EX-10.3 Amended & Restated Employment Agreement



 







EXHIBIT 10.3




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into
as of this 9th day of August, 2006, by and between Hollywood Media Corp., a Florida corporation
(“HMC”), and Mr. Scott Gomez, a Florida resident (the “Employee”).



RECITALS





	A.	 	The Employee currently serves as the Chief Accounting Officer of HMC pursuant to a written
Employment Agreement with HMC entered into as of May 19, 2005 (the “Current Employment
Agreement”).






	B.	 	The Employee is a certified public accountant and is experienced in, and knowledgeable
concerning, one or more aspects of the business of HMC and is able to render services to HMC
that are of a special, unique, extraordinary and intellectual character concerning HMC’s
business; and






	C.	 	HMC and the Employee mutually desire to amend and restate the Current Employment Agreement in
order to agree upon the revised terms of the Employee’s future employment with HMC and related
matters as provided in this Agreement.





AGREEMENT




     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the
parties agree as follows:



     1. Term and Employment Period. HMC shall employ the Employee, and the Employee shall
serve HMC, on the terms and conditions set forth herein for the period commencing on and as of the
date of this Agreement and ending on April 13, 2010 (the “Initial Term”), unless terminated
earlier in accordance with the terms of this Agreement; provided, however, that the
term of this Agreement shall be extended for additional one-year periods (each, an “Extension
Term”) unless any party notifies the other party in writing at least thirty (30) days prior to
the expiration of the Initial Term or any Extension Term. The Initial Term, together with any
Extension Term, is collectively referred to as the “Employment Period.” Effective as of
the date of this Agreement, that certain Employment Agreement, dated as of April 2, 2003, by and
between HMC and the Employee (the “Prior Agreement”) is hereby terminated and cancelled in
all respects, and no party thereto or hereto has any obligation to the other under the Prior
Agreement.



     2. Duties, Responsibilities and Authority of the Employee.



     (a) During the Employment Period, Employee shall: (i) serve as the Chief Accounting Officer of
HMC; (ii) report to the Chief Executive Officer or the President of HMC (each, a
“Supervisor”); provided, if HMC has any person other than Employee sign the
certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, the Chief
Executive Officer or the Board of Directors of HMC shall be permitted in their sole discretion to
designate additional Supervisors of Employee under this Agreement; provided
further, that any additional Supervisor shall be an executive officer of HMC; and (iii)
diligently and faithfully perform all duties and responsibilities befitting the foregoing position
as may be assigned to him from time to time by or upon the authority of Board of Directors of HMC
or any Supervisor. Such duties shall specifically include, but not be limited to, managing the
internal accounting departments of HMC and each of its consolidated subsidiaries. The Employee
shall at all times perform his duties and responsibilities under this Agreement and conduct HMC’s
business in compliance with all applicable laws, rules, regulations or ordinances and in compliance
with any judgments, order or decrees or other legal obligations binding on HMC.



 









 





     (b) During the Employment Period, Employee shall devote all of his working time to the
performance of the services required under this Agreement and shall not engage in any other
business matters, except that Employee may serve on educational, religious, civic or charitable
boards or committees and/or make and attend to personal business activities (“Permitted
Collateral Activities”) so long as: (i) none of the Permitted Collateral Activities directly or
indirectly (or through any affiliated entity) competes or expects to compete with the business of
HMC or any other HMC Entity (as defined below) anywhere in the world; (ii) such Permitted
Collateral Activities do not impair or interfere with Employee’s performance of his duties
hereunder; (iii) Employee does not, by reason of his Permitted Collateral Activities, materially
reduce his time and attention to HMC’s business and interests in comparison to that which he has
devoted during the years of his employment with HMC prior to this Agreement; (iv) such Permitted
Collateral Activities are conducted in a manner that does not impair HMC’s business or its
employees, and do not impose any expenses or costs upon HMC or any other HMC Entity; and (v) the
Permitted Collateral Activities do not involve any employees or consultants of, or utilize any
assets, resources or equipment of, HMC or any other HMC Entity. For purposes of this Agreement,
HMC and its subsidiaries, together with any nonconsolidated businesses of HMC, including
MovieTickets.com and Netco Partners, are referred to herein as the “HMC Entities” or
individually as an “HMC Entity.”



     3. Compensation.



     (a) Base Salary. The Employee shall be paid a base annual salary during the period he
is employed hereunder at the annual rate of one hundred seventy five thousand dollars ($175,000)
(the “Base Salary”), with such Base Salary (i) to be deemed effective as of April 14, 2005
(the “Effective Date”) and (ii) payable in installments consistent with HMC’s normal
payroll schedule, subject to applicable withholding and other taxes. In addition, during the
Employment Period the Base Salary shall be increased by twenty-five thousand dollars ($25,000) on
each anniversary of the Effective Date.



     (b) Stock Options. On the date of this Agreement, the Employee shall be granted
options to purchase 25,000 shares (the “Options”) of HMC’s common stock, par value $.01 per
share (the “Common Stock”). The Options will have an exercise price equal to the closing
sale price of the Common Stock on the Nasdaq National Market on the trading day immediately
preceding the date of this Agreement. The Options will be fully vested as of the date of this
Agreement and will have a five-year term from the date of grant. The Options shall be granted
under (and therefore subject to all terms and conditions of) HMC’s applicable stock option plan, as
amended, and any successor plan thereto and all rules and regulations of the Securities and
Exchange Commission applicable to stock option plans.



     (c) Annual Bonuses. In addition to the Base Salary set forth above, the Employee
shall have the right to receive additional cash bonuses as follows:




	 	(i)	 	Signing Bonus. Upon the execution of this Agreement, the
Employee shall be entitled to receive a cash bonus in the amount of twenty-five
thousand dollars ($25,000), which shall be payable within ten (10) days of such
date of execution.
	 
	 	(ii)	 	Annual Bonuses. On each anniversary of the Effective Date, in
each case if the Employee is employed by HMC on such anniversary date, the
Employee shall be entitled to receive a cash bonus in the amount of twenty-five
thousand dollars ($25,000), which shall be payable within ten (10) days of the
applicable anniversary date.
	 
	 	(iii)	 	Discretionary Bonuses. The Employee shall also be entitled to
receive any performance or merit bonuses as may be awarded by the Compensation
Committee of the Board of Directors of HMC in its sole discretion.




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     (d) Change of Control Bonus. In addition to the Base Salary and annual bonuses set
forth above, the Employee shall have the right to receive an additional cash bonus upon a change of
control of HMC as follows:




	 	(i)	 	Bonus Payment. Upon the consummation of a Change of Control (as
defined below) at any time during the Employment Period, the Employee will be
entitled to receive from HMC a lump sum payment in cash equal to the salary and
annual bonuses payable to the Employee under the terms of this Agreement for the
two (2) year period following the date of such Change of Control (less
applicable payroll deductions) (the “Bonus Payment”); subject to the
terms set forth herein, including, but not limited to the employment commitment
described in Section 3(d)(iii) below. Notwithstanding the foregoing, if on the
date of Change of Control there are less than two (2) years remaining in the
Employment Period, then, for purposes of calculating the Bonus Payment only, the
final year of the Employment Period shall be deemed to have been extended by a
period of time sufficient to allow payment of the full two (2) years of the
Bonus Payment. For purposes of this Agreement, “Change of Control”
shall mean any of the following: (A) the acquisition by any person, entity or
group of fifty-one percent (51%) or more of HMC’s voting securities and
HMC’s current members of the Board of Directors (the “Board”) cease to
constitute at least a majority of the Board; (B) HMC’s current Board members (or
persons appointed by them) cease to constitute at least a majority of the Board;
(C) HMC’s shareholders approve a reorganization, merger or consolidation that
results in current shareholders holding less than fifty-one percent (51%) of
HMC’s stock and HMC’s current Board members cease to constitute at least a
majority of the Board; (D) the shareholders of HMC approve (1) a plan of
liquidation or dissolution of HMC or (2) an agreement for the sale or
disposition by HMC of all or substantially all of its assets, and such plan or
agreement is consummated; or (E) more than fifty percent (50%) of the capital
stock or assets of any corporation or entity containing or comprising any two
Major Divisions (as defined below) or substantial portion thereof, is acquired
by any person, entity or group in any form of transaction whether by stock
purchase, sale of assets or merger, consolidation, spinoff or otherwise, or if
any such corporation or entity merges or consolidates with a person or entity
that is not a subsidiary of HMC. A “Major Division” includes any of
HMC’s divisions or segments or assets known as Broadway Ticketing, Data Business
or Hollywood.com.
	 
	 	(ii)	 	Additional Bonus Trigger. If the Employee is terminated without
Cause or resigns for Good Reason (as each term is defined below) (collectively,
a “Termination”), and a Change of Control occurs within six (6) months
after such Termination (or within twelve (12) months after such Termination if,
prior to such Termination, HMC was involved in documented negotiations that
resulted in such Change of Control) (collectively, the “Additional Bonus
Trigger”), then the Employee shall be entitled to receive from HMC, in lieu
of receiving any additional Termination Payments in accordance with Section
12(d)(i) below, (A) the Bonus Payment plus (B) a lump sum payment in
cash equal to the increased Base Salary that would have been payable to the
Employee during the Transition Period (as defined below) if the Termination had
not occurred minus (C) any Termination Payments made to the Employee
prior to the date of Change of Control in accordance with Section 12(d)(i) below
(collectively, the “Pre-Closing Termination Bonus Payment”).
	 
	 	(iii)	 	Employment Commitment. If the Change of Control occurs while
Employee is actively employed by HMC, then, as a condition of receipt of the
full Bonus Payment, the Employee agrees to continue his employment, and HMC
agrees to continue employing




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	 	 	 	Employee, during a transition period of at least six (6) months following the
date of the Change of Control even if not then otherwise obligated to remain
employed under Section 1 of this Agreement (the “Transition Period”);
provided, that the Company shall have the option to extend the
Transition Period up to an additional six (6) months (the “Extended
Transition Period”). During the Transition Period and the Extended
Transition Period, if applicable, the Base Salary payable to the Employee in
accordance with Section 3(a) above shall be increased by fifty percent (50%).
	 
	 	(iv)	 	Timing of Bonus Payments.






	 	(A)	 	If the Change of Control occurs while the Employee
is employed by HMC, then (1) fifty percent (50%) of the Bonus Payment
will be paid to the Employee by HMC upon the date of the Change of
Control and (2) fifty percent (50%) of the Bonus Payment will be held in
an interest bearing escrow account, with principal and interest to be
paid to the Employee by HMC upon the expiration of the Transition Period
(the “Escrowed Payment”), subject to the Employee’s execution of
a Mutual Release (as defined below); provided, that the Employee
is not terminated for Cause or does not voluntarily resign for a reason
other than Good Reason (as each term is defined below) prior to the
expiration of the Transition Period.
	 
	 	(B)	 	If the Pre-Closing Termination Bonus Payment is
owed to Employee, then, subject to the Employee’s execution of a Mutual
Release, one hundred (100%) of the Bonus Payment will be paid to the
Employee by HMC upon the date of the Change of Control.
	 
	 	(C)	 	For purposes of this Agreement, “Mutual
Release” shall mean a written release by Employee and HMC of any and
all employment related claims either party may assert against the other
(excluding claims for amounts which may be deliverable pursuant to this
Agreement, any claims for earned compensation not yet paid to Employee or
unexpired options or any claims covered by HMC’s indemnification
obligations to the Employee).






	 	(v)	 	Additional Compensation. In the event of a Change of Control,
then, in addition to the Bonus Payment or Pre-Closing Termination Bonus Payment,
the Employee would also be entitled to: (A) full vesting of any
options or shares held by the Employee to the extent not already fully vested; and (B) in
the event that the Bonus Payment is deemed to be an “excess parachute payment”
under Section 280G of the Internal Revenue Code, then the Bonus Payment shall be
increased by an amount sufficient to place the Employee in the same financial
position that he would have been in had the Bonus Payment not been deemed an
“excess parachute payment.”





     4. Place of Performance. Except for required travel on HMC’s business, the Employee
shall be based at HMC’s offices in Boca Raton, Florida or, as HMC may from time to time determine
in its sole discretion, at such other location within a thirty-mile (35) radius thereof.



     5. Vacation. The Employee shall be entitled to twenty (20) days of paid vacation per
year, accruable in accordance with HMC’s general vacation policy.



     6. Employee Benefits. The Employee shall be eligible to participate in all employee
benefit plans and benefit programs of HMC in effect during the Employment Period to the same extent
as other active
officers of HMC. HMC may, without notice, change, modify, amend, or terminate any employee benefit
plans and benefit programs that may be in effect either on the date of this Agreement or as may be
adopted later.



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     7. Trade Secrets. The Employee acknowledges and agrees that, among the Employee’s
duties for HMC, the Employee will be employed by HMC in a position that could provide him access to
designs, plans, information, practice improvements, developments, ideas or discoveries, whether
patentable or unpatentable, which afford HMC competitive advantages, and which HMC takes steps to
protect the confidentiality thereof (collectively hereinafter referred to as “Trade
Secrets”). The Employee acknowledges that all Trade Secrets shall be and remain the sole and
exclusive property of HMC. The Employee hereby assigns, and agrees to assign, to HMC all of the
Employee’s right, title and interest in and to any and all Trade Secrets developed by the Employee
in the scope of his employment by HMC.



Employee’s Initials  /s/ SG                                             




     8. Copyrights. The Employee agrees that all right, title and interest in any and all
copyrights, copyright registrations and copyrightable works that the Employee authors or creates in
the scope of his employment with HMC shall be the sole and exclusive property of HMC, and agrees
that such works comprise works made for hire. The Employee hereby assigns, and agrees to assign,
all right, title and interest in any and all copyrights, copyright registrations and copyrightable
works authored or created by the Employee in the scope of his employment by HMC.



Employee’s Initials  /s/ SG                                             




     9. Non-Solicitation.



     (a) Covenant Not to Solicit or Interfere. Except in connection with his performance
of services for HMC or any HMC Entity, the Employee agrees that, during the Employment Period and
for a period of one (1) year immediately following termination of the Employee’s employment with
HMC or any HMC Entity, the Employee shall not interfere with the business of HMC or any HMC Entity
within the United States, Canada or Europe in any manner for the purpose of (i) hiring away any
employees of HMC or any HMC Entity or (ii) soliciting customers or business relationships of HMC or
any HMC Entity. Particularly, but without limitation, the Employee shall not, directly or
indirectly, for himself or for any other person, firm, corporation, partnership, sole
proprietorship, association, venture or business or any other entity (A) solicit the termination of
employment of, attempt to divert any employee, employ or attempt to employ or enter into a
contractual arrangement with any employee or former employee of HMC or any HMC Entity, unless such
employee or former employee has not been employed by HMC or any HMC Entity for a period in excess
of one (1) year or the Chief Executive Officer of HMC consents in writing to such employment or
contractual arrangement, and/or (B) call on or solicit any of the actual or targeted prospective
customers and/or clients of HMC or any HMC Entity on behalf of any person or entity in connection
with any business that competes with HMC or any HMC Entity, nor shall the Employee make known the
names and addresses of such customers and/or clients or any information relating in any manner to
HMC’s or any HMC Entity’s trade or business relationships with such customers and/or clients, other
than in connection with the performance of his employment duties for HMC or any HMC Entity, nor
shall the Employee divert or attempt to divert any business or customer of HMC or any HMC Entity.



     (b) Blue Pencilling. In the event any provision of this Section 9 is held by an
arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless
continue in full force without being impaired or invalidated in any way. Without in any way
limiting the generality of the preceding sentence, in the event the non-solicitation covenant
contained herein, in the view of a court or arbitrator asked to rule upon the issue, is deemed
unenforceable by reason of covering too large an area, too long a period of time or too many
business activities, then the same shall be deemed to cover only the
largest area, the longest time period or the most business activities, as the case may be, which
will not render it unenforceable (as determined by the court or arbitrator, as applicable).



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     (c) It is expressly recognized and agreed that the covenants set forth in this Section 9 are
for the purposes of restricting the activities of the Employee only to the extent necessary for the
protection of the legitimate business interests of HMC and the HMC Entities, and HMC and the
Employee agree that said covenants are reasonable for that purpose and that such covenants do not
and will not preclude the Employee from engaging in activities sufficient for the purpose of
earning a living.



     10. Proprietary Information. The Employee acknowledges and agrees that certain
non-public information obtained by the Employee relating or pertaining to HMC’s businesses,
projects, products, services, trade secrets, confidential information (including methods of
operations and financial information), unpublished know-how (whether patented or unpatented) and
other business information not easily accessible to other persons in the trade and which give HMC a
competitive advantage and which HMC takes steps to keep confidential (collectively, the
“Proprietary Information”), are proprietary in nature; provided, however,
there shall be excluded from the meaning of Proprietary Information any information which is or
becomes generally known within the industry through some non-confidential source other than the
Employee. The Employee acknowledges that the Proprietary Information shall be considered by the
Employee to be confidential, and the Employee covenants and agrees not to publish, disclose or
reveal (whether directly or indirectly) any part of the Proprietary Information to any entity or
person or use the same for his/her own purposes or personal gain or the purposes of other, during
the term of this Agreement or after its termination or expiration. Upon termination (voluntary or
otherwise) of the Employee’s employment with HMC, the Employee will return to HMC all things
belonging to HMC, and all documents, records, notebooks and tangible articles containing or
embodying any Proprietary Information, including copies thereof, then in the Employee’s possession
or control, whether prepared by the Employee or others, will be left with HMC.



Employee’s Initials  /s/ SG                                             




     11. Remedies. The Employee acknowledges that the Employee’s services are of a
special, unique, unusual, extraordinary and intellectual character with regard to the development
of HMC’s businesses and that in the each and every breach or violation or threatened breach or
violation by the Employee of any terms and conditions of this Agreement by the Employee (including
but not limited to Sections 7, 8, 9 and 10 above), HMC’s remedies at law may be inadequate and that
HMC, in addition to all other remedies available to it (including, without limitation, specific
performance of the provisions hereof), shall be entitled to seek to enjoin the commencement or
continuance thereof and may, with notice to the Employee, apply to any court of competent
jurisdiction for entry of equitable relief, including, without limitation, an immediate restraining
order or injunction.



Employee’s Initials  /s/ SG                                             




     12. Termination.



     (a) Death or Disability. In the event the Employee dies or becomes disabled during
the Employment Period, this Agreement shall terminate on the date on which death or disability
occurs and the sole remaining obligations of HMC under this Agreement shall be to pay the Employee
or the Employee’s named beneficiary or heirs any unpaid Base Salary or bonus amounts due the
Employee for the period through and until the date of the Employee’s disability or death and any
unreimbursed previously approved business expenses. For purposes of this Agreement, any
“disability” of the Employee shall be determined in accordance with the provisions of any long-term
disability policy then in effect for employees of HMC; provided, that if no such policy is
in effect, then the Employee shall be considered “disabled” when, as the result of injury or
sickness, the Employee has been wholly and continuously disabled and prevented from performing the
Employee’s duties for ninety (90) consecutive days.



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     (b) Cause.




	 	(i)	 	HMC may terminate the Employee’s employment and all of HMC’s
obligations hereunder solely for Cause (as defined in Section 12(b)(ii) below),
by written notice to the Employee particularizing the conduct constituting the
Cause (a “Termination Notice”). In the event HMC invokes its right to
terminate the Employee for Cause as described in this paragraph, HMC shall cause
a special meeting of the Board of Directors of HMC to be called and held at a
time mutually convenient to the Board of Directors and the Employee, but in no
event later than ten (10) business days after the delivery to Employee of the
Termination Notice. The Employee shall have the right to appear before such
special meeting with legal counsel of his choice to dispute any determination of
Cause specified in the Termination Notice, and any termination of the Employee’s
employment shall not be effective until the Employee is afforded such
opportunity to appear. If after such special meeting the Employee challenges
HMC’s interpretation of the definition of Cause and HMC and the Company are not
otherwise able to resolve such dispute, then such dispute shall be settled by
binding arbitration in accordance with Section 13(g) below.
	 
	 	(ii)	 	For purposes of this Agreement, “Cause” shall be defined
as (A) any act or omission of Employee that constitutes a willful and material
breach of this Agreement that is not remedied or cured by Employee within thirty
(30) days after receiving a Termination Notice particularizing the breach;
provided, that HMC and Employee acknowledge and agree that the failure
to file any report required to be filed by HMC with the Securities and Exchange
Commission in a timely fashion shall not be deemed a willful and material breach
of this Agreement unless due to an act or omission of Employee or any member of
the internal accounting departments of HMC or its consolidated subsidiaries, (B)
a knowing breach by Employee of any fiduciary duty or duty of loyalty owed to
HMC (as defined under Florida law) in his capacity as an officer of HMC that is
not remedied or cured by Employee within thirty (30) days after receiving a
Termination Notice particularizing the breach, (C) if the Employee (1) commits
any acts of dishonesty, fraud, misrepresentation or other acts of moral
turpitude resulting in material harm to HMC, or (2) purposefully engages in any
conduct that gives rise to material liability of HMC under applicable laws or
regulations, including, but not limited to, laws relating to discrimination and
harassment in employment, unless pursuant to an instruction from a Supervisor,
or (D) the conviction of the Employee of any crime (other than resulting from a
minor traffic violation).
	 
	 	(iii)	 	In the event HMC terminates this Agreement for Cause or in the
event the Employee voluntarily resigns from the employment of HMC for any reason
(other than for Good Reason as defined in Section 12(c) below) or by reason of
disability or death, HMC shall no longer be obligated to make any further
salary, bonus or other payments to the Employee except insofar as they have
accrued as of the date the Employee’s employment terminates. Other than as
expressly set forth hereinabove, upon any such termination, the Employee shall
cease to have any future rights under this Agreement, including but not limited
to Section 3(c) herein.





     (c) Good Reason. In the event that the Employee terminates his employment with HMC
for Good Reason (as defined below), the Employee shall be entitled to receive the Termination
Payments set forth in Section 12(d) below. For purposes of this Agreement, “Good Reason”
for termination shall mean the occurrence of any of the following: (i) any reduction in the
Employee’s Base Salary; (ii) any change made by HMC in the Employee’s title or position with HMC
such that he ceases to be the Chief Accounting Officer of



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HMC or that otherwise materially reduces his authority over the internal accounting departments of
HMC and each of its consolidated subsidiaries, including the appointment of a Supervisor of
Employee (other than the Chief Executive Officer, President or Chief Operating Officer of HMC) that
serves as a financial officer of HMC, unless such appointment is required by applicable law or
regulation; or (iii) any other material breach by HMC of its obligations under this Agreement that
is not corrected within sixty (60) days following the Employee’s written notice thereof to HMC.
Notwithstanding the foregoing, the Employee’s termination of employment with HMC shall not be
considered for Good Reason if (A) the Employee shall have consented in writing to the occurrence of
the event giving rise to the claim of termination for Good Reason, (B) unless the Employee shall
have delivered a written notice to any Supervisor within sixty (60) days of his having actual
knowledge of the occurrence of one of such events stating that he intends to terminate his
employment for Good Reason and specifying the factual basis for such termination (a
“Resignation Notice”), and such event shall not have been cured within sixty (60) days of
the receipt of such Resignation Notice. In addition to the foregoing, in the event Employee
terminates his employment with HMC for Good Reason pursuant to Section 12(c)(ii) above, Employee
agrees that such termination of employment shall not become effective until six (6) months after
the delivery of a Resignation Notice; provided, however, that HMC may determine
that such termination be effective on any date prior to the expiration of the required six (6)
month notice period, including, but not limited to, immediately upon receipt of a Resignation
Notice.



     (d) Other.




	 	(i)	 	HMC may, upon sixty (60) days’ notice, terminate the Employee’s
employment for reasons other than for Cause, in the sole discretion of HMC, by
written notice to the Employee. In the event that this Agreement is terminated
(A) by HMC other than for Cause, death or disability or (B) by the Employee for
Good Reason, upon the Employee’s prior voluntary execution of a written release
of any and all claims the Employee may assert against HMC, including without
limitation any claims for lost wages or benefits, stock options, compensatory
damages, punitive damages, attorneys’ fees, equitable relief or any other form
of damages or relief (excluding claims for amounts which may be payable pursuant
to this Agreement), which release shall be prepared by HMC, HMC shall be
obligated to pay the Employee (which shall constitute HMC’s sole obligation
hereunder):






	 	(1)	 	if such termination occurs at any
time other than during the Transition Period, (I) any Bonus due
and owing as calculated in accordance with Section 3(c)(ii) above
as of the effective date of such termination and (II) the Base
Salary described in Section 3(a) above for the shorter of (x) the
remainder of the Employment Period and (y) two (2) years after the
effective date of such termination (collectively, the
“Termination Payments”); provided, that if the
Employee shall have received the Bonus Payment or any portion
thereof in accordance with Section 3(d)(i) above, HMC shall have
no obligation to make any Termination Payments hereunder; or
	 
	 	(2)	 	if such termination occurs during the
Transition Period, (I) the Escrowed Payment plus (II) a lump sum
payment in cash equal to the increased Base Salary that would have
been payable to the Employee during the remainder of the
Transition Period in accordance with Section 3(d)(iii) above as if
such termination had not occurred.






	 	 	 	Other than as expressly set forth hereinabove, upon any such termination, the
Employee shall cease to have any further rights under this Agreement.




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	 	(ii)	 	The Termination Payments shall be payable by HMC in cash or
registered stock (as provided below), or partially in cash and partially in
registered stock, as determined by HMC in its sole discretion; provided,
that Termination Payments by HMC in registered stock shall not be permitted if,
under applicable federal securities laws, there are any restrictions on
Employee’s ability to freely trade such registered stock at the time of such
issuance based on Employee’s status as an affiliate of HMC. If HMC elects to pay
any of the Termination Payments in shares of registered stock, HMC shall issue
and deliver to the Employee, on a date (the “Issue Date”) no later than
the applicable date such Termination Payment is due, such number of
registered shares of common stock of HMC (or its successor) (“Termination Shares”)
equal to the quotient of (A) the dollar amount of the Termination Payment to be
paid in registered stock (the “Stock Payment Amount”) divided by (B) the
Fair Market Value (as defined in Section 12(c)(iii) below) per share of such
common stock as of the applicable Issue Date. The Employee shall comply, in
connection with any sales of such shares, with any reasonable request by HMC of
the Employee to coordinate such sales with or through one or more market makers
or other registered broker/dealers designated by HMC; provided, that at
a minimum Employee shall be permitted to sell any Termination Shares ratably
over a six (6) month period commencing on the Issue Date thereof.
	 
	 	(iii)	 	For purposes of this Agreement, “Fair Market Value” of a
share of common stock on any date of reference shall mean the Closing Price (as
defined below) of the common stock on the business day immediately preceding
such date. For the purpose of determining Fair Market Value, the “Closing
Price” of the common stock on any business day shall be (A) if the common
stock is listed or admitted for trading on any United States national securities
exchange, or if actual transactions are otherwise reported on a consolidated
transaction reporting system, the last reported sale price of common stock on
such exchange or reporting system, (B) if the common stock is quoted on the
National Association of Securities Dealers Automated Quotations System
(“NASDAQ”), or any similar system of automated dissemination of
quotations of securities prices in common use, the last reported sale price of
common stock on such system or, if sales prices are not reported, the mean
between the closing high bid and low asked quotations for such day of common
stock on such system, (C) if neither clause (A) or (B) is applicable, the mean
between the high bid and low asked quotations for the common stock as reported
by the National Quotation Bureau, Incorporated if at least two securities
dealers have inserted both bid and asked quotations for common stock on at least
five of the ten preceding days, or (D) if neither (A), (B) or (C) above is
applicable, then Fair Market Value shall be determined in good faith by the
Board of Directors of HMC.
	 
	 	(iv)	 	With respect to any particular issuance of Termination Shares, if
(A) Employee sells all such Termination Shares within 180 days following the
Issue Date thereof, (B) Employee complies in connection with such sales with the
requirements set forth in the last sentence of Section 12(d)(ii) above, and (C)
Employee’s total proceeds from such sales (net of brokerage costs) are less than
the applicable Stock Payment Amount, then HMC shall pay Employee an amount equal
to the amount by which such Stock Payment Amount exceeds the sum of (1) such net
proceeds from the sale of the Termination Shares and (2) the value of any and
all cash, stock dividends and/or any other consideration paid on the Termination
Shares to Employee.




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     13. General.



     (a) Notices. All notices, requests, consents and other communications, required or
permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by registered or certified mail, return receipt requested or when
sent by overnight delivery service or obtained signature for delivery.



	 	 	 
	If to the Employee at:
	 	Scott Gomez

12570 SW 151st Street, Unit #128

Miami, Florida 33186


	 
	 	 

	and if HMC, at:
	 	Hollywood Media Corp.

2255 Glades Road, Suite 221A

Boca Raton, FL 33431

Attention: Mitchell Rubenstein

                   Chief Executive Officer

Facsimile: (561) 998-2974

	 
	 	 

	with a copy to:
	 	Hollywood Media Corp.

2255 Glades Road, Suite 221A

Boca Raton, FL 33431

Attention: Legal Department

Facsimile: (561) 998-2974







     (b) Assignment. This Agreement shall inure to the benefit of, and shall be binding
upon, HMC and its successors and assigns, including any person with which HMC may merge,
consolidate or transfer all or substantially all of its assets. Insofar as the Employee is
concerned, this Agreement, being personal, cannot be assigned.



     (c) Governing Law. The validity, construction, performance and enforcement of this
Agreement shall be governed by the laws of the State of Florida, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws.



     (d) Captions. The section headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement



     (e) Entire Agreement. This Agreement contains the entire agreement between the
parties hereto and supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof.



     (f) Amendment. This Agreement may not be amended, modified, superseded, canceled,
renewed or extended other than by written instrument executed by both of the parties hereto, or in
the case of waiver, by the party waiving compliance.



     (g) Arbitration. Except as otherwise provided in Section 11 hereof, the Employee, HMC
and HMC each agree that any and all disputes and claims arising out of or related to the Employee’s
employment by HMC or the termination thereof, shall be submitted to binding arbitration in Palm
Beach County, Florida pursuant to the then-existing model employment dispute rules of the American
Arbitration Association (“Rules”), before three (3) arbitrators to be selected pursuant to
the then-existing Rules. THE EMPLOYEE HEREBY ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT, IN
AGREEING TO SUBMIT SUCH DISPUTES AND/OR CLAIMS TO ARBITRATION, EACH OF THE EMPLOYEE AND HMC GIVE UP
THE RIGHT TO HAVE THE DISPUTE(S) OR CLAIMS(S) HEARD IN A COURT OF LAW BY A JUDGE



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OR JURY. However, nothing herein shall in any way limit either the Employee’s, HMC’s statutory
rights and/or remedies, all of which are reserved and may be alleged in the arbitration process,
and nothing herein shall in any way limit HMC’s rights under Section 11 hereof. Moreover, nothing
herein shall restrict any resort to any statutory agency charged with enforcing any of the
Employee’s or HMC’s statutory rights and/or remedies; however the review of any such agency’s
actions shall be had before the arbitrators as discussed above and not before a judge or jury. By
signing this Agreement, the Employee understands that the Employee may not have a jury decide any
dispute or claim, but that any such dispute or claim shall be decided only by the arbitrators. The
arbitrators shall issue a written decision, including the arbitrators’ written findings and
conclusions upon which any award is based. Each party shall bear its own costs and expenses and an
equal share of the arbitrators’ and administrative fees of arbitration, except that the arbitrators
shall be authorized, in their discretion, to award fees and expenses to a prevailing party in the
interests of justice.



     (h) Waiver. The failure of either party at any time or times to require performance
of any provision hereof shall in no manner affect the right at a later time to enforce the same.
No waiver by either party of the breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such breach, or waiver of the breach of any other term or
covenant contained in this Agreement.



     (i) Agents for HMC for this Agreement. The parties agree that the Employee shall not
and is not permitted to take any action or make any decision for or on behalf of or in the name of
HMC with respect to HMC’s exercise of its rights under or with respect to this Agreement.



     (j) Severability. Invalidity or unenforceability of any provision of this Agreement
shall in no way affect the validity or enforceability of any other provisions.



     (k) SEC Filing. The Employee acknowledges that HMC may file this Agreement as part of
its filing requirements with the U.S. Securities and Exchange Commission and the Employee consents
to such filing as determined and made by HMC in its sole discretion.



     (l) Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.



[Signatures to Follow]





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     IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first
above written.



	 	 	 	 	 
	 	HOLLYWOOD MEDIA CORP.

 	 
	 	/s/ Mitchell Rubenstein
 	 
	 	Name:  	Mitchell Rubenstein 	 
	 	Title:  	Chief Executive Officer 	 
	 
	 	THE EMPLOYEE:

 	 
	 	/s/ Scott Gomez
 	 
	 	Scott Gomez 	 
	 	 	 
	 




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