this Agreement, “Accrued
Obligations” shall mean the sum of (i) any portion of Employee’s accrued
but unpaid Base Salary through the date of death or termination of employment
for any reason, as the case may be; (ii) any compensation previously
earned but deferred by Employee (together with any interest or earnings
thereon) that has not yet been paid and that is not otherwise to be paid at a
later date pursuant to the executive deferred compensation plan of the Company,
if any, and (iii) any reimbursements that Employee is entitled to receive
under Section 3A(c)(i) of the Agreement.


 


(h)           AMENDED
PLAN DEFINITION.  Employee hereby
agrees and acknowledges that the following definition of “Good Reason” shall
apply to restricted stock units granted to Employee under the
IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan (the “Plan”) and that
the following definition of “Good Reason” shall replace the definition of “Good
Reason” contained in Section 10 of the Plan:  “Good Reason” means, without Employee’s prior
written consent: (1) a material reduction in your rate of annual base
salary from the rate of annual base salary in effect for you immediately prior
to the Change in Control (as defined in the Plan), (2) a relocation of
your principal place of business more than 35 miles from the city in which your
principal place of business was located immediately prior to the Change in
Control (as defined in the Plan) or (3) a material and demonstrable
adverse change in the nature and scope of your duties from those in effect
immediately prior to the Change in Control (as defined in the Plan).  In order to invoke a Termination of
Employment (as defined in the Plan) for Good Reason under the Plan, Employee
shall provide written notice to the Company of the existence of one or more of
the conditions described in clauses (1) through (3) within 90 days
following your knowledge of the initial existence of such condition or
conditions, and the Company shall have 30 days following receipt of such
written notice (the “Cure Period”) during which it may remedy the
condition.  In the event that the Company
fails to remedy the condition constituting Good Reason during the Cure Period,
Employee must terminate employment, if at all, within 90 days following the
Cure Period in order for such Termination of Employment under the Plan to
constitute a Termination of Employment for Good Reason under the Plan.”


 


2.             CONFIDENTIAL
INFORMATION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.


 


(a)           CONFIDENTIALITY.  Employee acknowledges that, while employed by
the Company, Employee will occupy a position of trust and confidence.  The Company, its subsidiaries and/or
affiliates shall provide Employee with “Confidential Information” as referred
to below.  Employee shall not, except as
may be required to perform Employee’s duties hereunder or as required by
applicable law, without limitation in time, communicate, divulge, disseminate,
disclose to others or otherwise use, whether directly or indirectly, any
Confidential Information regarding the Company and/or any of its subsidiaries and/or
affiliates.


 


“Confidential Information” shall mean
information about the Company or any of its subsidiaries or affiliates, and
their respective businesses, employees, consultants, contractors, clients and
customers that is not disclosed by the Company or any of its subsidiaries or
affiliates 


 


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for financial
reporting purposes or otherwise generally made available to the public (other
than by Employee’s breach of the terms hereof) and that was learned or
developed by Employee in the course of employment by the Company or any of its
subsidiaries or affiliates, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information and client and customer
lists and all papers, resumes, and records (including computer records) of the
documents containing such Confidential Information.  Employee acknowledges that such Confidential
Information is specialized, unique in nature and of great value to the Company
and its subsidiaries or affiliates, and that such information gives the Company
and its subsidiaries or affiliates a competitive advantage.  Employee agrees to deliver or return to the
Company, at the Company’s request at any time or upon termination or expiration
of Employee’s employment or as soon thereafter as possible, all documents,
computer tapes and disks, records, lists, data, drawings, prints, notes and
written information (and all copies thereof) furnished by the Company and its
subsidiaries or affiliates or prepared by Employee in the course of Employee’s
employment by the Company and its subsidiaries or affiliates.  As used in this Agreement, “subsidiaries” and
“affiliates” shall mean any company controlled by, controlling or under common
control with the Company.


 


(b)           POST SEPARATION
COOPERATION.  During the one year
period commencing immediately upon the termination of Employee’s employment for
any reason (other than termination resulting from Employee’s death), Employee shall
be available for consultation with the Company and its subsidiaries and
affiliates concerning their general operations and the industries in which they
engage in business, as maybe be reasonably required without jeopardizing
Employee’s then full-time, non-Ticketmaster employment opportunities; provided,
however, that Employee shall not be obligated to devote more than 24 hours during
such one year period to the performance of such duties.  The Company agrees to reimburse Employee for
all reasonable and necessary business expenses incurred by Employee in the
performance of such consultation in accordance with the Company’s reimbursement
policy, including, without limitation, the submission of supporting evidence as
reasonably required by the Company.  If it
becomes clear, or the parties reasonably anticipate, that that consultation
required of Employee will exceed 24 hours, the parties shall agree on
appropriate reasonable compensation for Employee for such consulting services.


 


(c)           NON-SOLICITATION OF EMPLOYEES.  Employee recognizes that he will possess
Confidential Information about other employees, consultants and contractors of
the Company and its subsidiaries or affiliates relating to their education,
experience, skills, abilities, compensation and benefits, and inter-personal
relationships with suppliers to and customers of the Company and its
subsidiaries or affiliates.  Employee
recognizes that the information he will possess about these other employees,
consultants and contractors is not generally known, is of substantial value to
the Company and its subsidiaries or affiliates in developing their respective
businesses and in securing and retaining customers, and will be acquired by Employee
because of Employee’s business position with the Company.  Employee agrees that, during Employee’s
employment hereunder and for a period of eighteen (18) months thereafter, Employee
will not, directly or indirectly, hire or solicit or recruit any employee of (i) the
Company and/or (ii) its subsidiaries and/or affiliates with whom Employee has
had direct contact during his employment hereunder, in each case, for the
purpose of being employed by Employee or by any business, individual,
partnership, firm, corporation or other entity on whose behalf Employee is
acting as 


 


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an agent, representative or employee and that Employee will not convey
any such Confidential Information or trade secrets about employees of the
Company or any of its subsidiaries or affiliates to any other person except
within the scope of Employee’s duties hereunder.


 


(d)           NON-SOLICITATION OF CLIENTS.  During Employee’s employment hereunder and for
a period of eighteen (18) months thereafter, Employee shall not solicit any Clients
of the Company or any of its subsidiaries or affiliates or encourage
(regardless of who initiates the contact) any such customers to use the
facilities or services of any competitor of the Company or any of its subsidiaries
or affiliates.  “Client” shall mean any
person who engages the Company or any of its subsidiaries or affiliates to
sell, on its Clients’ behalf as agent, tickets to the public.


 


(e)           PROPRIETARY RIGHTS; ASSIGNMENT.  All Employee Developments (defined below)
shall be considered works made for hire by Employee for the Company or, as
applicable, its subsidiaries or affiliates, and Employee agrees that all rights
of any kind in any Employee Developments belong exclusively to the
Company.  In order to permit the Company
to exploit such Employee Developments, Employee shall promptly and fully report
all such Employee Developments to the Company. 
Except in furtherance of his obligations as an employee of the Company,
Employee shall not use or reproduce any portion of any record associated with
any Employee Development without prior written consent of the Company or, as
applicable, its subsidiaries or affiliates. 
Employee agrees that in the event actions of Employee are required to
ensure that such rights belong to the Company under applicable laws, Employee
will cooperate and take whatever such actions are reasonably requested by the
Company, whether during or after the Term, and without the need for separate or
additional compensation.  “Employee
Developments” means any idea, know-how, discovery, invention, design, method,
technique, improvement, enhancement, development, computer program, machine,
algorithm or other work of authorship, whether developed, conceived or reduced
to practice during or following the period of employment, that (i) concerns
or relates to the actual or anticipated business, research or development
activities, or operations of the Company or any of its subsidiaries or affiliates,
or (ii) results from or is suggested by any undertaking assigned to Employee
or work performed by Employee for or on behalf of the Company or any of its
subsidiaries or affiliates, whether created alone or with others, during or
after working hours, or (iii) uses, incorporates or is based on Company
equipment, supplies, facilities, trade secrets or inventions of any form or
type.  All Confidential Information and
all Employee Developments are and shall remain the sole property of the Company
or any of its subsidiaries or affiliates. 
Employee shall acquire no proprietary interest in any Confidential
Information or Employee Developments developed or acquired during the
Term.  To the extent Employee may, by
operation of law or otherwise, acquire any right, title or interest in or to
any Confidential Information or Employee Development, Employee hereby assigns
and covenants to assign to the Company all such proprietary rights without the
need for a separate writing or additional compensation.  Employee shall, both during and after the
Term, upon the Company’s request, promptly execute, acknowledge, and deliver to
the Company all such assignments, confirmations of assignment, certificates,
and instruments, and shall promptly perform such other acts, as the Company may
from time to time in its discretion deem necessary or desirable to evidence,
establish, maintain, perfect, enforce or defend the Company’s rights in
Confidential Information and Employee Developments.


 


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(f)            COMPLIANCE WITH POLICIES AND PROCEDURES.  During the period that Employee is employed
with the Company hereunder, Employee shall adhere to the policies and standards
of professionalism set forth in the Company’s Policies and Procedures as they
may exist from time to time.


 


(g)           SURVIVAL OF PROVISIONS.  The obligations contained in this Section 2
shall, to the extent provided in this Section 2, survive the termination
or expiration of Employee’s employment with the Company and, as applicable,
shall be fully enforceable thereafter in accordance with the terms of this
Agreement.  If it is determined by a
court of competent jurisdiction that any restriction in this Section 2 is
excessive in duration or scope or is unreasonable or unenforceable under applicable
law, it is the intention of the parties that such restriction may be modified
or amended by the court to render it enforceable to the maximum extent
permitted by applicable law.


 


3.             TERMINATION OF PRIOR AGREEMENTS.  This Agreement constitutes the entire
agreement between the parties and, as of the Effective Date, terminates and
supersedes any and all prior agreements and understandings (whether written or
oral) between the parties with respect to the subject matter of this
Agreement.  Employee acknowledges and
agrees that neither the Company nor anyone acting on its behalf has made, and
is not making, and in executing this Agreement, Employee has not relied upon,
any representations, promises or inducements except to the extent the same is
expressly set forth in this Agreement.


 


4.             ASSIGNMENT; SUCCESSORS.  This Agreement is personal in its nature and
none of the parties hereto shall, without the consent of the others, assign or
transfer this Agreement or any rights or obligations hereunder; provided, that
the Company may assign this Agreement to, or allow any of its obligations to be
fulfilled by, or take actions through, any affiliate of the Company and, in the
event of the merger, consolidation, transfer, or sale of all or substantially
all of the assets of the Company (a “Transaction”) with or to any other
individual or entity, this Agreement shall, subject to the provisions hereof,
be binding upon and inure to the benefit of such successor and such successor
shall discharge and perform all the promises, covenants, duties, and
obligations of the Company hereunder, and in the event of any such assignment
or Transaction, all references herein to the “Company” shall refer to the
Company’s assignee or successor hereunder.


 


5.             WITHHOLDING.  The Company shall make such deductions and
withhold such amounts from each payment and benefit made or provided to Employee
hereunder, as may be required from time to time by applicable law, governmental
regulation or order.


 


6.             HEADING REFERENCES.  Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose. 
References to “this Agreement” or the use of the term “hereof” shall
refer to these Standard Terms and Conditions and the Employment Agreement
attached hereto, taken as a whole.


 


7.             REMEDIES FOR BREACH.  Employee expressly agrees and understands
that Employee will notify the Company in writing of any alleged breach of this
Agreement by the Company, and 


 


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the Company will have thirty (30) days from
receipt of Employee’s notice to cure any such breach.  Employment expressly agrees and understands
that in the event of any termination of Employee’s employment by the Company
during the Term, the Company’s contractual obligations to Employee shall be
fulfilled through compliance with its obligations under Section 1 of the
Standard Terms and Conditions.


 


                Employee
expressly agrees and understands that the remedy at law for any breach by Employee
of Section 2 of the Standard Terms and Conditions will be inadequate and
that damages flowing from such breach are not usually susceptible to being
measured in monetary terms.  Accordingly,
it is acknowledged that, upon Employee’s violation of any provision of such Section 2,
the Company shall be entitled to obtain from any court of competent
jurisdiction immediate injunctive relief and obtain a temporary order
restraining any threatened or further breach as well as an equitable accounting
of all profits or benefits arising out of such violation.  Nothing shall be deemed to limit the Company’s
remedies at law or in equity for any breach by Employee of any of the
provisions of this Agreement, including Section 2, which may be pursued by
or available to the Company.


 


8.             WAIVER; MODIFICATION.  Failure to insist upon strict compliance with
any of the terms, covenants, or conditions hereof shall not be deemed a waiver
of such term, covenant, or condition, nor shall any waiver or relinquishment
of, or failure to insist upon strict compliance with, any right or power
hereunder at any one or more times be deemed a waiver or relinquishment of such
right or power at any other time or times. 
This Agreement shall not be modified in any respect except by a writing
executed by each party hereto. 
Notwithstanding anything to the contrary herein, a change in Employee’s
title, duties and/or level of responsibilities, including by way of the
assignment of Employment (in consultation with Employee) to another position
with the Company or any of its affiliates that does not result in a material reduction in Employee’s title, duties
and/or level of responsibilities as of the date of this Agreement, excluding for this purpose any such reduction that is
an isolated and inadvertent action not taken in bad faith or that is authorized
pursuant to this Agreement shall not constitute a modification or a
breach of this Agreement.


 


9.             SEVERABILITY.  In the event that a court of competent
jurisdiction determines that any portion of this Agreement is in violation of
any law or public policy, only the portions of this Agreement that violate such
law or public policy shall be stricken. 
All portions of this Agreement that do not violate any statute or public
policy shall continue in full force and effect. 
Further, any court order striking any portion of this Agreement shall
modify the stricken terms as narrowly as possible to give as much effect as
possible to the intentions of the parties under this Agreement.


 


10.           INDEMNIFICATION.  The Company shall indemnify and hold Employee
harmless for acts and omissions in Employee’s capacity as an officer, director
or employee of the Company to the maximum extent permitted under applicable
law; provided, however, that neither the Company, nor any of its
subsidiaries or affiliates shall indemnify Employee for any losses incurred by Employee
as a result of acts described in Section 1(c) of this Agreement.


 


[The Signature Page Follows]


 


7

















 


ACKNOWLEDGED AND AGREED:


 


Date:                                               ,
2008


 


	
   

  	
  TICKETMASTER
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EDWARD J.
  WEISS