Exhibit 10.3


 


AMENDMENT NO. 1

TO


EMPLOYMENT
AGREEMENT

DATED AS OF MAY 19, 2008 BETWEEN BRIAN REGAN AND

TICKETMASTER L.L.C.


 


This Amendment No. 1  (this “Amendment”) is
entered into as of December 31, 2008, with regard to that certain
Employment Agreement dated as of May 19, 2008, between Brian Regan and
Ticketmaster L.L.C. (the “Agreement”). 
All capitalized terms used herein without definition will have the
meaning given them in the Agreement.


 


WHEREAS, the Company and Employee desire to amend the terms of the
Agreement as set forth herein in order to comply with the provisions of Section 409A
of the Internal Revenue Code of 1986, as amended from time to time (the “Code”),
and the rules and regulations promulgated thereunder.


 


NOW, THEREFORE, the parties agree that the following amendments to the
Agreement are adopted, effective as of December 31, 2008:


 


1.                                       The following new Section 7A
is hereby added to the Agreement immediately following Section 6A thereof:


 


“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.


 


(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.”


 

















 


2.                                       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superseded and replaced in its entirety with the following:


 


“(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 is defined
as the occurrence of any of the following without Employee’s prior written
consent: (i) the Company materially breaches any material term or
condition of this Agreement; (ii) a material or significant decrease in
the Employee’s duties, responsibilities and/or base compensation; 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.”


 


3.                                       Section 2(d) of
the Standard Terms and Conditions included as part of the Agreement is hereby
deleted in its entirety.


 


4.                                       The last sentence of Section 1(e) of
the Standard Terms and Conditions included as part of the Agreement is hereby superseded
and replaced in its entirety with the following:


 


“The
payment to Employee of the severance benefits described in this Section 1(e) 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).  Any severance benefits due to Employee
pursuant to Section 1(e)(i) shall be paid 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 then remaining Term,
beginning on or immediately following the date that is 30 days following the
date on which Employee’s termination occurs.”


 


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5.                                       The following new Section 10
is hereby added to the Agreement immediately following Section 9 of the
Standard Terms and Conditions included as part of the Agreement:


 


“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(e) 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.”


 


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


 


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  TICKETMASTER L.L.C.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ CHRIS RILEY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ BRIAN REGAN

  	
   

  
	
  Brian Regan

  	
   

  



 


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