Exhibit 10.7


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between
Eric Korman (“Employee”) and Ticketmaster L.L.C., a Virginia limited liability
company (the “Company”), as of April 11th, 2006 and shall be effective as of April 10,
2006 (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 Executive Vice President 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 (other than Expedia, Inc. and its
subsidiaries), 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 for the Company and
with Employee’s position, status and experience. During Employee’s employment
with the Company, Employee shall report directly to the President and Chief
Operating Officer (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 written policies as in
effect from time to time, which are generally applicable to all senior
executives of the Company.   Employee’s principal
place of employment shall be the Company’s offices in West Hollywood,
California.


 


2A.                             TERM OF
AGREEMENT. The term of this Agreement shall commence on the
Effective Date and shall continue for a period of three (3) years (the “Term”),
unless sooner terminated in accordance with the provisions of Section 1 of
the Standard Terms and Conditions attached hereto (the “Standard Terms and
Conditions”). For the avoidance of doubt, the parties’ post-termination
obligations including but not limited to the confidentiality, 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 $350,000 (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. Employee’s salary shall be reviewed each February for an
increase (but not a decrease) during the Term in relation to Employee’s
responsibilities; provided, however, that the Company shall not
be required to increase Employee’s Base Salary.


 


(b)             SIGNING BONUS. Upon execution of this
Agreement and within 10 days after the Effective Date, Company shall pay
Employee a one-time signing bonus in the amount of $150,000. In the event
Employee resigns without Good Reason or is terminated for Cause during the
first year of the Term, Employee shall refund to the Company a prorated portion
of the signing bonus, in the amount of $12,500.00 multiplied by the number of
whole calendar months from the date of such resignation or termination through
the end of the first year of the Term.


 


(c)              RESTRICTED STOCK. In
consideration of Employee’s entering into this Agreement and as an inducement
to  join the Company, Employee will
receive under IAC’s Stock & Annual Incentive Plan (the “IAC Incentive
Plan”) an award of restricted stock units (the “Restricted Stock Units”)
representing shares of common stock of IAC/InterActiveCorp valued at $250,000
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. The value of Employee’s award will be converted into the
number of units Employee will receive based on the average of the closing
prices of IAC stock for the 30 trading days ending on the trading day prior to
the Effective Date, and will be rounded down to the nearest whole unit. This
Restricted Stock Unit grant shall be in addition to, and not in lieu of, the
annual grant which the Executive is eligible to receive under the IAC Incentive
Plan, which annual grant is to be determined by the Committee (as defined in
the IAC Incentive Plan) of the Board of Directors of IAC as provided under the
terms of the Plan.


 


(d)                  DISCRETIONARY BONUS. During the
Term, Employee shall be eligible to receive discretionary annual bonuses.


 


(e)                   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 for its


 


2

















 


senior executives. 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.


 


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.

  
	
   

  	
   

  	
  152
  West 57th Street 

  New York, NY 10019 

  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
  If
  to Employee:

  	
   

  	
  Eric
  Korman

  
	
   

  	
   

  	
  911
  Park Avenue

  
	
   

  	
   

  	
  New
  York, New York 10021

  



 


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


 


3

















 


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.


 


7A.                             RELOCATION.


 


(i)                                     Except as
otherwise prohibited by applicable laws or regulations, the Company shall
reimburse Employee for his actual, reasonable and documented expenses relating
to relocating from New York to California, as provided by Company policy as
such policy may be amended from time to time, up to a total relocation
allowance consistent with the Executive Level of IAC corporate policy. Employee
must complete his relocation on or before April 10, 2007 in order to
receive the relocation allowance.


 


(ii)                                  Should Employee’s
employment terminate for any reason other than Cause, as defined in the
Standard Terms and Conditions, at any time during the first year of the Term,
the Company shall relocate Employee to New York, New York on the same terms as
set forth in paragraph 7(A)(i) hereinabove.


 


8A.                             SECTION 409A.  The benefits provided under this Agreement
shall comply with Section 409A of the Code and the regulations thereunder.
To the extent so required in order to comply with Section 409A of the
Code, (i) amounts and benefits to be paid or provided under this Agreement
shall be paid or provided to Employee in a single lump sum on the first
business day after the date that is six months following the date of termination
of Employee’s employment or shall begin six months and one day following the
date of termination, and (ii) the Company and Employee agree to amend or
modify this Agreement and any agreements relating hereto as may be necessary to
comply with Section 409A of the Code.


 


4

















 


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 April 11th, 2006.


 


 


	
   

  	
  TICKETMASTER
  L.L.C. 

  8800 Sunset Boulevard 

  West Hollywood, CA 90069

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Edward J. Weiss

  
	
   

  	
  Name:
  Edward J. Weiss

  
	
   

  	
  Title:

  	
  EVP,
  GC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eric Korman

  
	
   

  	
  EMPLOYEE

  
				



 


5

















 


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(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 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(g) below).


 


(c)                                  TERMINATION FOR CAUSE;
RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON. The Company may terminate
Employee’s employment under this Agreement for Cause at any time prior to the
expiration of the Term. The Employee may resign from his employment with the
Company without Good Reason upon 30 days’ written notice to the Company. In the
event of Employee’s termination for Cause or upon Employee’s resignation
without Good Reason, this Agreement shall terminate without further obligation
by the Company, 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


 


6

















 


the covenants made by Employee in Section 2 hereof; (iv) the
willful or gross neglect by Employee of the material duties and
responsibilities 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 Affiliate 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 Employee written notice
thereof; (vi) any act of misappropriation, embezzlement, intentional fraud
or similar misconduct involving the Company or any Company Affiliate; (vii) a
material violation of any written Company policy pertaining to ethics,
wrongdoing or conflicts of interest; and (viii) 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 Affiliate; provided that
before a cessation of Employee’s employment shall be deemed to be a termination
of Employee’s employment for Cause, (A) the Company shall provide written
notice to Employee that identifies the conduct described in clauses (ii), (iii) or
(iv) above, as applicable, and (B) in the event that the event or
condition is curable, Employee shall have failed to remedy such event or
condition within 30 days after Employee shall have received from the Company
the written notice described in clause (A) above.


 


As used herein, “Good Reason”
shall mean the occurrence of any of the following without Employee’s written
consent, (i) a material adverse change in Employee’s title, duties,
operational authorities or reporting responsibilities from those in effect
immediately following the Effective Date, excluding for this purpose any such
change that is an isolated and inadvertent action not taken in bad faith and
that is remedied by the Company promptly after receipt of notice thereof given
by the Employee or that is authorized pursuant to this Agreement; (ii) any
reduction in Base Salary or any of the benefits described in Section 3A of
this Agreement as described above; (iii) failure by the Company to pay
Employee his Signing Bonus or grant the Employee the Restricted Stock Units as
contemplated by Sections 3A(b) and 3A(c) of this Agreement,
respectively, on the terms and conditions provided in such sections; or (iv) a
relocation of Employee’s principal place of business more than 50 miles from
the Los Angeles, California metropolitan area.


 


(d)                                 TERMINATION BY
THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE
FOR GOOD REASON. Upon termination of Employee’s employment prior to
expiration of the Term (A) by the Company for any reason other than
Employee’s death or Disability or for Cause or (B) upon Employee’s
resignation for Good Reason, the Company shall pay Employee, (i) in
accordance with its normal payroll practices, the Employee’s Base Salary
through the end of the Term and (ii) within 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


 


7

















 


described in this Section 1(d) shall be subject to Employee’s
execution and non-revocation of a general release of the Company and the
Company Affiliates in a form substantially similar: to that used for similarly
situated executives of the Company and the Company Affiliates and attached
hereto as Exhibit A.


 


(e)                                  NOTICE OF TERMINATION. Any
termination of Employee’s employment, whether by the Company or by the
Employee, shall require a notice of termination to be issued by the Company or
the Employee to the other party. The notice of termination shall specify the
effective date of the termination and shall set forth in reasonable detail the
basis for such termination by the Company or the Employee.


 


(f)                                    MITIGATION; OFFSET. In the event
of termination of Employee’s employment prior to the end of the Term, in no
event shall Employee be obligated to seek other employment or take any other
action by way of mitigation of severance benefits or other compensation or
benefits. If Employee obtains other employment during the Term, the amount of
any severance payments to be made to Employee under Section 1(d) hereof
after the date such employment is secured shall be offset by the amount of
compensation earned by Executive from such employment through the end of the
Term. For purposes of this Section 1(f), Employee shall have an obligation
to inform the Company promptly 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; (ii) any
compensation previously earned but deferred by Employee (together with any
interest or earnings thereon) that has not yet been paid; and (iii) any
unused vacation time accrued through the date of the Employee’s termination of
employment for any reason.


 


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 (i) as may be required
to perform Employee’s duties hereunder, (ii) required by applicable law, (iii) as
may be required by a court of competent jurisdiction, or any governmental
agency having supervisory authority over the business of the Company or any
administrative body or legislative body (including a committee thereof) with
jurisdiction to order Employee to divulge, disclose or make accessible such
information or (iv) with the Company’s consent, 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


 


8

















 


Company Affiliates. “Confidential Information” shall mean information
about the Company or any Company Affiliates, and their clients and customers
that is not disclosed by the Company or any Company Affiliates for financial
reporting purposes and that was learned by Employee in the course of employment
by the Company or any Company 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 the Company Affiliates, and that
such information gives the Company and the Company 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 the Company Affiliates or prepared
by Employee in the course of Employee’s employment by the Company and the
Company Affiliates.


 


(b)                                 NON-SOLICITATION
OF EMPLOYEES. Employee recognizes that he will possess
confidential information about other employees of the Company and the Company
Affiliates relating to their education, experience, skills, abilities,
compensation and benefits, and inter-personal relationships with suppliers to
and customers of the Company and the Company 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 the Company
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 the Company 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 the Company Affiliates
to any other person except within the scope of Employee’s duties hereunder; provided,
however, that the restrictions in this paragraph shall not prohibit
Employee (i) from placing advertisements in newspapers or other media of
general circulation advertising employment opportunities and (ii) from
hiring persons who respond to such advertisements, provided that they were not
otherwise solicited by Employee in violation of this section. The mere fact
that Employee is an employee of a company, business, partnership, firm,
corporation or other entity soliciting employees of the Company,


 


9

















 


without the Employee’s involvement in the solicitation, will not cause
Employee to violate this provision.


 


(c)                                  NON-SOLICITATION OF
CUSTOMERS. During Employee’s employment and during the
Non-Solicit Period, Employee shall not induce or attempt to induce any Customer
of the Company or any Company Affiliate to cease doing business with the
Company or any Company Affiliate, or in any way interfere with the relationship
between any such Customer on the one hand, and the Company or any Company
Affiliate, on the other hand; provided, however, that, for the avoidance of
doubt, nothing in this paragraph shall be deemed to prohibit Employee from
calling upon or soliciting a Customer during the Non-Solicit Period if such action
relates to a product or service not sold or performed by the Company. The mere
fact that Employee is an employee of a company, business, partnership, firm,
corporation or other entity soliciting customers or suppliers of the Company,
without the Employee’s involvement, directly or indirectly, in the
solicitation, will not cause Employee to violate this provision. “Customer”
shall mean any person who engages the Company or any of the Company Affiliates
to sell, on its behalf as agent, tickets to the public.


 


(d)                                 PROPRIETARY RIGHTS;
ASSIGNMENT. All Employee Developments shall be made for hire
by the Employee for the Company or any of the Company 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 the Company 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 the Company 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 the Company 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.


 


(e)                                  COMPLIANCE WITH POLICIES AND
PROCEDURES. During the Term, Employee shall adhere to the
policies and standards of professionalism set forth in the Company’s written
Policies and Procedures of general applicability as they may exist from time to
time.


 


10

















 


(f)                                    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 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.


 


(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 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.


 


11

















 


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 the Company Affiliates 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.


 


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, or any of the
Company Affiliates for which the Employee performs services, to the maximum
extent permitted under applicable law; provided, however, that
neither the Company, nor any of the Company Affiliates shall indemnify Employee
for any losses incurred by Employee as a result of acts described in Section 1(c) of
these Standard Terms and Conditions.


 


12

















 


ACKNOWLEDGED
AND AGREED: 



Dated as of: April 11th, 2006


 


	
   

  	
  TICKETMASTER
  L.L.C. 

  8800 Sunset Boulevard 

  West Hollywood, CA 90069

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Edward J. Weiss

  
	
   

  	
  Name:
  

  	
  Edward
  J. Weiss

  
	
   

  	
  Title:

  	
  EVP,
  GC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Eric Korman

  
	
   

  	
   

  	
  EMPLOYEE

  
				



 


13

















 


EXHIBIT A 

FORMS OF GENERAL RELEASE


 


14














 


RELEASE FOR CALIFORNIA EMPLOYEES UNDER AGE 40


 


SETTLEMENT AND RELEASE AGREEMENT


 


This Settlement and Release Agreement (the “Agreement”) is entered into
by and between
                        
          for itself and all
of its affiliated, parent, related, and subsidiary companies, joint venturers
and partnerships, as well as their respective directors, officers, partners,
employees, agents, attorneys, successors, and assigns, past and present, and
each of them, including, but not limited to, Ticketmaster, a Delaware
corporation (collectively “Ticketmaster”), on the one hand, and                        ,
on behalf of himself/herself and his/her agents, representatives, heirs,
executors, trustees, and assigns (collectively, “Employee”), on the other hand.


 


AGREEMENTS


 


1.             Severance of Employment Relationship.
Employee and Ticketmaster agree and acknowledge that Employee will cease to be
employed by Ticketmaster effective as of
                         ,
200     (the “Termination Date”).  Employee hereby confirms his/her agreement
and understanding that as of such Termination Date:  (a) Employee will have no further
continuing right to be employed by Ticketmaster; (b) Employee will no
longer hold himself/herself out as an employee of Ticketmaster;
(c) Employee will have received all compensation, expense reimbursement
and other benefits to which he/she is or may be entitled to receive as an
employee of Ticketmaster through the Termination Date, including but not
limited to payment for all accrued but unused vacation time; and
(d) Employee will have returned to Ticketmaster any and all documents,
agreements, records, instruments, office equipment, keys and other property of
Ticketmaster (and copies thereof) that are in his/her possession or under
his/her control, if any. [Add if
Employee was previously granted stock options and was terminated for cause
after discussing with the General Counsel of Ticketmaster:  Furthermore, Employee understands and
agrees that he/she has been terminated for cause, and that any stock options
that had been granted to him/her have been cancelled pursuant to the terms of
his/her stock option agreement.]


 


2.             Payment of Consideration.


 


(a) Upon execution of this Agreement by Employee, in consideration
for the promises and representations made in this Agreement, and as full and
final settlement for any and all claims Employee has or may have against
Ticketmaster, Ticketmaster agrees to pay Employee a lump sum in the amount of                                    
week(s) salary, minus all applicable withholdings. Employee understands
and agrees that such payment is not salary but rather severance and thus, among
other things, such payment will not be eligible for 401(k) deductions or
employer matching contributions and


 


15

















 


Ticketmaster
may withhold Federal and state taxes at the rates applicable to unearned
income.


 


(b)           After the
Termination Date, Employee will not receive or accrue any benefits. From the
Termination Date through                                       ,
Ticketmaster will pay Employee’s COBRA payments.


 


3.             Release of Known and Unknown Claims. In
consideration for the promises undertaken, Employee irrevocably and
unconditionally releases and forever discharges Ticketmaster, as defined above,
as well its affiliated, parent, related, and subsidiary companies, licensees,
joint venturers and partnerships, as well as their respective directors,
officers, shareholders, partners, employees, agents, attorneys, successors, and
assigns, past and present, and each of them, from any and all claims, demands,
liabilities, suits or damages of any type or kind, whether in law or in equity,
known or unknown, suspected or unsuspected, arising from or in any way related
to Employee’s employment with Ticketmaster, and/or the severance of such
employment from Ticketmaster and/or any events regarding Employee’s employment
occurring prior to the execution of the Agreement, including without
limitation, all of those based on allegations of discrimination or harassment
on the basis race, color, sex, national origin, ancestry, religion, disability,
handicap, medical condition, marital status, sexual orientation or any other
bases protected by federal, state or local laws; any claim under Title VII of
the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq.;
the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq.; the
California Fair Employment & Housing Act, California Government Code §
12900, et seq.; violation of the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”); violation of the Occupational Safety and
Health Act or any other safety and/or health laws, statutes or regulations;
violation of the Employment Retirement Income Security Act of 1974 (“ERISA”);
or any contract, tort, wage and hour law, and/or any federal, state or local
fair employment practice or civil rights law, ordinance or executive order, or
any other wrongdoing or improper conduct whatsoever, including but not limited
to: any claims for violation of any state or federal law or regulations; or for
breach of contract (express or implied); breach of the implied covenant of good
faith and fair dealing; wrongful discharge; retaliation; violation of public
policy; sexual assault and/or battery; invasion of privacy; misrepresentation;
defamation; fraud; fraudulent inducement; or emotional distress; and any and
all other claims or torts whatsoever, all to the fullest extent permitted by
law.


 


4.             Waiver of California Civil Code Section 1542.


 


(a)           In
executing this Agreement, Employee waives and relinquishes all rights and
benefits afforded by California Civil Code Section 1542 and does so
understanding and acknowledging the significance and consequences of the
specific waiver of Section 1542. Section 1542 states as follows:


 


A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of


 


16

















 


executing the release, which if known by him must have materially affected
his settlement with the debtor.


 


(b)           Thus,
notwithstanding the provisions of Section 1542, Employee expressly
acknowledges that paragraph 3, above, is also intended to include in its
effect, without limitation, all such claims which Employee does not know or
suspect to exist at the time of the execution of this Agreement, and that this
Agreement contemplates the extinguishment of those claims.


 


(c)           Employee
acknowledges and agrees that Employee may later discover facts different from
or in addition to those Employee now knows or believes to be true in entering
into this Agreement. Employee agrees to assume the risk of the possible
discovery of additional or different facts, including facts which may have been
concealed or hidden, and agrees that this Agreement shall remain effective
regardless of such additional or different facts.


 


5.             Warranties. Employee specifically
represents that he/she has no pending complaints or charges against
Ticketmaster with any state or federal court or any local, state or federal
agency, division or department, based on any events occurring prior to the date
of execution of this Agreement. Employee further represents that he/she will
not in the future file, participate in, instigate or encourage the filing of
any lawsuit by any party in any state or federal court or any proceeding before
any local, state or federal agency, department or division, claiming that
Ticketmaster has violated any local, state or federal laws, statutes,
ordinances or regulations based upon events occurring prior to the date of the
execution of this Agreement.


 


6.             Non-Disclosure of Proprietary Information. Employee
recognizes and acknowledges that the Proprietary Information of Ticketmaster
(as defined below), represents a valuable, special and unique asset of
Ticketmaster. “Proprietary Information of Ticketmaster” means all information
known or intended to be known only to employees of Ticketmaster or any of its
subsidiaries or affiliates in a confidential relationship with Ticketmaster
relating to Ticketmaster’s employees, executives, agents, representatives,
operations and clients, as well as technical matters pertaining to the business
of Ticketmaster or any of its subsidiaries or affiliates, including, but not
limited to, any information, business plans, financial information, design
specifications, programs, listings, documentation or other supporting or
related materials or information of any nature or description whatsoever
relating to Ticketmaster’s hardware, software, systems and equipment as it now
exists, including any and all improvements in the state of the art relative
hereto or applications, adaptations and modification thereof, whether now
existing or developed in the future, except for any information within the
public domain. Employee consents and agrees that Employee will not at any time
use or disclose any Proprietary Information of Company to any person, firm,
corporation, association or entity for any reason or purpose whatsoever. If
Employee is served with any subpoena, court order, or other legal process
seeking disclosure of any Proprietary  Information 
of Ticketmaster, or this Agreement, or any information or


 


17

















 


documentation
regarding the severance of Employee’s employment from Ticketmaster, Employee
shall promptly send to the General Counsel of Ticketmaster within forty-eight
(48) hours via facsimile at (310) 360-3373, such subpoena, court order, or
other legal process so that Ticketmaster may exercise any applicable legal
remedies. Employee agrees not to remove any documents, records or other
information from the premises of Ticketmaster or any of its subsidiaries or
affiliates containing any such Proprietary Information of Ticketmaster and
acknowledges that such documents, records and other information are the
exclusive property of Ticketmaster or its subsidiaries or affiliates. The
confidentiality obligations imposed upon Employee by the terms of this
Agreement shall be continuing.


 


7.             Non-Disparagement. Employee agrees
not to make any negative, disparaging, detrimental or derogatory comments to
any third party about Ticketmaster or about its businesses, employees,
executives, agents or representatives at any time whatsoever. Employee further
agrees not to make any statements that would adversely affect Ticketmaster’s
business reputation.


 


8.             Non-Disclosure of this Agreement.
Employee agrees that this Agreement is confidential and Employee will not
disclose the existence of this Agreement, any of the terms of this Agreement or
any facts regarding Employee’s employment at Ticketmaster to any person or
entity, except: (1) to Employee’s attorneys, accountants or any
governmental taxing authority on a need to know basis only; or (2) in
response to an order or subpoena issued by a court or government agency;
provided, however, that notice of receipt of such judicial order, inquiry or
subpoena shall be communicated via facsimile within 72 hours to the General
Counsel for Ticketmaster, at (310) 360-3373 so that Ticketmaster will have the opportunity
to intervene to assert whatever rights it has to nondisclosure prior to
Employee’s response to the order, inquiry or subpoena. Employee further agrees
to inform any such attorneys, accountants and governmental authorities or
agencies about this confidentiality provision and that they will agree to be
bound by it.


 


9.             Knowing and Voluntary. The parties
acknowledge and represent that they have carefully read and fully understand
all of the terms and conditions set forth in this Agreement. The parties
further acknowledge and represent that they enter into this Agreement freely,
knowingly and without coercion and based on their own judgment and not in
reliance upon any representation or promises made by any party or its attorneys
to any other party.


 


10.           Attorneys’ Fees. Should any party
institute any action or proceeding to enforce, interpret or apply any provision
of this Agreement, or any released claims, the parties agree that the
prevailing party shall be entitled to reimbursement by the losing party of all
costs and expenses, including, but not limited to, all of its attorneys’ fees.


 


11.           Governing Law. This Agreement shall
be construed and governed by the laws of the State of California, without
giving effect to its conflict of laws provisions.


 


18

















 


12.           Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original, all of which together shall constitute one and the same instrument.


 


13.           Severability. If any provision of
this Agreement is deemed to be illegal, invalid, or unenforceable, the
legality, validity and enforceability of the remaining parts shall not be
affected.


 


14.           Entire Agreement. This Agreement,
together with that certain
                                                    dated
as of
               [fill in
name and date of any confidentiality/nondisclosure agreement signed by the
Employee related to his/her employment with Ticketmaster],  contains
all of the terms and conditions agreed upon by the parties regarding the
subject matter of this Agreement. Any prior agreements, promises, negotiations,
or representations, either oral or written, by either the parties hereto or
their attorneys, relating to the subject matter of this Agreement not expressly
set forth in this Agreement are of no force or effect. No modifications of this
Agreement can be made except in writing signed by Employee and an authorized
representative of Ticketmaster.


 


15.           Denial of Liability. Employee
expressly recognizes that this Agreement shall not in any way be construed as
an admission by Ticketmaster of any unlawful or wrongful acts whatsoever.
Ticketmaster expressly denies any breach of any contracts, policies or
procedures, or a violation of any state or federal law or regulation.


 


16.           Waiver. No waiver by any party of
any breach of any term or provision of this Agreement shall be a waiver of any
preceding, concurrent or succeeding breach of this Agreement or of any other
term or provision of this Agreement. No waiver shall be binding on the part of,
or on behalf of, any other party entering into this Agreement.


 


17.           Ambiguities. Both parties have
participated in the negotiation of this Agreement and, thus, it is understood
and agreed that the general rule that ambiguities are to be construed
against the drafter shall not apply to this Agreement. In the event that any
language of this Agreement is found to be ambiguous, each party shall have an
opportunity to present evidence as to the actual intent of the parties with
respect to any such ambiguous language.


 


THE SIGNATORIES HAVE CAREFULLY READ THIS ENTIRE AGREEMENT. THE PARTIES
HAVE HAD THE OPPORTUNITY TO HAVE THE CONTENTS OF THIS AGREEMENT FULLY EXPLAINED
TO THEM BY THEIR ATTORNEYS. THE SIGNATORIES FULLY UNDERSTAND THE FINAL AND
BINDING EFFECT OF THIS AGREEMENT. THE ONLY PROMISES MADE TO ANY SIGNATORY ABOUT
THIS AGREEMENT, AND TO SIGN THIS AGREEMENT, ARE CONTAINED IN THIS AGREEMENT.
THE SIGNATORIES ARE SIGNING THIS AGREEMENT VOLUNTARILY.


 


19

















 


PLEASE READ CAREFULLY


 


THIS SETTLEMENT AND RELEASE
AGREEMENT

INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.


 


IN WITNESS WHEREOF, the parties have executed this Settlement Agreement
and Release on the dates set forth below.


 


 


	
  DATED:             ,        

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [                                                                         ]

  
	
   

  	
   

  	
   

  
	
  DATED:             ,        

  	
   

  	
  By:

  	
   

  
					



 


20

















 


RELEASE FOR CALIFORNIA EMPLOYEES AGE 40 AND OVER


 


SETTLEMENT AND RELEASE AGREEMENT


 


This Settlement and Release Agreement (the “Agreement”) is entered into
by and between                            
for itself and all of its, affiliated, parent, related, and subsidiary
companies, joint venturers and partnerships, as well as their respective
directors, officers, partners, employees, agents, attorneys, successors, and
assigns, past and present, and each of them, including, but not limited to,
Ticketmaster, a Delaware corporation (collectively “Ticketmaster”), on the one
hand, and
                                              ,
on behalf of himself/herself and his/her agents, representatives, heirs,
executors, trustees, and assigns (collectively, “Employee”), on the other hand.


 


AGREEMENTS


 


1.             Severance of Employment Relationship.
Employee and Ticketmaster agree and acknowledge that Employee will cease to be
employed by Ticketmaster effective as of                                    ,
200     (the “Termination Date”).  Employee hereby confirms his/her agreement
and understanding that as of such Termination Date: (a) Employee will have
no further continuing right to be employed by Ticketmaster; (b) Employee
will no longer hold himself/herself out as an employee of Ticketmaster;
(c) Employee will have received all compensation, expense reimbursement
and other benefits to which he/she is or may be entitled to receive as an
employee of Ticketmaster through the Termination Date, including but not
limited to payment for all accrued but unused vacation time; and (d) Employee
will have returned to Ticketmaster any and all documents, agreements, records,
instruments, office equipment, keys and other property of Ticketmaster (and
copies thereof) that are in his/her possession or under his/her control, if
any. [Add if Employee was previously granted stock options and was
terminated for cause after discussing with the General Counsel of Ticketmaster:  Furthermore, Employee understands
and agrees that he/she has been terminated for cause, and that any stock
options that had been granted to him/her have been cancelled pursuant to the
terms of his/her stock option agreement.]


 


2.             Payment of
Consideration.


 


(a)           On the eighth day
after Employee’s execution of this Agreement, in consideration for the promises
and representations made in this Agreement, and as full and final settlement
for any and all claims Employee has or may have against Ticketmaster,  Ticketmaster agrees to pay Employee a lump
sum in the amount of
                            week(s) salary,
minus all applicable withholdings. Employee understands and agrees that such
payment is not salary but rather severance and thus, among other things, such
payment will not be eligible for 401(k) deductions or employer matching
contributions and Ticketmaster may withhold Federal and state taxes at the
rates applicable to unearned income.


 


21

















 


(b)                                 After the Termination
Date, Employee will not receive or accrue any benefits. From the Termination
Date through                               ,
Ticketmaster will pay Employee’s COBRA payments.


 


3.                                       Release of Known and Unknown Claims. In
consideration for the promises undertaken, Employee irrevocably and
unconditionally releases and forever discharges Ticketmaster, as defined above,
as well its affiliated, parent, related, and subsidiary companies, licensees,
joint venturers and partnerships, as well as their respective directors,
officers, shareholders, partners, employees, agents, attorneys, successors, and
assigns, past and present, and each of them, from any and all claims, demands,
liabilities, suits or damages of any type or kind, whether in law or in equity,
known or unknown, suspected or unsuspected, arising from or in any way related
to Employee’s employment with Ticketmaster, and/or the severance of such
employment from Ticketmaster and/or any events regarding Employee’s employment
occurring prior to the execution of the Agreement, including without
limitation, all of those based on allegations of discrimination or harassment
on the basis race, color, sex, age, national origin, ancestry, religion,
disability, handicap, medical condition, marital status, sexual orientation or
any other bases protected by federal, state or local laws; any claim under
Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et
seq.; the Age Discrimination in Employment Act, as amended by the Older
Workers Benefit Protection Act of 1990, 29 U.S.C. § 621 et seq.; the
Americans With Disabilities Act, 42 U.S.C. § 12101, et seq.; the
California Fair Employment & Housing Act, California Government Code §
12900, et seq.; violation of the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”); violation of the Occupational Safety and
Health Act or any other safety and/or health laws, statutes or regulations;
violation of the Employment Retirement Income Security Act of 1974 (“ERISA”);
or any contract, tort, wage and hour law, and/or any federal, state or local
fair employment practice or civil rights law, ordinance or executive order, or
any other wrongdoing or improper conduct whatsoever, including but not limited to: any claims for
violation of any state or federal law or regulations; or for breach of contract
(express or implied); breach of the implied covenant of good faith and fair dealing;
wrongful discharge; retaliation; violation of public policy; sexual assault
and/or battery; invasion of privacy; misrepresentation; defamation; fraud;
fraudulent inducement; or emotional distress; and any and all other claims or
torts whatsoever, all to the fullest extent permitted by law.


 


4.                                       Waiver of California Civil Code Section 1542.


 


(a)           In
executing this Agreement, Employee waives and relinquishes all rights and
benefits afforded by California Civil Code Section 1542 and does so
understanding and acknowledging the significance and consequences of the
specific waiver of Section 1542. Section 1542 states as follows:


 


A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of


 


22

















 


executing the release, which if known by him must have materially
affected his settlement with the debtor.


 


(b)           Thus,
notwithstanding the provisions of Section 1542, Employee expressly
acknowledges that paragraph 3, above, is also intended to include in its
effect, without limitation, all such claims which Employee does not know or
suspect to exist at the time of the execution of this Agreement, and that this
Agreement contemplates the extinguishment of those claims.


 


(c)           Employee
acknowledges and agrees that Employee may later discover facts different from
or in addition to those Employee now knows or believes to be true in entering
into this Agreement. Employee agrees to assume the risk of the possible discovery
of additional or different facts, including facts which may have been concealed
or hidden, and agrees that this Agreement shall remain effective regardless of
such additional or different facts.


 


5.             Right of
Attorney, Time to Consider, Revocations. Employee
acknowledges and agrees that Employee was provided twenty-one (21) days to
consider this Agreement and to consult with counsel and have the opportunity to
receive independent legal advice with respect to the matters hereinabove set
forth and the asserted rights arising out of said matters, and has been
encouraged to do so. To the extent that Employee has taken less than twenty-one
(21) days to consider this Agreement, Employee acknowledges that Employee has
had sufficient time to consider the Agreement and to consult with counsel and
that Employee did not desire or need additional time.


 


This Agreement is revocable by Employee for a period
of seven (7) calendar days following Employee’s execution of this
Agreement. The revocation must be in writing, must specifically revoke this
Agreement, and must be directed to the General Counsel of Ticketmaster at
facsimile number (310) 360-3373.


 


6.             Warranties. Employee specifically
represents that he/she has no pending complaints or charges against
Ticketmaster with any state or federal court or any local, state or federal
agency, division or department, based on any events occurring prior to the date
of execution of this Agreement. Employee further represents that he/she will
not in the future file, participate in, instigate or encourage the filing of
any lawsuit by any party in any state or federal court or any proceeding before
any local, state or federal agency, department or division, claiming that
Ticketmaster has violated any local, state or federal laws, statutes,
ordinances or regulations based upon events occurring prior to the date of the execution
of this Agreement.


 


7.             Non-Disclosure of Proprietary Information.    Employee recognizes and acknowledges
that the Proprietary Information of Ticketmaster (as defined below), represents


 


23

















 


a
valuable, special and unique asset of Ticketmaster. “Proprietary Information of
Ticketmaster” means all information known or intended to be known only to
employees of Ticketmaster or any of its subsidiaries or affiliates in a
confidential relationship with Ticketmaster relating to Ticketmaster’s
employees, executives, agents, representatives, operations and clients, as well
as technical matters pertaining to the business of Ticketmaster or any of its
subsidiaries or affiliates, including, but not limited to, any information,
business plans, financial information, design specifications, programs,
listings, documentation or other supporting or related materials or information
of any nature or description whatsoever relating to Ticketmaster’s hardware,
software, systems and equipment as it now exists, including any and all
improvements in the state of the art relative hereto or applications,
adaptations and modification thereof, whether now existing or developed in the
future, except for any information within the public domain. Employee consents
and agrees that Employee will not at any time use or disclose any Proprietary
Information of Company to any person, firm, corporation, association or entity
for any reason or purpose whatsoever. If Employee is served with any subpoena,
court order, or other legal process seeking disclosure of any Proprietary
Information of Ticketmaster, or this Agreement, or any information or
documentation regarding the severance of Employee’s employment from
Ticketmaster, Employee shall promptly send to the General Counsel of
Ticketmaster within forty-eight (48) hours via facsimile at (310) 360-3373,
such subpoena, court order, or other legal process so that Ticketmaster may
exercise any applicable legal remedies. Employee agrees not to remove any
documents, records or other information from the premises of Ticketmaster or
any of its subsidiaries or affiliates containing any such Proprietary
Information of Ticketmaster and acknowledges that such documents, records and
other information are the exclusive property of Ticketmaster or its
subsidiaries or affiliates. The confidentiality obligations imposed upon
Employee by the terms of this Agreement shall be continuing.


 


8.             Non-Disparagement. Employee agrees
not to make any negative, disparaging, detrimental or derogatory comments to
any third party about Ticketmaster or about its businesses, employees,
executives, agents or representatives at any time whatsoever. Employee further
agrees not to make any statements that would adversely affect Ticketmaster’s
business reputation.


 


24

















 


9.             Non-Disclosure of this Agreement.
Employee agrees that this Agreement is confidential and Employee will not
disclose the existence of this Agreement, any of the terms of this Agreement or
any facts regarding Employee’s employment at Ticketmaster to any person or
entity, except: (1) to Employee’s attorneys, accountants or any governmental
taxing authority on a need to know basis only; or (2) in response to an
order or subpoena issued by a court or government agency; provided, however,
that notice of receipt of such judicial order, inquiry or subpoena shall be
communicated via facsimile within 72 hours to the General Counsel for
Ticketmaster, at (310) 360-3373 so that Ticketmaster will have the opportunity
to intervene to assert whatever rights it has to nondisclosure prior to
Employee’s response to the order, inquiry or subpoena. Employee further agrees
to inform any such attorneys, accountants and governmental authorities or
agencies about this confidentiality provision and that they will agree to be
bound by it.


 


10.           Knowing and Voluntary. The parties
acknowledge and represent that they have carefully read and fully understand
all of the terms and conditions set forth in this Agreement. The parties
further acknowledge and represent that they enter into this Agreement freely,
knowingly and without coercion and based on their own judgment and not in
reliance upon any representation or promises made by any party or its attorneys
to any other party.


 


11.           Attorneys’ Fees. Should any party
institute any action or proceeding to enforce, interpret or apply any provision
of this Agreement, or any released claims, the parties agree that the
prevailing party shall be entitled to reimbursement by the losing party of all
costs and expenses, including, but not limited to, all of its attorneys’ fees.


 


12.           Governing Law. This Agreement shall
be construed and governed by the laws of the State of California, without
giving effect to its conflict of laws provisions.


 


13.           Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original, all of which together shall constitute one and the same instrument.


 


14.           Severability. If any provision of
this Agreement is deemed to be illegal, invalid, or unenforceable, the
legality, validity and enforceability of the remaining parts shall not be
affected.


 


15.           Entire Agreement. This Agreement,
together with that certain
                                dated
as of                  [fill in
name and date of any confidentiality/nondisclosure agreement signed by the
Employee related to his/her employment with Ticketmaster], contains
all of the terms and conditions agreed upon by the parties regarding the
subject matter of this Agreement. Any prior agreements, promises, negotiations,
or representations, either oral or written, by either the parties hereto or
their attorneys, relating to the subject matter of this Agreement not expressly
set forth in this


 


25

















 


Agreement
are of no force or effect. No modifications of this Agreement can be made
except in writing signed by Employee and an authorized representative of
Ticketmaster.


 


16.           Denial of Liability. Employee
expressly recognizes that this Agreement shall not in any way be construed as
an admission by Ticketmaster of any unlawful or wrongful acts whatsoever.
Ticketmaster expressly denies any breach of any contracts, policies or
procedures, or a violation of any state or federal law or regulation.


 


17.           Waiver. No waiver by any party of
any breach of any term or provision of this Agreement shall be a waiver of any
preceding, concurrent or succeeding breach of this Agreement or of any other
term or provision of this Agreement. No waiver shall be binding on the part of,
or on behalf of, any other party entering into this Agreement.


 


18.           Ambiguities. Both parties have
participated in the negotiation of this Agreement and, thus, it is understood
and agreed that the general rule that ambiguities are to be construed
against the drafter shall not apply to this Agreement. In the event that any
language of this Agreement is found to be ambiguous, each party shall have an
opportunity to present evidence as to the actual intent of the parties with
respect to any such ambiguous language.


 


THE SIGNATORIES HAVE CAREFULLY READ THIS ENTIRE AGREEMENT. THE PARTIES
HAVE HAD THE OPPORTUNITY TO HAVE THE CONTENTS OF THIS AGREEMENT FULLY EXPLAINED
TO THEM BY THEIR ATTORNEYS. THE SIGNATORIES FULLY UNDERSTAND THE FINAL AND
BINDING EFFECT OF THIS AGREEMENT. THE ONLY PROMISES MADE TO ANY SIGNATORY ABOUT
THIS AGREEMENT, AND TO SIGN THIS AGREEMENT, ARE CONTAINED IN THIS AGREEMENT.
THE SIGNATORIES ARE SIGNING THIS AGREEMENT VOLUNTARILY.


 


PLEASE READ CAREFULLY


 


THIS SETTLEMENT AND RELEASE
AGREEMENT

INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.


 


IN WITNESS WHEREOF, the parties have executed this Settlement Agreement
and Release on the dates set forth below.


 


 


	
  DATED
  :             ,        

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [                                                                         ]

  
	
   

  	
   

  	
   

  
	
  DATED
  :             ,        

  	
   

  	
  By: