Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (“Agreement”) is entered into by and between Chris Riley (“Employee”)
and Ticketmaster L.L.C., a Delaware (the “Company”), as of December 9,
2004 and shall be effective as of January 10, 2005 (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.  The Company agrees to employ Employee as Vice
President, Assistant General Counsel and Employee accepts and agrees to such
employment.  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.  Employee shall render
such other services for the Company and corporations controlled by, under
common control with or controlling, directly or indirectly, the Company, and to
successor entities and assignees of the Company (each, a “Company Affiliate”)
as the Company may from time to time reasonably request and as shall be
consistent with the duties Employee is to perform form the Company and with
Employee’s experience.  During Employee’s
employment with the Company, Employee shall report directly to such 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 and status.  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
OF AGREEMENT.  The term (“Term”) of
this Agreement shall commence on the Effective Date and shall continue for a
period of three (3) years unless sooner terminated in accordance with the
provisions of Section 1 of the Standard Terms and Conditions attached
hereto.  For the avoidance of doubt, the
parties’ post-termination obligations including but not limited to the
confidentiality, covenant not to compete, consulting, non-solicitation of
employees, and non-solicitation of clients provisions in the Agreement shall
survive the Term of Employee’s employment hereunder.


 


1.


 


3A.          COMPENSATION.


 


(a)           BASE
SALARY.  During the Term, the Company
shall pay Employee an annual 


 


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base salary of
$230,000 (the “Base Salary”), payable in equal biweekly installments or 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 Base Salary as in effect from time to time.


 


(b)           DISCRETIONARY
BONUS.  During the Term, 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 and incentive programs as may be adopted from time to time by
the Company.  Without limiting the
generality of the foregoing, Employee shall be entitled to the following
benefits:


 


(i)            Reimbursement
for Business Expenses.  During the
Term, the Company shall reimburse Employee for all reasonable and necessary
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 Term, Employee shall be entitled
to paid vacation in accordance with the plans, policies, programs and practices
of the Company applicable to similarly situated employees of the Company
generally.


 


4.             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 hand delivery
acknowledged in writing by the recipient personally, and shall be deemed to
have been duly given three days after mailing or immediately upon duly
acknowledged hand delivery to the respective persons named below:


 


	
  If to the Company:

  	
  Ticketmaster L.L.C.

  
	
   

  	
  8800 Sunset Boulevard

  
	
   

  	
  West Hollywood, CA
  90069

  
	
   

  	
  Attention: Senior
  Vice-President Human Resources

  
	
   

  	
  and

  
	
   

  	
  Attention: General
  Counsel

  



 


	
  With a copy to:

  	
  IAC/Interactivecorp

  
	
   

  	
  152 West 57th
  Street

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: General
  Counsel

  



 


	
  If to Employee:

  	
  Chris Riley

  
	
   

  	
  2811 W. Silver Lake
  Drive

  
	
   

  	
  Los Angeles, CA 90039

  



 


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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 shall be
governed by and construed under and in accordance with the internal laws of the
State of California  without
reference to the principles of conflicts of laws.  Any and all disputes between the parties
which may arise pursuant to this Agreement will be heard and determined before
an appropriate federal court in California , or, if not maintainable therein,
then in an appropriate California state court. 
The parties acknowledge that such courts have jurisdiction to interpret
and enforce the provisions of this Agreement, and the parties consent to, and
waive any and all objections that they may have as to, personal jurisdiction
and/or venue in such courts.


 


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.  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.


 


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
as of December 9, 2004.


 


	
   

  	
   

  	
  Ticketmaster

  
	
   

  	
   

  	
  8800 Sunset Blvd

  
	
   

  	
   

  	
  West Hollywood,
  CA 90069

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
      /s/
  Brad Serwin

  
	
   

  	
   

  	
  Brad Serwin

  
	
   

  	
   

  	
  EVP and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
      /s/
  Chris Riley

  
	
   

  	
   

  	
  Chris Riley

  



 


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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 30 days of Employee’s death in
a lump sum in cash, Employee’s Base Salary through the end of the month in
which death occurs and any Accrued Obligations (as defined in paragraph 1(f) 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 consecutive months and, within 30 days after written notice is
provided to Employee by the Company (in accordance with Section 4A above),
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 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 Accrued Obligations (as defined in paragraph 1(f) below).


 


(c)           TERMINATION
FOR CAUSE.  The Company may terminate
Employee’s employment under this Agreement for Cause at any time prior to the
expiration of the Term.   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; (v) a
material breach by the Employee of his duty not to engage in any transaction
that represents, directly or indirectly, self-dealing with the Company or any
Company Affiliates which has not been approved by a majority of the
disinterested directors of the Company’s Board of Directors, if such material
breach remains uncured after the lapse of 30 days following the date that the
Company has given the Employee written notice thereof; (vi) any act of
misappropriation, embezzlement, intentional fraud or similar contact involving
the Company or any Company Affiliates; 


 


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and (vii) intentional
infliction of any damage of a material nature to any property of the Company or
any Company Affiliates or (viii) a violation of any Company policy
pertaining to ethics, wrongdoing or conflicts of interest.  In the event of Employee’s termination for
Cause, this Agreement shall terminate without further obligation by the
Company, except for the payment of any Accrued Obligations (as defined in
paragraph 1(f) below).


 


1.     TERMINATION
BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE.  If Employee’s employment is terminated by the
Company for any reason other than Employee’s death or Disability or for Cause,
then (i) the Company shall pay Employee the Base Salary through the end of
the Term over the course of the then remaining Term; and (ii) the Company
shall pay Employee within 30 days of the date of such termination in a lump sum
in cash any Accrued Obligations (as defined in paragraph 1(f) 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.


 


(d)


 


(e)           MITIGATION;
OFFSET.  In the event of termination
of Employee’s employment prior to the end of the Term, Employee shall use
reasonable best efforts to seek other employment and to take other reasonable
actions to mitigate the amounts payable under Section 1 hereof.  If Employee obtains other employment during
the Term, the amount of any payment or benefit provided for under Section 1
hereof which has been paid to Employee shall be refunded to the Company by
Employee in an amount equal to any compensation earned by Employee as a result
of employment with or services provided to another employer after the date of
Employee’s termination of employment and prior to the otherwise applicable
expiration of the Term, and all future amounts payable by the Company to
Employee during the remainder of the Term shall be offset by the amount earned
by Employee from another employer.  Any
non-cash compensation (including unvested equity) received from a subsequent employer
will not be considered as compensation to be offset against amounts paid or to
be paid to Employee in the event of termination without cause.  For purposes of this Section 1(e),
Employee shall have an obligation to inform the Company regarding Employee’s
employment status following termination and during the period encompassing the
Term.


 


(f)            ACCRUED
OBLIGATIONS.  As used in this
Agreement, “Accrued Obligations” shall mean the sum of (i) any portion of
Employee’s Base Salary through the date of death or termination of employment
for any reason, as the case may be, which has not yet been paid; and (ii) any
compensation previously earned but deferred by Employee (together with any
interest or earnings thereon) that has not yet been paid.


 


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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.  Employee shall not, except as may be required
to perform Employee’s duties hereunder or as required by applicable law,
without limitation in time or until such information shall have become public
other than by Employee’s unauthorized disclosure, disclose to others or use,
whether directly or indirectly, any Confidential Information regarding the
Company or any of its subsidiaries or affiliates.  “Confidential Information” shall mean
information about the Company or any of its subsidiaries or affiliates, and
their clients and customers that is not disclosed by the Company or any of its
subsidiaries or affiliates for financial reporting purposes and that was
learned 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 may be reasonably required without jeopardizing Employee’s then full-time,
non-Ticketmaster Business 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.


 


(c)           NON-SOLICITATION
OF EMPLOYEES.  Employee recognizes
that he will possess confidential information about other employees of the
Company and its 


 


6

















 


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 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 and during the two-year period commencing
immediately upon the termination of Employee’s employment for any reason (other
than termination resulting from Employee’s death), Employee will not, directly
or indirectly, solicit or recruit any employee of the Company or any of its
subsidiaries or affiliates 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 an agent, representative or employee.  The mere fact that Employee is an employee of
a company, business, partnership, firm, corporation or other entity soliciting
employees of the Company, without the Employee’s involvement in the
solicitation, will not cause Employee to violate this provision.  Employee will not convey any such
confidential information or trade secrets about other 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 CUSTOMERS.  During Employee’s
employment and during the two-year period commencing immediately upon the
termination of Employee’s employment for any reason (other than termination
resulting from Employee’s death), Employee shall not solicit any Customers 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.  “Customer” shall mean any
person who engages the Company or any of its subsidiaries or affiliates to
sell, on its behalf as agent, tickets to the public.


 


(e)           PROPRIETARY
RIGHTS; ASSIGNMENT.  All Employee
Developments shall be made for hire by the Employee for the Company or any of
its subsidiaries or affiliates.  “Employee
Developments” means any idea, discovery, invention, design, method, technique,
improvement, enhancement, development, computer program, machine, algorithm or
other work or authorship that (i) relates to the business or operations of
the Company or any of its subsidiaries or affiliates, or (ii) results from
or is suggested by any undertaking assigned to the Employee or work performed
by the 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.  All Confidential Information and
all Employee Developments shall remain the sole property of the Company or any
of its subsidiaries or affiliates.  The
Employee shall acquire no proprietary interest in any Confidential Information
or Employee Developments developed or acquired during the Term.  To the extent the Employee may, by operation
of law or otherwise, acquire any right, title or interest in or to any
Confidential Information or Employee Development, the 


 


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Employee hereby
assigns to the Company all such proprietary rights.  The Employee shall, both during and after the
Term, upon the Company’s request, promptly execute and deliver to the Company
all such assignments, 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.


 


(f)            COMPLIANCE
WITH POLICIES AND PROCEDURES.  During
the Term, 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)           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 the Company will have 30
days from receipt of Employee’s notice to cure any such breach.  Similarly, in the event that any alleged
breach of this Agreement by Employee is curable, the Company expressly agrees
and understands that the Company shall notify Employee in writing of such
alleged breach of this Agreement by Employee, and Employee will have 30 days
from receipt of the Company’s notice to cure any such breach.


 


Employee expressly agrees
and understands that the remedy at law for any breach by Employee of this Section 2
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 this 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
in this Section 2 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 Section 2,
which may be pursued by or available to the Company.


 


(h)           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 in any state that any
restriction in this Section 2 is excessive in duration or scope or is
unreasonable or unenforceable under the laws of that state, 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 the law of that state.


 


3.             TERMINATION
OF PRIOR AGREEMENTS.  This Agreement
constitutes the entire agreement between the parties and terminates and
supersedes any and all prior agreements and understandings (whether written or
oral) between the parties with respect to the subject matter of 


 


8

















 


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, the Employee has not relied upon, any
representations, promises or inducements except to the extent the same is
expressly set forth in this Agreement. 
Employee hereby represents and warrants that by entering into this
Agreement, Employee will not rescind or otherwise breach an employment
agreement with Employee’s current employer prior to the natural expiration date
of such 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, in the event of the merger,
consolidation, transfer, or sale of all or substantially all of the assets of
the Company 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 all references
herein to the “Company” shall refer to such successor.


 


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.             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, neither the assignment of Employee to a different Reporting Officer due
to a reorganization or an internal restructuring of the Company or its
affiliated companies nor a change in the title of the Reporting Officer shall
constitute a modification or a breach of this Agreement.


 


8.             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.


 


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9.             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.


 


ACKNOWLEDGED AND AGREED:


 


Dated as of: December 9,
2004


 


	
   

  	
   

  	
  Ticketmaster

  
	
   

  	
   

  	
  8800 Sunset Blvd

  
	
   

  	
   

  	
  West Hollywood,
  CA 90069

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
      /s/ Brad Serwin

  
	
   

  	
   

  	
  Brad Serwin

  
	
   

  	
   

  	
  EVP and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
      /s/
  Chris Riley

  
	
   

  	
   

  	
  Chris Riley

  



 


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