UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


AMENDMENT
NO. 1


(Mark
One)





x
                  ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
      ACT OF 1934For
      the fiscal year ended December
      31, 2009




 ̈
                  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934For
      the transition period from ___________ to
    _________________





Commission
File No.      1-14332





HOLLYWOOD
MEDIA CORP.


(Exact
name of registrant issuer as specified in its charter)





Florida
              
              65-0385686(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)





2255
      Glades Road, Suite 221ABoca
      Raton, Florida
              
              33431(Address
      of principal executive
                offices)
              
              (Zip
      Code)





(561)
      998-8000


(Registrant’s
telephone number)





Securities
registered under Section 12(b) of the Act:





Title
      of each class
                
                Name
      of each exchange on which registeredCommon stock, par value $.01 per
      share
                
                NASDAQ Global
  Market





Securities
registered pursuant to Section 12(g) of the Act:  None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes    ̈No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes   ̈No  x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


YesxNo ̈





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained therein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
accelerated filer    ̈                                                                Accelerated
filer   ̈





Non-accelerated
filerx                                                               Smaller reporting company ̈


(Do not
check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.).


Yes   ̈No  x





The
aggregate market value of the registrant’s common stock, $.01 par value, held by
non-affiliates as of June 30, 2009, computed by reference to the last sale price
of the common stock on June 30, 2009 as reported by Nasdaq, was $35,386,885, as
calculated under the following assumptions.  For purposes of this
computation, all executive officers, directors, and beneficial owners of 10% or
more of the registrant’s common stock known to the registrant, have been deemed
to be affiliates, but such calculation should not be deemed to be an admission
that such directors, officers or beneficial owners are, in fact, affiliates of
the registrant.





As of
April 27, 2010, there were 31,179,066 shares of the registrant’s common stock,
$.01 par value, outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE:  None.










EXPLANATORY
NOTE





Hollywood
Media Corp. (“Hollywood Media”) is filing this Form 10-K/A to make the following
amendments to its Annual Report on Form 10-K for the fiscal year ended December
31, 2009:





1.
            To
      set forth the information required by Items 10, 11, 12, 13 and 14 in Part
      III of the Form 10-K, because a definitive proxy statement containing such
      information will not be filed by Hollywood Media within 120 days after the
      end of the fiscal year covered by the Form
10-K.





2.
            Item
      15 in this Form 10-K/A restates the entire Item 15 of the Form 10-K to
      which this Form 10-K/A relates, with the only changes being the addition
      of Exhibits 31.3 and 31.4 filed herewith and related
      footnotes.




i


PART
III





Item
10.  DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE.





Directors
and Executive Officers




The size
of Hollywood Media’s Board of Directors is currently set at six, and there are
currently six incumbent directors serving on the Board. Hollywood Media’s
executive officers are elected by the Board of Directors and serve at the
discretion of the Board, subject to the terms and conditions of each officer’s
employment agreement with Hollywood Media. The following table sets forth
certain information concerning each of the incumbent directors and executive
officers of Hollywood Media as of the date of this Form 10-K/A.




Name
                      
                      Age
                      
                      PositionMitchell
      Rubenstein
                      
                      56
                      
                      Chairman
      of the Board and Chief Executive OfficerLaurie
      S. Silvers
                      
                      58
                      
                      Vice
      Chairman of the Board, President and SecretaryScott
      A. Gomez
                      
                      34
                      
                      Chief
      Accounting OfficerHarry
      T. Hoffman
                      
                      82
                      
                      DirectorRobert
      D. Epstein
                      
                      65
                      
                      DirectorSpencer
      Waxman
                      
                      45
                      
                      DirectorStephen
      Gans
                      
                      37
                      
                      Director









Mitchell Rubenstein is a
founder of Hollywood Media and has served as its Chairman of the Board and Chief
Executive Officer since its inception in January 1993. Mr. Rubenstein was a
founder of the Sci-Fi Channel, a cable television network that was acquired from
Mr. Rubenstein and Laurie Silvers by USA Network in March 1992. Mr. Rubenstein
served as President of the Sci-Fi Channel from January 1989 to March 1992 and
served as Co-Vice Chairman of the Sci-Fi Channel from March 1992 to March 1994.
Prior to founding the Sci-Fi Channel, Mr. Rubenstein practiced law for 10 years.
Mr. Rubenstein received a J.D. degree from the University of Virginia School of
Law in 1977 and a Masters in Tax Law (LL.M.) from New York University School of
Law in 1979. He currently serves on the NYU Tax Law Advisory Board and is a
member of the Founders Society, New York University, and is a member of the
University of Virginia School of Law Business Advisory Council. He also serves
on the Board of Advisors of Jewish Life at Duke University, which includes the
Freeman Center for Jewish Life at Duke and the Rubenstein-Silvers Hillel at
Duke. Together with Ms. Silvers, Mr. Rubenstein was named Co-Business Person of
the Year, City of Boca Raton, Florida in 1992. Mr. Rubenstein is married to
Laurie S. Silvers.





Laurie S. Silvers is a
founder of Hollywood Media and has served as its Vice-Chairman, President and
Secretary since its inception in January 1993. Ms. Silvers was a founder of the
Sci-Fi Channel, of which she served as Chief Executive Officer from January 1989
to March 1992 and Co-Vice Chairman from March 1992 to March 1994. Prior to
founding the Sci-Fi Channel, Ms. Silvers practiced law for 10 years. Ms. Silvers
received a J.D. degree from University of Miami School of Law in 1977. Ms.
Silvers serves on the Board of Trustees of the University of Miami and is a
member of its Executive Committee, the Board of Directors of the Economic
Council of Palm Beach County, Florida (of which she is Chair), the Board of
Trustees of the Kravis Center of the Performing Arts in West Palm Beach, Florida
and is Vice Chair of the Board of Directors of the Community Television
Foundation of South Florida (WPBT Channel 2, the PBS Station in Miami,
Florida).  She is a mentor for at-risk teenage girls with the Women of
Tomorrow organization.


1




Scott A. Gomez joined
Hollywood Media in April 2003 as Vice President of Finance and Accounting, and
was appointed Chief Accounting Officer in May 2005. Mr. Gomez is responsible for
accounting, financial and tax matters for Hollywood Media and its subsidiaries,
including cash management, preparation of financial statements, and SEC
reporting. Prior to joining Hollywood Media, Mr. Gomez was a Senior Accountant
for Klein & Barreto, P.A., a public accounting firm, from July of 2001 to
April of 2003. During his tenure with Klein & Barreto, Mr. Gomez worked
closely with Hollywood Media on various matters including taxes. Previously, Mr.
Gomez was a Senior Auditor with Arthur Andersen LLP, then a public accounting
firm, and held other prior positions with such firm, during the period from
August of 1999 to July of 2001. Mr. Gomez graduated from the University of
Florida with a Masters of Accounting degree and is a Certified Public
Accountant.





Harry T. Hoffmanhas served as
a director of Hollywood Media since July 1993. From 1979 until his retirement in
1991, Mr. Hoffman served as President and Chief Executive Officer of
Waldenbooks, Inc., then a leading national retailer of books, magazines and
related items. From 1968 to 1978, he served as President and Chief Executive
Officer of Ingram Book Company, a national book wholesaler. Mr. Hoffman
serves as the Chairman of Hollywood Media’s Compensation Committee, and also
serves on Hollywood Media’s Audit Committee, Stock Option Committee and
Nominating Committee.





Robert D. Epstein has served
as a director of Hollywood Media since December 2007.  Mr. Epstein, an
attorney, founded the Epstein and Frisch law firm in Indianapolis, Indiana in
1972, which became an association of lawyers practicing as Epstein, Cohen,
Donahoe & Mendes in 2004. Mr. Epstein specializes in a variety of areas of
law, including media law and mergers and acquisitions. Prior to beginning his
private law practice, Mr. Epstein worked in the legal department of Melvin Simon
& Associates. He received a J.D. degree from Indiana University School of
Law in 1970 and a B.A. degree from Franklin College of Indiana in 1967. Mr.
Epstein currently serves as a board member of the Indianapolis Hebrew
Congregation Foundation and the Community Music School in Sarasota, Florida, and
has served as a local board member of the United States Selective Service System
for 20 years. Mr. Epstein serves on Hollywood Media’s Audit Committee,
Compensation Committee and Nominating Committee.





Spencer Waxman has served as a
director of Hollywood Media since December 2008. Since 2003, Mr. Waxman has
served as Managing Partner of Shannon River Capital Management, an investment
firm focused on the technology media and telecommunications
industries.  Mr. Waxman currently sits on the boards of several not
for profit organizations, including the Samuel Waxman Cancer Research Foundation
and the Board of Jewish Education of New York.  Mr. Waxman also serves
on the Board of Advisors of Jewish Life at Duke University.  Mr.
Waxman is a graduate of Duke University.





Stephen Gans has served as a
director of Hollywood Media since December 2009. Since March 2005, Mr. Gans has
served as Managing Member of Gans Family Investments LLLP, an investment firm
focused on the technology, media and telecommunications
industries.  Mr. Gans also served on the Board of Directors of City
National Bancshares, the holding company of City National Bank of Florida, from
January 2000 until November 2008.  Mr. Gans received a B.A. in
Business and a Masters in Accounting from The University of Texas at Austin in
1994.  Mr. Gans serves on Hollywood Media’s Audit Committee and Stock
Option Committee.


2





Audit
Committee





The Audit
Committee of Hollywood Media’s Board of Directors has been established in
accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended. The current members of the Audit Committee are Harry T. Hoffman, Robert
D. Epstein and Stephen Gans. The Board has determined that each of the
current members of the Audit Committee meet the audit committee independence
standards under the listing rules of the Nasdaq Stock Market.  The
Board has further determined that the Audit Committee meets the Nasdaq listing
requirement that at least one member of the Audit Committee has such experience
or background which results in the individual’s financial sophistication,
including being or having been a chief executive officer, chief financial
officer or other senior officer with financial oversight
responsibilities.  During 2009, the Audit Committee held three
meetings and acted four times by unanimous written consent.





We currently do not have a designated
“Audit Committee Financial Expert” (as defined in Item 407 of SEC
Regulation S-K rules) on our audit committee. Although we had discussions
with several potential candidates prior to 2006 and again in 2007, we did not
ultimately reach mutual interest in proceeding to nominate any candidate for
election to the Board. We do not currently have any candidates under
consideration, but the Board would consider candidates that our Nominating
Committee deems qualified and recommends for nomination.





Code
of Ethics





Hollywood Media has adopted a Code of
Professional Conduct that applies to all of its officers, directors and
employees. This Code of Professional Conduct is available for viewing on our
internet website at http://www.hollywoodmedia.com/corporate_governance.htm
under the caption “Code of Professional Conduct.” Hollywood Media’s internet
website and any other website mentioned in this Form 10-K/A or the Form 10-K
amended hereby, and the information contained or incorporated therein, are not
intended to be incorporated into this Form 10-K/A or the Form 10-K amended
hereby.





Section
16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities
Exchange Act of 1934 requires Hollywood Media’s directors, executive officers,
and persons who own more than 10% of Hollywood Media’s outstanding common stock,
to file with the SEC initial reports of ownership and reports of changes in
ownership of common stock.  Such persons are required by SEC
regulation to furnish Hollywood Media with copies of all such reports they
file.





To
Hollywood Media’s knowledge, based solely on a review of the copies of such
reports furnished to Hollywood Media or written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
executive officers, directors and greater-than-10% beneficial owners for the
year ended December 31, 2009 have been complied with, other than: one
Form 3 to report share ownership by Stephen Gans upon his election to the
board of directors of Hollywood Media on December 21, 2009 that was filed on
February 23, 2010.




3




Item 11.EXECUTIVE
COMPENSATION.





Compensation
Discussion and Analysis





Executive
Compensation Policies and Objectives





Hollywood Media’s executive
compensation program, whose principal components generally consist of salary,
bonus, and stock options and other stock incentive awards, is designed to
achieve the following policies and objectives:





(a)
            providing
      competitive base pay to attract, retain and motivate qualified
      management;





(b)
            delivering
      performance-based bonuses when results, individual initiative and
      accomplishments warrant;





(c)
            generating
      returns to shareholders over the long term;
and





(d)
            aligning
      management compensation with the achievement of Hollywood Media’s goals
      and performance.





Management believes that its focus on
these policies and objectives will benefit Hollywood Media, and ultimately its
shareholders, in the long-term by facilitating Hollywood Media’s ability to
attract and retain highly qualified executives who are committed to Hollywood
Media’s long-term success.





Role
of the Compensation Committee





The Compensation Committee of the Board
of Directors of Hollywood Media is responsible for approving, determining and/or
making recommendations to the Board of Directors concerning the principal
components of executive compensation, including base salaries, bonuses and stock
options and other equity awards, for a defined set of upper level executives,
including the Chief Executive Officer and the other named executive officers
listed in the Summary Compensation Table below (collectively, the “Named
Executive Officers”), including base salaries, bonuses, and stock options and
other equity awards.  The Compensation Committee reviews the
compensation of executive officers periodically, typically on a case by case
basis, to assess and determine compensation under applicable considerations,
including the compensation policies and objectives noted above.  The
Compensation Committee has received input in the past from Hollywood Media’s
Chief Executive Officer on the compensation of the Company’s Chief Accounting
Officer, including assessments of the Chief Accounting Officer’s performance,
particularly related to Mr. Gomez’s contributions to Hollywood Media’s general
revenue-generation and cost-cutting efforts, and assistance with the negotiation
of the terms of Mr. Gomez’s employment agreement, including salary and
bonuses.  In November 2008, the Compensation Committee engaged
Pearl Meyer & Partners, LLC, an independent third-party compensation
consultant, to review the compensation of the Company’s executive officers with
an emphasis on the direct elements of compensation, including salary, short-term
incentives (bonus) and long-term incentives (equity).


4


Setting
Executive Compensation





In approving executive officer
compensation, the Compensation Committee generally reviews and considers, among
other factors, each executive’s scope of responsibility and commitment, level of
performance (with respect to specific areas of responsibility and on an overall
basis), contributions to Hollywood Media’s achievement of goals and performance,
compensation levels at comparable companies and historical compensation levels,
and the recommendations, analysis and other relevant information provided by
Hollywood Media’s management and/or other resources that the Committee may wish
to access. In setting particular compensation levels, the Compensation Committee
seeks an appropriate combination of short-term and long-term compensation to
provide the executive with retention incentives and motivation for strong future
performance.  The appropriate mix to meet these goals may vary from
year to year, and from individual to individual, and, in the past, have been
negotiated on an arm’s length basis at the time the executive was hired or upon
contract renewal.  In making compensation decisions or
recommendations, the Compensation Committee does not generally apply any
specific (formulaic) relationship between objective measures of corporate
performance (such as stock price or financial results) to executive
compensation, although the Compensation Committee may from time to time approve
compensation arrangements or plans containing a quantitative formula for
calculating a bonus or other aspects of compensation, as may be contained in the
terms of an employment agreement or other compensation plan, award or
arrangement.





Elements
of Compensation





Base
Salary





The base salary for each of Hollywood
Media’s executive officers is targeted to recognize that officer’s unique value,
experience, and actual and potential contribution to Hollywood Media’s
success.  For 2009, Hollywood Media had three Named Executive
Officers: Mitchell Rubenstein, its Chairman and Chief Executive Officer; Laurie
S. Silvers, its President; and Scott Gomez, its Chief Accounting
Officer.  During 2009, the Named Executive Officers had preexisting
employment agreements specifying salary and other compensation, and received
salaries as provided in their respective employment agreements.  The
Compensation Committee, acting with authority from the Board of Directors,
previously approved these existing employment agreements.  For
additional information about these agreements, see “Employment Agreements with
Named Executive Officers” below.





The current salary structure for Mr.
Rubenstein and Ms. Silvers, including their base salaries and provisions for
annual cost-of-living adjustments, were established in 2003 pursuant to
amendments to their then current employment agreements.  In connection
with approving the 2003 amendments, the Compensation Committee considered, among
other things, the following factors: (i) various financial and operational
achievements of Hollywood Media (and the efforts of Mr. Rubenstein and Ms.
Silvers to facilitate such achievements), including but not limited to the
launch of Hollywood Media’s digital cable television network and the successful
launch and continued growth of MovieTickets.com; (ii) levels of compensation
paid to CEOs, Presidents and other executive officers of approximately
twenty-two industry competitors and similarly sized companies from entertainment
related industries, including Ticketmaster, Imax, Tickets.com, iVillage and
TheStreet.com; and (iii) the personal cash flow assistance that Mr. Rubenstein
and Ms. Silvers had provided Hollywood Media, including, among other things,
personally guaranteeing surety bonds on behalf of Hollywood Media and making
available from their personal funds several lines of credit for Hollywood Media
to draw upon, which provided Hollywood Media with over $10,000,000 in loans
since the first line of credit was made available in 1997.  The
Compensation Committee determined to increase the combined salary and annual
bonuses for the Chief Executive Officer and President at a level approximately
10% below the market median benchmark for comparable positions among the
industry competitors reviewed.  This determination reflected the
Compensation Committee’s decision to take a more conservative stance, given the
general climate and concerns surrounding executive compensation at the time that
decision was made.


5


In November 2008, the Compensation
Committee engaged Pearl Meyer & Partners, LLC, an independent third-party
compensation consultant, to review the compensation of the Company’s executive
officers with an emphasis on the direct elements of compensation, including
salary, short-term incentives (bonus) and long-term incentives (equity).  A
new study was delivered to the Compensation Committee on November 24, 2008 and
included a review of twelve publicly traded companies with similar business
models and median revenues of $120 million, including Imax, CNET, Internet
Brands, Inc., Knot Inc., TheStreet.com and Ediets.com Inc.  Pearl Meyer
determined that, while the total compensation levels of the executive officers
for 2008 were positioned near the 25th
percentile of the market, the base salary levels were positioned near the
75th
percentile.  Accordingly, Pearl Meyer recommended no adjustments to
base salary and the consideration of short term equity awards for 2008 and
long-term equity incentives beginning in 2009.  In addition to the
Pearl Meyer study, the Compensation Committee also considered, among other
things, the qualifications and performance of Mr. Rubenstein and Ms. Silvers,
the value of their institutional knowledge, the Company’s revenues, results,
transactions and operations, the need for experienced management in a recession
economy as well as management’s positioning of the Company in advance of the
recession with significant cash on hand and, most importantly, given the credit
crisis, no long-term debt, the exercise of conservative inventory management in
the Company’s Broadway Ticketing business, the dividends received from
MovieTickets.com in the second quarter of 2008 and expected in the first quarter
of 2009 (which was subsequently received), significant cost-cutting implemented
by management in 2008, and the Company’s return of cash to shareholders through
the Company’s stock repurchase plan.





After giving due consideration to the
recommendations contained in the Pearl Meyer study and the various factors
discussed above, the Compensation Committee determined that maintaining the base
salary of the executive officers at current levels and awarding short-term and
long-term equity awards to the Company’s Chief Executive Officer and President
would provide a total compensation mix in line with that of the market, at
levels appropriate to retain the executive officers, while more appropriately
aligning their incentives with those of our shareholders.  For
additional information about these equity awards, see “Summary Compensation
Table” and the “Option Exercises and Stock Vested in 2009” below.





The current salary structure for Scott
Gomez, including his base salary and predetermined annual raises, was
established in 2005 pursuant to the terms of his existing employment agreement,
which was approved by the Compensation Committee upon the recommendation of the
Chief Executive Officer, who assisted with the negotiation of the terms of the
agreement with Mr. Gomez.





Cash
Bonuses





In addition to compensation through
base salaries, the Compensation Committee has the authority to grant cash bonus
awards and may approve compensation plans or agreements to grant bonuses based
on specified terms.  Discretionary bonus awards vary depending on the
Compensation Committee’s review and consideration of the factors noted above
including the executive officer’s contribution to Hollywood Media’s achievement
of its goals.





On April 20, 2009, Mr. Gomez received a
$25,000 cash bonus, payable in accordance with the terms of his employment
agreement.  On November 30, 2009, the Compensation Committee of the
Board of Directors approved the payment of an annual cash performance bonus of
$250,000 to Mr. Rubenstein and $100,000 to Ms. Silvers in recognition of
Hollywood Media’s overall good financial performance during the recessionary
period which included the positive effects of such executives implementing, in
advance of the economic downturn, significant across the board expense
reductions while growing operating cash flow at the Company’s Broadway Ticketing
division, highlighted by: (i) a $0.6 million, or 20%, increase in EBITDA at the
Company’s Broadway Ticketing division in 2009, from approximately
$3.0 million during the nine months ended September 30, 2008 to
approximately $3.6 million during the same period in 2009; (ii) a $2.8 million,
or 27%, decrease in payroll and benefits expenses for the Company as a whole,
from $10.2 million in the first three quarters of 2008 to $7.4 million for the
same period in 2009; and (iii) a $2.5 million, or 25%, decrease in selling,
general and administrative expenses for the Company as a whole, from $10.1
million in the first three quarters of 2008 to $7.6 million for the same period
in 2009, and including a $0.5 million decrease in marketing expenses, a $0.4
million decrease in occupancy expenses and $0.3 million decreases in travel and
entertainment expenses and legal expenses, respectively. When considering and
approving these discretionary bonuses, the Compensation Committee did not apply
any specific quantitative relationship between objective measures of corporate
performance and such compensation and took into account that they were not
granting any stock options or other equity-based compensation awards to Mr.
Rubenstein, Ms. Silvers or Mr. Gomez.


6





Stock
Option Grants and Equity-Based Compensation





During the fiscal year ended
December 31, 2009, no stock options or other equity-based compensation
awards were granted to Mr. Rubenstein, Ms. Silvers or Mr. Gomez.





Management believes that stock options
and other equity-based compensation is an important part of its executive
compensation program as it serves to provide significant performance incentives
to the executive officers and to align the interests of the executive officers
with the interests of Hollywood Media’s stockholders.  The
Compensation Committee has historically granted stock options to employees upon
the commencement of their employment, as deemed appropriate.  However,
due to the increased volatility of Hollywood Media’s stock price, the
Compensation Committee did not grant stock options to employees in 2009 and has
not awarded stock options to an executive officer since December 2005, but may
reconsider doing so in the future.





The Compensation Committee and the
Stock Option Committee act as the administrators of Hollywood Media’s equity
compensation plans for executives and other employees, which plans include the
2000 Stock Incentive Plan and the 2004 Stock Incentive Plan.  The
Committees’ functions include, among other things: (i) selecting plan
participants; (ii) determining the timing of any awards under the plans; (iii)
determining the types of awards to be granted under the plans; (iv) determining
the amount of awards to be granted to each participant under the plans; and (v)
determining the exercise price, vesting and other terms of the awards granted
under the plans.





Other
Benefits





Perquisites





Although perquisites are not a primary
aspect of Hollywood Media’s executive compensation, Hollywood Media provided its
Named Executive Officers with the following perquisites during
2009:





Automobile
Allowance.  The employment agreement between Hollywood Media
and Mitchell Rubenstein provides that Mr. Rubenstein is entitled to an
automobile allowance of $650 per month.  In addition, the employment
agreement between Hollywood Media and Laurie S. Silvers provides that Ms.
Silvers is entitled to an automobile allowance of $650 per month.





Insurance
Coverage.  Hollywood Media provides the Named Executive
Officers and their dependants with medical, dental, disability and life
insurance coverage at the sole expense of Hollywood Media.





401(k) Plan





Hollywood
Media maintains a 401(k) retirement savings plan (the “Plan”) for all of its
full time employees, including the Named Executive Officers, who have completed
six (6) months of employment with Hollywood Media or any of its
subsidiaries.  Each participant may contribute to the Plan up to a
specified portion of his or her pre-tax gross compensation in accordance with
the Plan’s limitations (but not greater than the statutorily prescribed limit).
Amounts contributed by employee participants in accordance with the Plan
requirements and earnings on such contributions are fully vested. The
contributions by employees to the Plan may be invested in such investments as
selected by each participant from the investment choices provided under the Plan
(but may not be invested in securities of Hollywood Media).


7




The Plan permits, but does not require,
Hollywood Media to make additional contributions on behalf of the participating
employees in the form of cash and/or property (including without limitation
shares of common stock of Hollywood Media), as determined by Hollywood Media in
its discretion.  Hollywood Media will determine on an annual basis
whether a matching contribution will be made and, if so, at what level of
contribution.  For the fiscal year ended December 31, 2009, Hollywood
Media elected to make a matching contribution for each participating employee
equal to half of the first 8% of the employee’s deferral, payable in shares of
common stock of Hollywood Media.  The matching contributions vest 25%
per year of employment of the participating employee, with such employee
becoming fully vested in any matching contributions after four years of
employment.





Policy
on Deductibility of Compensation





Section 162(m) of the U.S. Internal
Revenue Code generally limits the tax deduction to public companies for annual
compensation in excess of $1.0 million paid to an executive who is the chief
executive officer or who is one of its other four most highly compensated
executive officers.  However, compensation which qualifies as
“performance-based” is excluded from the $1.0 million limit if, among other
requirements, the compensation is payable upon attainment of pre-established,
objective performance goals under a plan approved by stockholders (stock options
often qualify for such exclusion). It is the policy of Hollywood Media’s
management and the Compensation Committee to consider potential adverse impact
of Section 162(m) on Hollywood Media in connection with structuring executive
compensation and, if and to the extent deemed necessary and appropriate under
the circumstances, take steps intended to limit such adverse impact, while at
the same time preserving the objective of providing compensation including
incentive or equity-based awards as deemed appropriate by the Committee. The
Compensation Committee intends to coordinate with management in evaluating the
applicability and implications of Section 162(m) to Hollywood Media’s
compensation programs and arrangements, but also intends to retain the
flexibility necessary to provide cash and other compensation consistent with
Hollywood Media’s compensation objectives.





Compensation
Committee Report





Hollywood
Media’s Compensation Committee has reviewed and discussed the above
“Compensation Discussion and Analysis” with management and, based on such review
and discussion, has recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in the Company’s Annual Report on Form
10-K.




Harry
      T. Hoffman, ChairmanRobert
      D. Epstein


8


Summary
Compensation Table





The
following table summarizes the total compensation paid to or earned by each of
Hollywood Media’s Named Executive Officers for each of the three fiscal years
ended December 31, 2009, 2008 and 2007, respectively:




Name
      and
                                    Principal Position
                                  
                                  Year
                                  
                                  Salary
                                  
                                  
                                  Bonus
                                  
                                  
                                  Stock
                                    Awards
                                  
                                  
                                  All
      Other
                                    Compensation
                                  
                                  
                                  TotalMitchell
      Rubenstein
                                  
                                  2009
                                  
                                  $
                                  464,834
                                  
                                  
                                  $
                                  250,000
                                  
                                  
                                  $
                                  106,250
                                  (1)
                                  
                                  $
                                  23,788
                                  (2)
                                  
                                  $
                                  844,872Chief
      Executive Officer
                                  
                                  2008
                                  
                                  $
                                  460,657
                                  
                                  
                                  $
                                  51,000
                                  (3)
                                  
                                  $
                                  243,750
                                  (4)
                                  
                                  $
                                  24,655
                                  (5)
                                  
                                  $
                                  780,0622007
                                  
                                  $
                                  382,413
                                  (6)
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  535,650
                                  (7)
                                  
                                  $
                                  22,580
                                  (8)
                                  
                                  $
                                  940,643Laurie
      S. Silvers
                                  
                                  2009
                                  
                                  $
                                  406,730
                                  
                                  
                                  $
                                  100,000
                                  
                                  
                                  $
                                  63,750
                                  (9)
                                  
                                  $
                                  33,817
                                  (10)
                                  
                                  $
                                  604,297President
                                  
                                  2008
                                  
                                  $
                                  403,075
                                  
                                  
                                  $
                                  51,000
                                  (3)
                                  
                                  $
                                  243,750
                                  (4)
                                  
                                  $
                                  32,511
                                  (11)
                                  
                                  $
                                  730,3362007
                                  
                                  $
                                  334,612
                                  (6)
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  439,900
                                  (12)
                                  
                                  $
                                  29,059
                                  (13)
                                  
                                  $
                                  803,571Scott
      Gomez
                                  
                                  2009
                                  
                                  $
                                  355,336
                                  
                                  
                                  $
                                  321,473
                                  (14)
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  26,566
                                  (15)
                                  
                                  $
                                  703,375Chief
      Accounting Officer
                                  
                                  2008
                                  
                                  $
                                  284,134
                                  
                                  
                                  $
                                  321,473
                                  (14)
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  20,123
                                  (16)
                                  
                                  $
                                  625,7302007
                                  
                                  $
                                  217,308
                                  
                                  
                                  $
                                  125,000
                                  
                                  
                                  $
                                  76,600
                                  (17)
                                  
                                  $
                                  26,938
                                  (18)
                                  
                                  $
                                  446,846









(1)
            Stock
      awards include the vesting during the 2009 fiscal year of 104,167 shares
      of restricted common stock originally granted in December 2008, valued in
      accordance with FAS 123R at $106,250 based on the $1.02 closing market
      price per share on the date of grant.  A total of 250,000 shares
      of restricted common stock were granted to the executive on December 22,
      2008 and will vest as follows, provided that the executive remains
      employed by Hollywood Media on such vesting dates: (a) one-third of the
      issued shares will vest at the rate of 25% per year on each of the first
      through fourth anniversaries of the date of grant, such that these shares
      will be fully vested on the fourth anniversary of the date of grant; (b)
      one-third of the issued shares will vest if, at any time prior to the
      fourth anniversary of the date of grant, Hollywood Media achieves EBITDA
      greater than zero for either (i) each of two consecutive fiscal
      quarters or (ii) any three quarters in any 15-month period, in each
      case beginning with the fourth fiscal quarter of 2008; and (c) one-third
      of the issued shares will vest if, at any time prior to the fourth
      anniversary of the date of grant, the closing price of Hollywood Media’s
      Common Stock exceeds $2.00 per share for at least 10 consecutive trading
      days after the date of grant.  Of the 104,167 shares of
      restricted common stock that vested during the 2009 fiscal year, 20,834
      shares vested in accordance with the time vesting criteria discussed in
      clause (a) above and 83,333 vested as a result of meeting the EBITDA
      criteria discussed in clause (b)
above.





(2)
            Represents
      (a) a matching contribution under Hollywood Media’s 401(k) plan of $6,223,
      consisting of 4,445 shares of common stock of Hollywood Media valued using
      the $1.40 closing market price per share as of the last trading day of
      2009, (b) an automobile allowance of $7,800 payable in accordance with the
      terms of the executive’s employment agreement, and (c) $9,765 in medical,
      dental and disability insurance premiums, provided in accordance with the
      terms of the executive’s employment
agreement.





(3)
            Bonus
      includes 50,000 shares awarded by the Compensation Committee on December
      22, 2008 in recognition of the executives’ respective contributions to
      Hollywood Media’s growth to date and their dedication and loyalty to
      Hollywood Media, valued in accordance with FAS 123R at $51,000 based on
      the $1.02 closing market price per share on the date of
    grant.





(4)
            Stock
      awards include the vesting during the 2008 fiscal year of 75,000 shares of
      restricted common stock originally granted in August 2004, valued in
      accordance with FAS 123R at $243,750 based on the $3.25 closing market
      price per share of Hollywood Media’s common stock as of August 19, 2004,
      the date immediately preceding the grant date. A total of 400,000 shares
      of restricted common stock were granted to the executive on August 20,
      2004, which shares vested over four years at the rate of 25,000 shares (or
      6.25%) per calendar quarter, commencing with the first vesting on October
      1, 2004.  As of December 31, 2008, there were no unvested shares
      remaining under this grant.




9


(5)
            Represents
      (a) a matching contribution under Hollywood Media’s 401(k) plan of $9,200,
      consisting of 9,200 shares of common stock of Hollywood Media valued using
      the closing market price per share as of the last trading day of 2008, (b)
      an automobile allowance of $7,800 payable in accordance with the terms of
      the executive’s employment agreement, and (c) $7,655 in medical, dental
      and disability insurance premiums, provided in accordance with the terms
      of the executive’s employment
agreement.





(6)
            Excludes
      $76,080 and $66,570 of base salary voluntarily forgone by Mr. Rubenstein
      and Ms. Silvers, respectively, as previously announced on October 1,
      2007.





(7)
            Stock
      awards include (a) 55,000 shares awarded by the Compensation Committee on
      August 30, 2007 in recognition of the executive’s contribution to the sale
      of the assets of Hollywood Media’s wholly-owned subsidiary Showtimes.com,
      Inc. on August 24, 2007 (the “Showtimes
      Sale”), valued in accordance with FAS 123R at $210,650 based on the
      $3.83 closing market price per share on the date of grant and (b) the
      vesting during the 2007 fiscal year of 100,000 shares of restricted common
      stock originally granted in August 2004 as described in note 4 above,
      valued in accordance with FAS 123R at $325,000 based on the $3.25 closing
      market price per share of Hollywood Media’s common stock as of August 19,
      2004, the date immediately preceding the grant
  date.





(8)
            Represents
      (a) a matching contribution under Hollywood Media’s 401(k) plan of $8,853,
      consisting of 3,053 shares of common stock of Hollywood Media valued using
      the closing market price per share as of the last trading day of 2007, (b)
      an automobile allowance of $7,800 payable in accordance with the terms of
      the executive’s employment agreement, and (c) $5,927 in medical, dental
      and disability insurance premiums, provided in accordance with the terms
      of the executive’s employment
agreement.





(9)
            Stock
      awards include the vesting during the 2009 fiscal year of 62,500 shares of
      restricted common stock originally granted in December 2008, valued in
      accordance with FAS 123R at $63,750 based on the $1.02 closing market
      price per share on the date of grant.  A total of 150,000 shares
      of restricted common stock were granted to the executive on December 22,
      2008 and will vest as described in note 1 above.  Of the 62,500
      shares of restricted common stock that vested during the 2009 fiscal year,
      12,500 shares vested in accordance with the time vesting criteria
      discussed in clause (a) of note 1 above and 50,000 vested as a result of
      meeting the EBITDA criteria discussed in clause (b) of note 1
      above.





(10)
            Represents
      (a) a matching contribution under Hollywood Media’s 401(k) plan of $6,205,
      consisting of 4,432 shares of common stock of Hollywood Media valued using
      the closing market price per share as of the last trading day of 2009, (b)
      an automobile allowance of $7,800 payable in accordance with the terms of
      the executive’s employment agreement, and (c) $19,812 in medical, dental
      and disability insurance premiums, provided in accordance with the terms
      of the executive’s employment
agreement.





(11)
            Represents
      (a) a matching contribution under Hollywood Media’s 401(k) plan of $9,200,
      consisting of 9,200 shares of common stock of Hollywood Media valued using
      the closing market price per share as of the last trading day of 2008, (b)
      an automobile allowance of $7,800 payable in accordance with the terms of
      the executive’s employment agreement, and (c) $15,511 in medical, dental
      and disability insurance premiums, provided in accordance with the terms
      of the executive’s employment
agreement.





(12)
            Stock
      awards include (a) 30,000 shares awarded by the Compensation Committee on
      August 30, 2007 in recognition of the executive’s contribution to the
      Showtimes Sale, valued in accordance with FAS 123R at $114,900 based on
      the $3.83 closing market price per share on the date of grant and (b) the
      vesting during the 2007 fiscal year of 100,000 shares of restricted common
      stock originally granted in August 2004 as described in note 4 above,
      valued in accordance with FAS 123R at $325,000 based on the $3.25 closing
      market price per share of Hollywood Media’s common stock as of August 19,
      2004, the date immediately preceding the grant
  date.





(13)
            Represents
      (a) a matching contribution under Hollywood Media’s 401(k) plan of $8,795,
      consisting of 3,033 shares of common stock of Hollywood Media valued using
      the closing market price per share as of the last trading day of 2007, (b)
      an automobile allowance of $7,800 payable in accordance with the terms of
      the executive’s employment agreement, and (c) $12,464 in medical, dental
      and disability insurance premiums, provided in accordance with the terms
      of the executive’s employment
agreement.


10





(14)
            Bonus
      includes (a) a cash bonus of $25,000 payable in accordance with the terms
      of the executive’s employment agreement and (b) a cash bonus of $296,473,
      representing 50% of the Change of Control Payment payable in accordance
      with the terms of the executive’s employment agreement.  For
      additional information about the Change of Control Payment, see
      “Employment Agreements with Named Executive Officers”
    below.





(15)
            Represents
      (a) a matching contribution under Hollywood Media’s 401(k) plan of $8,250,
      consisting of 5,893 shares of common stock of Hollywood Media valued using
      the closing market price per share as of the last trading day of 2009, and
      (b) $18,316 in medical, dental and disability insurance premiums, provided
      in accordance with the terms of the executive’s employment
      agreement.





(16)
            Represents
      (a) a matching contribution under Hollywood Media’s 401(k) plan of $7,138,
      consisting of 7,138 shares of common stock of Hollywood Media valued using
      the closing market price per share as of the last trading day of 2008, and
      (b) $12,985 in medical, dental and disability insurance premiums, provided
      in accordance with the terms of the executive’s employment
      agreement.





(17)
            Stock
      awards include 20,000 shares awarded by the Compensation Committee on
      August 30, 2007 in recognition of the executive’s contribution to the
      Showtimes Sale, valued in accordance with FAS 123R at $76,600 based on the
      $3.83 closing market price per share on the date of
  grant.





(18)
            Represents
      (a) a matching contribution under Hollywood Media’s 401(k) plan of $7,106,
      consisting of 2,450 shares of common stock of Hollywood Media valued using
      the closing market price per share as of the last day of 2007, (b) an
      transportation allowance of $10,320 paid by Hollywood Media on behalf of
      the executive during the first two quarters of 2007, and (c) $9,512 in
      medical, dental and disability insurance premiums, provided in accordance
      with the terms of the executive’s employment
  agreement.





2009
Grants of Plan-Based Awards Table





Hollywood Media maintains the 2004
Stock Incentive Plan and the 2000 Stock Incentive Plan pursuant to which grants
may be made to the Named Executive Officers. No incentive plan awards were made
to the Named Executive Officers during the fiscal year ended December 31,
2009.





Employment
Agreements with Named Executive Officers





Employment Agreements with Chief
Executive Officer and President. In 1993, Hollywood Media entered into
employment agreements with each of Mitchell Rubenstein, to serve as Chairman and
Chief Executive Officer, and Laurie S. Silvers, to serve as Vice Chairman and
President.  The current terms of these agreements, as amended, are
described below. These agreements were amended and restated in December 2008,
and were amended further in connection with the proposed sale of Hollywood
Media’s Broadway Ticketing Division that was announced on December 22, 2009
(which amendments are described further below).





In
deciding to renew the contracts of Mr. Rubenstein and Ms. Silvers in December
2008, the Compensation Committee considered the compensation study received from
Pearl Meyer & Partners, LLC in November 2008 and, among other things, the
qualifications and performance of Mr. Rubenstein and Ms. Silvers, the value of
their institutional knowledge, the Company’s revenues, results, transactions and
operations, the need for experienced management in a recession economy as well
as management’s positioning of the Company in advance of the recession with
significant cash on hand and, most importantly, given the credit crisis, no
long-term debt, the exercise of conservative inventory management in the
Company’s Broadway Ticketing business, the dividends received from
MovieTickets.com in the second quarter of 2008 and expected in the first quarter
of 2009 (which was subsequently received), significant cost-cutting implemented
by management in 2008, and the Company’s return of cash to shareholders through
the Company’s stock repurchase plan.


11





Pursuant
to the amended and restated employment agreements dated December 2008, the terms
of both agreements were extended through December 31, 2010. The terms of each of
the employment agreements are automatically extended for successive one-year
terms unless Hollywood Media or the executive officer gives written notice to
the other at least 90 days prior to the then-scheduled expiration
date.  Each of the employment agreements provides for an annual salary
(subject to automatic cost-of-living increases based on changes in the consumer
price index), additional cash bonuses as determined by the Compensation
Committee or the Board of Directors from time to time at their discretion, and
an automobile allowance of $650 per month.  Pursuant to the amended
and restated employment agreements dated December 2008, the current annual
salary rates are $487,378 for Mr. Rubenstein and $426,456 for Ms.
Silvers.





December 2009
Amendments.  In connection with the proposed sale of Hollywood
Media’s Broadway Ticketing Division (the “Broadway Sale”) that
was announced on December 22, 2009 (which will reduce the revenues of Hollywood
Media), the Compensation Committee and the independent directors of Hollywood
Media’s board of directors desired to reduce Hollywood Media’s fixed executive
compensation while at the same time (a) retaining the services of Mr. Rubenstein
and Ms. Silvers, each of whom Hollywood Media’s independent directors felt were
key to Hollywood Media’s future success, and (b) providing an ongoing incentive
to Mr. Rubenstein and Ms. Silvers that aligns their interests with the
shareholders of Hollywood Media.  As described below, the Compensation
Committee (working closely with the independent directors of Hollywood Media’s
board of directors) negotiated amendments to the employment agreements of Mr.
Rubenstein and Ms. Silvers which (i) reduce to the nominal amount of $1 per year
the fixed salaries of both executives beginning 91 days after the consummation
of the Broadway Sale, while providing the executives with an incentive based on
the future distributions, proceeds, and certain other amounts that may be
received by Hollywood Media from MovieTickets.com, Inc. (“MovieTickets.com”),
and (ii) deferred a portion of the change of control payments both executives
were entitled to receive under their existing employment agreements upon the
closing of the Broadway Sale, which is described further below under the caption
“Potential Payments upon Termination or Change-in-Control.”





On
December 23, 2009, Hollywood Media entered into amendments to the amended and
restated employment agreements dated December 2008 (the “Amendments”).  Pursuant
to the Amendments, the executives shall continue to be employed by Hollywood
Media for the same salary and benefits as set forth in the current agreements
for a period of 90 days following the consummation of the Broadway Sale pursuant
to the Purchase Agreement.  After such 90-day period, the executives
shall be employed by Hollywood Media until such employment is terminated by
either Hollywood Media or the executives (such period, the “Extension
Term”).




During
the Extension Term, Mr. Rubenstein and Ms. Silvers will no longer receive fixed
salaries from Hollywood Media (other than a nominal payment of $1 per year), and
will each instead receive compensation for his or her services to
Hollywood Media in amounts equal to five percent (5%) of the sum of
(i) any future distributions and other proceeds Hollywood Media
receives in respect of its ownership interest in MovieTickets.com and
(ii) certain other amounts that may be received by Hollywood Media from
MovieTickets.com (collectively, the “5% Distribution”).




Except
for certain limited exceptions, the Amendments shall be of no force or effect,
and the amended and restated employment agreements dated December 2008 will
continue in place and remain in full force and effect, in the event that (i) the
Broadway Sale is not consummated pursuant to the terms and conditions of the
stock purchase agreement, dated December 22, 2009 (the “Purchase Agreement”),
between Hollywood Media and Key Brand Entertainment Inc. within 12 months after
the date of the Amendments, (ii) the Purchase Agreement is terminated at any
time for any reason before the consummation of the Broadway Sale, (iii) the
employment of the executive is terminated by Hollywood Media other than for
“cause,” or by the executive for “good reason,” before the consummation of the
Broadway Sale and before the Purchase Agreement has been terminated, or (iv) at
the election of the executive, if any amendment is made to the Purchase
Agreement affecting the purchase price or other principal terms of the Broadway
Sale.


12




Employment Agreement with Chief
Accounting Officer. On May 19, 2005, Hollywood Media entered into an
employment agreement with Scott Gomez, the Chief Accounting Officer of Hollywood
Media.  The term of employment expires on April 13, 2011, unless
terminated earlier, subject to automatic extensions for additional one-year
periods unless any party gives notice of termination at least thirty days prior
to the expiration date.Compensation
under the agreement includes annual base salary of $175,000 effective as of
April 14, 2005, subject to annual salary increases of $25,000, a $25,000 cash
bonus within ten days of the signing of the agreement as well as annual $25,000
cash bonuses on each anniversary date of his employment with Hollywood Media,
and a grant of options to purchase 25,000 shares of Hollywood Media’s common
stock at a price equal to the closing sale price of the common stock on the
trading day immediately preceding the date of the employment
agreement.  The options were fully vested on the date of grant and
have a five-year term.





On
August 9, 2006, Hollywood Media and Mr. Gomez amended and restated the
original five-year employment agreement.  In addition to the terms of
the original employment agreement, the amended and restated employment agreement
provides that, if a “Change of Control” (which is defined in the employment
agreement) occurs during the term of employment, then Mr. Gomez will be
entitled to receive a cash payment equal to the salary and annual bonuses
payable to Mr. Gomez under the agreement for the two year period following
the date of such Change of Control (the “Change of Control Payment”), with 50%
of the Change of Control Payment payable upon the date of the Change of Control
and 50% of the Change of Control Payment to be paid to Mr. Gomez six months
after the date of the Change of Control.  As a condition to receiving
the second 50% of the Change of Control Payment, Mr. Gomez is required to
continue his employment during a period of at least six months following the
date of the Change of Control irrespective of the length of time remaining on
the term of the agreement, which was extended by Hollywood Media to one year
following the date of the Change of Control in accordance with the terms of the
employment agreement (the “Required Employment Period”).  During the
Required Employment Period, the base salary payable to Mr. Gomez in
accordance with the terms of the employment agreement shall be increased by
50%.  If Mr. Gomez’s employment is terminated without Cause or for
Good Reason during the Required Employment Period, Mr. Gomez would be entitled
to receive a lump sum payment equal to (a) any unpaid portion of the Change of
Control Payment plus (b) the unpaid portion of the aggregate increased base
salary that would have been payable to him during the Required Employment Period
if such termination had not occurred.  Upon the expiration of the
Required Employment Period, Mr. Gomez’s employment will continue under the terms
of the employment agreement without the 50% base salary increase, and he will
not be entitled to any termination payments if his employment is terminated
without Cause or for Good Reason.





As
defined in Mr. Gomez’s employment agreement, a “Change of Control” includes,
among other factors, the sale of 50% or more of the stock or assets of any two
of Hollywood Media’s divisions known as Broadway Ticketing, Data Business or
Hollywood.com.  The sale of the Data Business was completed in August
2007 (comprised of the sales of the Baseline StudioSystems and Showtimes
businesses in August 2006 and August 2007, respectively), and the sale of the
Hollywood.com Business was completed in August 2008.  Due to such
sales of two of Hollywood Media’s divisions, a Change of Control as defined in
Mr. Gomez’s employment agreement occurred on August 21, 2008, and as a result:
(i) Mr. Gomez received a Change of Control Payment equal to $592,945, with 50%
paid on August 21, 2008 and 50% paid on February 20, 2009; and (ii) the annual
salary rate for Mr. Gomez reflected the 50% increase required during the
Required Employment Period referenced above, which ended on August 20,
2009.  Pursuant to the amended and restated employment agreement dated
August 2006, the current annual salary rate for Mr. Gomez is
$300,000.


13





Additional
terms of the employment agreements with the Named Executive Officers are
described below under the caption “Potential Payments upon Termination or
Change-in-Control.” For additional information about the sale of the
Hollywood.com Business referenced above, see “Transactions with Related Persons”
below.




Outstanding
Equity Awards at 2009 Fiscal Year-End





The
following table sets forth information regarding outstanding option and stock
awards held by the Named Executive Officers at December 31, 2009:




Option
      Awards
                    
                    
                    Stock
      AwardsName
                    
                    Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Options
      (#)
                      Exercisable
                    
                    
                    Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Options
      (#)
                      Unexercisable
                    
                    
                    Equity
                      Incentive
      Plan
                      Awards:
                      Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Unearned
                      Options
      (#)
                    
                    
                    Option
                      Exercise
                      Price
      ($)
                    
                    
                    Option
                      Expiration
                      Date
                    
                    
                    Number
      of
                      Shares
      or
                      Units
      of
                      Stock
      That
                      Have Not
                      Vested
      (#)
                    
                    
                    Market
      Value
                      of
      Shares or
                      Units
      of Stock
                      That
      Have
                      Not
      Vested ($)
                    
                    
                    Equity
                      Incentive
                      PlanAwards:
                      Number
      of
                      Unearned
                      Shares,
      Units
                      or
      Other
                      Rights
      That
                      Have Not
                      Vested
      (#)
                    
                    
                    EquityIncentive
                      PlanAwards:
                      Market
      or
                      Payout
      Value of
                      Unearned
                      Shares,
      Units or
                      Other
      Rights
                      That Have Not
                      Vested
      (#)Mitchell
      Rubenstein
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    62,500
                    
                    
                    $
                    87,500
                    (1)
                    
                    
                    83,333
                    
                    
                    $
                    116,666
                    (1)Laurie
      S. Silvers
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    37,500
                    
                    
                    $
                    52,500
                    (1)
                    
                    
                    50,000
                    
                    
                    $
                    70,000
                    (1)Scott
      Gomez
                    
                    
                    25,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    4.44
                    
                    
                    5/19/2010
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -10,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    4.28
                    
                    
                    12/28/2010
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -







(1)           The
market value of the unvested shares of Hollywood Media’s common stock is based
on the closing price per share as of December 31, 2009, which was
$1.40.




Option
Exercises and Stock Vested in 2009





The
following table sets forth information regarding each exercise of stock options
and vesting of restricted stock that occurred during 2009 for each of Hollywood
Media’s Named Executive Officers on an aggregated basis:





Option
      Awards
                
                
                Stock
      AwardsName
                
                Number
      of Shares
                  Acquired on Exercise (#)
                
                
                Value
      Realized
                  on Exercise ($)
                
                
                Number
      of Shares
                  Acquired on Vesting (#)
                
                
                Value
      Realized
                  on Vesting ($)Mitchell
      Rubenstein
                
                
                -
                
                
                
                -
                
                
                
                104,167
                (1)
                
                $
                141,666
                (2)Laurie
      S. Silvers
                
                
                -
                
                
                
                -
                
                
                
                62,500
                (3)
                
                $
                85,000
                (4)Scott
      Gomez
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -








(1)           Represents
the portion of the 250,000 shares of restricted common stock that were granted
to the named officer on December 22, 2008 that vested during the fiscal year
ended December 31, 2009.  As of December 31, 2009, there were 145,833
unvested shares remaining under this issuance.





(2)           The
aggregate dollar amount realized upon vesting is based on the closing price per
share of Hollywood Media’s common stock on the last trading date prior to each
of the vesting dates that occurred during the fiscal year ended December 31,
2009, as follows: (a) 20,834 shares vested on December 22, 2009, valued at
$28,334 based on a closing price of $1.36 per share on December 21, 2009, and
(b) 83,333 shares vested on December 31, 2009, valued at $113,333 based on a
closing price of $1.36 per share on December 30, 2009.


14





(3)           Represents
the portion of the 150,000 shares of restricted common stock that were granted
to the named officer on December 22, 2008 that vested during the fiscal year
ended December 31, 2009.  As of December 31, 2009, there were 87,500
unvested shares remaining under this issuance.





(4)           The
aggregate dollar amount realized upon vesting is based on the closing price per
share of Hollywood Media’s common stock on the last trading date prior to each
of the vesting dates that occurred during the fiscal year ended December 31,
2009, as follows: (a) 12,500 shares vested on December 22, 2009, valued at
$17,000 based on a closing price of $1.36 per share on December 21, 2009, and
(b) 50,000 shares vested on December 31, 2009, valued at $68,000 based on a
closing price of $1.36 per share on December 30, 2009.





Pension
Benefits





Hollywood
Media does not provide pension arrangements or post-retirement health coverage
for its executives or employees.  It does provide a 401(k) retirement
savings plan (the “Plan”) for all of its full time employees, including the
Named Executive Officers, who have completed six (6) months of employment with
Hollywood Media or any of its subsidiaries.  Each participant may
contribute to the Plan up to a specified portion of his or her pre-tax gross
compensation in accordance with the Plan’s limitations (but not greater than the
statutorily prescribed limit). Amounts contributed by employee participants in
accordance with the Plan requirements and earnings on such contributions are
fully vested. The contributions by employees to the Plan may be invested in such
investments as selected by each participant from the investment choices provided
under the Plan (but may not be invested in securities of Hollywood
Media).





The Plan
permits, but does not require, Hollywood Media to make additional contributions
on behalf of the participating employees in the form of cash and/or property
(including without limitation shares of common stock of Hollywood Media), as
determined by Hollywood Media in its discretion.  Hollywood Media will
determine on an annual basis whether a matching contribution will be made and,
if so, at what level of contribution.  For the fiscal year ended
December 31, 2009, Hollywood Media elected to make a matching contribution for
each participating employee equal to half of the first 8% of the employee’s
deferral, payable in shares of common stock of Hollywood Media.  The
matching contributions vest 25% per year of employment of the participating
employee, with such employee becoming fully vested in any matching contributions
after four years of employment.





Nonqualified
Deferred Compensation





Hollywood
Media does not provide any nonqualified defined contribution or other deferred
compensation plans.





Potential
Payments Upon Termination or Change-in-Control





Mitchell
Rubenstein – Chief Executive Officer





Pursuant
to the current employment agreement between Hollywood Media and Mitchell
Rubenstein, discussed under the caption “Employment Agreements with Named
Executive Officers” above, upon a termination of Mr. Rubenstein’s employment by
Hollywood Media for Mr. Rubenstein’s disability or for any reason other than
death or “Cause” (as defined in the employment agreement) or upon a termination
of Mr. Rubenstein’s employment by Mr. Rubenstein for “Good Reason” (as defined
in the employment agreement), Mr. Rubenstein will be entitled to receive a lump
sum payment equal to his then current salary until the expiration of the then
current term of the employment agreement or for 12 months, whichever is
greater.  For purposes of this agreement, a termination by Hollywood
Media of Laurie S. Silvers’ employment without Cause will constitute a
termination without Cause of Mr. Rubenstein.  In the event of a
termination of employment by Hollywood Media as a result of Mr. Rubenstein’s
death, Mr. Rubenstein’s estate will be entitled to receive a lump sum payment
equal to one year’s base salary plus a pro rata portion of any bonus to which
Mr. Rubenstein would have been entitled.  Assuming that Mr.
Rubenstein’s employment was terminated by Hollywood Media on December 31, 2009
without Cause or as a result of Mr. Rubenstein’s disability, Mr. Rubenstein
would be entitled to receive a lump sum payment equal to $487,378 (representing
his then current salary through the December 31, 2010, the expiration of the
then current term) and approximately $9,765 in insurance coverage for
termination as a result of disability.  Assuming that this agreement
was terminated on December 31, 2009 as a result of Mr. Rubenstein’s death, Mr.
Rubenstein’s estate would be entitled to receive a lump sum payment of
$487,378.




15


Under Mr. Rubenstein’s current
employment agreement, if Mr. Rubenstein is affiliated with Hollywood Media on
the date of a “Change of Control” (as defined in his employment agreement) that
is not the Broadway Sale (as defined below), Mr. Rubenstein will receive a
lump sum payment equal to three times his “base period income,” to be paid
within 5 days of the date of the Change of Control.  As defined in his
employment agreement, “base period income” shall be the sum of (i) the base
salary paid or payable to Mr. Rubenstein with respect to the last fiscal year
ending before the date of the Change of Control, and (ii) the greater of (x) Mr.
Rubenstein’s bonus (both cash and stock) for the last fiscal year ending before
the date of the Change of Control and (y) Mr. Rubenstein’s bonus (both cash and
stock) for the second fiscal year preceding such date.  Assuming the
occurrence of a Change of Control on December 31, 2009 that was not the Broadway
Sale, Mr. Rubenstein would be entitled to receive a lump sum payment of
$2,312,501.





Pursuant
to the December 2009 amendment to Mr. Rubenstein’s employment agreement that was
entered into in connection with the proposed sale of Hollywood Media’s Broadway
Ticketing Division (the “Broadway Sale”), Mr.
Rubenstein has agreed that if the Broadway Sale is consummated pursuant to the
stock purchase agreement, dated December 22, 2009 (the “Purchase Agreement”),
between Hollywood Media and Key Brand Entertainment Inc., then $812,501 of the
amount Mr. Rubenstein would be entitled to receive upon such Change of Control
will be deferred and paid in accordance with the amendment.  As a
result, Mr. Rubenstein would receive a reduced Change of Control payment equal
to $1.5 million upon the consummation of the Broadway Sale pursuant to the
Purchase Agreement.





If Mr.
Rubenstein continues to be employed by Hollywood Media on the first anniversary
following the consummation of the Broadway Sale pursuant to the Purchase
Agreement (or if such employment is terminated on or before such date
by Hollywood Media without “cause” or by Mr. Rubenstein for “good reason”),
then one-half of the deferred Change of Control payments will be paid to Mr.
Rubenstein upon the receipt by Hollywood Media of payments on the Promissory
Note (as defined in the Purchase Agreement), on a pro rata basis, and one-half
of such payments will be paid to Mr. Rubenstein upon the receipt by Hollywood
Media of payments under the first portion of the earnout under the Purchase
Agreement, on a pro rata basis as follows: Mr. Rubenstein will receive (i) 4.76%
of all payments of principal and interest received by Hollywood Media on account
of the Promissory Note, and (ii) 5.79% of the first $7.0 million of earnout
payments received by Hollywood Media pursuant to the Purchase
Agreement.




Under Mr. Rubenstein’s current
employment agreement, a “Change of Control” shall be deemed to have taken place
if (i) any person, or more than one person acting as a group as defined in
Treas. Reg. section 1.409A-3(i)(5)(v)(B), acquires Hollywood Media stock (or has
acquired such stock within a 12-month period ending on the date of the most
recent acquisition by such person or persons) having 30% or more of the combined
voting power of the then outstanding stock of Hollywood Media (other than as a
result of an issuance of securities initiated by Hollywood Media, or open market
purchases approved by the Board, as long as the majority of the Board approving
the purchases is the majority at the time the purchases are made), (ii) a
majority of the persons who were directors of Hollywood Media before such
transactions shall be replaced by directors whose appointment was not endorsed
by the Board before such appointment, as the direct or indirect result of or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination of the
foregoing transactions, or (iii) any one person, or more than one person acting
as a group as defined in Treas. Reg. section 1.409A-3(i)(5)(v)(B), acquires (or
has acquired within the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from Hollywood Media having a
total gross fair market value equal to or greater than 40% of the total gross
fair market value of the assets of Hollywood Media immediately before such
acquisition or acquisitions.


16


Laurie
S. Silvers – President





The
current employment agreement between Hollywood Media and Laurie S. Silvers,
discussed under the caption “Employment Agreements with Named Executive
Officers” above, contains termination provisions that are identical to the
termination provisions described above for Mr. Rubenstein.  Assuming
that Ms. Silvers’ employment was terminated by Hollywood Media on December 31,
2009 without Cause or as a result of Ms. Silvers’ disability, Ms. Silvers would
be entitled to receive a lump sum payment equal to $426,456 (representing her
then current salary through the December 31, 2010, the expiration of the then
current term) and approximately $19,812 in insurance coverage for termination as
a result of disability.  Assuming that this agreement was terminated
on December 31, 2009 as a result of Ms. Silvers’ death, Ms. Silvers’ estate
would be entitled to receive a lump sum payment of $426,456.





Ms.
Silvers’ current employment agreement also contains Change of Control provisions
that are identical to the Change of Control provisions described above for Mr.
Rubenstein.  Assuming the occurrence of a Change of Control on
December 31, 2009 that was not the Broadway Sale, Ms. Silvers would be entitled
to receive a lump sum payment of $1,832,189.





Pursuant
to the December 2009 amendment to Ms. Silvers’ employment agreement that was
entered into in connection with the Broadway Sale, Ms. Silvers has agreed that
if the Broadway Sale is consummated pursuant to the Purchase Agreement, then
$332,189 of the amount Ms. Silvers would be entitled to receive upon such Change
of Control will be deferred and paid in accordance with the
amendment.  As a result, Ms. Silvers would receive a reduced Change of
Control payment equal to $1.5 million upon the consummation of the Broadway Sale
pursuant to the Purchase Agreement.





If Ms.
Silvers continues to be employed by Hollywood Media on the first anniversary
following the consummation of the Broadway Sale pursuant to the Purchase
Agreement (or if such employment is terminated on or before such date
by Hollywood Media without “cause” or by Ms. Silvers for “good reason”),
then one-half of the deferred Change of Control payments will be paid to Ms.
Silvers upon the receipt by Hollywood Media of payments on the Promissory Note
(as defined in the Purchase Agreement), on a pro rata basis, and one-half of
such payments will be paid to Ms. Silvers upon the receipt by Hollywood Media of
payments under the first portion of the earnout under the Purchase Agreement, on
a pro rata basis as follows: Ms. Silvers will receive (i) 1.94% of all payments
of principal and interest received by Hollywood Media on account of the
Promissory Note, and (ii) 2.36% of the first $7 million of earnout payments
received by Hollywood Media pursuant to the Purchase Agreement.




Scott
Gomez – Chief Accounting Officer





Pursuant
to the current employment agreement between Hollywood Media and Scott Gomez,
discussed under the caption “Employment Agreements with Named Executive
Officers” above, Hollywood Media is required to provide Mr. Gomez with sixty
(60) days’ notice prior to terminating his employment without “Cause” (as such
term is defined in the employment agreement) at any time prior to April 13,
2011.  Assuming that this agreement was terminated without notice by
Hollywood Media on December 31, 2009 for reasons other than for Cause,
Mr. Gomez would be entitled to continue receiving his salary and benefits
for 60 days following such termination date, totaling approximately
$53,000.


17





Director
Compensation





The
following table sets forth information regarding the compensation received by
each of Hollywood Media’s Directors during 2009:





Name
                
                Fees
      Earned
                  or
      Paid
                  in Cash
                
                
                Stock
                  Awards
                
                
                Option
                  Awards
                
                
                Non-Equity
                  Incentive
      Plan
                  Compensation
                
                
                Change
      in Pension
                  Value
      and
                  Non-Qualified
                  Deferred
                  Compensation
                  Earnings
                
                
                All
      Other
                  Compensation
                
                
                TotalMitchell
      Rubenstein, Chairman(1)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Laurie
      S. Silvers,
                  Vice
      Chairman(1)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Harry
      T. Hoffman
                
                $
                66,167
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                $
                66,167Robert
      E. McAllan(2)
                
                $
                59,000
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                $
                59,000Deborah
      J. Simon
                
                $
                15,000
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                $
                15,000Robert
      D. Epstein
                
                $
                37,000
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                $
                37,000Spencer
      Waxman
                
                $
                34,500
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                $
                34,500Stephen
      Gans(2)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -








(1)           Ms.
Silvers and Mr. Rubenstein are executive officers and employees of Hollywood
Media, and their compensation is reported separately above in this “Executive
Compensation” portion of this Form 10-K/A, prior to this “Director Compensation”
discussion.





(2)           During
2009, Mr. McAllan was a member of the Board until the expiration of his
term as a Director on December 21, 2009 and Ms. Simon was a member of the
Board until her resignation effective June 11, 2009.





(3)           Mr.
Gans first became a Director upon his election to the Board of Directors at
Hollywood Media’s Annual Meeting of Shareholders held on December 21,
2009.





(4)           The
table below shows the aggregate number of shares subject to all outstanding
stock options held by the named directors as of December 31, 2009, including
options granted during 2009 and prior years, all of which options were granted
under the Directors Stock Option Plan for non-employee directors (described
below).





Total
      Options Held
                        at
      12/31/2009Name
                      
                      (# of shares)Harry
      T. Hoffman
                      
                      
                      70,254Robert
      D. Epstein
                      
                      
                      15,000Robert
      E. McAllan
                      
                      
                      80,435Deborah
      J. Simon
                      
                      
                      85,254




18


Retainer
and Meeting Fees





Directors
of Hollywood Media who are neither employees nor consultants (“non-employee
directors”) are compensated at the rate of $2,500 for each meeting of the Board
of Directors attended in person, $500 for each meeting of the Board attended by
telephone, and $500 for each committee meeting attended. Directors are
reimbursed for travel and lodging expenses in connection with their attendance
at meetings.  In addition, commencing January 1, 2008, non-employee
directors are paid $25,000 per year of service on the Board, and the chairman of
any committee of the Board is paid an additional $25,000 per year of service as
chairman.  The current committee chairman is Harry Hoffman, who is
Chairman of the Compensation Committee.





Directors
Stock Option Plan





Hollywood
Media’s shareholder-approved Directors Stock Option Plan (the “Directors Plan”)
was initially adopted in 1993, was subsequently amended, and has been approved
by Hollywood Media’s shareholders. No stock options may be granted under the
Directors Plan after July 1, 2008. The Directors Plan continues in effect until
all options granted thereunder have expired or been exercised, unless the
Directors Plan is terminated at an earlier time.





The
Directors Plan provides for grants of stock options, subject to availability of
shares under the plan, to each non-employee director, as follows: (1) an initial
grant of an option to purchase 15,000 shares of common stock at the time such
person first becomes appointed to the Board, and (2) an annual grant of an
option to purchase 15,000 shares of common stock on the date of each annual
meeting of Hollywood Media’s shareholders at which the director is
reelected.  In December 2007, the Board of Directors elected to
temporarily suspend such annual option issuances until such time that the Board
determines to reserve additional shares of common stock for issuance upon
exercise of options granted under the Directors Stock Option
Plan.  During the year ended December 31, 2009, no options were
granted, exercised, cancelled or expired under the Directors Stock Option
Plan.




The
maximum aggregate number of shares of common stock that may be issued pursuant
to options granted under the Directors Plan is 300,000, and options are
currently outstanding for an aggregate of 295,943 shares.




The
exercise price per share of any option granted under the Directors Plan is the
“Fair Market Value” per share of common stock (based on the prevailing stock
market price per share of common stock, as defined in the Directors Plan) on the
date preceding the date the option is granted. These options become exercisable
six months after the date of grant and expire ten years after the date of grant,
subject to earlier termination upon certain conditions as provided in the plan.
The Board of Directors, in its discretion, may cancel all options granted under
the Directors Plan that remain unexercised on the date of consummation of
certain corporate transactions described in the Directors Plan.




Compensation
Committee Interlocks and Insider Participation.





The
current members of Hollywood Media’s Compensation Committee are Harry T. Hoffman
and Robert D. Epstein.  No member of the Compensation Committee was at
any time during the 2009 fiscal year or at any other time an officer or employee
of Hollywood Media.  No member of the Compensation Committee had any
relationship during the 2009 fiscal year requiring disclosure under Item
404.  In addition, none of Hollywood Media’s executive officers serves
(or served during the 2009 fiscal year) as a member of the board of directors or
compensation committee (or other board committee performing equivalent
functions) of any entity that has one or more executive officers serving (or who
served during the 2009 fiscal year) as members of Hollywood Media’s Board of
Directors or Compensation Committee.


19


Item 12.SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.





The
following table sets forth certain information regarding the beneficial
ownership of the common stock of Hollywood Media as of April 27, 2010 (or other
date as indicated in the footnotes below) by:


·
            each
      person or group known by Hollywood Media to beneficially own more than 5%
      of the outstanding shares of common stock of Hollywood
    Media;


·
            each
      director of Hollywood Media;


·
            each
      executive officer of Hollywood Media;
and


·
            all
      of the current directors and executive officers of Hollywood Media as a
      group.





Name
      and Address
                          of
      Beneficial Owner(1)
                        
                        Number
      of
                          Shares
                          Beneficially
                          Owned(2)
                        
                        
                        Percent
      of
                          Class(2)Shannon
      River Fund Management Co. LLC
                        
                        
                        3,123,860
                        (3)
                        
                        
                        10.02
                        %Intana
      Management, LLC
                        
                        
                        3,055,379
                        (4)
                        
                        
                        9.80
                        %Morgan
      Stanley
                        
                        
                        2,649,011
                        (5)
                        
                        
                        8.49
                        %CCM
      Master Qualified Fund, Ltd.
                        
                        
                        2,632,034
                        (6)
                        
                        
                        8.44
                        %Mitchell
      Rubenstein and Laurie S. Silvers
                        
                        
                        1,816,330
                        (7)
                        
                        
                        5.82
                        %Potomac
      Capital Management LLC
                        
                        
                        1,756,553
                        (8)
                        
                        
                        5.63
                        %Dimensional
      Fund Advisors, LP
                        
                        
                        1,578,227
                        (9)
                        
                        
                        5.06
                        %Stephen
      Gans
                        
                        
                        3,066,994
                        (10)
                        
                        
                        9.84
                        %Harry
      T. Hoffman
                        
                        
                        83,254
                        (11)
                        
                        
                        *Scott
      Gomez
                        
                        
                        54,986
                        (12)
                        
                        
                        *Robert
      D. Epstein
                        
                        
                        16,000
                        (13)
                        
                        
                        *Spencer
      Waxman
                        
                        
                        3,123,860
                        (14)
                        
                        
                        10.02
                        %All
      directors, director nominees and executive officers of Hollywood Media as
      a group (7 persons)
                        
                        
                        8,243,267
                        (15)
                        
                        
                        26.29
                        %




*           Less
than 1%





(1)        Except
as otherwise noted in the footnotes below, the address of each beneficial owner
is in care of Hollywood Media Corp., 2255 Glades Road, Boca Raton, Florida
33431.





(2)        For
purposes of this table, “beneficial ownership” is determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a
person’s or group’s ownership is deemed to include any shares of common stock
that such person has the right to acquire within 60 days. For purposes of
computing the percentage of outstanding shares of common stock held by each
person or group of persons named above, any shares which such person or persons
has the right to acquire within 60 days are deemed to be outstanding, but such
shares are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.  Hollywood Media had
31,179,066 outstanding shares of common stock as of April 27, 2010.





(3)        Based
on a Schedule 13D filed with the SEC on February 26, 2009, Shannon River Fund
Management Co. LLC, Shannon River Global Management LLC, Shannon River Partners,
LP, Shannon River Partners II, LP, Doonbeg Fund, LP and Shannon River Partners
LTD beneficially own, in the aggregate, such shares. The reported business
address for these holders is 800 Third Avenue, 30th Floor, New York, New York
10022.


20





(4)        Based
on a Schedule 13G/A filed with the SEC on February 16, 2010, Intana Management,
LLC and Intana Capital Master Fund, Ltd. beneficially own such
shares.  The reported business address for these holders is 505 Park
Avenue, 3rd Floor,
New York, New York 10022.





(5)        Based
on a Schedule 13G/A filed with the SEC on February 12, 2010, Morgan Stanley and
Morgan Stanley Capital Services Inc. beneficially own such shares. The reported
business address for these holders is 1585 Broadway, New York, NY
10036.





(6)        Based
on a Schedule 13G/A filed with the SEC on February 16, 2010, CCM Master
Qualified Fund, Ltd., Coghill Capital Management, L.L.C. and Clint D. Coghill
have shared voting and shared dispositive power with respect to such shares. The
reported business address for these holders is One North Wacker Drive, Suite
4350, Chicago, IL 60606.





(7)        Represents
1,122,790 outstanding shares of common stock which are owned by Mitchell
Rubenstein individually (including 13,560 shares held for his account in
Hollywood Media’s 401(k) plan) and 693,540 outstanding shares of common stock
which are owned individually by Laurie S. Silvers, his wife (including 13,540
shares held for her account in Hollywood Media’s 401(k) plan).





(8)        Based
on a Schedule 13G filed with the SEC on August 29, 2008, Potomac Capital
Management LLC, Potomac Capital Management Inc. and Paul J. Solit beneficially
own such shares, which include an aggregate of 150,000 shares issuable pursuant
to exercisable warrants. The reported business address for these holders is 825
Third Avenue, 33rd Floor,
New York, New York 10022.





(9)        Based
on a Schedule 13G/A filed with the SEC on February 8, 2010, Dimensional Fund
Advisors, LP beneficially owns such shares.  The reported business
address for this holder is Palisades West, Building One, 6300 Bee Cave Road,
Austin, Texas, 78746.





(10)      Based
on a Schedule 13D filed with the SEC on March 3, 2010, Mr. Gans beneficially
owns such shares.  The reported business address for this holder is
1680 Michigan Avenue, Suite 1001, Miami Beach, Florida 33139.





(11)      Represents
13,000 outstanding shares of common stock, and 70,254 shares of common stock
issuable pursuant to exercisable options, beneficially owned by Mr.
Hoffman.





(12)      Represents
44,986 outstanding shares of common stock (including 4,986 shares held for Mr.
Gomez’s account in Hollywood Media’s 401(k) plan), and 10,000 shares of common
stock issuable pursuant to exercisable options, beneficially owned by Mr.
Gomez.





(13)      Represents
1,000 outstanding shares of common stock, and 15,000 shares of common stock
issuable pursuant to exercisable options, beneficially owned by Mr.
Epstein.





(14)      Represents
shares beneficially owned by Shannon River Fund Management Co. LLC and
affiliated entities as described in footnote 3 above.  Mr. Waxman is
the Managing Partner of Shannon River Fund Management Co. LLC.





(15)      Represents
an aggregate of 8,067,578 outstanding shares of common stock and 175,689 shares
of common stock issuable pursuant to exercisable options.


21


Securities authorized for issuance
under equity compensation plans.  The following table sets
forth information as of December 31, 2009, regarding compensation plans under
which equity securities of Hollywood Media are authorized for issuance,
aggregated by “Plan category” as indicated in the table:





EQUITY
COMPENSATION PLAN INFORMATION





AS
      OF DECEMBER 31, 2009Number
      of
                                securities
      to be
                                issued
      upon
                                exercise
      of
                                outstanding
                                options,
      warrants
                                and
      rights
                              
                              
                              Weighted
                                average
      exercise
                                price
      per share
                                of
      outstanding
                                options,
      warrants
                                and
      rights
                              
                              
                              Number
      of securities
                                remaining
      available
                                for
      future issuance
                                under
      equity
                                compensation
                                plans(1)(a)
                              
                              
                              (b)
                              
                              
                              (c)Plan
      Category:Equity
      compensation plans approved by security holders(2)
                              
                              
                              520,943
                              
                              
                              $
                              4.37
                              
                              
                              
                              528,370Equity
      compensation plans not approved by security holders(3)
                              
                              
                              807,500
                              
                              
                              $
                              4.27
                              
                              
                              
                              —Total
                              
                              
                              1,328,443
                              
                              
                              
                              
                              
                              
                              
                              528,370








(1)        Excluding
securities reflected in column “(a).”





(2)        Hollywood
Media has four shareholder-approved equity compensation plans: the 2004 Stock
Incentive Plan, 2000 Stock Incentive Plan, 1993 Stock Option Plan, and the
Directors Stock Option Plan. No additional grants of stock options may be made
under the 1993 Stock Option Plan or the Directors Stock Option Plan because the
periods for granting options under such plans expired in July 2003 and July
2008, respectively. In addition to stock options, each of the 2004 Stock
Incentive Plan and the 2000 Stock Incentive Plan permit the granting of stock
awards and other forms of equity compensation and, as of December 31, 2009, the
number of shares available for granting additional awards was 298,261 shares
under the 2004 Stock Incentive Plan and 226,052 shares under the 2000 Stock
Incentive Plan.  Additional information about such plans and awards is
provided in Note (3) and other Notes to the Consolidated Financial Statements
included in Item 8 of Hollywood Media’s 2009 Form 10-K filed with the
SEC.





(3)        Equity
compensation not approved by security holders consists primarily of warrants or
other equity purchase rights granted to non-employees of Hollywood
Media.  Additional information about such equity compensation is
provided in Note (3) and other Notes to the Consolidated Financial Statements
included in Item 8 of Hollywood Media’s 2009 Form 10-K filed with the
SEC.




22


Item
13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.





Transactions
with Related Persons





Scott Gomez has been an executive
officer of Hollywood Media since April 2003. Hollywood Media employed his
father, Jose Gomez, from December 2000 through April 2010 in information systems
and business development positions, not as an executive
officer.  Total 2009 cash compensation (salary and bonus) of Jose
Gomez was $175,313.





From April 2007 through March 2009,
Hollywood Media employed David Silvers, the son of Laurie S. Silvers and the
stepson of Mitchell Rubenstein, in business development and legal positions, not
as an executive officer.  Mr. Silvers, who received a JD from the
University of Miami School of Law in 2004 and an MBA from the University of
Miami School of Business in 2005, was employed by Hollywood Media on an at will
basis at an annual salary of $95,000.





Sale of Hollywood.com Business Unit to
R&S Investments LLC





On August
21, 2008, Hollywood Media entered into a definitive purchase agreement with
R&S Investments, LLC, an entity wholly-owned by Mitchell Rubenstein,
Hollywood Media’s Chief Executive Officer and Chairperson of the Board, and
Laurie S. Silvers, Hollywood Media’s President and Vice-Chairperson of the
Board.  Pursuant to the purchase agreement, R&S Investments
acquired Hollywood Media’s subsidiaries Hollywood.com, Inc. and Totally
Hollywood TV, LLC (collectively, the “Hollywood.com Business”) for a potential
purchase price of $10.0 million, which includes $1.0 million in cash that was
paid to Hollywood Media at closing and potential earn-out payments of up to $9.0
million.  During fiscal 2009, Hollywood Media recorded $0.7 million in
earn-out income under this agreement.  As of December 31, 2009, $8.3
million remained pursuant to this agreement.  The Hollywood.com
Business included: (i) Hollywood Media’s Hollywood.com, Inc. subsidiary,
which owned the Hollywood.com website and related URLs and celebrity fan
websites. Hollywood.com features in-depth movie information including movie
showtimes listings, celebrity biographical data, and celebrity photos primarily
obtained by Hollywood.com through licenses with third party licensors which are
made available on the Hollywood.com website and mobile platform. Hollywood.com
also has celebrity fan sites and a library of feature stories and interviews
which incorporate photos and multimedia videos taken at entertainment events
including movie premiers and award shows; and (ii) Hollywood Media’s
Totally Hollywood TV, LLC subsidiary, which owned Hollywood.com Television, a
free video on demand service distributed pursuant to annual affiliation
agreements with certain cable operators for the distribution of movie trailers
to subscribers of those cable systems.  The purchase price was
determined by an arms-length negotiation between a Special Committee of
independent and disinterested directors of Hollywood Media on the one hand and
R&S Investments on the other hand.





Commencing
October 1, 2009, R&S Investments is contractually obligated to make periodic
earn-out payments equal to the greater of (i) 10 percent of collected
gross revenue and (ii) 90 percent of EBITDA (as defined in the
purchase agreement) for the Hollywood.com Business until the full earn-out is
paid. If a change of control of Hollywood.com occurs before the earn-out is
fully paid, the remaining portion of the earn-out would be payable immediately
upon such a change of control, up to the amount of consideration received by
R&S Investments less related expenses. If the consideration in such a change
of control is less than the remaining balance of the earn-out, then the
surviving entity which owns the Hollywood.com Business will be obligated to pay
the difference in accordance with the same earn-out terms. In addition, if the
Hollywood.com Business is resold prior to August 21, 2011, Hollywood Media will
also receive 5 percent of any proceeds above $10.0 million. Pursuant to the
purchase agreement, Hollywood Media was required to place $2.6 million into
an escrow account to fund any negative EBITDA of the Hollywood.com Business
through August 21, 2010. There was $2.6 million disbursed to the
Hollywood.com Business through September 30, 2009, representing the entire
balance of the escrow.


23





In connection with the transaction,
Hollywood Media and the Hollywood.com Business entered into an agreement to
provide certain temporary administrative services, which Hollywood Media did
solely to provide for an efficient and orderly transition.  Hollywood
Media was reimbursed by the Hollywood.com Business for out of pocket costs and
incremental expenses incurred in providing services under such agreement,
including, but not limited to, payments of any pro rata portions of any
applicable employee salaries and benefits.  The term of such agreement
was through November 21, 2009, but Hollywood Media substantially completed the
transfer of all functions covered by such agreement by December 31,
2008.





Review,
Approval or Ratification of Transactions with Related Persons





The matters disclosed above under the
caption “Transactions with Related Persons” are disclosed pursuant to Item
404(a) of SEC Regulation S-K.  This paragraph is provided under Item
404(b) of SEC Regulation S-K to describe Hollywood Media’s policies and
procedures for the review, approval, or ratification of transactions required to
be reported under Item 404(a) of SEC Regulation S-K.  Hollywood
Media’s policy is and has been to comply with the requirements of Nasdaq
corporate governance rule 4350(h), which requires review and approval of
“related party transactions” required to be disclosed pursuant to Item 404 of
SEC Regulation S-K, and that such approval be made by the audit committee or
another independent body of the board of directors.  Hollywood Media’s
directors have been made aware of the Nasdaq rule 4350(h) requirements from time
to time pursuant to notice provided in written actions of the Board and/or
Committees of the Board as well as discussed in Board and/or Committee meetings,
and in addition such approval requirements are recognized in the Charter of the
Audit Committee; however, as of the date of this Form 10-K/A Hollywood Media has
not implemented written policies designating specified procedures or standards
for compliance with Nasdaq rule 4350(h). Item 404 transactions are generally
reviewed and approved or ratified on a case-by-case basis by a committee of
independent directors by meeting or written consent, usually by Hollywood
Media’s Audit Committee or Compensation Committee. There are no transactions
since the beginning of 2009 required to be reported under paragraph Item 404(a)
of SEC Regulation S-K that did not require review, approval or ratification or
as to which such approval requirements were not followed.





Director
Independence





Hollywood Media’s Board of Directors
consists of six directors.  The Board has determined that a majority
of the current members of the Board (Harry T. Hoffman, Robert D. Epstein,
Spencer Waxman and Stephen Gans) are independent directors of Hollywood Media as
defined under the Securities Exchange Act of 1934 and rules thereunder and under
the listing rules of the Nasdaq Stock Market. In making this determination, the
Board has concluded that none of these independent Board members has a
relationship which, in the opinion of the Board, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director.


24


Item
14.  PRINCIPAL ACCOUNTING FEES
AND SERVICES.





Independent
Registered Public Accounting Firm’s Fees and Services





The
following table shows fees billed to Hollywood Media by its independent
registered public accounting firm, Kaufman Rossin & Co., P.A., for each of
the two fiscal years ended December 31, 2009 and 2008, respectively, for
services rendered in the specified categories indicated below.





Type
      of Fees
                    
                    2009
                    
                    
                    2008Audit
      Fees
                    
                    $
                    467,567
                    
                    
                    $
                    707,468Audit-Related
      Fees
                    
                    
                    98,782
                    
                    
                    
                    81,475Tax
      Fees
                    
                    
                    —
                    
                    
                    
                    —All
      Other Fees
                    
                    
                    2,460
                    
                    
                    
                    —Total
                    
                    $
                    568,809
                    
                    
                    $
                    788,943





The fee
types referenced in the above table are defined as follows:





“Audit Fees” are aggregate fees
billed by Hollywood Media’s principal auditing firm for professional services
for the audit of Hollywood Media’s consolidated financial statements included in
its Form 10-K, for the audit of management’s report on its assessment of the
effectiveness of Hollywood Media’s internal controls over financial reporting
included in its Form 10-K, for review of financial statements included in its
Forms 10-Q, or for services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements.





“Audit-Related Fees” are fees
billed by Hollywood Media’s principal auditing firm for assurance and related
services that are reasonably related to the performance of the audit or review
of Hollywood Media’s financial statements.  Such services include
principally services associated with reports related to regulatory filings, and
general accounting and reporting advice.





“Tax Fees” are fees billed by
Hollywood Media’s principal auditing firm for professional services for tax
compliance, tax advice, and tax planning.





“All Other Fees” are fees
billed by Hollywood Media’s principal auditing firm for any services not
included in the forgoing fee categories.





Audit
Committee Pre-Approval Policies and Procedures





SEC rules
require that audit services and permitted non-audit services provided by our
principal auditing firm be pre-approved by our Audit Committee.  Such
rules permit such pre-approval to be given either through explicit approval by
the Audit Committee on a case-by-case basis, or pursuant to pre-approval
policies and procedures as may be established by the Audit Committee from time
to time.





For each
of the two fiscal years ended December 31, 2009 and 2008, respectively, and
through the date of this Form 10-K/A, the Audit Committee has not adopted
pre-approval policies covering such periods or future
periods.  Accordingly, any services provided by our principal auditing
firm during the period January 1, 2009 through the date of this Form 10-K/A were
approved by the Audit Committee on a case-by-case basis. However, in the future
the Audit Committee may adopt pre-approval policies and procedures in accordance
with applicable rules.


25





PART
IV





Item
15.  EXHIBITS, FINANCIAL
STATEMENT SCHEDULES.





(a)
The following documents are filed as a part of this Annual Report on Form
10-K:





1.
Financial Statements





The
following financial statements are included in Part II, Item 8 of this Annual
Report on Form 10-K*:





·
            Report
      of Independent Registered Public Accounting
  Firm*





·
            Consolidated
      Balance Sheets as of December 31, 2009 and December 31,
    2008*





·
            Consolidated
      Statements of Operations for the Years Ended December 31, 2009, 2008 and
      2007*


·
              Consolidated
      Statements of Shareholders’ Equity for the Years Ended December 31, 2009,
      2008 and 2007*





·
            Consolidated
      Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and
      2007*





·
            Notes
      to Consolidated Financial
Statements*







*Previously
filed as an exhibit to this Form 10-K





2.
Financial Statement Schedules





Financial
statement schedules are omitted because they are not required or are not
applicable, or the required information is provided in the consolidated
financial statements or notes thereto described in Item 15(a)(1)
above.





3.
Exhibits





The
Exhibits listed below are filed as part of this Annual Report on Form
10-K.





Exhibit No.
                          
                          Description
                          
                          Location
      of
                            Exhibit2.1
                          
                          Stock Purchase
      Agreement dated as of December 22, 2009, by and between Hollywood
      Media Corp. and Key Brand Entertainment
      Inc.
                          
                          (23)3.1
                          
                          Third
      Amended and Restated Articles of Incorporation.
                          
                          (1)3.2
                          
                          Articles
      of Amendment to Articles of Incorporation of Hollywood Media Corp. for
      Designation of Preferences, Rights and Limitations of Series E Junior
      Preferred Stock.
                          
                          (2)3.3
                          
                          Amended
      and Restated Bylaws of Hollywood Media Corp., dated as of September 1,
      2006.
                          
                          (3)4.1
                          
                          Form
      of Common Stock Certificate.
                          
                          (4)4.2
                          
                          Amended
      and Restated Rights Agreement dated as of August 23, 1996 between
      Hollywood Media Corp. (f/k/a Big Entertainment, Inc.) and American Stock
      Transfer & Trust Company, as Rights Agent.
                          
                          (5)


26





4.3
                    
                    Amendment
      No. 1, dated as of December 9, 2002, to Amended and Restated Rights
      Amendment dated as of August 23, 1996 between Hollywood Media Corp. and
      American Stock Transfer & Trust Company.
                    
                    (6)4.4
                    
                    Amendment
      No. 2, dated as of September 1, 2006, to the Amended and Restated Rights
      Agreement dated as of August 23, 1996, as amended December 9, 2002,
      between Hollywood Media Corp. and American Stock Transfer & Trust
      Company.
                    
                    (3)10.1
                    
                    Compensatory
      Plans, Contracts and Arrangements:(a)
                    1993
      Stock Option Plan, as amended effective October 1, 1999.
                    
                    (7)(b)
                    Directors
      Stock Option Plan, as amended effective May 1, 2003.
                    
                    (8)(c)
                    2000
      Stock Incentive Plan, as amended October 30, 2003.
                    
                    (9)(d)
                    2004
      Stock Incentive Plan.
                    
                    (10)(e)
                    Hollywood
      Media Corp. 401(k) Retirement Savings Plan, dated as
      of  September 16, 2004 (the “Plan”); Amendment to the Plan,
      dated as of September 16, 2004; related Volume Submitter (Cross-Tested
      Defined Contribution Plan and Trust); EGTRRA Amendment to the Plan and
      Post-EGTRRA Amendment to the Plan, dated as of September 16,
      2004.
                    
                    (11)(f)
                    Amendment
      to Hollywood Media Corp. 401(k) Retirement Savings Plan, dated June 16,
      2005.
                    
                    (12)(g)
                    Amended
      and Restated Employment Agreement, dated as of December 22, 2008, by and
      between Hollywood Media Corp. and Mitchell Rubenstein.
                    
                    (13)(h)
                    Amended
      and Restated Employment Agreement, dated as of December 22, 2008, by and
      between Hollywood Media Corp. and Laurie S. Silvers.
                    
                    (13)(i)
                    Amended
      and Restated Employment Agreement, dated as of August 9, 2006, by and
      between Hollywood Media Corp. and Scott Gomez.
                    
                    (14)(j)
                    Amendment
      to Amended and Restated Employment Agreement, dated as of December 23,
      2009, by and between Hollywood Media Corp. and Mitchell
      Rubenstein.
                    
                    (23)(k)
                    Amendment
      to Amended and Restated Employment Agreement, dated as of December 23,
      2009, by and between Hollywood Media Corp. and Laurie S.
      Silvers.
                    
                    (23)10.2
                    
                    Amended
      and Restated Partnership Agreement dated as of November 21, 2002 between
      Hollywood Media Corp. and Dr. Martin H. Greenberg.
                    
                    (15)10.3
                    
                    Agreement
      for the Sale and Purchase of UK Theatres Online Limited and other
      Companies, dated November 22, 2005, by and among Cinemasource UK Limited,
      Jeffrey Spector and the other shareholders party thereto.
                    
                    (16)


27





10.4
                  
                  Agreement
      for the Sale and Purchase of CinemasOnline Limited, dated November 22,
      2005, by and between Mitchell Clifford Cartwright and Cinemasource UK
      Limited.
                  
                  (16)10.5
                  
                  Note
      Purchase Agreement, dated as of November 22, 2005, by and among Hollywood
      Media and each of the Purchasers, including the forms of Notes and
      Warrants issued to the Purchasers and the form of registration rights
      agreement.
                  
                  (16)10.6
                  
                  Registration
      Rights Agreement dated November 23, 2005 by and among Hollywood Media
      Corp. and the investors signatory thereto.
                  
                  (17)10.7
                  
                  Letter
      agreements dated March 15, 2006, by and between Hollywood Media Corp. and
      each of the holders of its 8% Senior Unsecured Notes dated November 23,
      2005.
                  
                  (18)10.8
                  
                  Form
      of Common Stock Purchase Warrants dated March 15, 2006, issued to the
      Holders of Hollywood Media Corp.’s 8% Senior Unsecured Notes dated
      November 23, 2005.
                  
                  (18)10.9
                  
                  Stock
      Purchase Agreement, dated as of August 25, 2006, by and between The New
      York Times Company and Hollywood Media Corp.
                  
                  (19)10.10
                  
                  Asset
      Purchase Agreement, dated as of February 1, 2007, by and among Theatre
      Direct NY, Inc., Showtix LLC and each of the members of Showtix
      LLC.
                  
                  (20)10.11
                  
                  Asset
      Purchase Agreement, dated as of August 24, 2007, by and among Hollywood
      Media Corp., Showtimes.com, Inc. Brett West and West World Media,
      LLC.
                  
                  (21)10.12
                  
                  Purchase
      Agreement dated as of August 21, 2008, between Hollywood Media Corp.
      and R&S Investments, LLC.
                  
                  (22)10.13
                  
                  Transition
      Services Agreement dated as of August 21, 2008 between Hollywood
      Media Corp., Hollywood.com, LLC and Totally Hollywood TV,
    LLC.
                  
                  (22)10.14
                  
                  Amendment to
      Purchase Agreement dated September 30, 2009 between Hollywood
      Media Corp. and R&S Investments,
    LLC.
                  
                  (24)10.15
                  
                  Escrow
      Agreement, dated as of December 22, 2009, by and
      between  Hollywood Media Corp., Key Brand Entertainment Inc. and
      The Bank of New York Mellon.
                  
                  (23)21.1
                  
                  Subsidiaries
      of Hollywood Media.
                  
                  (25)23.1
                  
                  Consent
      of Kaufman, Rossin & Co., P.A. Independent Registered Public
      Accounting Firm.
                  
                  *31.1
                  
                  Certification
      of Chief Executive Officer (Section 302).
                  
                  *31.2
                  
                  Certification
      of Chief Accounting Officer (Principal financial and accounting officer)
      (Section 302).
                  
                  *31.3
                  
                  Certification
      of Chief Executive Officer (Section 302).
                  
                  **31.4
                  
                  Certification
      of Chief Accounting Officer (Principal financial and accounting officer)
      (Section 302).
                  
                  **


28


32.1
              
              Certification
      of Chief Executive Officer (Section 906).
              
              *32.2
              
              Certification
      of Chief Accounting Officer (Principal financial and accounting officer)
      (Section 906).
              
              *









*
              Previously
      filed as an exhibit to this Form
10-K.
 **
              Filed
      herewith as an exhibit to this Form 10-K/A Amendment No. 1 to
      Form 10-K.
 
 (1)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Annual Report
      on Form 10-K for the year ended December 31,
  2000.
 (2)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Quarterly
      Report on Form 10-Q for the quarter ended September 30,
    2004.
 (3)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Current Report
      on Form 8-K filed on September 5,
2006.
 (4)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Registration
      Statement on Form SB-2 (No.
33-69294).
 (5)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Current Report
      on Form 8-K filed on October 20,
1999.
 (6)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Current Report
      on Form 8-K filed on December 10,
2002.
 (7)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Annual Report
      on Form 10-K for the year ended December 31,
  1999.
 (8)
              Incorporated
      by reference from Appendix B to Hollywood Media’s Proxy Statement filed on
      November 13, 2003 for its 2003 Annual Meeting of
    Shareholders.
 (9)
              Incorporated
      by reference from Appendix C to Hollywood Media’s Proxy Statement filed on
      November 13, 2003 for its 2003 Annual Meeting of
    Shareholders.
 (10)
              Incorporated
      by reference from Appendix B to Hollywood Media’s Proxy Statement filed on
      November 4, 2004 for its 2004 Annual Meeting of
    Shareholders.
 (11)
              Incorporated
      by reference from the exhibits filed with Hollywood Media’s Current Report
      on Form 8-K filed on September 17,
2004.
 (12)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Quarterly
      Report on Form 10-Q for the quarter ended June 30,
  2005.
 (13)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Current Report
      on Form 8-K filed on December 22,
2008.
 (14)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Quarterly
      Report on Form10-Q for the quarter ended June 30,
  2006.
 (15)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Annual Report
      on Form 10-K for the year ended December 31,
  2002.
 (16)
              Incorporated
      by reference from the exhibits filed with Hollywood Media’s Current Report
      on Form 8-K filed on November 28,
2005.
 (17)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Registration
      Statement on Form S-3 (No.
333-130903).
 (18)
              Incorporated
      by reference from the exhibits filed with Hollywood Media’s Current Report
      on Form 8-K filed on March 16,
2006.
 (19)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Current Report
      on Form 8-K filed on August 28,
2006.
 (20)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Current Report
      on Form 8-K filed on February 6,
2007.
 (21)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Form 8-K filed
      on August 30, 2007.
 (22)
              Incorporated
      by reference from the exhibit filed with Hollywood Media’s Form 8-K filed
      on August 27, 2008.




29





(23)
              Incorporated
      by reference from the exhibit filed with Hollywood Media Corp’s Form 8-K
      filed on December 29, 2009.
 (24)
              Incorporated
      by reference from the exhibit filed with Hollywood Media Corp’s Form 8-K
      filed on October 5, 2009.
 (25)
              Incorporated
      by reference for the exhibit filed with Hollywood Media’s Annual Report on
      Form 10-K for the year ended December 31,
2008.


30


SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





HOLLYWOOD
      MEDIA CORP.Date:  April
      30, 2010
              By:
              /s/ Mitchell RubensteinMitchell
      Rubenstein, Chairman of the Boardand
      Chief Executive Officer