Exhibit
10.1


 


AMENDMENT
NO. 2


TO


EMPLOYMENT AGREEMENT 

DATED AS OF NOVEMBER 4, 2004 BETWEEN CHRIS RILEY AND TICKETMASTER L.L.C.


 


This
Amendment No. 2 (this “Amendment”) is entered as of August 17,
2009 (the “Amendment Effective Date”) , with regard to that certain
Employment Agreement dated as of November 4, 2004, between Chris Riley (“Employee”)
and Ticketmaster L.L.C. (the “Company”), as amended by that certain
Amendment No. 1 to Employment Agreement dated as of January 4, 2008
(as amended, the “Agreement”). 
All capitalized terms used herein without definition will have the
meaning given them in the Agreement.


 


WHEREAS,
it is the intention of the parties to amend the terms of the Agreement as set
forth below.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.                                       Section 1A
of the Agreement is hereby amended to provide that, effective as of the
Amendment Effective Date, Employee is employed by the Company as General
Counsel, Senior Vice President and Secretary.


 


2.                                       Section 2A
of the Agreement is hereby amended, effective as of the Amendment Effective
Date, to extend the Term (as defined in the Agreement) until the third
anniversary of the Amendment Effective Date, unless terminated in accordance
with the provisions of Section 1 of the Standard Terms and Conditions
attached to the Agreement.


 


3.                                       Section 3A(a) of
the Agreement is hereby amended, effective as of October 28, 2008, to
increase Employee’s Base Salary (as defined in the Agreement) to $325,000 per
year.  Further, Section 3A(a) of
the Agreement is hereby amended, effective as of the Amendment Effective Date,
to increase Employee’s Base Salary to $400,000 per year.


 


4.                                       The Company
hereby agrees to pay Employee a one-time signing bonus of $100,000 promptly
following the Amendment Effective Date, subject to all applicable withholdings.


 


5.                                       A new Section 7A
is hereby added to the Agreement to read in its entirety as follows:


 


“7A.                                               SECTION 409A
COMPLIANCE.


 


(a)                                  This Agreement is not
intended to constitute a “nonqualified deferred compensation plan” within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and
regulations 


 

















 


issued
thereunder (“Section 409A”).  It is
intended that any amounts payable under this Agreement and the Company’s and
Employee’s exercise of authority or discretion hereunder shall comply with and
avoid the imputation of any tax, penalty or interest under Section 409A of
the Code.  This Agreement shall be
construed and interpreted consistent with that intent.  Each amount to be paid or benefit to be
provided to Employee shall be construed as a “separate identified payment” for
purposes of Section 409A to the fullest extent permitted therein.


 


(b)                                 With regard to any provision
herein that provides for reimbursement of costs and expenses or in-kind benefits,
except as permitted by Section 409A, all such payments shall be made on or
before the last day of calendar year following the calendar year in which the
expense occurred.  Such reimbursement
obligations pursuant to this Agreement are not subject to liquidation or
exchange for another benefit and the amount of such benefits that Employee
receives in one taxable year shall not affect the amount of such benefits that
Employee receives in any other taxable year. 
“


 


6.                                       Section 1(d) of
the Standard Terms and Conditions included as part of the Agreement is hereby
superseded and replaced in its entirety with the following, effective as of the
Amendment Effective Date:


 


(d)                                 TERMINATION BY
THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE
WITH GOOD REASON.  If, prior
to expiration of the Term, Employee’s employment with the Company is terminated
(A) by the Company for any reason other than Employee’s death or
Disability or for Cause or (B) by Employee’s resignation for Good Reason:


 


(i)                                     the Company
shall pay Employee the Base Salary through the earlier of (1) the
twelve-month anniversary of the date of termination or (2) the end of the
Term, in either case payable in equal biweekly installments (or, if different,
in accordance with the Company’s payroll practice as in effect from time to
time) over the course of the period indicated, beginning on or immediately
following the date that is 30 days following the date on which Employee’s
termination occurs (as such longer period as may be required by applicable
law); provided that, if such termination or resignation occurs earlier than
twelve months prior to the end of the Term, Employee will have the option, with
the Company’s consent, to receive either the severance described above in this
subsection (i) or a one-time lump-sum severance payment of $200,000, which
option shall be exercisable by Mr. Riley by written notice to the Company
within 30 days following the date of termination; provided, further, that if
Employee elects the one-time severance payment of $200,000, the provisions of Section 1(e) below



 

















 


(MITIGATION; OFFSET) will not apply and will no longer have any force
or effect; and


 


(ii)                                  the Company
shall pay Employee within 30 days of the date of termination in a lump sum in cash
any Accrued Obligations (as defined in Section 1(f) below).


 


The
payment to Employee of the severance benefits described in Section 1(d)(i) 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, such general
release to be executed and promptly delivered to the Company (and in no event
later than 21 days following Employee’s termination of employment, or such
longer period as may be required by applicable law).  As used herein, “Good Reason” shall mean the
occurrence of any of the following without Employee’s written consent; (i) a
material reduction in Base Salary; or (ii) a relocation of Employee’s
principal place of business more than 50 miles from the Los Angeles, California
metropolitan area; provided that in no event shall Employee’s resignation be
for “Good Reason” unless (x) an event or circumstance set forth in clauses
(i) or (ii) shall have occurred that is an isolated and inadvertent
action not taken in bad faith and Employee provides the Company with written
notice thereof within ninety (90) days after Employee has knowledge of the
occurrence or existence of such event or circumstance, which notice
specifically identifies the event or circumstance that Employee believes
constitutes Good Reason, (y) if the circumstance or event is curable, the
Company fails to correct the circumstance or event so identified within thirty
(30) days after the receipt of such notice, and (z) Employee resigns
within thirty (30) days after the expiration of the Company’s cure period
referred to in clause (y) above


 


7.                                       A new Section 10
is hereby added to the Agreement immediately following Section 9 of the
Standard Terms and Conditions to the Agreement to read in its entirety as
follows:


 


“10.  SECTION 409A
COMPLIANCE.


 


(a)  A termination of employment shall not be deemed to have
occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of
employment unless such termination is also a “separation from service” within
the meaning of Section 409A and, for purposes of any such provision of
this Agreement, references to a “termination,” “termination of employment” or
like terms shall mean “separation from service.”


 

















 


(b)  If Employee is deemed on the date of termination to be a “specified
employee” within the meaning of that term under Section 409A(a)(2)(B) of
the Code, then with regard to the payments described in clause (i) of Section 1(d) and
any other payment or the provision of any other benefit that is considered
deferred compensation under Section 409A payable on account of a “separation
from service” and that is not exempt from Section 409A as involuntary
separation pay or a short-term deferral (or otherwise), such payment or benefit
shall be made or provided at the date which is the earlier of (i) the
expiration of the six (6)-month period measured from the date of such “separation
from service” of Employee or (ii) the date of Employee’s death (the “Delay
Period”).  Upon the expiration of the
Delay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether
they would have otherwise been payable in a single sum or in installments in
the absence of such delay) shall be paid or reimbursed to Employee in a lump
sum without interest, and any remaining payments and benefits due under this
Agreement shall be paid or provided in accordance with the normal payment dates
specified for them herein.  The
provisions of this Section 10(b) shall only apply if, and to the
extent, required to avoid the imputation of any tax, penalty or interest
pursuant to Section 409A.  In no
event shall the Company be required to pay Employee any “gross-up” or other
payment with respect to any taxes or penalties imposed under Section 409A
with respect to any benefit paid to Employee hereunder.


 


(c)  It is intended that any amounts payable under this Agreement
and the Company’s and Employee’s exercise of authority or discretion hereunder
shall comply with and avoid the imputation of any tax, penalty or interest
under Section 409A.  This Agreement
shall be construed and interpreted consistent with that intent.”


 


8.                                       Except as
explicitly set forth in this Amendment, the Agreement will remain in full force
and effect.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
first date written above:


 


	
  TICKETMASTER
  L.L.C.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Irving L. Azoff

  	
   

  
	
  Name:
  Irving L. Azoff

  	
   

  
	
  Title:
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Chris Riley

  	
   

  
	
  Chris
  Riley