Exhibit
10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Eric Korman (“Executive”) and
Ticketmaster Entertainment, Inc., a Delaware corporation (the “Company”), as of the
27th day of July, 2009 (the “Effective
Date”).


 


WHEREAS, the Company and Executive are parties to that certain Employment
Agreement dated as of April 10, 2006, (the “Prior Employment Agreement”);


 


WHEREAS, the Company desires to establish its right to the services of
Executive for a period beginning on the Effective Date, in the capacity
described below, on the terms and conditions hereinafter set forth, and
Executive is willing to accept such employment on such terms and conditions.


 


NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, Executive and the Company have agreed and do hereby
agree as follows:


 


1A.                             EMPLOYMENT.  During the Term (as defined below), the
Company shall employ Executive, and Executive shall be employed, as Executive
Vice President of the Company and President of Ticketmaster.  During
Executive’s employment with the Company, Executive shall do and perform all
services and acts necessary or advisable to fulfill the duties and
responsibilities as are commensurate and consistent with Executive’s position
and shall render such services on the terms set forth herein. Executive
shall do and perform all services and acts necessary or advisable to fulfill
the duties and responsibilities as are commensurate and consistent with
Executive’s position and shall render such services on the terms set forth
herein.  Executive shall have the duties,
responsibilities and authority commensurate with these positions and such other
duties, responsibilities and authority as set forth herein and as reasonably
assigned by the Reporting Officer (as defined below).  During Executive’s
employment with the Company, Executive shall report directly to the Chief
Executive Officer of the Company, or, in the event the proposed merger (the “Merger”) contemplated by the
Agreement and Plan of Merger, among the Company, Live Nation, Inc. and
Merger Sub is consummated after which there is not a Chief Executive Officer of
the Company, directly to the Chief Executive Officer and/or the Executive
Chairman of the ultimate parent company of the Company or its successor (each,
the “Reporting Officer”)
as determined by the Company.  Executive agrees to devote all of Executive’s
working time, attention and efforts to the Company and to perform the duties of
Executive’s position in accordance with the Company’s policies of which
Executive is aware as in effect from time to time.


 


Notwithstanding
anything to the contrary herein, Executive may (i) serve as a director or
member of a committee or organization involving no actual or potential conflict
of interest with the Company and its subsidiaries and affiliates; (ii) deliver
lectures and fulfill speaking engagements; (iii) engage in charitable and
community activities; and (iv) invest his personal assets in such form or
manner that will not violate this Agreement or require services on the part of
Executive in the operation or affairs of the companies in which those
investments are made; provided the activities described in clauses (i),
(ii), (iii) or (iv) do not materially affect or interfere with the
performance of Executive’s duties and obligations to the Company or conflict
with such policies as may be adopted from time to time by the Company or the
Board  of Directors
of the Company (the “Board”). 
Executive’s principal place of employment shall be the Company’s offices
located in the County of Los Angeles, CA.


 


2A.                             TERM.  The term of this Agreement (the “Term”) shall begin on
the Effective Date and shall end on the third (3rd)
anniversary of the Effective Date subject to earlier termination in accordance
with the provisions of Section 1 of the Standard Terms and Conditions
attached hereto.  Notwithstanding the termination of the Term, certain
terms and conditions herein may specify a greater period of effectiveness.


 


3A.                             COMPENSATION.


 


(a)                                 BASE SALARY.  Effective July 17th and during the Term, Executive shall be paid
an annual base salary of $750,000 (the “Base Salary”), payable in equal
biweekly installments (or, if different, 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 the
Base Salary as in effect from time to time.  Executive shall also be paid
retroactive salary in an amount equal to $220,961.47 not later than thirty (30)
days following the Effective Date, subject to applicable withholdings.


 


(b)                                BONUS.  Commencing as
of the Effective Date and continuing through the Term, Executive shall be
eligible to receive discretionary annual bonuses, with a target annual bonus of
100% of Base Salary.


 


(c)                             GRANT OF STOCK OPTIONS.  On April 29,
2009, Executive was granted an option to acquire 300,000 shares of common stock
of the Company (“Company Common Stock”) at a per share exercise price of
$5.33, which was equal to the Fair Market Value (as defined in the Ticketmaster
2008 Stock and Annual Incentive Plan (the “Company Incentive Plan”)) of the Company
Common Stock on the date of grant (the “Option Award”).  The Option Award shall vest annually in equal
installments over four years (except as otherwise provided in this Agreement)
and shall be subject to the terms and conditions of the Company Incentive Plan
and this Agreement.


 


(d)                            ADDITIONAL EQUITY
AWARDS.  Executive shall be eligible for annual equity awards during the
Term at the discretion of the Reporting Officer and the Board (or an
appropriate committee thereof).


 


(e)                             BENEFITS.  Commencing on the Effective Date and
continuing during the Term through the date of termination of Executive’s
employment with the Company for any reason, Executive shall be entitled to
participate in any welfare, health, life insurance, pension, perquisite and
fringe benefit programs as may be adopted from time to time by the Company on
the same basis as provided to similarly situated Executives of the Company. 
Without limiting the generality of the foregoing, Executive shall be entitled
to the following benefits:


 


(i)                                    Reimbursement for
Business Expenses.  During the Term, the Company shall reimburse
Executive for all reasonable, necessary and documented expenses incurred by
Executive in performing Executive’s duties for the Company, on the same basis
as similarly situated Executives and in accordance with the Company’s policies
as in effect from time to time.


 


(ii)                                 Vacation.  During the
Term, Executive shall be entitled to paid vacation each year, in accordance
with the plans, policies, programs and practices of the Company applicable to
similarly situated Executives 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 by hand delivery, or
by overnight delivery by a nationally recognized carrier, in each case to the
applicable address set forth below, and any such notice is deemed effectively
given when received by the recipient (or if receipt is refused by the
recipient, when so refused):


 


	
  If to the Company:

  	
   

  	
  Ticketmaster
  Entertainment, Inc.

  
	
   

  	
   

  	
  8800 Sunset Boulevard

  
	
   

  	
   

  	
  West Hollywood, CA
  90069

  
	
   

  	
   

  	
  Attention: General
  Counsel

  
	
   

  	
   

  	
   

  
	
  If to the Executive:

  	
   

  	
  Eric Korman

  
	
   

  	
   

  	
  822 North Norman Place

  
	
   

  	
   

  	
  Los Angles, CA 90049

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy (which
  shall not constitute notice) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Andrew Gaines

  
	
   

  	
   

  	
  Weil,
  Gotshal & Manges

  
	
   

  	
   

  	
  767 Fifth Avenue

  
	
   

  	
   

  	
  New York, NY 10153

  



 


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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 (including, without
limitation, any dispute arising out of or related to this Agreement) shall be
governed by and construed under and in accordance with the internal laws of the
State of California without reference to its principles of conflicts of
laws.  Any dispute between the parties hereto arising out of or related to
this Agreement will be heard and determined before an appropriate federal court
located in the State of California in Los Angeles County, or, if not
maintainable therein, then in an appropriate California state court located in
Los Angeles County, and each party hereto submits itself and its property to
the exclusive jurisdiction of the foregoing courts with respect to such
disputes.


 


Each party hereto (i) agrees
that service of process may be made by mailing a copy of any relevant document
to the address of the party set forth above, (ii) waives to the fullest
extent permitted by law any objection which it may now or hereafter have to the
courts referred to above on the grounds of inconvenient forum or otherwise as
regards any dispute between the parties hereto arising out of or related to
this Agreement, (iii) waives to the fullest extent permitted by law any
objection which it may now or hereafter have to the laying of venue in the
courts referred to above as regards any dispute between the parties hereto
arising out of or related to this Agreement, and (iv) agrees that a
judgment or order of any court referred to above in connection with any dispute
between the parties hereto arising out of or related to this Agreement is
conclusive and binding on it and may be enforced against it in the courts of
any other jurisdiction.


 


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.


 


7A.                             STANDARD TERMS AND CONDITIONS.  Executive 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.


 


8A.                             SECTION 409A COMPLIANCE.


 


(a)                                  To the extent applicable, it is intended
that the compensation arrangements under this Agreement be in full compliance
with Section 409A of the Internal Revenue Code, as amended, and the rules and
regulations issued thereunder (“Section 409A”)
(it being understood that certain compensation arrangements under this
Agreement are intended not to be subject to Section 409A).   It is intended that any amounts payable
under this Agreement and the Company’s and Executive’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.  If, however, any such benefit or payment is deemed to not comply
with Section 409A, the Company and the Executive agree to renegotiate in
good faith any such benefit or payment (including, without limitation, as to
the timing of any severance payments payable hereof) so that either (i) Section 409A
will not apply or (ii) compliance with Section 409A will be achieved;
provided, however, that any resulting renegotiated terms shall result in no
additional cost to the Company.  In no
event shall the Company be required to pay Executive any “gross-up” or other
payment with respect to any taxes or penalties imposed under Section 409A
with respect to any benefit paid to Executive under this Agreement.  Executive acknowledges that he has been
advised to obtain independent legal, tax or other counsel in connection with Section 409A.


 


(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


 


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another benefit and the amount
of such benefits that Executive receives in one taxable year shall not affect
the amount of such benefits that Executive receives in any other taxable year.


 


(c)                                  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 that constitute
non-qualified deferred compensation subject to Section 409A 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 “resignation,” “termination,”
“terminate,” “termination of employment” or like terms shall mean separation
from service.


 


(d)                                 Whenever a payment under this Agreement
specifies a payment period with reference to a number of days (e.g., “payment
shall be made within thirty (30) days following the date of termination”), the
actual date of payment within the specified period shall be within the sole
discretion of the Company.


 


(e)                                  If under this Agreement, an amount is
paid in two or more installments, for purposes of Section 409A, each
installment shall be treated as a separate payment.


 


IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed and delivered by its duly
authorized officer and Executive has executed and delivered this Agreement as
of the date first set forth above.


 


	
   

  	
  TICKETMASTER
  ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  CHRIS RILEY

  
	
   

  	
  By: CHRIS RILEY

  
	
   

  	
  Title: SVP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /S/
  ERIC KORMAN

  
	
   

  	
  ERIC KORMAN

  



 


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STANDARD TERMS AND CONDITIONS


 


1.                                       TERMINATION OF EXECUTIVE’S
EMPLOYMENT.


 


(a)                                 DEATH.  In the event
Executive’s employment is terminated by reason of Executive’s death, the
Company shall pay Executive’s designated beneficiary or beneficiaries, within
thirty (30) days of Executive’s death in a lump sum in cash, (i) Executive’s
Base Salary through the end of the month in which death occurs, and (ii) any
other Accrued Obligations (as defined in Section 1(f) below) (without
duplication of any amount payable pursuant to clause (i)).


 


(b)                                DISABILITY.  Executive’s
employment may be terminated by the Company for Disability (as defined below)
if: (i) as a result of Executive’s medically-determined incapacity due to
physical or mental illness (“Disability”), Executive is
unable to perform substantially the duties pertaining to his employment with or
without reasonable accommodation for a period of six (6) consecutive
months and, (ii) after thirty (30) days written notice is provided to
Executive by the Company (in accordance with Section 4A hereof), Executive
continues to be unable to perform substantially such duties.  During any
period prior to such termination during which Executive is unable to perform
substantially such duties due to Disability, the Company shall continue to pay
Executive’s Base Salary at the rate in effect at the commencement of such
period of Disability, offset by any amounts payable to Executive under any
disability insurance plan or policy provided by the Company, and the Company
shall continue to provide all other benefits to Executive hereunder.  Upon
termination of Executive’s employment due to Disability, the Company shall pay
Executive within thirty (30) days of such termination (y) Executive’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 Executive under any disability
insurance plan or policy provided by the Company; and (z) any other Accrued
Obligations (without duplication of any amount payable pursuant to clause (y)).


 


(c)                                 TERMINATION FOR CAUSE
OR WITHOUT GOOD REASON.  The Company may terminate Executive’s
employment for Cause (as defined below) only by written notice to Executive and
pursuant to the terms of this Section 1(c).  Upon the termination of
Executive’s employment by the Company for Cause, or by Executive without Good
Reason, the Company shall have no further obligation hereunder, except for the
payment of any Accrued Obligations, which shall be paid within thirty (30) days
of such termination.


 


As
used herein, “Cause” shall consist only of:  (i) the plea of
guilty or nolo contendere to, or conviction for, the commission of a felony
offense by Executive; provided, however, that after indictment,
the Company may suspend Executive from the rendition of services, but without
limiting or modifying in any other way the Company’s obligations under this
Agreement; provided, further, that Executive’s employment shall
be immediately reinstated if the indictment is dismissed or otherwise dropped
and there are not otherwise grounds to terminate Executive’s employment for
Cause; (ii) a material breach by Executive of any of the material
covenants made by Executive in Section 2 hereof that causes material harm
to the Company; provided, however, that in the event such
material breach and material harm are curable, Executive shall have failed to
remedy such material breach and cured such material harm within ten (10) business
days after written demand for cure by the Company has been delivered to
Executive, which demand specifically identifies the manner in which the Company
believes that Executive has materially breached any of the material covenants
made by Executive in Section 2 hereof and the nature of the resulting
harm; (iii) the willful or gross neglect by Executive of the material
duties required by this Agreement following receipt of written notice from the
Reporting Officer which specifically identifies the nature of such willful or
gross neglect and a reasonable opportunity to cure of no less than ten (10) business
days after Executive has received such written notice, and (iv) a material
breach by Executive of a fiduciary duty owed to the Company, or a willful and
material violation by Executive of any Company policy pertaining to ethics or
conflicts of interest, but in each case only if the Reporting Officer
determines, in the Reporting Officer’s good faith discretion, that such
material breach or violation undermines the Reporting Officer’s confidence in
Executive’s fitness to continue in Executive’s position, taking into account
any remedial action taken by Executive.


 


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(d)                                TERMINATION BY THE
COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE
FOR GOOD REASON.


 


(i)                                    Consequence of a
Qualifying Termination.  The Company may terminate Executive’s
employment without Cause, and Executive may terminate his employment for Good
Reason, only by providing written notice to the other party and pursuant to the
terms of this Section 1(d).  If Executive’s employment hereunder is
terminated by the Company at any time during the time period commencing on the
Effective Date and ending on the expiration of the Term for any reason other
than Executive’s death, Disability or Cause, or if Executive terminates his
employment hereunder at any time during such time period for Good Reason (any
such termination, a “Qualifying Termination”), then:


 


(A)    
commencing on the Company’s first regular payroll date after the sixtieth (60th) day following the
date of the Qualifying Termination, the Company shall continue to pay Executive
the Base Salary in accordance with the Company’s regular payroll practice for a
period of eighteen (18) months following the date of the Qualifying Termination
at the rate in effect immediately prior to the Qualifying Termination;


 


(B)    
the Company shall pay Executive within thirty (30) days of the date of the
Qualifying Termination in a lump sum in cash any Accrued Obligations;


 


(C)    
any portion of the Option Award that is outstanding and unvested at the date of
such Qualifying Termination shall vest in full as of the date of the Qualifying
Termination and the Option Award shall remain exercisable for the lesser of (x) 18
months following such Qualifying Termination, or (y) the scheduled
expiration date of the Option Award; and


 


(D)     the Company shall pay Executive, if earned,
a pro rata annual bonus based on actual performance during the year in which
the Qualifying Termination occurred and based on the number of days of
Executive’s employment during such year relative to 365 days, payable at such
time as annual bonuses are paid to Company employees generally.


 


(iii)                              Section 409A.  If any payment, compensation or
other benefit provided to the Executive in connection with his employment
termination is determined, in whole or in part, to constitute “nonqualified
deferred compensation” within the meaning of Section 409A and the
Executive is a specified employee as defined in Section 409A(2)(B)(i), no
part of such payment, compensation or benefits shall be paid or provided before
the day that is six (6) months plus one (1) day after the date of
Executive’s termination of employment or Executive’s earlier death (the “New Payment Date”).  The aggregate of any payments that otherwise
would have been paid to the Executive during the period between the date of
termination and the New Payment Date shall be paid to the Executive in a lump
sum on such New Payment Date.  Thereafter,
any payments that remain outstanding as of the day immediately following the
New Payment Date shall be paid without delay over the time period originally
scheduled, in accordance with the terms of this Agreement.


 


(iv)                             “Good Reason” Defined.  For purposes of this Agreement, “Good Reason” shall
mean the occurrence of any of the following without Executive’s prior written
consent: (A) a change of more than 25 miles in the geographic location at
which Executive is required by the Reporting Officer to permanently perform his
services; (B) a material or significant diminishment by the Company of
Executive’s duties, responsibilities or operational authority from those set
forth in Section 1A above;  (C) Executive is required to report
to someone other than the Reporting Officer; or (D) the Company materially
breaches any material term or condition of this Agreement; provided that
in no event shall Executive’s resignation be for “Good Reason” unless (x) Executive
provides the Company with written notice thereof within ninety (90) days after
Executive has knowledge of the occurrence or existence of such event or
circumstance, which notice specifically identifies the event or circumstance
that Executive believes constitutes Good Reason, (y) if the circumstance
or event is curable, the Company fails to correct the circumstance or event so
identified within twenty (20) days after the receipt of such notice, and (z) Executive
resigns within twenty (20) days after the expiration of the Company’s cure
period referred to in clause (y) above.


 


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(v)                                Execution of Release
and Compliance with Restrictive Covenants.  The payment to Executive of
the severance benefits described in this Section 1(d) (including any
accelerated vesting, but excluding Accrued Obligations which shall be paid in
accordance with Section 1(d)(i)(B)) shall be subject to Executive’s
execution and non-revocation of a general release of the Company and its
affiliates, in the form attached hereto as Exhibit A, within 60 days of
the date of termination of Executive’s employment, and Executive’s compliance
with the restrictive covenants set forth in Section 2 hereof (other than
any non-compliance that is immaterial or does not result in material harm to
the Company or its affiliates, and, if curable, is cured by Executive promptly
after receipt of notice thereof given by the Company).  Executive
acknowledges and agrees that the severance benefits described in this Section 1(d) constitute
good and valuable consideration for such release.


 


(e)                             OFFSET.  If Executive obtains other employment (whether
or not comparable and whether or not in the same geographic location) during
the Severance Period, the amount of any Base Salary payments otherwise owing to
Executive pursuant to Section 1(d)(i)(A) above during the Severance
Period shall be reduced only by the amount of cash compensation earned by
Executive from such other employment during the Severance Period.  For the avoidance of doubt, the foregoing
right of offset shall not apply with respect to any stock options, restricted
stock or other equity incentives, benefits or expense reimbursements, received
by Executive from such other employment during the Severance Period.  For purposes of this Section 1(e),
Executive shall have an obligation to inform the Company regarding Executive’s
employment status following termination and during the Severance Period.


 


(f)                               ACCRUED OBLIGATIONS.  As used in
this Agreement, “Accrued Obligations” shall mean the sum of (i) any
portion of Executive’s accrued but unpaid Base Salary through the date of death
or termination of employment for any reason, as the case may be; (ii) any
compensation previously earned but deferred by Executive (together with any
interest or earnings thereon) that has not yet been paid and that is not
otherwise to be paid at a later date pursuant to any deferred compensation
arrangement of the Company to which Executive is a party, if any; (iii) other
than in the event of Executive’s resignation without Good Reason or termination
by the Company for Cause (except as required by applicable law), any portion of
Executive’s accrued but unpaid vacation pay through the date of death or
termination of employment; and (iv) any reimbursements that Executive is
entitled to receive under Section 3A(e)(i) of this Agreement.


 


(g)                                 OTHER BENEFITS.  Upon termination of Executive’s employment
prior to expiration of the Term, Executive shall remain entitled to receive any
vested benefits or amounts that Executive is otherwise entitled to receive
under any plan, policy, practice or program of, or any other contract or
agreement with, the Company in accordance with the terms thereof (other than
any such plan, policy, practice or program of the Company that provides
benefits in the nature of severance or continuation pay).


 


2.                                       CONFIDENTIAL INFORMATION;
NON-SOLICITATION; AND PROPRIETARY RIGHTS.


 


(a)                                 CONFIDENTIALITY.  Executive
acknowledges that, while employed by the Company, Executive will occupy a
position of trust and confidence.  The Company, its subsidiaries and/or
affiliates may provide Executive with “Confidential Information” as referred to
below.  Executive shall not, except in connection with the good faith
performance by Executive of his duties hereunder, as required by applicable law
or in connection with the enforcement of his rights under this Agreement,
without limitation in time, communicate, divulge, disseminate, disclose to
others or otherwise use, any Confidential Information regarding the Company
and/or any of its subsidiaries and/or affiliates.


 


“Confidential Information”
shall mean information about the Company or any of its subsidiaries or
affiliates, and their respective businesses, employees, consultants,
contractors, clients and customers that is not disclosed by the Company or any
of its subsidiaries or affiliates for financial reporting purposes or otherwise
generally made available to, or in the possession of, the public (other than by
Executive’s breach of the terms hereof) and that was learned or developed by
Executive in the course of employment by the Company or any of its subsidiaries
or affiliates, including (without limitation) any


 


7

















 


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.  Notwithstanding the foregoing
provisions, if Executive is required to disclose any such confidential or proprietary
information pursuant to applicable law or a subpoena or court order, Executive
shall promptly notify the Company of any such requirement so that the Company
may seek an appropriate protective order or other appropriate remedy or waive
compliance with the provisions hereof.  Executive shall reasonably
cooperate with the Company (at the Company’s sole expense) to obtain such a
protective order or other remedy.  If such order or other remedy is not
obtained prior to the time Executive is required to make the disclosure, or the
Company waives compliance with the provisions hereof, Executive shall be
permitted to disclose only that portion of the confidential or proprietary
information which he is advised by counsel that he is legally required to so
disclose.  Executive 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.  Executive agrees to
deliver or return to the Company, at the Company’s request at any time or upon
termination or expiration of Executive’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
Executive in the course of Executive’s employment by the Company and its
subsidiaries or affiliates, other than Executive’s personal files that do not
contain Confidential Information and a copy of Executive’s rolodex.  As
used in this Agreement, “subsidiaries”
and “affiliates”
shall mean any company controlled by, controlling or under common control with the
Company.  A company, corporation, partnership, limited liability company,
joint venture or other entity (“Person”) shall be deemed to “control” another
Person if such Person owns, directly or indirectly, or controls the right to
vote, more than 50% of the equity of such other Person.


 


(b)                                NON-SOLICITATION OF
EMPLOYEES.  Executive recognizes that he may possess
Confidential Information about other employees, consultants and contractors 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.  Executive recognizes that the information he
possesses about these other employees, consultants and contractors is not
generally known, may be 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 Executive because of
Executive’s business position with the Company.  Executive agrees that,
during the eighteen (18) month period following his termination of employment
with the Company for any reason (the “Restricted Period”), Executive will
not, directly or indirectly, solicit or recruit any employee of (i) the
Company and/or (ii) its subsidiaries and/or affiliates with whom Executive
has had direct contact during his employment hereunder, in all cases, for the
purpose of being employed by Executive or by any business, individual,
partnership, firm, corporation or other entity on whose behalf Executive is
acting as an agent, representative or employee and that Executive will not
convey any such Confidential Information or trade secrets about employees of
the Company or any of its subsidiaries or affiliates to any other person except
within the scope of Executive’s duties hereunder.  Notwithstanding the
foregoing, Executive is not precluded from soliciting any individual who (i) responds
to any general public advertisement or general solicitation; (ii) has been
terminated by the Company prior to the solicitation; or (iii) was
Executive’s personal assistant or secretary.


 


(c)                                 NON-SOLICITATION OF
CUSTOMERS.  During the Restricted Period, Executive shall not,
without the written consent of the Company, solicit, request or instruct,
directly or indirectly, any venue, promoter, touring artist, team, league or
any other party, in each case with respect to which the Company and or any of
its subsidiaries or affiliates provided such party with services pursuant to a
contractual relationship during the last twelve (12) months of the Term
(collectively, the “Business Partners”) to use the services of any
competitor of the Company in a manner that could reasonably be expected to
result in the cessation or a material reduction in the amount of business
between the Business Partners and the Company and/or any of its subsidiaries or
affiliates.  For the avoidance of doubt, Executive may solicit Business
Partners during the Restricted Period with respect to transactions or matters
that are not competitive with the business of the Company and/or any of its
subsidiaries or affiliates without being in violation of this Section 2(c).


 


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(d)           PROPRIETARY RIGHTS; ASSIGNMENT. 
All Employee Developments (defined below) shall be considered works made for
hire by Executive for the Company or, as applicable, its subsidiaries or
affiliates, and Executive agrees that all rights of any kind in any Employee
Developments belong exclusively to the Company.  In order to permit the
Company to exploit such Employee Developments, Executive shall promptly and
fully report all such Employee Developments to the Company.  Except in
furtherance of his obligations as an employee of the Company, Executive shall
not use or reproduce any portion of any record associated with any Employee
Development without prior written consent of the Company or, as applicable, its
subsidiaries or affiliates.  Executive agrees that in the event actions of
Executive are required to ensure that such rights belong to the Company under
applicable laws, Executive will cooperate and take whatever such actions are
reasonably requested by the Company, whether  during or after the
Term, and without the need for separate or additional compensation.  “Employee Developments” means any idea,
know-how, discovery, invention, design, method, technique, improvement,
enhancement, development, computer program, machine, algorithm or other work of
authorship, in each case, (i) that (A) concerns or relates to the
actual or anticipated business, research or development activities, or
operations of the Company or any of its subsidiaries or affiliates, or (B) results
from or is suggested by any undertaking assigned to Executive or work performed
by Executive 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, or (C) uses, incorporates or is based on Company equipment, supplies,
facilities, trade secrets or inventions of any form or type, and (ii) that
is developed, conceived or reduced to practice during the period that Executive
is employed with the Company.  All Confidential Information and all
Employee Developments are and shall remain the sole property of the Company or
any of its subsidiaries or affiliates.  Executive shall acquire no
proprietary interest in any Confidential Information or Employee Developments
developed or acquired during the Term.  To the extent Executive may, by
operation of law or otherwise, acquire any right, title or interest in or to
any Confidential Information or Employee Development, Executive hereby assigns
and covenants to assign to the Company all such proprietary rights without the
need for a separate writing or additional compensation.  Executive shall,
both during and after the Term, upon the Company’s request, promptly execute,
acknowledge, and deliver to the Company all such assignments, confirmations of
assignment, 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 period that Executive is employed with the
Company hereunder, Executive shall adhere to the policies and standards of
professionalism set forth in the Company’s Policies and Procedures applicable
to all employees of the Company and its subsidiaries and/or affiliates as they
may exist from time to time.


 


(f)            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 Executive’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 that any restriction in this Section 2
is excessive in duration or scope or is unreasonable or unenforceable under
applicable law, 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 applicable law.


 


3.             TERMINATION OF
PRIOR AGREEMENTS.  This Agreement constitutes the entire
agreement between the parties and, as of the Effective Date, terminates and
supersedes (i) any and all prior agreements and understandings (whether written
or oral) between the parties with respect to the subject matter of this
Agreement, and (ii) the Prior Employment Agreement.  Executive and
the Company acknowledge and agree that neither of them, nor anyone acting on
either of their behalf, has made to the other, and is not making to the other,
and in executing this Agreement,
each of them has not relied upon, any representations, promises or inducements
of the other, except to the extent the same is expressly set forth in this
Agreement.


 


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4.             ASSIGNMENT; SUCCESSORS.  This Agreement
is personal in its nature and none of the parties hereto shall, without the
consent of the other, 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 (a “Transaction”) 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 in the event of any such assignment or Transaction,
all references herein to the “Company” shall refer to the Company’s assignee or
successor hereunder.


 


5.             WITHHOLDING.  The Company
shall make such deductions and withhold such amounts from each payment and
benefit made or provided to Executive 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.             REMEDIES FOR BREACH.  Executive
expressly agrees and understands that in the event of any termination of
Executive’s employment by the Company during the Term, the Company’s
contractual obligations to Executive shall be fulfilled through compliance with
its obligations under Section 1 of the Standard Terms and Conditions.


 


Executive
expressly agrees and understands that the remedy at law for any breach by
Executive of Section 2 of the Standard Terms and Conditions may 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 Executive’s violation of any provision of such Section 2,
the Company shall be entitled to seek from any court of competent jurisdiction
immediate injunctive relief 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 shall be deemed to limit the
Company’s remedies at law or in equity for any breach by Executive of any of
the provisions of this Agreement, including Section 2, which may be
pursued by or available to the Company.


 


8.             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.


 


9.             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.


 


10.           INDEMNIFICATION .


 


Without
limiting any of Executive’s rights to indemnification under the Company’s
by-laws, articles of incorporation, applicable law or otherwise, the Company
shall indemnify, defend and hold Executive harmless for any claims, costs,
liabilities, expenses and judgments (including without limitation reasonable
attorney’s fees and costs) arising from, in connection with or as a result of
any acts and omissions in Executive’s capacity as an officer, director and/or
employee of the Company and/or any of its subsidiaries to the maximum extent
permitted under applicable law, including the advancement of fees, costs, and
expenses.  This Section 10 shall survive the termination or
expiration of Executive’s employment and this Agreement.


 


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EXHIBIT A


 


FORM OF RELEASE


 


11

















 


SETTLEMENT
AND RELEASE AGREEMENT


 


This Settlement and Release Agreement
(the “Agreement”) is entered into by and between Ticketmaster L.L.C. 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 Eric
Korman, on behalf of himself and his 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
                                      ,
20       (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. 
Furthermore, Employee understands and agrees that if he has been
terminated for cause, any stock options that had been granted to him will have
been cancelled pursuant to the terms of his stock option agreement.


 


2.             Release
of Known and Unknown Claims.


 


(a)           In consideration
of the payments to be made by Ticketmaster pursuant to Section 1 of the
Employment Agreement between Ticketmaster and the Employee dated July 27,
2009 (the “Employment Agreement”), 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;


 


12

















 


defamation; fraud;
fraudulent inducement; or emotional distress; and any and all other claims or
torts whatsoever, all to the fullest extent permitted by law.


 


(b)           Except as provided in Section 1
of the Employment Agreement and the obligations to Employee under Section 1
of the Employment Agreement, Employee acknowledges and agrees that the Company
has fully satisfied any and all obligations owed to him arising out of his
employment with the Company, and no further sums are owed to him.  Employee understands and agrees that any
amounts payable under Section 1 of the Employment Agreement are 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.


 


(c)           Nothing in this Section 2 shall
be deemed to release (i) Employee’s rights under the provisions of the
Employment Agreement or award agreements which are intended to survive
termination of employment, (ii) Employee’s rights, if any, to any vested
benefits as of Employee’s last day of employment with the Company, (iii) Employee’s
rights to indemnification under any indemnification agreement he has with the
Company or under the Company’s charter or bylaws, or to whatever coverage
Employee may have under the Company’s directors’ and officers’ insurance policy
for acts and omissions when Employee was an officer or director of the Company,
(iv) any claim that cannot be waived under applicable law, including any
rights to workers’ compensation or unemployment insurance, or (v) Employee’s
rights as a stockholder.


 


3.                                       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 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 Section 2,
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.


 


4.             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 


 


13

















 


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.


 


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 this Agreement.  Employee
agrees that this Agreement is confidential and Employee will not disclose the
existence of this Agreement or any of the terms of this Agreement 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.


 


7.             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.


 


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.


 


9.             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.


 


10.           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.


 


11.           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.


 


12.           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

















 


13.           Entire Agreement.  This Agreement, together with the
Employment Agreement dated as of July 27, 2009 and any equity award
agreements between Employee and the Company (or its predecessors) contain 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.


 


14.           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.


 


15.           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.


 


16.           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:
                      ,
      

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TICKETMASTER L.L.C.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DATED:
                      ,
      

  	
  By:

  	
   

  	
   

  



 


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