Prepared by MERRILL CORPORATION




EXHIBIT 10.6  



AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), dated as of January 31, 2001, between Ticketmaster (the "Company"), and Terry Barnes ("Executive"). 




    WHEREAS
the Company and USA Networks, Inc., a Delaware corporation, have entered into a Contribution Agreement dated as of November 20, 2000 (the "Contribution Agreement"), pursuant
to which, inter alia, Ticketmaster Corporation, an Illinois corporation and affiliate of the Company, will become a wholly owned subsidiary of the
Company; 


    WHEREAS
Ticketmaster Corporation and Executive are parties to an amended and restated employment agreement, dated January 31, 2000 (the "Prior Agreement"), 


    WHEREAS
the parties now wish to amend and restate the Prior Agreement in its entirety as set forth in this Agreement. 


    NOW,
THEREFORE, in consideration of the foregoing premises, the parties hereto agree as follows: 



    1.  Definitions.  The following terms shall have the indicated meanings when used in this Agreement,
unless the context requires otherwise: 



    (a) "Base
Salary" shall mean the annual rate of $600,000. 


    (b) "Benefit
Plan" shall mean each vacation pay, sick pay, retirement, welfare, medical, dental, disability, life insurance, deferred compensation, incentive
compensation, stock option or other employee benefit plan, program or arrangement, if any, 



    (c) "Board
of Directors" shall mean the Board of Directors of the Company. 


    (d) "Cause"
shall have the meaning ascribed to that term in Section 7. 


    (e) "Consulting
Period" shall have the meaning ascribed to that term in Section 9(a). 


    (f)  "Customer"
shall have the meaning ascribed to that term in Section 9(d). 


    (g) "Disability"
shall have the meaning ascribed to the term in Section 6(a). 



    (h) "Disability
Period" shall have the meaning ascribed to that term in Section 6(a). 


    (i)  "Effective
Date" means the Closing Date as defined in the Contribution Agreement. 


    (j)  "Proprietary
Information" shall have the meaning ascribed to that term in Section 10. 


    (k) "Ticketmaster
Businesses" shall have the meaning ascribed to that term in Section 9(b). 




    2.  Employment.  The Company hereby agrees to employ Executive, and Executive hereby agrees to be
employed by the Company, on the terms and subject to the conditions set forth herein. 


    3.  Term of Employment.  The term of employment (the "Term") covered hereunder shall commence on the
Effective Date and end on January 31, 2004, unless earlier terminated as herein provided. 


    4.  Position and Duties.  Executive shall serve as Co-Chairman of the Company. Subject to the authority
of the Board of Directors, Executive shall have all of the powers and duties incident to the office of Co-Chairman and such other powers and duties as may from time to time be prescribed by the Board
of Directors. Executive agrees to serve without further compensation, if elected or appointed thereto, as an officer or a director of any of the Company's domestic or foreign subsidiaries or
affiliates (as such term is defined in Rule 405 of Regulation C promulgated under the Securities Act of 1933, as amended).
During Executive's employment by the Company, he will be entitled to indemnification as an officer of the Company (and, if so elected, an an officer or director of any of the Company's domestic and
foreign subsidiaries or affiliates) in the manner provided by the Illinois Business 





 


Corporation Act of 1983, as amended, and the Company's Articles of Incorporation and By-Laws, as amended. 


    5.  Exclusive Duties.  During Executive's employment by the Company, Executive shall devote his entire
working time, attention and energies to the business of the Company and its subsidiaries and affiliates and will not take any actions of the kind described in Section 9(b), 9(c) and 9(d). 


    6.  Compensation and Other Benefits.  



    (a)  Base Salary.  Except as otherwise provided in Section 7(c), during the Term, the Company
shall pay to Executive the Base Salary. Except as otherwise provided in Section 7(c), the Base Salary shall be paid to Executive in accordance with the Company's regular payroll practices with
respect to senior management compensation, subject to Section 7(b). 


    (b)  Annual Bonuses.  During the Term, Executive shall be eligible to receive annual bonus compensation
at the sole discretion of the Board of Directors. 


    (c)  Expenses.  Executive shall be entitled to receive prompt reimbursement from the Company for all
documented business expenses incurred by him in the performance of his duties hereunder, provided that Executive properly accounts therefor in accordance with the Company's reimbursement policy,
including, without limitation, the submission of supporting evidence as reasonably requested by the Company. 


    (d)  Stock Options.  In consideration of Executive's entering into this Agreement and as an inducement to
continue employment with the Company, in addition to any stock options granted to Executive prior to the date hereof, Executive shall be granted under the Company's 1999 Stock Plan (the "Plan") a non-
qualified stock option (the "Option") to purchase 250,000 shares of Ticketmaster Online-Citysearch, Inc. Class B common stock (the "Common Stock"), as authorized by, and pursuant to the terms
determined by, the Compensation Committee of the Board of Directors in accordance with the terms and conditions of the Plan. 


    (e)  Restricted Stock.  As of December 20, 1999, Executive was granted 25,000 shares of Restricted
Stock of USA Networks, Inc. (the "Restricted Stock"). The Restricted Stock shall vest and no longer be subject to any restrictions in three equal installments on each of the following dates:
(i) January 31, 2002, (ii) October 31, 2002 and (iii) June 30, 2003 (the "Restriction Period"). In the event that the employment of Executive with the Company
is terminated during the Restriction Period due to death, Disability, or by the Company without Cause, all unvested shares of Restricted Stock shall immediately vest and no longer be subject to
restriction. Except as provided in the preceding sentence, in the event that the employment of the Executive with the Company shall terminate during the Restriction Period, all shares shall be
forfeited by the Executive effective immediately upon such termination. 


    (f)  Fringe Benefits.  During the Term, Executive shall be entitled to participate in and receive
benefits under all of the Company's Benefit Plans generally available to senior management of the Company. To the extent not covered by the Company's Benefit Plans, Executive shall be entitled to
reimbursement from the Company for all reasonable medical and health expenses incurred by Executive for his benefit or for the benefit of his dependents. 


    (g)  Insurance.  The Company agrees to maintain in effect during the term hereof insurance on Executive's
life payable to his estate or his named beneficiary or beneficiaries in the amount of $1,500,000; provided, however, that Executive shall reimburse the Company for any and all premiums paid by the
Company with respect to such insurance in excess of the preferred or select premium rate for non-smokers. In addition, so long as Executive is insurable at standard insurable rate (which rates shall
in no event increase during any year by a percentage greater than the percentage increase in the consumer price index for all urban workers (1967=100) over the 



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indexed figure for the immediately preceding year, in cash case measured as of the month of February), the Company agrees to also maintain in effect during the term hereof a disability insurance
policy with coverage substantially equivalent to the coverage under the disability insurance policy now in effect with respect to Executive. 



    (h)  Vacations.  During the term hereof, Executive shall be entitled to sick leave and paid holidays
consistent with the Company's sick leave and holiday policy for senior management and up to three weeks paid vacation per year (or such other vacation time as is consistent with the Company's policy
for senior management). 




    7.  Termination.  (a)  The Company or Executive may terminate the employment of Executive
hereunder in the event that Executive shall become disabled as a result of bodily injury or physical or mental illness (whether or not occupational) to such extent that in the sole opinion of the
Board of Directors, based upon competent medical advice, he can no longer perform the duties of Co-Chairman of the Company and such condition continues for a period of no less than 120 days
during any consecutive twelve-month period (a "Disability"). 



    (b) The
Company may also terminate the employment of Executive hereunder upon Executive's death or for Cause. For purposes hereof, "Cause" shall mean (i) fraud,
theft, misappropriation of funds or conviction of a felony, (ii) Executive's engagement in illegal conduct tending to place Executive or the Company or its subsidiaries or affiliates in
disrepute, (iii) dereliction or gross misconduct in Executive's performance of his duties as an employee of the Company or the failure of Executive to perform his duties in a manner consistent
with the instructions of the Board of Directors or (iv) violation by Executive of any of his material covenants contained in this Agreement, including, without limitation, Section 8, 9
and 10. Notwithstanding the foregoing, before the Company may terminate the employment of Executive for Cause, the Company shall deliver to Executive not less than ten business days prior written
notice of the Company's intention to terminate Executive's employment together with a statement of the basis for such termination, and Executive shall be afforded (i) an opportunity to respond
to the Company during such ten-business day period and (ii) in the event that the basis for such termination is clause (iii) or (iv) above, an opportunity to remedy the situation resulting in
the Company's determination to terminate for Cause so long as such situation is non-repetitive in nature. 


    (c) Commencing
after January 1, 2002, Executive may terminate this Agreement for any reason or no reason upon six months' prior written notice to the Company. If
Executive gives such notice of termination to the Company, the payment of Executive's Base Salary for the immediately succeeding six-month period shall be restructured so that (i) during such
immediately succeeding six-month period, the aggregate amount payable shall be $150,000, and (ii) the remaining $150,000 of Executive's Base Salary for such period shall be payable to Executive in
equal monthly installments over the twenty-four-month period immediately following termination of this Agreement, so long as Executive shall have continued to perform his covenants, duties and
obligations under Sections 9(b), 9(c), and 9(d). Such monthly payments shall be in addition to and not in lieu of the payment due to Executive during the Consulting Period pursuant to
Section 9(a). 


    (d) Except
as otherwise provided in Section 7(b), upon the termination of Executive's employment for any reason, Executive shall be entitled to receive Base
Salary through the date of such termination plus all accrued but unreimbursed expenses. In addition, upon the termination of Executive's employment for any reason (other than for or by virtue of
Cause, death, Disability or Executive's voluntary termination of employment, including, without limitation, pursuant to Section 7(c)), the Company shall continue to be responsible for the
payment of all Base Salary for the remainder of the term hereof; provided, however, that Executive shall have a duty to mitigate commencing of the first anniversary of the date of termination; and,
further provided that 



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Executive shall perform his covenants, duties and obligations under Sections 9(b), 9(c) and 9(d) during the remainder of the term hereof. 




    8.  Developmental Rights.  Executive agrees that any developments by way of invention, design, copyright,
trademark or other matters which may be developed or perfected by him during the Term, and which relate to the business of the Company or its subsidiaries or affiliates, shall be the property of the
Company without any interest therein by Executive, and Executive will, at the request and expense of the Company, apply for and prosecute letters patent thereon in the United States or in foreign
countries if the Company so requests, and will assign and transfer the same to the Company together with any letters patent, copyrights, trademarks and applications therefor; provided, however, that
the foregoing shall not apply to an invention that Executive develops entirely on his own time without using the Company's, or any of its subsidiaries or affiliates', equipment, supplies, facilities
or trade secret information except for those inventions that either: 



    (a) relate
at the time of conception or reduction to practice of the invention to the Company's business or the business of any of its subsidiaries or affiliates, or
actual or demonstrably anticipated research or development of the Company or its subsidiaries or affiliates; or 


    (b) result
from any work performed by Executive for the Company or any of its subsidiaries or affiliates. 




    9.  Consulting.  



    (a)  Consulting Services.  During the two-year period commencing immediately upon the the termination of
Executive's employment for any reason (other than Executive's death) (the "Consulting Period"), Executive 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. In addition, during the Consulting Period, Executive will aid, assist and consult with the Company and its
subsidiaries and affiliates with respect to their dealings with clients and the enhancement of their recognition and reputation. During the Consulting Period, Executive shall devote such time and
energies to the affairs of the Company and its subsidiaries and affiliates as may be reasonably required to carry out his duties hereunder without jeopardizing Executive's then full-time,
non-Ticketmaster Business employment opportunities; provided, however, that Executive shall not be obligated to devote more than 50 hours per year to the performance of such duties. In consideration
of Executive's consulting services, and in consideration of Executive's covenants contained in this Section 9, the Company shall pay to Executive $30,000 during each full year of the Consulting
Period, payable in equal monthly installments. The Company further agrees to reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of his
consulting services in accordance with the Company's reimbursement policy, including, without limitation, the submission of supporting evidence as reasonably required by the Company. 



    (b)  Covenant Not to Compete.  During the Consulting Period, Executive shall not, without the prior
written consent of the Company, directly or indirectly engage in or assist any activity which is the same as, similar to or competitive with the Ticketmaster Businesses (other than on behalf of the
Company or any of its subsidiaries or affiliates) including, without limitation, whether such engagement or assistance is an officer, director, proprietor, employee, partner, investor (other than as a
holder of less than 5% of the outstanding capital stock of a publicly traded corporation), guarantor, consultant, advisor, agent, sales representative or other participant, anywhere in the world that
the Company or any of its subsidiaries or affiliates has been engaged, including, without limitation, the United States, Canada, Mexico, England, Ireland, Scotland, Europe and Australia. Nothing
herein shall limit Executive's ability
to own interests in or manage entities which sell tickets as an incidental part of their primary businesses (e.g. cable networks, on-line computer 



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services, sport teams, arenas, hotels, cruise lines, theatrical and movie productions and the like) and which do not hold themselves out generally as competitors of the Company or any of its
subsidiaries or affiliates. The "Ticketmaster Businesses" shall mean the computerized sale of tickets for sporting, theatrical, cinematic, live theatrical, musical or any other events on behalf of
various venues and promoters through distribution channels currently being utilized by the Company or any of its subsidiaries or affiliates. 


    (c)  Solicitation of Employees.  During the Consulting Period, Executive shall not (i) directly or
indirectly induce or attempt to induce (regardless of who initiates the contact) any person then employed (whether part-time or full-time) by the Company or any of its subsidiaries or affiliates,
whether as an officer, employee, consultant, adviser or independent contractor, to leave the employ of the Company or to cease providing or otherwise alter the services then provided to the Company or
to any of its subsidiaries or affiliates or (ii) in any other manner engage or employ or seek to engage or employ any such person (whether or not for compensation) as an officer, employee,
consultant, adviser or independent contractor in connection with the operation of any business which is the same as or similar to any of the Ticketmaster Businesses. 


    (d)  Non-Solicitation of Customers.  During the Consulting Period, Executive 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. 




    10.  Confidentiality.  Executive shall not at any time during the term or for a period of sixty months
after termination of employment disclose disclose (except as may be required by law) or use, except in the pursuit of the business of the Company or any of its subsidiaries or affiliates, any
Proprietary Information. "Proprietary Information" means all information known or intended to be known only to employees of the Company or any of its subsidiaries or affiliates in a confidential
relationship with the Company or any of its subsidiaries or affiliates relating to technical matters pertaining to the business of the Company or any of its subsidiaries or affiliates, their clients
and their customers, that was learned by Executive in the course of employment by the Company, including (without limitation) any proprietary knowledge, trade secrets, data, formula, information and
client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Proprietary Information, but shall not include any information within the
public domain. Executive agrees not to remove any documents, records or other information from the premises of the Company or any of its subsidiaries or affiliates containing any such Proprietary
Information, except in the pursuit of the business of the Company or any of its subsidiaries or affiliates, and acknowledges that such documents, records and other information are the exclusive
property of the Company or its subsidiaries or affiliates. Upon termination of Executive's employment, Executive shall immediately return all Proprietary Information of the Company and all copies
thereof to the Company. 


    11.  General Provisions.  



    (a)  Expenses.  All costs and expenses incurred by either of the parties in connection with this
Agreement and any transactions contemplated hereby shall be paid by that party. 


    (b)  Notices.  All notices, demands and other communications hereunder shall be in writing and shall be
given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by cable, by telecopy, by telegram, by telex or by registered or
certified mail to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11(b)): 



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If
to the Company: 


Ticketmaster

3701 Wilshire Blvd., 9th Floor

Los Angeles, CA 90010

Attention: General Counsel

Telecopy No.: 213-382-2416 




(ii) If
to Executive: 



Terry
Barnes

717 N. Camden Dr.

Beverly Hills, CA 90210

Telecopy No.: (310) 276-1115 





    (c)  Headings.  The descriptive headings contained in the Agreement are for convenience of reference only
and shall not affect in any way the meaning or interpretation of this Agreement. 


    (d)  Successors; Binding Agreement.  This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, devisees, legatees, executors, administrators, successors and
personal or legal representatives. If Executive is domiciled in a community property state or a state that has adopted the Uniform Marital Property Act or equivalent or if Executive is domiciled in a
state that grants to his spouse any other marital rights in Executive's assets (including, without limitation, dower rights or a right to elect against Executive's will or to claim a forced share of
Executive's estate), this Agreement shall also inure to the benefit of, and shall also be binding upon, his spouse. If Executive should die, all amounts owed to him hereunder shall be paid in
accordance with the terms of this Agreement to Executive's designee or, if there no such designee, to Executive's heirs, devisees, legatees or executors or administrators of Executive's estate, as
appropriate. 


    (e)  Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable
under existing or future laws effective during the term of this Agreement, such provisions shall be fully severable, the Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this
Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. 


    (f)  Entire Agreement.  This Agreement constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both written and oral, between the Company and Executive with respect to the subject matter
hereof and thereof, including, without limitation, the Prior Agreement; provided, however, that in the event that the Contribution Transaction is terminated, this Agreement shall be void  ab initio and
of no application or effect. 


    (g)  Assignment.  This Agreement and the rights and duties hereunder are not assignable by Executive.
This Agreement and the rights and duties hereunder may not be assigned by the Company without the express written consent of Executive (which consent may be granted or withheld in the sole discretion
of Executive), except that such consent shall not be required in order for the Company to assign this Agreement or the rights or duties hereunder to an affiliate of the Company or to a third party in
connection with the merger or consolidation of the Company with, or the sale of all or substantially all of the assets or business of the Company to, that third party. 



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    (h)  Amendment; Waiver.  This Agreement may not be amended or modified except by an instrument in writing
signed by, or on behalf of, the Company and Executive. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party or
(b) waive compliance with any of the agreements or conditions of the other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing
signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent breach or a subsequent waiver of the same term
or condition, or a
waiver of any other term on condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any such rights. 


    (i)  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Illinois, applicable to contracts executed in and to be performed entirely within that state. 


    (j)  Jurisdiction and Venue.  The parties hereto agree that all actions or proceedings initiated by
either party hereto and arising directly or indirectly out of this Agreement which are brought pursuant to judicial proceedings shall be litigated in a Federal or state court located in the State of
California. The parties hereto expressly submit and consent in advance to such jurisdiction and agree that service of summons and complaint or other process or papers may be made by registered or
certified mail addressed to the relevant party at the address to which notices are to be sent pursuant to Section 11(b) of this Agreement. The parties hereto waive any claim that a Federal or
state court located in the State of California is an inconvenient forum or an improper forum based on lack of venue. 


    (k)  Equitable Relief.  Executive acknowledges that the covenants contained in Sections 9 and 10
are reasonable and necessary to protect the legitimate interests of the Company, that in the absence of such covenants the Company would not have entered into this Agreement, that any breach or
threatened breach of such covenants will result in irreparable injury to the Company and that the remedy at law for such breach or threatened breach would be inadequate. Accordingly, the Executive
agrees that the Company, in addition to any other rights or remedies which it may have, shall be entitled to seek such equitable and injunctive relief as may be available from any court of competent
jurisdiction to restrain Executive from any breach or threatened breach of such covenants. 


    (l)  Attorneys' Fees.  If any legal action or other proceeding is brought for the enforcement of this
Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be
entitled. 


    (m)  Counterparts.  This Agreement may be executed in one or more counterparts and by the parties hereto
in separate counterparts, each of which when executed shall be deemed to be an original while all of which taken together shall constitute one and the same instrument. 



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    IN
WITNESS WHEREOF, the Company and Executive have executed this Agreement as of the date and year first written above. 



	

 	
 	
TICKETMASTER
	

 	
 	
By:	

/s/ [ILLEGIBLE]   
 Title:  Executive Vice President &

           General Counsel
	

 	
 	

/s/ TERRY BARNES   
 TERRY BARNES




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