Exhibit 10.18


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (“Agreement”) is entered into by and between Brian Regan (“Employee”)
and Ticketmaster L.L.C., a Virginia limited liability company (the “Company”),
as of May 19, 2008 and shall be effective as of June 9, 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.  The Company agrees to employ Employee as EVP,
Chief Financial Officer 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 the President
and CEO, currently Sean Moriarty, or such other person as from time to time may
be designated by the Company (hereinafter referred to as the “Reporting Officer”)
and shall maintain current or a comparable title at the discretion of the
Company.  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 until 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.


 


3A.          COMPENSATION.


 


(a)           BASE SALARY.  During the Term, the Company shall pay
Employee an annual base salary of $375,000 (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)           SIGNING BONUS.  The Company shall pay Employee a signing
bonus in the amount of $175,000, payable the first pay-period following
Employee’s start date.  Such signing
bonus is subject to forfeiture in the event Employee resigns without Good
Reason or is terminated for cause prior to the first anniversary of Employee’s
start date.


 


(c)           DISCRETIONARY BONUS.  During the Term, Employee shall be eligible
to receive discretionary annual bonuses. 
Employee shall receive a minimum annual bonus in 2009 of $175,000,
provided Employee is employed at such time that bonuses for similarly situated
employees are paid.


 


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(d)           RESTRICTED STOCK
UNITS. Employee will receive under IAC’s Stock & Annual Incentive
Plan an award of restricted stock units (the “Restricted Stock Units”)
representing shares of common stock of IAC/InterActiveCorp in the amount of
20,000 units, subject to the approval of the Compensation/Benefits Committee of
the Board of Directors of IAC/InterActiveCorp. The award will be governed by a
Restricted Stock Unit agreement.


 


(e)           STOCK OPTIONS. Employee
will receive under IAC’s Stock & Annual Incentive Plan an award of
stock options (the “Stock Options”) representing shares of common stock of
IAC/InterActiveCorp in the amount of 150,000 options, subject to the approval
of the Compensation/Benefits Committee of the Board of Directors of
IAC/InterActiveCorp. The award will be governed by a Stock Options agreement.


 


(f)            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.


 


(iii)          Relocation Expenses.  Except as otherwise prohibited by applicable
law or regulations, the Company shall provide relocation assistance to Employee
per the IAC / Ticketmaster Relocation Policy.


 


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: General
  Counsel

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  InterActiveCorp.

  
	
   

  	
   

  	
  555 West 18th Street

  
	
   

  	
   

  	
  New York, New York
  10011

  
	
   

  	
   

  	
  Attention: General
  Counsel

  
	
   

  	
   

  	
   

  
	
  If to Employee:

  	
   

  	
  6910 Fairway Pl SE

  
	
   

  	
   

  	
  Snoqualmie, WA 98065

  



 


 


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


 


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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 May 21, 2008


 


 


TICKETMASTER
L.L.C.


8800 Sunset
Boulevard


West Hollywood,
CA  90069


 


 


	
  By:

  	
  /s/ Beverly Carmichael

  	
   

  	
  By: 

  	
  /s/ Brian Regan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Beverly Carmichael

  	
   

  	
  Name:

  	
  Brian Regan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  SVP, Human
  Resources & Chief People Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


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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) unsatisfactory
performance of Employee’s duties or responsibilities as determined by the
Company’s Board of Directors; provided that
the Company has given Employee written notice specifying the unsatisfactory
performance of his duties and responsibilities, which remains uncorrected by
the Employee after the lapse of 30 days following the receipt of the written
notice (vi) 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; (vii) any
act of misappropriation, embezzlement, intentional fraud or similar contact
involving the Company or any Company Affiliates; (viii) intentional
infliction of any damage of a material nature to any property of the Company or
any Company Affiliates; (ix) a violation of any Company policy pertaining
to ethics, wrongdoing or conflicts of interest; and (x) the repeated
non-prescription abuse of any controlled substance which, in any case described
in this clause, the Company’s Board of Directors reasonably determines renders
the Employee unfit to serve in his capacity as an officer or employee of the
Company or any Company Affiliates.  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).


 


(d)           TERMINATION BY THE
EMPLOYEE FOR GOOD REASON.  The
Employee may terminate this Agreement at any time prior to the expiration of
the Term for Good Reason, which 


 


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is defined as any
of the following: (i) failure of the Company to comply with a material
item in the agreement; (ii) a substantial or unusual increase in the
Employee’s duties and responsibilities without an offer of additional
reasonable compensation as determined by the Company; (iii) a substantial
or unusual decrease in the Employee’s duties, responsibilities and/or compensation.  Prior to the Employee’s termination of this
Agreement for Good Reason, the Employee must provide the Company with thirty
(30) days advance written notice in which the Company may attempt to resolve
the issue.


 


(e)           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.


 


(f)            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.


 


(g)           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.


 


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 


 


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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 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 period commencing immediately upon
the termination of Employee’s employment for any reason and ending on the later
of (i) the end of the Term and (ii) the second anniversary of the
date of termination of Employee’s employment (the “Non-Solicit Period”),
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 and that 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. 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.


 


(d)           NON-COMPETITION.  During Employee’s employment and during the
Non-Solicit Period, Employee 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, 


 


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Ireland, Scotland,
Europe, Australia and China.  Nothing
herein shall limit Employee’s ability to own interests in or manage entities
which sell tickets as an incidental part of their primary business (e.g. cable
networks, on-line computer services, sports 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” are defined as (A) the principal businesses of the Company as
of the date hereof, namely (i) the computerized sale and/or resale of
tickets for sporting, theatrical, live theatrical, live events, 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, (ii) the provision of fan club and marketing services to
artists, and (iii) the promotion of live events, and (B) the
principal businesses of the Company at the time that the Employee ceases to be
a Company employee.  The determination of
the principal businesses of the Company at the time the Employee ceases to be a
Company employee will be made with reference to the definition of the principal
businesses as of the date hereof in terms of the relative importance of the
businesses to the Company at that time compared to its other activities.


 


(e)           NON-SOLICITATION OF
CUSTOMERS.  During Employee’s
employment and during the Non-Solicit Period, 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.


 


(f)            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 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.


 


(g)           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.


 


(h)           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. 
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 


 


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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.


 


(i)            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 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 


 


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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.


 


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.


 


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ACKNOWLEDGED AND AGREED:


 


	
  Dated as of:

  	
  May 21, 2008

  	
   

  	
   

  



 


 


TICKETMASTER
L.L.C.


8800 Sunset
Boulevard


West Hollywood,
CA  90069


 


 


	
  By:

  	
  /s/ Beverly Carmichael

  	
   

  	
  /s/ Brian Regan

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Beverly Carmichael

  	
   

  	
  Brian Regan

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  SVP, Human
  Resources & Chief People Officer

  	
   

  	
   

  
					



 


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